Version 3: August 2020

• • 1.1. No contract shall subsist between JudgeService Research Ltd and the Client until an acknowledgement of the Order Form is issued by JudgeService Research Ltd in writing to the Client or JudgeService Research Ltd confirms to the Client in writing that the Client may commence use of the Services.

  • 1.2. The Contract between JudgeService Research Ltd and the Client (the “Contract”) shall comprise the Order Form and these Conditions.

• 2. Term

  • 2.1. The term of the contract shall (unless otherwise terminated in accordance with these Conditions) be for the initial Minimum Term of twelve calendar months or specified term and shall renew automatically on each subsequent anniversary for a further period of twelve months until terminated by either party serving three full calendar months’ notice (3 months from the first of the following month) of termination on the other party, such notice to expire no earlier than the end of the Initial Minimum Term. The start date for the term of contract will be from the date when JudgeService receives the first data-feed from Client; subsequently the term of contract will start from this date.

• 3. Services

  • 3.1. Subject to these Conditions and in consideration of payment of the Fees by the Client, JudgeService Research Ltd shall provide the Services to the Client.

  • 3.2. JudgeService Research Ltd shall use reasonable skill and care and comply with all applicable laws in the United Kingdom in its provision of the Services but makes no representation or warranty that the Services and use of the administration system will be uninterrupted or error free or fit for the Client’s particular purpose.

  • 3.3. JudgeService Research Ltd may temporarily suspend and/or alter the operation of the services and/or the administration system for legal or technical reasons. JudgeService Research Ltd shall endeavour to notify the Client as far in advance as possible of any temporary suspension or significant alteration but the Client acknowledges that prior notice may not always be possible.

  • 3.4. JudgeService Research Ltd may in its sole discretion decline or remove Client Data from inclusion in the Services or require the Client Data to be amended at any time if JudgeService Research Ltd considers that the Client is in breach of Clause 4 below.

  • 3.5. JudgeService Research Ltd will, for the term of this agreement and subsequent renewal periods publish all feedback on the JudgeService Website and make the information available for internet search engines.

  • 3.6. Responses to Customer reviews may be posted on the JudgeService website. All responses should be genuine, true and accurate and meet with all of the house rules applied by JudgeService, as published on www.judgeservice.com.

• 4. Client Obligations

  • 4.1. The Client shall ensure that only its authorised personnel have access to and use of the administration system and that a unique login password is used by each of the authorised personnel.

  • 4.2. The Client shall ensure that all Client Data is delivered to JudgeService Research Ltd in a format compatible with any technical specifications issued by JudgeService Research Ltd.

  • 4.3. The client shall ensure that all data provided is compliant with the requirements of the General Data Protection Regulation and any requirements of the Data Protection Act.

  • 4.4. An administration fee will be charged if the Client is unable to supply data in a compatible format or JudgeService personnel have to manually access the data from Client’s management systems.

  • 4.5. The Client will obtain all necessary permissions to permit JudgeService Research Ltd to contact data subjects, feedback to dealers, incorporate and display testimonials and identify the Client and Data Subject as the source of the testimonials on the JudgeService Research Ltd Network and in such other products/services as JudgeService Research Ltd considers necessary.

  • 4.6. The Client shall ensure that its use of the Services and all Client Data comply with all applicable laws in the United Kingdom and, in particular, Client Data will not be defamatory or infringe any copyright, trade mark or other rights of any third party.

  • 4.7. The Client shall promptly update or correct Client Data on becoming aware of any errors or inaccuracies.

  • 4.8. The Client shall not publish, disclose, reproduce or create derivative works from, any information obtained pursuant to the provision of the Services unless expressly agrees in writing by JudgeService Research Ltd.

  • 4.9. The Client shall not copy, make modifications to, reverse engineer or decompile the JudgeService Research Ltd Software, except to the extent permitted by law.

  • 4.10. The Client is responsible for payment of upload fees to JudgeService Research Ltd in the case of using 3rd party data providers.

• 5. Fees

  • 5.1. Fees are exclusive of VAT which shall be paid by the Client in addition at the rate and in the manner prescribed by law.

