1. Definitions 

1.1. In this Licence Agreement, unless the context otherwise requires, the following expressions have the following meanings: 

1.1.1. “We” or “Us” means Draycir Limited, a company registered in England and Wales with number 4376912, having its principal place of business at 3 De Montfort Mews, Leicester LE1 7FW, United Kingdom (and the expression “our” shall be construed accordingly); 

1.1.2. “You” means the person, firm, company or other corporate body by whom or which, or on whose behalf, the terms of this Licence Agreement have been accepted (and the expression “your” shall be construed accordingly); 

1.1.3. “Data” means the business intelligence data which will be made available to you via the Data Provider under the Licence, as more particularly described in the URL http://licence.cguardian.co.uk/data; 

1.1.4. “Data Provider” means Experian Limited, subject to Clause 6; 

1.1.5. “Documentation” means the documentation that accompanies the Software; 

1.1.6. “Effective Date” means 

1.1.6.1. In respect of the Trial Software:- 

1.1.6.1.1. if we have agreed to provide you with a Licence of the Trial Software free of charge, the date on which you install it in accordance with Clause 2.1; or 

1.1.6.1.2. if a Licence Fee is payable for the Licence of the Trial Software, the date on which we receive payment for that Licence, either from you or from the Reseller; 

1.1.6.2. In respect of the Lite Software, the date on which you install the Software in accordance with Clause 2.1; and 

1.1.6.3. In respect of the Express Software and the Professional Software, the date on which we receive payment in cleared funds for the Licence relating to that Software, either from you or from the Reseller; 

1.1.7. “Express Licence” means a Licence to use the Express Software; 

1.1.8. “Express Software” means the version of our Credit Guardian Software marketed and sold by us as Credit Guardian Express, and having the functionality more particularly described in the URL http://cguardian.co.uk/functionality; 

1.1.9. “Intellectual Property Rights” means all vested contingent and future intellectual property rights including but not limited to copyright, trade marks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any applications for the protection or registration or these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created to which we may be entitled; 

1.1.10. “Licence” means the licence to use the Software granted by us pursuant to Clause 2.1; 

1.1.11. “Licence Fee” means the fee payable by you for the grant of the Licence as notified by us to you; 

1.1.12. “Licence Period” means:- 

1.1.12.1. with regard to each of the Lite Software, the Express Software and the Professional Software, the period of twelve (12) months commencing with the Effective Date; and 

1.1.12.2. with regard to the Trial Software, the period specified on the Website as at the Effective Date; 

1.1.13. “Lite Licence” means a Licence to use the Lite Software; 

1.1.14. “Lite Software” means the version of our Credit Guardian Software marketed by us as Credit Guardian Lite, and having the functionality more particularly described in the URL http://licence.cguardian.co.uk/functionality; 

1.1.15. “Payment Performance Data” means that part of the Data to be provided to or by the Data Provider, in accordance with the provisions of Clause 7, for the purposes of the Payment Performance Scheme; 

1.1.16. “Payment Performance Scheme” means the membership scheme operated by the Data Provider whereby members of the Scheme share sales ledger data relating to the persons, companies and other organisations with whom they trade; 

1.1.17. “Payment Performance Terms” means the terms of membership of the Payment Performance Scheme, as more particularly set out in the Annex; 

1.1.18. “Professional Licence” means a Licence to use the Professional Software; 

1.1.19. “Professional Software” means the version of our Credit Guardian Software marketed and sold by us as Credit Guardian Professional, and having the functionality more particularly described in the URL http://licence.cguardian.co.uk/functionality; 

1.1.20. “Reseller” means a reseller appointed by Draycir to sell licences of the Software for its own account and (if applicable) from whom you purchased the Licence; 

1.1.21. “Software” means any or all (as the context permits) of the Express Software, the Lite Software, the Professional Software and the Trial Software; 

1.1.22. “Trial Licence” means a Licence to use the Trial Software; 

1.1.23. “Trial Software” means the version of our Credit Guardian software available on a trial basis, and having the functionality more particularly described on the Website as at the Effective Date; 

1.1.24. “Warranty Period” means the period of 90 (ninety) days commencing with the Effective Date; and 

1.1.25. “Website” means the website www.draycir.co.uk . 

