The Client wishes TransUnion to provide certain services to the Client and TransUnion wishes to provide such services. This Agreement sets out the parties’ understanding as to the terms on which such services shall be provided. By signing this front page the parties agree to be bound by the terms of this Agreement.
This Agreement comprises:
- this front page;
- Primary Schedule;
- Service Schedule (CallReport Online);
- the General Terms attached to it.
This Agreement shall be interpreted subject to (to the extent of any inconsistency, in descending order of precedence) any relevant Service Conditions contained within a Service Schedule, the Primary Schedule, the General Terms, any Notes in the Payment Schedule and any other part of the Schedules.
PRIMARY SCHEDULE
TRANSUNION INFORMATION
Full Name: TransUnion International UK Limited
Company Number: 3961870
Registered Office Address: One Park Lane, Leeds, West Yorkshire, LS3 1EP
Telephone Number: 0113 244 1555
E-Mail: clientservicedesk@transunion.co.uk (for support and queries)
Fax Number: 0113 388 4308 (for notices)
AUTHORISED DATA PROCESSOR INFORMATION
Creditsafe Business Solutions Limited (a company incorporated in England and Wales with number 03836192) whose registered office is at Ty Meridian, Cardiff Gate Business Park, Malthouse Ave, Pontprennau, Cardiff CF23 8BA.
If any Authorised Data Processors (as defined in the General Terms) are listed above then, notwithstanding the provisions of clause 5.3 of the General Terms, the Client may engage the Authorised Data Processor to use any Online Services (and/or the Output of any Consultancy or Batch Services) for the Permitted Purpose on the Client’s behalf at the premises of the Authorised Data Processor provided that the Client enters into (and enforces) a written contract with the Authorised Data Processor including obligations that: (i) the Authorised Data Processor only uses such Services (and/or such Output) on behalf of the Client for the Permitted Purpose and then only for the duration of the relevant licence granted under this Agreement; (ii) (unless expressly authorised in writing by TransUnion) the Authorised Data Processor does not under any circumstances use such Services (and/or such Output) on its own behalf or on behalf of a third party; and (iii) the Authorised Data Processor shall comply with provisions materially similar to clauses 5.3, 7, 8, 9, 13, 16 and 22 of the General Terms and any applicable Service Conditions as if it were the Client.
DURATION
This Agreement shall be deemed to have commenced on the Agreement Effective Date and (subject to earlier termination in accordance with its terms) shall continue for the duration agreed between TransUnion’s Agent and the Client.
SERVICE SCHEDULE
CALLREPORT (ONLINE)
1. DESCRIPTION OF THE SERVICES
In this Service Schedule, the Services shall comprise the following:
1.1 CallReport (Raw Data) and Bureau Summary Block (Online Service)
1.2 CallReport Value Added Services (‘VAS’):
- Auto Search Address Links
- Subsequent Searches
- Auto Credit Report Review
- Associate Search at Declared Address
- Associate Search at Undeclared Address
1.2.1 Gauge Scores for Account Origination:
- Gauge v.2
1.2.2 Gauge Scores for Account Management:
- Gauge v.2
2. PERMITTED PURPOSE
2.1 The Client is only permitted to use the Services pursuant to the Search Type(s) and for the corresponding Permitted Use(s), subject to the corresponding Processing Restrictions, set out below:
Search Type Description: Address Verification
Search Type: AV
Permitted Use: When all that is required is to ensure that a valid address has been given, for the Client's internal business purposes only.
Processing Restrictions: N/A
Search Type Description: Business Search
Search Type: BS
Permitted Use: To assess the degree of credit risk (i.e. propensity to default on credit repayments) associated with an individual, when checking an application for credit made by that individual on behalf of a business, where the individual will be personally responsible for the repayment of the debt (either individually or jointly).
Processing Restrictions: The Client is not permitted to use the Output for assessing an individual’s credit risk for marketing purposes (for example to screen individuals out of marketing lists based on their credit risk).
Search Type Description: Checking Credit Application
Search Type: CA
Permitted Use: To assess the degree of credit risk (i.e. propensity to default on credit repayments) associated with an individual, when checking that individual’s application for credit.
Processing Restrictions: The Client is not permitted to use the Output for assessing an individual’s credit risk for marketing purposes (for example to screen individuals out of marketing lists based on their credit risk).
Search Type Description: Debt Collection
Search Type: DC
Permitted Use: To assess a customer’s debt and repayment position for aiding debt collection, including recovering debts from debtors and tracing debtors to obtain repayment of debts.
Processing Restrictions: N/A
Search Type Description: Directors Search
Search Type: DS
Permitted Use: To assess the degree of credit risk (i.e. propensity to default on credit repayments) associated with an individual, when checking an application for credit made by that individual on behalf of a business, where the individual will not be personally responsible for the repayment of the debt (either individually or jointly).
Processing Restrictions: The Client is not permitted to use the Output for assessing an individual’s credit risk for marketing purposes (for example to screen individuals out of marketing lists based on their credit risk).
Search Type Description: Employee Check (non-Share)
Search Type: EC
Permitted Use: When pre-checking an individual for the suitability of employment or as part of ongoing check required by the financial sectors, for the Client's internal business purposes only.
Processing Restrictions: N/A
Search Type Description: General Insurance
Search Type: GI
Permitted Use: To assess the degree of Insurance Risk (i.e. the propensity to claim (including the size of such claim)) of customers (existing and/or prospective).
Processing Restrictions: The Client is not permitted to use the Output for assessing the credit risk of allowing an existing or prospective customer to pay for an insurance product in instalments.
Search Type Description: Quotation Search
Search Type: QS
Permitted Use: To assess the degree of credit risk (i.e. propensity to default on credit repayments) associated with an individual, in response to a request from that individual for an assessment of their eligibility for and/or the price of a credit product(s), prior to that individual making an application for any such credit product(s).
Processing Restrictions: The Client is not permitted to use the Output for assessing an individual’s credit risk for marketing purposes (for example to screen individuals out of marketing lists based on their credit risk) or for assessing an individual’s credit risk where the individual is making an application for credit.
Search Type Description: Tenant Vet
Search Type: TV
Permitted Use: To vet the suitability of a Tenant prior to any type of Let or Tenant agreement, for the Client's internal business purposes only.
