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Data8 - Data Services Agreement - Version 1.1

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this Clause apply in these terms and conditions.

Applicable Regulations: means the Consumer Credit Act 1974, the DPA, the DMA Guidelines, the Representation of the Peoples (England and Wales) Regulations 2001, the Money Laundering Regulations 2003, the Financial Services and Markets Act 2000 (Money Laundering Regulations 2001), regulations made by the Steering Committee on Reciprocity and any other applicable law, regulation or code.

Contract: means the legally binding contract comprising the terms and documents set out on the Online Order page available at www.data-8.co.uk as accepted by Customer when it submits and Online Order together with Data8's acceptance of such contract pursuant to the provisions of Clause 4.

Customer: the person, firm or company who uses the Services (whether via the Web-site or otherwise) that is so named in the Online Order or online registration process and anyone reasonably appearing to Data8 to be acting with that person's authority or permission.

Customer Account: means the account set up by Data8 for the Customer to enable the Customer to access the Web-site and Services and to make payments to Data8 for the provision of the Services.

Customer Data: means, regardless of its format, any data or information input into the information fields via the Web-site or otherwise delivered to Data8 by the Customer in relation to the Services.

Cleansed Data: means, regardless of its format, any data or information output delivered to the Customer by Data8 as a result of the provision of the Services.

Cleansed Data Use Conditions: the conditions imposed upon the use of the Cleansed Data or the Services generally as are set out in Schedule 1.

Customer Data Audit: means an initial element of the Services whereby the Customer can provide Data8 with Customer Data in order to obtain an evaluated data quality audit of such data and a sample of the potential output of the Services in relation to such data.

DPA: means the Data Protection Act 1998 and associated sub-ordinate legislation, regulations and/or orders as may be varied or amended from time to time.

Fees: the fees and charges payable to Data8 by the Customer in relation to the Services, as described in the Services Tariff or more specifically in any Online Order Confirmation.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Online Order: means a purchase order for the Services placed by the Customer via the Web-site or such other order specifically agreed in writing by Data8.

Online Order Confirmation: means Data8's confirmatory response to the Customer in relation the Online Order in which Data8 confirms the Services to be provided to the Customer.

Services: the online processing services including the Customer Data Audit as described by Data8 via the Web-site or more specifically in any Services Specification or Online Order Confirmation and as are to be provided by Data8 under the Contract.

Services Specification: means the set-up screen on the Web-site and/or Online Order that the Customer uses to determine the processing requirements and parameters for each Service requested in relation to the Customer Data as agreed by Data8.

Services Tariff: means the breakdown of the Fees components in respect of each of the Service elements supplied to the Customer as such tariff is made available by Data8 on the Web-Site and as may be amended by Data8 from time to time.

Data8: means Data8 Limited (a company incorporated in England and Wales with company number 04773536) whose registered office is at Talwrn Lodge, Talwrn Road, Wrexham, LL14 4ES.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

Web-site: means Data8's website made available at www.data-8.co.uk.

1.2 Headings do not affect the interpretation of these terms and conditions.

2. APPLICATION OF TERMS AND CONDITIONS

2.1 These terms and conditions (including the Schedules and third party terms linked to in Clause 11) shall:

(a) apply to and be incorporated into the Contract; and

(b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer's Online Order, own purchase order, confirmation of order, or services specification, or implied by law, trade custom, practice or course of dealing.

2.2 Any variation of the Contract or to the Services shall either be made via the Web-site and accepted by the Customer in the purchase of any subsequent services or made in writing and signed by or on behalf of the parties.

3. CUSTOMER DATA QUALITY EVALUATION AUDIT

3.1 Upon Customer providing sample Customer Data in the required format via the Web-site, Data8 shall perform the Customer Data Audit in accordance with the description of this service set out on the Web-site.

3.2 Once Data8 has completed the Customer Data Audit it shall return an online report to the Customer for the Customer to further evaluate the Services available from Data8 in relation to the Customer Data. Data8 grants the Customer a limited, non-exclusive, non-transferable licence to use such report and the content thereof for the purposes of evaluating the Services only.

3.3 Unless otherwise agreed between the parties, the Customer Data Audit shall be provided to the Customer by Data8 without charge.

4. REGISTRATION AND EFFECT OF AN ONLINE ORDER

4.1 Without prejudice to the other Clauses in this Agreement, Customer agrees to:

(a) provide true, accurate, current and complete information of its details when completing the online registration process and Online Order ("User Information"); and

(b) notify Data8 immediately of any changes to the User Information.

4.2 Customer may be required to select a username and password during the registration process on the Web-site and the Customer shall be responsible for maintaining the confidentiality of the username and password and will be fully responsible for all activities which occur under them including, but not limited to, allowing third party access to the Services. Customer shall notify Data8 immediately of any unauthorised use of its username and password or any breach of security of which the Customer becomes aware.

4.3 Data8 reserves the right to suspend, disconnect or terminate the Customer Account (including any username and password) if any User Information is untrue, inaccurate, out-of-date of incomplete or if it becomes aware of any breach by the Customer of the terms of the Contract.

4.4 The Customer may offer to purchase Services via the Web-site by submitting an Online Order.

4.5 The Online Order constitutes an offer by the Customer to purchase the Services specified in it upon these terms and conditions (including for the avoidance of doubt the third party terms linked to in Clause 11 (where applicable)); accordingly, the online execution and return of the Online Order Confirmation by Data8, or Data8's commencement or execution of work pursuant to the Online Order, shall establish a contract for the supply and purchase of those Services upon the terms and conditions of the Contract.

4.6 By submitting an Online Order Customer acknowledges that the Services of Data8 have been designed and refined in relation to consumer data and have not been specifically developed or offered via the Web-site in relation to business data.

5. PROVISION OF THE SERVICES

5.1 Any Services ordered by the Customer shall be provided by Data8 in accordance with the then current Services Tariff and paid for by the Customer in accordance with the provisions of Clause 9 and/or the Online Order Confirmation.

5.2 Data8 grants to the Customer a non-exclusive, non-transferable limited licence to access the Web-site and associated Data8 services for the Customer's own business purposes only and upon the terms of the Contract.

5.3 Following the provision of the Customer Data to Data8 in accordance with the provisions of Clause 7.2, Data8 shall perform the Services in accordance with the Contract and any agreed Services Specification. The Customer acknowledges that not all of the Customer Data will be matched or accurately matched using the Services.

