1.1 Experian shall:
1.1.1 provide the Credit Review Service (“the Services”) in accordance with the description provided.;
1.1.2 use all reasonable care and skill in the performance of the Services (including in the collection and collation of any data on which the Services are based or which is comprised within the Services); and
1.1.3 use suitably qualified personnel in the provision of the Services.
1.2 The Client shall provide Experian with the information specified in order for Experian to perform the Services and shall use all reasonable endeavours to ensure that any such information provided to Experian is complete, accurate and in the agreed format.
1.3 Each party warrants that:
1.3.1 it has the full power and authority to enter into this Agreement;
1.3.2 it has obtained and will continue to hold all necessary licences, consents, permits and agreements required for it to comply with its obligations under this Agreement and for the grant of rights to the other party under this Agreement; and
1.3.3 the use by the other party as permitted by this Agreement of any information, data, software, documentation, scorecards and/or services which it provides to the other party shall not infringe any third party Intellectual Property Rights.
1.4 The warranties expressly set out in this Agreement are the only warranties that each party gives to the other in respect of the subject matter of this Agreement. All other warranties, representations or terms of equivalent effect that might be implied by law are excluded to the extent permitted by law.
2.1 This Agreement shall be deemed to have commenced on the Commencement Date and shall continue for the Initial Term.
3.1 Unless agreed by Experian that Fees shall be paid by a third party on the Client’s behalf, the Client shall pay the Fees. All Fees are exclusive of VAT.
3.2 Unless otherwise agreed by Experian, the Client shall pay the Fees in advance at the time of order using a credit or debit card. The Client acknowledges and accepts that in the vent of any early termination, all such Fees are non-refundable.
4.1 Experian’s services are not intended to be used as the sole basis for any business decision, nor to relieve the Client of its obligation to comply with its own obligations under Applicable Law. Experian Data is based upon data which is provided by third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for Experian to guarantee. Experian’s services also involve models and techniques based on statistical analysis, probability and predictive behaviour. The Client acknowledges that it is prudent to use, and it is responsible for using, the Services as one of a number of factors in its decision-making process, and for determining those other factors. Therefore, Experian will be liable if it fails to comply with its obligation under Clause 1.1.2 but Experian is not able to accept any other liability for:
4.1.1 any inaccuracy, incompleteness or other error in the Experian Data which arises as a result of data provided to Experian by the Client or any third party; or
4.1.2 any failure of the Services to achieve any particular result for the Client.
4.2 The Client agrees that it will use the Services, and/or Experian Materials provided under this Agreement, for the Permitted Purpose only
5.1 Each party shall in connection with the provision or use of the Services (as appropriate) comply with all Applicable Laws which are applicable to that party.
5.2 Each party will cooperate and share information with the other as reasonably necessary from time to time (including in circumstances where the parties may individually or collectively have caused detriment to end consumers) to ensure that both parties discharge their regulatory obligations, and in order to help achieve positive consumer outcomes.
5.3 Without prejudice to the general obligations under Clause 5.1,each of the parties shall in connection with this Agreement:
5.3.1 comply with the Anti-Corruption Requirements and the Anti-Slavery Requirements;
5.3.2 not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017, a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.
5.4 Each party shall have and shall maintain in place throughout the Term its own policies and procedures to ensure compliance with Clause 5.6, including adequate procedures under the Bribery Act 2010, and will enforce them where appropriate.
5.5 Each party shall promptly report to the other:
5.5.1 any request or demand for any undue financial or other advantage of any kind received in connection with this Agreement;
5.5.2 any slavery or human trafficking in a supply chain which has a connection with this Agreement;
5.5.3 any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance of this Agreement.
6.1 Each party shall, in respect of the Confidential Information for which it is the recipient:
6.1.1 keep the Confidential Information strictly confidential and not use or disclose any part of such Confidential Information to any person except as permitted by or as required for the performance of the recipient’s obligations under this Agreement; and
6.1.2 take all reasonable steps to prevent unauthorised access to the Confidential Information.
