B2B Prospector
Terms and Conditions V1.5 (applicable from October 8th 2018)
These Terms and Conditions apply to the purchase of any services via
this Website, or our call centre support team. Part A of these Terms and
Conditions applies to all purchasers of the Services. If You are acting as a
Reseller, Part B of the Terms and Conditions apply to You in addition to Part
A.
·
PART A - GENERAL TERMS
·
1.
DEFINITIONS
1.1. Some words and phrases used in this Agreement have the special
meanings. These meanings are set out below.
Word or Expression |
Meaning |
"Agreement" |
your Order Form and these Terms and
Conditions; |
"Charges" |
Our standard charges applying from
time to time for the Services; |
"Client Data" |
any data provided by You to Us in connection with this Agreement, including information
supplied by You in the Registration process; |
"Commencement Date" |
the date on which You first use the
Services, unless otherwise agreed in writing between us; |
"Confidential Information" |
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; |
"End User" |
any entity to whom a Reseller
provides (i) the Information, or (ii) services
using the Information; |
"Exclusion List" |
the list of End Users to whom a
Reseller is prohibited from selling, as set out on the Website from time to
time, seen HERE; |
"Information" |
any information given by Us to You,
in any form whatsoever, including any list of names and addresses of
businesses and email addresses thereof; |
"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; |
"Mailing" |
the sending of a marketing
communication (which may, depending on the context be a postal communication
or an electronic communication) to a business; |
"Order Form" |
the form detailing the Services
ordered. Where You order Services via the Website, this form will be
displayed on the Website. Where You order Services via our call centre, this
form will be sent to You by email; |
"Payment Card" |
the credit or debit card used by you
during Registration or such other card you choose to use at
a later date; |
"Registration" |
the registration process that You
must complete to Our satisfaction as a pre-condition to the provision of the
Services; |
"Reseller" |
an entity who either (i) provides the Information to End Users; or (ii) uses
the Information to provide services to an End User; |
"Services" |
the services provided by Us on the
Website and as detailed on the Order Form, or as may be ordered by you on the
Website or via our call centre support team from time to time as detailed on
the Order Form; |
"We" |
Experian Limited (registered number
653331) Our registered office is at Sir John Peace Building, Experian Way,
Nottingham NG80 1ZZ (and the expressions "Our" and "Us"
where used in this Agreement shall have like meanings); |
"Website" |
|
"Year" |
each twelve-month period commencing
on the Commencement Date and on each anniversary of the Commencement Date; |
"You" |
means the entity authorised by
Registration to use the Services and Information and the expression
"Your" where used in this Agreement shall have like meaning. |
·
1.2. The headings used in this Agreement are
for convenience only and do not affect the construction of this Agreement.
·
1.3. 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.
·
2.
PERIOD OF AGREEMENT
·
2.1. This Agreement starts on the
Commencement Date and continues until terminated in accordance with this
Agreement.
·
3.
PERMITTED USE
·
3.1. The Services 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:
o 3.2.1. using the mailing
lists to market to individuals;
o 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 internal 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.
·
3.4. You confirm that You are purchasing
these Services for the purposes of your business, trade or profession.
·
4.
THE SERVICES
·
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.
·
4.6 By
registering for the Services, you will automatically receive relevant updates
relating to the Services.
·
5.
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 pounds Sterling.
·
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 your account due to the 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 the invoice 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:
o 5.5.1. charge You interest
on the outstanding amount. Interest will be charged at 2% per annum above
Barclays Bank plc base rate from the due date 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
o 5.5.2. suspend the Services
until We receive payment; or
o 5.5.3. terminate this
Agreement.
o Exercising any of
these rights will not affect any other remedies that are available to us.
·
5.6. All Charges exclude 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 by providing a credit,
replacement invoice or new invoice for the amount of
the error.
·
6.
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.
·
6.2 You 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.
MAILING LISTS
·
7.1. This clause 7 shall apply to each order
that you make for Information that either:
o 7.1.1. is marketing data; or
o 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.(A) In respect of each
order for Information (that does not include email addresses) that You make,
You agree that:
o 7.2.(A)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;
o 7.2.(A)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.
7.2 (B) In respect of each order for Information (that includes email addresses)
that You make, You agree that:
o
7.2.(B)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;
o
7.2.(B)2. if You have ordered
the Information for multiple use then You may use the Information up to 12
times within 12 months of it being supplied by Us and no more than 4 times in 1
calendar month.
