DEBT REGISTER LTD

1.INTERPRETATION

1.1Definitions:

• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Charges: the person or entity that is owed money by a Defendant.
• Contract: the charges payable by You for use of the Services shall be as set out separately in the Quotation.
• Debt Register IPRs: all Intellectual Property Rights subsisting in the Platform and the Deliverables.
• Defendants: the persons or entities who owe You money, the details of whom you upload to the Platform.
• Deliverables: all documents, products and materials developed by Debt Register or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation, data, reports and communications with Your Defendants.
• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, 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.
• Platform: the debt collection platform owned by Debt Register and available to You via the Website.
• Quotation: the written quotation provided by Debt Register to You for the Services which shall include the Charges for the Services, the payment terms for the Services and the Term of the Services.
• Services: the services described in clause 2, including without limitation Your use of the Platform and any Deliverables, to be provided by Debt Register.
• Services Start Date: the date as specified in the Quotation.
• Term:the term of the Services provided to You by Debt Register under this Contract as set out in the Quotation.
• Website: the website located at the url www.debtregister.com.
• You/Your: the company that registers as a Claimant on the Website and enters into this Contract with Debt Register.

1.2Interpretation:

• (a)A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
• (b)Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
• (c)A reference to writing or written includes email.

2.COMMENCEMENT AND TERM

• The Contract shall commence on the date You accept the Quotation and shall continue for the Term unless You give Debt Register not less than one months’ written notice to terminate. Should You wish the Contract to continue for a further period You should contact legal@debtregister.com

3.SUPPLY OF SERVICES

3.1Debt Register shall supply the following Services: the provision of the Platform which enables Claimants to upload details of undisputed debts, or disputed debts which remain unresolved following attempts at resolution, including full contact details of the Defendant, a description of the debt and the amount of money owed. Debt Register may communicate, where appropriate, with the Defendants by email, letter and/or telephone at its sole discretion and if, after such communications, the debt remains unpaid Debt Register may report the Defendant’s default to credit reference agencies.

3.2Debt Register shall provide reports on all outstanding debts to You if so requested by you in the Platform. Such reports shall be available within ten (10) days of such request.

3.3In supplying the Services, Debt Register shall:

• (a)perform the Services with reasonable care and skill and in accordance with 3.1 above
• (b)comply with all applicable laws, statutes, regulations and codes from time to time in force

4.YOUR OBLIGATIONS :

4.1You shall:

• (a)ensure that the Defendant’s details and all other information You supply in relation to the debts you upload onto the Platform are true and accurate to the best of Your knowledge and You hereby indemnify Debt Register against any loss that may arise as a result of the reporting of a debt that is not accurate in all respects;
• (b)only upload undisputed, and unpaid debts to the Platform, save that disputed debts which have been responded to by You and remain unresolved may also be uploaded;
• (c)co-operate with the Debt Register in all matters relating to the Services and in particular in relation to updating information when necessary on the Platform in order for the Services to be delivered in accordance with the Contract; and
• (d)provide, in a timely manner, such information and assistance as Debt Register may reasonably requires to perform the Services, and ensure that such information provided is accurate and complete in all material respects.

4.2If Debt Register’s performance of its obligations under the Contract is prevented or delayed by any act or omission of Yours, Your agents, subcontractors, consultants or employees, Debt Register shall:

• (a)not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from such prevention or delay; and
• (b)be entitled to payment of the Charges despite any such prevention or delay.

4.3You hereby consent to the reporting of unpaid debts on the Platform to such credit reference agencies as Debt Register may chose to report to from time to time, but acknowledge that Debt Register is under no obligation to make any such reports.

5.INTELLECTUAL PROPERTY

5.1Debt Register shall retain ownership of all Debt Register IPRs.

5.2Debt Register hereby grants to You a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use the Debt Register IPRs for the purpose of receiving and using the Services and the Deliverables during the Term.

6.CHARGES AND PAYMENT

6.1In consideration for the provision of the Services, You shall pay Debt Register the Charges in accordance with this Clause 6.

6.2All amounts payable by You exclude amounts in respect of value added tax (VAT), which You shall additionally be liable to pay to Debt Register at the prevailing rate (if applicable.

6.3You shall pay the Charges plus VAT to Debt Register as set out in the Quotation.

6.4If You fail to make any payment due to Debt Register under the Contract by the due date for payment, then, without limiting Debt Register’s remedies under Clause 8 (Termination):

• (a)You shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
• (b)Debt Register may suspend all Services (including your access to the Platform) until payment has been made in

6.5All amounts due under the Contract from You to Debt Register shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER

7.1The restrictions on liability in this Clause 7 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

7.2Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

7.3Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

• (a)death or personal injury caused by negligence; and
• (b)fraud or fraudulent misrepresentation.

7.4Debt Register’s total liability to You under this Contract shall not exceed the Charges payable by You to Debt Register in the preceding twelve months and the following losses are wholly excluded: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss.

7.5Where Defendants are located in a non-English speaking country and the Defendant chooses to communicate in its own language, the Platform will translate messages into English. Debt Register, does not, however make any warranty as to the accuracy of such translations.

7.6Debt Register does not represent nor warrant that debts reported on the Platform will be recovered in full or at all. You hereby agree that the listing of debts and use of the Platform and Services is done with full knowledge of this warranty disclaimer.

8.TERMINATION

8.1Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

• (a)the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
• (b)the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• (c)the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• (d)the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2Without affecting any other right or remedy available to it, Debt Register may terminate the Contract and Your access to the Platform with immediate effect by giving written notice to You if You fail to pay any amount due under the Contract on the due date for payment.

8.3On termination of the Contract for whatever reason:

• (a)You shall immediately pay to the Debt Register all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Debt Regsiter may submit an invoice, which shall be payable immediately on receipt;
• (b)any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
• (c)termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

9.GENERAL

9.1Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

9.2Assignment and other dealings.

• (a)You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Debt Register’s prior written consent.
• (b)Debt Register may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

9.3Confidentiality

• (a)Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by Clause 9.3(b). For the purposes of this Clause 9.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
• (b)Each party may disclose the other party’s confidential information:
  • (I)to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 9.3; and
  • (II)as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• (c)Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

9.4Entire agreement.

• (a)The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• (b)Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

9.5Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

9.6Waiver.

• (a)The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• (b)Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

9.7Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 9.7 shall not affect the validity and enforceability of the rest of the Contract.

9.8Notices.

• (a)Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
• (I)delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
• (II)if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
• (III)if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 9.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• (c)This Clause 9.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

9.9Third party rights.

• (a)The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

9.10Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

9.11Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.