Terms And Conditions
1.0 Definitions
“Action” - Each of the following are Actions: Click-through to Supplier’s website; Quotation Request sent to Supplier; Email to Supplier from a Proposer;
“Action Costs” - The cost of each individual Action, which varies depending upon which insurance Category the Action relates to as set out on the Web Site, in your on-line account or in your Order Form as varied from time to time;
“Agreement” - The legally binding agreement between QuoteRack and the Supplier on these terms and conditions;
“Category” - A type of insurance cover that is offered by a Supplier to a Proposer. For example, Suppliers who offer car insurance Categories will have Quotation Requests relevant to this Category sent to them;
“Confidential Information” - Means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by one party to the other party whether before or after the date of this Agreement including, without limitation, information relating to the disclosing party’s business, plans or intentions, service information, know-how, trade secrets, market opportunities and affairs;
“Copy” - The style, content and form in which the Supplier’s information will appear on the Web Site, as provided by the Supplier, in accordance with this Agreement and any special conditions and as agreed from time to time between QuoteRack and the Supplier;
“Intellectual Property Rights” - All intellectual property rights of any nature whatsoever, whether registered or unregistered including, without limitation, patents, copyrights, performer’s rights, recording rights, moral rights, trademarks, designs, know-how, database or rights in Confidential Information;
“Law” - Any law, statute, regulation, instruction, guideline or code of conduct having force of law of any governmental or other regulatory authority of competent jurisdiction (including but not limited to any term in any licences issued by any such authority and any data protection requirements) in all cases as amended, replaced and supplemented from time to time;
“Quotation Request” - A Quotation Request is created for a Supplier when a Proposer completes the form that appears for each Category and sends the form to the Supplier;
“No Obligation Trial” - An agreed period during which time a Supplier can try Service with no obligation to pay for that period of service except if the Supplier continues to use QuoteRack’s service as set out in clause 5 below;
“Order Form” - The Order Form to be filled in for postal and fax applications by and signed by Suppliers;
“Price” - The total of all Action Costs multiplied by the number of Actions for each Category the Supplier is listed in during a calendar month;
“Proposer” - A visitor to the Web Site who is typically interested in purchasing Categories or services from a Supplier;
“Quotation Request” - website-sourced insurance risk information provided by a Proposer that is sent to a Supplier;
“Service” - The service provided by QuoteRack under this Agreement;
“Supplier” - The natural or legal entity which wishes its details to appear on the Web Site;
“Supplier Branding” - The only branding of the Supplier which may appear on the website including without limitation IPR owned or licensed by Supplier;
“Unacceptable Copy” - Copy that is inaccurate, contravenes any Law, infringes the IPR of any third party, or is abusive, immoral or otherwise likely to offend users of the Web Site or the Internet in general;
“Web Site” - The presence of QuoteRack or its parent or subsidiary companies currently at www.QuoteRack.com and www.QuoteRack.co.uk as amended from time to time and identified on the www.QuoteRack.co.uk homepage.
2.0 Obligations of the supplier
2.1 To pay the Price plus VAT at the prevailing rate by direct debit or credit/debit card (including Delta, Electron, Mastercard, Solo, Switch / UK Maestro, VISA) monthly in arrears to QuoteRack. QuoteRack will send a monthly invoice in arrears via email on or around the 1st of each month. This invoice will vary from month to month based on the volume of Actions and the number of Categories the Supplier is providing. The amount due will be taken from the Supplier’s account 3 days after the invoice is sent out (except in the case of direct debit, where the first payment will be taken from your account 10 days after the invoice is sent out). If the Supplier does not pay the Price within 10 days of receipt of invoice (the “Due Date”) QuoteRack , may (at its sole discretion) do any or all of the following: charge interest at the rate of 3% above the base rate of National Westminster Bank Plc from the Due Date until the date of actual payment, terminate this Agreement immediately on written notice to the Supplier’s given email or postal address or remove the Supplier from the Web Site without liability to Supplier.
2.2 To acknowledge that QuoteRack retains full editorial control over all website Entries and that QuoteRack will own all IPR in without limitation within the website, save that QuoteRack shall not own any Supplier Branding.
2.3 Subject to the clause 2.2 above, to provide the Copy for each Category (including, without limitation, GIF logo files, company name, contact details) in accordance with the procedures required by QuoteRack from time to time.
3.0 Obligations of QuoteRack
3.1 Subject to reasonably unavoidable downtime of the Web Site, to ensure that each Category requested by the Supplier features on the Web Site.
4.0 Rights of QuoteRack
4.1 The Supplier grants QuoteRack an irrevocable non-exclusive licence throughout the world in perpetuity to publish Supplier’s details and Copy on the Web Site.
5.0 No obligation trial and cancellation
5.1 At QuoteRack’s sole discretion, Suppliers may be entitled to a No Obligation Trial. If a Supplier ceases to use the Service at the end of this period, it shall not be liable to pay the Price that would otherwise have fallen due during the No Obligation Trial. Only those new Suppliers which agree to continue using the Service before the end of the No Obligation Trial shall be obliged to pay for the Service. If a new Supplier wishes to cease using the Service immediately after the No Obligation Trial, no notice of this is required to be given.
5.2 However, should a Supplier wish to continue to use the Service following its No Obligation Trial, the Supplier must pay for Actions which occurred during the No Obligation Trial.
