1. Definitions

1. Some words and phrases used in these conditions have special meanings. These meanings are set out below.
   
   

   Application Information
   Information You obtain from the citizen and that You give to us so that We can perform the Services.
   
   Charges
   The fees You pay for the Services. These are the charges for the Services that We agree with You before You start to use the service set out in the "Charges Schedule" which We will agree with You. If We do not agree any charges with You, our standard charges for the Services will apply (you can ask us for a copy of these).
   
   Commencement Date
   The date on which You first use the Services (unless We agree otherwise in writing).
   
   DPA
   The Data Protection Act 1998
   
   FOIA
   The Freedom of Information Act 2000 or the Freedom of Information (Scotland) Act 2000 as appropriate.
   
   Information
   Any information, reports or results We give You as part of the Services.
   
   Public Authority
   A public authority under the provisions of the FOIA.
   
   Price Indexation Date
   Each anniversary of the Commencement Date.
   
   Retail Prices Index
   The all items index of the Retail Prices Index (or any replacement index) published by the Central Statistical Office (or any replacement body).
   
   Section 29
   Section 29 of the DPA
   
   Section 29 Purposes
   For the purposes of prevention and detection of crime, the apprehension or prosecution of offenders or the assessment or collection of any tax or duty or any imposition of a similar nature.
   
   Senior Officer
   Your senior officer appointed under Condition 6b.
   
   Services
   The CitizenView Services We provide to You through the Website under these conditions comprising the following search options:
   
   

   1. Residency checking
   2. Debtor tracing
   3. Publicly Available information to assist with the recovery of Outstanding Local Authority or other Public Sector organisation Debt
   4. Information to assist with the recovery of outstanding Council Tax Debt and investigations into fraud.
   
   We
   Experian Limited (registered number 653331). Our registered office is at Talbot House, Talbot Street, Nottingham, NG80 1TH.
   
   Web site
   The website at www.experian-citizenview.com or any other website through which We deliver the Services.
   
   Year
   A period of 12 months from the Commencement Date or any later anniversary of that date.
   
   You
   The Local Authority or other Public Sector organisation which We accept as an account holder for our CitizenView Services.
   
   

2. The headings used in these conditions are for convenience only and do not affect these conditions.

2. Services

1. We will provide the Services in line with these conditions. You must use the Services in line with these conditions.
2. We can change the Services at any time due to circumstances beyond our reasonable control.

3. Paying charges

1. You agree to pay the Charges for the Services. We can invoice You at any time after the end of each month for the Charges You have to pay in that month. You will pay each invoice within 30 days of the date on which You receive it or, if We agreed in writing, by direct debit to our chosen bank account.
2. If You do not pay the Charges on time, We can write to You and tell You that We will charge You interest on the amount You owe. This will not affect any other action that is available to us. We will charge interest at 2% a year above the Barclays Bank plc base rate from the date on which You receive our written notice until the date on which We are paid (whether before or after any court judgement).
3. All amounts payable to us do not include Value Added Tax (VAT) or any other charge which will be charged at the rate that applies at that time.
4. The Charges will be fixed until increased on the next (and on each subsequent) Price Indexation Date. Any such increase shall not exceed the relevant increase in the Retail Prices Index over the corresponding period from the last Price Indexation Date (or in the case of the increase due on the first anniversary of the Commencement Date the increase in the Retail Prices Index over the period from the Commencement Date to the first anniversary of the Commencement Date).

4. Use of Full Electoral Roll

1. Where You have requested us to use the full electoral roll then the following provisions apply:
   • Any request from You with regard to the full electoral roll shall be made in accordance with The Representation of the People Act 2000 and any regulations made thereunder (including without limitation, The Representation of the People Regulations 2002) as amended from time to time ("ROPA Laws");
   • Where You appoint us to provide and/or process the full electoral register for You We shall do so for the purposes of providing the Services to You subject to your entitlement to request such a Service being permitted in all respects under ROPA Laws;
   • You warrant that any such request from You for us to process the full electoral roll, whether or not We provide or only process the full electoral roll information that You supply, shall be fully in accordance with the rights and restrictions applicable to You under ROPA Laws;
   • Should your entitlement under ROPA Laws to make such a request for us to process the full electoral roll, whether or not We provide or only process the full electoral roll information that You supply to us, change at any time during our execution of your request, You undertake to inform us promptly of such change in entitlement and acknowledge that upon such notice We may (at our sole discretion) not begin or cease processing and/or not supply the full electoral roll information to You; and
   • Where You will provide a copy of your full electoral roll information to us to process on your behalf We shall hold and process such information as data processor on your behalf for the purposes of providing the Services to You.

