Terms and Conditions

V.3 Last updated 22.08.15

 

1. DEFINITIONS

 

In this Agreement, the following words and expressions have the meanings set out below, unless the context
requires otherwise:

 

“Agreement” means the Order Form together with these Standard Terms and Conditions for the Licensing of
Data;

 

“Data” means information of any kind, however presented whether comprising names, addresses, telephone
numbers, fax numbers, email addresses or other information, graphs, maps, pictures, sketches or otherwise in
any other form which is supplied or made available by us to you in connection with this Agreement;

 

“Database” means a collection of data, information and/ or materials whether recorded, collated or stored
electronically or otherwise;

 

“Derivative Work” means any copies of the Data or Materials (or any part thereof) and/ or any materials,
Databases or other works whatsoever derived from or using any of the Materials, Data or Databases supplied
or made available by us to you in connection with this Agreement;

 

“Direct Marketing Campaign” means a form of campaign targeted at End Users whereby End Users are
contacted by the Licensee (whether by telephone, direct mail, email, fax or otherwise) for the purpose of the
Licensee seeking to sell, promote or market certain products and/or services of the Licensee or obtaining
certain market research information;

 

“End User” means an individual, business or other target in respect of whom details (whether address, email,
telephone number or otherwise) are included in any Data or Materials;

 

“License Date” means the date of delivery of the Data, and where Data is to be delivered in instalments or
updates are to be provided, means the date of delivery of the first instalment of Data;

 

“License Fee” the fee for the use of the Data payable to us as set out on the Order Form;

 

“License Period” means, unless otherwise specified on the Order Form, Invoice, Order Confirmation, Purchase
Order or Insertion Order supplied by Madison Chase, the period of 28 days commencing on the Delivery Date;

 

“Material” means any disks, tapes, documents or other physical media supplied by us to you on which Data or
a Database or Databases is/ are stored and/or recorded but excluding such Data and Databases themselves;

 

“Multiple Use” is a type of permitted use which, if specified as the Permitted Use on an Order Form, Invoice,
Order Confirmation, Purchase Order or Insertion Order supplied by Madison Chase, means, unless otherwise
specified differently as part of the order purchase the Licensee may use the Data (other than email addresses)
for the purpose of seeking to make contact with End Users during the Licence Period in connection with any
number of Direct Marketing Campaigns relating to the business of the Licensee and use Data which is email
addresses for the purpose of sending not more than 6 emails during the Licence Period to each such email
address unless otherwise specified differently as part of the order purchase;

 

“Single Use” is a type of permitted use which unless specified differently on an Order Form, Invoice, Order
Confirmation, Purchase Order or Insertion Order supplied by Madison Chase, should be assumed as the
Permitted Use provided with each order. Single Use means, unless otherwise specified differently as part of
the order purchase the Licensee may use the Data for the purposes of seeking to make contact with End Users
once only during the Licence Period in connection with a single Direct Marketing Campaign of the Licensee. For
the avoidance of doubt, where the Permitted Use is a Single Use (and unless otherwise specified as part of the
order purchase), the Licensee may not seek to contact any individual End User by whatever means more than
once in connection with the Direct Marketing Campaign of the Licensee (with the exception that where
seeking to make contact via telephone, the Licensee may make repeated calls until such time as the call is
answered up to a maximum of 6 times) nor in connection with more than one Direct Marketing Campaign of
the Licensee. For the avoidance of doubt all data is provided under the single use permitted use has a License
Period of 28 days from the date of delivery.
“Order Form” means the Order Form, Invoice, Order Confirmation, Purchase Order or Insertion Order
supplied or signed by Madison Chase and the Licensee setting out details of the Licence Fee, Licence Period,
Permitted Use of Data and other details relating to the licence by Madison Chase of Data;
“Permitted Use” means use of the Data in connection with a Direct Marketing Campaign or Direct Marketing
Campaigns relating to the business of the Licensee as specified on the Order Form;
“we” or “us” or “Madison Chase” or “our” means Madison Chase;
“you” or “your” or “Licensee” means you, the organisation identified in the Company details section of the
Order Form; “Undeliverables Threshold” means for the purposes of this Agreement, 19% of the e-mails
addresses in the Data licensed and supplied to the Licensee pursuant to this Agreement.
2. LICENCE

 

2.1 Madison Chase hereby grants to the Licensee a personal, non-exclusive, non-transferable licence to use
the Data in the United Kingdom for the Permitted Use during the Licence Period only.

