(last updated 26 February 2025)
Please read these Terms and Conditions carefully.
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
Account means an account enabling a Customer to manage the Service, including administrator accounts, developer accounts and user accounts.
Additional Terms means the additional terms and conditions relating to a particular Dataset and/or elements of the Service which apply if the Customer selects the relevant Dataset or element of the Service, including but not limited to the terms within Schedule 1 (End User Terms).
Affiliate means an entity that Controls, is Controlled by, or is under common Control with the relevant entity.
Agreement means these Terms and Conditions incorporating the Additional Terms, the Services Order Form (if applicable) and any amendments from time to time.
Business Day means any weekday other than a bank or public holiday in England.
Business Hours means the hours of 09:00 to 16:30 GMT/BST on a Business Day.
Charges means the amounts specified when signing up online or within the Services Order Form. Such Charges may be amended as per Clause 10.4.
Client means any third party that uses the Service within a product which is provided, sold or licensed to them by the Customer.
Confidential Information means any and all information that is marked or otherwise identified as confidential at the time of disclosure or that a reasonable person would deem confidential in nature, including technical, commercial or other information imparted or disclosed by one party to the other or otherwise obtained by one party relating to the other party’s business, finance or technology, know-how, Intellectual Property Rights (which the parties agree encompasses trade secrets).
Control means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly).
Customer means the person or legal entity that signs up for the Service or is identified on the Services Order Form.
Customer Data means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to Swiftcomplete for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Service by the Customer (but excluding analytics data relating to the use of the Platform and server log files).
Customer Personal Data means any Personal Data that is processed by Swiftcomplete on behalf of the Customer in relation to the Agreement.
Dataset means any data, including Third Party Data, made available to the Customer through the Service by Swiftcomplete under this Agreement.
Data Protection Laws means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018 (DPA 2018).
Documentation means any documentation relating to the Service produced by Swiftcomplete and delivered or made available by Swiftcomplete to the Customer.
Effective Date means the date upon which the parties execute a hard-copy Services Order Form; or, following the Customer completing and submitting the online Services Order Form published by Swiftcomplete on Swiftcomplete's website, the date upon which Swiftcomplete sends to the Customer an order confirmation.
Force Majeure Event means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, pandemic, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, 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 (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).
Parent means, in relation to a company, any entity that Controls, directly or indirectly, the affairs and policies of that company, whether through ownership of voting securities, by contract, or otherwise, and includes any holding company as defined in section 1159 of the Companies Act 2006
Personal Data has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time.
Platform means the platform managed by Swiftcomplete and used by Swiftcomplete to provide the Service, including the application and database software for the Service, the system and server software used to provide the Service, and the computer hardware on which that application, database, system and server software is installed.
Service means the Swiftcomplete Places or Swiftcomplete Descriptions service provided to the Customer under the Agreement.
Service Specification means the specification for the Platform and Service set out on the Services Order Form and in the Documentation.
Services Order Form means an online order form published by Swiftcomplete and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference.
Swiftcomplete means Swiftcomplete Ltd, a company incorporated in England and Wales (registration number 11211428) having its registered office at Great Western Studios, 65 Alfred Rd, London, England, W2 5EU, UK.
Third Party Data means any data used in the Service belonging to a Third Party Data Supplier.
Third Party Data Supplier means Swiftcomplete’s data suppliers that provide Third Party Data for use in the Service.
Update means a hotfix, patch or minor version update to any Platform software.
Upgrade means a major version upgrade of any Platform software.
1.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
1.3 General words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
1.4 Singular words include the plural and plural words include the singular.
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force indefinitely unless it is terminated in accordance with these Terms and Conditions.
2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract, with each contract subject to these Terms and Conditions.
3.1 Swiftcomplete will provide the Customer with the Service detailed on the Services Order Form in accordance with the Agreement.
3.2 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the provision by Swiftcomplete shall be the exclusive property of Swiftcomplete.
4.1 The Customer shall comply with the Terms and Conditions and all Additional Terms in the Agreement.
4.2 Swiftcomplete grants to the Customer a worldwide, non-exclusive, non-sublicensable, non-transferable, revocable licence to use the Service during the Term in accordance with the Documentation and the Agreement.
4.3 The right to use the Service granted by Swiftcomplete to the Customer is subject to the following limitations:
(a) for its own internal business purposes; and
(b) within a product or service it provides, sells or licenses to its own Client(s), provided the Customer (i) enforces the End User Terms in Schedule 1 upon the Client and (ii) provides Swiftcomplete with the Client’s business name, company number and registered office address in writing in advance.
