Terms & Conditions:
LetMC will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage of data. Your registration for, or use of, the Service shall be deemed to be your acceptance to abide by this Agreement (Terms and Conditions) including any materials available on the LetMC website.
“Agreement” means these Terms and Conditions.
“You” or “Client” means the Client company who has signed this agreement.
“Service” means the software https://agent.letmc.com
“Concurrent Users” means the number of simultaneous users accessing the service.
“API Service” means the API service supplied via https://live-api.letmc.com/
“Outsource” & “Accounts Management” means the activities outsourced from you to LetMC.
“Subscription” refers to the type of monthly subscription that is limited to use by a single branch and defined numbers of users.
“Per User” means a staff login account on https://agent.letmc.com.
“LetMC” refers to the business LetMC owned by Pinnacle Property (Cardiff) Ltd.
“API Service” refers to the API (Application Programming Interface) service supplied via https://live-api.letmc.com/
“Monday to Friday” excludes all national holidays and the period between Christmas day and New Year's day.
1.1 The Minimum Term is 24 Months.
1.2 The earliest the contract can be ended is at the expiry of the 24 months.
1.3 3 months notice must be received in writing on company headed paper and acknowledged by a cancellation letter from LetMC to end the contract. Upon giving the notice to end a contract the final 3 months of the subscription charges will become due in full.
1.4 Failure to confirm cancellation will result in a continuation of the monthly licence fee.
1.5 LetMC will automatically continue the contract after the minimum 24-month term and will not seek a resigning of a contract. You, not LetMC, are responsible for ending the contract as of conditions set out in term 1.3.
1.6 Additional branches on LetMC software are subject to a minimum term of 3 months from creation date of the branch.
2.1 Payment terms are monthly in advance and payment must be by Direct Debit.
2.2 The Service will be deactivated until a Direct Debit mandate is completed and signed by you.
3.1 Trial Periods are for 14 working days. Extensions to trial periods are at the discretion of LetMC.
4.1 Available from Monday to Thursday 9:00am to 6:00pm, and Friday 9:00am to 5:00pm.
4.2 Telephone support is included in the monthly subscription fee subject to the number of users set out in the monthly subscription. Where you have agreed a per-user limit above that of the monthly subscription limit telephone support is included up to the agreed new limit.
5.1 Monday to Thursday 9:00am to 6:00pm, and Friday 9:00am to 5:00pm. Email support is included in the monthly licence fee.
6.1 Training takes place at LetMC in Cardiff and the dates are designated by LetMC, Monday to Friday 10:00am to 4:00pm.
6.2 Support and training is payable in advance.
6.3 LetMC require 3 days notice to cancel training, failure to notify will result in no refund being issued or alternative training date being offered.
6.4 Additional training days will be charged at the agreed daily rate.
7.1 Minimum term is 6 months with a 3 month cancellation period.
7.1.1 Outsource and Accounts Management service is subject to the service levels agreed by you and LetMC, as stated in the Service Level Agreement (SLA).
7.2 Account Management Outsource.
7.2.1 LetMC cannot guarantee the accounts will be reconciled on the same business day where electronic bank statements sent by you to LetMC are not received by the agreed time deadline.
7.2.2 LetMC does not monitor or is responsible for and the consequences of, bank statements not being uploaded into LetMC.
7.2.3 You, not LetMC, are responsible for checking the accuracy of reconciling a financial transaction entered on the service software within 30 days of the transaction entry date. LetMC cannot be held responsible for inaccuracies after 30 days.
7.2.4 LetMC is not responsible for the accuracy of information uploaded to third party services, for example uploads to TDS and MyDeposits tenant money deposit services.
7.2.5 Under the Service Level Agreement, and subject to being agreed to, you may grant LetMC limited access to your client account internet banking and BACS software. You, not LetMC, are responsible for checking the accuracy and amounts entered for the payment files are correct. LetMC cannot be held liable for claims due to incorrect financial payments.
7.2.6 Under the Service Level Agreement, and subject to banking clearing periods agreed in the Service Level Agreement, you and not LetMC are responsible for money which has been cleared and paid, and then subsequently clawed back. LetMC cannot be held liable for claims due to funds clawed back.
