VERSION 1 - IN FORCE FROM 22 March 2022
These Terms apply to Contracts concluded directly between Uni Compare and Advertisers
These Terms, together with the Order, represent the parties' common understanding and agreement for doing business and apply to the Contract to the exclusion of any other terms Advertiser seeks to impose or incorporate.
In the event of any conflict between any provision of these Terms and the Order, the relevant provision of the Order shall prevail.
- 1.1 Capitalised words and expressions in these Terms shall have the meanings set out in this Section 1.1.
- 1.2 In these Terms (except where the context otherwise requires):
- 1.2.1 any reference to a “party” means a party to these Terms and includes its permitted assignees and/or the respective successors in title to substantially the whole of its undertaking;
- 1.2.2 words denoting the singular shall include the plural and vice versa;
- 1.2.3 any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
- 1.2.4 any reference to a statute, statutory provision or guidance is a reference to that statute, statutory provision or guidance and to all orders, regulations, instruments, codes, guidance, legal requirements or other subordinate legislation made under the relevant statute, and is to be construed as a reference to that statute or statutory provision as the same may have been or may from time to time hereafter be amended or re-enacted; and
- 1.2.5 a reference to any website or webpage at a specified URL includes a reference to such website or webpage at any amended, updated or replacement URL from time to time.
any advertisement provided by Advertiser, incorporating the Advertising Materials.
the advertiser identified in the applicable Order
in respect of an entity, any entity directly or indirectly Controlling, Controlled by or under common Control with, such entity.
means all applicable laws, statutes, orders, regulations, legal requirements and codes (including advertising codes and laws) in force at the relevant time.
any day other than a Saturday, Sunday or a public holiday in England.
any day other than a Saturday, Sunday or a public holiday in England.
has the meaning set out in Section 2.1.
the contract between Uni Compare and Advertiser for advertising sales in accordance with the email Order confirmation and these Terms.
the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and the expression 'Change of Control' shall be construed accordingly.
Deliverables sold on a cost per thousand impression basis as specified in the Order.
Data Protection Law
includes all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679); the UK's Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) (as amended).
the inventory delivered by Uni Compare (such as enhanced profiles, event marketing, subject keywords, push notification, Solus SMS and email marketing or other desired actions) as specified in the Order.
has the meaning set out in Section 2.2.
includes web clicks, leads such as request information, prospectus request, register interest, event click leads
Uni Compare Limited, a company registered in England and Wales with company number: 08108791 and registered company address at Uni Compare, 1 Phipp St, London, EC2A 4PS
Uni Compare Property/ies
any or all of Uni Compare's websites/ APPs and/or applications (including desktop websites, mobile websites and mobile applications (including the Android and iOS versions)) that are owned, operated, or controlled by Uni Compare or on which Uni Compare otherwise has a contractual right to serve Ads (or, to the extent that the Deliverables are to be limited to any one or more of the foregoing, as stated in the Order).
means direct losses, demands, fines, penalties, damages, liabilities, costs, and expenses (including reasonable legal costs and expenses and VAT thereon), claims (including any claims from Uni Compare Properties' users), judgments and proceedings.
an email order confirmation between the parties that incorporates these Terms and that may be entered into in written form or via an online process as authorised by Uni Compare, under which Uni Compare will deliver Ads on Uni Compare Properties for the benefit of Advertiser.
advertising criteria or specifications made available to Advertiser by or on behalf of Uni Compare, any content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Uni Compare's public image, community standards, and other editorial or advertising policies.
any director, officer, employee, consultant, contractor, agent, and/or legal representative of an entity or its Affiliates.
means ‘share of voice’ and pertains to SOV Deliverables.
Deliverables sold on an SOV basis with reference to a percentage of the Ad inventory that may be available in a Territory from time to time as specified in the Order.
the country, jurisdiction or territory in which Advertiser has the necessary licences and permissions to advertise and in which Ads shall be made available to be viewed on Uni Compare Properties as specified in the Order.
an entity or person that is not a party to an Order; for purposes of clarity, Uni Compare, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.
Website or App
any websites or APP under the control of Uni Compare and/or any third party websites on which Uni Compare places advertising profiles of the Advertiser (or any of Uni Compare’s advertisers);
the prospective student visiting a Website and engaging with the Advertiser via enquiry form, marketing subscription, request for prospectuses/information or by accessing the Advertisers’s website.
2. Commencement and basis of contract
- 2.1 Unless otherwise agreed in the Order, the Contract will be deemed to commence on the earlier of:
- (i) the start date of the first Ad campaign or the start date specified in the Order (whichever is earlier); or
- (ii) the display of the first Ad impression by Uni Compare (the “Commencement Date”). The start and end dates will be agreed in the Order confirmation or later date by Uni Compare by email.