5.4 Once the Cleansed Data has been delivered to the Customer by Data8, the Customer shall be responsible for all such Cleansed Data and Data8 shall have no further responsibly thereto. The Customer shall check such data for compliance with the terms of the Contract within 2 working days and immediately communicate in writing any problems in relation to such data to Data8.

5.5 Any advice, recommendation or representation given by Data8 to the Customer or its employees or agents which is not confirmed in writing by an authorised representative of Data8 is followed or acted upon at the Customer's own risk and Data8 shall not be liable for any such advice, recommendation or representation provided that nothing in this Clause shall operate to limit or exclude any liability for fraud or fraudulent misrepresentation.

6. DATA8'S OBLIGATIONS

6.1 Data8 warrants to the Customer that the Services will be provided using reasonable skill and care.

6.2 Other than is set out in the Contract, the Customer Data Audit and other Services shall be provided by Data8 "as-is" and "as available" without warranty or condition of any kind. Data8 does not warrant that the Services will be uninterrupted or error free or that Data8 will correct any defects in the Services.

6.3 Data8 shall use reasonable endeavours to complete the Services and provide the Cleansed Data to the Customer, in accordance in all material respects with the Online Order Confirmation and/or any agreed Services Specification. In the event of any conflict between the Online Order or the Services Specification and the Online Order Confirmation the terms of Online Order Confirmation shall apply.

6.4 Data8 shall use reasonable endeavours to meet the performance dates and timelines specified in the Online Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

6.5 In the event of interaction between Data8 and the Customer other than via the Web-site, Data8 shall appoint a Data8 project manager who shall have authority to contractually bind Data8 on all matters relating to the Services. Data8 shall use reasonable endeavours to ensure that the same person acts as Data8's project manager throughout the provision of the Services, but may replace him from time to time where reasonably necessary in the interests of Data8's business.

7. CUSTOMER'S OBLIGATIONS

7.1 The Customer shall ensure that it complies with the terms of the Contract, the Cleansed Data Use Conditions and/or any reasonable instructions given by Data8 in relation to the Services at all times. Further Customer warrants that it has obtained and shall maintain all necessary relevant licences and consents that may be required to use the Services, Customer Data or Cleansed Data.

7.2 The Customer shall at its own expense supply Data8 via the Web-site with all necessary Customer Data in the required format as is required in relation to the Services and within sufficient time to enable Data8 to provide the Services in accordance with the agreed Services Specification. The Customer shall ensure the accuracy of all such Customer Data and Data8 shall not be held responsible or liable whether in accordance with the Contract or otherwise in the event the Cleansed Data or Services are inaccurate as result of any failure, act or omission by the Customer in accordance with this Clause 7.2.

7.3 The Customer shall retain duplicate copies of all Customer Data sent to Data8 and Data8 shall not be liable or responsible for any damage, corruption or loss however caused.

7.4 The Customer agrees that flagging of records for "deceased or gone away" purposes are charged at a higher rate than deceased or gone away for "suppressions". The Customer agrees to declare to Data8 within 21 days if flags are attached to its database and agrees to accept an invoice from Data8 for the differential charge. If it is found that deceased or gone away flags have been attached and not declared to Data8, the Customer will be liable to pay the costs of any independent investigations (if any) and repay all undisclosed royalty costs plus interest charges.

7.5 The Customer shall not:

(a) attempt to duplicate, modify or distribute any portion of the Web-site or Services; or

(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the software relating to the Web-site or technical elements of the Services, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or

(c) use, transfer, sell, lease, charge or in any way make available the Web-site or Services to provide services to third parties; or

(d) transfer, temporarily or permanently, any of its rights under the Contract, or

(e) attempt to obtain, or assist others in obtaining, access to the Web-site or Services, other than as permitted by the Contract or expressly by Data8 in writing from time to time.

7.6 The Customer agrees that, subject to it being given reasonable prior written notice, it shall permit Data8 or its licensors and its authorised independent auditors to have reasonable access during the Customer's normal business hours to the Customer's relevant premises and relevant operations for the sole purpose of conducting an audit to ensure that the Customer is complying with its obligations under the Contract. The Customer shall provide all reasonable assistance in this regard.

7.7 In the event of any breach, act or omission by the Customer any of its obligations under the Contract it shall indemnify Data8 for any loss and damage which Data8 suffers as a result of the Customer's breach, act or omission including in relation to any loss, damage or claims from any third party supplier or owner of data (including the Customer Data) or third party terms passed on to the Customer by virtue of the Contract.

7.8 The Customer shall not, without the prior written consent of Data8, at any time from the date of the Contract to the expiry of six months after the completion of the most recent Services ordered by the Customer, solicit or entice away from Data8 or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of Data8. Any consent given by Data8 in accordance with this Clause shall be subject to the Customer paying to Data8 a sum equivalent to 20% of the then current annual remuneration of Data8's employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or sub-contractor.

8. CHANGES IN RELATION TO THE SERVICES

8.1 Data8 may at any time without notifying the Customer make any changes to the Services which are:

(a) necessary to comply with any applicable law, statutory or regulatory requirements; or

(b) due to circumstances beyond its reasonable control

Data8 shall use reasonable endeavours to post information relating to such changes on the Web-site.

9. FEES AND PAYMENT

9.1 The Fees and any additional sums which are agreed between Data8 and the Customer for the provision of the Services shall be payable by the Customer in accordance with this Clause 9 and the terms of the Online Order Confirmation.

9.2 At its sole discretion, Data8 may either:

(a) require the Customer to pay the applicable Fees by credit card prior to delivery by Data8 of the Services; or

(b) invoice the Customer following the delivery of Cleansed Data or relevant Services, or at other times agreed in writing with the Customer

the applicable Fees will be either pre-charged or invoiced by Data8 at the then prevailing Services Tariff for the requested Services (or as otherwise agreed by Data8 in an Online Order Confirmation). Time for payment shall be of the essence of the Contract.

9.3 In the event Data8 invoices the Customer in accordance with Clause 9.2(b), the Customer shall pay the Fees in full, and in cleared funds, within 14 days of the date of invoice. Each invoice shall be paid to Data8 (without deduction or set-off).

9.4 All stated Fees and Services Tariff exclude VAT which Data8 shall add to its invoices or online payment transactions at the appropriate rate.

9.5 Without prejudice to any other right or remedy that Data8 may have, if the Customer fails to pay Data8 on the due date Data8 may:

(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. Data8 may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

(b) suspend all Services or future services until payment has been made in full.