  • 5.2. JudgeService Research Ltd shall invoice the Client payment of the Fees on or around the 29th of each month. The Client shall pay the Fees to JudgeService Research Ltd within 20 days.

  • 5.3. JudgeService Research Limited shall invoice the Client with a pro-forma invoice for any prepayment agreed.

  • 5.4. If the Client fails to pay any amount due to JudgeService Research Ltd by the due date for payment then:

    • 5.4.a. JudgeService Research Ltd reserves the right to charge interest at the rate of 8% per annum above HSBC’s base lending rate in force from time to time or such higher rate as may be permitted by law from the due date until settlement or discharge of the debt.

    • 5.4.b. Without prejudice to any other right or remedy available to JudgeService Research Ltd, JudgeService Research Ltd shall be entitled to suspend services to the Client until payment in full has been made or terminate the Contract.

  • 5.5. JudgeService Research Ltd may vary the Fees at any time after expiry of the Initial Minimum Term by giving at least one month’s written notice to the Client.

  • 5.6. JudgeService Research Ltd reserves the right to increase its prices on 1st January each year, including during the Initial Minimum Term providing it gives at least one month’s written notice to the Client.

  • 5.7. JudgeService Research Ltd reserves the right to require the Client to pay a deposit and/or a non-refundable advance payment before making services available to the Client. If a deposit is paid by the Client, it shall be repaid by JudgeService Research Ltd to the Client on termination of the Contract subject to JudgeService Research Ltd’s right to offset any outstanding amounts payable by the Client against such deposit.

  • 5.8. JudgeService Research Ltd reserves the right to charge the Client its reasonable administration charge costs in dealing with any failed payments and/or costs in relation to pursuing debt collection.

  • 5.9. JudgeService Research Ltd reserves the right to charge the following rates for additional work:

    • Administration/Manual Data Extraction £50 per month

    • Design £60 per hour

    • Training £400 per day plus travel expenses

    • Development £120 per hour

  • 5.10. In the event of a dispute regarding any element on the invoice the Client has 20 days from the invoice date to register the complaint.

  • 5.11. In the event that the Client has been set-up on JudgeService but does not proceed with the process within 3 months; JudgeService has the right to charge Client a set-up and admin fee equivalent to three month’s license fee payment as stated on the Order Form.

• 6. Intellectual Property Rights

  • 6.1. The Client acknowledges that all intellectual property rights in the services, technology supporting the Services (including the administration system) and the JudgeService Research Ltd Network vest in JudgeService Research Ltd and/or its licensors/partners and the Client has no rights in, or to, such intellectual property other than his right to use in accordance with these Conditions.

• 7. Confidentiality

  • 7.1. JudgeService Research Ltd and the Client agree to keep the terms of the Contract and all information that is obtained about the business, finances and affairs of the other strictly confidential. This clause shall not apply to Client Data which has come into the public domain other than by breach of this clause or is required to be disclosed by law.

• 8. Limitations of Liability

  • 8.1. All warranties, conditions, representations or other terms implied by statue or common law in relation to the Services, technology supporting the services (including the administration system) and the JudgeService Research Ltd Network are excluded to the fullest extent permitted by law.

  • 8.2. JudgeService Research Ltd shall not be liable to the Client under or in connection with the Contract for any loss of business, contracts, profits, anticipated savings, data, damage to hardware and software, or for any indirect, special or consequential loss.

  • 8.3. Except as provided in Clause 8.4 the total liability of JudgeService Research Ltd to the Client in respect of any loss or damage under or in connection with the Contract shall not exceed the aggregate amount of Fees paid by the Client in the twelve months immediately preceding the incurring of such loss or damage.

  • 8.4. Nothing in the Contract shall exclude or limit liability for death or personal injury resulting from the negligence of JudgeService Research Ltd or for fraud or for any other liability that cannot be excluded or limited by law.

  • 8.5. The Client accepts full liability for and shall indemnify JudgeService Research Ltd on demand against any and all loses, damages, costs and expenses (including reasonable legal fees) incurred by JudgeService Research Ltd in relation to any third party claim arising from the Client Data or misuse by the Client of the Services, technology supporting the Services(including the administration system) and the JudgeService Research Ltd Network except to the extent that the foregoing results directly from the negligence of JudgeService Research Ltd.