- 2.2 Not with standing Section 2.1 and the Commencement Date of the Contract, the terms and conditions of the Contract (in accordance with the Order and these Terms) shall take effect from the date of countersignature of the Order (the “Effective Date”).
- 2.3 The Order and the Terms shall prevail at all times to the exclusion of all other terms and conditions including any terms and conditions which Advertiser, and/or any third party (including, without limitation, advertising platform, advertising exchange platform or intermediary) may purport to apply even if such other terms are submitted in a later document or purport to exclude or override the Order and/or the Terms, and neither the course of conduct between parties nor trade practice shall act to modify the Contract.
3. Delivery of Advertising Materials and Ad Placement
- 3.1 Advertiser shall provide the Advertising Materials no later than 5 business Days in advance of the campaign start date (unless otherwise agreed by the parties) in the format requested by Uni Compare and in accordance with the Policies and the requirements of Section 7.3.
- 3.2 Uni Compare may submit, or otherwise make electronically accessible to Advertiser its Policies as soon as reasonably necessary in advance of the campaign start date and, in any event, in reasonable time prior to Uni Compare's required date for delivery of the Advertising Materials. For the avoidance of doubt, Uni Compare shall not be under any obligation to provide its Policies for any or all Uni Compare Properties applicable to the Contract, nor shall the provision of a Policy in respect of any particular Uni Compare Property be deemed to be a commitment by Uni Compare to deliver Advertising Materials or display Ads on that Uni Compare Property. In the event of conflict between these Terms and the terms of the Policies, these Terms shall prevail.
- 3.3 If Advertising Materials are not received by the Order start date, Uni Compare shall be entitled to charge Advertiser on the Order start date on a pro-rata basis based on the full Order (excluding portions consisting of performance-based, non-guaranteed inventory) for each full day the Advertising Materials are not received. If Advertising Materials are late as a result of non-compliance with Section 3.1, Uni Compare is not required to guarantee full delivery of the Order and the guaranteed interactions.
- 3.5 Uni Compare may edit or modify the submitted Ads in any way, including, but not limited to, resizing Ads, with Advertiser's prior approval.
- 3.6 Subject to any campaigns having been specifically agreed by the parties in the Order, Uni Compare shall be entitled to distribute Ads on those Uni Compare Properties that it elects in its sole discretion.
- 3.7 Unless the terms of the Order refer to specified guaranteed interactions Uni Compare makes no guarantee as to the volumes of any impressions and any impressions stated are estimates only.
4. Advertising Cost, Payment and Makegoods
- 4.1 The advertising cost and fees are payable by Advertiser to Uni Compare shall be as set out in the Order. Fees are non-refundable. Fees shall be paid in full, free of deduction, set off or counterclaim and in cleared funds to a bank account nominated in writing by Uni Compare.
- 4.2 Invoices are issued by Uni Compare on receipt/acceptance of the Order. Payment terms are 30 days from date of invoice, unless otherwise specified by Uni Compare.
- 4.3 Invoices shall be provided as specified in the Order.
- 4.4 Advertiser shall pay each invoice via such method and in the currency agreed in the Order.
- 4.5 If the Advertiser fails to pay any amount payable by it under the Contract, then without prejudice to any other remedy, Uni Compare shall be entitled, but not obliged, to suspend the Services, and interest shall accrue on the overdue amount at the statutory rate for the time being in force under the Late Payment of Commercial Debts (Interest) Act 1998.
- 4.6 Uni Compare will monitor delivery of Ads and, in the case of probable or actual under-delivery of any guaranteed Deliverables (if specified in the Order) that is caused by Uni Compare's act or omission, Uni Compare may arrange for a makegood consistent with these Terms with Advertiser. For the avoidance of doubt, makegoods shall not be available for any Deliverables that are not guaranteed or that may vary as specified in the Order. If the actual Deliverables for any campaign fall below the guaranteed levels specified in the Order, and/or if there is an omission of any Ad (placement or creative unit), the parties shall use commercially reasonable efforts to agree upon the conditions of a makegood flight, either under the Order or at the time of the shortfall. If no makegood can be agreed upon, the parties will use commercially reasonable efforts to agree an alternative solution. If no alternative solution can be agreed upon, the sole and exclusive remedy of Advertiser shall be to receive a refund to the value of the under-delivered portion of the Order for which it was charged. Where no alternative solution can be agreed upon and Advertiser made a cash prepayment to Uni Compare specifically for the campaign for which under-delivery applies, then provided that there are no overdue sums payable by Advertiser to Uni Compare under the Contract or any other agreement, then the sole and exclusive remedy of Advertiser shall be to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign.
