Terms and Conditions 1.1 In these Terms of Engagement the following definitions apply: – “Agreement” means this contract comprising the Order and these Terms; “Company” means Countyweb.com Limited Company No: 3896551 whose registered office is at 8 Olympus Court, Olympus Avenue, Tachbrook Park, Warwick, Warwickshire, CV34 6RZ a company incorporated in England and Wales and the maker of the Databases for the purposes of the Regulations "Customer" means the person, firm, or corporation who or which offers to acquire by Rental, Lease or Purchase any one or more of the Databases from the Company in accordance with these terms and conditions “Database(s)” means each and/or all of the compiled listings of data including a combination of names, addresses, telephone numbers and/or other information to be supplied by the Company by way of Rental, Lease or Purchase pursuant to the Agreement. “Hard Bounces” means an indication that an e-mail address is invalid; "Intellectual Property Rights" means the Company's database rights under the Property Rights Regulations and all other proprietary rights in the Databases whether at common law, under the Copyright, Designs and Patents Act 1988, or otherwise "Lease" means hire from the Company of a Database to be used within a restricted 12 month period for telephone, mail or e-mail marketing only (and the Company reserves the right to include within the Database concerned seed addresses and other data to secure compliance with this restriction) "Listlocator" is a trading name of and owned by the Company and used by the Company in the supply of the Databases for Rental, Lease or Purchase in accordance with these terms and conditions “Order” means an accepted order form, from the Customer, for the supply of Databases accepted by the Company in accordance with these terms and conditions. "Purchase" means purchase from the Company of a Database to be used for telephone, mail and e-mail marketing only but without restriction as to the period of use "Rental" means hire from the Company of a Database to be used in a single mailing only (and the Company reserves the right to include within the Database concerned seed addresses and other data to secure compliance with this restriction) "Regulations" means the Copyright and Rights in Databases Regulations 1997 “Soft Bounces” means an indication that an e-mail has been rejected because there is a fault in the recipient’s system. “Website” means www.listlocator.co.uk and/or www.countyweb.com and/or such other websites operated by the Company from time to time. “Working Day” means any day except Saturday and Sunday and bank or other public holidays in England 2.0 Supply of the Database The following terms and conditions apply to orders sent by facsimile:- 3.1 No order placed by the Customer for Rental, Lease or Purchase shall be deemed to be accepted unless the Customer has returned an order form supplied by the Company signed by a duly authorised representative of the Customer to the Company on the facsimile number provided on the order form. The order shall be deemed to be delivered if the Customer has a successful facsimile transmission report, or if the Company receives a duly signed order form. 3.2 The Customer must ensure the terms of the order form supplied by the Company and any applicable specification are accurate. The Company accepts no responsibility for any errors, omissions or other defects in the order form signed by the Customer 3.3 It is the responsibility of the Customer to request the delivery of the data: The Customer must take delivery of any data ordered within 12 months of the date of the Order. Should the Customer fail to request delivery the Company reserves the right to send the data and the Customer thereby accepts the Company’s right to do, without refund 3.4 The quantity and description of the Database(s) shall be as those set out in the Order supplied by the Company. 3.5 No Order can be cancelled once the Company has dispatched the Database(s) to the customer. 3.6 If the Customer wishes to cancel the Agreement after it has sent the signed order form to the Company, the Customer must send written notice of cancellation to the Company within 7 days from the original date of signing the Order. The Customer must pay 25% of the full value of the Order (including VAT) to the Company within 7 days after cancellation. Notice of cancellation may be sent by post, facsimile or email. If the Database(s) has already been dispatched by the Company the cancellation notice will not be processed or indeed accepted by the Company. 4.0 Payment 4.1 Unless otherwise agreed by the Company the price of the Database(s) shall be the price quoted in the Company’s order form sent by the Company to the Customer. 4.3 If the Customer is not an account customer the Customer must make payment in accordance with the payment terms set out in the order form supplied by the Company. 4.4 If the Customer has been approved in writing by the Company as an account customer payment of the full price of the order is due no later than 30 days from the date of the Company's invoice. 4.5 The time for payment of the price shall be of the essence. No payment shall be deemed to have been received until the Company is in receipt of cleared funds. 4.6 All payments under this Agreement shall be paid in pounds sterling without any deduction, set off, or withholding whatsoever unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer. 4.7 If the Customer fails to make any payment on the due date then, without affecting any other right or remedy available to the Company, the Company shall be entitled to:-
4.8 All payments payable to the Company shall become due immediately upon termination of the Agreement despite any other provision. 4.9 If the Customer is not an account customer, the Company shall dispatch the Database(s) to the Customer within 5 Working Days of the Company receiving cleared funds for the whole of the purchase price and any VAT unless payment is by credit card. 4.10 If the Customer is an account customer, the Company shall dispatch the Database(s) to the Customer within 5 Working Days of the Company receiving the signed Order from the Customer provided that no amounts are outstanding in respect of previous Orders from the Customer. If monies are outstanding from the Customer in respect of previous Orders the Database(s) will be dispatched to the Customer within 5 Working Days of the Company receiving payment in full in cleared funds or by credit card for any previous Order. 4.11 If the Customer so specifies in its Order, the Database(s) will be sent by post on a compact disc in Excel, CSV or text format. If the Customer does not specify that it requires a compact disc in its Order then the Database(s) will be sent by e-mail to the e-mail address specified in the Customer’s Order.
