1.1. This is an Agreement between the customer identified in the Order Confirmation (“the Customer”) and Larato Limited (“Larato”) a company incorporated in England and Wales under registered number 5451360 at the registered address The Farm House, Radnage Common Road, Radnage, Buckinghamshire, HP14 4DH
1.2. The Larato Inside Track Service (“Service”) purchased by the Customer will consist of products detailed in the Order Confirmation and may include the following:
1.2.1. Inside Track Company Data (which provides information on third parties via the internet) and/or
1.2.2. Provision of marketing and prospecting data via the internet
1.3. This Agreement consists of the order confirmation issued by Larato relating to the Service (the “Order Confirmation”) and the Terms and Conditions and constitutes the entire agreement between the Customer and Larato in relation to the Service.
1.4. By signing the Order Confirmation, or by accessing or using the Service, the Customer accepts the content of this Agreement. Unless otherwise stated in the Terms and Conditions, where the terms of the Order Confirmation conflict with the Terms and Conditions, the Terms and Conditions shall take precedence.
2.1. This Agreement shall be in force from the date inserted on the Order Confirmation and continue for a period of 12 months unless otherwise stated in the Order Confirmation.
2.2. The Customer may be contacted during this Agreement period regarding new developments and products.
2.3. From time to time Larato may, from time to time, at its absolute discretion, make and/or apply updates, alterations, modifications and adaptations to the Service or any element of the Service (including but not limited to the way in which it delivers products and/or services and/or to modify the functionalities) (“Alterations”). Larato will take reasonable steps to inform the Customer of these Alterations with as much advance warning as possible.
2.4. Larato does not warrant that the Customer’s use of the Service will be uninterrupted or error-free and is not responsible for any, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Larato shall have no liability (on any account whatsoever) to the Customer as a result of or related to such events.
2.5. This Agreement entitles the Customer to access and retain the Service for the purposes detailed in this Agreement and for the duration of the Agreement only. The rights to access and use the Service shall automatically lapse on termination or expiry of this Agreement. No subscriptions, rights or credits may be extended or carried over on any renewal, unless agreed in writing by Larato. No refund shall be payable by Larato in respect of any unused rights or credits.
3. CHARGES AND PAYMENT
3.1. In consideration of Larato providing the Service, the Customer agrees to pay the sum specified in the Order Confirmation and or the invoice issued therewith (“the Invoice”) on the times and dates specified therein. For the avoidance of doubt, all payments must be made within 21 days of the invoice date unless otherwise stated in the Order Confirmation or where the parties have agreed that payment shall be made by direct debit.
3.2. Subject to clause 3.7, if the Customer fails to pay the amount specified on the Order Confirmation and or invoice on the times and dates agreed the full amount will become due with immediate effect.
3.3. In the event that the Service is suspended in accordance with clause 7, then Larato shall be under no obligation to:
3.3.1. Re-instate the Service and/or:
3.3.2. Recompense the Customer in respect of any period of suspension from the time of payment default to receipt of payment.
3.4. If the Customer fails to pay Larato any sum due pursuant to the Agreement, the Customer shall be liable to pay interest to Larato on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Barclays Plc, accruing on a daily basis until payment is made, whether before or after any judgment.
3.5. Larato reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
3.6. The Customer agrees to fully indemnify Larato against all third party costs incurred in the pursuit of payment.
3.7. Without prejudice to the generality of the foregoing provisions of this clause 3, where the Customer and Larato agree that the Customer shall pay the amount specified in the Order Confirmation by direct debit then:
3.7.1. Larato will use reasonable endeavours to contact the Customer by telephone to complete the direct debit mandate (which shall for the avoidance of doubt include the Customer providing its bank details and authorisation to any direct debit payments).
3.7.2. Where the Customer and Larato are unable to complete the direct debit payment mandate within two working days of the date of the Invoice (“the Invoice Date”), then payment of the full amount of the sum specified in the Order Confirmation will become due within 21 days of the Invoice Date. In the event that the Customer fails to pay the sum due within the aforementioned 21 days, the full amount will become due with immediate effect and clauses 3.3 to 3.6 of this Agreement shall apply in full force and effect.
3.7.3. Where Larato attempts to take a payment by direct debit and the payment fails for whatever reason, payment for the full amount of the sum specified in the Order Confirmation will become due immediately and clauses 3.3 to 3.6 of this Agreement shall apply. The Customer accepts that it shall be liable for any bank charges incurred by Larato as a result of a failure of a direct debit attempt.
3.7.4. For the avoidance of doubt the provisions of this clause 3.7 shall only apply to Customers paying by direct debit.
