Part 1 TrueQuote Ltd Terms & Conditions

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY TRUEQUOTE LTD ("TRUEQUOTE," "WE," "US," "OUR"). BY VISITING THE WEBSITE OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SUCH SUPPLEMENTAL TERMS NOTIFIED TO YOU FROM TIME TO TIME THAT APPLY TO SPECIFIC SERVICES SELECTED BY YOU (TOGETHER THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS.

IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES.

USE OF TRUEQUOTE'S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

1. CONTRACTING PARTY

Effective April 3rd, 2017, TrueQuote Ltd, and its successors and assigns, is the sole contracting party liable for any obligations to you under this Agreement.

By visiting the Website, using the Services, and/or making payments for the use of the Website and/or the Services, you agree that the only party liable to you under this Agreement is TrueQuote Ltd, its successors and assigns.

2. DESCRIPTION OF THE SERVICES

The services provided by TrueQuote Ltd consist of an online account which provides set up of products and services and a customer relationship management tool which allow online customer quotations for heating installations from TrueQuote’s software embedded into customers own website and include other services and tools offered by TrueQuote from time to time which you have selected and which are subject to supplemental terms (together the "Services","TrueQuote Web").

The Services enable you as a customer to do the following with respect to your end user customers ("End User Customers"): browse your End User Customer contacts in a database, view the social profiles of and contact your End User Customers, and track your relationships with such End User Customers, including the characteristics and activities of visitors to your website.

Other services and tools made available by TrueQuote have the properties and capabilities set out in the associated supplemental terms.

3. ACCESS TO THE SERVICES

The Services, together with the TrueQuote website and domain name and any other linked pages, features, content, or application services offered from time to time by TrueQuote (collectively, the "Website"), are owned and operated by TrueQuote.

Subject to the terms and conditions of this Agreement, TrueQuote hereby grants you a non-exclusive license, with no right to sublicense, this non-exclusive license allows you to copy and install certain TrueQuote code on a website you own, control or operate for the sole purpose of using the Services in connection with such websites.

TrueQuote may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or TrueQuote Content (as defined below).

TrueQuote may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

TrueQuote reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

You represent and warrant to TrueQuote that: (i) you are of legal age to form a binding contract; (ii) all registration information you submit is accurate and truthful; (iii) you will maintain the accuracy of such information and (iv) you have and will maintain a Gas Safe registration and will notify TrueQuote immediately should this registration cease for any reason so that access to the Services can be suspended or revoked. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services.

This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

4. TRUEQUOTE CONTENT

The Website, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the "TrueQuote Content,") may be protected by copyright.

You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any TrueQuote Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any TrueQuote Content or other proprietary rights not owned by you (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.

5. YOUR CONTENT

In the course of using the Services, you may provide information which may be used by TrueQuote in connection with the Services.

You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to TrueQuote or in connection with the Services (collectively, "Your Content"), TrueQuote hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of your content (including all related intellectual property rights) in connection with TrueQuote’s provision of the Services.

For clarity, the foregoing license grant to TrueQuote does not affect your ownership of or right to grant additional licenses to the material in Your Content.

You also acknowledge and agree that TrueQuote may use Your Content internally for improving the Services, and on an anonymized and aggregate basis for the purposes of marketing and improving the Services.

However, TrueQuote will only share your personally identifiable information in accordance with TrueQuotes’s privacy policy in effect from time to time and located at Privacy Policy and TrueQuote will never contact your end user customers directly except as expressly authorized by you in connection with TrueQuotes’s provision of the Services.

6. YOUR WARRANTY

If you provide any personally identifiable information, including personally identifiable information relating to your end user customers, to TrueQuote, you represent and warrant that (i) you will comply with all applicable laws relating to the collection, use and disclosure of personally identifiable information, (ii) you have posted a privacy policy on each website on which you use the Services, which clearly and conspicuously states that (a) you use third party service providers to provide certain services to you in connection with such website, and (b) you may disclose personally identifiable information to such third party service providers for the sole purpose of the provision of services to you, and (iii) you have made all required notifications and obtained all required consents and authorizations from your website visitors and end user customers relating to the disclosure of personally identifiable information to a third party service provider like TrueQuote.