 

2.2 You expressly agree unless agreed, permitted and authorised by Madison Chase Ltd that:

 

i) You shall not use the Data, Materials, Derivative Works or any part thereof in connection with any use
other than the Permitted Use. For the avoidance of doubt, neither Data nor Derivative Works may be
reproduced in, used in or as part of any product or services produced, sold or marketed by you at any time;

 

ii) You shall not provide, lend, make available or allow the use of the Materials, Data, Derivative Works or any
part thereof, to or by any third party (including any group or associated company of yours) for any purpose
whatsoever except to the extent permitted pursuant to clause 2.3 (employees and agency staff);

 

iii) You shall ensure that neither the Data nor the Materials nor any Derivative Works nor any part thereof
shall be transferred or transmitted outside the United Kingdom and shall not be accessed or used outside the
United Kingdom;

 

iv) You shall not use the Data, the Materials, Derivative Works or any part thereof in connection with the
production of any Database, product or services made available or to be made available by you to your
customers, clients or the general public or to compete with any Database products or service of ours or our
data suppliers, including in particular (but without limitation) by way of involvement in the production of
publication of any directory (local, regional or national) in any format on any media whose content is primarily
either classified advertising or “white pages” listings or to provide or enable the provision of a telephone directory enquiry service.

 

2.3 You shall be permitted to allow your employees and individual agency staff or contractors working at your
premises to use the Data on your behalf for the Permitted Use only provided that such employees, agents and/
or contractors comply with the terms of this Agreement with regard to the use of the Data. You shall remain
liable for all acts and omissions of your agents and contractors as if their acts or omissions were acts or
omissions of you. For the avoidance of doubt you shall not be permitted to provide the Data to any other
agency, service provider or business to use the Data or allow any of them to use the Data, whether on your
behalf or otherwise (without the expressed agreement, permission and authorisation of Madison Chase
agreed beforehand).

 

2.4 You acknowledge that certain data may deliberately include “seed” or “dummy” records, which do not
relate to a real individual, business or target. Such records are included for the purpose of monitoring use of
the data or checking for unauthorised use. You agree not alter or delete or seek to alter or delete such records
from any Database, Materials or Derivative Works. Use of a “seed” or “dummy” record shall be prime facie
proof of use of the remainder of the Data.

 

2.5 You acknowledge that Madison Chase Data is based upon information provided by third parties or has been
supplied to Madison Chase by third parties, and Madison Chase has made no representations in respect of the
same and it does not warrant that the products or Madison Chase Data shall be accurate or error free.

 

2.6 Madison Chase reserves the right to treat any use by you of any of the Data, Materials or any Derivative
Work which is outside or exceeds the scope of the Permitted Use, or takes place otherwise than during the
Licence Period as a binding order by you for an appropriate number of Single Use or Multiple Use licences as
would be required to properly permit such use and in respect of which you shall be obliged to pay us a licence
fee which shall be calculated (unless a fee has otherwise been agreed by us in advance of such use) in
accordance with our standard rates for such licence at the time of such use. In calculating the type and number
of licences required, use properly licensed and paid for will be disregarded and use of any Data, Materials or
any Derivative Work shall be treated as use of all Data. The rate charged will be the rate agreed on the initial
order invoice, if no previous rate is applicable; if the data has been brokered in a charge of cost + 25% will be
charged, and if Madison Chase owned data then the applicable standard rates will apply based on the Madison
Chase Rate at the date of the issue.

 

2.7 You may not make any copies of the Data or Materials other than one copy of the Data for archiving
purposes. You must store the Data separately from other data in a secure environment. You must not permit
or allow any other person to copy the Data.

 

3. DELIVERY

 

3.1 Data and any Materials shall be provided in the format specified in the Order Form.

 

3.2 If we agree with you to supply and deliver any Materials, you agree to pay our applicable delivery, packing
and insurance charges as notified from time to time in respect of such delivery in addition to the Licence Fee.

 

3.3 Risk in the Materials during transit shall be yours. In the event that Materials are damaged or lost during
transit, we shall make available additional copies of the Materials to purchase at cost price. Any damage or
defects to the Materials or Data evident on receipt or shortfalls in delivery must be notified to us within 14 days
of the delivery

 

3.4 If you wish us to exclude certain criteria from our range of criteria you must provide a suppression file to
us that clearly states your requested exclusions prior and as part of your order.

