These Terms and Conditions apply to the provision of commercial credit and marketing data, reports, and other services provided by the Supplier to the Customer. Unless expressly agreed in writing by the Supplier, they apply to the exclusion of all other written or verbal representations, statements, proposals or agreements.
- The following expressions shall have the following meanings:
Business Information means any UK or international credit report, marketing data or other business information of any kind supplied by the Supplier to the Customer under this Agreement.
Contributors mean any party who owns any part of the Business Information.
Customer means any individual, firm, partnership, company or organisation or any other undertaking, which orders or receives from the Supplier any Business Information.
Invoice Plan means the payment mechanism applicable to a Customer who wishes to pay for Business Information via invoice.
Intellectual Property Rights means any and all intellectual property rights and industrial property rights of any nature whatsoever including without limitation patents, patent applications, copyright, know-how, technical and commercial information, designs, design rights, internet domain names, database rights, trademarks, service marks or business names, application to register any of the aforementioned rights, trade secrets and rights of confidence, in each case in any part of the world and whether or not registered or registrable.
Licence means the licence granted by the Supplier to the Customer to use the Business Information as set out in clause 10.
Minimum Period means to the minimum payment period agreed between the Supplier and the Customer.
Order Acknowledgment means the Supplier’s written acceptance of an Order, subject to these Terms and Conditions and any additional terms contained in the Order Acknowledgment.
Payment Plan means the payment mechanism applicable to a Customer who wishes to pay for Business Information via regular Direct Debit payments, invoices or credit/debit card payments.
Registration means completion and submission of the registration information when entering the Site.
Site means the websites www.cocredo.co.uk and xmlgw.cocredo.co.uk operated by the Supplier.
Start Date means the date at which the Supplier starts providing the Business Information.
Supplier means CoCredo Ltd a company registered in England and Wales with company registration number 05319965 and has their registered office address at Missenden Abbey, Great Missenden, Buckinghamshire HP16 0BD.
Term means the term of any Agreement.
- After the Customer submits their Registration, they will receive an email from the Supplier acknowledging that the Registration has been received.
- These Terms and Conditions will become binding on the Customer when the Customer submits its Registration.
- The contract between the Customer and the Supplier (Contract) comprises:
- any agreement between the Customer and the Supplier for the sale of Business Information (Agreement) that is confirmed by an Order Acknowledgement; and
- any order submitted by the Customer to the Supplier for the sale of Business Information (Order) that is accepted by the Supplier by issuing an Order Acknowledgement.
- These Terms and Conditions together with the contents of any relevant Order Acknowledgement will apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- The Supplier reserves the right to amend these Terms and Conditions at any time by posting the amended Terms and Conditions on the Site or emailing them to the Customer.
- By registering on the Site, the Customer warrants that:
- the individual submitting the Registration on the Customer’s behalf has the authority to bind the Customer;
- the address used in the Registration process is the principal place of business of the Customer; and
- all other information provided on Registration is true, accurate and complete.
- The Business Information is licensed to the Customer for the Customer’s internal business use only in the territory in which it is purchased. Such licence is non-exclusive, non-transferable and limited to the period of 12 months from the date the Business Information is obtained by the Customer or the Term (whichever is the longer) and is subject to the restrictions in these Terms and Conditions.
- The Contributors own all Intellectual Property Rights in the Business Information in any form and the Customer obtains only such rights as are explicitly granted in these Terms and Conditions.
- The Customer shall not request or make the Business Information available for the use of others, including any parent, subsidiary, affiliated entity, franchisee or dealer of the Customer. The Customer shall not make the Business Information available to others in any form, unless required by law where the Customer has notified the Supplier or unless the Customer first obtains the Supplier’s written consent.
- The Customer shall not use the Business Information in connection with providing advice or recommendations to others, publish Business Information in the news media, incorporate or use Business Information in any kind of database or marketing list to be provided to a third party, use Business Information to generate statistical or any other information that is or will be provided to third parties, use or permit the use of Business Information to prepare any comparison to other information databases that will be provided to third parties, or produce Business Information in judicial or administrative proceedings, including discovery proceedings, without the Supplier’s prior written consent, unless required by law and where the Customer has notified the Supplier of such legal requirement.
- The Customer may use Business Information only in connection with the particular transaction for which such Business Information was originally requested. The Customer shall not re-license, resell or further distribute Business Information.
- The Customer shall not copy, download, batch harvest, upload or in any other way reproduce the Business Information for the purpose of aggregating the Business Information, save that the Customer may create a copy or backup of the Business Information for the purpose of maintaining an internal archive or for regulatory compliance. Such backup or archive shall not be used for any commercial purpose.