Processing Restrictions: N/A
3. SERVICE SCHEDULE DURATION
3.1 As set out in the Primary Schedule.
4. SERVICE CONDITIONS
These Service Conditions shall apply in respect of the CallReport Service only.
4.1 For the purposes of paragraphs 4.12 to 4.16, the following additional definitions shall apply:
“Broker” means an individual or organisation who arranges for an insurance policy to be provided to a consumer by an Insurer with whom the Broker has an agency agreement;
“Insurer” means an organisation that provides insurance quotations and/or insurance policies to consumers directly or via a Broker;
“Managing General Agent” means a Broker that is vested with underwriting authority from an Insurer.
4.2 Access to TransUnion’s SHARE database (including access to particular data from within that database) shall only be available to current members of SHARE who are making appropriate contributions to the SHARE database in accordance with the Principles of Reciprocity (as defined in clause 7.2 of the General Terms).
4.3 Access to any other closed user groups shall be restricted to members of the relevant closed user groups and, notwithstanding anything to the contrary contained in this Agreement, access is subject to the rules of those closed user groups.
4.4 If the data contributions of the Client into a relevant closed user group are reduced, or the nature of those contributions is otherwise changed in a material respect, then TransUnion shall have the right to change the form and/or content of the Services (effective immediately) to those appropriate to the new level of contribution, in each case having regard to the rules of the relevant closed user group.
4.5 Without prejudice to clause to the General Terms, the Client shall ensure that within the constraints of the Permitted Purpose, the category(ies) of SHARE data accessed by the Client as part of the Services and the Output are used by the Client strictly in accordance with the “Decision Type & Data Availability” matrices contained in section 2 of the Principles of Reciprocity v.41 (as updated or replaced from time to time with provisions having the same purpose.
4.6 Without prejudice to clause 8.10 of the General Terms, the Client shall not use the Services (including any Output) to make a decision based solely on automated processing (including profiling) in relation to a data subject where such decision produces legal effects concerning that data subject or similarly significantly affects that data subject except where the Client is permitted to do so pursuant to the Data Protection Legislation. Where it is so permitted to make such decision, the Client shall at all times comply with all relevant requirements as set out under the Data Protection Legislation in relation to that data subject’s rights and freedoms and legitimate interests in connection with that decision.
4.7 The Client acknowledges that provision of the Value Added Services listed in paragraph 1 (if any), are dependent on the Search Type(s) listed in paragraph 2. For the avoidance of doubt, the inclusion of a Search Type in paragraph 2 is not confirmation that a Value Added Service listed in paragraph 1, will be provided in respect of that Search Type.
4.8 For the purposes of paragraphs 4.9 and 4.10, the following additional definitions shall apply:
“CAIS Database” is the closed user group database compiled and hosted by Experian Limited on behalf of its members which includes Commercial Account Performance Data.
“Commercial Account Performance Data” means data derived from the Commercial Member’s operation of its business credit accounts.
“Commercial Member” means a member who contributes Commercial Account Performance Data to one or both of the Commercial Account Performance Data closed user groups operated by Experian Limited and Equifax Limited.
“Crossover Rules” means those provisions of the Principles of Reciprocity governing the use of shared data between business and consumer closed user groups.
“Insight Database” is the closed user group database compiled and hosted by Equifax Limited on behalf of its members which includes Commercial Account Performance Data.
4.9 In respect of the “Directors Search” and “Business Search” search types only, in accordance with the Principles of Reciprocity access to TransUnion’s SHARE database (including access to particular data from within that database) shall only be available to the Client if it is: (i) a current member of SHARE making appropriate contributions to the SHARE database in accordance with the Principles of Reciprocity; and/or (ii) a Commercial Member of the CAIS Database and/or the Insight Database (as the case may be) in accordance with the Crossover Rules.
4.10 Pursuant to paragraph 4.9 (ii), the Client undertakes to inform TransUnion forthwith in the event that it ceases to be a Commercial Member supplying Commercial Account Performance Data to Experian Limited and/or Equifax Limited in accordance with the Crossover Rules. In this instance, the provisions of paragraph 4.4 above shall apply.
4.11 The Client acknowledges that provision of the Value Added Services listed in paragraph 1 (if any), are dependent on the Search Type(s) listed in paragraph 2.1. For the avoidance of doubt, the inclusion of a Search Type in paragraph 2.1 is not confirmation that a Value Added Service listed in paragraph 1, will be provided in respect of that Search Type.
4.12 This Service Condition 4.12, together with Service Conditions 4.13 to 14.16 (inclusive) shall only apply to the use of search type GI: The Client shall, in accordance with Service Conditions 4.12 to 4.13.4, ensure that each data subject is provided with appropriate privacy information about the nature of the Services in advance of providing TransUnion with Input relating to that data subject.
4.13 The privacy information referred to in Service Condition 4.12 must include express statements that:
4.13.1 The Client will be requesting credit reference agency data from TransUnion in order to perform suitable checks on the data subject for the purpose of an Insurance Risk assessment;
4.13.2 TransUnion may process the data subject’s publicly available data (which may include insolvency/bankruptcy events or court judgments entered against the data subject);
4.13.3 a ‘General Insurance’ search footprint will be left on the data subject’s TransUnion credit file. However, this will not negatively impact the data subject’s TransUnion credit score; and
4.13.4 The data subject can obtain more information about TransUnion’s activities by visiting https://www.transunion.co.uk/crain;
4.14 The statements described in Service Conditions 4.13.1 and 4.13.4 must be presented as first-layer privacy information (i.e. actually displayed to and drawn to the attention of the data subject), in addition to being included in any relevant privacy notice of the Client. In the case of the first-layer privacy information, the link described in Service Condition 4.13.4 may either link directly to TransUnion’s privacy notice or it may link to the location in the Client’s privacy notice which provides the link to TransUnion’s privacy notice.
4.15 The URL specified in Service Condition 4.13.4 must:
4.15.1 be made available as a clickable hyperlink; and
4.15.2 be promptly updated if TransUnion notifies the client of a new URL.
