1.1 Save as expressly varied by Global Business Register Limited trading as GBRDirect "GBRDirect" (hereinafter called “the Company”) these conditions shall be deemed to be incorporated into all contracts made by the Company in respect of goods supplied and services provided by the Company and to override any terms and conditions which are inconsistent with them.
1.2 By accepting these User Terms & Conditions (“the User Terms”) the Company will grant the customer access to the Company Portal, an online and gateway service. The Company is a distributor of information and access to the Company’s products and service is provided via the Internet.
1.3 The Company Portal does not include the availability and use of a network or other connection required to access the Company Portal. Nor does this right to use the Company Portal include the equipment or software necessary for use of the Company Portal. The Customer is responsible for setting up and maintaining the communication to Company Portal unless otherwise agreed.
1.4 To gain access to the Company Portal, the Customer must accept this agreement by electronically signing it. The Company reserves the right to deny any customer access to the Company Portal at its sole discretion. The customer will receive access with a secure user-ID and password when the Company approves the customer.
1.5 The customer pledges not to reveal or in any other way divulge the user-ID or password to unauthorized persons. The Customer shall also ensure that no unauthorized persons can gain access to the user-ID and password. The Customer shall immediately contact the Company to change the user-ID and password should it become known to unauthorized persons. The customer is liable for all loss or damage suffered should the user-ID and password become known to unauthorized persons. This liability applies until such time as the customer has informed the Company and frozen the user-ID and password. The customer can request a freeze on the user-ID and password by contacting the Company at firstname.lastname@example.org.
1.6 The customer is responsible for preventing unauthorized persons from using the customer’s equipment or systems to access the Company Portal. Moreover, the customer is responsible for storing documentation and instructions, which may have been provided by the Company in a safe place where they will not fall into the hands of unauthorized persons. The customer is responsible for preventing any loss of this information.
1.7 The Company may at any point and with immediate effect limit the customer’s use of the Company Portal, in part or entirely, and disable the customer’s use of the Company Portal with immediate effect if the customer does not fulfill the customer’s obligations in accordance with these User Terms. The Company also reserves the right to cease providing the Company Portal in whole or in part if the customer’s use of the Company Portal has caused loss or damage to the Company. The Company may be entitled to claim damages from the customer. However, the Company will not be liable to pay any compensation should the customer’s use of the Company Portal be cancelled per these User Terms or otherwise.
1.8 The Company reserves the right to transfer, in whole or in part, its rights and liabilities under these User Terms. The Customer does not have the right, without the Company’s written consent, to transfer the customer’s rights and liabilities under this agreement.
1.9 All written or verbal obligations and commitments that may have preceded this agreement are replaced by these User Terms.
1.10 For connection to certain databases within the Company Portal, special terms may be applicable. These terms will be provided to the Customer.
1.11 The Company reserves the right, at any point in time, to make changes or additions to these User Terms, giving the customer one (1) months written notice in advance.
2. Orders and instructions are only accepted on the basis that those instructing us do so as principals and are liable directly to us for payment of our account.
3.1 The Company or third parties with whom the Company is collaborating take no responsibility for the content of the Company Portal or for any fault, defects or delay in connection with the Company Portal. Moreover, the Company takes no responsibility for material published or offered via other websites or pages to which the Company has links. The customer agrees to indemnify the Company for any injury suffered by the Company following from the customer’s use of the Company Portal in a manner contrary to these User Terms.
3.2 Under no circumstance is the Company responsible for loss of profit or indirect damages caused.
3.3 Nothing in this agreement is intended to limit the Company’s liability for death, personal injury, fraud, breach of statuary duty or any malicious act intended to cause the customer harm or loss.
3.4 Subject to clause 3.5, our liability for loss or damage (direct, indirect or consequential) arising out of any single claim, event, or series of related claims or events (including claims based on negligence) shall not exceed £50,000.
3.5 The Company has professional indemnity insurance of £1,500,000 to cover European company searches and related matters. You acknowledge this and agree that this amount constitutes adequate insurance and you fully accept the limitation of our liability in accordance with clause 3.4
4. To the extent permitted by law, it is our policy to observe confidentiality with regard to the identity and affairs of our customers, but, in common with other service providers, we may be required exceptionally to disclose information to governmental and other public authorities.
