These terms and conditions, together with the attachment called Annex A will be known throughout this as these Terms.
These Terms form a legal agreement between You (also referred to as Licensee, Your or You); and Us which includes all of (a) INFOLOGIC LTD (Company Number: 5385965); (b) MAP LOGIC LTD (Company No: 6722535); (c) LIST LOGIC LTD (Company No: 6722571); (d) ADDRESS LOGIC LTD (Company No: 9662435); and (e) INFOLOGIC (a Partnership) whose registered address is Norton House, New Street, Chipping Norton, Oxfordshire, OX7 5LJ (together referred to as Licensor, Our, Us or We). The License Fees include the initial licence fee and all subsequent fees associated with the services and products that We provide and or that you take, including but not limited to your ongoing use of our products, associated renewal fees and/or subscription fees.
1. Licence. In consideration of Your: (i) payment to Us of the fees; and (ii) You complying with these Terms, We will grant to You a non-exclusive, non-transferable, limited, revocable licence to use our product for the agreed minimum period of time after which, and subject to the termination provisions given in these Terms, it shall automatically renew for further periods of the same length as the agreed minimum period (Licence Period).
2. Licence Types. The following licence types were made available to You when You ordered our product (the License Type(s)) and You selected a specific Licence Type when you made the order:
(a) Single User Licence: this is a licence whereby You pay a fixed advanced fee for each Licenced Period to use the Product an unlimited number of times for the duration Licence Period. You use or You assign sole use of Our product over the Licence Period to yourself or an employee in your organisation / company and that access or use of the product in part or whole cannot be shared or passed or given or transferred to any other person during the Licence Period except in cases of retirement, redundancy, holiday cover, maternity cover or similar or where said person is already licenced. For avoidance of doubt each part time or job share employee having access to the file in part or whole will need their own licence. You acknowledge unless already licenced that You will need to purchase a separate licence for each employee having partial or full access to Our product under this option;
(b) Multi User Licence: this is a licence whereby You pay a fixed advanced fee for each Licenced Period to use the Product an unlimited number of times for the duration Licenced Period. This licence contains a single block of three hundred (300) Single User Licences defined by 2 (a) provided that each user is employed by and or contracted to the same company ;
(c) Organisation Licence: this is a licence whereby You pay a fixed advanced fee for each Licenced Period an can use the Product an unlimited number of times for the duration Licenced Period. The licence contains an unlimited number of Single User Licenses as defined by 2 (a) provided that each user is employed by and or contracted to the same company ;
(d) Transaction / Pay Per Click (PPC): this is a licence which allows Our product to be used online or via a terminal, system or platform that displays records to Your end users so long as the end users are restricted to seeing no more than a block of 100 records at a time (presented as a single block of records per query performed against the product) and each query returning a single block of records will be chargeable as a single “click”, and you agree to pay a pay per click transaction fee which is calculated based on Our published ratecard. To use this licence you will be asked to set up an account and purchase credits which will be assigned to your account. The service will stop working when Your credit balance has a zero credit balance but will resume when topped up / You purchase more credits;
(e) Internet Licence: this is a licence which will give You unlimited Transactions (see 2(d)). With this licence You pay a fixed advance annual fee for each Licenced Period to use the Product an unlimited number of times for the duration Licenced Period, and abide by a fair usage cap, meaning a limit of ten (10) million transactions are permitted within the Licence Period. Any transactions beyond the (10) million will automatically move You to a High Use Licence for an additional advanced Licence Fee of seven thousand GBP (£7000) per year which will become immedatly due when invoiced to You immediately by Us.
The following delivery options for Our product may be available to You when you make Your order (the Services):
(a) API: where We create a digital key that is unique to You and You use this key in conjunction with Our API to access Our servers and products. Using the API You send us a request which consists of predefined criterium which We use to query Our products and return to You the products and or data fields and records that match Your criterium. We then check to see what valid Licence Type You have to determine if payment is required, and if so deduct a credit from your PPC / Transaction Licence (see 2d) before delivering products, data fields or records to You. With this API, you acknowledge that there could be rare occasional outages outside of Our control which may cause the API to temporarily cease working; and that We cannot be held responsible or liable for said outages. Notwithstanding, Our liability shall always be limited to the value given in these Terms.
