These are the CarCliq User Terms and Conditions.
The CarCliq Advertiser Terms and Conditions can be found here
1. THESE TERMS AND CONDITIONS
1.1 You are reading a legal document which is the "User Agreement" (or "Terms and Conditions") between you, a particular user of the Website (whom we refer to as “you” or “your” in this document), and us for your use of the Website (as defined below). We are Car Seller International Limited, a company registered in England under number 04363371 with our registered office at 1st Floor, 49 Peter Street, Manchester, England, M2 3NG (and we refer to ourselves as "carcliq", “we” or “us” or “our” in this document). If you have any comments, queries or suggestions about the Website, you can write to us at this address or email us at [email protected]
1.2 Please read this User Agreement carefully. By accessing or using the Website (or enabling anyone else to do so) or by using any facilities or services made available through it, you are agreeing to these Terms and Conditions.
1.3 These Terms and Conditions were most recently updated on 12th day of February 2019.
1.4 We shall keep a copy of these Terms and Conditions, but you are advised to print and keep a copy of these Terms and Conditions and each amended version for your own records and future reference.
2.1 In this User Agreement, unless the context otherwise requires:
"Account" means a User’s registration for the Website which enables that User to post comments on the Website in relation to (i) articles that are listed on the Website which relate to the vehicle industry, and (ii) responses to those articles posted by other Registered Users;
"Advertiser" means an advertiser on the website of vehicles available for sale;
"Breach of Duty" has the meaning given to it in Clause 10.10.1;
"Business Day" means any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in the City of London;
"Community" means the functionality available on the Website which allows Registered Users to make Postings;
"Confidential Information" means any information in any form or medium obtained by one party from or on behalf of the other pursuant to this User Agreement which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential whether disclosed or obtained before, on or after the date of commencement of this User Agreement together with any reproductions of such information or any part of this information (and our “Confidential Information” shall include any information relating to our methodology, software, Website, other Users, and those other Users’ confidential information);
"Intellectual Property Rights" means copyright and related rights, trademarks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Liability" has the meaning given to it in Clause 10.10.2;
"mycarcliq" means the facility on the Website for a Registered User to update their Account details;
"News Board" means any information relating to news in the vehicle industry on the Website which is available to be viewed by Users, and which may include (i) articles that are listed on the Website which relate to the vehicle industry, and (ii) responses to those articles posted by Registered Users;
"Posting" a comment posted by a Registered User (i) in relation to a News Board, or (ii) as part of any other discussion between Registered Users on the Website relating to vehicles and the vehicle industry;
"Registered User" means any person who accesses the Website and who registers for an account on the Website that would allow them to post comments on the Website and respond to comments of others in relation to articles available on the Website regarding news in the vehicle industry;
"Unregistered User" means any person who accesses the Website but is not a Registered User;
"User" means a Registered User or an Unregistered User;
"User Material" means any material, content, information, data, profiles, feedback, opinions, suggestions, portfolios, descriptions, documents, files, pictures, photographs, diagrams, designs, sketches, drawings, plans, specifications, lists, text, images, logos, graphics, names or trademarks, (in any form or in any media) uploaded or provided by the User to the Website or carcliq; and
“Website” means our website whose current uniform resource locator is at www.carcliq.co.uk
“you” means the User.
2.2 In this User Agreement:
2.2.1 references to Clauses are to the clauses of this User Agreement;
2.2.2 words importing a gender shall include the other gender and the neutral;
2.2.3 references to persons and entities include individuals, bodies corporate, firms, partnerships or unincorporated associations;
2.2.4 the singular includes the plural and vice versa;
2.2.5 the headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this User Agreement;
2.2.6 references to "includes" or "including" or like words or expressions shall mean without limitation;
2.2.7 references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification); and
2.2.8 references to "written" or in "writing" (except in respect of sending a notice in accordance with Clause 12.8) includes in electronic form.
