Terms and Conditions
BUSINESS SEARCH USER LICENCE AND SUBSCRIPTION AGREEMENT
This is a legal agreement between you and Direct Research Company ("DRC") relating to the online version of Business Search. By completing the online sign-up form and clicking on the 'Accept' box during the registration process or by signing a copy of the sign-up form you are agreeing to be bound by the terms of this Agreement.
"Business Search" means the online version of DRC's sales and marketing tool containing information on over 2 million UK business listings which enables users to search the information by a number of criteria and refine searches;
“Campaign Manager” means the on-screen telemarketing functionality for the conduct and recording of telemarketing campaigns;
"Data" means all of the information, records and data fields stored on and/or derived from Business Search;
"Direct Marketing" means any method of telephone sales, telephone marketing, direct mail, market research and use of circulation lists or fax marketing which is targeted directly at the end-user;
"Registered User" means a user who has registered with Business Search in order to buy Data and who is not a Subscriber;
“Subscription Owner” means a user who has either purchased a subscription to use Business Search for a period of 12 months in order to take advantage of the Subscriber Benefits accorded to Subscription Owners or who is a Trial Subscriber, and “Subscription” shall be construed accordingly;
“Subscription User” means a user nominated by, and working in the same business organisation as, the Subscription Owner who is entitled to use Business Search and take advantage of the Subscriber Benefits pursuant to the Subscription of the Subscription Owner;
“Subscriber” means a Subscription Owner or a Subscription User, as the case may be;
“Subscriber Benefits” means Campaign Manager, de-duping tools and lower volume-related prices for data than are available to Registered Users;
“Trial Subscriber” means a user who has been granted a period of one month free of charge in which to access Business Search in order to trial the Subscriber Benefits.
(A) Payment of the subscription fee entitles you to use of the Subscriber Benefits on Business Search for a period of 12 months. A Trial Subscriber will have use of the Subscriber Benefits for a period of one month.
(B) If you have purchased a Single Licence Subscription or you are a Trial Subscriber, then only the individual who is the Subscription Owner may use or take advantage of the Subscriber Benefits and only one login and password will be issued for the sole use of the Subscription Owner.
(C) If you have purchased a Team Licence Subscription, the following will apply:
(i) the Subscription Owner may add Subscription Users to the Subscription and allocate them credits to download Data;
(ii) Subscription Users will be allocated their own login name and password and may benefit from the use of the Subscriber Benefits for the period of the Subscription;
(iii) only Subscription Owners may purchase credits to download Data;
(iv) the Subscription Owner will be fully responsible and liable for the use of Business Search and the Data downloaded from Business Search by Subscription Users which must be in accordance with the terms of this Agreement. All the terms of this Agreement apply equally to Subscription Users as they do to Subscription Owners.
3. GRANT OF LICENCE OF DATA
(A) DRC grants each Subscriber a non-exclusive, non-transferable limited licence
to use Business Search to purchase Data and to use that Data for the period of:
(i) 12 months from the date of purchase if you have purchased a one year lease or if you are a Trial Subscriber
in accordance with the terms and conditions of this Agreement.
(B) Subscription Owners may purchase credits ("Credits") from DRC online which, through a credit metering system, will allow them (and any Subscription Users to whom credits have been allocated) to purchase records and to export records to the Campaign Manager, in each case for use in accordance with the terms of this Agreement, by reference to the number of Credits purchased. No refunds will be made in respect of Credits purchased, but not used.
(C) The fee for Subscription is non-refundable.
(A) The Data contained in Business Search contains material proprietary to DRC and/or other right holders and is protected by copyright and/or database right and/or other intellectual property rights. Except for the licence granted herein, all rights, title and interest in the Data in all formats and media throughout the world including all copyrights and/or database right and/or other intellectual property rights are and shall continue to be the exclusive property of DRC and/or other right holders.
(B) At the end of the period of use set out in Condition 3(A) the Subscriber does not retain any rights to use Data that has been purchased.
5. USE AND RESTRICTIONS
(A) Only Subscribers may search and, upon payment, retrieve Data for their use. The Data may be used only to carry out Direct Marketing activity to the businesses contained in the Data in relation to your own products and services or, if you are acting as an agent (which includes a telemarketing agency or company) for a single named end user whose name and details are provided to DRC, for carrying out Direct Marketing in relation to that end user’s products and services (the "Permitted Purpose").
(B) Access to and use of Business Search for Subscribers is through the use of a login name and password. You agree to ensure that your Login name and password and those of Subscription Users are kept confidential and not to permit any unauthorized third party to use the same. You agree to notify DRC immediately of any unauthorized use of Business Search on your account or any other relevant breach of security known to you.
(C) You may not:
(i) reproduce, publish in any form of media, distribute, sell, loan, lease or transfer any part of the Data to or for third parties in any manner whatsoever, or otherwise infringe any copyright, database right and/or other proprietary interest of DRC except that where you are purchasing Data as an agent for a single named end user whose name and details have been provided to DRC you may transfer the Data to that end user subject to the restrictions herein on use; (ii) sell, loan, lease or transfer this Agreement or any rights under it to any other person unless you have first obtained the written consent of DRC and the other person has agreed to be bound by the terms of this Agreement;
(iii) modify, adapt, translate, reverse engineer, disassemble or decompile any part of Business Search or the Data to enhance it in any way, save to the extent expressly permitted by law;
(iv) copy or transfer any of the Data onto any other medium or make any part of the Data available to the public, except as expressly permitted by this Agreement;
(v) contact any of the businesses or individuals listed on Business Search for any purpose except for the Permitted Purpose and in particular may not contact any such businesses or individuals for the purposes of creating a database or directory, whether in electronic format or otherwise, for publication or sale or other than for the authorised uses as set out in this Agreement;
(vi) destroy, modify or tamper with any of the credit metering system forming part of Business Search or alter or attempt to alter the number of Credits applicable to the Subscriber;
(vii) use any of the Data to send or make communications which are defamatory, obscene, offensive or in breach of any law.
