Online IDU® Terms and Conditions | LexisNexis Risk Solutions UK

Terms and Conditions

Online IDU® Agreement

 
This document (the “Agreement”) contains the Terms and Conditions (“Terms”) under which Tracesmart Ltd trading as LexisNexis (the “Company” and variously “we” / “us” / “our” / “LexisNexis”) undertakes to supply the Online IDU Services (the “Service”) to you (the “Customer” and variously “you” / “your”) as set out herein including the Schedules below, and also incorporating the Privacy and Cookie Policy. By clicking to accept these Terms, you warrant you have the right, authority and capacity to enter into the Agreement and that you agree to be bound by these Terms, which you have read, understood and accepted. If you are using the Service on behalf a business or other organisation you warrant that you have the authority to contractually bind that business or organisation. If you do not wish to be bound by these Terms or have any objections to our Privacy and Cookie Policy then you should not use or access our Service.

Within 2 Business Days of accepting these Terms, or as soon as practicable thereafter, the Company may perform a number of due diligence and compliance checks on the Customer, and its owners, shareholders, directors and/or trustees to confirm your financial position and rights to access the Service. By signifying your acceptance of these Terms you consent to these checks being performed on the Customer and that you have obtained the necessary consent from the owners, shareholders, directors and/or trustees of the Customer.

Provided that the due diligence and compliance checks have been satisfactorily completed and your access has been approved, an electronic version of this Agreement will be returned to you at the email address provided by you during the registration process. Your access to the system will then be enabled for you to utilise the Service. If you do not satisfactorily complete the due diligence and compliance checks, you will be informed accordingly and will not be able to access the Service. Any fees already paid will be refunded within a reasonable period of time. You are also able to download or print a copy of these Terms now if you wish for your future reference.

*Update – To better serve new customers, LexisNexis has decided to withdraw supply of the IDU Online Service and customers can contact ukcustomersupport@lexisnexis.com to discuss their needs and learn more about our IDU Services. The terms and conditions set out below will continue to apply to all current IDU Online customers with available Credits.

**Further Update – LexisNexis has decided to withdraw online purchase of additional Credits. Existing customers who need to purchase additional Credits should please contact ukcustomersupport@lexisnexis.com

Tracesmart Limited

Terms and Conditions for Supply of Online IDU Services

1. Interpretation

1.1
The definitions and rules of interpretation in this condition apply in these conditions:-

Acceptance Date
the date on which the Customer is approved for Access to the Service by the Company;

Access
granted by the Company pursuant to clause 7.1 up to the agreed Access Level;

Access Date
the date on which the Service is made available for each Order placed by the Customer and accepted by the Company;

Access Level
Access up to 99.5% of the agreed Service;

Bankmatch
means data derived from the Extended Industry Sort Code Directory (EISCD) supplied and owned by Vocalink for verifying bank account details of individual subjects updated on a monthly basis;

Bankmatch Live
means the additional information services through Equifax for verifying bank account details of individual subjects on a daily basis;

Business Day
means Monday to Friday (excluding Bank Holidays in England and Wales)

Contract
any contract between the Company and the Customer for the provision of the Service, incorporating these Terms & Conditions and the Schedules;

Company
means Tracesmart Limited trading as LexisNexis incorporated and registered in England and Wales with company number 3827062 whose registered office is at Global Reach, Dunleavy Drive, Cardiff, CF11 0SN;

Contract Period
means the period of any contractual agreement detailed in clause 7.1, commencing on the Access Date;

Credit Active
means the additional Information Services available through Equifax incorporating the non-financial extracts of the Insight database for the purposes of denoting credit active status;

Credit Reference Agency
means credit reference agencies registered under the Consumer Credit Act 1974, namely Crediva Limited (“Crediva”), registered in England & Wales with company registration number 6567484, and whose registered office is situated at Global Reach, Dunleavy Drive, Cardiff CF11 0SM and Equifax Limited (“Equifax”), registered in England & Wales with company registration number2425920, whose registered office is Capital House, 25 Chapel Street, London NW1 5DS;

Customer
means the Party notified to the Customer during the online registration and order process whether an individual, body corporate, public authority, or other body with legal personality;

Customer Data
means any information including any personal data supplied to the Company by the Customer.

