Simunix Limited

Terms and Conditions for ukphonebook.com

 

1. These terms

1.1 What these terms cover. These are the terms and conditions on which we provide access to the ukphonebook.com database to you.

1.2 Why you should read them. Please read these terms carefully before you use our search service or submit your order to purchase search credits. These terms tell you who we are, how we will provide the service to you, how you and we may change or end the contract, what to do if there is a problem and other important information. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE CARRY OUT A SEARCH USING OUR SITE. PLEASE READ CLAUSE 13, CLAUSE 16 AND CLAUSE 17 IN PARTICULAR AS THESE LIMIT OUR LIABILITY TO YOU.

1.3 Are you a business customer or a consumer? In the UK and certain other jurisdictions you will have different rights under these Terms depending on whether you are a business or consumer. You are a consumer if:

  • You are an individual.
  • You are purchasing access to the Service from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

Provisions specific to consumers only are in blue and those specific to businesses only are in green.

1.4 If you are a business customer this is our entire agreement with you. If you are a business customer these Terms constitute the entire agreement between us in relation to your purchase or use of the Service if you are using the Free Searches. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this Contract.

2. Information about us and how to contact us

2.1 Who we are. We are Simunix Limited, a company registered in England and Wales. Our company registration number is 03684982 and our registered office is at The IT Centre, York Science Park, York, YO10 5NP. Our registered VAT number is 721 4848 38.

2.2 How to contact us. You can contact us by telephoning us at 01904 567765 or by completing our contact form.

2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address you provided to us in your order.

3. Interpretation of these Terms

3.1 Definitions. The following definitions apply in these Terms:

Additional Service: any service other than Searches (e.g. data cleansing and data appending) which is made available to the Customer as part of the Service.

Approximate Address: address criteria that must be at least three (3) characters of the postcode, village, suburb, town or city in which the Search for an individual is to be carried out.

Approximate Name: the first three (3) or more characters of a name (the name being, for an individual their surname or last name and for a company their company name). Where the name is three (3) characters or fewer the Approximate Name shall be their full name.

BT Data: BT's OSIS database which comprises part of the Data. The Customer can isolate the BT Data by clicking on the data pill 'TEL' at the bottom of a Result.

BT: BT Group PLC of 81 Newgate Street, London, EC1S 7AJ.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges: the sums paid by you for Search Credits.

Contract: the contract between Simunix and the Customer for the provision of the Services in accordance with these Terms.

Cooling-off Period: if you are a consumer, 14 days after the date on which you purchase the Search Credits.

Customer or you: the person, business or organisation who accesses the Service either by using the Free Searches or by purchasing Search Credits.

Customer Data: data owned or licensed by you which you upload for the purposes of an Additional Service.

Customer Restrictions: the obligations on you set out in clause 5.2.

Data: the data or information, in whatever form including the Results, images, maps and graphics, the provision of which comprises the Service (wholly or in part).

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (GDPR); the Data Protection Act 2018 (DPA 2018); the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Free Searches: five (5) searches of the Service to obtain telephone numbers carried out by you without charge each day.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Permitted Use: if you are a consumer, personal use and if you are a business, internal business use (which shall not include the use of the Data or the Results by, or for the benefit of, any person other than an employee, consultant or worker of the Customer).

Personal Data: shall have the meaning set out in Article 4(1) of GDPR or, at such time as GDPR ceases to have direct effect in the UK, section 3(1) of DPA 2018.

Result: a list of names, addresses, postcodes, associated telephone numbers, email addresses, directorships and other information provided to you in response to a Search.

RM Data: shall have the meaning set out in clause 12.1.

Search: the submission of a properly formatted query to the Service that may or may not include a full name or Approximate Name and which may or may not also include a full address or Approximate Address.

Search Credits: the number of credits the Customer purchases to carry out Searches of the Service.

Security Feature: any security feature including any key, PIN, password, token or smartcard.

Service: the ukphonebook.com database owned by Simunix.

Terms: these terms and conditions.

we or us: Simunix Limited (whose details are set out in clause 2.1).

Website: www.ukphonebook.com or such other URL as Simunix may use to provide the Service.

3.2 Clause headings shall not affect the interpretation of these Terms

3.3 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 shall include all subordinate legislation made from time to time under that statute or statutory provision.

