Please note: Use of any key to access the API assumes that you have read and agreed the terms and conditions within this section.
1.1. This is an Agreement between the Customer and Company Check Limited (“Company Check”) a company incorporated in England and Wales under registered number 04905417 at the registered address Caspian Point One, Pierhead Street, Cardiff, CF10 4DQ.
1.2. The Company Check Service (“Service”) purchased by the Customer will consist of access to the Company Check application programming interface (“API”).
1.3. This Agreement consists of the Online Order and the Terms and Conditions and constitutes the entire agreement between the Customer and Company Check in relation to the Service.
1.4. By accessing or using the Service, the Customer accepts the content of this Agreement.
2. Agreement Period
2.1. This Agreement shall be in force from the date inserted on the Online Order and continue for the period specified in the Online Order.
2.2. The Customer may be contacted during this Agreement period regarding new developments and products.
2.3. From time to time Company Check may make alterations to the Service. Company Check will take reasonable steps to inform the Customer of these changes with as much advance warning as possible.
2.4. This Agreement entitles the Customer to access and retain the Service for the purposes detailed in this Agreement and for the duration of the Agreement only. At the end of this period, the ownership of the Service and ensuing rights shall revert to Company Check.
3. Charges and Payment
3.1. In consideration of Company Check providing the Service, the Customer agrees to pay the sum specified in the Online Order and on the times and dates specified therein.
3.2. If you fail to pay the amount specified in the Online Order on the times and dates agreed the full amount will become due with immediate effect. Should the service be suspended in accordance with clause 7, then Company Check shall be under no obligation to:
3.2.1. Re-instate the Service and/or:
3.2.2. Recompense the Customer in respect of any period of suspension from the time of payment default to receipt of payment.
3.3. If the Customer fails to pay Company Check any sum due pursuant to the Agreement, the Customer shall be liable to pay interest to Company Check on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Plc, accruing on a daily basis until payment is made, whether before or after any judgment.
3.4. Company Check reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
3.5. The Customer agrees to fully indemnify Company Check against all third party costs incurred in the pursuit of payment.
4. Company Check‘s Proprietary Rights
4.1. Except as expressly provided herein access to the Service does not grant the Customer any database rights or rights in the copyright, trademarks or any other intellectual property rights of Company Check or any third party.
4.2. The Service is protected by copyright and other intellectual property rights. The Customer is not permitted and will not allow any third party to adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with any element of the Service without Company Check’s written permission. Company Check may take steps to assist identification of its Service.
5. Customer Obligations and Conduct
5.1. The Customer shall:
5.1.1. provide Company Check with any information or assistance which the parties have agreed the Customer shall provide in order for Company Check to perform its obligations under this Agreement, and shall use all reasonable endeavors to ensure that any such information provided to Company Check is complete, accurate and in the agreed format
5.1.2. not to do anything to harm Company Check’s reputation
5.1.3. include a link to the Company Check website on its website or client application if Company Check content or data are served from its website or client application in such manner as is reasonably required by Company Check from time to time.
5.1.4. abide by all laws & regulations applicable to its use of the Service, including full compliance with all aspects of the Data Protection Act 1998.
5.2. The Customer shall not:
5.2.1. cache or store any Data returned by the Product for longer than thirty (30) days without Company Check’s prior written consent
5.2.2. use the Product in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage
5.2.3. use the Product in a way which harms the interests of Company Check, the Service or other customers of Company Check
5.3. The Service made available to the Customer is a personal, non-exclusive, non-transferable, revocable license and is provided solely for the Customer’s own internal use within the United Kingdom and the Republic of Ireland. The Customer may not sell, transfer sublicense, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any of the Service. The Customer may not include the Service in any product or service which the Customer sells.
5.4. During this Agreement the Customer agrees not toattempt to gain unauthorised access to the Service or modify the same.
5.5. The Customer shall only take such copies of the Service as are reasonably required for the use of the Service in accordance with this Agreement.
