Before using this software, please read carefully the terms and conditions of this Licence. By using this software you are becoming the licensee to this Licence, and are consenting to be bound by its terms. If you do not agree to all of the terms of this licence, cease using this software and contact carweb or the person who supplied this Software to you.

1. GRANT OF LICENCE

When you (The Customer) "click" the "Accept" button, "we" (Carweb Limited, Co No 06234516 registered in England & Wales) grant you a non-exclusive, non-transferable Licence for the accompanying software product, including (if applicable) electronic documentation and associated material (the "Software") and the "Data" (All information supplied by Carweb and its associated companies) accessible by utilising this Software.

2. SCOPE OF LICENCE

2.1 This Licence entitles you to:

2.1.1 load, install and Use the Software contained in this package onto a single computer that is under your control; and

2.1.2 use the Software and the Data to which it gives access in accordance with the provisions of clauses 3 and 4 of this Licence.

3. USE OF THE SOFTWARE

For the purposes of this Licence "Use"; shall mean and include:

3.1 utilization of the Software by copying, transmitting or loading the same into the temporary memory (RAM) or installing into the permanent memory (e.g. hard disk, CD ROM or other storage device) of the Computer or System for the processing of the System instructions or statements contained in such Software;

3.2 copying the Software which is in machine-readable form for Use by you on the Computer or System for the purposes only of understanding the contents of such machine-readable material and for back-up provided that no more than two (2) copies will be in existence under any Licence at any one time without prior written consent from us or as otherwise permitted by the applicable law;

3.3 storing the whole or any part of the Software on the System or other storage unit or disk;

3.4 utilizing (but not copying) the instructional and/or operational manuals relating to the Software.

4. USE OF THE DATA

4.1 You shall use the Data only for the Permitted Use as specified in section 5
4.2 You shall only permit your employees or other authorised personnel to access the Data using the Software
4.3 You shall:
4.3.1 Ensure that each employee or other authorized person accessing the Service via the Software Application under Clause 3 complies with the restrictions on how the Data may be used as set out in this Agreement.
4.4 You agree:
4.4.1 Not to use any computerised or automated tool or application to search, index, test or otherwise obtain data from Carweb, other than by utilizing the Software Application supplied by Carweb under this Agreement.
4.4.2 Not to systematically download Data or store Data in a way that allows for later "offline" retrieval without accessing Carweb's systems.
4.4.3 Not to create any copy of the Data accessed via the Software in whole or in part stored on Carweb's systems.
4.4.4 Not to use the Data to provide credit reference services or moveable asset enquiry services to any other person; and
4.4.5 Not to permit any other person to do any of the above.
4.5 You agree to assist Carweb in correcting or preventing any unauthorised use of the Data, and acknowledge that Carweb may from time to time implement tools or other controls on the Service(s) to regulate or restrict unauthorised use (including without limitation any use of computerised or automated applications that used to search, index, test or obtain information from the Service).
4.6 You shall promptly notify Carweb of any infringements of copyright or data right in the Service or any unauthorised use of which you become aware. You shall cooperate fully with Carweb in investigating any such unauthorised uses and take reasonable steps to prevent a reoccurrence.
4.7 You shall:
4.7.1 Comply with all applicable legislation in relation to its use of the Data, including without limitation the Consumer Credit Act 1974 and the Data Protection Act 1998 (or any modification or re-enactment of such legislation);
4.7.2 Ensure that it has all the necessary registrations and licenses for its use of the Data;
4.7.3 Indemnify Carweb against any loss, cost or expense it shall incur due to the Customer's breach of this clause 4.7.

5. Permitted Use

5.1 You shall only use the Data in connection with your commercial business purpose including without limitation the description of your business provided by you to Carweb at the commencement of the service. If your business purpose changes it is your responsibility to advise Carweb immediately and to ensure that the revised business purpose is acceptable to Carweb under the terms of Carweb's license with its Data providers.
5.2 In the event of you using the Data for purposes not specifically agreed with Carweb, Carweb has the right to terminate the contract as set out in section 11 - Termination.

