MarketingFile > Terms and Conditions

When you make a purchase from us, you are actually buying a licence to use the data for a number of campaigns or for a period of time.

Our terms and conditions of sale are quite lengthy but set out your rights to the data you are licensing and how it can be used by you.

They also set out what happens if you are unhappy with your purchase for any reason.

In some circumstances, a list owner may have their own additional terms, which will be included in section 4.3, and their own 'goneaway rates' which will be shown in section 5.10.

Our standard terms are shown on the right, and we will ask you to agree to them before you can make a purchase from us.

BY PURCHASING DATA FROM MARKETINGFILE.COM YOU ACKNOWLEDGE AND ACCEPT THE TERMS OF THE FOLLOWING AGREEMENT, DATED 04 FEBRUARY 2012.

LICENCE AGREEMENT

DEFINITIONS
"Agent"	A mailing house, fulfilment house, computer bureau or other agent working on your behalf.
"Broadcast"	The sending of an e-mail message to a recipient or recipients whose e-mail address is contained in the Email Data.
"Client"	Where You are an approved MarketingFile.com reseller and You are acting on behalf of a third party in Your use of the Site and / or Your purchase of Data, that third party. If the third party is an individual person and if he/she is an employee and is using You in the performance of his/her job, also his/her employing organisation.
"Code"	All or any part of the pages, scripts, controls and wizards which make up the Site.
"Data"	Name and address information or telephone numbers or fax numbers or Email Data or other items selected by You from the Site, purchased by You and subsequently downloaded (whether directly or by e-mail) by You or in the case of Email Data downloaded by You or Broadcast to by MF on Your behalf. A small number of 'seed' or 'sleeper' entries may be included by MF to allow MF to monitor Your compliance with this Agreement.
"Email Data"	E-mail addresses selected by You from the Site, purchased by You and subsequently downloaded (whether directly or by e-mail) by You or Broadcast to by MF on Your behalf. A small number of 'seed' or 'sleeper' entries may be included by MF to allow MF to monitor Your compliance with this Agreement.
"Goneaway"	In the case of a name and address, an address to which an item mailed cannot be delivered by virtue of the intended recipient never having been, or no longer being at the address, or where the address is incomplete. In the case of a phone or fax number, one which cannot be reached by virtue of being a dead line or a wrong number or where the intended recipient is no longer the subscriber or where the number is the wrong type (e.g. a fax number is given as a phone number).
"List Owner"	The owner or licensor of the Data.
"MF"	MarketingFile Ltd, Lyon Court, Walsworth Road, HITCHIN, SG4 9SX, UK, owners of the Site.
"Site"	This website, MarketingFile.com.
"Subscriber"	In the case of a company or other organisation, the company or organisation whose name appears on the bill from the telecommunications service provider and not any individual employee of the company or organisation. In the case of a household, the person whose name appears on the bill from the telecommunications service provider.
"You", "Your"	You, the individual person using the Site, and if You are an employee and are using the Site to perform Your job, also Your employing organisation.
Section Headings are for convenience only, and do not form part of this Agreement.

1.	GENERAL TERMS
1.1	You agree that Your failure to comply with any term or condition of this Agreement will result in the termination of Your licence to use the Data and that You will be subject to all applicable legal remedies and/or prosecution.
1.2	You agree to accept responsibility for Your actions while using the Site, including the selection of Data, the purchase, download, manipulation, printing and use of the Data and all results from such use.
1.3	You warrant that You will exercise all reasonable precautions to prevent others under Your control from violating any term of this Agreement.
1.4	You may not assign, transfer or sub-license Your rights and obligations under this Agreement to any other party.
1.5	You warrant that You will comply with the Data Protection Act 1998 and any subsequent amendments or legislation that implements the EU Directive 95/46/EC (and the Privacy and Electronic Communications Regulations 2003 and any related regulations) and any guidance issued by the Information Commissioner relating thereto including but not limited to complying with Your obligations in respect of any personal data which You may supply to or receive from the other party. In particular (but without limitation) You warrant to MF and List Owner that you shall at all times (i) maintain the confidentiality and integrity of any personal data received from or on behalf of MF or List Owner; (ii) 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 all appropriate Data Protection legislation; and (iii) not transfer any personal data received from or on behalf of MF or List Owner outside the European Economic Area or other designated Safe Harbour. You shall ensure that any uses to which the Data is put comply with the Codes of Practice of the appropriate advisory bodies including without limitation the Direct Marketing Association. You shall be responsible for obtaining and applying to the Data any necessary suppression files including, where appropriate, the Mail Preference Service, the Telephone Preference Service and / or the Email Preference Service suppression files.
1.6	The List Owner shall be entitled to enforce any term of this Agreement either directly as principal or as a third party (as applicable). Other than the List Owner, this Agreement does 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 and no person who is not a party to this Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it.