4.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by Swiftcomplete to the Customer is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Service;
(b) the Customer must not permit any unauthorised person to access or use the Service;
(c) the Customer must not republish or redistribute any content or material from the Service;
(d) the Customer must not make any alteration to the Platform;
(e) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Service without the prior written consent of Swiftcomplete;
(f) the Customer must not use automated systems, scripts or processes to extract or scrape data from the Service or Platform;
(g) the Customer must not attempt to reverse engineer, reverse assemble, decompile, or otherwise attempt to derive source code, algorithms or structure of the Service or Platform;
(h) the Customer shall not use the Service for any application that replicates or attempts to replace the essential user experience of, or which functions substantially the same as, the Platform and Service or any other product or service offered by Swiftcomplete;
(i) the Customer must not, except as expressly authorised under the Agreement, copy, rent, lease, sell, transfer, assign, sub-license, disassemble, reverse engineer or decompile (except to the limited extent expressly authorised by applicable law), modify or alter any part of the Platform or the Services; and
(j) the Customer must ensure that, both itself and its Clients, comply with the End User Terms within Schedule 1.
4.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Platform or the Service.
4.7 The Customer must comply with Schedule 1 (End User Terms) and must ensure that its Clients comply with Schedule 1 (End User Terms).
4.8 The Customer must not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service.
4.9 The Customer must not use the Service:
(a) in any way that is unlawful, illegal, immoral, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, immoral, fraudulent or harmful purpose or activity. Swiftcomplete may terminate the Agreement immediately upon written notice to you if it (acting reasonably) determines or suspects that you have breached any of the terms of this Clause 4.9.
4.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the term of the Agreement.
4.11 The following web browsers (the current releases from time to time) are supported by the Platform: Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that Swiftcomplete agrees in writing shall be supported.
4.12 The Customer shall, upon written request from Swiftcomplete, demonstrate its integration of the Service within its own product or platform and will make any adjustments, prior to public launch, that Swiftcomplete deems necessary to ensure the Clients’ experience is in line with other integrations of Swiftcomplete’s technology. Swiftcomplete agrees to act reasonably and in good faith when providing adjustments to the Licensee.
4.13 The Customer shall not amend any placeholder wording provided by ways of provision of the Service (including but not limited to not removing any reference to ‘what3words’ in any address search functionality).
4.14 Swiftcomplete may suspend the provision of the Service if any amount due to be paid by the Customer to Swiftcomplete under the Agreement is overdue, and Swiftcomplete has given to the Customer at least 14 days' written notice, following the amount becoming overdue, of its intention to suspend the Service on this basis.
5.1 Swiftcomplete and its Third Party Data Suppliers shall have the right, with reasonable written notice and during Business Hours, to audit the Customer’s use of the Service and Third Party Data.
5.2 Swiftcomplete and its Third Party Data Suppliers shall:
(a) take reasonable steps to minimise disruption to the Customer during the audit; and
(b) be responsible for any costs of the audit, except where the Customer is suspected of being (with Swiftcomplete acting reasonably) or found to be non-compliant with any obligation under the Agreement, in which case the Customer shall reimburse the auditor for the full cost of the audit.
5.3 The Customer shall provide the auditor with full access to its premises, employees, computers and IT systems as required for the purpose of the audit.
6.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to Swiftcomplete, or procure for Swiftcomplete, such:
(a) co-operation, support and advice;
(b) information and documentation; and
(c) governmental, legal and regulatory licences, consents and permits, as are reasonably necessary to enable Swiftcomplete to perform its obligations under the Agreement.
6.2 The Customer must provide to Swiftcomplete, or procure for Swiftcomplete, such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by Swiftcomplete to enable Swiftcomplete to perform its obligations under the Agreement.
7.1 The Customer hereby grants to Swiftcomplete a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Swiftcomplete's obligations and the exercise of Swiftcomplete's rights under the Agreement. The Customer also grants to Swiftcomplete the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
7.2 The Customer warrants to Swiftcomplete that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law and the Customer indemnifies Swiftcomplete fully against any such third party claim.
7.3 Swiftcomplete’s Privacy Policy sets out how Swiftcomplete processes any Customer Personal Data. Swiftcomplete complies with all Data Protection Laws when providing the Service.
