defaqto.com terms and conditions
1. TERMS & CONDITIONS
1.1 You are reading a legal document which is the agreement between you, the User, and us. A “User”, “you”, and “your” all mean the human individual who is reading these terms and conditions or accessing the Website - and if that human individual is accessing the Website on behalf of a business, they mean that human individual and that business jointly and severally.
1.2 We are Defaqto Limited, Company No 02870220 registered in England with our registered office at Financial Research Centre, Pegasus Way, Haddenham, Aylesbury, Buckinghamshire, HP17 8LJ, United Kingdom (and we refer to ourselves as "Defaqto", “we” or “us” or “our” in this document). We own and operate this Website on our own behalf including as a portal to certain Contracted Services offered by us.
1.3 Please read this agreement carefully. By accessing or using this Website or by using any facilities or services made available through it, you are agreeing to the terms and conditions that appear below (all of which are called the “Agreement”). This Agreement is made between you and us.
1.4 These Terms and Conditions were most recently updated on 13th May 2014.
2. DEFINITIONS
2.1 In this Agreement, unless the context otherwise requires:
2.1.1 “Adviser” means a person who has registered with us as a financial adviser who is registered with the Financial Conduct Authority.
2.1.2 “Contracted Service” means a service supplied by us including but not limited to Defaqto Matrix and Defaqto Engage or any other service that may be supplied to you under a separate contract between you and us or a corporate, network or membership body (that includes you) and us and may (possibly among other means) be accessed via the Website (acting as a portal to that service).
2.1.3 “Defaqto Rating” is defined in Clause 5.1.
2.1.4 “Financial Party” means an Adviser and/or a Provider (as applicable).
2.1.5 “Information” means information and content which is not part of a Contracted Service and which is:
2.1.5.1 held on the Website; or
2.1.5.2 aaccessible via the Website: (i) on our systems behind the Website; (ii) on other websites; or (iii) through or from third party providers.
2.1.6 “Product” means any financial service, product, policy or contract, in any preceding case, details of which may be available to view on the Website.
2.1.7 “Provider” means the provider of any Product.
2.1.8 “Registered User” means a User who has registered their details with us for the use of the limited-access areas of the Website (subject to their status as a consumer User or a Financial Party).
2.1.9 "Service" means all or any of the services (including the provision of Information) provided by us via the Website (or via other electronic communication from Defaqto); but not any Contracted Service.
2.1.10 "Software" means any proprietary software utilised by us to enable use of the Website.
2.1.11 “User” is defined in Clause 1.1 but you should note that a User may also be a Financial Party as well as a consumer.
2.1.12 “Website” means the defaqto.com website but excluding any elements of a Contracted Service.
2.2 We reserve the right to amend these terms and conditions at any time. All amendments to these terms and conditions will be posted on-line. You may terminate this Agreement by written notice to us (by post or by email at customersupport@defaqto.com) if you do not wish to be bound by such new terms and conditions. However, continued use of the Website will be deemed to constitute acceptance of the new terms and conditions.
3. PROVISION OF THE WEBSITE GENERALLY
Please be aware that nothing on the Website is, or shall be deemed to constitute, financial, investment or other advice or a recommendation or endorsement by us in respect of any product or service referred to on the Website. Information on this Website is provided for general information purposes only, should not be relied upon by you and is provided so that you can select the product or service that you feel is most appropriate to meet your needs. You should always check the suitability, adequacy and appropriateness of the product or service that is of interest to you and it is your sole decision whether to obtain or refrain from obtaining any product or service. If you are in any doubt as to the suitability, adequacy or appropriateness of any product or service referred to on this Website, we suggest that you seek independent professional advice before you obtain any product or service via this Website.
3.1 Applicability of terms and conditions: Use of the Website is each subject to the terms and conditions set out in this Agreement.
3.2 Age: To use the Website (whether with or without registration) you must be 18 years of age or over.
3.3 Place: The Website, and Information contained therein, are directed solely at those who access the Website from the United Kingdom. We make no representation that the Website (or any goods/products or services referred to on the Website or in other electronic communications) are available or otherwise suitable for use outside of the United Kingdom. If you choose to access the Website from locations outside the United Kingdom, you do so on your own initiative and are responsible for the consequences and for compliance with all applicable laws.
