CREDITGATE - TERMS & CONDITIONS OF USE (1 FEBRUARY 2005)

Your use of this Website is subject to these Terms, the terms set out within your Online Account and to our Privacy Policy. You should read these Terms and the Privacy Policy, which explain our terms of business and what we may do with information provided by you through your use of this Site.

CONDITIONS OF USE
1.1 We grant to you, subject to these Terms, a non-exclusive, non-assignable licence to access and use the Services and Data in accordance with these Terms.

1.2. Your Service type, will be specified within your Online Account.

1.3 This agreement will continue for the term specified within your Online Account and, in the absence of any such term, may be terminated by either of us giving Notice to the other.

1.4 You may only use the Services and the Data for your own business purposes, for the purposes specified within your Online Account and in accordance with all Applicable Regulations.

1.5 We or our licensors own the Intellectual Property Rights in the Website and the Data. You may only use the Website in order to access and use the Data for the purposes permitted within your Online Account and these Terms. The contents of the Website may not be reproduced, disclosed, distributed or transferred to any person in any manner without our permission. Any copy of any part of the Website that you make must retain any copyright notice shown on the original. You may not display the contents of the Website or any Data in a frame surrounded by other material not originated by us or otherwise commercially exploit the Website in any way.

1.6 The ‘creditgate’ trademark is owned by us. Other product and company names appearing on the Website or in Data may be the trade marks or registered trade marks of their respective owners and should not be reproduced or copied without the owner’s permission.

1.7 You must keep any user identification issued by us and your account codes and passwords confidential. You are responsible for and accept liability for any use of the Website by you or anyone else using your user identification or password.

1.8 You will keep all Data secure and confidential and will not disclose, transfer, distribute or re-sell the Data or any part thereof except to a Group Company and you will be responsible for ensuring that any such Group Company complies with these Terms.

1.9 We may from time to time on reasonable notice upgrade or modify the mode of access to the Services and/ or change the form and content of the Services and, if we reasonably consider it necessary as a result of any change in Applicable Regulations, we may cease to supply all or part of the Data.

1.10 The provisions of the Electronic Commerce (EC Directive) Regulations 2002 shall not apply to this agreement if you are using the Site in the course of your business.

1.11 If a user is registered for "Mobile Services", it is their full responsibility to ensure that their mobile phone is kept secure to prevent unauthorised access to their account. If a user's mobile phone is lost, stolen or re-allocated to another user, they (or their System Administrator) must immediatley turn off the Mobile Services option within their website account and notify us by email. We exclude any responsibility or liability for charges incurred from a mobile phone.

2. PRICE AND PAYMENT
2.1 You will pay us for your use of the Services at the times, in the manner and at the prices specified within your Online Account or as otherwise agreed. VAT will be payable in addition to the amount specified. Prices may be varied on Notice. For Contract Customers, this will commence after the Initial Term. Invoices are payable within 30 days of receipt unless otherwise specified within your Online Account.

2.2 Customers subscribing to Contract Discount Prices must commit at least their minimum annual spend for the contract year, with any shortfall being invoiced at the end of the contract year. Any outstanding SMS charges will be billed at the end of each month.

3. DATA PROTECTION AND PERSONAL DATA
3.1 Before using any Service (other than a search under Section 29 of the Data Protection Act 1998) to obtain Personal Data, you must first obtain the consent of that person and, where the use of the Service relates to a consumer credit application or agreement, notify him or her in writing that the information which he or she gives to you:

(a) may be disclosed to a credit reference agency, which may keep a record of that information; and

(b) that we may disclose that information, and the fact that a credit search was made, to our other customers for the purposes of assessing the risk of giving credit, to prevent fraud and to trace debtors. You will, on request, give us a copy, or transcript, of the notification that you use.

3.2 To the extent that you are able to do so, you grant us a perpetual, royalty free right to keep a record of the information referred to in paragraph 3.1(a) for the purposes referred to in paragraph 3.1(b).

3.3 You may only use the search type or types and type codes that we specify and which we may change from time to time on reasonable notice.

3.4 In your use of the Services and the Data, you will comply with all Applicable Regulations. In particular, but without limitation, you will ensure that:

3.4.1 any use by you of data from the full electoral roll is for a purpose permitted under regulation 114 of the Representation of the People (England and Wales) Regulations 2001; and

3.4.2 you process Personal Data in accordance with the Business Requirements Specification (a copy of which we will supply to you on request). You will indemnify us 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 in connection with your breach of this Clause.

3.5 Any Data containing Personal Data must be destroyed when it is no longer necessary for you to retain it.

4. INTELLECTUAL PROPERTY
4.1 No intellectual property rights in the Services, the Data or the content of the Site are transferred or licensed to you except the right to use the Data for the purposes specified within your Online Account.