2.3 We reserve the right to amend these Terms and Conditions at any time. All amendments to these Terms and Conditions will be posted in the latest Terms and Conditions online on the Website, although we may also email you with the latest draft if you are a Registered User. We may introduce the changes with or without notice to you, although where we reasonably consider the change to be significant, we shall endeavour to give at least 30 days’ warning of the changes. However, in any event, you are responsible for regularly reviewing information posted online and the latest Terms and Conditions to obtain timely notice of all changes. You may terminate this User Agreement by informing us (by post or email to the addresses in Clause 1.1) and cease using the Website if you do not wish to be bound by the new or revised Terms and Conditions. However, your continued use of the Website will be deemed to constitute your acceptance of the new or revised Terms and Conditions.
3. SEARCH FUNCTIONALITY
3.1 The Website offers to Users the ability to perform a search for an Advertiser or a vehicle advertised for sale by an Advertiser. When you perform a search, we may not list the search results (i.e. the list of appropriate Advertisers or adverts in relation to vehicles for sale) in any particular order.
3.2 The search functionality of the Website is available to any User whether or not that User has registered for an Account.
4. REGISTRATION FOR THE WEBSITE
4.1 Please note that you need to register to become a Registered User and to be able to have the functionality available to make Postings through the Website. If you register for the Website, it enables you to make Postings.
4.2 Please note that to use the Website you must be 18 years of age or over.
4.3 We reserve the right to prevent you using the Website (or any part of it) and we reserve the right to decline a new registration, and we or you may also terminate your registration at any time by terminating this User Agreement by written notice to the other (by post or email to the last known postal or email address of the other).
4.4 To register for the Website you need to supply us with your name, address, email address, telephone number, user name (which you may need to replace if your desired one is unavailable), password and such other contact details as we require. You must use your own details and not impersonate another person or adopt a false identity
4.5 You must not choose a password that can be readily guessed. If you think that you may have allowed a third party to see or use your password other than with your permission, you must inform us immediately and we will suspend use of the relevant Account under that password (but in any event, you shall be responsible for any use under that password until we do so). You agree to regularly change your password and in any event when we require.
4.6 You must keep your password strictly confidential and secure and immediately notify us if any unauthorised third party becomes aware of that password or if you become aware of any unauthorised use of your email address or password or there is any breach of security known to or suspected by you. You agree that any person to whom your user name or password is disclosed is authorised to act as your agent for the purposes of using the Website. Please note that you are entirely responsible if you do not maintain the confidentiality of your password. You are also entirely responsible for bringing this User Agreement to the attention of all persons who may access the Website through your password or your Internet connection.
4.7 As part of your submission of initial registration details to the Website, we may send an email to the email address you have given, requiring you to follow the instructions in that email in order to be able to use the Website as a Registered User. Until you have complied with the instructions in that email, you may register and set up and maintain your registration, but you will be unable to make Postings. Your ability to make Postings will start as soon as you have complied with the email instructions.
4.8 The level of functionality for an Account shall be as described on the Website from time to time and may change.
5. PROVISION AND USE OF THE WEBSITE
5.1 Our provision, and your use, of the Website are subject to these Terms and Conditions.
5.2 Use of the Website, as a Registered User and an Unregistered User, is currently free of charge.
Entering Contracts with Advertisers
5.3 We will not be party to any arrangement, agreements or meetings made between you and any Advertiser and all such arrangements and agreements are subject to any terms and conditions agreed between you and that Advertiser.
