TERMS OF WEBSITE USE
THESE ARE OUR STANDARD TERMS OF WEBSITE USE ON WHICH WE INTEND TO RELY. FOR YOUR OWN BENEFIT AND PROTECTION YOU SHOULD READ THESE TERMS CAREFULLY BEFORE AGREEING TO THEM. IF YOU DO NOT UNDERSTAND ANY POINT PLEASE ASK FOR FURTHER INFORMATION.
PLEASE CLICK USE OUR WEBSITE TO INDICATE YOUR ACCEPTANCE OF THESE TERMS, INCLUDING BUT NOT LIMITED TO THE EXCLUSIONS AND LIMITATIONS OF LIABILITY.
IF YOU DO NOT ACCEPT THESE TERMS, YOU WILL NOT BE AUTHORISED OR PERMITTED TO ACCESS OR USE THIS WEBSITE OR THE ASSOCIATED SERVICES.
Any changes that we may make to these Terms will be posted on this page as amended terms and, in the event of any change, where you are an individual who is an Authorised User, you will be asked to accept the amended Terms by clicking on the button marked “accept” or by using this website. If you refuse to accept amended Terms, you will not be authorised to continue to use this Website.
This website www.debtexplained.com (our “Website”) is the website of Debt Explained Limited (“DXP”, “our”, “us” or “we”).
1. Acceptance of Terms
You are permitted to use this Website and/or the Services solely on the basis of these Terms (unless otherwise agreed with us). In these Terms “you” and “your” means each natural or legal person who uses this Website or the Services.
2. Information about us
2.1 This Website and the Services are operated and managed by Debt Explained Limited. Debt Explained Limited is a private limited liability company registered in England and Wales with company number 06151756 and registered office at Lake House, Market Hill, Royston, Hertfordshire, SG8 9JN. You may also email us at: firstname.lastname@example.org. Our VAT number is 919948269 .
3. Accessing this Website
3.1 This Website is made available only to those expressly authorised by us to use this Website (“Authorised Users”). By using this Website, you represent and warrant to us that you are an Authorised User.
3.2 You are responsible for making all arrangements necessary for you to have access to the Website including obtaining the consents and approvals necessary for you to become an Authorised User.
3.3 In order to gain access to this Website you must provide us with certain personal information. You should ensure that all information that you provide to us is accurate, complete and up to date. You should promptly update the information that you provide, when changes occur. You can access and update the information you provided us with by sending us an email.
3.5 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of this Website’s security procedures, you agree to treat such information as confidential, keep it secure and not disclose it to any other person or entity other than ourselves.
3.6 You must keep your account details (including login and password) confidential. You must inform us immediately if you have any reason to believe that your password has become known to anyone else other than ourselves, or if the password is being, or is likely to be, used in an unauthorised manner.
3.7 Access to this Website is permitted on a temporary basis, and we reserve the right at any time without notice to terminate, withdraw, modify or discontinue the service we provide on, or your access to or use of, this Website and/or the Services. In particular, we reserve the right to suspend or terminate your access to this Website (or portions of it) without notice if at any time we believe you are using this Website or the Services in any way that is contrary to these Terms or the continued provision of this Website or the Services or that may expose us to any liability.
3.8 We will not be liable if for any reason this Website or any part of it is unavailable at any time or for any period.
3.9 From time to time we may restrict access to all or part of this Website. We have the right, at any time without notice, to disable any user identification code, login or password, whether chosen by you or allocated by us if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. We may also restrict access to certain parts of this Website which contain particular information to be subject to additional provision regarding confidentiality until such time as you have agreed keep such information confidential in accordance with those additional provisions.
3.10 When using this Website, you must comply with our Acceptable Use Policy, details of which are set out in clause 4 below.
3.11 You are responsible for obtaining access to the Internet and making all arrangements necessary for you to have access to this Website and take advantage of the Services and you or (where you are an individual and you are accessing this Website from your place of work through your work systems) your employer are responsible for paying any service fees, telephone charges or other costs associated with such access. Without limitation, this obligation includes configuring your information technology systems, computer programs and platform in order to access the Website and its Services.
3.12 If you choose to access this Website from a location outside of the UK, you are responsible for compliance with local laws relating to such access, including the viewing or using of the content of the Website, if and to the extent local laws are applicable. If you access this Website anywhere other than in the UK, you will warrant that it is legal for you to view this Website in that jurisdiction and that the Terms and your use of the Website and/or the Services comply with all applicable local laws.