Data
means any reference materials used by the Company in the provision of the Service including but not limited to any information or records purchased or licensed from Data Providers;

Data Providers
A third party provider of Data to the Company;

Fair Usage Policy
The Fair Usage Policy detailed in Schedule 1, as amended from time to time;

Full Electoral Roll
the meaning given under the Representation of the People (England and Wales) Regulations 2001 as subsequently amended;

Initial Term
means the period of 12 months from the Acceptance Date;

Intellectual Property Rights
all vested contingent and future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created to which the Company may be entitled;

Order
means the Customer’s online order providing confirmation of the Service requested by the Customer;

Performance
the grant of Access to the Customer by the Company to the Access Level;

Results
any results that are obtained by the Customer from their Access to the Service, even when those results are incomplete, inaccurate or inconclusive;

Service
the services requested by the Customer as specified in the Order;

Service Documentation
the operating manuals, user instructions, technical literature and all other related materials in eye- readable form supplied to the Customer by the Company for aiding the use and application of the Service;

Service Fee
the fee for the Service as specified in the Order placed by the Customer and set out in clause 8

Subject
the private individual who is the subject matter of the Service.

Terms
the terms and conditions for the supply of the service herein as may be amended by the Company in accordance with clause 2.1 from time to time;

The Customer and the Company are each a ‘Party’ and together the ‘Parties’ to any contract incorporating these terms and conditions.

1.2
In these Terms references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to the statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced and includes any subordinate legislation for the time being in force made under it.
1.3
Words in the singular include the plural and in the plural include the singular.
1.4
A reference to one gender includes a reference to the other gender.
1.5
Headings do not affect the interpretation of these Terms.

2. Application of Terms

2.1
Subject to any variation under condition 2.3, the Contract shall be on these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any booking, confirmation of booking, purchase order, confirmation of order, specification or other document). The Company reserves the right to change these Terms from time to time at our discretion, with or without notice. The applicable Terms shall be the version that is currently displayed at https://www.tracesmart.co.uk/online-idu-terms-and-conditions at each date you access, use and/or purchase the Service. Your access, use or purchase of the Service after such changes are made means that you agree to be bound by such changes.
2.2
No terms or conditions endorsed on, delivered with or contained in the Customer’s Order, confirmation of Order, specification or other document, whether submitted during the Customer order process or otherwise, shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3
These Terms apply to all the Company’s Service and any variation to these Terms requested by the Customer and any representations about the Service made by the Company shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.4
Each Order placed for access to the Service shall be deemed to be an offer by the Customer to purchase the Service subject to these conditions.
2.5
No Order for the Service placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company and/ or the Service commences, whichever is the sooner.
2.6
The Customer shall ensure that the terms, dates and details of its order and any applicable specification are complete and accurate.

3. Description

3.1
An approximate description of the Service shall be set out at https://www.tracesmart.co.uk/products/idu.
3.2
All samples, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s literature are issued or published for the sole purpose of giving an approximate idea of the Service described. They shall not form part of the Contract and this is not a sale by sample.

4. Grant of Access

4.1
The Company grants to the Customer Access to the Service in accordance with the Contract, subject to the Customer’s eligibility for access to specific datasets in accordance with clause 13.
4.2
For Customers on advance payment terms, Access to the Services will not be activated until the Service Fee has been paid by the Customer.
4.3
The Customer shall use the Service for processing its own data for its own internal business purposes only.
4.4
The Company may from time to time and on as much notice as reasonably practicable:

(a) suspend the Service for operational reasons including but not limited to repair, maintenance or improvement;
(b) modify or upgrade the methods of access to the Service;
(c) change the form and specification of the Service, or;
(d) cease to supply all or part of the Service if such supply is no longer possible under the terms of the agreement the Company has in place with its Data Providers, or due to changes in any relevant legislation, or as required by a court of law or appropriate regulatory body.
4.5
Any changes or additions to the Access or the Service requested by the Customer must be agreed in writing by the Company in accordance with clause 2.3.
4.6
This Contract shall not be deemed to extend Access to any services or products of the Company, other than the Service unless specifically agreed to in writing by the Company, in accordance with clause 2.3.
4.7
The Customer shall not export or permit the export of the Service to a country outside of the European Economic Area (EEA) without prior written consent from the Company.
4.8
The Customer shall not access or permit anyone to access the Service from a country outside of the European Economic Area (EEA) without prior written consent from the Company.
4.9
The Customer shall at all times in respect of this Agreement and any obligations arising out of it obtain, maintain and comply will all applicable laws, regulations, rules, licences and relevant Codes of Practice in relation to the Services and use of the Customer Data.

