Terms and Conditions

  1. Definitions and Interpretation

    1. In this Agreement and the Schedules, unless the context otherwise requires, the following words and expressions shall have the following meanings:
      Additional Terms
      those additional terms (if any) that CDL VIS is contractually obliged by its Licensors to ensure apply in relation to the provision of the Services and/or Response Data to RAC from time to time and that CDL has notified to RAC;
      Approved Format
      means such format (if any) as the DVLA or any other Licensor shall from time to time specify to CDL VIS as being a permissible website format, meaning as at the date of this Agreement a website which is:
      1. accessible via web browser or mobile telephone technology;
      2. not accessible via a fixed link or web service (such as XML or REST);
      3. intended for use only by UK residents; and
      4. intended for use solely in connection only with products that are aimed at UK residents only;
      Charges
      the charges payable by the Customer for the Service as mutually agreed or any other fees or charges payable by the Customer under this Agreement, as applicable;
      Commencement Date
      the date on which the provision of the Services actually commences;
      Credit
      a pre-paid credit purchased by the Customer from VP;
      Data Fields
      those fields against which an Enquiry will be searched;
      Documentation
      any documentation, but not including the Response Data, provided or made available by VP in its discretion to the Customer (in whatever format, including electronic) in connection with the Services;
      DVLA
      the Government’s Driver and Vehicle Licensing Agency or such successor or replacement agency or organisation from time to time;
      Email Service Address
      1. for VP shall be [email protected] or such other email address as VP notifies to the Customer; and
      2. for the Customer shall be the email address the Customer notifies to VP;
      Enquiry
      a request by the Customer for a particular Service received by VP, in the form of a Valid VRM, via the VP Website;
      Event of Force Majeure
      causes beyond the reasonable control of a Party including but not limited to fires, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements or regulations of any civil or military authority;
      Intellectual Property Rights
      any and all copyrights, moral rights, related rights, patents, trade marks, trade names, service marks, design rights, database rights, domain name rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;
      Licensors
      the persons who license data to VP from time to time;
      Party
      a party to this Agreement;
      Permitted Use
      the purposes of appraising, or verifying the current status of, motor vehicles or other assets prior to selling, purchasing or processing such motor vehicles or other assets in the ordinary and lawful course of Your business;
      Response Data
      the vehicle data received by the Customer in the course of providing the Services or otherwise under the Agreement;
      Regulator
      any regulator or regulatory body (including the FCA and the Information Commission) to which a Party is subject from time to time;
      Service
      a service to be provided by VP to the Customer which comprises the following:
      1. receipt of Enquiries;
      2. an automated interrogation of the relevant database or other data source via searches against the relevant Data Fields;
      3. generation and supply of Response Data;
      4. pursuant to the terms of this Agreement;
      Term
      the period commencing on the Commencement Date and ending on the date this Agreement is terminated or expires;
      VP / We / Us
      means or refers to Vehicle Provenance Limited, a company registered in Scotland with registered number SC277372 and whose registered office is 1 George Square, Castle Brae, Dunfermline, Fife, KY11 8QF; and “Our” shall be construed accordingly;
      VP Website
      means any websites operated by VP offering software or services, including that with the URL of: www.motortradeservices.co.uk;
    2. Any reference to a Clause or Schedule is to the relevant Clause or Schedule of or to this Agreement and the Schedules form part of and are incorporated into this Agreement. If there is any inconsistency between any of the Clauses and the Schedules, the Clauses shall prevail.
    3. Any reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
    4. Except where the context requires otherwise words denoting the singular include the plural and vice versa, and words denoting any one gender include all genders.
    5. References to including, includes and in particular are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation.
    6. The headings in this Agreement are for ease of reference only and shall not affect the construction of the Agreement.
    7. An obligation on a Party not to do something includes an obligation not to allow that thing to be done.
    8. Reference to something being ‘in writing’ or ‘by written agreement’ or any similar expression shall include reference to writing by email sent to the relevant Party’s Email Service Address but shall not include fax.
  2. Grant of Licence and Supply of Services

