Terms of Services

Direct Market Services Limited trading as Check That Company (“the Company”) provides search services for business information about companies and Directors registered in the United Kingdom (“the Services”) online using its website www.checkthatcompany.co.uk (“the Website”). You (“the Client”) can purchase products from the Website through using the Services.

These terms and conditions (“the Agreement”) is the contract between you and the Company to use the Services and purchase the Products offered by the Company.

You must read the Agreement carefully as you will be asked to expressly agree to them before you can register on the Website and purchase the Products and Services. If you have a query regarding any of the Services, please call the Services Helpline on 0844 561 1153.

1. Definitions

• 1.1   Unless expressly stated otherwise the following definitions shall apply to the terms used in this Agreement:
  
  "Business Day" means any day on which the banks are open for normal banking business in the City of London (other than Saturdays or Sundays);
  
  “Client”, “you” and “your” means you together with any company or other business entity you are representing (if any);
  
  "Commencement Date" means the date of this Agreement;
  
  "Company” means Direct Market Services Limited registered under company number 03544855 with registered office at 46‐54 High Street, Ingatestone, Essex CM4 9DW and trading as Check That Company;
  
  "Computer Virus" means any programs or data incorporated into software or data that disrupts the proper operation of a computer hardware system or the associated software;
  
  "Confidential Information" means all information passing from one party to the other party relating to the business of the disclosing party (whether disclosed before or after the date of this Agreement), including but not limited to trade secrets, drawings, know‐how, techniques, source code and object code, business and marketing plans and projections, arrangements and agreements with third parties, client information, formulae, suppliers, concepts not reduced to material form, designs, plans and models;
  
  “Content Provider” means a third party who contributes information or material comprised in the Databases or otherwise linked with the Products or Services;
  
  “Databases” means the databases and software providing all the UK business information online search tools via the Website to provide the Services
  
  "Fee" means the fee for the Services or Products purchased by the Client from the Company under this Agreement;
  
  "Intellectual Property" means all intellectual property rights anywhere in the world (including present and future intellectual property rights) relating to any Confidential Information, business names and logos, copyright, database rights, patents, trade or service marks, designs, software, computer data, generic rights, software programmes and source code and all variations, modifications or enhancements to each of them together with any application or right to apply for registration or protection of those rights;
  
  “Interest Rate” means interest at a rate equal to 4% per annum above the base lending rate from time to time of Barclays Bank plc; "Materials" means all materials owned by the Company used in the provision of the Services, including software programs and source code;
  
  "Personnel" means any employee, agent or contractor of the Company;
  
  “Products” means any product or service purchased by the Client through the Website;
  
  "Services" means the online search services for business information and client support which may be provided by the Company to the Client under this Agreement.
• 1.2   In this Agreement, unless the context otherwise requires:
  
  
  • 1.2.1   Clause, schedule and paragraph headings do not affect the interpretation of this agreement;
  • 1.2.2   A reference to a clause or a schedule is a reference to a clause of, or schedule to, this agreement. A reference to a paragraph is to a paragraph of the relevant schedule, and a reference to an appendix is to the relevant appendix to this agreement;
  • 1.2.3   A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns;
  • 1.2.4   A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated;
  • 1.2.5   Words in the singular include the plural and in the plural include the singular;
  • 1.2.6   A reference to one gender includes a reference to the other gender;
  • 1.2.7   A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time taking account of any amendment or reenactment and includes any statute, statutory provision or subordinate legislation which it amends or re‐enacts and subordinate legislation for the time being in force made under it;
  • 1.2.8   Writing or written includes faxes and e‐mail;
  • 1.2.9   Documents in agreed form are documents in the form agreed by the parties to this agreement and initialled by them or on their behalf for identification;
  • 1.2.10   Where the words include(s) including or in particular are used in this agreement, they are deemed to have the words "without limitation" following them;
  • 1.2.11   Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done
  • 1.2.12   Other and otherwise are illustrative and shall not limit the sense of the words preceding them
• 1.3 Headings have been inserted for convenience only and shall not affect the interpretation of this Agreement.
• 1.4 All orders for a Client Website or Services from you accepted by the Company are subject exclusively and strictly to the following conditions and no alterations proposed by you shall be binding unless we agree in writing.

2. Privacy Policy

The Company agrees and warrants that it will at all times observe and comply with the provisions and obligations imposed by the Data Protection Act 1998, and shall maintain an appropriate privacy policy (which is currently downloadable from the Website.

3. The Company’s Obligations

• 3.1   The Company agrees and undertakes to:
  
  
  • 3.1.1   observe and perform all of its obligations under this Agreement;
  • 3.1.2   be responsible for order entry, payment processing, and provision of the Services and/or Products via the Website;
  • 3.1.3   ensure that it has sufficient, suitable Personnel to perform its obligations under this Agreement;
  • 3.1.4   use all reasonable endeavours to compile and maintain the Databases with reasonable care and skill;
• 3.2   The Company may in its absolute discretion sub‐contract the performance of any of its obligations under this Agreement.
• 3.3   The Company shall have the sole right and responsibility for processing every order for the purchase of Services and/or Products from the Website, for tracking the volume or amount of sales of Services and/or Products from the Website and for providing sales statements and reports.