8.1 The Customer agrees that Swiftcomplete may refer to the Customer and use the Customer logo on any Swiftcomplete marketing material or website pages. As such the Customer grants Swiftcomplete an irrevocable, non-exclusive, non-transferable, and non-sublicensable royalty-free, worldwide licence to use the Customer logo for the sole purposes of the promotion, marketing and advertisement of the Customer’s collaboration with Swiftcomplete. Swiftcomplete may publicly refer to the Customer orally or in writing as a customer and may also publish the Customer’s name or logo on its website, products, in press releases and promotional materials. The Customer warrants that it has all necessary rights to use and license the logo to Swiftcomplete as provided for in this Clause.
8.2 The Customer may opt out of appearing on the Swiftcomplete website or marketing material by written notice to Swiftcomplete.
9.1 The Customer understands and agrees that all rights, title, and interest in and to the Platform, any Swiftcomplete data and anything else provided to Customer by Swiftcomplete further to the Platform and the Service, including any Intellectual Property Rights in, and connected with any of the foregoing, are owned by, or licensed to, Swiftcomplete. Except as expressly stated herein, the Agreement does not grant the Customer any rights (including Intellectual Property Rights) or licences in respect of Swiftcomplete’s Platform, products, Service or Intellectual Property Rights.
10.1 The Customer shall pay the Charges to Swiftcomplete in accordance with the Services Order Form and in accordance with the Agreement.
10.2 If the Charges are based in whole or part upon the time spent by Swiftcomplete performing the Services, Swiftcomplete must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to Swiftcomplete any Charges in respect of Services performed in breach of this Clause.
10.3 All amounts stated in or in relation to the Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to Swiftcomplete.
10.4 Swiftcomplete may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation, with the amended Charges, taking effect immediately upon notice being provided.
11.1 Swiftcomplete shall issue invoices for the Charges to the Customer from time to time during the Term.
11.2 Where an invoice is issued to the Customer, the Customer must pay the Charges to Swiftcomplete within 30 days following the issue of an invoice in accordance with this Clause.
11.3 The Customer must pay the Charges by debit card, credit card or bank transfer (using such payment details as are notified by Swiftcomplete to the Customer from time to time).
11.4 If the Customer does not pay any amount due to Swiftcomplete under the Agreement by the due date, Swiftcomplete may, at its sole discretion:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
12.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, Swiftcomplete gives no warranty or representation that the Platform or the Service will be wholly free from defects, errors and bugs.
12.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, Swiftcomplete gives no warranty or representation that the Platform or the Service will be entirely secure.
12.3 The Customer acknowledges that the Platform and Service are designed to be compatible only with that software and those systems specified as compatible in the Service Specification; and Swiftcomplete does not warrant or represent that the Service will be compatible with any other software or systems.
12.4 The Customer acknowledges that Swiftcomplete will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Platform or the Service; and, except to the extent expressly provided otherwise in these Terms and Conditions, Swiftcomplete does not warrant or represent that the Platform or the Service or the use of such by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
12.5 The Customer acknowledges that Swiftcomplete does not warrant or represent the suitability, reliability, availability, timeliness, and accuracy of any information returned by the Platform or the Service.
12.6 The Customer acknowledges that it is their sole responsibility to fully check any and all information returned by the Platform or the Service against their expectations.
12.7 The Customer acknowledges that the information returned by the Platform or the Service is provided “as is” without warranty or condition of any kind.
12.8 The Customer acknowledges that no advice or information, whether oral or written, obtained by the Customer from Swiftcomplete, or through the Platform or the Service, will create any warranty.
13.1 The Customer shall indemnify and shall keep indemnified Swiftcomplete and its Affiliates, Parent, directors, officers, employees, strategic partners, licensors, and their suppliers against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) and expenses relating to any allegation or third-party legal proceeding suffered or incurred by Swiftcomplete and arising directly or indirectly as a result of the Customer’s use of the Platform or the Service or any breach by the Customer of the Agreement.
14.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable Law.
14.2 The limitations and exclusions of liability set out in this Clause and elsewhere in these Terms and Conditions:
(a) are subject to Clause 14.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
14.3 Swiftcomplete shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
14.4 Swiftcomplete shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
14.5 Swiftcomplete shall not be liable to the Customer in respect of any loss of revenue or income.
14.6 Swiftcomplete shall not be liable to the Customer in respect of any loss of use or production.
14.7 Swiftcomplete shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
14.8 Swiftcomplete shall not be liable to the Customer in respect of any loss or corruption of any data, database or software.
14.9 Swiftcomplete shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
14.10 The liability of Swiftcomplete to the Customer under the Agreement in respect of any event or series of related events shall not exceed the total amount of Charges paid by the Customer to Swiftcomplete under the Agreement in the 12 month period preceding the commencement of the event or events.
