- INTELLECTUAL PROPERTY RIGHTS
- USE OF INFORMATION
- EMAIL AND DATA MISUSE
- ADVERTISING STANDARDS & DATA PROTECTION
- LIMITATION OF LIABILITY
- FORCE MAJEURE
- ENTIRE AGREEMENT
- LAW AND JURISDICTION
Terms & Conditions
Your attention is particularly drawn to clause 11, Limitation of Liability
In these Terms & Conditions which expression includes the Schedules hereto the following words and expressions have the meanings set out below, unless the context requires otherwise:
"Date" means the date you request the Data which is provided to you without charge;
"Licence" means the licence between "you" and "us" upon these terms governing your use of the Data which is provided without charge and is not associated with any contracts between "us" "you" and any other party;
"Data" means such information as we may supply to you pursuant to these Terms and Conditions including information of any kind, however presented whether comprising words, numbers, graphs, maps, pictures, sketches or otherwise in any other form and whether or not our property which is supplied or made available by us under this Licence;
"Data Supplier" a party who has supplied all or part of the Data to us with the right to sub-licence its use;
"Direct Marketing" means any form of telephone sales, telephone marketing, direct mail, email marketing, market research or use of circulation list or fax marketing which is targeted at an end user;
"Intellectual Property Rights" means all rights to patents, 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 software, database rights, topography rights, moral rights, confidential information and any other intellectual property rights whether registered or unregistered;
"License Fee" the fee for the use of the Data payable to us as set out at Schedule 2;
"Material" means any disks, tapes, documents or other media supplied by us to you or a third Party to carry the Data;
"Multiple Use" means more than one single use of the Data;
"Permitted Use" means for email, telephone or mail direct marketing campaigns for your business;
"Single Use" means use of the Data on one occasion only;
"Term" means the term of this Licence, namely, four months from the date of this licence or other such term as we shall notify to you in writing, subject to early termination pursuant to clause 2.5;
"Third Party" means any individual, partnership, body corporate or other undertaking including any employees, principals, agents, clients or associated companies of you or us (as the context requires);
"we" or "us" or "Inteligis" or "our" means Inteligis Ltd whose registered office is at 3 Brook Business Centre, Cowley Mill Road, Cowley, Uxbridge, Middlesex UB8 2FX (company registration number 07712653);
"you" or "your" means you, the Licensee;
2.1 Inteligis hereby grants to the Licensee a personal, non-exclusive licence to use the Data strictly in accordance with these terms and conditions.
2.2 In consideration of the Data being supplied to you by us, you agree to these terms and conditions.
2.3 The Data is licensed to you for Multiple Use for the Term.
2.4 We will not charge a fee for supplying the Data to you (except pursuant to clause 3.2);
2.5 Notwithstanding clause 2.3, this Licence is terminable by us on immediate written notice.
3.1 Time for delivery of the Data shall not be of the essence and we shall be under no obligation to provide you with any particular Data, in any particular form or any Data whatsoever.
3.2 If we agree with you to deliver a hard copy of the Data, you shall pay for or reimburse us for the cost of carriage, package, postage and insurance in transit. You must notify us in writing within 14 days of the date upon which you receive the Data from us of any shortage of or damage to the Data.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 The copyright and/or database right and all other Intellectual Property Rights in the Data are, shall be and remain our property, or the property of our Data Supplier (as the case may be). No Intellectual Property Rights or other property in the Data shall pass to you.
4.2 Where any of the Data is derived from information supplied to us by a Data Supplier you acknowledge the rights of the Data Supplier and that you will not acquire any rights in relation to such information derived from the Data Supplier's database or other intellectual property rights including, without limitation copyright, data base right, trademarks, service marks or get up other than expressly granted in this Licence.
5.1 Any information and documents (including financial information and information relating to our intellectual property) disclosed by us to you shall be and remain confidential and you shall not disclose it to any person without our prior written authority.
5.2 The Data supplied to you under this Licence is supplied in strict confidence and for your business use only. You warrant and undertake not to transmit or otherwise reveal such information to any person not employed in your own business in any form or manner. You may, with our prior written consent supply lists of addresses or parts of such lists to your agents for addressing correspondence provided that you procure that any such agents comply with all the restrictions contained in this Licence. You will not without our prior written consent ask for the Data knowingly for the use of others or wilfully or negligently permit such requests to be made by others.
5.3 You may not make any copies of the Data. You must store the Data separately from other data in a secure environment. You must not permit any person to copy the Data.
5.4 You may disclose part of the Data to any of your customers only as necessary to do so by law.
5.5 You agree to indemnify us on a full and unqualified basis for any loss or damage whatsoever caused by breach of this clause 5 by you.
5.6 You warrant that you will inform all persons employed or engaged by you who have access to the Data of the restrictions and obligations under the terms of this Licence and procure compliance by them.
5.7 You will keep the Data confidential and require your employees, workers and contractors to do likewise. You will at all times take all reasonable steps in relation to your employees, authorised or duly appointed agents to ensure that no Third Party reproduces or publishes the Data. You will neither during the subsistence of this Licence nor after the end of the Term, disclose the Data to your customers or any Third Party except in accordance with the terms of this Licence.
5.8 Your obligations of confidentiality set out in this Licence shall not apply to any information, which
- (a) is already legitimately in the possession of the recipient; or
- (b) is subsequently obtained from a Third Party which did not obtain the same under conditions of confidentiality; or
- (c) which you are required by law to disclose; or
- (d) is in the public domain save where the reason for the information being in the public domain is through your unauthorised disclosure.