5. Copyright and confidentiality

1. All of the intellectual property rights (including copyright and database right) in the Information belong to us or our licensors. You will not own any of the intellectual property or have any rights to own the intellectual property.
2. You may only use the Services for the purposes of your normal activities. Unless required by law, You must:
   • keep the Information strictly confidential;
   • not publish the Information;
   • not give the Information to anyone else;
   • only give the Information to your officers or employees (or both) who need to know or use it (you must make sure that your officers and employees meet these confidentiality conditions); and
   • not copy, distribute or commercially exploit the Information unless these conditions allow you to.
3. You must not use, or allow others to use, the Services or Information (or both) to provide authentication, fraud prevention, credit reference, employment referencing, tracing services or any other information-based services to anyone else.
4. You may only use the Information provided in the provision of the Debtor Tracing Service option for the purposes of debt recovery in order to locate the home address of citizens who are in debt to You.
5. For any search requested for Section 29 Purposes in addition to the provisions of Condition 5(a), (b), (c) and (d) above.
   • You may only request that search if the purposes for which You use the results of that search are valid Section 29 Purposes;
   • Your request for that search must be a valid request in compliance with Section 29
   • You must only give the information returned in response to that search to your officers or employees (or both) who need to use it for Section 29 Purposes;
   • You must use the Information returned in respect of that search for Section 29 Purposes only
   • If requested to do so You agree to provide written evidence to us evidencing the validity of your search request and your compliance with the DPA in respect of that search (if You fail to do this without limitation to all other rights and remedies We can refuse to perform that search and/or suspend and/or terminate the Services (without liability to You)).

6. Security

1. You must follow any rules and guidelines that apply to the way in which We provide the Services. We will make sure that the Services, our information and our systems are secure.
2. You will appoint a senior officer (being a person of suitable expertise and seniority) who will have responsibility for legitimising and authorising your Section 29 search requests and ensuring that You comply with your obligations under these conditions ("Senior Officer"). You will provide us with the name and contact details of your Senior Officer. Your Senior Officer will immediately notify us of any breach of these conditions by You or any irregular activity with regard to your Section 29 searches or otherwise.
3. Access to the Services is granted only through digital certificates provided by us. You agree that You will follow any reasonable instructions We may issue with regard to the use of these certificates. Access to the Services and Information is limited and You will only permit personnel expressly authorised by us to have access to the Services and the Information.
4. We refer to account numbers, identification codes and passwords used to access the Services as 'Client ID'.
5. You are responsible for making sure that You keep your Client ID secure. We will not be responsible for any losses arising from anyone using your Client ID, whether authorised by You or not. This includes unauthorised access to your computers or network (or both), or any Information not deleted when these systems are updated or replaced. We can give You a new Client ID at any time. Any new Client ID will apply 24 hours after We give You the new Client ID.
6. You also agree that You will:
   • maintain appropriate technical and organisational security measures and procedures to prevent your Client ID being accidentally given to or used by unauthorised people;
   • tell us as soon as You become aware that anyone has found out or used your Client ID without your permission, or if any equipment You use to access the Services is stolen; and
   • be responsible for all charges connected to the Client ID, whether or not You agree to these charges.
7. We may cancel or suspend your use of the Client ID if:
   • You break any of your obligations under these conditions; or
   • We are told about, or become aware of, any unauthorised or improper use of your Client ID (either by you or by someone else), or that any equipment You use to access the Services has been stolen.

7. Performance and Liability

1. We use all reasonable skill and care to provide the Services.
2. You agree that You will not make any of your business decisions and nor will You take any action based just on the Information. You will also take reasonable steps to corroborate the Information.
3. You acknowledge that:
   • the Services are based on information other people give to us and We cannot control the accuracy of this Information;
   • We do not guarantee the accuracy of the Information, nor that the Information will provide an accurate credit summary assessment or location of the citizen (as applicable);
   • We are not responsible for any loss which You suffer as a result of You relying on Services being available; and
   • We are not liable for any loss which You suffer as a result of a claim made by someone who We have information about.
4. We are not liable to You for any of the following as a result of our negligence or us breaking the contract or other liability or obligation.
   • Indirect or consequential loss.
   • Loss of profits, loss of sales, loss of earnings or an increase in (or failure to reduce) bad debt.
   • Loss of anticipated savings, loss of revenue.
   • Fraud (other than any fraud committed by us).
   • Loss of business.
5. Our total liability to You in any Year for all claims for negligence, breaking the contract, or other liability or obligation relating to the Services is limited. In the first Year, our liability is not more than the amount You have paid for the Services provided during that Year. In later Years, our liability is not more than the amount You have paid for the Services provided in the previous Year.
6. As far as We are allowed by law, We do not give any representations, guarantees or conditions that:
   • the Services or the Information (or both) are fit for a particular purpose;
   • the Services or the Information (or both) will not affect anyone else's intellectual property;
   • the Services or the Information (or both) will meet your requirements; or
   • the Services will be uninterrupted, provided when We say they will, secure and error-free.
7. Nothing in these conditions excludes our liability for death or personal injury arising out of our negligence.
8. You will protect us, and keep us fully protected, against any claims or actions made or brought against us as a result of:
   • You making the Information inaccurate or incomplete (whether by something You do or something You don't do); or
   • You using the Services.
   • Your default (including but not limited to breach of these conditions) if that default results in a claim being made against us arising from the use of any data in connection with these conditions
   This protection will include all losses, damages, costs and other expenses (including any payments We make to settle any claims or actions on the advice of our lawyers) that We have to pay, and You promise to pay us for any loss, damage, cost or other expense. The protection will not apply if We are at fault.

