1. Definitions

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

Agreement
These conditions including any Schedules and Appendixes that accompany the conditions, the Pricing Schedule and the Application Form (if any).
Application Form
If applicable, the application form you completed on the Website to apply for the Services.
Charges
The fees you pay for the Services. These are set out in the Pricing Schedule (unless otherwise agreed by us in writing). If these are not contained in the Pricing Schedule then our standard charges available through the Website will apply (unless otherwise agreed by us in writing).
Client Data
Data and information owned by you and provided to us in connection with the Services.
Commencement Date
The date specified in the Pricing Schedule or, if none is specified, the date on which you first use the Services.
Conditions
These terms and conditions.
DPA
The Data Protection Act 1998 (including any modification or re-enactment of it).
Information
All data, information, reports and other materials of whatever nature provided to you or used by us as part of or in connection with the Services.
Initial Term
The period specified as such in the Pricing Schedule or, if none is specified, the period of 12 months.
Integrator
Any third party through whom, or third party system through which, you access the Services.
Minimum Notice Period
Unless otherwise stated in the Pricing Schedule, a minimum period of 3 months' notice.
Pricing Schedule
The schedule agreed by you and us which contains details of your use of our services and refers to these Terms and Conditions.
Services
The automotive data services as indicated in the Pricing Schedule.
Specification
The description of the Services as set out on our Website.
We, Us or Our
Experian Limited (registered number 653331). Our registered office is at Talbot House, Talbot Street, Nottingham, NG80 1TH.
Website
The website at www.experianautomotive.co.uk or another website through which we deliver the Services.
You, the Client
The person, firm or company to whom we have agreed to provide the Services.

The headings used in these conditions are for convenience only.

2. The services

1. We shall provide the Services to you using reasonable care and skill and in all material respects in accordance with the Specification.
2. The Services are brought to you by us but you agree that (provided that we remain responsible for the actions of our sub-contractors) we may sub-contract the Services or any element of the Services.
3. In relation to any Information that comprises DVLA data, the Schedule and its Appendix to these conditions shall apply. The Schedule and its Appendix shall prevail over these conditions to the extent of any conflict or inconsistency.

3. Period of agreement

This Agreement shall commence on the Commencement Date and (subject to earlier termination in accordance with this Agreement) shall continue for the Initial Term and thereafter until we or you end it by giving prior written notice to the other party of not less than the Minimum Notice Period (such notice not to expire before the end of the Initial Term).

4. Paying charges

1. You will pay the Charges for the Services. All sums referred to in the Pricing Schedule, on the Website or the Application Form or any other documentation are exclusive of VAT.
2. We will invoice you monthly in arrears, unless otherwise stated in the Pricing Schedule.
3. You will pay each invoice in cleared funds within 30 days of the date on which you receive the invoice. If you do not pay the Charges on time, interest will accrue on the overdue amount every day from the date it is due until the date it is paid. We will charge interest at 2% a year above the Barclays Bank plc base rate per year (whether before or after any court judgement).
4. All amounts payable to us do not include Value Added Tax (VAT) or any other applicable taxes which will be charged at the rate that applies at that time.
5. Unless otherwise stated in the Pricing Schedule, the Charges shall be fixed until increased no more than once per calendar year. Any such increase shall not exceed the percentage increase in the Retail Prices Index published by the Central Statistical Office over the 12 months prior to the increase taking effect. If such index ceases to be published then a broadly equivalent index as may be agreed by the parties will be used as a substitute.

5. Use of the Services and Information

1. Each party warrants that it has the full power and authority to enter into this Agreement.
2. All intellectual property rights in any Client Data provided to us by you under this Agreement will remain vested in the Client.
3. The Client grants Experian a perpetual, royalty free, non-exclusive, non-transferable licence to use (and copy) the Client Data in order to perform the Services and for other agreed purposes and in order for us to comply with any requests made to us under statute.
4. All of the intellectual property rights (including copyright and database right) in the Information we provide to you in connection with the Services belongs to us or our licensors. You will not own any of the Information or have any rights to own the information.
5. You acknowledge that parts of the Information contain (among other things):
   • crown copyright data reproduced under licence from the controller of HMSO and the Vehicle Inspectorate; and
   • proprietary data belonging to our licensors.
6. You may only use the Information for the internal business purposes of your business and no other purpose.
7. You shall not:
   • sell, deal, transfer, or otherwise make available any of the Services to any third party or use the Services for the benefit of any third party;
   • reproduce, publish, distribute, sell, deal, transfer or otherwise make available any of the Information to any third party or use the Information for the benefit of any third party
   • adapt, alter, modify or otherwise interfere with the Services and/or the Information;
   • create a database from the Information;
   • otherwise commercially exploit any of the Information;
   • copy interfere with or use in any unauthorised way, any digital certificate, web certificate or any other security device provided by us for use in connection with the Services;
   • remove or suppress any copyright notice or other proprietary markings contained within the Services or Information.
8. You shall comply with our reasonable written instructions and directions in relation to the use of the Services (including in relation to information security).
9. You agree and acknowledge that if information supplied by our licensors is made available to you as part of the Services, we can give our licensors details of your enquiry, your identity and the Charges paid in respect of an enquiry. The rights granted by these conditions are personal to you. You cannot transfer or grant any of these rights to anyone else.
10. Notwithstanding any other provision of these conditions, the Client shall be entitled to disclose any certificates provided by Experian as part of the Services in accordance with the "Permitted disclosures" for the Client's sector as set out in the Appendix to the Schedule.