7.2.7 You and not LetMC, are solely responsible for checking and ensuring your charges (e.g. management fees, landlord setup fees) are present and correct. LetMC cannot be held liable for claims due to incorrect or missing charges.
7.3 Rent Management Outsource
7.3.1 LetMC make all contact with tenants, guarantors and third parties associated with the collection of rent paid by tenants, on your behalf, and cannot be held responsible for damages relating to the contact with and collection of rents from tenants, guarantors and third parties.
7.4 Printing Outsourcing
7.4.1 LetMC is not responsible for the delivery of documentation items. Items will be sent by Whistl and Royal Mail.
7.4.2 You, not LetMC, are responsible for the accuracy and contact information of documentation items sent.
7.4.3 You, not LetMC, are responsible for authorising documentation items in the service software.
8.1 You, not LetMC, are responsible for, and monitoring of the accuracy and legal compliance of all paperwork generated by the software.
8.2 Your subscription includes 4 x 15 minute credits for amendments or modifications to documentation every 12 months from the anniversary from the date logins are issued.
8.3 For a period from the date logins are issued, you can submit an unlimited number of amendments or modifications to documentation. After the three month period, any further amendments or modifications to documentation will be part of your annual 4 X 15 minute credits.
8.4 Any requirement for additional credits for amendments or modifications to documentation will be charged at the current rate for 15 minute document credits.
8.5 Amendments or modifications to Clients documentation must be submitted electronically in Microsoft Word or Excel format with all amendments clearly marked. LetMC aims to complete all requests within 5 working days, subject to demand.
9.1 LetMC will monitor your property, user and per user limits, and branch numbers.
9.2 When any of these exceed the Subscription limits or exceed the concurrent user limit as set out in your agreement and the LetMC subscription package, you will be automatically upgraded to the corresponding Subscription. LetMC will bill you the cost of the corresponding Subscription from that point in time onwards.
9.3 If your property, user or branch numbers reduce, the Subscription will not be automatically downgraded. If you wish to downgrade you must contact LetMC to arrange a downgrade date (subject to the initial minimum term).
9.4 If you have paid in advance you cannot reclaim the Subscription price difference.
9.5 The Start-up package is limited to an agreed maximum limit of letting instructions or sales instructions property record entries; this includes a single instruction record entry representing a room.
9.6 Once a property record entry is entered that takes you over the agreed property record limit, the package will be automatically upgraded with no option to downgrade.
9.7 The Start-up package is limited to a 12 month period from the date logins are issued. After which you will be automatically upgraded to the appropriate lite or standard subscription.
9.8 There is no downgrade option once you upgrade to the standard level subscription.
9.9 The lite level subscription is only available for an 18 month period from the date logins are issued. On the 18 month anniversary, your subscription will automatically upgrade to the standard level subscription.
9.10 Any agreed users over the 5 limit on the standard subscription service are only valid for 12 months from the date logins are issued. On the 12 month anniversary, your additional user subscription will automatically be applied.
9.11 If your login is used on a more that one PC, table or mobile device at the same time, this would be concurrent login. LetMC will automatically bill for an extra user for that calendar month only.
10.1 LetMC grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by LetMC.
10.2 The subscription fee starts on the day LetMC issue your logins by email or one calendar month from the signing of your contract, whichever is the sooner.
10.3 Request for additional users above the agreed limited set of the subscription will be charged at a set monthly rate per user.
10.4 Per user subscription is only available to standard branch subscriptions service and is not available or applicable to single user or start-up packages. This restriction does not apply to second branch subscriptions.
10.5 LetMC reserves the right to amend the subscription fee, to which we will give you a minimum of 3 months notice. Notice will be provided by a generic news letter email. There will be no more than one amendment per 12 month period to the standard Subscription Fee. This 12 month minimum period excludes any increases in users, concurrent users limits, package upgrades as set out in the LetMC subscription levels and packages.
10.6 LetMC reserve the right to limit some software features to different subscription fee packages, and to access these features you may be required to upgrade your subscription.