5.4 We may provide the facility for you to contact Advertisers, but we will not be responsible if Advertisers do not respect the privacy or confidentiality or security of your information, or if you reveal any further information about yourself or other people. You should do everything that you need to do to satisfy yourself and other people (on whose behalf you may be acting) of the validity and safety and professionalism in dealing with those Advertisers and of their identities, record, honesty and other qualities, and you should do everything you need to in order to protect and satisfy yourself before entering into any arrangement, agreement, meeting or communication with them. Specifically:
5.4.1 we are not responsible and have no Liability for the accuracy, quality, safety or legality of any Advertiser’s acts or omissions or premises;
5.4.2 we are not responsible and have no Liability for the vehicle advertised by an Advertiser on the Website or for any standard (or purported standard) that the Advertiser attributes to that vehicle;
5.4.3 we are not responsible and have no Liability for the ability of Advertisers to provide services or to any level they may have stated;
5.4.4 any arrangement, agreement, meeting or communication of you (or anyone on whose behalf you are acting) with any Advertiser (or anyone on whose behalf that Advertiser is acting) as a result of use of the Website is entirely at your own risk;
5.4.5 we shall in no circumstances have any Liability whatsoever in respect of any such arrangement, agreement, meeting or communication or any Advertiser's failure to comply with such arrangement, agreement, meeting or communication;
5.4.6 we shall in no circumstances have any Liability for any act or omission of any third party (including any Advertiser); and
5.4.7 we will not be responsible for any liability, loss, damage, injury, cost, expense, fine, demand, claim or proceeding incurred by any person (including for death, personal injury, damage to property or pure financial loss) arising out of or in relation to any such arrangement, agreement, meeting or communication (including failure to provide or delay in providing any services, or errors in any information provided to us or to you by that other person).
This is subject to us not excluding Liability in accordance with Clause 10.3 (to the extent that we have any such Liability).
5.5 You acknowledge that any tips and suggestions that we may provide through the Website are for convenience only, and any such tips are not exhaustive and may not apply in certain circumstances. Irrespective of any tips or suggestions we may provide through the Website, it is entirely your responsibility to take your own precautions and carry out your own prior investigations.
5.6 You agree that the exclusive responsibility for the information relating to an Advertiser shall rest with that Advertiser and that ultimately if you enter into an arrangement, agreement, meeting or communication with that Advertiser, the responsibility for doing so is yours alone.
5.7 Meanwhile, you agree to honour any arrangement, agreement, meeting or communication that you enter into with an Advertiser and you agree to indemnify us, and keep us indemnified, against all liabilities, losses, damages, injuries, costs, expenses, fines, demands, claims and proceedings suffered or incurred by us arising (directly or indirectly) out of any failure by you to honour such arrangement, agreement, meeting or communication.
Postings and News Board
5.8 If you are a Registered User, you can make a Posting.
5.9 You are responsible for completing the relevant fields in providing the information relevant to a Posting. You are responsible for all the information that you include in a Posting.
5.10 If another Registered User responds to your Posting or posts any new Posting in relation to any News Board or any other discussion taking place on the Website between Registered Users, we will not tell you; it is your responsibility to check the Website and the relevant News Board or discussion for any Posting that is made.
5.11 All use of the News Boards and Postings are subject to our general Community Rules as updated and posted on the Website from time to time. Those Community Rules are incorporated into, and form part of, this User Agreement.
5.12 Commentary and other materials posted on the Website and/or included in News Boards are not intended to amount to advice on which reliance should be placed. We therefore disclaim all Liability and responsibility arising from any reliance placed on such materials by any User, or by anyone who may be informed of any of its content
5.13 As between you and us, you shall retain ownership of any User Material you submit to us or the Website. You hereby waive your moral rights in such User Material and grant us a royalty-free, perpetual, irrevocable, assignable, sub-licensable, worldwide, non-exclusive right and licence to use, copy, modify, edit, adapt, translate, publish and distribute (in our absolute discretion) any such User Material transmitted by you to us or the Website for any purpose whatsoever (including for display on the Website and for marketing and promoting the Website). You hereby warrant that:
5.13.1 you have sufficient rights or licence in order to be able to send any such User Material to us or to the Website, and for us and the Website to use the User Material in any ways intended for such use (as described in this User Agreement); and
5.13.2 in submitting any such User Material to us or to the Website or to any third party, you shall not in any way breach or infringe Clause 5.40.
5.14 We shall not monitor or pre-screen any comments or User Material made or submitted by any person in any Posting available on the Website, but we reserve the right in our absolute discretion to block access to, omit, remove, suspend or edit any User Material that you or any Registered User transmits, posts or sends to us or the Website (temporarily or permanently), in whole or in part, which in our reasonable opinion may breach this User Agreement or may give rise to a breach of this Clause 5 or to any Liability for us or any third party.
5.15 The views and comments in User Material are those of the relevant authors and do not reflect the views of us or any of our officers or employees. We shall not be responsible for any User Material submitted or supplied by any Registered User, whether or not that User Material forms part of a Posting.