5. Ad Serving and Tracking
- 5.1 Uni Compare will track delivery of Ads through its ad server, UTM links provided by Advertiser, and the measurement used for invoicing advertising fees under the Order shall be calculated using Uni Compare’s ad server.
- 5.2 Where Advertiser seeks to track delivery of Ads, it shall use an ad server and provide tracking tags for incorporation into Ads that are compatible with Uni Compare Properties and Uni Compare’s ad server. Advertiser shall provide prior reasonable written notice to Uni Compare of any changes for originally agreed URL links and/UTM links and/or updates to such tags, ensuring that these remain compatible with Uni Compare Properties and Uni Compare’s ad server for the duration of the Contract.
- 5.3 Any tracking of delivery of Ads by Advertiser shall be carried out to minimise discrepancies with Uni Compare’s Ad tracking figures. In the event of any discrepancy between Ad tracking figures of Uni Compare and Advertiser , Uni Compare's Ad tracking figures shall take precedence.
6. Term, Suspension, and Termination
- 6.1 The Contract shall commence on the Commencement Date and, subject to any earlier termination in accordance with these Terms, shall continue in force until terminated in accordance with Section 6.2 (the "Term").
- 6.2 Unless otherwise set out in the Order, the Contract shall terminate automatically without the need for notice by either party upon the earlier of:
- (i) the expiry of the duration of the Ad campaign dates and/or any accounting periods specified in the Order (whichever is earlier); or
- (ii) the display of the last Ad impression/web click or email lead by Uni Compare under the Order.
- 6.3 Each party reserves the right to exclude any territory from the permitted Territories set out in the Order where at such party’s discretion it considers there have been, or are likely to be, changes in the applicable national laws and regulations and/or the legal environment and/or the enforcement approach of such territory.
- 6.4 Uni Compare reserves the right to suspend advertising in the event of Advertiser’s ’s breach, or suspected breach, of the Contract and/or any Applicable Law indefinitely until such breach or suspected breach has been rectified and, where such rectification is not possible within a reasonable period of time, to terminate the Contract immediately on prior written notice to Advertiser.
- 6.5 Any termination by Advertiser must be made in writing and only effective once acknowledged by Uni Compare in writing.
- 6.6 Cancellation of an Order by the Advertiser will be subject to a 100% cancellation fee unless otherwise agreed in writing with Uni Compare in the Order.
- 6.7 Uni Compare may terminate the Contract immediately on prior written notice to Advertiser if Advertiser
- 6.7.1 commits any illegal activity or any other breach of Applicable Laws;
- 6.7.2 commits any actual or alleged breach of the warranties set out in Section 7.3;
- 6.7.3 infringes or purportedly infringes the intellectual property rights of Uni Compare or any Uni Compare Affiliate or any Third Party advertising on Uni Compare Properties;
- 6.7.4 intends to undergo, undergoes or has undergone a Change of Control;
- 6.7.5 is determined by Uni Compare in its sole discretion to be a competitor of Uni Compare or any Uni Compare Affiliate; or
- 6.7.6 commits any act or omission that actually or allegedly damages or brings into disrepute (including where the Advertising Materials actually or allegedly damage or bring into disrepute):
- (a) the reputation or goodwill of Uni Compare, any Uni Compare Affiliates or any Third Party advertising on Uni Compare Properties;
- (b) the reputation of Uni Compare Properties; or
- (c) the reputation and goodwill associated with the products and services of Uni Compare or its Affiliates.
- 6.8 Uni Compare reserves the right to suspend advertising and/or terminate the Contract immediately on prior written notice to Advertiser and (where applicable) if Uni Compare or any Uni Compare Affiliate either
- (a) acquires the Control of any other company, or intends to undergo or undergoes a Change of Control, or
- (b) otherwise acquires the business of a third party,
- 6.9 Without prejudice to any other right or remedy available to it, any party may terminate the Order or any part thereof at any time if any other party:
- 6.9.1 commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of that party being notified to do so; or
- 6.9.2 takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
- 6.9.3 suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.
- 7.1 Uni Compare represents and warrants that Uni Compare has all necessary permits, licences, and clearances to sell the Deliverables specified on the Order subject to these Terms.