3.8. The Customer acknowledges and agrees that:
3.8.1. Larato may collect payment information relating to the Customer and its payment of Larato’s invoices, which will be used by Larato as part of its products/services; and
3.8.2. any failure by the Customer to pay Larato’s invoices on time may have an adverse impact on the Customer’s credit rating.
3.9. Additional Services: The Customer may request, and Larato may agree (at its absolute discretion) to provide (at an extra charge) additional (i) Larato services; and/or (ii) reports beyond the usage limits set out in the Order Confirmation (“Additional Services”). Larato shall be entitled to invoice the charges for any Additional Services at any time after placement of the Customer’s order for the Additional Services, and invoices shall be payable (without deduction or set-off) within 21 days of the invoice date, unless otherwise agreed with Larato.
4. LARATO’S PROPRIETARY RIGHTS
In this clause 4 the term “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
4.1. Except as expressly provided herein access to the Service does not grant the Customer any database rights or rights in the copyright, trademarks or any other Intellectual Property Rights of Larato or any third party.
4.2. The Service is protected by Intellectual Property Rights. All Intellectual Property Rights in or arising out of or in connection with the Service shall be owned by Larato or, where relevant, its third party subcontractors or the third party providers.
4.3. The Customer is not permitted and will not allow any third party to adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with any element of the Service without Larato’s written permission. Larato may take steps to assist identification of its Service.
4.4. Data protection
4.4.1. For the purpose of this Agreement:
A. “Data Protection Legislation“ means all data protection and privacy legislation and regulatory requirements in force from time to time which apply to a party including (to the extent applicable) (i) the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (“UK GDPR”) (ii) the Data Protection Act 2018 (iii) the General Data Protection Regulation ((EU) 2016/679) (“EU GDPR”); and (iv) any successor legislation to any of the foregoing, together with and any judicial or administrative interpretation of any of the above, any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by the Information Commissioner’s Office or such other supervisory authority as may be responsible for enforcing compliance with the Data Protection Legislation from time to time;
B. “data controller“, “personal data“, and ”processing“ have the definitions contained in the Data Protection Legislation;
C. “SCC” means, to the extent applicable:
a. the European Commission’s Standard Contractual Clauses for data transfers between EU and non-EU countries, as set out in the Annex to Commission Implementing Decision (EU) 2021/914 (as may be updated by Larato from time to time), or such alternative clauses as may be approved by the European Commission from time to time (“EU SCC“); and/or
b. the ICO’s International Data Transfer Agreement for the transfer of personal data from the UK to an entity located in a Third Country (as defined in clause 4.4.9) (as may be updated by Larato from time to time), or such other alternative agreement as may be approved by the UK from time to time (“IDTA“); or the ICO’s International Data Transfer Addendum to the EU SCC (as may be updated by Larato from time to time), or such other alternative clauses as may be approved by the UK from time to time (“UK Addendum”).
4.4.2. This clause sets out the framework for the sharing of personal data between the parties as independent data controllers.
4.4.3. The Customer is responsible for establishing the lawful basis for processing personal data obtained pursuant to use of the Services and maintaining compliance with the Data Protection Legislation in connection with such data. The Customer shall ensure that all applicable data subject rights are available to applicable individuals.
4.4.4. The Customer acknowledges that accessing personal data through the use of the Services is only permitted where the Customer has a lawful basis for doing so and the Customer warrants that it shall only request personal data where the Customer has a lawful basis for doing so.
4.4.5. The Customer agrees that it shall only access and use the Services for the purpose of credit checking, prospecting, direct marketing, know your customer checks, compliance, data verification and enhancement, debtor trace and other lawful business due diligence purposes.
4.4.6. The Customer acknowledges that it is its duty to record and demonstrate the existence of its lawful basis for processing.
4.4.7. Where the Customer provides Larato with data or information which includes personal data to enable Larato to provide the Service, the Customer warrants that it has a lawful basis for doing so and that it has complied with the transparency requirements set out in Articles 13 and 14 of the UK GDPR and EU GDPR as applicable.
4.4.8. Subject always to clause 5.2, in the event that any of the personal data made available by Larato as part of the Service is transferred to a Customer (or any group company or affiliate of a Customer (“Group Company”) if and solely to the extent expressly allowed by the terms of this Agreement) based outside the UK and/or the European Economic Area (“EEA”) in a country or territory that has not been granted adequacy status pursuant to the UK GDPR and/or EU GDPR (as appropriate) (a “Third Country”) pursuant to this Agreement, the SCC shall apply to such transfers, as applicable. For the purpose of the EU SCC, the data exporter shall be Larato, and the data importer shall be ) the Customer (or its Group Company) located in the Third Country. For the purpose of the UK Addendum and the IDTA, the data exporter shall be Larato and the data importer shall be the Customer (or its Group Company) located in the Third Country. For the avoidance of doubt, any SCC that apply pursuant to this clause 4.4.9 shall automatically cease to apply in the event that the Third Country in which the Customer (or its Group Company) is based is granted adequacy status pursuant to the UK GDPR and/or EU GDPR (as appropriate). The Customer shall also at all times comply with any applicable local laws in the relevant jurisdiction.
