Terms and Conditions of Supply (Online Services)
YOU UNDERSTAND AND AGREE THAT BY ORDERING ANY OF THE ONLINE SERVICES, YOU WILL BE BOUND BY THESE TERMS OF SUPPLY. IF YOU DO NOT ACCEPT THESE 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 ARE DEEMED TO HAVE ACCEPTED THE TERMS OF SUPPLY IN THE VERSION CURRENT AT THE TIME THAT ORDER IS PLACED.
In these Terms of Supply, unless the context otherwise requires:
2. INFORMATION ABOUT CERTAINTY AND PURPOSE OF ONLINE SERVICES
|Approved Third Party
||means any person, firm or company with whom Certainty has entered into arrangements allowing them to sell Online Services;
||means The National Will Register Limited, a limited liability company registered in England and Wales under company number 06256187. Its registered office is at The Chapel, Chapel Lane, Lapworth, B94 6EU;
||means Website information and content, such as text, graphics, software, images and other such materials created by Certainty;
||means any legally binding contract between Certainty and You based on these Terms of Supply;
||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, powers of attorney, lasting powers of attorney, enduring powers of attorney, deeds and similar and/or related legal instruments;
||means the password protected logon that allows a Subscriber or a promotional code that allows You to access an Online Service;
||means Certainty Material and User Material together;
||means a calendar month;
||means services supplied by Certainty on the Website including but not limited to the Registration Service, the Reach Will Search Service, the Touch Service and the Search Service;
|Reach Will Search
||means the service provided by Certainty as part of the Online Services to facilitate the location of Documents;
||means a request for information relating to the existence and/or whereabouts of a Document submitted to Certainty using the Search Service;
||means each of the United Kingdom of Great Britain and Northern Ireland and the Republic of Ireland;
||means a person or organisation that has become a subscriber to Certainty pursuant to a Subscription Agreement and Subscription shall be construed accordingly;
||means the Contract by which a Subscriber subscribes to the Registration Service;
|Terms of Supply
||means these terms and conditions of supply as amended from time to time;
||means the service provided by Certainty as part of the Online Services to facilitate the management of Documents;
||means Website content created by You, third parties and other users of the Website.
||means any person, firm, company, corporation, partnership or other legal entity who uses any Online Service and Your will be construed accordingly;
||means Certainty’s website at www.certainty.co.uk
|Will Register Search
||means the hosted database provided by Certainty to Subscribers as part of the Online Services for registration of Documents;
2.1. The National Will Register Limited is a limited company registered in England and Wales under company number 06256187. Its registered office is at The Chapel, Chapel Lane, Lapworth, B94 6EU. Certainty’s VAT number is 925 7082 15.
2.2. Certainty operates the Website.
2.3. The Registration Service is designed to facilitate the storage and retrieval of information regarding the whereabouts of Documents.
2.4. The Search Service is designed to facilitate the search for information regarding the whereabouts of Documents.
2.5. The Touch Service is designed to facilitate the management of Documents and data.
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 Certainty that You are: (a) legally capable of entering into binding contracts; and (b) at least 18 years old; and (c) resident in one of the Serviced Countries; and (d) accessing the Website from a Serviced Country.
4. YOUR RIGHTS AS A CONSUMER
4.1. This clause 4 applies only to consumers.
4.2. In this clause 4 references to the Regulations means The Consumer Protection (Distance Selling) Regulations 2000 and the Provision of Services Regulations 2009.
4.3. The Online Services are provided by The National Will Register Limited a limited liability company registered at Companies House in England and Wales under company number 06256187. Its registered office is at The Chapel, Chapel Lane, Lapworth, B94 6EU and it can be contacted at that address. Certainty can also be contacted by email at firstname.lastname@example.org. Certainty’s VAT number is 925 7082 15.
4.4. To understand the process for ordering an Online Service from Certainty, You should read the guide to online purchasing.
4.5. If you are a consumer, you may only purchase Online services from the Website site if You are at least 18 years old.
4.6. If You have a complaint about the Online Service that you have used, or wish to request any information You can contact Certainty at the address and email address given in clause 4.3 or you can telephone on 0845 408 0404.
4.8. As a consumer, you have legal rights in relation to the Online Services. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
4.9. Normally, under the Regulations, You have a right to cancel any Contract made over the internet. However, because the nature of the Online Service is the search for a missing Document, or to establish whether or not a Document exists, Certainty commences the search process as soon as possible after your Search Request has been received. For this reason, once the search process has commenced the Contract between You and Certainty cannot be cancelled. If you decide to cancel Your order for an Online Service such as a Will Search before Certainty has started to process Your order, Certainty will not process the order and will provide a refund to the credit or debit card or bank account from which payment for the Online Service was made. Certainty will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which You gave Certainty notice of cancellation as described in clause 4.10
4.10. To be effective any cancellation must be sent by email to email@example.com quoting Certainty’s reference that You were given at the time that You placed Your order, and must be received before Certainty has commenced processing Your order.