- The Customer will not use the Business Information as a factor in establishing an individual’s eligibility for (i) credit or insurance to be used primarily for personal, family, or household purposes; or (ii) employment. In addition, the Customer will not use the Business Information to engage in any unfair, anti-competitive or deceptive practices and will use the Business Information only in compliance with applicable laws or regulations, including laws and regulations regarding telemarketing, customer solicitation (including fax and/or email solicitation), data protection, privacy and anti-corruption.
- In relation to personal data contained in the Business Information, the Customer undertakes to comply with the following obligations: (i) to use such personal data only for internal business use in connection with the particular transaction for which the Business Information was originally requested; (ii) to ensure that such personal data is only used by appropriate authorised and trained personnel; (iii) to take and maintain appropriate technical and organisational security measures and procedures to safeguard such personal data from accidental loss or unauthorised disclosure; and (iv) subject to the requirements of applicable data protection regulations, to keep such personal data strictly confidential.
- Nothing in these Terms and Conditions excludes or limits the Supplier’s liability for (i) death or personal injury arising from the Supplier’s negligence, (ii) fraud or fraudulent misrepresentation, (iii) breach of its obligations under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, or (iv) any other liability that cannot be excluded or limited by English law.
- Subject to clause 18, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the agreement for:
- Loss of profits;
- Loss of sales or business;
- Loss of agreements or contracts;
- Loss of anticipated savings;
- Increase in bad debt or failure to reduce bad debt;
- Loss of or damage to goodwill; or
- Any indirect or consequential loss.
- The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- In no event shall the supplier’s liability under this agreement exceed the amount received for the particular credit information provided to the customer that is the subject of the claim.
- Though the Supplier uses extensive procedures to keep its database current and to maintain accurate data, the Customer acknowledges that the Credit Information will contain a degree of error. The Customer accepts that (i) it is responsible for determining whether the Business Information is sufficient for the Customer’s use and (ii) must rely entirely upon its own skill and judgment when using the Business Information.
- All business information is provided on an “as is”, “as available” basis. Save as otherwise stated in these terms, the supplier disclaims all warranties, express or implied, including any warranties of accuracy, completeness, currentness, merchantability, or fitness for a particular purpose. The supplier will not be liable for any loss or injury arising out of, in whole or in part, the supplier’s conduct in procuring, compiling, collecting, interpreting or reporting business information.
- The Customer acknowledges and agrees that the Business Information is proprietary to the Supplier and the Contributors and comprises: (a) works of original authorship, including compiled information containing the Supplier’s selection, arrangement and coordination and expression of such Business Information or pre-existing material it has created, gathered or assembled; (b) confidential and trade secret information; and (c) Business Information that has been developed and maintained by us at great expense of time and money, such that misappropriation or unauthorised use by others for commercial gain would unfairly or irreparably harm the Supplier. The Customer agrees that it will not permit any act or omission by its agents, employees, or any third party that would impair the Supplier’s copyright, database rights or other proprietary and intellectual rights in the Business Information. The Customer will not use any of the Supplier’s or Contributors’ trade names, trademarks, service marks or copyrighted materials in listings or advertising in any manner without the Supplier’s prior written approval. Where required by the Supplier, the Customer shall reproduce the Supplier’s or Contributors’ copyright notice and proprietary rights legend on all authorised copies of such Business Information.
- The Customer agrees to indemnify, defend and hold harmless the Supplier against any and all losses, costs, charges, expenses, liabilities, demands, proceedings or actions which the Supplier may suffer, sustain, incur or be subject to arising out of or relating to use of the Business Information by: (i) individuals or entities which have not been authorised by this Agreement to have access to and/or use the Business Information and (ii) the Customer, except where such use by the Customer is in accordance with these Terms and Conditions.
- All times and dates quoted for delivery of any Business Information are estimates only and the Supplier and its Contributors shall not be liable for any liability, loss or damage arising from the delay or failure of themselves or their officers, employees or agents in procuring, presenting, communicating or otherwise providing any Business Information.
- The price of the Business Information shall be in accordance with the Supplier’s quoted rate for the service provided as set out in the Order Acknowledgement (Price). The Price is exclusive of VAT, which shall be due at the prevailing rate at the date of the Supplier's invoice.
- The Customer has three payment options, applicable as specified in the Order Acknowledgement:
- For Invoice Plan customers, payment of the total invoice (including VAT) shall become due and payable within 7 days from the date that the invoice is issued, to take place no earlier than the Start Date, or on such other terms as are set out in the Order Acknowledgement .
- For Payment Plan Customers, this Agreement will last for the Minimum Period and will then continue after the Minimum Period until such time as it is terminated. The Customer can terminate the Payment Plan at the end of the Minimum Period or at any time after the Minimum Period by giving the Supplier at least one months’ notice in writing. The Customer may terminate the Payment Plan prior to the end of the Minimum Period by giving the Supplier one months’ written notice of termination and paying the Supplier all outstanding monthly payments due to the end of the Minimum Period.