6. Confidentiality and Compliance

1. Each party agrees that in connection with the provision or use of the Services (as appropriate), it will at all times comply with all applicable legislation, regulations, and other rules having equivalent force including the DPA and (to the extent relevant) the data protection principles referred to in the DPA. The Client shall ensure that all individuals whose personal data (as defined in the DPA) is to be processed by Experian under this Agreement have given consent (to the extent required by the DPA) to such processing.
2. Each party shall, in respect of the Confidential Information for which it is the recipient:
   • keep the Confidential Information strictly confidential and not use or disclose to any person any part of such Confidential Information except as required for the performance of the recipient's obligations under this Agreement;
   • take all reasonable steps to prevent unauthorised access to the Confidential Information;
3. Each party may disclose Confidential Information where it is required to do so by law or by a court or governmental body with competent jurisdiction and the following provided that it shall procure that any party to whom it discloses Confidential Information shall observe the restrictions in this Clause 6:
   • employees and officers of the recipient who require it for the recipient to perform its obligations under this Agreement;
   • the recipient's auditors and professional advisors solely for the purposes of providing professional advice;
   • if we are the recipient, agents and sub-contractors of Experian involved in performing our obligations under this Agreement, and Experian group companies;
   • if we are the recipient the Information Commissioner's Office pursuant to any requirement to do so (whether legally binding or otherwise), and any person as permitted by the DPA or any other statutory provision.
4. We may disclose information in accordance with Clause 5i.

7. Internet Security

1. You acknowledge and agree that control of and security of account numbers, identification codes and passwords used to access the Services (collectively the "Client ID") are your sole responsibility and that we shall have no liability whatsoever to you for any losses (whether direct indirect or consequential) occasioned by use of the Client ID by unauthorised persons.
2. From time to time we may issue you with new Client ID. Any new Client ID will take effect 24 hours after we have given notice to you of the new Client ID.
3. You further agree that:
   • you will maintain appropriate technical and organisational security measures and procedures to prevent the accidental or unauthorised disclosure of the Client ID or the use of the Client ID by any unauthorised persons; and
   • you will inform us immediately on becoming aware of any unauthorised use and/or disclosure of the Client ID, or if any equipment used by you to access the Services is stolen;
   • you remain liable for any and all Charges incurred in connection with the Client ID irrespective of whether such Charges are authorised by you or not; and
   • we may invalidate or otherwise suspend use of the Client ID if: (a) you are in breach of your obligations under these conditions; or (b) you are notified, or become aware, of any unauthorised or improper use of the Client ID by you or any third party, or of the fact that any Client ID or any equipment you use to access the Services has been stolen.

8. Warranties and Liability

1. You understand and accept that the Services and Information may be based upon and comprise data provided to us by third parties or which is otherwise publicly available. Accordingly, we give no warranty about the accuracy or fitness for any particular purpose of the Services and/or Information and/or any advice or opinion we give.
2. You acknowledge and agree that the Services are not intended to be used as the sole basis for any business decision, and that we give no warranty as to the availability of the Services.
3. The warranties expressly set out in this Agreement are the only warranties we give to you in respect of the subject matter of this Agreement. All warranties, representations or terms of equivalent effect which might be implied into this Agreement by law are excluded to the fullest extent permitted by law.
4. Our total liability to you in any year for all claims (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) relating to the Services and/or the Information is limited to the amount paid by you to us in the previous 12 months.
5. We shall not be liable (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) for:
   • any indirect or consequential loss.
   • the following types of financial loss; loss of profits; loss of earnings; loss of business or goodwill; business interruption; even if Experian had notice of the possibility of the Client incurring such losses.
   • the following types of anticipated or incidental losses; loss of anticipated savings; increase in bad debt; loss of sales or revenue; failure to reduce bad debt; reduction in the value of an asset; even If we had notice of the possibility of the you incurring such losses.
6. We do not exclude or limit our liability to you:
   • for breach of Experian's obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
   • for personal injury or death resulting from Experian's negligence or that of its employees, agents and/or sub-contractors;
   • under section 2(3) Consumer Protection Act 1987;
   • for any matter which it would be illegal for us to exclude and/or limit, or attempt to exclude and/or limit, its liability; or
   • for our fraud,
   
   and nothing in this Agreement shall be construed as excluding or limiting such liability.

