This World Wide Web site, www.epostcode.com, ("the Site") is operated by Etellect Limited, a company incorporated in Scotland (registered number SC204571), and having its registered office at Merlin House, Mossland Road, Hillington, Glasgow, G52 4XZ, United Kingdom ("Etellect").
ePostcode is a trademark of Etellect and is operated under licence from the Royal Mail.
Etellect's VAT Registration Number is 743 3498 18
Your use of the Site is subject to the terms and conditions set out below. Please read them carefully before accessing any other pages in the Site. Your use of the Site is conditional upon your acceptance of these terms and conditions. If you do not agree to these terms and conditions, please leave the Site immediately, and do not visit or use the Site.
1. Intellectual Property and Confidentiality
1.1 The intellectual property rights (including, but not limited to, copyright and database rights) in the material, information and computer files comprising the Site, or found at the Site, from time to time ("the Materials") are owned by, or are licensed to, Etellect. Nothing in these terms and conditions transfers to you any rights of ownership of such intellectual property rights, or constitutes a licence to use such intellectual property rights other than to the extent expressly set out in these terms and conditions.
1.2 You may copy any Materials to the extent necessary to: (i) view the Site; and (ii) print parts of the Site, (in each case) using normal world wide web browsing software. Other than as set out in the previous sentence and in Clause 1.3 below you may not copy, store, modify, distribute, create derivative works from, reproduce, or use the Materials in any manner without the prior written consent of Etellect.
1.3 Notwithstanding the foregoing, Etellect may from time to time give you the opportunity to download computer files from the Site including (without limitation) files containing or comprising images, screen-savers, product demonstrations, product descriptions and/or marketing materials (each a "Download"). Such Downloads are subject to these terms and conditions and any other terms and conditions you accept during the installation process of the Downloads. You may copy the Downloads to the extent necessary to store, execute, print and/or view them.
1.4 You may not remove any product identification, copyright notices or other notices from Materials and/or Downloads, or any copies of them which you make.
1.5 Any unauthorised downloading, use, copying, modification or distribution of the Materials and/or the Downloads may be in breach of statutory or common law rights which could be the subject of legal action.
1.6 The Site, the Materials and/or the Downloads may contain/display:
(i) trade marks that are not owned by Etellect; and
(ii) devices/logos/characters that are protected by copyrights that are not owned by Etellect (together "Third Party Marks"). Notwithstanding Clause 1.1 Etellect does not make any claim of ownership in relation to any Third Party Marks. Use of a Third Party Mark in the Site, the Materials and/or the Downloads does not constitute endorsement by and/or of the relevant owner of such Third Party Mark.
1.7 All rights not expressly granted are reserved by Etellect.
1.8 Etellect discourages you from sending us any information that you consider to be confidential or proprietary through the Site. If you do send us any such information or material Etellect will assume it is not confidential. By sending Etellect information and/or material, you will be deemed to have granted Etellect an unrestricted, irrevocable licence to use, reproduce, display, perform, modify, transmit and distribute that material and/or information.
2.1 If you wish to provide a link to the Site this must be to the Site's homepage that is currently at www.epostcode.com You are not permitted to link to any other page of the Site without Etellects prior written consent. You are not permitted to frame or page-jack any page of the Site without Etellect' prior written consent. You are not permitted to use any web-bot, robot, spider, other automatic device to monitor or copy the Site or the content expressed of the Site without Etellects prior consent.
2.2 Etellect may provide links from the Site to world wide web sites operated by third parties ("Third Party Sites"). Links to Third Party Sites are provided for your convenience only. Etellect is not responsible for the management and control of Third Party Sites and does not necessarily endorse, support or recommend the views expressed in such Third Party Sites.
2.3 Etellect is not responsible for the contents of other world wide web sites or pages which provide a link to the Site. Etellect SHALL HAVE NO LIABILITY IN RESPECT OF SUCH OTHER WORLD WIDE WEB SITES OR PAGES.