    1. Subject to the terms and conditions of this Agreement and in consideration of the payment by the Customer to VP of the Charges in accordance with Clause 7, VP:
      1. grants to the Customer a non-exclusive and non-transferable licence to access each Service and use the Response Data for the relevant Permitted Use and in accordance with all the provisions of this Agreement;
      for the Term. VP shall not be obliged to provide any services which are not within the scope of this Agreement. In the event that the Customer requires any additional services from VP the Parties shall enter into a separate agreement in respect of the same. Neither Party shall be obliged to enter into such agreement and VP shall not be obliged to provide any services which are not within the scope of this Agreement unless and until any such separate agreement is entered into.
    2. The Customer shall use each Service solely for the relevant Permitted Use and not for any other use or purpose.
    3. If the Customer makes any use of a Service or Response Data which is not in accordance with its Permitted Use VP will inform the Customer in writing to cease such use. If the Customer has not ceased such use within 30 days of receipt of written notice to desist, VP reserves the right to:
      1. terminate this Agreement;
      2. increase the Charges; or
      3. offer the Customer an alternative service.
    4. Subject to Clause 9.5, in the event that:
      1. a Data Field or other data licensed to VP which is relevant to a Service is re-classified or modified by a Licensor;
      2. any part of the Data Field or other data licensed to VP which is relevant to a Service is no longer provided by such persons to VP; or
      3. VP is no longer permitted to provide any data licensed to VP which is relevant to a Service to the Customer in accordance with this Agreement;
      VP shall have the right to amend the Services accordingly upon giving the Customer 30 days' written notice or such shorter period as a Licensor may require.
    5. In the event that the DVLA or another Licensor amends its requirements in respect of the Approved Format, the Customer shall immediately upon receipt of notice of such amendment from VP ensure that its use complies in all respects with the Approved Format as so amended.
    6. The Customer will not disclose Response Data to any third party.
  3. The Customer’s Responsibilities

    1. The Customer shall maintain the confidentiality of its authentication details utilised by the Customer to access and use the Services. Subject to Clause 5.2, the Customer is responsible for all use of its account, whether or not such use was actually authorised by the Customer. the Customer acknowledges and agrees that VP may from time to time issue the Customer with new authentication details.
    2. The Customer shall
      1. not store the elements of the Response Data for future use other than as follows:
        1. for a limited period of 24 hours to allow multiple hits against a single record as part of a continuous enquiry; or
        2. for a limited period where it is necessary to retain Response Data for auditing purposes/contractual issues. The Response Data must be held in archive records and must only be retained as long as necessary for this purpose. The Response Data must not be used to fulfil further enquiries or transactions, nor to fulfil multiple enquiries such as insurance or financial quotes after the 24 hour period permitted pursuant to Clause 3.2.1(a) has expired;
      2. not use the Response Data in any way to identify any individual, in particular the name and/or address of the keeper of a vehicle;
      3. not use Response Data to create an alternative database;
      4. not cause or permit Response Data to be transferred, stored, accessed, viewed or processed outside the United Kingdom (whether electronically or by any other means);
    3. The Customer shall:
      1. at all times take all appropriate technical and organisational measures against unauthorised disclosure of the VIN;
      2. only retain the VIN for as long as is absolutely necessary for the purpose of the disclosure; and
    4. The Customer shall not resell all or any part of the Services or Response Data.
    5. The Customer shall ensure that:
      1. any equipment used to access the Services is secure and that no unauthorised persons have access to the same;
    6. Notwithstanding the foregoing, each Party shall ensure that it has in place appropriate anti-virus software and technical measures to safeguard the Customer's use of and access to the Services and shall take all such steps as are necessary to prevent any unauthorised access to the Services and Response Data.
  4. Confidentiality

