Case Nos: IL-2023-000080 and IL-2024-000038 - [2025] EWHC 2561 (Ch)

Fecha: 10-Oct-2025

Cause of action in respect of the RMG EUT

Cause of action in respect of the RMG EUT

244.

IDDQD said that the RMG EUT were part of the terms of its licence agreements with Mr Smith, giving them a cause of action for breach of the RMG EUT.

245.

The defendants admitted that they were bound by the RMG EUT but submitted that although RMG had a potential cause of action in contract (not part of RMG’s case) IDDQD did not because there was privity of contract only between RMG and Mr Smith.

246.

In the defendants’ draft skeleton argument it was further suggested, I assume by way of alternative, that the agreement between IDDQD and Mr Smith required Mr Smith to enter into a licence with a third party, RMG, no more than that. There was no suggestion that Mr Smith approached RMG (or vice versa) to conclude the licence so if that were all Mr Smith would neither have been bound by the RMG EUT nor could he have benefitted from a licence under the terms. Since this is contrary to the defendants’ insistence that the RMG EUT did afford Mr Smith a licence, I leave the alternative argument to one side.

247.

The law on the interpretation of contracts is well established and was not in dispute. It was recently summarised by Mrs Justice O’Farrell in IBM United Kingdom Limited v LZ Labs GmbH [2025] EWHC 532 (TCC):

‘[149] The principles applicable to contractual interpretation are well established and not in dispute. When interpreting a written contract, the court is concerned to ascertain the intention of the parties by reference to what a reasonable person, having all the background knowledge which would have been available to the parties, would have understood them to be using the language in the contract to mean. It does so by focussing on the meaning of the relevant words in their documentary, factual and commercial context. That meaning has to be assessed in the light of (i) the natural and ordinary meaning of the clause, (ii) any other relevant provisions of the contract, (iii) the overall purpose of the clause and the contract, (iv) the facts and circumstances known or assumed by the parties at the time that the document was executed, and (v) commercial common sense, but (vi) disregarding subjective evidence of any party's intentions: Arnold v Britton [2015] UKSC 36 per Lord Neuberger at [15]-[23]; Wood v Capita Insurance Services Ltd [2017] AC 1173 at [11]-[15]; Rainy Sky SA v Kookmin Bank [2011] UKSC 50 per Lord Clarke at [21]-[30]; Chartbrook Ltd v Persimmon Homes Ltd [2009] UKHL 38 per Lord Hoffmann at [14]-[15], [20]-[25].’

248.

The defendants’ case was again inconsistent. In their opening skeleton argument they said:

‘Ds dispute that IDDQD became a party to [the RMG EUT] and says only RMG had a right of action under it and all IDDQD could do was terminate its own agreement when it would also fall away.’

249.

I take this to mean that Mr Smith’s admitted obligation to be bound by the RMG EUT would end if and when IDDQD chose to terminate its licences with Mr Smith. Yet if RMG was the contracting party it is hard to see how IDDQD had the right to terminate a contract between RMG and Mr Smith as and when it chose.

250.

The defendants referred to clause 3.3 of IDDQD’s 2021 terms, headed ‘Third Party Contracts’. The following definitions are among those provided in the 2021 terms:

‘Client means the organisation named as the "Client" or "Business" or "Company" in the registration form for use of the Service and Software Materials, the IDDQD Quote Sheet or this Agreement.

Database means a third party database, access to the whole or part of which is made available to the Client by IDDQD.

Licensor means a third party licensor of the Database or any of the Software Materials.

Service means the online service made available, or agreed to be made available, by IDDQD to the Client pursuant to this Agreement (excluding the Premium Service).

Software means the software (including any Enterprise Software) and data (including the relevant Databases) made available by or on behalf of IDDQD, which enable the Client to access or use the Service; which enable the Client to access or use the Service; including any updates made available to the Client from time to time by or on behalf of IDDQD. "Software" excludes any software, data or databases provided by the Authorised Reseller under a separate contract between the Client and the Authorised Reseller.

Software Materials means the Software and the Documentation

Third Party Contracts means the Third Party Licences and Third Party EULAs.

Third Party EULAs means the material terms of the third party end user licences found on the IDDQD Website on the Third Party Licenses Page.

Third Party Licenses means the material terms of the third party licences which are in force at ideal-postcode.co.uk and which are imposed by the Licensors on IDDQD in respect of the Software Materials and/or Service.’

251.

This is clause 3.3:

‘1. The Services may include use of third party software and services which are governed by Third Party Licences and Third Party EULA's. The terms of these Third Party Contracts are listed on the Third Party Licenses Page. The Client confirms that it has read, agrees to, and shall be bound by the terms of the applicable Third Party Contracts and will observe those provisions in any applicable Third Party Contracts relating to the Services.

The Client agrees that by requesting access to any third party software or data which is subject to a Third Party EULA, the Client shall be bound by such Third Party EULA's (where this is the intention of the Third Party EULA), and the Licensor will have rights and remedies against the Client pursuant to this Agreement and the Third Party EULA.

By receiving the applicable Services outlined on the Third Party Licenses Page, the Client is deemed to enter into the relevant Third Party EULA with the relevant Licensor.’

252.

Applying the definition of Third Party Contracts, paragraph 1 of clause 3.3 taken alone is consistent with both the contention of IDDQD and that of the defendants. The same is true of the second sentence up to the words in brackets. The words after that support IDDQD’s case. IDDQD has rights and remedies both in respect of the terms set out in the IDDQD agreement and the terms found on the IDDQD Website on the Third Party Licenses Page. The third paragraph deems the Client to have entered into an agreement with a relevant Licensor (such as RMG) under the end-user terms of that Licensor. What is meant by ‘deemed’ is not clear.

253.

The defendants also relied on IDDQD’s account authorization webpage, in particular to the separate references to the IDDQD terms and the RMG EUT on that page with separate hyperlinks and the requirement ‘we need you … to agree to both’. I find this to be neutral.

254.

There are two fixed points: the defendants’ admission that Mr Smith was bound by the RMG EUT and no suggestion of any relevant independent communications or agreement between Mr Smith and RMG. The only way to square that circle is if Mr Smith is bound because the RMG EUT are incorporated into the IDDQD licences. Clause 3.3 of IDDQD’s 2021 terms and the accounts authorisation page can be read consistently with that view. Clause 3.3 does not figure in the 2015 or 2018 terms.

255.

I find that the RMG EUT as they appeared on IDDQD’s website formed part of the terms of IDDQDs agreements with Mr Smith.