3.4 Writing includes emails. When we use the words writing or written in these Terms, this includes emails.

4. Our contract with you

4.1 How we will accept your order. When you purchase Search Credits, your order will be accepted when we email you to accept it, at which point a contract will come into existence between you and us.

4.2 If we cannot accept your order. If we are unable to accept your order to purchase Search Credits, we will inform you of this in writing and will refund you the amount you have paid for the Search Credits. We do not have to give a reason for declining your order but we may do this if your credit or debit card has been declined or because we suspect fraudulent or unauthorised activity.

4.3 When the Contract starts. The Contract shall start:

(a) if you’re using the Free Searches, on the date on which you carry out the first free search of the Service; or

(b) on the date on which you purchase Search Credits.

5. Our Service

5.1 How you may use the Service. The Customer shall use the Service to carry out Searches and use the Additional Services in accordance with the directions on the Website. The number of Search Credits required to carry out a particular Search shall be as set out on the Website.

5.2 Customer Restrictions. You shall:

(a) ensure that you only keep one manuscript copies of the Results and that the Service and the Results are only used for the Permitted Use;

(b) not use the Service for any purpose contrary to any law or regulation or any regulatory code, guidance or request;

(c) not extract, reutilise, use, exploit, redistribute, redisseminate, copy or store the Results for any purpose not expressly permitted by these Terms;

(d) not do anything which may damage the reputation of Simunix, the Data or the Services, including by way of using the Results (wholly or in part) in any manner which is pornographic, racist or that incites religious hatred or violence;

(e) when using the Service without purchasing Search Credits, not carry out or attempt to carry out more than the Free Searches each day;

(f) keep your login details safe and do not disclose them to third parties;

(g) not integrate the Service or the Data or any part thereof into other software, applications or website without the prior written agreement of Simunix;

(h) not copy, reproduce, publish, sell, let, extract, reutilise or otherwise part with possession or control of or relay or disseminate any part of the Results or the Data;

(i) use all reasonable endeavours in relation to the security and confidentiality of the Results in your custody or control to prevent any unauthorised disclosure of any part of it;

(j) when downloading any file or other data created by using the Additional Services ensure that it is only stored on your IT system and only:

(i) use such data for the Permitted Use; and

(ii) no other use is made of such Data;

(k) not engage in any form of automated searching of the Data and not attempt to bulk download data from the Service except where such a download is expressly permitted by the Service;

(l) ensure that everyone who access the Service through your internet connection are aware of these Terms and that they comply with them; and

(m) be responsible for configuring your IT system to access the Service. You should use your own virus protection software.

5.2 Prohibited uses of the Service. Except as expressly provided in these Terms, the Customer shall not:

(a) use the Service (wholly or in part) in its products or services which are made available to its end users or customers; or

(b) redistribute the Service (wholly or in part).

6. Customer Data

6.1 Uploading Customer Data. Where you upload Customer Data for the purposes of using the Additional Services, we shall ensure that Customer Data:

(a) is only used for the purpose for which you have uploaded it;

(b) is not shared with any other customers or third parties;

(c) is not used by us for any other purpose;

(d) is stored for you to download the file or other data created by use of the Additional Service and not for any other purpose. We shall ensure no other customer or third party can download such data;

(e) can be deleted by you at any time. Please note that deletion by you cannot be reversed; and

(f) is automatically deleted after 12 months.

7. Our rights to make changes

7.1 Changes to the Service. With as much prior notice to Customers who have purchased Search Credits as is reasonably practicable, Simunix may change at any time:

(a) the content, format or nature of the Data or the Services;

(b) the means of access to the Data or the Services; and/or

(c) withdraw the Services.

7.2 Changes to these Terms. We amend these terms from time to time. Every time you wish to use the Service or purchase Search Credits, please check these Terms to ensure you understand the contractual provisions that apply at that time.

8. Providing the Service to you

8.1 When we will provide the Service if you are a business. If you are a business we will provide access to the Service on the date we accept your order to purchase Search Credits.

8.2 When we will provide the Service if you are a consumer. If you are a consumer, we will provide access to the Service at the end of the Cooling-off Period unless you agree to us commencing the Service before the Cooling-off Period has expired (which you can do by ticking the box on the order page on the Website or emailing us).