3. Networking Room
3.1 Part of the Site may contain interactive sections such as deal rooms, chat rooms, networking rooms or bulletin boards (the "Interactive Sections"). Users of the Site may post and/or transmit data, text or other materials to these Interactive Sections (each a "Posting"). You shall be liable for any Postings you make to the Interactive Sections. Etellect is not liable or responsible for, and does not control or pre-screen, such Postings. Etellect does not monitor or exercise any editorial control over the Interactive Sections. However, Etellect has the right (but not the obligation) in its sole discretion to alter, amend, remove and/or refuse to display any Postings. Etellect is not responsible for and does not necessarily endorse, support or recommend the contents of Postings or the Interactive Sections. YOU SHOULD NOT RELY ON THE CONTENT OF ANY POSTINGS, AND ANY RELIANCE ON POSTINGS WILL BE AT YOUR OWN RISK.
3.2 You shall not:
(a) create any Posting that is, or could be, deemed to be obscene, defamatory, threatening, profane, indecent or degrading;
(b) create any Posting that contains information obtained or disclosed in breach of confidence or which is otherwise contrary to applicable law or regulation;
(c) create any Posting that infringes copyright, or any other rights of any third party, or which is otherwise unlawful;
(d) create any Posting that impersonates any person, company, group or entity or misrepresents a relationship to or with any of the same;
(e) create any Posting that is or could be deemed to be the provision of professional advice;
(f) create any Posting that contains any advertising or promotional material or any chain e-mails, "spam", junk mail, pyramid schemes and/or mail bombs;
(g) create any Posting that contains a virus or other harmful component;
(h) create any Posting that disguises the origin of such Posting;
(i) create any Posting that collects or stores any third parties' personal data;
(j) create any Posting that prevents or restricts the use of the Site, the Materials, the Downloads and/or the Interactive Sections by other users;
(k) stalk or harass any third party by means of the Interactive Sections; or
(l) attempt to disrupt or interfere with the Interactive Sections or any other part of the Site.
3.3 You hereby grant Etellect a non-exclusive, perpetual, transferable, royalty free licence to use, display, reproduce, copy, transmit or amend your Postings. You hereby waive all rights, including (without limitation) any moral rights (in terms of Chapter IV of Part I of the Copyright, Designs and Patents Act 1988, or any analogous rights under any other jurisdiction) that you may have in such Postings.
3.4 If you have reason to believe that any Posting infringes these terms and conditions or is otherwise objectionable you will notify Etellect immediately at firstname.lastname@example.org
3.5 Etellect reserves the right to reveal the identity of anyone making a Posting to a third party where:
i) requested to do so by a Court of competent jurisdiction; or
ii) where in Etellect's opinion that person has breached one or more of the provisions in Clause 3.2 above.
4. Accuracy of the site and Liability Issues
4.1 Etellect reserves the right at any time and without further notice, to change the Site, the Materials, the Downloads, and/or the terms and conditions which apply to the use of the Site.
4.2 This Site is intended for business users in the United Kingdom and is not applicable to non-business users and/or other jurisdictions. Etellect EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL LIABILITY (OTHER THAN LIABILITY FOR DEATH OR PERSONAL INJURY) RESULTING FROM ACCESS TO AND/OR USE OF THE SITE OR THE MATERIALS OR DOWNLOADS OR POSTINGS OR THIRD PARTY SITES (IN EACH CASE) BY INDIVIDUALS OTHER THAN IN THE COURSE OF THEIR BUSINESS. Etellect EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL LIABILITY (OTHER THAN LIABILITY FOR DEATH OR PERSONAL INJURY) RESULTING FROM ACCESS TO AND/OR USE OF THE SITE OR THE MATERIALS OR DOWNLOADS OR POSTINGS OR THIRD PARTY SITES (IN EACH CASE) FROM OUTWITH THE UNITED KINGDOM.
