Terms and Conditions

Please read these terms of service, (“Terms”), carefully before registering for a subscription to use the services offered on this website operated by Info Vetted Limited of 10 Orange Street, London, WC2H 7DQ, England, company number 14729934, VAT number 484102310.

By registering online for a subscription to use the Service at https://www.infovetted.com/ and clicking on the accept buttons relating to our Terms, DPA and https://www.infovetted.com/privacy-policy You agree to be legally bound by these Terms, the DPA and the Privacy Policy as they may be modified and posted on our website from time to time. In the event of any inconsistency between the content of the Terms, the DPA and the Privacy Policy, the Terms shall prevail followed by the DPA and then the Privacy Policy.

If you do not wish to be bound by these Terms, the DPA and the Privacy Policy then you may not use our Service.

You must be 18 years old in order to create an account and use the Service.

1. Definitions

In this Agreement, the following words shall have the following meanings:

2. Provision of the Service
   1. You engage the Company and the Company agrees to provide the Service and Content to the You and Authorised Users for the Term in accordance with the terms of this Agreement.
   2. The Service and Content shall be made available You and Authorised Users via the Internet during any calendar month at least 98.5% on Business Days during Business Hours in accordance with the terms of this Agreement.
   3. To access the Service, You must create a user account. You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to provide accurate, complete, and updated information during the registration process. You must be at least 18 years old to create an account.
3. Licences & Intellectual Property Rights
   1. Subject to Your payment of the Fees, You are granted a non-exclusive and non-transferable, revocable licence to permit You and Authorised users to use the Service (including any associated software, Content, IPRs and Confidential Information) during the Term for Your own internal business operations. Such licence permits You and Authorised Users to make cache copies of software or other information as are required for You to receive the Service via the Internet. Where open source software is used as part of the Service, such software use will be subject to the terms of the open source licences.
   2. No right to modify, adapt, or translate the Service or create derivative works from the Service is granted to You. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that You have any right to obtain source code for the software comprised within the Service.
   3. Unless permitted under applicable law, disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Service is prohibited.
   4. Unless otherwise specified in this Agreement, the Service is provided and may be used by You in conjunction with Your existing systems and applications to facilitate Authorised Users to access and use the Service. You and Authorised Users may not: (i) lease, loan, resell or otherwise distribute the Service save as permitted in writing by the Company; (ii) use the Service to provide ancillary services related to the Service; or (iii) except as permitted in this Agreement, provide access to or allow use of the Service by or on behalf of any third party.
   5. All IPRs and title to the Service and Content (save to the extent they incorporate any Customer Data) shall remain with the Company and/or its licensors. No interest or ownership in the Service, Content, Company IPRs or otherwise is transferred to You under this Agreement. No right to modify, adapt, or translate the Service or create derivative works from the Service is granted to You.
   6. You shall retain sole ownership of all rights, title and interest in and to Customer Data Your pre-existing IPRs. You shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and Your pre-existing IPRs. You grant the Company a non-exclusive, licence to use Customer Data, Your IPRs and any third party owned item from the Effective Date for the Term to the extent required for the Company to provide the Service.
   7. You are not allowed to remove any proprietary marks or copyright notices from the Service or Content.
   8. You assign all rights, title and interest in any Feedback to the Company. If for any reason such assignment is ineffective, You shall grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.
   9. You grant the Company a non-exclusive, non-transferable, revocable licence to display Your name, logo and trademarks, as designated and/or amended by You from time to time and as required in the creation of correspondence, documentation and website front ends in the provision of the Service.
   10. You grant the Company the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting the Company from using the Statistical Data for business and/or operating purposes, provided that the Company does not share with any third party Statistical Data which reveals the identity of You or Authorised Users, or Your Confidential Information.
   11. The Company may take and maintain technical precautions to protect the Service from improper or unauthorised use, distribution or copying.
4. Ordering, Fees, Invoicing and Payments
   1. The Company is entitled to refuse any order placed by You. If Your order is accepted, the Company will confirm acceptance by sending a confirmation invoice to You via email.
   2. In consideration of the provision of the Service by the Company, You shall pay the Company the Fees.
   3. Depending on the type of subscription that You have registered for, the Company shall invoice the Fees monthly, annually or on a “pay as you go” basis as set out in the confirmation invoice from the Effective Date. Fees are exclusive of VAT.
   4. The payment method chosen by You on registering for a subscription for the Service shall be used to automatically take payment of invoices in advance from the Effective Date and thereafter for the Term.
   5. The Fee is the price in force and published on the Company website, on the date and time of Your registration to use the Service, as set out in the first confirmation invoice.
   6. During the Term the Company may alter the Fees at any time, upon giving You 30 days prior notice by email. Each Fee increase will apply automatically from the start date of the next Renewal Term, unless you give notice by email to the Company that you wish to terminate the Agreement prior to the expiry of the 30 day period. If not termination notice is received or you continue to use the Service after such 30 day period expires, you shall be deemed to have accepted the price increase and the new Fee shall apply to all invoices issued thereafter.
   7. All invoices shall be in pounds Sterling and are payable immediately, in full, by You together with any applicable Value Added Tax.
   8. You undertake that all details provided for the purpose of obtaining the Service are correct and that all payment details provided are Your own and that there are sufficient funds or credit facilities to cover the Fees.
