By registering to use the services of Debt Register Ltd (“Debt Register”) for the purposes of collecting and reporting Your debts You are agreeing to the terms and conditions (“Conditions”) set out below.

Agreed Terms

1. Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by You for use of the Services shall be as set out separately in the Quotation.

Claimant: the person or entity that is owed money by a Defendant.

Contract: the contract between Debt Register and You for the supply of the Services in accordance with these Conditions and the Quotation.

Credits: the credits that are allocated to You in respect of the Charges.

Debts: the debts uploaded by You onto the Platform which must be unpaid, and may either be undisputed debts, or disputed debts which remain unresolved following attempts at resolution.

Debt Register IPRs: all Intellectual Property Rights subsisting in the Platform and the Deliverables.

Defendants: the persons or entities who owe You money, the details of whom you upload to the Platform.

Deliverables: all documents, products and materials developed by Debt Register or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation, data, reports and communications with Defendants.

Initial Term: the term of the Services provided to You by Debt Register under this Contract as set out in the Quotation.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Platform: the debt collection platform owned by Debt Register and available to You via the Website.

Quotation: the written quotation provided by Debt Register to You for the Services which shall include the Charges for the Services, the amount of Credits issued, the payment terms for the Services, the Territory and the Initial Term of the Services.

Renewal Term: the twelve-month period starting on the first day after the Initial Term ends and ending on the first anniversary of the expiry of the Initial Term and thereafter each twelve-month period starting on an anniversary of the commencement of the first Renewal Term shall also be a Renewal Term.

Services: the services described in clause 2, including without limitation Your use of the Platform and any Deliverables, to be provided by Debt Register.

Services Start Date: the date as specified in the Quotation.

Territory/Territories: the country or countries specified in the Quotation, being that country or those countries from which You can access/use the Platform.

Term: the Initial Term and any Renewal Term(s).

Website: the website located at the url www.debtregister.com.

You/Your: the company that registers as a Claimant on the Website and enters into this Contract with Debt Register.

1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
(b) 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.
(c) A reference to writing or written includes email.

2. Commencement and Term

The Contract shall commence on the date You accept the Quotation and shall continue for the Term unless You give Debt Register not less than one months’ written notice to terminate.

3. Supply of Services

3.1 Debt Register shall supply the following Services: the provision of the Platform which enables Claimants to upload Debts, full contact details of the Defendant, a breakdown of the Debts and the amount of money owed.

3.2 Debt Register may communicate, where appropriate, with the Defendants by email, letter and/or telephone at its sole discretion and if, after such communications, the debt remains unpaid Debt Register may report the Defendant’s default to credit reference agencies.

3.3 Claimants shall be able to immediately view and download reports on Defendants from the Platform at any time and as required.

3.4 In supplying the Services, Debt Register shall:

(a) perform the Services with reasonable care and skill and in accordance with 3.1 above; and
(b) comply with all applicable laws, statutes, regulations and codes from time to time in force.

3.5 The details of the Defendants Debts are personal to You and Debt Register shall not share these details with any other claimant registered on the Platform; neither are You entitled to see the debts of any other defendant or the details of any other Claimant.

4. Your Obligations

4.1 You shall:

(a) ensure that the Defendant’s details and all other information You supply in relation to the Debts are true and accurate to the best of Your knowledge and You hereby indemnify Debt Register against any loss that may arise as a result of the reporting of a Debt that is not accurate in all respects;

(b) only upload debts to the Platform, that meet the definition of Debts above;

(c) co-operate with Debt Register in all matters relating to the Services and in particular in relation to updating information when necessary on the Platform in order for the Services to be delivered in accordance with the Contract;

(d) promptly mark Debts as paid as soon as payment is received by You; and

(e) provide, in a timely manner to Debt Register, and in accordance with any reasonable timescales as specified by Debt Register, such information and assistance as Debt Register may reasonably require to perform the Services, and ensure that any such information provided is accurate and complete in all material respects.

4.2 If Debt Register’s performance of its obligations under the Contract is prevented or delayed by any act or omission of Yours, Your agents, subcontractors, consultants or employees, Debt Register shall:

(a) not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from such prevention or delay; and

(b) be entitled to payment of the Charges despite any such prevention or delay.

4.3 You hereby consent to the reporting of Debts on the Platform to such credit reference agencies as Debt Register may choose to report to from time to time, in its sole discretion, and You also acknowledge that Debt Register is under no obligation to make any such reports. You further acknowledge and agree that Debt Register can continue to report the Debts even after the licence granted in clause 5.2 below has expired or terminated.

4.4 You hereby represent and warrant that you shall have an adequate privacy policy in place that complies with applicable data protection legislation which informs your customers that in the event that they do not pay their debts when they fall due, that You are entitled to report those debts to third parties as applicable and in Your sole discretion to enable You to enforce those debts. The lawful bases for such processing are (i) the performance of a contract; and (ii) Your legitimate interests.

5. Intellectual Property

5.1 Debt Register shall retain ownership of all Intellectual Property Rights subsisting in the Platform and the Website.

5.2 Debt Register hereby grants to You a fully paid-up, non-exclusive, royalty-free, licence to use the Platform within the Territory/Territories specified in the Quotation for the purpose of receiving and using the Services and the Deliverables during the Term.

