Terms and conditions of use of 60-second debt test
Terms and conditions as of 2 June 2015
1.1 Save where the context requires otherwise, the following terms shall have the following meanings:
has the meaning given to it in section 5.1.
means e-mail and electronic facsimile.
- Content from religious bodies whose views or theology may reasonably be considered to be intolerant of others.
- Content that promotes any tobacco products or any other goods bearing tobacco applicant brands, when the website may reasonably be expected to be one that under 16s may visit and read.
- Content that promotes any alcohol products or any other goods bearing alcohol applicant brands, when the website may reasonably be expected to be one that under 16s may visit and read.
- Content that promotes weapons, the armaments industry and gun clubs.
- Content that promotes betting and gambling, when the website may reasonably be expected to be one that under 18s may visit and read.
- Content that promotes sexual and erotic services, including escort agencies, when the website may reasonably be expected to be one that under 16s may visit and read.
- Content that requires a user to use a premium rate phone number without clear and obvious language stating that the number is premium rate.
- Content that promotes, encourages or facilitates violence.
- Content that promotes, encourages or facilitates terrorism or other activities that risk UK national security.
- Content that incites hatred whether based on race, religion, gender, sexuality or otherwise, or otherwise promotes encourages or facilitate anti-social behaviour.
- Content that discriminates against any specific social group or otherwise exploits the vulnerable.
- Content that promotes, facilitates or encourages illegal activity;
- Content that may reasonably be considered misleading or fraudulent.
- Content that exploits the credulity, lack of knowledge or inexperience of consumers.
- Content that concerns, encourages or facilitates pyramid promotional and Ponzi schemes.
- Content for services or offerings that may infringe an individual privacy, data protection rights or consumer rights.
- Content that promotes, facilitate or encourages users to become indebted without clearly explaining that indebtedness will occur and/or without recommending the user to research and consider other options to achieve the same aim.
- Content that may reasonably be considered to bring StepChange Debt Charity into disrepute.
shall include all material that: (i) is, or may reasonably be interpreted by StepChange Debt Charity as being libellous, defamatory, pornographic, sexually explicit, gratuitously violent or a hate site (on grounds of race, religion, gender, disability, age or sexual orientation); or (ii) contains, or may reasonably be interpreted by StepChange Debt Charity as containing offensive text; or (iii) condones or encourages, or may reasonably be interpreted by StepChange Debt Charity as condoning or encouraging unlawful acts.
means including without limitation.
is intellectual property including any proprietary technology, trade-marks, service marks, patent, petty patent, registered design, copyright, design right, any publication right, performers property rights, extended or revived copyright (including rights in computer software), know-how, secret formulae and processes, lists of licensees and customers and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, data, database rights (including rights of extraction) or any similar rights exercisable in any part of the world and shall include any applications for the registration of any patents or registered designs or similar registerable rights in any part of the world.
means all laws, statutes, enactments, orders, regulations and similar instruments, the requirements of any court with relevant jurisdiction and any local, national or supranational agency, inspectorate, minister, ministry, official or public or statutory person of the government of the United Kingdom, the European Union or any other relevant jurisdiction.
means text, data, video, audio, diagram, animation assets, tools, images and pictures delivered or made available to you pursuant to the terms of this Agreement and also includes StepChange Debt Charity Branding.
means either you or StepChange Debt Charity, and “Parties” means both you and StepChange Debt Charity.
means: the terms and conditions stipulated herein, as amended from time to time.
“StepChange Debt Charity” or “we” or “our”
Foundation for Credit Counselling trading as StepChange Debt Charity (is a company limited by guarantee registered in England and Wales (Company No: 2757055) and a charity registered in England and Wales (Registered Charity No: 1016630) whose registered office is at Wade House, Merrion Centre, Leeds LS2 8NG and includes any successors and assignees of StepChange Debt Charity.
“StepChange Debt Charity Branding”
means the name, trade and service marks of StepChange Debt Charity attached to the Licensed Material.