- 7.2 Advertiser warrants and undertakes throughout the Term to shall ensure:
- 7.2.1 it has all necessary rights, licences, consents, permissions and business permits to supply, operate and advertise, any applicable activities Advertiser carries out in the relevant territories (including as set out in the Order);
- 7.2.2 it has all necessary licences and clearances to use the content contained in Ads and Advertising Materials as specified on the Order and subject to these Terms;
- 7.2.3 all Advertising Materials it provides to Uni Compare are socially responsible and shall in particular comply with all Applicable Laws, and legal requirements, including advertising regulations and codes and any applicable guidance issued by the Committee of Advertising Practice or the Advertising Standards Authority from time to time)’ to the extent that such guidance has not been withdrawn or replaced and as the same guidance may have been or may from time to time hereafter be amended or re-enacted;
- 7.2.4 it shall comply with and all Advertising Materials it provides to Uni Compare shall comply with all applicable Data Protection Laws and the obligations set out in Sections 10 and 11;
- 7.2.5 neither (i) any Ads and/or the use and/or exploitation of any Ads by Uni Compare under the Contract; nor (ii) Uni Compare's performance of the Contract, will infringe the rights (including intellectual property rights) of any Third Party;
- 7.2.6 the Advertising Materials shall not be defamatory or contain, promote or link to any defamatory materials;
- 7.2.7 the Advertising Materials shall not contain, promote or link to:
- (a) pornographic or sexually explicit materials;
- (b) obscene language or materials;
- (c) hate material;
- (d) materials that promote, endorse or support violence, the use of firearms, terrorism of any kind or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status;
- (e) illegal content, including pirated music websites and illegal content streaming; or
- (f) any other materials deemed harmful to the reputation of the Uni Compare; and
- 7.3 Advertiser shall promptly provide evidence of their compliance with these Terms (including copyright clearances and/or licences in respect of the content of Ads and/or licences to advertise any relevant gambling products and/or services) on Uni Compare's request.
- 7.4 The Advertiser agrees that any contract, arrangement or agreement is between the Advertiser and Visitor to the Website following any enquiry made through the Website
8. Regulatory Provisions
- 8.1 Advertiser shall provide such information to Uni Compare as may reasonably be required to satisfy any information reporting, disclosure and other related obligations to any regulatory authority from time to time.
- 8.2 No payments or undue financial or other advantage of any kind shall be made by any party or any of its personnel, directly or indirectly, to any entity, government, corporation or other person for the purpose of improperly influencing the consideration of applications for a business activity or the receipt of any other benefits, including the obtaining or retaining of business. Advertiser shall:
- 8.2.1 comply with all Applicable Laws, relating to anti-bribery and/or anti-corruption;
- 8.2.2 not engage in any activity, practice or conduct which constitutes an offence under any applicable anti-bribery and/or anti-corruption legislation; and
- 8.2.3 notify Uni Compare immediately if it becomes aware that, or has reason to believe that, it has breached its obligations under this Section 8.2.
- 8.3 Each party shall, where required by Applicable Laws, implement effective systems and controls to prevent slavery and human trafficking from affecting any part of its business and supply chain.
- 9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, Uni Compare s or suppliers of the other party or its Affiliates, except as permitted by Section 9.2 and shall protect confidential information it receives in the same manner it protects its own information of a similar nature, but in no event with less than reasonable care.
- 9.2 Each party may disclose the other party's confidential information:
- (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Section 9.2 and
- (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- 9.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
10. Data Protection
- 10.1 If processing personal data to perform any obligation or exercise rights under the Contract, each party agrees that they are doing so as a data controller. For the purpose of doing so, each party shall comply with Data Protection Law and comply with the Data Processing Agreement.
- 10.2 Without prejudice to the generality of the foregoing, each party shall post on their respective websites their privacy policies and adhere to their privacy policies in accordance with Data Protection Law.
11. Data Usage and Ownership
- 11.1 As used herein the following terms shall have the following definitions:
- 11.1.1 'User Volunteered Data' is personally identifiable information collected from individual users by Uni Compare during delivery of an Ad pursuant to the Order, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser.
- 11.1.2 'Order Details' are details set forth in the Order but only when expressly associated with the applicable discloser, including Ad pricing information, Ad description and Ad placement information.
- 11.1.3 'Performance Data' is data regarding a campaign gathered during delivery of an Ad pursuant to the Order, including number of Ad impressions and user interactions, but excluding Site Data or Order Details
- 11.1.4 'Site Data' is any data that is
- (i) pre-existing Uni Compare data used by Uni Compare pursuant to the Order;
- (ii) gathered pursuant to the Order during delivery of an Ad that identifies or allows identification of Uni Compare, Uni Compare Properties, brand, content, context, partners, affiliates or users as such; or
- (iii) entered by users on any Uni Compare Property other than User Volunteered Data.
