TERMS AND CONDITIONS OF SUPPLY
BUSINESS CUSTOMERS
This page (together with the documents referred to on it including The National Will Register’s Website Terms of Use, Privacy Policy, Cookie Policy and Acceptable Use Policy) tells You the terms and conditions on which the National Will Register Limited (Certainty) supplies some or all of the services (Online Services) on its website www.nationalwillregister.co.uk and its other websites (a full list of which can be found here: [LINK]) (Website) to You. Please read these Terms and Conditions of Supply carefully before ordering any Online Services. These Terms and Conditions of Supply together with the documents referred to in them are together called Terms of Supply.
You understand and agree that by ordering any of the Online Services, You will be bound by the Terms of Supply. If You do not accept the Terms of Supply, You will not be able to order or receive any of the Online Services. By placing an order for Online Services You accept the Terms of Supply in the version current at the time that order is placed.
Certainty may amend or update the Terms of Supply and from time to time. To see details of any revisions click here.
You will be required to confirm Your acceptance of the Terms of Supply before placing any order for an Online Service.
1. DEFINITIONS
In these Terms of Supply, unless the context otherwise requires:
| Approved Third Party | means any person, firm or company with whom The National Will Register has entered into arrangements allowing them to sell Online Services; |
| Certainty | is a trading name of The National Will Register Limited, details of which are set out in clause 2.1 and includes its other trading names, a list of which can be found here: [LINK]; |
| The National Will Register Material | means Website information and content, such as text, graphics, software, images and other such materials created by The National Will Register; |
| Contract | means any legally binding contract between The National Will Register and You based on the Terms of Supply; |
| Identity | means the password protected logon or a promotional code that allows You to access an Online Service; |
| Material | means The National Will Register Material and User Material together; |
| Month | means a calendar month; |
| Online Services | means services supplied by The National Will Register on the Website from time to time, details of which can be found here: [https://www.nationalwillregister.co.uk/willsearch/willsearch.aspx], including Reach Will Search, Registration Service, Register Will Search, Search Service, Search Request and Touch Service; |
| Reach Will Search | means the service provided by The National Wills Register as part of the Online Services to facilitate the location of Will Documents and as more specifically described on our Website here: [https://www.nationalwillregister.co.uk/willsearch/willsearch.aspx]; |
| Registration Service | means the service provided by The National Will Register online, whereby the whereabouts and certain other details relating to a Will Document can be recorded in the Will Register; |
| Register Will Search | means a search of the Will Register. |
| Search Service | means either or both of the Reach Will Search, the Register Will Search; |
| Search Request | means a request for information relating to the existence and/or whereabouts of a Will Document submitted to The National Will Register using the Search Service; |
| Serviced Country | means each of the United Kingdom of Great Britain and Northern Ireland and the Republic of Ireland; |
| Terms of Supply | means these terms and conditions of supply and the other documents referred to in them, as amended from time to time; |
| TOUCH Service | means the service provided by The National Will Register as part of the Online Services to facilitate the management of Will Documents; |
| User Material | means Website content created by You, third parties and other users of the Website; |
| You | means any person, firm, company, corporation, partnership or other legal entity who uses any Online Service and Your will be construed accordingly; |
| Website | means any of The National Will Register’s websites from which Online Services may be purchased including those at www.nationalwillregister.co.uk; www.findawill.com; . |
| Will Documents | means originals of important documents such as Wills, codicils, memoranda and letters of wishes, trusts, secret and half secret trusts, similar and related legal documents and instruments taking effect on death; |
| Will Register | the hosted database provided by The National Will Register as part of the Online Services for registration of Will Documents |
2. INFORMATION ABOUT THE NATIONAL WILL REGISTER AND PURPOSE OF ONLINE SERVICES
2.1 The National Will Register Limited (NWR) is a limited company registered in England and Wales under company number 06256187. Its registered office is at The Mailbox, 101 Wharfside Street, Birmingham, B1 1RS. NWR carries on business under various trading names including Certainty, Findawill etc. The expression “The National Will Register” used in the Terms of Supply encompass NWR and all of its trading names.