11.1 You may not access the Service if you are a direct competitor of LetMC, except with LetMC prior written consent.
12.1 You are responsible for all activity occurring under your User accounts (logins).
12.2 You shall notify LetMC immediately of any unauthorized use of any password or accounts or any other known or suspected breach of security or data protection within 24 hours as set out by your obligations under GDPR.
12.3 You may not allow any third parties access to LetMC.
12.4 LetMC will from time to time upgrade and modify, the software, websites, SOAP services and API service. As a subscriber to the service, you must accept the upgrade or modification. You are responsible for monitoring upgrade release notes and technical specifications and assess the impact these changes have on your business and websites. LetMC is not responsible for the cost of implementing changes due to the impact of the upgrade or modification.
12.5 LetMC cannot be held responsible for any losses due to bugs or errors in the software. You are responsible for checking any transactions that take place within the software and to make sure that bank account payments are correct.
12.6 You, not LetMC, are responsible for ensuring the client accounting information reconciles to your client account bank account.
12.7 LetMC reserve the right to limit, suspend or discontinue aspects of the software, websites, SOAP services, API service or any other services provided. We will give reasonable notice of the limiting, suspension or discontinuing, and LetMC cannot be held responsible or liable for any loss or damage suffered by you, whether direct, indirect or consequential.
13.1 LetMC provide as standard a Pay As You Go send only text message service which is part of the automated marketing function, you are responsible for switching this off per record.
13.2 If an SMS account is assigned a send and receive SMS virtual number if there is no activity for 28 consecutive days the service will be automatically deactivated. To reactivate the SMS service please contact LetMC in writing.
13.3 You will be responsible for the volume, use, cost and content of each SMS message sent.
14.1 You, not LetMC, shall have sole intellectual property ownership or right to use of your Customer Data that you have entered, and are responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of that data.
14.2 LetMC is not responsible or liable for the accuracy, deletion, correction, destruction, damage, loss or failure to store any Customer Data. You are responsible to register and comply with all Customer Data regulations, including General Data Protection Regulations (GDPR).
14.3 In the event this Agreement is terminated (other than by reason of a breach of this agreement), you will have access to the standard reports generated on LetMC that can be exported into Microsoft Excel data files for the notice period of your termination. LetMC does provide a data hosting subscription which can be provided upon request prior to the notice period ending.
14.4 In the event this Agreement is terminated (other than by reason of a breach of this agreement), LetMC are unable to provide a Microsoft Excel data file of your customer's bank details. This is due to the security risk of the software generating a single file with banking information that could be misused. You would be required to enter those detail manually into any follow-on software system.
14.5 In the event this Agreement is terminated (other than by reason of a breach of this agreement), LetMC are unable to provide a mass export of stored documents or images. You would be required to individually download the documents or downgrade to our data hosting subscription.
14.6 Recorded identification numbers and financial transaction numbers automatically generated by LetMC Software is LetMC generated data and are not available for reporting or exporting.
14.7 LetMC reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, your non-payment.
14.8 If you terminate your service, LetMC will delete your data 90 days after the confirmed termination and/or switch off date.
14.9 LetMC will archive email attachments and pdf documents generated by the Service software after a prescribed period. The prescribed periods are 9 months for email attachments, 6 months for low priority pdf documents, 13 months for medium priority pdf documents and 24 months for high priority pdf documents. The properties to rent list pdf document will only be stored for 2 months and will not be available for retrieval.
14.10 An archived item can be retrieved within 2 working days by emailing LetMC.
14.11 LetMC reserves the right to alter the prescribed period for archiving or the letter priority without notice to you.
14.12 LetMC reserves to right to report on trends of your data.
14.13 Each branch subscription includes 5 GB of data storage. Once you exceed the 10 GB limit, LetMC will automatically upgrade your storage plan by 5 GB, and change the storage plan upgrade to your monthly subscription fee.
14.14 In the event of a data breach by the client, not LetMC, you are responsible for notifying your customers of the data breach.
14.16 In the event of your customer making a request for a copy of the data you hold on them (data portability) beyond what is available on the GDPR portal. LetMC charge a software query fee per request, as Amazon AWS charges for additional database queries and export which is beyond the normal software subscription service.
