1. DEFINITIONS
 
    1.1 Some words and phrases used in these conditions have special meanings. These meanings are set out below.
 
      Application Information Information obtained by you and supplied to us so that we can perform the Services
 
      Charges The fees you pay for the Services. These are the charges for the Services that we agree with you and which are set out in the "Charges Schedule" agreed between us. If we do not agree a "Charges Schedule" with you our standard charges for the Services will apply (you can ask for a copy of these).
 
      Client ID Account numbers, identification codes and passwords used to access the Services
 
      Confidential Information Means (as the context may require)
  • Any information concerning either of our trade secrets, customer, business dealings, transactions or affairs which may come to the notice of the other party
  • Any information and/or knowledge relating to the methods or techniques we use to provide the Services and/or Information. These include any tapes, documents or other materials comprising any part of such information and/or know-how we make available to each other
 
      Data The information we provide to you as part of the Services
 
      Information The reports and the information, including Data and any information that does not relate directly to the Services, that we provide to you
 
      Services The Authenticate for Public Sector Services we provide to you through the Website
 
      We Means Experian Limited (registered number 653331) our registered office is at Landmark House, Experian Way, NG2 Business Park, Nottingham NG80 1ZZ.
 
      Website The website located at www.experianauthenticatepublicsector.com or another website through which we deliver our Services
 
      You Means the person, public body or organisation to whom we provide the Services.
 
    1.2 The headings used in these Terms and Conditions are for convenience only and do not affect the construction of these Terms and Conditions.
 
  2. PERIOD OF AGREEMENT
 
    2.1 Your entitlement to receive the Services starts when we provide you with access to the full facilities of the Website and continues until terminated in accordance with these Terms and Conditions.
 
  3. THE SERVICES
 
    3.1 We will provide the Services in accordance with these Terms and Conditions.
 
    3.2 Your use of the Services is subject to these Terms and Conditions.
 
    3.3 We will tell you in writing if we amend or vary these Terms and Conditions. Such amended or varied Terms and Conditions shall apply to the provision of Services after the date on which you receive our written notice.
 
  4. PAYMENT OF CHARGES
 
    4.1 You agree to pay the Charges for the Services. We can invoice you at any time after the end of each month for the Charges you have to pay in that month. You will pay each invoice within 30 days of the date on which you receive it or, if we agreed in writing, by direct debit to our chosen bank account.
    4.2 If you do not pay the Charges on time, we can write to you and tell you that we will charge you interest on the amount you owe. This will not affect any other action that is available to us. We will charge interest at 2% a year above the Barclays Bank plc base rate from the date on which you receive our written notice until the date on which we are paid (whether before or after any court judgment).
    4.3 All amounts payable to us do not include Value Added Tax (VAT) or any other charge which will be charged at the rate that applies at that time.
 
  5. COPYRIGHT AND CONFIDENTIALITY
 
    5.1 All of the intellectual property rights (including copyright and database right) in the Information belong to us, or our licensors. You will not acquire any proprietary rights to the Information and may only make such copies of the Information as you reasonably require for the purposes set out below.
 
    5.2 The rights granted to you to use the Information are personal to you and you may only use the Information for the internal purposes of your organisation and (unless required by law) you will:
  • keep the Information strictly confidential.
  • not publish the Information.
  • not divulge or disclose the Information to anyone else.
  • only permit access to the Information to your officers and/or employees who need to know or use them. You will ensure that your officers and employees comply with these confidentiality provisions
  • not copy, distribute or commercially exploit the Information unless expressly permitted by these Terms and Conditions.
  • not use the Information for or on behalf of anyone else
 
    5.3 You undertake not to use, or permit others to use, the Information to provide credit reference authentication tracing services and/or any other information-based services to anyone else.
 
    5.4 If you do require the right to disclose the Information to a third party you will provide us with the details of the person(s) to whom you wish to disclose the Information and the purpose for which they intend to use the Information and any other details reasonably required by us. Disclosure to any third party will be subject to our agreement.
 
  6. SECURITY
 
    6.1 You will comply with any rules and guidelines that we reasonably prescribe in relation to the manner in which we provide the Services. We will adopt such measures necessary to ensure the security of the Information.
 
    6.2 Access to the Services is granted only through digital certificates provided by us. You agree that you will follow any reasonable instructions we may issue with regard to the use of these certificates.
 
    6.3 You acknowledge and agree that control of and security for your Client ID is your sole responsibility and that we have no liability at all for any losses (whether direct, indirect or consequential) arising from any use of your Client ID by any persons, whether authorised by you or not (this includes unauthorised access to your computers and/or network or any information not deleted when these systems are updated or replaced). We can issue you with new Client ID at ant time. Any new Client ID will take effect from when we notify you of the new Client ID.
 