    1. Each of the Parties undertakes to the other during the term of the Agreement and following termination (howsoever arising) to keep confidential subject to the provisions of this Clause 4 all information (written or oral) that it shall have obtained or received as a result of the discussions leading up to or the entering into or performance of this Agreement, or provision and use of the Service (including the terms of this Agreement, and in relation to information provided by VP, all confidential information in or relating to the Services), save that which is:
      1. trivial or obvious;
      2. already in its possession other than as a result of a breach of this Clause 4 and is not subject to an obligation of confidentiality; or
      3. in the public domain other than as a result of a breach of this Clause 4.
    2. Each of the Parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 4.1 by its employees, agents and sub-contractors.
    3. Either Party may disclose any confidential information to:
      1. its auditors, Regulators (to the extent it is obliged to do so) and professional advisors;
      2. comply with any law, regulation or government request (including the rules of any applicable stock exchange and HM Revenue and Customs); and
      3. its sub-contractors and consultants; provided that the Party disclosing the confidential information under this Clause 4.3 uses its reasonable endeavours to procure that the person to whom confidential information is disclosed maintains as confidential the confidential information and does not use the same except for the purposes for which the disclosure is made.
    4. The Customer agrees and acknowledges that the Services contain confidential information of VP and the Licensors and all Intellectual Property Rights in the Services, Data Fields and Response Data are and remain the exclusive property of VP and the Licensors (as applicable).
    5. The Customer shall not:
      1. save as expressly permitted by this Agreement make copies of or adapt any of the Documentation;
      2. remove or alter any copyright, trade mark or other proprietary notice or mark comprised in the Services, Response Data or on any of the Documentation;
      3. use the Response Data to attempt or procure to reproduce the functionality provided by the Services by the writing or development of alternative software or service;
      4. provide any Response Data to any third party.
    6. The Customer shall:
      1. keep confidential the Documentation and limit access to the Documentation to those of its employees who either need access to the Documentation or who are engaged in the use of the particular Service or Response Data;
      2. reproduce on any copy (whether in machine-readable or human-readable form) of the Documentation VP's copyright and trade mark notices;
      3. notify VP immediately if the Customer becomes aware of any unauthorised use of the whole or any part of the Services, Response Data or Documentation by any third party;
      4. without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and Intellectual Property Rights of VP in the Services, Response Data and the Documentation;
      5. maintain a properly documented system of quality control to ensure the integrity of any data in the control or possession of the Customer (including Response Data) provided by VP as part of the Services; and
      6. promptly notify VP if it becomes aware of any inaccuracies derived in any Response Data.
    7. The Customer shall inform all relevant employees, agents and sub-contractors that the Services, Response Data and the Documentation constitute confidential information of VP and that all Intellectual Property Rights therein are the property of VP and its Licensors and the Customer shall take all such steps as shall be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this Clause 4.
    8. Notwithstanding anything to the contrary in this Agreement, the Customer agrees that VP may disclose to the Licensors the fact that the Customer is a licensed user of the Services and the terms of such licence, including this Agreement and the manner and extent to which the Customer may transfer or disclose Response Data to any third party.
    9. Subject to Clause 4.10, neither Party shall make, or permit any person to make, any public announcement, communication or circular (announcement) concerning this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Each Party shall, within 2 Working Days of receipt of a request for consent to make an announcement, confirm whether or not it gives its consent and the reasons (where applicable) for any refusal.
    10. Nothing in Clause 4.9 shall prevent either Party from making any announcement required by this Agreement or any law or governmental authority or Regulator (including without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction provided that the Party required to make the announcement consults with the other Party and takes into account the reasonable requests of the other Party in relation to the content of such announcement before it is made.
  5. Warranty

    1. VP warrants that:
      1. it has the right, power and authority to license the Customer to use the Services upon the terms and conditions of this Agreement; and
      2. it will provide the Service with reasonable care and skill.
    2. Each Party acknowledges and accepts that computer software including the software involved in the use of and provision of the Services is not error, fault or bug free, nor secure from persons wishing to misuse, tamper with, erase, alter or in any other way corrupt computer systems and that the data, information and records they display, retrieve, collate, transfer, calculate or disseminate may be affected by such occurrences, and, subject to Clause 3.5, neither Party shall be liable to the other nor to any other third party for any such occurrences arising in respect of or in relation to the Services.
    3. The Customer acknowledges and agrees that, in relation to the Response Data:
      1. the data forming and which is used to provide Response Data and the Services is provided to VP by third parties and VP has no influence or control over the accuracy or completeness of any Response Data and gives no warranty to that effect; and
      2. VP can accept no liability for any error or omission in any Response Data save in respect of any fraudulent misrepresentation contained therein or constituted by such Response Data and save in respect of any fraud, death or personal injury which occurs as a consequence of the negligence of VP.
    4. The Customer acknowledges and accepts that computers need routine maintenance and sometimes break down and the Services operate on an "as-is, as-available" basis. As a result VP does not guarantee to anyone that the Customer will be able to access any particular Service at any particular time and the Customer agrees that VP shall not have any liability to the Customer if any such persons are not able to access the Services for any given period of time.
    5. VP will at all times use reasonable endeavours to maintain an uninterrupted and error-free Service. VP makes no representations or warranties that use of the Services will be uninterrupted or error-free. VP cannot accept any responsibility for interruption to any Service if this is due to circumstances beyond VP’s direct control, in particular, interruption to the availability of the internet or the communications links that are needed for the operation of the Services.
    6. Subject to the foregoing, all conditions, warranties terms and undertakings, express or implied, statutory or otherwise, in respect of the Services, Response Data and Support are hereby excluded to the fullest extent permitted by law. VP does not warrant that the Services will meet the Customer’s requirements.
  6. Charges