3.4 Scope: Other than to access a Contracted Service, you may only access the Website as a consumer and only for your personal finance purposes. If you wish to use information
from the Website for any other purpose, please contact us using the contact number on the Website and we will be happy to discuss this with you. For the avoidance of doubt, scraping of our Website is not allowed.
3.5 Prevention on use: We reserve the right to prevent you using the Website (or any part of it).
3.6 Equipment: Use of the Website does not include the provision of a computer or other necessary equipment to access it. To use the Website, you will require Internet connectivity and appropriate telecommunication links. We shall not be liable for any telephone costs, telecommunications costs or other costs that you may incur.
3.7 Registration: You do not need to register to use a small proportion of the functionality of the Website. Registration for the Website may give you access to more of the functionality of the Website. We reserve the right to decline a new registration or cancel registration at any time.
Rules about use of the Website
3.8 We will use our reasonable endeavours to correct any errors or omissions as soon as practicable after being notified of them. However, we do not guarantee that the Website will be free of faults and we do not accept liability for any errors or omissions. In the event of a fault in the Website, you should report it by email to: customersupport@defaqto.com
Please be aware that nothing on the Website is, or shall be deemed to constitute, financial, investment or other advice or a recommendation or endorsement by us in respect of any product or service referred to on the Website. Information on this Website is provided for general information purposes only, should not be relied upon by you and is provided so that you can select the product or service that you feel is most appropriate to meet your needs. You should always check the suitability, adequacy and appropriateness of the product or service that is of interest to you and it is your sole decision whether to obtain or refrain from obtaining any product or service. If you are in any doubt as to the suitability, adequacy or appropriateness of any product or service referred to on this Website, we suggest that you seek independent professional advice before you obtain any product or service via this Website.
3.9 We do not warrant that your use of the Website will be uninterrupted and we do not warrant that any information (or messages) transmitted via the Website will be transmitted accurately, reliably, in a timely manner or at all.
3.10 We do not give any warranty that the Website is free from viruses or anything else which may have a harmful effect on any technology.
3.11 Also, although we will try to allow uninterrupted access to the Website, access to the Website may be suspended, restricted or terminated at any time.
3.12 We reserve the right to change, modify, substitute, suspend or remove without notice any information or service on the Website from time to time. Your access to the Website may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can.
3.13 We assume no responsibility for the content or services of any other websites or services to or from which the Website has links.
3.14 We assume no responsibility for functionality which is dependent on your browser or other third party software to operate (including, without limitation, RSS feeds).
3.15 We may at any time withdraw or block any information, including information on specific products, from the Website.
3.16 We reserve the right to block access to and/or to edit or remove any material which in our reasonable opinion may give rise to a breach of this Agreement.
Breaking the rules
3.17 If you use (or anyone other than you, with your permission uses) the Website in contravention of this Agreement, we may suspend your use of the Website (in whole or in part).
3.18 If we suspend the Website or access to it, we may refuse to restore it until we receive an assurance from you, in a form we deem acceptable, that there will be no further breach of the provisions of this Agreement.
3.19 If you break (or anyone other than you, with your connivance breaks) any of the rules in Clause 3, 5, 7 or 8, there may be a degradation in the quality and accuracy of information relating to goods/products, services, prices and/or other information obtained via the Website, and we are not responsible for such degradation.
Your statutory rights
3.20 As a consumer, nothing in this Agreement affects your non-excludable statutory rights.
4. THE SERVICE
4.1 A User, with or without registration, will have access to particular financial guides and may have access to search tools for Products.
4.2 If you register with us for the Website, then the Website may offer additional tools which may allow Registered Users to:
4.2.1 receive alerts on Products which that Registered User wants to track; and
4.2.2 have access to a forum on the Website where Registered Users can post messages visible to other Users on the Website, allowing other Registered Users to ask specific questions of other Registered Users, and allowing other Registered Users to respond.
5. DEFAQTO RATING
5.1 A Defaqto Star Rating, Risk Rating, Diamond Rating or any other Defaqto Rating or risk mapping (all being a “Defaqto Rating”) relate to a Product, Fund or family of Funds.