2.	YOUR RIGHTS TO THE DATA
2.1	Your rights to the Data are strictly and specifically governed by the terms of this Agreement. The permitted frequency and duration of Your use of the Data is stated in section 4. below.
2.2	The Data comprises proprietary information intellectual property rights in which are owned by the List Owner or others. You acknowledge and agree that the Data is proprietary to List Owner and comprises (a) works of original authorship (b) confidential and trade secret information and (c) information that has been created, developed and maintained by List Owner at great expense of time and money, such that misappropriation or unauthorised use by others for commercial gain would unfairly harm List Owner. You agree that You will not commit or permit any act or omission by Your agents, employees, or any third party that would impair List Owners copyright, database rights or other proprietary and intellectual rights in the Data.
2.3	You may not use, copy, modify or transfer the Data or any copy, modification or merged portion, in whole or in part, except as expressly provided for in this Agreement.
2.4	Upon purchase the Data is licensed non-exclusively for Your use only. If You are a company, use by or on behalf of any holding company, sister company or subsidiary company is specifically excluded.
2.5	You may not resell or transfer or disclose or permit the use of the Data to or by any 3rd party, except to your Agent or where You are an approved MarketingFile.com reseller to Your Client. Where You are an approved MarketingFile.com reseller and Your purchase of Data is for and on behalf of a Client, the Data may be held by You solely on behalf of that sole Client only and You may not use the Data on behalf of any other Clients or third parties. You undertake to use all reasonable endeavours to ensure that Your Agent or Client complies with the terms of this Agreement as if it were a party hereto and You hereby indemnify the List Owner against any loss or claim (i) arising from this Agreement as a result of any act or omission on the part of Your Agent or Client; and (ii) arising from any failure by You, Your Agent or Client to comply with the terms of this Agreement and in particular the restrictions set out in section 4.
2.6	You agree not to use the Data in any way other than for mailing, phoning or faxing or e-mailing (to the extent permitted under section 4) for marketing and promotional purposes relating to Your business or that of Your Client.
2.7	You may make a single copy of the Data in machine readable or printed form for backup purposes and in support of Your own use of the Data or that of your Client.
2.8	You agree to indemnify MF and the List Owner in respect of any claim arising from use of the Data made by You or Your Agent or Client and/or arising from the material dispatched using the Data by You or Your Agent or Client, including but not limited to defamation, obscenity or infringement of others' rights.
2.9	You agree to indemnify MF and the List Owner in respect of all costs, claims, demands or expenses incurred or suffered by them as a result of any unauthorised copying, re-use, re-sale, disclosure or any other unauthorised use of the Data while in Your possession or the possession of Your Agent or Client.
2.10	In the event that payment made by You for the Data by cheque or credit card or otherwise is subsequently reversed by You or by Your bank or by Your card issuer or otherwise, all and any rights You and/or Your Agent and/or Your Client may have in the Data shall immediately cease. Payment for the full amount remains due to MF and MF reserves the right to use all and any applicable legal remedies to recover payment from you as well as any additional costs incurred by MF in so doing.
2.11	In the event that You purchase Data against account facilities provided by MF and the invoice for the purchase of this Data issued to You by MF remains unsettled more than 30 days past its due date, all and any rights You and/or Your Agent and/or Your Client may have in the Data shall immediately cease. Payment for the full amount remains due to MF and MF reserves the right to use all and any applicable legal remedies to recover payment from you as well as any additional costs incurred by MF in so doing.
2.12	You understand that MF and List Owner reserve the right, subject to reasonable prior notice, to audit for compliance with the terms of this Agreement. Such right of audit shall include (without limitation) the right to audit any relevant database or computer files maintained by You and Your Agent and Your Client to ensure that the use of the Data by You and Your Agent and Your Client complies with the provisions of this Agreement. You and Your Agent and Your Client shall allow access during normal working hours and to all relevant records to allow for such audit to be completed.
2.13	Where the Data is used in contravention of the provisions of this agreement You shall pay to MF a sum equivalent to the value of the charges on each occasion that the Data is so used and You expressly agree and acknowledge that the provisions of this clause 2.13 shall operate by way of liquidated damages and are a genuine pre-estimate of MF's loss in such circumstances.
2.14	Upon expiry or termination of the licence period permitted by this agreement, You and Your Agent and Your Client shall immediately delete or destroy all originals and copies of the Data save for those individuals and/or businesses which become Your bona-fide customers in accordance with the provisions of Section 4 of this agreement.