(D) You may use Data in accordance with this Agreement as an agent for an end user provided that you provide us with the name and details of that end user. If you are acting as an agent in respect of more than one end user, you must provide DRC with the names and details of all of them. In any event you must ensure that any specific set of Data purchased is used for only one end user.
6. FAILURE TO PAY
If payment cannot be charged to your credit card or there is a chargeback for whatever reason, or if you fail to pay any amount due, DRC reserves the right to block access to the areas of the Business Search for which such payments are pre-requisite.
DRC may charge you any reasonable legal and administration costs for recovering amounts owed. This may involve registering non-payment details to credit reference agencies.
Time of payment of the price shall be of the essence of this Agreement and may charge interest at the rate of 1.5% per month on any overdue payments of the price by you from the date payment became due until the date actual payment is made (inclusive).
Please note that the following provisions restrict and exclude DRC's liability to you.
(A) NOTHING IN THIS CONDITION 7 SHALL LIMIT DRC’S LIABILITY FOR FRAUD, DEATH OR PERSONAL INJURY.
(B) WHILST DRC ENDEAVOURS TO ENSURE THAT ALL DATA PROVIDED IS ACCURATE, NEITHER DRC NOR ITS AGENTS OR EMPLOYEES CAN, SUBJECT TO CONDITION 7(A), ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM OMISSIONS OR INACCURACIES RELATING TO THE DATA REGARDLESS OF HOW CAUSED.
(C) DRC DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS WITH RESPECT TO BUSINESS SEARCH OR THE DATA WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
(D) DRC DOES NOT WARRANT THAT BUSINESS SEARCH WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OR AVAILABILITY OF BUSINESS SEARCH WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN BUSINESS SEARCH WILL BE CORRECTED.
(E) IN NO EVENT WILL DRC BE LIABLE TO YOU IN CONTRACT, TORT OR OTHERWISE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE.
(F) DRC SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OR GOODWILL OR FOR BUSINESS INTERRUPTION EVEN IF IT HAD NOTICE OF THE POSSIBILITY OF YOU INCURRING SUCH LOSSES.
(G) DRC DOES NOT WARRANT THAT THE DATA OR ANY FILE DELIVERED ARE FREE FROM ANY ERRORS, VIRUSES, WORMS OR OTHER DESTRUCTIVE FEATURES AND WILL NOT BE LIABLE FOR
ANY LOSS OR DAMAGE SUFFERED AS A RESULT OF THEM.
(H) IN ANY EVENT DRC'S ENTIRE LIABILITY SHALL BE LIMITED TO THE PURCHASE PRICE OF THE DATA IN RELATION TO WHICH DRC'S LIABILITY ARISES.
8. DATA PROTECTION
You agree that you will:
(i) at all times conform with all relevant rules and regulations governing the holding or use of data including without limitation the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any subordinate or associated regulations (in each case as may be amended from time to time). In particular you will be responsible for ensuring that data used for telemarketing or fax marketing is screened against the Telephone Preference Service (TPS) register or the Fax Preference Service (FPS) register, as the case may be;
(ii) ensure that any uses to which the Data is put comply with the codes of practice from time to time of the appropriate supervisory bodies whose current codes are as follows:
The British Code of Advertising, Sales Promotion and Direct Marketing
The Direct Marketing Association Code of Practice.
You shall indemnify DRC and/or its officers and/or agents in respect of any loss or damage whatsoever (including costs) which it or they may suffer or incur directly or indirectly from any failure to comply with the terms of this Agreement by you or by your employees or agents, by Subscription Users (if you have purchased a Team Licence Subscription or by any other party acting through or with you.
10. BREACH AND TERMINATION
Your rights to use Business Search and the Data or any part thereof automatically terminate at the end of the period of use set out in Condition 3(A) and may be terminated at any time by DRC with immediate effect on written notice to you if you or any Subscription User breaches this Agreement. On termination any outstanding payments shall become immediately due and payable. No refunds for unused credits will be given.
11. ENTIRE AGREEMENT
This Agreement sets out the entire complete and exclusive agreement and understanding between you and DRC relating to its subject matter and each of the parties hereby acknowledges and agrees that in entering into this Agreement it has not relied on any representation, conditions or warranties including without limitation any implied representations, conditions or warranties otherwise than as expressly set out in this Agreement.
Any notice or other communication served under this Agreement shall be in writing standard conditions shall be by electronic mail, facsimile or in writing and shall be deemed delivered upon receipt by the party to whom the communication is directed at the address specified below. If to DRC, the email notice shall be addressed to firstname.lastname@example.org and other written notices addressed to:
Sales Support and Operations Manager
Direct Research Company,
25 Templer Avenue, Farnborough Business Park,
Farnborough, Hampshire GU14 6FE.
If to you, the notice shall be addressed to the most up to date contact details provided by you.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts in respect of any dispute which may arise.
Published October 2014, Version 3