Terms & Conditions

A reference to legislation or a legislative provision:

is a reference to it as amended, extended or re-enacted from time to time; and

shall include all subordinate legislation made from time to time under that legislation or legislative provision.

Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

A reference to writing or written includes email but not fax.

The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Any quotation or proposal given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

The Supplier shall supply the Services to the Customer in accordance with the Proposal in all material respects.

The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

The Supplier reserves the right to amend the Proposal if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

Where the Customer's Plan includes the provision of Leads, the Supplier shall make Leads available to the Customer in accordance with the Plan and the Order. The Supplier does not warrant that any Lead will result in a sale, appointment or other outcome, or that any Lead will be of any particular quality or value.

Where the Customer's Plan is charged on a pay-per-lead basis (as set out in the Order), and the Customer wishes to query or dispute a Lead (including on the ground that it is invalid, duplicated or materially not as described), the Customer must raise the query with the Supplier's support team by email to support@compareit.co.uk (or via compareit.co.uk) promptly and in any event within five (5) Business Days of the Lead being made available to the Customer. A Lead that is not queried within that period shall be treated as accepted by the Customer and the Charge for that Lead shall be payable.

The Supplier shall review any query raised under the preceding clause in good faith and, where it is satisfied that a Lead is invalid, shall either not charge for that Lead or credit the Customer with any Charge already raised for it. Save as set out in this clause 3, all Leads made available to the Customer are chargeable in accordance with clause 5.

Reviews and third-party content. As part of the Services, the Supplier may display, aggregate or link to reviews, ratings, profiles and other content relating to the Customer or to third parties that is sourced from third-party platforms (including Google, Trustpilot and Glassdoor). Such content, together with any links or URLs to it, originates from those third parties and not from the Supplier.

The Supplier does not warrant or guarantee the accuracy, completeness or currency of any such third-party content or links, including whether any review or profile URL is correct, and the Supplier shall not be liable to the Customer for any error, inaccuracy, omission or out-of-date information in third-party content or links, or for any third-party content that is unavailable, changed or removed by the relevant third-party platform.

If the Customer considers that any third-party content or link displayed as part of the Services is incorrect, the Customer may request a change or correction using the options available within the Supplier's platform. The Supplier shall use reasonable endeavours to review and, where appropriate, action valid requests, but the Supplier is not responsible for content that is controlled by, or for any correction that can only be made on, the relevant third-party platform.

The Customer shall:

ensure that the terms of the Order are complete and accurate;

co-operate with the Supplier in all matters relating to the Services;

provide the Supplier with access to such of the Customer's systems, accounts and information as the Supplier may reasonably require in connection with the Services;

provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

provide any information reasonably necessary to set up and configure the Customer's account for the Services;

obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

keep secure any access credentials, software, documents and other materials that the Supplier makes available to the Customer (Supplier Materials), use the Supplier Materials only in accordance with the Contract, and not make them available to any third party without the Supplier's written consent; and

comply with any additional obligations as set out in the Proposal.

If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and

the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

The Charges for the Services shall be calculated:

in accordance with the Supplier's fee rates, as set out in Order; and

including any additional charges for the Services set out in the Order.

The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.

The Supplier shall invoice the Customer in arrears on the earlier of:

completion of the Services; or

the end of a calendar month for all Charges incurred during that month.

The Customer shall pay each invoice submitted by the Supplier:

within 14 days of the date of the invoice; and

in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 8, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

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

The basis on which the Charges are invoiced depends on the Plan selected by the Customer, as set out in the Order. Notwithstanding clause 5.3:

for the Compare Monitor Plan, the Charges are invoiced annually in advance, and the Supplier shall invoice the Customer for the full annual Charge on or before the Commencement Date and on or before each anniversary of the Commencement Date in respect of the following 12-month period;

for the Showcase, Growth and Verified Plans, the recurring subscription Charges are invoiced monthly in arrears, and the Supplier shall invoice the Customer at the end of each calendar month; and

where the Customer's Plan is charged on a pay-per-lead basis, the Charge for each Lead made available to the Customer during a calendar month is invoiced monthly in arrears at the end of that month, in addition to any subscription Charge; and where the Customer's Plan includes Leads at no additional charge, no separate per-Lead Charge is payable.

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.

The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1million per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Nothing in this clause 7 shall limit the Customer's payment obligations under the Contract.

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

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation; and

breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Subject to clause 7.4 (Liabilities which cannot legally be limited), the Supplier's total liability to the Customer for all loss or damage shall not exceed the amount of the Charges payable by the Customer in accordance with the Contract.

Subject to clause 7.3 (No limitation of customer's payment obligations) and clause 7.4 (Liabilities which cannot legally be limited), this clause 7.6 sets out the types of loss that are wholly excluded:

loss of profits.

loss of sales or business.

loss of agreements or contracts.

loss of anticipated savings.

loss of use or corruption of software, data or information.

loss of or damage to goodwill; and

indirect or consequential loss.