15.1 Swiftcomplete agrees to a service level that provides for 99.9% availability of the Platform, measured across each year of the Agreement, except if unavailability is due to an “Excusable Cause”, as defined in Clause 15.2 below (the “SLA”). Note that availability shall only be measured over a full year and as such the Customer must have at least a full year of paid use of the Service.
15.2 The following occurrences are each an “Excusable Cause”:
(a) scheduled maintenance or an Update or Upgrade;
(b) any Force Majeure event;
(c) any fault in the Customer’s products which is not caused by the Platform or Swiftcomplete;
(d) improper use (including use otherwise than in accordance with the Agreement), changes or alterations of the Platform by the Customer;
(e) any act or omission (including negligence) by the Customer in breach of the Agreement which prevents Swiftcomplete from providing the Platform or the Services;
(f) fraud committed by the Customer;
(g) a virus (provided that Swiftcomplete has used commercially reasonable efforts consistent with industry standards to install anti-virus software);
(h) a failure in local access facilities, which are not provided by Swiftcomplete (including telecommunication infrastructure or internet backbone failure) or electric power or environmental control systems;
(i) the malfunction or failure of the Customer’s equipment, telecommunications systems, hardware or software; and
(j) disconnection or suspension of the Platform by Swiftcomplete pursuant to an express right to do so under this Agreement.
15.3 In the event that the SLA is not met, Swiftcomplete will, subject to Swiftcomplete receiving a valid written request from the Customer to support@swiftcomplete.com from the email address associated with the Customer’s account stating the 12 months for which the Customer believes the SLA was not complied with, issue the Customer with a credit against one month of the Charges payable (if applicable) in respect of the Platform and applied to the next invoice under the Agreement with the Customer (“Service Credits”). Service Credits will be applied to one month of the Customer’s use of the Service only and calculated on the following basis, where the percentage of availability in the relevant year of the Service is:
(a) greater than or equal to 99.0% and less than 99.9%, a 10% Service Credit;
(b) greater than or equal to 95.5% and less than 99.0%, a 25% Service Credit;
(c) less than 95.0%, a 50% Service Credit. For the avoidance of doubt, the Service Credits will be shown as a deduction from the Charges due (if any) from the Customer to Swiftcomplete in respect of the Service in the next invoice due to be issued to the Customer pursuant to the Agreement. Swiftcomplete shall not in any circumstances be obligated to issue any refunds or pay any money to the Customer.
15.4 The Customer acknowledges that the Service Credits set out above are a genuine pre-estimate of the loss likely to be suffered by the Customer and these Service Credits shall be the Customer’s sole and exclusive remedy for Swiftcomplete’s failure to meet the SLA.
16.1 During the period the Customer is using the Platform and the Service and thereafter, each party undertakes that it shall:
treat all Confidential Information of the other party as confidential; not disclose any such Confidential Information to any person except to its employees, officers, representatives, advisers, contractors or consultants (its “Representatives”) who strictly need to know this Confidential Information in order to exercise the rights granted under the Agreement or to fulfil obligations under the Agreement, provided that the receiving party shall:
(i) inform its Representatives of the confidential nature of the Confidential Information;
(ii) procure that its Representatives adhere to the requirements of this Clause 16;
(iii) not use the Confidential Information of the other party for any purposes other than the exercise of its rights or the performance of its obligations under the Agreement, or in accordance with a valid licence or other right granted to it under the Agreement
16.2 The obligations in this Clause 16 shall not apply to information if and to the extent that:
(a) at the time of disclosure, it is available in the public domain (other than as a result of a breach by the receiving party or its Representatives of this Clause 16 or any other agreement between the parties);
(b) it is already in the lawful possession of the receiving party on a non-confidential basis (as evidenced by written records) at the date of the disclosure;
(c) it is independently developed by the receiving party without reference to or use of the disclosing party’s Confidential Information (as evidenced by written records); or
(d) it becomes available to the receiving party on a non-confidential basis from a third party who, to the receiving party’s knowledge, is not in breach of any obligation of confidentiality or prohibition on disclosure in disclosing such information to the receiving party.
17.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
17.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
(a) promptly notify the other in writing; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
17.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
18.1 Subject to the remainder of this Clause 18, the Agreement shall remain in force for the duration that the Customer is permitted to use the Platform and the Service.
18.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party commits any breach of the Agreement, and the breach is not remediable;
(b) the other party commits a breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
(c) the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).