You also warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of TrueQuote, or (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program.

TrueQuote reserves the right to remove any content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if TrueQuote is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

7. RESTRICTIONS

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services.

You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services.

Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited.

You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure.

You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

You acknowledge that all TrueQuote Content and Your Content (together, "Content") accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Under no circumstances will TrueQuote be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Services, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

You, not TrueQuote, remain solely responsible for all Content, including messages and any quotation, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services.

You acknowledge and agree that your indemnity obligation in Section 12 also applies to any third party claims relating to your disclosure of any third party personally identifiable information or the tracking of visitors (including without limitation your end user customers) on your website.

8. WARRANTY DISCLAIMER

You acknowledge that TrueQuote has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

You release TrueQuote from all liability for you having acquired or not acquired Content through the Services. TrueQuote makes no representations concerning any content contained in or accessed through the Services, and TrueQuote will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

TrueQuote makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services.

THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TRUEQUOTE OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

9. PRIVACY POLICY

For information regarding TrueQuote’s treatment of personally identifiable information, please review TrueQuote’s current Privacy Policy, which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by TrueQuote’s Privacy Policy.

10. REGISTRATION AND SECURITY

As a condition to using the Services, you will be required to register with TrueQuote and set a password. You shall provide TrueQuote with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You shall be responsible for maintaining the confidentiality of your password.

11. INDEMNITY

You will indemnify and hold TrueQuote, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL TRUEQUOTE OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF £49 OR THE FEES PAID BY YOU FOR THE SERVICES DURING THE 6-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND TRUEQUOTE'S REASONABLE CONTROL.

13. FEES AND PAYMENT

TrueQuote reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you.

TrueQuote reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website.

Your use of the Services following such notification constitutes your acceptance of any new or increased charges.

Any fees paid hereunder are non-refundable.

14. THIRD PARTY WEBSITES

The Services may contain links to third party websites or services ("Third Party Websites") that are not owned or controlled by TrueQuote. When you access Third Party Websites, you do so at your own risk.

15. TERMINATION

This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time, however any fee’s paid for the Services will not be refunded.

TrueQuote may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership, TrueQuote will refund any portion of fee’s already paid for the future Services not provided.

TrueQuote may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement, a refund of any portion of fee’s for future Services will not be made if Services are terminated for this reason.

Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease.

All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

16. MISCELLANEOUS

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable or sublicensable by you except with TrueQuote’s prior written consent.

TrueQuote may transfer, assign or delegate this Agreement and its rights and obligations without consent. No agency, partnership, joint venture, or employment is

created as a result of this Agreement and you do not have any authority of any kind to bind TrueQuote in any respect whatsoever.

Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with English law without regard to the conflict of laws provisions thereof.

18. CONTACT

If you have any questions, complaints, or claims with respect to the Services, you may contact us.

Effective Date: 3rd April, 2017

Part 2: Data Protection – Data Processing Addendum

The Part 2 of the Terms of Service shall come into effect on May 24th 2018. If there are any conflicts between “Part 1 TrueQuote Ltd Terms and Conditions” and this “Part 2 : Data Protection – Data Processing Addendum” then the provisions of this “Part 2 : Data Protection – Data Processing Addendum” shall prevail.

