END USER LICENCE AGREEMENT (EULA) for the use of the CreditPal Service.
CreditPal is a service offered by:
FUTURE ROUTE LIMITED a company with registered Office: 4 -10 ENTERPRISE HOUSE, 1-2 HATFIELDS, LONDON, SE1 9PG Company No. 04289175
together with
Graydon UK Limited a company with registered in England and Wales under company number 00363849 and has its registered office at 2nd Floor Hygeia Building 66 College Road Harrow Middlesex HA1 1BE;
IMPORTANT NOTICE:
PLEASE READ CAREFULLY BEFORE PLACING YOUR ORDER FOR USING THE CREDITPAL SERVICE:
This End User Licence Agreement (“EULA /Licence”) is a legal agreement between you (Licensee or You) and FUTURE ROUTE LIMITED of 4-10 Enterprise House, 1-2 Hatfields, London, SE1 9PG (“Future Route”) together with Graydon UK Limited of 2nd Floor Hygeia Building 66 College Road Harrow Middlesex HA1 1BE (“Graydon UK”) for the Use of the CreditPal Service.
BY PROCEEDING TO ACCESS THE CREDITPAL SERVICE ("SERVICE") FROM THIS WEBSITE OR CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU, YOUR EMPLOYEES AND AGENTS (including Your authorised Accountants). IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE CREDITPAL SERVICE TO YOU AND YOU MUST DISCONTINUE USING FROM USING THIS WEBSITE.
DEFINITIONS AND INTERPRETATIONS
In this Agreement:-
"Accounting Data" means the all business data and information provided by You which is analysed by the Software and used to generate the Validis Datagram Report;
"Agreement" means this software licence agreement;
“Authorised Users” means Users Licensed to Use the Service under the terms of this Agreement;
“CreditPal and CreditPal Services” means a service which summarises and analyses your Accounting Data and generates a report (Validis Datagram) for You to approve and send to Graydon UK to generate the Credit Information Report, which is made available to YOU through the CreditPal Service, and to Third Parties through the Graydon UK web site or integrated data feeds for the purposes of providing updated credit information and ratings about your company.
“CreditPal Website” means www.creditpal-online.com
“Credit Information and Credit Information Report”: a credit and company information report which contains a summarised Profit and Loss and Balance Sheet, a quality of accounts score and an enhanced credit recommendation and is based upon Accounting Data and information submitted by You (as an approved Validis datagram) and is prepared by Graydon for resale/licensing to third parties which is made available generally to the public for the purposes of credit risk management;
“EULA” means this End User License Agreement;
"Fee" means any sums payable by a Licensee for a licence to Use the CreditPal Service;
“Fair Usage Policy” means the policy for fair use of the CreditPal Service defined in this Agreement;
“Licensee” or You - the legal entity purchasing the License to Use the CreditPal Service;
"Licence" means a non-exclusive, non-assignable right to Use the CreditPal Service for which you have paid a Fee and which is provided for your Use in accordance with the terms of this licence;
"Software" means the proprietary Future Route Software and any all upgrades to such, which analyses the Accounting Data and generates the Validis Datagram Report;
“Third Parties” means customers of Graydon that includes other Credit Reference Agencies and consumers of credit information such as banks, insurers and companies.
"Us, We and OUR" means Future Route and Graydon Uk;
"Use" means the use of the CreditPal Services;
"Validis Datagram" means the resulting analysis of the Accounting Data by Future Route based on information provided by you, which is approved by You and subsequently sent to Graydon to generate the Credit Information Report;
"You and Your" mean the legal entity or Licensee purchasing the licence to Use the CreditPal Service.
Headings are for convenience only and shall not affect its construction or interpretation of the terms of this licence and shall be construed in accordance with relevant general usage in the computer software industry in England.
GRANT AND SCOPE OF LICENCE
On the terms of this EULA, Future Route and Graydon UK hereby grants to you a non-exclusive, non-transferable licence to use the CreditPal Service on the terms of this EULA.