4. Client’s Obligations

• 4.1   The Client agrees and undertakes to:
  • 4.1.1   observe and perform all of its obligations under this Agreement;
  • 4.1.2   treat all information obtained from the Databases or otherwise through the Services as strictly private and confidential and use all such information as an end‐user only, for your own private use and the benefit of your business alone;
  • 4.1.3   comply with the Privacy Policy in relation to this Agreement;
  • 4.1.4   not sub‐license or charge others to use or access the Databases and Services;
  • 4.1.5   not use the information obtained from the Services and Products for sale, copying, communication or otherwise in any capacity;
  • 4.1.6   Maintain strict security of access to the Website and Databases by keeping your identity confidential if the use of a password or code is required to access the same. If you suspect your identity has been obtained by another person, you must notify the Company immediately, whereby the Company will promptly disable your password or code and you will cease to be liable for any further charges related to it.
• 4.2   If the Databases do not conform to the satisfaction of the Client, the Client may contact the Company in writing or by the Services Helpline for further assistance and Services.
• 4.3   The Client acknowledges that the Company's systems, servers, and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes outside its control.
• 4.4   The Client must comply with all the rules and regulations that apply to the communications network or system by which the Client obtains access to the Website, Databases and the Services.
• 4.5   The Client must not cause or permit any information obtained from the Databases or otherwise through the Services to be disclosed, used or published in any form (whether as a copy, extract or compilation) to or for another party, whether for resale or otherwise. The Client acknowledges and agrees that the content contained in advertisements or information presented to him through the Website and the Databases is protected by applicable copyrights, trademarks, service marks, patents and other proprietary rights and laws.
• 4.6   The Client may not modify the Website or Databases for any purpose.
• 4.7   The Client acknowledges that it relies on the accuracy of any information obtained through the Website, Databases, Services or Products entirely at its own risk.

5. Price and Payment

• 5.1   The Client shall pay the Company the Fee plus VAT or other statutory taxes payable for the provision of the Services and or Products purchased via the Website in accordance with the online order form using a debit or credit card through the Company Website.
• 5.2   The Company shall provide you with a receipted invoice for all charges made under this Agreement within 28 days of payment.

6. Licences and Title

• 6.1   The Client agrees that the content of the Databases, Services and Products or information of whatever nature produced or developed by the Company or under the Company's direction pursuant to or in the course of providing the Services under this Agreement shall remain the sole and complete property of the Company, whether such property is tangible or is in the nature of Intellectual Property (including copyright and rights of Confidential Information).
• 6.2   If the Client has fully complied with this Agreement, the Company grants the Client a non‐exclusive and non‐transferable licence to use the Website and the Databases for the purchase of the Services and the Products.
• 6.3   The Client may not alter, modify, or change the Databases, Services and Products in any way without the prior written approval of the Company.
• 6.4   The Company reserves all of its rights in the Website, Databases, Services and Products and any other proprietary rights it may have from time to time.
• 6.5   The Company may terminate the licence at any time forthwith upon without notice to the Client, in which event this Agreement will also terminate automatically.
• 6.6   The Client shall not grant a sub‐licence under the licences created pursuant to this clause.

7. Change of Services

• 7.1   The Company may from time to time make any change(s) to the Services it provides and shall notify the Client by a notice displayed on the Website specifying what the required change(s) is/are within a reasonable period.
• 7.2   The Company reserves the right to, at any time, discontinue the Services, temporarily or permanently or any part thereof, including imposing of limits on certain services or access to parts of the Services, with or without notice.
• 7.3   The Client agrees that the Company shall not be liable to the Client or to any third party for any change, modification, suspension or discontinuance of the Services.
• 7.4   The Client agrees that the Company has the right to remove any item from the Website, with or without notice to the Client, at any time, at the Company’s sole discretion for any reason.
• 7.5   If the Client does not agree to any such change or modification to the Services, the Clients only remedy is to cancel this Agreement.

8. Variation to the Terms of Services

These Terms of Services will apply to Services and Products purchased while they remain effective. The Company reserves the right to vary these Terms of Services at its absolute discretion by giving notice to that effect on the Website.

9. Warranties

• 9.1   Each party warrants to the other that it has authority to enter into and to perform its obligations under this Agreement.
• 9.2   The Company makes no express or implied warranties or representations whatsoever to the Client with respect to the Website, the Databases and/or the Services and Products or otherwise for the Client's purposes other than those conditions, warranties, undertakings or representations expressly set out in this Agreement.
• 9.3   All warranties, conditions and other terms implied by statute or common law (save for the conditions implied under Part II of the Supply of Goods & Services Act 1982) are excluded from the terms of this Agreement to the fullest extent permitted by law.
• 9.4   The Company gives no warranty that access to the Website in connection with this Agreement shall be uninterrupted or error‐free. The Company shall not be liable for the consequences of any interruptions or errors in respect of the Website, the Databases and/or the Services or otherwise.
• 9.5   The Company warrants, and you accept, that it is, or is duly licensed by, the owner of the Databases, the Services and the Products available to you via the Website from time to time.
• 9.6   The Company makes no warranty as to the accuracy of information provided through the Website, Databases, Services and Products at any time.

