Terms and Conditions

The headings to each clause in these Terms and Conditions are for reference only and shall not affect the interpretation or construction thereof.

Insofar as the context admits these Terms and Conditions are deemed to be incorporated in the Agreement and together with the Confirmation of Order constitutes the entire agreement between the parties relating to its subject matter. No addition or modification of these terms shall be binding upon the parties unless made in writing and signed by the duly authorised representative of each of the parties.

1. General

1.1. Informate and the Client agree to be bound by the terms and conditions of this Agreement.

1.2. Informate will provide the Services to the Client. Any dates and times given for the provision of the Services are estimates only.

1.3. The Client will pay all Fees within the terms stated on their invoice, in sterling, to Informate UK Limited’s nominated bank account. All Fees are quoted exclusive of VAT and any other applicable taxes, fees or deductions which shall be payable by the Client in addition. In the event of non-payment of any Fees or any other due sum (whether in whole or in part) Informate reserves the right to:
​1.3.1. Charge interest on all outstanding sums at 10% above the Bank of England’s base rate from time to time, compounded daily; and
1.3.2. Refuse to provide (or suspend the provision of) any or all Services (in whole or in part) owed to the Client under any Agreement, until payment of all outstanding sums is made in full.

1.4. For the Order Period, We will provide You with Data or Services that meet the Criteria.

1.5. We will aim to provide You with the Data or Services set out on the Order Confirmation.

1.6. We will provide You with the Data by email or SFTP (as agreed with You). You must maintain all equipment and connections necessary to receive and access the Data that we send to You.

2. Definitions

These terms and conditions (these “Terms”) explain Informate (Our) and Your rights and responsibilities when You order Data or Services from Informate (Us). These Terms will apply to each order that You place with Us.

“the Client” the individual firm or company who has entered into the License

“End user” known as the client

“the Company” Known as Informate UK Limited

“the Company’s Questions” the Company will formulate its own information for inclusion in the order

“the Order Confirmation” the Company’s Confirmation Form signed by or accepted by the Client

“the Data” one copy of the replies to the Material and the Company’s Questions that are maintained by the Company and communicated to the Client or alternatively stored on the Company’s computer with the Company reserving the right to provide the Client with all the Data sourced from third parties or the Company’s own Survey and / or Website and / or telephone survey that is generated from the Material unless a maximum quantity is specified on the Confirmation of Order

“Estimated Quantity” the Estimate by the Company of the number of replies to the Material which will constitute the Data

“the Fee” the fee payable by the Client to the Company for the service and Licence to be provided by the Company and calculated in accordance with clause 8 below

“the Licence” the Licence granted under clause 6 by the Company to the Client to use the Data

“seed” means a fictional record inserted by the Company for the purpose of monitoring the use of the Data by the Purchaser in order to ensure that the data is being used within the terms of this agreement;

“Single Use” the Licence granted under clause 6 relating to List Rental by the Company to the Client to use the Data on one occasion only for one specific Direct Marketing campaign up to a maximum of five contact attempts expiring after a period of sixty days in accordance with the Order Confirmation. All orders placed with the Company are “single use” unless stated on the Order Confirmation or in writing by the Company.

“Multi Use” the Licence granted under clause 6 relating to List Rental by the Company to the Client to use the Data. On multiple occasions for one specific Direct Marketing campaign up to a maximum of sixty days in accordance with the Order Confirmation.

“Outright Purchase” the Licence granted under clause 6 relating to List Rental by the Company to the Client to use the Data indefinitely for marketing campaigns. The Licensee agrees that the Data will only be used for Direct Marketing purposes and it will not be included in any product or service that is sold by the Licensee.

“the Material” information supplied by the Client to be included in the Survey / Website

“Names” the name of each person who completes the Survey  / Website and also the name of each person identified on a completed Survey / Website as a spouse or partner of the person who completed the Survey

“the Survey” the Company will rely upon the Material and its own information to execute a Survey on behalf of the Client

“the Website” is property built and owned by the Company or one of the Companies affiliates.

