IMPORTANT! This agreement, together with the documents referred to in it, sets out the terms and conditions (the “Agreement”) which govern your use of the Product as defined below. It constitutes the entire agreement between the parties and supersedes all prior verbal and written discussion, agreements, understandings, representations, conditions and all other communications between the parties in relation to this matter.

Please read the Agreement carefully before entering the Site or subscribing to or making use of the Product. You may wish to retain this Agreement for your future reference.

The Product is not sold; it is licensed. The Product is and remains the property of AFD Software Ltd (“the Company”) or other third parties and is protected by copyright laws and international copyright treaties.

By in any way installing, copying or otherwise using the Product or any part thereof, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or otherwise and in any way use the Product or any part thereof but return it to your supplier within fifteen (15) days for a full refund.



    2.1 The Company hereby grants to you the non-exclusive right for the License Period to install one copy of the Product on the Licensed Computers only on the terms and subject to the conditions set out in this Agreement and (if the License Certificate so states) the Royal Mail Terms which (if applicable) may be obtained from or viewed at the website address given on the License Certificate. The Product may not be accessed and used or shared between or in any way accessed and used from, either on or off Network, any Computers, other than the Licensed Computers irrespective of whether such access or use is concurrent.

    2.2 If you intend to install, use or access the Product on or from more than the number of Licensed Computers or to share the Product between or in any way access it from, either on or off Network, more than the Licensed Computers then separate License Agreement(s) relating to the number of such other Computers intended to carry the Product or any part thereof must first be entered into with the Company.

    2.3 The Company shall be entitled to sell or grant Licenses of the Product or any part thereof to any Person and nothing herein contained shall prevent the Company from compiling contributing to, publishing, marketing or licensing any other product in any way similar to the Product.

    2.4 You shall have the right to load and store the Product on the Licensed Computers only and subject to the provisions of this Agreement to give access from the Licensed Computers to the Product only to Authorised Users.


    3.1 In consideration of the License granted to you under this Agreement you shall, pay to the Company on receipt of the invoice in respect thereto the Program License Fee, the First Year Data License Fee and on each Annual License Renewal the Annual License Renewal Fee(s) in each case at the Company’s prevailing price for such fees in respect of the Product from time to time.

    3.2 If elected by you prior to the commencement of this Agreement instead of the payments set out in clause 3.1 above you may in consideration of the License granted to you under this Agreement pay the Monthly Fee to the Company and you shall sign and effect a Direct Debit/Standing Order in such form as the Company may require for the amounts payable by you in respect of the Monthly Fee from time to time.

    3.3 All fees (save for the Monthly Fee, which is stated inclusive of Value Added Tax) payable pursuant to this Agreement are stated by the Company exclusive of Value Added Tax which, if payable, shall be paid by you on presentation of an appropriate VAT invoice.

    3.4 If you default in making payment of any sum payable by you pursuant to this Agreement then the Company shall be entitled (without prejudice to any other right or remedy it may have) to charge you interest on the outstanding sums at the rate of 2% per annum above Barclays Bank Plc’s base rate in force from time to time from the date the payment became due until actual payment is made (irrespective of whether the date of payment is before or after any judgement or award is made).

    3.5 If you default in making payment of any sum payable by you pursuant to this Agreement then the Company shall also be entitled to deny you access to The Product until outstanding fees have been paid in full, and shall not be responsible for any loss or damage you may suffer in consequence. It is expressly agreed that you will continue to remain bound by all the obligations of this Agreement during the period that access to The Product is so denied, including notice periods, annual License Renewals and further fees payable.

    3.6 The Company may increase any fees payable pursuant to this Agreement at any time after having provided you with three calendar months notice thereof prior to any such increase.


    You shall not:


    5.1 If you have not elected to pay the Monthly Fee the Company shall provide you with quarterly Product Updates for the duration of this Agreement only at your specific request and at the prevailing cost for such Product Updates. It is an express condition of this Agreement that, if you have not elected to pay the Monthly Fee, you will in any event obtain an Annual License Renewal from the Company no less frequently than once in every calendar year whilst this Agreement is continuing (or such other frequency as may be notified to you by the Company in the License Certificate or otherwise) at the prevailing price for such Annual License Renewal at the time of such purchase.

    5.2 If you have elected to pay the Monthly Fee you will be sent Product Updates as and when available.

    5.3 Any Product support requested by you will be provided free of charge during normal working hours of 9am-5pm Monday - Friday (excluding holidays) by either Internet Electronic Mail (e-mail), World Wide Web (www) publications and documentation or telephone. Any further or subsequent Product support is chargeable at a fee agreed by you and the Company from time to time.

    5.4 Any supplemental software provided by the Company to you as part of or in the course of despatching and providing Product support or in providing Product Updates or Annual License Renewals shall be provided to you at one address only (being the address set out in the License Certificate) and shall be considered part of the Product and the installation or use thereof will be subject to the terms and conditions of this Agreement.


