Network Data Ltd. Online Mortgage Sourcing System Agreement - ETISA0908
Between:
Network Data Ltd (The Provider)
You (The Client)
Introduction
eLink Technologies develops bespoke web sites and its MortgageLinked Online Mortgage Sourcing System and Calculators. This Agreement defines the provision of Network Data Ltd. mortgage data and the complete current mortgageLinked suite available on the date of purchase. The contract is with Network Data Ltd for accounts purposes.
Terms
1. DELIVERY AND USE
1.1. Mortgage Sourcing and System Tools (The System) will be delivered upon payment of the connection fee and the provision of a valid signed direct debit mandate.
1.2. The Provider reserves the right to disconnect The System from The Client's website at any time without notice.
1.3. Products and Support acquired by The Client under these terms are solely for client's own use and may not be resold or sub-licensed.
2. PAYMENT
2.1. The Client agrees to pay a connection and set up fee and the monthly subscription amount as defined in Schedule A for provision of the service defined in this Agreement.
2.2. Monthly subscription is payable on the 15th of the month by direct debit mandate.
2.3 Unauthorised cancellation of a direct debit mandate will incur a £50 administration.
2.4. A minimum term of this agreement is 12 months from when The Provider activates the system
2.5. Payment by The Client is required from when the date the system has been activated by The Provider.
2.6 Any outstanding amounts for monthly subscription of Administration not collectable by Direct Debit from The Client by The Provider may be retained from any amounts owed to The Client by The Provider.
2.7. If The Client fails to meet payment obligations one month’s notice will be given of intention to disconnect.
2.8. Payment obligations persist for the duration of these terms following any disconnection due to non-payment
3. CANCELLATION
3.1. The System may be cancelled in accordance with minimum periods specified in Schedule A of this agreement.
3.3. A cancellation number must be received and retained by The Client as evidence of cancellation.
3.4. Amounts owing for monthly fees or Administration costs are collected by Direct Debit during the cancellation notice period.
3.5. Following cancellation any overpayments by The Client will be returned by The Provider.
4. INDEMNITY
4.1 Each party shall indemnify the other party fully and effectively against all claims, demands, losses, liabilities, costs, charges, damages or expenses which the other party may incur arising out of or in connection with any breach of this Agreement or any negligent act, omission or default of any individual, engaged by either party in connection with the performance of this Agreement or the carrying out of its obligations hereunder, as the case may be.
4.2. The Client agrees that The Provider may withhold any sums due to The Provider hereunder or in connection with this Agreement against any sums that The Client is liable to pay under this indemnity.
5. WARRANTY
5.1. The Provider provides warranty services or support only for claims resulting from errors or faults found on web pages or data it has provided.
5.2. The Provider warranty terms are exclusive. No other warranty, written or oral, is expressed or implied by eLink Technologies Ltd.
5.3. To the extent allowed by local law The Provider disclaims all implied warranties or conditions including any implied warranties of merchantability and fitness for a particular purpose, title and non-infringement.
6. LIABILITY
6.1. The Client must maintain throughout the Agreement, the necessary authority from both the Financial Services Authority and the Office of Fair Trading.
6.2. Except for claims by a party for infringement of their intellectual property rights against the other party, in no event will either party be liable for any incidental, indirect, special, or consequential costs or damages including, without limitation, downtime costs; lost business, revenues, or profits; failure to realise expected savings; loss or unavailability of or damage to data; or software restoration.
6.3. To the extent allowed by local law, these limitations will apply regardless of the basis of liability, including negligence, misrepresentation, breach of any kind, or any other claims in contract, tort or otherwise.
7. FORCE MAJEURE
7.1. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control; however, this provision will not apply to The Client's payment obligations.
7.2. The party affected by Force Majeure shall immediately notify the other party of the nature and extent of the Force Majeure.
7.3. If the Force Majeure in question prevails for a continuous period in excess of 1 month the party whose performance is not affected by the event shall be entitled to terminate this Agreement forthwith by giving notice in writing to that effect to the other party.
8. DISPUTES
8.1 The parties will attempt in good faith and in confidence to negotiate a settlement to any claim or dispute between them arising out of or in connection with this Agreement. If the matter is not resolved by negotiation within 60 days of the dispute arising, the parties will refer the dispute to mediation in accordance with the procedures of the Centre for Dispute Resolution ("CEDR"). If the parties fail to agree terms of settlement within 60 days of the initiation of the mediation the dispute shall then be referred to litigation. The initiation of the procedure is defined as the request to CEDR by one or both parties for mediation.
8.2 Both parties reserve all their respective rights in the event that no agreed resolution shall be reached in the mediation and neither party shall be deemed to be precluded from taking such interim formal steps as may be considered necessary to protect such party's position while the mediation or other procedure is pending or continuing.
9. INSOLVENCY
9.1. If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.
10. SURVIVAL
10.1. Survival. Any provisions in these terms which by their nature extend beyond the termination or expiration of any sale or license of products or support will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.
10.2. All notices that are required under these terms will be in writing and will be considered effective upon receipt.
10.3 These terms represent the entire agreement between The Provider and The Client.
10.4. Neither party's failure to exercise or delay in exercising any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights.
10.5. This agreement is subject to the laws of England.
Schedule A – Rates
Note: 6 hits or page impressions is on average approximately equivalent to 1 unique visitor based on the six months use by all users of our system from July to December 2007. Clients must change bands for three consecutive months before rates change and will always be informed in advance.
mortgageLinked Lite
Band
Max Hits per month
Std Connection Cost
Monthly Rate
Minimum Period
Notice Period
Band A
2500
£175*
£60*
12 months
30 days
Band B
2501 - 10,000
£120*
Above 10000
Not Available
PAYU
2500
£225*
£75*
1 month
30 days
PAYU
Above 2500
Not available
Upgrade Fee to Pro = £100* Upgrade Fee to Plus = £250*
mortgageLinked Pro
Band
Max Hits per month
Std Connection Cost
Monthly Rate
Minimum Period
Notice Period
Band A
to 2500
£250*
£80*
12 months
30 days
Band B
2,501 - 10,000
£160*
Band C
10,001 - 20,000
£300*
Band D
20,001 - 100,000
£500*
Above 100,000
Not Available
Upgrade Fee to Plus = £250*
mortgageLinked Plus
Band
Max Hits per month
Std Connection Cost
Monthly Rate
Minimum Period
Notice Period
All bands
Year 1 unlimited (new users only)
£350*
£160*
12 months
30 days
Year 2
Band A
to 10,000
£160*
Band B
10,001 - 20,000
£360*
Band C
20,001 -100,000
£600*
Band D
100,001 - 250,000
£900*
Band E
Above 250,000
Special rates
*All costs exclude VAT. Discount rates may be specified. See above table for further details.