1.2. In this Licence Agreement unless the context otherwise requires:- 

1.2.1. words importing any gender include every gender; 

1.2.2. words importing the singular number include the plural number and vice versa; 

1.2.3. references to a numbered Clause or to the Annex are respectively references to the relevant Clause in, or to the Annex to, this Licence Agreement; 

1.2.4. the headings to the Clauses will not affect their interpretation; 

1.2.5. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by law made under that enactment; 

1.2.6. any obligation on any party not to do or omit to do anything is to include an obligation not to permit or suffer that thing to be done or omitted to be done; and 

1.2.7. references to writing include electronic mail and facsimile transmission. 

2. Grant of Licence 

2.1. We hereby grant to you a non-exclusive, non-transferable licence, subject to and in accordance with this Licence Agreement, to:- 

2.1.1. download, install and use the Software at any one single location (for which purpose the expression “location” means an individual postal address) on an unlimited number of processing units forming part of any computer system owned, leased or controlled by you for the duration of the Licence Period; 

2.1.2. make a maximum of two (2) copies of the Software for archival and back-up purposes only, provided that the original Software and each copy made by you are kept under your possession or control at all times; and that you do not use such copies in any manner not expressly permitted by this Licence Agreement. The expression “the Software” includes, except where it is used in this Clause 2.1.2, any copy of the Software made by you in accordance with this Clause 2.1.2. 

2.2. The Licence shall come into effect on the Effective Date. 

2.3. For the avoidance of doubt, your right to access the Data using the Software will cease automatically at the end of the Licence Period, unless we have granted to you a renewal of the Licence. 

2.4. The rights set out in Clause 2.1 may not be exercised by a greater number of concurrent users than the relevant number specified on the Website as at the Effective Date. 

2.5. You may only use the Software in conjunction with the applications approved by us from time to time, and only with the particular versions so specified. The list of applications and versions approved by us as at the Effective Date is specified in the Documentation. We reserve the right to amend this list from time to time, in order to take account of the introduction of new applications and new versions of existing applications, and the obsolescence of existing applications and versions. We shall publish details of any such amendments, including details of the date from which the change shall be effective, on the Website, and shall use reasonable endeavours to publish such details as far in advance as possible of that date. . 

2.6. The Licence does not extend to any documentation, programs or materials marketed or sold by us other than the Software. 

2.7. You must use the Software only for purposes falling within in the ordinary scope of your normal business from time to time. 

2.8. You acknowledge that you are licensed to use the Software only in accordance with the express provisions of this Licence Agreement and not further or otherwise. 

2.9. Licences are granted by us entirely at our discretion. Accordingly, we reserve the right not to grant a Licence (including the renewal of a Licence) to any applicant where we believe there are sufficient grounds for so doing. 

2.10. You may only hold one form of Licence (that is to say, a Trial Licence, a Lite Licence, an Express Licence or a Professional Licence) at any one time. If you wish to take a different form of Licence from that which you currently hold then the provisions of Clause 15.2.3 shall apply. 

2.11. If you hold an Express Licence or a Professional Licence, you may upgrade your Licence by way of increase in the number of organisations for which you may receive monitoring information, in accordance with the following provisions:- 

2.11.1. Upgrades are available with effect from the end of any complete month up to and including the end of the tenth month of the Licence Period (for which purpose the first “complete month” will begin on the Effective Date and end on the day before the corresponding day of the following calendar month); 

2.11.2. In the event of any such upgrade you will be required to take out a new, upgraded Licence for a further period of twelve (12) months commencing with the date on which he upgrade becomes effective; 

2.11.3. You will receive a discount against the purchase price of the upgraded Licence to the value of the unused portion (in terms of duration) of the existing Licence, calculated on a pro rata basis; and 

2.11.4. There is no limit on the number of upgrades that can be made, subject to Clause 2.11.1. 

3. Lite Licence 

3.1. No Licence Fee is payable in respect of the Lite Licence. 

3.2. The Lite Licence shall remain in full force and effect for the Licence Period, unless terminated earlier by us in accordance with any express rights of termination that we may have under this Licence Agreement. 