“Affiliates” are contractors that are sub contracted to work on behalf of the Client for the Company

“first usage data” data not sold prior to the signing of this Agreement and Licence

“Subcontractor” the individual firm or company to whom the Company may sub-contract some or all of its duties and obligations under this Agreement and Licence

“De-duping & De-duplication“ the removal of unsuitable and/or duplicate entries from the Data in accordance with clause 3

“Postal Data“ the name and address details of an individual or company or other business (if appropriate), within the Data;

“Services“ the services specified in the Contract to be provided by the Company to the Client;

“Telephone Data“ the name and telephone numbers of individuals within the Data;

“Criteria“ means the lead criteria agreed by You and Us and set out on the Order Confirmation. The criteria may include categories of products and services, caps, and other criteria.

“Data Protection“ Laws means all applicable laws and regulations relating to data protection and privacy, including (without limitation) (a) the GDPR, and (b) all statutory codes of practice.

“GDPR“ means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Agreement” means the confirmation of Order, Order Confirmation, Marketing Agreement, these terms and the appendices.

“Charges” means the cost per lead set out on the Order Confirmation and any other charges or fees that We and You agree and are set out on the Order Confirmation.

“Intellectual Property Rights” means all copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or rights to sue for passing off, unfair competition rights, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered, and including all applications for and renewals or extensions of these rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Lead” means a request for quotes or information for the products or services set out on the Order Confirmation.

“Lead Data” means the data and information comprising the Lead.

“Lead Subject” means, as applicable, the Data Subject (as defined in the GDPR) or legal person or other organisation or body who has made the request for quotes or information.

“Order Period” means the period beginning on the start date set out on the Order Confirmation and either ending on the end date set out on the Order Confirmation or, if We and You have not agreed an end date, continuing until either We or You end the order in line with clause 14.

“Personal Data” means any personal data (as defined in the GDPR) that is a part of the Lead Data.

“Supervisory Authority” has the meaning set out in the GDPR.

We, Us, Our means Informate UK Limited, a company registered in England and Wales (company number 06127581 , whose registered address is at Cedars Business Centre, Barnsley Road, Hemsworth, West Yorkshire, WF9 4PU

3. Services

3.1. As soon as practicable after signature of the agreement or acceptance of the confirmation of order, Informate shall supply to the Client for the Term any or all of the following services as specified in the Order Confirmation for the purposes of the Clients and/or End users internal analysis and direct marketing only and the terms of this Agreement shall apply accordingly:​
3.1.1. List rental of the Products for the purposes of the Client’s: (i) email direct marketing campaign; and/or (ii) internal direct mailing or telemarketing campaign for the Usage specified in the Order Confirmation.​
3.1.2. Modelling and analysis of the Client’s Data against the Products. The Client shall be entitled to retain the report produced as a result of modelling and analysis for a period of 12 months beginning on the Delivery Date.​
3.1.3. Appending enhancements to and/ or Tagging the Client Data with information derived from the Products for a period of 12 months beginning on the Delivery Date.​
3.1.4. Segmentation of the Client’s Data using the Products for a period of 12 months beginning on the Delivery Date.​
3.1.5. Consultancy services for the period and on the terms more particularly set out in the Special Conditions.​
3.1.6. List rental of the Products for the purposes of the Client’s.​
3.1.7. Profiling the Client’s Data against the Products. The Client shall not be entitled to retain the profile produced.

​​4. Usage

4.1. The Data shall only be used for the internal direct marketing purposes and/or internal analysis of the Client (or if applicable the End User) and always in accordance with the terms of this Agreement. Access to The Data shall be strictly limited to employees of the Client essential to undertake the performance of the Client’s obligations herein.

4.2. The Client’s right to use The Data shall be for the Term which shall be subject to expiry or termination in accordance with the provisions of this Agreement.

4.3. The Client shall not disclose Informate as the supplier of the Products or The Data to End Users or any third party unless required to so by law.

4.4. The Client acknowledges that The Data is based upon information provided by third parties or has been supplied to Informate by third parties and Informate has made no representations in respect of the same and it does not warrant that the Products or The Data shall be accurate or error free.

4.5. The Products shall be seeded and monitored by Informate. The Client shall be charged for any unauthorised use or duplication of the Products. Such charge to be calculated at the rate of 5 (five) times the value of the relevant Order Confirmation.

4.6. The Client acknowledges that any and all copyright; trademarks, trade names, service marks and other intellectual property rights subsisting in connection with The Data shall remain the property of Informate. No such intellectual property rights either in The Data or any information derived from it shall vest in the Client or its End User (other than any limited rights arising as a result of the Services to be provided under this Agreement).