5. Performance

5.1
Any dates specified by the Company for Performance of the Service are intended to be an estimate and time for Performance shall not be made of the essence by notice. If no dates are so specified, Performance will be within a reasonable time.
5.2
Subject to the other provisions of these conditions the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of enjoyment, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the Performance of the Service or as a result of any inaccurate or incomplete Results.

6. Non-Performance

6.1
If the Customer believes that the Company’s Performance falls short of its obligations under this Contract they must immediately provide the Company with written notice to that effect.
6.2
Where the Company receives written notice in accordance with condition 6.1 they shall review the Service provided to the Customer. If this Service falls short of the Access Level then the Company shall grant additional Access to the Customer until the Service has reached the agreed Access Level.

7. Term

7.1
The Contract shall commence on the Acceptance Date and shall continue for the Initial Term and thereafter for the period of any further Order accepted by the Company, unless and until it is terminated in accordance with any other terms of this Agreement.
7.2
Any remaining element of the Service shall expire at the end of the Contract Period and will not be available to be carried over.

8. Price & Payment

8.1
In consideration of the provision of the Service by the Company, the Customer shall pay the Service Fee.
8.2
The Service Fee for the selected Service is calculated and payable in advance by credit/debit card according to number of credits (“Credit Package”) you request to purchase when placing the Order.
8.3
The Service Fee shall be calculated at the current rate displayed at http://idu.tracesmart.co.uk when placing the Order, and shall be paid in pounds sterling.
8.4
Credits can be purchased through a Credit Package and are valid for 12 months from the Access Date. The credits purchased must be used within the relevant 12 month period and cannot be refunded or carried over.
8.5
The Company shall be under no obligation to provide the Service until the appropriate fee has been authorised with cleared funds received and the Customer has been approved to access the Service. At any point up until then, we may decline to supply the Service to you without giving any reason.
8.6
The Company shall be entitled to vary the available Credit Packages or Service Fee at any time, such that if you wish to purchase an additional Credit Package, the current rate displayed at http://idu.tracesmart.co.uk shall apply.
8.7
The Service Fee and any additional charges notified to the Customer for the provision of the Service are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time. It is not possible to refund VAT paid on any orders received from outside the United Kingdom.
8.8
The Customer shall make all payments due to the Company without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
8.9
If the Customer fails to pay the Company any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Company at the annual rate of 2% above the base rate from time to time of the National Westminster Bank Plc calculated from the date when payment of the invoice becomes due up to and including the date of actual payment whether before or after judgement. In addition the Company reserves the right to claim interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
8.10
Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company on the due date, the Company may suspend all Services until payment has been made in full.
8.11
All payments payable to the Company under the Contract shall become due immedi­ately upon termination of this Contract despite any other provision.

9. Warranties

9.1
The Company warrants to the Customer that:

9.1.1 the Service complies with the specification as detailed at http://idu.tracesmart.co.uk;

9.1.2 the Service Documentation or any relevant telephone support will provide adequate instructions to enable them to make proper use of the Service; and

9.1.3 it is not aware of any third party rights which would or potentially render the use of the Service and any intellectual property in relation to the Service unlawful.

9.2
To the extent permitted by applicable law, the Company:

9.2.1 disclaims all other warranties with respect to the Service, either express or implied, including but not limited to any implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result;

9.2.2 makes no warranty that the Results are error free or that the Customer’s use of the Service will be uninterrupted and the Customer acknowledges and agrees that the existence of such errors shall not constitute a breach of this Contract; and

9.2.3 makes no warranty as to the accuracy of the Data provided by Data Providers and the Customer acknowledges and agrees that any inaccuracies in the Data cannot be attributable to the Company and shall not constitute a breach of this Contract.

10. Limitation of Liability

10.1
Subject to clause 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

10.1.1 any breach of these conditions;

10.1.2 any use made by the Customer of the Service or anything arising out of the Service; and

10.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2
All warranties, conditions and other terms implied by statute or common law (save for the conditions implied, as applicable by section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
10.3
Nothing in these conditions excludes or limits the liability of the Company:

10.3.1 for death or personal injury caused by the Company’s negligence; of

10.3.2 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.

10.4
Subject to clause 10.2 and clause 10.3:

10.4.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid under the Contract; and

10.4.2 the Company shall not be liable for the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract or that are an indirect or secondary consequence of any act or omission of the Company whether such damages were reasonably foreseeable or actually foreseeable.

