Terms and Conditions

Table of Contents

 

GBN Connect Terms and Conditions of Use

1. Definitions

2. Services

3. The Service Offerings

4. Exceptions

5. Customer's Obligations

6 Price and payment

7. Support

8. Warranty

9. Liability

10. Force Majeure

11. Intellectual Property Rights

12. Confidentiality

13. Termination

14. Entire Agreement

15. Assignment

16. Notices

17. Severance

18. Third Parties

19. Law and Jurisdiction

 

GBN Connect Terms and Conditions of Use

 

1. Definitions

 

“Agreement” means a contract for the supply by One Stop Data Ltd to the Customer of the Services incorporating these terms and conditions and the terms of any Service Offerings selected by the Customer.

 

“Campaign” means the campaign more fully described in the Service Agreement

 

“Customer” means the legal entity accepting One Stop Data Ltd's written or oral quotation for the supply of Services or whose order for Services is accepted by One Stop Data Ltd or the party otherwise commissioning the Services in each case as named in the Service Agreement.

 

“Customer Content” means the material that the Customer supplies to and authorises One Stop Data Ltd to transmit to the Customer's Recipients or which the Customer transmits directly to the Recipients.

 

“Contract Period” means the minimum period as described in the Service Agreement or Contract document.

 

“One Stop Data Ltd” means One Stop Data Ltd UK Limited, No 04176935, 46 High Street, Ewell, Surrey, KT17 1RW, its sub-contractors, agents and licensors as the case may be.

 

“Normal Working Hours” means 9:00am to 5:00pm Monday to Friday excluding Bank Holidays and other public holidays.

 

“Price” means the charge for the Services.

 

“Service Agreement” means the document sent by One Stop Data Ltd to the Customer, detailing the Service Offerings and the Prices for the Services and containing, recording and evidencing contractual terms relating to the Agreement.

 

“Recipient” A single recipient as defined as one e-mail address in the e-mail list

 

“Service Offering(s)” means the GBN Connect service options offered by One Stop Data Ltd more fully detailed in the Service Agreement.

 

“Services” means the services to be performed by One Stop Data Ltd pursuant to the Service Offering selected by the Customer.

 

“Spam” means unsolicited email.

 

2. Services

 

2.1 One Stop Data Ltd shall supply and the Customer shall purchase the Services as principals only, with the intent and with the effect that no other party shall have any rights or obligations, or be entitled to sue or liable to be sued, under the Agreement.

 

2.2 The Services are supplied subject to the terms and conditions of this Agreement to the exclusion of any other terms and conditions of the Customer and any variations or amendments must be confirmed by One Stop Data Ltd in writing.

 

2.3 The supply of Services will start on the agreed date as shown on One Stop Data Ltd's Service Agreement.

 

2.4 2.4 Customers who have purchased a license for the Inbox Preview module (Optional) shall be also bound by the Litmus terms and conditions of use. See http://litmus.com/terms

 

3. The Service Offerings

 

3.1 Services are provided in accordance with the provisions contained in the Service Offering selected by the Customer, as shown on the Service Agreement.

 

3.2 One Stop Data Ltd will use reasonable endeavours to meet relevant transmission dates and times.

 

3.3 The Customer agrees that One Stop Data Ltd shall not be liable for any direct, indirect or consequential losses occurring as a result of One Stop Data Ltd's failure to meet relevant transmission dates and times except as set out below.

 

3.4 The Customer agrees that One Stop Data Ltd may include a disclaimer and notice of the services of One Stop Data Ltd with any customer material. One Stop Data Ltd will not implement with without notifying the customer.

