terms and conditions
In this section, we will explain the meaning of certain words that will be used in the agreement unless they change as per the context they are used.
‘Agreement’ includes the order form along with the standard terms and conditions which are required for the licencing and usage of data.
‘Data’ can be defined as information of any kind presented in whatsoever form, and can comprise of names, addresses, telephone( mobile and landline), fax numbers, email addresses, and or other information such as pictures, maps, graphs, charts, sketches, and any other such information which is made available to you, by us in connection to the above agreement.
‘Database’ means a collation of data and or information described above whether recorded or stored electronically or otherwise.
‘Derivative work’ stands for any copies of data or materials (or any part thereof) and or any materials or other works whatsoever derived by the usage of the materials, data and databases which have been made available to you from us in connection with the agreement.
‘Direct Marketing Campaign’ is a type of campaign that targets end users wherein these end users are contacted by the licensee who has entered into agreement with us (whether by phone, direct or email, fax and any other type of bona fide communication medium) for the purpose of seeking to sell, promote or market certain specific products/services or all products/services or for the obtaining of research information from end users.
‘End User’ is typically an individual, business or target audience whose details (address, email, phone or such other details) are included in data, database or materials.
‘License date’ is the specified date of delivery of data. It is the pre-determined date on which all the data, in instalments or bulk and updates are to be provided and when the license agreement commences as stipulated in the agreement.
‘License fee’ is the amount of fees that is paid for the use of the data that is delivered as set in the order form.
‘Licensing period’ is the time period of 12 months from the license date that the licensee can utilize the data unless specifically mentioned in the order/agreement form or terminated prematurely.
‘Material’ means any types of documents, tapes, disks and any such physical medium supplied to you from us for which the transfer of data, databases are stored, and/or recorded for business purposes mentioned in the agreement.
‘Multiple use’ is a type of use which if specified under the permitted use on the order form means (unless specified otherwise in the order form), the licensee may use the given data which does not include email addresses for the purpose of establishing contact with end users during the stipulated licensing period with regard to direct marketing campaigns relating to their business and use the given data which also includes email addresses for the sole purpose of sending out not more than 12 individual emails during the licence period to each one of these email addresses respectively.
‘Order form’ is the official document signed by GlobalDataBrokers and the licensee clearly describing the details of license fee, license period, permitted use of data and other such details which are directly related to the transaction between GlobalDataBrokers and the licensee for business purposes.
‘Permitted use’ is the utilization of data with regards to direct marketing campaign or direct marketing campaigns in relation to the business of the licensee as summarized in the order form.
‘Single use’ if defined under permitted use in the order form unless directly specified otherwise in the order form through which the licensee may use the data that is provided to them for the purpose of making direct contact with the end user only once during the entirety of the license period with regards to a singular direct marketing campaign of the licensee. To eliminate doubt, if single use is specified under permitted use in the order form specifically unless otherwise described, the licensee may not contact any individual or business user in the data provided by GlobalDataBrokers as mentioned in the order form through a direct marketing campaign multiple times. The only exception is via phone where the licensee can make repeated call until such time the end user answers the calls and is within legal bounds such a registering the phone number as a business connection.
‘We’ or ‘us’ or ‘our’ or ‘GlobalDataBrokers’ refers explicitly to GlobalDataBrokers.
‘You’, ‘your’ or ‘licensee’ refers to the receiver of the licence agreement whose details are described in the company details section of the order form.
GlobalDataBrokers hereby approves and provides the licensee a personal, non-exclusive, non-transferable license to utilize the data provided by GlobalDataBrokers in any country where international business laws hold good exclusively within the license period only.
You explicitly agree that:
- You shall not utilize any data, data materials, derivative works or any part thereof in connection with any use other than those specified in permitted use. You shall not use data nor derivative works or reproductions in any product, service produced, sold, serviced or marketed by you at any given time during the license period.
- You shall not, in any way provide, lend, transfer or allow the usage of materials, data, derivative works in whole or part thereof to or by any third party ( including any group or associated company of yours) for any purpose whatsoever with exceptions if mentioned in the permitted use clause.
- You are not permitted to use the data, materials, derivative works or any part of the mentioned work for the creation of any database, product, service which is made available by you to your customers, clients, users of your services, general public or for the competition with any of the database products and services provided by us or our data suppliers, including without limitation by way of involvement in the production or publication or any type of directory of the local, national or international scope in any format or media whose content is primarily classified as advertising or white pages classification in a directory or to enable the production of a telephone directory enquiry service.
- You are permitted to use the data and transfer it only to individuals, groups, businesses who are working on your premises only provided that these agents, employees or groups have agreed to our terms and conditions with regard to the use of the data. You are solely responsible for the actions or omissions of these noted people as your own actions and omissions.
- You acknowledge the presence in the data, ‘seed’ or ‘dummy records’ which do not relate in any way to any individual, business or target contact and have been place deliberately. Such records have been included by us for the sole purpose of monitoring and tracking of data that we have provided you and checking for unauthorised usage. You explicitly agree to not alter, delete or seek to do so from any database we have provided. Use of seed or dummy records is prima facia evidence for use of the remainder of data.
