Terms & Conditions

 

1. GENERAL

In so far as the context admits these terms and conditions are deemed to be incorporated into any agreement entered into with InfoLogic for the provision of any service or product.  For avoidance of doubt, InfoLogic agrees to offer services and advice either through it's web site or otherwise and users agree to use InfoLogic's services and web site.

 

When Ordering Products or Services on-line through our website or via other means you  the customer confirm you and no one on your behalf is applying for use of the data on the applicable InfoLogic conditions below and you accept the conditions unreservedly. In particular you confirm that you know that it is a condition of this contract that you are fully responsible for the safe keeping of this file and its contents and that it may not be resold or given or used by anyone other that you without prior written and specific consent from InfoLogic. You herby confirm that you know the order requirements as specified on the order form are correct and understand that once purchased, the order cannot be refunded or exchanged in any way, shape or form; you also understand that the records supplied may vary from the number specified at the time of order due to file cleaning, mailing and telephone preference screening laws as well as the volatile nature of the dynamic data universe. Failure to adhere to the conditions will result in prosecution to cover damages, time and lost revenues.

 

2. DEFINITIONS

In this Agreement the following expressions shall have the following meanings: “this Agreement” means the terms and conditions set out above, here, under and overleaf “Bureau” means any third party which is responsible to the Client and/or the User and which is to assist the Client and/or the User in using the Services “the Client” means the individual, firm or limited company specified herein to whom the Services are to be provided “the Information” means any information (in whatever form, including without limitation any list of names and addresses of individuals and/or businesses) contained in the Media “the Media” means the records, tapes or other materials and documents upon which the Information is communicated to the Client “the Services” means the Media and the services to be provided by InfoLogic in accordance with this Agreement (details of such services being set out overleaf) “the User” means that individual firm or other party as may be specified overleaf that is to use the Services.

 

3. CONTRACT TERMS

Subject to Clause 17 hereunder this Agreement and any other agreement between InfoLogic and the Client shall be upon the terms and subject to the conditions set out below and overleaf to the exclusion of any other terms and conditions whether or not the same are endorsed upon delivered with or referred to in the order or any other document delivered sent or otherwise disclosed by the Client to InfoLogic. The Client acknowledges that it has not relied upon any representations or warranties made by InfoLogic or its agents save as expressly provided in this Agreement.

 

4. PAYMENT OF CHARGES

4.1 The charges payable for the Services (“the Charges”) shall be as specified overleaf / within our Order Form / Invoice.

4.2 InfoLogic may at its option require the Charges to be paid (either in full or part) before the Services are provided to the Client but otherwise the Charges shall be due and payable to InfoLogic within 14 days of the date of InfoLogic’s invoice.

4.3 Interest at an annual rate of 3% above Bank of England's base rate from time to time shall accrue daily and be calculated on a daily basis on any sum overdue from the date of invoice until payment in full of the Charges (whether before of after any judgment)

4.4 Unless expressly stated otherwise the Charges shall be exclusive of VAT (which for the avoidance of doubt shall be payable at the prevailing rate by the Client in accordance with the terms and conditions hereof)

4.5 The Client shall have no right to set-off against InfoLogic in respect of any claims it may have against InfoLogic (whether in connection with this Agreement or otherwise)

4.6 Additional charges shall be payable for any additional services, which the Client requires InfoLogic to provide subsequent to any quotation given by InfoLogic.

4.7 All delivery and handling charges shall be payable by the Client

4.8 In the event that InfoLogic agrees (as indicated overleaf) to give the Client any credit in respect of the Charges the Client acknowledges that such credit is given by InfoLogic strictly on condition that the Client pays to InfoLogic not less than £1,500 (one thousand five hundred pounds) during each discrete period of 12 (twelve) months commencing on the date of this Agreement (and thereafter each anniversary of such date) during the duration of this Agreement (“the Minimum Value Figure”).

4.9 In the event that at the expiry of any period of 12 months referred to in clause 4.8 there is a shortfall between the Charges actually paid by the Client and the Minimum Value Figure InfoLogic shall be entitled to invoice the Client such shortfall and the Client shall then pay such shortfall within 28 days from the date of such invoice.

 

5. QUOTATIONS

5.1 Any prices quoted or quotations made by InfoLogic are made on the basis that all services quoted for will be based on costs prevailing at the time of quotation. Quotations shall not be binding and the Charges are subject to amendment at InfoLogic’s discretion on or at any time after issue and or acceptance in order to meet any increase in costs (due to whatever cause).

5.2 InfoLogic may within reason correct any Charges payable or wording under this Agreement including Order Form, Quotes and or Invoices in respect thereof where typographical or other errors have been made.

