New Connections Standard Conditions
1. DEFINITIONS
"Advertiser": means any person, firm or company who has advertised in a printed Thomson Directory within twelve calendar months before either the date of this Agreement or, if renewed, the date of the last renewal, and who has at such date paid in full all agreed amounts owed to Thomson;
"Agreement: means the agreement between Thomson and the Subscriber comprising the Order and these Standard Conditions;
"Information": means all or any part of the monthly updated information on new or moved businesses within the geographical areas selected on the Order (and from time to time thereafter) by the Subscriber, to be made available to the Subscriber in batches during the term of this Agreement (which shall, unless renewed, be one year from the date of the Agreement);
"Order": means the order form as completed by the Subscriber;
"Subscriber": means the person, firm or company named on the Order who is offering to subscribe for information;
"Thomson": means Thomson Directories Ltd;
"Trade Mark": means the name or style "New Connections" together with all logos, get-up and artwork relating thereto, under which the information is now or in the future made available.
2. THOMSON'S PROPRIETARY RIGHTS
The Subscriber acknowledges that Thomson is the proprietor of and beneficially entitled to the copyright and other rights of a like nature throughout the world in the Information and in the Trade Mark, and other than pursuant to this Agreement, it shall not acquire or be deemed to acquire under this Agreement any rights in relation to the information or Trade Mark.
3. LICENCE TO SUBSCRIBER AND SUBSCRIBER'S OBLIGATIONS
3.1 In consideration of the Subscriber paying to Thomson the price stated on the Order, Thomson
a) shall within 45 days of the date of the Agreement deliver to the Subscriber one completed copy of the Information in the format agreed:
b) grants to the Subscriber a non-exclusive license:
(i) to use the Information for the purpose of marketing its business to the new or moved businesses contained therein;
(ii) to use each Information instalment for a period of no more than 12 months from the date of delivery of individual batches;
(iii) to reproduce the Information solely for internal purposes, which shall mean purposes which are reasonably necessary for the Subscriber, acting in good faith, to make use of the Information for the purpose set out in 3.1
(b) (i) including (where applicable) making a temporary reproduction of the information where it is supplied in electronic form whilst loading, displaying, running, transmitting or storing a computer program, copying the information onto address labels whether manually or by machine, making photocopies of the information where in art form, for back-up purposes and subject to Clause 3.1 (b) (ii) and Clause 3.2 adding the information to its own database.
3.2 For the avoidance of doubt, nothing in this Agreement shall entitle the Subscriber to assign, sub-license, sub-contract, transfer or part with any or all of its rights, duties or obligations under this Agreement. The Subscriber is prohibited from commercially marketing or sub-licensing the information either separately or as part of any database or compilation (in whatever format including internet).
4. GEOGRAPHICAL AREAS
4.1 Thomson reserve the right in its sole discretion to vary the geographical area selected by the Subscriber. In the event that any geographical area is discontinued or is substantially altered, the Subscriber may:
a) elect to continue with the altered area (if applicable)
b) elect to choose a replacement area;
or
c) receive a pro-rata refund of fees paid to Thomson under this Agreement in respect of that area. Such pro rata refund shall be calculated by reference to the instalments paid by the Subscriber but in all cases the application of this Agreement to the remaining geographical areas shall be unaffected.
5. LIABILITY OF THOMSON
5.1 Whilst Thomson endeavours to ensure that all Information provided hereunder is accurate, neither Thomson nor its agents or employees can subject to Clause 5.2, accept liability for any loss or damage resulting from omissions or inaccuracies relating to Information regardless of how caused.
5.2 Thomson's liability to the Subscriber for death or injury resulting from its own negligence or that or that of its employee's agents or sub-contractors shall not be limited.
5.3 Save as expressly provided above, Thomson hereby excludes liability to the Subscriber in respect of any breach of its obligations hereunder or any representation, tortuous act or omission including negligence, and whether for loss of profits, revenue or goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Subscriber as a result of an action brought by the third party) arising under or in connection with this Agreement.
5.4 Where the purchaser accepts delivery of the information via e-mail, such delivery will be at the purchaser's own risk. Thomson does not warrant that the data or file delivered are free from errors, viruses, worms or other destructive features and will not be liable for any loss or damage suffered as a result of them. Thomson will assume receipt of emailed information by the subscriber, unless informed to the contrary in writing.
5.5 The parties hereby agree that taking into account all the circumstances including inter alia, the fees payable by the Subscriber hereunder and the ability of each party to insure itself, the limitations contained herein are reasonable.
6. DATA PROTECTION ACT 1998
The Subscriber agrees to comply with the provisions of the Data Protection Act 1998 as amended from time to time and all other similar legislation as may be applicable to it or its business.
7. PAYMENT
7.1 The Subscriber shall pay to Thomson the amounts as specified in the Order Form within thirty days of the dates agreed. We can charge you any reasonable administration costs for recovering the amounts you owe. This may involve registering non-payment details to credit reference agencies.
7.2 The payment shall be made in sterling.
7.3 Time of payment of the price shall be of the essence of this Agreement and Thomson may charge interest at the rate of two percent per month on any overdue payments of the price by the Subscriber from the date payment became due until actual payment is made.
8. CANCELLATION
8.1 The Subscriber is entitled to cancel the Order within 30 days from the date of this Agreement (as it appears on the Order Form) or 10 days after the Subscriber receives the data (whichever is sooner). In this event, a cancellation request form must be completed by the Subscriber and returned to Thomson. Cancellation request forms are available on request from Thomson and contain a series of questions to validate cancellation. The Subscriber will allow 7 days following the receipt by Thomson of a correctly completed cancellation request form for verification. The value of the cancelled Order will be refunded after the deduction of the cost of any data already received and a £100 charge to cover Thomson's reasonable set up costs.
9. MISCELLANEOUS
9.1 The Subscriber agrees that the signature of the Order by or on behalf of it constitutes an offer by the Subscriber to contract with Thomson upon the terms of the Order and these Standard Conditions and that the Agreement arises upon acceptance of such offer by Thomson.
9.2 The Subscriber and Thomson confirm that this Agreement sets out the entire agreement and understanding between the parties in relation to the supply of information to the Subscriber and superseds all previous agreements, arrangements and understandings between them with regard to any such transactions, and the Subscriber agrees that it is not entering into this Agreement in reliance upon any representations or warranties not expressly set out in this Agreement. Only a director of Thomson has the authority to agree to any variation or addition to these Standard Conditions.
9.3 Thomson reserve the right in its sole discretion to amend the information data fields and formats.
9.4 The subscription price quoted is for receipt of the Information via one delivery format per month. Each additional delivery format or delivery request per order is subject to an administration fee of £50.
9.5 This Agreement shall be governed by and construed in all respects in accordance with English Law.