·
7.3. You shall only use the Information in
accordance with clause 7.2(A) and 7.2(B), as applicable. 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.
AUDIT
·
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.
SECURITY
·
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:
o 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;
o 9.3.2. inform Us as soon as
You become aware of any unauthorised use and/or disclosure of Your Client ID;
o 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:
o 9.4.1. You breach any of
Your obligations under this Agreement; and/or
o 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).
·
10.
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:
o 10.3.1. do not warrant the
accuracy of the Information or the validity of any advice given or opinion
expressed;
o 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:
o 10.4.1. indirect or
consequential loss;
o 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;
o 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):
o 10.6.1. as to the fitness for
a particular purpose of the Services and/or the
Information;
o 10.6.2. that the Services
and/or Information will meet Your requirements;
o 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, for fraud, fraudulent misrepresentation, 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:
o 10.9.1. You rendering the Information inaccurate or incomplete (whether
by an act or omission);
o 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.
GENERAL CONFIDENTIALITY
·
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
and Conditions.
·
11.2. These provisions do not apply to any
Confidential Information which:
o 11.2.1. either You or We are
required to divulge by a Court, tribunal or governmental authority with
competent jurisdiction;
o 11.2.2. is already public
knowledge, other than where either You or We break these confidentiality
provisions;
o 11.2.3. was already known to
the recipient before the date of disclosure (as evidenced by written records);
o 11.2.4. was independently
obtained from someone else, without that person breaking any confidentiality
obligations they have to either You or Us.
·
12.
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.
TERMINATION
·
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:
o 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;
o 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 amalgamation);
o 13.2.3. the other becomes
insolvent or has an administrator or administrative receiver is appointed over
its assets.
o 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:
o 13.3.1. You make no use of
the Services for a continuous period of 6 months; or
o 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).
o 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:
o 13.4.1. any other rights either
You or We may have acquired before termination;
o 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.
STATUTORY COMPLIANCE
·
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 applicable legislation, regulations and rules having
equivalent force .
·
14.2. You further undertake to Us that:
o 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;
o 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:
o 14.3.1. appropriate technical
and organisational measures against accidental, unauthorised or unlawful
processing, destruction, loss, damage or disclosure of the Information;
o 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 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:
o 14.4.1. contrary to any
requirement of the Regulatory Framework;
o 14.4.2. not desirable or
practicable by reason of any political regulatory or
public pressures;
o 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.
·
14.7. You shall ensure that You have all
necessary licences, consents, permissions and agreements required to provide
the Client Data to Us in order for Us to provide the
Services.
o 14.7.1. An order confirmation
will be sent by email confirming the detail of the data audit;
o 14.7.2. The data audit will
be ordered via www.b2bprospector.co.uk
o 14.7.3. Payment mechanism and
terms are as per B2B Prospector
·
14.8. Experian performs periodic checks on
its clients against sanctions lists. If Experian at any time becomes aware that
the Client is on such a list, then Experian is entitled to immediately
terminate this Agreement and any other contracts that are in place with the
Client, by serving written notice on the Client.
·
15.
PRIVACY POLICY
·
15.1. All personal data about you will be
treated in accordance with our Privacy Policy. Please read our Privacy Policy
which is available on the Website.
·
16.
DATA PROTECTION
·
16.1 Without prejudice to the general
obligations in Clause 14.1, each of the parties shall in the provision or use
of the Services (as appropriate) comply with the Data Protection Act 1998
("DPA") (to the extent that it remains in force from time to time)
and with the General Data Protection Regulation ("GDPR") to the
extent that and in the form that it is a requirement of English law from time
to time and with any other UK data protection law (each with effect from the
date on which it becomes part of English law).
·
16.2 Each party warrants that it shall
implement appropriate technical and organisational measures to ensure a level
of data security relating to the Personal Data of the other party appropriate
to the risk presented by its processing.
·
16.3 The Client instructs Experian to, and
agrees that Experian may, process the Client Data for the purposes of Experian
providing the Services as contemplated by this Agreement, and for such other
purposes as the parties may agree from time to time (the "Agreement
Purposes").
