B2B Prospector Terms and Conditions
These Terms and Conditions apply to the purchase of any services via this Website.
They supersede any Terms and Conditions previously signed or agreed between the parties for these Services.
Part A of these Terms and Conditions applies to all purchasers of services via the Website.
If You are acting as a Reseller Part B of the Terms and Conditions apply to You in addition to Part A.
1.1. Some words and phrases used in this Agreement have the special meanings.
These meanings are set out below.
|Word or Expression
||these Terms and Conditions;
||Our standard charges applying from time to time for the Services;
||any data owned by You and provided to Us in connection with this Agreement,
including information supplied by You in the Registration process;
||the date on which You first use the Services, unless otherwise agreed in writing between us;
||any and all information relating to the trade secrets, operations, processes, plans, intentions,
product information, prices, know-how, designs, customer lists, market opportunities, transactions,
affairs and/or business of the parties and/or to their customers, suppliers, clients in or on any medium or format.
For the avoidance of doubt, the Information and the methods, techniques, know-how and ideas used or learned by Us
in providing the Services are Our Confidential Information;
||any entity to whom a Reseller provides (i) the Information, or (ii) services using the Information;
||the list of End Users to whom a Reseller is prohibited from selling, as set out on the Website from time to time;
||any information given by Us to You, in any form whatsoever, including any list of names and addresses of businesses;
|"Intellectual Property Rights"
||copyright, database right, domain names, patents, registered and unregistered design rights, registered and unregistered
trade marks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world
and all the rights to apply for the same;
||the sending of a marketing communication (which may, depending on the context be a postal communication or an electronic
communication) to a business;
||the credit or debit card used by you during Registration or such other card you choose to use at a later date;
||the registration process that You must complete to Our satisfaction as a pre-condition to the provision of the Services;
||an entity who either (i) provides the Information to End Users; or (ii) uses the Information to provide services to an End User;
||the services provided by Us on the Website, as may be ordered by you on the Website from time to time;
||Experian Limited (registered number 653331) Our registered office is at Landmark House, Experian Way,
Nottingham NG80 1ZZ (and the expressions "Our" and "Us" where used in this Agreement shall have like meanings);
||the website at www.b2bprospector.co.uk or such other website through which Experian delivers the Services from time to time;
||each twelve-month period commencing on the Commencement Date and each anniversary of the Commencement Date;
||means the entity authorised by Registration to use the Services and Information and the expression "Your" where
used in this Agreement shall have a like meaning.
- 1.2 The headings used in the agreement are for convenience only and do not affect the construction of
- 188.8.131.52. Wherever the words "including", "include", "includes" or "included" are used in this Agreement they
shall be deemed to be followed by the words "without limitation" unless the context otherwise requires.
PERIOD OF AGREEMENT
- 2.1.This Agreement starts on the Commencement Date and continues until terminated in
accordance with this Agreement
B2B MARKETING USE ONLY
- 3.1.The services that are made available on the Website are intended for
use in connection with business-to-business marketing only. Accordingly, You agree
that You will only use the Services for purposes relating to business-to-business marketing.
- 3.2.The restriction on use in clause 3.1 means that You will be in breach of
this Agreement if You use the Services for any purpose other than business-to-business
marketing. Examples of uses that would breach clause 3.1 include, but are not limited to, the following:
- 3.2.1.using the mailing lists to market to individuals;
- 3.2.2.using the email deployment services (as described in clause 8 below)
for sending marketing communications that relate to products or services aimed at
consumers rather than businesses.
- 3.3.Unless You are acting as a Reseller and have notified Us during the Registration
that You are a Reseller, the services are provided to You for your own business purposes only and
You are not permitted to (i) sell, transfer, sub-license, distribute or commercially exploit the Information,
(ii) otherwise make the Information available to a third party, or (iii) use the Information for the benefit of
a third party or in connection with the provision of services to a third party.
- 4.1.We will provide the Services in accordance with this Agreement.