(b) Download Link: the product may be delivered as a flat file, typically in Comma Seperated Variable format that may have been compressed using a standard Zip format. The delivery mechanism will in this case be via a web address or URL. The link will be presented to You in an email or on a web page that We present/address specifically to You. The product once downloaded to Your local operating enviorment should be decompressed using Zip software.
You acknowledge that We have made every effort to secure and control the product prior to compression and release to You. In the event of any issues with the product and or the transactions described above that are outside of Our control you agree that Our liability shall always be limited to the value given in these Terms.
4. Your responsibilties & warranties. You will: (a) keep a record of any person or persons that will have access to the product up to the total number of users allowed for in the Licence Type You chose when ordering; (b) not transfer this license or give access to the product to another person or entity other than those identified to Us when You made Your order (unless We allow You to do otherwise); (c) ensure that each user has his or her own licence to use the product; (d) only allow access to the product by users that are in Your employ; (e) not copy the product (except where copying is incidental to normal use of the product, or where it is necessary for the purpose of back-up or operational security); (f) use all reasonable endeavours to supervise and control use of the product in accordance with these Terms; (g) include Our Copyright notice “Copyright InfoLogic Ltd” on all entire and partial copies You make of the product on any medium; (h) not use, store or otherwise allow or disseminate any of the product (or any derivative including lists or hard copy) beyond the expiry of the Licence Period and to confirm in writing that the product (and any derivative including lists or hard copy) has been deleted entirely prior to the end of the Licence Period; (i) pay on demand the Licence Fees including the initial minimum period and following additional licence periods (including instances where You have failed to terminate the licence prior to the end of the agreed minimum licence period); (j) pay the appropriate Licence fees should You go beyond the initial number of users that You identified when first ordering; (k) not transfer or store the product in a country or territory outside the EU, Iceland, Liechtenstein, Andorra, Argentina, Canada, United States, Faroe Islands, Guernsey, Isle of Man, Israel, Jersey, New Zeland, Switzerland, Uruguay or Norway, unless that country, state or territory ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data; for the avoidance of doubt, unless expressly agreed by Us; (l) not use the product in part or whole to provide a service, solution or otherwise benefit an unlicensed person or entity; (m) be responsible for applying any updates We give You in a timely fashion or no less than twelve (12) months from Your receipt of these updates.
5. Intellectual property rights. Unless We otherwise agree in writing, all intellectual property rights in the product anywhere in the world belongs to Us or Our licensors. Rights in the product are licensed (not sold) to You, and that You have no rights in, or to, the product or any part of the product other than the right to use it in accordance with these Terms.
6. Our warranties. (a) We may provide updates to You throughout the Term and warrant that for the entire Licence Period, the product will, when properly and lawfully used, perform substantially in accordance with the product description provided to You; (b) The product has not been supplied to meet Your individual requirements, and You are responsible for ensuring that the product meets Your requirements; (c) The product may not be free of errors, and any existence of minor errors shall not constitute a breach of these Terms; and (d) We will replace the product if there is a defect within the Licence Period which has not been caused by any actions made by You.
7. Confidentiality. All information exchanged between You and Us will be: (a) kept confidential and neither party shall disclose it to any other person other than on a need to know basis; (b) protected with no lesser degree of care than that which a reasonable person would take in protecting its own confidential information; and (c) used only for the purposes of these Terms. Any exemptions to this clause includes a disclosure of any confidential information: (a) which is lawfully available to the public otherwise than through breach of these Terms; (b) which was disclosed to either You or Us by a third party legally in possession of the confidential information and who was not restricted from disclosing it; or (c) independently created or already in the possession of either party.
8. Liability. Nothing in these Terms shall limit or exclude each party’s liability which cannot be limited by law. These Terms set out the full extent of Our obligations and liabilities in respect of the product.