- By credit or debit card. A list of the cards that are accepted is published on the Site.
- Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
- the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 28 days after receipt of notice in writing to do so;
- the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
- the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
- the Customer’s financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- Without affecting any other right or remedy available to it, the Supplier may suspend the Customer’s access to the business information if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 29.b to clause 29.d, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
- Where a Customer fails to make payment for Business Information when due, interest at a rate of 5% per month over FHBR (Finance House Base Rate) will be charged from invoice date. There is a standard charge of £40 for failed Direct Debit payments.
- As from the date of termination of this Agreement in any circumstances, the Supplier may refuse the Customer access to the Business Information and the Supplier may take steps to invalidate the Customer's password and thereby prevent access but otherwise termination will not affect the Supplier's entitlement to invoice and be paid for charges accrued under this Agreement or any other right or remedy which either party may have against each other.
- Without prejudice to any other rights that the Supplier may have under this Agreement or at law, if in the Supplier’s reasonable opinion, the Customer has violated these Terms and Conditions, the Supplier may suspend the Customer’s access to the Business Information while the violation is investigated. Any investigation will be carried out promptly and the Customer agrees to cooperate with the Supplier in connection with any such investigation.
- Upon expiry or termination of the Term with respect to the Business Information, the Customer shall immediately delete, destroy or return all originals and copies of any Business Information, unless the Customer is otherwise instructed by the Supplier; and upon request, shall provide the Supplier with written certification thereof. This provision shall not apply to the archival copies of the information as permitted in clause 13 above.
- Prepayments made by the Customer for Business Information shall be valid for the Term or such other period specified in an Order Acknowledgement.
- If the Customer has any questions or complaints, please contact the Supplier by telephoning our customer service team on 01494 790 600 or by email at email@example.com.
- If the Customer wishes to contact the Supplier in writing, or if any clause in these Terms and Conditions requires the Customer to give the Supplier notice in writing (for example, to cancel the contract for the provision of Business Information which the Supplier has started to provide), the Customer can send this to the Supplier by email, by hand, or by pre-paid post to CoCredo Ltd, Missenden Abbey, Great Missenden, Buckinghamshire, HP16 0BD or firstname.lastname@example.org. The Supplier will confirm receipt by contacting the Customer in writing. If the Supplier has to email the Customer or give the Customer notice in writing, they will do so by email, by hand or by pre-paid post to the address provided by the Customer on Registration.
- The Contract constitutes the entire agreement between the Customer and the Supplier and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the Supplier and the Customer, whether written or oral, relating to its subject matter.
- The Customer acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.
- The Supplier and Customer agree that neither shall have any claim for innocent or negligent misrepresentation based on any statement in these Terms and Conditions.
- Each of the paragraphs of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- If the Supplier fails to insist that the Customer performs any of its obligations under these Terms and Conditions, or if the Supplier does not enforce its rights against the Customer, or if the Supplier delays in doing so, that will not mean that the Supplier has waived its rights against the Customer and will not mean that the Customer does not have to comply with its obligations. If the Supplier does waive a default by the Customer, the Supplier will only do so in writing, and that will not mean that the Supplier will automatically waive any later default by the Customer.
- The Supplier and the Customer agree that Contributors have relied upon and will be entitled to have full benefit under The Contracts (Rights of Third Parties) Act 1999 relating to all provisions having a bearing on the use of their information and on the rights and liabilities arising out of such use including, but not limited to, those provisions of this Agreement in which there appear references to "Contributors".
- The Supplier will use personal information provided by the Customer to:
- provide Business Information;
- process the Customer’s payment for the Business Information; and
- inform the Customer about other services provided by the Supplier.
- The Supplier may transfer their rights and obligations under these Terms and Conditions to another organisation, and will always notify the Customer in writing if this happens, but this will not affect the Customer’s rights or the Supplier’s obligations under these Terms and Conditions.
- The Customer may only transfer its rights or obligations under these Terms and Conditions to another organisation if the Supplier agrees in writing.
- This Agreement shall be governed by, and construed in accordance with, English law which shall be the proper law of this Agreement and both parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.
- Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control which shall include (but shall not be limited to) acts of God, epidemic or pandemic, default of subcontractors or third party suppliers, perils of the sea or air, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion or civil authority, including acts of local government and parliamentary authority. If the period of delay or non-performance continues for at least 30 consecutive days, the party not affected may terminate this agreement by giving written notice to the affected party. This clause 49 shall not apply to any breach of payment obligations under this agreement.