- 4.2.Your use of the Services is at all times subject to this Agreement.
- 4.3.We can at any time vary the nature of the Services or stop providing the
Services or any part of the Services, due to circumstances beyond Our reasonable control.
- 4.4.We will notify You in writing, by email, or a notice on the Website if We are going
to amend or vary this Agreement. Such amended or varied Agreement shall apply to the provision
of Services after the date on which You receive Our notice.
- 4.5.If You do not agree with an amendment or variation that We have notified to You
pursuant to clause 4.4, then You may write to Us within 28 days of receiving Our notification
and terminate this Agreement. Termination will be effective upon the date, or after the period,
specified in the notice, which shall be no less than 30 days after the date on which We receive
the notice. You must pay all outstanding Charges up to the date of termination.
PAYMENT OF CHARGES
- 5.1.You will pay the Charges for the Services on an as-used basis.
- 5.2.Subject to clause 5.4, You agree to pay the Charges for the Services using a valid
and authorised Payment Card bearing Your name. All payments taken from the Payment Card will be in
- 5.3.We may, if We in our sole discretion decide, require You to pre-pay for the Services.
This means that We will ask You to pay an amount to Us in advance. The amount you have pre-paid will
then be displayed as Your balance on the Website, and reduce as You use the Services. When that balance
is £0, or is insufficient to pay for further services, You will need to pay by Payment Card or pre-pay
again before You continue to use the Services. If this Agreement ends and You have a balance remaining
on the Website due to pre-payment, We shall refund that balance to You.
- 5.4.We may (but are not obliged to) in our sole discretion provide You with a credit limit
in relation to the Charges. Where We do so, We can invoice You at any time after the Charges have been incurred.
You will pay each invoice within thirty days of the date on which You receive it or, if We agreed in writing,
by direct debit to Our nominated bank account. We may vary the credit limit at any time.
- 5.5.If You do not pay the Charges on time We can:
- 5.5.1.charge You interest on the outstanding amount. Interest will be charged at 2% per annum
above Barclays Bank plc base from the date on which You receive Our written notice until the date on
which We are paid (whether before or after any court judgement). You will pay any costs incurred for
pursuing outstanding invoices; and/or
- 5.5.2.suspend the Services until We receive payment; or
- 5.5.3.terminate this Agreement.
- Exercising any of these rights will not affect any other remedies that are available to us.
- 5.6.All sums payable to Us do not include Value Added Tax, or any other duty, which will be charged
at the prevailing rate.
- 5.7.We may correct any Charges payable under this Agreement and invoices in respect of those Charges
where typographical clerical or other errors have been made.
INTELLECTUAL PROPERTY RIGHTS AND LICENCE
- 6.1.All of the Intellectual Property Rights in the Information and the Services belong to Us,
or Our licensors. You will not acquire any Intellectual Property Rights to the Information or the Services
and may only make such copies of the Information as You reasonably require for the purposes expressly
permitted by this Agreement.
- 6.2You grant to Us a royalty-free, non-transferrable, perpetual licence to use the Client Data and
data relating to Your use of the Services and Your payment record. We can use the Client Data to enhance the
databases We use to provide the Services and any of Our other databases, including those We use to provide
similar services and risk and fraud prevention services. We can use data relating to Your use of the Services
and Your payment record within Our other products and services.
- 7.1.This clause 7 shall apply to each order that you make for Information that either:
- 7.1.1.is marketing data; or
- 7.1.2.contains addresses (which may be email addresses or postal addresses, depending on
the Information that You order) that You may send Mailings to.
- 7.2.In respect of each order for Information that You make, You agree that:
- 7.2.1.if You have ordered the Information for single use then You shall use the
Information once only and within 3 months of it being supplied by Us;
- 7.2.2.if You have ordered the Information for multiple use then You may use the
Information an unlimited amount of times within 12 months of it being supplied by Us.