    6.1 This clause 6 shall apply where access to the Product and any Site is by means of HTML requests across the internet.

    6.2 If you have not received a serial number and password from the Company after subscribing to the Product, you may not use the Site. You agree that you will not at any time disclose, transfer or permit any other person to use your serial number and password. You are responsible for taking all reasonable steps to ensure that no unauthorised person shall have access to your serial number and password. It is your sole responsibility to:

    (i) control the dissemination and use of serial number and password;

    (ii) authorise, monitor and control access to and use of your account and serial number and password; and

    (iii) promptly notify the Company of any need to reset or deactivate your serial number and password.

    The Company reserves the right to freeze or terminate accounts that do not conform to these requirements.


    7.1 This Agreement shall commence on the Effective Date and shall remain in effect for the Initial License Period and thereafter unless terminated in accordance with this Agreement. In the event this Agreement is not renewed this Agreement shall terminate at the end of the Initial License Period or the relevant anniversary of it.

    7.2 At the end of the Initial License Period and at each anniversary of the Effective Date this Agreement shall automatically renew for 12 months unless you shall previously have given written notice, to the Company at least one month but not more than three months prior to the expiration of the Initial License Period or each subsequent anniversary of the Effective Date of your intention not to renew the Agreement.

    7.3 The Company shall have the right to immediately terminate this Agreement in the event of any conduct by you which the Company, in its sole discretion, considers to be unacceptable, or pursuant to clause 8 below or in the event of your breach of this Agreement or your Insolvency.

    7.4 In the event this Agreement shall terminate for any reason whatsoever you shall return the Product to the Company and you shall also delete or cause to be deleted the Product from any and all computer-readable versions and shall provide the Company with a certificate attesting to such deletion.


    8.1 The Company shall have the right at any time, without notice, to change, suspend, discontinue, withhold or refuse access to any aspect or feature of the Product or the Site, including, but not limited to, content, hours of availability and equipment and software needed for access or use. The Company may also impose limits on certain features and Products or restrict your access to parts or the entire Product or Site without notice or liability on its part.

    8.2 The Company reserves the right at any time to withdraw the Product or any part thereof or terminate this Agreement if the Company ceases, for whatever reason, or no longer retains the right to License the Product or any part thereof, or if, in the Company’s sole discretion and on reasonable grounds believes that the Product or any part thereof contains any material which infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The Company will in event of such withdrawal give written notice to you and you shall, on receipt of such notice, immediately comply with any of the Company’s reasonable instructions with respect to such withdrawn Product.

    8.3 Should the Company permanently or for a continuous period of seven days or more withdraw the Product or the Site or terminate this Agreement pursuant to clauses 8.1 or 8.2, a refund of any of the fees paid pursuant to this Agreement will be refunded pro rata to you.

    8.4 The Company may at its sole discretion at any time and without warning withdraw from you or withhold the Product to you or terminate this Agreement if your activities are considered by the Company in its absolute discretion to be inappropriate or unlawful.


    The Company may wish to identify you in its marketing materials as a subscriber or licensee of the Product. Your use of the Product indicates our permission for the Company to use your personal data in this manner unless you notify the Company otherwise, in writing, within five business days of the date of the License Certificate.


    The Company shall have the right at any time to change or modify the terms of this Agreement and the terms and conditions applicable to your use of the Product, or any part thereof, or to impose new conditions, including, but not limited to, changing fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon the Company giving notice thereof (save where otherwise specifically provided in this Agreement), which may be given by means including, but not limited to, posting on the Site, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Your continued use of the Product or the Site after such notice shall be deemed to constitute acceptance of such changes, modifications or additions.


    You acknowledge and agree that any communications made to or by means of any portion of the Site are public. You acknowledge that:


    12.1 The Product is the property of the Company or the subject of a license to the Company and is protected by copyright and other intellectual property laws. It is expressly understood and agreed that all of the Intellectual Property is and will continue to be the exclusive property of the Company and/or its suppliers and/or its associated companies or entities. By using the Product and accessing the Intellectual Property, you agree that you will not take any action inconsistent with the Company’s or its suppliers’ or associated companies or entities’ ownership rights and that you will abide by the copyright law and all other applicable international laws in general and the laws of England in specific with respect to such Intellectual Property. Details of the copyright to which the Product is subject is set out on the License Certificate.

    12.2 You shall take all necessary measures to safeguard the Intellectual Property and proprietary rights of the Company and its suppliers and associated companies and entities in the Product and without prejudice to the generality of the foregoing shall ensure that:

    12.3 Unless expressly agreed by the Company you shall not:


    The Company owns the copyright or has had Licensed to it all Intellectual Property, and unauthorised copying of any Intellectual Property is prohibited. Subject to this Agreement, the Company grants to you, whilst your subscription to the Product subsists, a limited License to download the Product, data files, installation software, example and instruction pages and web building templates for the sole purpose of enabling you to make use of the Product in accordance with this Agreement and where applicable have access to the Site. No other licensing rights are granted.