5.2 The Defaqto Rating is licensed to you by us only provided you are a consumer and then always subject to the terms of this Clause 5. You are permitted to use the Defaqto Rating in relation to a Product, subject to all of the following:
5.2.1 Your use of the Defaqto Rating is for your own internal, personal, private, non-commercial use only. If you would like to use the Defaqto Rating for any commercial or business purpose (whether for a fee or not), any such use by you is first subject to you obtaining an appropriate commercial licence from us.
5.2.2 You must not use, copy, reproduce, republish, post, broadcast or transmit the Defaqto Rating for any purpose other than under Clause 5.2.1 above unless you have express prior written consent from us. This includes not reproducing or storing the Defaqto Rating in any website or in any public or private electronic retrieval system or service.
5.2.3 When anyone sees the Defaqto Rating through your use of it, you shall be fully responsible for ensuring that any such person is made fully aware of and receives the terms of this Clause 5. You must clearly and prominently display these terms in full next to any display of the Defaqto Rating. Where the space is limited by the Defaqto Rating, there must be the following clear and prominent statement, with the terms of this Clause 5 being in an easily accessible place (such as through a working hyperlink) from this statement: “All use of Defaqto Ratings is subject to licensed terms. To read in full, follow this link.”
5.2.4 You must not disclose the Defaqto Rating to anyone whom you know or should reasonably suspect is breaching or will breach the terms of this Clause 5.
5.2.5 The Defaqto Rating is based on the opinion of Defaqto Limited following their own confidential methodology. No warranty is made by us or Defaqto Limited to any user in relation to the Defaqto Rating, and each end user is responsible for making its own investigations as to the Product and other services, products, policies and contracts.
6. PAYMENT
6.1 We reserve the right to charge you for certain services or impose charges for use of aspects of the Website that were previously free. Please note that you will always be clearly notified of any applicable charges before any such services can be selected or before any charges are levied. It follows that we do not, for the moment, request or retain or have access to any details of your credit cards and/or debit cards. In the event we charge for services in the future, we will then ask you for such details.
6.2 If you owe money to any person (including a Financial Party) you are responsible for transmitting all payments due to that person on the terms agreed with that person and we shall have no responsibility for transmission of payments to such a person. You should note that such persons may require details of your credit cards and/or debit cards; however, we do not take or keep such records (except in a case where, in the future, we would charge you for services, as detailed in Clauses 6.1).
7. YOUR OBLIGATIONS
7.1 You warrant that all information provided on registration for the Website and during the course of this Agreement is true, complete and accurate and that you will promptly inform us of any changes to such information by updating the details in the Account Settings section of the Website.
7.2 You warrant that all data submitted by you to the Website, whether in the registration process or in the upload of any documentation, is free from viruses and anything else which may have a contaminating or destructive effect on any part of the Website or other technology.
7.3 With the exclusion of the Defaqto Ratings (as to which the provisions in Clause 5 will apply), and other than to access a Contracted Service, the Website is permitted for use in your own legitimate, personal finance purposes as a consumer only.
7.4 A Financial Party may have their own applicable terms and conditions, in relation to their own supply of their goods/products and services, and you agree to (and shall) abide by those terms and conditions. The responsibility to do so is yours alone and you must only use any functionality offered by the Website that does not put you in breach of those terms and conditions. You must also only use any functionality offered by the Website in such a manner that it does not put you in breach of those terms and conditions.
7.5 Without limitation, you undertake not to use or permit anyone else to use the Website:
7.5.1 to send or receive any material which is not civil or tasteful;
7.5.2 to send or receive any material which is grossly offensive, of an indecent, obscene or menacing character, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, copyright, rights of personality, publicity or privacy or any other third party rights;
7.5.3 to cause annoyance, inconvenience or needless anxiety;
7.5.4 to intercept or attempt to intercept any communications transmitted by way of a telecommunications system;
7.5.5 for a purpose other than which we have designed them or intended them to be used;
7.5.6 for any fraudulent purpose;
7.5.7 other than in conformance with accepted internet practices and practices of any connected networks; or
7.5.8 in any way which is calculated to incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity.
