Authorised Users: the employees of the Client who are employed by the Client during the Subscription Term, and who are authorised by the Client to use the Service.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client: the person or entity purchasing the Service from Diligencia.
Client Data: the data inputted by the Client, Authorised Users, or Diligencia on the Client's behalf for the purpose of using the Service or facilitating the Client's use of the Service.
Organisation Update Credits: the Organisation Update Credits (or Updates) which are purchased by the Client during the Subscription Term pursuant to clause 8.2(a), which entitle Authorised Users to conduct “Organisation Update” requests via the Service in accordance with this agreement.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.4.
Update and View Fees: the fees payable by the Client to Diligencia for the Updates and Views.
Updates and Views: the Organisation Update credits (Updates) and View credits (Views) which are purchased by the Client during the Subscription Term pursuant to clause 8.1, which entitle Authorised Users to conduct searches via the Service in accordance with this agreement.
Diligencia: Diligencia Consulting Limited incorporated and registered in England and Wales with company number 06538268 whose registered office is at Summertown Pavilion, 18-24 Middle Way, Summertown, Oxford OX2 7LG, United Kingdom.
Effective Date: the date of this agreement.
Initial Subscription Term: a year.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Personal Data: any information relating to an identifiable natural person.
Renewal Period: the period described in clause 13.1.
Service: the subscription service provided by Diligencia to the Client under this agreement via www.clarifiedby.com or any other website notified to the Client by Diligencia from time to time.
Software: the online software applications provided by Diligencia as part of the Service.
Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Service Policy: Diligencia's policy for providing support in relation to the Service as made available at www.clarifiedby.com or such other website address as may be notified to the Client from time to time.
Views: the View credits which are purchased by the Client during the Subscription Term underwhich entitle Authorised Users to conduct “Organisation View” searches via the Service in accordance with this agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
Diligencia grants to the Client a non-exclusive, non-transferable right to permit the Authorised Users to use the Service during the Subscription Term solely for the Client's internal business operations (which, for the avoidance of any doubt, shall include the Client incorporating data obtained from use of the Service within the reports it prepares for its own end users).
and in the event of any breach of this clause 2.3, the Client’s right to use the Service will cease immediately and without further notice.
in order to provide the Service;
Diligencia shall have no liability to the Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Diligencia or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
This agreement shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.