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Terms & Conditions

Contract covering the terms and conditions of use of Car Reg Checks Trade Platform

1. Definitions and Interpretations:

1.1 In these Terms, the following words shall have the following meanings:
1. "Access Codes": any user name, password and other identifying information by which the Customer accesses the Database;
2. "Agreement": the agreement between Car Reg Checks and the Customer on these Terms.
3. "Customer": the customer named in the trade account.
4. "Customer Application": any application or tool by which the Customer enables Users to access the Database, as approved by Car Reg Checks from time to time under clause 3.3(d);
5. "Data": any and all information contained within the Database.
6. "Database": the database specified in the trade platform;
7. "Fees": the fees payable by the Customer to Car Reg Checks under this Agreement;
8. "Initial Term": the initial term (if any) of this Agreement;
9. "Liability": any and all liability of Car Reg Checks in contract, tort (including, without limitation, negligence) or otherwise whether arising out of, in connection with or in relation to the Services, the Data or (where applicable) the Software or otherwise under or in connection with this Agreement;
10. "Car Reg Checks": MD Data Source Limited T/A Car Reg Checks (13051304 registered in England and Wales);
11. "Payment Terms": the payment terms applying to the Fees;
12. "Permitted Use": the purposes for and manner in which the Customer and its Users are permitted to access the Database and use the Data;
13. "Services": the services to be provided by Car Reg Checks under this Agreement, being either Car Reg Checks related to Data via Web Service or Online Query;
14. "Software": the software provided by Car Reg Checks for the purpose of accessing Data:
15. "Software Licence": Car Reg Checks’s standard software licence for the Software, a copy of which will be provided to the Customer on request;
16. "User": any person (including without limitation any employee of the Customer) who accesses the Database using the Software or a Customer Application;
17. "Data via Web Service": the service provided by Car Reg Checks by which the Customer is enabled to access the Database for the purposes of presenting that information to employees and third parties by means of the Customer’s own front-end applications; and
18. "Online Query": the service provided by Car Reg Checks by which the Customer is enabled to access the Database by means of the Software.
1.2 References to clauses are to the clauses of these Terms.
1.3 Headings are for convenience only and shall be ignored in interpreting these Terms.

2. AGREEMENT

2.1 In consideration of the Customer agreeing to pay Car Reg Checks the Fees and comply with its other obligations under these Terms, Car Reg Checks:
2.2 Agrees to provide the Services to the Customer; and
2.3 Licences the Data to the Customer for the Permitted Use for the Initial Term in each case subject to and in accordance with these Terms;
2.4 Upon the expiry of the Initial Term and any subsequent terms this Agreement shall automatically renew for a period of 12 months, subject to any lawful termination in accordance with clause 12.

3. ACCESSING THE SERVICE

3.1 Where the Services include Online Query;
1. Car Reg Checks shall make the Software available by either download and installation by the Customer or via login online, and
2. The Customer agrees that the provisions of the Software Licence shall govern its use of the Software;
3.2 The Customer shall:
1. Ensure that Users comply with the terms of the Software Licence, and
2. Be liable to Car Reg Checks for any breach of those terms by any User as if that breach were a breach by the Customer.
3.3 Where the services include Data via Web Service:
1. Car Reg Checks shall provide the Customer with Access Codes for the purpose of accessing the Database by means of Customer Applications;
2. The Customer shall be responsible for configuring all Customer Applications in order to provide access to the Database;
3. The Customer shall ensure that Users are able to access the Database only by means of Customer Applications, and shall ensure that Users do not have direct access to the Database other than by those means;
4. The Customer shall give Car Reg Checks full particulars of any Customer Application by which the Customer proposes to access the Database from time to time, and the Customer shall only be entitled to use Customer Applications that are approved by Car Reg Checks in writing (such approval not to be unreasonably withheld).