7.6 The following uses of the Website are expressly prohibited and you undertake not to do (or to permit anyone else to do) any of the following:
7.6.1 resale of the Website, or any element of it, without our prior written consent;
7.6.2 furnishing false data including false names, addresses and contact details and fraudulent use of credit/debit card numbers;
7.6.3 attempting to circumvent our security or network including accessing data not intended for you, logging into a server or account you are not expressly authorised to access, or probing the security of other networks (such as running a port scan);
7.6.4 accessing the Website in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;
7.6.5 executing any form of network monitoring which will intercept data not intended for you;
7.6.6 sending unsolicited mail messages, including the sending of "junk mail" or other advertising material to individuals who did not specifically request such material. You are explicitly prohibited from sending unsolicited bulk mail messages. This includes bulk mailing of commercial advertising, promotional, or informational announcements, and political or religious tracts. Such material may only be sent to those who have explicitly requested it. If a recipient asks to stop receiving email of this nature, you may not send that person any further email;
7.6.7 creating or forwarding "chain letters" or other "pyramid schemes" of any type, whether or not the recipient wishes to receive such mailings;
7.6.8 sending malicious email, including flooding a user or site with very large or numerous emails;
7.6.9 entering into fraudulent interactions or transactions with us, with Financial Parties or with any User (which shall include entering into interactions or transactions purportedly on behalf of a third party where you have no authority to bind that third party or you are pretending to be a third party);
7.6.10 using the Website (or any relevant functionality of it) in such a manner as to breach a Financial Party’s terms and conditions of use to which you may be bound by contract or otherwise;
7.6.11 using the Website (or any relevant functionality of either of it) in breach of this Agreement; and
7.6.12 unauthorised use, or forging, of mail header information.
8. REGISTRATION
8.1 If you register for the Website, you may be able to access more of the functionality of the it as detailed in Clause 4.2 above.
8.2 To register for the Website you need to supply us with your name, postcode and email address and possibly some other personal information. See our Privacy Policy here for more details about this.
8.3 Once you register for the Website, we will allocate a password to you to enable you to better use the Website. You must keep the password confidential and immediately notify us if any unauthorised third party becomes aware of that password or if there is any unauthorised use of your email address or any breach of security known to you. You agree that any person to whom your user name or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) the Website. Please note that you are entirely responsible if you do not maintain the confidentiality of your password.
8.4 Upon registration you will be sent an email requesting that your email address be validated, activating your account for future use. The email will contain instructions on how to do this.
Sign-up for information
8.5 Whether or not you register for the use of the Website, you have the option on the Website to sign up to receive information emails (such as newsletters, information on offers etc). We need your email address for this. If you are already registered for use of the Website, we will already have this; if not (and you do not wish to register for use of the Website), then you will need to supply us with your email address (only).
8.6 We may personalise your experience of the Website based on your preferences, such as which information emails you have chosen to receive (and the content of those emails).
8.7 We will always give you the option to unsubscribe from receiving any information emails.
General registration rules
8.8 All registration accounts (and all email addresses supplied to receive information emails) must be registered with a valid personal email address that you access regularly, so that, among other things, administration emails can be sent to you. Any registration accounts (or email addresses supplied to receive information emails) which have been registered with someone else's email address, or with temporary email addresses may be closed without notice. We may require users to re-validate their registration accounts (or email addresses supplied to receive information emails) if we believe they have been using an invalid email address.
8.9 We reserve the right to close registration accounts (and shut down receipt of information emails) if any User is seen to be using proxy IPs (Internet Protocol addresses) in order to attempt to hide the use of multiple registration accounts, or if a non-UK user pretends to be a UK User, or disrupts the Website in any way.
8.10 If you use multiple logins for the purpose of disrupting a community or annoying other Users, you may have action taken against all of your accounts (and email addresses that we hold for you).
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All intellectual property rights (including all copyright, database rights, patents, trade marks, service marks, trade names, designs (including the "look and feel" and other visual or non-literal elements) whether registered or unregistered) in the Website, (subject to Clause 9.4) information content on the Website or accessed via the Website any database operated by us, Software and all the Website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and Software (including applets and scripts) shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights are reserved.
9.2 None of the material listed in Clause 9.1 may be reproduced or redistributed without our prior written permission. You may, however, retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not on any server or other storage device connected to a network), provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website without our permission.
9.3 All rights (including goodwill and, where relevant, trade marks) in the Defaqto and Defaqto.com name are owned by us (or our licensors). Other product and company names mentioned on the Website are the trade marks or registered trade marks of their respective owners.