2.2 The National Will Register can be contacted at the address specified in clause 2.1. Certainty can also be contacted by email at customerservices@nationalwillregister.co.uk.
2.3 The National Will Register’s VAT number is 925 7082 15.
2.4 The National Will Register operates the Website.
3. MATTERS RELATING TO YOU, YOUR STATUS AND YOUR INFORMATION
3.1 Access to the Website may not be legal by certain persons or in certain countries. If You access the Website from outside the Serviced Countries You do so at Your own risk and You are responsible for compliance with the laws of Your jurisdiction.
3.2 By placing an order for Online Services through the Website, You warrant to The National Will Register that You are: (a) legally capable of entering into binding contracts; and (b) at least 18 years old; and (c) using or authorised to use the relevant Online Service in the course of a business (d) resident in one of the Serviced Countries; and (e) accessing the Website from a Serviced Country.
3.3 Should You at any time wish to remove any information held about You by The National Will Register, please contact The National Will Register at customerservice@nationalwillregister.co.uk and The National Will Register will remove and destroy Your information in accordance with The National Will Register’s Privacy Policy. Where a person whose information has been registered on the Website requests the removal of such information, The National Will Register will follow such reasonable procedures as it may consider necessary to ensure that only persons legally entitled to do so are permitted to amend or remove such information.
4. SEARCH SERVICES
4.1 Registration of Will Documents is not mandatory. Not all Will Documents are registered with The National Will Register. Use of the Search Service does not relieve You or any person on whose behalf a Search Request is submitted from making enquiries of persons who may reasonably be supposed to have a Will Document in their possession.
4.2 The National Will Register only carries out the Reach Will Search service by contacting firms or other persons within the post code areas specified by the person originating the Search Request, if those firms or persons appear on the database maintained by The National Will Register. The National Will Register relies upon third parties to provide it with information as to the existence of firms or persons which are likely to hold Will Documents. Whilst The National Will Register takes reasonable steps to ensure that its database of such firms or persons is up to date, The National Will Register does not guarantee that all relevant firms or persons will be contacted when a Reach Will Search is undertaken. The National Will Register will not be liable to You or any other person if any person or firm holding a Will Document does not appear on The National Will Register’s database of firms or persons which are likely to hold Will Documents.
4.3 Where a firm or person that is contacted by The National Will Register in connection with a Reach Will Search has more than one office, only one of those offices will be contacted.
4.4 Because the methodology used by The National Will Register to search for Will Documents relies upon third parties either registering Will Documents or responding to requests for information in relation to Will Documents that they hold, The National Will Register does not guarantee that use of the Search Service will result in the location of a Will Document held by a third party. The National Will Register will not be liable to You or any other person if for any reason a Will Document is discovered subsequent to a Search Request which does not reveal the existence of a Will Document.
4.5 Due to the fact that The National Will Register does not store Will Documents and the Search Service only involves The National Will Register passing on Your Search Request to third parties, The National Will Register hereby excludes to the fullest extent permitted by law any liability for:
4.5.1 any failure to find or delay in finding a Will Document;
4.5.2 the delivery by a third party of any Will Document to an incorrect address;
4.5.3 any loss of a Will Document by any third party; and/or
4.5.4 any failure by any third party to store a Will Document appropriately.
4.6 Due to the fact that The National Will Register does not generate data itself relating to the existence or whereabouts of Will Documents, but relies on third parties to provide that data, The National Will Register hereby excludes to the fullest extent permitted by law any liability to You or any other person for:
4.6.1 the failure of any person to register with The National Will Register any Will Document in that person’s possession;
4.6.2 any delay between the provision of data to The National Will Register, and the uploading of that data into the Will Register;
4.6.3 the provision of inaccurate or incomplete information relating to any Will Document by any person;
4.6.4 the failure by any person to update information or data held by The National Will Register;
4.6.5 the removal of information relating to any Will Document by any person who appears to The National Will Register to be entitled to remove it; and/or
4.6.6 the failure of any person making a Search Request to provide accurate or complete details or information.