8. General confidentiality

1. We will both make sure that our officers, employees and agents do not pass any Confidential Information about the other to anyone else. This will not affect any of the other parts of these conditions.
2. "Confidential Information" means:
   • any information about our trade secrets, customers, business dealings or transactions; and
   • any information relating to the methods or techniques We use to provide the Services. These include any tapes, documents or other materials.
3. These conditions do not apply to any Confidential Information which:
   • a court, tribunal or governmental authority orders us to reveal;
   • is already public knowledge, other than where either You or We break these confidentiality conditions;
   • the person who was told already knew (as shown in written records); or
   • was independently received from someone else, without that person breaking any confidentiality obligations they have to either You or us.
4. For the avoidance of doubt if You are a Public Authority You acknowledge:
   • Clause 8c is not intended to allow You under the FOIA to confirm or deny the existence of our Confidential Information or disclose any of our Confidential Information;
   • Our Confidential Information is of a confidential nature and is neither trivial nor readily available by other means;
   • Your disclosure of Confidential Information in breach of these conditions would amount to a breach of confidence actionable by us against You;
   • Our Confidential Information amounts to a trade secret and any disclosure by You of such information would or would be likely to prejudice our commercial interests; and
   • You will give us reasonable prior written notice of any request received by You under the FOIA before You return any information to the person requesting the same where such request relates to any information disclosed to You by us.
5. Notwithstanding any other provisions of these conditions, You acknowledge and agree that the following are our Confidential Information and that the disclosure by You of the following to any third party will amount to a breach of confidence actionable by us:
   • That We are providing the Services to You;
   • The total fees charged by us for the provisions of the Services;
   • The breakdown of fees charged by us for the provision of the Services;
   • The fact that we are providing score based assessments to You
6. You further acknowledge and agree that the facts set out in Condition 8(e) above are confidential for the following reasons, namely that:
   • The Services are complicated in nature and that statements made about the Services without our express consent and approval could easily be misinterpreted or misrepresented (whether intentionally or otherwise) in such a way as to harm our reputation;
   • The fees and details of fees charged by us have been negotiated and agreed specifically with You and represent commercially sensitive information that would give an unfair advantage to competitors if they became public knowledge;
   • The nature of the Services and our means of providing them are the result of a time-consuming and substantial investment and represent our trade secrets.
7. As a result of the provisions of Condition 8(e) and 8(f) You agree and undertake not to disclose any of the facts in Condition 8(e) without our prior written consent.

9. Application Information

You grant us a royalty-free, non-transferable licence for the term of this agreement to copy, use and retain the Application Information for the purpose of providing the Services to You, and for such other purposes as We have agreed.

10. Co-operation and help

At your own cost, You must co-operate with us and give us the Information and help We need to perform our obligations in relation to the Services.

11. Ending the contract

1. Either of us may end your entitlement to receive the Services by giving the other at least seven days' notice, in writing. If We have agreed that You will use and pay for the Services over any agreed period, this notice may take effect only after that period ends.
2. Either of us may end your entitlement to receive the Services by giving the other notice in writing if
   • the other commits a material breach of any of its obligations under these conditions and that material breach cannot be remedied
   • the other commits a material breach of any of its obligations under these conditions which is not remedied within 28 days after receipt of notice describing the breach from the party not in breach
   • the other enters into liquidation (apart from solvent liquidation for the purposes of amalgamation or reconstruction) or is dissolved or declared bankrupt or has a receiver, administrator or administrative receiver appointed over all or part of its assets, or enters into any arrangement with its creditors or takes or suffers any similar action.
3. Non-use or infrequent use of the Services can be an indication of possible fraud. We therefore reserve the right to terminate your entitlement to use the Services by written notice if
   • You make no use of the Services for a continuous period of 6 months; or
   • the charges which You incur in relation to the Services in any continuous period of 12 months are less than £480 plus VAT (or such other minimum spend figure as We apply generally to our clients of the Services at any time).
   We also reserve the right to suspend your use of the Services if We have any other reason to believe that the Services may be being used for the purpose of fraud. We will notify You if We exercise this right to suspend, and will give due consideration (through our standard procedures) to any request You make for the Services to be re-instated. If, however, We then remain of the view that the risk of fraud remains, or if You have not made a request for reinstatement within a reasonable time period set by us, We reserve the right to terminate your entitlement to use the Services by written notice.
4. Ending the contract will not affect:
   • any other rights either You or We gained before the contract ended; or
   • any part of these conditions that apply even when the contract has ended.
5. We can cancel your Client ID as soon as We or You end the contract. As soon as the contract ends, You must give us back any documents We gave You in connection with the Services, together with all copies of our Confidential Information.
6. We may from time to time modify or terminate the whole or any part of the Services upon written notice to You if any data source which We use or intend to use in the provision of the Services ceases to be available to us (whether in whole or in part) or ceases to be available to us upon terms or in a manner acceptable to us.