4.7. The Client acknowledges that Informate is the owner of or authorised user of The Data.

4.8. We have agreed to make certain customer data available to You for marketing purposes. We may market to the customer data in accordance with the terms of this Agreement.

4.9. For clarity, subject to the suitability of the data You will receive data from Us, and enter that data into Your master database(s). 

5. Copyright

5.1. in the event of the Client being aware of any unauthorised use of any part of the Data the Company must be notified in writing forthwith.

5.2. Informate grants to the Client a personal, non-exclusive, non-transferable licence to use the Deliverables at the Designated Site in accordance with the data supply details only for the duration of this Agreement.

5.3. In the event of the Deliverables being miss-used, sold, brokered, transferred without permission and/or detection of a seed being used outside of Data Licence Agreement by the Client, Informate will invoice up to 10 times the ‘Price’ of the Deliverables.

5.4. Save as permitted by law, the Client may make one copy of the Deliverables for back-up purposes but otherwise shall not copy the Deliverables.

5.5. Save as permitted by law, the Client shall not adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with the Deliverables nor combine the same with other materials.

 

 

6. Licence

6.1. in consideration of the Fee the Company hereby grants to the Client the Licence subject to these Terms and Conditions

6.2. the Client shall have the right to use but not to copy alter or adapt the Licence for others to use that part of the Data which is obtained from the replies to the Material in accordance with the Order Confirmation for a period of sixteen weeks only unless otherwise authorised on the Order Confirmation. The Company shall use reasonable endeavours to keep confidential that part of the Data, which is derived from the replies to the Material

6.3. the Company shall have the right to analyse that part of the Data which is derived from the replies to the Material and to formulate conclusions from such analysis and extract information from such part of the Data and shall be entitled to use such information at its sole discretion by way of grant of Licences to third parties or otherwise provided that nothing herein shall permit the Company to reveal to any third party the replies to any Material that related exclusively to the business of the Client

6.4. the Client’s right to use that part of the Data which is derived from the replies to the Client’s Questions shall be non exclusive

6.5. the Company shall have the right to provide any of the Data supplied to the Client to any third party

6.6. the Company will deliver the Data to the Client at the address specified in the Confirmation of Order

6.7. in consideration for data sold under a List rental agreement use of which will be subject to single use, multi use or outright purchase clauses as stipulated in clause 2 Definitions.

7. Obligations

7.1. Each party will comply with all applicable laws and regulations relating to its obligations hereunder.

7.2. In particular, each party will comply with applicable laws and regulations relating to:​
7.2.1. data protection and privacy, and the provision, transfer, receipt, use and retention of Leads hereunder, including the Data Protection Laws (The GDPR); and​
7.2.2. anti-bribery and anti-corruption (including, if and to the extent applicable, the UK Bribery Act 2010), and will have (and, throughout the term of this Agreement, maintain) adequate policies and procedures relating to anti-bribery and anti-corruption.

7.3. You must promptly contact each Lead Subject. When contacting each Lead Subject, You will comply with all applicable laws and regulations relating to marketing and selling, and not undertake any illegal marketing practices.

7.4. You accept that You have full responsibility for the products and services that You supply in response to a Lead, and for any claims, disputes or complaints about those products and services. We will not be responsible for any of these products or services, or for any claims, disputes or complaints about these products or services.

7.5. During the term of this Agreement and for 12 months afterwards, neither party will, either directly or indirectly:​
7.5.1. Employ or appoint or try to do so; or
7.5.2. offer to employ or appoint, or try to do so;

Any person who the other party employs or employed, or is or was working with, and who it dealt with, during the term of this agreement or in the 12 months before the start of this Agreement.

7.6. Informate shall approve the Creatives and Informate reserves for itself the absolute right to reject the Creatives or the Script if such Creatives or Script contains material which is defamatory, offensive or abusive or in any way contravenes any applicable law or regulation in any country where the material will be used.

7.7. the Data may only be used by the Client for its internal use and for the purpose only for use as a source of reference for its circulation by mail or by telephone if applicable to some or all of the individuals listed in the Data unless the Company has given written consent for them to use the Data in some other fashion or disclose it to a third party. No license is granted automatically for data to be used for email or SMS. SMS and email campaigns will only be allowed if stated on the order confirmation.