4.4.9. Prior to the transfer of any personal data by Larato to a Group Company based outside the UK and/or the EEA in a country or territory that has not been granted adequacy status pursuant to the UK GDPR and/or EU GDPR (as appropriate) (if and solely to the extent that such a transfer is expressly permitted by Larato in accordance with clause 5.2), the Customer acknowledges and agrees that such Group Company shall be required to enter into SCC directly with Larato before accessing and/or using the Service (and the data included therein). As such, the Customer shall not provide any Group Company based in a Third Country with data obtained from the Service or otherwise allow the Group Company to access the Service (or the data included therein) in any way or by any means prior to such Group Company properly entering into the SCC directly with Larato in the form described above (and prior to a copy of such signed SCC having been provided to Larato). Further, the Customer warrants that it shall procure the compliance of any such Group Company with the terms and conditions set out in this Agreement.
4.4.10. In the case of a conflict or ambiguity between any of the provisions of this Agreement and the SCC, the provisions of the SCC will prevail.
4.4.11. The parties agree that if:
a. the Data Protection Legislation changes in such a way that Larato considers that any provisions of this Clause 4.4 (including the SCC) are no longer adequate for the purposes of governing lawful data sharing exercises (including, for the avoidance of doubt, any subsequent changes made to the Data Protection Legislation and/or the SCC as a result of any change in the United Kingdom’s adequacy status pursuant to the EU GDPR); and/or
b. the SCC are amended, replaced and/or superseded by any new standard contractual clauses approved by a competent authority, then Larato may adapt, update or replace the terms of this Clause 4.4 as it considers reasonably necessary in light of such changes.
5. CUSTOMER OBLIGATIONS AND CONDUCT
5.1. The Customer shall:
5.1.1. provide Larato with any information or assistance which the parties have agreed the Customer shall provide in order for Larato to perform its obligations under this Agreement, and shall use all reasonable endeavours to ensure that any such information provided to Larato is complete, accurate and in the agreed format
5.1.2. not to do anything to harm Larato’s reputation
5.1.3. abide by all laws & regulations applicable to its use of the Service and the data contained therein, including full compliance with all aspects of Data Protection Legislation
5.1.4. not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means. You will not attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services. You will not access all or any part of the Services in order to build a product or service which competes with the Services nor will you use the Services to provide services to third parties. Use of any automated system or software to extract data from the Site, the Application or the Services (“screen scraping”) is expressly prohibited.
5.2. The Service made available to the Customer is a non transferable license and is provided solely for the Customer’s own internal use within the United Kingdom unless otherwise agreed by the parties in writing (including, without limitation, in respect of any use of the Service by a group company or affiliate of the Customer). The Customer may not sell, transfer sublicense, distribute, commercially exploit or otherwise make available to, or use for the benefit of any third party, any of the Service. The Customer may not include the Service in any product or service which the Customer sells.
5.3. During this Agreement the Customer agrees not to attempt to gain unauthorised access to the Service or modify the same.
5.4. The Customer agrees to be responsible for maintaining the confidentiality of its password and account details.
5.5. Unless otherwise detailed within your Order Confirmation, the use of the Service provided under the terms of this agreement is limited to one designated user.
5.6. If the Customer receives prospecting or marketing information (Prospecting Data), the Customer is licensed to utilise the Prospecting Data for internal marketing purposes only. The Customer is responsible for determining on which lawful basis it shall utilise the Prospecting Data pursuant to the Data Protection Legislation and for compliance with all legal and regulatory requirements in relation to such Prospecting Data, including the Telephone Preference Service, Commercial Telephone Preference Service, and DMA guidelines.
6. WARRANTIES AND LIMITATION OF LIABILITY
6.1. The Larato Service is not intended to be used as the sole basis for any decision making and is based upon data which is provided by third parties, the accuracy of which it would not be possible for Larato to guarantee. Whilst Larato aims always to maintain a quality, fully operative service, the Service and third party services are nonetheless provided on an “as is”, as available basis without warranties of any kind, whether express or implied.
6.2. Specifically Larato gives the Customer no warranty or assurance about the contents of the Service. Whilst Larato does endeavour to maintain the accuracy and the quality of the Service, information contained may be incorrect or out of date. Therefore any use of the Service is at the Customer’s own risk.