    6.4 You also agree that you will:
  • maintain appropriate technical and organisational security measures and procedures to prevent the accidental or unauthorised disclosure of your Client ID or its use by unauthorised persons
  • inform us as soon as you become aware of any unauthorised use and/or disclosure of your Client ID, or if any equipment you use to access the Services is stolen
  • be liable for any and all Charges incurred in connection with the Client ID whether or not you authorise such Charges.
    6.5 We may invalidate or suspend use of your Client ID if:
  • you break any of your obligations under these Terms and Conditions
  • we are notified of, or become aware of, any unauthorised or improper use of your Client ID (either by you or someone else) or of the fact that any of the equipment you use to access the Services has been stolen.
  7. PERFORMANCE AND LIABILITY
 
    7.1 You agree and acknowledge that you will not use the Information as the sole basis for any of your organisation's decisions.
 
    7.2 You acknowledge that the Information is based on information provided to us by others and that we cannot control the accuracy of this information, which may also contain expressions of advice or opinion.
 
    7.3 We use all reasonable skill and care to provide the Services. However, you agree that it is reasonable for us to limit our liability. In particular we:
  • do not warrant the accuracy of the Information or the validity of any advice given or opinion expressed
  • are not liable for any loss of any kind which you suffer as a result of a claim by a subject of the Information, advice or opinion.
 
    7.4 We are not liable to you for any of the following as a result of our negligence, breach of contract, other tort or otherwise:
  • indirect or consequential loss
  • loss of profit, loss of sales, loss of earnings or increase in (or failure to reduce) bad debts
  • loss of business
  • fraud (other than any fraud committed by us)
 
    7.5 Our total liability to you in any year (starting on the date on which you first use the Services or subsequent anniversary of that date) for all claims for negligence, breach of contract, tort or otherwise is limited. In the first year our liability does not exceed the amount payable by you for the Services provided during that year. In subsequent years our liability does not exceed the amount payable by you for the Services provided in the previous year.
 
    7.6 We do not give any representations, warranties, conditions, undertakings, or terms (either express or implied):
  • as to the fitness for a particular purpose of the Services and/or the Information
  • that the Services and/or Information will meet your requirements
  • that provision of the Services will be uninterrupted, timely, secure or error free.
 
    7.7 We exclude all such representations, warranties, conditions, undertakings and terms to the fullest extent permitted by statute.
 
    7.8 Nothing in these Terms and Conditions excludes our liability for death or personal injury arising out of our negligence.
 
    7.9 You will protect us and keep us fully protected against any claims or actions made or brought against us as a result of:
  • you rendering the Information inaccurate or incomplete (whether by an act or omission)
  • your use of the Services.
This protection shall include all losses, damages, costs and other expenses (including any payments we make to settle any such claims or actions on the advice of our lawyers) that we incur and you promise to pay us or reimburse us if there is any such loss, damage, cost or other expense. This protection will not apply where we are in default.
 
  8. GENERAL CONFIDENTIALITY
 
    8.1 We both will ensure that our respective officers, employees and agents shall, maintain in strictest confidence and not divulge or communicate to anyone else any Confidential Information relating to the other. This shall not affect any of the other part of these Terms and Conditions.
 
    8.2 These provisions do not apply to any Confidential Information which:
  • either you or we are required to divulge by a Court, tribunal or governmental authority with competent jurisdiction.
  • is already public knowledge, other than where either you or we break these confidentiality provisions.
  • was already known to the recipient before the date of disclosure (as evidenced by written records).
  • was independently obtained from someone else, without that person breaking any confidentiality obligations they have to either you or we.
 
    8.3 You grant us a royalty-free, non-transferable licence for the term of this agreement to copy, use and retain the Application Information for the purpose of providing the Services to you and for such other purposes as we have agreed.
 
    8.4 You grant us a royalty-free, non transferable, perpetual licence:
  • To analyse the Application Information to create statistical analysis of credit risk and other risk assessments provided that such analysis does not refer to any person or entity by name; and
  • To use the analysis (and the results thereof) referred to in the bullet point above in any of our products and/or services.
  9. CO-OPERATION AND ASSISTANCE
 
    9.1 You shall at your own cost co-operate with us to such extent and provide to us such information and assistance as we reasonably require to perform our obligations in relation to the Services.
 
  10. TERMINATION
 
    10.1 Either of us may end your entitlement to receive the Services by giving the other at least seven days’ notice, in writing. If we have agreed that you will use and pay for the Services over any agreed period, this notice may take effect only after that period ends.
 
    10.2 Non-use or infrequent use of the Services can be an indication of possible fraud. We therefore reserve the right to terminate your entitlement to use the Services by written notice
  • You make no use of the Services for a continuous period of 6 months; or
  • The charges which you incur in relation to the Services in any continuous period of 12 months are less than £480 plus VAT (or such other minimum spend figure as we apply generally to our clients of the Services at any time).
We also reserve the right to suspend your use of the Services if we have any other reason to believe that the Services may be being used for the purpose of fraud. We will notify you if we exercise this right to suspend, and will give due consideration (through our standard procedures) to any request you make for the Services to be re-instated. If, however, we then remain of the view that the risk of fraud remains, or if you have not made a request for reinstatement within a reasonable time period set by us, we reserve the right to terminate your entitlement to use the Services by written notice.
 