 

4. PAYMENT TERMS

 

4.1 You agree to pay Madison Chase the Licence Fees in immediately available funds, together with any other
charges agreed or referred to in this Agreement before the order is processed by Madison Chase.

 

4.2 If an order is placed on credit via a Purchase Order payment of Madison Chase invoices are due 15 days
after the date of invoice. Other charges shall be invoiced as they are incurred.

 

4.3 All sums payable by you under this Agreement are stated exclusive of taxes, including VAT. Such taxes shall
be payable by you in addition at the rate and in the manner prescribed by law

 

4.4 Any sum payable to Madison Chase shall be paid without regard to any equity, set-off or counterclaims.
Without prejudice to its other rights and remedies, Madison Chase shall be entitled to interest on overdue
sums at the rate of 5% above the base rate (varying) of Madison Chase bankers for the time being, accruing
daily from the date of issue to the actual date of payment (both dates inclusive), whether before or after
judgment.

 

4.5 Notwithstanding any other provision of this Agreement, time of payment of the Licence Fee and other
charges payable by you shall be the essence of this Agreement.

 

4.6 Without prejudice to its other rights and remedies, Madison Chase shall be entitled, by serving notice of
suspension on you, to suspend the licences granted to you hereunder, during any period that any sum under
this Agreement is overdue until all such sums have been received by Madison Chase in full. You shall not use
the Data, Materials or Derivative Works during any period of suspension. Any use by you of the Data, Materials
or Derivative Works during the period of suspension shall be a breach of this Agreement and without prejudice
to Madison Chase’s other rights and remedies, the provisions of clause 2.5 shall apply.

 

5. INTELLECTUAL PROPERTY RIGHTS

 

5.1 All copyright, database rights and all other intellectual property rights (IP Rights) in the Materials and Data
shall be and remain as between you and us the property of Madison Chase.

 

5.1.1 You shell only use the products for the services specified in the Order Form, Invoice, Order Confirmation,
Purchase Order or Insertion Order supplied or signed by Madison Chase.

 

5.1.2 You shell not incorporate, use or append, the product or Madison Chase Data, or information derived
from it, in order to produce or develop any other product or service or use it for any other purpose.

 

5.1.3 You shell not make the products or services available to any third party (other than the End User) directly
or indirectly in any manner whatsoever. For the avoidance of doubt, any entity not being a party to this
Agreement is a third party.

 

5.1.4 You shell not attempt to circumvent the licensing of Madison Chase data by acquiring such licenses via
third party for the same data set.

 

5.2 You acknowledge that elements of the Data and/or Materials may be derived from information or materials
owned or supplied to us by a data supplier to us (Data Supplier) and you acknowledge the IP Rights of us and
Data Suppliers in and to the Data.

 

5.3 Except for the limited licence expressly granted hereunder, you acknowledge that you will not acquire any
IP Rights or other rights in relation to the Data or Materials.

 

5.4 You shall not delete or seek to remove or disguise any marks or notices of Madison Chase or Data Suppliers
which may appear to be incorporated on or in the Materials and/or the Data, such marks and notices which
you shall ensure appear on any copies you may be permitted to make hereunder.

 

6. CONFIDENTIALITY

 

6.1 You acknowledge that Madison Chase has and does spend considerable resources, time and judgment in
collating, sorting and compiling the Data and Materials and that the same are treated by Madison Chase and
are to be treated by you as confidential information of Madison Chase. You acknowledge that the Data and all
the Materials are provided to you on the basis that you agree, and you hereby undertake, to use and to keep
the same in strictest confidence, to use the same only for the Permitted Use and to not disclose the same to
any third party (except to the extent permitted hereunder or to those employees who reasonably require the
same to carry out the Permitted Use and who have been made aware of and who comply with the terms of this
Agreement (which you undertake to ensure).

 

6.2 To the extent you may be permitted by Madison Chase to allow any third party access and/or use of the
Data and/or Materials and/or Derivative Works on your behalf under this Agreement, you shall ensure that you
inform such third party and obtain the acknowledgements from such third party in respect of the
confidentiality of the Data, Materials and Derivative Works as are contained in this Agreement, and that you
obtain from such third party binding, written undertakings to keep the Data, Materials and Derivative Works
confidential on terms at least as onerous as those set out herein. You shall be liable for any failure of the third
party to whom you provide access to the Data, Materials or Derivative Works to keep the same confidential for
any use by any such third party of the same for any purpose other than the Permitted Use or any disclosure of
the same by such a third party as if those acts or omissions were acts or omissions of you.

