T&C List 5

T&C List 5

DEFINITIONS

‘Purchaser’: means the person, firm, company or organisation to whom Prospect360 (herein described as Prospect360) agrees to supply goods and/or services.

‘Data’: means the proprietary information of Prospect360, representing and 
consisting of company information including, but not limited to hard copy or electronic form.

‘Mailing List’: means the same as Data. For the purposes of this agreement the terms Data and Mailing List may be used interchangeably.

‘Licensee’: means the person, firm, company or organisation for whose benefit Prospect360 (herein described as Prospect360) is authorizing the use of a mailing list. For the purposes of this agreement, a Licensee excludes from it’s meaning any third party, including any holding company, sister company or subsidiary.

‘Nominated Third Party’: means any organisation who, on behalf of the Licensee is contracted to receive process, add value to dispatch any mailing list supplied by
Prospect360.

‘License’: means the period of time or the number of uses for which the data is licensed.

GENERAL

All Mailing List rentals, fax broadcasting, electronic communications and 
telemarketing campaigns are to be used within the terms of the License 
agreed. 
 The Licensee and/or it’s Nominated Third Party will not assign, transfer or 
sub-license this agreement without the written permission of Prospect360. 
 Agreement for a Licensee to use data supplied by Prospect360, whether by employees of the Licensee or a Nominated Third Party, is subject to the 
Licensee ensuring that any such use shall conform to the enclosed Terms and 
Conditions. 
 Prospect360 cannot be held responsible for any costs as a result of change to the 
volume of data available due to the constant updating taking place on the Mailing List. All prices, quantities and delivery times stated in any quotation are not binding upon Prospect360. They are commercial estimates only, which Prospect360 will make every effort to achieve. 
 Where the Purchaser and Licensee are not one and the same, by signing this document the Purchaser warrants that the Licensee has read, understood and agreed to these Terms & Conditions and furthermore that the Purchaser is not authorised to use the Data in any way other than to forward the Data onto the Licensee or their Nominated Third Party and agrees to expunge the Data immediately following completion of the aforementioned transaction. 
 Where a Mailing List is released to a Nominated Third Party, by signing this document, the Purchaser warrants that the Nominated Third Party has read, understood and agreed to these Terms & Conditions. 
 Electronic transfer of data which is deemed unreadable or otherwise disputed will not be re-run until it has been returned and checked. Where Prospect360 is found not to be at fault, the Licensee will be liable for all associated re-run and delivery charges. 


LICENCE TERM

Upon expiry of the License, the Licensee and/or Nominated Third Party agree to immediately expunge from any storage facility owned by, or under the control of the Licensee any data contained in or derived from Prospect360’s database.

COPYRIGHT

The Licensee and/or Nominated Third Party acknowledge that all intellectual 
property rights including without limitation copyright, shall remain the sole 
property of Prospect360. 
 The Licensee and/or its Nominated Third Party is authorised to use Prospect360 
information under this agreement for the licensee's direct marketing purposes only. Under no circumstances must the data be reproduced, copied, or transferred to a third party (other than the Nominated Third Party), or be used to benefit any third party including without limitation, any business, company or entity associated or affiliated with the Licensee or Nominated Third Party, unless previously agreed in writing by a Prospect360 representative. 


COMPLIANCE

The Licensee warrants that all copies of data derived from the supplied 
database will be appropriately marked so that the source of the data is 
identifiable. 
 All parties warrant that they are appropriately registered under the Data 
Protection Act 1998 in respect of the collation, processing and use of 
information and data derived from Prospect360’s database. 
 The Licensee and/or its Nominated Third Party shall ensure that its’ use of the 
database shall comply with the codes of practice of the appropriatesupervisory and Government bodies. These include DMA (UK), The British Code of Advertising Practice, Information Commissioners Office, DTI and Advertising Standards Authority.

LIMITATION OF LIABILITY


The Licensee’s attention is drawn to the fact that Prospect360 shall not be liable for any claim arising out of inappropriate or unauthorised use of the data, including electronic communications or ‘spamming’.
 The information that is contained within the Prospect360 database is believed to be accurate to the best of Prospect360’s ability. Notwithstanding any terms of this agreement, Prospect360 shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of, or defect in the list, nor for any special, indirect, economic or consequential loss or damage however so arising or however so caused (including loss of profit or revenue) whether from negligence, or otherwise in connection with the supply, functionality or use of the list or any breach of this agreement. Any liability of Prospect360 shall in any event be limited to the value of the contract. The Licensee’s attention is drawn to the fact that it is the responsibility of the data user (whether Licensee or Nominated Third Party) to comply with all relevant Direct Marketing legislation. Prospect360 will not be held responsible or liable for any breach of legislation and resulting prosecution.

DATA QUALITY GUARANTEE


Prospect360 have a ‘two for one’ refund policy on all Post Office marked gone-aways (company or contact related) and telephone verified gone-aways (proof of replacements required). This does not apply to gone-aways returned after 30 days of receipt of order. The refund policy specifically excludes the supply of email addresses. Furthermore, Prospect360 shall not be liable for direct or indirect loss, consequential loss or loss of profits suffered by the user of Email addresses supplied by Prospect360 for any reason whatsoever including non-connection or inaccurate data.

UNAUTHORISED USAGE

All data supplied by Prospect360 will contain a reasonable quantity of seed 
names, which will be monitored to detect unauthorised usage at all times throughout and after the term of the License. Unauthorised usage includes, but is not limited to disclosure, transfer, resale, re-use, data capture or copying and modification in part or in whole. 
 If unauthorised usage is detected and confirmed upon investigation, the Licensee will be liable for ten times the original invoice value, payable immediately and must expunge from any storage facility owned by, or under the control of the Licensee any data contained in or derived from Prospect360’s database. 
 Where it is proven beyond reasonable doubt that the Purchaser, Licensee or their Nominated Third Party has supplied or re-sold Prospect360’s information to a third party, Prospect360 reserve the right to seek legal action to re-coup damages, full legal costs and 
punitive damages. 
 Prospect360’s exercise of clauses 18 & 19 will in no way prejudice any other rights 
Prospect360 may have in respect of such actions by the Licensee or their Nominated Third Party.

RESHIPMENT


Reshipment of mailing lists for any reason whatsoever will be subject to a charge of £50.00 regardless as to whether the Licensee has altered their Mailing List requirements or not.

CANCELLATION


Orders cancelled following production will be subject to the full invoice value regardless as to whether the Licensee has used the mailing list or not.

PAYMENT

Payment must be made within the agreed terms signed by the Purchaser on a 
Prospect360 order form or within other written documentation signed and agreed 
in advance by both parties. 
 Invoice queries must be presented within seven working days from receipt. 
 Invoices not settled within the signed and agreed terms will be subject to 
interest at the rate of 2% above the Bank of England Base Rate on a daily basis on the entire invoice value. In addition, administrative and legal fees will be appended to the account where appropriate. 


ENTIRE AGREEMENT

Each provision, requirement or exclusion contained within these conditions 
shall be severable and shall subsist notwithstanding the inapplicability or 
unenforceability of any other terms contained herein. 
 This agreement shall supersede all previous agreements or arrangements and 
shall represent the entire agreement between the parties. Change to this agreement shall be valid and effective only if made in writing and signed by both parties. 


GOVERNING LAW


This agreement shall be subject to and construed in accordance with English Law and the parties hereby submit to the exclusive jurisdiction of the English courts


Registered company number 4802191
Registered company address; Intertec House, 1 Tomlins Avenue, Frimley Surrey GU16 8LJ
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