- 7.3.You shall only use the Information in accordance with clause 7.2. However, You shall be entitled
to use the Information subsequently in respect only of those businesses which become Your bona fide customers as a
result of a Mailing carried out using the Information and in accordance with this Agreement.
- 7.4.The Information may contain a number of check names and addresses in order to monitor the usage
and to ensure that the Information is used in accordance with this Agreement.
- 7.5. You agree that We shall be entitled to publicise or disclose to third parties the existence of or the outline
of the subject matter of this Agreement.
- 7.6.Without limiting any other right or remedy We may have, where the Information is used in contravention of the
provisions of the Agreement (including in contravention of Clauses 3.3 or 7.2) You shall be liable to pay Us a sum equivalent
to the value of the Charges on each occasion that the Information is so used (which sum shall be payable within thirty days
of the date on which You receive our invoice for the sum). You agree that we may deduct any Charges due to us under this
clause 7.6 against the outstanding balance of any amount you have pre-paid to Us.
- 7.7.You acknowledge that the Information may contain data licensed to Us by third parties. We are contractually
restricted from sub-licensing the whole or substantially the whole of certain third party databases in one single selection
of records or in several selections to a single sub-licensee either alone or together with its affiliates. We reserve the
right (without incurring any liability to You) to withhold performance of the Services and/or the provision of any data to
You to the extent that We reasonably consider this to be necessary in order to comply with this restriction and/or any other
of Our obligations
- 7.8.You shall provide Us with details of any and all email addresses contained within the Information which have
bounced back to You and/or have exercised the "unsubscribe" option, within 30 days of You having become aware of the bounce-back or unsubscribe
- 8.1.You shall permit Us (on reasonable notice and during normal working hours) to audit Your compliance with Your
obligations under this Agreement with regard to use of the Services and the Information.
- 9.1.You will comply with any rules and guidelines that We reasonably prescribed in relation to the manner in which We
provide the Services. We will adopt such measures as we deem necessary to ensure the security of the Information and the Services.
- 9.2.We refer to account numbers, identification codes and passwords used to access the Services as "Client ID". You acknowledge
and agree that control of and security for Your Client ID is Your sole responsibility and that We have no liability at all for any
losses (whether direct, indirect or consequential) arising from any use of Your Client ID by any persons, whether authorised by You
or not this includes unauthorised access to Your computers and/or network or any information not deleted when these systems are
updated or replaced. We can issue You with new Client ID at any time. Any new Client ID will take effect 24 hours after We notify
You of the new Client ID.
- 9.3.You also agree that You will:
- 9.3.1.maintain appropriate technical and organisational security measures and procedures to prevent the accidental or
unauthorised disclosure of Your Client ID or its use by unauthorised persons;
- 9.3.2.inform Us as soon as You become aware of any unauthorised use and/or disclosure of Your Client ID;
- 9.3.3.be liable for any and all Charges incurred in connection with the Client ID whether or not You authorise such Charges.
- 9.4.We may invalidate or suspend use of Your Client ID if:
- 9.4.1.You breach any of Your obligations under these Terms and Conditions; and/or
- 9.4.2.We are notified of, or become aware of, any unauthorised or improper use of Your Client ID
(either by You or someone else).
PERFORMANCE AND LIABILITY
- 10.1. You agree and acknowledge that You will not use the Information as the sole basis for any of Your business decisions.
- 10.2. You acknowledge that the Information is based on information provided to Us by others and that We cannot control the
accuracy of this information, which may also contain expressions of advice or opinion.
- 10.3. We use all reasonable skill and care to provide the Services. However, You agree that it is reasonable for Us to limit
Our liability. In particular We:
- 10.3.1. do not warrant the accuracy of the Information or the validity of any advice given or opinion expressed;
- 10.3.2. are not liable for any loss of any kind which You suffer as a result of a claim by a subject of the Information, advice or opinion.