7.8. if the Data is contained on magnetic tape the Client alone may extract information from it and to print the same in documentary form provided that the Client retains all documents and any copies thereof and the Client must not pass on any such information however obtained to a third party.

7.9. the Client must at all times comply with current British Code of Advertising Practice the British Code of Sales Promotion Practice and the PhonePayPlus Code of Practice in addition to all regulation and legislation relating to the client’s industry.​
7.9.1. the Client must also not carry out any act which would infringe any copyright, the rights of any third party or is defamatory indecent illegal or unlawful.

7.10. if any third party who is in receipt of any communication sent to it by the Client requests that this should cease the Client will forthwith notify the Company and remove such third party from any lists or database.

7.11. the Client warrants that the Material supplied is correct

7.12. the Client undertakes to provide the Company with any notices it receives relating to any breach of the above and the Client agrees to indemnity the Company in respect of any losses it might sustain as a result thereof.

7.13. the Client must supply the Material to the Company at least twenty eight days prior to the proposed delivery date and in the event of the Client failing to do this the Company reserves the right to recover from the Client any additional costs incurred

7.14. the Client must retain the Data under its control and ensure the security of the Data from access by unauthorised persons

7.15. not re-brand the Product or The Data and where the Product or The Data shows any or all of the marks of the Product or The Data as licensed under this Agreement or any other marks belonging to Informate or as applicable such entity within Informate, the holding company (“Informate UK Limited”), the Client shall not remove, obscure or delete any mark placed by Informate on the Product or The Data which enables the Products or The Data to be identified with Informate or Informate entity.

7.16. the Client shall keep confidential all information concerning the business of the Company that it has obtained or received as a result of the performance of this Agreement

7.17. the Company will only be obliged to supply replacement data for invalid records equal to or above 5% of the volume of the file

7.18. in the event of any data disputes;​
7.18.1. the Client shall return all disputed data for investigation to the Company via email at the specified address on the delivery notice within 14 days of the output date.
7.18.2. for ‘first usage’ data collected via the online Surveys or Websites the Client shall return all disputed data for investigation to the Company within 7 days of the output date.
7.18.3. the Client acknowledges that the Company has no responsibility for the data provided to convert into actual or eventual sales nor offer any guarantees of conversion rates or any other performance on the part of the data
7.18.4. the Company has the right to provide replacement data should a dispute be validated

7.19. Informate UK Limited agrees that it will not directly approach any of Your clients, unless already known to Informate, where those clients are made known to Informate, in connection with the services envisaged by this Agreement, unless it is with the express written consent of you.

8. Payment

8.1. The Client shall make all payments due under this Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement, and where an invoice is issued by Informate, shall make all payments immediately upon receipt of that invoice, unless Terms are offered, and to the account details as specified on such invoice or as Informate may otherwise direct from time to time.

8.2. The parties agree that: (a) wheresoever in this Agreement there is a reference to Informate in respect of invoices raised to and payments made by the Client such reference to Informate shall be deemed to include a reference to any such designated company within Informate as notified to the Client herein under this Agreement; and (b) in relation to sub-Condition (a) herein that each party accepts that invoices from and payments to such Informate shall effect good consideration under this Agreement.

8.3. the Fee is exclusive of VAT which will be charged at the prevailing rate unless otherwise stated in writing, a signed Contract or the Order Confirmation.

8.4. the Fee will be calculated by reference to the number of and will be charged in bands at the rate set out in the Order Confirmation or Contract or as a fixed fee as referred to in the Order Confirmation or Contract.

8.5. in the event that the Fee shall be a fixed fee:​
8.5.1. the Company shall deliver as the Data such quantity of responses if available as shall equal the Estimated Quantity​
8.5.2. the Company shall be entitled to offer to the Client at a pro rata rate calculated by reference to the Estimated Quantity and the flat fee all additional responses​
8.5.3. the Company shall offer to its customers any additional responses which the Client shall decline to accept on such terms as the Company may determine

8.6. in the event that the Company agrees to supply the Data for the purpose of de-duplication against other Data held by the Client and on the basis that the Client shall only pay a proportion of the price reflecting the Net Names actually used any claim for credit for the unused proportion of Data.​
8.6.1. must be made within a period not exceeding two (2) weeks from the date of delivery unless otherwise agreed in writing by the Company and​
8.6.2. must be supported by de-duplication report or certificate from a recognised data processing bureau or other independent agency approved by the Company

9. Interest

The Company reserves the right to charge interest on any sum not paid on the due date at the rate of ten per cent above the Bank of England’s base rate figure per month or part thereof until payment is received by the Company regardless of any Judgement the Company might obtain.