10.5
The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
10.6
The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations under the Contract, if the delay or failure was due to any cause beyond the Company’s reasonable control.
10.7
The Customer agrees with the Company that all Results arising from the use of the Service are supplied on the express understanding that the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of enjoyment, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly as a result of any incomplete, inaccurate or inconclusive Results.
10.8
The Company is not responsible under the Contract or otherwise for designing or advising on or otherwise taking measures to prevent or mitigate the effect of any act of terrorism or any action that may be taken in controlling, preventing, suppressing or in any way relating to an act of terrorism and the liability if any of the Company’s under or in connection with the Contract whether in contract or in tort, in negligence, for breach of statutory duty or otherwise for any claim which may arise out of or in connection with terrorism matters is excluded.

11. Security and Control

11.1
The Company shall use its best endeavours to safeguard the Customer Data from unauthorised or unlawful processing or accidental loss, damage or destruction and acknowledges that it has implemented the technical and organisational measures necessary to prevent unauthorised or unlawful processing or accidental loss, damage or destruction of the Customer Data.
11.2
The Customer shall during the continuance of the Access period:

11.2.1 effect and maintain adequate security measures to safeguard the Service from access or use by any unauthorised person; and

11.2.2 maintain a full and accurate record of the disclosure of all Data and Results supplied by the Company whilst providing the Service and shall produce such records to the Company on request from time to time.

12. Intellectual Property Rights

12.1
The Customer acknowledges that the Service, Service Documentation and the Intellectual Property Rights of whatever nature in the Service are and shall remain the property of the Company or relevant Data Providers and furthermore the Intellectual Property Rights cannot be used or copied without the prior written consent of the Company and/or the relevant Data Providers. For the avoidance of doubt the Customer retains the ownership of the Customer Data and any Intellectual Property Rights that subside in them.
12.2
The Customer undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Service, Data or Service Documentation without the prior written consent of the Company.
12.3
The Customer shall notify the Company immediately if the Customer becomes aware of any unauthorised use of the whole or any part of the Service or Data by any person.
12.4
The Customer shall notify the Company within 7 business days in writing of any potential infringement.
12.5
The Customer shall not make any admission as to liability, agree to or compromise any claim of any infringement without the prior written consent of the Company.
12.6
The Customer will give the Company and its third party Data Providers all reasonable assistance in relation to either defending an infringement claim or the prosecution of their rights.
12.7
The Company may immediately terminate this Contract if the Customer or any third party or affiliate acting on behalf of the Customer utilises any trademarks / trade logos or Intellectual Property of the Company, Crediva or the Data Providers in any way including advertising via pay per click (PPC) campaigns including but not limited to Google Adwords.

13. Fair Usage Policy

13.1
The Company reserves the right to include specific usage restrictions in the Fair Usage Policy.
13.2
The Company reserves the right to suspend Access to any Customer who they suspect is attempting to abuse its Fair Usage Policy.

14. Confidential Information

14.1
Both Parties to this Contract undertake, except as provided below to treat as confidential and keep secret all information whether marked ‘confidential’ or not or which may reasonably be supposed to be confidential, including, without limitation, information contained or embodied in the Service, Service Documentation, Data, Customer Data, Schedules and other information supplied by the Company and Customer (in this Contract collectively referred to as ‘the Information’) with the same degree of care as it employs with regards to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this clause shall not extend to any information which was rightfully in the possession of either Party prior to the commencement of the negotiations leading to this Contract or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause).
14.2
Both Parties shall not without the prior written consent of the other Party divulge any part of the Information to any person except:

14.2.1 to their own employees and then to only those employees who need to know the same;

14.2.2 to the auditors of either Party, an officer of HM Revenue and Customs, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right, duty or obligation to know the business of the other Party and then only in pursuance of such right, duty or obligation;

14.2.3 any person who is for the time being appointed by either Party to maintain the Service and then only to the extent necessary to enable such person to properly maintain the Service.

14.3
Both Parties undertake to ensure that persons and bodies referred to in clause 14.2 are made aware before the disclosure of any part of the Information that the same is confidential and that they owe a duty of confidence to the other Party.
14.4
Each Party to this Contract shall promptly notify the other Party if it becomes aware of any breach of the Information and shall give the other Party all reasonable assistance in connection with any proceedings which the other Party may institute against such person for breach of confidence.
14.5
The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination, amendment or waiver of this Contract.