  • 8.6. The Client agrees that this Clause 8 is fair and reasonable.

• 9. Termination

  • 9.1. Either party may terminate the Contract:

    • 9.1.1. Immediately upon written notice of the other party if the other party commits any material or persistent breach of the Contract and, in the case of a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied; or

    • 9.1.2. Immediately upon written notice to the other party that the other party shall cease to carry on its business or shall have a liquidator, receiver or administrator appointed to it or over any part of its undertaking or assets or shall pass resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all liabilities of it) or a court of competent jurisdiction shall make an administration order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors, or shall be unable to pay its debts as the fall due.

    • 9.1.3. If these Conditions are varied by JudgeService Research Ltd during the Initial Minimum Term to the detriment of the Client, the Client shall be entitled to terminate the Contract on one month’s written notice to JudgeService Research Ltd provided that such notice is serviced within 14 days of the Client receiving notification from JudgeService Research Ltd to vary to conditions.

  • 9.2. Upon termination of the Contract for any reason;

    • 9.2.1. The Client shall cease using the Services, delete any login passwords for the administration system and erase any JudgeService Research Ltd Software; and

    • 9.2.2. The Client shall immediately pay to JudgeService Research Ltd all remaining unpaid sums due to JudgeService Research Ltd.

    • 9.2.3. JudgeService reserves the right to restrict access to all data including, but not limited to insight and testimonials it holds on its systems and delete all data on third party systems.

  • 9.3. Termination of the Contract shall not affect the accrued rights or liabilities of JudgeService Research Ltd or the Client nor any provision of the Contract which is expressed or required to survive or operate in such event.

• 10. Force Majeure

  • 10.1. Neither party shall be liable for any delay or non-performance under the Contract caused by any event beyond its reasonable control (a “Force Majeure Event”) provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the Contract. If the Force Majeure Event continues for more than one month the party not subject to the Force Majeure Event may terminate the Contract by notice in writing to the other party.

• 11. Notices (Including Cancellation Notices)

  • 11.1. Any notice required to be given to JudgeService Research Ltd under the Contract must be in writing and delivered by hand or first class recorded delivery post to Customer Support, JudgeService Research Ltd Limited, 11 Cardale Court, Cardale Park, Harrogate, HG3 1RY.

• 12. Data Protection

  • 12.1. The parties shall comply with the Data Protection Act and requirements of the GDPR and, in particular, shall process Personal Data in a manner that ensures appropriate security of the Personal Data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures. In relation to this:

    • 12.1.1. The Client and JudgeService Research Ltd acknowledge that for the purposes of the Data Protection Act and GDPR, the Client is the Data Controller and JudgeService Research Ltd is the Data Processor in respect of any Personal Data.

    • 12.1.2. JudgeService Research Ltd shall Process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purpose other than those expressly authorised by the Client.

    • 12.1.3. The Client acknowledges that JudgeService Research Ltd is reliant on the Client for direction as to the extent to which JudgeService Research Ltd is entitled to use and process the Personal Data. Consequently, JudgeService Research Ltd will not be liable for any claim brought by a Data Subject arising from any action or omission by JudgeService Research Ltd, to the extent that such action or omission resulted directly from the Client's instructions.

  • 12.2. The Client will, where necessary under GDPR, obtain all necessary consents (in accordance with GDPR) to permit JudgeService Research Ltd to process Data Subjects’ Personal Data at part of the Services. The Client will indemnify JudgeService Research Ltd against any claims, losses, expenses and damages arising directly or indirectly from the Client’s failure to obtain consent from Data Subjects when required by GDPR.

  • 12.3. Both Parties shall ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.

  • 12.4. Each Party shall assist the other Party, at the other Party’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Act and GDPR with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.

  • 12.5. Each Party shall notify the other Party without undue delay on becoming aware of a Personal Data breach.

