TERMS AND CONDITIONS
In this Sale of Data Agreement:
“Agreement” means this Sale of Data Agreement including these Terms and Conditions;
“Applicable Laws” means all regional, national and international laws, rules, regulations and standards including those imposed by any governmental or regulatory authority and all applicable industry standards and standards determined by any self-regulatory body which apply from time to time. This includes all pertinent laws such as the Data Protection Act 1998 and GDPR;
“Confidential Information” means any information that is directly or indirectly disclosed by one party to the other party other than information: (a) that was in the public domain at the time so disclosed (unless the information so disclosed was a compilation of such publicly available information in a form not previously known); or (b) that passes into the public domain after it has been disclosed without the recipient being in breach of any obligation of confidentiality; or (c) that was already known (or had been independently generated) by the recipient prior to its receipt or disclosure;
“Data” means any data or information (that does not include Personal Data as defined under clause 5.1) provided by the Supplier to the Purchaser whereby the Purchaser receives and agrees to pay for Data under this Agreement. The Data provided shall strictly be firmographic data only and shall consist of the following: company name, company domain, year founded, company linkedin url, industry, company employee size range, employee count, company headquarters, company address, specialities, company description, followers, company logo;
"GDPR" means EU Regulation 2016/679, the General Data Protection Regulation;
“Losses” means all losses, claims, liabilities, costs, charges, expenses and damages of any kind;
“Payments” means the payments the Purchaser makes to the Supplier under this Agreement in respect of Data provided by the Supplier;
“Third Party” means a person who is not a party to this Agreement;
“VAT” means Value Added Tax;
1. PAYMENT DETAILS
1.1. The Purchaser agrees to pay the Supplier for Data as invoiced for by the Supplier.
1.2. The Supplier may invoice the Purchaser for the fee in advance of the provision of Data to the Purchaser. The Purchaser will pay the invoice within thirty (30) working days of receipt of the invoice.
2.1. Any condition, warranty or other term, which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise, is hereby expressly excluded to the extent permitted by law.
2.2. The Purchaser and the Supplier warrant to adhere to the terms and conditions of this Agreement and to use reasonable endeavours to ensure the fulfilment of this Agreement in accordance with all Applicable Laws.
3. DATA PROTECTION
3.1. For the purpose of this clause “Data Processor”, "Data Subject", “Data Controller”, “Process” and “Personal Data” shall have the meaning set out in the GDPR (General Data Protection Regulation 2016/679).
3.2. With respect to the parties' rights and obligations under this Agreement, the Purchaser acknowledges and agrees that the Purchaser is the Data Controller from the point the Supplier provides the Data. The Supplier acknowledges and agrees that it is a Data Controller prior to the provision of Data to the Purchaser.
3.3. Supplier shall process the Personal Data only in accordance with the Purchaser’s requirements and instructions as defined in the “SCOPE”.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. The Purchaser agrees that that all intellectual property rights subsisting or capable of subsisting in Data provided by the Supplier shall belong to the Supplier and shall only be transferred upon Supplier’s receipt in full of the Payments made by the Purchaser.
5. LIMITATION OF LIABILITY AND INDEMNITY
5.1. Notwithstanding any provision of this Agreement, including this clause 5, neither party excludes or limits its liability for death or personal injury caused by its negligence or that of any of its officers, employees or agents for: (a) fraudulent misrepresentation; b) misuse of confidential information; (c) infringement of Supplier’s Intellectual property Rights in the Data; or (d) any liability which it is not lawful to exclude either now or in the future;
5.2. Other than as expressly provided herein:(a) Neither Party shall be liable to the other, whether in contract, tort (including negligence) statutory duty or otherwise, for any loss, damage, cost or expense of any nature whatsoever arising out of inappropriate, negligent, unlawful or unauthorised use of Data by either Party or any third party, consisting of direct losses to the extent that (and only to the extent that) such losses consist of loss of profits or revenue, loss of anticipated savings or loss of business or of data; and indirect, consequential or special damage including but not limited to loss of profits or revenue, loss of anticipated savings or loss of business or of data; and (b) Both Parties’ aggregate liability arising under or as a result of any breach or series of breaches of this Agreement (whether or not related) shall not in any circumstances exceed the Payments paid or payable by the Purchaser for the Services except as otherwise expressly stated in this Agreement.
6. CONFIDENTIAL INFORMATION
6.1. Each party (the “receiving party”) shall keep confidential the Confidential Information of the other party (the “disclosing party”) and shall use it only for purposes consistent with this Agreement. The receiving party may disclose Confidential Information on a need-to-know basis to such party’s employees who agree to maintain the confidentiality of the disclosing party’s Confidential Information with the same degree of care as applies to the receiving party’s own Confidential Information. The obligations set out in this clause shall survive termination of this Agreement.
7.1. No waiver by either party of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision of this Agreement. If either party (a) fails to exercise; or (b) delays in exercising; or (c) partially exercises a right or remedy under this Agreement, this shall not constitute a waiver by that party of the whole or part of that right or remedy or any other right or remedy provided by this Agreement or by law.
8.1. All notices served under this Agreement shall be in writing including email.
9.1. Without affecting any other right or remedy available to it, this Agreement may be terminated by either party on giving written notice to the other if:
9.1.1. The other party commits a material breach of the Agreement and (in the case of a breach capable of remedy) fails to remedy such breach within 30 days of written notice requesting the breach to be remedied; or
9.1.2. the other party is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of reconstruction or amalgamation of the company), or commences negotiations with its creditors with a view to rescheduling any of its debts or entering into any compromise or arrangement with its creditors (other than for the purpose of a scheme for a solvent amalgamation or solvent reconstruction), or has a receiver or manager or an administrator appointed of its assets or ceases for any reason to carry on business.
9.2. In the event that the termination is caused by a breach by the Supplier or by the Supplier invoking clause 9.1.2, the Supplier agrees to issue a pro rata credit note and refund of any Payments made by the Purchaser.
10. ENTIRE AGREEMENT AND UNDERSTANDING
10.1. This Agreement constitutes the entire agreement and understanding of the parties, and any and all other previous agreements, arrangements and understandings (whether written or oral) between the parties with regard to the specific subject matter of this Agreement are hereby excluded. No amendment or modification of any provision of this Agreement will be binding unless it is in writing and signed by authorised representatives of each of the parties.
11. GOVERNING LAW
11.1. This Agreement shall be subject to and construed and interpreted in accordance with English law and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.