4.2 We will indemnify you against any liability (including reasonable costs) that you may incur in respect of your use of the Services (in accordance with these Terms) that infringes any intellectual property right of a third party in the United Kingdom provided that you: (a) promptly notify us of such claim; (b) give us the sole conduct of the defence and settlement of such claim and at no time admit liability without our prior written consent (which will not be unreasonably withheld); and (c) act in accordance with our reasonable instructions and give us any assistance that we may reasonably require to defend or settle the claim.

4.3 If your use of the Services in accordance with these Terms infringes any intellectual property right of a third party in the United Kingdom, we may procure a right for you to continue to use the Services or modify or replace the Services so as to avoid the infringement provided that the performance of Services, as modified or replaced, is not materially adversely affected. If, having used our reasonable endeavours, this has not been achieved, we may terminate your use of the Services immediately and, except as set out in clause 4.2, we will have no liability to you.

5. WARRANTIES
5.1 You warrant to us that:

5.1.1 the information provided by you in registering for use of the Website is in all respects accurate and up to date and that you will immediately notify us of any changes as soon as they occur;

5.1.2 only authorised employees or agents will be given customer identification numbers and access passwords to the Website; and

5.1.3 you are acting for the purposes of a business and not as a consumer.

5.2 We will use reasonable care and skill in providing the Services to you.

6. SUSPENSION OR TERMINATION
We may suspend or terminate your use of the Services if:

(i) you fail to pay for the Services on the due date;

(ii) you commit a material breach of these Terms which, if capable of remedy, is not remedied within 15 days of us giving you notice of the breach and requiring its remedy; or

(iii) 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).

7. LIABILITY
7.1 We give no warranty that your use of the Services will be uninterrupted or error-free and, in particular, because most of the Data is provided to us by third parties, we will not be liable for any loss or damage arising from any inaccuracies, faults or omissions in or in the provision of the Data unless caused by our negligence or wilful default.

7.2 Our entire liability in respect of any single cause of action arising out of or in connection with your use of the Data (whether for breach of contract, in negligence or any other tort, under statute or otherwise at all) will be limited, to the extent that the cause of action relates to the Data, at our option, to: (i) supplying the relevant Data again; or (ii) repaying to you the amount you paid in respect of the relevant Data.

7.3 Our total liability in any period of 12 months in relation to your use of the Services and/or the Data will be limited to the total amount paid to us by you in respect of your use of Services in the 12 month period immediately preceding the date on which the cause of action arose.

7.4 We 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 Services and/or the Data.

7.5 Nothing in this clause will limit or exclude our liability for fraud or for death or personal injury arising from our negligence.

7.6 We exclude any liability for the non-availability of this Site 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.

7.7 You will indemnify us 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 Services or the Data, unless caused by our negligence.

8. GENERAL
8.1 If any part of the Terms is determined invalid, unlawful or unenforceable to any extent then such term, condition or provision or part will be severed from the remaining Terms which will continue to be valid and enforceable to the fullest extent permitted by law.

8.2 We will give you Notice of any changes to these Terms by publishing a notification and the revised Terms on the Site. By continuing to use the Services thereafter you agree to be bound by any such changes.

8.3 These Terms set out the entire agreement between you and us in connection with your use of the Services and the Data and supersede any representation and/or agreement previously made or entered into between us in that respect. Except as expressly set out in these Terms and the within your Online Account, all conditions warranties and terms expressed or implied and whether statutory or otherwise are excluded to the extent permitted by law.

8.4 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 including any of the following: 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.

8.5 You will not assign, sub-license or otherwise transfer your rights under these Terms.

8.6 You will keep the terms of your Online Account confidential.

8.7 No person other than you or us has any right under the Contract (Rights of Third Parties) Act 1999 to enforce any of these Terms.

8.8 These Terms and your use of the Services and the Data will be governed by and interpreted in accordance with English law and you submit to the jurisdiction of the English courts. However, we reserve the right to bring a claim against you in your jurisdiction.

9. DEFINITIONS AND INTERPRETATION
9.1 The following expressions have the following meanings:

“Online Account” - means the account information we hold electronically on you within your website account, originating from the online form completed by you during the registration process.