4. Acceptable Use Policy
4.1 You may use this Website and the Services only for lawful purposes and, subject to this clause 4, you may only:
4.1.1 access this Website to use the Subscription Services specified in an agreed Order Form;
4.1.2 search and view Reports for your personal reference; and
4.1.3 copy or print off a reasonable number of copies of Reports or download extracts of Reports as and if permitted from time to time, for your personal reference.
4.1.4 download or export data (being “Excel download data” which shall include all information, data and analysis created using (in whole or part) or derived from such data from (as the case may be) the “Market Maker” and “RLT” data bases to be found on the Website) as and if permitted from time to time for your personal reference. The owner of Excel download data is Debt Explained and you acknowledge that Debt Explained retains ownership of Excel download data no matter in what form (electronic or otherwise) it may be constituted and including (without limitation) information or analysis created using Excel download data.
4.1.5 Subscriber agrees not to make available to any third party Excel download data.
4.1.6 Users on Trial are subject to further restrictions.
4.2 You may not use this Website or the Services:
4.2.1 in any way that breaches any applicable local, national or international law or regulation;
4.2.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
4.2.3 for the purpose of harming or attempting to harm minors in any way;
4.2.4 in any way to send unsolicited (commercial or otherwise) e-mail (“Spam”) or any material for marketing or publicity purposes, or any similar abuse of either;
4.2.5 to send, knowingly receive, upload, download, publish, post, distribute, disseminate or otherwise transmit, use or re-use any material or information which has not been authorised by us or which is inaccurate, illegal, defamatory, offensive, infringing, obscene, indecent, unsolicited, unauthorised or otherwise unlawful or objectionable or which may expose you or us to legal action or reputational damage, or procure any of the foregoing;
4.2.6 to threaten, harass, stalk, abuse, disrupt, or otherwise violate the rights (including rights of privacy and publicity) of, others; or
4.2.7 to send or upload any material or knowingly transmit any data that is corrupt or contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
4.3 You also agree not to:
4.3.1 reproduce, duplicate, copy, re-sell, modify, disclose, distribute or otherwise use any part of this Website, the content provided through it, the Reports or Services in contravention of the provisions of these Terms and except as expressly provided by these Terms;
4.3.2 download or copy information or use any part of the materials or content on or provided through this Website for personal commercial gain or for the benefit of a third party supplier of similar services, or sell or trade in any of the content or other material copied or downloaded from this Website;
4.3.3 obtain or attempt to obtain unauthorised access to (by whatever means) or interfere with, damage or disrupt: any part of this Website or the Services; any other services or computer systems, equipment or software used in the provision of this Website; any areas of our, or any of our partners’ networks which are identified as restricted, or intentionally or recklessly do anything which may interrupt or impair their functionality;
4.3.4 modify, access or make available data stored on a computer or device which you have accessed through our network, when either: the owner of the data, computer or device has taken steps to prevent you from doing this; or the owner has expressed a wish that you do not do this;
4.3.5 make available or upload files that contain software or other material, data or information not owned by or licensed to you so as to permit you to do so; or collect information about others (e.g. names/addresses) without their prior consent;
4.3.6 create, check, confirm, update, modify or amend another person’s details, records or databases or impersonate another person or use a false name or a name you are unauthorised to use or create a false identity or e-mail address or try to mislead us or others as to the identity or origin of any communications or to provide inaccurate or unreliable contact details;
4.3.7 use data mining, robots or similar data gathering and extraction tools;
4.3.8 falsify the true ownership of software or other material or information contained in a file made available via this Website or the Services; or
4.3.9 assign or transfer any rights or obligations under these Terms.
4.4 Whenever you are asked to provide information in connection with the Website or the related Services, you agree to provide true, accurate, current and complete details. It may not be possible to provide you with the Services if you do not provide the minimum mandatory information required. You do not have to provide us with any optional information requested. Please notify us immediately of any changes in the mandatory information.
4.5 We will determine, in our discretion and acting reasonably, whether there has been a breach of this Acceptable Use Policy through your use of this Website. When a breach of this policy has occurred, we may take such action as we reasonably deem appropriate.