5.16 All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to us by you or in response to solicitations by us regarding the Website (each being “Ideas”) shall be deemed and shall remain our property. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.
5.17 Whether or not you register as a Registered User, you have the option on the Website to sign up to receive newsletters, both by email and in hard copy. We need your email address for this. If you are already a Registered User, we will already have this; if not (and you do not wish to become a Registered User), then you will need to supply us with your email address (only). Our use of your personal data shall be in compliance with our Privacy & Cookies Policy.
5.18 Any newsletter that we send to you will contain information for you to unsubscribe from our mailing list. Alternatively, to unsubscribe contact us at [email protected]
Third Party Advertising
5.19 We may place advertisements in different locations and at different points on the Website. These locations and points may change from time to time.
5.20 You are free to select or click on advertised goods/products and services or not as you see fit.
5.21 Any advertisements may be delivered on our behalf by a third-party advertising company or affiliate network.
5.22 No personal data (for example your name, address, email address or telephone number) will be used during the course of serving our advertising, but, on our behalf, a third-party advertiser or affiliate may place or recognise a unique "cookie" on your browser (see our Privacy & Cookies Policy here about this). This cookie will not collect personal data about you nor is it linked to any personal data about you. If you would like more information about this practice and to know your choices about not having this information used by any company, see our Privacy & Cookies Policy here about this which you can click on for more information.
5.23 You agree to use the Website in accordance with all Community Rules as updated and posted on the Website from time to time. Those Community Rules are incorporated into, and form part of, this User Agreement.
5.24 You agree not to cause any other User any loss or liability or interfere with another person's use of the Website except to the extent that we expressly permit.
5.25 You agree to use Advertisers’ and other Users' information that you discover as a result of using the Website strictly for the purpose of using the Website yourself and not to post another person's data on a publicly available place (without that other person's express prior consent).
5.26 When we provide information about Advertisers or vehicles that Advertisers are trying to sell, we are dependent on data provided by them or third parties. We do not warrant, and we exclude all Liability in respect of the accuracy, completeness, currency, fitness for purpose or legality of any information on or accessed via the Website or otherwise communicated to you (by email, by hard copy printout from the Website or otherwise) relating to such information.
5.27 Information provided by a third-party on or through the Website is facilitated by us solely for your convenience only. Your use of such information may be subject to additional terms and conditions of such third party. You agree that exclusive responsibility for that third-party information shall rest with that third party and not us.
5.28 We will use our reasonable endeavours to correct any errors or omissions in the Website as soon as practicable after being notified of them. However, we do not guarantee that the Website will be free of faults and we do not accept Liability for any errors or omissions. In the event of a fault in the Website, you should report it by email to: [email protected]
5.29 You shall ensure that all User Material provided by or on behalf of you to us, the Website or other Users (whether through the Website or not) is true, complete and accurate and you shall promptly inform us of any changes to such information by updating the details in the mycarcliq section of the Website. You agree to make any necessary changes to information relating to your arrangements with other Users directly with those other Users.
5.30 If the Website is accessed by you from outside the United Kingdom, this is entirely at your risk. We make no representation that the Website is available or otherwise suitable for use outside of the United Kingdom. If you choose to access or use the Website from or in locations outside the United Kingdom, you do so on your own initiative and are responsible for:
5.30.1 ensuring that what you are doing in that country is legal; and
5.30.2 the consequences and compliance by you with all applicable laws, regulations, byelaws, codes of practice, licences, registrations, permits and authorisations.
5.31 We do not warrant that your use of the Website will be uninterrupted, and we do not warrant that any information (or messages or Postings) transmitted via the Website will be transmitted accurately, reliably, in a timely manner or at all.
5.32 We do not give any warranty that the Website is free from viruses or anything else which may have a harmful effect on any technology.
5.33 Also, although we will try to allow uninterrupted access and minimise any downtime to the Website, access to the Website may be suspended, restricted or terminated at any time for any reason (including for necessary maintenance or introduction of new functionality or content).