4.16 The Client warrants that it is and shall remain for the duration of this Agreement an Insurer/Broker/Managing General Agent that offers insurance quotations to consumers.
GENERAL TERMS FOR TRANSUNION SERVICES
(END USER VERSION T39-OM1 03/22-MOD)
1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement (unless the context requires otherwise) the following terms have the following meanings:
“Agreement Effective Date” means (unless otherwise stated in the Primary Schedule) the earlier of (i) the Agreement Signature Date; and (ii) the Service Start Date.
“Agreement Signature Date” means the date of signature of this Agreement or, if signed by the parties on different dates, the date of the last signature.
“API” means (where applicable) the application programming interface used to access TransUnion’s Services.
“Applicable Law” means any law, statute, statutory instrument, bylaw, order of a court of competent jurisdiction and any requirement of any regulatory, fiscal or governmental body to which the relevant Party is subject, in all cases to the extent in force from time to time and which applies to the relevant Party in undertaking any relevant activity pursuant to or in connection with the Agreement.
“Authorised Data Processor” means any third party expressly identified as an Authorised Data Processor in the Primary Schedule.
“Authorised Group Company” means in relation to the Client, any other company expressly identified as an Authorised Group Company in the Primary Schedule with which it is under Common Control. A company expressly identified as an Authorised Group Company in the Primary Schedule shall only be an Authorised Group Company for so long as it is a company under such Common Control.
“Batch Services” means such part of the Services described as “Batch Services” in a Service Schedule, including (where applicable) the Output of such Services.
“Client” means the person or organisation named as the Client on the front page of this Agreement.
“Client Group Company” means any undertaking which is the Client’s parent undertaking or its subsidiary undertaking or a subsidiary undertaking of any such parent undertaking from time to time (where “undertaking”, “parent undertaking” and “subsidiary undertaking” have the meanings given to them by sections 1161 and 1162 of the Companies Act 2006).
“Client Users” shall mean those members of staff of the Client, and those members of staff of any Authorised Data Processor or any Authorised Group Company who are authorised by the Client to access the Services.
“Client User Data” shall mean all and any data relating to a Client User’s access to the Services, including such data provided to TransUnion to enable the provision of the Services to the Client (for example, to enable TransUnion to create and allocate Client User log ins).
“Common Control” means where one person Controls another or when two persons are Controlled by a third party, in all cases whether directly or indirectly.
“Confidential Information” means all trade secret and confidential or proprietary information of each party including (but not limited to) information concerning its products, services, customers, suppliers, business accounts, financial or contractual arrangements or other dealings, computer systems, test data, software, source and object code, business methods and development plans, contained in any format and whether or not communicated orally and whether or not marked “confidential”. Without limiting the above, in the case of the Client’s obligations, the term Confidential Information shall be deemed to include the Output, the Software and the Documentation and, in the case of TransUnion’s obligations, the term Confidential Information shall be deemed to include the Input.
“Consultancy” means such part of the Services described as “Consultancy” in a Service Schedule, including (where applicable) the Output of such Services.
“Control” means in relation to a company, the power of a person to secure that the affairs of the company are conducted in accordance with the wishes of that person (a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other company; or (b) as a result of any powers conferred by the articles of association or any other document regulating that or any other company.
“Data Protection Legislation” has the meaning given in section 3(9) of the Data Protection Act 2018, together with any other applicable legislation relating to the processing of personal data; and “personal data”, “process”, “processor”, “controller”, “personal data breach” and “data subject” shall have the meanings given to such terms in the Data Protection Legislation.
“Documentation” means all user guides provided by TransUnion to the Client in respect of the Services.
“EEA” means the European Economic Area, as constituted from time to time for the purposes of interpreting the Data Protection Legislation.
“ER Regulations” means: (i) the Representation of the People (England and Wales) Regulations 2001; (ii) the Representation of the People (Scotland) Regulations 2001; (iii) the Representation of the People (Northern Ireland) Regulations 2008; and (iv) the Registration of Electors Regulations 2003 (regulations enacted within the Isle of Man).
“FCA” means the Financial Conduct Authority or successor organisation fulfilling a materially similar regulatory function.
“Force Majeure Event” means any cause beyond the reasonable control of the affected party, including any acts of God, flood, drought, earthquake or other natural disaster, epidemic, pandemic, collapse of buildings, fire, explosion, accident, terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination, sonic boom or electromagnetic pulse, industrial action, failure in telecommunications services or unauthorised interference with either party’s systems or services via the internet, any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, in all cases including any consequences of, any governmental, regulatory, judicial or industry act undertaken, decision taken or guidance given in response to or otherwise in connection with, any such events or circumstances.
“FSMA” means the Financial Services and Markets Act 2000.
“General Terms” means these General Terms for TransUnion Services.
“Input” means all source data, materials and instructions made available to TransUnion pursuant to this Agreement (including, in respect of any Online Services, data input onto TransUnion’s databases) by (or on behalf of) the Client to enable provision of the Services.
“Minimum Security Standards” means the minimum information security standards to be met by both parties as specified by TransUnion from time to time as the Minimum Security Standards on the web page https://www.transunion.co.uk/legal/privacy-centre#client-minimum-security.
“Notes” means any additional terms and conditions relating to the charges which are identified as Notes in the Payment Schedule.
“Online Services” means such part of the Services described as “Online Services” in a Service Schedule, including (where applicable) the Output of such Services.
“Output” means all data, scores, results, flags, reports, documents, advice, guidance and other output and information provided by TransUnion as part of the Services.
“Permitted Purpose” means, in respect of the Services, the relevant purpose described as such in the relevant Service Schedule.
“Prohibited Material” means anything pornographic, sexually explicit, offensive, racist, obscene, abusive, violent, criminal, defamatory, unlawful or illegal, and any other type of material specified as Prohibited Material in the relevant Service Conditions.
“Prohibited Use” means any use of the Output in connection with (i) tax evasion or aggressive tax avoidance schemes; (ii) private investigation services; (iii) direct marketing; (iv) any Prohibited Material; or (v) any other activity specified as a Prohibited Use in the relevant Service Conditions; in each case except to the extent expressly and specifically permitted in the relevant Service Schedule.