Future Route provide a service called CreditPal which analyses Accounting Data which is uploaded by you on to Future Route’s Servers and is analysed for a range of data quality and business information purposes.
CreditPal generates a report (the “Validis Datagram”) that You authorise to be sent to Graydon UK to generate the Credit Information Report that will be made available through the CreditPal Service to Third Parties for public use regarding your company’s credit rating.
Any new features which augment or enhance the current CreditPal Service, including the release of new tools and resources, shall be subject to the terms of this Licence.
Future Route may at its sole discretion modify the features of the Service from time to time without prior notice.
In order to use the CreditPal Service, You must obtain access to the Internet, either directly or through devices that access web-based content, and You are responsible for any charges or service fees associated with such access. You are responsible for all equipment necessary to make such connection to the Internet, including a computer and modem or other access device and Future Route has no responsibility nor do We warrant uninterrupted use of the Service which are subject to access availability via the Internet.
You agree not to access the Service by any means other than through the interfaces that are provided or approved by Future Route. Future Route will provide the Service in accordance with this EULA. Future Route may at its sole discretion modify the features of the Service from time to time without prior notice.
From time to time, Future Route’s support staff may log in to the Service under Your customer password in order to maintain or improve service, including to provide You with assistance with technical or billing issues. You hereby acknowledge and consent to such access.
Future Route makes no representation that Use of the Service or the Software or any information acquired from using the Service is or will be appropriate, available or lawful in all countries.
Those who choose to access the Service or Software from any location other than the United Kingdom do so on their own initiative and are responsible for compliance with local laws.
LICENSEE'S UNDERTAKINGS
You warrant to us that the Accounting Data and all associated information or documents that you provide and the Validis Datagram Report that is submitted to Graydon, through using CreditPal is complete, accurate and not misleading in any respect. Before submitting any Accounting Data or other materials, information or documents to Future Route You warrant that:
You agree not to access the CreditPal Service by any means other than through the interfaces that are provided or approved by Future Route.
You agree that you will upload your Accounting Data and use the CreditPal Service on a minimum of each quarter. Failure to do so will render your Credit Information Report out of date. Future Route reserves the right to terminate your use of the CreditPal Service if you fail to upload your Accounting Data on a regular basis.
You warrant that You will ensure that all Accounting Data and Validis Datagram reports are referenced against the correct corporate entity and You will notify Us immediately in the event of any errors or mistakes which may occur.
You will not nor will You allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the CreditPal Services; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software, or the CreditPal Services; (iv) remove any proprietary notices or labels on the Software or placed by the CreditPal Services; or (v) Use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the CreditPal Service or the Software.
You will use the CreditPal Service and reports solely for Your own internal use, and will not make the CreditPal Service available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in Your Use of and access to the CreditPal Service.
You undertake to
You agree the CreditPal Service is proprietary to Future Route and that by signing up to these terms and by using the CreditPal Services you agree not to sublicence the Use of the CreditPal Service or to provide a similar or competing service to the CreditPal Service either directly or together with 3rd parties.
You agree to permit Future Route and its authorised representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any information or documents, and to any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
THIRD PARTY SUPPLIER DATA AND CREDITPAL SERVICES
You will be provided with copies of any Credit Information Reports produced together with other information and reports that may be provided through the CreditPal Service. This is provided to you for information purposes only. These reports and information are proprietary to Graydon UK and Future Route and are for your internal purposes only and may not be supplied, copied or provided to any 3rd party or used for any other purposes except for your internal use.
AUTHORISED USERS
When you sign up for the CreditPal Service as part of Future Route’s verification system we will send You access details via registered post together with a secure access pin to your company’s registered office as part of our company verification system. Future Route cannot be held responsible for fraudulent use of the CreditPal Service, and it is up to You to ensure that all information is accurate and is properly used.
Your access to the CreditPal Service shall be limited to the number of individual employees, independent contractors or permitted agents who are permitted for the level of subscription to the CreditPal Service which you have chosen ("Authorised Users").
