Terms and Conditions B2B Portal

ABOUT US

www.ismybillfair.com (the “Portal”) is owned and operated by Nineteen21 Limited (“we”, “us”, “our”). We are a limited company incorporated in England and Wales under company number 10640637. Our registered office address is Acre House, 11-15 William Road, London, NW1 3ER.

We provide consumers with an online platform at www.ismybillfair.com which allows them to compare their bills for certain products and services (collectively “Products”) with what others pay for comparable Products. Based on that information we also help to facilitate each customer’s choice to challenge their current provider or to switch to an alternative provider.

As a result of those services we have generated and compiled various data relating to our customers based on the information they give to us, together with information relating to comparable Products available on the market. As part of our recent communications with your organisation (the “Provider”) we have agreed to permit authorised users from within the Provider to have access to the Portal and:

• details of those customers who have chosen to challenge their Provider, where the Provider is their current service provider, in order for the Provider to contact such customers in connection with their account and the Product concerned (“Customer Data”); and
• any other information we may make available to you on the Portal from time to time, which may include (without limitation):
  • details of comparable Products we have shared with customers who have chosen to challenge their Provider; and/or
  • anonymised data relating to customers who have chosen to “Switch” from the Provider to an alternative provider,

(collectively “Market Data”),

the Customer Data and Market Data together comprises the “Data”.

Use of the Portal is subject to the Provider’s, and each authorised user’s (“you”, “your”), compliance with these terms and conditions (and any documents referred to herein) (collectively the “Terms”).

THESE TERMS AND CONDITIONS

Please read these Terms carefully before you login to the Portal. By logging in to the Portal you confirm you have the authority to bind the Provider and acknowledge that you accept these Terms on its behalf and that you agree to abide by them. If you do not agree to these Terms you must not access the Portal.

We recommend that you print a copy of these Terms for future reference, but please note we may amend these Terms from time to time so whenever you use the Portal please check this page to ensure you understand the Terms that apply at that time. The amended Terms will be effective from the date they are posted on the Portal. Your continued use of the Portal will constitute your (and Provider’s) acceptance of the amended Terms.

If you have any questions about these Terms please contact us at the following email address: Partners@ismybillfair.com.

ACCESS

Accessing the Portal

Each authorised user from within the Provider is required to apply for an ismybillfair Portal account with us (“Account”). On receiving your application we will verify your identity with your Provider to ensure you are authorised to access the Account on their behalf. Please note, we reserve the right to reject any application for an Account at our absolute discretion. If approved, we will notify you by email and provide you with details of your Account and login details, together with a link to these Terms.

By accessing the Portal through the Account you are confirming that you are an authorised user, as designated by the Provider. You are responsible, on behalf of the Provider, for all activity conducted through the Account.

You must treat all information relating to the Account (including any user identification codes, passwords or any other information required as part of our security procedures) as confidential. You must not disclose it to any third party or share it with any other person within the Provider. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you, the Provider (or any other authorised user within the Provider) have failed to comply with any of the provisions of these Terms.

If you become aware of any misuse of the Portal, or any security breach in connection with these Terms that could compromise the security or integrity of the Portal or otherwise adversely affect us or if you learn or suspect that the Account has been accessed by any unauthorised person, you must promptly notify us at Partners@ismybillfair.com and fully co-operate with us to remedy the issue as soon as reasonably practicable.

Free Trial

You are permitted to use the Portal, free of charge, for a limited period of time, which we will determine at our sole discretion (the “Free Trial”). We will notify the Provider when the Free Trial is about to expire. Following expiry of that Free Trial we will disable your Account and your access to the Portal will terminate with immediate effect.

Please note, we have the right to terminate the Provider’s subscription and your access to the Portal at any time during the Free Trial. The Provider may also terminate its subscription and access to the Portal at any time during the Free Trial.

Partner Agreement

The Provider can opt to upgrade to a paid for subscription by entering into our Partner Agreement at any time during or after expiry of the Free Trial. If the Provider enters into our Partner Agreement, subject to payment of the applicable subscription fees, your access to the Portal will then continue for the agreed subscription term (as set out in the Partner Agreement). Please contact Partners@ismybillfair.com for more information about the Partner Agreement.

Amending or Disabling your Access

Please note, the Provider has the right to change its designated authorised users at any time. If we receive instructions to change the authorised user(s) associated with the Account we reserve the right to disable your access to the Account and you will no longer be able to use the Portal. You acknowledge that we are not responsible for determining the identity of authorised users within the Provider so please contact the Provider if you have any questions concerning your access.

Without prejudice to our other rights and remedies, we reserve the right to suspend or terminate access to the Account if at any time any (actual or suspected) unauthorised use is made of the Portal and such use is attributable to you, or any act or default of, or through, the Provider.

YOUR RESPONSIBILITIES

Scope of Access

Subject always to your compliance with these Terms, you are permitted (on a limited, non-exclusive, non-transferable, revocable basis) to access the Portal and to:

• access, view and download (but not modify) the Data, in Excel format only, on any information technology system or systems owned or operated by the Provider from which Data is received in accordance with these Terms (“Provider System”);
• store the Data on the Provider System; and
• make the Data available internally within the Provider,

for the Provider’s internal business purposes only.