9.6 All payments payable to Data8 under the Contract shall become due immediately on termination of the Contract, despite any other provision. This Clause is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

9.7 Data8 may, without prejudice to any other rights it may have, set off any liability of the Customer to Data8 against any liability of Data8 to the Customer.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Nothing in the Contract shall act to transfer or assign to the Customer rights of title or ownership in the Intellectual Property Rights or database rights in the Web-site and the software and technical solution used by Data8 in the provision of the Services ("Solution"), or any data or data sources or reports used by Data8 for the provision of the Services ("Solution Data") and all such rights in the Solution and Solution Data are and shall remain the exclusive property of Data8 and/or the third party owner of such rights.

10.2 The Customer shall immediately notify Data8 of any infringement or suspected infringement by any third party of the Intellectual Property Rights or database rights in the Solution, Solution Data and/or Services of which the Customer becomes aware and shall assist Data8 to take such action as Data8 deems appropriate to protect such rights at Data8's request and expense.

10.3 As between the parties, all Intellectual Property Rights and all other rights in the Customer Data shall be owned by the Customer. The Customer hereby licenses all such rights to Data8 free of charge and on a non-exclusive basis to such extent as is necessary to enable Data8 provide the Services and comply with the terms of the Contract or as is envisaged by the parties.

10.4 The Customer warrants that any Customer Data and Cleansed Data and its use by Data8 for the purpose of providing the Services will not infringe any rights of confidentiality or any Intellectual Property Rights of any third party and the Customer shall indemnify and hold harmless Data8 against any loss, damages, costs, expenses or other claims arising from any such infringement.

10.5 Any disclaimer, copyright or other proprietary notices in the Cleansed Data any related reports, or any online reports in relation to the Evaluation Report Services shall not be deleted or altered by the Customer.

11. THIRD PARTY SUPPLIERS TO DATA8

11.1 Services supplied to the Customer during the term of the Contract and the Customer's use of the Services and the Cleansed Data are subject to, the terms and conditions of the Contract and, the relevant end-user terms imposed upon Data8 by its third party suppliers some of which are set out at the links in this Clause 11.1. Where the Cleansed Data contains data derived from data licensed to Data8 by a third party supplier to Data8 then the Customer shall comply with all such applicable terms and conditions, some of which are set out at the links below:

(a) LINK 1 - Equifax PLC;

(b) LINK 2 - Acxiom Limited; and

(c) LINK 3 - Royal Mail

(d) LINK 4 - BT

and where there is conflict between such terms and conditions and the other terms and conditions in the Contract, save for Clauses 13 and 15, those third party terms and conditions shall prevail.

11.2 The Customer acknowledges and understands that the Services involve the use of a variety of Data8 and third party data which is often based upon and comprises data provided to Data8 by third parties or is otherwise publicly available and as such Data8 is unable to control or verify the accuracy and/or completeness of such data.

11.3 The Customer acknowledges that the warranty and assurances that Data8 provides to the Customer in relation to those elements of the Services sourced by Data8 from third party providers and suppliers is limited to the level of warranty and assurances provided to Data8 and the Customer by such third party suppliers or service providers which may provide their own additional warranties and assurances or impose their own conditions some of which are set out at the links in Clause 11.1. Data8 offers no warranties of any kind whatsoever for the accuracy of data, products and services licensed from, or provided to Data8, by third parties.

11.4 Prior to, or at any time during the provision of the Services, upon the reasonable request of Data8, the Customer shall execute any other agreement, condition or otherwise which is considered necessary by the third party providers of services or data to Data8 or which Data8 in turn are obligated to impose upon the Customer in relation to the provision of the Services. In the event the Customer is not willing to execute any such agreement or condition, provided that no Fees are outstanding to Data8, the Customer may terminate the Contract upon 14 days notice in writing to Data8.

12. CONFIDENTIALITY

12.1 Data8 shall keep in strict confidence all Customer Data and Cleansed Data.

12.2 The Customer shall keep in strict confidence all business information, technical or commercial know-how, specifications, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Data8 or its agents, and any other confidential information concerning Data8's business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know it.

12.3 The provisions of this Clause 12 shall not apply to any information, documents or other materials which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party or are already in the possession of the relevant party in addition they shall survive termination of the Contract, however arising.

13. LIMITATION OF LIABILITY

13.1 The following provisions set out the entire financial liability of Data8 (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a) any breach of the Contract;

(b) any use made by the Customer of the Services, the Cleansed Data or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

13.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

13.3 Nothing in these Clauses excludes the liability of Data8:

(a) for death or personal injury caused by Data8's negligence; or

(b) for fraud or fraudulent misrepresentation.

13.4 Subject to Clause 13.2 and Clause 13.3:

(a) Data8 shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss or for any special, indirect or consequential loss costs, damages, charges or expenses however arising.

(b) Data8's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to £2,000 OR the price paid for the Services by the Customer during the past 12 months whichever is the greater.

13.5 Subject to Clause 13.2 and Clause 13.3, if the Customer has any claims in relation to any breach of breach by Data8 of the Contract such claim must be made in writing to Data8 within 30 days of the event which gives rise to the claim. Data8 may at its option resupply the Service(s) free of charge or credit the amount paid or payable by the Customer in respect of the Service in full and final settlement of any and all liability to the Customer if Data8 considers in its sole opinion that the Customer's claim has merit.

13.6 Subject to Clause 13.2 and Clause 13.3, Data8 shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Customer Data or Cleansed Data or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.

13.7 Subject to Clause 13.2 and Clause 13.3, Data8 shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any data which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form when such data is sourced by Data8 from third parties and used in the provision of the Services.

14. TERMINATION

14.1 Either party may terminate the Contract at any time upon not less than 30 days notice to the other in writing.

14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, Data8 may terminate the Contract or any element of the Services without liability to the Customer immediately on written notice to the Customer if for any reason the agreement Data8 has with any third party provider or supplier of data services to Data8 is terminated or suspended and Data8 is unable to continue the performance of the Services in accordance with the terms of the Contract. In this event Data8 shall, unless the Customer has Fees outstanding to Data8 in which case Data8 may offset any such monies held against such Fees (if any), make a refund to the Customer of the amount of any Fees held by Data8 which have been pre-paid to the Customer Account in relation to the Services.