    14.1 The Company warrants that it has the right to license the rights granted to you under this Agreement and that the Product will perform substantially in accordance with the description of the Product provided to you for a period of 90 days from the date of receipt of the Product by you. No other warranties are given by the Company.

    14.2 The Company’s (and its agents, employees, suppliers’ and/or any other third party associated with or in the employ of the Company) total liability under this Agreement, if any, will be limited to the equivalent of one month’s fees paid up by you for the Product.

    14.3 The warranties set out in this clause 14 are in lieu of all warranties, conditions, terms, undertakings, and obligations implied by statute, common law, custom, trade usage, course of dealing, or otherwise, all of which are hereby excluded to the fullest extent permitted by law.




    If any part of this Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, it shall to that extent be severed from the remainder of the Agreement, which shall continue to be valid and enforceable.


    You agree to defend, indemnify and hold harmless the Company, its associated companies and entities, its suppliers and their respective officers, and agents and/or any other third party associated with or in the employ of the Company or such other Person from and against all claims and expenses, including legal fees, arising out of your use of the Product and the Site or any use made of your account with the Company.


    You may only transfer, assign sub-License or otherwise deal with the License granted under this Agreement if you have obtained the Company’s express written consent which may be refused in the absolute discretion of the Company. The Company may transfer or assign this agreement in its absolute discretion.


    19.1 The terms of this Agreement are governed by English Law.

    19.2 You agree to the exclusive jurisdiction of the English courts in relation to any dispute, which may arise under this Agreement.


    You shall during the term of this Agreement and thereafter keep and procure that your employees, contractors and agents keep secret and confidential all business, technical and commercial information concerning the Company and the Products that you have received or obtained as a result of the entering into of this Agreement save for information which is trivial or obvious or which enters into the public domain other than as a result of a breach of this clause.


    21.1 It is a further condition of this Agreement that you agree that:

    21.2 The Mailing Preference Service can be contacted at DMA House, 70 Margaret Street, London, W1W 8SS; telephone 020 7291 3310 or and the Telephone Preference Service and Corporate Telephone Preference Service can be contacted at DMA House, 70 Margaret Street, London, W1W 8SS; telephone 020 7291 3320 or

    21.3 In addition to the fees payable pursuant to clause 3 of this Agreement you shall:

    21.4 Non-return of quarterly Data Extract Return

    21.5 The Product shall not be used in any automated process for extraction or addition of data from the Product into other databases or computer records.


    22.1 Censation contains Census output which is Crown copyright and is reproduced with permission of the controller of HMSO and the Queen’s printer for Scotland

    22.2 The Census output contained in Censation incorporates safeguards against the possible identification of any particular person or household. You shall not use such output to attempt to obtain or derive information relating specifically to an individual or household, nor claim to have obtained or derived such information.

    22.3 You shall not operate any Bureau Services that make use of data or information from Censation.

    22.4 Parliamentary Constituency and other National Statistics data is sourced from National Statistics. Crown copyright material is reproduced with the permission of the Controller of HMSO.


    23.1 The Map Data supplied with AFD Postcode products is copyright of Collins Bartholomew Ltd

    23.2 All screen images derived or generated from the data should incorporate the following acknowledgements:

    23.3 Hard copy prints from the map data up to and including A4 size are permitted under the terms of this agreement. Hard copy output for resale or distribution to third parties may not be produced by you without the written permission of Collins Bartholomew. All hard copy output produced from the data should incorporate the following acknowledgements:


    24.1 Your right to use the Extended ISCD data provided with BankFinder is limited to use in connection with the UK Bacs scheme, Faster Payments scheme, CHAPS Sterling scheme and Cheque and Credit Clearing scheme.

    24.2 You acknowledge that all property rights including but not limited to Intellectual Property rights in the Sorting Code, Sorting Code Data, and the Extended ISCD, that form a part of BankFinder, are owned by UK Payments.

    24.3 You shall update BankFinder data at least monthly.

    24.4 All property rights in the Irish Bank sort code and validation data supplied with AFD BankFinder are the property of IPSO and/or its member banks, and that title shall not pass to you under any circumstances.

    24.5 You shall not grant any license or otherwise permit any third party to use the Irish Validation Data or the Product.

    24.6 You shall procure that only those employees and information technology contractors who have a need to know are given access to the Irish Validation Data supplied; and so that each such employee and contractor shall be advised that the Irish Validation Data is the property of IPSO and/or the Banks, and further is required to be kept confidential. You shall procure that the Irish Validation Data is kept confidential by such employees and contractors.

    24.7 You shall not reverse engineer, publish or cause to be distributed the modulus rules used in validation.

    24.8 You shall not publish or cause to be distributed a paper directory of Validation Data or Sort Code Data, and whether in competition with IPSO’s publication entitled “Sort Code Book” or otherwise.


    25.1 The Product contains Ordnance Survey data © Crown copyright and database right 2016.

    25.2 The Product contains Royal Mail data © Royal Mail copyright and database right 2016.


Please refer to the Royal Mail Terms.