8.3 When your access to the Service will end. Your right to access the Service will end when you have used all of the Search Credits you purchased or you end the contract as described in clause 9 or we end the contract by written notice to you as described in clause 19. You will be able to access the Service again by purchasing further Search Credits.

8.4 How we will provide the Service. We:

(a) shall provide the Service with reasonable skill and care;

(b) shall use reasonable efforts, where you have purchased Search Credits, to ensure that the Service is available 99% of the time except for scheduled downtime for maintenance purposes which is notified to Customers in advance. If you are using Free Searches we do not guarantee that the Service will be available or uninterrupted; and

(c) may in our absolute discretion change the format of the Result.

8.5 Links to third party resources. Where the Service contains links to other websites and resources provided by third parties (e.g. links to social media accounts) these links are provided for your information only. Such links should not be interpreted as approval by Simunix of the linked websites or information you may obtain from them. We have no control over the contents of such websites or resources.

8.6 Linked Records. The Service includes "linked records" which are persons who we reasonably believe may be linked to the primary individual on whom you carried out a Search. We provide this information on an 'as is' basis. You should take your own steps to verify all linked records before relying on them.

8.7 We are not responsible for events outside our control. If we are unable to supply the Service due to an event outside our control, then if you have purchased Search Credits we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the event. Provided we do this we will not be liable for any costs incurred by you arising from your inability to access the Service, but if we are unable to supply the Service for over 90 days you may contact us to end the contract and receive a refund for any Search Credits you have paid for but not received.

8.8 The Service may not be available in certain circumstances. The Service may be unavailable due to:

(a) technical problems or while we make minor technical changes;

(b) updating the Service to reflect changes in relevant laws and regulatory requirements.

8.9 Your rights if the Service is unavailable. We will use reasonable endeavours to contact you in advance or provide notification on the Website to inform you that the Service will be unavailable. We may not be able to do this if the problem is urgent or an emergency. You may contact us to end the contract for the Service if the Service is unavailable for a continuous period of seven (7) days. If you terminate in these circumstances we will, on request, refund any Search Credits you have purchased.

9. Your rights to end the contract

9.1 You can always end your contract with us. Your rights when you end the Contract will depend on how we are performing, when you decide to end the Contract and whether you are a consumer or business customer:

(a) If you want to end the Contract because of something we have done or have told you we are going to do, see clause 9.2;

(b) If you are a consumer and have just changed your mind about the Service, see clause 9.3. You may be able to get a refund if you are within the Cooling-off Period, but this may be subject to deductions.

9.2 Ending the contract because of something we have done or are going to do. If you are ending the Contract for a reason set out at (a) to (e) below the Contract will end immediately and we will refund you in full for any Search Credits which have not been used and you may also be entitled to compensation. The reasons are:

(a) we have told you about an upcoming change to the Service or these Terms which you do not agree to (see clause 6.2);

(b) we have told you about an error in the price of the Search Credits you have ordered and you do not wish to proceed;

(c) there is a risk that access to the Service may be interrupted because of events outside our control;

(d) we have suspended the Service for technical reasons, or notify you we are going to suspend it for technical reasons, in each case for a period of more than 7 continuous days; or

(e) you have a legal right to end the Contract because of something we have done wrong.

9.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products and services bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

9.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of Services, once these have been completed, even if the cancellation period is still running;

9.5 How long do consumers have to change their minds? You have 14 days after the day we email you to confirm we accept your order. However, once you have used all of your Search Credits you cannot change your mind, even if the period is still running. If you cancel after we have provided you with access to the Service, you will not be entitled to a refund of the Search Credits used before you told us that you had changed your mind.

10. How to end the contract with us (including if you are a consumer who has changed their mind)

10.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:

(a) Phone or email. Call us on 01904 567765 or email us at [ADDRESS]. Please provide your name, home address, details of the order and, where available, your phone number and email address.

(b) Online. Complete the [form INSERT LINK TO ONLINE FORM] on the Website.

(c) By post. Print off the form [INSERT LINK TO PRINTABLE FORM] and post it to us at the address on the form. Or simply write to us at that address, including details of the Search Credits purchased, when you purchased them and your name and address.