14.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or

(f) the other party ceases, or threatens to cease, to trade; or

(g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

14.4 Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination. The following Clauses shall survive the termination of the Contract for whatever reason: Clauses 1, 2, 5.3, 5.4, 7, 9.5, 10, 11, 12, 13, 15, 18, 19, 22 and 24.

15. DATA PROTECTION

15.1 Each party warrants that it shall at all times comply with and be bound by the provisions of the Applicable Regulations and each confirms that it has (and that it shall maintain) adequate notifications under the DPA in relation to the use and provision of the Services (as applicable).

15.2 Data8 will hold any personal data contained within the Customer Data only on behalf of the Customer and to the Customer's order and at all times in accordance with the 7th principle of the DPA.

15.3 Each of Data8 and Customer will indemnify the other in relation to any loss and damage suffered as a result of a breach by the other of Clause 15.1 or any provisions of the Applicable Regulations.

16. FORCE MAJEURE

Data8 shall have no liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Data8 or any other party), any inability to access the Internet (whether as a result of a failure by the relevant Internet service provider to supply access or otherwise), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

17. WAIVER

17.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

18. SEVERANCE

18.1 If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19. STATUS OF PRE-CONTRACTUAL STATEMENTS

Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Contract.

20. ASSIGNMENT AND SUBCONTRACTING

20.1 The Customer shall not, without the prior written consent of Data8, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

20.2 Data8 may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

21. NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. THIRD PARTY RIGHTS

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and save where it is specifically provided for in any third party terms referenced or link to in Clause 11, is not intended to benefit, or be enforceable by, anyone else.

23. NOTICES

Any notice under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Contract, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in the Contract. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

24. GOVERNING LAW AND JURISDICTION

24.1 The Contract and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.

24.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.

Schedule 1 - Cleansed Data Use Conditions

1. In using any Cleansed Data the Customer shall comply at all times with the then current version of the DMA Code of Practice published by The Direct Marketing Association (UK) Limited, whether or not it is a member of that Association as if it were a member.

2. Save where Data8 has directly provided such a screening service to the Customer, in the instances where any Cleansed Data contains telephone or fax number information or other (information that is subject to suppression obligations) and such information will be used for sales and marketing purposes, it is the responsibility of the Customer to ensure that any such numbers or information used are screened against the relevant preference service lists and any other applicable suppression databases.

3. The Customer shall not use the Services and Cleansed Data in order to provide any form of credit referencing, debt collection, identity authentication or fraud prevention or other similar purpose on behalf of any third party.

4. The following organisations, and types of organisation, are prohibited from using, or registering to use those elements of the Services which are provided from files and information made available to Data8 by the Royal Mail "National Change of Address" (NCOA) service:

  • Police;
  • HM Customs & Excise;
  • Inland Revenue;
  • Employment Service;
  • Department for Work and Pensions;
  • Home Office;
  • Child Support Agency;
  • A Local Authority (Housing, Council Tax, Student Grants etc);
  • NCIS (National Criminal Intelligence Service);
  • Ministry of Defence;
  • A debt collection agency;
  • Fraud Investigators;
  • National Health Service.

Accordingly, the Data8 may not use or register to use or resell the Royal Mail "National Change of Address" service if it is sought by any of the above organisations or types of organisation. In submitting an Online Order the Customer warrants that it is not such an organisation.

5. The Customer shall not resupply any Cleansed Data to a third party (including for the avoidance of doubt within its own group of companies or affiliates) without first obtaining Data8's written consent.

6. The Customer agrees the files sent to Data8 for deceased and gone away suppressions will be used for suppressing direct mail and will not be used for other purposes, such as credit screening or fraud prevention. In addition the deceased records that have been suppressed will not be used to directly target households that have suffered bereavement. The Customer undertakes that such records shall solely be used as a direct mail suppression product and under no circumstances will any deceased suppressions supplied in Cleansed Data be used to flag any of the Customer's database.

7. If the Cleansed Data contains flags for 'goneaways' derived from the REaD Group PLC goneaway files or 'deceased' persons derived from the Bereavement Register, the Customer agrees to ensure that the end user of the data ensures that these flags are not retained on databases unless the permission of REaD Group PLC has been obtained.

8. If the Cleansed Data contains flags for 'deceased' persons derived from the Mortascreen files provided to Data8 by Millennium ADMP Plc the Customer agrees to ensure that the end user of the data ensures that permanent deletions or suppressions to databases are not made unless the permission of Millennium ADMP Plc has been obtained.

3rd Party terms for inclusion at the relevant Hyperlinks 1, 2 3, and 4:

LINK 1 - END USER AGREEMENT - EQUIFAX DISCONNECT

In relation to any elements of the Services that are provided by Data8 in relation to services Data8 has subcontracted to Equifax PLC or where Data8 uses data, information or files from Equifax PLC, the Customer ("End-User" for the purposes of these third party terms) agrees that the following terms form part of the Contract and that it agrees to the following with Data8 ("Re-Supplier" for the purposes of these third party terms):

1. Definitions and interpretation

1.1 "Applicable Regulations" means the Consumer Credit Act 1974, the Data Protection Act 1998, the DMA Guidelines, the Representation of the Peoples (England and Wales) Regulations 2001, the Money Laundering Regulations 2003, the Financial Services and Markets Act 2000 (Money Laundering Regulations 2001), regulations made by the Steering Committee on Reciprocity and any other applicable law, regulation or code;.

1.2 "disConnect Suppressions" the Suppressions comprising:

  • A 6 year history of Equifax goneaways
  • Equifax Deceased names dating from April 2003
  • The current Equifax Complaints file provided by Re-Supplier to the End User in the course of providing the Services;

1.3 "Equifax" means Equifax plc, a company incorporated in England and Wales with registered number 2425920, whose registered office is Capital House, 25 Chapel Street, London NW1 5DS;

1.4 "Services" means the services of providing the disconnect Suppressions or flagging of records by processing input data against a suppression database branded as 'disConnect', including monthly updates of each component

2. The End User shall not use any of the Services or any disConnect Suppressions or information derived from any disConnect Suppressions for any purpose other than for the suppression or flagging of records for a direct mail application or campaign for its own purposes and, in particular, it is a condition of this Agreement that the End User shall not conduct or participate in any business involving the re-supply to third parties of the Services, disConnect Suppressions or any other information derived from the disConnect Suppressions.