3.	EXCLUSION OF LIABILITY
3.1	To the extent permitted by law, MF and the List Owner do not make and hereby disclaim any warranty, express or implied. MF and the List Owner do not guarantee or warrant the correctness, completeness, currentness, or satisfactory quality and fitness for a particular purpose of the Data.
3.2	Neither MF nor the List Owner will be liable in any event, including liability for negligence (except for personal injury or death), to You or others for any loss or damages, lost revenue or profits, or any indirect or consequential loss or damages resulting from problems caused by the interaction of the Code or Data with Your computer, operating system, other software or data, or from Your use of or inability to use the Code or Data.
3.3	In the event of any claim upheld against MF or the List Owner, MF or the List Owner will not be liable to You or others in excess of the purchase price of the Data.

4.	LIST OWNER'S SPECIFIC LICENCE TERMS
4.1	If any conflict arises between any other term of this Agreement and the List Owner's specific licence terms in this section 4, the List Owner's specific licence terms shall prevail.
4.2	No list has been selected
4.3	No list has been selected

5.	DATA QUALITY, COMPLETENESS AND REFUNDS
5.1	You accept that the Data may contain a number of goneaways and that unless the level of goneaways exceeds the relevant percentage of the Data (see 5.10) You accept that no replacement Data or refund shall be due in respect of these goneaways. If the level of goneaways exceeds the relevant percentage or if any other fault arises in the Data, MF and / or List Owner shall have the right to remedy such fault where possible by re-supplying all or the relevant percentage of the Data. In the event that You do not advise MF or List Owner of any defect in the Data within ninety (90) days from the date of receipt thereof in the case of goneaways or thirty (30) days from the date of receipt thereof in all other cases, You shall be deemed to have accepted the Data.
5.2	Where Data contains name elements (such as salutation, forename, initials, surname) You accept that not all elements will necessarily be present for each record and that no replacement Data or refund will be given for incompleteness of the Data in this instance. You also accept in the case of business data that a named contact may comprise an individual name or job title or both and that job holders are subject to frequent change and that no replacement Data or refund will be given for incorrect or missing contact names or job titles.
5.3	Deduplication is provided by MF on a 'best efforts' basis only. Deduplication is an inexact science as the same company/address may be expressed or spelt differently in different databases. We use "fuzzy matching" to assign a unique Royal Mail Address Key to each household address and each company/address combination so that where possible such addresses are considered as the same and the duplicate removed. However a small number of such "not-quite-duplicates" may slip through - this is unavoidable and You accept that no replacement Data or refund will given in this case. In a limited number of circumstances (e.g. a postcode changes or a building changes to multi-occupancy) the Royal Mail Address Key may change over time, in which case we are unable to recognise such addresses as being the same and are unable to remove the duplicate - this is unavoidable and You accept that no replacement Data or refund will be given in this case.
5.4	E-mail addresses are prone to frequent change, as well as being unreachable for a number of technical and other reasons (such as, but not limited to, account disabled, mailbox full, limit on message size, anti-spam policy, firewall). A much higher percentage of undeliverable e-mail is to be expected than for mail, phone or fax. Where hard bounces exceed 20% of the data, replacement data or a refund will be provided in accordance with 5.1 above for hard bounces above the 20% level only. You accept that no replacement Data or refund will be given for undeliverable e-mail addresses in the Data for any other reason for non-delivery, or for hard bounces below the 20% level. A hard bounce is defined as one where either the email recipient or the email domain does not exist, and in addition a 5.x.x error is returned by the sending or receiving email server. You will be asked to provide a broadcast report or other evidence of the hard bounce rate before any claim for replacement data or refund will be considered by MF.