9. 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.

10. Ending the contract

1. Either of us may terminate this Agreement immediately by serving written notice on the other party:
   • if the other party commits a material breach of an obligation under this Agreement which is not capable of remedy;
   • if the other party commits a material breach of an obligation under this Agreement which is not remedied within 28 days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination;
   • if the other party becomes insolvent.
2. Termination of this Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party: which have accrued before termination; or which are intended to continue to have effect beyond termination. Your entitlement to use the Information shall (unless such entitlement is stated to be perpetual) cease on termination of this Agreement.

11. Events beyond our control

Neither party shall be liable for events beyond its reasonable control.

12. Entire agreement, variation and waiver

1. This Agreement forms the whole agreement between both of us, and takes the place of all previous negotiations, understandings and representations in relation to the same subject matter as this Agreement.
2. These conditions may be changed by us at any time by us giving you notice of the changes to these conditions. If we do not hear from you within 30 days of the date of such notice, we will deem that to be your acceptance of the updated conditions. If you do not agree to the changes, you must notify us within 30 days of the date of the notice, and you shall be entitled to terminate with immediate effect.
3. Except as specified in 12b above 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.

13. Integrators

1. You shall not be entitled to access or use the Services via an Integrator without our prior written consent, which may be subject to additional conditions and/or an inspection of the Integrator.
2. Subject to Clause 8f above, we shall not in any event be liable for any issues or problems arising from the use by you of Integrators.

14. Third Party Rights

Persons who are not a party to this Agreement shall not have any rights under this Agreement.

15. Removing conditions

If a court of law finds any part of this Agreement to be invalid, it will be deleted and the rest of this Agreement shall remain to be in full force.

16. Law

This Agreement is governed by English law. We both agree that the courts of England will have the exclusive power to settle any dispute that may arise out of, under, or in connection with this Agreement.

17. Notices

1. All notices must be in writing and sent by first-class post or fax. If we write to you, we will use the address, fax number or e-mail set out in the Pricing Schedule or Application Form. You can write to us at our registered office address.
2. All notices are considered to have been received:
   • 48 hours after being posted if posted to the correct address; or
   • one hour after being sent if sent by fax within normal working hours
   • Notices sent by email will not be accepted.

18. Special Terms: Vehicle Mileage Check Service

This section is only applicable to you if the Services that we provide to you include the Vehicle Mileage Check Service ("VMC Service").

Where we are providing the VMC Service to you, you acknowledge and agree that we may sub-contract performance of the VMC Service to Vehicle Mileage Check Limited (one of our subsidiaries).

You acknowledge and agree that the VMC Service can only comment on the vehicle(s) on which the VMC Service is conducted.

You acknowledge and agree that it shall at all times remain responsible for ensuring that its vehicle due diligence policies and practices are compliant with all applicable laws.

If you are a VMC Member, we recommend that you adhere to the procedures shown in the due diligence policy document known as Vehicle Mileage Check User Guide ("VMC User Guide"), a copy of which shall be available on request. However, you acknowledge and agree that the VMC User Guide is not intended to replace your own vehicle due diligence policies and practices.

19. Special Terms: Insurance Options

This section is only applicable to you if the Services that we have agreed to provide you include an Insurance Option. For the purposes of this section:

"FSA" means the Financial Services Authority.

"FSCS" means the Financial Services Compensation Scheme.

"Insurance Option" means the Vehicle Information Services Insurance Option and/or the Vehicle Mileage Check Insurance Option (if applicable) as the context requires.

"Insurance Policy" means the Vehicle Information Insurance Policy and/or Vehicle Mileage Check Insurance Policy (if applicable), as the context requires.

"Vehicle Information Insurance Policy" means the terms and conditions relating to the vehicle information insurance which are determined by the Insurance Provider.

"Vehicle Mileage Check Insurance Policy" means the terms and conditions of insurance relating to the Vehicle Mileage Check service which are determined by the Insurance Provider.

"Insurance Provider" means Pinnacle Insurance PLC.