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5.0 Replacement Data 5.1 If data has been supplied from the Company’s own in-house database and not from a third party or brokered database bought in especially for the Customer, then, subject to clauses 5.2 and 5.3 the Company will provide replacement data under the circumstances detailed in clause 5.4: 5.2 The Customer must notify the Company, in writing, within 30 days of delivery of any error, omissions or other defects in the order and (subject to the Company’s agreement of the validity of the same) the Company, in full and final satisfaction of any/its liabilities therefore will replace the defective data on a two for one basis. For the purposes of this clause “delivery” shall be deemed to have occurred: (i) in the case of orders dispatched by the posting of compact disc 2 working days after posting (ii) in the case of orders dispatched via e-mail at the point the e-mail is sent by the Company 5.3 To make a claim for replacement data the Customer must demonstrate they have tried to contact a minimum of 20% or 500 (whichever is the greater) of the recipients in the database in question within a period of 30 days from delivery of the database and; Provide a full report detailing the accuracy or inaccuracy of each individual record in the database and in relation to e-mail addresses identify whether any bounces were Hard Bounces of Soft Bounces. Provided that the Customer can provide satisfactory evidence that it has utilized the data for its campaign purposes within 30 days of delivery and can demonstrate that the data supplied was not within the advised tolerance, as detailed in Clause 5.4, then upon receipt of notice and a report in terms of this clause 5.3 the Company shall have 5 working days, from receipt, to investigate any inaccuracies and, if the Company is satisfied that they are above the levels set out in clause 5.4 then replacement data will be supplied as soon as reasonably practicable. 5.4 Data Accuracy Tolerance Levels 5.4.1 Where more than 5% of postal addresses in a database can be evidenced, by the Customer, to be inaccurate or; More than 8% of telephone numbers in a database can be evidenced as not been connectable or: More than 15% of e-mail addresses in a database can be evidenced as producing Hard Bounces 5.4.2 Contact details/names are supplied free of charge. Due to the changeable nature of contacts we cannot give any guarantee of accuracy in this regard. Contact names are exempt from our replacement data offer. 6.0 Restrictions on use of the Database(s) 6.1 The Customer undertakes with the Company as a condition of the supply by the Company of each or all of the Databases in accordance with Clause 2 that: 6.2 The Customer will not use the Database(s) or any part of them or any information contained in them otherwise than for telephone and mail marketing purposes within the meaning ascribed to Rental, Lease or Purchase as appropriate 6.3 The Customer will not use the Database(s) or any part of them or any information contained in them to determine an individual's eligibility for credit or for insurance to be used primarily for personal, family or household purposes, or to determine an individual's eligibility for employment 6.4 The Customer will not use the Database(s) or any part of them or any information contained in them in a way that is unfair or deceptive, or which is improper, unlawful or illegal in any manner. 6.5 The Customer will not reproduce the Database(s) or any part of them or any information contained in them, and will not disclose or permit their disclosure to anyone but the Customer's own officers and/or employees and then only for the Customer's benefit and purposes in accordance in all respects with these terms and conditions 6.6 The Customer will indemnify and hold harmless the Company against all and any liabilities, costs, claims and demands arising from the breach by the Customer of any of the provisions of clause 6 6.7 The Customer acknowledges that the Intellectual Property Rights belong to and are vested in the Company and undertakes with the Company that the Customer will not commit or permit any act or omission on the part of the Customer, its officers or employees which infringes the Regulations and/or in any way harms the Intellectual Property Rights and further undertakes that the Customer will take all reasonable steps to bring any threatened or actual infringement or harm immediately to the attention of the Company 7.0 Restrictions on the Company's liability 7.1 Save as otherwise specifically guaranteed by the Company, in writing, t he Customer acknowledges and accepts that the Company gives no warranty as to the accuracy, completeness, quality or fitness for a particular purpose of any of the Databases and any such warranty is expressly excluded from these terms and conditions 7.2 The Customer acknowledges that the Company will not be liable to the Customer for any loss or damage caused in whole or part by the Company's negligence in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the information contained in any of the Databases and any such liability is expressly excluded from these terms and conditions 7.3 The Customer acknowledges that the Company will not be liable to the Customer for any consequential losses (regardless of the circumstances) and any such liability is expressly excluded from these terms and condition and the company will not be liable for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by delict or tort (including negligence) breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known. 7.4 The Customer acknowledges that the Company's liability to the Customer for all losses or damages suffered or incurred by the Customer and arising from any act or omission of the Company in connection with anything to be done by the Company in accordance with these terms and conditions shall be limited (regardless of the circumstances) to a maximum of the value of the order. 8.0 Miscellaneous 8.1 These terms and conditions shall be governed by and construed in accordance with English law and the Company and the Customer agree to submit to the non-exclusive jurisdiction of the English Courts 8.2 Nothing in these terms and conditions shall prevent or hinder either the Company or the Customer from complying with their legal obligations as to disclosure or otherwise under the Consumer Credit Act 1974 and the Data Protection Acts 1984 and 1998 8.4 The Company shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform any of the Company's obligations arising from these terms and conditions if the delay or failure was due to any cause beyond the reasonable control of the Company 8.5 Unless agreed in writing with a Director of the Company no variation of these terms will be binding and where the terms conflict with terms stated in any purchase order, confirmation of order, specification and/or any other document, received from the Customer, these terms shall prevail. 8.6 Each of the provisions of these Conditions is severable. If any provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or unenforceability in that jurisdiction of the remaining provisions of the Conditions shall not in any way be affected or impaired by it. Words denoting the singular shall include the plural and vice versa. 8.7 These terms state the full extent of the Company’s obligations and liabilities in respect of the performance under the Agreement. The parties agree that any condition, warranty, representation or other term concerning the performance under the Agreement which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise is excluded to the maximum extent permitted by law.
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Tel: 0870 756 2844 Fax: 01926 487 612 enquiries@listlocator.co.uk