4.7 Where The National Will Register undertakes to enquire of solicitors or other third parties in any particular locality for the existence of a Will Document, because The National Will Register relies on others to provide up to date information on the details of Solicitors’ and other businesses and for those persons to respond to enquiries generated by The National Will Register, The National Will Register hereby excludes to the fullest extent permitted by law any liability to You or any other person for:
4.7.1 the failure by any person holding any Will Document to respond to an enquiry;
4.7.2 the failure to enquire of the person who holds the Will Document for which a Search Request has been made;
4.7.3 the fact that the firm or person holding a Will Document does not appear on the database of firms or persons likely to hold Will Documents maintained by The National Will Register;
4.7.4 any Will Document for which a Search Request has been made having been made or being held in a different locality; and/or
4.7.5 the failure of any response to The National Will Register’s enquiry from a person holding a Will Document reaching the person making Search Request.
4.8 Searches of the The National Will Register data are made at the time of a Search Request and are not subsequently updated. Accordingly, only information held within the The National Will Register data at the time of the Search Request will be revealed by a Search Request and any subsequent updating of the The National Will Register data will not result in updating of any previous Search Request.
4.9 Where a Register Will Search or a Reach Will Search reveals the existence or possible existence of a Will Document in respect of which it has received a Search Request, and the registered holder of that Will Document:
4.9.1 holds the Will Document in a professional capacity but neglects or refuses to contact the person making the Search Request, The National Will Register may, if (but only if) it becomes aware of such neglect or refusal, inform the person making the Search Request that a Will Document being sought exists or may exist, but will not in the absence of a valid order made by a court of competent jurisdiction disclose the identity of the person who holds or who may hold a Will Document being sought; or
4.9.2 is the Testator or some other person who does not hold the Will Document in a professional capacity, The National Will Register may disclose details of any data uploaded by the person who registered the Will Document at any time to any person whom it reasonably believes may be legally entitled to have the same (e.g. because they are the person or legal personal representative of the person who executed a Will Document details of which are registered using the Registration Service) on production of such evidence of entitlement as The National Will Register may in its reasonable discretion deem appropriate.
5. USE OF ONLINE SERVICES
5.1 You are responsible for the acts and/or omissions of any persons making use of Your Identity(ies) whether being authorised to do so or not. You will promptly notify Certainty on becoming aware of any Identity and/or password being known and/or available to a third party and You will immediately take all necessary steps to change the password associated with any Identity which has been compromised.
5.2 If You become aware that any unauthorised access to or use of any Online Service has occurred or may occur, You will promptly notify The National Will Register.
5.3 If The National Will Register becomes aware that any unauthorised access to or use of an Online Service has occurred or may occur, The National Will Register will promptly notify You and may take steps to suspend and/or terminate Your access to or use of the Online Services.
5.4 Without prejudice to The National Will Register’s rights under clause 5.3, upon notification under clause 5.1 or 5.2 The National Will Register will discuss with You what steps if any may be appropriate to reduce the risk of any further unauthorised access to or use of the Online Services, and The National Will Register and You will each take such steps as soon as is reasonably practicable each bearing their own costs.
5.5 Where at any time The National Will Register becomes aware that You are not complying with the Terms of Supply including but not limited to access to or use of the Online Services or that there has been or may be unauthorised access to or use of any Online Service, The National Will Register reserves the right to suspend and/or terminate Your access to any Online Services, and will notify You in the event that suspension or termination occurs. The National Will Register has discretion to restore the Your access where You have demonstrated to The National Will Register’s reasonable satisfaction that such non-compliance has ceased and the You are taking all reasonable steps to prevent its recurrence.
5.6 The Terms of Website Use apply to Your use of the Online Services.
5.7 You are authorised to use the Online Services only for Your reasonable business purposes.
6. ONLINE PRICE AND PAYMENT
6.1 The price of any Online Services will be as quoted by The National Will Register or on the Website from time to time, except in cases of obvious error. These prices exclude VAT. Charges may be liable to change at any time, unless otherwise agreed between The National Will Register and You.
6.2 The National Will Register is under no obligation to provide any Online Service to You at the incorrect price, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by You as a mis-pricing.