You shall maintain a written list of Authorised Users of the Service, and You shall provide such list to Future Route as may be reasonably requested by Future Route from time to time.
You shall maintain adequate security measures to protect the integrity and security of any security identification or password issued to You by Us. This shall include (but not be limited to) limiting access to any 3rd parties who are authorised by You.
Future Route may audit Your use of the CreditPal Service. If such audit reveals that use of the Service has been made by individuals who are not Authorised Users, then, without prejudice to Future Route’s other rights, You shall promptly disable access to those unauthorised Users and shall indemnify Future Route for any loss that is suffered as a result of the breach of this EULA.
You are solely responsible for any and all activities that occur under Your Account. You agree to notify Future Route immediately upon learning of any unauthorised Use of Your Account or any other breach of security.
SUBSCRIPTION AND PAYMENT TERMS
When subscribing for the CreditPal Services, there are several levels of subscription and packages to which You may choose to subscribe, each of which has a different price and different functionality associated with it.
You will pay the price for the level of subscription to Future Route which you have chosen.
The price for the Service is exclusive of value added tax which You should pay in addition when You are due to pay for the Service.
Without prejudice to any other right or remedy that Future Route may have, if You fail to pay Future Route on the due date, Future Route may:
FAIR USAGE
To ensure the provision of the most effective and efficient service to all users of the CreditPal Service and all other Licensees, You must at all times adhere to and comply with Future Route’s fair usage policy (“Fair Usage Policy”) as set out below or as amended from time to time.
You must not undertake any activity that has an adverse effect on the CreditPal Service or the provision of the CreditPal Service to other Licensees. Such activity includes but is not limited to (i) submitting for consideration information or material which is excessive in size and content; or (ii) submitting multiple or repeat sets of Accounting Data which in Future Route’s opinion, constitute an excessive Use of the Service.
If in Future Route’s opinion, the Licensee is using or attempting to use the CreditPal Service at excessive levels (such determination to be made solely by Future Route) then Future Route may (i) communicate with You and try to establish the reasons for the high usage and how Your usage patterns and habits can be modified to reduce your Use of the CreditPal Service to reasonable levels, or (ii) apply management techniques to reduce the impact that Your usage is having upon the provision of the CreditPal Service; and/or (iii) reduce or restrict Your capability to Use the CreditPal Service;(iv) revise the charges for the CreditPal Services to an upgraded price plan to reflect the increased and wider use of the CreditPal Service.
Future Route may revise its Fair Usage Policy at any time and You are expected to check the CreditPal Website regularly to take notice of any changes it makes, as they are legally binding on You.
Some of the provisions contained in the Fair Usage Policy may be superseded by provisions or notices published elsewhere in these terms or on the CreditPal Website.
OUR WARRANTIES TO YOU
We warrant that for the duration of your Licence, the CreditPal Service, when used in accordance with our operating instructions will provide the functions and facilities and will perform substantially as described by Future Route.
Provided you notify us in writing during your Licence that the CreditPal Service does not conform to this warranty and such non-conformance is substantial and material to your Use of the CreditPal Services, we will attempt to replicate and verify such non-conformance.
If we are able to do so, we will in our sole discretion either: issue a fix, patch or update to correct that non-conformance, or (if we do not issue one), refund any charges which have been paid by You for the period in which you first notified us of the non-conformance with this warranty.
Except as set out above, We DO NOT WARRANT or make any representation:
>The information and services included in or available through the CreditPal Service, including the Credit Information Report, are based upon Accounting Data and information provided by You and may include inaccuracies or typographical errors.
Future Route / Graydon UK and/or their respective suppliers may make improvements and/or changes to the CreditPal Service or Software at any time, with or without notice.
Future Route / Graydon UK does not represent or warrant that the CreditPal Service will be uninterrupted or error-free, that defects will be corrected, or that the CreditPal Service, the Software or any other software used as part of the CreditPal Services are free of viruses or other harmful components.
