ABSOLUTE INTUISTIC TERMS AND CONDITIONS

Ai Data Intelligence is a trading name of Absolute Intuistic Ltd Reg. in England No. 05142229  Registered Address: Wakefield Road, Leeds, West Yorkshire, LS10 1DU.  
VAT number 740 6877 13. Email info@aidataintelligence.com. Member of the DMA. 
Absolute Intuistic Ltd is a wholly owned company of Communisis plc.Company No. 02916113

1. DEFINITIONS

"The Customer" means the person or company named as such on the Quotation/Order Confirmation/Processing Instruction Contract or sender of data.

"The Services" means the services set out in the Quotation/Order Confirmation/ Processing Instruction or Contract.

"Deliverables" means any Data and/or Services which are supplied to the Client.

"The Contract" means the Contract between The Company and The Customer to perform the services to which these Terms and Conditions apply.

"The Quotation" means the Quotation given to The Customer in respect of the supply of The Services upon which are endorsed these terms and conditions of trading.

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

"Processing Instruction" means any instruction given by The Client to proceed with providing or delivering "The Services".

"The Client" means the person, firm or company placing an order with The Company and excludes any third party including any parent, subsidiary or other affiliated company unless otherwise stated in the Order Confirmation.

"The Company" means Absolute Intuistic Limited, registered address,187a Field End Road, Eastcote, Middlesex, HA5 1QR.

"Net Names Agreement" means an agreement, set out in the Order Confirmation, that The Client will be entitled to a rebate of a proportion of the fees payable, such rebate to be based pro rata (but subject to a maximum amount as agreed in the Order Confirmation) on the amount of names and addresses within the Data which duplicate those already held by The Client.

"Data" means data which is comprised of data from numerous commercial data suppliers supplied to the Licensee in accordance with this Agreement as further described in the Order Confirmation(s).

"Suppliers" means suppliers of the Data to The Company or The Client as further described in the Order Confirmation.

2. FORMATION OF CONTRACT & QUOTATIONS

2.1 All Deliverables supplied by The Company are licensed subject to these Terms and Conditions which, together with the Order Confirmation or processing instruction if provided, form the Client's contract with The Company. Each Processing Instruction/Order Confirmation, in conjunction with these Terms and Conditions, forms a separate agreement with the Client.

2.2 The Companies latest Terms and Conditions are published on our website at www.aidataintelligence.com and all orders are subject to the terms posted at the date and time of order.

2.3 All Quotations made by The Company to The Customer will be deemed to be subject to these Terms and Conditions of trading.

2.4 The Company reserves the right to refuse any order or contract without prior notice.

2.5 All Quotations made by The Company to The Customer shall be valid for thirty days from date of issue.

2.6 All Quotations are subject to VAT at the prevailing rate on the date of invoicing.

2.7 Whilst every effort will be taken to inform The Customer in advance, The Company reserves the right to increase the price quoted for a service where resource requirements for delivery of The Service are in excess of 15% greater than those estimated in the Quotation or where direct costs rise between the date of issue of the Quotation and date of issue of the invoice.

2.8 A contract on these terms shall be created between The Company and The Customer upon either receipt of a signed Quotation, Order Confirmation, or Processing Instruction and/or client data by a means acceptable to The Company, or by a request from The Customer to The Company, by any acceptable means, to begin processing or data provision.

2.9 It shall be taken that by sending data to The Company, The Customer is accepting in full The Company's Terms and Conditions of trading.

3 SUPPLY OF PROSPECT DATA FOR MARKETING

3.1 Unless otherwise set out in the Order Confirmation and subject to the provisions of clause 4 below, The Company will purchase on behalf of the Client (a) a personal, non-transferable and non-exclusive licence for the data under the terms described in The Order Confirmation and (b) a personal, non-transferable licence to use any profiles, models and/or other analyses supplied to The Client as a result of The Company or the Suppliers providing the Services.

3.2 The licences granted to the Client do not include any express or implied right to provide access to or to use the Deliverables by or for the benefit of any third parties (including subsidiaries, sister companies and sub-brands) and the Client shall not make any copies of the Deliverables or any parts thereof without the express written consent of The Company other than a reasonable number of copies for back-up and/or archival purposes. The Company reserves the right (which The Client hereby acknowledges) to audit for compliance with these Terms and Conditions.

3.3 The risk of loss or damage to the Deliverables shall pass to the Client upon delivery.

3.4 The Company reserves the right to require the Client to submit to The Company a sample of any promotional material (including, where appropriate, any tele-marketing script) which incorporates or is in any way based upon or targeted using the Data for approval by The Company before delivery of any related marketing campaign.