 

6. COPYRIGHT

Property and the Copyright (and all other intellectual property rights) in the Media, Output, Content and the Information (other than any information which was passed to InfoLogic by the Client in connection with the Services or which has been obtained from any third party by InfoLogic) shall at all times remain vested in InfoLogic.

 

7. CONFIDENTIALITY

7.1 The Client undertakes:

7.1.1 that it shall not (without the prior written consent of InfoLogic) re-use copy reproduce publish or transmit the Information (or any part thereof) in any manner whatsoever.

7.1.2 that it shall not disclose communicate or make available the Information or any confidential information (as defined below) to any third party provided always that the Client shall be permitted to disclose the Information to any User and/or Bureau specified in the Agreement solely in accordance with Clause 8.4 below.

7.1.3 (without prejudice to Clause 7.1.2 above) that it shall not provide the whole or any part of the Information as part of any directory or other product or service for distribution to third parties

7.1.4 For the purposes of sub-clause 7.1.2. hereof the expression “Confidential Information” shall mean (as the context may require):­

7.1.4.1 any information concerning InfoLogic’s trade secrets or business dealing transactions or affairs which may come to the notice of the Client and/or

7.1.4.2 any information or know-how relating to the methods or techniques used by InfoLogic in devising and developing the Services and any tapes documents or other materials comprising any part of such information and/or know-how made available by InfoLogic hereunder

7.1.5 The provisions of sub-clause 7.1.2. hereof shall not apply to any Confidential Information to the extent that the Client is required to divulge the same by a Court tribunal or governmental authority with competent jurisdiction or the information is in the public domain or such information has been received independently from a third party.

 

8. USAGE

8.1 Unless otherwise agreed in writing by InfoLogic the Information shall be used by the Client once only and within 6 months of being supplied by InfoLogic and only for the purposes relating to the Client's marketing purposes as specified more particularly overleaf provided that the Client shall be entitled to use the Information subsequently in respect only of those individuals and/or businesses which become bona fide customers of the Client by use of the Information in accordance with this Agreement.

8.2 It is a condition of this provision of the Services that prior to such provision the Client shall specify, in writing to InfoLogic the full name and address of the User and the Bureau and such information concerning such User and Bureau as InfoLogic shall reasonably require together with the estimated date upon which the Information is intended for use and the purposes of such use. The Client agrees that InfoLogic may withhold the provision of the Services to the Client when InfoLogic has reasonable justification for doing so. The Client acknowledges that the Information may contain data licensed to InfoLogic by third parties (in respect of data licensed by each such third party a ‘’Third Party Database’’) and that InfoLogic is contractually restricted from sub-licensing the whole or substantially the whole of any Third Party Database in one single selection of records or in several selections to a single sub-licensee either alone or together with its affiliates. InfoLogic reserves the right (without incurring any liability to the Client) to withhold performance of the Services and/or the provision of any data to the Client to the extent that InfoLogic reasonably considers this to be necessary in order to comply with this restriction and/or any other obligation of InfoLogic to any such licensor of a Third Party Database.

8.3 A reasonable time prior to such use the Client shall provide to InfoLogic a sample of all promotional material to be delivered to any and all names and address included within the Information and the Client further expressly agrees that it shall not send out any promotional material if so required by InfoLogic.

8.4 Subject always to sub-clause 7.1. above the Client may use the Information for the bona fide business purposes of the User and may provide the Information to the User and/or Bureau solely for such purposes to be carried out but the Client shall procure that the User and the Bureau shall (where the context so admits) fully comply with the obligations of the Client under this Agreement as if they were each a party hereto (without limitation including the provisions of Clause 7.1 hereof) and shall supply the User and Bureau with a copy of these terms and conditions.

8.5 The Information will 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

8.5.1 The Client agrees that (and shall procure that the User and/or Bureau shall agree that) InfoLogic shall be entitled to publicise or disclose to third parties the existence of or the outline of the subject matter of this Agreement

8.5.2 Where the Information is used in contravention of the provisions of this Agreement the Client shall be liable to pay InfoLogic a sum equivalent to the value of the Charges on each occasion that the Information is so used which sum shall be payable in accordance with the provisions of Clause 4.2 above.

8.5.3 The Client expressly agrees and acknowledges that the provisions of sub-clause 8.5.2 above shall operate by way of liquidated damages and are a genuine pre-estimate of InfoLogic’s loss in such circumstances all Media must be returned to InfoLogic within one month of use.