5.3 In the event that a Supplier wishes to terminate this Agreement, they shall provide QuoteRack with 60 days’ written notice of cancellation, such notice to take effect 60 days after receipt of such notice by QuoteRack . The Supplier shall continue to pay for Actions which take place within the 60 days notice period.
5.4 Cancellations may only be communicated by email to cancellations@quoterack.co.uk or first class postal letter.
5.5 Subject to clause 4 above, QuoteRack may at its sole discretion remove each of the Supplier’s Category Entries in the event that Supplier terminates this Agreement.
5.6 No refunds or credit will be given for any cancellations since payment for Actions is made in arrears.
6.0 Warranties
6.1 Supplier warrants that:
6.1.1 The Copy shall not infringe any Law or IPR at any time;
6.1.2 The Copy is true, accurate and not misleading at any time;
6.1.3 It has all necessary consents, approvals and releases to authorise QuoteRack to publish the Copy on the Web Site worldwide in perpetuity;
6.1.4 It shall only use the Supplier’s Branding on the Web Site; and
6.1.5 It shall provide QuoteRack with all assistance QuoteRack may require from time to time in connection with the provision of the Service to Supplier.
7.0 Indemnity
Supplier shall indemnify and hold QuoteRack harmless against each loss, liability and cost which QuoteRack may incur as a result of any third party claim arising out of or in relation to any breach by Supplier of any representation, warranty, undertaking or obligation contained in this Agreement (including, without limitation, each loss, liability and cost reasonably incurred as a result of defending or settling a claim alleging such a liability).
8.0 Termination
8.1 QuoteRack may terminate this Agreement with immediate effect by written notice to the Supplier at any time after the occurrence of any of the following events in relation to the Supplier:
8.1.1 The Supplier’s Copy is Unacceptable;
8.1.2 The Supplier being in breach of a material obligation under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within 14 days of being required in writing to do so;
8.1.3 The Supplier passing a resolution for its winding up or a court of competent jurisdiction making an order for the Supplier’s winding up or dissolution;
8.1.4 The making of an administration order in relation to the Supplier or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the Supplier; or
8.1.5 The Supplier making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.
Termination of this Agreement shall not affect either party’s accrued rights or obligations or any duties of confidentiality.
9.0 Liability
9.1 QuoteRack does not guarantee that any Actions shall occur in connection with any Category.
9.2 Subject to section 9.3 below, neither party accepts any liability under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any of the following:
(i) Loss of profit or sales;
(ii) Loss of opportunity;
(iii) Loss of turnover;
(iv) Loss of use of any hardware, software or data;
(v) Loss of or damage to business;
(vi) Indirect, special or consequential loss or damage;
And for the purposes of this clause the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.
Subject to clause 9.3 below, QuoteRack’s liability under this Agreement to Supplier shall be restricted to the total amount (less VAT) paid by Supplier to QuoteRack in the twelve month period preceding the event which gave rise to the claim.
9.3 Neither party's liability:
(i) For death or personal injury caused by that party's negligence or the negligence of that party's employees or agents;
(ii) For breach of any condition as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
(iii) For fraudulent misrepresentation;
(iv) For misuse of Confidential Information; or
(v) For any liability which cannot be excluded or limited by applicable law, is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.
9.4 QuoteRack shall not be liable for any losses, damage or expenses (including, without limitation, any costs of finding replacement advertising space) suffered or incurred by the Supplier as a result of the Web Site not being accessible to users of the world wide web for any period of time.
9.5 QuoteRack shall not be liable for any delay in or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control including but not limited to the acts, defaults or omissions of suppliers or sub-contractors, failure of any telecommunications or power network, war, undeclared hostilities, terrorism, industrial action and acts of God.
10.0 Other conditions
10.1 Advertising agencies or other representative agencies shall enter into this Agreement in their own right as principal and not as an agent.
10.2 The positioning of the Category(ies) on the Web Site is to be determined by QuoteRack at its sole discretion.
10.3 QuoteRack reserves the right to change the price of Action Costs by giving not less than 60 days’ notice to the Supplier. In the event that year-on-year such price increases are greater than the UK’s RPI increase for the same period, Supplier shall have the right to terminate this Agreement upon 60 days’ written notice.
11.0 Confidentiality
11.1 Each party undertakes to the other: (i) to keep confidential all Confidential Information regarding the other and not to disclose the same in whole or in part to any person (other than any employee, agent, professional advisor or subcontractor having a need to know) without the other’s written consent; and (ii) to use Confidential Information belonging to the other party solely in connection with the performance of their respective obligations under this Agreement.
The provisions of this section shall not apply to any Confidential Information which is already in the public domain, lawfully obtained from a third party free from any duty of confidentiality or which was already in the possession of the receiving party at the time of entering into this Agreement.
12.0 General
12.1 The terms and conditions of this Agreement represent the entire agreement between the parties in relation to the subject matter of this Agreement.
12.2 A delay by either party in exercising any of its rights and remedies shall not constitute a waiver of those rights and remedies unless expressly agreed in writing.
12.3 The invalidity of any term or condition of this Agreement shall not affect the validity of the remainder of this Agreement.
12.4 Nothing in this Agreement shall create a partnership or joint venture between the parties.
12.5 QuoteRack may assign or transfer this Agreement to any company or entity. Supplier may assign or transfer this Agreement subject to obtaining QuoteRack’s prior written approval.
12.6 Unless expressly provided in these terms, no term of this contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
12.7 This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.