Terms & Conditions

1. Definitions

In this Agreement the following words and expressions have the meanings set out below:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Client also referred to as “you”: The person and organization accessing the ClearCrypt services, whether paid or via free trial subscription. 

Force Majeure Event means an event beyond the reasonable control of a party including but not limited to strikes, lock-outs or other industrial disputes (whether involving the party’s workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or epidemic or default of suppliers

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world

Service: Web-based access to our data comparison platform.

Service Levels: the service level responses and response times referred to in clause 3

Term has the meaning given in clause 8.

Termination Date: the date on which this Agreement terminates in accordance with clause 8 or clause 15

Users: those employees, agents and independent contractors of the Client who are authorised by the Client to use the Service as further described in clause 11.

User Subscriptions: the user subscriptions purchased by the Client pursuant to clauses 4 and 5 which entitle Users to access and use the Service in accordance with this Agreement.

Social Engineering: Process to con unsuspecting users into compromising their security, transferring money or giving away sensitive information.

2. Contract

2.1 You agree that by selecting “Accept Terms & Conditions” within our contact forms or clicking “Join Now”, “Join ClearCrypt”, “Sign Up” or similar, registering, accessing or using our Services, you are agreeing to enter into a legally binding contract with ClearCrypt. If you do not agree to this contract (“Contract” or “User Agreement”), do not select “Accept Terms & Conditions” (or similar) and do not access or otherwise use any of our Services. If you wish to terminate this contract, at any time you can do so by notifying us on support@clear-crypt.com and no longer accessing or using our Services beyond the notice period. 

2.2 You are entering into this Contract with The Data Comparison Company Limited (“ClearCrypt”) (also referred to as “we”, “us”).

2.3 As a User of our Services, the collection, use and sharing of your personal data is subject to this Privacy Policy (which includes our Cookie Policy and other documents referenced in this Privacy Policy) and updates.

2.4 We may modify this Contract, our Privacy Policy and our Cookies Policy from time to time. If we make material changes to it, we will provide you notice through our Services, or by email, to provide you the opportunity to review the changes before they become effective. If you object to any changes, you may notify us on support@clear-crypt.com. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.

3. Service Levels

3.1 ClearCrypt undertakes to ensure that:

3.1.1 System availability will be at least 98% between the hours of 09:00 GMT and 17:00 GMT on all Business Days 

3.1.2 Support will be available between the hours of 09:00 GMT and 17:00 GMT on all Business Days and, in response to Client queries, initial diagnosis to be available within 2 (two) working hours with resolutions normally within 24 (twenty-four) hours.

4. Confidential Information

4.1 Each party shall maintain as confidential and shall not disclose to any person outside its employ, nor use for purposes other than performance of the service, any specifications, drawings, blueprints, data, business information, or other confidential information which the receiving party learns by virtue of this Agreement, except that the receiving party shall have no obligation as to Information that:

4.1.1 is already known to that party at the time of disclosure by the disclosing party, or

4.1.2 becomes known to the receiving party from another source without confidentiality restriction on subsequent disclosure or use, or

4.1.3 is or becomes part of the public domain through no wrongful act of the receiving party, its employees, agents or advisors, or

4.1.4 is disclosed with the prior written approval of the disclosing party, or

4.1.5 is disclosed pursuant to any judicial or governmental request, requirement or order provided that the receiving party takes reasonable steps to give the disclosing party sufficient prior notice in order to contest such request, requirement or order, or

4.1.6 is furnished to a third party by the disclosing party without similar confidentiality restriction on the third party.

4.1.7 This clause shall survive termination of this Agreement.

5. Intellectual property rights ownership

5.1 You acknowledge that:

5.1.1 all Intellectual Property Rights in the Service are the property of ClearCrypt or its licensors, as the case may be;

5.1.2 you shall have no rights in or to the Service other than the right to use them in accordance with the express terms of this Agreement.

6. Intellectual property rights obligation

6.1 ClearCrypt undertake to defend you from and against any claim or action that the provision, receipt or use of the services (wholly or in part) infringes any UK Intellectual Property Right of a third party (IPR Claim) and shall be responsible for any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against you as a result of, or in connection with, any such IPR Claim, provided that, if any third party makes an IPR Claim, or notifies an intention to make an IPR Claim against you, you shall:

6.1.1 give written notice of the IPR Claim to ClearCrypt as soon as reasonably practicable;

6.1.2 not make any admission of liability in relation to the IPR Claim without the prior written consent of ClearCrypt;

6.1.3 at ClearCrypt’s request and expense, allow ClearCrypt to conduct the defence of the IPR Claim including settlement; and

6.1.4 at ClearCrypt’s expense, co-operate and assist to a reasonable extent with ClearCrypt’s defence of the IPR Claim.

7. Limitation of Liability 

7.1 Neither party limits or excludes its liabilities for:

7.1.1 death or personal injury caused by its negligence or the negligence of its employees or agents;

7.1.2 fraud or fraudulent misrepresentation; or

7.1.3 any other matter in respect of which it would be unlawful for the parties to exclude liability.