9.4 Title, ownership rights and intellectual property rights in and to the content accessed using the Website is the property of the applicable content owner or Provider and may be protected by applicable copyright or other law. The Agreement gives you no rights to such content.
9.5 Subject to Clauses 9.6 and 9.7:
9.5.1 you retain ownership of any proprietary data or proprietary information you submit to the Website or otherwise to us; and
9.5.2 for anything which you supply to us from whatever source (i.e. via email, the Website or otherwise) (including, without limitation, testimonials about us) you grant us a royalty-free, perpetual, irrevocable, non-exclusive right to use, copy, modify, adapt, translate, publish and distribute world-wide any such material – although this will not apply to any messages you send to us by way of private correspondence if they are not: (i) testimonials; or (ii) comments for posting. Please note that, for the avoidance of doubt, other than for a Financial Party whom you have expressly authorised, we will not give details of your actions on the Website to anyone in a form where they are linked to you personally in any way at all – any data or statistics we give out about actions on the Website are always anonymised. We will also only give details of your Wallet or Vault to a Financial Party, or indeed of your actions on the Website in a way which is linked to you personally, if you have separately, specifically and expressly authorised such giving to a particular Financial Party.
9.6 We expressly reserve the rights to use, copy, modify, adapt, translate, publish and distribute world-wide any testimonials you may provide to us about the Website or us and we may use your first name and general location appended to the testimonial.
9.7 All comments, suggestions, ideas, notes, drawings, concepts or other information: (i) disclosed or offered to us by you; or (ii) in response to solicitations by us regarding the Website; (in each foregoing case, these are called “Ideas”) shall be deemed to be and shall remain our property and you hereby assign by way of present and future assignment all intellectual property rights in Ideas, to us. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied, by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.
9.8 We (or our licensors) grant you a non-exclusive, revocable, non-transferable licence to use the Software through the Website. Using the Website and our Software allows you to obtain Information. When you use the Website, you may cause our Software to send a request to the third party providers for information regarding goods/products and/or services. You acknowledge and agree that when you access and collect Information from the third party sites using our Software, you do so on your own behalf and that you have not appointed us to act as your agent. We simply make our Website and Software available to you by which you may access such Information.
10. TERMINATION
10.1 We shall be entitled immediately or at any time (in whole or in part) to: i) suspend the Website; ii) suspend your use of the Website; iii) suspend the use of the Website for persons we believe to be connected (in whatever manner) to you; and/or iv) terminate this Agreement immediately if:
10.1.1 you commit any breach of these terms;
10.1.2 we suspect, on reasonable grounds, that you have, might or will commit a breach of these terms; or
10.1.3 we suspect, on reasonable grounds, that you may have committed or be committing any fraud against us, any Financial Party, or any person.
10.2 Our right to terminate this Agreement shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
11. INDEMNITY
11.1 You shall indemnify us against each loss, liability or cost incurred by us arising out of:
11.1.1 any claims or legal proceedings arising from your use of the Website or use of the Website through your password, which are brought or threatened against us by any person; or
11.1.2 any claims or legal proceedings arising from your use of any Contracted Service accessed via the Website; or
11.1.3 any breach of this Agreement by you.
12. STANDARD OF SERVICE AND LIMITATION OF LIABILITY
12.1 For the avoidance of doubt, this Clause 12 does not apply in respect of a Contracted Service (and the contract in respect of the Contracted Service will set out the standard of service and limits, and exclusions of liability, in respect of the Contracted Service element).
12.2 In performing any obligation under this Agreement, our only duty is to exercise reasonable care and skill and we warrant that we use such reasonable care and skill.
12.3 This Clause 12 prevails over all other Clauses and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:
12.3.1 the performance, non-performance, purported performance or delay in performance of this Agreement or the Website (or any part of it or them); or
12.3.2 otherwise in relation to this Agreement or the entering into or performance of this Agreement.
12.4 Nothing in this Agreement shall exclude or limit our Liability for (i) the tort of deceit; (ii) death or personal injury caused by our Breach of Duty; (iii) any breach of the obligations implied by s.12 Sale of Goods Act 1979 or s.2 Supply of Goods and Services Act 1982; or (iv) any other Liability which cannot be excluded or limited by applicable law (including, without limitation, liability pursuant to Clause 3.20).