6.3 Unless payment has been arranged for an Online Service through an Approved Third Party with whom You have made alternative arrangements, payment for all Online Services must be made in advance by credit card, debit card or direct debit mandate or such other payment methods as The National Will Register may from time to time indicate as being acceptable on the Website. In the absence of other arrangements for payment agreed in advance between The National Will Register and You, no Contract between The National Will Register and You exists for any Online Service until The National Will Register has received payment for that Online Service.
6.4 In the event that any payment in respect of any Online Service is rejected, clawed back, cancelled or otherwise negated, The National Will Register will be entitled to recover that payment from You together with an administration charge of not less than £50, such other costs as may be awarded by a court of competent jurisdiction, and interest at the rate of 4% above the base rate of HSBC Bank plc from time to time.
6.5 Where The National Will Register renders an invoice to You that is not paid at the time the Online Service that is being invoiced is ordered, payment of such invoice shall be due when the invoice is delivered. If The National Will Register does not receive payment within 28 days after the invoice date it may be able to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and on at least 5 days’ notice, suspend any or all of the Online Services until payment of the invoice, any interest and any other sums due to Certainty. If Certainty suspends Your access to the Online Services under this clause 6.5 it does not guarantee that it will be able to recommence the provision of such Online Services to You in the same way as they were provided prior to the suspension, such as, by way of example only, the prominence or positioning of advertising on the Website.
7. SUBMITTING CONTENT TO THE WEBSITE
7.1 You will remain solely liable for any material You submit to the Website (or which is provided by You and which we upload to the Website on Your behalf) and/or any Online Service. In submitting any material to the Website and/or an Online Service You hereby agree to indemnify, and keep indemnified, The National Will Register, its holding company and subsidiaries, affiliates, directors, officers and employees from and against any and all claims, liability, costs, damage, other expenses or loss any of them may incur (including without limitation legal fees) as a result of any material You submit or any violation by You of Your obligations under these Terms of Supply.
7.2 If The National Will Register prepares data for uploading to the Website based on data supplied by You, You are responsible for ensuring that the data prepared by The National Will Register is accurate. The National Will Register may refuse to upload any such data to the Website until You have confirmed that You are satisfied that such data is accurate. If The National Will Register, at Your request, uploads such data to the Website before You have confirmed that it is accurate, The National Will Register hereby excludes to the fullest extent permitted by law any liability to You or any other person for any inaccuracy in any such data. You will be deemed to have confirmed the accuracy of any such data if You fail to notify The National Will Register of any inaccuracy in any such data within 30 days of having been notified that data has been uploaded to the Website.
7.3 If You are uploading information or content, You warrant to Certainty that the information or content that You provide is accurate and complete. You are responsible for ensuring that this information or content is promptly updated if there are any changes to the information or content provided and You undertake to maintain the accuracy and completeness of the information or content that You have uploaded.
7.4 By submitting any material to the Website, and/or any Online Service You grant Certainty an irrevocable, free of charge, non-exclusive, worldwide, perpetual license to use such material in the provision of Online Services to You and/or in relation to the delivery of the Online Services to third parties, including (but not limited to) responding to Search Requests by contacting the registered holders of Will Documents.
8. DATA PROTECTION
8.1 The National Will Register’s Privacy policy is incorporated into the Terms of Supply. For more information regarding how personal information is utilised by The National Will Register please see the Privacy Policy.
8.2 If You use the Website to submit information for or on behalf of a third party (Registree) You are responsible for any error in the accuracy of information provided to The National Will Register or failure properly to obtain any required consent of a Registree in connection with such use and You will indemnify and keep indemnified The National Will Register, its employees and agents, from and against any and all claims, liabilities, damages, costs, actions or demands, including without limitation all legal and accounting costs, arising or resulting from any inaccuracies in the information You submit or Your breach of the Terms of Supply. Where making any use of Registree information You must discharge any obligations that You may have as regards informing the Registree of the terms and conditions applicable to such use.