4.3 Etellect DOES NOT WARRANT THAT THE OPERATION OF, AND ACCESS TO, THE SITE, THE MATERIALS, DOWNLOADS, POSTINGS AND/OR THIRD PARTY SITES SHALL BE ERROR FREE OR UNINTERRUPTED OR THAT ANY ERRORS IN RELATION TO THE SAME SHALL BE CORRECTED.
4.4 THE SITE, THE MATERIALS, THE POSTINGS AND/OR THE DOWNLOADS ARE PROVIDED ON AN "AS IS" BASIS AND Etellect EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:-
4.4.1 ALL IMPLIED WARRANTIES, IMPLIED UNDERTAKINGS, IMPLIED REPRESENTATIONS, AND/OR IMPLIED CONDITIONS RELATING TO THE SITE, THE MATERIALS, DOWNLOADS, POSTINGS AND/OR THIRD PARTY SITES; AND
4.4.2 ALL LIABILITY (OTHER THAN LIABILITY FOR DEATH OR PERSONAL INJURY) RESULTING FROM ACCESS AND/OR USE OF THE SITE, THE MATERIALS, DOWNLOADS, POSTINGS AND/OR THIRD PARTY SITES.
4.5 NO RELIANCE SHOULD BE MADE ON ANY OF THE STATEMENTS MADE WITHIN THE SITE (OTHER THAN THESE TERMS AND CONDITIONS AND Etellect' PRIVACY STATEMENT (AS SET OUT BELOW)), THE MATERIALS, DOWNLOADS, POSTINGS AND/OR THIRD PARTY SITES. Etellect EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW ALL LIABILITY (OTHER THAN LIABILITY FOR DEATH OR PERSONAL INJURY) RESULTING FROM ANY SUCH RELIANCE.
4.6 Etellect SHALL HAVE NO LIABILITY TO YOU FOR ANY INDIRECT LOSS, SPECIAL LOSS, INCIDENTIAL LOSS, CONSEQUENTIAL LOSS OR DAMAGE, LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF CUSTOMERS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF EMPLOYEES, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF REVENUE, LOSS RESULTING FROM A WORK STOPPAGE, AND/OR LOSSES FROM A FAILURE TO REALISE ANTICIPATED SAVINGS, (IN EACH CASE) TO THE EXTENT ARISING FROM YOUR ACCESS TO USE OF, OR YOUR INABILITY TO ACCESS AND/OR USE, THE SITE, THE MATERIALS, DOWNLOADS, POSTINGS AND/OR THIRD PARTY SITES.
5. Computer Viruses
5.1 Etellect will use reasonable endeavours to ensure that the Site, the Materials and the Downloads do not contain or spread any viruses or other malicious code.
5.2 Etellect EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL LIABILITY (OTHER THAN LIABILITY FOR DEATH OR PERSONAL INJURY) IN CONNECTION WITH ANY DAMAGE OR LOSS CAUSED BY COMPUTER VIRUSES OR OTHER MALICIOUS CODE ORIGINATING, OR CONTRACTED, FROM THE SITE, THE MATERIALS, DOWNLOADS, POSTINGS AND/OR ANY THIRD PARTY SITES.
6.1 Etellect is committed to protecting your privacy. Accordingly, Etellect shall process personal data that you submit to Etellect through the Site in accordance with Etellect' Privacy Statement.
6.2 When you view the Site some information may be stored on your computer. This information will be in the form of a "cookie" or similar file and will help Etellect improve your browsing experience. Cookies allow the Site or a related advertisement to be tailored to better match your interests and preferences. With most Internet browsers, you can erase cookies from your computer hard drive, block all cookies or receive a warning before a cookie is stored. If you do not wish the Site to record cookies on your computer then please configure your browser software accordingly. Please refer to your Internet browser instructions or help screen or learn more.