6.2 The parties may disclose the Confidential Information for which it is the recipient to, and allow its use in accordance with this Agreement by, the following (as long as the conditions in Clause 6.3 are met):
6.2.1 employees and officers of the recipient who necessarily require it as a consequence of the performance of the recipient’s obligations under this Agreement;
6.2.2 the recipient’s auditors and professional advisors solely for the purposes of providing professional advice and any other persons or bodies having a legal right or duty to have access to, or knowledge of, the Confidential Information in connection with the business of the recipient;
6.2.3 the recipient’s Group Companies for reasonable reporting purposes;
6.2.4 (in the case of the Client being the recipient) Permitted Users to the extent required to exercise the Permitted User Rights;
6.2.5 (in the case of Experian being the recipient), agents and sub-contractors of Experian who necessarily require it as a consequence of the performance of Experian’s obligations under this Agreement.
6.3 As a condition of the rights set out in Clause 6.2 the party wishing to exercise the rights must:
6.3.1 ensure that any person to whom it discloses Confidential Information is under an obligation of confidentiality which is substantially the same as set out in this Clause 6 in relation to such Confidential Information; and
6.3.2 procure that such persons observe the restrictions in this Clause 6.
6.4 The restrictions in Clause 6.1 do not apply to any information to the extent that it:
6.4.1 is or comes within the public domain other than through a breach of Clause 6.1; or
6.4.2 is in the recipient’s possession (with full right to disclose) before receipt from the other party; or
6.4.3 is lawfully received from a third party (with full right to disclose); or
6.4.4 is independently developed by the recipient without access to or use of the Confidential Information of the disclosing party; or
6.4.5 is required to be disclosed by law or by a court of competent jurisdiction or by any regulatory body or in accordance with the rules of any recognised stock exchange.
6.5 The parties acknowledge that from time to time the parties may discuss the provision of additional and/or new products and services by Experian to the Client and/or that Experian may bid to provide new products and/or services to the Client (whether as part of a formal tender process or not). In such circumstances the parties agree that:
6.5.1 the terms of this Clause 6 shall apply to any such discussions or bid (including any documents issued in relation to the bid) and any ideas and output developed as part of those discussions and/or bid;
6.5.2 references in this Clause 6 to a recipient’s obligations and the purposes of this Agreement shall be deemed to refer to the assessment of the provision of goods/services by Experian to the Client; and
6.5.3 the recipient shall return to the other party all materials containing the other party’s Confidential Information immediately upon demand by the other party.
6.6 Where Experian processes Personal Data contained within Client Data, the terms of Clause 18 shall govern such processing and Personal Data contained within Client Data shall not therefore be considered Confidential Information for the purposes of this Clause 6.
7.1 All Intellectual Property Rights in the Client Materials will remain vested in the Client (or its relevant licensors) and to the extent that any rights in such materials vest in Experian by operation of law, Experian hereby assigns such rights to the Client.
7.2 All Intellectual Property Rights in the Experian Materials and the Derivative Output will remain vested in Experian (or its relevant licensors) and to the extent that any rights in such data or materials vest in the Client by operation of law, the Client hereby assigns such rights to Experian.
7.3 Each party:
7.3.1 acknowledges and agrees that it shall not acquire or claim any title to any of the other party’s Intellectual Property Rights (or those of the other party’s licensors) by virtue of the rights granted to it under this Agreement or through its use of such Intellectual Property Rights;
7.3.2 agrees that it will not, at any time, do, or omit to do, anything which is likely to prejudice the other party’s ownership (or the other party’s licensors’ ownership) of such Intellectual Property Rights; and
7.3.3 agrees not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the materials of the other party and agrees to incorporate any such proprietary markings in any copies it takes of such materials.
8.1 Subject to Clause 8.2, each party shall fully indemnify the other party against:
8.1.1 any amounts paid by the indemnified party to any third party as a result of or in connection with any claim which that third party brings against the indemnified party alleging that its Intellectual Property Rights are infringed by the provision by the indemnifying party to the indemnified party of the indemnifying party’s Materials or the use of the indemnifying party’s Materials by the indemnified party as permitted by the terms of this Agreement; and
8.1.2 any associated legal expenses reasonably and properly incurred.