3 The End User shall not use the disConnect Suppressions to suppress and/or flag data in databases or lists other than by submitting such databases and lists to the Re-Supplier for processing using the Services.

4. The End User will comply with all Applicable Regulations (including maintaining all applicable licences and registrations and having in place all necessary consents for processing and/or using any customer data).

5. The End User shall comply at all times with the then current version of the DMA Code of Practice published by The Direct Marketing Association (UK) Limited, whether or not it is a member of that Association as if it were a member.

6. If the End User has any right to make a claim against Equifax in respect of the Services or any disConnect Suppressions (whether in contract, negligence or any other tort, under statute or otherwise at all), Equifax's liability to the End User shall be limited in accordance with this Agreement. Equifax is entitled to enforce this provision against the End User in accordance with the Contracts (Rights of Third Parties) Act 1999.

7. Equifax is the source of the disConnect Suppressions. As a condition of Equifax allowing the Re-Supplier to provide the disConnect Suppressions to End User, End User agrees to the following terms and conditions:

7.1 Most of the disConnect Suppressions is provided to Equifax by third parties and as such Equifax does not control the disConnect Suppressions' accuracy or completeness. Due to the volume and nature of the information on Equifax's databases it is impracticable for Equifax to verify such information. Accordingly, Equifax shall only be liable to End User for any loss or damage caused by its negligence or wilful default and Equifax shall not in any other circumstances be liable for any inaccuracies, faults, or omissions in the disConnect Suppressions.

7.2 The End User shall not rely upon any disConnect Suppressions as the only factor or source of information in making any decision. Further advice and information from appropriate experts and professionals should be obtained before making any decision.

7.3 Equifax shall not in any circumstances (whether for breach of contract, negligence or any other tort, under statute or otherwise at all) be liable for any indirect or consequential loss or damage at all, or any loss of business, data, capital, profit, reputation or goodwill.

7.4 Nothing in these terms shall limit or exclude Equifax's liability for death or personal injury arising from its negligence.

7.5 Equifax's entire liability in respect of all causes of action arising by reason of or in connection with these terms (whether for breach of contract, negligence, special losses or any other tort, under statute or otherwise at all) shall be limited to the amount paid by End User to the Re-Supplier for the reConnect Service during the 12 months preceding the event giving rise to the claim (excluding VAT); or one thousand pounds (£1,000), (whichever is lesser).

7.6 Subject always to the provisions and limits of liability set out in Clause 7.5 above, Equifax shall indemnify End User against any damages (including reasonable costs) that may be awarded against it in respect of any use of the disConnect Suppressions in accordance with this Agreement that infringes any Intellectual Property Right in the United Kingdom, provided that it: (a) promptly notifies Equifax of any relevant claim; (b) forthwith gives Equifax the sole conduct of the defence and settlement of any such claim and at no time admits liability without Equifax' prior written consent; and (c) act in accordance with Equifax' reasonable instructions and give all such assistance as Equifax may reasonably require to defend or settle such claim.

7.7 If End User wishes to make a claim against Equifax in relation to the disConnect Suppressions, it must give Equifax written notice of the claim within 3 months of becoming aware of the circumstances giving rise to the claim or, if earlier, 3 months from the time it ought reasonably to have become aware of such circumstances. If it fails to do so, Equifax shall not be liable for the claim.

LINK 2 - END USER AGREEMENT - ACXIOM PURITY

In relation to any elements of the Services that are provided by Data8 in relation to services Data8 has subcontracted to Acxiom Limited or where Data8 uses data, information or files from Acxiom Limited, Data8 is required to ensure that Customer complies with Acxiom's terms and conditions as if it were a party thereto and therefore Customer hereby agrees to comply with the following terms and conditions and Customer (or "Client" for the purposes of these third party terms) agrees that the following terms form part of the Contract and that it agrees to the following with Data8 and/or Acxiom ("Acxiom" for the purposes of these third party terms):

Definitions

the "Act" means the Data Protection Act 1998, as may be amended from time to time.

"Acxiom" means Acxiom Limited with a registered office at Counting House, 53 Tooley Street, London SE1 2QN.

"Acxiom Purity" means a data file of names and addresses of individuals who have been classed as goneaways.

"Client" means the person, company or other legal entity placing an order with Acxiom as set out in the Order Confirmation.

"Deliverables" means the supply of Acxiom Purity as ordered by the Client and set out in the Order Confirmation or the supply of a Suppression File after the provision of the Services to the Client.

"Effective Date" is the earlier of the date set out on the Order Confirmation or the date the Order Confirmation is signed by the Client.

"End User" has the meaning set forth in clause 21.

Every reference to "includes" also means includes (without limitation).

"Order Confirmation" means the order confirmation or order form issued by Acxiom and accepted by the Client setting out, without limitation, the details of the Deliverables to be supplied by Acxiom and the fees payable by the Client.

"Services" means the creation of a Suppression File by Acxiom as ordered by the Client and set out in the Order Confirmation.

"Suppression File" means the creation of a data file or the tagging of a data file showing the names and addresses of individuals who have been classed as goneaways by matching the data of Acxiom Purity against the Client's existing or prospective customer database.

"Terms and Conditions" means these Acxiom Purity Terms and Conditions.

"Term" means the period during which the Client is licensed to use the particular Deliverables ordered, commencing on the Effective Date or delivery date (as specified) and continuing for the applicable period set out in clause 2 or earlier termination in accordance with clause 3.

2. Formation of Contract and Licence

2.1 The Deliverables supplied by Acxiom are licensed subject to these Terms and Conditions which, together with the Order Confirmation, form the Client's contract with Acxiom. Any terms and conditions on the Client's order form or other similar document shall not be binding on Acxiom and are rejected. Each Order Confirmation, in conjunction with these Terms and Conditions, forms a separate agreement with the Client. The Client acknowledges that it has not relied upon any agreement, undertaking, arrangement, warranty, representation or term which is not set out in these Terms and Conditions or in an Order Confirmation.

2.2 The Deliverables may be supplied either (i) to the Client, (ii) to a third party processor acting on behalf of a Client or (iii) to a Client acting on behalf of End User(s).

2.3 Subject to these Terms and Conditions, Acxiom grants to the Client the following licence(s) as applicable (a) standard use: a personal, non-transferable and non-exclusive licence to use the Deliverables in accordance with these Terms and Conditions for a Term of six (6) months from the Effective Date, unless otherwise set out in the Order Confirmation; (b) evaluation: a personal, non-transferable licence to use the Deliverables in accordance with these Terms and Conditions for a Term of one (1) month from the Effective Date, unless otherwise set out in the Order Confirmation.