    1. The charges for the Services are set out on the VP Website (updated from time to time) or on a VP written request for payment.
    2. The charges are exclusive of any Value Added Tax (“VAT”), for which the Customer shall be additionally liable at the applicable rate from time to time.
    3. The Customer authorises VP to take payment by the relevant due date if the auto-top up payment option has been set up. The amount of a top up or an auto-top up is deemed to be a new Credit. Payments for the respective Service will be automatically debited using the registered Direct Debit Mandate (details of which are provided in the Account Section by the Customer from time to time). Without prejudice to VP’s rights and remedies, if the Customer fails to make any payments on time, VP may:
      1. charge the Customer interest in accordance with the applicable statutory provisions; and/or
      2. suspend and/or terminate any of the Services.
    4. VP may vary the charges payable under this Agreement by giving reasonable notice to the Customer. the Customer agree that once the Customer are informed of an increase in charges and the date they will become effective (the “New Charges Date”), it will be deemed to accept such new charges if it continues to use the Service affected by the new charges after the New Charges Date.
    5. It is the Customer's responsibility to ensure that the Customer maintains an adequate Credit balance as specified by Us from time to time in your account with Us to pay for all Services the Customer wish to use. If the Customer's Credit balance is not sufficient to pay VP reserves the right to temporarily suspend the ability to perform Enquiries.
    6. Credits have an expiry date, following which any unused Credit will no longer be usable, nor will it be refunded. A Credit is valid for a maximum period of twelve months from the date of purchasing the respective Credit or (if earlier) until the Credit has been fully expended to purchase one or more Services.
    7. Each auto-top-up, or a top-up applied to an existing Credit, is deemed to be a new Credit reflecting the amount of the top-up or auto-top-up.
    8. Credit is not transferrable to third parties, nor may it be used for the benefit of third parties by the Customer.
    9. Except at VP's sole and absolute discretion, no refunds are available in respect of any Credit or other charges.
    10. The Customer agrees that to the extent applicable, the Customer shall be solely responsible for paying any and all additional bank charges including but not limited to bank processing fees, foreign exchange fees, foreign exchange fluctuations, and increases in taxes.
    11. If payment of any of VP's charges is not made on the due date, We shall be entitled, without limiting any other rights We may have, to charge the Customer interest (both before and after any judgement) on unpaid sums at the rate of 3% per annum above the Royal Bank of Scotland base rate from time to time accruing on a daily basis from the due date until full payment in cleared funds is made.
    12. Without prejudice to VP's other rights, if the Customer fail to pay any invoice, charges, fees, Fees, or dues by the due date, VP shall be entitled to:
      1. under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) to claim debt recovery costs and interest from the due date for payment accruing on a daily basis, until payment is made;
      2. not supply or suspend the supply of the Services; and/or
      3. terminate the Agreement on written notice.
  7. Term and Termination