8.3 If You are acting as an intermediary (such as a solicitor, Will writer or bank) by submitting someone else’s personal information, You are responsible for ensuring that by submitting that personal information You are not breaching any obligation that You owe to Your client or customer, for example under the terms of Your agreement with them, or otherwise.
8.4 The National Will Register will make available an ‘unsubscribe’ service at customerservices@nationalwillregister.co.uk. In the case of Will Documents, this service will be subject to safeguards to ensure that only the owner of a Will Document is able to make permanent deletions of information relating to the existence or whereabouts of a Will Document.
8.5 Information uploaded onto any Online Service relating to the existence or whereabouts of a Will Document is the property of the person who executed the Will Document concerned, and not the property of the person who uploaded the information. Whilst the person who uploaded such information will be able to amend and update the information from time to time whilst they have access to the relevant Online Service, only the owner of such information will be entitled to have the information permanently removed from the relevant Online Service. Any such removal will be subject to The National Will Register’s procedures from time to time which are designed to ensure that no information is permanently removed from an Online Service other than by the owner of the information.
9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 9.2.
9.2 Each party may disclose the other party’s confidential information:
9.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with 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 9; and
9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
9.4 Without prejudice to the obligations outlined in clauses 9.1 and 9.3 above, The National Will Register confirms that where the confidential information provided to it, by You, is confidential information relating to, or about, Your clients, it shall not disclose such information to any third party without your prior written consent.
10. AVAILABILITY OF THE ONLINE SERVICES
10.1 Due to the nature of the internet, online systems and software, The National Will Register cannot ensure that the Online Services will be available at all times and/or will always function effectively. Accordingly, The National Will Register will not be liable to You in respect of the unavailability or malfunctioning of any Online Service.
10.2 The National Will Register will not be liable to You where You are unable to access any Online Service, or otherwise use any Online Service for reasons related to internet connectivity and/or telecommunications.
10.3 On occasion, technical problems may delay or prevent delivery of the Online Services. The National Will Register shall do what it reasonably can to maintain an Internet presence for the Website and/or the Online Services but does not guarantee continuous, uninterrupted use, especially when The National Will Register has to carry out routine maintenance, repairs, reconfigurations or upgrades or in circumstances beyond The National Will Register’s control.
10.4 In the event of significant anticipated downtime for routine maintenance, repairs, reconfigurations or upgrades or where The National Will Register becomes aware of a significant interruption preventing access to the Website and/or the Online Services outside The National Will Register’s control it will use its reasonable endeavours to contact You in advance of any downtime by sending an email to the address that You have registered with The National Will Register. The National Will Register will also post a notice on the Website.
10.5 Where interruption to Your access to the Website and/or any of the Online Services is caused by factors within The National Will Register’s direct control it will use reasonable endeavours to resolve the issue that has led to any Online Service being suspended and shall reinstate the Online Services as soon as it is reasonably able to do so.
11. THIRD PARTY SOFTWARE
11.1 To make full use of the Website, the Online Services or links to other websites it may be necessary to use particular computer equipment or to download or install certain pieces of software. If You are unable to access all or part of the Website and/or any of the Online Services because it does not automatically include access to any necessary software or equipment, this will not constitute a breach of any agreement by The National Will Register and to the fullest extent permissible by law The National Will Register will not be liable for any loss, damage or expense which may result from Your inability to access the Website or Online Services.
12. THE NATIONAL WILL REGISTER’S LIABILITY
12.1 Whilst The National Will Register will do what it reasonably can to maintain an Internet presence for the Website and will carry out regular virus checking of the Website server, The National Will Register does not warrant that the Website will be available at all times, operate error-free or that the Website and its server are free of computer viruses and other harmful code. If Your use of the Website or the Material results in the need for servicing or replacing equipment or data, The National Will Register hereby excludes to the fullest extent permitted by law (and subject to Clause 12.5) any liability for any cost or damage thereby incurred or suffered.