5.6. The Customer agrees to be responsible for maintaining the confidentiality of its password and account details.
5.7. The use of the Service provided under the terms of this agreement is limited to one designated user. The use of the Service by more than one individual, either simultaneously or otherwise will require the provision of additional licenses.
5.8. Company Check reserves the absolute right to limit the volume of enquiries placed and/or use of the Service at any time in particular but without limitation to keep the Customer within terms of fair usage and maintain overall performance.
6. Warranties and Limitation of Liability
6.1. The Company Check Service is not intended to be used as the sole basis for any decision making and is based upon data which is provided by third parties, the accuracy of which it would not be possible for Company Check to guarantee. Whilst Company Check aims always to maintain a quality, fully operative service, the Service and third party services are nonetheless provided on an "as is", as available basis without warranties of any kind, whether express or implied.
6.2. Specifically Company Check gives the Customer no warranty or assurance about the contents of the Service. Whilst Company Check does endeavour to maintain the accuracy and the quality of the Service, information contained may be incorrect or out of date. Therefore any use of the Service is at the Customer’s own risk.
6.3. Subject to clause 6.5 Company Check disclaims all liability in contract, negligence, for breach of statutory duty, or under any indemnity or otherwise in connection with the Service and third party service and shall not be liable for any indirect, or consequential loss. Company Check shall not be liable for the following types of financial loss; loss of profits, loss of earnings, loss of business or goodwill in addition to the following types of anticipated or incidental losses; loss of anticipated savings, increase in bad debt and failure to reduce bad debt.
6.4. Where any matter gives rise to a valid claim against Company Check its liability shall be limited to a sum equal to the sum paid for the Service supplied under this Agreement in the year the claim arises.
6.5. Nothing in this clause 6 or any other provision of this Agreement shall seek to exclude or limit liability for infringement, death, or personal injury or for breach of its obligation under s12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982 or fraudulent misrepresentation.
6.6. Each party to this Agreement warrants that it has obtained and will continue to hold all necessary licenses, consents, permits and agreements required for it to comply with its obligations under this Agreement and for the grant of rights to the other party under this Agreement.
7.1. If Company Check believes the Customer has breached any provision of this Agreement or in the event of the Customer’s insolvency or bankruptcy Company Check may, with immediate effect and without notice, suspend access to the Service or terminate this Agreement.
7.2. Upon termination, the Customer must use best efforts to delete all and any part of the Service held by the Customer in any format and the Customer may not make any further use of the Service.
7.3. Upon termination clauses 3, 4, 5, 6, 7, 8, and 11 shall continue with full force and effect.
8.1. The Customer agrees to indemnify, defend and hold Company Check, its parents, subsidiaries, affiliates, officers and employees harmless from any loss, cost, damage, claim or demand, including reasonable legal fees, made by any third party or incurred or suffered by Company Check or its parents, subsidiaries, affiliates, officers or employees in connection with the Customer’s use of the Service in breach of this Agreement.
9.1. Company Check may assign both the benefit and burden of this Agreement.
10. Force Majeure
10.1. Company Check will not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of Company Check, including without limitation Internet outages, communications outages, fire, flood war or act of God.
11.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 11.2.
11.2. Each party may disclose the other party's confidential information:
11.2.1. To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11;
11.2.2. And as may be required by law, court order or any governmental or regulatory authority.
11.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
12.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable.
12.2. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement
12.3. The terms of this Agreement and the provision of the Service and the relationship between the Customer and Company Check shall be governed by the laws of England and Wales. The Customer agrees irrevocably to submit to the exclusive jurisdiction of the courts of England and Wales.
12.4. The failure of Company Check to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. The Service is subject to availability.
12.5. Should any third party data become unavailable to Company Check, Company Check shall be entitled to, upon giving one months prior notice to the Customer, obtain a similar service from another third party supplier.