3. Termination

3.1 Either party may terminate these Terms and Conditions immediately in the event (i) the other party is in material breach under these Terms and Conditions and fails to remedy such breach within thirty (30) days of written notice specifying the nature of such breach or (ii) upon an order being made for the purposes of liquidation or bankruptcy of the other party (save for the purposes of voluntary reconstruction or amalgamation).

3.2 Acxiom may terminate these Terms and Conditions immediately in the event that there is a change of ownership of the Client.

3.3 Unless otherwise specified in these Terms and Conditions or the Order Confirmation, the Client agrees that as soon as reasonably practicable following the termination of the Term, but in no event later than thirty (30) days following termination of the Term: (i) destroy all copies of the Deliverables; (ii) provide all copies of the Deliverables to Acxiom; or (iii) instruct others to dispose of the Deliverables in a manner acceptable to Acxiom. Such disposal shall include Deliverables supplied to Client's third party processor and/or End User and used in conjunction with any models.

3.4 On Acxiom's request, Client shall certify in writing to Acxiom that it has destroyed the Deliverables and/or returned all copies of the Deliverables within 7 days of the same.

4 Title

4.1 Client acknowledges that Acxiom Purity shall at all times remain the proprietary or copyrighted property of Acxiom and the Client has no rights whatsoever in Acxiom Purity other than as permitted in these Terms and Conditions. The Client undertakes to follow all such reasonable instructions of Acxiom given from time to time with regard to use of trade marks and other indications of the property and rights of Acxiom in Acxiom Purity. The Deliverables shall not be disseminated, sublet, resold, or republished in any manner whatsoever. Furthermore, the Deliverables shall not be used in the development of any service or product.

5 Suppression Services (where appropriate)

5.1 Acxiom warrants that, for any data supplied to it by the Client for processing, Acxiom will only use the Client's data to enable it to provide the Service and for no other purpose; and within ninety (90) days from the date of supply of the Suppression File to the Client, arrange for all copies of the Client's data to be deleted from its systems.

5.2 Where Acxiom agrees to tag Acxiom Purity to data supplied by or on behalf of the Client, the following terms will additionally apply:

(i) The Client is responsible for the accuracy of its data supplied to Acxiom and must also ensure that it is provided in a form acceptable to Acxiom. Acxiom reserves the right to charge a reasonable additional fee for any preparatory work necessary to use the data.

(ii) The Client warrants to Acxiom that the data it supplies to Acxiom has been obtained as required under all appropriate data protection legislation, does not and will not infringe any intellectual property rights of any third party nor is it in any other respect unlawful. The Client shall indemnify Acxiom against all costs, claims, damages and expenses arising directly or indirectly, from any breach of this warranty.

(iii) Notwithstanding the provisions of clause 6 below, the Client acknowledges that Acxiom may, at its discretion, utilise the services of a respectable data bureau to assist in the provision of the data tagging. Acxiom shall in such circumstances require any such bureau to maintain the confidentiality of any information or data supplied to it in connection with these Terms and Conditions and shall be responsible for the actions of such bureau in accordance with and subject to these Terms and Conditions.

(iv) It is acknowledged by the Client that not all of the data records will be successfully matched with Acxiom Purity.

5.3 Where Acxiom provides the Service, Acxiom will retain a historical file consisting of those records that were provided to Client within the Suppression File ("Previous Usage") for a period not to exceed fourteen (14) months. The Previous Usage files are for the sole use of the Client, or End User if Client is an agency only and Acxiom shall not disclose or use the Previous Usage file in any way for a third party without the prior written consent of the Client; except that Acxiom may disclose the Previous Usage to a data subject in order to comply with the Act and use the Previous Usage file for its own internal analysis.

6. Confidentiality

6.1 The Deliverables provided to Client by Acxiom, customer files provided to Acxiom by Client, and any other proprietary or confidential information provided hereunder by one party ("Disclosing Party") to the other ("Receiving Party") relating to the other or the other's business shall be held in strict confidence by the Receiving Party and shall not be disclosed or used for any purpose other than as specifically authorised by the Disclosing Party or as expressly provided in these Terms and Conditions without the prior written consent of the Disclosing Party. The Receiving Party shall exercise no less degree of care with which it protects its own confidential or proprietary information, such protection the Receiving Party warrants is adequate for the purpose. This provision shall not, however, apply to information or material (i) which is or becomes public knowledge other than by a breach of this clause, (ii) that is required to be disclosed by any applicable law or by any recognised stock exchange, (iii) obtained from a third party without breach of an obligation of confidentiality and (iv) information which can be shown to have been independently developed by the Receiving Party by means other than through its access to the confidential information or material.

7. Scope of Use

7.1 The Deliverables are for the Client's, or End User's if Client is an agency, own suppression of goneaway customers in its own direct marketing programs and for no other purpose. Where the Deliverables are supplied for evaluation purposes, the Deliverables are to be used for the Client's, or End User's if Client is an agency, own internal analysis and evaluation purposes only and not for direct marketing programs.

7.2 The Deliverables shall not be used for or on behalf of any third party other than (i) the End User in accordance with clause 21 or (ii) the Client's third party processor in accordance with clause 20.

7.3 Where an agent or a third party processor is acting on behalf of an End User, the Deliverables shall be held by the agent or third party processor and shall not be distributed to any third party including the End User.

8. Consumer Care

8.1 Client shall be responsible for accepting and responding to any communication initiated by a consumer arising out of Client's use of the Deliverables. Client agrees it has in place a `consumer care' system required by section 11 of the Act to suppress consumer information, upon request by a consumer, from future direct marketing solicitations. Client must not refer to Acxiom in any response without first confirming that Acxiom supplied the data giving rise to the query. Any reference that Client makes to Acxiom must be in accordance with Acxiom' instructions. Client must notify Acxiom of any consumer inquiry that involves the accuracy of the Deliverables.

9. Use Restrictions

9.1 Client agrees to comply with any future requirements imposed upon Acxiom by industry regulations or rules, legislation and/or best practice guidelines and made known to Client.

9.2 Client agrees to use reasonable endeavours to issue appropriate instructions to all its employees, agents and third parties that are provided access to the Deliverables concerning the restrictions described herein.