Third Party Contractors
5. If you instruct us in relation to work which will be carried out in Ireland or abroad we may, as your agent, directly or through an intermediary request another contractor to carry out some or all of this work for you. In such circumstances we have no control over the activities of those providing the service to you ("Third Party Contractors"). We take all reasonable care to choose Third Party Contractors with good reputations when instructing them. We accept no responsibility however for the services Third Party Contractors provide to you or for any errors or omissions in their work product. If a mistake is made by Third Party Contractors that causes you loss, we will, on being properly secured by you as to costs, co-operate with you in bringing proceedings against the contractor concerned. We shall pay the charges of Third Party Contractors on your behalf and recharge them to you with our own agency fees.
Searches and Reports
6. The Company will use all reasonable care in acquiring information to be provided to the customer however such information may be derived from information contained in a public register and as such we accept no responsibility for the accuracy of any part of any search or report. We do not accept responsibility for any inaccuracy, omission or other error in any public register upon which our search or report is based or where such information has been provided verbally either by the customer or any other 3rd party.
7.1 When obtaining information from a public register, or via a third party, the Company may be subject to the disclaimer statements and limitation provisions on the public register or provided by a third party. In such circumstances we will endeavour to make you aware of such disclaimers or limitation provisions, however it may not always be practical to do so. In any event you agree that such disclaimers and limitations will be deemed incorporated into these terms and conditions and to apply to, and be deemed repeated in, any contract between us.
7.2 The customer undertakes to use the information solely for the purpose of the customer’s own internal business use. The customer may not store the information provided through the Company Portal (“the Information”) unless the storing is temporary and necessary to display the Information. The customer undertakes not to resell or in any way redistribute the Information. Moreover, the Information may not be provided to a third party without an explicit written consent from the Company.
8. The Company may from time to time provide reports containing financial information. The Company does not warrant any financial information and accepts no responsibility for the accuracy of such financial information or any opinion provided by the Company based upon these.
9. Services will only be provided on the basis that those instructing us give us all proper, necessary, accurate and timely instructions, authority and information (including the execution of all documents required) to enable us to undertake lawfully and effectively the business instructed, and indemnify us accordingly.
10. Whilst the Company is prepared to accept instructions given by the customer orally over the telephone, such instructions shall be given at the risk of the customer and any misunderstanding or misinterpretation of such instructions shall be at the risk of the customer.
Third Party Reliance
11. Our services, including Search Reports and Information Services, are provided solely for the use of our customer or that customer's own client on whose behalf the work has been commissioned and shall not be used or relied upon by any third party without our explicit written consent.
12.1 The Company, in general, operates on the basis of pre-payment by credit card. However, there may be instances where the Company, at its sole discretion, may choose to operate on an account basis. The customer shall be liable to discharge all sums due under invoices raised by the Company in respect of products or services rendered within 30 days of such invoice. We reserve the right to charge for costs and expenses incurred in recovering late payments, including interest at the rate of 4% per annum above the base rate of HSBC’s base rate or reference rate in Euros as applying from time to time to run from the due date for payment up to and including the date on which final payment is received.
12.2 All charges are generally exclusive of VAT or other similar taxes or duties. Where the customer is liable for these charges they will be informed of the amount of any applicable tax in advance of any commitment to purchase being made.
12.3 Payment of charges may be made up to a maximum period of one year in advance. The pre-paid amounts will be credited to the customer’s account and available for using the Company’s service and products during the pre-payment period. No refunds will be made of pre-paid charges if the customer ceases to use the Company’s service for a continuous period of twelve months from the last date of use.
12.4 The customer accepts that prices may be changed without prior notice. The customer has the right to immediately terminate its account if, following such a change, the customer finds the new prices unacceptable, but shall remain liable to pay the new price for any Information accessed.
13. In the event that any work carried out for customers requires more than nominal disbursements, the Company may require an on account payment in respect of such disbursements and until such sums are deposited shall not be obliged to undertake the contract.
14.1 The Company acts in accordance with Data Protection Laws. The customer shall use the Company Portal in accordance with theRepublic of Ireland ’s Data Protection Act 1988, or the equivalent legislation in the customer’s jurisdiction.
14.2 Please note the following regarding the Data Protection Act 1988.
We may transfer information about you to our bankers/financiers for the purposes of providing services for the following purposes:-
- Obtaining credit insurance
- Making credit reference agency searches
- Credit Control
- Assessment and analysis (including credit scoring, product and statistical analysis)
- Protecting our Interests
If applicable, we will provide you with details of our bankers/financiers and that of any credit reference agencies used on request.
15. Both the Company and the customer undertake to each other that in respect of their obligations under these conditions they will at all times comply fully with all relevant statutory enactments (including without limitation the Data Protection Acts 1988 (and the Data Protection principles thereunder) (and all re-enactments thereof and amendments thereto) or regulations or requirements made by any governmental authority or equivalent body of competent jurisdiction. The customer further undertakes to treat any product purchased in such a way that the integrity of any person registered is protected in accordance with the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data as well as any corresponding implementations of this Directive into national legislations.
