Company Registration Terms

Definitions

In these Terms the following words and expressions shall where the context so admits have the following meanings:-

the person, firm or company named in the Order

the information posted by a Company on the Site

the Order and these Terms

Direct Enquiries Limited whose registered office is at Vantage, Victoria Street, Basingstoke, Hampshire, RG21 3BT (Company Registration Number: 4519178)
VAT Registration Number: 880 992 68

without limitation (registered or unregistered) formulas, procedures, methods, apparatus, ideas, creations, improvements, works of authorship, materials, processes, inventions, techniques, data, know-how, show-how, algorithms, programs, subroutines, tools, patents and patentable materials, trading names and styles, trade marks and service marks, copyrights and copyrightable materials, database rights and trade secrets together with applications for any of the foregoing and any other intellectual property rights as may exist in the world

any and all information relating to Direct Enquiries' technical expertise and practical ability gained, developed or learned in the course of carrying out its business including but not limited to methodologies, specifications, designs, drawings, applications, algorithms, analysis, schemes, computer programming routines and work-round solutions

Direct Enquiries booking order confirmation form signed by the Company

the unique password provided to the Company to gain access to the Company's Web Content to update amend and maintain the same

the price set out in the Order

the provision of access by the Company to the Site throughout the period of the Contract and the access of Users to the Company's Web Content

the website with the URL http//www. directenquiries.com or any replacement URL

all information posted on the Site including the Company's Web Content

these terms of business

the visitors to the Site who have registered with Direct Enquiries to have access to the Site Information

The headings of these Terms are for convenience only and shall not affect their interpretation.

Basis of Contract/Order

These Terms shall be deemed to have been accepted by the Company on it signing and returning the Order.

Every Order shall be subject to these Terms which shall govern the provision of the Services to the exclusion of any other terms and conditions.

No variation of the Contract shall be binding unless agreed in writing by an authorised representative of the Company and Direct Enquiries.

Unless otherwise agreed in writing no Order will be accepted or acted on by Direct Enquiries until signed and returned by the Company without alteration.

The Company shall be responsible to Direct Enquiries for ensuring the accuracy of the terms of any Order submitted to the Company by Direct Enquiries and for giving Direct Enquiries any necessary information relating to the Service within sufficient time to enable Direct Enquiries to supply the Service in accordance with the Order.

No Order accepted by Direct Enquiries may be cancelled except with the agreement in writing of Direct Enquiries.

Service

On accepting any Order in accordance with these Terms Direct Enquiries will supply to the Company the Password.

The Company will be entitled to use the Password to gain access to the Company Web Content and the Site throughout the term of the Contract for the purposes of amending or updating the Company's Web Content.

Direct Enquiries will use all reasonable endeavours within normal industry standards to provide the Company with continuous access to the Site but does not guarantee the Company's access will be interruption or error free.

Site Information may contain technical inaccuracies or typographical mistakes. Site Information may be changed or updated without notice.

Direct Enquiries makes no representation as to the security or propriety of any website which may be accessed through the Site. Connected websites accessed through the Site are independent websites over which Direct Enquiries does not exercise any control whether financial editorial or any other kind and are not in any way endorsed by Direct Enquiries and for which Direct Enquiries accepts no liability.

Although Direct Enquiries will use reasonable endeavours to ensure that Site Information is up to date and correct and will bring to the attention of the Company any circumstances or information which it has direct notice of which affects the correctness or accuracy of the Site Information generally the Company acknowledges that it is responsible for maintaining the Company Web Content and that the Site Information comprises information supplied by third parties which is outside the control of Direct Enquiries and for which Direct Enquiries shall have no responsibility.

The Company acknowledges that it will receive information direct from Users via the feedback e-mail or printed forms generally available on the Site. All such information will be outside the control of Direct Enquiries who will have no responsibility for any comments made.

Direct Enquiries will be responsible for allowing access to the Site by Users and for the registration of those Users under Direct Enquiries' terms of registration and use. Direct Enquiries will where it becomes aware of any User being in breach of the Direct Enquiries terms of registration and use take such action as may be appropriate to suspend or terminate such User's registration and access to the Site Information.

Company Obligations

The Company will be responsible for ensuring the completeness and accuracy of all information contained in the Company Web Content.

The Company will only provide access to the Password to those of its employees who are authorised to use the same for the purposes of maintaining the Company Web Content and who will be made aware of the obligations set out in these Terms.

The Company is advised to ensure the Company's Password is kept confidential and secure.

The Company is obligated as a matter of urgency to inform Direct Enquiries if it has any reason to believe the Password has or is likely to become known to an unauthorised person.

If the Company forgets or loses the Password the Company must contact Direct Enquiries and satisfy such security checks as Direct Enquiries may operate. If a new Password is to be issued as a result of such loss Direct Enquiries reserves the right to charge an administration fee for issuing a new Password or confirmation of an existing Password.

If Direct Enquiries considers that there is likely to be a security breach Direct Enquiries reserves the right to suspend the Company's Web Site Content, Password and access to the Site until a new Password has been issued.

The Service is provided solely for the Company's use. The Company will not sell or attempt to sell the Service whether in whole or in part to any third party.

The Service must not be used by the Company in a way that does not comply with the terms of any legislation or any licence applicable to the Company or that is in any way unlawful or contrary to these Terms.