 

3.5 One Stop Data Ltd shall ensure that any personal data as defined by the Data Protection Act 1988 (“DPA”) provided by the Customer to One Stop Data Ltd, or a third party processing the data on behalf of One Stop Data Ltd, is processed in accordance with the DPA

 

4. Exceptions

 

4.1 One Stop Data Ltd shall be under no obligation to supply the Service where, in One Stop Data Ltd's reasonable opinion, the Customer Content constitutes Spam or where it contains pornographic, undesirable or offensive material or which may in any way affect the Recipients rights or be contrary to any legislation or be contrary to the rules adopted by any internet service or web hosting provider used by One Stop Data Ltd.

 

4.2 The Services do not include the correction or avoidance of software defects or errors or the loading or re-loading of Customer's applications software or data or any reconfiguration of the Customers computers.

 

5. Customer's Obligations

 

5.1 The Customer shall provide and approve the Customer Content of the Campaign and may provide a list of the e-mail addresses of its recipients and shall provide One Stop Data Ltd with all reasonable facilities and information to enable One Stop Data Ltd to perform its duties.

 

5.2 The Customer shall not use the Services (and shall ensure that the Services are not used):

 

5.2.1 to send, receive, make available, copy, retransmit, broadcast or publish (whether directly or indirectly, and whether in cached, mirrored or proxy form or otherwise) any statements or material which: (i) infringe any copyright, moral right, patent or other proprietary (including, without limitation, intellectual property) right of any person or entity, or

 

(ii) which infringe any applicable law, regulation or right of any person or entity including, without limitation, rights under contracts and of confidence, laws relating to defamation, contempt, blasphemy, infringement of privacy or personal data rights, malicious falsehood, seditious libel and any equivalent or related laws in any territory in which they are (or may be) accessed or made available; or

 

(iii) are (or may, in places where they are accessible or made available) offensive, abusive, indecent, obscene, or menacing or which are likely to encourage or capable of encouraging anything which is in any way unlawful, or to incite violence, sadism, cruelty, or racial hatred, or which promotes or facilitates prostitution, or which are likely to mislead by inaccuracy, ambiguity, exaggeration, omission or otherwise; or

 

(iv) are contrary to the rules adopted by any internet service or web hosting provider used by One Stop Data Ltd.

 

5.2.2 to cause annoyance, inconvenience, or needless anxiety.

 

5.2.3 in a manner which occupies communications capacity or bandwidth frivolously, vexatiously or in a manner which is intended to or may inhibit any other person's use thereof (including, without limitation, by use of facilities intended to or which have the effect of substantially filling the communications capacity of communications networks.

 

5.2.4 to send Spam. The Customer must have explicit permission from all destination addresses before sending an email in any quantity. The Customer may not assume that he has been granted permission by passive actions such as the posting of an article to a web site or a visit made to Customer's web site. Where the Customer has acquired explicit permission, either on a web site or through some other relationship the Customer should keep a record of this permission and must cease sending email when requested to stop.

 

5.3 The Customer undertakes to use and include in each message One Stop Data Ltd’s Unsubscribe or Redirected Unsubscribe.

 

5.4 Customers shall be responsible for complying with all their customer applicable regulatory requirements.

 

5.5 Except for Customers using the GBN Connect onDemand service, the Customer shall check and validate the content of their message on receipt of a test e-mail and will authorise acceptance and give permission to start the Campaign by issuing authorisation by e-mail.

 

6 Price and payment

 

6.1 Payment shall be made in full (without deduction by way of set off or counterclaim) on or before the date contained in the Service Agreement or, if agreed at the time of order, within 30 days of the date of Invoice.

 

6.2 The Price of the Services shall be One Stop Data Ltd's quoted price, or where no Price has been quoted (or a quoted Price is no longer valid), the price listed in One Stop Data Ltd's published price list current at the date of the Customer's order and in any case as shown on the Service Agreement.

 

6.3 All Prices quoted in writing are valid for 30 days. Oral quotations are valid only to the end of the business day upon which they are given.

 

6.4 The Price and any additional charges payable under the Agreement are exclusive of all sales taxes including Value Added Tax.