Future Route / Graydon UK does not warrant or represent that the Use of the CreditPal Service or the Reports will be correct, accurate, timely or otherwise reliable.
You specifically agree that Future Route /Graydon Uk and their wholly owned subsidiaries shall not be responsible for unauthorized access to or alteration of the Accounting Data or data provided by You.
The warranties set out herein are instead of all other warranties, representations or conditions, express or implied, statutory or otherwise, including any implied warranties of satisfactory quality and fitness for a particular purpose.
No oral or written communications by or on our behalf shall create a warranty or in any way increase the scope of the warranties we have given.
You assume the entire risk in the Software's performance and the results and Credit Information Report obtained from its Use, and You remain responsible for ensuring that any Reports, opinions, recommendations, forecasts or other comments submitted to Third Parties, whether or not produced using the CreditPal Service, are accurate and complete.
We warrant that the Software is compatible with third party software but we have no responsibility or liability in relation to the performance or otherwise of third party software.
SERVICE LEVELS
Future Route does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond Future Route's control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labour conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Future Route or Your servers are located or co-located. Complete accuracy in all aspects of the Credit Information Reports at all times also is not guaranteed.
YOUR DATA
You acknowledge and agree that Future Route shall not be responsible for any data uploaded by You to Future Route’s server(s) ("Accounting Data"). You shall keep full back-up copies of all Accounting Data. Future Route shall not be responsible for any loss or destruction.
Future Route shall not be responsible for the use and interpretation of any Accounting Data submitted as a Validis Datagram to Graydon to create the Credit Information Reports, and You shall be responsible and liable for verifying all information and Reports that are used as the basis for preparing the Credit Information Report and Accounting Data feeds.
INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the Software and the CreditPal Service and in the term CreditPal and associated documents and information anywhere in the world belong to Future Route or are Licensed to Future Route, that a right to Use the Software and CreditPal Services are licensed (not sold) to You, and that you have no rights in, or to, the Software or any associated documentation other than the licence to Use them in accordance with the terms of this EULA.
You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
The integrity of this Software is protected by Technical Protection Measures (TPM) so that the intellectual property rights, including copyright in CreditPal are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.
You retain all rights in your Accounting Data, and Future Route and Graydon UK shall only use the Accounting Data and any information and documents provided by You in accordance with the terms set out in this EULA and for the purposes of the CreditPal Service.
Future Route & Graydon UK are the owners of all intellectual Property Rights in the CreditPal Service and all documents and materials which are created as a result of the use of the CreditPal service, with the exception of the Accounting Data where all rights are retained by You. Use of the Validis Datagram Credit Information Report materials is strictly for your own internal use.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY
We will indemnify you against any and all liability, loss, damage, reasonable costs and expenses (including reasonable legal fees) which you may incur as a result of any claim or action brought against you by another person alleging that your authorised and proper Use of the CreditPal Service under this Agreement infringes the intellectual property rights of a 3rd party. If that happens, you must take reasonable steps to mitigate any losses which you suffer or incur.
If in our reasonable opinion the Software or CreditPal Service is likely to become or does become the subject of a claim of infringement of another person's intellectual property rights, we may elect to either (i) obtain the right for you to continue using the Software in the manner permitted under this Agreement; or (ii) modify or replace the infringing part of the Software so as to avoid the infringement or alleged infringement, without materially reducing the functionality or performance of the Software.
If having used all reasonable endeavours we cannot achieve either of the circumstances referred to above, Future Route will promptly refund to you a pro rata portion of any Fee which has been paid based on your Use of the CreditPal Service during the relevant period of infringement, where upon this Agreement including your right to Use the CreditPal Service shall automatically terminate.
You agree to (i) promptly notify us of any claim or threatened claim concerning your Use of the Software; and (ii) not independently defend or respond to such claim or threatened claim; and (iii) cooperate with us in the defence of any such claim or threatened claim, subject to payment by us of your reasonable costs incurred in providing such cooperation.