   9. Where payment of any Fee is not received on the due payment date, the Company may, without liability to You, disable Your password, account and access to all or part of the Service and the Company shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remains unpaid.
   10. The Company shall be entitled to charge interest on overdue Fees at the applicable statutory rate and reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.
5. Warranties
   1. Each party warrants and represents that: (i) it has full corporate power and authority to enter into this Agreement and to perform its obligations; (ii) the execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party and is in accordance with any applicable laws; (iii) it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement;
   2. The Company warrants to You that: (i) it has the right to license the Service and that the Service will operate to provide the facilities and functions implemented by the Company; and (ii) that by performing the Service the Company will not infringe the IPRs of any third party or be in breach of any obligations it may have to a third party. The foregoing warranties shall not cover: (a) deficiencies or damages relating to any third party components not provided by the Company; or (b) any third party provided connectivity necessary for the provision or use of the Service. In the event of a breach of the warranties under this clause 5.2, the Company shall have no liability or obligations to You other than to reimburse the Fees for the Service.
   3. You warrant and represent that: (i) You rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for You to fulfil Your obligations under this Agreement; and (ii) You shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that access to the Service granted under this Agreement is limited as set out in this Agreement.
   4. Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Service or that the functionality of the Service will meet Your requirements or that the Service will operate uninterrupted or error free.
6. Liability
   1. Neither party excludes or limits its liability to the other for: (i) fraud; (ii) fraudulent misrepresentation; (iii) death or personal injury caused by any negligent act or omission; (iv) wilful misconduct in connection with the use or provision of the Service; or (v) any other liability that cannot be excluded or limited by applicable law.
   2. In no event shall the Company be liable to You whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss.
   3. Subject to clauses 6.1 and 6.2, the total liability of the Company (whether in contract, tort or otherwise), in aggregate, under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed one hundred (100) per cent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by You to the Company during the preceding twelve (12) month period or, if the duration of the Agreement has been less than twelve (12) months, such shorter period, as applicable.
   4. You are liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Authorised Users who access the Service as if such acts, omissions or negligence had been committed by You.
   5. In no event shall You raise any claim under this Agreement more than one (1) year after: (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement.
   6. You acknowledge and agree that in entering into this Agreement, You had recourse to Your own skill and judgement and You have not relied on any representations made by the Company, or any employees or agents of the Company.
7. Indemnities
   1. If all or any part of the Service becomes, or in the opinion of the Company may become, the subject of an IPR claim or infringement, the Company at its own expense and sole discretion may: (i) procure for You the right to continue to use the Service or the affected part thereof; or (ii) replace the Service or affected part with other suitable non-infringing service(s); or (iii) modify the Service or affected part to make the same non-infringing.
   2. The Company, shall at its own expense: (i) defend, or at its option, settle any claim or suit brought against You by a third party on the basis that use of the Service infringes the third party’s IPRs (excluding any claim or suit deriving from any Customer Data or any item provided by You or an Authorised User); and (ii) pay any final judgement entered against You on such issue or any settlement thereof, provided that: (a) you notify the Company promptly of each such claim or suit; (b) the Company is given sole control of the defence and/or settlement; and (c) You fully co-operate and provide all reasonable assistance to the Company in the defence or settlement.
   3. The Company shall have no obligations under this clause 7.2 to the extent that a claim is based on: (i) the combination, operation or use of the Service with other services or software not provided by the Company, if such infringement would have been avoided in the absence of such combination, operation or use; or (ii) use of the Service in in breach of the terms of this Agreement; or (iii) Your negligence or wilful misconduct.
   4. If all or any part of the Service becomes, or in the opinion of the Company may become, the subject of an IPR claim or a third claim, the Company at its own expense and sole discretion may: (i) procure for You the right to continue to use the Service or the affected part thereof; or (ii) replace the Service or affected part with other suitable non-infringing service(s); or (iii) modify the Service or affected part to make the same non-infringing.
   5. You shall defend, indemnify and hold the Company and its employees, sub-contractors, suppliers or agents harmless from and against any cost, losses, fines, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement or breach by You of any IPRs with respect to use of the Service outside the scope of this Agreement; (ii) use by the Company of any Customer Date or Customer or Authorised User provided item in the provision of the Service that results in a third party claim; and (iii) the Customer’s breaches of applicable data protection law or the terms of the DPA; and (iv) any breach of the terms of this Agreement by an Authorise User.
   6. Subject to clauses 7.1 to 7.4 inclusive, each party (‘the first party’) indemnifies and undertakes to keep indemnified the other party, its officers, servants and agents (‘the second party’) against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding, fine or demand that may be brought, made or prosecuted against the second party under clause 7 of this Agreement. Such indemnity extends to and includes all costs, damages and expenses (including legal fees and expenses) reasonably incurred by the second party in defending any such action, proceeding claim or demands.
8. Term and Termination
   1. This Agreement starts on the Effective Date and continues for the Initial Term. Upon expiry of the Initial Term the Agreement automatically renews for successive Renewal Terms until either party terminates the Agreement.
   2. You may terminate the Agreement for convenience, at any time after expiry of the Initial Term, by giving 30 days written notice prior to the start of any Renewal Term. Any termination shall be effective on the start date of the next applicable Renewal Term.