 

6.3 The provisions of this clause 6 shall not apply to the extent that they may otherwise prevent the disclosure
or use of the information or materials which may be the same or similar to the Data and/or Materials to the
extent you have obtained such information or materials from a third party not under terms of confidentiality,
and/or which is or becomes public knowledge other than through your fault or breach and is or has been
extracted or derived by you otherwise than from Data, Databases or Materials of us.

 

6.4 You agree to notify us promptly of any unauthorised use of the Data, Materials or Derivative Works or any
part thereof of which you become aware or suspect.

 

7. EMAIL

 

7.1 Where the Data includes e-mail addresses or e-mail data, the following provisions shall apply in respect of
that Data:

 

7.2 If you wish us to exclude certain criteria from our range of criteria you must provide a suppression file to
us that clearly states your requested exclusions prior and as part of your order.

 

7.3 If you wish us to exclude general e-mail addresses from the e-mail Data field you must request this prior to
and as part of your order.

 

7.4 We are not responsible or liable for e-mail addresses that prove to be undeliverable save that where the
number of undeliverable addresses exceeds the Undeliverables Threshold and subject to you providing proof
of non-delivery within 15 days of the Licence Date, we will endeavour to provide additional e-mail addresses
so as to ensure that the percentage of undeliverable e-mails is brought within the Undeliverables Threshold.

 

7.5 Madison Chase’s obligations stated in clause 7.4 above shall not apply where you decide to use a method
of delivery that has not been approved in writing by Madison Chase.

 

7.6 We reserve the right to require you to cease or modify use of our e-mail Data where we discover that the
content of e-mails sent by you is in our reasonable opinion inappropriate or you have misled us about the
content.

 

7.7 Where you procure the use of the e-mail Data to send e-mails, you must ensure that the recipient is given
a simple means to opt-out of receiving further communications and you must forward to Madison Chase the
details of any recipients who do exercise their right to opt-out including any comments that may be made by
such recipients in an excel or comma separated format.

 

8. ADVERTISING STANDARDS, DATA PROTECTION AND LEGAL COMPLIANCE

 

8.1 We will endeavour to comply with the British Codes of Advertising and Sales Promotion and with the DMA
UK Direct Marketing Code of Practice and other codes of advertising standards laid down on a self-regulatory
basis.

 

8.2 Nothing in this Agreement 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.

 

8.3 You will ensure that any use to which the Data is put complies with, and in using the Data, you shall comply
with all applicable laws, regulations and codes of practice from time to time including, without limitation, the
Privacy and Electronic Communications Regulations 2003, those of the Post Office and the Universal Postal
Union. You represent, warrant and undertake that

 

i) You have undertaken and shall maintain all necessary notifications required for your use of the Data as data
controller as required under the Data Protection Act 1998;

 

ii) You shall carry out all Direct Marketing Campaigns in compliance with, and shall ensure that all materials and
scripts relating thereto shall comply with all relevant rules and regulations;

 

iii) You shall not use the Data in connection with the delivery or communication of any defamatory, malicious
or threatening statements or materials or materials, which infringe the IP Rights of any third party.

 

9. WARRANTY AND INDEMNITY

 

9.1 Where the Material is a disk or tape, we warrant that the disk or tape will be free from material defects in
material and workmanship for a period of 90 days from delivery. We will replace free of charge any disk or tape
which is defective (or (at our option) refund the relevant Licence Fee paid) if you return the disk or tape to us
at your risk and expense within the 90 day period. This will be our sole liability to you with regard to defects in
material and workmanship. We are not liable for any defect if it is caused by wear and tear, or intentional
damage, or failure to follow instructions.

 

9.2 Subject to clause 10, we warrant that any services we provide to you will be provided in a good and
workmanlike manner.

 

9.3 We do not warrant that the Data shall be fit for any particular purpose.

 

9.4 Except as expressly stated in this Agreement, all conditions, warranties, terms, stipulations and other
statements whatsoever (except as to title to goods) that would otherwise be implied or imposed by statute, at
common law, by a course of dealing or otherwise howsoever are excluded to the fullest extent permitted by
law.

