'Purchaser': means the person, firm, company or organisation to whom Target Response agrees to supply goods and/or services.
'Data': means the proprietary information of Target Response, representing and consisting of company information in 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 Target Response is authorising the use of the data. For the purposes of this agreement, a Licensee excludes from its meaning any third party, including any holding company, sister company or subsidiary.
'Nominated' means any organisation who, on behalf of the Licensee is contracted to.
'License': means the period of time or the number of uses for which the data is licensed.
1. All data rentals, electronic communications, mailing and telemarketing campaigns are to be used within the terms of the License agreed.
2. The Licensee and/or its Nominated Third Party will not assign, transfer or sub-license this agreement without the written permission of Target Response.
3. Agreement for a Licensee to use data supplied by Target Response, 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.
4. Target Response 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. All prices, quantities and delivery times stated in any quotation are not binding upon Target Response. They are commercial estimates only, which Target Response will make every effort to achieve.
5. 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.
6. Where the data 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.
7. Electronic transfer of data which is deemed unreadable or otherwise disputed will not be re-run until it has been returned and checked. Where Target Response is found not to be at fault, the Licensee will be liable for all associated re-run and delivery charges.
8. 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 Target Response's database.
9. The Licensee and/or Nominated Third Party acknowledge that all intellectual property rights including without limitation copyright, shall remain the sole property of Target Response.
10. The Licensee and/or its Nominated Third Party is authorised to use Target Response 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 Target Response representative.
11. 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.
12. 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 Target Response's database.
13. The Licensee and/or its Nominated Third Party shall ensure that it’s use of the database shall comply with the codes of practice of the appropriate supervisory and Government bodies. These include the DMA (UK), The British Code of Advertising Practice, Information Commissioners Office, DTI and Advertising Standards Authority.
LIMITATION OF LIABILITY
14. The Licensee's attention is drawn to the fact that Target Response shall not be liable for any claim arising out of inappropriate or unauthorised use of the data, including electronic communications or 'spamming'.
15. The information that is contained within the Target Response database is believed to be accurate to the best of Target Response's ability. Notwithstanding any terms of this agreement, Target Response 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 Target Response shall in any event be limited to the value of the contract.
16. 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. Target Response will not be held responsible or liable for any breach of legislation and resulting prosecution.
DATA QUALITY GUARANTEE
17. Target Response have a record replacement 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.
18. The refund policy specifically excludes the supply of email addresses. Furthermore, Target Response shall not be liable for direct or indirect loss, consequential loss or loss of profits suffered by the user of Email addresses supplied by Target Response for any reason whatsoever including non-connection or inaccurate data.
19. All data supplied by Target Response 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.
20. 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 Target Response's database.
21. Where it is proven beyond reasonable doubt that the Purchaser, Licensee or their Nominated Third Party has supplied or re-sold Target Response's information to a third party, Target Response reserve the right to seek legal action to re-coup damages, full legal costs and punitive damages.
22. Target Response's exercise of clauses 20 & 21 will in no way prejudice any other rights Target Response may have in respect of such actions by the Licensee or their Nominated Third Party.
23. 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.
24. Payment must be made within 30 days of the Target Response invoice data or within other written documentation signed and agreed in advance by both parties.
25. Invoice queries must be presented within seven working days from receipt.
26. 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.
27. 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.
28. 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.
29. 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.
By agreeing to receive Target Response’s data I confirm that I have read, understood and agree to Target Response's Terms and Conditions.