12.5 We do not warrant and we exclude all Liability in respect of the accuracy, completeness, fitness for purpose or legality of any Information accessed using the Website or otherwise. In short, a User must independently check the reliability of any Information; we are not responsible for it and by this Clause 12.5, we disclaim all responsibility for it (subject always to Clause 12.4);
12.6 We exclude all Liability of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature (subject always to Clause 12.4).
12.7 We do not monitor, verify or endorse information submitted by us or third party providers for inclusion on the Website, and you should be aware that such information (and Information generally) may be inaccurate, incomplete or out of date. In particular, we do not monitor, verify or endorse the information or quotations collected from Financial Parties as presented to you on the Website. To the extent permitted by applicable law, we disclaim all conditions, warranties, terms and representations (whether express or implied) as to the accuracy of any Information (subject always to Clause 12.4).
12.8 Without limitation to anything else in this Clause 12, some areas of the Website will provide you with access to third party sites who will host reviews about some Products. In some instances you may also be able to access user reviews directly on the Website. Regardless of whether you are transferred to a third party’s site or read a user review on the Website, the views expressed therein do not represent the views of us or any of our associated companies and we are not responsible for the accuracy of any such views or expressions.
12.9 You may be able to apply for and buy a number of Products by entering into a contract with a Financial Party via the Website or using the functionality of the Website. Please be aware that the Products that appear on the Website are not provided by us and are provided by third parties over whom we do not have control. You should always satisfy yourself:
12.9.1 that you are contracting with a person who is whom they claim to be (and you may, for example, want to telephone them to verify this); and
12.9.2 that you wish to purchase those Products before contracting with the third parties. We accept no liability for any Products provided by third party providers. The third party providers will be supplying Products on their own standard terms and conditions and you should check that you agree to those terms and conditions before making an application for any Product.
12.10 Due to the nature of electronic transmission of data over the internet, any Liability we may have for any losses or claims arising from an inability to access the Website, or from any use of the Website, or reliance on the data transmitted using the Website, is excluded to the extent permitted by applicable law.
12.11 We do not warrant that use of any functionality of the Website complies with any Financial Party’s terms and conditions and we exclude all Liability in respect of your use of any functionality of the Website which may put you in breach of those terms and conditions (subject always to Clause 12.4).
12.12 Save as provided in Clause 12.4, but subject to Clause 12.13, we do not accept and hereby exclude any Liability for loss of or damage to your (or any person’s) tangible property other than that caused by our Breach of Duty.
12.13 Save as provided in Clause 12.4, but subject to Clauses 12.12 and 12.15, our Liability for loss of or damage to your (or another person’s) tangible property caused by us, our employees, subcontractors or agents acting within the course of their employment during the performance of this Agreement, shall not exceed £10. Neither corruption of data nor loss of data shall constitute physical damage to property for the purposes of this Clause 12.13.
12.14 Save as provided in Clauses 12.4 and 12.12, we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this Agreement.
12.15 Save as provided in Clause 12.4, we shall have no Liability for:
12.15.1 loss of revenue;
12.15.2 loss of actual or anticipated profits;
12.15.3 loss of contracts;
12.15.4 loss of the use of money;
12.15.5 loss of anticipated savings;
12.15.6 loss of business;
12.15.7 loss of opportunity;
12.15.8 loss of goodwill;
12.15.9 loss of reputation;
12.15.10 loss of, damage to or corruption of data; or
12.15.11 any indirect or consequential loss;
and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of doubt, Clauses 12.15.1 to 12.15.10 apply whether such losses are direct, indirect, consequential or otherwise.
12.16 Save as provided in Clause 12.4, our total Liability to you or any third party shall in no circumstances exceed, in aggregate, a sum equal to the greater of: a) £10; or b) 110% of any aggregate amount paid by you to us in the 12 months preceding any cause of action arising.
12.17 The limitation of Liability under Clause 12.16 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.
12.18 In this Clause 12:
12.18.1 “Liability” means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including, without limitation, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to “this Agreement” shall be deemed to include any collateral contract); and
12.18.2 “Breach of Duty” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
13. Not used.
14. DATA PROTECTION
14.1 Please see our Privacy Policy here which forms part of this Agreement.
14.2 Online affiliate networks with whom we may have a contract, may track traffic going through the Website (some of which traffic they may pay us for). Our Privacy Policy explains this more fully.