15. Termination

15.1
The Company may terminate this Contract at any time by giving at least 30 days’ prior written notice to the Customer;
15.2
Either Party may terminate this Contract at any time forthwith:

15.2.1 on giving notice in writing to the other Party if that Party commits any serious breach of any term of this Contract and (in the case of a breach capable of being remedied), including but not limited to misuse or utilisation of Intellectual Property, shall have failed, within 30 days after the receipt of a request in writing from the Party to do so, to remedy the breach (such request to contain a warning of the intention of the Party to terminate);

15.2.2 if either Party:
(a) appoints a receiver over any of its property or assets;
(b) makes a voluntary arrangement with its creditors or enters into administration;
(c) enters into liquidation (expect for the purposes of restructuring or amalgamation);
(d) ceases to carry on business.

15.3
Except where expressly provided elsewhere in this Contract the Service may not be terminated.
15.4
Forthwith upon the termination of the Service, the Customer shall cease to login to the Service and securely destroy the System Documentation, access logins, and all copies of the whole or part thereof, and if requested by the Company, certify in writing to the Company that they have been destroyed.
15.5
Any termination of the Service or this Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision in this Contract which is expressly or by implication intended to come into or continue in force on or after such termination.
15.6
Where the Contract is terminated by the Company in accordance with condition 15.1, or the Customer in accordance with clause 15.2.1 the Company may at its sole discretion make a refund of part of any Service Fee paid. The sum to be refunded (if any), shall be determined by the Company calculated by reference to the number of credits unused by the Customer before their expiry date.
15.7
For the avoidance of doubt, where the Contract is terminated by the Company in accordance with condition 15.2.1 there will be no refund of any monies paid by the Customer to the Company and any remaining element of the Service will be forfeited.

16. Data Protection & Personal Data

16.1
The Parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Contract.
16.2
The Customer shall only be entitled to information contained on the Full Electoral Roll for the specific purposes detailed in the Representation of the People (England and Wales) Regulations 2001 as subsequently amended, subject to the following:

16.2.1 The Customer must notify the Subject that a Full Electoral Roll search is to take place but their consent is not required for anti-money laundering purposes.

16.2.2 The Customer shall inform the Company immediately should the Customer’s entitlement to access the Full Register change at any time, and the Company shall instruct Crediva to cease to provide the Full Register immediately on receipt of such notice.

16.3
Where the Customer is provided with access to the Full Electoral Roll and/or Credit Active the Customer shall notify the Subject that Credit Reference Agencies will place a “soft footprint” search on the electronic file of the Subject and their personal details may be accessed by third parties for the specific purpose of anti-money laundering, credit assessment, identity verification, debt collection, asset reunification, tracing and fraud prevention.

17. Assignment

This Contract is personal to the Parties and neither this Contract nor any rights, licences or obligations under it may be assigned by either Party without prior written approval of the other Party.

18. Force Majeure

The Company reserves the right to defer the date of conducting the Service, or to defer the date of delivery, or to cancel the Contract (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, inclement or inappropriate weather conditions, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, chemical spillages, road closures, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers, consultants or sub-contractors or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.

19. Severance

19.1
If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
19.2
If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable OR the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.

20. General

20.1
Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
20.2
Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
20.3
Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
20.4
Except as expressly provided by this Contract, the parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
20.5
The formation, existence, construction, performance, validity and all aspects of the Contract (including any non-contractual disputes or claims) shall be governed by the laws of England & Wales and the parties submit to the exclusive jurisdiction of the English & Welsh courts.

21. Communications

21.1
Any notice or other information required or authorised to be given under this Agreement may be given by hand or courier, or sent by first class pre-paid post as follows:
(a) to the Company our registered office address and marked for the attention of the Company Secretary,
(b) to the Customer at the address provided during the registration process or to your registered office address (in the case of a corporate body).
21.2
Any notice or other information given by post under clause 21.1 which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing the same was so posted; and proof that the envelope containing any such notice or information was properly addressed, and sent by first class, pre-paid post and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.
21.3
Any notice or other information sent by email or comparable means of communication shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy thereof is sent by first class pre-paid post to the other party at the address referred to in clause 21.1 within 24 hours after transmission.
21.4
Service of any legal proceedings concerning or arising out of this Agreement shall be effected by causing the same to be delivered by hand or by recorded delivery to the company secretary of the party to be served at its registered office, or to such other address as may be notified by the party concerned in writing from time to time.

22. Announcements

No Party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction.

