The Seed Owner has the right to decline any order or refuse to supply any Seed Service to any Seed Renter in its absolute discretion and without explanation. The acceptance of any order or the supply of any Seed Service to any Seed Renter shall not in any circumstances confer any right for the Seed Renter to be supplied in the future with the same or any other Seed Service on the same or similar terms or at all.
Any Seed Service supplied by the Seed Owner to the Seed Renter shall be used only for the specific purpose of tracking mailing, direct marketing, telemarketing activity or monitoring abuse of the database.
The Seed Renter shall indemnify the Seed Owner against any loss, damage or expense which the Seed Owner may incur as a direct or indirect consequence of the use by the Seed Renter of any Seed or Seed Service or of any breach of these conditions subject to the following conditions: (a) the Seed Owner must promptly notify the Seed Renter in writing of any allegation of such loss, damage or expense; (b) the Seed Owner must make no admission without the consent in writing of the Seed Renter; (c) the Seed Owner must at the request of the Seed Renter permit the Seed Renter or its authorised representative at the Seed Renter’s cost and expense to conduct and/or settle all negotiations and litigation and must give the Seed Renter all reasonable assistance in relation thereto; and (d) the Seed Renters total liability under this Clause shall not exceed £50,000.
The Seed Renter warrants that any use by it of any Seed Service will comply in all respects with the Data Protection Act 1998 and any other applicable Act of Parliament or statutory instrument and with all published codes of practice applicable to the Seed Renter including but not limited to the British Code of Advertising Practice and the Direct Marketing Association Code of Practice provided that no warranty or representation is made in respect of any mailings or other communications sent out by third parties using the Seeds.
The Seed Renter shall not duplicate or reproduce all or part of any Seed save insofar as may be absolutely necessary for use of the Seed Service. The Seed Renter acknowledges that the Seed Service constitutes confidential business information, the property of the Seed Owner. Seeds remain the property of the Seed Owner at all times.
The Seed Renter and the Seed Owner shall not disclose or communicate all or any part of the Seed Service to any person (other than to such of their respective officers or employees whose position makes it necessary to receive such disclosure or for the purposes of tracking mailing or telemarketing activity) and shall take all such steps as are necessary or prudent to ensure that no such disclosure or communication is made by any of its officers or employees. Such copyrights as may subsist in the Seed Service and the Seeds thereof shall at all times remain vested with the Seed Owner.
The Seed Renter undertakes not to contact the Seeds for any purposes save the provision of the Seed Service as listed in the contract and not to contact the Seeds for any reason without the knowledge of the Seed Owner.
The Seed Renter acknowledges and enters all contracts on the basis that while the Seed Owner has used all reasonable endeavours to ensure the security of Seeds to be included in any mailing list, no warranty is given whether express or implied that any of such Seeds will be included in mailings or delivered, and the Seed Owner will not be liable for any damage in transit, shortage of delivery or non-delivery of Seeds at any stage of the Seed Service.
The charge rates applicable to any contract for the Seed Service shall be as specifically agreed by the Seed Owner and the Seed Renter at the time of the acceptance by the Seed Owner of the Seed Renter’s order for such supply.
In the event the Seed Renter wishes to vary any Seeding Services which are subject to a fixed price, DQM shall upon request from the Seed Renter submit a quotation to address the effects of any such variation including where relevant any necessary revision to project milestones. Variations to the Seeding Services shall not be carried out until the parties have agreed the variations in writing.
This contract will run for 6 months from date of signature unless cancelled by the Seed Owner or the Seed Renter.The Seed Owner or the Seed Renter may cancel the contract at any time after the initial 6 months with a minimum one months’ notice in writing. On cancellation of the contract the Seed Renter shall return all Seeds and any duplicates or reproductions made to the Seed Owner. All Seeds received and any part of the Seed Service provided after the cancellation of the contract will be charged for by the Seed Owner at the monthly agreed rates.
Unless a separate arrangement is agreed with the Seed Owner, all sums due under any contract are due within thirty days of invoice date. In all cases of payment, time is of the essence and failure to pay accounts in accordance with these conditions will incur surcharges. If any account is overdue, the Seed Owner reserves the right to withhold the Seed Service until all outstanding payments have been received.
All mail, faxes, e-mails and telephone calls received by the Seed Owner on behalf of the Seed Renter are the property of the Seed Owner and may be used by the Seed Owner for the purposes of providing aggregated marketing information. Mail, faxes and e-mails and telephone logs will be stored by the Seed Owner for a maximum of 2 years and copies will be made available to the Seed Renter on request.
DQM may make reference to a Seed Renter's contract within any proposal to further Clients, provided only fundamental facts are divulged and not proprietary and confidential information.
All intellectual property rights, including copyright, patents and design arising in connection with this Agreement shall belong to and remain vested in DQM and the Seed Renter shall execute any document necessary for this purpose.
Conditions which do not conform to or are in addition to these Conditions will not be binding unless they are in writing and signed by the Seed Owner’s Managing Director and by a duly authorised representative of the Seed Renter.
The insertion of any Seed provided by the Seed Owner into any mailing list or other media provided by the Seed Renter shall be deemed as signifying acceptance by the Seed Renter of these Terms and Conditions or other Conditions as described above.
Each provision, requirement or exclusion contained within these Conditions shall be severable and shall subsist notwithstanding the inapplicability or unenforceability of any other terms contained herein.
The construction, validity and performance of these Conditions shall be governed by English law and each party hereto submits to the jurisdiction of the English courts.