6.3. Subject to clause 6.5 Larato shall not be liable for any indirect or consequential loss. Larato shall not be liable for the following types of financial loss (whether direct or indirect); loss of profits, loss of earnings, loss of business or goodwill in addition to the following types of anticipated or incidental losses; loss of anticipated savings, increase in bad debt and failure to reduce bad debt.
6.4. Where any matter gives rise to a valid claim against Larato its liability shall be limited to a sum equal to the sum paid for the Service supplied under this Agreement in the year the claim arises.
6.5. Nothing in this clause 6 or any other provision of this Agreement shall seek to exclude or limit liability for death or personal injury caused by negligence, or for breach of its obligation under s12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, fraud or fraudulent misrepresentation or any other liability that cannot be lawfully excluded or limited.
6.6. Each party to this Agreement warrants that it has obtained and will continue to hold all necessary licenses, consents, permits and agreements required for it to comply with its obligations under this Agreement and for the grant of rights to the other party under this Agreement.
7.1. Larato shall be entitled to terminate this Agreement with immediate effect by giving written notice to the Customer if:
7.1.1. the Customer fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
7.1.2. the Customer commits a material breach of its other obligations under this Agreement and (if remediable) fails to remedy that breach within 14 days of receipt of notice requiring it to do so;
7.1.3. the Customer is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction (to the extent such action is permitted by applicable laws).
7.2. Notwithstanding its right to terminate the Agreement, where Larato reasonably believes the Customer has breached any provision of this Agreement Larato may, with immediate effect and without notice, suspend access to the Service.
7.3. Upon termination or expiration of this Agreement:
7.3.1. all rights and licences granted under this Agreement, including the right to access and use the Service, shall immediately terminate;
7.3.2. the Customer must delete all and any part of the Service (including any data or reports obtained via the Service) held by the Customer in any format and the Customer may not make any further use of the Service (or the data obtained from use of the Service);
7.3.3. the Customer shall immediately pay to Larato all of Larato’s outstanding and unpaid invoices;
7.3.4. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry; and
7.3.5. clauses 3, 4, 5, 6, 7, 8, and 11 shall continue with full force and effect.
8.1. The Customer agrees to indemnify, defend and hold Larato, its parents, subsidiaries, affiliates, officers and employees harmless from any loss, cost, damage, claim or demand, including reasonable legal fees, made by any third party or incurred or suffered by Larato or its parents, subsidiaries, affiliates, officers or employees in connection with the Customer’s breach of this Agreement.
9. FORCE MAJEURE
9.1. Larato will not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of Larato, including without limitation Internet outages, communications outages, fire, flood, war or act of God.
In this clause 11 the term “Confidential Information” means information, in any form, of a confidential or proprietary nature disclosed by one party to the other which is marked as confidential; or is identified as confidential at the time of disclosure; or would be regarded by a reasonable business person as being confidential, including but not limited to information regarding the disclosing party’s business, customers, employees, suppliers, software, products, know-how, processes and business intentions;
10.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information except as permitted by clause 11.2.
10.2. Each party may disclose the other party’s confidential information:
10.2.1. To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11;
10.2.2. And as may be required by law, court order or any governmental or regulatory authority.
10.2.3. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
11. INTERNATIONAL COMPANY DATA
11.1. Reports providing details of companies based outside the United Kingdom are provided on a subject to availability basis, and the countries from which reports are available may vary throughout the course of the term of this Agreement.
11.2. Reports providing details of companies outside the United Kingdom are provided within the specific timeframes detailed in the Order confirmation.
12.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable.
12.2. Except for any rights of data subjects as set out in the SCC (to the extent applicable), the parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement
12.3. The terms of this Agreement and the provision of the Service and the relationship between the Customer and Larato shall be governed by the laws of England and Wales. The Customer agrees irrevocably to submit to the exclusive jurisdiction of the courts of England and Wales.
12.4. The failure of Larato to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. The Service is subject to availability.
12.5. Should any third party data become unavailable to Larato, Larato shall be entitled to obtain a similar service from another third party supplier.
12.6. Larato may unilaterally vary any term of this Agreement in order to comply with any legislation applicable to the provision of the Services.
13. GOVERNING LAW
13.1. This Agreement shall be governed by the provisions of English Law and both parties shall submit to the exclusive jurisdiction of the English Courts.
Larato Ltd is a company incorporated in England and Wales with registered number 5451360 whose registered address is Larato Ltd, The Farm House, Radnage Common Road, Radnage, Buckinghamshire, HP14 4DH and it operates the website www.larato.co.uk. The registered VAT number is 866 4201 22.
You can contact Larato Ltd by email on email@example.com.
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