4.6 Failure to comply with all or part of this Acceptable Use Policy constitutes a material breach of these Terms and may result in our immediate, temporary or permanent withdrawal of your right (if any) to use this Website and/or the Services or any posting or material uploaded by you to this Website, our taking legal action against you and/or disclosure of such information to law enforcement authorities as we believe is necessary. The responses described are not limited, and we may take any other action we reasonably deem appropriate.
5. Intellectual property rights
5.1 We are the owner or licensee of all copyright and other intellectual property rights in this Website (which includes, without limitation, any software available or accessed through it and any HTML source code), the Reports, the Services and any other material (including, without limitation, all graphics, text, images, sounds, video and other media, information, commentary, data (including Excel download data), tools, methodologies or content published or available on it) (“Other Materials”). These works are protected by copyright laws and treaties around the world. All such rights are reserved.
5.2 Except as expressly provided for in these Terms or permitted by law:
5.2.1 these Terms do not grant you any right, title or interest to or in copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered) or any other rights or licenses in respect of this Website, the Reports, the Services or any Other Materials.
5.2.2 neither this Website, nor the Reports, Services or any Other Materials may be used, transmitted, copied, reproduced, distributed, republished, downloaded (except for page caching as required to view this Website on the Internet in accordance with these Terms), modified, displayed, posted, adapted or decompiled in any form or by any means.
5.3 Except as is permitted by these Terms, you must not use any part of the Reports, the Services and/or Other Materials on or available through this Website for any commercial purpose, or otherwise, without first obtaining an express licence to do so from us or our licensors in writing.
5.4 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
5.5 Our status (and that of any identified contributors) as the authors of the Reports, the Services and Other Material on this Website must always be acknowledged.
5.6 If you print off, copy or download any part of this Website, the Reports and/or Other Materials in breach of these Terms or otherwise breach these Terms, your right to use this Website will cease immediately and you must destroy any copies of the Reports and Other Materials you have made.
6. Trademarks, service marks and trading names
6.1 All page headers, all graphics, all button icons, all trademarks, service marks, get-up and logos appearing on this Website (unless otherwise noted) belong to us or their respective owners and you agree not to display or use (or misuse) the same in any manner or display or use (or misuse) product names, company names, or logos without our or the respective owner’s prior written permission.
7. Reliance on information posted
7.1 The information contained in Reports and Other Materials posted on this Website (including, without limitation, whether relating to us, or our products or services or those of any other person, company or entity or otherwise):
7.1.1 is not intended to amount to advice on which reliance should be placed and should not be relied upon as, or as a substitute for, formal legal, financial and/or investment advice or in connection with any investment decision; and
7.1.2 is provided “as is” without warranty of any kind, either express or implied and all other warranties whether express or implied (including in statute) are expressly disclaimed to the extent permitted at law.
For the avoidance of doubt, this Website does not supply legal services, Debt Explained Limited is not a law firm and no Report or any part of the Services constitutes legal advice.
7.2 You should not assume that the information contained in any Reports and/or Other Materials is complete, up-to-date, error-free or suitable for the purpose you wish to put it to. Neither we nor our third party content providers (if any) assume any responsibility for errors, omissions, inaccuracies or delays.
7.3 While we aim and use reasonable endeavours to ensure that the information contained in our Reports and Other Materials is accurate and reliable, we are not under any obligation to ensure this and are not responsible where the Reports and/or Other Materials are inaccurate or incomplete. We reserve the right to correct or otherwise change the information and do not guarantee the accuracy of or endorse the information or data provided by any third party content provider.
7.4 You should always check the suitability, adequacy and appropriateness of the information or product that is of interest to you. Such checks should always include, but should not be limited to, verifying the information provided by the issuer with the relevant third party to which the Reports and Other Materials relate and seeking appropriate professional advice in relation to any transaction, investment, trade or legal decisions.
7.5 If you do make a decision or decide to refrain from making a decision (including buying, selling or requesting a change in relation to any product) based upon the information contained in any Reports and/or Other Materials, it is your sole decision and is taken entirely at your own risk.
7.6 You agree that the information contained in Reports and/or Other Materials is not, and shall not be deemed to constitute:
7.6.1 an invitation to invest in insurances, shares or other securities, or any other products or services, or otherwise to deal in these;
7.6.2 a recommendation or endorsement or arrangement by us in respect of insurances, shares or other securities, or any other products or services;
7.6.3 an offer by us to sell you any product or to enter into any contract with you in our capacity as provider of this Website or the Services; or
7.6.4 an offer to enter into any contract with any other person, company or entity.
