In these Conditions the following words shall
have the meanings set opposite them:-
"Account" means the account that you open with us for the
provision of n2check Services by completing an online application form
on the Website.
"Charges" means our charges for providing you with the
n2check Services.
"Credit Data" means any business or financial information
and/or data supplied by us relating to any Subject including Third Party
Data.
"n2check Services" means the real-time credit decisioning
solutions that contain Credit Data that we derive from the Database and
supply to you in accordance with these Conditions.
"Database" means the machine-readable databases containing
business and financial information from which we derive Credit Data.
"Effective Date" means the date you agree to be bound by
these Conditions by clicking to accept on the Website.
"Intellectual Property Rights" means any enforceable
intellectual property rights including but not limited to copyright,
database right, patent, trade mark, trade secret or registered design
right.
"Order" means an online request for us to supply n2check
Services.
"Parties" means you and us and "party' shall be
construed accordingly.
"Quarter Day" means 31 March, 30 June, 31 October and 31
December in any year.
"Subject" means any person, company or partnership
established in the United Kingdom, whether trading or not.
"Third Party Supplier" means any third party supplier that
licences Third Party Data to us.
"Third Party Data" means such Credit Data as Third Party
Suppliers have supplied to us.
"We" "us" "our" means n2check or Cifs check, which are
trading styles of n2check Limited.
"Website" means our website having the URL: www.cifscheck.com
"Working Day" means Monday to Friday excluding bank and
public holidays.
"You" means the person firm or corporation that asks us to
supply the n2check Services by opening an Account.
1.2.
Headings used in these Conditions are for
convenience only and shall not affect their interpretation.
1.3.
These Conditions shall come into force on the
Effective Date and each Order shall be subject exclusively to the
Conditions.
2.
LICENCE
2.1.
In consideration of the Charges, we grant to
you a non-exclusive non-transferable licence to use the Credit Data that
we supply to you as part of the n2check Services on the terms set out
below.
2.2.
You agree to use the Credit Data solely for
your own internal business use. You agree not to use store copy sell
redistribute or deal with the Credit Data in any other manner or for any
other purpose without our prior written consent.
2.3.
The Credit Data may comprise Third Party Data.
You agree to exercise your own judgment in the use of the Credit Data and
shall be solely liable for all opinions recommendations forecasts or
comments made or actions taken in reliance on the Credit Data.
3.
N2CHECK SERVICES
3.1.
We will not be obliged to accept any Order and
we may refuse to provide the n2check Services without giving any reason.
Where we agree to accept an Order, we will use reasonable skill and care
in providing the n2check Services.
3.2.
Each Order shall constitute a separate and
severable contract between you and us.
3.3.
We will endeavour to make the n2check
Services available to you between the hours of [0900] and [1700] hours on
each Working Day. However, we cannot warrant the uninterrupted operation
of the Website nor that the Website will be free of errors, viruses,
trojans, worms or any other malware.
4.
YOUR OBLIGATIONS
4.1.
You agree not to do or facilitate or attempt
to hack into, tamper with, disrupt or circumvent security on the Website
or otherwise act in bad faith. If you do so, we may, without prejudice to
any other right or remedy available to us:
4.1.1.
Suspend or terminate your Account and / or any Order;
4.1.2.
Refuse to supply you with Credit Data notwithstanding that you
have paid us the Charges.
5.
REFERRAL SCHEME
5.1.
CIFS receives a royalty payment from N2 Check for completed sales
6.
PAYMENT
6.1.
The Charges shall be based on the number of
items of Credit Data that you purchase from us.
6.2.
The Charges are exclusive of Value Added Tax
and where applicable shall be payable at the rate prevailing from time to
time. We reserve the right to vary the Charges on written notice to you at
any time. For the purpose of the Conditions "written" shall
include but not be limited to posting details on the Website.
6.3.
Unless we specify otherwise, you must pay the
Charges in advance of receiving the Credit Data without deduction or set
off. If for any reason your payment fails, we may do one or more of the
following, without prejudice to any other rights or remedies available to
us:
6.3.1.
charge you interest on any portion of unpaid Charges
at 4% above the
Barclays Bank Base Rate from time to time;
6.3.2.
suspend your Account;
7.
LIABILITY
7.1.
The Credit Data may in whole or part be
compiled from or contain advice or opinions based on Third Party Data the
accuracy or completeness of which we are unable to verify. Whilst we will
use our reasonable endeavours to ensure that the Credit Data is accurate
and complete we do not warrant the accuracy or completeness of any Credit
Data supplied to you or the validity of any advice or opinion contained in
the Credit Data. Accordingly, we will not accept any liability for any
error or omission in the Credit Data.
7.2.