3.3. During the currency of the Lite Licence, you have the option of subscribing for a Trial Licence, in respect of which the provisions of Clause 4 shall apply. In order to subscribe, you must follow the instructions on the Website. 

3.4. The warranties set out in Clause 12 are not applicable to the Lite Software, and, to the extent permitted by applicable law, we hereby disclaim all other warranties or conditions with respect to the Lite Software or the medium on which it was supplied, either express or implied, including but not limited to any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result. 

4. Trial Licence 

4.1. The Trial Licence shall remain in full force and effect for the Licence Period or, if earlier, until the expiry of the Lite Licence, unless terminated earlier by us in accordance with any express rights of termination that we may have under this Licence Agreement. 

4.2. Only one single current Trial Licence is available per individual postal address. Consequently, you must not attempt to obtain a Trial Licence if a current Trial Licence has been issued to any person, firm, company or other corporate body whose place of residence or business, as registered with us, is the same address which you registered with us when downloading the Software. Our decision as to whether your obligations under this Clause 4.2 have been breached in any instance shall be final. 

4.3. Subject to Clause 7.1, you may apply to renew the Trial Licence for further successive periods of twelve (12) months following its expiry. However, if your initial Trial Licence was granted to you free of charge, we make no representation or warranty that any renewals of the Trial Licence made by you will be available free of charge, and reserve the right to grant such renewals subject to the payment by you of the Licence Fee. 

5. Express Licence and Professional Licence 

5.1. The Express Licence and the Professional Licence will each remain in full force and effect for the Licence Period, unless terminated earlier in accordance with any express right of termination that we may have under this Licence Agreement. 

5.2. Subject to Clause 8.1, you may apply to renew the Express Licence and the Professional Licence for further successive periods of twelve (12) months, upon the payment of the current Licence Fee effective on the date on which the renewed Licence commences, the amount of such Licence Fee to be determined by us from time to time. 

6. Data and the Data Provider 

6.1. Whilst we warrant that the Data will contain the basic categories of information specified by reference to Clause 1.1.3, we have no control over the appearance, layout, presentation or format of the Data, nor of any additional or ancillary information supplied with the Data, nor the detail of the Data save as specifically warranted above. Consequently, save as expressly provided in this Clause 6.1, we make no guarantee, promise, representation, statement or warranty of any kind in relation to the Data. 

6.2. Without limiting the generality of Clause 6.1 but without prejudice to the warranty contained in that Clause, we expressly reserve the right to provide you at any time with Data whose nature, content, appearance, layout, presentation or format has been varied from that of any Data that may previously have been supplied to you pursuant to the Licence, without further notice or announcement of our intention to do so. 

6.3. You may only access the Data by using the Software, and not by any other means. 

6.4. Without limiting the generality of Clause 2.7, you may use the Data only for purposes falling within in the ordinary scope of your normal business from time to time. Furthermore, you must under no circumstances resell, distribute or allow any third party the use of the Data or any part of it, nor attempt or purport to do any of those things. 

6.5. We expressly reserve the right to substitute an alternative Data Provider, or to engage an additional Data Provider to provide Data in parallel with any current Data Provider, at any time without further notice or announcement of our intention to do so. 

7. Payment Performance Data 

7.1. The provisions of this Clause 7 only apply if you subscribe to the Payment Performance Scheme in the manner set out in Clause 7.2. 

