LICENCECHECK TERMS & CONDITIONS
Definitions and Interpretation
In these terms and conditions the words and expressions set out below have the following meanings unless the context otherwise requires :-
LICENCECHECK, us or our means Licence Check Ltd registered in England and Wales with company number 6725900 and whose registered office is at The Data House, 30A High Street, Nottingham, NG5 7LDZ.
1. “Company” means Licence Check Ltd t/a LICENCECHECK
2. "Client" - you or your means the organisation stated on each appended Driver Mandate. The Client for whom the Driver works and / or by whom the Driver is retained and /or whom the relevant organisation is considering employing or retaining and who has agreed for LICENCECHECK to provide Driving Licence Verification Services (DLVS) on their individual driver record held by our Agent.
3. "Contract" - means the contract for the provision of the DLVS
4. “Driver” means the Client’s employee or approved driver prospective employee or prospective approved driver.
5. . “Date of Commencement” means the date the agreement governed by these terms and conditions begins;
6. “DLVS” means Driving Licence Verification Service, the service to be provided by LICENCECHECK;
7. “Driver Mandate” means the sheet to which these terms and conditions are appended;
8. “Materials” means documents, materials or information supplied by LICENCECHECK in connection with the DLVS.
9. “Papers” means any document hand written or electronically produced, in words, as illustrations or images, or any record of any information in any form;
10. “Pricing Matrix” means the stated price for each credit ordered as varied by Licence Check from time to time.
11. “Credit” means each verification check ordered by you.
12. “Spent” means each licence check verification submission made or charged by our Agent
13. “Standard Rates Card” means the rates specified by our Pricing Matrix
14. “Supplied Content” means documents, materials or information given to us by you or your agents officers, employees or the Driver in connection with the DLVS.
15. “Agent” means the DVLA, Driver Vehicle Licensing Agency or DVA NI.
16, “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related 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 design, rights in computer software, database rights, 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.
2. PROVISIONS OF THE SERVICES
2.1 LICENCECHECK agrees to provide the Client with DLVS for the Driver from the Date of Commencement. The Client agrees that LICENCECHECK will use the Driver Mandate details to verify the details with our Agent;
2.2 To enable LICENCECHECK to meet the terms of this agreement the Client agrees to use the set procedure laid down by LICENCECHECK from time to time to process, produce and print a Driver Mandate, the cost of such printing to be borne by the Client. Only LICENCECHECK issued preformatted or system generated Driver Mandates will be accepted. All Driver Mandates submitted for verification should be checked for completeness before being returned to LICENCECHECK for the driving licence verification check to be carried out on the individual driver record held by our Agent. The Client agrees to submit such Driver Mandates within the timescales specified within the LICENCECHECK Price Matrix or within 14days of creation or within 12 months of purchase. The Client accepts full responsibility for the accuracy of the completed Driver Mandate and any information contained within the Driver Mandate. The Client agrees to procure the approval and authorisation of each Driver Mandate by the relevant Driver prior to submission to our Agent. In particular they agree to procure that each Driver Mandate is signed by the relevant Driver in written black/blue ink which provides full authority to carry out the verification check and conforms to the Data Protection Act 1998. They further agree to supply to the relevant Driver all such documentation relating to the submission of the Driver Mandate and/or verification as LICENCECHECK may require whether prior to or after submission of the relevant Driver Mandate;
2.3 LICENCECHECK will provide the DLVS in accordance with the Driver Mandate. Any changes required by the Client must be specified in writing and agreed by LICENCECHECK and our Agent(s);
2.4 LICENCECHECK may at any time without notifying the Client change the DLVS if necessary to comply with safety or other statutory requirements but will notify the Client promptly of such changes and the reasons for introducing them and where it is practical to do so in advance of their introduction.