5.34 We reserve the right to change, modify, substitute, suspend or remove without notice any information or service on the Website from time to time without notice to you. Your access to the Website may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can.
5.35 You agree to comply at all times with any instructions for use of the Website in this User Agreement or which we display on the Website from time to time.
5.36 Nothing on the Website shall constitute advice specific to your circumstances or a recommendation.
5.37 We assume no responsibility for the content or services of any other websites or services to or from which the Website has links. The links are provided "as is" with no warranty, express or implied, for the information provided within those sites.
5.38 No one is entitled to frame any of the Website onto another website without our prior written consent (which may be withheld in our absolute discretion).
5.39 We hereby grant to you a revocable, non-exclusive, royalty-free right to provide a link from your website to the home page of the Website, provided that you do so in a fair and legal way without damaging our reputation or taking advantage of it. In particular:
5.39.1 you shall not make any warranties or representations about us, the Website, our data, our software or our policies except with our prior express authorisation;
5.39.2 you shall not say anything that is false, misleading, derogatory or offensive about us or the content of the Website, our data, our software or our policies; and
5.39.3 you shall not suggest expressly or implicitly that we have endorsed or approved you, any services you may offer or your site or are associated with it where this is not the case.
5.40 The following uses of the Website are expressly prohibited, and you undertake not to do (or to permit or encourage or entice or induce anyone else to do), directly or indirectly, any of the following:
5.40.1 send or receive any material which is grossly offensive, harassing, threatening, malicious, abusive, of an indecent, obscene, pornographic or menacing character, vulgar, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, or which may infringe any intellectual property rights (including copyright), rights of personality, publicity or privacy or any third-party rights of any nature;
5.40.2 send or post to any User Material or do anything that unfairly takes advantage of or exploits anyone under the age of 18 or anyone who is not in a fit and proper state to be able to look after their own best interests, nor seek to enter into a contract or agreement with any such person;
5.40.3 send or post any inaccurate or incomplete or misleading data or material (including sending any feedback about another User which is not fair or accurate);
5.40.4 cause annoyance, inconvenience or needless anxiety;
5.40.5 intercept or attempt to intercept any communications transmitted by way of a telecommunications system;
5.40.6 use the Website for a purpose other than which we have designed it or intended it to be used;
5.40.7 use the Website in any way which breaches any laws, regulations, byelaws, codes of practice, licences, registrations, permits or authorisations;
5.40.8 use the Website for any fraudulent, criminal or unlawful purpose or for inciting, encouraging or enticing any fraudulent, criminal or unlawful purpose;
5.40.9 impersonate any other person or body or misrepresent a relationship (or a lack of a relationship or a different relationship) with any person or body (including wrongfully suggesting we have endorsed or recommended you);
5.40.10 do anything other than in conformance with accepted Internet practices and practices of any connected networks;
5.40.11 act in a racist, sexist or discriminatory way;
5.40.12 do anything in any way which may incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity;
5.40.13 do anything in a way that we consider may be contrary to our interests;
5.40.14 resell the Website without our prior written consent;
5.40.15 furnish false User Material, including false names, addresses or contact details;
5.40.16 attempt to circumvent our security or network including accessing data not intended for you, log into a server or account you are not expressly authorised to access, or probe the security of other networks (such as running a port scan);
5.40.17 use, deliver or transmit any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
5.40.18 access the Website in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;
5.40.19 interfere or attempt to interfere with the proper working of the Website;
5.40.20 use the Website for any advertising (except with our express prior consent);
5.40.21 execute any form of network monitoring which will intercept data not intended for you;
5.40.22 harvest or otherwise collect any information or data about Users without their express consent;
5.40.23 send unsolicited mail messages, including the sending of "junk mail" or other advertising material to individuals who did not specifically request such material. You are explicitly prohibited from sending unsolicited bulk mail messages. This includes bulk mailing of commercial advertising, promotional, or informational announcements, and political or religious tracts. Such material may only be sent to those who have explicitly requested it. If a recipient asks to stop receiving email of this nature, you may not send that person any further e-mail;
5.40.24 create or forward "chain letters" or other "pyramid schemes" of any type, whether or not the recipient wishes to receive such mailings
5.40.25 send malicious email, including flooding a user or site with very large or numerous emails;
5.40.26 harass or abuse or stalk any person;
5.40.27 enter into fraudulent agreements or arrangements with other Users (which shall include pretending to be a third party, or to have no relationship with another User when one exists); or
5.40.28 make unauthorised use, or forging, of mail header information.