Schedule 1 – Fair Usage Policy

Full Electoral Roll:

Permitted Purpose:

The Customer, where eligible and approved, is granted access to this dataset for the purpose of:

(a) vetting applications for credit or applications that can result in the giving of credit or the giving of any guarantee, indemnity or assurance in relation to the giving of credit, including cash loans and any other form of financial accommodation; and
(b) meeting any obligations contained in the Money Laundering Regulations 2007 or any rules made pursuant to section 146 of the Financial Services and Markets Act 2000.

Audit Rights:

At any time during the term of this Agreement on the provision of 5 business days’ notice from the Company, the Customer shall grant the Company reasonable accompanied access during normal business hours to its premises, computer systems, accounts, documents and records to ensure that the Full Electoral Roll Data has been used by the Customer for the Permitted Purpose outlined above.

Credit Active:

Permitted Purpose:

The Customer, where eligible and approved, is granted access to this dataset for the purpose of:

(a) Assisting in the prevention of money laundering;
(b) ID verification; or
(c) Detecting fraud in relation to the granting of credit to consumers.

Audit Rights:

At any time during the term of this Agreement on the provision of 5 business days’ notice from the Company, the Customer shall grant the Company and/or Equifax reasonable accompanied access during normal business hours to its premises, computer systems, accounts, documents and records to ensure that the Credit Active data has been used by the Customer for the Permitted Purpose outlined above.

Bankmatch:

Permitted Purpose:

The Customer is granted access to this dataset for use in connection with the UK BACS scheme, Faster Payments scheme, CHAPS Sterling scheme and Cheque and Credit Clearing scheme for the following purposes and in accordance with the terms detailed in the Extended ISCD Customer Licence at Schedule 2:

(a) Assisting in the prevention of money laundering;
(b) ID verification; or
(c) Detecting and preventing fraud.

Audit Rights:

At any time during the term of this Agreement on the provision of 5 business days’ notice from the Company, the Customer shall grant the Company reasonable accompanied access during normal business hours to its premises, computer systems, accounts, documents and records to ensure that the Bankmatch data has been used by the Customer for the Permitted Purpose outlined above.

Bankmatch Live:

Permitted Purpose:

The Customer is granted access to this dataset for the purpose of:

(a) Assisting in the prevention of money laundering;
(b) ID verification; or
(c) Detecting fraud in relation to the granting of credit to consumers.

Audit Rights:

At any time during the term of this Agreement on the provision of 5 business days’ notice from the Company, the Customer shall grant the Company reasonable accompanied access during normal business hours to its premises, computer systems, accounts, documents and records to ensure that the Bankmatch data has been used by the Customer for the Permitted Purpose outlined above.

Royal Mail PAF® Data

Permitted Purpose:

The Customer is granted access to Royal Mail PAF® Data in accordance with the terms and conditions detailed in the Royal Mail PAF® Licence Agreement set out at Schedule 3.

Audit Rights:

At any time during the term of this Agreement on the provision of 5 business days’ notice from the Company, the Customer shall grant the Company reasonable accompanied access during normal business hours to its premises, computer systems, accounts, documents and records to ensure that the Royal Mail PAF® Data has been used by the Customer for the Permitted Purpose outlined above.

Access Site(s):

Permitted Site(s):

The Customer will only be permitted to access the Service from the address(es) provided to the Customer during the registration and order process when accepting the Terms and Conditions for access to be granted to the Service.

Audit Rights:

At any time during the term of this Agreement on the provision of 5 business days’ notice from the Company, the Customer shall grant the Company reasonable accompanied access during normal business hours to its premises, computer systems, accounts, documents and records to ensure that the Service has been solely used by the Customer at the Permitted Site(s) as outlined above.

Schedule 2 – Bankmatch Data

VocaLink Extended Industry Sorting Code Directory Customer Licence

These are the terms by which you may use the Bankmatch data based on the Extended Industry Sorting Code Directory (as defined below). By accepting this Agreement or otherwise accessing or using the Extended ISCD, you signify that you have read, understood, and agree to be bound by the terms set out in this Schedule (“Customer Licence”).
1.
In this Customer Licence the following definitions and rules of interpretation shall apply:

“Customer” means a party to whom the Master Distributor grants a Customer Licence to use the Extended ISCD.

“Customer Licence” means the licence granted by the Master Distributor to a Customer allowing it to use the Extended ISCD.

“Extended Industry Sorting Code Directory” or “Extended ISCD” means the VocaLink product by these names, consisting of a copy of a computer file of Sorting Code Data or any data taken from the computer file of Sorting Code Data and incorporated into any computer file or product produced by the Master Distributor.