Experian Limited is an Appointed Representative of Motorfile Limited (company number 03009493), which is authorised and regulated by the FSA. Motorfile Limited's FSA registration number is 412553. The registered office of both companies is Talbot House, Talbot Street, Nottingham, NG80 1TH. Motorfile Limited's permitted business is that of an insurance intermediary, advising, dealing in and arranging a contract of insurance and claims handling on behalf of the Insurance Provider to support their Vehicle Information Insurance in respect of our Vehicle Information Services and their Vehicle Mileage Check Insurance in respect of our Vehicle Mileage Check Services.

The Client can check this information on the FSA's register by visiting the FSA's website: www.fsa.gov.uk/register or by contacting the FSA on 0845 606 1234.

The insurance provided with the Vehicle Information Services and/or Vehicle Mileage Check Services is underwritten by the Insurance Provider and Experian acts for and on behalf of this underwriter.

The insurance provided to the Client is based on the information the Client provided to Experian. The Client must ensure that any information it provides for the purposes of insurance is complete and accurate, and that any facts that may influence the Insurance Provider's decision to accept and pay a valid claim, are disclosed. Failure to disclose material information may invalidate a Client's insurance cover and could result in the claim not being paid.

The Client will not have to pay an arrangement fee for the insurance element of our Vehicle Information Services and/or Vehicle Mileage Check Services (as appropriate) but the Client agrees to pay a premium in respect of the Insurance Policy and details of the premium costs and levels of cover are as more specifically detailed either in the Pricing Schedule or a "Demands and Needs" form.

Prior to the premium being forwarded to the Insurance Provider, for the Client's protection, Experian holds the Client's money as an agent of the Insurance Provider and the relevant insurance policy is treated as being paid for. Experian also reserves the right to retain any interest earned on such premiums held. The Client acknowledges and consents to Experian operating in this way.

Further to Clause 6 (Confidentiality and Compliance), the Client acknowledges and agrees that some or all of the information that the Client supplies Experian in connection with its insurance proposal may be passed to the Insurance Provider and other companies for underwriting, claims and premium collection purposes.

Where both Experian and the Client agree to the Vehicle Information Services Insurance Option and provided the Client is eligible in accordance with the Vehicle Information Services Insurance Policy, the Client shall be entitled to certain insurance cover in relation to any motor vehicles that Experian has carried out a Vehicle Information Services enquiry and for which (in Experian's opinion) Experian has given the Client enough information.

Where both Experian and the Client agree to the Vehicle Mileage Check Insurance Option, and provided the Client is eligible in accordance with the Vehicle Mileage Check Insurance Policy, the Client shall be entitled to certain insurance cover in relation to any motor vehicles that Experian has carried out a Vehicle Mileage Check enquiry for and for which (in Experian's opinion) Experian has given the Client enough information.

In order to receive the benefit of the insurance cover on each occasion that the Client wishes to be covered in respect of either a Vehicle Mileage Check enquiry or a Vehicle Information Services enquiry, the Client agrees to pay the relevant premium charge (in addition to the fees) for each vehicle enquiry made. This does not affect Clause 8 (Limits of Liability) of the Terms and Conditions.

As long as the Client meets its obligations to Experian under these conditions, and the terms and conditions contained within the relevant Insurance Policy with the Insurance Provider, and is eligible for such insurance, Experian will arrange for the insurance to be provided by the Insurance Provider.

Please refer to the relevant policy document for details. If the Client wishes to notify Experian of a claim, the Client should contact Experian as soon as possible to Experian Claims Department, Lambert House (LHN1), Talbot Street, Nottingham, NG80 1LN or telephone 0870 333 8030. Alternatively, the Client may contact the Insurance Provider directly by writing to the Customer Relationship Manager, at Pinnacle Insurance plc, Pinnacle House, A1 Barnet Way, Borehamwood, Hertfordshire, WD6 2XX or telephone 020 8207 9000.

If the Client has a complaint regarding either of the Insurance Option services or any of the other Services provided by Experian pursuant to this Agreement, the Client can write to Experian at the registered office address detailed above or telephone 08705 275 145.

If the Client has a complaint relating to the Insurance Provider, the Client may refer the matter to Experian Claims Department, Lambert House (LHN1), Talbot Street, Nottingham, NG80 1LN or telephone 0870 333 8030. Alternatively, the Client may contact the Insurance Provider directly by writing to the Customer Relationship Manager, at Pinnacle Insurance plc, Pinnacle House, A1 Barnet Way, Borehamwood, Hertfordshire, WD6 2XX or telephone 0208 207 9000.