3. PAYMENTS
3.1 The Client shall pay LICENCECHECK the agreed price set within our Price Matrix or completed customer order form unless otherwise agreed in writing by LICENCECHECK for the provision of the DLVS. All credits ordered are priced as per our Price Matrix and “MUST” be Spent within a 12 month period from the date of order. If not Spent within such 12 month period they shall be re-priced according to the Price Matrix prevailing at that time. The Client shall reimburse to LICENCECHECK on demand any additional charges which it incurs as a result of the Client’s instructions or lack of instructions, or the inaccuracy of any Supplied Content or any other cause attributable to the Client or the Driver;
3.2 All Charges quoted within our Price Matrix to any Client are only valid on day of issue and are subject to changes without notice. All charges contained within a Price Matrix are subject to any rate increase applied to LICENCECHECK by our Agent for continuing the service. All rates quoted are exclusive of Value Added Tax, for which the Client shall be additionally liable at the prevailing rate from time to time;
3.3 LICENCECHECK will invoice the Client for the provision of the DLVS or other service(s) ordered or delivered at anytime or on the last working day of the month in which the order is made and the Client agrees to settle such invoice in full within 30 days or other as specified on your invoice if a deferred account is granted;
3.4 The Client agrees to pay LICENCECHECK the costs contained within our Price Matrix for each and every credit ordered, at the price stated on the current Standard Rates Card valid only on the day of issue or order was placed or if different, at the rate advised by the Company in writing. The Price Matrix applies to all future minimum annual volume credits Spent during any 12 month period from the date of the order unless otherwise agreed in writing by the Company. All payments and applicable Value Added Tax and any additional charges, remain payable in full in advance of the DLVS being delivered, unless otherwise agreed in writing by the Company or stated on your invoice or otherwise approved by the Company;
3.5 Payments not received from the Client by the due date, shall entitle LICENCECHECK, without limiting any other rights, to charge interest on the outstanding amount at the rate of 4 per cent above the base rate of National Westminster Bank plc from time to time such interest to be compounded monthly and added to the amount of the principal then outstanding, until the full balance or outstanding amount (together with accrued interest) is settled in full in cleared funds. The Client further agrees to reimburse to LICENCECHECK on demand all, costs, fees and expenses incurred by LICENCECHECK in recovering any overdue payments including without limitation the costs of retaining professional advisers and/ or appointing external agents and/or issuing court or analagous proceedings;
3.6 The Company pricing policy or pricing structure may vary from time to time; this will be set within our Price Matrix which is only valid at that time of issue or quotation and applies to all un-Spent credits, unless otherwise agreed in writing by the Company.
4. DURATIONS AND TERMINATION
4.1 The Contract may be terminated by the Company or the Client at any time, giving no less than 1 months notice in writing for any standard Price Matrix rate card user. All other user agreements must provide no less than 3 months notice of termination.. All un-Spent credits held will be charged at the current rate or if less than the agreed Spent rate, credits will reversed back to the Standard Rates Card issued at that time the last order was taken unless the full term of the agreement has passed;
4.2 Notice required or permitted to be given by either party under these terms shall be in writing to the other party at its registered office or principal contact address;
4.3 Either party may terminate the contract immediately by giving written notice to the other if the other commits any material breach of these terms or in the case of a breach which is capable of remedy where such breach is not remedied to the reasonable satisfaction of the requesting party within 30 days after being required by the other by a written notice to do so, or immediately if the other becomes bankrupt, goes into liquidation, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed becomes unable to pay its creditors as they fall due, or has a winding up petition issued against it;
4.4 Where the contract is terminated by LICENCECHECK in the circumstances set out in clause 4.3 all credit not Spent, used or ordered under any agreement with the Company within a 12 months period from the date of order, will be forfeited or will be charged at the Matrix Price available at the time the order was placed and will become payable in full with immediate effect.
5. INFORMATION AND ACCESS
5.1 The Client takes full responsibility for informing all Drivers that failure to complete a Mandate will not breach their contract of employment or result in disciplinary action, and that any information obtained from our “Agent” will only be used for the purpose of verifying their driving licence details, credentials and data matching personal information held on the clients personnel records (if applicable) of the company or any records held in the company database;
5.2 The Company will only carry out DLVS for Drivers who have properly completed a Driver Mandate which contains an original signature of the licence holder and who have given their full consent to the Client and or the Company;
5.4 The Client agrees to:
5.4.1 Indemnify the Company, and any supplier of the Company in connection with the DLVS, against loss or damage resulting from the Client’s failure to obtain any individual’s consent in accordance with clause 5.2 above; and
5.4.2 The Client must inform the Company as soon as any Driver withdraws their consent to be to the DLVS service or no longer is employed by the Client or under the control of the Client;
5.5 The Company shall have no liability for any loss arising from negligence, breach of contract or otherwise, arising from any Supplied Content or instructions supplied by the Client. This applies in all cases whether incomplete, inaccurate, incorrect, illegible, out of sequence or wrong content or information is supplied, for the arrival or non-arrival, or any other fault of the Client. In all cases the Standard Rates Card price will be charge for any circumstance affected by the above.
6. CONFIDENTIALITY
6.1 The Client shall not reproduce or adapt the Mandate and Materials of the Company for any purpose and the Client acknowledges that the Intellectual Property Rights in the Mandate and Materials supplied or issued by the Company lays with LICENCECHECK or our Agent only and no other party.