- 10.4. We are not liable to You for any of the following as a result of Our negligence, breach of contract, other tort or otherwise:
- 10.4.1. indirect or consequential loss;
- 10.4.2. the following types of financial loss; loss of profits; loss of earnings; loss of business or goodwill; even if that party had
notice of the possibility of the other party incurring such losses;
- 10.4.3. the following types of anticipated or incidental losses; loss of anticipated savings; increase in bad debt; failure to
reduce bad debt; even if that party had notice of the possibility of the other party incurring such losses.
- 10.5. Our total liability to You in any Year for all claims for negligence, breach of contract, tort or otherwise is limited as follows.
In the first Year Our liability does not exceed the amount payable by You for the Services provided during that Year. In subsequent Years Our
liability does not exceed the amount paid by You for the Services provided in the previous Year.
- 10.6. We do not give any representations, warranties, conditions, undertakings, or terms (either express or implied):
- 10.6.1. as to the fitness for a particular purpose of the Services and/or the Information;
- 10.6.2. that the Services and/or Information will meet Your requirements;
- 10.6.3. that provision of the Services will be uninterrupted, timely, secure or error free.
- 10.7. The warranties expressly set out in this Agreement are the only warranties that each party gives to the other in respect of the
subject matter of this Agreement. All other warranties, representations or terms of equivalent effect that might be implied by law are excluded
to the extent permitted by law.
- 10.8. Nothing in these Terms and Conditions excludes Our liability for death or personal injury arising out of Our negligence, or any
other matter which it would be illegal for Us to exclude and/or limit, or attempt to exclude and/or limit, Our liability.
- 10.9. You will protect Us and keep Us fully protected against any claims or actions made or brought against Us as a result of:
- 10.9.1. You rendering the Information inaccurate or incomplete (whether by an act or omission);
- 10.9.2. Your use of the Services.
- This protection shall include all losses, damages, costs and other expenses (including any payments We make to settle
any such claims or actions on the advice of Our lawyers) that We incur and You promise to pay Us or reimburse Us if there is any such loss, damage,
cost or other expense. This protection will not apply to the extent that the claim or action has been directly caused by Our breach of this Agreement.
- 11.1. We both will ensure that Our respective officers, employees and agents shall maintain in strictest confidence and not divulge or
communicate to anyone else any Confidential Information of which it is the recipient. This shall not affect any of the other part of these Terms
- 11.2.These provisions do not apply to any Confidential Information which:
- 11.2.1.either You or We are required to divulge by a Court, tribunal or governmental authority with competent jurisdiction;
- 11.2.2.is already public knowledge, other than where either You or We break these confidentiality provisions;
- 11.2.3.was already known to the recipient before the date of disclosure (as evidenced by written records);
- 11.2.4.was independently obtained from someone else, without that person breaking any confidentiality obligations they have to either
You or Us.
CO-OPERATION AND ASSISTANCE
- 12.1. You shall at Your own cost co-operate with Us to such extent and provide to Us such information and assistance as We reasonably
require to perform Our obligations in relation to the Services.
- 13.1. Either of Us may terminate this Agreement by giving the other not less than 30 days prior written notice unless otherwise
agreed in writing.
- 13.2. Either You or We may terminate this Agreement by written notice if:
- 13.2.1.either You or Us materially breach this agreement and fail to remedy that breach within seven days of receiving written
notice of the breach from the other to that effect;
- 13.2.2.an order or resolution is made or passed to wind up the other (unless this is solely for the purpose of reconstruction or
- 13.2.3.the other becomes insolvent or has an administrator or administrative receiver is appointed over its assets.
- Such notice will take effect immediately or on the date specified in the notice.
- 13.3. Not using or infrequently using the Services can be an indication of possible fraud. We therefore may terminate this
Agreement by written notice if:
- 13.3.1. You make no use of the Services for a continuous period of 6 months; or
- 13.3.2. the Charges which You incur in relation to the Services in any continuous period of 12 months are less than £480
plus VAT (or such other minimum spend figure as We apply generally to Our clients of the Services at any time).