 

6.5 Time for payment is of the essence. One Stop Data Ltd reserves the right to charge interest on sums more than 7 days overdue on a day to day basis, as well after as before any judgment, from the date or last date for payment thereof to the date of actual payment (both days inclusive) at the rate of 2% above the base rate of Barclays Plc from time to time in force, compounded quarterly. Such interest shall be paid on demand. Until payment has been made in full One Stop Data Ltd shall have a lien on all data results and material of the Customer in its possession.

 

7. Support

 

7.1 One Stop Data Ltd provides telephone and email support for the Services. This support is available to Customers during Normal Working Hours and is chargeable at One Stop Data Ltd's standard rate from time to time.

 

8. Warranty

 

8.1 One Stop Data Ltd does not give any warranty as to the response to any Campaign or that the Campaign is fit for any particular purpose and this is in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade, usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.

 

8.2 The Customer warrants that the Customer Content shall not infringe any third party’s intellectual property rights or the right of publicity or privacy of any third party or violate any laws nor contain defamatory trade libellous, threatening, unlawful, harassing material, pornographic or obscene material or violate any laws regarding unfair competition, anti-discrimination, false advertising or consumer protection, nor shall it contain any viruses or any other similar, harmful or deleterious programming routines.

 

9. Liability

 

9.1 One Stop Data Ltd shall not be liable for any loss or damage sustained or incurred by the Customer or any third party resulting from any distribution of the Customer Content of any material supplied to One Stop Data Ltd, unless it is caused by the negligence or wilful misconduct of One Stop Data Ltd, its employees, agent or sub-contractors, or to the extent that such loss or damage arises from any negligent delay by One Stop Data Ltd in providing the relevant Services and then only to the extent not excluded by the Agreement.

 

9.2 The Customer shall indemnify One Stop Data Ltd and keep One Stop Data Ltd indemnified against any loss of or damage caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations.

 

9.3 The Customer shall indemnify One Stop Data Ltd and keep One Stop Data Ltd indemnified against any costs, claims, losses and direct damages which One Stop Data Ltd may suffer as a result of the Customer sending Spam to Recipients, including but not limited to losses incurred as a result of a server being “blacklisted” or blocked because of this Spam.

 

9.4 One Stop Data Ltd shall not be liable for any loss sustained by the Customer arising from a server being unavailable to One Stop Data Ltd for any reason (including but not limited to server or ISP services being unavailable to One Stop Data Ltd as a result of another customer sending Spam to Recipients).

 

9.5 The liability of One Stop Data Ltd under sub-clause 9.1, in respect of each event or series of connected events shall not exceed the Price,

 

9.6 Notwithstanding anything else contained in the Agreement, One Stop Data Ltd shall not be liable to the Customer for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever,

 

10. Force Majeure

 

10.1 Neither party shall be liable for any delay in performance caused by circumstances beyond its reasonable control (including but not limited to server or ISP services being unavailable to One Stop Data Ltd) and the party in delay shall be entitled to a reasonable extension of time for performance.

 

11. Intellectual Property Rights

 

11.1 Each party will indemnify the other against all costs, claims, demands, expenses and liabilities arising out of or in connection with any claim emanating from distribution of the material supplied by the Customer or which infringes the intellectual property rights (including without limitation any patent, copyright, registered design, design right or trade mark) or the goodwill, marketing methods, style of business or customer lists of the Customer or any third party.

 

12. Confidentiality

 

12.1 The parties to this agreement will at all times keep confidential information whether it is marked “confidential” or the equivalent or has the necessary quality of confidence about it or not, and acquired in consequence of this agreement, except for information which they may be entitled or bound to disclose under compulsion of law or where requested by regulatory agencies or to their professional advisers where reasonably necessary for the performance of their professional services and except for information which is already in the public domain other than by breach of this Agreement.

 

 

GBN Connect is a trading style of One Stop Data Ltd, Registered in England. No. 04176935