3.5 On termination of the licence granted herein for whatever reason, the Client shall delete all copies of any Data from its records and supply The Company with a certificate signed by an authorised representative of the Client confirming that the above action has been completed.

3.6 The Company may terminate the licence granted herein in respect of the Data by giving thirty (30) days written notice to the Client for any one or more of the following reasons:

3.6.1 upon a material breach by the Client of any part of this contract which is incapable of remedy or which, if capable of remedy, is not so rectified within thirty (30) days; or

3.6.2 upon an order being made for the purposes of liquidation or bankruptcy of The Client (save for the purposes of voluntary reconstruction or amalgamation); or

3.6.3 a change of ownership of the Client which The Company views as material and/or adverse to its own business or that of the Suppliers.

3.7 Where the licence includes a net name agreement all credits must be claimed within thirty 30 days of use of the data. Where such a request is not provided within thirty 30 days data will assumed to have been used in its entirety and no net name credit will be issued. 

4. DATA APPENDING ("TAGGING")

4.1 Where The Company agrees to tag data to data supplied by or on behalf of the Client, the following terms will additionally apply:

4.2 Notwithstanding the provisions of clause 7 below, the Client is granted a licence to hold any Tagged Data for a term of twelve (12) months, Tagged Data may be used for internal analysis purposes and for one direct marketing use during such term, solely on behalf of the Client unless otherwise set forth in the Order Confirmation.

4.3 The Client is responsible for the accuracy of the data which is supplied to The Company and must also ensure that such data is provided in a form acceptable to The Company. The Company reserves the right to charge an additional fee for any preparatory work necessary to process the data.

4.4 The Client warrants to The Company that any data supplied for tagging has been obtained as required under all appropriate data protection legislation and does not and will not infringe any intellectual property rights of any third party nor is it in any other respect unlawful.

4.5 Within ninety (90) days from the date of supply of the Deliverables to the Client, The Company shall arrange for all copies of the Client's data to be deleted from its records save for one copy for archival purposes only. The Company will only use the Client's data to enable it to provide the agreed Services and for no other purpose.

4.6 The Client may not sell or otherwise dispose of any data as enhanced by or in any other way analysed by The Company and incorporating the Data.

5. COMMISSION

5.1 The Client acknowledges that The Company will receive commission from suppliers of the Data at an industry standard rate, unless otherwise agreed between the parties.

5.2 The Client agrees not to enter into any agreement with the suppliers which will restrict The Company's ability to earn commission for the provision of the Data.

6.TERMINATION

6.1 The Company or The Client may terminate this agreement for any one or more of the following reasons:

6.1.1 upon a material breach by either party of any part of this contract which is incapable of remedy or which, if capable of remedy, is not so rectified within thirty (30) days; or

6.1.2 upon an order being made for the purposes of liquidation or bankruptcy of either client  (save for the purposes of voluntary reconstruction or amalgamation); or

6.1.3 a change of ownership of either party which either party views as material and/or adverse to its own business or that of the Suppliers.

7. INTELLECTUAL PROPERTY RIGHTS, DATABASE RIGHTS & DATA PROTECTION

7.1 The Client acknowledges that the Deliverables, including but not limited to profiles, models, databases, software, code, specifications, manuals, documentation, and data are owned by or licensed to The Company and are protected by United Kingdom Copy Right Laws, International Treaty Provisions and all other applicable National Laws. No rights to the Deliverables pass to the Client save as granted under clause 3.1 above or otherwise agreed in writing.

7.2 The use of data supplied by The Company and its suppliers are subject to various restrictions including but not restricted to:

7.2.1 The Customer must not use the data for any unlawful purpose or any purpose likely to bring The Company or its suppliers into disrepute.

7.2.2 The Customer agrees to abide by the Telephone Preference Services (CTPS,TPS,FPS ) schemes which enable businesses to comply with the Data Protection Act (direct marketing), Telecommunications regulation or any such regulations which may replace them.

7.2.3 The Customer acknowledges that telephone numbering services provided by The Company may be completed utilising information licensed to The Company by British Telecommunications PLC (BT) and as such must abide by any terms and conditions stipulated by BT in their use of any such data. These terms will be made available upon request.

7.2.4 Storage of the data by The Customer must comply with the Data Protection Act.

8. INVOICES

8.1 Invoices are for the attention of the addressee only.

8.2 All invoices of The Company shall be paid by the Client within thirty (30) days of the date of invoice unless otherwise agreed in writing by The Company. In the event of late payment, The Company may charge interest on the amount outstanding before and after judgement at the rate of five (5) percent from the due date until the date of payment.