- We may also suspend Your use of the Services if We have any other reason to believe that the Services may be
being used for the purpose of fraud. We will notify You if We exercise this right to suspend, and will give due consideration
(through Our standard procedures) to any request You make for the Services to be re-instated. If, however, We then remain of
the view that the risk of fraud remains, or if You have not made a request for reinstatement within a reasonable time period
set by Us, We may terminate this Agreement by written notice.
- 13.4. Termination will not affect:
- 13.4.1. any other rights either You or We may have acquired before termination;
- 13.4.2. any part of these Terms and Conditions intended to survive termination.
- 13.5. We will invalidate Your Client ID as soon as termination occurs.
- 13.6. Any licence or permission granted to You will cease immediately on termination of this Agreement.
- 14.1. Both of us undertake to each other that in respect of the provision and use of the Services (as appropriate) We will both
comply fully with all relevant statutory enactments from time to time in force (including the Data Protection Act 1998 in so far as its
provisions are applicable).
- 14.2. You further undertake to Us that:
- 14.2.1. prior to Your use of the Services, You will hold all registrations and licences necessary for You to comply
with Your obligations under this Agreement;
- 14.2.2. you will use the Information in accordance with all relevant codes of practice in the direct marketing industry
and/or the advertising industry.
- 14.3. You warrant that You have in place and will maintain:
- 14.3.1. appropriate technical and organisational measures against accidental, unauthorised or unlawful processing,
destruction, loss, damage or disclosure of the Information;
- 14.3.2. adequate security programmes and procedures to ensure that unauthorised persons do not have access to equipment
used to process the Information or on which Information is stored.
- 14.4. You acknowledge that certain services that We may make available for order on the Website are governed and/or
restricted by various statutory provisions, regulations, codes of practice, rules and principles relating to the obtaining, use and
sharing of personal data ("the Regulatory Framework") which shall include Direct Marketing Association (UK) Limited Code of Practice,
Telephone Preference Service rules, Fax Preference Service rules, The British Code of Advertising Practice, The British Code of Sales
Promotion Practice and The Advertising Association's Standards of Practice in List and Database Management (as such codes are amended
and re-drafted from time to time). Accordingly (and without prejudice to any other provision of this Agreement) You further acknowledge
and agree that Experian shall be entitled to suspend, cancel or decline to provide any services to the extent that in Our reasonable
opinion to provide the services would be:
- 14.4.1. contrary to any requirement of the Regulatory Framework;
- 14.4.2. not desirable or practicable by reason of any political regulatory or public pressures;
- 14.4.3. beyond Your entitlement to receive any Information which would otherwise be received as part of the services.
- 14.5. Our exercise of the rights set out in clause 14.4 shall not with regard to any part of the Services terminate any obligation of
Us or You relating to any other part of the Services.
- 14.6. You shall at Our request inform us of the intended use of the Services and/or any other information which We reasonably
consider relevant in order for Us to determine that, in performing the Services, We and You are complying with the provisions of this Agreement.
available on the Website.
- 16.1. This Agreement is the entire agreement between the parties relating to the subject matter of this Agreement. It supersedes
all previous negotiations, understandings, agreements and/or representations.
- 16.2. The rights granted by this Agreement are personal. Subject to clause 16.3, neither party can assign or grant any of these
rights to anyone else without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
- 16.3. We shall be entitled to sub-contract any or all of its obligations under this Agreement to a sub-contractor but by doing so We
shall be responsible for the acts and omissions of the sub-contractor to the same extent as if We had carried out the obligations pursuant to
- 16.4. If either party fails to exercise any right or remedy available under this Agreement then such failure or delay will not
prevent that party from relying on those rights or remedies in the future.
- 16.5. If any part of this Agreement is found to be invalid by a Court it shall be deleted and the rest of these Terms and Conditions
will remain in full force and effect.
- 16.6. All notices must be in writing and sent by recorded delivery post or fax or e-mail. If We write to You We will use the
address or fax number or e-mail set out in Your Registration to receive the Services. You can write to Us at the address shown on the
Website if this is different from Our registered office address.
