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
1.1. Some words and phrases used in this Agreement have the special meanings. These meanings are set out below.
Word or Expression
your Order Form and these Terms and Conditions;
Our standard charges applying from time to time for the Services;
any data provided by You 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, seen HERE;
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;
the sending of a marketing communication (which may, depending on the context be a postal communication or an electronic communication) to a business;
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;
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 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;
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);
each twelve-month period commencing on the Commencement Date and on 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 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.
PERIOD OF AGREEMENT
· 2.1. This Agreement starts on the Commencement Date and continues until terminated in accordance with this Agreement.
· 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.
· 4.1. 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.
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.
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.
· 7.1. 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.
· 8.1. 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:
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).
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.
· 11.1. 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.
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:
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.
· 14.1. 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.
· 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:
§ 126.96.36.199 the return or destruction of data on termination of this Agreement or the Agreement Purposes, and
§ 188.8.131.52 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.
· 17.1. 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.
· 18.1. 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
Financial Ombudsman Service
South Quay Plaza
183 Marsh Wall
· 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.