You hereby indemnify Etellect on demand against all loss, damage, liability and/or expense (including, but not limited to reasonable legal costs and disbursements) incurred or suffered by Etellect or any of its subsidiaries (where the term "subsidiary" has the meaning set out in the UK Companies Act 1985) to the extent arising from either: (i) your breach of these terms and conditions; (ii) any claim demand or action in relation to a Posting made by you; and/or (iii) your use of the Site and/or the Materials and/or the Downloads. The foregoing provisions of this Clause 7 shall not apply to the extent any such loss, damage, liability or expense arises as a result of Etellect's breach of the terms of these terms and conditions.
8. Applicable Law
8.1 The Site originates from, and is maintained in, the United Kingdom. Etellect makes no representations regarding the legality of access to or use of the Site and/or the Materials and/or the Downloads and/or the Postings from/in other countries. Any export or use of the Materials and/or the Downloads by you must be in compliance with all UK export laws and regulations in effect at the time of such export or use, and is limited as described above in Clause 1 (Intellectual Property and Confidentiality) of these Terms and Conditions.
8.2 IF YOU ARE ACCESSING THE SITE FROM OUTSIDE THE UNITED KINGDOM THEN YOU DO SO AT YOUR OWN RISK. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LAWS OF THE COUNTRY FROM WHICH YOU ARE ACCESSING THE SITE.
8.3 These terms and conditions shall be governed by and construed in accordance with the laws of Scotland. Any disputes relating to your access to and use of the Site shall be determined by the Scottish courts.
Should you place an order with us, please be aware that we use a secure server. Any data you give us is encrypted using a Secure Socket Layer (SSL) session. SSL is an industry standard and is one of the best ways to ensure that Internet messages are not intercepted. You should be aware, however, that older browsers cannot use SSL. To be sure, you will need Netscape version 4.05 or above, Microsoft Internet Explorer version 4 or above, or any similar generation browser.
When required to register for a service on the Site, it is solely down to you as the user to keep your details secure and safe. If you feel that there has been a breach in security on your licence, please contact email@example.com
If any court of competent jurisdiction finds any provision of these terms to be void or unenforceable for any reason, such provision shall be ineffective to the extent of the courts finding without affecting the validity and enforceability of any remaining provisions.
If you have any questions concerning these terms and conditions please contact firstname.lastname@example.org
IMPORTANT! This agreement sets out the terms and conditions (the "Agreement") which govern your use of the Product as defined below. Please read this Agreement carefully before entering the Site or subscribing to or making use of the Product. You may wish to retain this Agreement for your future reference.
The Product is not sold; it is licenced. The Product is and remains the property of the Company or other third parties and is protected by copyright laws and international copyright treaties.
By in any way installing, copying or otherwise using the Product or any part thereof, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or otherwise and in any way use the Product or any part thereof but return it to your supplier within fifteen (15) days for a full refund.
In this Agreement the following words and expressions shall have the following meanings:
"Annual Licence Renewal" means the latest version of the Product or any part of it;
"Annual Licence Renewal Fee" means the annual licence renewal fee (if any) payable by you pursuant to clause 3.1 as published by the Company in respect to the Product from time to time;
"Authorised User" shall mean any individual who is employed or engaged under contract as part of your staff, whether on a temporary, permanent, or visiting basis and whom you wish to authorise to have access to the Product or any part thereof;
"Bureau Services" shall mean all services operated by the Licencee in respect of the processing of information or data which is owned or controlled by another person, company, organisation or body, including (without limitation) companies in the same group as the Licencee or any other associated organisation.