10. Warranty and Limitation of Liability

10.1. save as specifically set out herein We shall not be liable whatsoever (however arising) in relation to any loss suffered by You or any third party arising from the supply of the Data

10.2. We do not warrant that the Data is accurate, compliant or complete or that any information contained therein is accurate, compliant or complete and You shall not be entitled to refuse to pay any part of the Fee by reason of any error or admission which You may suffer as a result and any claim which You may have shall not exceed the Fee

10.3. You are responsible for ensuring the data is utilised within relevant regulations / legislation and We shall not be held liable whatsoever (however arising) for any loss or breach relating to the data supply

10.4. the employees of Informate are not authorised to make oral representations

10.5. We shall not be liable for any damages or costs of whatever nature either consequential or otherwise which may arise as a result of the actual quantity of response which constitute the Data being less than the Estimated Quantity or any failure by Us to perform any obligation here under due to causes beyond its reasonable control or any other circumstances which We could reasonably foresee and provide against

10.6. You shall not institute proceedings for damages for breach of these Terms and Conditions after the expiration of one year from the date on which You became aware of the same or the date on which it ought reasonably to have become aware of the same

10.7. We shall not be liable to You for any indirect or consequential loss or damage in respect of any breach of these Terms and Conditions

10.8. Any claim which You may have shall be limited to the Fee

10.9. We shall not pay refunds on data unless the campaign process has been followed as per the signed order confirmation.

10.10. any guarantees offered on data performance are only enforceable if a minimum of 80% of the file is contacted. (for the avoidance of doubt “attempted” contacts does not constitute a “contact”). We require full reports from a dialler on number of dials, number of attempts and any outcomes received. We reserve the right to refuse refunds or withdraw any guarantees on the data if You are unable to demonstrate the above information.​
10.10.1. You must send back any data performance reports to Informate within 48 hours of receipt of the data. A record will not be refundable if Informate are informed of a rejected record after this period.​
10.10.2. Leads can be returned for the following reasons and capped at 15% of lead volume:​​
10.10.2.1. Hoax
10.10.2.2. Wrong Number
10.10.2.3. Duplicate

10.11. Any refunds due and agreed by Us are only payable by Us once Informate receives a full refund from the original data source.

10.12. We make no guarantees on the performance of the data or services provided.

10.13. Informate makes no guarantee that either its own websites or any third party websites relevant to the services will be accessible at any given time.

10.14. the client acknowledges that the vast majority of the information contained is provided to Informate by third parties over whom Informate has no control, in particular, in relation to the accuracy or completeness of such information, Informate does not warrant that the data is error free as it would not be possible or economically viable to do so. The client agrees that Informate shall not in any circumstances be liable for any loss or damage at all arising from any failure of the data to achieve any particular result.

10.15. the Client shall ensure compliance with all relevant laws, regulations, codes of practice and guidelines in force from time to time, including without limitation compliance with data protection laws or equivalent national or international principles regarding the same and the company shall not be held liable whatsoever (however arising) for any loss or breach relating to the data supply

10.16. the Client shall (so far as is applicable) comply with best working practices of the direct marketing industry as set out in the guidelines and codes of practice of the British Direct Marketing Association the CAP codes, the Consumer Protection from Unfair Trading Regulations 2008 and the Privacy and Electronic Communications (EU Directive) (Amendment) Regulations 2011 and the Phonepay Plus Codes of Practice.

10.17. where the Client is acting on behalf of a third party it shall name such third party as the End User in the Order Confirmation

10.18. the Client shall ensure that the End User shall not use the Product other than as authorised in this Agreement

10.19. the Client warrants that it is the owner of or authorised user of the Client Data.