10.2 How we will refund you. If you are entitled to a refund under these Terms we will refund you the price you paid for the Search Credits by the method you used for payment. However, we may make deductions from the Charges, as described below.

10.3 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind, we will deduct from any refund an amount for the Search Credits used by you prior to the time when you told us you had changed your mind.

10.4 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.

11. If there is a problem with the Service

11.1 How to tell us about problems. If you have any questions or complaints about the Service or the Website, please contact us. You can telephone us at 01904 567765 or write to us at [EMAIL ADDRESS] or The IT Centre, York Science Park, York, YO10 5DG.

12. Obligations which apply to Data supplied by BT and Royal Mail

12.1 Ownership of RM Data. By using the Service you will receive, are receiving or have received information which is derived from databases (or parts or extracts thereof) of which Royal Mail is the owner or creator, or otherwise authorised to use (the RM Data). Royal Mail owns or is the licensee of all Intellectual Property Rights which subsist in and/or relate to the RM Data from time to time.

12.2 Additional obligations in relation to BT Data. You shall:

(a) in all your dealings with or relating to information derived from BT Data comply with all applicable laws and codes of practice including the Data Protection Legislation and the Code of Practice on Telecommunications Directory Information Covering the Fair Processing of Personal Data (21 December 1998); and

(b) if any complaint is made which relates to the Customer’s use of the BT Data then the Customer shall assist BT and Simunix in investigating the complaint and shall take such steps as are reasonably necessary to remedy the complaint as soon as practicable.

13. Our promises to you and your rights if we breach those promises

13.1 Our warranty to you. Simunix warrants that it has the right to licence the access and use of Data and the Service as specified in this Contract.

13.2 Exclusion of warranties for business customers. Where the Customer is a business, except as expressly stated in this Contract, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

13.3 What we do not warrant. Simunix does not warrant that:

(a) the use of the Service will be free from interruption;

(b) Results supplied by third parties (e.g. the Land Registry or Twitter) will be available when a Search is carried out. Simunix cannot guarantee the availability of Data sourced from third parties;

(c) the Results are accurate, complete, up to date, reliable, secure, useful, fit for purpose or timely; or

(d) the Results have been tested for use by the Customer or any third party or that the Results will be suitable for or be capable of being used by the Customer or any third party.

Where the Customer is a business, the exclusions in this clause 13.3 do not limit the effect of clause 13.2.

13.4 Results provided on 'as is' basis. Simunix provides the Results on an 'as is' basis. It is for the Customer to determine how to interpret and/or use the Results.

13.5 If you are a consumer you have additional legal rights. See the box below for a summary of your key legal rights in relation to the Service. Nothing in these terms will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

If your product is services, for example a support contract for a laptop or tickets to a concert, the Consumer Rights Act 2015 says:

a) You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.

b) If you haven't agreed a price beforehand, what you're asked to pay must be reasonable.

c) If you haven't agreed a time beforehand, it must be carried out within a reasonable time.

See also clause 9.2.

14. Security and passwords

14.1 Use of Security Features. You must ensure that the Service is kept secure by using the Security Features and shall use the best available security practices and systems applicable to the use of the Service to prevent, and take prompt and proper remedial action against unauthorised access, copying, modification, storage, reproduction, display or distribution of the Data, the Results and the Service.

14.2 Confidentiality of Security Features. Where we use Security Features in relation to the Service (wholly or in part) the Security Features must, unless we notify you otherwise, be kept confidential and not lent, shared, transferred or otherwise misused.

14.3 Obligation to notify us of misuse of Data or breach of Contract. If we become aware of any misuse of any Result, Data or the Service, or any security breach in connection with this Contract that could compromise the security or integrity of the Data or the Service or otherwise adversely affect Simunix or if you learn or suspect that any Security Feature has been revealed to or obtained by any unauthorised person, you shall, at your expense, promptly notify us and fully co-operate with us to remedy the issue as soon as reasonably practicable.

14.4 Co-operation. You agree to co-operate with our reasonable security investigations.

14.5 Our right to change Security Features. We may change Security Features on notice to you for security reasons.

15. Charges and payment

15.1 Search Credits. The number of Search Credits which are required to purchase different types of Searches on the Service are set out on the Website. We take all reasonable care to ensure this information is correct. If you do not have sufficient Search Credits in your account for the Search you wish to carry out you must purchase additional Search Credits before you submit the Search. Except as set out in clause 9.3 above, we will not refund unused Search Credits.