8.3 If any part of the invoice is disputed by the Client the Client shall pay to The Company the value of the invoice less the disputed amount in accordance with these payment terms. In the event that any dispute is settled in The Company's favour, Absolute Intuistic reserves the right to charge interest on the amount withheld in accordance with the provisions of clause 8.2.

8.4 All fees are exclusive of value added taxes and delivery charges which will be added to invoices where appropriate.

8.5 The Company reserves the right to charge a cancellation fee of up to 50% of the original order price (or the value of the work completed/costs incurred if greater) for any order cancelled by the Client prior to delivery of the Deliverables.

9.CONFIDENTIALITY

9.1 The parties agree to be bound by the NDA signed between The Company and the Client or in the absence of a separate signed agreement the following terms will apply; In consideration of the Disclosing Party agreeing to disclose Confidential Information to the Recipient, the Recipient will (and will procure that all persons associated with it, whether as directors, employees, consultants, representatives, advisers, business partners or otherwise):

9.1.1 keep all Confidential Information strictly confidential;

9.1.2 not use any Confidential Information for any purpose other than evaluating the Proposals for internal purposes only or in the course of providing the agreed services to the other party;

9.1.3 not copy in any manner any document or other media containing any Confidential Information without the prior written consent of the Disclosing Party;

9.1.4 restrict access to any Confidential Information to such of its employees as need to know such information for the purposes of fulfilling the requirements laid out in the Order Confirmation;

9.1.5 not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party and in the event that such disclosure is permitted the Recipient will procure that such third party is fully aware of and agrees to be bound by theterms of this Deed;

9.1.6 be responsible for any breach of these undertakings by any of its directors, employees, consultants, advisers or representatives

10.WARRANTIES

10.1 The Company warrants that it has the right to provide the Deliverables, that the Deliverables supplied will be in all material respects as set out on the Order Confirmation (subject where appropriate to volume availability) and that the Deliverables will be supplied using reasonable care and skill. Otherwise (save as set out in clause below)

8.2  the Deliverables are provided on an "as-is" basis without warranty of any kind, express or implied, oral or written. The Company does not warrant that the Deliverables supplied are error-free, accurate or complete and no warranty is given that the Deliverables are suitable for the purposes intended by the Client.

10.2 Each party warrants that it will comply with all appropriate Data Protection Legislation including but not limited to its obligations in respect of any personal data (as defined in the Data Protection Act 1998) which it may supply to or receive from the other party. In particular but without limitation the Client warrants to The Company that it shall at all times:

10.2.1 comply with all appropriate UK Data Protection Legislation which implements the EU Directive 95/46/EC and any guidance issued by the Information Commissioner relating there to;

10.2.2 maintain the confidentiality and integrity of any personal data received from or on behalf of The Company;

10.2.3 implement and maintain appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of or damage to personal data in accordance with relevant Data Protection Law;

10.2.4 not transfer any personal data received from or on behalf of The Company outside the European Economic Area unless specifically agreed in advance with The Company in writing.

10.3 The Client warrants that the Data will be used in accordance with all relevant applicable legislation and industry Codes of Practice, and in particular in accordance with the regulations of the Direct Marketing Association as current from time to time.

10.4 The Client acknowledges that, unless otherwise agreed by The Company in writing, it will be responsible for the use of any or all suppression deemed necessary by files including, without limitation, the Mail Preference Service file, as and when required.

11 LIABILITY

11.1 The Company will carry out the services with reasonable skill and care.

11.2 The Company's liability to The Customer for any breach of this contract, negligence, misrepresentation or otherwise shall be limited to the price payable by The Customer under this contract. In no circumstances shall The Company be responsible for any consequential or in direct loss, however incurred, including without limitation, loss of profit, business or anticipated saving.

11.3 Whilst every effort is made to ensure the accuracy of the data, The Company cannot, in any circumstance accept liability for any loss, inconvenience or damage (including loss of profits) occasioned by any error in the data.

11.4 The Company cannot accept liability for any loss, inconvenience or damage (including loss of profits ) occasioned by any error in the data resulting from inaccurate data provided by our business partners.

11.5 In the event of there being any error in the Deliverables The Company shall have the right to remedy such fault where reasonably possible by the re-supply of the Deliverables. In the event that the Client does not advise The Company of any defect in the Deliverables within ninety (90) days from the date of receipt thereof (or such longer period as may be set out in the Order Confirmation), The Client shall be deemed to have accepted the Deliverables and shall have no further right of recourse against The Company.