4. USE OF DATA

4.1 The Customer shall use the Data only for the Permitted Use.
4.2 The Customer shall only permit the following persons to access the Database using the Services:
1. Access using Online Query: only the Customer’s employees or other personnel;
2. Access using Data via Web Service: the Customer’s employees or other personnel OR customers of the Customer.
4.3 The Customer shall:
1. Ensure that each User accessing the Database under clause 4.2 complies with the restrictions on how the Data may be used as set out in this Agreement.
2. Ensure that Car Reg Checks has the right to bring proceedings directly against that User for any breach of those restrictions and
3. Without limitation to clause 4.2(b), be liable to Car Reg Checks for any breach of those restrictions by any User as if that breach were a breach by the Customer.
4.4 The Customer agrees:
1. Not to use any computerised or automated tool or application to search, index, test or otherwise obtain information from the Database, other than the Software or a Customer Application approved by Car Reg Checks under clause 3.3(d).
2. Not to systematically download Data or to store Data in a way that allows for later "offline" retrieval without accessing the Database as stored on the Car Reg Checks systems and not to refuse Car Reg Checks Data for any purpose other than the terms outlined in this Agreement and particularly within the listed Permitted Use;
3. Not to create any copy of the Database or of any part of the Database, or to create any other databases derived in whole or in part from the Data;
4. Not to use the Data to provide credit-reference services or moveable asset enquiry services to any other person; and
5. Not to permit any other person (including without limitation any User) to do any of the above.
4.5 The Customer agrees to assist Car Reg Checks in correcting or preventing any unauthorised use of the Data, and acknowledges that Car Reg Checks may from time to time implement tools or other controls on the Database to regulate or restrict unauthorised use (including without limitation any use of computerized or automated applications that are used to search, index, test or obtain information from the Database).
4.6 The Customer shall promptly notify Car Reg Checks of any infringements of copyright or database right in the Database or any unauthorised use of which the Customer becomes aware. The Customer shall cooperate fully with the Car Reg Checks in investigating any such unauthorised uses and taking reasonable steps to prevent a reoccurrence.
4.7 The Customer shall:
1. Comply with all applicable legislation in relation to its use of the Data, and
2. Ensure that it has all necessary registrations and licences for its use of the Data.
4.8 You consent that MD Data Source Limited may collect, use, disclose and retain your personal data, which you have provided and share it with third party organisations through which MD Data Source Limited carries out it’s marketing, for providing marketing material, in accordance with the Data Protection Acts 1998 and our privacy, data protection and cookie policy. If you wish to contact us about the use of your data please direct your enquiry to trade@carregchecks.co.uk.

5. DATA SECURITY

5.1 The Customer acknowledges that the Data is of a sensitive and confidential nature and includes Copyright data, and accordingly that a high level of security and confidentiality is necessary in relation to the Data.
5.2 Without limitation to the following provision of this clause, the Customer agrees to comply with any and all reasonable requirements notified to it by Car Reg Checks from time to time for the purpose of maintaining the security of the Data.
5.3 The Customer shall ensure that
1. All Access Codes are kept strictly confidential, and in particular (without limitation)
2. That the Access Codes are not disclosed to any User; and shall maintain appropriate technical and organisational security measures and procedures to prevent: unauthorised access to the System by any person; or unauthorised disclosure or obtaining of any Access Codes.
5.4 Car Reg Checks may issue new Access Codes to the Customer from time to time, and will do so within a reasonable time after the Customer requests that it do so. Except where Car Reg Checks considers a shorter period necessary for maintaining the security of any Data, any new Access Codes will come into force (and the previous Access Codes cease to apply) 24 hours after the new Access Codes are notified to the Customer.
5.5 The Customer shall inform Car Reg Checks immediately upon the Customer becoming aware of:
1. Any unauthorised access to the System;
2. Any unauthorised disclosure or obtaining of any Access Codes; or
3. The loss or theft of any equipment which the Customer (or any User) uses to access the Services.
5.6 The Customer is responsible for all use of the Services made by means of its Access Codes, and must pay any fees and charges incurred for those Services whether or not it authorises these fees and charges.