- 11.1.5 'Collected Data' consists of Order Details, Performance Data, and Site Data
- 11.1.6 'Repurposing' means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the Order.
- 11.2 Unless otherwise authorised by Uni Compare, Advertiser will not:
- (i) use Collected Data for Repurposing;
- (ii) disclose Order Details or Site Data to any of its Affiliates or any Third Party except where such Affiliate or Third Party is bound by confidentiality and non-use obligations at least as restrictive as those on Advertiser.
- 11.3 Advertiser will not:
- (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor
- (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data.
- 11.4 To the extent that Advertiser come into possession of any personal data via or in connection with Uni Compare Properties, it shall:
- (i) only be entitled to use such personal data solely to the extent necessary for such purpose as agreed in writing (not including by email) by Uni Compare in advance (the 'Agreed Purposes');
- (ii) not transfer, export, sell or share such personal data to or with any third party; and
- (iii) such personal data shall not be retained or processed by it in a form which permits identification of any data subjects for longer than is necessary to carry out the Agreed Purposes or otherwise for the performance of the Contract.
- 12.1 Subject to Section 12.2, Uni Compare will defend, indemnify, and hold harmless Advertiser from and against all Losses suffered or incurred, directly, by or awarded against Advertiser arising out of or in connection with:
- 12.1.1 Uni Compare’s breach of Uni Compare’s warranties at Section 7.1; or
- 12.1.2 Uni Compare Properties’ infringement of the intellectual property rights of a Third Party;
- 12.2 Uni Compare will not be liable for any Losses to the extent they result from:
- (i) Uni Compare’s customisation of Ads or Advertising Materials based upon detailed specifications, materials, or information provided by Advertiser and/or an Advertiser Affiliates and/or an Advertiser Representative, or
- (ii) a user viewing an Ad outside of the targeting set forth in the Contract, which viewing is not directly attributable to Uni Compare’s serving such Ad in breach of such targeting, or
- (iii) any Third Party advertising materials, content or data made available via Uni Compare Properties.
- 12.3 Advertiser will defend, indemnify, and hold harmless Uni Compare and each Uni Compare Affiliate and Uni Compare Representative from and against all Losses suffered or incurred, directly or indirectly, by or awarded against Uni Compare arising out of or in connection with:
- 12.3.1 any breach by Advertiser of the warranties at Sections 7; or
- 12.3.2 Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided to Advertiser at least three (3) Business Days prior to the violation giving rise to the claim).
13. Limitation of Liablity
- 13.1 Nothing in the Contract limits or excludes liability for or under:
- (a) death or personal injury;
- (b) fraud or fraudulent misrepresentation; or
- (c) any liability that cannot be excluded by Applicable Law.
- 13.2 Subject to Sections 13.1 neither party shall be liable under or in connection with the Contract for indirect, incidental, consequential, special, punitive or exemplary damages (even if that party has been advised of the possibility of such damages), arising from or related to the Contract, including, but not limited to, loss of revenue or profits, lost business or cost of replacement services, however caused and regardless of theory of liability.
- 13.3 Subject to Sections 13.1, Uni Compare’s maximum aggregate liability for any Losses arising out of or in connection with the Contract, whether in contract, tort, or otherwise, will not exceed an amount equivalent to the fees paid or payable to Uni Compare by Advertiser in the six month period immediately preceding the occurrence of the event giving rise to such Losses as set out in the Order.
- 14.1 Any notice, demand or other communication given or made under or in connection with the Contract shall be in writing and shall be served by hand, prepaid first class recorded delivery (including special delivery), courier or prepaid first class recorded airmail ('Posted Notice') to the recipient details set out in the Order.
- 14.2 Notice may also be validly served if sent by email to the relevant email address set out in the Order (or such other email address as the relevant party may designate to the other in writing (including by email) from time to time), provided that if such notice relates to a breach of the Contract by Uni Compare, a Posted Notice is also sent to Uni Compare. Any such notice sent by email shall be deemed to have been served at the time of delivery of such email or where a Posted Notice is also required, at the time of delivery of the associated Posted Notice.
- 14.3 For the avoidance of doubt, the parties agree that the provisions of this Section 14 shall not apply in relation to the service of any process in any legal action or proceedings arising out of or in connection with Contract or the legal relationships established by the Contract.