5.41 Use of the Website does not include the provision of a computer or other necessary equipment to access the Website. To use the Website, you will require Internet connectivity and appropriate telecommunication links. We shall not have any Liability for any telephone or other costs that you may incur.
5.42 You are responsible for all access to the Website through your Internet connection and for bringing these Terms and Conditions to the attention of all such persons.
5.43 We do not warrant that the Website will be compatible with all hardware and software which you may use. Although we may put in place security measures for your protection, (subject to Clause 10.3) we shall not have any Liability for damage to, or viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of the Website or your obtaining any material from, or as a result of using, the Website. We shall also not have any Liability for the actions of third parties in breaching any security measure.
Breaking the rules
5.44 You agree to inform us as soon as you suspect that any User is in breach of any of this User Agreement. Following receipt of your information, we may investigate and decide what, if any, action to take in our absolute discretion. We shall not enter into discussion as to our decision or the results of our investigation.
5.45 You must not misuse the complaints facility or falsely report any breach of this User Agreement.
Your statutory rights
5.46 As a consumer, nothing in this User Agreement affects your non-excludable statutory rights.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights (including the "look and feel" and other visual or non-literal elements) in the Website, information and content and material on or accessible from the Website, any database operated by us, software on the Website and all the Website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such Intellectual Property Rights. All rights not expressly granted by us are reserved.
6.2 None of the material described in Clause 6.1 may be reproduced or redistributed without our prior written permission. You may, however, retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not on any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices in any electronic or hard copy of the material or the Website. You shall not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website without our permission.
6.3 No part of the Website or the material described in Clause 6.1 may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission or as provided by law.
6.4 If you quote from the Website, you must do so fairly and give due accreditation to the author and us and reference to the Website.
6.5 Except to the extent that we expressly permit, you must not modify any material described in Clause 6.1.
6.6 All rights (including goodwill) in the “carcliq” names and logos are owned by us (or our licensors). Other product and company names mentioned on the Website are the trademarks of their respective owners.
7.1 Each of you and we shall keep and procure to be kept secret and confidential the Confidential Information of the other party (whether disclosed or obtained before, on or after the commencement of this User Agreement) and shall not use nor disclose the same save:
7.1.1 for the purposes of the proper performance of its obligations or exercise of its rights under this User Agreement; or
7.1.2 as otherwise permitted by this User Agreement; or
7.1.3 with the prior written consent of the other party.
7.2 Where either you or we disclose Confidential Information of the other party to its employee, consultant, subcontractor, supplier, customer, agent, professional adviser or insurer, it shall do so subject to obligations equivalent to those set out in this Clause 7. Each of us and you shall use its reasonable endeavours to ensure that any such employee, consultant, subcontractor, supplier, customer, agent, professional adviser or insurer complies with such obligations.
7.3 Each of you and we shall at all times:
7.3.1 adopt, retain and keep updated adequate procedures and physical security measures which protect the Confidential Information of the other party from inadvertent disclosure or release to unauthorised persons; and
7.3.2 hold the Confidential Information of the other party in strict confidence and in any event with no less standard of confidentiality than that which it applies to its own confidential information.
7.4 The obligations of confidentiality in this Clause 7 shall not extend to any matter which either you or we can show:
7.4.1 is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this User Agreement; or
7.4.2 was in its written records prior to receipt; or
7.4.3 was independently developed by it; or
7.4.4 was independently disclosed to it by a third party entitled to disclose the same.
7.5 If either you or we are required to disclose the Confidential Information of the other party under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the party so required may disclose the Confidential Information to the extent required but shall, prior to any disclosure where practicable, give the other party as much notice thereof as practicable and notify and consult with the other party and, at the other party's request and cost, fully co-operate with and assist that other party in opposing any such disclosure.