10. Indemnity

• 10.1   The Client shall indemnify and hold harmless the Company and its affiliates, employees, agents, contractors, directors, officers and third party providers from all liabilities, demands, costs and expenses (including legal expenses) arising in connection with any breach of its obligations under this Agreement.
• 10.2   The Company shall indemnify the Client in respect of any loss, damage, liability, costs or expenses incurred by the Client by reason of the unauthorised disclosure of personal data or any breach of the Data Protection Act 1998.

11. Limitation of Liability

• 11.1 Notwithstanding anything to the contrary, nothing in this Agreement excludes or limits the Company’s liability for personal injury or death caused by the Company’s negligence or for fraud.
• 11.2 The Company will not be liable for any indirect, special, or consequential damages, or any loss of revenue, profits, business or data, arising out of or in connection with this Agreement, even if the Company has been advised of the possibility of such damages. In no event will the Company’s aggregate liability arising out of or in connection with this Agreement exceed the total of the fees paid by the Client during the 12 month period immediately preceding any claim in that respect.
• 11.3 The Company shall not be liable for losses arising from improper use of the Services by the Client or by another third party.
• 11.4 The Company and its Content Providers shall not be liable to you or any third party in tort or contract for any loss of profit, goodwill or reputation, or for any indirect or consequential loss, costs or damage arising out of any error, omission or defamatory statement in the Databases or contained in any Products or Services, or out of any particular use or interpretation of the same, or lack of availability of the Service or failure of any search tools or functions which are part of the Services, nor for any direct loss, cost or damage of any kind so arising which you or others may incur.
• 11.5 The Company shall not be liable to you or any third party in tort or in contract for any loss of profit, goodwill, reputation, or for any indirect or consequential loss, cost or damage arising out of any error, omission or defamatory statement in the Databases or Website or out of any particular use or interruption of the same, or lack of availability of the Services or Products, nor for any direct loss, cost or damage of any kind so arising which you or others may incur.
• 11.6 In the event that the Company is found liable in respect of any matter arising out of your use of any part of the Website, Databases, Services, Products or otherwise, such a party’s maximum liability to you or anyone claiming through you, whether in tort or contract, and whether by way of damages, legal costs or otherwise, arising out of each single incident or series of incidents shall be limited to the to amount stated in Clause 8.2.

12. Confidentiality

• 12.1 All information disclosed by either of the parties (the "Disclosing Party") to the other party (the "Receiving Party") pursuant to this Agreement shall be confidential.
• 12.2 The Receiving Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party.
• 12.3 This clause does not apply to any information in the public domain or which is required to be disclosed pursuant to an order issued by a court of competent jurisdiction or applicable law or regulation or which is disclosed by the Receiving Party to its professional advisors on a confidential basis.
• 12.4 Each party may use the confidential information of a disclosing party only for the purposes of this Agreement and must keep confidential all Information of each disclosing party except as provided in this Clause 14.4.
• 12.5 Either party may disclose confidential information of the other party to those of its employees and agents who have a need to know the confidential information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
• 12.6 The parties' obligations to keep any information confidential will survive the termination of this Agreement.

13. Conditions beyond the control of either party

• 13.1 Conditions beyond the control of either party means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, transportation embargo, failure or delay in transportation, including without limitation where the Company ceases to be entitled to access the internet or ceases to have access to the internet for whatever reason, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
• 13.2 If a party is wholly or partially precluded from complying with its obligations under this Agreement by a condition (or conditions) beyond the control of either party, then that party's obligation to perform in accordance with this Agreement will be suspended for such time until the condition precluding performance ceases.
• 13.3 As soon as practicable after a condition beyond the control of either party arises, the party affected must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.

14. General

• 14.1 The Company’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of the Company’s right to subsequently enforce such a provision or any other provision of the Contract.
• 14.2 This Agreement (together with the documents referred to therein) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, understandings or arrangements between them relating to its subject matter.
• 14.3 Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of employer and employee or principal or franchise and agent between the parties.
• 14.4 The Client shall not be entitled to assign these Conditions nor all or any of its rights and obligations hereunder without the prior written consent of the Company.
• 14.5 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement which shall remain in full force and effect.
• 14.6 The Company may modify any of the conditions and provisions of this Agreement at any time in its sole discretion without notification to the Client thereof. If any modification is unacceptable to the Client, its only recourse is to terminate the Agreement. The Client’s continued performance of its obligations under this Agreement following the Company’s notice to the Client of a modification to the Agreement will constitute its agreement with and acceptance of such modification.
• 14.7 This Agreement and the documents referred to in it are made for the benefit of the parties to them and their successors and permitted assigns, and are not intended to benefit, or be enforceable by, anyone else.
• 14.8 The rights and obligations of the parties shall continue for the benefit of and shall be binding on their respective successors and assigns.
• 14.9 If this agreement is translated into any language other than English, the English language text shall prevail.
• 14.10 This Agreement is governed by the laws of England and the parties submit to the jurisdiction of the English Courts.