- 16.7. All notices are deemed received:
- 16.7.1. if posted to the correct address - two working days after being posted;
- 16.7.2. if sent by facsimile to the correct facsimile number - one hour after transmission;
- 16.7.3. if sent by fax outside the normal working hours of the addressee - one hour after the re-opening for business of the
- 16.7.4. if sent by e-mail to the correct e mail address when a receipt notification is received.
- Service by fax is only effective if the original of the fax is placed in the post the same day as the fax is
- 16.8. Only You and We have legal rights under this Agreement. It is not intended that any part of this Agreement will be enforceable,
by virtue of the Contract (Rights of Third Parties) Act 1999, by any other person.
- 16.9. This Agreement shall be governed by, and construed in accordance with, English law. We both agree that the Courts of England
shall have exclusive jurisdiction to settle any dispute that may arise out of, under, or in connection with this Agreement.
- 1.You shall not be entitled to act as a Reseller unless You have informed Us that You are acting as a Reseller during Registration and
have confirmed that You will not supply the Information to any End User on the Exclusion List. We can refuse permission for You to act as a
Reseller in Our sole discretion, and without giving reasons. Where You are acting as a Reseller, the terms and conditions set out in this Part
B shall apply. To the extent of any conflict or inconsistency between the terms and conditions set out in Part A and those set out in Part B,
Part B shall prevail.
- 2.You shall not provide the Information to, or use the Information for the benefit of, any End User on the Exclusion List.
- 3.Subject to Clause 2, You may use the Information on behalf of an End User for business-to-business marketing purposes and/or
you may provide the Information to an End User for business-to- business marketing purposes. In either case, You shall comply with
(and shall ensure that the End User complies with) the licence terms set out in Clause 7.2 of Part A of these Terms and Conditions.
- 4.Before You use any Information on behalf of an End User, or provide any Information to an End User, You shall enter into a
written agreement with the End User containing terms equivalent to Clauses 3, 6, 7, 10 and 14 of Part A of these Terms and Conditions,
provided that in Your agreement with the End User references to “Us” in these Terms and Conditions shall be replaced with references to
You and references to “You” in these Terms and Conditions shall be replaced with references to the End User.
- 5.In acting as a Reseller You shall:
- a.not do anything to harm Our reputation;
- b.not pledge the credit of Experian in any way or bind it by contract or otherwise,
except as specifically permitted under this Agreement;
- c.not modify the Services or the Information save as permitted by Experian in writing;
- d.not use Our name or any of Our trade marks in Your marketing or promotional materials without Our prior written approval;
- e.not make any representations about the Services without Our prior written approval;
- f.at Our request provide a list of each End User to whom You have provided the Information
or on whose behalf You have used the Information;
- g.promptly provide use with details of all complaints relating to the Information by an End User and
cooperate with Us and End Users to resolve any complaints;
- h.h. provide Us with details of all email addresses contained within the Information which have bounced
back to You or Your End User and/or have exercised the "unsubscribe" option, within 30 days of You or Your End User
having become aware of the bounce-back or unsubscribe.
- 6.You shall promptly (i) audit an End User’s compliance with the terms set out in Clauses 3 and 4 of Part B above,
if We notify You that We reasonably believe an End User may have breached those terms, and (ii) provide written details of
the outcome of the audit to Us.
- 7.You are free to determine the price you charge to Your End Users and nothing in this Agreement requires You to monitor
prices or provide any other information to Us which could be used directly or indirectly to fix prices.
- 8.You shall conduct due diligence in relation to all End Users as required by Us from time to time.
- 9.If We reasonably believe the Information has been used in breach of this Agreement or in breach of terms set
out in Clause 4 of Part B above by You or an End User:
- a.We shall be entitled to suspend provision of the Services; and
- b.You shall, and shall procure that the End User shall, co-operate fully with Our investigations into such use.