7.6 Neither you nor we shall make any announcement of any kind in respect of the subject matter of this User Agreement except with the prior written consent of the other party (not to be unreasonably withheld or delayed) or as is required by law.
8. TERM, SUSPENSION AND TERMINATION
8.1 This User Agreement shall commence on the date on which you first access the Website as an Unregistered User; for the avoidance of doubt, we shall also ask you to agree to this User Agreement when submitting your details to become a Registered User.
8.2 Each of you and we shall be entitled immediately or at any time (in whole or in part), without Liability to the other, to: i) suspend the Website (in whole or in part); ii) suspend your use of the Website (in whole or in part); iii) suspend the use of the Website (in whole or in part) for persons we believe to be connected (in whatever manner) to you or another suspended or terminated or banned User (including who may have the same or similar email address or Internet protocol address to you or them); and/or iv) terminate this User Agreement immediately; if:
8.2.1 the other commits any material breach of this User Agreement;
8.2.2 you or we suspect, on reasonable grounds, that the other has, might or will commit a material breach of this User Agreement; or
8.2.3 you or we suspect, on reasonable grounds, that the other may have committed or be committing any fraud against the other or against any other person.
8.3 If we suspend or terminate your use of the Website (in whole or in part) under Clause 8.2, you shall not attempt to use or access the Website directly or indirectly under any other name or User.
8.4 If we suspend the Website (in whole or in part), we may refuse to restore the Website until we receive an assurance from you, in a form we deem acceptable that there will be no further breach of the provisions of this User Agreement.
8.5 Either you or we may terminate this User Agreement immediately by notice to the other without cause.
8.6 Each of your and our rights to terminate this User Agreement shall not prejudice any other right or remedy you or we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
9.1 You shall fully and promptly indemnify and keep indemnified us against all liabilities, losses, damages, injuries, costs, expenses, fines, demands, claims and proceedings suffered or incurred by us arising (directly or indirectly) out of:
9.1.1 any claims or legal proceedings arising from your use of the Website or use of the Website through your password, which are brought or threatened against us by any person; or
9.1.2 any breach of this User Agreement by you; or
9.1.3 any liability owed by you to an Advertiser or another User.
10. LIMITATION OF LIABILITY
10.1 If you are a consumer, nothing in this User Agreement (including in this Clause 10) affects or limits your statutory rights (including without limitation the right to insist that services shall be provided using reasonable care and skill).
10.2 This Clause 10 prevails over all of this User Agreement and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:
10.2.1 the performance, non-performance, purported performance or delay in performance of this User Agreement or the Website (or any part of it); or
10.2.2 otherwise in relation to this User Agreement or the entering into or performance of this User Agreement.
10.3 Nothing in this User Agreement shall exclude or limit our Liability for (i) the tort of deceit; (ii) death or personal injury caused by our Breach of Duty; (iii) any breach of the obligations implied by s.2 Supply of Goods and Services Act 1982; or (iv) any other Liability which cannot be excluded or limited by applicable law.
10.4 In performing any obligation under this User Agreement, our only duty is to exercise reasonable care and skill.
10.5 We do not warrant, and we exclude all Liability in respect of the accuracy, completeness, fitness for purpose or legality of any information accessed using the Website; and we exclude all Liability of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature.
10.6 Save as provided in Clause 10.3, we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this User Agreement.
10.7 Save as provided in Clause 10.3, we shall have no Liability for (i) indirect or consequential losses, damages, costs or expenses; (ii) loss of actual or anticipated profits; (iii) loss of contracts; (iv) loss of use of money; (v) loss of anticipated savings; (vi) loss of revenue; (vii) loss of goodwill; (viii) loss of reputation; (ix) loss of business; (x) ex gratia payments; (xi) loss of operation time; (xii) loss of opportunity; or (xiii) loss of, damage to or corruption of, data (except to the extent that we specifically have a responsibility to prevent loss of, damage to or corruption of, data under this User Agreement); and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, (ii) to (xiii) above of this Clause 10.7 apply whether such losses are direct, indirect, consequential or otherwise.