DATA PROTECTION DEFINITIONS

These definitions apply to this “Part 2 : Data Protection – Data Processing Addendum” in addition to definitions in “Part 1 TrueQuote Ltd Terms and Conditions”

Applicable Laws means (a) European Union or Member State laws with respect to any Personal Information is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Personal Information in respect of which the Client is subject to any other Data Protection Laws

Client means You, in your capacity as the Data Exporter

Client Group means the Client (You) and any Company Affiliates established and/or doing business in the EEA, or United Kingdom

Company Affiliate means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Company, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise

Data Controller means the person, public authority or any other body which alone or jointly with others determines the purposes and means of the processing of Personal Information; where the purposes and means of processing are determined by EU or Member State laws, the Data Controller (or the criteria for nominating the controller) may be designated by those laws

Data Exporter means the Data Controller or Data Subprocessor who transfers the Personal Information

Data Importer means the Data Processor who agrees to receive from the Data Exporter

Personal Information intended for processing on the Data Exporter's behalf after the transfer in accordance with the Data Exporter's instructions

Data Protection Laws means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other jurisdiction

Data Subject means an identifiable natural person about whom a Data Controller holds Personal Information

DPA means Data Processing Addendum (this document)

EEA means the European Economic Area

EU Data Protection Laws means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR

GDPR means EU General Data Protection Regulation 2016/679 TrueQuote means TrueQuote Ltd

Personal Information means all data which is defined as ‘Personal Data’ under EU Data

Protection Laws and to which EU Data Protection Laws apply

Personal Data means all data which is defined as ‘Personal Data’ under EU Data Protection Laws and to which EU Data Protection Laws apply

Data Processor means a person, public authority, agency or any other body which processes Personal Information on behalf of the Data Controller

Data Subprocessor means a person, public authority, agency or any other body appointed by or on behalf of a Data Processor to process Personal Information on behalf of a Data Controller.

1. GENERAL

In respect of the parties' rights and obligations under this Terms of Service regarding the Personal Information, the parties hereby acknowledge and agree that the Client is the Data Controller or Data Processor, and TrueQuote is the Data Processor or Data Subprocessor, as applicable.

TrueQuote agrees that it shall process all Personal Information in accordance with its obligations pursuant to the Terms and Conditions.

If Client is a Data Processor, the Client warrants to TrueQuote that Client Group’s instructions and actions with respect to the Personal Information, including its appointment of TrueQuote as another Data Processor have been authorised by the relevant Data Controller.

2. OBLIGATIONS OF TRUEQUOTE

TrueQuote, in its role as Data Importer, will comply with all applicable Data Protection Laws in the processing of Personal Information.

The Data Importer will process Personal Information only insofar as is reasonable to provide the Services, and will act in accordance with: (i) the Terms of Service, (ii) the Data Exporter's written instructions, (iii) any Applicable Laws The Data Importer will notify the Data Exporter without undue delay of any requests from a Data Subject exercising their rights under Privacy and Data Protection Regulations.

The Data Importer will notify the Data Exporter in regards to any legally binding request for disclosure of the Personal Information by a law enforcement authority.

The Data Importer will inform the Data Exporter if any instructions provided by the Data Exporter infringe GDPR.

The Data Importer will comply with requests to amend, transfer or delete Personal Information on behalf of the Client's Data Subjects.

Other than to the extent required to comply with the Applicable Laws, following termination or completion of the Service, TrueQuote will, upon request, delete or return all Personal Information processed pursuant to the Terms of Service and the Applicable Laws.

3. OBLIGATIONS OF THE CLIENT

With respect to all Personal Information, as the Data Exporter, the Client Group warrants that it shall process and transfer Personal Information in accordance with the relevant provisions of the Applicable Laws.

The Client accepts that, where it is the Data Controller, the Client is solely responsible for determining the lawful processing condition upon which it shall rely in providing instructions to process Personal Information.

The Client accepts that, where it is the Data Processor, the Client Group has been provided authorisation by the Data Controller to process Personal Information.

Where the Client Group consumes third party data as part of the Ideal Postcodes Service the Client Group acknowledges that third party data may be subject to additional terms to which the Client Group shall comply.

4. SUBPROCESSING

Each Company Group member authorises TrueQuote to appoint Data Subprocessors.

TrueQuote will maintain a list of Data Subprocessors in the privacy policy and will add the names of new and replacement Data Subprocessors to the list prior to them commencing any subprocessing of Personal Information.

TrueQuote shall give the Client Group prior written notice of the appointment of any new Data Subprocessor, including full details of the Processing to be undertaken by the Data Subprocessor.