1.2. Save where the context requires otherwise, the following terms shall have the following meanings:
1.3. Headings are for ease of reference only and shall not affect construction.
1.4. Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing whole shall be treated as including a reference to any part thereof.
1.5. A reference to a statute or a statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2. LICENSED MATERIAL, LICENSES, OWNERSHIP AND INTELLECTUAL PROPERTY
2.1 You understand and agree that all Intellectual Property rights in the Licensed Material are the property of StepChange Debt Charity or its licensors, as the case may be.
2.2 StepChange Debt Charity retains all right, title, and interest in and to the Licensed Material (including all right, title and interest in and to any goodwill subsisting or residing in the Licensed Material). You shall not acquire any rights to any other Intellectual Property owned or licensed by StepChange Debt Charity, whether pre-existing or subsequently created, unless expressly agreed between the Parties in writing.
2.3 StepChange Debt Charity hereby grants you a non-exclusive, limited, revocable, non-transferable, non-sublicensable and royalty-free licence, to:
2.3.1 link to the Licensed Material in a manner that causes the Licensed Material or any portion of them to display within a frame on your website; and
2.3.2 solely for the purpose of providing your website users with financial information and materials to assist in building their financial capability.
2.4 For the avoidance of doubt, the Licensed Material is being made available to you free of charge.
2.5 StepChange Debt Charity retains the right, without any obligation or prior notice and without liability, to modify, update, withdraw, disable, disconnect or deny access to the Licensed Material at any time, and may suspend or terminate access indefinitely (and in all cases at its sole discretion).
2.6 You agree that any goodwill derived from the use by you of the Licensed Material shall accrue to StepChange Debt Charity. StepChange Debt Charity may at any time call for a confirmatory assignment of that goodwill, and you shall immediately execute it and do all and any other required acts to complete such assignment.
2.7 Your license rights are limited to those expressly granted herein, and StepChange Debt Charity reserves all other rights.
2.8 You shall not and shall not allow any third party to:
2.8.1 modify or adapt the Licensed Material;
2.8.2 create derivative works based in whole or in part on the Licensed Material;
2.8.3 make unauthorized copies of the Licensed Material or any part of it;
2.8.4. remove, alter or disable any canonical link embedded or displayed within the Licensed Material such that StepChange Debt Charity is not identified as the original source of the content to third parties (such as search engine providers), or the search engine optimisation (SEO) of StepChange Debt Charity website is compromised or otherwise prejudiced;
2.8.5. display the Licensed Material in any context that could reasonably be inferred to bring StepChange Debt Charity into disrepute or damage the reputation, goodwill or brand of StepChange Debt Charity; or,
2.8.6. do any act that will or may weaken, damage or be detrimental to the Licensed Material or the reputation or goodwill associated with the Licensed Material or StepChange Debt Charity, or that may invalidate or jeopardise any registrable rights of the Licensed Material; or,
2.8.7. use any images or pictures supplied as part of the Licensed Material for any purpose outside of the that described in clause 2.3.2 and, for the avoidance of doubt, only in conjunction with the Licensed Material supplied by StepChange Debt Charity with such images or pictures;
2.8.8. display the Licensed Material:
126.96.36.199. in a context from which it may be reasonably inferred that StepChange Debt Charity is promoting or recommending:
188.8.131.52.1 a specific financial product, service or advice; or
184.108.40.206.2. financial products, services or advice from a specific financial product or service provider or financial adviser; or
220.127.116.11.3. that an end user take a specific course of action including, but not limited to, the purchase of a financial service or product or the taking of financial advice save to the extent that such recommendation is generic and be understood and interpreted as generally sound financial advice. For the avoidance of doubt, no Licensed Material may be displayed in a way such that an end user could infer that StepChange Debt Charity is recommending that they undertake any action and that by taking such action the end user shall remedy any specific financial concern or problem that he has, or believes he has;