6. RECORDS AND AUDITING

6.1 The Customer shall:
1. maintain records of the use of Data in the form specified by Car Reg Checks from time to time, and including (without limitation) particulars of all Users and the Data accessed by each User; and
2. Permit Car Reg Checks (or its duly authorised agent or representative) access to those records for the purposes of inspection and audit, including the right to take copies of or extracts from the same.
6.2 The Customer agrees that Car Reg Checks may from time to time pass on copies of the records maintained under clause 6.1, along with details of the Fees payable by the Customer and any other information relating to the Customer or the Services, to any licensor of Data accessed by the Customer or any User.

7. FEES

7.1 Car Reg Checks will invoice the Fees to the Customer monthly on the same day of each month.
7.2 The Customer shall pay the Fees in accordance with the Payment Terms by electronic transfer to Car Reg Checks’s bank account as notified by Car Reg Checks to the Customer from time to time.
7.3 Car Reg Checks fees are subject to change at any time by posting details of the new fees on the Website. The fees on the Website do not include all taxes, such as VAT, which you may have to pay.
7.4 Without prejudice to any other terms of this Agreement, if at any time any supplier of data used by MD Data Source in the Services (“Third Party Data”) increases the price which MD Data Source is required to pay for the Third Party Data, MD Data Source shall be entitled to increase the fees to reflect the increased cost of the Third Party Data on giving not less than 30 days’ written notice to the Client.
7.5 If the customer fails to pay any amount payable by it under this Agreement, Car Reg Checks shall be entitled but not obliged to charge the Customer interest on the overdue amount, payable by the Customer immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8% per annum above the base rate for the time being of Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly. Car Reg Checks reserves the right to claim interest and/or compensation.

8. WARRANTIES

8.1 Car Reg Checks warrants that;
1. It shall exercise reasonable care and skill in the provision of the Services; and
2. It has the right to enter into this Agreement and to licence the Customer to access and use the Data in accordance with this Agreement.
8.2 The Customer acknowledges that:
1. It has assessed for itself the suitability of the Database for its requirements;
2. The content and accuracy of the Database is outside the control of Car Reg Checks; and
3. The nature of the information in the Database is such that it is not appropriate for the Customer or any other person to make commercial decisions based solely on that information, and accordingly (without limitation to this clause 8.2). Car Reg Checks does not warrant that the Database will:
  1. Meet the Customer’s requirements; or
  2. Be free of errors or omissions.
8.3 The warranties and conditions stated in this Agreement are in lieu of all other warranties, conditions or other terms, whether express or implied, statutory or otherwise, all of which are expressly excluded, including, without limitation, any implied warranties or conditions as to satisfactory quality, fitness for a particular purpose or as to the use of reasonable skill and care.

9. LIABILITY

9.1 Nothing in this Agreement shall limit Car Reg Checks’s liability for:
1. Personal injury or death caused by its negligence; or
2. Fraudulent misrepresentation.
9.2 Subject to clause 8.3, Car Reg Checks shall have no Liability for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise):
1. Loss of revenue; loss of actual or anticipated profits (including for loss of profits on contracts); loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data; or
2. Any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, whether or not such loss or damage is of a type specified in clause 9.1 above.
9.3 The Customer shall indemnify and keep indemnified Car Reg Checks from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with the Customer’s negligence, default or breach of these Terms, including without limitation any unauthorised use of the Data.

10. SUSPENSION

10.1 Car Reg Checks may suspend the Services (and thus all access to the Database by the Customer and its Users) with immediate effect and without prior notice if:
1. Any Fees or other sum due from the Customer to Car Reg Checks are overdue; or
2. The Customer is in breach of any of the other terms of this Agreement until such time as all outstanding Fees or other sums are paid or all such breaches remedied, as applicable.
10.2 Car Reg Checks may suspend the Services in the event that it is temporarily unable to perform the Services as a result of the unavailability of the Data or any other circumstances rendering the Services incapable of performance.
10.3 Car Reg Checks shall give the Customer notice of any suspension as soon as reasonably practicable after that suspension comes into effect.