·
16.4 There are or may be circumstances in
which Experian is a processor of personal data within the Client Data on behalf
of the Client ("Processor"). Experian agrees that when, and to the
extent that from time to time, it is a Processor of Client Data it shall:
o 16.4.1 process the Client
Data only in accordance with the Client's instructions referred to in Clause
16.3 above, and any other instructions agreed by the parties from time to time;
o 16.4.2 not transfer Client
Data outside the European Economic Area, other than on an occasional and
temporary basis to third parties appointed as general suppliers of technology
and services to Experian in order to support and
maintain the Services, or as otherwise agreed by the parties from time to time,
(provided that this shall not limit any transfers which Experian makes as
controller, as defined in the GDPR);
o 16.4.3 ensure that persons
authorised to process the Client Data have committed themselves to
confidentiality;
o 16.4.4 not appoint any other
Processor, other than as agreed by the parties from time to time (but Experian
shall be entitled to appoint third parties as general suppliers of technology
and services, provided that such third parties do not carry out specific
processing activities on behalf of the Client);
o 16.4.5 ensure that where
Experian appoints another Processor as contemplated by Article 28(4) of the
GDPR, that Processor is subject to contract obligations as required by that
Article;
o 16.4.6 taking into account the nature of the processing Experian
carries out as a Processor of Client Data, assist the Client by appropriate
technical and organisational measures, insofar as this possible, for the
fulfilment of the Client's obligation to respond to requests for exercising the
data subject rights laid down in Chapter III of the GDPR;
o 16.4.7 assist the Client in
ensuring compliance with the obligations pursuant to Articles 32 to 36 of the
GDPR, taking into account the nature of the processing
Experian carries out, and the information available to Experian, in its
capacity as a Processor of Client Data;
o 16.4.8 (at the request of
the Client) comply with its obligations relating to:
o
§ 16.4.8.1 the return or
destruction of data on termination of this Agreement or the Agreement Purposes,
and
§ 16.4.8.2 any audit rights
under this Agreement;
o 16.4.9 (at the request of
the Client) provide the Client with any information which it is reasonable for
Experian to provide to allow the Client to demonstrate compliance with Article
28 of the GDPR;
o 16.4.10 comply with its
obligations under Article 28(3) of the GDPR to inform the Client immediately if
in the opinion of Experian any instruction of the Client referred to in Clause
16.4.1 infringes the GDPR or any other relevant data protection provision;
o 16.4.11 notify the Client
without undue delay after becoming aware of a personal data breach relating to
the Client Data.
·
17.
GENERAL
·
17.1. 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.
·
17.2. The rights granted by this Agreement
are personal. Subject to clause 17.3, 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).
·
17.3. We shall be entitled to sub-contract
any or all of Our 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 this Agreement.
·
17.4. 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.
·
17.5. 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.
·
17.6. All notices must be in writing and sent
by recorded delivery post. If We write to You, We will
use the address 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.
·
17.7. All notices are deemed received if
posted to the correct address - two working days after being posted.
·
17.8. 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 or otherwise, by any other person.
·
17.9. 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.
·
18.
COMPLAINTS
·
18.1. We are sorry if you feel the need to
complain. We want to hear from you because telling us gives us the chance to
put matters right for you, and see how we can improve what we do for others.
Whatever way you complain to us, we will take notice.
·
18.2. Click HERE to find out
about our complaints handling procedure and how to make a complaint.
·
18.3. If we cannot resolve things under that
procedure, then you may have the right to refer your complaint, free of charge,
to the Financial Ombudsman Service. If you are in any doubt about whether you
can refer your complaint to the Ombudsman, please contact the Ombudsman. The
contact details for the Financial Ombudsman Service are:
Telephone: 0300 123 9 123, or from
outside the UK +44 20 7964 1000
Email: complaint.info@financial-ombudsman.org.uk
Website: www.financial-ombudsman.org.uk
Financial Ombudsman Service
South Quay Plaza
183 Marsh Wall
London
E14 9SR
·
PART B - RESELLER TERMS
·
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 an End User 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:
o a. not do anything to harm Our reputation;
o b. not pledge the credit
of Experian in any way or bind it by contract or otherwise, except as
specifically permitted under this Agreement;
o c. not modify the
Services or the Information save as permitted by Experian in writing;
o d. not use Our name or
any of Our trade marks in Your marketing or promotional materials without Our
prior written approval;
o e. not make any
representations about the Services without Our prior written approval;
o 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;
o g. promptly provide Us with details of all complaints relating to the
Information by an End User and cooperate with Us and End Users to resolve any
complaints;
o 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:
o a. We shall be entitled
to suspend provision of the Services; and
o b. You shall, and shall
procure that the End User shall, co-operate fully with Our investigations into
such use.