18.104.22.168. in conjunction with any Excluded Content or Excluded Advertising; or
22.214.171.124.1. gain or attempt to gain unauthorised access to any of StepChange Debt Charity’s systems or networks, nor reverse engineer, decompile or disassemble or otherwise attempt to discover the source code to such systems; or
126.96.36.199.2. apply for or obtain registration of any registerable rights to the Licensed Material for any goods or services in any country; or
188.8.131.52.3. without the prior written consent of StepChange Debt Charity, reproduce the Licensed Material for direct or indirect financial gain (including, without limitation, in any product or service for which a fee or subscription is charged), and StepChange Debt Charity shall be entitled to withhold such consent in its sole discretion. For the purposes of this section 2.8.11 “Incremental Value” means integrating the Licensed Material in a way that makes such content more accessible or easier to use, or targets users who are otherwise unlikely to access such content. For the avoidance of doubt, providing a link to StepChange Debt Charity website will not be considered to be adding Incremental Value; or
184.108.40.206.4. delete, remove, modify, obscure, fail to reproduce or in any way interfere with any proprietary, trade secret or copyright notice appearing on or incorporated in any Licensed Material; or
220.127.116.11.5. apply for or obtain registration of any trade or service mark in any country which consists of, or comprises, or is confusingly similar to StepChange Debt Charity Branding or any other trade or service marks that form a part of the Licensed Material.
2.9. You may display the Licensed Material in conjunction with advertising material providing that the advertising category is not Excluded Advertising, and that all such advertising material is compliant with all applicable advertising and professional body codes and regulations.
2.10. You shall refrain from all activities that may, by operation of law or equity expand the limited licenses in sections 2.3 and 2.8, or infer or give the impression that the license is larger than the limits stated therein.
2.11 You shall fully and promptly comply with all instructions of StepChange Debt Charity regarding the use and display of the Licensed Material, including instructions to remove Licensed Material from, or amend the way in which Licensed Material is presented on your website.
3. DATA PROTECTION
3.1 In using the Licensed Material, you shall ensure that it is, and shall remain at all times, be compliant with your obligations under the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all other applicable Laws.
4. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS
4.1. You warrant and represent that you have full capacity, authority and all necessary consents to enter into these Terms, that, where applicable, these Terms are accepted by your duly authorised representative, and that you have fully complied with, and shall continue to comply fully with, all applicable laws and regulations.
4.2. StepChange Debt Charity provides no warranty of any kind, express or implied with regard to the Licensed Material and disclaims all implied and statutory warranties to the maximum extent permitted by law.
4.3. You warrant, represent and undertake that:
4.3.1. you will refrain from all activities that actually, or could reasonably be predicted and inferred to cause any form of reputational damage to StepChange Debt Charity; and
4.3.2. you will not represent yourself as being StepChange Debt Charity, a representative or agent thereof or as being engaged in any form partnership or joint venture with StepChange Debt Charity; and
4.3.3. your information technology systems, data management systems, standards and procedures are sufficient to allow you to compliantly undertake your obligations herein throughout the term of this Agreement and to be compliant with all applicable Laws.
4.4 StepChange Debt Charity has taken all reasonable care to ensure that the Licensed Material contains no errors, viruses or defects. However, StepChange Debt Charity does not warrant that this is the case and you acknowledge that your use of the Licensed Material is at your discretion and risk. You will take all reasonable precautions to protect your systems, software and data from viruses.
4.5 You agree to use commercially reasonable efforts to place appropriate limits on your systems, software code whose purpose is to disrupt, damage or interfere with systems, software, or data, and agree to avoid introducing viruses into StepChange Debt Charity’s systems through the access and use of the Licensed Material. Such efforts shall include, without limitation, the use of commercially reasonable virus protection, firewall and security software.