“Services” means the services specified in any Service Schedules that form part of this Agreement, including provision of the Output (to the extent available on relevant databases) and, where applicable, Software, Documentation and Consultancy by TransUnion to the Client including, where agreed between the parties, access to TransUnion’s Websites.
“Service Conditions” means, in respect of particular Services, the relevant additional terms and conditions described as Service Conditions in a Service Schedule and/or the Primary Schedule.
“Service Start Date” means (unless otherwise stated in the Primary Schedule) the earlier of (i) the date of commencement by TransUnion of, or the Client’s use of (as the case may be), the Services falling within the scope of this Agreement (as logged by TransUnion’s systems); and (ii) 30 days after the Agreement Signature Date.
“Territory” means the United Kingdom, or such other geographical area(s) that may be specified in this Agreement.
“TransUnion” means TransUnion International UK Limited or (where applicable) another member of the TransUnion Information Group that is involved in provision of the Services, as identified on the front page of this Agreement.
“TransUnion’s Agent” means Creditsafe Business Solutions Limited (a company incorporated in England and Wales under company number 03836192) whose registered office is at and Wales under registered number 3836192 at the registered address Ty Meridian, Cardiff Gate Business Park, Malthouse Ave, Pontprennau, Cardiff CF23 8BA.
“TransUnion’s Websites” means all and any areas of internet websites operated by TransUnion from time to time inaccessible to a public user.
“TransUnion Information Group” means TransUnion Information Group Limited (registered in England and Wales under company number 4968328) and its subsidiaries from time to time, including TransUnion.
“Year” means (i) in respect of the first Year, the period commencing on the Agreement Effective Date until the day before the Year 2 Start Date; and (ii) thereafter, each period of twelve consecutive months commencing on the Year 2 Start Date and each anniversary of that date.
“Year 2 Start Date” means (unless otherwise stated in the Primary Schedule) the first anniversary of the Service Start Date.
1.2 References to “Primary Schedule”, “Service Schedule” and “Payment Schedule” shall mean those Schedules identified as such within this Agreement (where applicable), as listed on the front page of this Agreement.
1.3 The Schedules and their contents form part of this Agreement. The order of precedence shall be as described on the front page of this Agreement.
1.4 The headings in this Agreement are for convenience only and do not affect its interpretation.
1.5 A reference to a statute or statutory provision shall be construed as reference to it as from time to time amended, consolidated, modified, extended, re-enacted or replaced and includes all statutory instruments, notices or orders made under it.
1.6 References to clauses and Schedules are to the clauses and Schedules to this Agreement. References to paragraphs are to the paragraphs within the Schedules.
1.7 References to any gender includes any other gender and the singular includes the plural and vice versa.
1.8 Any occurrence of the word “including”, “include” or “includes” shall be deemed to be followed by “without limitation” unless the context requires otherwise.
2 DURATION
2.1 This Agreement shall be deemed to have commenced on the Agreement Effective Date.
2.2 Subject to earlier termination in accordance with its terms, this Agreement shall continue for the duration specified in the Primary Schedule.
3 SUPPLY OF THE SERVICES AND INPUT
3.1 TransUnion warrants that it shall use reasonable care and skill in the provision of the Services.
3.2 As the Services are generic in nature and are provided as part of TransUnion’s standard service offering, TransUnion may, from time to time, change the form and content of the Services and/or (as the case may be) upgrade or modify any of the methods used to access the Services, including by way of a new minor version release. In such circumstances, TransUnion shall use reasonable endeavours that would be expected of a reputable business in the credit reference industry to give the Client not less than two months’ prior notice of any proposed material change, upgrade or modification and shall have due regard to the interests of the Client.
3.3 The Client shall ensure that it has the necessary facilities as notified by TransUnion (including computer hardware, software and communications equipment) to obtain access to the Services.
3.4 For API deliveries (as identified within a Service Schedule), TransUnion only supports the current plus one previous Major Release of the API at any time (‘Supported API’). The Supported API includes any Minor Release within a Major Release. For the purpose of this clause 3.4, ‘API’ means the application programming interface (including the TransUnion CosmosTM API) used to access TransUnion’s Services, ‘Major Release’ means v1.0, v2.0, v3.0 and so on, and ‘Minor Release’ means v1.1, v2.1, v3.1 and so on. The Client must operate a Supported API version. All new API versions, whether a Major Release or a Minor Release, must be implemented by the Client within six months of release by TransUnion (unless otherwise agreed in writing between the parties).
3.5 The Client shall provide the Input in the format agreed between the parties. If the Input is not received by TransUnion in that format, the Client will either promptly resubmit it in the agreed format or ask TransUnion to correct it at the Client’s expense (the charges for which shall be agreed between the parties).
3.6 The Client is responsible for the delivery of the Input to TransUnion, where this is required to enable provision of the Services.
3.7 The Client agrees to retain a copy of the Input so that TransUnion does not hold the Client’s only copy of the Input.
3.8 The Client acknowledges that it is not technically possible to guarantee uninterrupted access to Services provided over the internet. Accordingly, without prejudice to clause 3.1, TransUnion does not warrant or represent that the Services will be uninterrupted or continuously available.
4 DOCUMENTATION
4.1 Unless otherwise stated in a Service Schedule, where Documentation is made available to the Client pursuant to this Agreement, TransUnion grants to the Client a non-exclusive, non-transferable licence to use the Documentation, with effect from the Agreement Effective Date and for the duration of the licence of the Output contained in clause 5.1, for the sole purpose of enabling the Client to (i) receive any Online Service; or (ii) make use of the Output of any Consultancy, Batch Service, Portfolio Service or Data Management Service.
4.2 Subject to clause 12.6.3, the Client may make such number of copies of the Documentation made available to it under clause 4.1 as are necessary for the purpose described in clause 4.1, together with one copy of each for back-up and security purposes.
5 USE OF THE ONLINE SERVICES AND BATCH OUTPUT
5.1 Subject to clause 12, TransUnion:
5.1.1 licenses the Client to use the Online Services with effect from the relevant Online Service Start Date and for the duration of this Agreement for the Permitted Purpose only. The Client shall not use the Online Services for any other purposes whatsoever; and
5.1.2 grants to the Client a non-exclusive, non-transferable licence to use the Output of any Batch Service for the Permitted Purpose only for a period of twelve months from the date of receipt thereof by the Client (or such other period as may be expressly stated in an applicable Service Schedule). The Client shall not use the Output of the Batch Service for any other purposes whatsoever.