18.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; Or
(iii) that other party is the subject of a bankruptcy petition or order.
18.4 Swiftcomplete may terminate the Agreement immediately by giving written notice to the Customer if:
(a) any amount due to be paid by the Customer to Swiftcomplete under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) Swiftcomplete has given to the Customer at least 30 days' written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause.
18.5 The rights of termination set out in the Agreement shall not exclude any rights of termination available at law.
19.1 Except to the extent that the Agreement expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
19.2 Within 30 days following the termination of the Agreement for any reason, the Customer must pay to Swiftcomplete any Charges owed (and any interest, if applicable) before the termination of the Agreement, including any Charges payable for any month following the termination date if applicable (and Swiftcomplete shall issue invoices for such use, if not already issued prior to termination)
19.3 No partial, full or pro-rata refunds of any Charges (if any) or any other amounts paid on or before termination will be made by Swiftcomplete to the Customer, unless the Agreement was terminated by Swiftcomplete without cause in which case Swiftcomplete will refund any prepaid but unused Charges covering use after the date of termination.
19.4 On termination, the Customer shall:
(a) immediately cease using the Service; and
(b) immediately destroy any copies of the Third Party Data that it holds; and
(c) immediately remove any references to any Swiftcomplete hosted scripts; and
(d) provide written confirmation to Swiftcomplete within seven working days that it has complied with the terms of this Clause.
20.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out on the Services Order Form):
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
20.2 Swiftcomplete's contact details for notices under this Clause are as follows: Swiftcomplete Ltd, Great Western Studios, 65 Alfred Rd, London, England, W2 5EU.
20.3 The addressee and contact details set out on the Services Order Form may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause.
21.1 Subject to any express restrictions elsewhere in these Terms and Conditions, Swiftcomplete may subcontract any of its obligations under the Agreement, providing that Swiftcomplete must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
21.2 Swiftcomplete shall remain responsible to the Customer for the performance of any subcontracted obligations.
21.3 Notwithstanding the provisions of this Clause but subject to any other provision of these Terms and Conditions, the Customer acknowledges and agrees that Swiftcomplete may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of the Service in relation to the support and maintenance of elements of the Platform.
22.1 The Customer hereby agrees that Swiftcomplete may assign, transfer or otherwise deal with Swiftcomplete's contractual rights and obligations under the Agreement.
22.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
22.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.
23.1 If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
23.2 If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
24.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
24.2 The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.
25.1 Swiftcomplete reserves the right to make changes to these Terms and Conditions from time to time. When these changes are made, Swiftcomplete will make a copy of the most up-to-date version of these Terms and Conditions available at Swiftcomplete Ltd Terms and Conditions v1.0 (or such other URL as Swiftcomplete may provide to the Customer). The Customer understands and agrees that if you use the Platform and the Service after the date on which the Terms and Conditions have changed, Swiftcomplete will treat the Customer’s continued use of the Platform and Services as acceptance of the updated Terms and Conditions.
26.1 The Services Order Form, these Terms and Conditions and the Additional Terms shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
26.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
27.1 The Agreement shall be governed by and construed in accordance with English law.
27.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.
1.1 Except to the extent expressly provided otherwise, in this schedule:
Bureau Customer means a customer for a Bureau Service.
Bureau Service means a service comprising the Data Cleansing of a Customer Database and the supply of the resulting Cleansed Customer Database back to the relevant customer.
Customer Database means a database of an End User's customer.
Data Cleansing means the processing of existing data records using PAF® Data:
(a) including validating, reformatting, correcting or appending additional data to those records, and
(b) including the use of PAF® Data within address capture applications, but
(c) not including Data Extraction (whether carried out by an address capture application or otherwise), and Cleansed shall be read accordingly.
Data Extraction means the extraction of PAF® Data or any part of it for the generation of new address records in a new or existing database.
End User has the same definition as Customer (or Client where one or more exists) in the Terms and Conditions.
Extracted Data means data generated as a result of Data Extraction.
Licensee has the same definition as Customer in the main Terms and Conditions.
PAF® Data means Royal Mail's database known as PAF®, and including the database known as the "Alias File".
Solution means a product or service or other solution which benefits from or includes PAF® Data (including the provision of PAF® Data itself), in whatever form, however produced or distributed and whether or not including other functionality, services, software or data.
Substantially All Database means a database which on its own or as part of another database comprises all or substantially all the addresses in the United Kingdom or any of England, Wales, Scotland or Northern Ireland.
User means an individual authorised by an End User to use a Solution.