"Computer" means any computer, terminal or workstation owned or used by you;
"Effective Date" means the date of commencement of this Licence as printed on the Licence Certificate;
"First Year Data Licence Fee" means the data licence fee (if any) payable by you pursuant to clause 3.1 as published by the Company in respect to the Product from time to time;
"Initial Licence Period" means the period of twelve months from the Effective Date or such other period as may be notified by the Company to you in the Licence Certificate or otherwise;
"Insolvency" means in respect a Licencee the presentation of a petition for winding-up, bankruptcy, or administration or the convening of a meeting for the purpose of considering the same, the convening by the Licencee of a meeting of its creditors, or the appointment of a trustee, receiver, administrative receiver or similar officer in respect of all or any part of the business and assets of the Licencee;
"Intellectual Property" means the text, graphics, images and other material, and the organisation thereof and trademarks, software, copyrights, patents, trade secrets, processes and methods, know-how and other intellectual property rights embodied in or incorporated in the Product, and any tangible copies and expressions thereof;
"Licence" means the licence granted to you pursuant to this Agreement and the Licence Certificate;
"Licence Certificate" means the certificate sent or to be sent by the Company to you granting a licence to you to use the Product in accordance with this Agreement and references in this Agreement to the "Agreement " shall include the Licence Certificate;
"Licenced Computers" means the number of Computers on which the Product may be installed pursuant to this Agreement as set out in the Licence Certificate;
"Licence Period" means the Initial Licence Period and thereafter whilst this Agreement is continuing;
"Monthly Fee" means the fee payable by you pursuant to clause 3.3 as published by the Company in respect to the Product from time to time;
"Network" means any electronic communication between two or more computer terminals linked together through computer software and/or telecommunication satellite cable or broadcasting services or through any other medium now known or hereinafter invented;
"Person" means any person, firm, company, institution, organisation or other legal entity throughout the world;
"Product" means the product(s) Licenced by the Company pursuant to this Agreement as set out on the Licence Certificate(s) and shall include all computer software, the data supplied with it, any associated media, electronic documentation and printed materials and if applicable any Site;
"Product Update" means an updated version of the Product or any part of it;
"Program Licence Fee" means the fee (if any) payable by you pursuant to clause 3.1 as published by the Company in respect to the Product from time to time;
"Site" means any website supporting the Product;
"you" or "your" means the Licencee means the licencee under this Agreement as stated on the Licence Certificate.;
2. Grant of Licence
2.1 The Company hereby grants to you the non-exclusive right for the Licence Period to install one copy of the Product on the Licenced Computers only on the terms and subject to the conditions set out in this Agreement and (if the Licence Certificate so states) the Post Office End User Licence Agreement which (if applicable) is attached to this Agreement. The Product may not be accessed and used or shared between or in any way accessed and used from, either on or off Network, any Computers, other than the Licenced Computers irrespective of whether such access or use is concurrent.
2.2 If you intend to install, use or access the Product on or from more than the number of Licenced Computers or to share the Product between or in any way access it from, either on or off Network, more than the Licenced Computers then separate Licence Agreement(s) relating to the number of such other Computers intended to carry the Product or any part thereof must first be entered into with the Company.
2.3 The Company shall be entitled to sell or grant Licences of the Product or any part thereof to any Person and nothing herein contained shall prevent the Company from compiling contributing to, publishing, marketing or licensing any other product in any way similar to the Product.
2.4 You shall have the right to load and store the Product on the Licenced Computers only and subject to the provisions of this Agreement to give access from the Licenced Computers to the Product only to Authorised Users.
3. Licence Fees
3.1 In consideration of the Licence granted to you under this Agreement you shall, pay to the Company on receipt of the invoice in respect thereto the Program Licence Fee, the First Year Data Licence Fee and on each Annual Licence Renewal the Annual Licence Renewal Fee(s) in each case at the Company's prevailing price for such fees in respect of the Product from time to time.
3.2 If elected by you prior to the commencement of this Agreement instead of the payments set out in clause 3.1 above you may in consideration of the Licence granted to you under this Agreement pay the Monthly Fee to the Company and you shall sign and effect a Direct Debit/Standing Order in such form as the Company may require for the amounts payable by you in respect of the Monthly Fee from time to time.
3.3 All fees payable pursuant to this Agreement are stated by the Company exclusive of Value Added Tax which, if payable, shall be paid by you on presentation of an appropriate VAT invoice.