5.3 For the avoidance of doubt the location of the Defendants is not restricted to the Territory/Territories of the licence granted to use the Platform at clause 5.2 above. For example, if Your licence is restricted to the Territory of the UK within the Quotation, You may only use/access the Platform within/from the UK, but You may still upload Defendants from outside of the UK in order to recover Debts from outside the Territory.

5.4 You acknowledge that Debt Register is the registered proprietor of UK registered trade mark UK00003428291 for the figurative word mark DEBT REGISTER in classes 9, 36, 38 and 42 (the “Trade Mark”) and that Debt Register hereby grants to You a fully paid-up worldwide non-exclusive royalty-free licence to use the Trade Mark in the manner as may be authorised by Debt Register to You in Writing from time to time in connection with the Debts.

5.5 Any goodwill derived from Your use of the Trade Mark shall accrue to Debt Register and Debt Register may, at any time, call for a document confirming the assignment of that goodwill and You shall immediately execute it.

5.6 You hereby authorise Debt Register to use Your company logo in connection with the provision of the Services and hereby grant to Debt Register a fully paid-up worldwide non-exclusive royalty-free licence to use such logo in connection with the provision of the Services only.

6. Charges, Credits and Payment

6.1 In consideration for the provision of the Services, You shall pay Debt Register the Charges in accordance with the Quotation and this Clause 6.

6.2 All amounts payable by You exclude amounts in respect of value added tax (VAT), which You shall additionally be liable to pay to Debt Register at the prevailing rate (if applicable).

6.3 You shall pay the Charges plus VAT to Debt Register as set out in the Quotation.

6.4 If You fail to make any payment due to Debt Register under the Contract by the due date for payment, then, without limiting Debt Register’s remedies under Clause 8 (Termination):

(a) You 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 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, and at 8% a year for any period when that base rate is below 0%.

(b) Debt Register may suspend all Services (including your access to the Platform) until payment has been made in full, which may include closing all open Debs on the Platform.

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

6.6 Your Credits will be drawn down for Services you use. Upon request, Debt Register shall provide an itemised statement to you detailing the Services provided and the number of Credits withdrawn.

6.7 Credits Period:
You may continue to use the Credits howsoever purchased for a period of up to twelve (12) months, starting from when you either purchased the Credits or the date of the corresponding invoice (“credit period”). At the end of the Credit period, Your right to use such Credits will expire and you shall not be entitled to any refunds for any unused Credits at the end of any Credit period for any reason whatsoever.

7. Limitation of Liability and Warranty Disclaimer

7.1 The restrictions on liability in this Clause 7 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

7.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

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

(a) death or personal injury caused by negligence; and

(b) fraud or fraudulent misrepresentation.

7.4 Debt Register’s total liability to You under this Contract shall not exceed the Charges payable by You to Debt Register in the preceding twelve months and the following losses are wholly excluded: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) all other indirect or consequential loss, howsoever arising.

7.5 Where Defendants are located in a non-English speaking country and the Defendant chooses to communicate in its own language, the Platform will, so far as it is able, translate messages into English. Debt Register, does not, however make any warranty as to the accuracy of such translations, nor does Debt Register represent or warrant that every language is available for such translation.

7.6 Debt Register does not represent nor warrant that Debts reported on the Platform will be recovered in full or at all. You hereby agree that the listing of Debts and use of the Platform and Services is done with full knowledge of this warranty disclaimer.

7.7 To the fullest extent permitted by law, Debt Register expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, those of merchantability, satisfactory quality, suitability, availability, timeliness, quality, lack of viruses or other harmful components, title, fitness for a particular purpose, and non-infringement. You agree and acknowledge that the Platform, the Website and the Service are provided “as is,” “where is,” “as available,” and “with all faults”. Other than as specifically set forth herein Debt Register makes no warranty that the Service will be uninterrupted, timely or error-free. You understand and agree that any material and/or data downloaded or otherwise obtained (including plug-ins) through the use of the Service is done at Your sole risk and that You will be solely responsible for any damage to Your computer system or loss of data that results from the download of such material and/or data. No information or advice, whether oral or written, obtained by You through the Service shall create any warranty not expressly made herein.

8. Termination

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

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

(b) 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), 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;

(c) 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

(d) 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.

8.2 Without affecting any other right or remedy available to it, Debt Register may terminate the Contract and Your access to the Platform with immediate effect by giving written notice to You if You fail to pay any amount due under the Contract on the due date for payment.
8.3 On termination of the Contract for whatever reason:

(a) You shall immediately pay to Debt Register all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Debt Register may submit an invoice, which shall be payable immediately on receipt;

(b) 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; and

(c) the 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 shall not be affected.
8.4 In the event that Debt Register terminates this Contract under clauses 8.1 or 8.2, any unused Credits purchased by You shall be forfeited.

9. General

9.1 Force majeure.
Save for your Payment obligations hereunder, 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.

9.2 Assignment and other dealings.

(a) You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of Your rights and obligations under the Contract without Debt Register’s prior written consent.

(b) Debt Register may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

9.3 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the Group to which the other party belongs, except as permitted by Clause 9.3(b). For the purposes of this Clause 9.3, Group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 9.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

9.4 Entire agreement.
(a) 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.
(b) 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.

9.5 Variation.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.6 Waiver.
(a) 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.

(b) 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.

9.7 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 9.7 shall not affect the validity and enforceability of the rest of the Contract.

9.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified in the Quotation

(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 9.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This Clause 9.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

9.9 Third party rights.
(a) 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.

9.10 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.

9.11 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.