The Service must not be used by the Company:-

fraudulently or otherwise unlawfully;

to send, receive, upload, download, use or reuse any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, trade mark, service mark, patent, privacy or other rights;

to cause annoyance, inconvenience or needless anxiety;

to transmit knowingly or recklessly any electronic material through the Site which shall cause or is likely to cause harm in any degree to computer systems owned by Direct Enquiries or other internet users;

to send or provide unsolicited advertising or promotional material or to receive responses to any unsolicited advertising or promotional material sent or provided using the Service by any third party.

If in Direct Enquiries absolute opinion there are reasonable grounds for Direct Enquiries to believe that the Password is or is likely to be used for a dishonest purpose, offensive, abusive, defamatory, obscene or in violation of any persons' Intellectual Property Rights it may either refuse to provide or suspend the Service.

The Company hereby indemnifies Direct Enquiries from any claim brought by a third party resulting from its use of the Site or the Service and/or in respect of any losses, costs, actions, proceedings, claims, charges and expenses whatsoever suffered or incurred by Direct Enquiries in consequence of the Company's breach or non-observance of these Terms whensoever arising.

Price and Payment

The Price for the Service shall be the price set out in the Order.

No refund of any part of the Price will be given if the Company terminates or purports to terminate the Contract before the date the Service is due to expire.

Direct Enquiries shall be entitled to invoice the Price on receiving the Order.

All invoices shall be payable within 14 days from the date of invoice.

If the Company fails to make payment on the due date then without prejudice to any other right or remedy available to Direct Enquiries Direct Enquiries shall be entitled to:-

cancel the Contract or suspend the Service; and

charge the Company interest (both before and after judgment) on the amount unpaid at the rate of 2% per annum above Barclays Bank base rate from time to time until payment in full is made.

Intellectual Property Rights

The Company hereby authorises Direct Enquiries to use any of its Intellectual Property Rights which form part of the Company Web Content as displayed on the Site for the purposes of:-

operating the Site;

allowing access to the Company's Web Content by Users; and

in promotional material issued by Direct Enquiries provided such Intellectual Property Rights are represented in the same or similar manner to those appearing in the Company's Web Content.

Direct Enquiries acknowledges that except in the limited circumstances set out above it has no right to use the Company's Intellectual Property Rights.

The Company acknowledges Direct Enquiries is the owner of all Intellectual Property Rights vested in the Site including the format, design and technical operation and all database rights contained within the Site as a whole but excluding the Company Web Content or similar content supplied by other third parties.

Liability

Direct Enquiries warrants:-

that the Service will be provided using reasonable skill and care employing good quality materials, techniques and standards in accordance with good industry practice;

that it will use reasonable endeavours to ensure the Site will be free from contamination by any virus;

Direct Enquiries shall be under no liability in respect of the warranties given above arising out of the inaccuracy of any information not supplied or created by Direct Enquiries where this is supplied by Companys or Users.

Direct Enquiries shall be under no liability under the above warranties (or under any other warranty, condition or guarantee) if any sums due under the Contract have not been paid by the due date for payment.

Subject as expressly provided in the Contract all warranties or other terms implied by statute or common law excluded to the fullest extent permitted by law.

Direct Enquiries expressly excludes liability for indirect or consequential loss, damage or corruption to software or data or for loss of profits, business, revenue, goodwill or anticipated savings.

Without prejudice to clause 7.7 Direct Enquiries' total liability to the Company shall be limited to the Price.

Direct Enquiries does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of Direct Enquiries its employees agents or authorised representatives.

General

If any provision of the Contract is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications to that effect are received from any competent authority then the provisions shall be limited or eliminated to the maximum extent necessary so the Contract shall otherwise remain in full force and effect and enforceable.

The Company acknowledges that the Contract contains the whole agreement between the Company and Direct Enquiries and the Company has not relied on any oral or written representations made to it by Direct Enquiries its employees or agents.

No waiver by Direct Enquiries of any breach of the Contract by the Company shall be considered as a waiver of any subsequent breach of the same or any other provision.

Direct Enquiries shall not be liable for any default under the Contract for any period during which and to the extent that it is prevented from performing the Service in whole or part as a result of any causes beyond its reasonable control including without limitation any act of god, war, strike, lock-out, industrial action, fire, flood, drought, tempest or epidemic.

Neither the Company nor Direct Enquiries shall assign the Contract without the prior written consent of the other such consent not to be unreasonably withheld or delayed provided that such consent is not required where one party transfers all its business to a third party.

Any notice or other information required or permitted to be given under the Contract shall be deemed to have been validly given if served personally on the party to receive the notice or sent by first-class pre-paid post to the last known address of that party. If sent by first-class pre-paid post the notice shall be deemed to have been receive two working days after the date of posting. Where such notice or other information if given by means of facsimile, e-mail or other immediate form of communication then notice shall be deemed to have been received on the same day provided it was sent within normal working hours in the country that it is received.

Except where expressly provided to the contrary the Contract is not intended to be for the benefit of and shall not be enforced by any person who is not named at the date of this Contract as a party to it or any person who claims rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

The Contract shall be governed by and construed in accordance with the laws of England and the English Courts shall have the non-exclusive jurisdiction to decide any dispute concerning the Contract.