5.2 The Output cannot be used for any Prohibited Use. Breach of this clause 5.2 shall be a material breach for the purposes of clause 12.4.1 of this Agreement.
5.3 The Client shall not sell, transfer, distribute, lease, charge or otherwise make the Services (including the Output) available to, or use the same on behalf of, any third party.
5.4 Where the Client accesses the Services (and/or receives the Output) via a third party appointed by the Client, the Client acknowledges that the third party is responsible for ensuring that any such Services (and/or Output) are not affected by the fact that the Services are utilised (or the Output is processed) via the third party and that TransUnion cannot be responsible for any defects or delay in the Services as a result of the Services being accessed via (or the Output being processed by) the third party rather than being accessed (or received) direct from TransUnion.
5.5 The Client warrants that it shall not be a Claims Management Company or carry out any activities analogous to those of Claims Management Company at any time during the term of the Client Agreement. Breach of this clause 5.5 shall be a material breach for the purposes of clause 12.4.1 of this Agreement.
5.6 The Client acknowledges and agrees that the data comprised within the Services and Output is based on information provided to TransUnion by third parties over whom TransUnion has no control. Therefore, TransUnion can give no warranties or representations as to the accuracy or the completeness of the Output.
5.7 TransUnion makes no warranties or representations as to the suitability of the Output for any particular purpose. Given the nature of the Services, TransUnion recommends that the Client does not use the Services as the sole basis for any business decision.
6 OWNERSHIP
6.1 All IPR in the Input (in the form received from the Client) shall at all times remain vested in the Client (or its third party licensors) and TransUnion shall acquire no rights in it save as expressly provided in this Agreement.
6.2 All IPR in the Output and the Services (excluding any part that is comprised of Input in the form received from the Client) shall at all times remain vested in TransUnion (or its third party licensors) and the Client shall acquire no rights in them save as expressly provided in this Agreement.
6.3 The Client grants to TransUnion a non-transferable, non-exclusive licence to use and copy the Input to enable TransUnion to provide the Services and to carry out its obligations under this Agreement.
6.4 The Client warrants that: (i) it has the right to license the Input to TransUnion for the purposes of this [Agreement/Deed]; and (ii) use of the Input pursuant to and in accordance with this Agreement, will not infringe the IPR of any third party.
6.5 Subject to clause 6.4., TransUnion warrants that it has the right to make the Output available to the Client for the purposes of this Agreement and has obtained the benefit of all necessary licences, consents and permissions that it is aware are necessary to facilitate this Agreement.
7 COMPLIANCE WITH LAWS
7.1 TransUnion and the Client shall at all times in respect of the subject matter of this Agreement comply with all Applicable Laws including the Data Protection Legislation, the FSMA and the Regulations (as defined below).
7.2 The Client acknowledges that the supply of the Services by TransUnion and use thereof is governed by various statutes, regulatory requirements, codes of practice and guidelines relating to the use, provision and sharing of personal data and other information, including the Principles of Reciprocity (being the rules (as amended from time to time) established by the Steering Committee on Reciprocity which is an unincorporated body that governs the use of shared data in the credit industry), the regulatory policy, principles, codes and guidelines set down by the FCA and the ER Regulations (collectively “the Regulations”) and that the Regulations may change from time to time. The Client agrees that TransUnion may cease providing the whole or part of the Services if necessary in order to enable TransUnion to comply with the Regulations in which case TransUnion shall not be deemed to be in breach of this Agreement by reason of such cessation.
7.3 The Client is responsible for ensuring that it retains sufficient records and audits in respect of data utilised and searches made in respect of the Services as may be required by any regulator of the Client from time to time. Except as stated in the Service Conditions by express reference to this clause 7.3, TransUnion is not responsible for retaining such information.
8 SECURITY, SET UP, ADMINISTRATION AND DATA PROTECTION OBLIGATIONS
8.1 Each party shall comply with the Minimum Security Standards in place from time to time in respect of the subject matter of this Agreement.
8.2 Where the Client is granted access to TransUnion’s Websites it shall not access or attempt to access any part of TransUnion’s Websites that the Client does not have express authority to access.
8.3 Other than links to TransUnion’s privacy notices, the Client shall not carry out any linking of pages of any of TransUnion’s Websites nor shall it incorporate any part of TransUnion’s Websites as part of the Client’s own website or that of any other party.
8.4 The Client agrees that it shall not (and it shall not engage any third party to) carry out any form of vulnerability assessment, penetration testing or load testing in respect of the Services or any of TransUnion’s Websites.
8.5 The Client is responsible for set up and administration of organisational structures, user IDs and passwords in relation to its use of the Services.
8.6 The Client shall provide details of all Client Users to TransUnion so that TransUnion can set up accounts for and issue user credentials to those Client Users to enable them to access the Services. The Client shall remain responsible for the actions of Client Users who have been issued with credentials until such time that a Client User’s access has been disabled. For operational reasons, TransUnion may change Client User credentials at any time.
8.7 The Client shall ensure that each Client User keeps his or her user credentials for the Services confidential. Client User credentials shall not be shared between individuals.
8.8 The Client agrees that use of the Services shall be limited to specialist operators for use in accordance with the Permitted Purpose, and that the Client shall therefore ensure that all Client Users have received appropriate training before they are allowed access to the Services. To the extent that TransUnion provides Documentation in respect of the Services, the Client shall include such Documentation as part of its Client User training programme.
8.9 The Client acknowledges that TransUnion acts as a controller in respect of any personal data contained within the Client User Data held by or on behalf of TransUnion. TransUnion shall process such personal data in accordance with the notice displayed on the TransUnion Website, at https://www.transunion.co.uk/legal/privacy-centre or such URL as is notified to the Client from time to time. The Client agrees to make the notice available to the Client Users in an appropriate manner so they are aware of TransUnion’s processing of such data.
8.10 Each party shall comply with its obligations under the Data Protection Legislation in relation to any personal data processed in connection with this Agreement.