    1. This Agreement shall commence on the Commencement Date and shall subject to Clauses 9.2 to 9.9 (inclusive) continue until terminated. For the avoidance of doubt, VP shall have the right to restrict, suspend or terminate the Customer’s use and access to the Services immediately on termination of this Agreement, howsoever determined.
    2. Either Party may terminate this Agreement by giving to the other Party 30 days written notice to terminate this Agreement.
    3. If the Customer fails to pay any Charges within 30 days of their due date for payment or if VP is otherwise entitled to terminate this Agreement in accordance with Clauses 9.4 or 9.4.3, VP shall have, without prejudice to any of its other rights and remedies, the option, at its sole discretion, by giving written notice to the Customer, to immediately:
      1. restrict or suspend the Customer's access to the Services forthwith until such Charges, together with accrued interest payable thereon, have been received in clear funds by VP; or
      2. terminate this Agreement forthwith.
    4. This Agreement may be terminated forthwith by notice in writing by either Party at any time:
      1. if the other Party commits any material breach of any term of this Agreement (including a failure to pay any charges payable under this Agreement) and (in the case of any such breach capable of remedy) fails to fully remedy the same within 30 days of receipt of a written notice to do so;
      2. if the other Party shall make a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors generally or if the other Party shall be unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrator, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other Party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other Party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction);
      3. in the circumstances set out in Clause 14.2.
    5. The Contract may be terminated forthwith by notice in writing by either Party (“Party 1”) if at any time control (as defined in sections 450 and 451 Corporation Tax Act 2010) of a Party (“Party2”) is acquired by a person or group of connected persons (as defined in that Act) not having control of Party 2 at the Commencement Date (New Controller) in any of the following circumstances:
      1. the New Controller or any person connected (as defined in section 1122 Corporation Tax Act 2010) with the New Controller is, in the opinion of Party 1, a competitor of Party 1; or
      2. the New Controller or any or any person connected (as defined in section 1122 Corporation Tax Act 2010) with the New Controller is or has been at any time engaged in any claim or proceedings against Party 1 in respect of infringement of Party 1’s Intellectual Property Rights.
    6. Party 2 shall notify Party 1 of a change of control (including the identity of the proposed New Controller), as soon as reasonably practicable, save where Party 2 is prohibited by law from doing so, including by operation of the Listing Rules (as published by the UK Listing Authority), UK Listing Authority, FCA or other authority or set of rules having binding legal effect over Party 2, provided always, in such circumstances, that Party 2 notifies Party 1 of the change of control and identity of the New Controller as soon as is reasonably practicable following any such change of control.
    7. This Agreement may be terminated by VP giving not less than 3 months' written notice to the Customer following the service upon VP of a valid formal written objection from the Customer to a notice of a proposed increase in a charge given by VP in accordance with Clause 7.5.1.
    8. This Agreement may be terminated by notice in writing by the Customer in accordance with Clause 13.5.
    9. Subject to Clause 9.10, on termination of this Agreement for any reason the licence granted pursuant to Clause 2.1.1 shall terminate and the Customer will not following termination be able to access and/or use the Services or provide any Response Data.
    10. Any termination of this Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
    11. Upon expiry, termination, or ending of this Agreement however arising, the balance of any Fees, charges or other monetary amount payable by the Customer to Us under this Agreement shall, notwithstanding anything to the contrary in this Agreement, become immediately due and payable. Upon expiry, termination, or ending of the Agreement however arising, and notwithstanding anything to the contrary in the Agreement, any Fees, charges or other monetary amount already paid by the Customer to Us shall not be refundable under any circumstances, save for instances where such termination or ending of Agreement arose as a direct result of VP’s breach and only then will VP provide a pro rata refund of the Fees paid by the Customer covering the remaining unexpired term of the Agreement.
  8. Limitation of Liability

    1. The Customer acknowledges that the Services are provided on an "as is" basis and any indemnities, warranties, terms of use (whether express or implied) are hereby excluded to the fullest extent permitted under applicable law.
    2. Subject to clause 10, VP will use reasonable use reasonable care at all times in generating, compiling, providing and publishing the Service but make no representation or warranty of any kind express or implied statutory or otherwise regarding the contents or availability of Service or that they will be timely or error-free, that defects will be corrected, or that the servers that makes the Service available are free of viruses or bugs. We accept no liability of any kind for any loss or damage from action taken or taken in reliance on material or information contained on or available through the Service.
    3. Except in respect of personal injury or death caused directly by VP's negligence, in no event will We be liable to the Customer for any damages, including any lost profits, lost savings, loss of data or any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Service, even if We have been advised of the possibility of such damages. Nothing in this Licence limits liability for fraudulent misrepresentation.
  9. Force Majeure

    1. If VP is prevented, hindered or delayed from or in performing any of its obligations by an Event of Force Majeure then:
      1. VP's obligations shall be suspended for so long as the Event of Force Majeure continues to the extent that VP is so prevented, hindered or delayed;
      2. as soon as reasonably possible after commencement of the Event of Force Majeure VP shall notify the Customer of the occurrence, when it commenced, and the effects; and
      3. VP shall use reasonable endeavours to mitigate the effects of the Event of Force Majeure upon the performance of its obligations.
    2. If an event of Force Majeure continues in relation to a material part of the Services or Support for a period of more than 3 months, either Party shall be entitled to terminate this Agreement immediately on giving written notice to the other. Neither Party shall not have any liability in respect of the termination of this Agreement as a result of an Event of Force Majeure.
  10. Compliance with Laws