6. Data Security

6.1 You acknowledge that the Data is of a sensitive and confidential nature and includes Crown Copyright data reproduced under license from the controller of HMSO and the Vehicle Inspectorate, and accordingly that a high level of security and confidentiality is necessary in relation to the Data.
6.2 Without limitation to the following provisions of this Clause 6, you agree to comply with any and all reasonable requirements notified to it by Carweb from time to time for the purposes of maintaining security of the Data.
6.3 You shall maintain appropriate technical and organisational security measures and procedures to prevent unauthorised access to the Data by any person.
6.4 You shall inform Carweb immediately upon the Customer becoming aware of:
6.4.1 Any unauthorised access to the Data;
6.4.2 or the loss or theft of any equipment which you (or any User) use to access the Services.

7. Records and Auditing

7.1 You shall:
7.1.1 Permit Carweb (or its duly authorised agents or representatives) access to your records of the use of the Data for the purposes of inspection and audit, including the right to take copies of or extracts from the same.
7.1.2 You agree that Carweb may from time to time pass on copies of records referred to under clause 7.1 along with details of the Fees payable by you and any other information relating to you or Services, to any licensor of the Data accessed by the you.
7.1.3 Carweb audits will usually be by prior appointment, although Carweb retains the right to carry out un-notified inspections in exceptional circumstances such as, but not limited to:
7.1.3.1 Allegations of misuse by the person whose records has been accessed.
7.1.3.2 Serious concerns identified or advised.
7.1.3.3 Referral of serious concern from another organisation (including, but without limitation, the Information Commissioner, the DVLA or the Police).
7.1.4 You will not deny Carweb audit access nor require unreasonable period of notice prior to allowing access.
7.1.5 You will respond as required to the findings and recommendations of any Carweb audit and will provide updates as required by Carweb on the implementation of any required actions.
7.1.6 If the Audit process identifies abuse of the services or non-adherence to the terms of this Agreement, Carweb reserves its rights generally in relation to what action it may take which shall include (but without limitation) the ability to terminate the Agreement and/or prevent further access to the Data.

8. LIABILITY

8.1 Warranties and liabilities applying to the Software
8.1.1 You acknowledge that software in general is not error-free and agree that the existence of such errors shall not constitute a breach of this Licence.
8.1.2 Although we do not warrant that the Software supplied under this Licence shall be free from all known viruses, we have used commercially reasonable efforts to check for the most commonly known viruses prior to packaging. However, you are solely responsible for virus scanning the Software.
8.1.3 As between us and you, this Software is provided "as is", and we disclaim (solely to the extent permitted by law) all express, implied and statutory warranties, conditions and terms including, without limitation, those regarding the security, reliability, timeliness, and performance of this Software.
8.2 Warranties and liabilities applying to the Data
8.2.1 Although every care has been taken to ensure that all the Carweb data is accurate and complete, no liability other than that which may not be excluded by law, can be accepted for damage, loss or injury caused by errors or omissions in the data.
Carweb warrants that it shall exercise reasonable care and skill in the provision of the Data.
8.2.2 You warrant that:
8.2.2.1 You have assessed for yourself the suitability of the Data and delivery methods for your business requirements; and
8.2.2.2 The nature of the information accessed via Carweb is suitable for its business requirements.
8.2.3 It is acknowledged that:
8.2.3.1 The use of the Data is at your sole risk. The Data is provided on an "As Is" and "As Available" basis;
8.2.3.2 The content and the accuracy of the Data is outside of the control of Carweb; and
8.2.3.3 The nature of the information in the Database is such that it is not appropriate for you or any other person to make commercial decisions based solely on that information, and accordingly Carweb does not warrant that the Data will:
8.2.3.3.1 Meet the your requirements; or
8.2.3.3.2 Be free from errors or omissions.
8.3 Warranties and liabilities applying to the Software and the Data
8.3.1 Nothing in this Licence shall limit our liability to you for:
8.3.1.1 personal injury or death caused by our negligence; or
8.3.1.2 fraudulent misrepresentation.
8.4 Subject to clause 8.3, we shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise):
8.4.1 loss of revenue, loss of actual or anticipated profits (including for loss of profits on contracts), loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data; or
8.4.2 any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, whether or not such loss or damage is of a type specified in clause 8.4 above)
whether arising out of, in connection with or in relation to the Software or the supply or non-supply of the Software or otherwise under this Licence.
8.5 Subject to clauses 8.3 and 8.4 above, our total liability in contract, tort (including, without limitation, negligence) or otherwise whether arising out of, in connection with or in relation to the Software or the supply or non-supply of Software or otherwise under this Licence shall be limited to greater of (i) the licence fee paid or payable for the Software and (ii) the sum of £50.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 You acknowledge that any and all of the copyright, trade-marks, trade names, patents and other intellectual property rights subsisting in or used or in connection with the Software and the Data including all documentation and manuals relating to the Software and Data are and remain our sole property. You shall not during or at any time after the expiry or termination of this Licence in any way question or dispute our ownership of any of that material.
9.2 We warrant that the Software does not infringe any patent, trade-mark, industrial design, copyright or other proprietary right of any third party.
9.3 In the event that any such infringement occurs or may occur, we may at our sole option and expense:

9.3.1 procure for you the right to continue using the Software; or

9.3.2 modify or amend the Software so that it becomes non-infringing; or

9.3.3 replace the Software by other Software of similar capability.

10. FORCE MAJEURE

We shall be under no liability to you in respect of anything which, apart from this provision, may constitute breach of this Licence arising by reason of circumstances beyond our reasonable control.

11. TERMINATION

11.1 In addition to provisions for termination otherwise provided in this Licence by notice in writing to you terminate this Licence if you are in breach of any term, condition or provision of this Licence and fail to remedy such breach (if capable of remedy) within 7 days of having received written notice from us specifying that breach.

11.2 Termination (at any time for any reason) shall not affect any rights and remedies we may have under this Licence or under the applicable law.

11.3 You may terminate this licence by providing 12 months notice to Carweb, in writing, to the address set out in clause 13.4 of this contract.

12. GENERAL

12.1 You shall not assign or otherwise transfer all or any part of the Software or this Licence without our prior written consent.

12.2 Failure or neglect by either party to enforce at any time any of the provisions of this Licence shall not be construed nor shall be deemed to be a waiver of that party's rights under this Licence nor in any way affect the validity of the whole or any part of this Licence nor prejudice that party's rights to take subsequent action.

12.3 The headings in this Licence are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Licence.

12.4 If any of the provisions of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions of this Licence which shall continue to be valid to the fullest extent permitted by law.

12.5 This Licence shall be construed in accordance with English Law, and the parties submit to the exclusive jurisdiction of the English Courts.
12.6 Carweb reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) without prior notice. You agree that Carweb shall not be liable to you or any third party for any modification, suspension or discontinuance of the service.

13. NOTICES

13.1 Any notice or other communication given under this Agreement shall be in writing and shall be served by one of the following methods:

13.1.1 Delivering it personally;
13.1.2 Sending it by registered first class post;
13.1.3 By fax; or
Subject to clause 13.5, by email to the address and for the attention of the relevant party as specified in clause 13.4 or as otherwise notified by that party to the other party from time to time.

13.2 Subject to clause 13.3, any such notice or other communication shall be deemed to have been received:

13.2.1 If delivered personally, at the time of delivery;
13.2.2 In the case of registered first class post, 48 hours from the time of posting;
13.2.3 In the case of fax, at the time of transmission; and
13.2.4 In the case of email, twelve hours after sending.

13.3 If deemed receipt under clause 13.2 occurs other than between the hours of 9am and 5pm (at the recipient's local time) on a Business Day, and then the notice shall be deemed to be received at 9am on the next Business Day.
13.4 The contact details for each party pursuant to clause 13.1 are as follows:
Carweb limited
10 Kings Hill Avenue,
Kings Hill
West Malling
Kent
ME19 4AR
Fax: 0333 370 4666
Marked for the attention of the Managing Director
Customer: As provided by you at the inception of the contract or subsequently amended in writing to Carweb.
13.5 Any notice or other communication given under any clause that expressly excludes service of such notice by email (including without limitation clause 11) shall not be validly served if sent by email.


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