15. ADVERTISEMENTS
15.1 We may place advertisements in different locations on the Website. These locations and points may change from time to time – but we will always clearly mark which goods/products and services are advertisements (i.e. from persons other than us), so that it is clear to you which goods/products and services are provided on an objective basis and which are not (i.e. the advertisements).
15.2 You are free to select or click on advertised goods/products and services or not as you see fit.
15.3 Any advertisements may be delivered on our behalf by a third party advertising company or affiliate network.
15.4 No personal data (for example your name, address, email address or telephone number) will be used during the course of serving our advertising, but, on our behalf, a third-party advertiser or affiliate may place or recognise a unique "cookie" on your browser (see our Privacy Policy here about this). This cookie will not collect personal data about you nor is it linked to any personal data about you. If you would like more information about this practice and to know your choices about not having this information used by any company, see our Privacy Policy here about this which you can click on for more information.
16. FOR FINANCIAL PARTIES
16.1 Financial Parties should be aware that they are bound by all of the terms of this Agreement, which applies to everything outside the ambit of any Contracted Service.
16.2 A contract for a Contracted Service will always apply in addition to the relevant terms of this Agreement, although the subject matter of each is intended to be (and should be) mutually exclusive.
17. GENERAL
17.1 Interpretation: In this Agreement:
17.1.1 words denoting persons includes natural persons, partnerships, limited liability partnerships, bodies corporate and unincorporated associations of persons;
17.1.2 references to Clauses are to the clauses of this Agreement;
17.1.3 clause headings are purely for ease of reference and do not form part of or affect the interpretation of this Agreement; and
17.1.4 references to “include” and “including” shall be deemed to mean respectively “include(s) without limitation” and “including without limitation”.
17.2 No partnership/agency: Nothing in this Agreement shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
17.3 No other terms: Except as expressly stated in this Agreement, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
17.4 Modification: We may modify this Agreement at any time. Your continued use of the Website represents your acceptance of such modifications.
17.5 Assignment: You may not assign or delegate or otherwise deal with all or any of your rights or obligations under this Agreement. We shall have the right to assign or otherwise delegate all or any of our rights or obligations under this Agreement to any person.
17.6 Force majeure: We shall not be liable for any breach of our obligations under this Agreement where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control, including by lightning, fire, flood, extremely severe weather, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law, accident (or by any damage caused by any of such events).
17.7 Entire agreement: This Agreement (and our Privacy Policy) contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform this Agreement) and that party’s only remedies shall be for breach of contract as provided in this Agreement. However, the Website is provided to you under our operating rules, policies, and procedures as published from time to time on the Website.
17.8 No waiver: No waiver by us of any default of yours under this Agreement shall operate or be construed as a waiver by us of any future defaults, whether or a like or different character. No granting of time or other forbearance or indulgence by us to you shall in any way release, discharge or otherwise affect your liability under this Agreement.
17.9 Severability: If any provision of this Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this agreement shall not be affected.
17.10 Notices: Unless otherwise stated within this Agreement, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) sent by fax or pre-paid post; if to the User then at the address supplied to defaqto.com; or if to defaqto.com then at its address as specified on the Website.
17.11 No third party rights: Unless expressly provided in this agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
17.12 Survival: The provisions of Clauses 1, 2, 3, 4, 5, 7, 9, 10, 11, 12, 16 and 17, together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of the Agreement.
17.13 Governing law: This Agreement (and all non-contractual relationships between you and us) shall be governed by and construed in accordance with English law and both parties hereby submit to the exclusive jurisdiction of the courts of England.
18. TRANSFER OF DEFAQTO.COM
18.1 If our business is transferred to another provider for any reason, we may transfer to the new provider any information which we have obtained from you in connection with your use of the Website, providing the new provider undertakes (in terms which are enforceable by you) to hold the same in accordance with the Privacy Policy.
19. WHO WE ARE – SO YOU DON’T FORGET!
19.1 The Website is owned and operated by Defaqto Limited, a company registered in England and Wales whose registered office is at Financial Research Centre, Pegasus Way, Haddenham, Aylesbury, Buckinghamshire, HP17 8LJ, United Kingdom. If you have any queries please contact Customer Support by email at customersupport@defaqto.com