The indemnity in this clause shall not apply to any claim (i) which arises from any development, modification, implementation, configuration or integration of the Software or CreditPal Service other than by us or approved by Us in writing; or (ii) which arises as a result of Use of the Software or CreditPal Service other than as permitted by this EULA or (iii) which arises as a result of your continued Use of the CreditPal Service after you have been notified that it infringes the intellectual property rights of a third party.
The provisions of this clause set out Your exclusive remedy in connection with any claim or threatened claim in relation to the intellectual property rights of another person by the Use of the Software and CreditPal Service.
INDEMNIFICATION
You agree to indemnify, hold harmless and defend Future Route, Graydon UK and its subsidiaries and group companies, at Your expense, in connection with any and all third-party claims, actions, proceedings, and suits brought against Future Route or Graydon UK or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Future Route / Graydon UK or any of its officers, directors, employees, agents or affiliates, arising out of or relating to:
(i) Your breach of any term or condition of this EULA,
(ii) Your use of the CreditPal Service,
(iii) reliance upon Accounting Data or other information provided by You which results in Credit Information and Credit Information Reports being provided and used by Third Parties and/or data feeds that are derived from information in the Report by 3rd parties or
(iv) Your violations of applicable laws, rules or regulations in connection with the CreditPal Service. In such a case, Future Route/Graydon UK will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defence of any claim. Future Route/ Graydon UK reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by You.
DISCLAIMER AND LIMITATION OF LIABILITY
Nothing in this EULA shall exclude or limit the liability of Future Route or Graydon UK for fraud, death or personal injury arising out of our negligence or any warranty as to title or quiet possession implied by statute.
The CreditPal Service may rely upon, and the Credit Information Report may contain, in whole or in part, the advice, opinions, recommendations, information and data produced or developed by 3rd Parties, the accuracy and completeness of which Future Route or Graydon UK is unable to verify.
Whilst Future Route and Graydon will use our reasonable endeavours to ensure that Third Party data is accurate complete and valid, We do not warrant that it will be or that any part of the Credit Information Report or CreditPal Service that relies upon it will be accurate complete and valid We will not accept liability for any error therein.
Future Route and Graydon UK bear no responsibility or liability relating directly or indirectly to the acts or omissions of Third Parties based wholly or partly on Credit Information Reports or other information that is generated from using the CreditPal Service.
The Credit Information Report may consist of or contain information relating to a general business together with information about an individual or individuals that You have linked to that business. It is Your responsibility to correctly identify any individual linked to any particular business and to obtain their permission to details being included in any reports. Future Route/ Graydon UK do not accept responsibility or liability in respect of any report that incorrectly links any individual to any enterprise and You agree to indemnify Us in respect of any loss, cost, expense or damage that We may suffer or incur as a result of, or in connection with any claim by any third party in respect of the same.
Future Route / Graydon UK make no representation that Use of the Service or the Software or any information acquired from using the CreditPal Service is or will be appropriate, available or lawful in all countries.
Neither Future Route or Graydon UK shall be liable for any loss, cost, damage or expense suffered by You as a result of using the CreditPal Service or any resultant data, information or reports which are created as a result of information supplied by YOU save to the extent that such loss, cost, damage or expense was wholly attributable to and caused solely by Our wilful misconduct or negligence. Any credit ratings or reviews are based on a number of 3rd party contingencies and YOU consent to the Credit Information Report being made available to Third Parties AT YOUR OWN RISK.
WHERE ANY MATTER GIVES RISE TO A VALID CLAIM AGAINST US, FUTURE ROUTE’S AND GRAYDON UK’S TOTAL LIABILITY SHALL BE LIMITED TO A SUM EQUAL TO ANY CHARGES OR FEES PAID TO US BY YOU, FOR THE PROVISION OF THE CREDITPAL SERVICE.
Future Route and Graydon UK will not be liable for:
You assume the entire risk in the performance and the results and reports generated from the use of the CreditPal Service, and You remain responsible for ensuring that the Validis Datagram and any subsequent reports, opinions, recommendations, forecasts or other comments submitted to third parties, whether or not produced using CreditPal, are accurate and complete.
