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Standard Terms and Conditions
1. These Terms apply to every Contract for the supply of Services made by Direct 2 Communications Ltd, trading as Direct 2 Communications or its successors in title ('the Company') with any other party ('the Client').
2. If the Client has not previously accepted these terms, the giving of instructions by the Client to the Company to carry out services for the Client shall be deemed to be an acceptance by the Client of these Terms.
3. If there is any conflict between these Terms and the Client's terms or conditions, these Terms shall replace or prevail over the Client's terms or conditions.
4. English law shall apply to the Contract and these Terms shall be construed and enforced in accordance with English law.
5. The services to be performed by the Company for the Client are:-
the particular Services specified in writing by the Company; or if none
the Services comprised in one on the Company's standard packages of Services named by the Company (full written details of which are available on request); or if none
the Services actually performed by the Company.
6. Although it is our usual practice to give notice, the Company shall be entitled to subcontract any of the Services without prior notice to the Client or the Client's consent.
7. Time for performance of any Services by the company shall not be of the essence of the Contract unless agreed in writing.
8. As a professional Direct Marketing company, we have an obligation to uphold at all times in letter and in spirit the British Code of Advertising Practice. The Company's acceptance of work from the Client is based on the understanding that the Client too undertakes to work within the normally accepted codes of conduct for the advertising industry. In particular, the British Code of Advertising Practice.
9. It is the responsibility of the Client to arrange for appropriate and adequate packing of the Client's materials to be handled or stored by the Company.
10. It is the responsibility of the Client to arrange for appropriate Insurance cover for the Client's materials to be handled or stored by the Company, including goods in transit and storage.
11. If the Client has so requested, the Company shall supply certificates of posting and amounts spent on postage.
12. It is the responsibility of the Client to arrange and pay the premiums for insurance against any loss or damage the Client might suffer in the course of or in connection with the performance of the Services by the Company (including insurance of Client's materials in storage on the Company's premises), unless the Company has first agreed in writing to arrange insurance for them.
13. The Company's liability for any loss or damage the Client might suffer in the case of or in connection with the performance of the Services by the Company is excluded or limited to the extent set out in the clause below.
14. The Client must pay postage charges in advance (allowing 5 working days for clearance of a cheque).
15. Unless otherwise agreed in writing, all invoices (excluding those for Postage fees) must be settled within 30 days of the invoice date.
16. The Clients shall pay interest on overdue invoices, at a rate of 3 per cent above the Bank of England base rate in force from time to time.
17. The Company shall be entitled to charge the amount of any Taxes (including Value Added Tax), duties or charges, whether or not included in the quotation.
18. Credit is granted only upon the terms of the Company's written Credit Policy (available on request) or as agreed in writing in advance.
19. In the case of our Shared mailing products, the Company reserves the right to charge the full rate for space booked, should a Client fail to meet an agreed delivery deadline or cancel a booking with less than 10 working days notice of an agreed mailing date.
20. The Client shall not be entitled to make any set-off or deduction in respect of allegedly defective performance of the Services supplied by the Company or in respect of any other transaction or for any other cause.
21. If the Client disputes in good faith that any sum invoiced are due, the Client shall nevertheless pay all sums he does not dispute in good faith.
22. Rates shown in quotation are based on a uniform run of the quantity shown. Any variation in quantity, weight and packaging of items may give rise to a variation in the rates.
23. All quotations exclude VAT and are valid for 30 days.
24. Unless otherwise agreed in writing, the company shall retain copyright in (including intellectual copyright) and ownership of the contents, artwork and layout of all documents containing or derived from the Company's lists of names and addresses, including but not limited to address labels.
25. When the Company's lists or components of databases (or lists or components of databases supplied by the Company's agents) are supplied for external use by the Client, the data will be supplied for single or multiple use. The Terms of Usage will be agreed in writing.
26. The data supplied is seeded to detect unauthorised usage.
27. The data supplied is for the sole use of the Client and on no account must be re-sold, leased or loaned to any other organisation, or used to advertise, promote or solicit enquires for products or services provided by another organisation, without the written consent of the Company.
28. A draft of the Company's Confidentiality Agreement is available on request.
After entering into such an agreement with a Client, the Company will treat all communications as being strictly private and confidential and shall take all precautions to maintain its status as such.
29. Save as required by law, we will at all times keep strictly confidential:-
the fact we work with the Client
the content and nature of all data held on behalf of the Client.
the existence of this Confidentiality Agreement and the terms and conditions contained in it.
The Company shall perform the Services with reasonable skill, care and diligence, but:-
30. under no circumstances shall the Company be liable for any consequential loss of damage;
31. the Client takes the risk of and the Company shall not be liable for any inaccuracy or omission in any list of names and addresses, posting certificate or stock list supplied by the Company;
32. the Company's liability arising out of or in connection with the performance of any particular services shall not in any event exceed the Company's charges for performing those services;
33. the Company shall have no liability for any loss or damage caused by hostilities, blockade, act of terrorism, strike, lockout, labour disturbance, working conditions, explosion, fire, flood, damp, vermin, epidemic, stress of weather, breakdown or accident to machinery or vehicles, stoppage of or interference with transport facilities, policies or restrictions of governmental authorities or any other cause beyond the control of the Company.
34. The Company shall not be obliged to deal with or reply to, either on behalf of the Client of the Company, any complaints received from third parties, unless the company have agreed to undertake such obligations and agreed a price for doing so.