 

9. LIMITATION OF LIABILITY

9.1 While reasonable endeavours will be made by InfoLogic to provide the Services in accordance with any delivery date or manner specified and to ensure that the Information is accurate InfoLogic does not warrant the accuracy or fitness for any particular purpose of the Information (or any part thereof) and  does not warrant or guarantee the results of any exercise carried out by the Client and InfoLogic shall not be liable to the Client for any loss damage costs or expenses suffered or incurred by the Client (and/or the User and/or the Bureau) by reason of the Services not being provided on the said dates or the said manner or any Information being inaccurate or in the event of any defect in our failure of any activity.

9.2 Without prejudice to any other provision contained in this Agreement:

9.2.1 InfoLogic shall not be liable (whether in contract or in negligence or tort or otherwise) for any indirect or consequential loss of any kind whatsoever.

9.2.2 InfoLogic shall not be liable for loss of profit or loss of business or increase in or failure to reduce bad debt or loss of business opportunity suffered by the Client (and/or the User and/or the Bureau) as a result of or arising out of the use of the Services or otherwise in connection with this Agreement

9.2.3 InfoLogic’s maximum aggregate liability hereunder whether for breach of this Agreement or otherwise and whether or not arising from the negligence of InfoLogic or any other person involved directly or indirectly in the provision of the Services shall not exceed an amount equal to the Charges (exclusive of VAT) payable to InfoLogic hereunder in respect of the particular service and or provision the subject of such breach or other claim.

9.2.4 The provisions of sub-clauses 9.1 and 9.2 above shall not apply to any liability in respect of death or personal injury arising out of the negligence of InfoLogic its servants or agents.

9.3 The Client hereby expressly agrees that time shall not be of the essence in relation to InfoLogic’s obligations under this Agreement and that upon leaving the premises of InfoLogic the Media shall be at the risk of the Client.

 

10. INDEMNITY

The Client shall indemnify and keep indemnified InfoLogic from and against any and all liability loss claims demands costs or expenses of any kind whatsoever which it shall at any time suffer or incur in relation to services or products performed supplied or given.

 

11. STATUTORY REQUIREMENTS

11.1 The Client undertakes that it shall not use the Information for any unlawful purpose and that at all times it shall comply fully with all relevant statutory requirements and regulations from time to time in force (including without limitation the provisions of the Data Protection Act 1998 and any subsequent amendments thereto or re-enactments thereof)

11.2 The Client undertakes to work within all of the relevant codes of practice for the advertising industry including without limitation. “The Promotion Practice” and “The Advertising Associations “Standards of Practice” in List and Database Management (as such codes are amended and re-drafted from time to time).

 

12. EXCLUSION OF WARRANTIES AND REPRESENTATIONS

Save as expressly provided in this Agreement or to the extent that it is unlawful for any said representations, terms, warranties or conditions to be excluded InfoLogic makes or includes no representations, terms warranties or conditions (whether express or implied (by statute or otherwise) in connection with the Services or use thereof by the Client and/or User and/or Bureau or otherwise in connection with the Agreement).

 

13. TERMINATION

InfoLogic shall be entitled to terminate this Agreement immediately by written notice to the Client if:

13.1 The Client is guilty of any material breach of the provisions of this Agreement.

13.2 The Client has had a bankruptcy order made against it or has made an arrangement or composition with its creditors or (being a body corporate) has had convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receive manager administrator received appointed of its undertaking or any part thereof or a resolution has been passed or a petition presented to any Court for the winding-up of the or for the granting of an administration order in respect of the Client or any proceedings have been commenced relating to the insolvency of the Client

13.3 The Termination of this Agreement shall be without prejudice to the rights of InfoLogic either party accrued prior to such termination or any provision, which by its terms is intended to survive the termination of this Agreement (including without limitation Clause 6 Clause 7 and Clause 9 hereof).

 

14. FORCE MAJEURE

Notwithstanding anything herein contained neither party shall be under any liability to the other in respect of any failure to perform or delay in performing any of its obligations hereunder which is due to any cause of whatsoever nature beyond its reasonable control and no such failure or delay shall be deemed for any purpose to be a breach of this Agreement

 

15. ASSIGNMENT AND SUB-CONTRACTING

The rights granted to the Client hereunder are personal to it and the Client shall not assign or grant any rights in respect of or otherwise deal in the same InfoLogic shall be entitled to assign or sub-contract the provision of the Services (or any part thereof) to any third party and reference in InfoLogic's terms and conditions to include the third party terms & conditions so that the client agrees to abide by both / all sets of terms and conditions for the supply of any and all services and or product of Infologic and its sub contractor and or third parties.