Any times and dates quoted for delivery of the
n2check Services are approximate only and we will not be liable for any
delay or failure by us or our officers employees or agents in delivering
by whatever means the n2check Services howsoever caused. Time of
delivery shall not be of the essence.
7.3.
We will not be liable for any loss of
business, loss of profit, loss of contract, loss of goodwill or
anticipated savings or any type of special indirect or consequential loss
(including loss or damage you suffer as a result of a claim by a third
party) even if such loss was reasonably foreseeable or you had advised us
of the possibility of your incurring the same.
7.4.
Subject to the above provisions, our liability
to you in respect of any Order shall be limited to the Charges paid or
payable by you in respect of the Order giving rise to your claim.
8.
COPYRIGHT
8.1.
You acknowledge that all Intellectual Property
Rights subsisting in the Credit Data, the Database including the manner in
which the Credit Data and Database are respectively presented or
displayed, whether or not capable of registration, are either our property
or the property of a Third Party Supplier (as the case may be). You will
not at any time challenge or dispute our ownership or the ownership of any
Third Party Supplier (as the case may be) of any such rights.
8.2.
You acknowledge that we have spent and will
continue to spend considerable time and resources on the selection and
arrangement of the Database as an original intellectual creation and to
collect collate compile and reformat the Credit Data. Accordingly we own
the copyright in the contents of the Database and its selection and
arrangement and the electronic materials necessary for its operation
without prejudice to the rights of third parties.
9.
CONFIDENTIALITY
9.1.
You undertake to keep the Credit Data
confidential and limit access to those of your employees who either have a
need to know or are engaged in their use and shall not disclose the Credit
Data in whole or part in any format or medium to any third party.
9.2.
You shall keep the existence and terms of the
Conditions confidential and shall not disclose the same to any third party
except for your professional advisers or if you are required by law to do
so.
10.
FORCE MAJEURE
10.1.
Neither party shall be under any liability to
the other in respect of any failure to carry out or delay in carrying out
its obligations under these Conditions (except payment pursuant to Clause
6) attributable to any cause of whatever nature outside its reasonable
control.
11.
CANCELLATION
11.1.
We may cancel an Order at any time on notice
to you and our sole liability to you shall be to refund you the Charges
you have paid us in respect of the cancelled Order.
11.2.
Our right to cancel an Order shall be without
prejudice to any other right or remedy available to us for any breach of
the Conditions by you and without prejudice to any right expressed to
survive termination or expiry of the Condition.
11.3.
You may cancel an Order at any time on giving
us written notice but you shall not be entitled to a refund of the Charges
payable in respect of the cancelled Order once we have accepted that
Order.
12.
PRIVACY
12.1.
In accepting the Conditions you accept and
agree to be bound by the terms of our Privacy Policy as displayed on the
Website.
13.
NOTICES
13.1.
Any notice to be served by us in accordance
with the Conditions shall be in writing and delivered by first class
prepaid post and by email to the address and e-mail address notified to us
in the "My Account" section of your Account. Any notice to be
served by you to us in accordance with the Conditions shall be in writing
and sent by first class prepaid post to our registered office and by
e-mail to [affiliates@n2check.biz].
13.2.
Notices served in accordance with clause 13.1
above will be deemed to have been received by the recipient within 72
hours of posting or 24 hours if sent by email to the recipient's email
address.
14.
ASSIGNMENT
14.1.
We may assign or sub-contract our rights and
obligations under the Conditions at any time on notice to you. You may not
assign the benefit of or your obligations under the Conditions without our
prior written consent.
15.
GENERAL
15.1.
These Conditions constitute the entire
agreement between the parties in respect of the n2check Services and
supersede any earlier arrangements, understandings, promises or agreements
made between the parties in respect of the n2check Services.
15.2.
You acknowledge that in instructing us to
provide the n2check Services, you do not do so on the basis of any
representation, warranty or any provision not expressly contained within
these Conditions.
15.3.
Any failure by us to enforce a breach of the
Conditions by you shall not be deemed to be a waiver of any subsequent
breach of these Conditions that you may make.
15.4.
If at any time any one or more of the
Conditions are held to be unenforceable, illegal or otherwise invalid in
any respect, such enforceability, illegality or invalidity shall not
affect the remaining Conditions, which shall continue in full force and
effect.
15.5.
Nothing in the Conditions shall create or be
deemed to create a partnership or joint venture between the parties or the
relationship of principal and agent or employer and employee.
15.6.
The parties agree that no third party shall be
afforded any rights under the Conditions.
15.7.
We may amend the Conditions at any time by
posting the change on the Website.
15.8.
No variation of or waiver of or amendment to
the Conditions shall be binding on n2check unless agreed in writing by a
Director on its behalf.
15.9.
English law shall govern the Conditions and
the parties agree to submit to the exclusive jurisdiction of the English
Courts in all matters regarding the Conditions.