7.1.4 Neither party shall be liable (whether for breach of contract, negligence or for any other reason) arising out of or in connection with this Agreement for any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services), loss of goodwill or reputation, indirect, consequential or special losses in any case, whether or not such losses were within the contemplation of the parties at commencement of this Agreement.

7.1.5 Each party’s total aggregate liability (whether in relation to breach of contract, negligence or otherwise) under or in connection with this Agreement shall be limited to the amount paid or payable by Client under this Agreement.

7.1.6 The foregoing limitation of liability shall not apply to claims related to breach of confidentiality or Intellectual Property Rights.

7.2 ClearCrypt and its affiliates make no representation or warranty about the services, including any representation that the services will be uninterrupted or error-free, and provide the services on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, ClearCrypt and its affiliates disclaim any implied or statutory warranty. 

7.3 To the fullest extent permitted by law (and unless ClearCrypt has entered into a separate written agreement that overrides this contract) ClearCrypt, including its affiliates, will not be liable in connection with this contract for lost profits or lost business opportunities, reputation, loss of data or any indirect, incidental, consequential, special or punitive damages.

7.4 ClearCrypt and its affiliates will not be liable to you in connection with this contract for any amount that exceeds the total fee paid or payable by you to ClearCrypt for the services during the term of this contract.

8. Term

8.1 This Agreement will commence on the date upon the user creates their login.

8.2 Either party may terminate this Agreement either (i) during the initial 30 (thirty) days, by giving written notice (which can be by email) of termination to expire at the end of the initial 30 (thirty) days or (ii) by giving to the other not less than 90 (ninety) days’ written notice (which can be by email) to expire on the last day of any calendar month. If paying on an annual or 6 monthly basis, you are committed to this agreement for that length of time with no ability to terminate early.

9. Fees

9.1 This service will be free of charge for the first thirty (30) days. Thereafter the fee will be £130 per user per month (unless ClearCrypt has agreed an introductory offer with Client, that differs)

9.2 Any adjustment in fees will be communicated to Client in writing or via email with 90 days’ notice of such adjustment. If you are paying on an annual or 6 monthly basis, prices may differ.  

10. Payment Terms

10.1 ClearCrypt will invoice Client the fees, in advance of the beginning of each month and Client will remit the necessary sum to ClearCrypt within 30 (thirty) days of receipt by Client of a correct invoice. 

10.2 If client commits to an annual or 6 month license, then ClearCrypt will invoice Client an Annual or 6 month invoice and Client will remit the necessary sum to ClearCrypt within 30 (thirty) days of receipt by Client of a correct invoice.

10.3 If the Client fails to pay any invoice by the due date for payment then ClearCrypt:

10.3.1 reserves the right to invoice Client the remaining residual value of the contract for payment within 30 days of the date of invoice;

10.3.2 may deny access to the Service and suspend the licence to use the platform granted by this Agreement until payment is received in full in cleared funds. Charges for any period of denial of access will still apply and be payable as per the above payment terms. 

10.4 In addition to the remedies available under clause 10.3 Client shall be liable to pay interest to ClearCrypt on any sum not paid according to the above payment terms from the due date for payment at the annual rate of eight percent (8%) above the base lending rate from time to time of the Bank of England or such other rate as may be permitted under the Late Payment of Commercial Debts (Interest) Act 1998 from time to time. Interest shall accrue on a daily basis until payment is made, whether before or after any judgment. 

10.5 Client agrees to fully indemnify ClearCrypt against any and all third-party costs incurred in the pursuit of payment.

10.6 VAT and other taxes (where relevant) will be added to such invoices and be subject to the same payment terms.

11. Users

11.1 Subject to payment of the Fees, the restrictions set out below and the other terms and conditions, ClearCrypt hereby grants you a non-exclusive, non-transferable, revocable licence, without the right to grant sub-licences, to permit the Users to use the Service during the Term solely for your business operations.

11.2 You warrant that:

11.2.1 The maximum number of Users that you authorise to access and use the Service shall not exceed the number of User Subscriptions you have purchased from time to time;

11.2.2 You will not allow or suffer any User Subscription to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Service;

11.2.3 Each User shall keep a secure password for their use of the Service and that each User shall keep their password confidential;

11.2.4 You will comply with all applicable laws, including, without limitation, privacy/data protection laws, intellectual property laws, anti-spam laws, export control laws, tax laws and regulatory requirements;

11.2.5 You will use your real name and company name on your user profile; and

11.2.6 You will use the Services in a professional manner.

11.3 You shall NOT:

11.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

11.3.2 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute in order to build a product or service which competes with the Service; or

11.3.3 subject to Clause 19, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the Users.