8.11 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, each party shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk arising from its processing of personal data in connection with this [Agreement/Deed], including as appropriate: (a) the pseudonymisation and encryption of personal data; (b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; (d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. In assessing the appropriate level of security each party shall take into account the risks that are presented by processing, in particular from accidental or unlawful destruction, loss or alteration of personal data and of unauthorised disclosure of, or access to, personal data.
8.12 The parties acknowledge and agree that TransUnion acts as a controller (and not a processor) in relation to, and for the duration of, the processing of personal data, by it or any third party acting on its behalf, in connection with this Agreement. Where, in accordance with this Agreement, TransUnion is acting as a controller in relation to the Input, the Client shall ensure that each data subject whose personal data is contained in the Input has been provided with a link to the relevant TransUnion privacy notice as listed at https://www.transunion.co.uk/legal/privacy-centre. Details of which privacy notice should be used in relation to each TransUnion service are available from TransUnion on request.
8.13 To the extent that this Agreement expressly permits third parties to be given access to any personal data in the Output, the Client shall, before providing such access and periodically while such access persists, perform such due diligence checks on those third parties as are required in order to comply with good industry practice and applicable law. The Client shall not permit a third party to access the personal data if it does not satisfy, or ceases to satisfy, those checks.
9 CONFIDENTIALITY
9.1 Without prejudice to the provisions of clause 8 and subject to clause 9.3, each party shall in respect of the other party’s Confidential Information:
9.1.1 keep it in strictest confidence and not make it available to any third party;
9.1.2 only use it for the purposes of this Agreement and ensure that only those of its employees who need to know have access to it; and
9.1.3 ensure that, before any employee is allowed access to it, the duty of confidentiality under this clause 9 is brought to his or her attention.
9.2 Clause 9.1 survives the expiry or termination of this Agreement.
9.3 Clause 9.1 does not apply to Confidential Information to the extent that:
9.3.1 it is in the public domain at the date of its disclosure or subsequently comes in to the public domain otherwise than by breach of this Agreement;
9.3.2 the receiving party can show it was lawfully in its possession or known to it by being in its use or being recorded in its files or computers or other recording media before receipt from the disclosing party, or it has been lawfully developed by or for the receiving party independently of any Confidential Information disclosed to it by the disclosing party;
9.3.3 it is lawfully disclosed to the receiving party by any third party and is not the subject of any restriction as to its use or disclosure imposed by or on that third party at the time of provision;
9.3.4 the receiving party is obliged to disclose it by law, by any court of competent jurisdiction or any regulatory body provided that (where permitted by law) it gives the disclosing party reasonable notice of such disclosure and the reason for the disclosure;
9.3.5 provision of the Services requires TransUnion to make the Confidential Information available to sub-contractors or third party data suppliers who are subject to similar obligations of confidentiality; or
9.3.6 disclosure of the Confidential Information to third parties by the receiving party is permitted under the terms of this Agreement or has been authorised in writing by the disclosing party.
10 LIABILITY
10.1 Notwithstanding any other term of this Agreement neither party limits or excludes liability for fraud or fraudulent misrepresentation or for death or personal injury arising from its negligence. Clauses 10.2 to 10.9 (inclusive) are subject to this clause 10.1.
10.2 Neither party shall be liable for any special, indirect or consequential loss or damage arising out of or in connection with this Agreement or its subject matter (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) even if that party had notice of the possibility of such loss.
10.3 Neither party shall be liable for any loss of business, loss of profits, loss of anticipated savings, loss of reputation, loss of goodwill, business interruption, increase in bad debt or any loss incurred by any third party arising out of or in connection with this Agreement or its subject matter (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) even if that party had notice of the possibility of such loss.
10.4 The entire aggregate liability of each party in respect of all claims arising out of or in connection with this Agreement or its subject matter (other than, in respect of each party, those claims to which clauses 10.5 and 10.6 relate, and in the case of the Client, those claims to which clause 10.7 relates) in any Year (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed an amount equal to (i) the sums received by or due to TransUnion from the Client under this Agreement during that Year; or (ii) £5,000, whichever is the greater.
10.5 The entire aggregate liability of each party in respect of all claims arising out of or in connection with its breach of (i) clause 7, (ii) clause 8; and/or (iii) clause 9 of this Agreement in any Year (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed £1,000,000 (one million pounds sterling).
10.6 The entire aggregate liability of each party in respect of all claims arising out of or in connection with its breach of clause 6 of this Agreement in any Year (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed £1,000,000 (one million pounds sterling).
10.7 Clauses 10.2 to 10.6 (inclusive) shall not limit or exclude the Client’s liability in respect of any loss incurred arising out of or in connection with the Client’s breach of clause 5 and the Client’s entire liability in respect of such claims in any Year (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise), shall not exceed £20,000,000 (twenty million pounds sterling).
10.8 Except as expressly provided in this Agreement, all conditions and warranties or terms of equivalent effect whether express or implied (by statute or otherwise) are excluded to the fullest extent permitted by Applicable Law.
10.9 The Client acknowledges that the Services may contain test data entries, details of which are available from TransUnion upon request. TransUnion excludes all liability that may arise from the granting of credit or the taking of other decisions in respect of individuals on the basis of the test data entries.
11 PAYMENT AND COSTS
11.1 Except to the extent as otherwise specified under this clause 11.1, the Client shall pay TransUnion’s charges for the Services in place from time to time to TransUnion’s Agent which fees will be specified by TransUnion’s Agent under an agreement between TransUnion’s Agent and the Client. Payments made to TransUnion’s Agent pursuant to this Agreement shall be deemed to have been made to TransUnion.
11.2 All sums due under this Agreement must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of Applicable Tax which is required by law).
11.3 The Client shall reimburse TransUnion for those reasonable expenses incurred during performance of the Services by TransUnion’s employees and consultants in accordance with TransUnion’s expenses policy in place from time to time. Such expenses shall be invoiced to the Client monthly in arrears and shall be paid by the Client within 30 days of the date of TransUnion’s invoice.
11.4 Any applicable value added, sales or other tax (‘Applicable Tax’) is to be paid by the Client at the prevailing rate on all sums due under this Agreement. All sums quoted in this Agreement are exclusive of any Applicable Tax.