5. THIRD PARTY INTELLECTUAL PROPERTY AND OTHER INDEMNITIES
5.1. Subject to section 5.2, you agree to indemnify and hold StepChange Debt Charity harmless against all liabilities, costs, expenses, damages and losses (including any direct losses, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) (each a “Claim”) suffered or incurred by StepChange Debt Charity arising out of or in connection with your exercise of your rights under these Terms or any breach by you of these Terms, including the following:
5.1.1. any Claim for actual or alleged infringement of the Intellectual Property rights of a third party arising from any use of the Licensed Material that is breach of these Terms;
5.1.2. any Claim arising out of, or in connection with any breach of any warranty in these Terms; and,
5.1.3. any Claim arising out of, or in connection with any breach or alleged breach of the Privacy and Electronic Communications (EC Directive) Regulations 2003 or any other applicable Law.
5.2. The indemnity granted under section 5.1 shall not cover StepChange Debt Charity to the extent that a Claim results from the negligence, wilful default or wilful misconduct of StepChange Debt Charity.
6. LIMITATION OF LIABILITY
6.1 Save for damages flowing from a breach by you of any part of section 2, and your liability under any indemnity in these Terms, neither Party will be liable for any:
6.1.1. lost data; or
18.104.22.168. lost profits; or
22.214.171.124. business interruption damage or liability; or
126.96.36.199. reputational damage or liability stemming from breach of these Terms; or,
188.8.131.52. indirect, special, incidental or consequential damages (including loss of profits) of any kind.
6.2 To the maximum extent permitted by law, StepChange Debt Charity will not be liable for any loss or damage which you may suffer as a result of, or connected to your use of, the Licensed Material and, without prejudice to this, the maximum liability of StepChange Debt Charity to you for all damages, costs and expenses for which StepChange is liable shall be twenty five thousand pounds (£25,000). You acknowledge and agree that the limitations and apportionments of liability in this section 7 are fair and equitable, considering (without limitation) that the Licensed Material is being provided without charge.
6.3 Nothing in these Terms shall limit, or be interpreted as limiting either Party’s liability for death, personal injury or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable Law.
7.1 You will maintain sufficient commercial general insurance, including product and public liability and professional indemnity cover to meet your liabilities under this Agreement.
8. FURTHER ASSURANCE
8.1 At your expense each Party shall use all reasonable endeavours to procure that it and any necessary third party shall execute such documents and perform such acts as may reasonably be required for the purposes of giving full effect to these Terms.
9.1. You may not assign or transfer, in whole or in part these Terms without the prior approval of StepChange Debt Charity which approval shall not be unreasonably refused.
9.2 We may at any time and without your consent assign or transfer the whole or any part of our rights or obligations under these Terms, provided that we shall notify you as soon as possible after any such dealing.
9.3. Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.
9.4. A person who is not a Party to these Terms cannot enforce, or enjoy the benefit of, any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.
9.5. The failure of either Party to enforce any provision of these Terms shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of these Terms.
9.6. These Terms set forth the entire understanding between the Parties and supersede all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof.
9.7. These Terms may be modified or amended by us from time to time.
9.8. If any provision of these Terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of these Terms is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
9.9. Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that damages alone would not be an adequate remedy for any breach of the provisions of these Terms by you. Accordingly, we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or equitable relief for any threatened or actual breach of any provisions of these Terms.
9.10. The relationship between you and StepChange Debt Charity is that of independent contractors. Neither Party is agent for the other, and neither Party has any authority to make any contract, whether expressly or by implication, in the name of the other Party, without that Party's prior written consent. Nothing in these Terms is intended to, or shall be deemed to establish any partnership or joint venture between the Parties.
9.11. These Terms shall for all purposes be governed and construed in accordance with the laws of England and Wales, and the Parties hereto irrevocably submit to the exclusive jurisdiction of the English Courts save that this clause 9.11 shall not prevent StepChange Debt Charity from taking proceedings relating to a dispute in relation to these Terms in any other court with jurisdiction.