15.1 LetMC charges and collects in advance for use of the Service.
15.2 LetMC will automatically renew your subscription and invoice you each month.
15.3 LetMC fees are exclusive of VAT. VAT will be charged at the appropriate rate. If you believe your invoice is incorrect, you must contact LetMC in writing within 30 days of the invoice date.
16.1 LetMC reserves the right to suspend or terminate this Agreement and your access to the Service and Outsource with immediate effect if your account falls into arrears on the close of business of the 22nd day of the month.
16.2 Service and Outsource will be suspended on the 23rd day of the month if payment is not received or if a Direct Debit bounces for any reason. Once payment or proof of payment has been received, service will be reinstated immediately.
16.3 Late payment will result in the option for monthly payment being revoked, and the next 3 months’ fees becoming due immediately unless you are in the first 12 months of your agreement with LetMC, in which circumstances the remainder of the first 12 months fees will immediately become due in full.
16.4 All set up and training fees must be paid for before login details will be sent and training sessions can be booked.
16.5 If you are part of a franchise network, and your franchisor has negotiated and agreed to an agreement with LetMC on service levels and/or pricing, LetMC will inform your franchisor if a LetMC invoice is not paid, Direct Debit fails or funds recalled.
17.1 LetMC SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
17.2 LetMC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
18.1 LetMC reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service.
18.2 You are responsible for regularly reviewing this Agreement.
18.3 Your continued use of the Service will be deemed acceptance of these terms and conditions and any amendments made to them from time to time.
18.4 From time to time LetMC may offer you access to new services (such as Outsource and Referencing services). You will be notified of additional terms relating to such new services and any use by you of the new service shall be deemed acceptance by you of such additional terms.
19.1 LetMC provides websites, SOAP or FTP upload to websites and property portal uploads inclusive to the monthly subscription.
19.2 You, and not LetMC, are responsible for checking daily that the data has been received by the website and property portal upload. LetMC cannot be held responsible for the effects of data not being uploaded.
20.1 LetMC can provide you facilities for sending data to, and documentation for placing orders for third-party services. LetMC cannot be held responsible for the accuracy of information, seeking permission from the Client to pass to third parties their personal data, or damages or compensation.
21.1 From time to time LetMC may use your company and logo for marketing purposes.
21.2 If you do not wish your logo to be used in LetMC marketing, please email glyn.trott@LetMC.
21.3 LetMC will not pass your information or logo onto third parties without your consent.
22.1 LetMC charges a setup fee and a monthly hosting fee for the website service.
22.2 The setup fee is payable in advance and the hosting fee will commence upon the template being created and content added and the website link emailed to the Client.
22.3 Any re-designs to the template will be charged at an additional template modification fee, text changes are inclusive of the monthly hosting fee. You, not LetMC, are responsible for the content and accuracy of the website.
22.4 LetMC will own the distribution rights to the graphics.
22.5 You will own the copy of the website.
22.6 Meeting LetMC criteria, LetMC may provide you with the ability to login and modify narrative and functionality settings for websites. If the ability to login is provided, you acknowledge that any changes to the website cannot be undone or recovered.
23.1 LetMC software application and websites are hosted on Amazon servers.
23.2 In the event of a total physical failure of the main cluster of servers, the data will be recovered from the previous night's data back-up and reinstated.
24.1 LetMC may provide a Business Analyst Consultancy service to assist the Client in structuring business processes to enhance business performance.
24.2 If the commencement date for the Consultancy Service is not agreed in advance, the Services will be treated as having commenced on the date the Consultant begins to carry out any of the Services.
24.3 The Client will ensure that the Consultant is provided in good time with all information needed to enable the Consultant to perform the Services and the Consultant will be entitled to rely on that information.
24.4 The Client will give all decisions and approvals in a timely manner and provide any additional assistance which the Consultant may reasonably request.
24.5 The Consultant will exercise reasonable skill, care and diligence in the performance of the Services in accordance with the standards of the Consultant’s profession.
24.6 The Consultant will also use reasonable endeavours to adhere to the programmes (if any) agreed with the Client for the provision of the Services, but will not be responsible for any delay which is due to reasons attributable to the Client or otherwise beyond the Consultant’s control.