We shall not in any circumstances have any liability for any direct or indirect losses or damages which may be suffered by You (or any person claiming under or through You), including under contract, tort or otherwise howsoever, even if We were aware of the circumstances in which such loss or damages could arise; and Our total liability to You, whether in contract, tort (including negligence) or otherwise and whether in connection with these Terms, shall in no circumstances exceed one hundred percent (100%) of the License Fees You have paid or owe Us in the year in which the liability arises.
You will maintain throughout the Licence Period adequate insurance and liability coverage (with a minimum cover of £5 million) with an insurance office of repute to protect yourself and to indemnify Us against any and all liabilities, errors, omisions and wrong doings arising in respect of all and any products We have supplied to You.
9. Brokers, Solution Providers and Sub Licences. Provided You have Our express written consent, You will be able sublicence or provide the product to another entity or party. If We do give You consent, You will still remain bound by these Terms and will remain responsible for any breach by the other entity or party or their users.
10. Termination. Either party may terminate these Terms immediately by sending written notice but only if the other party: (i) commits a material or persistent breach of these Terms and the breach is not remedied (if remediable) within thirty (30) days; (ii) is in receipt of a petition for a bankruptcy order; (iii) becomes insolvent or unable to pay its debts or (iv) by notifying the other in writing at least three (3) months before the end of the applicable licence year. Following termination for any reason, You will also need to send Us written notice confirming that the product and any copies have been deleted and or destroyed and We must have acknowledged receipt of Your written notice.
Upon termination, all rights granted to You under these Terms shall stop. You must immediately pay to Us any sums due to Us without any deduction.
Clauses 4, 6, 7, 9, 10, 12, 14, 15, 16 and 17 remain in force between the parties after termination or expiry of the licence.
11. Payments and Fees. Unless otherwise stated, You agree to pay the License Fees in a timely fashion, without deduction and within thirty (30) days of the date of Our invoice. Unless otherwise stated, all prices provided are exclusive of VAT at the prevailing rates.
You agree to compensate Us for any late payments that are overdue in accordance with the late payment of commercial debts (interest) act 1998. For avoidance of any doubt, for every overdue invoice (not settled within forty-five (45) days of the invoice date), We shall increase the amount due by 8% and apply a £100 fixed administration fee per invoice.
You also agree to compensate Us in full for all and any costs associated with the recovery of the License Fee outstanding beyond sixty (60) days.
If You have a Transaction Internet Licence or an Unlimited Internet Licence, Unless otherwise stated You agree to submit at the end of every calendar month to Us a report showing the total number of transactions processed by You in that given month and to pay Our invoice in accordance with this clause.
You acknowledge and agree that We may change these Terms (including increasing the Licence Fee) annually. Any increases will be notified to You in Our renewal notice and quotes several weeks prior to the end of the current Licence Period.
12. Term and renewals. (With exception to products taken or provided via Our Subscription services offered on addressesandpostcodes.co.uk), unless We receive notice from You to terminate before the current Licence Period ends, the Licence Period will automatically roll into new 12-month minimum Licence Period(s) on the anniversary date. Products and or services taken and or supplied via addressesandpostcodes.co.uk, will roll over on a subscription basis depending on the roll over period told to You when You made the order. Regardless of which term is chosen by You, a minimum of three months fees must have been received by Us before the subscription and licence can be ended.
13. Transfer of rights and obligations. These Terms are not transferable.
14. Events outside Our control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by events outside Our reasonable control (known as a Force Majeure Event). Our performance under these Terms will be deemed to be suspended for the period that the Force Majeure Event continues, and We will have an extension of time for performance for the duration of that period.
15. Waiver. If We fail, at any time during the Licence Period, to insist upon strict performance of any of Your obligations under these Terms, or if We fail to exercise any of the rights or remedies to which We are entitled to under these Terms, You must be aware that this shall not constitute a waiver of such rights or remedies and will not relieve You from compliance with such obligations.
16. Severability. If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, then such term, condition or provision will to that extent be taken out from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent allowable by law.
17. Entire agreement. These Terms represent the entire agreement between You and Us in relation to the licensing of the product and supersedes any prior agreement, understanding or arrangement between You and Us, whether oral or in writing.