8.2 The indemnities in Clause 8.1 shall not apply to the extent that any claim arises as a result of use of any infringing Materials supplied or developed by the indemnified party, and are subject to the indemnified party:
8.2.1 notifying the indemnifying party promptly on becoming aware of any matter or claim to which the indemnity might relate;
8.2.2 not making any admission, settlement or payment in respect of such matter or claim, other than a payment made pursuant to a court order, without the prior written consent of the indemnifying party (such consent not to be unreasonably withheld or delayed); and
8.2.3 allowing the indemnifying party, where appropriate, to appoint legal advisers of its choice and to conduct and/or settle negotiations and/or proceedings relating to such matter or claim and the indemnified party shall comply with the indemnifying party’s reasonable requests in the conduct of any such negotiations and/or proceedings.
8.3 If any claims are made, or in Experian’s reasonable opinion are likely to be made, by any third party alleging that its Intellectual Property Rights are infringed by the Client’s use of the Experian Materials as permitted by the terms of this Agreement, Experian may at its sole option and expense:
8.3.1 procure for the Client the right to continue using the relevant Experian Materials (or any part of them) in accordance with the terms of this Agreement; and/or
8.3.2 modify the relevant Experian Materials to avoid the infringement or replace the relevant Experian Materials with non-infringing materials, whilst still providing the same, or substantially similar, functionality to the infringing materials.
9.1 Neither party excludes or limits its liability to the other for any of the following (and nothing in this Agreement shall be construed as excluding or limiting such liability):
9.1.1 for breach of its obligations under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
9.1.2 for personal injury or death resulting from its negligence or that of its employees, agents and/or sub-contractors;
for breach of Clause 6;
9.1.3 for any matter which it would be illegal for that party to exclude and/or limit, or attempt to exclude and/or limit, its liability; or
9.1.4 for that party’s fraud or fraudulent misrepresentation.
9.2 The liability of each party to the other (whether in contract, negligence, breach of statutory duty or under any indemnity or otherwise) in respect of any claims for the damage to or loss of tangible property (excluding claims for loss or corruption of, or damage to, data contained on any tangible media) shall be limited to £1 million per claim or series of claims arising from any one incident.
9.3 Except as provided in Clauses 9.1, 9.2, and 9.4, the liability of each party to the other in respect of any claims (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) brought under or in connection with this Agreement shall be limited in aggregate to the Fees.
9.4 The limitations in Clause 9.3 shall:
9.4.1 not apply to the indemnity given under Clause 8.1;
9.4.2 not apply to any liability of either party under Clause 18.5;
9.4.3 be in addition to the obligation of the Client to pay the fees and charges under this Agreement.
9.5 Subject to Clause 9.1, neither party shall be liable to the other (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) for:
9.5.1 any indirect or consequential loss;
9.5.2 the following types of financial loss: loss of profits; loss of earnings; loss of business or goodwill; even if that party had notice of the possibility of the other party incurring such losses; or
9.5.3 the following types of anticipated or incidental losses: loss of anticipated savings; increase in bad debt; failure to reduce bad debt; even if that party had notice of the possibility of the other party incurring such losses.
10.1 Either party shall be entitled to terminate this Agreement immediately by serving written notice on the other party in the following circumstances:
10.1.1 if the other party commits a material breach of any of its obligations under this Agreement which is not capable of remedy;
10.1.2 if the other party commits a material breach of any of its obligations under this Agreement which is not remedied within 28 days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination;
10.1.3 if the other party has passed a resolution for its winding up or is subject to a petition presented to any court for its winding-up (save, in either case, for a voluntary winding-up for the purpose of a voluntary reconstruction or amalgamation), is the subject of an application for administration, or a notice of intention to appoint an administrator, filed at any court, or is dissolved or declared bankrupt, or has a receiver, administrator or administrative receiver appointed over all or part of its assets, or enters into an arrangement with its creditors, or suspends or threatens to suspend payment of its debts or is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, or ceases to trade or takes or suffers any similar action;
10.1.4 upon becoming aware at any time that the other party is on an applicable sanctions list maintained by such sanction bodies as apply to the party giving notice (“Notifying Party”), and that such listing prevents or materially affects the Notifying Party’s ability to (as applicable) provide or receive the Services or give or receive payment. In addition, if Experian becomes aware that a Permitted User is on such a sanctions list, Experian shall be entitled to terminate the Permitted User Rights immediately on serving written notice on the Client; or
10.1.5 where a Change in Law renders some or all of the activities of that party in connection with this Agreement illegal or unlawful and no action that party could reasonably be expected to take can make such activities legal and lawful.