11. TERMINATION

11.1 Either party may terminate this Agreement by not less than three months' notice in writing to the other, such writing to expire on or after the last day of the Initial Term (if any). If a Trade Account is terminated with a Credit Balance, the customer shall not be entitled to receive a refund in the amount of the current balance on their account.
11.2 Either party may give notice in writing to the other terminating this Agreement with immediate effect if:
1. The other party commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified of the breach; or
2. If an order is made or a resolution is passed for the winding up of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or if a receiver is appointed of any of the other party’s assets or undertakings of if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
11.3 Car Reg Checks may terminate this Agreement by notice in writing to the Customer if any Fees or other sum due from the Customer to Car Reg Checks remain outstanding more than 14 days after the due date for payment of those Fees or that other sum.
11.4 Car Reg Checks may at any time terminate this Agreement by notice in writing to the Customer in the event that it is unable to perform the Services as a result of the unavailability of the Data or any other circumstances rendering the Services incapable of performance.
11.5 Termination of this Agreement however caused shall be without prejudice to any rights or liabilities accrued at the date of termination.
11.6 The following provisions of this Agreement shall survive termination: Definitions & Interpretations, 11.5, 11.7, Confidentiality, Notices and General.
11.7 Upon termination of this Agreement (at any time for any reason):
1. All sums owed to Car Reg Checks by the Customer shall become payable immediately;
2. The Customer’s rights under clause 2 shall cease immediately; and
3. Any Software Licence shall terminate immediately.

12. CONFIDENTIALITY

12.1 Each party agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential and will not use for its own purposes not without the prior written consent of the other party disclose to any third party all information of a confidential nature (including trade secrets and information of commercial value) which may become known to that party from the other party ("confidential information") unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party.
12.2 To the extent necessary to implement the provisions of this Agreement each party may disclose the confidential information to those of its employees as may be reasonably necessary or desirable provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them.

13. NOTICES

13.1 Any notice or other communication given under this Agreement shall be in writing and shall be served by one of the following methods:
1. Delivering it personally;
2. Sending it by registered first-class post;
3. By fax;
13.2 Any such notice or other communication shall be deemed to have been received: if delivered personally, at the time of delivery; in the case of registered first-class post, 48 hours from the time of posting; in the case of fax, at the time of transmission.
13.3 If deemed receipt under clause 13.2 occurs other than between the hours of 9am and 5pm (at the recipient’s local time) on a Business Day, then the notice shall be deemed to be received at 9am on the next Business Day.
13.4 The contact details for each party are as follows:
MD Data Source Ltd 167-169 Great Portland Street, London, England, W1W 5PF, United Kingdom. Email: trade@carregchecks.co.uk). Marked for the attention of the Managing Director. Customer: You (your details submitted on registration)

14. GENERAL

14.1 Assignment
1. The Customer shall not assign, transfer, charge or deal in any other manner with this Agreement or its rights under it or part of it, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement, without the prior written consent to Car Reg Checks.
2. Car Reg Checks may assign, transfer, charge or deal in any other manner with the benefit and burden of this Agreement.
14.2 No Partnership or Agency: Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other.
14.3 Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to it.
14.4 Amendments: Save as expressly provided in this Agreement, no amendment or variation of this Agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.
14.5 Waiver: The failure of a party to exercise or enforcement of it at any time or times thereafter.
14.6 Severability:
1. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
2. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
14.7 Rights of Third Parties: A person who is not a party to this Agreement has no right to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
14.8 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts.
14.9 Solus Supply: During the contract period the customer agrees to use only Car Reg Checks for the supply of any vehicle registration number or VIN linked data.

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