7.7 You agree that neither we nor our employees, consultants, contractors or agents, shall be responsible or liable for any loss or damage (whether direct, indirect, contingent, special, consequential or otherwise) however arising, from the use of, or reliance on, the Services and/or information contained in any Reports and/or Other Materials.
7.8 Any reference to any product or service, including the Services, which have been or may be provided by us or any other person, company or entity, does not amount to a promise under these Terms that such product or service will be available at any time.
7.9 Where the Website (including Reports and Other Materials) points to other internet sites that may be of interest to you, we do not endorse or take responsibility for the content on such other sites.
7.10 Red Reports/Red Data
Without prejudice to the foregoing:
7.10.1 From time to time we may provide access to (i) reports (“Red Reports”) or data (“Red Data”) to Authorised Users on or drawn from preliminary offering memoranda (“Reds”) issued to prospective investors prior to the formal issuance of the various debt instruments referred to therein and (ii) certain documentation (“CD”) which may have been available by way of limited circulation to selected parties and which may be subject to certain additional provisions with respect to confidentiality.
7.10.2 Red Reports, Red Data and CDs will be available (inter alia) via a “click thru” link. By clicking on that link and/or by accessing the relevant document and/or Red Report and/or Red Data, you agree, and will be deemed to have represented to us, that you are authorised to review the related Red Report and/or Red Data and/or CD (as the case may be) and that you are (if applicable) a “sophisticated investor” (or similar expression for any relevant legislation), that you will keep all information confidential, comply with any additional provisions and agree to indemnify us for any loss or damage (other than arising from our wilful default or negligence) suffered by us arising out of your breaching these terms.
7.10.3 Red Reports and Red Data will refer to the contents of the related Red which may be subject to changes of which we may not be aware. Without prejudice to any other provision in these Terms, for the avoidance of doubt, while we seek to provide accurate information we are under no duty to you to inform you (or any other person) of any changes which may be made to the terms of the offering described in the relevant Red and/or Red Report and/or Red Data whether or not we are aware of them nor are we under any duty to enquire as to whether any such changes may have been made or to update a Red Report and/or Red Data where a change has been made.
8. This Website changes regularly
8.1 We aim to update this Website regularly, and may delete, suspend, revise or otherwise change the content and/or services it provides (or any part thereof) at any time in our sole discretion without having to notify you of any change. We may suspend access to this Website, or close it indefinitely. We do not monitor every item of information on this Website.
8.2 Without prejudice to any other provision in these Terms, we may at our sole discretion (but acting reasonably) terminate your access to some or all of this Website or the Services provided by it with or without notice where it is reasonable in the circumstances to do so.
9. Our liability
9.1 Please read the provisions of this clause carefully as they exclude or limit our liability for any losses suffered by you in connection with your use of this Website.
(a) death or personal injury arising from our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be excluded or limited under any applicable law.
9.3 Except to the extent otherwise expressly set out in these Terms, or as set out in clause 9.2 above, we, the other members of our group, our group’s officers and employees and all third parties engaged by us, hereby expressly exclude liability for any losses or damage (whether direct, indirect, contingent, special, consequential or otherwise) however caused and/or incurred by you in connection with this Website and/or the Services, including, without limitation, in connection with the use, inability to use, or results of the use of this Website and/or the Services, any websites linked to it, any Reports, Other Materials or other information posted on or available through it, whether they are directly associated with the incident that causes you to claim or not. The foregoing exclusion includes, without limitation, any liability for:
9.3.1 loss of income or revenue;
9.3.2 loss of profits or contracts;
9.3.3 loss of anticipated savings;
9.3.4 loss of business;
9.3.5 loss of data;
9.3.6 delays or failures you may experience in initialising, conducting or completing any transmission in connection with this Website;
9.3.7 third party materials made available through this site; and
9.3.8 actions taken in response to breaches of our Acceptable Use Policy.
9.4 This Website and its Services are provided “as is” without warranty of any kind, either express or implied and all other warranties whether express or implied (including in statute) are expressly disclaimed to the extent permitted at law.