3.4 If you default in making payment of any sum payable by you pursuant to this Agreement then the Company shall be entitled (without prejudice to any other right or remedy it may have) to charge you interest on the outstanding sums at the rate of 2% per annum above Barclays Bank Plc's base rate in force from time to time from the date the payment became due until actual payment is made (irrespective of whether the date of payment is before or after any judgement or award is made).
3.5 The Company may increase any fees payable pursuant to this Agreement at any time after having provided you with three calendar months notice thereof prior to any such increase.
You shall not:
(i) transfer the Product from the Computer it was originally installed on or load it on to any other Computer without having made a prior written request of the Company for permission to do so which permission may be refused in the Company's absolute discretion;
(ii) reverse engineer, decompile or disassemble the Product in any way;
(iii) separate the component parts of the Product for use on more than one Computer;
(iv) retain or make any copies of the Product other than the Product as provided to you by the Company pursuant to the terms of this Agreement and for a copy to be used for back-up purposes only;
(v) extract Postcode Address File Data or AFD Data from the Product other than as part of the bona fide address management task you undertake or unless the prior consent of the Company has been obtained in writing display the Product on the internet or elsewhere or make it available to anyone other than an Authorised User;
(vi) without prejudice to the generality of the foregoing, do anything with the Product which is in breach of or otherwise inconsistent with the moral rights of the Company;
(vii) post or transmit through the Product or the Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law, or which, without the Company's express prior approval, contains advertising or any solicitation with respect to products or Products; or take any action which the Company in its absolute discretion considers will restrict or inhibits any other Person from using or enjoying the Product.
5. Product Updates, Renewals and Support
5.1 If you have not elected to pay the Monthly Fee the Company shall provide you with quarterly Product Updates for the duration of this Agreement only at your specific request and at the prevailing cost for such Product Updates. It is an express condition of this Agreement that, if you have not elected to pay the Monthly Fee, you will in any event obtain an Annual Licence Renewal from the Company no less frequently than once in every calendar year whilst this Agreement is continuing (or such other frequency as may be notified to you by the Company in the Licence Certificate or otherwise) at the prevailing price for such Annual Licence Renewal at the time of such purchase.
5.2 If you have elected to pay the Monthly Fee you will be sent Product Updates as and when available.
5.3 Any Product support requested by you will be provided free of charge during normal working hours of 9am-5pm Monday - Friday (excluding holidays) by either Internet Electronic Mail (e-mail), World Wide Web (www) publications and documentation or telephone. Any further or subsequent Product support is chargeable at a fee agreed by you and the Company from time to time.
5.4 Any supplemental software provided by the Company to you as part of or in the course of despatching and providing Product support or in providing Product Updates or Annual Licence Renewals shall be provided to you at one address only (being the address set out in the Licence Certificate) and shall be considered part of the Product and the installation or use thereof will be subject to the terms and conditions of this Agreement.
6. Access to the Product
6.1 This clause 6 shall apply where access to the Product and any Site is by means of HTML requests across the internet.
6.2 If you have not received a serial number and password from the Company after subscribing to the Product, you may not use the Site. You agree that you will not at any time disclose, transfer or permit any other person to use your serial number and password. You are responsible for taking all reasonable steps to ensure that no unauthorised person shall have access to your serial number and password. It is your sole responsibility to:
(i) control the dissemination and use of serial number and password;
(ii) authorise, monitor and control access to and use of your account and serial number and password; and
(iii) promptly notify the Company of any need to reset or deactivate your serial number and password.
The Company reserves the right to freeze or terminate accounts that do not conform to these requirements.
7. Duration of Agreement
7.1 This Agreement shall commence on the Effective Date and shall remain in effect for the Initial Licence Period and thereafter unless terminated in accordance with this Agreement. In the event this Agreement is not renewed this Agreement shall terminate at the end of the Initial Licence Period or the relevant anniversary of it.