The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

This clause 7 shall survive termination of the Contract.

The following provisions apply to the term of the Contract and to termination by notice:

the Contract commences on the Commencement Date and continues for the Initial Term and thereafter for successive Renewal Periods, unless terminated earlier in accordance with this clause 8, and this applies to all Plans and all Services;

at the end of the Initial Term, and at the end of each Renewal Period, the Contract shall automatically renew for a further Renewal Period of 12 months, unless either party gives the other not less than 90 days' written notice, expiring at the end of the Initial Term or the then-current Renewal Period, that the Contract is not to renew; and

except where the Customer terminates the Contract under clause 8.2, or is entitled to do so under clause 10.1 (force majeure), if the Customer cancels, purports to terminate, or stops using the Services before the end of the Initial Term or the then-current Renewal Period, the Contract shall continue until the end of that Initial Term or Renewal Period, the Customer shall remain liable to pay all Charges due for the remainder of that Initial Term or Renewal Period, and where the Customer's Plan is invoiced monthly the Customer shall continue to be invoiced and shall pay the monthly Charges until the end of that Initial Term or Renewal Period.

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

the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

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

the Customer fails to pay any amount due under the Contract on the due date for payment; or

there is a change of control of the Customer.

Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:

the Customer fails to pay any amount due under the Contract on the due date for payment;

the Customer becomes subject to any of the events listed in clause 8.2.3 or clause 8.2.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them; and

the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 8.2.2.

On termination or expiry of the Contract:

the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

the Customer shall stop using, and where applicable return or delete, all Supplier Materials and any Deliverables which have not been fully paid for, and the Supplier may suspend or disable the Customer's access to the Services and to the platform. Until any Supplier Materials or unpaid Deliverables are returned or deleted, the Customer shall remain solely responsible for them and shall not use them for any purpose not connected with the Contract.

Termination or expiry of the 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.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

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

Assignment and other dealings.

The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

Confidentiality.

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3.2.

Each party may disclose the other party's confidential information:

to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10.3; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

Entire agreement.

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

Nothing in this clause shall limit or exclude any liability for fraud.

Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Notices.

Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email: to the Supplier, at support@compareit.co.uk (or such other email address as the Supplier notifies to the Customer from time to time); and to the Customer, at the email address specified in the Order or registered in the Customer's account.

The Customer may give notice that the Contract is not to renew under clause 8 either by email under clause 10.8.1 or by cancelling the subscription within the Customer's account on the Supplier's platform. A cancellation submitted within the Customer's account shall take effect as written notice given on the date on which it is submitted, subject to the notice period in clause 8.

Any notice sent by email, and any cancellation submitted within the Customer's account, shall be deemed to have been received at the time of transmission or submission or, if that time falls outside business hours in the place of receipt, when business hours next resume. In this clause, business hours means 9.00 am to 5.00 pm on a Business Day.

This clause 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

Third party rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

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

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

In this clause 11: Data Protection Legislation means all laws applicable to the processing of personal data and privacy, including the retained EU law version of the General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any legislation that amends, replaces or supplements them; and the terms controller, processor, data subject, personal data, personal data breach and process have the meanings given to them in the Data Protection Legislation.

Each party shall comply with its obligations under the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's own obligations under the Data Protection Legislation.

The parties acknowledge that, in respect of any personal data processed in connection with the Contract (including personal data contained in Leads), each party acts as a separate and independent controller and neither party is a processor for the other. Each party is individually responsible for its own compliance with the Data Protection Legislation.

Each party shall, in respect of the personal data it processes in connection with the Contract:

process that personal data lawfully, fairly and in a transparent manner, and maintain a privacy notice that meets the requirements of the Data Protection Legislation;

ensure that it has a valid lawful basis for its processing and, where required, has obtained the necessary consents;

implement and maintain appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage;

not do anything, or permit anything to be done, that would cause the other party to be in breach of the Data Protection Legislation; and

provide reasonable assistance to the other party, at that party's cost, in responding to requests from data subjects and competent authorities, and notify the other party without undue delay on becoming aware of any personal data breach affecting the other party's personal data.

The Customer warrants that it has, and shall maintain, all necessary rights, consents and lawful bases to receive, access and use any personal data (including Leads) made available to it under the Contract for its own purposes.

Neither party shall transfer personal data processed in connection with the Contract outside the United Kingdom unless it has taken such measures as are necessary to ensure the transfer is compliant with the Data Protection Legislation.

Further information about how the Supplier processes personal data is set out in the Supplier's privacy policy, available at compareit.co.uk/privacy-policy. This clause 11 shall survive termination or expiry of the Contract.