24.7 Copyright in all drawings, reports, documents and computer-generated data prepared by the Consultant will remain the property of the Consultant. Subject to the Client paying all fees and expenses which are due, the Client will have a licence to copy and use those documents and data for any purpose related to the project for which the Services are provided, but not for any other purpose.
24.8 The Consultant will designate an individual to act as the principal representative of the Consultant in dealings with the Client concerning the Services. The Consultant reserves the right to change that individual but will not do so without good reason and will inform the Client of any such change.
24.9 The Consultant will have no other liability to the Client, whether in contract or in tort, for any loss or damage suffered by the Client, whether direct, indirect or consequential.
25.1 This Agreement will be governed by English and Welsh law and both parties agree to be bound by the exclusive jurisdiction of courts in England and Wales.
25.2 LetMC will act only on written instructions of the data controller (you), as LetMC is the data processor unless instructed to by law.
26.1 By ordering marketplace items and apps via LetMC.com Applications Store and / or https://agent.letmc.com and / or by email, you agree to these terms and conditions, no physical paperwork contract is created or signed.
26.2 A minimum term of 3 months applies for ‘paid for’ apps. Starting from the first day of the calendar month after activating the app or switching on the paid for application through LetMC control panel.
26.3 Fees for the monthly apps will start on the first day of the calendar month, and LetMC will collect the setup fee and monthly subscriptions by direct debit.
26.3 Fees for pay as you go items, including but not limited to credit checks, land registry, signable, whistl and SMS are payable by direct debit with your monthly subscription.
27.1 You understand that if you agree to give a Third Party Company permission to access your data via the LetMC API service https://live-api.letmc.com/, the agreement only gives permission of access and does not relate to the use of your data by Third Party Company.
27.2 You confirm that you understand and have checked in detail the agreement you have entered into with Third Party Company, and their use of your data.
27.3 You agree, LetMC cannot be liable for the use of your data by Third Party Company.
27.4 You confirm you are responsible for the accuracy of your data and have the necessary statutory data permissions (GDPR).
27.5 LetMC grants you a non-exclusive, non-transferable, worldwide right to use the API Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by LetMC.
27.6 The Minimum Term for API subscription is 12 Months, followed by 12-month rolling subscription.
27.7 The agreement can be ended with a 3-month notice in writing or email prior to the 12 month anniversary, and upon receiving notice, the final 3 months of the subscription fee will be due in full.
27.8 API Subscription Fee is applied per API Call set and the number of active branches. Please contact the sales team for up to date pricing.
27.9 The API Subscription Fee starts on the day LetMC issue you the API key. API Subscription Fees are exclusive of VAT, and VAT will be charged at the appropriate rate.
27.10 You will be automatically charged for additional API call sets and additional active branches.
27.11 LetMC confirms that you can instruct LetMC in writing to cancel the API Key at any time and that it can take up to 24hours to cancel on a business working day.
27.12 If you request a second API key to access a different LetMC client data, you become a Third Party Company who requires access and LetMC API Service Terms and Conditions will apply, including subscription tiers and pricing.
27.13 If your Third Party Company has received an API key for another LetMC client then they automatically become a Third Party Supplier and LetMC will revoke the API key until they have agreed to LetMC Third Party Supplier API Agreement.
27.14 You or your Third Party Company will not under any circumstances publish the API key publicly or within any of their code that can be viewed publicly. You accept that if LetMC discovers that the API key is published we will revoke the API key with immediate effect. This is to protect you from other parties taking your data and to ensure you meet your obligations under data protection legislation.
27.15 You and your Third Party Supplier must notify LetMC immediately of any unauthorised use of the API Key or any other known or suspected breach of security. You, not LetMC will be responsible to notify your clients of the security breach as detailed under the GDPR regulations.
27.16 You may not allow any competitors of LetMC access to the API Service, any breach of this condition will result in a claim of intellectual property rights infringements and damages for loss of business from you.
27.17 LetMC reserve the right to terminate the service with or without cause with immediate effect.
27.18 API Service Technical Support is only available from Monday to Friday 10:00am to 4:00pm, excluding bank holidays and planned closures. Please contact API@letmc.com and support requests will be subject to a maximum 48hrs response Monday to Friday.