16. Without prejudice to the generality of Clause 15 above the customer further undertakes to the Company that it holds all necessary registrations and licences and prior to its use of any relevant services or products provided by the Company will obtain all such consents as are necessary from individuals in order to lawfully gain access to and make use of any personal data relating thereto including without limitation such consents as are necessary to be obtained from individuals acting in the capacity of director, partner or sole trader of a business in respect of which the Company is carrying out a search on behalf of the client.
Website / Company Portal
17. The Company’s web server may collect the domain names and e-mail addresses of visitors to the Company’s Portal or website (“the Site”). This information is aggregated to measure the number of visits, average time spent on the Site, pages viewed, etc. The Company uses this information to measure the use of the Site and to improve the content of the Site.
18. The Company’s Site contains “links” to other sites, and every effort is made to link only to sites that share the Company’s high standards, however, the Company is not responsible for the standard of any site linked to the Site.
20.1 The Site is provided on an “as available” basis. The Company gives no warranty (express or implied) for the services provided and it is acknowledged that the Company shall not be liable for losses of income due to disruption of the Site caused as a result of server or provider disruption.
20.2 The Company reserves the right to make changes to the content, operation, technical specifications, systems, support etc. as regards the Company Portal without any notice in advance. In addition, the Company always reserves the right, to immediately effect or make any changes occasioned by, for instance, legal requirements or the decisions of authorities. The Company has no liability due to such circumstances arising. The Customer has the right to immediately terminate the agreement if, by such a change, the Company’s service will be modified to such an extent that the customer finds the service insufficient and no longer useful for their purpose.
21. The Company may disclose and transfer your information to a third party who acquires all or a substantial portion of our business, whether such acquisition is by way of merger, consolidation or purchase of all or a substantial portion of our assets.
22.1 The Company Portal shall be used in accordance with currently applicable instructions issued by the Company from time to time during the term of the agreement. Furthermore, all equipment the customer connects to the Company Portal must fulfill all requirements posed by applicable legislation and other regulations. Should any interference in the operation of the Company Portal be traceable to the customer’s equipment, the customer shall immediately disconnect the offending equipment.
22.2 Information about the Company Portal’s availability will be provided by the Company from time to time. However, the Company does not guarantee that the Company Portal will operate error-free or be online during the entire time specified. The Company shall always be given the opportunity to remedy shortcomings in the Company Portal before such shortcomings are considered breach of contract. Moreover, the Company also reserves, to a reasonable extent, the right to shut down the Company Portal for maintenance and service work.
22.3 An email support center will be open for customers. The Company will, to a reasonable extent, assist customers with questions or problems that arise regarding the customer’s use of the Company Portal.
The Company does not guarantee 100 percent availability of this support service. Due to fluctuations in demand during peak periods and other circumstances, customers may experience periods where support may be unavailable or slow.
23. All of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting in, created during, or used in connection with any service, search or software provided to you by the Company shall be and remain the sole property of the Company or the respective owner. The customer shall not, without the prior written consent of the Company or the owner, use or adopt any name, trade name, trading style or commercial designation used by the Company or the owner, or do or omit anything to infringe on any intellectual property right relating to any product supplied by the Company or the owner.
24. In the event that new inventions, designs or processes evolve in the performance of or as a result of our services, you acknowledge the same shall be the property of the Company unless otherwise agreed in writing by the Company.
25. Where the Company is prevented from fulfilling its obligations due to circumstances which are beyond its control such as storm, labour dispute, fire, water damage, terrorism, loss of power, telecommunications or other public utility, amendments to regulations issued by governmental authorities, intervention by the authorities and errors or delays in services from sub-contractors due to circumstances as stated herein, the Company may postpone the time for performance and shall not be liable in damages to the customer for any loss so arising. Where performance of the Company Portal is materially prevented for a period in excess of three (3) months as a result of any of the abovementioned circumstances, the customer shall be entitled to terminate this Agreement.
26. If any of the provisions of these terms are held by any court or other competent authority to be void or unenforceable in whole or in part, the other provisions of these terms shall continue to be valid.
27. Nothing in these terms shall affect the statutory rights of a consumer.
28. The Company or the customer may terminate this agreement with three (3) months written notice in advance.
29. Our relationship with you will be governed by the laws of The Republic of Ireland and will be subject to the exclusive jurisdiction of the Irish courts.