 

9.5 You hereby undertake to indemnify and keep indemnified Madison Chase with respect to any liabilities,
losses, damage or expenses (including reasonable expenses) whatsoever arising or incurred by Madison Chase
as a result of any breach by you of your obligations hereunder or arising out of any use by you of the Data or
the Materials (except to the extent arising as a direct result of any breach of our obligations hereunder)

 

10. LIMITATION OF LIABILITY

 

10.1 Time for us to perform any obligations is not and may not be made of the essence.

 

10.2 Notwithstanding anything contained in this Agreement, except in respect of death or personal injury
caused by our negligence, we will not be liable for any consequential, economic, or indirect loss or any loss of
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 Data or Materials to you.

 

10.3 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 therefrom.

 

10.4 Without prejudice to clause 10.3 and except as otherwise stated, any query, complaint or claim you may
have with regard to the Data or Materials must be notified to us within 30 days of your receipt of the Data or
Materials respectively. Any such queries, complaints or claims received more than 30 days after your receipt of
the Data or Materials will not be considered by Madison Chase and Madison Chase shall not be liable (whether
in contract, tort (including negligence) or otherwise) in respect of any such claims unless you have notified us
of the claim within such 30 day period

 

10.5 In the event of any valid claim against Madison Chase with respect to any defects with respect to the Data
or Materials, we shall make good such defects (or (at our option) refund the pro-rata portion of the Licence Fee
paid). This will be our sole liability with respect to defects in the Data or Materials.

 

10.6 Save in respect of liability for death or personal injury caused by our negligence, our aggregate liability in
connection with this Agreement (whether in contract, tort (including negligence) or otherwise) for any one
cause of action or series of connected causes of action shall not in any event exceed one and a half times the
Licence Fee paid.

 

11. CANCELLATION, TERMINATION AND EXPIRY

 

11.1 Upon signature or payment by you, you irrevocably agree to be bound to the purchase of the licence and
the other terms of this Agreement.

 

11.2 Offers will automatically lapse 30 days after the order date and Madison Chase reserves the right not to
accept any signed orders or agreements received after such 30 day period. We will notify you whether your
order has been accepted in these circumstances.

 

11.3 Once accepted by you or us (as applicable), this Agreement may not be cancelled by you and you shall be
required to pay the full Licence Fee for the Licence Period for all Data ordered regardless of whether you
choose to receive or use the Data.

 

11.4 We shall be entitled (without affecting any other rights we may have) immediately to suspend or
terminate this Agreement if:

 

i) Your business becomes subject to legal distress or execution; or

 

ii) 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) You are the subject of any event or process analogous or preparatory to any of those specified in this clause 11.4 above.

 

11.5 Promptly following expiry of the Licence Period or earlier termination of this Agreement, you shall delete
and destroy (or, on our prior request, return) all copies of the Data, Materials and Derivative Works within your
possession or control or stored on any of your systems or Databases, and shall ensure the deletion or
destruction of any within the possession, control or on the systems or databases of any third party to whom
you may have made the same available.

 

11.6 Clauses 1, 2.5, 4.4, 5, 6, 9.5, and 10 to 16 shall continue to apply notwithstanding termination or expiry of
the Licence Period or this Agreement.

 

12. FORCE MAJEURE

 

We shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in
performing, or any failure to perform any of our obligations in relation to the provision of the Materials or Data
or our other obligations under this Agreement if the delay or failure was due to any cause beyond our
reasonable control.

 

13. NOTICE

 

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 sent by first class post and deemed to be received on the second business day
following posting or transmitting.

 

14. ENTIRE AGREEMENT

 

This Agreement comprises the entire agreement between the parties and there are not any agreements,
understandings, promises or conditions, oral or written, expressed or implied, concerning the subject matter
which are not merged into this contract and superseded hereby.

 

15. WAIVER

 

The failure or delay of either party to exercise any right or remedy in connection with this Agreement shall not
operate as a waiver of that right or remedy, and the waiver of any breach or infringement shall not operate as
a waiver or any subsequent breach or infringement. No waiver shall be effective unless it is in writing, duly
signed and communicated to the other in accordance with clause 13.

 

16. LAW AND JURISDICTION

 

This Agreement is governed by and interpreted in accordance with English law. The parties agree that the
English courts will have non-exclusive jurisdiction to hear any disputes relating to this Agreement.

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