18. Law and jurisdiction. These Terms, their subject matter or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts. You confirm that You have taken notice of these Terms (including the Annex) and by making an order for the product agree with the content thereof and to be bound to all terms and conditions contained therein.
ANNEX 1 Specific Royal Mail End User Terms and Conditions for the use of PAF® Data with Our Products
1. The End User’s permitted use of the Products and PAF® Data
End Users may freely use the Products provided by Us and the PAF® Data in accordance with these End User Terms.
2. Conditions of use
2.1 End Users shall only use Our Products and PAF® Data in accordance with all applicable laws.
2.2 End Users must not make copies of Our Products or PAF® Data except as permitted by these End User Terms or as REASONABLY necessary for back up, security, business continuity and system testing purposes.
2.3 End Users may use PAF® Data but such PAF® Data may only be accessed by individuals authorised by the End User and must not be supplied to or access granted to any third party.
2.4 End Users must not use Our Products or permit access to, display or communicate to the public the Products except for the purposes of capturing or confirming address details of third parties.
2.5 Except as detailed in these End User Terms, End Users must not:
2.5.1 transfer, assign, sell or licence the Products and/or the PAF® Data or the use of the Products and/or the PAF® Data to any other person; or
2.5.2 use the Products and/or PAF® Data to create a product or service which is distributed or sold to any third party and which relies on any use of the Products and/or PAF® Data, including copy, looking up or enquiring, publishing, searching, analysing, modifying and reformatting; or
2.5.3 copy, reproduce, extract, reutilise or publish any Product and/or any PAF® Data.
3.1 End Users may provide PAF® Data to their subcontractors who may only use it to the extent necessary for the provision of information technology services to the End User or if acting on behalf of the End User, providing such use is for the End User’s own business purposes and not those of the subcontractor and providing that each subcontractor arees to observe these End User Terms. The End User is responsible for any breach of these End User Terms by the subcontractor.
4. Personal Rights
The End User rights are personal, limited and non-transferable.
5. Intellectual Property
5.1 The End User acknowledges that We are the owner of the intellectual property rights in the Products and Royal Mail is the owner the intellectual property rights in the PAF® Data and the PAF® brand. The End User does not acquire and is not granted any rights to use those intellectual property rights other than as set out in these End User Terms.
5.2 The End User shall not remove any notice relating to the ultimate owners intellectual property rights in Our Products or PAF® Dataand shall display any aknowledgement of the ownership of such intellectual property rights in the form and manner which may be required from time to time.
5.3 End Users shall not advertise or promote any goods or services as being endorsed or approved by Us or Royal Mail.
6. Cessation of use of Our Products and PAF® Data
6.1 End Users must cease use of Our Products or PAF® Data if their right to use it is terminated.
6.2On termination of their right to use Our Products or PAF® Data, End Users shall destroy any copies held.
7. Use by Authorised Users
End Users shall ensure that any person authorised to use Our Products or PAF® Data under these End User Terms shall comply in all respects with these End User Terms and that the rights of such persons to use Our Products or PAF® Data shall terminate when the End User’s rights also terminate.
8.1 End Users must keep an accurate record of all use of Our Products or PAF® Data and retain it for a minimum of six years after the relevant use or transaction.
8.2 End Users shall permit Us or the provider or any appointed agent of Ours to audit such records and shall provide reasonable co-operation and assistance to Us or Our authorised agents) in relation to such audits. This includes, on reasonable prior notice, granting access to relevant premises during working hours to inspect relevant records for the purpose of verifying compliance with these End User Terms, and a right to copy any such records for that purposes.
8.3 In the event that an audit finds that an End User has not complied with its obligations regarding the Products or PAF® Data or if the End User fails to comply with these terms regarding co-operating and access to premises for the purposes of auditing, the End User shall be responsible for the costs of the audit.
8.4 In the event that any End User provides access to the Products or PAF® Data to any other party (including any group company) as permitted by these End User Terms or any other document, the End User shall ensure that such parties shall comply in all respects with these End User Terms.