15.2 Expiry of Search Credits. Service Credits expire 12 months after the date on which they are purchased.

15.3 When you must pay and how you must pay. We accept payment with all major credit and debit cards except American Express. Except for the Free Searches, you must purchase the Search Credits before you submit a Search to the Service.

15.4 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

15.5 VAT. All Charges are inclusive of VAT or any other applicable sales tax. If you are a business customer you can request a VAT invoice for the Charges.

16. Our responsibility for loss or damage suffered by you if you are a consumer

16.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen.

16.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Service as summarised at clause 13.5.

16.3 When we are liable for damage caused by downloading defective files. If you download a file from the Service which is defective and it damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation.

16.4 We are not liable for business losses. If you are a consumer we only supply the Service for to you for domestic and private use. If you use the Service for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 17.

17. Our responsibility for loss or damage suffered by you if you are a business

17.1 Neither party excludes or limits liability to the other party for:

(a) fraud or fraudulent misrepresentation;

(b) death or personal injury caused by negligence;

(c) a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any matter in respect of which it would be unlawful for the parties to exclude liability.

17.2 Subject to clause 17.1, Simunix shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

(a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;

(b) any loss or corruption (whether direct or indirect) of data or information;

(c) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or

(d) any loss or liability (whether direct or indirect) under or in relation to any other contract.

17.3 Clause 17.2 shall not prevent claims, which fall within the scope of clause 17.4, for:

(a) direct financial loss that are not excluded under any of the categories set out in clause 17.2(a) to clause 17.2(d); or

(b) tangible property or physical damage.

17.4 Subject to clause 17.1, Simunix's total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract or any collateral contract shall in all circumstances be limited to the greater of:

(a) £5,000; or

(b) the value of Search Credits purchased by the Customer in the transaction in relation to which the cause of action arose.

18. Intellectual property rights ownership

18.1 Ownership of intellectual property rights. You acknowledge that:

(a) all Intellectual Property Rights in the Data, the Service and the Results are the property of Simunix or its licensors, as the case may be;

(b) you shall have no rights in or to the Service, the Data or the Results other than the right to use them in accordance with this Contract; and

(c) Simunix or its licensors has or have made and will continue to make substantial investment in the obtaining, verification, selection, coordination, development, presentation and supply of the Service.

18.2 Basis on which you use the Service. In consideration of the payment of Search Credits (receipt of which we hereby acknowledge) or if you are using the Free Searches, in consideration of agreeing to these Terms, we grant to you a non-exclusive, non-transferable, revocable, worldwide licence for the Permitted Use subject to the Customer Restrictions, to:

(a) carry out Searches and access and view the Results; and

(b) store the files or other data created using the Additional Services on your IT System.

18.3 No right to use BT's marks. You shall not have any rights to use trade marks owned by BT and shall not make reference to BT or any BT product or service in any promotional or marketing advertising, communications, literature or packaging.

18.4 No alteration of copyright acknowledgement on BT Data. You shall not alter any copyright or other intellectual property right acknowledgement or confidentiality marking incorporated into or applied to BT’s Data or documentation owned by BT.

18.5 Ownership of intellectual property rights in files created by Additional Services. In relation to any file created by the Customer through use of the Additional Services:

(a) where the file created through use of the Additional Service contains a greater volume of data added by Simunix than the volume of Customer Data which existed before the Customer used the Additional Service, the Intellectual Property Rights in the data which is contained in such file shall be owned by Simunix and the Customer assigns to Simunix, and shall assign to it, with full title guarantee all Intellectual Property Rights in Customer Data it may submit to the Additional Services, by way of future assignment; and

(b) where the file created through use of the Additional Service contains a greater volume of Customer Data which existed before the Customer used the Additional Service than the data added by Simunix the Intellectual Property Rights in the data which is contained in such file shall be owned by the Customer and Simunix assigns to the Customer, and shall assign to it, with full title guarantee all Intellectual Property Rights in any file which may be created through use of the Additional Services, by way of future assignment.

18.6 Execution of documents to confirm intellectual property and other rights. You shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at Simunix's cost, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Contract.