If, within 10 days of receipt of that notice, the Client notifies TrueQuote in writing of any objections (on reasonable grounds) to the proposed appointment, TrueQuote shall not appoint that proposed Data Subprocessor until reasonable steps have been taken to address the objections raised by the Client Group has been provided with a reasonable written explanation of the steps taken.

With respect to each Data Subprocessor, TrueQuote shall:

  • Carry out reasonable due diligence to ensure that the Data Subprocessor is capable of providing sufficient protection for Personal Information.
  • Ensure that the arrangement between TrueQuote and the Data Subprocessor, is governed by a written contract including terms which offer at least the same level of protection for Personal Information as those set out in this Data Processing Addendum and meet the requirements of the GDPR.
  • Provide to the Client for review such copies of the Contracted Data Processors' agreements with Data Subprocessors (which may be redacted to remove confidential commercial information not relevant to the Applicable Laws) as the Client may request from time to time.

5. TRANSFERS OUTSIDE OF EEA

TrueQuote shall not cause or permit any Personal Information belonging to an EEA resident to be transferred outside of the EEA unless such transfer is necessary for the purposes of TrueQuote carrying out its obligations.

If an EEA resident’s Personal Information is to be processed outside of the EEA, TrueQuote agrees to provide and maintain reasonable safeguards as set out in GDPR to lawfully transfer the Personal Information to a third country. These safeguards may include:

  • The requirement for TrueQuote to execute or procure that the Data Subprocessor execute to the benefit of the Client Group standard contractual clauses approved by the EU authorities under EU Data Protection Laws.
  • The requirement for the Data Subprocessor to be certified under the EU-U.S. Privacy Shield Framework.

6. SECURITY AND PERSONAL DATA BREACH

TrueQuote will take all security measures required in accordance with Privacy and Data Protection Requirements, and at the request of the Client Group provide a written description of, and rationale for, the technical and organisational measures implemented, or to be implemented, to protect the Personal Information.

TrueQuote shall ensure that TrueQuote staff processing Personal Information are subject to a duty of confidence.

In the event of accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Information processed by TrueQuote or its Data Subprocessors, TrueQuote Shall:

  • Notify the Client of the breach
  • Co-operate with the Client Group and take such reasonable commercial steps as are directed by the Client to assist in the investigation, mitigation and remediation of each such Personal Information Breach.

TrueQuote shall provide reasonable assistance to the Client with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, in each case solely in relation to Processing of Personal Information by, and taking into account the nature of the Processing and information available to, the Contracted Data Processors.

7. AUDIT

The Client Group may exercise its right of audit under EU Data Protection Laws in relation to Personal Information.

TrueQuote shall make available to the Client Group such information (which may be redacted to remove confidential information not relevant to the requirements of the Applicable Law) as the Client Group may reasonably request to demonstrate TrueQuote's compliance with the obligations of Data Processors under EU Data Protection Laws.

TrueQuote shall promptly send a copy of any Data Subprocessor agreement it concludes to the Data Exporter upon request.

Any audit carried out by the Client will be conducted in a manner that does not disrupt, delay or interfere with TrueQuote's performance of its business.

8. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (INCLUDING THIS DPA)

Client acknowledges that TrueQuote shall have a right to use and disclose data relating to the operation, support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development and sales and marketing.

To the extent any such data is considered Personal Data under Data Protection Laws, TrueQuote is the Data Controller of such data and accordingly shall process such data in accordance with the Privacy Policy and Data Protection Laws.

Client is responsible for reviewing the information made available by TrueQuote relating to data security and making an independent determination as to whether the Services meet the Client’s requirements and legal obligations under Data Protection Laws.

Client acknowledges that the Security Measures are subject to technical progress and development and that TrueQuote may update or modify its security measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Client.

Notwithstanding the above, Client agrees that except as provided by this DPA, Client is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Personal Information when in transit to and from the Services.

Effective Date: 20th May, 2018