1. Definitions and interpretation

1.1 In this Agreement, unless the context otherwise requires, the following words shall have the following meanings:

• "Agreement" means this agreement (including any schedule or annexure to it).
• "Applicable Laws" means all applicable laws, statutes and regulations from time to time in force.
• "Business Day" means a day other than a Saturday, a Sunday, a public or bank holiday in England.
• "Charges" means the sums payable for Credits to use the Services.
• "Client Materials" means all documents, information, items and materials in any form inputted or uploaded by the Client to the Platform in connection with the Services.
• "Commencement Date" means the date the Client accepts these terms and registers an account on the Platform.
• "Credits" means the prepaid virtual tokens purchased by the Client to perform searches on the Platform.
• "Platform" means the online self-service portal provided by the Supplier for accessing ParentCheck.

Standard definitions for Confidential Information, Data, Data Protection Laws, Deliverables, DP Regulator, Intellectual Property Rights, Services, and Term remain as standard legal interpretations.

2. Commencement and Duration

2.1 This Agreement shall commence on the Commencement Date and shall continue indefinitely while the Client maintains an active account on the Platform, unless terminated earlier in accordance with this Agreement.

3. Supplier's Responsibilities

3.1 The Supplier shall use reasonable endeavours to provide the Services, maintain the Platform, and deliver the Deliverables to the Client in accordance with this Agreement in all material respects.

4. Client's Responsibilities

4.1 The Client shall:

• (a) securely manage their account credentials and restrict Platform access to authorized personnel only;
• (b) provide and input accurate and complete Client Materials into the Platform;
• (c) obtain and maintain all necessary licences and consents and comply with all Applicable Laws as required to enable the Supplier to process the Client Materials;
• (d) treat all Data and Deliverables as Confidential Information; and
• (e) only use the Deliverables for the limited purpose set out in the Schedule.

5. Charges and Payment

5.1 The Services operate on a prepaid self-service basis. In consideration of the provision of the Services, the Client shall purchase Credits via the Platform.

5.2 Each search performed on the Platform will automatically deduct the specified number of Credits from the Client's account balance.

5.3 The Supplier will not perform any Services or return any Deliverables if the Client's account has an insufficient Credit balance.

5.4 All purchases of Credits are final, non-refundable, and payable at the time of purchase via the payment methods provided on the Platform.

8. Limitation of Liability

8.1 Nothing in this Agreement limits any liability which cannot legally be limited (e.g., death or personal injury caused by negligence, fraud).

8.2 Neither party shall be liable for indirect loss, loss of profits, sales, goodwill, or data corruption.

8.3 The Supplier's total liability in any contract year shall not exceed 100% of the Charges paid by the Client for Credits in the 12 months preceding the claim.

8.4 The Client acknowledges and agrees that the Supplier collects Data from selected public records and other sources. Due to the nature of public record information, the public records and commercially available data sources used in association with the provision of the Services may contain errors and be inaccurate from time to time. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. The Supplier does not take any steps to verify the accuracy or completeness of Data it uses in association with the provision of the Services or the Deliverables and the Supplier does not make any warranty or representation that Data or the Deliverables are accurate or up to date.

8.5 The Data and Deliverables are provided "as is". The Client acknowledges that Data and Deliverables supplied by the Supplier are not intended to be used as the sole basis for any decision significantly affecting a Data Subject and that the Client is solely responsible for any decisions or actions it takes as part of its business as a result of receiving the benefit of the Services.

9. Confidentiality

9.1 Each party shall keep the other's Confidential Information secure and not disclose it to third parties except as permitted by this Agreement or required by law.

10. Termination

10.1 Either party may terminate this Agreement immediately by written notice if the other commits a material breach (and fails to remedy it within 20 Business Days) or becomes insolvent.

10.2 The Client may terminate this Agreement at any time by closing their account on the Platform.

10.3 Upon termination for any reason:

• (a) any unused Credits remaining on the Client's account shall expire and are non-refundable;
• (b) access to the Platform and Deliverables will be revoked; and
• (c) clauses intended to survive termination (including liability and confidentiality) shall remain in effect.

11. Force majeure

11.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12. Notices

12.1 Any notices shall be in writing. The Supplier may serve notice via the email address registered to the Client's account or via a prominent notification on the Platform. The Client may serve notice to the Supplier's registered email or office address.

13. General

13.1 This Agreement constitutes the entire agreement between the parties.

13.2 By using the Platform, the Client's authorized representative confirms they have the authority to bind the Client to these terms.

13.3 This Agreement shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.