11.6 In so far as is permissible under law The Company shall not be liable for any special, indirect, economic or consequential loss or damage howsoever arising or howsoever caused (including loss of profit, loss of revenue or loss of goodwill) whether from negligence or otherwise in connection with the supply, functioning or use of the Deliverables or any breach of these Terms and Conditions. Any liability of The Company shall in any event and in so far as is permissible under law be limited to the fees paid by the Client for the Deliverables.

11.7 Nothing herein shall limit either party's liability for fraud or for death or personal injury arising from the proven negligence by itself or its employees or agents.

11.8 Neither party shall be liable for any delay or failure to perform arising from circumstances outside its reasonable control.

12 CARRIAGE, DELIVERY AND INSURANCE

12.1 The customer is responsible for the delivery of the input to and for the collection of the output from The Company's premises. Transport arranged by The Company on The Customers' behalf shall be at The Customers' risk. Proof of sending does not constitute proof of receipt.

12.2 Unless otherwise agreed, while in the possession of The Company, all input and output materials shall be deemed to be held at The Customers own risk. The customer should arrange insurance cover accordingly.

12.3 In the absence of a written agreement to the contrary, any delivery date quoted is an estimate only. All time scales quoted shall commence on completion of receipt of data and complete once output data commences transmission. The Company shall not be liable for any loss resulting from delay in delivery however caused.

12.4 Without prejudice to these terms and conditions of trading, The Company will accept no liability for failing to meet delivery dates quoted, where the input has not been delivered to The Company in sufficient time or does not conform to the requirements of the contract or if The Company is prevented from processing the input by circumstances beyond its reasonable control including but not restricted to restrictions on the supply of energy, national emergencies, strikes, lockouts, trade disputes, fires, machinery or equipment breakdowns or staff shortages.

13. GENERAL CONTRACT TERMS

13.1 No variance of these terms and conditions of trading shall be binding on The Company unless in writing and signed by The Customer and a director of The Company.

13.2 Any service provided by The Company to The Customer in excess of that specified in the Quotation shall be subject to an additional charge and will be performed as soon as reasonably practical.

14.EMPLOYMENT OF PERSONNEL

Subject to the prior written consent of The Company the Client shall not, for a period of six (6) months from the date of the Order Confirmation, induce to employ, whether as an employee, agent, partner or consultant, any employee of The Company directly associated with the supply of the Deliverables.

15. ASSIGNMENT

This agreement may not be assigned, transferred or sub-licensed by The Client unless agreed in writing by The Company.

16.GOVERNING LAW

These Terms and Conditions shall be subject to and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

17.DATA OWNERSHIP

The Company and The Customer acknowledge that the data provided to The Company for inclusion in the Clients database remains the intellectual property of the suppliers of the data and/or of the client as appropriate.

SCHEDULE A. Directory Information Licence Agreement End User Terms

In the following terms and conditions any words or phrases with initial capitals shall (unless otherwise indicated) have the same meaning as those words and phrases have in the main body of the applicable Directory Information Licence Agreement. The following terms shall be included in the main body of the terms and conditions of the agreement between the Licensee and the user ("the user agreement"), mutatis mutandis:

1 The user will at all times:

1.1. in all its use and processing of and dealings with or relating to the whole or any part of a product or service provided by the Licensee the information contained therein and any Entry or part thereof supplied under the user agreement comply with all applicable laws, statutes, regulations, orders and codes of practice voluntary or otherwise, including (without limitation) the Data Protection Act:

1.2. comply with all reasonable instructions which the Licensee may give from time to time relating to the use of any product or service provided by the Licensee which incorporates any (part of any) Entry and of any Entry to which the user is given access under the user agreement;

1.3. implement, within a reasonable time of a request to do so by the Licensee any action which British Telecommunications plc ("BT") certifies is reasonably necessary to secure compliance with any conditions imposed upon BT under section 45 of the Communications Act 2003, or any continuing licence obligations that may be imposed on BT during the transition period in accordance with Schedule 18 of the Communications Act 2003 and/or any statute, directive, code of practice, regulations, decision or recommendation (whether or not legally binding) which is applicable to the subject matter of this agreement;

1.4. where the Licensee (or BT through the Licensee) confirms in writing that it has reasonable grounds to suspect that Entries, the Product, a Database Extract, a Local Use Extract, Amendment Information or any derivative of any of the foregoing is being used or accessed by any Person other than in accordance with the Directory Information Licence Agreement and the user agreement, cooperate with the Licensee and/or BT in investigating such suspected use or access. For the avoidance of doubt, no rights of any kind are granted to the user in relation to Database Extracts, Local Use Extracts or Amendment Information in any event.

