1.1 Terms – These terms apply to the delivery of monitoring services by us to you on a free trial basis for a period of 3 months. These terms should be read together with the confirmation of commencement of the trial period (the “Trial Confirmation”) sent by us to you following your sign-up for the trial through our website, www.lightbulbcredit.co.uk and which form the entire agreement between you and us in respect of these services. If anything in these terms is inconsistent with the Trial Confirmation, these terms take precedence, unless the Trial Confirmation specifically amends any of them.
1.2 Commencement – The Agreement will start on the date stated in the Trial Confirmation.
1.3 Interpretation - In this Agreement the following words and expressions have the meanings given to them below:
Services – the monitoring services to be delivered by us and as set out in the Trial Confirmation;
Agreement – the contractual agreement formed by the Trial Confirmation and these terms;
We, us (and derivatives) – refers to either Lightbulb Credit Ltd a company incorporated in England with registered number 11018627 and having its registered office at Bramley House Bramley Road, Long Eaton, Nottingham, England, NG10 3SX or such other associated company of Lightbulb Credit Ltd named as the contracting party in the Trial Confirmation;
Lightbulb Persons - means the contracting party, each and all of our directors, employees and agents, together with any other body associated with us and each and all of its directors, employees and agents and “Lightbulb Person” shall mean any one of them.
you (and derivatives) – the party or parties to this Agreement (excluding us), being the addressee (or addressees) notified to us and confirmed in the Trial Confirmation; and
Other Beneficiaries -any person or organisation identified in the Trial Confirmation (other than you) as a beneficiary of the Services.
2.1 Services – We will perform the Services with reasonable skill and care. You confirm that the scope of these Services as set out in the Trial Confirmation is sufficient for your purpose. The Services are provided solely for you for the purpose set out in the Trial Confirmation.
2.2 Disclosure – You may not disclose any materials delivered by us to you under the Agreement or make the benefit of the Services available to anyone else or refer to the contents of any material delivered by us or the findings of our work in performing the Services, except (i) as stated in the Agreement, (ii) with our prior written consent on terms to be agreed, (iii) where required by law or regulation, or (iv) to your auditors, lawyers or group members as long as you tell them, in advance, that we accept no liability to them and that no onward disclosure may be made.
2.3 Liability to you alone – We accept no liability to anyone, other than you, in connection with our Services, unless otherwise agreed by us in writing. You agree to reimburse us for any liability (including legal costs) that we incur in connection with any claim by anyone else in relation to the Services (including without limitation any credit rating agency to whom we may make any submission or deliver any information on your behalf) where such claim arises in respect of information that you have provided to us.
2.4 Changes – Either we or you may request a change to the Services or the Agreement. A change will be effective only when agreed in writing.
2.5 Extent of Services – In performing the Services, we will not be (i) carrying out an audit or other assurance engagement in accordance with applicable professional standards, or (ii) attempting to detect fraud or other wrongdoing.
2.6 No Liability for Information - We may receive information from you or from other sources in the course of delivering the Services. To the fullest extent permitted by law, we shall not be liable to you for any loss or damage suffered by you arising from fraud, misrepresentation, withholding of information material or relevant to the Services or required by us, or other default relating to such information, whether on your part or that of the other information sources, unless such fraud, misrepresentation, withholding or such other default is evident to us without further enquiry.
2.7 No Guarantee or Warranty - WE DO NOT GUARANTEE OR WARRANT THE OUTCOME WITH ANY THIRD PARTY OF ANY OF OUR SERVICES AND YOU ACKNOWLEDGE AND ACCEPT THAT NEITHER WE NOR ANY OTHER LIGHTBULB PESON HAS ANY RESPONSIBILITY FOR ANY DECISION WHICH MAY BE TAKEN BY ANY CREDIT RATING AGENCY FOLLOWING THE MAKING OF ANY SUBMISSION TO THEM OR PROVISION OF INFORMATION TO THEM ON YOUR BEHALF AS PART OF THE SERVICES.
We will provide the Services free of charge during the term of the Agreement.
4.1 Confidential information – We may acquire sensitive information concerning your business or affairs while delivering the Services (“Confidential Information”). We shall preserve the confidentiality of Confidential Information and, save as set out below we shall not disclose it beyond those of us involved in delivering the Services (which may include other Lightbulb Persons). We shall be entitled to comply with any requirement of English law or regulation. We may remove, or arrange for the removal of, names and any other identifiers from Confidential Information and then use such anonymised information for lawful purposes chosen at our discretion. This clause shall not prohibit our disclosure of Confidential Information, in confidence, to our professional indemnity insurers or advisers. The above will not apply to information which (i) is publicly available, or (ii) has been received from someone else who owes no duty of confidence in relation to it, or (iii) was already known by the receiving party.
4.2 Referring to you and the Services – We may wish to refer to you and the Services we have performed for you when marketing our services, we and they may also wish to use your company logo when citing our experience in proposal documents. You agree that we and they may do so, as long as we do not disclose your Confidential Information.
4.3 Performing services for others – You agree that we may perform services for your competitors or other parties whose interests may conflict with yours, as long as we do not disclose your Confidential Information.