“Applicable Regulations” - means the Consumer Credit Act 1974, the Data Protection Act 1998, the Representation of the Peoples (England and Wales) Regulations 2001, regulations made by the Standing Committee on Reciprocity and any other applicable law, regulation or code

“Data” - means the data we provide to you in providing the Services specified within your Online Account

“Group Company” - means any subsidiary or holding company, or subsidiary of a holding company (as those terms are defined in the Companies Act 1985)

“Terms” - means these terms and conditions

“Initial Term” - means the initial period of the agreement between us specified within your Online Account

“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 trade marks, 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 notice in writing (including email or notification on the Website) of not less than the 30 days

“Personal Data” - has the meaning given to it in the Data Protection Act 1998

“Services” - means the provision of Data via this Website

“Website” and or “Site” - means the creditgate website maintained at www.creditgate.com (or such other URL as we may specify from time to time)

“we” - means Creditgate Limited whose registered office is at Genesys House, Sandbeck Way, Wetherby, West Yorkshire, LS22 7DN and our, us and ours will be construed accordingly

“you” - means the person who has registered to use the Website where a) he or she is a sole trader or, b) where he or she is an employee of a corporate body, partnership or non-limited businesses, both that person and his or her employer, in each case acting for business purposes and “your” will be construed accordingly

9.2 In these Terms: a) The headings are for convenience only and will not affect its construction or interpretation; b) Unless the context requires otherwise, words importing the singular will include the plural and vice versa; c) 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; d) 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; and e)" Including" will be understood to mean "including without limitation" and "includes"will be understood to mean "includes without limitation".

10. AFFILIATE SCHEME
10.1 These are the terms and conditions that apply to your participation in the Creditgate Limited "Creditgate" affiliate scheme, either as an individual or a company. For convenience, "we", "us" and "our" means Creditgate and "you" and "your" refers to you the applicant applying to join the Affiliate Scheme.

10.2 Joining the Affiliate Scheme - For enrolment into the Affiliate Scheme, you need to apply to us directly. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application at our sole discretion.

10.3. Links on Your Site - This agreement allows you a revocable, non-exclusive, licence for the term of the Agreement, for the purpose of referrals from your site to our Web site, to use products, images and links to our Web site. You must use the graphical links generated by us, and are not allowed to alter the image banners in any way. The text of Text Links may be altered so long as the text is in no way detrimental to the reputation of Creditgate Limited. You may also alter the linking format in order to link to different pages within our Web site; however you do this at your own risk as incorrectly composed links may not register click through's correctly. To allow us to accurately report this information to you and to accrue referral fees, you must use the link format specified by us. We will not be liable for any fees on sales made, which are not correctly tracked because the links from your site are not in the proper format.

10.4 Marketing Code - Referrals can also be made by passing on your allocated "Affiliate Code" to potential customers. For this referral to be valid, the code must be entered by the customer in the "Marketing Code" field during the registration process. We will not be liable for any fees on sales made, which are not correctly tracked because the Marketing Code was not entered correctly.

10.5 Ordering Process - It is our responsibility to take and process order from customers who follow special links from your site to ours or enter a valid marketing code. We have the right to reject orders at our own discretion and subject to our own credit authorisation rules. We are responsible for all aspects of order fulfillment and processing including customer service. We will track the orders generated from links from your Site and from Marketing Code entries and provide data on this to you, including referral fees due to you.

10.6 Referral Fees - We will pay you referral fees on sales of specified products at 10%. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by us) from your site to our Web site or enter your Marketing Code during the registration field; purchase the product on our Web site using our ordering system; accept delivery of the product, and make full payment to Creditgate Limited. The Affiliate Scheme is intended for third party use only and you may not buy products through the Affiliate Scheme for your own use. You will earn referral fees based on the actual selling price of products. The selling price excludes any discount that may be provided to the customer and VAT. Fees will be paid on a quarterly basis, and will be paid by cheque roughly one calendar month after the end of the calendar quarter in question. If the payable fees are less than £10, then the amount will be held over until the following month.

10.7 Customers - Customers who buy products through this affiliate scheme are customers of Creditgate Limited. This means we are responsible for all aspects of fulfillment and customer service. It also means that Creditgate Limited standard rules, terms and procedures apply to the transaction, and the prices are those of Creditgate Limited.

10.8 Responsibility for Your Site - You are responsible for your Web Site and for all content on your site. This includes:
• Display of products, descriptions and the maintenance of links to the Creditgate Web Site in the correct format.
• Non - violation of the personal or property rights of third parties (e.g. copyright, trademarks, privacy, libel)
• Maintaining the legality of your own site
• Maintenance of the accuracy of all content, including product information.
Creditgate disclaims any responsibility or liability for such matters.

10.9 Term of the Agreement - This Agreement starts with our acceptance of your application to become an affiliate. Either party may terminate at any time. You will then be eligible for fees accrued during the term of the agreement. We may change any of the terms of this Agreement by posting a new Agreement on our Web Site or notifying you directly. If you find a change is unacceptable, then your remedy is to terminate this agreement.

10.10 Limitation of Liability - We will not be liable for any amount in excess of the total referral fees paid to you or payable to you. We will not be liable for any consequential losses, punitive damages or additional expenses.

10.11 Disclaimers - We nor our suppliers make any representations or warranties about the accuracy, suitability or completeness of:
• The information continued in the documents and graphics published on this site: or
• Any of the products of whatever nature which appear on this Site, and which may appear on your Site under the terms of the Affiliate Scheme.