9.3 The Client may not sell or otherwise dispose of any data as enhanced by or in any other way analysed by Acxiom or incorporating the Deliverables.

10. Data Protection

10.1 Words and expressions in this clause shall have the same meanings as defined in the Act. Each party represents, warrants and undertakes to the other that throughout the Term it shall comply with the Act and assist the other to comply with its obligations under the Act where, and if necessary.

10.2 Without prejudice to the generality of the foregoing, where a party operates as a data processor under these Terms and Conditions, then that party acknowledges and agrees that it shall;

(i) not transfer any personal data received in connection with these Terms and Conditions outside the European Economic Area without the prior written agreement of the other party;

(ii) carry out the processing of personal data solely for the purpose of fulfilling their obligations under these Terms and Conditions;

(iii) take reasonable steps to ensure the reliability of their respective employees who have access to personal data; and

(iv) take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data or accidental loss or destruction of, or damage to personal data. When considering what measures are appropriate, the parties shall have regard to the state of technological development and the cost of implementing any measures to ensure a level of security appropriate to the harm that may result from such unauthorised or unlawful processing or accidental loss or destruction, and to the nature of the data.

10.3 Without prejudice to the generality of the foregoing, where a party is acting as a data controller under these Terms and Conditions, that party represents, warrants and undertakes that throughout the Term it has the right to disclose the personal data to the other for the purposes set out in these Terms and Conditions.

10.4 The Client shall not make any copies of the Deliverables or any parts thereof without the express written consent of Acxiom other than a reasonable number of copies for back-up and/or archival purposes only.

10.5 Deliverables shall only be held at the Client's offices or the third party processor's offices unless otherwise set out in the Order Confirmation.

11. Seeding

11.1 The Deliverables may be seeded to detect any unauthorised use or duplication thereof, and the seeds may not be removed from the Deliverables. If Acxiom discovers unauthorised use or duplication by Client, Acxiom shall, among other things, invoice Client for the full multiple use charge and be entitled to liquidated damages of an amount equal to treble the amount of the value of these Terms and Conditions. The Client agrees and accepts that such liquidated damages are a reasonable forecast of losses that Acxiom will incur as a result of such unauthorised use.

12. Examination of Deliverables

12.1 The Deliverables shall be examined upon delivery and if Client experiences any errors with the Deliverables it shall notify Acxiom in writing within 30 days of delivery, failing which the Client shall be deemed to have accepted the Deliverables.

13. Cancellations or Amended Orders

13.1 Cancellations or amended orders prior to full processing will be evidenced by a new Order Confirmation executed by the parties and will be subject to additional work-in-process charges.

13.2 Orders cancelled after processing but before the order is despatched shall be subject to full format and run charges plus the sum of £7.50/1,000. CANCELLATIONS AFTER DESPATCH DATE WILL INCUR A 75% CANCELLATION FEE.

13.3 Changes in specifications, schedules or materials are subject to additional charges as determined by Acxiom and will be added to the invoice.

14. Fees and Payment

14.1 Client agrees to pay the fees set forth on an Order Confirmation within 30 days of receipt of invoice. ANY AMOUNTS DUE AND NOT PAID WITHIN THIRTY (30) DAYS OF THE DUE DATE ARE SUBJECT TO A MONTHLY SERVICE CHARGE OF 1.5% per month of the fees set out in the Order Confirmation.

14.2 The fees are exclusive of VAT, which shall be levied upon Acxiom's invoice to Client.

15. Force Majeure

15.1 Acxiom shall not be responsible for, or incur any liability, as the result of delays or failures in the delivery of the Deliverables or in performing any of the services described herein in the event of Act of God, strikes, riots, civil commotion, act of terrorism, war, act or failure to act of any governmental authority, delays in or failure to deliver any products or materials by the postal service or other public or private transport, equipment breakdown or failure, fires, floods, windstorm or any other act or occurrence beyond Acxiom's reasonable control.

16. Warranty Disclaimer

16.1 Except as set forth in clause 10, Acxiom make no warranties, express or implied, hereunder with respect to the Deliverables or the media on which Deliverables are provided, including but not limited to warranties of accuracy, completeness, currentness, satisfactory quality or fitness for a particular purpose.

17. Limitation of Liability

17.1 No party excludes liability for personal injury or death resulting from negligence or for fraud.

17.2 In no event shall Acxiom be liable to the Client for any of the following: (i) special, indirect or consequential loss; (ii) loss of revenue; (iii) loss of profits; (iv) loss of business or goodwill; (v) loss of data; or (vi) loss of anticipated savings, howsoever caused and even if such loss was reasonably foreseeable or Acxiom had been advised of the possibility of the Client suffering such loss. Acxiom's aggregate liability to Client whether for negligence, breach of warranty, misrepresentation or any other cause of action shall be limited, to the maximum extent permitted by law, to the sum of one thousand pounds (£1,000) or the fees paid by the Client in the twelve month period (calculated from the Effective Date) in which a default arises, whichever shall be the greater.

17.3 Any cause of action arising under these Terms and Conditions shall be asserted within two (2) years of the date upon which such cause of action accrued, or the date upon which the complaining party should have reasonably discovered the existence of such cause of action, whichever is later.

18. Remedies

18.1 Subject to clause 12.1 of these Terms and Conditions, Acxiom's sole obligation and Client's exclusive remedy for any claim of defective Deliverables or Services provided by Acxiom or any of its affiliates shall be to replace the defective Deliverables or re-perform the Services in question without charge or, at Client's option, to refund the price paid by Client for such defective Deliverables or Service.

18.2 The provisions as to confidentiality, liability and intellectual property rights shall continue in full force and effect despite termination of these Terms and Conditions for whatever reason.

19. Indemnification

19.1 Client shall defend, indemnify and hold harmless Acxiom, its officers, directors and employees from and against any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments, including all solicitors' fees, costs and expenses arising from Client's, the End User's or the third party processor's misuse or unauthorised use of the Deliverables or breach of the Act.

20. Third Party Processor

20.1 If the Client wishes to provide the Deliverables to a third party processor, such third party processor must be expressly identified in the Order Confirmation or the Client must subsequently obtain Acxiom's prior written consent upon providing details of the third party processor to Acxiom.

20.2 In accordance with clause 20.1, the Deliverables may be used by the third party processor solely on behalf of the Client provided that the third party processor does not use the Deliverables on behalf of any other party. Client shall take all steps necessary to ensure that any third party processor complies with these Terms and Conditions as if it were a party hereto and hereby indemnifies Acxiom against any claim arising from these Terms and Conditions as a result of any act or omission on the part of the third party processor.