5. INTELLECTUAL PROPERTY RIGHTS
Where there are any intellectual property objects in any materials created under the Services, we will own the intellectual property rights in those materials, and to the extent that any information or materials you provide to us includes intellectual property rights owned by or licensed to you hereby grant us a non-exclusive, non-transferable licence to use such intellectual property for the purposes of performing the Services and for our own internal purposes.
6.1 Specific types of loss – You and the Other
Beneficiaries agree that we will not be liable for (i) loss or corruption of data from systems, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iii) indirect or consequential loss.
6.2 Our liability – You and the Other Beneficiaries recognise that the Services are being provided for free and therefore agree and accept that that we not do assume and will not have any liability to you under the Agreement other than in respect of any claim for fraud or other deliberate breach of duty Including our duty under the Agreement in respect of Confidential Information. Any parts of the Agreement which do or may exclude or limit our liability in any respects shall not apply beyond the extent permitted by law.
6.3 No claims against individuals – You and the Other Beneficiaries agree to bring any claim in connection with the Services only against us, and not against any individual, including any other Lightbulb Person, however described.
6.4 Restriction on claims – Any claim from you or Other Beneficiaries in respect of loss or damage suffered as a result of, arising from or in connection with the Agreement, whether in contract or tort or under statute or otherwise, must be made within:
i. If Services have been delivered, within four years of the date of the activity giving rise to the claim;
ii. if the Agreement has been terminated, within four years of the date of termination (subject to (i) above);
iii. if the claim relates to our unauthorised disclosure of Confidential Information, within four years of the date on which the unauthorised disclosure took place,
and in any of these cases that shall be the date when the earliest cause of action (in contract or tort or under statute or otherwise) shall be deemed to have accrued in respect of the relevant claim. For the purposes of this clause a claim shall be made when court proceedings are commenced.
6.5 Third Parties – If you breach any of your obligations under the Agreement and there is any claim made or threatened against us by a third party, you shall compensate us and reimburse us for and protect us against any loss, damage, expense or liability incurred by us which results from or arises from or is connected with any such breach and any such claim. If any payment is made by you under this clause you shall not seek recovery of that payment from us at any time. In this clause “us” shall include all Lightbulb Persons and “you” shall include Other Beneficiaries.
7.1 Retention – We may retain copies of all materials relevant to the Services, including any materials given to us by you or on your behalf.
7.2 Release – We will not release materials which belong to us (including any internal or working papers) unless we have specifically agreed to do so. We may require a release letter from the recipient as a condition of disclosure.
8.1 Immediate notice – We may end the Agreement immediately by giving written notice to the you if (i) you materially breach it and do not remedy the breach within five business days upon receipt of a notice; or (ii) the performance of it (including the application of any fee arrangements) may breach a legal or regulatory requirement.
8.2 Your right to terminate – You may end the agreement immediately by written notice to us at any time during its term.
8.3 Automatic Termination – The Agreement will automatically terminate on the date set out in the Trial Confirmation (being the date falling 3 months’ after its commencement).
8.4 Consequences of Termination – Termination under this clause does not affect any rights that may be accrued for either you or us before termination.
9. LAW AND JURISDICTION
The Agreement shall in all respects be subject to and governed by English law and all disputes arising on any basis from or under the Agreement (whether in contract or otherwise) shall be subject to the exclusive jurisdiction of the English courts.
10.1 Matters beyond reasonable control – No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control.
10.2 Sub-contracting – we may delegate or sub-contract any part of the Services to another Lightbulb Person, provided that we alone shall remain responsible for their activities which shall form part of the Services and any claim you may have in respect of the Services will only be against us and not any other Lightbulb Person.
10.3 Entire agreement – The Agreement forms the entire agreement between the parties in relation to the Services. It replaces any earlier agreements, representations or discussions. No party is liable to any other party (whether for negligence or otherwise) for a representation that is not in the Agreement.
10.4 Your actions – Where you consist of more than one party, an act or omission of one party will be regarded as an act or omission of all.
10.5 Severability - Each clause or term of the Agreement constitutes a separate and independent provision. If any provisions of the Agreement are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.
10.6 Capacity - You agree to and accept the provisions of the Agreement on your own behalf and as agent for Other Beneficiaries. You shall procure that any Other Beneficiaries shall act as if they had each agreed to be bound by the Agreement. We accept your agreement to and acceptance of the Agreement on our own behalf and in doing so confer benefits on all Lightbulb Persons.
10.7 Third Party Rights - Save where the Agreement expressly confers benefits on other Lightbulb Persons, no-one who is not a party to the Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of the Agreement. We and you may rescind or vary the Agreement without anyone else’s consent.
10.8 Assignment – Unless the Agreement expressly provides otherwise, no party may assign, transfer or deal with their rights or obligations under the Agreement without the prior written consent of the other party, except we may assign any debts to another party for collection. Any assignment without the prior written consent (except as provided above) shall be null and void.
10.9 Survival - The provisions of the Agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind each of the parties including, but not limited to, 1.3, 2.2, 2.3, 2.4, 2.6, 2.7, 3, 4, 5, 8.4, 9 and 10.