11.5 Following the expiry of the first Year of this Agreement, TransUnion may increase the charges payable hereunder once in every Year during the continuance of this Agreement. Any such increase shall not exceed the increase (expressed as a percentage) in the Consumer Price Index since the later of the Agreement Signature Date or since the date of the last increase (if any) in TransUnion’s charges. If the Consumer Price Index ceases to be published, then TransUnion and the Client shall agree another comparable replacement index (such agreement not to be unreasonably withheld or delayed).
11.6 The Client must ensure relevant systems and controls are in place to identify erroneous duplicate searches carried out on a consumer’s credit file as they arise. The Client shall be liable for the cost of removal of any duplicate searches in accordance with clause 11.1 above.
12 SUSPENSION & TERMINATION
12.1 If the Client breaches any of its obligations under this Agreement, TransUnion shall be entitled to suspend the Services immediately (including suspension of the licence to use any Software or Output). For the avoidance of doubt, any such suspension pursuant to this clause 12.1 shall not affect the Client’s obligations under clause 11.
12.2 Where any part of the fees are payable in advance of the Services to which they relate, TransUnion may suspend the performance of those Services until payment has been received.
12.3 TransUnion may also suspend the Services (including the licence to use any Software or Output) in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way, in which case TransUnion shall not be deemed to be in breach of this Agreement by reason of such suspension.
12.4 Either TransUnion or the Client may terminate this Agreement and/or (regardless of this Agreement having already expired or terminated) any continuing licence under clause 5.1.2 immediately on notice if:
12.4.1 the other commits any material breach of this Agreement and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of notice specifying the breach and requiring its remedy;
12.4.2 in respect of the other, a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation);
12.4.3 in respect of the other, an administration order is made, or a receiver or administrative receiver is appointed over any of its property or assets; or
12.4.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership), is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or (being an individual), is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or (being a partnership), has any partner to whom any of the foregoing apply.
12.5 On termination or expiry of this Agreement, TransUnion shall cease provision of the Services.
12.6 On termination or expiry of this Agreement or an applicable licence contained in clause 5.1 (whichever is the later) for whatever reason, the Client shall (subject to clause 12.7):
12.6.1 immediately cease using the Online Services, any Software and any Output;
12.6.2 delete all flags and other data and information appended to or forming part of any of the Client’s databases which are derived from the Output;
12.6.3 return to TransUnion all assets which TransUnion has provided for the purposes of this Agreement including the Software and the Documentation and any other materials provided by TransUnion relating to the Services (and all copies thereof); and
12.6.4 (upon request) provide TransUnion with a certificate of compliance with this clause 12.6 signed by a duly authorised officer.
12.7 Each party acknowledges that they may each have a standard data archiving policy which includes the creation and retention of backup copies of data and other information (“Retained Data”) held on its computer systems for legal, regulatory compliance, IT restoration and disaster recovery purposes only. Each party agrees that the Retained Data held by the other party shall not be subject to an obligation to be returned or deleted, whether upon termination or expiry or otherwise. For the avoidance of doubt:
12.7.1 to the extent that the Retained Data are data and other information supplied to one party by the other party, it shall remain subject to the other terms of this Agreement as may be applicable; and
12.7.2 to the extent that the Retained Data are Output or information derived from it, such data may not be used by the Client for any live operational purposes (whether such use was within the scope of the Permitted Purpose or otherwise) after the date of termination or expiry of the applicable licence contained in clause 5.1.
12.8 TransUnion carries out a due diligence process in respect of new clients, which may include checks in respect of credit rating, security and Data Protection Legislation compliance. The Client agrees that TransUnion may, as a result of such process (i) terminate this Agreement (including any licence under clause 5.1) immediately on notice at any time during the 30 day period immediately following the Agreement Signature Date; and (ii) refund to the Client any charges already paid to TransUnion in respect of Services that have not yet been performed. This right of termination shall be without prejudice to TransUnion’s other rights under this Agreement.
12.9 TransUnion may terminate provision of any element of the Services (and the corresponding elements of the Output) immediately on notice in the event that TransUnion or its licensor ceases, for any reason, to have the right to make such Services and/or Output available. TransUnion shall not be deemed to be in breach of this Agreement and shall not have any liability to the Client in respect of such termination. In such circumstances, the parties agree to enter into good faith negotiations with a view to agreeing:
12.9.1 a pro rata refund of any charges paid in advance for the terminated Services in respect of any period after the date of termination to the extent that such Services have not yet been performed; and
12.9.2 an appropriate variation to the terms of this Agreement for provision of the unaffected Services.
12.10 TransUnion may suspend the Services and/or terminate this Agreement at any time if TransUnion’s contract with TransUnion’s Agent terminates for any reason whatsoever.
12.11 On termination or expiry of this Agreement for any reason, any terms of this Agreement that either expressly or by their nature extend beyond the Agreement’s termination remain in full force and effect. Without limiting the preceding sentence, the provisions of clauses 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and clauses 15 to 23 (inclusive) shall continue after termination or expiry of this Agreement in accordance with their terms.
13 AUDIT
13.1 Each party shall, subject to receipt of reasonable prior written notice from the other, permit a reasonable number of the other party’s authorised employees and other representatives, including any competent regulatory authority, to have reasonable access during normal business hours to its relevant premises, documents and operations for the sole purpose of auditing compliance with this Agreement. The relevant premises, documents and operations are those which contain or might reasonably be expected to contain evidence of the host party’s compliance or non-compliance with any term of this Agreement, but this clause does not entitle the visiting party to inspect any information which is (i) commercially sensitive, (ii) confidential for bona fide reasons of security or because of bona fide confidentiality obligations owed to a third party, or (iii) protected by legal privilege. The parties acknowledge that, where appropriate and agreed by the parties, audits and inspections under this clause 13.1 may be conducted virtually.
13.2 If either party exercises its right of audit under clause 13.1 it shall: (i) comply with the host party’s reasonable safety and security rules and regulations in place from time to time; (ii) use reasonable endeavours to restrict its presence on the host party’s premises to a maximum of two days; and (iii) reimburse the host party for all damage, losses, costs, claims demands and expenses suffered by the host party that are directly attributable to the visiting party’s (or its authorised representatives’) acts or omissions in exercising the right of audit.