4.11. If Certainty fails to comply with these Terms of Supply, Certainty is responsible for loss or damage You suffer that is a foreseeable result of Certainty’s breach of these Terms of Supply or its negligence, but Certainty is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of Certainty’s breach or if they were contemplated by You and Certainty at the time that the Contract was entered into.
4.12. You agree not to use any Online Service for any commercial, business or re-sale purposes, and Certainty has no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.
4.13. Certainty does not in any way exclude or limit its liability for:
4.13.1. death or personal injury caused by Certainty’s negligence;
4.13.2. fraud or fraudulent misrepresentation.
5. SEARCH SERVICES
5.1. Registration of Documents is not mandatory. Not all Documents are registered with Certainty. 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 Document in their possession.
5.2. Because the methodology used by Certainty to search for Documents relies upon third parties either registering Documents or responding to requests for information in relation to Documents that they hold, Certainty does not guarantee that use of the Search Service will result in the location of a Document held by a third party. Certainty will not be liable if for any reason a Document is discovered subsequent to a Search Request which does not reveal the existence of a Document.
5.3. Due to the fact that Certainty do not store Documents and the Search Service only involves Certainty passing on Your Search Request to third parties, Certainty hereby excludes to the fullest extent permitted by law any liability for:
5.3.1. any failure to find or delay in finding a Document;
5.3.2. the delivery by a third party of any Document to an incorrect address;
5.3.3. any loss of a Document by any third party; and/or
5.3.4. any failure by any third party to store a Document appropriately.
5.4. Due to the fact that Certainty does not generate data itself relating to the existence or whereabouts of Documents, but relies on third parties to provide that data, Certainty hereby excludes to the fullest extent permitted by law any liability for:
5.4.1. the failure of any person to register with Certainty any Document in that person’s possession;
5.4.2. the provision of inaccurate or incomplete information relating to any Document by any person;
5.4.3. the failure by any person to update information or data held by Certainty;
5.4.4. the removal of information relating to any Document by any person who appears to Certainty to be entitled to remove it; and/or
5.4.5. the failure of any person making a Search Request to provide accurate or complete details or information.
5.5. Where Certainty undertakes to enquire of solicitors or other third parties in any particular locality for the existence of a Document, because Certainty 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 Certainty, Certainty hereby excludes to the fullest extent permitted by law any liability for:
5.5.1. the failure by any person holding any Document to respond to an enquiry;
5.5.2. the failure to enquire of the person who holds the Document for which a Search Request has been made;
5.5.3. any Document for which a Search Request has been made having been made or being held in a different locality; and/or
5.5.4. the failure of any response to Certainty’s enquiry from a person holding a Document reaching the person making Search Request.
5.6. Searches of the Certainty data are made at the time of a Search Request and are not subsequently updated. Accordingly, only information held within the Certainty data will be revealed by a Search Request and any subsequent updating of the Certainty data will not result in updating of any previous Search Request.
5.7. Where a search of the Certainty data or an enquiry by Certainty reveals the existence or possible existence of a Document in respect of which it has received a Search Request, but the holder of that Document neglects or refuses to contact the person making the Search Request, Certainty may, if (but only if) it becomes aware of such neglect or refusal, inform the person making the Search Request that a 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 Document being sought.
6.1. This clause 6 applies only to Subscribers.
6.2. Even if You purchased Your Subscription from an Approved Third Party as part of any service or product provided by that Approved Third Party, You are nevertheless bound by these Terms of Supply save to the extent that they have been varied by agreement between You, the Approved Third Party and Certainty.
6.3. Becoming a Subscriber is conditional upon credit approval being obtained and receipt by Certainty of a fully completed and signed Subscriber Application in its then current form.
6.4. By becoming a Subscriber You agree to be bound by the Subscriber Terms.
6.5. The term of the Subscriber Agreement begins on the date Certainty generates an e-mail to the Subscriber that includes the information required to allow the Subscriber to begin to use the Online Services and will continue thereafter until terminated in accordance with the provisions of the Subscriber Application.
6.6. Either Certainty or the Subscriber may give written notice to end the Subscription Agreement in accordance with the terms of the Subscriber Application. If the Subscriber terminates the Subscription Agreement without proper notice, (other than for breach of the Subscription Agreement by Certainty where such breach has not been remedied within 14 days of written notice by the Subscriber requiring it to be remedied), all fees payable up to the earliest date on which the Subscription Agreement could have been terminated by proper notice will become payable immediately.
6.7. Any termination notice the Subscriber provides to Certainty under any provision of this clause 6 must be in writing and sent to Certainty’s registered office address by recorded delivery and clause 16 will not apply to such a notice.
6.8. Certainty reserves the right to vary Subscription charges by giving the Subscriber not less than 3 Months prior written notice. Any variation in Subscription charges will take effect from the expiry of the notice.
7. USE OF ONLINE SERVICES
7.1. 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.
7.2. If You become aware that any unauthorised access to or use of any Online Service has occurred or may occur, You will promptly notify Certainty.
7.3. If Certainty becomes aware that any unauthorised access to or use of an Online Service has occurred or may occur, Certainty will promptly notify You and may take steps to suspend and/or terminate Your access to or use of the Online Services.