- GlobalDataBrokers reserves exclusive rights to treat any usage of any data, data materials or any derivative of work which falls outside or exceeds the scope and limitations of the permitted use or happens otherwise during the license period as a binding order by you for any number of single use or multiple use licenses as would be required to properly permit such usage and with regards to this, we are obliged to charge a license fee for the same which shall be calculated and processed unless such fees have been specified directly in the order and has been agreed upon by both parties in accordance to the standard rates for such licenses prevalent at that time.
- You are not allowed to make any duplicates of the data, databases, materials and derivatives of work other than one copy solely for the purpose of archiving. You shall ensure that the data is kept in a safe environment with necessary security measures and you are entirely responsible for its integrity. You will not allow anyone other than authorised personnel to access these archives.
- Data shall be transferred to you in the format agreed upon by us and you in the agreement.
- If we agree to supply you with data and associated materials, you have agreed to pay us the applicable delivery charges such as packaging and insurance charges and you will be notified of the same from time to time as and when the need arises in addition to the license fee.
- All risk on the materials during transit shall be covered by you. In the unlikely event that there is damage or loss of the materials during transit, we shall be obliged to make available additional materials which are copies for purchase at cost price. Any damage or loss of data during transit shall need to be notified to us within 14 days of delivery with suitable explanations.
- You agree to pay GlobalDataBrokers the amount specified as license fee and any other additional surcharges in immediately available funds.
- Payment of GlobalDataBrokers’s invoices is due within 30 days after the date of invoice. The license fee and any other such charges occurred herewith are to be invoiced on receipt and acceptance by us of this agreement signed by you. All other charges shall be invoiced as they are incurred.
- All sums payable by you are stated exclusive of taxes, including VAT. You are legally bound to pay these rates in addition to the rates prescribed.
- Any sum payable to GlobalDataBrokers is to be paid without regard to any type of equity or counterclaims without prejudice to its other rights and remedies. GlobalDataBrokers is entitled to an interest on any overdue amount at the rate of 5% above the base interest rate (varying) with regards to GlobalDataBrokers bankers for the time being which will be accruing daily from the date of issue to the actual date of payment ( both dates inclusive) whether before or after judgement.
- Without any prejudice to other rights and remedies of GlobalDataBrokers we shall be entitled, by serving notice of suspension upon you, to suspend or terminate one or all licenses as we deem necessary during any period that any sum of payment which falls under the purview of the agreement is overdue and until all such claims are settled in full and confirmation of receipt of said payment is done by GlobalDataBrokers is received. During said period of suspension, you shall not use the data, materials, databases or derivatives of work and if there is a breach, GlobalDataBrokers withholds the right to penalize you in legal terms as covered under the scope of agreement.
4. INTELLECTUAL PROPERTY RIGHTS
- You acknowledge that GlobalDataBrokers has and does spend a considerable amount of resources towards the collating, sorting and compiling of the data, databases, materials, are to be treated by you as extremely confidential information which is owned wholly by GlobalDataBrokers. You acknowledge that the data and materials are provided to you on the basis that you understand and agree and hereby undertake to use and to keep the same level of strict confidence as we do and will use the same only for the sole purposes listed out in the permitted use clause of the agreement and to not disclose in whole or in part to any third party except for those permitted under the license as described earlier in this document and who have been made aware to us and who comply to the terms and conditions fully.
- GlobalDataBrokers will permit you to allow third party access to the data, databases, materials and or derivative works on your behalf as per the agreement only if you ensure that you inform such third parties in respect to the confidentiality of the processes and work undertaken by GlobalDataBrokers. You shall obtain from such third parties binding and written undertakings of the same and shall share a copy with GlobalDataBrokers for record keeping purposes. You shall be solely responsible for any failure on the part of the third parties to whom you have provided access to the data to keep the data, databases, derivatives of work or materials confidential.
- You agree to notify us directly about any suspicion of unauthorised use of the data that we have transmitted to you which you become aware of.
When the data shared with you includes email addresses or email data, the following provisions of the terms and conditions shall apply to the data:
- If you wish to exclude any particular criteria from the data we have shared with you, you need to provide us with a suppression file which clearly states the criteria which needs to be excluded and also request this in the order form.
- If you wish us to exclude general email addresses from the database, it needs to be communicated with us and through the order form.
- GlobalDataBrokers is not liable in any way for email addresses that are undeliverable with the exception where the undeliverable addresses exceeds the undeliverable threshold and is subject to you providing us with proof of non-delivery within 30 working days of license date. We will try our best with the resources at our disposal to provide additional email addresses so that we ensure the percentage of undeliverable emails is brought within the limits of the undeliverable threshold.
- Clause 5.3 is null and void if you utilize a medium of delivery not stated in the agreement and approved by GlobalDataBrokers.