10.2 Termination of this Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party:
10.2.1 which have accrued before termination; or
10.2.2 which are intended to continue to have effect beyond termination.
10.3 Upon termination of this Agreement (or the relevant elements of it) and subject to Clause 10.4:
10.3.1 the parties shall each promptly return the Confidential Information of the other party to its owner;
10.3.2 the Client shall, at Experian’s request either return any Experian Materials to Experian or destroy such materials and, if destroyed, provide a certificate stating that such materials have been destroyed; and
10.3.3 Experian shall promptly return any Client Materials to the Client on request.
10.4 The obligations under Clause 10.3 shall not apply where it is necessary to retain any Confidential Information, Experian Materials or Client Materials to exercise any rights granted under this Agreement which are intended to survive termination of this Agreement and/or to the extent that retention is required by law or any applicable governmental or regulatory authority, for audit requirements or handling of any consumer complaints, or where electronic records have been automatically backed up to a backup or recovery system in the ordinary course of business for disaster recovery purposes. The terms of this Agreement (including Clause 6 and 18) shall continue to apply to any information or materials retained.
10.5 The licences granted by Experian under this Agreement will automatically expire on termination of this Agreement for any reason and the Client shall, other than as set out in Clause 10.4, cease to use all Experian Materials.
11.1 Neither party will be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure is due to an event of Force Majeure.
11.2 If the Force Majeure persists for a period of 28 days or more, the party not claiming Force Majeure may give notice to the other to terminate this Agreement with effect from a date specified in the notice without penalty or other liability (except for any liability on the Client to pay accrued fees).
12.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
12.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
13.1 Any notices to be sent by one party to the other in connection with this Agreement except for the service of Court proceedings shall be in writing and shall be sent by first class post (or equivalent service offered by the postal service from time to time) to either the addresses of each party as set out in this Agreement or to the registered office addresses of each party (and in the case of notices sent to Experian, with a copy to Experian’s Legal Department).
13.2 Notices shall be deemed to have been duly given two clear days after the date of posting.
13.3 If either party notifies the other party of a change to its details for the purposes of Clause 13.1, such notification shall only be effective on the date specified in such notice or seven days after notice is given, whichever is later.
14.1 If either party fails to exercise a right or remedy that it has or which arises in relation to this Agreement, such failure shall not prevent that party from exercising that right or remedy subsequently in respect of that or any other incident.
14.2 A waiver of any breach or provision of this Agreement shall only be effective if it is made in writing and signed on behalf of the party who is waiving the breach or provision. Any waiver of a breach of any term of this Agreement shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other term of this Agreement.
14.3 This Agreement and all matters arising out of it shall be governed by, and construed in accordance with, the laws of England. The English courts shall have exclusive jurisdiction over any claim or matter which may arise out of or in connection with this Agreement.
14.4 Variations of this Agreement shall not be effective unless recorded in writing signed by the parties; variations in electronic form shall not count as variations recorded in writing.
14.5 Neither party may assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do any of these things, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
14.6 This Agreement sets out all the terms agreed between the parties relating to the subject matter of this Agreement and supersedes any previous agreement between the parties (whether oral or written) relating to the same subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any warranty or representation (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this Clause shall limit or exclude any liability for fraudulent misrepresentations.
14.7 Except as expressly provided in Clause 19.1.2, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
14.8 Each party shall, at the reasonable request and cost of the other party, do whatever is reasonably required to give the other party the full benefit of all the provisions of this Agreement.
14.9 This Agreement may be executed in any number of counterparts.
14.10 Nothing in this Agreement is intended to, or shall, operate to:
14.10.1 create a partnership or joint venture of any kind between the Client and Experian;
14.10.2 authorise either party to act as agent for the other party; or
14.10.3 authorise either party to act in the name or on behalf of, or to otherwise bind, the other party in any way.