9.5 While certain precautions have been taken to detect computer viruses and ensure security, we cannot guarantee that this Website and the Services are virus-free and secure. We shall not be liable for any loss or damage which occurs as a result of any virus or breach of security, including without limitation any distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website and/or the Services or to your downloading of any material posted on it, or on any website linked to it. You shall therefore be responsible for protecting your computer systems from exposure to viruses by the use of anti-virus software, firewalls and any other technical measures necessary. We give no warranties as to the compatibility of this Website or the Services with your computer systems, software and/or hardware.
9.6 This Website may contain links to other websites or resources. We are not responsible for the availability of such external sites or resources, and we shall not be responsible or liable, directly or indirectly, for the content of such websites (including without limitation the privacy policies, any advertising, contents, products, goods or other materials or services on or available from such websites), the use others make of these websites or resources, or from damage, loss or offence caused by or in connection with the use of or reliance of any materials, products or services available on such websites or resources.
9.7 Where you are an individual, we do not charge you a separate fee for access to and use of this Website or the Services. On this basis, our total liability for any losses suffered by you will be limited to £100.
10. Your obligations if you breach the agreement
10.1 You will be responsible for any losses and expenses that we suffer which are the result of you being negligent, acting fraudulently or breaching these Terms or any applicable laws in your use of the Website and/or the Services.
11. Information about you and your visits to this Website
12. Provision of other goods and services through this Website
12.1 Unless otherwise expressly agreed by us in writing, all contracts for the supply of goods and/or other services made available through this Website or as a result of visits to this Website made by you are governed by separate terms and conditions.
13. Uploading material to this Website
13.1 Whenever you make use of a feature that allows you to upload material to this Website, or to make contact with other Authorised Users of this Website, you must comply with the content standards set out in our Acceptable Use Policy.
13.2 If you post any material (including information) on this Website, you agree to grant us a perpetual, irrevocable, royalty-free, transferable, assignable, sub-licensable licence to use that material as we see fit without notice to you unless otherwise agreed in writing between you and us. Any such material will be considered non-confidential and non-proprietary, and you agree that we have the right to use, copy, modify, distribute and disclose to third parties any such material for any purpose free of any intellectual property and moral rights. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to this Website constitutes a violation of their intellectual property rights, or of their right to privacy.
13.3 We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other Authorised User of this Website.
13.4 We have the right to remove any material or posting you make on this Website if, in our opinion, such material does not comply with the content standards set out in our Acceptable Use Policy.
14. Viruses, security and compatibility
14.1 You shall use your own anti-virus protection software and must not misuse this Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to this Website, the server on which this Website is stored or any server, computer or database connected to this Website. You must not attack this Website via a denial-of-service attack or a distributed denial-of service attack or in any other way.
14.2 By breaching the requirements of clause 14.1, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use this Website will cease immediately.
15. Linking to this Website
15.1 You may not link to our home page without first obtaining our written consent. If we do provide our written consent, you must only do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
15.2 This Website must not be framed on any other website, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in these Terms.
16. Links from this Website
16.1 From time to time this Website may also include links to other third party websites or resources. These links are intended to provide further information only and are not intended to signify that we endorse such websites and/or resources or related products or services or are in any way affiliated with the linked websites or have investigated, verified or monitored any of them.
16.2 Such linked websites or resources are independent of us and we have no control over their content. We have no responsibility for the content of any linked website or resource, its use or the products and/or services made available through it or for any loss or damage that may arise from your acquisition or use of any of them. It is your responsibility to check the terms and conditions of any other websites or resources you may visit and you use them and the products and/or services made available through them at your own risk.
17.1 Each of the provisions of these Terms (or part of any provision) is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect or impair the legality, validity or enforceability in that jurisdiction of the other provisions of these Terms (and the provision itself shall apply with the minimum modification necessary to make it legal, valid and enforceable), or of that or any provision in any other jurisdiction.
17.2 A failure or delay by us in enforcing compliance with any provision of these Terms shall not be a waiver of that or any other provision of these Terms. None of these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any third party except to the extent any such Term is expressed for the benefit of our group, our group’s officers and employees and/or all third parties engaged by us in which case each may enforce such Term to the extent we are not able to do so on their behalf (“Debt Explained Third Parties”). Notwithstanding the creation of any such third party rights, we and you may rescind, vary or amend or terminate these Terms without the consent of any Debt Explained Third Party.