7.2 At the end of the Initial Licence Period and at each anniversary of the Effective Date this Agreement shall automatically renew for 12 months unless you shall previously have given written notice, to the Company at least one month but not more than three months prior to the expiration of the Initial Licence Period or each subsequent anniversary of the Effective Date of your intention not to renew the Agreement.
7.3 The Company shall have the right to immediately terminate this Agreement in the event of any conduct by you which the Company, in its sole discretion, considers to be unacceptable, or pursuant to clause 8 below or in the event of your breach of this Agreement or your Insolvency.
7.4 In the event this Agreement shall terminate for any reason whatsoever you shall return the Product to the Company and you shall also delete or cause to be deleted the Product from any and all computer-readable versions and shall provide the Company with a certificate attesting to such deletion.
8. Discontinuation of Product
8.1 The Company shall have the right at any time, without notice, to change, suspend, discontinue, withhold or refuse access to any aspect or feature of the Product or the Site, including, but not limited to, content, hours of availability and equipment and software needed for access or use. The Company may also impose limits on certain features and Products or restrict your access to parts or the entire Product or Site without notice or liability on its part.
8.2 The Company reserves the right at any time to withdraw the Product or any part thereof or terminate this Agreement if the Company ceases, for whatever reason, or no longer retains the right to Licence the Product or any part thereof, or if, in the Company's sole discretion and on reasonable grounds believes that the Product or any part thereof contains any material which infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The Company will in event of such withdrawal give written notice to you and you shall, on receipt of such notice, immediately comply with any of the Company's reasonable instructions with respect to such withdrawn Product.
8.3 Should the Company permanently or for a continuous period of seven days or more withdraw the Product or the Site or terminate this Agreement pursuant to clauses 8.1 or 8.2, a refund of any of the fees paid pursuant to this Agreement will be refunded pro rata to you.
8.4 The Company may at its sole discretion at any time and without warning withdraw from you or withhold the Product to you or terminate this Agreement if your activities are considered by the Company in its absolute discretion to be inappropriate or unlawful.
The Company may wish to identify you in its marketing materials as a subscriber or licencee of the Product. Your use of the Product indicates our permission for the Company to use your personal data in this manner unless you notify the Company otherwise, in writing, within five business days of the date of the Licence Certificate.
10.1 The Company warrants that it has the right to licence the rights granted to you under this Agreement and that the Product will perform substantially in accordance with the description of the Product provided to you for a period of 90 days from the date of receipt of the Product by you. No other warranties are given by the Company.
10.2 The Company's (and its agents, employees, suppliers' and/or any other third party associated with or in the employ of the Company) total liability under this Agreement, if any, will be limited to the equivalent of one month's fees paid up by you for the Product.
10.3 The warranties set out in this clause 10 are in lieu 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 hereby excluded to the fullest extent permitted by law.