10.20. the Company shall not be liable to the Client for any indirect or consequential loss or damage in respect of any breach of these Terms and Conditions

10.21. any claim which the Client may have shall be limited to the Fee

11. Client Warranty

11.1. The Client warrants, represents and undertakes to Informate that:
​11.1.1. it will keep the Data confidential and use only as permitted and that it shall take all necessary precautions to ensure that no unauthorised use is made of (and that no unauthorised person gains access to) them, in whole or in part;
11.1.2. it will not make (nor allow to be made) any copies of the Data without Informate's prior written consent;
11.1.3. Once it has completed use of the Data as permitted by this Agreement, it will immediately delete all copies of the Data in its possession or control;
11.1.4. it is the proprietor or duly authorised licensee of all intellectual property rights subsisting in the Material and has the right to permit Informate to make use of the Material in accordance with this Agreement;
11.1.5. the Material is accurate in all respects and complies fully with all relevant laws, codes and guidelines (including without limitation all applicable parts of the Advertising Standards Authority’s CAP Code);
11.1.6. It will not use the Data (whether on behalf of itself or a third party) except as expressly permitted by this Agreement;
11.1.7. It will not copy, sell, lease, license, sub-license, provide or otherwise make available or otherwise disclose the Data or any copies, in whole or in part, to any third party;

11.2. It will, at all times whenever it is handling Data (including, but not limited to, managing returns, unsubscribe requests and incoming queries) and/or entering into any correspondence and/or communication with individuals by reference to the Data:
11.2.1. Comply with all relevant legislation (including the Data Protection Act and the Privacy and Electronic Communications Regulations);
11.2.2. Comply with all applicable guidelines and current best practices (including the ICO’s Electronic Communications Guidance, the British Code of Advertising Practice, the ICSTIS Code and the British Code of Sales Promotion Practice (as appropriate)); and
11.2.3. Not permit the Data to be used by it or on its behalf to distribute or communicate any material which infringes the copyright or any other right of any third party, or which is defamatory, obscene, blasphemous or otherwise illegal or unlawful.

11.3. The Client acknowledges that all intellectual property rights (including without limitation all copyrights, database rights and trade marks) subsisting in or used in connection with the Data shall be and remain the sole property of Informate.

11.4. If You believe that any Lead We provide does not meet the Criteria, You must raise a dispute through your account manager or via a pre-agreed reject route. Disputes must be raised within 7 days of Us sending You the Lead (the “Dispute Period”).

11.5. We do not have to investigate or consider disputes that are raised outside the Dispute Period.

11.6. We will always aim to investigate a dispute, and inform You of the outcome of Our investigation, within 7 working days of Us receiving the dispute.

11.7. If, after investigating Your dispute, We believe (acting reasonably and in good faith) that the Lead does not meet the criteria, We will approve the dispute and credit the Lead.

11.8. You acknowledge that We have no responsibility for the data provided to convert into actual or eventual sales nor offer any guarantees of conversion rates or any other performance on the part of the data

11.9. We have the right to provide replacement data should a dispute be validated

12. Agreement

12.1. This agreement shall consist of the Order Confirmation, the conditions and if applicable the special conditions and all of which are hereby incorporated into this agreement. No terms and conditions endorsed upon, delivered with or contained in the Clients purchase order, specification or any other document shall form part of this agreement. Any variation to this agreement shall have no effect unless expressly agreed in writing by Informate and the Client.

12.2. These conditions shall only apply in so far as they are applicable to the products and services set out in the order confirmation and the conditions shall be read and construed accordingly.

12.3. By signing and or accepting this Agreement or confirmation of order or paying Our invoice you agree and consent:​
12.3.1. That You have conducted sufficient due diligence to acknowledge the Data is being legally sold;
12.3.2. the data will be handled in full accordance with the General Data Protection Regulation (GDPR);
12.3.3. The data is suitable for use by a Live Call Agent and direct mail;
12.3.4. The data is not suitable for marketing covered by the Electronic Communications Act (or PECR ) unless otherwise stated on the Order Confirmation;
12.3.5. This Agreement does not constitute a purchase from Us, but a lease from Us and that the company is still the lawful owner of the data, and the recognised Data Controller;
12.3.6. The data shall not be used for marketing any Premium Rate Service unless otherwise stated on the accompanying Order Confirmation. If the data is to be used for marketing any Premium Rate Service, You must ensure they have all necessary permissions, completed any regulatory registration process and paid all necessary fees before any marketing of this data may proceed;
12.3.7. This Agreement remains in perpetuity and covers all data sold to the purchases from the data of this agreement and includes ‘repeated sales’;
12.3.8. TPS registered records are not removed or identified from the data unless specifically stated on the Order Confirmation.
12.3.9. It is agreed between Us and You that in the event of a delivery date being set You confirm that such a date is given as an indication only and We shall not be liable for any loss or damage suffered by You in the event of the delivery date not being met.
12.3.10. Words and expressions in this Clause shall have the same meanings as defined in the GDPR Regulations May 2018.
12.3.11. Each party, by signing this Agreement, represents, warrants and undertakes to the other that throughout the term of this Agreement it shall comply with the regulations and assist each other to comply with its obligations under the Regulations, where and if necessary.