11.3.4 create a false identity on ClearCrypt, misrepresent your identity, create a user profile for anyone other than yourself (a real person), or use or attempt to use another’s account;

11.3.5 develop, support or use software, devices, scripts, robots or any other means or processes on or to the ClearCrypt platform;

11.3.6 override any security feature or bypass or circumvent any access controls or use limits of the Service;

11.3.7 disclose information that you do not have the consent to disclose (such as confidential information of others);

11.3.8 violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights;

11.3.9 violate the intellectual property or other rights of ClearCrypt, including, without limitation, (i) copying or distributing our learning videos or other materials or (ii) copying or distributing our technology; (iii) using the word “ClearCrypt” or our logos in any business name, email, or URL;

11.3.10 inject anything that contains software viruses, worms, or any other harmful code into ClearCrypt;

11.3.11 reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;

11.3.12 imply or state that you are affiliated with or endorsed by ClearCrypt without our express consent;

11.3.13 rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without ClearCrypt’s consent;

11.3.14 use bots or other automated methods to access the Services;

11.3.15 monitor the Services’ availability, performance or functionality for any competitive purpose;

11.3.16 engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;

11.3.17 interfere with the operation of the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or place an unreasonable load on the system

12 Additional user subscriptions

12.1 Subject to clause 12.2 and clause 12.3,  the Client may, from time to time during the Term, purchase additional User Subscriptions and ClearCrypt shall grant access to the Service to such additional Users in accordance with the provisions of this Agreement.

12.2 If the Client wishes to purchase additional User Subscriptions, the Client shall notify ClearCrypt in writing (which may be by email). ClearCrypt shall evaluate such request for additional User Subscriptions and respond to the Client with approval or rejection of the request (such approval not to be unreasonably withheld). Where ClearCrypt approves the request, ClearCrypt shall activate the additional User Subscriptions within [7] days of its approval of the Client’s request.

12.3 If ClearCrypt approves the Client’s request to purchase additional User Subscriptions, the Client shall, within 30 days of the date of ClearCrypts’ invoice, pay to ClearCrypt the relevant fees for such additional User Subscriptions set out in the Fees section of this agreement. 

13 Notices and Messages

13.1 You agree that we will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided us (email or postal). You agree to keep your contact information up to date.

13.2 By submitting suggestions or other feedback regarding our Services to ClearCrypt, you agree that ClearCrypt can use and share (but does not have to) such feedback for any purpose without compensation to you or permission from you.

13.3 All notices, authorisations and requests, including any that are specified as to be written or in writing, in connection with this Agreement may be given by conventional mail services or by email and will be deemed given (i) three (3) days after postage by first class conventional mail or (ii) on the date sent and received by email.

14 Limits

14.1 ClearCrypt reserves the right to limit your use of the Services, including the number of comparisons. 

14.2 ClearCrypt reserves the right to restrict, suspend, or terminate your account if you breach this Contract or the law or are misusing the Services.

15 Termination

15.1 Both you and ClearCrypt may terminate this Contract at any time with 90 days’ notice to the other. On termination, you lose the right to access or use the Services. 

15.2 The following shall survive termination:

15.2.1 Our rights to use and disclose your feedback;

15.2.2 Sections 7, 10, 13, 15, 16, 19 of this Contract;

15.2.3 Any amounts owed by either party prior to termination remain owed after termination.

15.2.4 Any obligations that can reasonably be interpreted as surviving termination any expiration or termination of this contract.

15.3 Further to the above without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may at any time terminate this Agreement with immediate effect by giving written notice to the other party if:

15.3.1 The other party commits a material breach of any term of the Agreement 

15.3.1 The other party shall cease carrying on business in the normal course, or shall call a meeting of its creditors or make a proposal for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or for any other composition or scheme of arrangement with (or assignment for the benefit of) its creditors, or shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if a trustee, receiver, administrative receiver or other similar officer is appointed or a meeting is convened for the purpose of considering a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or it is the subject of an administration order or any event or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an equivalent effect.

15.4 Further to the above, If you have paid upfront for a longer period than when you terminate, there will be no refund.

16 Governing Law 

16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by the Laws of England and Wales and both parties hereby submit to the exclusive jurisdiction of the English courts.

17 General Terms

17.1 If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract.

17.2 This Contract (including additional terms that may be provided by us when you engage with additional features of our Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services and shall prevail over any terms and conditions appearing in Client’s purchase orders, to which notice of objection is hereby given.  

17.3 If we don’t act to enforce a breach of this Contract, that does not mean that ClearCrypt has waived its right to enforce this Contract. You may not assign or transfer this Contract (or your use of Services) to anyone without our consent. However, you agree that ClearCrypt may assign this Contract to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Contract.

17.4 ClearCrypt are not responsible for Social Engineering attacks that appear to use ClearCrypt’s details.

18 Data Protection Obligations

18.1 The parties shall each comply with all applicable data protection legislation.

19 Assignment

19.1 The Client may not assign or otherwise transfer any of its rights or obligations under this Agreement without prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

19.2 ClearCrypt may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

20 Force Majeure

20.1 Neither party will be liable to the other party as a result of any delay or failure to perform its obligations as a result of a Force Majeure Event.

21 Third Party Rights

21.1 The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

22 How To Contact Us

22.1 For general inquiries, you may contact us by email on support@clear-crypt.com. For legal notices or service of process, you may write us at Unit 11, Riverside Park, Farnham, GU9 7UG, UK.