- 15.1 Uni Compare may change, add to, suspend or discontinue any aspect of these Terms (but not, for the avoidance of doubt, any terms of any Order) at any time. Uni Compare shall notify Advertiser and/or publish the updated Terms with the date on which any changes to the Terms are made. Uni Compare recommends that Advertisers and Agencies check these Terms online for changes regularly. Advertiser’s ’s continued supply of Ads following any such change will constitute binding acceptance of such changes to the Terms. Without prejudice to Uni Compare's rights to amend the Terms by notice, no modification or variation of the Terms by Advertiser shall be permitted unless agreed to in writing by Uni Compare (not including email).
- 15.2 No modification or variation of the Order shall be valid unless it is agreed in writing (including by email).
- 15.3 Advertiser shall not use Uni Compare’s trade name, trade marks, logos, content, data or advertisements in any public announcement (including, but not limited to, in any press release) regarding the existence or content of the Contract or for any other purpose. Uni Compare may use Advertiser’s ’s trade name, trademarks, logos and/or Ads in any public announcement, on Uni Compare Properties, in Uni Compare’s sales and/or marketing materials, and for the purposes of internal reporting and analysis.
- 15.4 Should Uni Compare not be able to fulfil an Order at the date agreed in the Order due to the Advertiser not providing the required or requested information, and it not being available on their website, full payment of the fees is still due.
- 15.5 These Terms together with the Order constitute the entire agreement and understanding of the parties relating to the subject matter of the Contract and supersede any previous agreement or understanding between the parties (or any of them) in relation to such subject matter. In entering into the Contract, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in the Contract. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section 15.4 it might otherwise have had in relation to any of the foregoing. Nothing in this Section 15.5 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
- 15.6 A person who is not a party to the Contract has no right (including under the Contracts (Rights of Third Parties) Act 1999('Act')) to rely upon or enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
- 15.7 Nothing in the Contract is intended to or shall operate to create a partnership or joint venture of any kind between the parties.
- 15.8 Any provision of the Contract that is expressly or by implication intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
- 15.9 Force Majeure
- 15.9.1 Uni Compare shall be liable directly or indirectly to the other party for any delay or non-performance of its obligations under this Agreement (except for any obligation to make payment) arising from any event beyond its reasonable control, including any of the following: act of God, disease, an outbreak of war or hostilities, pandemic, epidemic, strike, lock-out, industrial action, riot, civil disturbance, an act of terrorism, an act of any government or authority, fire, flood, explosion, natural cause, theft, malicious damage, strike, lock-out, failure in telecommunications services or unauthorised third party interference with either party’s systems or services (each, a "Force Majeure Event")
- 15.9.2 If the affected party is unable to perform its obligations under this Agreement by reason of the Force Majeure Event for more than two (2) consecutive months, Uni Compare may terminate this Agreement immediately by providing notice to Advertiser and shall not be liable to Advertiser by reason of such termination. For the avoidance of doubt, in such circumstances and in the event that any Deliverables have not been delivered by the end of the foregoing period, Advertiser and acknowledge and agree that no party shall be entitled to any makegood procedure that may usually be available under Section 4 beyond the end of the foregoing period, and Uni Compare shall have no liability to deliver any additional Deliverables or refund to Advertiser any amounts equivalent to the value of any portion of the Deliverables that were guaranteed but not delivered during the Term of the Contract.
- 15.10 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- 15.11 Any waiver of a breach of any of the terms of Contract shall not be deemed a waiver of any subsequent breach and shall in no way affect the other terms of the Contract.
- 15.12 Advertiser shall not without the prior written consent of Uni Compare assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with the Contract or any right under the Contract, or sub-contract any or all of its obligations under them or purport to do any of the same. Any purported assignment in breach of this Section 15 shall confer no rights on the purported assignee.
- 15.13 Uni Compare shall be entitled to sub-contract any or all of its obligations and/or sub-license any or all of its rights under the Contract. Uni Compare may assign, novate or transfer its rights and obligations under the Contract to any third party, provided however that Uni Compare shall procure that the assignee complies with the terms and conditions of the Contract.
- 15.14 If any provision of the Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Contract which shall remain in full force and effect. If any provision of the Contract is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
- 15.15 The validity, construction and performance of the Contract (and any claim, dispute or matter arising under or in connection with it or its enforceability or formation) shall be governed by and construed in accordance with the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the English courts over any such claim, dispute or matter arising under or in connection with the Contract and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
16. Date of these Terms
These Terms were last updated on 22 March 2022 and supersede any previous version of these Terms.