13. Limits on liability

13.1. Unless set out in these terms, all warranties, conditions and terms, whether implied by statute, common law or otherwise, are excluded, as far as the law allows.

13.2. In particular, We do not guarantee that We will provide the full number of Leads that You order, that the supply of Leads will be uninterrupted, or that the Leads will result in any sales or revenue.

13.3. Nothing in these terms will limit or exclude either party’s liability for:​
13.3.1. death or personal injury caused by its negligence;
13.3.2. fraud or fraudulent misrepresentation; or
13.3.3. any other matter for which it would be unlawful for it to limit or exclude liability.

13.4. Neither party will, under any circumstances, be liable to the other party, whether in contract, misrepresentation, tort (including negligence), under any indemnity, or otherwise, for any:​
13.4.1. special, indirect or consequential loss;
13.4.2. loss of business;
13.4.3. loss of profits;
13.4.4. loss of or damage to reputation or goodwill; or
13.4.5. loss or corruption of hardware, software, data or information; arising under or in connection with this Agreement.

13.5. Each party’s total liability to the other party for all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), under any indemnity, or otherwise, is limited to the total Charges that You paid to Us during the 1-month period immediately before the date on which the liability arose.

14. Termination

14.1. If, at any time, You want to change all or any part of Your order (for example, the Criteria), You must inform Informate by email. Changes may not always be agreed and may incur a change in costs or volumes.

14.2. If We agree to the changes that You have asked for, We will aim to make them as soon as reasonably possible (and, at the latest, within 72 hours of receiving Your email). If We do not accept the changes that You have asked for, We will inform You.

The Company may terminate this Agreement and Licence forthwith on giving written notice to the Client if:

 

14.3. the Client commits a serious breach of these Terms and Conditions and in the event of the breach being capable of being remedied shall have failed to remedy the breach within fourteen days after the receipt of a request in writing from the Company to do so or

14.4. the sponsor / third party fails to comply with any statutory demand or goes into liquidation or has passed a resolution for its winding up or an Administration Receiver appointed or a Petition presented to the Court for an Administrative Order or a Voluntary Arrangement

14.5. the Company reserves the right at any time prior to the execution of the Survey / Website to cancel this Agreement and/or the Survey / Website without incurring any liability other than liability which may not by applicable law be excluded or limited in which event no part of the Fee shall be payable by the Client

14.6. in the event of termination of this Agreement and Licence (irrespective of the reasons) the Client shall forthwith return the Data together (including all copies) with all other information which the Client might hold to the Company and confirm in writing that the client has done so (e) termination of this Agreement and Licence for whatever reason shall not affect the accrued rights or liabilities of either party

15. Delivery

It is agreed between the Company and the Client that in the event of a delivery date being set the Client confirms that such a date is given as an indication only and the Company shall not be liable for any loss or damage suffered by the Client in the event of the delivery date not being met.

16. Assignment of and sub-contracting

16.1. Neither this Agreement nor the Licence granted shall be assignable by the Client

16.2. The Company shall have the right to sub-contract any of its duties and obligations under this Agreement and Licence.

16.3. In the event that The Company has sub-contracted any of its duties and obligations such as data supply or services, the Client shall not be liable for a refund or resupply of data prior to The Company receiving the same from the subcontractor.

17. Representations

It is agreed that the Client has not relied upon any representation or warranty by the Company save as expressly confirmed in writing.

18. Waiver

The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended by the Company to the Client and no waiver by the Company in respect of any breach shall operate as a waiver in respect of any subsequent breach.