12.2 The Website and Material are provided on an “as is” basis without any warranties of any kind. The National Will Register and its suppliers, to the fullest extent permitted by law (and subject to Clause 12.5), excludes all warranties implied by law or statute, including without limitation the warranty of merchantability, non-infringement of third parties’ rights, and the warranty of fitness for particular purpose. Whilst The National Will Register will do what it reasonably can to maintain the accuracy of the The National Will Register Material, The National Will Register and its suppliers make no warranties about the accuracy, reliability, completeness or timeliness of the Material, the Website, the Online Services, software text, graphics and links or about the results obtained from using them and The National Will Register hereby excludes to the fullest extent permitted by law (and subject to Clause 12.5) any liability for any cost or damage incurred or suffered by reason of any failure thereof.
12.3 Subject to clause 12.5, The National Will Register will not be liable in any way for any increased costs or expenses, loss of profit, business, contracts, revenues or expected savings or any special indirect or consequential damage whatsoever arising out of any provision or use of the Online Services, the Website or of any error or defect in either or of the performance non-performance or delayed performance of the Online Services.
12.4 Subject to clause 12.5, The National Will Register’s total aggregate liability for any loss or damage arising out of, or in connection with Your use of the Website or the Online Services will not exceed the actual payment received by The National Will Register from You for use of the Online Services giving rise to the loss or damage.
12.5 Nothing in these Terms of Supply will exclude or limit The National Will Register’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
12.6 Where You buy any product/services from a third party seller through the Website, The National Will Register will have no liability to You and the seller’s liability is as set out in the seller’s terms and conditions.
13. INDEMNITY
13.1 You agree to indemnify and keep indemnified The National Will Register, its partners from time to time, its employees and agents, from and against any claims, liabilities, damages, costs, actions or demands, including without limitation reasonable legal and accounting costs, arising or resulting from Your use or misuse of the Material or Your breach of the Terms of Supply, except to the extent that such claims, liabilities, damages, costs, actions or demands are caused by The National Will Register.
14. TERMINATION
14.1 If You materially breach these Terms of Supply, The National Will Register shall have the right to terminate any Contract and to suspend Your use of the Website and Online Services immediately if the breach is capable of being remedied and has not been remedied within 14 days of receipt of written notice requiring it to be remedied. If the breach is not capable of being remedied Certainty may immediately terminate any Contract and Your use of the Website.
14.2 Either party to any Contract may terminate the Contract on written notice to the other if that other enters into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager or administrator appointed or ceases for any reason to carry on business or takes or suffer any similar action which in the opinion of the party serving the notice means that the other may be unable to pay its debts.
15. WRITTEN COMMUNICATIONS
15.1 When using the Website, You accept that communication with The National Will Register will be mainly electronic. The National Will Register may communicate with You by email, text message, or by posting notices on the Website or via other services such as a message centre. For contractual purposes, You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that The National Will Register provides to You electronically comply with any legal requirement that such communications be in writing unless that legal requirement specifically requires The National Will Register to use a different form of communication.
16. EVENTS OUTSIDE THE NATIONAL WILL REGISTER’S CONTROL
16.1 Certainty will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations to provide the Online Services that is caused by events that are outside The National Will Register’s reasonable control.
17. MISCELLANEOUS
17.1 Except as expressly provided in a particular Policy or material on particular web pages of the Website, these Terms and Conditions of Supply, the Website Terms of Use, Privacy Policy, Cookie Policy, Acceptable Use Policy and any specific Contract between You and The National Will Register constitute the entire agreement between You and The National Will Register with respect to use of the Website. Any clause in the Terms of Supply that is found to be invalid or unenforceable shall be deemed deleted and the remainder of the Terms of Supply shall not be affected by that deletion. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Nothing in the Terms of Supply shall confer on any third party any benefit or the right to enforce any provision of the Terms of Supply. The National Will Register has the right to amend these Terms and Conditions of Supply and any other document constituting the Terms of Supply from time to time. The National Will Register will notify You of any such changes by posting a notice on the Website.
17.2 In the event of any conflict between these Terms of Supply and the Website Terms of Use, the provisions of these Terms of Supply shall prevail.
18. LAW AND JURISDICTION
18.1 The Terms of Supply and Your use of the Website and the Online Services will be governed by English law. Any dispute arising from, or related to Your use of the Website or the purchase of any Online Services shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.