7.2. In order to subscribe to the Payment Performance Scheme, you will be required expressly to agree to Payment Performance Terms. In order to do this, you must expressly accept the Data Provider’s standard form of agreement. You will be able to access details of how to do this once you have downloaded and installed the Software, You must comply at all times and in all respects with the provisions of that form of agreement, a copy of which is set out in the Annex to this Licence Agreement. 

7.3. Membership of the Payment Performance Scheme is only available to holders of an Express Licence or a Professional Licence. 

7.4. We shall be responsible for the collection of Payment Performance Data from you on behalf of the Data Provider, and for forwarding to you the Payment Performance Data which you are entitled to receive, in each case on behalf of the Data Provider. 

7.5. When you first subscribe to the Payment Performance Scheme, there may be a delay in your being required for the first time to submit Payment Performance Data to the Data Provider, although you will begin to receive Payment Performance Data upon subscribing to the Payment Performance Scheme. No such delay will affect your obligation to submit Payment Performance Data when requested to do so. 

7.6. You acknowledge that, if we, in exercise of our rights under Clause 6.4, substitute an alternative Data Provider for the one currently identified in Clause 1.1.4:- 

7.6.1. your membership of the Payment Performance Scheme may terminate automatically with immediate effect; 

7.6.2. we shall have no liability to you of any kind for any loss or damage suffered or incurred by you as the result of the termination of your membership of the Payment Performance Scheme; and 

7.6.3. You shall not be entitled to any refund of the whole or any part of the Licence Fee 

You further acknowledge that the Licence Fee has been calculated having particular regard to the provisions of this Clause 7.6. 

8. Renewals 

8.1. Although we shall use reasonable endeavours to ensure that we are permitted and able to renew the Licence, if you should request that we do so in exercise of your rights under Clauses 4.3 or 5.2, at the end of the Licence Period, we do not guarantee that any such renewal will be available. 

8.2. The renewal of any Licence will be subject to the provisions of this Licence Agreement. 

9. Restrictions on Use of the Software 

9.1. You must not, except as expressly provided in this Licence Agreement or without our express prior written consent:- 

9.1.1. rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis; 

9.1.2. permit or suffer any person other than you, your employees or officers, or (if you are a partnership) any member of your partnership, to use the Software; 

9.1.3. translate, reverse engineer, decompile, disassemble or create derivative works based on the Software except to the extent permitted by law; 

9.1.4. make any alterations or modifications to the Software, or permit it to be combined with or incorporated within any other programs; 

9.1.5. make copies of the Software, in whole or part, except for back-up or archival purposes as permitted in this licence; 

9.1.6. use any back-up copy of the Software for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective; or 

9.1.7. alter, delete or obscure any notices of copyright or other proprietary rights, or any product identification or restrictions, on or in the Software. 

9.2. You must not expressly or implicitly allow permit any other person to do anything or omit to do anything which act or omission would, if committed by you, constitute a breach of Clause 9.1. 

10. Your Undertakings 

10.1. You undertake to do the following:- 

10.1.1. ensure that, prior to any use of the Software by your employees or representatives, all such persons are notified of the existence and provisions of this Licence Agreement; 

10.1.2. reproduce and include our copyright notice (or any other party's copyright notice that may appear on the Software) on all and any copies of the Software made by you, including any partial copies; and 

10.1.3. keep all drawings, specifications, data (including object and source codes), software listings and all other information relating to the Software, confidential and not at any time, during the life of the licence or after its termination, disclose the same, whether directly or indirectly, to any third party without our express prior written consent. 

10.2. You shall procure that your employees and representatives, where applicable, comply at all times with the undertakings set out in Clause 10.1. 

11. Proprietary Rights 

11.1. The Software and all Intellectual Property Rights in the Software are and shall, as between you and us, remain our property. 

11.2. You acknowledge that you have no rights in, or to, the Software or any part of it, other than the right to use it in accordance with this Licence Agreement. 

11.3. You further acknowledge that you have no right to access the Software in source code form, in unlocked coding or with comments. 