18.7 Co-operation. You shall co-operate with us to protect the goodwill and reputation of the Service.

19. Termination

19.1 Our rights if you are in breach of Contract. If Simunix determine, in its sole discretion, that there has been a breach of this Contract through the Customer’s use of the Service or Simunix suspect that the Customer’s use of the Service is fraudulent, unauthorised or illegal, Simunix may take all or any of the following actions:

(a) immediate, temporary or permanent withdrawal of the Customer’s right to use the Service;

(b) issue a warning to you;

(c) terminate the Contract under clause 19.2(a); and/or

(d) commence legal proceedings against you for reimbursement of Simunix’s costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

The responses described in this clause 19.1 are not limited, and Simunix reserve the right to take any other action it reasonably deems appropriate.

19.2 Our rights to terminate the Contract. Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of your obligations under the Contract and (if such breach is remediable) fail to remedy that breach within 14 days after receipt of notice in writing to do so;

(b) you do not, within a reasonable time of us asking for it, provide verification of your identity that is necessary for us to provide the Additional Services;

(c) we reasonably suspect that you are using the Service for fraudulent, illegal or unauthorised purposes;

(d) if you're a business, you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your 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 your assets or ceasing to carry on business;

(e) if you're a business, you suspend or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business; or

(f) if you're an individual (whether a consumer or a sole trader), you are the subject of a bankruptcy petition, application or order.

19.3No refund of Search Credits. If we end the Contract in the situations set out in clause 19.2 we will not refund any money you have paid for Search Credits which you have not used.

19.4 Continuation of contractual clauses after termination. Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination of this Contract shall remain in full force and effect.

19.5 Rights and remedies unaffected by termination. Termination or expiry of this Contract shall not affect any 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.

20. Data Protection

20.1 How we will use your personal information. We will only use your personal information as set out in our privacy policy.

20.2 Where you are a business using the Additional Services, the parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Simunix is the data processor (where Data Controller and Data Processor have the meanings defined in the Data Protection Legislation) and clauses 20.3 to 20.7 shall apply.

20.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. These clauses 20.3 to 20.7 are in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

20.4 Without prejudice to the generality of clause 20.3, where required, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data included in the Customer Data to Simunix for the duration and purposes of the Additional Services.

20.5 Without prejudice to the generality of clause 20.3, Simunix shall, in relation to any Personal Data processed in connection with the performance by Simunix of its obligations under this Contract:

(a) process that Personal Data only on the written instructions of the Customer unless Simunix is required by the laws of the UK or by the laws of the European Union to process Personal Data (Applicable Laws). Where Simunix is relying on European Union law as the basis for processing Personal Data, Simunix shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Simunix from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

(d) not transfer any Personal Data outside of the European Economic Area unless specifically requested by the Customer (for example, because the Customer is located outside of the European Economic Area);

(e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject (which shall have the meaning set out in the Data Protection Legislation) and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a Personal Data breach; and

(g) maintain complete and accurate records and information to demonstrate its compliance with this clause 20.

20.6 The Customer consents to Simunix appointing UK Fast as a third-party processor of Personal Data under this Contract. Simunix confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between the Customer and Simunix, Simunix shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 20.6.

20.7 Simunix may, at any time on not less than 30 days’ notice, revise this clause 20 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when notified to the Customer).

21. Viruses

21.1 We are not responsible for viruses. We do not guarantee that the Website will be secure or free from bugs or viruses.

21.2 You must not introduce viruses or misuse the Website. You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, 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 the Service will cease immediately.

22. Other important terms

22.1 We may transfer this Contract to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract.

22.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.

22.3 Nobody else has any rights under this Contract. This Contract is between you and us. No other person shall have any rights to enforce any of its terms.

22.4 If a court finds part of this Contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

22.5 Even if we delay in enforcing this Contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

22.6 Which laws apply to this Contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the Service in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Service in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Service in either the Northern Irish or the English courts.

22.7 Which laws apply to this Contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Schedule 1 Model Cancellation Form for consumer customers

(Complete and return this form only if you wish to withdraw from the contract)

 

To:

Simunix Limited

The IT Centre,

York Science Park,

York,

YO10 5NP

 

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],

Ordered on [*]/received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

[*] Delete as appropriate

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