    10.3 Ending the contract will not affect:
  • Any other rights either you or we gained before the contract ended
  • Any part of these conditions that apply even when the contract has ended
 
    10.4 We can cancel your Client ID as soon as we or you end the contract. As soon as the contract ends, you must give us back any documents we gave you in connection with the Services, together with all copies of our Confidential Information.
 
  11. STATUTORY COMPLIANCE
 
    11.1 Both of us undertake to each other that in respect of the provision and use of the Services (as appropriate) we will both comply fully with all relevant statutory enactments. These include without limitation:
  • the Consumer Credit Act 1974
  • UK Data Protection Laws
  • all re-enactments and amendments to the acts above
  • any regulations or requirements made by any governmental authority or equivalent body of competent jurisdiction.
 
    11.2 You further undertake to us that:
  • you hold all necessary registrations and licences prior to your use of the Services
  • you will obtain all necessary consent from individuals in order to gain access to and make use of personal data. This includes consent from individuals acting in the capacity of a director, a partner or sole-trader of a business against which we are carrying out searches on your behalf.
  • you will use wording proposed by us (if any) when obtaining all necessary consents. If you fail to obtain any necessary consent we are not obliged to provide the relevant part of the Services or in our discretion may provide an alternative service that does not make use of personal data.
 
    11.3 You warrant that you have in place and will maintain:
  • appropriate technical and organisational measures against accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of the Data
  • adequate security programmes and procedures to ensure that unauthorised persons do not have access to equipment used to process the Data or on which Data is stored.
  12. FORCE MAJEURE
 
    12.1 If either of us are unable wholly or in part to carry out our obligations by “force majeure” then whichever party cannot perform its obligations will notify the other of such “force majeure”. The obligations of the party giving such notice shall be suspended to the extent that they are affected “force majeure”. That party shall use all reasonable endeavours to remove or avoid the “force majeure” as soon as possible.
 
    12.2 The term "force majeure" shall mean the following acts or circumstances which by exercising due diligence neither of us can prevent:
  • acts of God
  • strikes, lockouts or other industrial disturbances
  • acts of public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fire, storm, civil disturbances and terrorism
  • governmental or quasi-governmental regulations and directions
  • any failure of hardware and/or software and/or telecommunications services or equipment which is used by us to provide the Services which is due to the default of someone else
  • any other cause not within the reasonable control of the party claiming suspension
  13. ASSIGNMENT
 
    13.1 The rights granted by these Terms and Conditions are personal. Neither of us can assign or grant any of these rights to anyone else without the prior written consent of the other. Such consent not to be unreasonably withheld or delayed.
 
  14. WAIVER
 
    14.1 If either of us fails to exercise any right or remedy available under these Terms and Conditions then such failure or delay will not prevent either of us from relying on those rights or remedies in the future.
 
  15. ENTIRE AGREEMENT
 
    15.1 These Terms and Conditions are the whole agreement between both of us. They supersede all previous negotiations, understandings and/or representations. These Terms and Conditions may only be varied in writing, signed by both our duly authorised representative (except to the extent that either of us has relied upon a fraudulent misrepresentation of the other which induced either that party to agree to these Terms and Conditions).
 
    15.2 If these Terms and Conditions conflict with any other terms posted or available on the Website at any time (including but not limited to the Terms of Use) then these Terms and Conditions shall prevail. References in this document to these "Terms and Conditions" shall be to these Terms and Conditions as amended or varied at any time.
 
  16. SEVERANCE
 
    16.1 If any part of these Terms and Conditions is found to be invalid by a court it shall be deleted and the rest of these Terms and Conditions will remain in full force and effect.
 
  17. LAW
 
    17.1 These Terms and Conditions shall be governed by, and construed in accordance with, English law. We both agree that the Courts of England shall have exclusive jurisdiction to settle any dispute that may arise out of, under, or in connection with these Terms and Conditions.
 
  18. NOTICES
 
    18.1 All notices must be in writing and will be sent by facsimile. We will use the address or facsimile number set out in your application to receive the Services. You can write to us at the address shown on the Website if this is from our registered office address.
 
    18.2 All notices are deemed received:
  • if posted to the correct address - two working days after being posted
  • if sent by facsimile to the correct facsimile number - one hour after transmission
  • if sent by facsimile outside the normal working hours of the addressee - one hour after the re-opening for business of the addressee
  • if sent by e mail to the correct e mail address - one hour after sending.
Service by facsimile is only effective if the original of the facsimile is placed in the post the same day as the facsimile is transmitted.
 
  19. THIRD PARTY RIGHTS
 
    19.1 Only you and we have legal rights under these Terms and Conditions. It is not intended that any part of these Terms and Conditions will be enforceable, by virtue of the Contract (Rights of Third Parties) Act 1999, by any other person.