5.5	Replacement Data or a refund will be given for the proportion of the purchase price represented by mail, phone and/or fax goneaways subject to You following the procedure indicated in 5.11, provided You have mailed/phoned/faxed a reasonable number of records (see 5.6) and the goneaways fall within the relevant definition (see 5.7 - 5.9) and the level of goneaways exceeds the relevant percentage of the Data (see 5.10) and if you have purchased the Data against account facilities provided by MF you have settled the invoice relating to the Data within the agreed account settlement period.
5.6	Before You can make a claim for replacement Data or a refund for goneaways, You must mail or phone or fax (as the case may be) a minimum of 250 records or 20% of the total number of records in the Data whichever is the greater. In the event that there are less than 250 records in the Data, You must mail or phone or fax (as the case may be) all the records in the Data.
5.7	A mailable address is a goneaway if i) You mail an item to it and ii) the item is returned to You bearing a red Royal Mail 'We were unable to deliver this item because...' sticker marked as 'addressee has gone away' or 'addressee unknown' or 'address incomplete' and iii) MF are unable to subsequently verify the address. A mailable address is not a goneaway for any other reason (such as marked 'refused', 'do not mail me again', 'not interested' etc.).
5.8	A telephone number is a goneaway if i) You call it and ii) it is a dead line or it is a wrong number or it is a fax number (and not shared by a phone) or the Subscriber is no longer at the number. A telephone number is not a goneaway for any other reason (such as no answer or number engaged, an answering machine or voicemail, Subscriber not interested or refuses to talk etc.).
5.9	A fax number is a goneaway if i) You send a fax to it and ii) it is a dead line or it is a wrong number or it is a phone number (and not shared by a fax machine) or the Subscriber is no longer at the number. A fax number is not a goneaway for any other reason (such as no answer or number engaged, an answering machine, incompatible fax machine etc.).
5.10	For this Data, the percentages of records which must qualify as goneaways before replacement Data or refund for goneaways will be given are:
	Addresses: 6%
	Fax Numbers: 10%
	Good2Call landline telephone Numbers: 5%
	Other telephone Numbers: 10%
5.11	Claims for replacement Data or refund for goneaways must be made with supporting documentation (e.g. returned envelopes, call records, fax logs) within 90 days of date of purchase. Replacement Data or refund will not be given where supporting documentation is not provided. Supporting documentation should be sent to Customer Support, MarketingFile.com, Lyon Court, Walsworth Road, HITCHIN, SG4 9SX, UK. Only one claim may be made for each purchase. A separate claim must be made for each purchase. For further assistance, You should contact the MarketingFile.com Customer Support team on 0845 345 7755 (+44 (0)1462 437555).
5.12	If You think You are due replacement Data or refund for any reason which is not related to goneaways, You should contact the MarketingFile.com Customer Support team on 0845 345 7755 (+44 (0)1462 437555). Please note that any credit card handling fees or small order handling fees will not be refunded unless the reason for the refund is due to error on our part. In the event that You are provided a Destroyed Data Declaration by MF, no refund will be given until this has been signed by You and returned to MF.
5.13	Until and unless a refund has been agreed by MF, payment for the full amount remains due to MF and MF reserves the right to use all and any applicable legal remedies to recover payment from you as well as any additional costs incurred by MF in so doing.

6.	JURISDICTION

6.1	This Agreement is governed by English Law and You agree to submit to the exclusive jurisdiction of the English Courts in respect of any dispute arising.
6.2	All notices shall be given in writing to persons at the locations specified in this Agreement or such other address as either party may designate by notice to the other. Notice sent by post shall be deemed to be delivered seventy-two (72) hours after posting.
6.3	This Agreement contains the entire understanding between the parties hereto and supersedes all previous agreements between the parties. No other terms or conditions (including any written, given verbally or attached to any purchase order form, document or correspondence) shall be included or implied unless agreed upon in writing signed by an authorised officer or representative of each of the parties to this Agreement providing that nothing in this clause shall be deemed to exclude either party's liability for fraudulent misrepresentation.

END OF LICENCE AGREEMENT