“IDU-AML Service” means the ID verification service produced and supplied by the Master Distributor.

“Master Distributor” means Tracesmart Ltd trading as LexisNexis, a company incorporated in England and Wales under registration number 3827062 the registered office of which is at Global Reach, Dunleavy Drive, Cardiff, CF11 0SN.

“Sorting Code” means the code numbers issued from time to time by UK Payments for use in payment schemes operated by its members.

“Sorting Code Data” means the information that constitutes a sort code.

“UK Payments” means UK Payments Administration Limited, a company incorporated in England and Wales under registration number 01935025, the registered office of which is at 2 Thomas More Square, London, E1W 1YN.

“VocaLink” means VocaLink Limited of Drake House, 3 Rivers Court, Homestead Road, Rickmansworth, WD3 1FX, registered in England, company number 6119048.

2.
The Master Distributor grants the Customer a non-exclusive, terminable licence to use the Extended Industry Sorting Code Directory (or any derivative thereof), made available to the Customer by the Master Distributor through the Master Distributor’s IDU Service, on terms contained at least set out in this Customer Licence.
3.
Except as set out in this Customer Licence (and s.296A of the Copyright Designs and Patents Act 1988) the Customer is not granted any rights to copy, modify, develop or adapt the Extended ISCD or to use, sell, dispose of or transfer the Extended ISCD or any copies thereof in the possession of the Customer, and no title or rights of ownership, copyright or any other intellectual property rights in the Extended ISCD are or will be transferred to the Customer.
4.
The Customer’s right to use the Extended ISCD is limited to use in connection with the UK BACS scheme, Faster Payments scheme, CHAPS Sterling scheme and Cheque and Credit Clearing scheme.
5.
The Customer acknowledges and accepts that all property rights including but not limited to Intellectual Property rights in the Sorting Code, Sorting Code Data, and the Extended ISCD are owned by UK Payments.
6.
No title or rights of ownership or any Intellectual Property rights in the Extended ISCD, Sorting Code or Sorting Code Data are or will be transferred to the Customer.
7.
The Customer shall not make any copies of the Extended ISCD except for one copy of the Extended ISCD for backup purposes.
8.
The Customer acknowledges and accepts that the Extended ISCD and all copies thereof are the property of VocaLink and the Customer shall not sell, loan or in any other way dispose any copies of the Extended ISCD to any third parties.
9.
The Customer shall keep the Extended ISCD confidential and not disclose the Extended ISCD to any third party.
10.
Upon the Customer ceasing to use the Extended ISCD, the Customer shall return to the Distributor (or Master Distributor as applicable) all copies of the Extended ISCD in the Customer’s possession or control. The Customer agrees to delete all copies of the Extended ISCD from its computer systems before disposal of the computer systems by another third party.
11.
The Customer acknowledges and accepts that the Extended ISCD and any related data licensed to the Distributor are provided on an “as is” basis. This Customer Licence does not grant any warranty or indemnity of any kind whatsoever in respect of the Extended ISCD and excludes to the fullest extent permitted by law all conditions and warranties express or implied or otherwise.
12.
The Customer shall update its Extended ISCD at least monthly.
13.
The Customer acknowledges and accepts that VocaLink and its officers, employees, agents and licensors have no liability to it whatsoever in connection with this Customer Licence or the Customer’s use of the Extended ISCD.
14.
The Customer shall ensure that all of its relevant staff are aware of and comply with the terms of the Customer Licence.
15.
The Customer shall ensure that all copies of the Extended ISCD and of any manuals made by the Customer will incorporate a notice indicating that copyright in the Extended ISCD and any related manuals is vested in VocaLink.
16.
No forbearance, delay or indulgence by either party in enforcing the provisions of this Customer Licence shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
17.
VocaLink may enforce any provision of this Customer Licence subject to and in accordance with the Contracts (Right of Third Parties) Act 1999.
18.
Subject to Clause 17 above, a person who is not a party to this Licence has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this Customer Licence but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
19.
This Customer Licence shall be governed by and construed in accordance with the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

Schedule 3 – Royal Mail PAF® End User Terms

Royal Mail has stipulated that the following terms and conditions of this Licence Agreement shall apply to a client of LexisNexis who is licensed to receive the Royal Mail PAF® Data. These terms and conditions have been imposed by Royal Mail and LexisNexis has no authority or ability to agree to any amendments.