End Users may freely use PAF® Data in Solutions in accordance with these End User Terms.
(a) End Users must not make copies of PAF® Data except as permitted by these End User Terms or reasonably necessary for back-up, security, business continuity and system testing purposes.
(b) End Users may use PAF® Data for Data Extraction but Extracted Data:
(i) may only be accessed by Users, and
(ii) must not be supplied or any access to it provided to any third party.
(c) End Users may provide Cleansed data to third parties provided that:
(i) where that supply is a Bureau Service, the End User and the Bureau Customers comply with the restrictions in Clause 9 of this Schedule, and
(ii) if such databases are Substantially All Databases:
(A) such databases are not represented or held out as a master, original or comprehensive address database or other similar description,
(B) the access is provided in the course of the End User's normal data supply or routine business activities and is not carried on as a business in its own right, and
(C) the provision includes a prominent notice that the relevant Cleansed data has been cleansed against PAF® Data.
(d) End Users must not permit access to, display or communicate to the public any Solutions, except for the purposes of capturing or confirming address details of third parties.
(e) Except as set out in these End User Terms, End Users must not:
(i) transfer, assign, sell or license Solutions or their use to any other person,
(ii) use Solutions to create a product or service distributed or sold to any third party which relies on any use of PAF® Data, including copying, looking up or enquiring, publishing, searching, analysing, modifying and reformatting, or
(iii) copy, reproduce, extract, reutilise or publish Solutions or any of them.
End Users may provide PAF® Data to their subcontractors who may use it to the extent necessary for:
(a) the provision of information technology services to the End User, or
(b) acting on behalf of the End User in each case for the End User's own business purposes and not those of the sub-contractor and provided that each such subcontractor agrees to observe the restrictions on use of PAF® Data contained in these End User Terms and that the End User is responsible for any breaches of those terms by such subcontractor.
End User rights are personal, limited and non-transferable.
The End User acknowledges that Royal Mail is the owner of the intellectual property rights in PAF® Data and the PAF® brand and it does not acquire and is not granted any rights to use those intellectual property rights other than as set out in these End User Terms.
End Users must cease use of PAF® Data if their right to use PAF® Data is terminated and also destroy any copies of PAF® Data they hold.
End Users must ensure that:
(a) these End User Terms bind their Users,
(b) only their Users exercise the use rights of Solutions and PAF® Data granted to End Users further to these End User Terms, and
(c) in the event of termination or expiry of End Users' rights to use Solutions and PAF® Data, the rights of Users to use them also terminate.
9.1. End Users performing Bureau Services further to this Schedule are subject to the terms and restrictions set out below and must ensure that they are observed by Bureau Customers.
9.2. End Users must not supply or provide access to a Cleansed Customer Database to any person other than the relevant Bureau Customer.
9.3. End Users may only supply or provide access to Cleansed Customer Databases to Bureau Customers subject to the restriction on use of Cleansed data set out in 3(c)(ii) of this Schedule.
9.4. The End User and a Bureau Customer may use the following statement on its publicity and marketing material: "[Name] processes databases against Royal Mail's PAF® databases" provided that such use is reasonable.
9.5. The names of Bureau Customers must be provided to Royal Mail on its request
End User has the same definition as Customer (or Client where one or more exists) in the Agreement.
Licensed Data means the data owned and licensed by Ordnance Survey and which may be provided as part of the Service and constituting Third Party Data under the Terms and Conditions.
(a) Only permitted to use the Licensed Data for the purposes of receiving the Service and using the Platform or in the case of a Client, within that Client’s own organisation in each case for a period of not more than 3 months (which may be extended with our consent);
(b) Except to the extent provided for in paragraph 2(c), prohibited from providing copies of any Licensed Data to a third party;
(c) Permitted to pass the Licensed Data to is sub-contractors for the purposes set out in paragraph 2(a) provided that it has first entered into a written sub-contractors licence with such sub-contractor which includes terms and conditions that are substantially similar to and not inconsistent with these end user terms;
(d) Obliged to destroy all copies of the Platform and/or Service on expiry or termination of the period referred to in paragraph 2(a) unless immediately following such period the Customer is licensed to the Platform and/or Services under this license; and
(e) Not permitted to store data downloaded and stored by caching (“Cached Data”) for more than 24 hours after the end of a session in which the End User accesses the Licensed Data through the Platform (save for where Licensed Data is provided on a perpetual basis).
Customers and End Users are only entitled to use Licensed Data as a business tool for the ordinary day to day activities involved in the administration and running of their business.
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