ANNEX 1: DATA PROCESSING AGREEMENT
This data processing Agreement (the “DPA”) is entered into by and between Advertiser and Uni Compare Limited,
1. Definitions and Interpretation
- 1.1 The following definitions and rules of interpretation apply in this DPA:
- "Controller", "Processor", "Personal Data" and "Processing" shall each have the meanings given in the applicable Data Protection Legislation;
- "Data Protection Legislation" means all laws, regulations, legislative and regulatory requirements and codes of practice applicable to the protection and Processing of Personal Data and privacy including, without limitation the UK Data Protection Act 2018 and any regulations or instruments thereunder, the UK's Privacy and Electronic Communication (EC Directive) Regulations 2003, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR") and any applicable implementing legislation, all as amended, replaced or superseded from time to time;
- “EU” means the European Union.
- "Uni Compare Personal Data" means Personal Data provided or made available to Advertiser or collected or created for Uni Compare in connection with this DPA;
- "Sub-Processor" means any third party appointed by a Processor to process Uni Compare Personal Data.
- 1.2 All references to clauses in this DPA are to clauses in this DPA unless expressly stated otherwise.
2. Scope and Roles
- 2.1 The DPA: In consideration of Uni Compare agreeing to provide or procure the provision of Uni Compare Personal Data to Advertiser and the mutual obligations of the parties, the parties have agreed that from the date of this DPA:
- 2.1.1 the terms of this DPA will apply to and govern all processing by Advertiser of Uni Compare Personal Data in connection with the relevant Contract;
- 2.1.2 this DPA is supplemental to the Contract and, in the case of conflict or inconsistency between any of the provisions of this DPA and the provisions of the Contract the provisions of this DPA shall prevail to the extent of such conflict or inconsistency.
- 2.2 Roles: Where Advertiser is Processing Uni Compare Personal Data in order to provide the services under the terms of the Contract, the parties acknowledge and agree that Uni Compare is the Controller and Advertiser is a Processor (or Sub-Processor) in respect of Uni Compare Personal Data being Processed.
- 2.3 Nature, Scope and Purpose of Data Processing: The scope, subject matter, nature and purpose of Processing (including the type of Personal Data and categories of data subject) will be disclosed between the parties.
- 3.1 Advertiser represents, warrants and undertakes that it will comply with all applicable requirements under the Data Protection Legislation and the terms of this DPA.
- 3.2 Advertiser acknowledges and agrees that as a Processor (or Sub-Processor) it shall:
- process Uni Compare Personal Data only to the extent necessary for the purposes of performing Advertiser's obligations under the Contract and otherwise in accordance with Uni Compare documented instructions unless Advertiser is required to do otherwise by applicable laws (in which case Advertiser shall inform Uni Compare of that legal requirement before Processing unless Advertiser is barred from making such notification under the relevant applicable law);
- remain fully liable for its Sub-Processors’ performance of the Contract and this DPA, as well as for any acts and omissions of the Sub-Processor in respect of its Processing of Uni Compare Personal Data;
- procure that each of its Sub-Processors is subject to a written agreement containing data processing obligations no less onerous than those set out in this DPA and that such agreement will meet the requirements of the Data Protection Legislation
- where Advertiser makes any changes to the Sub-Processers it shall:
- notify Uni Compare where it appoints, replaces or removes any Sub-Processor with details of the Processing to be carried out by such Sub-Processors and the location(s) of such Processing;
- within thirty (30) days of Advertiser's notification Uni Compare can object to the intended changes;
- where Uni Compare legitimately objects to an intended change of Sub-Processor and Advertiser cannot reasonably accommodate its objection, Advertiser will notify Uni Compare and it may terminate the Contract and this DPA by providing Advertiser with written notice with immediate effect or such notice as is stated by Uni Compare.