7. FORCE MAJEURE
7.1 For the purpose of this agreement “Force Majeure” means anything which prevents either the Client, or the Company, Agent(s) or subcontractors of the Company from carrying out their obligations under this agreement. This could arise from or be attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented including without limitation strikes, lock-outs or other industrial dispute, unavailability of third party services, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or fault of the Company or subcontractors;
7.2 If either the Client or the Company, Agent(s) or subcontractors of the Company are prevented or delayed in the delivery of any of its obligations under this agreement by Force Majeure, that party shall forthwith serve notice in writing on the other party specifying the circumstances giving rise to Force Majeure, and shall be subject to service of such notice have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events during the continuation of such events, and for such time after they cease as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations;
7.3 The party claiming to be prevented or delayed in the performance of any of its obligations under this agreement by reason of Force Majeure shall use reasonable endeavours without hereby being obliged to incur any expenditure to bring the Force Majeure event to a close or to find a solution by which the agreement may be performed despite the continuance of the Force Majeure event.
8. NOTICES
8.1 These terms constitute the agreement between the Client and the Company, superseding any previous agreement or understanding and any variation from these terms can only be made following an application and agreement in writing between all parties. All other terms, expressed or implied by statute or otherwise, are excluded to the fullest extent permitted by law;
8.2 The Company shall provide the DLVS to the Client subject to these terms and conditions. Any changes to these terms and conditions of the DLVS must be agreed in writing by the Company and the Client;
8.3 No delay or failure by either the Company or the Client in exercising any of its rights under the Contract shall be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
9. LIABILITY
9.1 The Company will not accept liability for loss or damage to any supplied content. All materials shall be at the sole risk of the Client from the time of delivery or to the order of the Client;
9.2 Save in circumstances where the Company inaccurately or negligently aggregates data supplied to it by its Agent in which circumstances the aggregate liability of the Company to the Client shall in no circumstances exceed £1 million in respect of any claim or set of claims arising out of the same set of circumstances. The Company will not be liable for any error or omission found in the Company database or documentation provided or accessed by the Client by any means, which include reports or otherwise, marketing materials, or such as, but not exclusively; brochures, quotations, mandates or other material relating to the supply of the DLVS. The Company shall correct where possible any typographical or other errors or omissions in any materials relating to the specified service without any liability to the Client;
9.3 The Company shall have no liability to the Client for any data supplied by our Agent or loss whatsoever arising from negligence, breach of contract or otherwise, arising from any supplied content or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, or out of sequence or arising from their arrival or non-arrival, or any other fault of the Client;
9.4 Except in respect of personal injury or death caused by the Company negligence, or as expressly provided in these terms, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its representatives or otherwise) which arise out of or in connection with the provision of the DLVS (including any delay in providing or failure to provide the DLVS) or their use by the Client and the entire liability of the Company under or in connection with the contract shall not exceed the amount of the Company’s charges for the provisions of the DLVS, except as expressly provided in these terms and conditions;
9.5 Should there be any delay or failure in performing any of the Company’s obligations in relation to the DLVS, if the delay or failure was due to any cause beyond the Company’s reasonable control, the Company shall not be liable to the Client or be deemed to be in breach of the Contract.
10. RIGHTS OF THIRD PARTIES
10.1 A person who is not a party to the Contract shall not have any rights under or in connection with it.
11. SUBCONTRACTING
11 .1 The Company confirms that where Papers, information, (verbal or written) are supplied by a third party or Agent in connection with the provision of the DLVS, the Company does not give any warranty, guarantee or other term as to the accuracy of such information but shall, where possible, assign to the benefit of any warranty, guarantee or indemnity given by the person or organisation supplying Agent the service to the Company.
12. NO PARTNERSHIP OR AGENCY
12.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
13. ASSIGNMENT
13.1 The Client shall not, without the prior written consent of LICENCECHECK, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
14. APPLICABLE LAW AND JURISDICTION
14.1 English law shall apply to the Contract, and all parties agree to submit to the non-exclusive jurisdiction of the English courts;
14.2 If any provision of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected.
15. INTELLECTUAL PROPERTY RIGHTS
15.1 As between the Client, all Intellectual Property Right(s), and all other rights in DVLS shall be owned by the Company or our Agent.
16. DATA PROTECTION
16.1 The Client acknowledges and agrees that the details, name, address of directors or business owners payment record may be submitted to a credit reference agency;
16.2 All Driver information submitted to the Company either on its website or any other means will be used to verify the driver records as held by the DVLA during the period of the Driver Mandate life cycle of no less than 36 months providing the Driver remains in the employ of the Client to our knowledge.