17.3 You may not assign any of your rights or obligations under these Terms. The headings used in these Terms are for convenience only and shall not affect their interpretation. In these Terms, unless specified to the contrary, use of the singular is deemed to include the plural, use of any gender is deemed to include every gender and any reference to a person is deemed to include a corporation, a partnership and any other body or entity, and (in each case) vice versa.
18. Entire agreement
20. Notices, jurisdiction, applicable law and continuing obligations
20.1 You agree that any notices and other communication (even those that would normally be required to be given in writing) may be given by us by e-mail or posted on this Website and this will comply with any legal requirement for such communications to be in writing. You also agree that any notice or other communication made in such manner will be deemed received by you one hour after e-mail or posting.
20.4 The obligations in these Terms are continuing and shall survive the termination of your authorisation to access this Website, the Reports, Services and/or Other Materials.
21. Your concerns or questions
21.1 If you have any concerns about this Website or the Services or the material which appears on this Website, please contact email@example.com
22. Additional Terms Relating to Subscribers only
In addition to the above, the following terms apply where you are a Subscriber:
22.1 You and your Authorised Users are only authorised to access and use the Subscription Services for which you agree to pay us the Subscription Fee as set out in the Order Form other than in the case of a Trial.
22.2 The authority and right to access and use the Subscription Services starts when we grant you access to the Website following execution of the Order Form other than in the case of a Trial (in which case it shall be as we agree in writing) or as may otherwise be agreed between us in writing.
22.3 You and your Authorised Users no longer have the authority or right to access this Website and use the Subscription Services:
22.3.1 if the Subscription Period expires without you paying the Subscription Fee for the next period;
22.3.2 if this Agreement is otherwise terminated or your access rights are suspended in accordance with these Terms; or
22.3.3 in the case of a Trial, when we so determine.
22.4 From time to time, we may offer you additional information, data, services and products (“Additional Items”) from those agreed and specified in the relevant Order Form. If you wish to purchase the right to access and use any such Additional Items, this will be the subject of a separate Order Form, or an agreed amendment (in writing) to an existing Order Form, between us but will otherwise be governed by these Terms.
22.5 We warrant that your use of the Website, the Reports, the Subscription Services and Other Materials in accordance with these Terms shall not infringe any third party’s intellectual property rights, however, this warranty shall not apply in relation to materials identified as having been provided by or on behalf of a third party.
22.6 Notwithstanding clauses 3.7 & 3.8and 8, where we have terminated, withdrawn, modified, suspended or discontinued the service we provide on, or your access to or use of, this Website and/or the Services for reasons other than in connection with:
22.6.1 you or your Authorised Users’ using this Website or the Services in any way that is contrary to these Terms or the continued provision of this Website or the Services;
22.6.2 an FM Event as that term is defined in clause 22.10;
22.6.3 necessary maintenance; or
22.6.4 an event beyond our reasonable control,
we agree that you shall be entitled to a pro rata refund of the Subscription Fees you have already paid reflecting the period for which we have terminated, withdrawn, modified, suspended or discontinued the service we provide on, or your access to or use of, this Website and/or the Services.
22.7 You agree to ensure that you and your Authorised Users, being those persons listed on the Order form or, in the case of a Trial, the persons registered with and authorised by us as trial subscribers, comply with these Terms and only access the Website during the Subscription Period.
22.8 You shall indemnify, hold harmless and keep us indemnified from and against any and all allegations, claims, proceedings, losses, damages or liabilities arising out of or in connection with you or your Authorised Users’ use of this Website, the Services, the Reports and the Other Materials, including, without limitation:
22.8.1 claims by you, your Authorised Users or third parties;
22.8.2 other Subscribers or Authorised Users; or
22.8.3 in relation to the legality, reliability, integrity or quality of this Website, the Reports, the Services and the Other Materials.
22.9 Without prejudice to clause 9.2, but subject to clause 22.12, we shall have no liability to you or your Authorised Users to the extent that it is fairly attributable to or arises from an act or omission of you or your Authorised Users or any third party (including other Authorised Users) including (without limitation):
22.9.1 any act or omission by any person relating to the provision of the Services by us under this Agreement; and/or
22.9.2 for any liabilities suffered or incurred in connection with any Reports, Services or Other Materials or third party materials or data provided to us including where this impacts on our ability to provide the Services.
22.10 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement or from carrying on business by acts, events, submissions or accidents beyond our reasonable control, including, without limitation, failure of communication networks and activities (including the internet), default of sub-contractors, strikes, lockouts whether industrial or disputes, failure of a utility service or transport 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 or storm (“FM Event”).
