The LICENSEE is permitted to use the Prospect360 data on multiple occasions for a 12 month period from the date of this agreement. Where the LICENSEE has an existing relationship with a company or contact contained within the Prospect360 data, or develops such a relationship during the period of time in which the LICENSEE is entitled to use the Prospect360 data then the use of Prospect360 data relating to that company is excluded from the terms of this agreement. For the purpose of this agreement a relationship is deemed to exist if the LICENSEE is able to produce written evidence that a meeting has occurred between the companies or that a sale has taken place or the company contained in the Prospect360 data set has requested further information from the LICENSEE.
The Prospect360 data provided is to be used for the sole benefit of the LICENSEE. The LICENSEE is responsible for ensuring that the Prospect360 data is not distributed to individuals who are not aware of this license agreement. This license is not transferable to a third party, unless expressly agreed by Prospect360 within a written agreement. For the avoidance of doubt, this includes providing the Prospect360 data to a channel partner of the LICENSEE.
The LICENSEE will clearly mark the source of the Prospect360 data in any databases that it is loaded into and will establish a procedure to remove the Prospect360 data at the end of the license agreement. If the license is not renewed at the end of the agreement the LICENSEE will expunge the Prospect360 data from any data storage facility that it may have except where the LICENSEE has purchased the Prospect360 data outright. In this instance the LICENSEE will own the intellectual property rights to the Prospect360 data and there will be no restrictions on how it may be used.
Prospect360 will take reasonable steps to identify unauthorised use of the Prospect360 data, such as including seed records in the Prospect360 data it supplied. Where unauthorised use is identified the LICENSEE is liable for three times the original order value, payable immediately. The LICENSEE must ensure that the unauthorised usage is stopped without delay. Prospect360 reserves the right to seek legal action if it deems the breach serious or re-use/resell of Prospect360 data is established.
3.0 LIMITATION OF LIABILITY
Notwithstanding anything contained within this agreement except in respect of death or personal injury caused by Prospect360 negligence, Prospect360 will not be liable for any consequential, economic, or indirect loss of any profits, loss of revenue, loss of contracts or loss of anticipated savings arising in any way in connection with the supply or non-supply of the Prospect360 data. Any query or complaint relating to Prospect360 data quality must be made within 30 days of receipt of the data in writing. Prospect360 will investigate any complaint and will provide replacement one for one record of Prospect360 data or provide Prospect360 data record credit where it deems it appropriate.
The LICENSEE is responsible for ensuring that its use and application of the Prospect360 data complies with the Data Protection Act 1998 and with the Direct Marketing Association’s Code of Practice. The legal basis for processing the Prospect360 data under the GDPR is Legitimate Interest. As such Prospect360 data is not provided with consent and is not “Opted In”. In order to comply with Legitimate Interest Prospect360 has conducted a Legitimate Interest Assessment and established that, in its opinion, it is satisfied that:
- Prospect360 has a legitimate interest to process the data
- Prospect360 has passed a necessity test for the pursuit of its commercial and business objectives
- Prospect360 has passed a balancing test between its rights as a data processor and the data subjects rights to privacy
The LICENSEE agrees to carry out its own Legitimate Interest Assessment prior to processing the Prospect360 data and will only process the Information where it is satisfied that all conditions to ensure GDPR compliance have been met. Prospect360 is not responsible for any claim as a result of inappropriate use of the Prospect360 data, including “spamming”. Prospect360 will ensure that the Prospect360 data supplied is screened against the Corporate Telephone Preference Service register at the point of delivery.
Orders cannot be cancelled after the Prospect360 data list has been provided to the LICENSEE, regardless of whether the list has been used by the LICENSEE.
6.0 ENTIRE AGREEMENT
This agreement supersedes any previous agreement between the parties. Changes to this agreement are only valid if they are made in writing and signed by both parties.
This agreement is subject to governance and interpretation under English law. The parties agree that the English courts shall have jurisdiction for the determination of any dispute that arises.
8.0 ERRORS AND OMISSIONS EXCEPTED (E&OE)
Whilst all care has been taken in the preparation of this quotation, unintentional errors or omissions can sometimes occur. Prospect360 reserves the right in such circumstances to withdraw the quotation, or submit a revision.