Terms & Conditions
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this Clause apply in this agreement.
“Business Hours” means 9am to 5pm, Monday to Friday, on a day that is not a public holiday; “Confidential Information” means any confidential information concerning the business or affairs of the other party, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers; “Customer” means any individual, company or organisation subscribing or using the service; “Data Protection Law” all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); “Force Majeure Event” means any circumstance not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or
any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident and any labour or trade dispute, strikes, industrial action or lockouts and in the case of Supplier where the Financial Conduct Authority fails to provide the Supplier with a weekly update of the Register within 3 days of the end of the relevant week; “Liabilities” means all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and reasonable legal and other professional costs; “Services” means the services to be provided by the Supplier under this agreement as set out in Clause 2; “Subsidiary” shall have the meaning given to it in Section 1159 of the Companies Act.
“Supplier” means Watchdog Services Ltd “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
1.2 Clause headings shall not affect the interpretation of this agreement. 1.3 Where the words ‘include(s)’, ‘including’ or ‘in particular’ are used in this agreement, they are deemed to have the words ‘without limitation’ following them.
2. SERVICES
2.1 The Supplier will allow the Customer or its Subsidiaries to upload a watchlist of firms and individuals to its servers and will match them to the Financial Conduct Authority’s Register (the “Register”) via the FCA’s API and to companies’ house data via the companies’ house API and will present the results on screen and via a download
2.2 Any changes to the methods required to deliver the service described in 2.1 will be notified by the Supplier to the Customer within seven days
3. CONFIDENTIALITY
Each party undertakes that it shall not at any time disclose to any person any Confidential Information disclosed to it by the other party except as required to perform its obligations under this agreement, or as required by law.
4. COMMENCEMENT AND TERM
This agreement will take effect from the date the Customer made payment for the services until the expiry date specified by the Customer when making the order (the “Term”).
5. PAYMENT
In consideration of the Services provided by the Supplier, the Customer shall pay the Supplier in accordance with the fees as set out on the Watchdog website.
6. FORCE MAJEURE
6.1 The Supplier shall have no liability or responsibility for failure to fulfil its obligations under this agreement to the extent that the fulfilment of such obligations is prevented or delayed as a consequence of a Force Majeure Event.
6.2 If the Supplier claims the benefit of this provision it shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event:
(a) notify the Customer of the nature and extent of such Force Majeure Event; and
(b) use all reasonable endeavours to remove any such causes and resumeperformance under this agreement as soon as feasible.
7. ASSIGNMENT
7.1 Neither party shall, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement, save that the Supplier may assign all or part of its rights and obligations under this agreement on three months’ written notice to the Customer to any person to which it transfers its business, provided that the assignee undertakes in writing to the Customer to be bound by the Supplier's obligations under this agreement.
7.2 Each party that has rights under this agreement is acting on its own behalf and not for
the benefit of another person.
8. NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
SEVERANCE
9.1 If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the agreement, and the validity and enforceability of the other provisions of the agreement shall not be affected.
9.2 If a provision of this agreement (or part of any provision) is found illegal, invalid or
unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and nforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
10. VARIATION AND WAIVER
10.1 Any variation of this agreement shall be in writing and signed by or on behalf of the parties.
10.2 Any waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
10.3 No failure to exercise or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.
10.4 No single or partial exercise of any right or remedy under this agreement shall prevent or restrict the further exercise of that or any other right or remedy.
11. NOTICES
11.1 A notice given to a party under this agreement shall be in writing and shall be sent by email.
11.2 The addresses for service of a notice are as follows:
(a) Supplier: info@watchdogservices.co.uk
(b) Customer: the email address as supplied by the customer on account set up
12. LIMITATION OF LIABILITY
12.1 Notwithstanding any other provision of this agreement and, in particular, the limitations in Clauses 12.2 and 12.3, nothing in this agreement shall exclude or limit either party's liability under or in connection with this agreement for:
12.1.1 fraud or fraudulent misrepresentation;
12.1.2 death or personal injury resulting from the negligence of that party;
12.1.3 for any other matter in respect of which liability cannot by applicable law be limited or excluded;
12.1.4 breach of its obligations of confidentiality under Clause 3;
12.2 Neither party shall be liable to the other party or its Affiliates for Losses that are not reasonably foreseeable or for consequential or indirect Losses, in each case, of any kind whatsoever suffered or incurred by the other party or any of its Affiliates whether in contract, negligence or any other tort, under statute or otherwise that arise under, or in connection with, this agreement.
12.3 Subject to Clauses 12.1 and 12.2, each party's aggregate liability to the other in respect of all Liabilities arising out of, or in connection with, this agreement (including as a result of breach of contract, negligence or any other tort, under statute or otherwise) shall not exceed one hundred percent (100%) of the total Fees paid or payable under this agreement.
13. DATA RECALL
The customer agrees to delete all copies of data provided by the supplier from its systems in the event of a data recall ordered by the FCA.
14. ENTIRE AGREEMENT
This agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement.
15. DATA PROTECTION
Both parties will comply with all applicable requirements of the Data Protection Law. This clause is in addition to, and does not relieve, remove, or replace, a party’s obligation or rights under Data Protection Law.
The Supplier will adhere to all provisions of the Modern Slavery Act 2015. The Supplier turnover is not required to produce a statement under the terms of the Act.
16. MODERN SLAVERY ACT 2015
The Supplier, and anyone engaged by the Supplier will not offer, promise, give, request, agree to receive or accept a bribe or do anything to circumvent controls in place to deter, prevent or detect bribery.
17. BRIBERY ACT 2010
The Supplier’s colleagues will be made aware of the routes available for them to report suspected wrongdoing within the supplier’s organisation or sub-contractors. Speak Up concerns will be dealt with confidentially and workers must be offered protection in respect of the information provided in a Speak Up report wherever possible and in ccordance with the law.
18. SPEAK UP POLICY
A person who is not a party to this agreement shall not have any rights under or in connection with it.
19. RIGHTS OF THIRD PARTIES
This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement.
20. COUNTERPARTS
21.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). This agreement has been entered into on the date stated at the beginning of it.