14.11 In this Agreement:
14.11.1 any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time;
14.11.2 references to Clauses are to the clauses of the particular section of the Experian Terms and Conditions in which they appear, unless reference is made to another set of Experian Terms and Conditions;
14.11.3 the singular includes the plural and vice versa;
14.11.4 the headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement;
14.11.5 where any matter is to be agreed, such agreement must be recorded in writing; and
14.11.6 wherever the words “including”, “include”, “includes” or “included” are used they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires.
These terms relating to data and materials are supplemental to the Core Terms, and apply only if either party provides data and/or materials to the other party.
15.1.1 Experian grants the Client (subject to Clauses 4.2 and 10.5) a non-exclusive non-transferable licence to use any Experian Materials provided as part of the Services in the Territory for the Permitted Purpose. The licence granted under this Clause is made separately in respect of each individual element of the Experian Materials and commences on the day that each element of the Experian Materials is first made available to the Client.
16.1 In addition to the obligations set out in the Clause 5.3, the Client shall comply with Experian’s reasonable instructions and security guidelines relating to access to Experian’s systems, including those set out at https://ssp.uk.experian.com/securecontrol/securityGuidelines.html.
17.1 The Client grants Experian (subject to Clause 10.3) a royalty free, non-exclusive, non-transferable licence to use (and copy) the Client Materials solely for the purposes of:
17.1.1performing this Agreement; and
17.1.2 complying with any requests made to Experian under statute and/or regulation.
18.1 Without prejudice to the general obligations under Clause 5.1 each of the parties shall in the provision or use of the Services (as appropriate) comply with all applicable Data Protection Legislation.
18.2 Each party warrants that it shall implement appropriate technical and organisational measures to ensure a level of data security relating to the Personal Data of the other party appropriate to the risk presented by the processing.
18.3 The Client instructs Experian to, and agrees that Experian may, process the Client Data for the Agreement Purposes.
18.4 There are circumstances in which Experian will or may be a Processor of Client Data. Experian agrees that when, and to the extent that from time to time, it is a Processor of Client Data it shall:
18.4 .1 process the Client Data only in accordance with the Client’s instructions referred to in Clause 18.3 and any other instructions agreed by the parties from time to time;
18.4 .2 not transfer Client Data outside the European Economic Area, other than on an occasional and temporary basis to third parties appointed as general suppliers of technology and services to Experian in order to support and maintain the Services, or as otherwise agreed by the parties from time to time;
18.4 .3 ensure that persons authorised to process the Client Data have committed themselves to confidentiality;
18.4 .4 not appoint any other Processor, other than as agreed by the parties from time to time (but Experian shall be entitled to appoint third parties as general suppliers of technology and services, provided that such third parties do not carry out specific Processing activities on behalf of the Client);
18.4 .5 ensure that where Experian appoints another Processor as contemplated by Article 28(4) of the GDPR, that Processor is subject to contract obligations as required by that Article;
18.4 .6 taking into account the nature of the Processing Experian carries out as a Processor of Client Data assist the Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client’s obligation to respond to requests for exercising the data subject rights laid down in Chapter III of the GDPR;
18.4 .7 assist the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of the Processing Experian carries out, and the information available to Experian, in its capacity as a Processor of Client Data;
18.4 .8 (at the request of the Client) comply with its obligations relating to the return or destruction of data under Clause 10.3, and to audit under Clause 5;
18.4 .9 (at the request of the Client) provide the Client with any information which it is reasonable for Experian to provide to allow the Client to demonstrate compliance with Article 28 of the GDPR;
18.4 .10 comply with its obligations under Article 28(3) of the GDPR to inform the Client immediately if in the opinion of Experian any instruction of the Client referred to in Clause 18.4.1 infringes the GDPR or any other relevant data protection provision;
18.4 .11 notify the Client without undue delay after becoming aware of a Personal Data Breach relating to the Client Data.
18.5 If, pursuant to Article 82(4) GDPR, one party (the “Paying Party”) has been held liable to pay compensation to a data subject for damage caused (in whole or part) by the other party (“Other Party”), the Paying Party shall, as envisaged under Article 82(5) GDPR, be entitled to recover from the Other Party (as a debt) any part of such compensation corresponding to damage for which the Other Party was responsible.