   3. The Company may immediately terminate this Agreement or the provision of any Service provided pursuant to this Agreement by giving written notice if: (i) You use or permit use of the Service in breach of the terms of this Agreement; or (ii) the Company is prohibited, under applicable law from providing the Service.
   4. Either party shall be entitled to terminate this Agreement at any time by giving written notice to the other party if the other party: (i) goes into voluntary or involuntary liquidation (otherwise than for the purpose of a solvent reconstruction or amalgamation) or has a receiver or administrator or similar person appointed or is unable to pay its debts within the meaning of s268 Insolvency Act 1986 or ceases or threatens to cease to carry on business or if any event occurs which is analogous to any of the foregoing in another jurisdiction; or (ii) commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied within five (5) Business Days of receipt of a written notice specifying the breach and requiring it to be remedied; or (iii) is prevented by Force Majeure from fulfilling its obligations for more than 28 days.
   5. Upon termination of this Agreement: (i) the Company shall immediately cease providing the Service to You; (ii) all licences granted hereunder shall terminate; (iii) You shall promptly pay the Company all unpaid Fees for the remainder of the Term. No Fees already paid shall be refunded if the Agreement is terminated prior to the end of the Initial Term or a Renewal Term, unless You terminate solely due to the Company’s material breach. In such circumstances a pro-rated refund of Fees applicable to the period for which the Service will no longer be provided shall be refunded to You with 30 days of the effective date of termination; (iv) at Your option, the Company shall following receipt of a written request from You, delete (in accordance with the terms of the DPA) or return all Customer Data stored in the Company’s database in its then current format, free of charge, provided that such request is made within 30 days of termination. If You require any Customer Data to be returned in a different format the Company reserves the right to charge for this additional service.
   6. Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties. All clauses which by their nature should continue after termination shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect.
9. Confidential Information
   1. Each party shall use the Confidential Information of the other party only for the purposes of this Agreement and must keep confidential all Confidential Information disclosed to it, except where the recipient of Confidential Information is required to disclose the Confidential Information by law to any regulatory, governmental or other authority with relevant powers to which either party is subject.
   2. Each party may disclose the 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 is bound by confidentiality undertakings equivalent to those set out in this Agreement.
   3. Both parties agree to return (or destroy) all documents, materials or data containing Confidential Information of the other party without delay upon completion of the Service or termination or expiry of this Agreement.
   4. The obligations of confidentiality under this Agreement do not extend to information that: (i) was lawfully in the possession of the receiving party before the negotiations leading to this Agreement; (ii) is, or after the Effective Date, becomes public knowledge other than through any act or omission of the receiving party; or (iii) is independently developed by the receiving party, which independent development can be shown by written evidence; or (iv) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
   5. If either party is required to disclose any Confidential Information pursuant to clause 9.4.(iv) such party shall, where lawfully permitted to do so: (i) promptly consult with and take into account any comments from the other party prior to making any disclosure; and (ii) work with the other party to ensure that any exemptions or other legitimate means of preventing disclosure or limiting disclosure are used to the fullest extent possible.
10. Data Protection
    1. Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
    2. To the extent that personal data is processed when You or an Authorised User use the Service, the parties acknowledge that the Company is a data processor and You are a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
    3. If a third party alleges infringement of its data protection rights, the Company shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
    4. Where the Company collects and processes personal data from You or Authorised Users, as a data controller, when providing the Service, for example when You or an Authorised User provide an email address upon registration, such collection and processing shall be in accordance with the Privacy Policy.
11. Security
    1. You must ensure that each password is only used by the Authorised User to which it has been assigned. You are responsible for any and all activities that occur under Your account and via Your passwords. You will immediately notify the Company if You become aware of any unauthorised use of Your account or passwords or if any other breach of security becomes known to You. The Company shall have no liability for any loss or damage arising from Your failure to comply with these requirements.
    2. The Company may suspend access to the Service, or portion thereof, at any time, if in the Company’s sole reasonable discretion, the integrity or security of the Service is in danger of being compromised by acts of You or Authorised Users. The Company shall where possible give You 24 hours written notice, before suspending access to the Service, giving specific details of its reasons.
12. Customer Data
    1. Any Customer Data imported into or used within the Service must not: (i) be unlawful or otherwise objectionable, including but not limited to, Customer Data that is abusive, threatening, harassing, defamatory or fraudulent; (ii) be intended to promote or incite violence; (iii) contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks; (iv) include links to other websites containing any of the above types of prohibited content; (v) engage in any form of commercial advertising. This does not prohibit references to businesses for non-promotional purposes including references where advertising may be incidental; (vi) impersonate other people, particularly employees and representatives of the Company or its affiliates; (vii) use the Service for unauthorised mass-communication such as “spam” or “junk mail”.
    2. The Company has the right, but not the obligation to pre or post-screen Customer Data and reserves the right to remove any Customer Data without notice and may, at its sole discretion, terminate Your access to the Service.
    3. You are solely responsible for all Customer Data made available or used within the Service.
13. Third Parties