27.19 LetMC will from time to time upgrade, modify, limit and suspend the API Service. As a user of the API Service, you must accept the upgrade or modification. You are responsible for monitoring upgrade release notes and technical specifications and assessing the impact these changes have on your business.
27.20 LetMC is not responsible for the cost of implementing changes due to the impact of the upgrade or modification.
27.21 LetMC can at any time add, modify, limit and remove what data is available per API call group.
27.22 LetMC cannot be held responsible for any losses due to bugs or errors in the API Service.
In consideration for Equifax allowing you to access and use the Equifax Services, you agree these Terms and the completed Authorisation Form (together the “End-User Agreement”).
28.1 Definitions and Interpretation
28.1.1 The following expressions have the following meanings unless the context requires otherwise:
“Equifax Customer” means the company which allows you to access the Equifax Services via its systems as specified on the Authorisation Form; “Applicable Regulations” means the Consumer Credit Acts 1974 and 2006, the Data Protection Act 1998, the Representation of the Peoples (England and Wales) Regulations 2001, the Money Laundering Regulations 2007, the Financial Services and Markets Act 2000, rules made by the
Steering Committee on Reciprocity, the Guide to Credit Scoring 2000, Principles of Reciprocity and any other applicable law, regulation or code; “Authorisation Form” means the form completed by you as part of your application to register as a user of the Equifax Services; “Confidential Information” means the trade secrets or confidential or proprietary information of ours or yours (as the case may be), but excluding any information: (a) which is publicly known or becomes publicly known other than by a breach of this End-User Agreement or any other duty of confidentiality; (b) which, when it was first disclosed to the receiving party, was already known by
the receiving party, and the receiving party, was at the time of disclosure free to disclose; or (c) which, after being disclosed to the receiving party, by was disclosed to the receiving party, again by a third party at liberty to disclose it without restriction. In particular (but without limitation), any specifications pricing information, the Data is our Confidential Information and any data disclosed to Equifax by you is your Confidential Information;
“Equifax” means Equifax Plc. (registered number 02425920) whose registered office is at Capital House, 25 Chapel Street, London NW1 5DS; “Equifax Services” means the Equifax Data and services that you access and receive under this End-User Agreement and specified above; “Intellectual Property Rights” means all intellectual and industrial property rights anywhere in the world, including, without limitation, any invention, patent, design or utility model rights, any copyright and trademarks, service marks, database rights, topography rights, commercial or confidential information, know-how or trade secrets, and any other rights of a similar nature whether or not registered, and the right to apply for any of them; “Notice” means written notice which includes email or publication on the Equifax website; “Personal Data” has the meaning given to it in the Data Protection Act 1998 (as amended); “Terms” means these terms and conditions; “you” means the organisation registered and to access and use the Equifax Services noted in the Authorisation Form.
28.2 Authorisation Form, in these terms:
28.2.1 Headings are for convenience only and will not affect its construction or interpretation.
28.2.2 Unless the context requires otherwise, words importing the singular will include the plural and vice versa.
28.2.3 Unless the context requires otherwise, references to any person will include references to any human being, company, body corporate, association, joint venture, partnership, trust and any entity capable of suing and being sued.
28.2.4 A reference to any statute includes references to that statute as from time to time amended, consolidated or re-enacted and all rules, regulations, statutory instruments or orders made under it.
28.2.5 "Including" means "including without limitation" and "includes" means mean "includes without limitation"; and
28.2.6 When referring to the Equifax Services, “use” means access, use, receive and other similar activities.
29.1 Equifax grants to you a non-exclusive, non-assignable licence to use the Equifax Services in accordance with this End-User Agreement and the Applicable Regulations.
29.2 This End-User Agreement will continue until either of us terminates it by giving Notice to the other.
29.3 You may only use the Equifax Services for the following purposes, and must only use the Equifax Services in strict compliance with Applicable Regulations;
29.3.1 the prevention and detection of crime;
29.3.2 the apprehension or prosecution of offenders;
29.3.3 the assessment or collection of any tax or duty or of any imposition of a similar nature; or,
29.3.4 legal or prospective legal proceedings.