    1. Each of the Parties shall, in the course of performing their obligations under this Agreement, comply with the provisions of the Bribery Act 2010.
    2. Both Parties shall at all times during the continuance of the Agreement be and remain registered with the Information Commissioner’s Office and shall comply with the provisions of the Data Protection Act 1998.
    3. Both Parties shall (and shall procure that any of its employees, servants, agents, suppliers and sub-contractors (“Staff”) shall) comply with any notification requirements under the Data Protection Legislation and both Parties will duly observe all their obligations under the Data Protection Legislation that arise in connection with this Agreement.
    4. Notwithstanding the general obligation in Clause 15.3, the Customer shall:
      1. treat all Data whose Licensor is the DVLA as Personal Data;
      2. provide VP with such information as it may reasonably require to satisfy itself that the Customer is complying with its obligations under the Data Protection Legislation;
      3. only retain Personal Data for as long as necessary for the purpose for which the Personal Data is disclosed and promptly and securely delete or destroy any Personal Data where there is no business need to retain it;
      4. implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure of Personal Data;
      5. ensure that all Staff required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this Clause 15;
      6. ensure that none of the Staff publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by VP;
      7. notify VP (within five Working Days), if it receives:
        1. a request from a Data Subject to have access to that person's Personal Data; or
        2. a complaint or request relating to VP's obligations under the Data Protection Legislation;
      8. provide VP with full co-operation and assistance in relation to any complaint or request made, including by:
        1. providing VP with full details of the complaint or request;
        2. complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with VP's reasonable instructions;
        3. providing VP with any Personal Data it holds in relation to a Data Subject (within the timescales required reasonably by VP); and
        4. providing VP with any information reasonably requested by VP for the purpose of complying with the Data Protection Legislation;
      9. not Process, disclose or transfer Personal Data outside the United Kingdom;
      10. promptly notify VP of any breach of the security measures required to be put in place pursuant this Clause 15.4;
      11. ensure it does not knowingly or negligently do or omit to do anything which places VP in breach of its obligations under the Data Protection Legislation;
      12. ensure that the Customer or any Staff do not use any Response Data provided to it under this Agreement to identify an individual or in conjunction with any other product that could in any way identify the name/address of the keeper of the vehicle; and
    5. The provisions of this Clause 15 shall apply during the continuance of the Agreement and indefinitely after its expiry or termination.
  11. No Variation

    1. No variation or amendment of this Agreement shall be binding on the Parties unless it is recorded in a written agreement, which is signed by an authorised representative of each Party.
  12. Waiver

    1. The failure to exercise or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver by either Party of; any provision of this Agreement, or, a breach or a default by the other Party shall not be considered a waiver of any succeeding breach of the same or other provisions of this Agreement.
  13. Notices

    1. Any notice, request, instruction or other document to be given under this Agreement shall be delivered by hand or sent by first class post to the address of the other Party set out in this Agreement (or such other address as may have been notified by a Party to the other Party) or by email to the relevant Party's Email Service Address and such notice or other document shall have been deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of 48 hours after posting or (if sent by email) upon receipt by the sender of the notice of a recipient delivery notice email.
  14. Assignment and Third Party Rights

    1. The Customer shall not be entitled to assign, delegate or otherwise transfer this Agreement nor any of its rights or obligations under this Agreement, sub license that right to use the Services or receive Support or hold the benefit of this Agreement in trust for any other person without the prior written consent of VP save that VP agrees that certain obligations and rights may be subcontracted to the Customer’s third party providers of IT services solely to the extent necessary for such third party providers to provide such IT services and provided always that the Customer shall ensure compliance by such persons with this Agreement and shall be liable for any breach of this Agreement by such persons.
    2. VP is not obliged under this Agreement to provide any of its products or services to any other person or party other than the Customer.
    3. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree and intend that nothing in this Agreement shall confer any rights on any third parties.
  15. Counterparts

    1. This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but in that case shall not be effective until each Party has executed at least one counterpart.
    2. Each counterpart shall constitute the original of this Agreement, but all the counterparts shall together constitute one and the same instrument.
  16. Entire Agreement

    This Agreement and the documents referred to in this Agreement constitute the entire agreement and understanding between the Parties on the subject matter of this Agreement and shall supersede all prior written or verbal agreements and understandings between the Parties. the Customer acknowledges that in entering into this Agreement it has not relied on any warranty, representation, undertaking or agreement other than those contained or referred to in this Agreement. the Customer waives any right or remedy it may have to claim damages or rescission for any misrepresentation in respect of any representation not contained in this Agreement or for breach of any warranty not contained in this Agreement and acknowledges that its only remedies against VP are for breach of contract, provided always that nothing in this Clause 22 shall exclude or limit the liability of VP to the Customer in respect of any fraudulent misrepresentation or warranty fraudulently given and upon which the Customer can prove it has placed reliance.

  17. Severance

    If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or enforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

  18. Jurisdiction

    1. This Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Scottish Law.
    2. The Parties hereby agree to submit to the exclusive jurisdiction of the Scottish Courts.