11.4. You must notify us immediately if you become aware of any unauthorised use of the whole or any part of the Software by any person. 

12. Modifications 

12.1. We reserve the right to make modifications to the functionality of the Software from time to time, to the extent that we, acting reasonably, deem it necessary to do so for any reason. 

12.2. The making by us of any modifications pursuant to Clause 12.1 will not entitle you to terminate the Licence or to receive any compensation, refund or other remedy of any kind. 

12.3. We shall give you reasonable advance notice of any intention by us to make a modification to the Software pursuant to Clause 12.1. We shall publish details of any such modification, including details of the date from which the change shall be effective, on the Website, and shall use reasonable endeavours to publish such details as far in advance as possible of that date. . 

13. Warranties 

13.1. We warrant that, during the Warranty Period:- 

13.1.1. the medium on which the Software is supplied will be free from defects in design, material and workmanship under normal use. If any such defect in the medium occurs during the Warranty Period, you may, as your sole and exclusive remedy, obtain (at our option) either a replacement free of charge or a full refund, on condition that you return the defective medium to us or to the Reseller before the end of the Warranty Period with a dated proof of purchase; 

13.1.2. The Software as supplied to you will materially conform to the Documentation, subject to the following provisions of this Clause 13 . If the Software fails to operate in accordance with this warranty, you may, as your sole and exclusive remedy, obtain (at our option) either a replacement free of charge or a full refund, on condition that you return the defective medium to us or to the Reseller before the end of the Warranty Period with a dated proof of purchase; 

13.2. You acknowledge that the Software has not been developed to fulfil your specific requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software, as described in the documentation that accompanies it, meet those requirements. 

13.3. You acknowledge that the Software may not be free of errors or bugs and that its use may not be uninterrupted (and in particular, but without limitation, that your use of the Software may be interrupted as a result of interruptions in uptime affecting our server), and you agree that neither the existence of any minor errors nor occasional interruptions to your use of the Software shall constitute a breach of this Licence Agreement. We recommend that you maintain effective virus-detection procedures with regard to the Software. 

13.4. The warranties set out in Clause 13.1 shall not apply to the extent that the defect or non-conformity in question affecting the Software arose or was exacerbated as a result of:- 

13.4.1. any actual or attempted variation or modification of, or addition to, the Software or the medium on which it was supplied that was not made or approved in writing in advance by us, or by any abuse, corruption or incorrect use of the Software or the said medium, including without limitation their use in conjunction with incompatible equipment or programs; or 

13.4.2. the use by you of the Software in conjunction with an application, or a version of an application, that has not been approved by us, or has ceased to be approved by us in accordance with Clause 2.5. 

13.5. Without limiting the generality of Clause 13.6, you specifically acknowledge that: 

13.5.1. the Data has been provided to us by a third party; 

13.5.2. we have no direct or indirect control over the manner in which the Data is compiled or verified; and 

13.5.3. consequently, we accept no responsibility for the quality, reliability or accuracy of the Data, and we hereby exclude all liability for any costs, losses, expenses, damages or liability suffered or incurred by you and arising from your use of the Data, regardless of the nature of the same or the circumstances in which they were suffered or incurred. 

13.6. To the extent permitted by applicable law, we hereby disclaim all other warranties or conditions with respect to the Software and the medium on which it was supplied, whether express or implied, including but not limited to any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result. 

14. Limitation of Liability 

14.1. Subject to the following provisions of this Clause 14, our aggregate liability under or in connection with the Licence and Licence Agreement shall not exceed the Licence Fee applicable to your current Licence. 

14.2. In no event and under no circumstances shall we be liable for any damages resulting from loss of programs, data or use, loss of profits, loss of anticipated savings, loss of business or of business opportunity, loss of revenue or diminution of goodwill, nor for any pure economic loss or for any loss or damage that arises as an indirect or secondary consequence of any act or omission on our part, regardless of whether such damages were reasonably foreseeable or actually foreseen. 