29.4 Equifax (or its licensors) own the Intellectual Property Rights in the Equifax Services. You may not, in any manner (including publishing any part of the Equifax Services online) reproduce, disclose, distribute or transfer any part of the Equifax Services without our permission. Nor may you commercially exploit the Equifax Services in any way. If Equifax permits you to copy of any part of the Equifax Services, the copies must retain any copyright notice shown on the original.
29.5 Equifax owns the Equifax trademark. Other product and company names included in the Equifax Services may be trademarks or registered trademarks owned by others and should not be reproduced or copied without the owner’s permission.
29.6 You must keep any user identification, including account codes and passwords, issued to allow you to access and use the Equifax Services confidential and secure. You are responsible for, and accept liability for, any use of the Equifax Services by anyone using your user identification or password.
29.7 You will keep all Equifax Data you receive secure and confidential. You must not disclose, transfer, distribute or re-sell any part of the Equifax Services.
29.8 Equifax may from time to time, and on reasonable notice, upgrade or modify the Equifax Services. If Equifax considers it necessary, Equifax may cease to provide all or part of the Equifax Services.
29.9 If Equifax supplies you with data sourced from third parties then you shall comply with any additional terms that may be applicable to that data.
29.10 Equifax may provide and receive information about your use of the Equifax Services to and from the Equifax Customer.
30.1 You are purchasing access to the Equifax Services from the Equifax Customer. Any failure by you to pay the Equifax Customer according to the terms you have agreed with them will be a material breach of this End-User Agreement.
31.1 You and the Equifax Customer may only use the Equifax Services to obtain Personal Data in accordance with Applicable Regulations.
31.2 You will indemnify Equifax against all costs (including legal costs), claims, damages, fines, demands and expenses arising directly or indirectly out of any claim by a third party which arises in connection with your breach of any part of this Clause 29.
31.3 Any Personal Data provided as part of the Equifax Services must be destroyed when it is no longer necessary for you to retain it.
31.4 You will allow Equifax, on reasonable notice and within normal business hours and not more than once in each quarter to audit your compliance with the provisions of this Clause 29. You must promptly provide Equifax with any information Equifax reasonably requests during a compliance audit.
32.1 Neither you nor Equifax may disclose to any other person the contents of this End-User Agreement or use or disclose any of the Confidential Information with the following exceptions:
32.1.1 to the Equifax Customer as required to perform this End-User Agreement or by Applicable Regulations;
32.1.2 when required to do so by law or any regulatory authority; and
32.1.3 to your or Equifax's, as the case may be, (or any of your or Equifax's parent companies) employees, contractors, directors, agents or advisers whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person is informed of the obligations of confidentiality under this End-User Agreement and complies with those obligations as if they were bound by them.
32.2 Equifax may share information about your use of the Equifax Services with the Equifax Customer. But Equifax will not disclose any Personal Data that you receive to the Equifax Customer, except in strict compliance with Applicable Regulations.
33.1 No Intellectual Property Rights in any part of the Equifax Services are transferred or licensed to you.
33.2 Despite Clause 34.2 below, Equifax will indemnify you against any liability (including reasonable costs) that you may incur in respect of your use of the Equifax Services (in accordance with this End-User Agreement) that infringes any Intellectual Property Right of a third party in the United Kingdom provided that you:
33.2.1 promptly notify Equifax of such claim;
33.2.2 give Equifax the sole conduct of the defence and settlement of such claim and at no time admit liability without Equifax's prior written consent (which will not be unreasonably withheld); and,
33.2.3 act in accordance with our reasonable instructions and give Equifax any assistance that it may reasonably require to defend or settle the claim.
33.3 If your use of the Equifax Services in accordance with these Terms infringes any Intellectual Property Right of a third party in the United Kingdom, Equifax may procure a right for you to continue to use the Equifax Services or modify or replace the Equifax Services so as to avoid the infringement provided that the performance of Equifax Services, as modified or replaced, is not materially adversely affected. If, having used reasonable endeavours, this has not been achieved, Equifax may terminate your use of the Equifax Services immediately and, except as set out in Clause
31.2, Equifax will have no liability to you.