18.6 Following receipt of a claim (or notification of an intention to make a claim) from a data subject to which Article 82(4) GDPR may apply:
18.6.1 the party in receipt of the claim shall promptly notify the other party of the claim;
18.6.2 neither party shall make any admission of liability, settlement or payment in respect of such claim, other than a payment made pursuant to a court order, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed); and
18.6.3 each party shall provide such cooperation and assistance as is reasonably required by the other party in connection with the claim.
In this Agreement the following words and expressions shall have the following meanings:
|
Word or Expression |
Meaning |
|---|---|
|
Agreement |
The agreement between Experian and the Client incorporating the relevant Sections of these Terms and Conditions (as applicable); |
|
Agreement Purposes |
The purposes of Experian providing the Services as contemplated by this Agreement, and for such other purposes as the parties may agree from time to time; |
|
Anti-Corruption Requirements |
All Applicable Law relating to anti-bribery and anti-corruption including the Bribery Act 2010; |
|
Anti-Slavery Requirements |
All Applicable Law relating to anti-slavery and human trafficking including the Modern Slavery Act 2015; |
|
Applicable Law |
All legislation, regulations, and other rules having equivalent force which are applicable to the provision or use of the Services under this Agreement; |
|
Change in Law |
the coming into effect of a new Applicable Law or a change in Applicable Law or a fundamental change in the judicial interpretation of Applicable Law after the date of this Agreement, |
|
Client Data |
Any of the data (including Personal Data) and/or databases supplied by the Client and provided to Experian in connection with this Agreement but excluding any data supplied to the Client by Experian; |
|
Client Materials |
Any of the items provided to Experian by the Client in connection with this Agreement and includes Client Data; |
|
Commencement Date |
the date payment is made to Experian and subsequently cleared. |
|
Confidential Information |
Any and all information relating to the trade secrets, operations, processes, plans, intentions, product information, prices, know-how, designs, customer lists, market opportunities, transactions, affairs and/or business of the parties and/or to their customers, suppliers, clients or Group Companies in or on any medium or format; |
|
Data Protection Legislation |
All Applicable Law relating to data protection and privacy; |
|
Derivative Output |
Information, data and materials that are derived, prepared or generated by Experian and/or its sub-contractors pursuant to (and/or as a consequence of) the Services, including search footprints but excluding the Client Materials themselves; |
|
Documentation |
Any or all of the Specification, user documentation, product documentation, technical documentation including guidelines relating to data security and access and/or statements of functionality; |
|
Experian Data |
Any of the data (including Personal Data) and/or databases and/or scores supplied by Experian to the Client in connection with this Agreement but excluding the Client Data; |
|
Experian Materials |
Software and any materials, Documentation, Scorecards or other items developed and/or licensed by Experian to the Client in connection with this Agreement and includes Experian Data; |
|
Force Majeure |
Any act of government or state, civil commotion, epidemic, fire, flood, industrial action or organised protests by third parties, natural disaster, war, failure of payment systems, or any event beyond the reasonable control of the party claiming to be excused from performance of its obligations; |
|
GDPR |
the General Data Protection Regulation, to the extent that and in the form that it is a requirement of English law from time to time; |
|
Group Company |
any company which is in relation to Experian or (as the case may be) the Client, a subsidiary, holding company or subsidiary of a holding company as the terms “subsidiary” and “holding company” are defined by section 1159 of the Companies Act 2006. “Experian Group Company” and “Client Group Company” shall be interpreted in this way; |
|
Initial Term |
means the period from the Commencement Date to the conclusion of the Services. |
|
Intellectual Property Rights |
Copyright, database right, domain names, patents, registered and unregistered design rights, registered and unregistered trade marks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for the same; |
|
Materials |
means Client Materials or Experian Materials, as appropriate; |
|
Permitted Purpose |
the internal business purposes of the Client in the Territory |
|
Personal Data |
The definition specified in the Data Protection Legislation; |
|
Personal Data Breach |
The definition specified in the GDPR; |
|
Processing |
The definition specified in the Data Protection Legislation; |
|
Processor |
The definition specified in the Data Protection Legislation; |
|
Services |
The services as specified in the description, including the provision and grant of licences in respect of any Experian Data and/or Experian Material; |
|
Term |
The duration of this Agreement as determined in accordance with Clause 2.1; |
|
Territory |
The United Kingdom or such other territory as is specified in the Schedule; |
Last update: 2nd September 2022