5.9 You agree to notify us immediately upon becoming aware of any unauthorised use of the Data.
6.1 You may only use the Data for the Permitted Purpose and for no other purpose.
6.2 You will ensure that the Data is used only from within the United Kingdom and Eire, unless agreed otherwise in writing by us in advance.
6.3 You may use the Data only for the Permitted Purpose and are not permitted to include the Data in any product or service that you sell, supply or procure the supply of.
6.4 We may mark the Data to show our and our Data Supplier's proprietary rights in respect of the Data by, for example, placing notices of our or the Data Supplier's copyright conspicuously on products incorporating the Data. You will ensure that such notices remain incorporated.
6.5 We and/or the Data Supplier may insert a number of seed (dummy) records into the Data for the purpose of ensuring that no breaches of this Licence occur and you agree not to delete or alter such records.
6.6 All Data and all copies must be irretrievably deleted from your computer systems and any portable electronic devices at the expiry of the Term unless by agreement with us. All hard copies of the Data must be returned to us as soon as practicable following the expiry of the Term but in any event within seven days of the expiry of the Term.
7. USE OF INFORMATION
7.1 You warrant that the purpose for which the Data is to be used is only the Permitted Purpose.
7.2 If this is a Single Use Licence you undertake that on completion of the use of the Data, you will return to us or at our option destroy the Data.
7.3 In the event that you use any of the Data for any purpose which is outside the Permitted Purpose. You shall immediately return all Data to us (whether supplied to you pursuant to this or any other licence) and agree to compensate us in full for such misuse and such compensation shall not limit in whole or in part any additional remedy under this agreement or otherwise.
8. EMAIL AND DATA MISUSE
8.1 We strongly advise that you do not contact any one addressee more than once per month.
8.2 We are not responsible or liable for email addresses that prove to be undeliverable.
8.3 We reserve the right to require you to cease or modify use of our Data where we discover that the content of communications (in whatever form) sent by you is inappropriate or you have misled us about the content.
8.4 Where you procure the use of the email Data to send email communications, you must ensure that the recipient is given a simple means to opt-out of receiving further communications and you must act upon that opt-out.
9. ADVERTISING STANDARDS & DATA PROTECTION
9.1 Where applicable we will endeavour to comply with the British Codes of Advertising and Sales Promotion and with the DMA Code of Practice and other codes of advertising standards laid down on a self-regulatory basis.
9.2 Nothing in these Terms relating to the confidentiality or secrecy of the Data shall prevent or hinder either us or you from complying with our legal obligations as to disclosure or otherwise under the Consumer Credit Act 1974 and the Data Protection Act 1998.
9.3 You will ensure that any use to which the Data is put is lawful and complies with the current regulations of any applicable regulatory body.
10.1 We do not warrant that the Data shall be in good or any particular condition or useful for the Permitted Purpose or otherwise or fit for any particular purpose and we are not liable in any way for any inaccuracies or at all save as expressly set out in this Licence.
11. LIMITATION OF LIABILITY
11.1 Time for us to perform any obligations is not of the essence.
11.2 Notwithstanding anything contained in this Licence, except in respect of death or personal injury caused by our negligence, we will not be liable for any consequential, economic, or indirect loss including but not limited to loss of profits, loss of revenue, loss of contracts, loss of anticipated savings, arising in any way in connection with the supply or nonsupply of the Data to you and/or for any errors or omissions contained in the Data.
11.3 Whilst we attempt to ensure that the Data is accurate and complete, by reason of the immense quantity of matter dealt with in providing and in compiling the Data and the fact that part of the Data may be supplied by sources not controlled by us, which cannot always be verified, as well as the possibility of negligence or mistake, we do not guarantee the correctness or accuracy of the Data and you agree not to hold us responsible for any error therein or omissions there from.
11.4 Save in respect of death or personal injury due to our negligence for which no limit shall apply, we shall not be liable in any way to you for any matters arising in connection with this Licence.
12.1 We shall be entitled (without affecting any other rights we may have) immediately to suspend or terminate this Licence if:
- i) your business becomes subject to legal distress or execution; or
- i) you offer to make any arrangements with your creditors or become bankrupt or being a limited company have a receiver, administrative receiver or administrator appointed over the whole or part of the property; or
- iii) any order is made or a resolution is passed or proceedings are taken for your winding up; or
- iv) you cease to carry on or threaten to cease to carry on all or a substantial part of your business; or
- v) any situation arises which is analogous to those above.
12.2 We reserve the right to instantly terminate an agreement and/or working relationship with any client being unreasonable or offensive towards any member of staff.
12.3 We will not be held liable for any inaccuracies, incomplete fields or errors received via our suppliers or otherwise occurring in the Data. By receiving data from Inteligis you fully understand that no further action will be taken by you against Inteligis caused by any data inaccuracies.
13. FORCE MAJEURE
We shall not be liable to you or be deemed to be in breach of this License by reason of any delay in performing, or any failure to perform any of our obligations in relation to the provision of the Services if the delay or failure was due to any cause beyond our reasonable control.
Notices may be given by either of us to the other by sending them to the registered office of the other party. Any such notice will be valid if delivered by hand or sent by first class post and deemed to be received on the second business day following posting or transmitting.
15. ENTIRE AGREEMENT
This contract comprises the entire agreement between the parties and there are not any agreements, understandings, promises or conditions, representations, oral or written, expressed or implied, concerning the subject matter which are not merged into this contract and superseded hereby. This contract may be amended in the future only in writing executed by the parties.
16. LAW AND JURISDICTION
This Licence is governed by and interpreted in accordance with the laws of England and Wales The parties agree that England and Wales courts will have non-exclusive jurisdiction to hear any disputes relating to this Licence.