34.1 You warrant to Equifax that:
34.1.1 the information provided by you when you registered to use the Equifax Services is accurate and up to date, and that you will promptly notify Equifax of any changes to it; and,
34.1.2 only authorised employees or agents will be permitted to access and use the Equifax Services.
35.1 Equifax may suspend your use of the Equifax Services or terminate this End-User Agreement if:
35.1.1 your response to any request by Equifax does not satisfy Equifax that your use of the Equifax Services is in compliance with all Applicable Regulations;
35.1.2 you breach this End-User Agreement and fail to remedy it within 15 days of Equifax giving you notice of the breach and requesting that you remedy it; or
35.1.3 you are adjudicated bankrupt, convene a meeting of creditors; a proposal is made in relation to you for a voluntary arrangement under Part 1 of the Insolvency Act 1986, a proposal is made for any other composition, scheme or arrangement with (or assignment for the benefit of) your creditors; you are unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986; a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of your assets or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of you or for the making of an administration order in relation to you (otherwise than for the purpose of an amalgamation or reconstruction).
36.1 Equifax gives no warranty that your use of the Equifax Services will be uninterrupted or error-free. In particular, because third parties provide most of the data Equifax supplies as part of the Equifax Services, Equifax will not be liable for any loss or damage arising from any inaccuracies, faults or omissions in or in the provision of the Equifax Services.
36.2 Equifax's total liability in respect of any cause of action arising out of or in connection with your use of the Equifax Services (whether for breach of contract, in negligence or any other tort, under statute or otherwise at all) will be limited to providing the relevant Equifax Services again.
36.3 Equifax will not be liable to you for any indirect or consequential loss or damage, or any loss of opportunity, business, profit, reputation or goodwill arising out of your use of the Equifax Services.
36.4 Nothing in this Clause will limit or exclude Equifax's liability for fraud or for death or personal injury arising from our negligence.
36.5 Equifax excludes all liability for the non-availability of the Equifax Services or any illegal action of a third party such as hacking or the introduction of any virus or contaminant or denial of service attack arising from circumstances beyond our reasonable control.
36.6 You will indemnify Equifax against all costs (including legal costs), claims, damages, demands and expenses arising directly or indirectly out of any claim by a third party which arises as a result of your use of the Equifax Services, unless caused by Equifax's negligence.
37.1 If any part of this End-User Agreement is held invalid or unenforceable then that part will be severed, and the rest of the End-User Agreement will remain in effect.
37.2 Equifax may change these terms and conditions at any time by giving you notice. If Equifax does change these terms and conditions, you will have the option of continuing to use the Equifax Services on the new Terms, or of ending this End-User Agreement.
37.3 This End-User Agreement sets out the entire End-User Agreement between you and Equifax in connection with your use of the Equifax Services and supersedes any earlier representation or End-User Agreement between us. Except as expressly set out in this End-User Agreement, all conditions warranties and terms, expressed or implied, and statutory or otherwise, are excluded to the extent permitted by law.
37.4 No cause of action will arise if the performance of the relevant obligation is prevented or delayed, or accrual of any liability on the part of either party is occasioned, as the case may be, by any event beyond the control of that party, such as any: act of God, governmental act, war, fire, flood or other natural disaster, explosion or civil commotion, failure in information technology or telecommunications services, failure of a third party (including failure to supply data) and industrial action.
37.5 You may not assign or otherwise transfer any of your rights under this End-User Agreement.
37.6 Neither you nor Equifax may disclose any of other’s the Confidential Information except:
37.6.1 when required to do so by law or any regulatory authority; and
37.6.2 to your or Equifax's (or your or Equifax's parent companies’) employees, contractors, directors, agents or advisers whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person is informed of the obligations of confidentiality under this End-User Agreement and complies with those obligations as if they were bound by them.
37.7 No person other than you or Equifax has any right under the Contract (Rights of Third Parties) Act 1999 to enforce any of this End-User Agreement.
37.8 This End-User Agreement and your use of the Equifax Services are governed by and interpreted in accordance with English law. You submit to the jurisdiction of the English courts. However, Equifax reserves the right to bring a claim against you in your jurisdiction.
Version 6.4 14th May 2018