 

16. WAIVER

Failure or delay by either party to enforce any of the provisions of this Agreement shall not operate as a waiver of any of its rights hereunder or operate so as to bar the exercise or enforcement thereof at any time or time

 

17. VARIATION

This Agreement constitutes the whole of the terms agreed between the parties hereto in respect of the subject matter hereof and supersedes all previous negotiations understandings or representations and shall be capable of being varied only by instrument in writing signed by a duly authorised representative of each of the parties hereto

 

18. SEVERANCE

This Agreement is severable in that if any provision hereof is determined to be Illegal or unenforceable by any Court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of this Agreement

 

19. CONTENT OF FIELDS BEING OUTPUT

Infologic and its partners will endeavour to output all of the data fields requested at the time of order, however it is important to point out that not all fields requested will be populated and available to its customers.  For instance and for the avoidance of doubt, approximately 75% of its business universe will contain an employee size, around 50% of its business universe will contain turnover; therefore we wish to make it clear to the customer that we will only be able to populate records identified with the fields requested if that content is available at the time of output.  We make no guarantees or claims as to the accuracy of fields output other than that the information provided to us by these records is and was true at the time it was supplied to us or our partners by the businesses themselves.

 

20. LAW

This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agree that the English Courts shall have exclusive jurisdiction.

 

Terms & Conditions Governing Users of an InfoLogic or one of its Subsidiary Web Sites:

 

Terms of Use

Please read these terms and conditions ("Terms of Use") relating to your use of an InfoLogic or subsidary web site (the "Site"). By accessing the Site you are agreeing to the terms that appear below. These Terms of Use are in addition to (but in no way supersede) the terms of the contract you agreed with us.

 

Who We Are
The Site is owned and operated by InfoLogic ("us" or "we"). InfoLogic is a company, its head office is at 450 Bath Road, Uxbridge, Middlesex, UB7 0EB. [If you have any questions or queries about this Site or relating to these terms please use the relevant contact details set out on the Contact Us link featured throughout the web site.]

 

Content
All intellectual property rights in all the materials contained in the Site, the data and any other products available for download from the Site (the "Content") including but not limited to patents, copyright, database right and trademarks belong to us or our licensors.

 

The Content includes a number of trade marks including InfoLogic that are owned by us or our licensors. By making the trade marks available on the Site we are not granting you any licence to use them.

 

Warranty and Liability
In respect of the Site under no circumstances will we be liable for any of the following losses or damage (whether such losses were foreseen, foreseeable, known or otherwise): (a) loss of data; (b) loss of revenue or anticipated profits; (c) loss of business; (d) loss of opportunity; (e) loss of goodwill or injury to reputation; (f) losses suffered by third parties; or (g) any indirect, consequential, special or exemplary damages arising from the use of the Site regardless of the form of action.

 

Whilst we shall use reasonable care and skill to ensure that you are able to run counts and selections or extract download our data and/or products available from the Site and that the Site is continuously available we do not warrant that the provision of the Content or the Site will be uninterrupted or error free and/or that defects will be corrected.

 

Any Content that you download to your computer or otherwise obtain through the Site is at your own discretion. You will be solely responsible for any damage to your computer or any of your data that results from you downloading any of the Content. We exclude all warranties (whether express or implied) to the extent that we are legally allowed to exclude them.

 

Passwords and Security
You acknowledge and agree that control of and security of identification codes and passwords used to access the Content and/or the Site (collectively the “Client ID”) are your sole responsibility and that we shall have no liability whatsoever to you. You agree that you will inform us immediately on becoming aware of any unauthorised use and/or disclosure of the Client ID, or if any equipment used by the Client to access the Content is stolen;

You acknowledge that you may not access any part of the admin area of the site or any other back of office area that requires passwords and or usernames that have not been specificaly supplied to you by us.  You also acknowledge that you will under no circumstance access use read or copy another persons or users information without their express written or contractual permision.  You understand that breach of these agreements or understanding will result in the maximum penalty possible for your actions including but not limited to damages and charges for industrial espionage, hacking, loss of business, and alike.

 

Your Privacy
We take your privacy very seriously and aim to comply with the relevant provisions of UK data protection legislation. Any information given to us by you or collected by us during your use of the Site is only used in accordance with the terms of the contract agreed between us.

 

Other Matters
If any provision of these terms is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions nor essence of this notice, which shall remain in full force and effect.

 

Failure by either party to exercise any right or remedy under these terms does not constitute a waiver of that right or remedy.  These terms shall be governed by, and construed in accordance with, English law. You agree that the Courts of England shall have exclusive jurisdiction to settle any dispute that may arise out of, under, or in connection with these terms.  We may make changes to any part of the Site or the Content (including these terms) at any time. We will notify you of any changes to these terms by including them below (see "Changes to Terms"). By using the Site after the date of any change you are agreeing to the changes. If you do not agree to any changes you should not use the Site after the date of any changes that you do not accept.

Changes to the Terms
None Reported, Last updated: 18.09.06

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