2 The user will not at any time:

2.1. use any information supplied through or derived from the products or services provided by the Licensee other than for its own internal use or the internal use of 16 any of its Associated Companies (if the user is a business) or personal use (if the user is an individual) provided that this clause shall not prevent the user providing the results of Searches to a specific client for its or his own internal or personal use;

2.2. sell or offer for sale or invite offers for any information supplied through or derived from any product or services provided by the Licensee; save for a sale of information to a specific client of the user in accordance with 2.1 and 2.3.

2.3. provide or enable the provision of any information obtained through or derived from any product or service provided by the Licensee to any other Person (or where the user is a body corporate) to any Person other than an Associated Company of the user provided that this clause shall not prevent the user providing the results of Searches to a specific client for its or his own internal or personal use;

2.4. notwithstanding any other term of the user agreement use the products or services provided by the Licensee or any part thereof, any part of the contents thereof or any Entry or part thereof save for making Searches and receiving the result of a Search consisting of (as appropriate):

(a) a telephone number corresponding to an Approximate Name and, where relevant, an Approximate Address; or

(b) confirmation that the telephone number requested is ExDirectory;

2.5. in connection with any activities relating to the user agreement do any act or make any omission or make any statement which in (the Licensee's)  reasonable opinion is likely to bring the Licensee or BT into disrepute;

2.6. sublicense, purport to sublicense, assign, delegate, copy, transfer, make subject to a trust or charge or otherwise dispose of any rights or obligations under the agreement;

2.7. under any circumstances, store, archive or collate information from Entries or the results of Searches (including, without limitation, with the intention of using such information to track individuals) other than for its own internal purposes (if the user is a business) or its own personal use (if the use is a business);

2.8. compile, store, maintain, process or archive Entries or derivatives thereof or any database using the Entries or derivatives thereof for any reason other than its own internal purposes (if the user is a business) or its own personal use (if the use is a business);

2.9. make or permit a Reverse Search;

2.10. produce, offer or invite offers for a Classified Product.

3.The user will acquire no right, title or interest in or to any of the Intellectual Property Rights in the products or services, any part thereof or to any information therein, any Entry to which access is given to the user under the user agreement or any Marks or in all and any materials, documentation, information (including computerised information) databases, structures, systems and software connected with the Product any part thereof or any information therein or any Entry or Marks;

3.2. The user shall not, without the prior written consent of the Licensee or,  where the Intellectual Property Rights concerned are owned by BT, BT, alter any copyright or other Intellectual Property Right acknowledgement or confidentiality marking incorporated into anything supplied or to which the user has access pursuant to this agreement.

4. The user agreement may be amended by the Licensee as a result of changes in statute or regulation and in order to meet legal and regulatory obligations and/or in accordance with any direction or guidance issued by a competent regulatory body (including, without limitation, OFCOM and the Information Commissioner ) regardless of whether such direction or guidance has the immediate force of law. The Licensee will give the user as much written notice of such changes as is reasonably practicable;

4.1. 'OFCOM' shall mean the Office Of Communications and any person whose functions are transferred to ‘OFCOM' under Section 2 of the Communications  Act 2003, including (without limitation) the Director General Of Telecommunications.

5. The user agrees that, notwithstanding any other provision of the user agreement, the Licensee shall be entitled to disclose the terms of the agreement (other than any terms concerned with pricing) to BT.

5.1 The validity, interpretation and performance of the agreement will be governed by English Law and the parties will submit to the non-exclusive jurisdiction of the courts of England and Wales.

5.2 Without prejudice to the generality of the provisions of clause 4.1.2 of the Directory Information Licence Agreement, the Licensee shall also ensure that it reserves the following rights in the user agreement:

(a) the right to terminate immediately upon any lawful termination of the Directory Information Licence Agreement;

(b) such rights as are necessary to ensure that the Licensee will be able to comply with the obligations set out at clause 4.1.7 of the Directory Information Licence Agreement;

6. MARKS

6.1 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. 

6.2  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.

 Ai Data Intelligence is a trading name of Absolute Intuistic Ltd. Reg. in England No. 05142229
Reg. Address: Wakefield Road, Leeds, West Yorkshire, LS10 1DU.  
VAT number  740 6877 13. Email info@aidataintelligence.com. Member of DMA.