  • 12.6. Each Party shall maintain complete and accurate records and information to demonstrate its compliance with this clause 12.
    The Client consents to JudgeService Research Ltd appointing a third-party processor of Personal Data under this agreement. JudgeService Research Ltd confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms relating to Data Protection Act and GDPR compliance which are substantially similar to those set out in this Agreement.

• 13. General

  • 13.1. The Contract contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, written or oral, between the parties in relation to such matters. Subject to Clause 9.2 and 12.7, no amendment, variation or modification to these Conditions shall be deemed valid unless it is in writing and signed by the parties.

  • 13.2. The Client shall not assign, transfer or deal in any other manner with all or any of its rights or obligations under the Contract without the written consent of JudgeService Research Ltd.

  • 13.3. A person who is not a party of the Contract has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any terms of the Contract.

  • 13.4. Nothing in the Contract shall be construed as creating a partnership, joint venture or agency of any kind between the parties.

  • 13.5. No failure or delay by either party in exercising any of the party’s rights remedies under the Contract shall operate as a waiver of those rights or remedies. No right or remedy of either party under the Contract shall be deemed to be waived unless the waiver is in writing and signed by both parties. No waiver of any breach of the Contract is a waiver of any subsequent or other breach.

  • 13.6. If any provision of the Contract shall be held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the Contract shall not be affected.

  • 13.7. JudgeService Research Ltd may vary the Conditions at any time by giving at least two months’ notice to the Client.

  • 13.8. JudgeService Research Ltd reserves the right to anonymously aggregate and utilise all data and insight generated.

  • 13.9. Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this agreement.

  • 13.10. In the event of a conflict between the Order Form and the Conditions, the parties agree that the Order Form shall prevail.
    The Contract shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England to settle any dispute concerning the Contract.

• 14. Definitions

• • "Conditions" means the clauses set out within this agreement.

  •  "Contract" means the order form and conditions set out within this agreement.

  • "Client" means the car Client group referred to in the Order Form.

  • "Client Data" means any and all content and materials (including customer names, addresses and contact emails) supplied or made available by the Client to JudgeService Research Ltd.

  • "Data Controller" has the meaning set out in section 3 (6) of the Data Protection Act 2018 and Article 4 of the GDPR.

  • "Data Processor" has the meaning set out in section 3 (6) of the Data Protection Act 2018 and Article 4 of the GDPR.

  • "Data Subject" has the meaning set out in section 3 (5) of the Data Protection Act 2018 and Article 4 of GDPR.

  • "Fees" means the sums payable by the Client to JudgeService Research Ltd for the supply of Service during the term..

  • "GDPR" means the EU General Data Protection Regulations 2016/679 while in force in the United Kingdom and any equivalent legislation that may be enacted.

  • "Initial Minimum Term" means the period commencing on the Start Date and with duration as specified on the Order Form.

  • "Order Form" means the ‘JudgeService Research Ltd – Order Form’.

  • "JudgeService Research Ltd" means JudgeService Research Limited, a company incorporated in England under company number 7634018 whose registered office is at 11 Cardale Court, Cardale Park, Harrogate, HG3 1RY.

  • "JudgeService Research Ltd Network" means the website located at www.JudgeService.com and such other websites managed by or partnered with JudgeService Research Ltd from time to time.

  • "JudgeService Research Ltd Software" means any software supplied or made available by JudgeService Research Ltd to the Client in connection with the provision of the Services.

  • "Personal Data" has the meaning set out in Article 4 of GDPR and in section 3 (2) of the Data Protection Act 2018 and relates only to Personal Data, or any part of such Personal Data, in respect of which the Client is a Data Controller and in relation to which JudgeService Research Ltd is providing services under this agreement.

  • "Processing" and "Process" have the meaning set out in Article 4 of GDPR and in section 3 (4) of the Data Protection Act 2018.

  • "Services" means the product/services specified on the Order Ford that JudgeService Research Ltd has agreed to the Client.

  • "Start Date" means the date that the Client may commence use of the Services as confirmed to the Client in writing by JudgeService Research Ltd.

  • "Term" means the term of the Contract as detailed in Clause 2 of the Condition.