           Nothing contained in this Agreement is intended to be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.

14. Force Majeure
    1. If a party is wholly or partially prevented by Force Majeure from complying with its obligations under this Agreement, that party’s obligation to perform in accordance with the terms of this Agreement will be suspended.
    2. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement. If the Force Majeure event last for more than 28 days the non-defaulting party may terminate this Agreement with immediate effect without penalty.
15. Miscellaneous
    1. Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
    2. This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
    3. No party may assign, transfer or subcontract its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however the Company shall be entitled to assign the Agreement to: (i) any company in the Company’s group of companies; or (ii) any entity that purchases the shares or assets of the Company as the result of a merger, takeover or similar event, who is not Your competitor.
    4. You and the Company are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.
    5. Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be deemed to have been duly given if sent by registered post or email to a party at the address given for that party in this Agreement. All notices to the Company shall be sent by email to info@infovetted.com and notices to You shall be sent to the postal address or email address under which Your account is registered. Notices will be deemed received: (i) 3 days after posting if sent by first class post; (ii) on the day of sending if an email is sent on a Business Day; and (iii) on the next business Day if an email is sent on a weekend or public holiday.
    6. The Company may change or modify the terms of this Agreement, upon giving You 30 days notice via email. All changes shall be deemed to have been accepted by You unless You terminate the Agreement prior to the expiry of such 30 day period.
    7. Neither party shall make any public statement, press release or other announcement relating to the terms or existence of this Agreement, or the business relationship of the parties, without the prior written consent of the other party. Notwithstanding the aforesaid the Company may use Your name and trademarks (logo only) to list You as a client of the Company on its website and in other marketing materials and information.
    8. This Agreement shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.