20.3 Without limiting the foregoing, prior to delivery of the Deliverables to the third party processor, Client shall obtain the third party processor's written agreement to act solely as a data processor and to comply with all relevant provisions of the Act, including but not limited to the Seventh Principle in relation to the security and integrity of the Deliverables.

21 AGENCIES/END USERS

21.1 If the Client wishes to use the Deliverables on behalf of a third party ("the End User"), the End User must be expressly identified in the Order Confirmation or the Client must subsequently provide details of the End User to Acxiom in advance.

21.2 In accordance with clause 21.1 above, the Deliverables may be used by the Client solely on behalf of End Users provided that Acxiom Purity is not released to End Users or any other third party. The Client shall take all steps necessary to ensure that the End User complies with these Terms and Conditions as if it were a party hereto and hereby indemnifies Acxiom against any claim arising from these Terms and Conditions as a result of any act or omission on the part of the End User.

21.3 Where the Client is acting on behalf of an End User, the Client shall provide a monthly usage/matching report in Acxiom's standard form by the 12th day of each month in relation to the previous calendar month.

22. Audit

22.1 During the Term and for a period of one (1) year thereafter, upon reasonable prior written notice, Client shall allow Acxiom or its representative to examine, inspect, audit, review and copy or make extracts from all such books, computers, databases, records and any source documents relating to its use of the Deliverables.

23. Entire Agreement

23.1 These Terms and Conditions, together with the Order Confirmation and any attachments thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all written or oral prior agreements and understandings between the parties with respect to the subject matter hereof.

24. Law and Jurisdiction

24.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

25. Assignment

25.1 Neither party may assign its rights and obligations hereunder without the prior written consent of the other party; provided, however, that no consent shall be required for assignment by Acxiom, upon written notice to the Client, to an affiliated, subsidiary or holding group or company as defined in the Companies Act 1985.

26. Publicity

26.1 Acxiom may use Client on its customer list in presentations made to its shareholders, customers and stock analysts, provided no representation is made as to the Client's opinion of the Deliverables or services.

27. Contracts (Rights of Third Parties) Act 1999

27.1Where Acxiom Limited is not the Acxiom company named in the Order Confirmation, then it shall nonetheless be entitled to enforce these Terms and Conditions in accordance with the Contracts (Rights of Third Parties) Act 1999. Subject to the above, these Terms and Conditions do not create any rights under the Contracts (Rights of Third Parties) Act 1999 which are enforceable by any person who is not a party to it. Save for Acxiom Limited, no other third party who is not a party to these Terms and Conditions may enforce any of its terms or rely on any exclusion or limitation contained in it.

28. General Provisions

28.1All notices shall be given in writing as follows: (i) for the Client, to the address and the person as specified in the Order Confirmation and (ii) for Acxiom, to the attention of Group Finance Leader, Park House, Station Road, Teddington, Middlesex TW11 9AD, fax 0208 213 5588, unless otherwise agreed. Notice sent by post shall be deemed to be delivered forty-eight hours after posting.

28.2Any waiver, concession or indulgence made by either party shall not be considered to be a continuing waiver of its rights.

28.3 If any term of these Terms and Conditions shall be held to be invalid, illegal or unenforceable, the remaining terms or provisions shall remain in full force and effect and such invalid, illegal or unenforceable terms and provisions shall be deemed not to have been part of these Terms and Conditions.

28.4All headings used in these Terms and Conditions are for convenience only and shall be disregarded for the purpose of any interpretation of these Terms and Conditions.

28.5 In the event that there is any conflict between these Terms and Conditions and the Order Confirmation, the terms of these Terms and Conditions shall prevail.

LINK 3 - END USER AGREEMENT - ROYAL MAIL

In relation to any elements of the Services that are provided by Data8 in relation to services Data8 has subcontracted to the Royal Mail or where Data8 uses data, information or files from the Royal Mail, Data8 is required to ensure that Customer complies with the Royal Mail's specific end-users licences and terms and therefore Customer hereby agrees to comply with the following terms and conditions and Customer (or "End-User" for the purposes of these Royal Mail end-user terms) agrees that the following terms form part of the Contract and that it agrees to the following with Data8 ("the Licensee" for the purposes of these Royal Mail end-user terms).

For the avoidance of doubt, in the Royal Mail end user licences "Data" shall mean (as the case may be) the Royal Mail databases known as the "Business Changes File", the "National Change of Address File", the "Universal Suppression File" and such other Royal Mail data sources as Data8 shall notify to the Customer when providing the Services from time to time.

In addition the Customer acknowledges that the Royal Mail shall be entitled to enforce the provisions of the Royal Mail end user licences against the Customer pursuant to the Contracts (Rights of Third Parties) Act 1999.

LINK 4 - END USER AGREEMENT - BRITISH TELECOM

1. OBLIGATIONS OF THE END-USER

1.1 The End-User shall:

1.1.1 in all its dealings with or relating to information derived from BT’s OSIS database (“Information”) comply with .all applicable laws and codes of practice including the Data Protection Act 1998 and the Code of Practice on Telecommunications Directory Information Covering the Fair Processing of Personal Data (21 December 1998);

1.1.2 use all reasonable endeavours in relation to the security and confidentiality of the Information in its custody or control to prevent any unauthorised disclosure of any part of it;

1.1.3 if any complaint is made which relates to the End-user’s use of the Information then the End-user shall assist BT and the Licensee in investigating the complaint and shall take such steps as are reasonably necessary to remedy the complaint as soon as practicable;

1.1.4 only use or process any of the Information for their own internal purposes or, in the alternative, for a single use for a single specific person who is the End-user’s customer.

1.2 The End-User shall not:

1.2.1 distribute, publish or display any material amount of the information by any means, except so that a single specific person can use it as permitted by paragraph 1.1.4 above.

1.2.2 export or permit the export of any material amount of the Information to a country which is not within the European Economic Area without the express consent of BT.

2. MARKS

2.1 The End-user shall not have any rights to use the BT Marks and shall not make reference to BT or any BT product or service in any promotional or marketing advertising, communications, literature, or packaging.

2.2 The End-user shall not alter any copyright or other intellectual property right acknowledgement or confidentiality marking incorporated into or applied to BT’s OSIS data or documentation owned by BT.

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