12. Following the law

1. Both of us agree that, in relation to providing and using the Services (as appropriate), We will both follow all relevant legislation and regulations. These include:
   • the Consumer Credit Act 1974;
   • the DPA (including the Data Protection principles);
   • all amendments to the above Acts; and
   • any regulations or requirements made by any governmental authority or equivalent body.
2. You agree to hold all the necessary registrations and licences. Whenever You want to use the Services, You must get permission from the relevant person using wording proposed by us (if any). If You fail to get this permission, You must not use the Services on behalf of the relevant person.

13. Events beyond our control

1. If either of us cannot carry out our obligations because of events beyond our control, whoever cannot perform their obligations will tell the other. Their obligations will be suspended and they must do all they can to put the situation right as soon as possible.
2. Events beyond our control include the following acts or circumstances which neither of us can prevent.
   • Acts of God.
   • Strikes, lockouts or other industrial disturbances.
   • Wars, blockades, riots, epidemics, landslides, lightning, earthquakes, fires, storms, civil disturbances and terrorism.
   • Governmental regulations and directions.
   • Any failure of hardware, software, telecommunications Services or equipment which We use to provide the Services, which is due to the fault of someone else.
   • Any other cause that is not within our or your reasonable control.

14. Transferring rights

The rights granted by these conditions are personal. Neither of us can transfer or grant any of these rights to anyone else without the permission, in writing, of the other. This permission must not be unreasonably withheld or delayed.

15. Deciding whether to enforce rights

If either of us fails to exercise any right or solution available under these conditions, any failure or delay will not prevent either of us from relying on those rights or solutions in the future.

16. Entire Agreement

1. These conditions and the Charges Schedule are the whole agreement between both of us. They take the place of all previous negotiations, understandings and representations.
2. Other than our rights under the heading 'Services', these conditions may only be changed in writing, signed by both of our authorised representatives. This does not apply if either of us agreed to these conditions as a result of the other side's fraudulent misrepresentation.
3. If these conditions conflict with any other terms available on the Website at any time (including but not limited to the terms of use), these conditions will apply. In this document, references to 'conditions' will include any changes that We make to these conditions.

17. Removing conditions

If a court finds any part of these conditions to be invalid, it will be deleted and the rest of these conditions will stay in full force.

18. Law

These conditions will be governed by English law. We both agree that the courts of England will have the power to settle any disagreement that may arise out of, under, or in connection with these conditions.

19. Notices

1. All notices must be in writing and sent by recorded-delivery post, fax or e-mail. If We write to You, We will use the address, fax number or e-mail address that You gave in your application to receive the Services. You can write to us at the address shown on the website if this is the address of our registered office.
2. All notices are considered to have been received:
   • two working days after being posted if posted to the correct address;
   • one hour after being sent if sent by fax to the correct fax number;
   • one hour after the person it is addressed to starts work if sent by fax outside their normal working hours; and
   • when a receipt notice is received if sent by e-mail to the correct e-mail address.
   If You or We send a notice by fax, the original fax must be put in the post on the same day that the fax is sent.

20. Third Party Rights

Only You and We have legal rights under these conditions. Under the Contract (Rights of Third Parties) Act 1999, no-one else will be able to enforce any part of these conditions.

21. Audit

1. You will permit us to audit that You are complying with your obligations under these Conditions provided We give you:
   • Reasonable notice of any such audit and conduct the audit during your normal working hours;
   • Observe your security procedures in connection with such audit;
   • Comply with your reasonable regulations governing health and safety;
   • Take reasonable steps to minimise disruption to You during such audit
2. We will submit to your Senior Officer monthly reports in respect of your requests for searches in that month.

22. Legislation

If for regulatory reasons or as a result of any changes in legislation, regulations codes or other rules (including any reasonable interpretation of these) We consider in our reasonable opinion that it is no longer desirable or practicable for us to continue to provide the Services We, by giving You at least three months notice in writing, may modify the Services or terminate this Agreement (without liability). In exercising these rights We will give due regard to Your interests.