35. The Client shall indemnify the Company in respect of any loss or damage or legal or other expenses suffered by the Company or a third party to whom the Company is liable if caused by any defect or vice in the Client's materials handled or stored by the Company in the packaging of those materials.
36. If the Client enters into liquidation whether compulsory or voluntary (other than a voluntary liquidation for the purpose of amalgamation or reconstruction) or has a receiver or manager appointed of any of its assets an individual commits an act of bankruptcy or has a receiving order made against him or if the Client makes any arrangement with its creditors of if distress or execution is levied or threatened upon any of the Client's property or any judgement against the Client remains unsatisfied for more than 14 days the Company shall be entitled to give notice in writing to the Client terminating the Contract forthwith but shall be entitled to payment of the price for any Services already rendered and any interest payable.
37. No indulgence shown by the Company shall prevent the Company subsequently insisting upon its rights and remedies under the Contract.
38. The Company represents, warrants and undertakes to the Client that it shall process any personal data (as defined in the Data Protection Act 1998) solely for the purposes of this contract and for no other purpose, and that it has in place appropriate technical and organisational measures against accidental or unlawful destruction or loss of alteration to, unauthorised disclosure of or unauthorised access to any personal data. We shall ensure that each of its employees, agents and subcontractors are made aware of its' obligations with regard to the security and protection of personal data and shall require that they enter into binding obligations reflecting the provisions of this clause.
Unless otherwise agreed in writing, the company shall retain copyright in (including intellectual copyright) and ownership of the contents, artwork and layout of all documents containing or derived from the Company's lists of names and addresses, including but not limited to address labels.
When the Company's data, components of databases or data elements (or lists, components of databases or data elements supplied by the Company's agents) are supplied for external use by a Client, the data will be supplied for single use/rental or multiple use/purchase. Terms of Usage will be agreed in writing.
The data supplied is for the sole use of the Client and on no account must be re-sold, leased or loaned to any other organisation, or used to advertise, promote or solicit enquires for products or services provided by another organisation, without the written consent of the Company. The data supplied is seeded to detect unauthorised usage.
Single Use/Rental: Single Use/Rental agreements afford you no rights to the data you have purchased. Single Use means that you can use the list once only and you can not keep, make copies of or reuse the original data.
Multiple Use/Purchase: A Multiple Use/Purchase agreement affords greater flexibility. Multiple Use means that the client can use the list many times, for a period specified at the time of purchase (usually a maximum of one year) or multiple use for an agreed number of uses. For inclusion into a clients in-house database, data must be bought on a Multiple Use/Purchase basis.
Sample Confidentiality Agreement
In consideration of your disclosing to us any information concerning YOUR ORGAISATION, its database, the names and addresses of its Clients and/or its business ("the information"), we hereby agree and undertake that:
1. We will treat the Information as being strictly private and confidential and shall take all precautions to maintain its status as such.
2. Save as required by law, we shall ensure that none of the Information is disclosed or becomes known to or by any person other than the following:
those of our directors, officers, employees, advisers or representatives who you have expressly approved in writing in advance for this purpose.
those of your directors, officers, employees, advisers or representatives who you have expressly authorised in writing in advance. Until otherwise notified, such persons include CONTACT NAMES TO BE ADVISED.
we shall ensure that any person(s) to whom any of the Information is disclosed is aware of and acts and omits to act in accordance with this Confidentiality Agreement and if so required by you, signs a confidentiality agreement with you in the same terms as this Agreement.
3. We shall ensure that no part of the Information is copied, reproduced and/or distributed except for the purpose of supplying it to persons to whom disclosure is permitted by this Agreement unless we have first obtained your written consent.
4. On written demand from you, we will ensure that the Information together with any and/or copies will immediately be returned to you and all and any notes or other material of whatever nature relating to the Information howsoever stored or kept (including any stored or kept electronically, on computer disc or elsewhere) prepared by ourselves or on behalf of or by our advisers or representatives or on their behalf will immediately be destroyed or deleted as applicable.
5. Save as required by law, we will at all times keep strictly confidential:
the fact we work with YOUR ORGAISATION.
the content and nature of all data held on behalf of YOUR ORGAISATION.
the existence of this Confidentiality Agreement and the terms and conditions contained in it.
6. This document constitutes our acknowledgement and agreement that:
7. In the case of data supplied by the client, the information belongs to YOUR ORGAISATION.
nothing in this Confidentiality Agreement commits or shall commit YOUR ORGAISATION to entering into any further agreement(s) with us.
in the event of our breaching this Agreement, we shall be liable to indemnify YOUR ORGAISATION for and in respect of all claims, expenses, costs, losses and damages suffered or incurred by YOUR ORGAISATION as a result. We acknowledge that damages will not normally be an adequate remedy for a breach of this Agreement and as a result we hereby unconditionally agree to waive any rights we may have to oppose the granting of equitable or injunctive relief sought by YOUR ORGAISATION in relation to any breach or suspected breach of this Agreement and the undertakings contained in it.
This Agreement is governed by and shall be construed in accordance with English Law.
It is important that clients have a clear and full understanding of the services we are to render, pricing agreed for a specific project or campaign, our terms and conditions of trading, and levels of services and performance clients can expect.
The company has a number of standard contracts covering specific areas of our service, including:
- General SLA (Service Level Agreement)
- Data Services Contract and Data User Licence
- Mailing House Services Contract
- Agency Services Contract
- Third Party Supplier Contract
Clients may be asked to review and authorise contracts before work is started.