TERMINATION
You may cease to use the CreditPal Service at any time upon providing a minimum of 3 months notice to Future Route. No refunds or repayment of any charges or fees shall be made for early termination. Upon termination, You shall cease to use the Service, and Your ability to Use the CreditPal Service shall be terminated.
Any and all information previously submitted by You and any Credit Information Reports that have been produced and submitted to Third Parties are not recoverable and there shall be no obligation upon Future Route or Graydon UK to remove or update any Credit Information Reports or other information which has been created or used as a result of Your use of CreditPal.
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Licence without liability to the other if the other party commits a material breach of any of the terms of the EULA or these Terms and fails to remedy that breach within 14 days of that party being notified in writing of the breach or becomes bankrupt or insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), and enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, unable to pay Your debts. This Licence will terminate immediately if You fail to comply with the terms of this EULA. Upon such termination, You must destroy all originals and copies of any Software or documentation or applications which have been downloaded as part of the Use of the CreditPal Services and which are in Your possession and cease any further Use of the CreditPal Service without the express written consent of Future Route.
On termination of this Licence for any reason:
(i) all rights granted to you under this Licence shall cease,
(ii) You must cease all activities authorised by this Licence,
(iii) You must immediately pay to Future Route any sums due under this Licence; and
(iv) you must immediately delete or remove any Software or links from all computer equipment in your possession.
On termination You will have no further rights or access to use the CreditPal Service or to access any data which has been uploaded onto Future Route Servers. Future Route may delete any and all data and information which was provided by you or which it holds about You.
The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
YOUR CREDIT INFORMATION REPORT MAY BE IN THE PUBLIC DOMAIN AND TERMINATION OF THIS LICENCE WILL NOT INCLUDE ANY RETURN OR RETRACTION OF INFORMATION WHICH HAS BEEN IN THE PUBLIC DOMAIN.
CONFIDENTIALITY
Future Route shall retain Your accounts information and Accounting data confidential until such time as the resultant Validis Datagram has been approved by You and submitted to Graydon UK for the purposes of creating a Credit Information Report at which time You consent to this information being submitted into the public domain.
You are responsible for safeguarding the confidentiality of Your password(s) and user name(s) issued to You by Future Route, and for any use or misuse of Your account resulting from any third party using a password or user name issued to You. You agree to immediately notify Future Route of any unauthorized use of Your account or any other breach of security known to You.
PRIVACY
Future Route processes information about You in accordance with our Privacy Policy which can be found at www.validis.com. By subscribing to the Service You consent to such processing and you warrant that all data provided by You is accurate.
Future Route and Graydon UK may retain information and data that has been provided by You or about You after termination and Future Route confirms that it shall comply with its obligations under the Data Protection Act 1998 and under the confidentiality provisions in respect of any such data.
COMMUNICATIONS
From time to time We may contact You with certain communications or messages regarding the CreditPal Service, such as service announcements, administrative messages, etc, and that these communications are considered part of the Service and You will not be able to opt out of receiving them.
Future Route may from time to time include 3rd party advertising as part of its CreditPal website and future Route accepts no liability or responsibility for the content or services provided from any 3rd parties which advertise services via the CreditPal sites.
ASSIGNMENT
You shall not, without the prior written consent of Future Route, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms or the EULA.
Future Route or Graydon UK may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA.
NOTICES
All notices given by You to us must be given to The Commercial Director at Enterprise House, 1-2 Hatfields, London SE1 0PG.
Future Route may give notice to You at either the e-mail or postal address you provided to Future Route when subscribing to the Service. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter.
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
WAIVER
A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.
THIRD PARTY RIGHTS
This EULA is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
SEVERABILITY
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
NO PARTNERSHIP OR AGENCY
Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise a party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
ENTIRE AGREEMENT
This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and provision of the CreditPal Services and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.
Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
LAW AND JURISDICTION
This Licence is governed by English law. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
CreditPal EULA V4
Dated 24 August 2009