14.3. You use the Data entirely at your own risk. We shall have no liability of any kind to you arising from any loss or damage incurred by you as the result of any business decision made, or any other action undertaken, by you or on your behalf in reliance upon the Data or any part of it. 

14.4. Nothing in this Licence Agreement limits our liability to you for death or personal injury resulting from our negligence, or for fraudulent misrepresentation. 

14.5. Your statutory rights as a consumer (if any) are not affected. 

14.6. All liability that is not expressly assumed in this Licence Agreement is hereby excluded. These limitations will apply regardless of the cause of action, whether under statute, in contract, tort (including but not limited to negligence), or any other cause of action. For the purposes of this Clause 14 the expressions “we”, “us” or "our" include our employees, sub-contractors and suppliers. You hereby acknowledge and agree that our employees, sub-contractors and suppliers shall have the benefit of the limits and exclusions of liability set out in this Clause 14 in accordance with the Contracts (Rights of Third Parties) Act 1999. 

14.7. You and we each acknowledge and agree that the limitations and exclusions of liability set out in this Clause 14 are reasonable and have been agreed taking into account the commercial value of this Licence Agreement to each party and the commercial standing of each party. 

15. Termination and Suspension 

15.1. We may terminate the Licence with immediate effect at any time by giving notice to you if:- 

15.1.1. you fail to comply with any of your obligations under this Licence Agreement; or 

15.1.2. the Data Provider informs us that it is unwilling to allow you to have access to the Data or any part of it. 

15.2. The Licence will terminate automatically, without notice to you, if you:- 

15.2.1. destroy the copies of the Software in your possession; 

15.2.2. voluntarily return the Software to us; or 

15.2.3. are granted a new Licence of a different kind of Software (that is to say, Trial Software, Lite Software, Express Software or Professional Software) from that which is the subject of your current Licence. 

15.3. Immediately upon the termination of the Licence (regardless of how termination arises) , you shall:- 

15.3.1. cease to use the Software; 

15.3.2. cease to do any other thing which you are authorised to do under this Licence; 

15.3.3. return to us all media in your possession in or on which the Software is stored (including without limitation any copies of the same or any part thereof in your possession, whether permitted copies or otherwise) or, if requested by us, shall destroy the same; 

15.3.4. delete the Software from any computer equipment on which it is stored electronically; and 

15.3.5. if we request in writing that you do so, certify in writing to us that all destructions and deletions required pursuant to Clauses 15.3.3 and 15.3.4 have been effected. 

15.4. In the event of termination of the Licence by us pursuant to Clause 15.1.2, we shall refund to you 1/365 of the Licence Fee paid by you in respect of each complete day of the unexpired residue of the term of the Licence following the effective date of its termination. 

15.5. In addition to our rights of termination under the Licence, we may suspend the Licence at any time, without your being entitled to any form of compensation, refund or other remedy of any kind, if we have reasonable grounds for so doing. 

16. Use of Information 

16.1. We shall be entitled to use any information about you that you have supplied to us in connection with the Licence or your purchase of it for the purpose of informing you about our products and services from time to time, and you agree that we may contact you for such purpose. 

16.2. We shall further be entitled to forward any information about you that you have supplied to us in connection with the Licence or your purchase of it to the Data Provider, to the extent that the Data Provider reasonably requires the same for its own internal management or administration purposes, including, without limitation, in order satisfy itself that you are not prohibited, under the Data Provider’s own policies or rules, from receiving Data from the Data Provider. Accordingly, you hereby consent to our providing such information to the Data Provider for the above purposes. 

17. Entire Agreement 

This Licence Agreement supersedes all prior agreements, arrangements and undertakings, and constitutes the entire agreement, between you and us relating to the subject matter hereof. Each of the parties confirms that it has not entered into this Licence Agreement in reliance upon any representation, statement or warranty that is not expressly incorporated into this Agreement. 