10.8 Save as provided in Clause 10.3, or as otherwise agreed expressly in writing between you and us, our maximum Liability in relation to your use or inability in use or delay in use of the Website, or any material in it or accessible from it, or from any action or decision taken as a result of using the Website or any such material, shall be £10.
10.9 The limitation of Liability under Clause 10.8 has effect in relation both to any Liability expressly provided for under this User Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this User Agreement.
10.10 In this Clause 10:
10.10.1 “Breach of Duty” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty); and
10.10.2 “Liability” means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this User Agreement, including, without limitation, liability expressly provided for under this User Agreement or arising by reason of the invalidity or unenforceability of any term of this User Agreement (and for the purposes of this definition, all references to “this User Agreement” shall be deemed to include any collateral contract).
11. DATA PROTECTION
11.1 Please see our Privacy & Cookies Policy which forms part of this User Agreement.
11.2 You must have the express consent of any third party (including any other colleagues) in order for you to disclose or post details about that other third party to us or to the Website and you will be responsible for ensuring that such third party has agreed to this User Agreement before you send any data about them to us or the Website.
11.3 We may amend or remove data relating to any living individual if they ask us to do so, even if that person is apparently represented by you.
12.1 No partnership/agency: Nothing in this User Agreement shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
12.2 No other terms: Except as expressly stated in this User Agreement, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
12.3 Assignment: You shall not (and shall not purport to) assign, sub-license, sub-contract, transfer, novate, charge or otherwise encumber, create any trust over or deal in any manner with this User Agreement or any of your rights, liabilities or obligations under this User Agreement without our prior written consent (such consent not to be unreasonably withheld or delayed).
12.4 Force majeure: Neither party shall have any Liability for any breach, hindrance or delay in performance of its obligations under this User Agreement which is caused by an Event of Force Majeure, regardless of whether the circumstances in question could have been foreseen. An "Event of Force Majeure" means any cause outside of the party's reasonable control, including any act of God, actions or omissions of third parties not in the same group as us (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, seizure or forfeiture, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, unusual traffic volumes, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions (including cold, heat, wind, rain, snow, ice or fog), loss at sea, earthquake, volcano, natural disaster, accident, collapse of building structures, failure of machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), and shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation.
12.5 Entire Agreement: This User Agreement (and our Community Rules and our Privacy & Cookies Policy and any other document referred to in this User Agreement and any other terms and conditions specifically agreed between you and us in writing) contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior User Agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this User Agreement except as expressly stated in this User Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this User Agreement (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform this User Agreement) and that party’s only remedies shall be for breach of contract as provided in this User Agreement. However, the Website is provided to you under our operating rules, policies, and procedures as published from time to time on the Website.
12.6 No waiver: Unless a party expressly states in writing that it is waiving a particular power, right or remedy in a particular stated instance, no failure or delay or omission by either party in exercising any power, right or remedy under this User Agreement or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish that party's other powers, rights or remedies under this User Agreement or at law.
12.7 Severability: If any provision of this User Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this User Agreement shall not be affected.
12.8 Notices: Unless otherwise stated within this User Agreement, notices to be given to either party shall be in writing and shall be delivered by hand or prepaid overnight courier mail or by fax, which shall be sent to you at the address supplied to us or the Website or to us at our address as specified on the Website. Notices shall be deemed received when delivered (and in the case of fax, this shall be upon receipt of an answerback message to the sender's machine).
12.9 No third-party rights: Unless expressly provided in this User Agreement, no term of this User Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
12.10 Survival: The provisions of Clauses 1, 2, 6, 8, 9, 10, 11 and 12, and the disclaimers in this User Agreement relating to use of the Website or to third parties, together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of this User Agreement.
12.11 Governing law: This User Agreement (and all non-contractual relationships arising out of or connected to it) shall be governed by and construed in accordance with English law. You submit to the exclusive jurisdiction of the English courts to settle any dispute or claim which may arise under, or in respect of, this User Agreement, except where you are a consumer, and, by law, such dispute or claim must be brought in the jurisdiction in which you are domiciled, or where the relevant law contains mandatory provisions that override such exclusive jurisdiction.
Version 010: September 2019