If the Client cannot settle the complaint with either Experian or the Insurance Provider, the Client may refer the matter to the Financial Ombudsman Service by telephone on 0845 080 1800 and further information is available at www.financial-ombudsman.org.uk.

Experian is covered by the FCSC. The Client may be entitled to compensation from the scheme if Experian cannot meet its obligations. The compensation available depends on the type of business and the circumstances of the claim. Insurance advising and arranging is covered for 100% of the first £2,000 and 90% of the remainder of the claim, without any upper limit. Further information about the compensation scheme arrangement is available from the FSCS at www.fscs.org.uk or telephone 0207 892 7300.

Without prejudice to the terms of this Agreement or to any other insurance cover provided to the Client pursuant to the Vehicle Information Services Insurance Option and/or the Vehicle Mileage Check Insurance Option, the Client may cancel any insurance policy cover at any time in respect of a specific enquiry at any time in writing.

Cancellation of a particular insurance policy should not be confused with cancellation of an Insurance Option. If the Client wants to cancel an Insurance Option, the Client must give Experian at least 14 days' notice in writing, and such cancellation will be without prejudice to any other Services that Experian provides pursuant to this Agreement.

DVLA DATA SCHEDULE

The Driver Vehicle Licensing Agency ("DVLA") has stipulated that the following terms and conditions shall apply to a client of Experian who receives DVLA vehicle data as part of services provided by Experian. The below terms and conditions have been imposed and Experian has no authority or ability to agree to any amendments.

1. The Client acknowledges that the DVLA may request Experian to immediately omit or cease to provide any such part of the DVLA data for such period as the DVLA may determine. Upon Experian receiving such a request from the DVLA, the Client agrees that Experian shall be entitled to immediately comply with such request and such compliance shall not be in breach of this Agreement.
2. The Client acknowledges that the DVLA may terminate the supply of DVLA data to Experian or change the data supplied or manner of supply to Experian. Upon such termination or change, the Client agrees that Experian shall be entitled to cease supplying DVLA data to the Client as part of the Services or change the DVLA data it supplies to the Client, or the manner of supply to the Client.
3. The Client shall permit Experian to keep a record of checks made by customers of the Client using the services against particular assets, and agrees that Experian is entitled to disclose such record to the DVLA.
4. In relation to DVLA data, the Data Caching and VIN Appendixes below shall apply in addition to licence terms and restrictions elsewhere in this Agreement.

1. For the purpose of this Appendix, "caching" and "cache" are defined as the temporary or permanent storage of DVLA data.
2. The Client shall only be permitted to cache:
   1. for a limited period of 24 hours to allow multiple hits against a single record as part of continuous enquiry e.g. multiple insurance quotes from a website or call centre;
   2. for a limited period where it is necessary to retain the results of a data record for auditing purposes/contractual issues. The data must be held in archive records and must only be retained as long as necessary for this purpose.
3. The Client must not use DVLA data to fulfil further enquiries or transactions on its behalf or from other actual or potential customers, nor to fulfil multiple enquiries such as insurance or financial quotes after the 24 hour period above has expired.
4. For the avoidance of doubt, storage of DVLA data for future use/to create an alternative database is not permitted.

1. In this Appendix the following additional definitions shall apply:
   1. "VRM" means Vehicle Registration Mark;
   2. "VIN" means a Vehicle Identification Number;
2. Where VIN data is available as part of the Services, the Client agrees that it shall only request, and is only entitled to request, such data where:
   1. the Client business is in a sector listed in the table below as being a sector where disclosure of a VIN can occur; and
   2. the reason for the request is listed in the relevant "Why needed" section of the table below for the Client's sector.
3. In relation to any VIN data received by the Client from Experian, the Client shall only use such data in accordance with the relevant "Permitted disclosure" section of the table below for the Client's sector.
4. In relation to any VIN data received by the Client, the Client agrees that it shall:
   1. take appropriate technical and organisational measures against unauthorised disclosure of such data;
   2. not retain such data for longer than is necessary nor use it for any purpose other than the relevant "Permitted disclosure" section of the table below for the Client's sector;
   3. not disclose the data to third parties unless permitted by the relevant "Permitted disclosure" section of the table below for the Client's sector.

Market Sectors where disclosure of VIN can occur:

Market sectors where the VIN cannot be disclosed:

The VIN cannot be disclosed to the Client unless the Client falls into one of the sectors above. For the avoidance of doubt, the VIN cannot be disclosed to third parties that are:

• Consumers; or
• Marketing Companies (other than those working on behalf of approved trade sector clients in respect of their core activities under permitted uses)

e-series Motor Terms and Conditions
Version: 2.0
Dated: 4 February 2009