18. Severance  

If any provision of this Licence Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed and rendered ineffective as far as possible without modifying the remaining provisions of this Licence Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Licence or this Licence Agreement. 

19. Assignment and Sub-Contracting 

The agreement created by this Licence Agreement and the Licence itself are personal to you and you must not assign, transfer, sub-contract or otherwise part with any of your rights or obligations under it in it without our express prior written consent. 

20. Waiver 

No delay, neglect or forbearance on our part in enforcing against you any provision of this Licence Agreement shall either be or be deemed to be a waiver or in any way prejudice any of our rights under them. No right, power or remedy in this Licence Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party. 

21. Third parties 

Save to the extent expressly provided in this Licence Agreement, a person who is not a party to this agreement created by this Licence Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it. 

22. Governing Law and Jurisdiction 

The construction, interpretation, meaning, performance and enforcement of the Licence and this Licence Agreement shall be governed by and in accordance with English Law, and the parties hereby submit to the non-exclusive jurisdiction and procedure of the English Courts. 

23. Notices 

23.1. All notices and other communications required to be given under this Licence Agreement shall be in writing and shall be given by: 

23.1.1. delivery due notice or verification by hand, or sending it by first class post to, the following respective addresses: 

23.1.1.1. In the case of a notice sent by you, to our address as specified in Clause 1.1.1: and 

23.1.1.2. In the case of a notice sent by us, to the most recent address notified by you to us; or 

23.1.2. communicating the notice or notification by electronic mail and the most recent electronic mail address notified by the other party. 

23.1.3. Each notice given in accordance with this Clause 23 shall be deemed to have been given at the following respective times: 

23.1.4. in the case of a notice delivered by hand, on the day of delivery; 

23.1.5. in the case of a notice sent by post, on the second Working Day after the date of posting; or 

23.1.6. in the case of a notice sent by electronic mail, on the day on which is sent. 

Provided in each case that, if according to the above provisions, the notice would be deemed to be given otherwise than on a Working Day as defined in Clause 23.2, or if the actual time of delivery, transmission or sending (as the case may be) is later than 16.00 hours local time at the address to which it is delivered, transmitted or sent, that notice shall be deemed to have been given on the next Working Day. 

23.2. For the purposes of this Clause 23 the expression "Working Day" means any day except Saturdays, Sundays or any bank, customary, public or statutory holiday in England and Wales. 

23.3. It shall be sufficient in proving service that the notice or notification in question was correctly addressed and, as the case may be, delivered, committed to the post, transmitted by facsimile or sent by electronic mail. 

Annex: Payment Performance Terms 

You supply accounts receivable data to us, on behalf of your clients, for our Payment Performance Programme. 

All data provided can be returned to you upon request. Your clients’ information will be consolidated along with other participating members within our Payment Performance, Non Limited and e-series business reports. We will treat the information securely and we will not use any information that you feel should be excluded from the programme. We will keep confidential both your and your clients’ identity as a supplier of Payment Performance information.* 

We will deliver to your clients’, the agreed feedback. In compiling the initial information and all future contributions for our reports, we shall fully comply with the agreed interpretation of the sales ledger data provided. We cannot be held responsible for errors or omissions in the data provided, and as part of standard accountancy procedures your clients should check for such errors and omissions. Your clients’ should use reasonable skill and care in preparing their ledger. Please note that if a due date or terms code has not been provided to the payment performance team, then we will age all invoices as a standard 30-day term account as we are unable to identify your terms of trading. 

Both You and your clients’ should comply with all aspects of the 1998 Data Protection Act. This includes your clients’ informing their customers’ that they will monitor and record information relating to their trade performance and such records will be made available to credit reference agencies, who will share that information with other businesses in assessing applications for credit and fraud prevention. 

* (Please note that under the 1998 Data Protection Act, individuals can request a copy of personal data held on them. They are entitled to a copy of this data in most cases. We have an obligation to provide such data when requests are made)