In respect of the Customer Data only, you are permitted to use such Customer Data in order to contact the customers in connection with their requests to “Stay” with the Provider and thereafter in accordance with the Provider’s privacy policy and contract terms in place with such customers.

The rights granted above are personal to you (only as an authorised user on behalf of the Provider) and the Provider, and neither of you are permitted to grant any sub-licenses or otherwise transfer or dispose of the rights granted to you under these Terms to any third party without our prior written consent.

Use Restrictions

You may use the Portal and Data for lawful purposes only. You must not, except to the extent expressly set out in these Terms or as may be allowed by any applicable law which is incapable of exclusion:

• interfere with or disrupt services or servers or networks connected to the Portal or attempt to interfere, in any manner, with the functionality or proper working of the Portal;
• attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Portal or Data;
• attempt to re-use, reproduce, reverse compile, disassemble, reverse engineer, attempt to discern any software, including source code, used by or otherwise relating to the Portal, or otherwise reduce to human perceivable form all or any part of the Portal; or
• access all or any part of the Portal or Data in order to build a product or service which competes with the Portal (or any of the services available at www.ismybillfair.com).

You must comply with any reasonable instructions, directions and training provided by us from time to time in connection with your use of the Portal.

You must not use the Portal or Data:

• in any way that breaches any applicable local, national or international law or regulation;
• in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
• in any way that infringes the rights, including copyright, database rights, trade marks and the right to privacy, of any person;
• for the purpose of harming and/or harassing or attempting to harm and/or harass anyone in any way;
• to send, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
• with any automated software, process, program, robot, web crawler, spider, data mining, trawling or other “screen scraping” software, process, program or system; or
• to knowingly transmit any data, send or upload any material that contains viruses, malicious code, Trojans, worms, time-bombs, logic bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code that could adversely affect the operation of the Portal.

Third party websites

Links to third party websites contained on the Portal (or in our emails to you) are provided for your information and convenience only. These websites are owned and operated by third parties and we have no control over the contents of those sites or resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.

We do not endorse, recommend or accept responsibility for any of the service providers or their products published on the Portal or otherwise detailed in the Data, or any other third parties, their products or services, their websites or for any information, opinions or views given or advice provided by any service provider or such third parties (whether on their websites or otherwise).

AVAILABILITY

The Provider is responsible for configuring its information technology, computer programmes, network connections and servers in order for you to access the Portal and the Provider shall, at all times, at its own cost, be responsible for ensuring you have an appropriate and secure internet connection of suitable bandwidth to enable access to the Account.

You acknowledge, on behalf of the Provider, that:

• complex software is never wholly free from defects, errors, bugs or viruses (or anything else which may have a harmful effect on any technology) and we give no warranty or representation that the Portal or any Data will be wholly free from such defects, errors, bugs or viruses (or anything else which may have a harmful effect on any technology);
• we do not warrant or represent that the Portal, Data, or any other material on the Portal, will always be available, accessible, error-free, uninterrupted or that the contents will always be accurate;
• we assume no responsibility and shall not be liable for any loss or damage caused by a virus, or other technologically harmful material that may infect your systems or devices, or the Provider System or any other equipment or other property on account of your access to, use of, or browsing of, the Portal, and websites linked to it;
• the transmission of information via the Internet is not completely secure and as such we cannot guarantee the security of any data transmitted to the Portal; any transmission is at your, and the Provider’s, risk; and
• the Provider is responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the Internet.

DATA PROTECTION

“Applicable Data Protection Law” means (a) the Data Protection Act 1998 or any other local implementing legislation of Directive 95/46/EC; or (b) from 25 May 2018, the General Data Protection Regulation ((EU) 2016/679) (“GDPR”); (c) the Electronic Communications (EC Directive) Regulations 2003; and (d) and any applicable superseding or replacement legislation.

Market Data will only be made available on the Portal in an anonymised format. Customer Data will however include personal data (as defined under Applicable Data Protection Law). Where you use any Customer Data under these Terms we will be the data controller and the Provider will be the data processor. As data processor the Provider must:

• comply at all times with Applicable Data Protection Law;
• process the personal data only in accordance with these Terms and our instructions;
• implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
• only permit the personal data to be processed by persons who are bound by enforceable obligations of confidentiality;
• remain entitled to appoint third party sub-processors. Where the Provider appoints a third party sub-processor, it shall, with respect to data protection obligations:
  • ensure that the third party is subject to, and contractually bound by, at least the same obligations as the Provider; and
  • remain fully liable to us for all acts and omissions of the third party;
• notify us without undue delay after becoming aware that it has suffered a personal data breach;
• at our cost, permit us (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit the Provider’s data processing activities to enable us to verify and/or procure that the Provider is complying with its obligations under this paragraph 6;
• assist us in responding to requests from data subjects who are exercising their rights under the Data Protection Law;
• assist us in complying with our obligations pursuant to Articles 32-36 of the GDPR (or such corresponding provisions of Applicable Data Protection Law), comprising (if applicable): (a) notifying a supervisory authority that we have suffered a personal data breach; (b) communicating a personal data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority; and
• unless applicable law requires otherwise, upon termination of the subscription delete all personal data provided by us to you.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge (on behalf of the Provider) that, as between you, the Provider and us:

• all intellectual property rights (including, without limitation, all copyright and related rights, database rights, design rights, patents, rights to inventions and trade marks (whether or not registered)) in the Portal and Data (including all underlying proprietary techniques, systems, services, methodologies, presentational formats and navigational structures which enable us to make the Portal and Data available), and in all materials connected with the same, belong to us or our licensors, as the case may be, at all times;
• neither you, nor the Provider, shall have any rights in or to the Portal or Data other than the right to use the same strictly in accordance with these Terms;
• we (or our licensors) have made and will continue to make substantial investment in obtaining, selecting, coordinating, developing, presenting and supplying the Data; and
• any goodwill generated through your use of the “ismybillfair” trade marks shall accrue to, and belong, only to us.

To the extent you download and/or print any of the Data, you must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any images, logos, trade marks, illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the owners of the Data and authors of any other content on the Portal must always be acknowledged and the copy must retain any copyright or other intellectual property notice contained in the original material, or, if none appears, in the form of “© Nineteen21 Limited 2018”.

If you print off, copy or download any part of the Data, or any other material available on the Portal, in breach of these Terms, your right to use the Portal will cease immediately, we will disable the Account, and you must, at our option, return or destroy any copies of the materials you have made.

OUR RESPONSIBILITIES TO YOU

RELIANCE ON THE DATA

THE DATA AND OTHER MATERIAL DISPLAYED ON THE PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY GUARANTEES, CONDITIONS OR WARRANTIES AS TO ITS ACCURACY. THE DATA COMPRISES INFORMATION OUTSIDE OF OUR CONTROL AND, ALTHOUGH THE PORTAL, AND DATA, HAS BEEN COMPILED IN GOOD FAITH, WE DO NOT WARRANT OR REPRESENT THAT THE DATA WILL ALWAYS BE COMPLETE, ACCURATE, TRUE, UP-TO-DATE AND/OR OF VALUE TO YOU OR THE PROVIDER. IT IS YOUR, AND THE PROVIDER’S, RESPONSIBILITY TO DETERMINE WHETHER THE PORTAL AND DATA MEETS YOUR REQUIREMENTS.

Please note, we reserve the right to add, amend, delete, edit, remove or modify any information, content, material or Data displayed or available on the Portal at any time and without notice.

Our Liability

Nothing in these Terms shall limit or exclude our liability for:

• death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
• fraud or fraudulent misrepresentation; and
• any matter in respect of which it would be unlawful for us to exclude or restrict liability.

Subject to the above:

• we will not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill or similar losses, or pure economic loss, or for any indirect or consequential loss, costs, damages, charges or expenses however arising; and
• our total liability to the Provider in respect of any loss or damage arising under or in connection with your use of the Portal, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in all circumstances be limited to: (i) £100 during any Free Trial; and/or (ii) the subscription fees paid by the Provider in the 3 months immediately preceding the date on which the claim (or series of connected claims) arose, in connection with any paid for subscription.

Changes to the Portal

We often make changes to or update the Portal. This is sometimes because our services have changed, because our priorities as a business have changed, because our users’ needs have changed or for any other reason we deem appropriate. We may also be required to change the services that we provide or the manner in which we provide those services to reflect changes in relevant laws and regulatory requirements or implement technical adjustments and improvements. These changes may affect the provision of the Portal and/or Data to you.

We also reserve the right to modify our systems, networks, system configurations and/or routing configuration and/or to modify or replace any hardware or software in our network or in equipment used to deliver the Portal over our network, provided that such modifications do not materially affect the nature or quality of the Portal.

OTHER TERMS THAT MAY APPLY TO YOU

We will use the personal information you provide to us to provide you with access to the Portal.

Our Privacy Policy also applies to your use of the Portal and tells you the terms on which we process the personal data we collect from you, or that is provided to us.

OTHER IMPORTANT TERMS

Force Majeure. We will have no liability to you, or the Provider, under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or the Provider’s), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that we notify the Provider of such an event and its expected duration. If a delay or failure continues beyond 30 days, the Provider may terminate its subscription to the Portal in whole or in part on written notice to us.

Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Entire agreement. These Terms (together with the documents referred to herein) constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between us and the Provider relating to its subject matter. We each acknowledge that in entering into these Terms we do not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms. Nothing in this clause shall limit or exclude any liability for fraud.

No partnership or agency. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between us and the Provider, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

Third-party rights. Save for the Provider, no one other than a party to these Terms shall have any right to enforce any of its terms.

Notices. Any notice or other communication required to be given to a party under or in connection with these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first class post or other next working day delivery service, at our (or the Provider’s) registered office address (as applicable).

Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt, or otherwise at 9.00 am on the second business day after posting or at the time recorded by the delivery service. This does 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.

Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

We each irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).