Definitions:

Bureau Customer means a customer for a Bureau Service

Bureau Services means a service comprising the Data Cleansing of a Customer Database and the supply of the resulting Cleansed Customer Database back to the relevant customer

Data Cleansing means the processing of existing data records using PAF® Data:

(a) including validating, reformatting, correcting or appending additional data to those records; and
(b) including the use of PAF® Data within address capture applications; but
(c) not including Data Extraction (whether carried out by an address capture application or otherwise)

Data Extraction means the extraction of PAF® Data or any part of it for the generation of new address records in a new or existing database

End User means a single legal entity who you or a Licensee may permit to use PAF® Data through its Users in accordance with this Licence

Extracted Data means data generated as a result of Data Extraction

PAF® Data means Royal Mail’s database known as PAF®, and including the database known as the “Alias File”

Solution means a product or service or other solution which benefits from or includes PAF® Data (including the provision of PAF® Data itself), in whatever form, however produced or distributed and whether or not including other functionality, services, software or data

Substantially All Database means a database which on its own or as part of another database comprises all or substantially all the addresses in the United Kingdom or any of England, Wales, Scotland or Northern Ireland

1. End Users’ permitted use of Solutions
End Users may freely use PAF® Data in Solutions in accordance with these End User Terms.

2. Conditions of use
(a) End Users must not make copies of PAF® Data except as permitted by these End User Terms or reasonably necessary for back-up, security, business continuity and system testing purposes.
(b) End Users may use PAF® Data for Data Extraction but Extracted Data:

(i) may only be accessed by Users, and
(ii) must not be supplied or any access to it provided to any third party.

(c) End Users may provide Cleansed data to third parties provided that:

(i) where that supply is a Bureau Service, the End User and the Bureau Customers comply with the restrictions in Schedule 4, and
(ii) if such databases are Substantially All Databases:

(a) such databases are not represented or held out as a master, original or comprehensive address database or other similar description,
(b) the access is provided in the course of the End User’s normal data supply or routine business activities and is not carried on as a business in its own right, and
(c) the provision includes a prominent notice that the relevant Cleansed data has been cleansed against PAF® Data.
(d) End Users must not permit access to, display or communicate to the public any Solutions, except for the purposes of capturing or confirming address details of third parties.
(e) Except as set out in these End User Terms, End Users must not:

(i) transfer, assign, sell or licence Solutions or their use to any other person;
(ii) use Solutions to create a product or service distributed or sold to any third party which relies on any use of PAF® Data, including copying, looking up or enquiring, publishing, searching, analysing, modifying and reformatting, or
(iii) copy, reproduce, extract, reutilise or publish Solutions or any of them.

3. Subcontracting
End Users may provide PAF® Data to their subcontractors who may use it to the extent necessary for:
(a) the provision of information technology services to the End User, or
(b) acting on behalf of the End User in each case for the End User’s own business purposes and not those of the sub-contractor and provided that each such sub-contractor agrees to observe the restrictions on use of PAF® Data contained in these End User Terms and that the End User is responsible for any breaches of those terms by such sub-contractor.

4. Personal rights
End User rights are personal, limited and non-transferable.

5. Royal Mail’s IPR notice
(a) the End User acknowledges that Royal Mail is the owner of the intellectual property rights in PAF® Data and the PAF® brand and it does not acquire and is not granted any rights to use those intellectual property rights other than as set out in these End User Terms.
(b) the End User must not remove any notice relating to Royal Mail’s intellectual property rights in PAF® Data.
(c) the End User may not advertise or promote Solutions as endorsed or approved by Royal Mail.

6. Cessation of use of PAF® Data
End Users must cease use of PAF® Data if their right to use PAF® Data is terminated and also destroy any copies of PAF® Data they hold.

7. PAF® use by Users End Users must ensure that:
(a) these End User Terms bind their Users,
(b) only their Users exercise the use rights of Solutions and PAF® Data granted to End Users further to these End User Terms, and
(c) in the event of termination or expiry of End Users’ rights to use Solutions and PAF® Data, the rights of Users to use them also terminate.

8. CHANGES TO THE LICENCE
(a) Except as set out in this clause, the terms of this Licence may only be changed if Royal Mail and Tracesmart Ltd agree in writing.
(b) Royal Mail may change the terms of this Licence (including changing the Licence Fees) on giving 3 months’ notice published on the PAF® Licensing Centre:

(i) where such change has previously been notified to and discussed with the PAF Advisory Board and OFCOM (or their respective successor bodies), or
(ii) if the change is necessary to comply with the law.

Version Number 4

Last Updated 7th September 2016

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