- not process Uni Compare Personal Data in any country outside the EU (or following the United Kingdom's departure from the EU, outside the combined area of the United Kingdom and the EU) otherwise as agreed unless:
- Advertiser has ensured that there are appropriate safeguards in relation to the transfer and Processing in accordance with Article 46 of GDPR and as determined by Uni Compare;
- Advertiser notifies Uni Compare of any such
- 3.2.1 e and, at Uni Compare 's request delete or return all Personal Data to Uni Compare , and delete all existing copies unless applicable laws require their retention;
- make available to Uni Compare information reasonably necessary to demonstrate compliance with the obligations set out in this clause 3.2.8 and allow for and contribute to audits, including transfer with details of the Processing to be carried out and the locations of the transfers;
- within thirty (30) days of Advertiser's notification, Uni Compare can object to the intended changes;
- where Uni Compare legitimately objects (on behalf of itself or Uni Compare Company) to such transfer within the period in clause 126.96.36.199 and Advertiser cannot reasonably accommodate Uni Compare ' objection, Advertiser will notify Uni Compare and Uni Compare may terminate the Contract and this DPA by providing Advertiser with written notice with immediate effect or such notice as is stated by Uni Compare;
- and if Advertiser is required by applicable laws to transfer Uni Compare Personal Data outside of the EU (or following the United Kingdom's departure from the EU, outside the United Kingdom and the EU), Advertiser shall inform Uni Compare of such requirement before making the transfer (unless Advertiser is barred from making such notification under the relevant applicable law);
- 3.2.2 ensure that, in addition to any confidentiality provisions in the Contract, all persons authorised by Advertiser to process Uni Compare Personal Data are subject to appropriate duties of confidentiality;
- 3.2.3 have at all times during the term of the Contract, taking in to account the nature of the Processing, appropriate technical and organisational measures in place to provide a necessary level of security to protect any Uni Compare Personal Data against unauthorised or unlawful Processing and against accidental loss, alteration, destruction or damage and to assist Uni Compare with fulfilling its obligations to respond to requests from a Data Subject for access to, rectification, erasure or portability of, or for restriction of, or objections to, the Processing of, that Data Subject's Personal Data;
- 3.2.4 assist Uni Compare , at Advertiser's cost, with Uni Compare ' compliance obligations in respect of security of Personal Data, notifications of breaches of Data Protection Legislation to supervisory authorities, communications of breaches of Data Protection Legislation to Data Subjects, the carrying out of data protection impact assessments and any consultations with supervisory authorities;
- 3.2.5 cease Processing the Personal Data in connection with the Contract on the termination or expiry of the DPA, or if earlier, on termination or cessation of the service to which they relatinspections, conducted by Uni Compare or its representative;
- 3.2.6 provide Uni Compare with the assistance and information required by it to satisfy its record keeping obligations under the Data Protection Legislation and adhere to any applicable code of conduct or certification method approved under the Data Protection Legislation;
- 3.2.7 at the earliest opportunity and in any event without undue delay after having become aware notify Uni Compare of any unauthorised or unlawful Processing of any of Uni Compare Personal Data to which this clause 3.2.10 applies and of any loss or destruction or other damage;
4. Term and Termination
- 4.1 This DPA shall commence on the date that it is entered into and shall continue in full force and effect until termination of the Contract on which date it shall automatically terminate.
- 4.2 The provisions of this DPA shall apply to any Processing of Uni Compare Personal Data received prior to execution of the agreement, including during any transitional or migration phase.
- 4.3 Without affecting any other right or remedy available to it, Uni Compare may immediately terminate this DPA by notice in writing to Advertiser if Advertiser commits a material breach of any provision of this DPA or Advertiser repeatedly breaches any of the provisions of this DPA.
- 4.4 The provisions of this DPA which place obligations on Advertiser in respect of the processing of Uni Compare Personal Data shall continue in full force and effect until such time as all Uni Compare Personal Data (including all copies thereof) has either been returned and/or destroyed.
- 4.5 Clauses 1, 3.1, 3.2.11, 4.4, 4.5 and 6 together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the termination of this Agreement.
- 5.1 Save as expressly stated otherwise, any notice given to a party under or in connection with this DPA shall be in writing in the English language and shall be delivered by hand or by pre-paid first-class post or by delivery service at its registered office (if a company) or its principal place of business (in any other case). For the avoidance of doubt and save as expressly stated otherwise, a notice given under this DPA is not valid if sent by fax or email.
- 5.2 Any notice to Uni Compare sent pursuant to this DPA shall also be sent by email to email@example.com
- 5.3 The foregoing sub-clauses of this clause do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution where any service may be made by any means permitted by law.
- 6.1 Advertiser shall not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this DPA without the prior written consent of Uni Compare.
- 6.2 No variation of this DPA shall be effective unless it is in writing and signed by the parties to this DPA.
- 6.3 Uni Compare shall be entitled to rely on, and enforce, the terms of this DPA which confer a benefit on it. Uni Compare and Advertiser may by agreement in writing rescind or vary any of the provisions in this DPA in any way without the consent of any such third party, and accordingly section 2(l) of the Contracts (Rights of Third Parties) Act 1999 shall not apply.
- 6.4 This DPA may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has executed at least one counterpart.
7. Governing and jurisdiction
- 7.1 This DPA and any dispute or claim 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 the laws of England.
- 7.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims), provided that nothing in this clause shall prevent a party from enforcing any judgement obtained in the court of England and Wales in any other court with jurisdiction over the other party.