22.11 You may not assign any of your rights or obligations under this Agreement other than by permitting your Authorised Users to have access to the Subscription Services in accordance with these Terms and as set out in your Order Form.
22.12.1 clause 9.7, where we charge you the Subscription Fee for access to and use of this Website and its Services by you and your Authorised Users directly, to the extent that the limitations or exclusions of liability set out in this Agreement are not enforceable by law, subject to clause 9.2, in no event shall our aggregate liability to you for any loss or damage arising out of or in connection with our Website, the Reports, the Services or this Agreement, whether in contract, tort (including negligence), under warranty, under statute or otherwise, exceed the Subscription Fee paid by you over the previous 12 months;
22.13 Without prejudice to any other provision in this Agreement, this Agreement will terminate if you or we are in material breach of any of its terms and if the breach is not remedied within the period of 20 working days after written notice of it has been given to the party in breach. If we are in material breach as a result of circumstances within our reasonable control, you will be entitled to a pro-rata return of the Subscription Fee. This Agreement will also terminate automatically upon the expiry of the Subscription Period.
22.14 On termination of this Agreement for any reason all licences granted under this Agreement shall immediately terminate and you and the Authorised Users shall make no further use of the Reports, Services and/or Other Materials which shall be deleted and/or destroyed (in so far as existing in electronic or other format) by you and Authorised Users forthwith upon such termination. You will supply to us upon request written confirmation of such deletion and/or destruction.
22.15 Termination shall not affect or prejudice the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly survive termination.
22.16 If we have not received payment of the Subscription Fee within 30 days of the due date, and without prejudice to any of our other rights and remedies:
22.16.1 we may, without liability to you, disable you and/or your Authorised Users’ accounts, passwords and access to all or part of the Subscription Services and we shall be under no obligation to provide any or all of the Subscription Services while the Subscription Fee concerned remains unpaid; and
22.16.2 interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank Plc at the date the Subscription Fee becomes due, commencing on the due date and continuing until fully paid.
22.17 All amounts and fees stated or referred to in this Agreement are:
22.17.1 payable in pounds sterling;
22.17.2 are, except as expressly stated otherwise in this Agreement, non-cancellable and non-refundable; and
22.17.3 are exclusive of value added tax (or similar tax), which shall be payable by you to us at the appropriate rate.
22.18 Without prejudice to any of our other rights and remedies, if, at any time, you allow, permit or cause a person who is not an Authorised User to have access to this Website, the Reports and/or the Subscription Services, then we shall be permitted to charge you, and you shall pay, for the Subscription Services provided to that person which will be calculated by us at our then current rates. Alternatively, we may elect to terminate this Agreement in which case you and your Authorised Users will no longer be authorised to access the Website or receive the Subscription Services.
22.19 You shall ensure that any individual accessing the Website or the Reports, Services or other Materials is acting in the course of your business, trade or profession and not as a consumer.
22.20 Notwithstanding clause 20.4, the obligations in this Agreement are continuing and shall survive the termination the Agreement and the authorisation of you and your Authorised Users to access this Website and receive the Subscription Services.
23.1 In this Agreement, unless otherwise stated or the context otherwise requires, the following words and expressions shall have the following meanings:
“Order Form” means the order for Subscription Services executed by you and DXP setting out the Subscription Services to be provided to you, the Subscription Fee, the Subscription Period and the Authorised Users;
“Reports”: means reports and data specified in the Order Form provided to you by way of the Website, together with any related commentary or responses to questions (whether verbal or in writing) provided to you;
“Services” means the Subscription Services, other Materials or other services made available via the Website that you are authorised to access;
“Subscriber” means the party to the Order Form;
“Subscription Fee” means the subscription fee for the Subscription Services to be provided under this Agreement, as specified in the Order Form relating to this Agreement;
“Subscription Period” means the period in respect of which a Subscription Fee is payable for the Subscription Services, as specified in the Order Form;
“Subscription Services” means the particular type of Reports, data and services we agree to provide to you from time to time as expressly set out in the Order Form or (in the case of a trial as we provide in our complete discretion);
“Trial” means the provisions of Subscription Services by us at our total discretion for a limited period as determined by us and without payment of a Subscription Fee; and
“Website” means the website with domain name www.debtexplained.com.
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