7.4. Without prejudice to Certainty’s rights under clause 7.3, upon notification under clause 7.1 or 7.2 Certainty 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 Certainty and You will each take such steps as soon as is reasonably practicable each bearing their own costs.
7.5. Where at any time Certainty becomes aware that You are not complying with these 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, Certainty 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. Certainty has discretion to restore the Your access where You have demonstrated to Certainty’s reasonable satisfaction that such non-compliance has ceased and the You are taking all reasonable steps to prevent its recurrence.
7.6. The Terms of Website Use apply to Your use of the Online Services.
7.7. Subscribers are authorised to use the Online Services only for their reasonable business purposes.
8. ONLINE PRICE AND PAYMENT
8.1. The price of any Online Services will be as quoted by Certainty 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 Certainty and You.
8.2. Certainty 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.
8.3. 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, debit card or direct debit mandate or such other payment methods as Certainty may from time to time indicate as being acceptable on the Website.
8.4. In the event that any Subscription payment (including payments that ought to have been made during any notice period) or payment in respect of any Online Service is rejected, clawed back, cancelled or otherwise negated, Certainty 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.
8.5. Where Certainty 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 Certainty 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 8.5 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.
9. SUBMITTING CONTENT TO THE WEBSITE
9.1. 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, Certainty, 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.
9.2. 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.
9.3. 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 Documents.
10. DATA PROTECTION
10.2. 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 Certainty or failure properly to obtain the consent of a Registree in connection with such use and You will indemnify and keep indemnified Certainty, 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 these Terms of Supply. Where making any use of Registree information You must inform the Registree of all terms and conditions applicable to such use.
10.3. 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.
10.4. Certainty will make available an 'unsubscribe' service at firstname.lastname@example.org. In the case of Documents, this service will be subject to safeguards to ensure that only the owner of a Document is able to make permanent deletions of information relating to the existence or whereabouts of a Document.
10.5. Information uploaded onto any Online Service relating to the existence or whereabouts of a Document is the property of the person who executed the Document concerned, and not the property of the person who registered the Document. 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 Certainty’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.
11. AVAILABILITY OF THE ONLINE SERVICES
11.1. Due to the nature of the internet, online systems and software, Certainty cannot ensure that the Online Services will be available at all times and/or will always function effectively. Accordingly, Certainty will not be liable to You in respect of the unavailability or malfunctioning of any Online Service.
11.2. Certainty 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.
11.3. On occasion, technical problems may delay or prevent delivery of the Online Services. Certainty 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 Certainty has to carry out routine maintenance, repairs, reconfigurations or upgrades or in circumstances beyond Certainty’s control.
11.4. In the event of significant anticipated downtime for routine maintenance, repairs, reconfigurations or upgrades or where Certainty becomes aware of a significant interruption preventing access to the Website and/or the Online Services outside Certainty’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 Certainty. Certainty will also post a notice on the Website.
11.5. Where interruption to Your access to the Website and/or any of the Online Services is caused by factors within Certainty’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 possible to do so.
12. THIRD PARTY SOFTWARE
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 Certainty and to the fullest extent permissible by law Certainty will not be liable for any loss, damage or expense which may result from Your inability to access the Website or Online Services.
13. CERTAINTY’S LIABILITY
13.1. Whilst Certainty 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, Certainty 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, Certainty hereby excludes to the fullest extent permitted by law (and subject to Clause 13.5) any liability for any cost or damage thereby incurred or suffered.
13.2. The Website and Material are provided on an “as is” basis without any warranties of any kind. Certainty and its suppliers, to the fullest extent permitted by law (and subject to Clause 13.5), 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 Certainty will do what it reasonably can to maintain the accuracy of the Certainty Material, to the fullest extent permitted by law (and subject to Clause 13.5). Certainty 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.
13.3. Subject to clause 13.5, Certainty 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.
13.4. Subject to clause 13.5, Certainty’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 Certainty from You for use of the Online Services giving rise to the loss or damage.
13.5. Nothing in these Terms of Supply will exclude or limit Certainty’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
13.6. Where You buy any product/services from a third party seller through the Website, Certainty will have no liability to You and the seller's liability is as set out in the seller's terms and conditions.
You agree to indemnify and keep indemnified Certainty, 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 these Terms of Supply, except to the extent that such claims, liabilities, damages, costs, actions or demands are caused by Certainty.
15.1. If You materially breach these Terms of Supply, Certainty shall have the right to terminate the Agreement, 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 the Agreement, any Contract and Your use of the Website.
15.2. Either party to the Agreement or any Contract may terminate the Agreement or 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.
15.3. Other than as provided in clauses 15.1 and 15.2 of Subscription Agreements are subject to termination in accordance with clause 6.
16. WRITTEN COMMUNICATIONS
When using the Website, You accept that communication with Certainty will be mainly electronic. Certainty will contact You by email or provide You with information by posting notices on the Website. For contractual purposes, You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that Certainty provides to You electronically comply with any legal requirement that such communications be in writing.
17. EVENTS OUTSIDE CERTAINTY’S CONTROL
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 Certainty’s reasonable control.
19. LAW AND JURISDICTION
These 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.