14 FORCE MAJEURE
14.1 Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement (except for its obligation to make payment) arising from any Force Majeure Event.
14.2 The party affected by the Event of Force Majeure shall use reasonable endeavours to mitigate the impact of such Event of Force Majeure and to recommence performance of its obligations under this Agreement as soon as is reasonably practicable.
14.3 If the affected party is unable to perform its obligations under this Agreement by reason of the Event of Force Majeure for more than four weeks, the non-affected party may terminate this Agreement immediately by serving notice on the other and neither party shall be liable to the other by reason of such termination.
15 COUNTERPARTS, ELECTRONIC SIGNATURE AND VARIATION
15.1 This Agreement may be executed in any number of counterparts, all of which taken together will constitute one and the same agreement, and either party may enter into this Agreement by executing a counterpart.
15.2 This Agreement (and, where applicable, each counterpart) may be executed by electronic signature by any of the parties to any other party and the receiving party may rely on the receipt of such document so executed by electronic means as if the original had been received.
15.3 Any amendment, modification, variation or supplement to this Agreement (a “Variation”) must be made in writing and signed by an authorised signatory of each party. References to the execution of this Agreement in clauses 15.1 and 15.2 shall also apply to the execution of any Variation to it.
16 ASSIGNMENT AND SUB-CONTRACTING
16.1 Either party is entitled to sub-contract the performance of any of its obligations under this Agreement provided that such party shall be liable for its obligations under this Agreement to the same extent as if it had carried out the work itself.
16.2 The Client shall not assign, transfer, charge or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of TransUnion (such consent not to be unreasonably withheld or delayed).
17 SEVERANCE
If any provision of this Agreement is found to be illegal or unenforceable by any court of competent jurisdiction then that provision shall be deemed to be deleted, but without affecting the remaining provisions.
18 AGENCY
Nothing in this Agreement constitutes a partnership between the parties. Neither party is deemed to be the agent of the other for any purpose and neither has the power or authority to bind the other or to contract in the name of the other.
19 ENTIRE AGREEMENT
19.1 This Agreement sets out the entire agreement between the parties in relation to its subject matter and supersedes all previous written or oral agreements, representations, understandings, warranties, conditions or arrangements between the parties in relation to that subject matter.
19.2 Each party acknowledges and agrees that in entering into this Agreement it has not relied on any statement, representation, assurance, condition or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.
19.3 Nothing in this clause 19 shall exclude or limit any liability of the parties arising as a result of any fraud or fraudulent misrepresentation.
20 WAIVER
Failure by either party to exercise or enforce any rights available to that party or the giving of any forbearance, delay or indulgence is not to be construed as a waiver of that party’s rights under this Agreement.
21 NOTICES
21.1 Any notice issued by the Client purporting to terminate this Agreement, whether in whole or in part, including any notice to terminate any Service Schedule or otherwise to terminate the right to receive services under this Agreement (in each case a “Termination Notice”), must be sent by email to the following address: contracttermination@transunion.co.uk (or such other email address as is notified to the Client from time to time).
21.2 Save as set out in clause 21.1, all notices, requests, consents and authorisations given pursuant to this Agreement must be in writing and delivered by hand or sent by pre-paid first class mail, courier, Royal Mail Signed for 1st Class mail or Royal Mail Special Delivery Guaranteed mail and, where TransUnion is the recipient, be sent to its registered office address specified in the Primary Schedule (or such other address as is notified to the Client from time to time) and, where the Client is the recipient, be sent to its registered office or trading address as specified in the Primary Schedule (or such other trading address as is notified to TransUnion from time to time).
21.3 Subject to clause 21.5, any correctly addressed Termination Notice given pursuant to this Agreement shall be deemed to have been received at the time of transmission of the email containing the Termination Notice.
21.4 Subject to clause 21.5, any correctly addressed notices, requests, consents and authorisations given pursuant to this Agreement shall be deemed to have been received as follows:
21.4.1 if delivered by hand, on signature of a delivery receipt;
21.4.2 if sent by pre-paid first class mail, Royal Mail Signed for 1st Class or Royal Mail Special Delivery Guaranteed at 9.00am on the second day after posting;
21.4.3 if by courier, at the time recorded by the delivery service.
21.5 If deemed receipt under clauses 21.3 or 21.4 would occur outside Agreed Business Hours in the place of receipt, it shall be deferred until Agreed Business Hours first next resume. In this clause 21.5, “Agreed Business Hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the United Kingdom.
21.6 The provisions of clauses 21.1 to 21.5 shall not apply to the service of any proceedings or other documents in any court, tribunal or other legal action or, where applicable, any arbitration, mediation or other method of dispute resolution facilitated by a third party
22 GOVERNING LAW AND JURISDICTION
22.1 The formation, existence, construction, performance, validity and all other aspects of this Agreement, any term of this Agreement and any non-contractual obligation undertaken or incurred in connection with this Agreement (including those arising out of pre-contractual dealings) will be governed by the laws of England.
22.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in any way relate to this Agreement or its formation, existence, construction, performance, validity and any non-contractual obligation undertaken or incurred in connection with this Agreement (including those arising out of pre-contractual dealings) and, for these purposes, each party irrevocably submits to the exclusive jurisdiction of the courts of England.
22.3 The rights and remedies available to the parties in connection with this Agreement are cumulative and (except as otherwise stated) are not exclusive of any rights or remedies provided by law.
23 THIRD PARTY RIGHTS
23.1 Except as stated in the Service Conditions by express reference to this clause 23.1, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
23.2 Notwithstanding that any term of this Agreement may be or become enforceable by a person who is not a party to it, any of the terms of this Agreement may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any such third party.
24 REFERENCE SITE AND CASE STUDY
24.1 TransUnion may publish the Client’s name and logo, and information relating to the Services provided by TransUnion to the Client, in case studies, press releases, website content and other marketing materials provided that in each case TransUnion: (i) obtains the Client’s prior written consent to any such proposed publication; and (ii) complies with any reasonable requirements specified in writing by the Client in relation to the publication, such as a requirement to comply with the Client’s brand guidelines.