- GlobalDataBrokers reserves the right to require you to cease and desist from the usage of the email addresses we have provided you if we understand that you are using misleading content to serve any motive of your business.
- When using the email addresses provided for business purposes, you must ensure that you provide the end receiver the ability to opt-out easily from the mailing list in accordance to international email marketing laws. You should also provide us with the database of such recipients who have used this feature in an excel sheet.
6. DATA PROTECTION, COMPLIANCE AND ADVERTISING LAWS
- At GlobalDataBrokers, it is a continuing process to comply with set standards of email marketing and advertising from across the world and understand the scope of email marketing crosses geographical boundaries.
- None of the clauses mentioned here laid out for the purpose of privacy and safeguarding of intellectual property rights shall in anyway interfere with the due course of laws laid down to protect the same.
- You shall comply with all the necessary rules and regulations governing the use of electronic data in the area of business you have specified in the agreement provided to us and will ensure that it is used as per the regulations.
- You have undertaken and maintain all necessary notifications under the Data Protection Act 1998.
- You shall conduct all direct marketing campaigns within the scope of the rules and regulations governing them.
- You shall not utilize the resources we have provided you to deliver any type of defamatory, derogatory and threatening statements to recipients and which infringe the IP rights of the receiver.
7. WARRANTY AND INDEMNITY
- All conditions, warranties, terms and conditions, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at law other than expressly stated in this agreement, by the course of dealing with otherwise howsoever are excluded to the fullest extent permitted by existing law.
- You shall hereby undertake to indemnify and keep indemnified GlobalDataBrokers of any type of liabilities, losses, damages and or expenses whatsoever may arise or be incurred by us as a direct or indirect result of any breach of any obligations hereby arising out of the expressed use of part of whole of the data and or materials.
8. LIMITATION OF LIABILITY
- Over and above anything contained within this agreement not including death or personal injury caused due to our negligence, we are not liable for any type of consequential loss which may be economic, direct or indirect loss of revenue, loss of contract or contracts, or loss of anticipated savings arising from anyway connected with the supply or non-supply of data and or materials to you by us.
- We will ensure as per our fullest ability to see that the data is accurate and complete by way of immense quantity of time and matter dealt with in providing with and compiling the data and the reason that part of this data provided to you is sourced from sources that are not directly or indirectly under our control and hence cannot guarantee the veracity, originality, accuracy and correctness of the data, you agree to not hold us responsible for errors and or omissions there within.
- Without prejudice to clause no- 8.2, except as otherwise stated explicitly, any query or complaint or claim of any nature with regard to the data supplied shall need to be notified to us- GlobalDataBrokers within 30 working days of receipt of actual data and or materials respectively. Any queries, claims, complaints received by us after 30 days of receipt of data and or materials will not be considered by GlobalDataBrokers and we shall not be liable for any claims whatsoever.
- In the event of any type of claim, complaint or query made against GlobalDataBrokers in relation to any reasonable defects found in the supplied data and or materials, we shall persevere to make good such defect through refund process of the pro-rata claim against the license fee paid in full. This is our only sole liability with respect to any defects in data or materials.
9. CANCELLATION, TERMINATION AND EXPIRY
- Upon signature to this agreement, you have irrevocably agreed to be bound to purchase the license and are bound to other details of the agreement. Until the time we have received a copy of the agreement sent to you without any change in form, signed by you, we withhold the right to withdraw the offer of license and supply the data to you as set out in this agreement at any point up until then and we shall notify you by any means we find convenient. Any offer put forth by us will lapse within 30 working days after the order date provided on the order form. GlobalDataBrokers reserves the right to accept or reject any signed orders post said 30 day period. We shall notify you through any means appropriate if the order has been successfully accepted by us under these specific circumstances.
- Once accepted by you and/or us, this agreement cannot be cancelled or terminated by you in anyway. You shall be required to pay the full licence fee as determined in the order form for the licensed period of data usage regardless of the actual transfer and/or use of data.
- GlobalDataBrokers will be entitled to ( without affecting any other rights we have) immediately suspend or terminate this agreement if:
- a) We understand without reasonable doubt that your business is subject to legal distress or execution thereof,
- b) You offer to make arrangements with your creditors or file for bankruptcy or being a limited company have a receiver or administrative receiver appointed to the whole or part of the property,
- c) You cease to carry on are in plans of ceasing all or a major part of your business.
- Following the expiry of contract and or license or in the event of a termination prematurely, GlobalDataBrokers reserves the right to request for the deletion of all copies of the transferred data and or materials within your possession and within the possession of any third party you have transferred it to.
Notices that are given by either us or by you to the other party shall need to be sent to the registered office of the party of interest. All such notices shall be valid only if sent by first class post or fax and deemed received on the second business day following posting or transmission.
11. LAW AND JURISDICTION
This agreement is valid under the purview of the law of USA. The parties agree that courts of America have non-exclusive rights to hear any disputes relating to the agreement.