19. Notices

Any Notices given under the Agreement shall be in writing and shall be sent by registered post or recorded delivery service addressed in the case of a Notice to the Company to the Company’s Registered Office and in the case of a Notice to the Client to the address of the Client or its representative or agent shown in the Confirmation of Order form. Notices may also be served by email or facsimile provided proof of sending is given. Any Notice that is given shall be deemed served if by post forty-eight hours after posting and if by email or facsimile when dispatched.

20. Force Majeure

20.1. If either party is affected by Force Majeure it shall not be in breach of this Agreement or otherwise liable to the other by reason of any delay in performance or non-performance of any of its obligations due to such event.

20.2. If such Force Majeure persists for a period of three (3) months then the party prevented from complying with its obligations by such event shall be entitled while the Force Majeure persists, to terminate this Agreement immediately upon notice to the other party.

21. Jurisdiction

This Agreement shall be governed by English law. The parties hereby submit to the exclusive jurisdiction of the English courts. Except as to defaults to payment by the Client any other dispute arising out of or in connection with this Agreement shall be referred at first instance by written notice from the party alleging the grounds of the claim against the other to each of the following: for Informate, the Managing Director of Informate; and for the Client, the Managing Director or equivalent title holder. In the event that the dispute cannot be resolved within 14 (fourteen) days of the date notification was given, the matter shall be referred to any centre for effective dispute resolution (“CEDR”) under such centre’s model mediation procedure. If and to the extent the parties do not resolve such dispute via CEDR either party shall be free to commence proceedings

22. Data Protection

22.1. Data Controllers​
22.1.1. In relation to Our provision of Leads to You, and Your receipt and purchase of the same, the parties acknowledge and agree that each party is a Controller (as defined in the GDPR).

23. Obtaining Consent

23.1. We will obtain from each Lead Subject any necessary consent for the Named Suppliers (and only such suppliers) to contact the Lead Subject by email and/or telephone in order to provide the quote or information (for the product or service set out on the Order Confirmation) that the Lead Subject has requested. For the avoidance of doubt, We will not obtain consent for any other purpose/s

23.2. You will not use the Leads for any purpose/s other than that spelled out on the order confirmation.

23.3. On request, We will provide You with a copy of our consent records as evidence of the consent obtained pursuant to clause 2.1. We will keep such records for such periods of time as We reasonably deem necessary to comply with the GDPR.

24. Consent Withdrawal

24.1. Pursuant to the GDPR, We will enable Lead Subjects to withdraw their consent that We obtain pursuant to paragraph 2.1.

24.2. if, at any time, a Lead Subject asks Us to withdraw such consent We will inform you.

24.3. Each party warrants that, when required under the GDPR, it will provide Data Subjects with information necessary to ensure fair and transparent processing (e.g. the provision of privacy notices) and comply with consent withdrawals and adhere to the GDPR rules.

25. Indemnity

25.1. You will indemnify and keep indemnified Informate UK Limited and its directors and officers in full against any and all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses suffered or incurred or paid by Informate UK Limited arising out of or in connection with a breach of clause 2.2 of this Appendix 1.

26. Other terms

26.1. Each party warrants that it will:

26.2. have in place and maintain appropriate technical and organisational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected;

26.3. have in place and maintain procedures so that any third party it authorises to have access to the Personal Data, including Processors (as defined in the GDPR), will respect and maintain the confidentiality and security of the Personal Data. Any person acting under its authority, including a Processor, will be obligated to process the Personal Data only on its written instructions; and

26.4. promptly respond to all enquiries from Data Subjects and Supervisory Authorities regarding the processing of Personal Data hereunder.

26.5. If, in relation to the Leads that We provide to You hereunder, a Data Subject notifies You that he or she wishes to exercise his or her rights under the GDPR, and such notification affects Us or our processing hereunder, You will promptly inform Us.

Appendix 2

27.0. Data subjects​
 

27.1. The personal data transferred concern the following categories of data subjects:
27.1.1. Individuals who are requesting quotes or information for the products or services set out on the Order Confirmation

Data protection registration information of data exporter (where applicable)

Informate UK Limited is registered as a data controller and data processor with the UK Information Commissioner’s Office (ICO) under registration number Z1127069.

 

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