11. Customer Acknowledgements
YOU EXPRESSLY AGREE THAT:
(i) use of the Product and the Site is at your sole risk. The Company does not warrant that Product or the Site will be uninterrupted or error free;
(ii) although the Company has attempted to provide accurate information on the Product to you, the Company does not assume any responsibility for, or make any representation with respect to the accuracy or completeness of such information;
(iii) the Product or Site is provided "AS IS," and the Company expressly disclaims any implied or expressed warranties or conditions of any kind (except for the warranty provided in clause 10 above), including warranties of merchantability, fitness for a particular purpose or non-infringement of intellectual property relating to such Product.;
(iv) you specifically acknowledge that the Company is and will not be liable for any defamatory, offensive or illegal conduct by you or other third party as it relates to the Site and the Product;
(v) the Company and its associated companies and entities, suppliers and agents shall not be liable for any infection by any virus or damage to any computer that results from the use, access to the Product or the Site or downloads of any Intellectual Property therefrom;
(vi) the Company shall not be liable or responsible for any loss or damage caused in whole or in part by the occurrence of any contingency beyond the control of the Company, including but not limited to fires, civil unrest, riots, rebellions, accidents, explosions, interruptions or imperfections in telephone cables or computer systems, network or internet disruptions, electrical disturbances, power failures, satellite malfunctions or interruptions, floods, storms or any similar act or act of God;
(vii) in no event shall the Company its associated companies and entities, suppliers or agents be liable for any damages whatsoever, including (without limitation, special, indirect, consequential or accidental damages, including, without limitation, damages resulting from the use or reliance on the information presented, loss of profits or revenues or cost of replacement of goods save as provided in clause 10 above;
(viii) compliance with data protection laws applying in any jurisdiction where the Product is used by you or otherwise applying to you shall be your sole responsibility and you hereby warrant to the Company that you have and will comply with all such data protection laws in connection with your use of the Product;
(ix) you will provide the Company with all information reasonably requested by it within 7 days of a request by the Company requesting such information and on request provide facilities to the Company during business hours to inspect at your premises any records, documents and Computers in each case for the purpose only of ensuring your compliance with the terms of this Agreement;
(x) the Post Office End User Licence Agreement shall form part of this Agreement if it is stated in the Licence Certificate to so apply; and
(xi) the Licence shall be governed by this Agreement which shall apply irrespective of whether you have provided in any order or otherwise for any other terms and conditions to apply to this Licence, such other terms and conditions being of no effect.
You may only transfer, assign sub-Licence or otherwise deal with the Licence granted under this Agreement if you have obtained the Company's express written consent which may be refused in the absolute discretion of the Company. The Company may transfer or assign this agreement in its absolute discretion.
You shall during the term of this Agreement and thereafter keep and procure that your employees, contractors and agents keep secret and confidential all business, technical and commercial information concerning the Company and the Products that you have received or obtained as a result of the entering into of this Agreement save for information which is trivial or obvious or which enters into the public domain other than as a result of a breach of this clause.
14. Additional Provisions Applicable to Names & Number Products
14.1 It is a further condition of this Agreement that you agree that:
(i) it is your responsibility to contact the Mailing Preference Service (MPS), the Telephone Preference Service (TPS) and the Corporate Telephone Preference Service (CTPS) (which are updated approximately every 28 days) to check and eliminate any records obtained from the Product before using such records for marketing purposes;
(ii) no records obtained directly from the Product shall be used for direct-marketing purposes unless they are records including an Organisation Name, or are shown in The Product to be included in the "Edited Electoral Roll".
(iii) you will follow the following codes of practice when contacting people by telephone using records obtained from the Product:
(a) never call a person who has registered with the TPS or an Organisation registered with the CTPS;
(b) always identify yourself clearly;
(c) never withhold your own Caller Line Identity;
(d) never adopt a menacing or annoying manner;
(e) remain polite, respectful and never use profanities or bad language;
(f) immediately end a call when requested to do so;
(g) always respect a request not to be contacted again;
(h) never telephone during unsocial hours (i.e never call a private residence before 10a.m (11a.m at weekends or holidays) or after 10p.m.)
14.2 The Mailing Preference Service can be contacted at DMA House, 70 Margaret Street, London, W1W 8SS; telephone 020 7291 3310 or http://www.mpsonline.org.uk and the Telephone Preference Service and Corporate Telephone Preference Service can be contacted at DMA House, 70 Margaret Street, London, W1W 8SS; telephone 020 7291 3320 or http://www.tpsonline.org.uk.
14.3 In addition to the fees payable pursuant to clause 3 of this Agreement you shall:
(i) pay to the Company a Data Extract Licence Fee for each thousand (or part thereof) records extracted from the Product after the first 100,000 address records have been extracted. For the purpose of this clause an "address record" is a record of one person or organisation at one delivery point and shall not include the use of the Product for address capture, address list cleaning, and address look up; and
(ii) submit a quarterly return to the Company detailing the records which have been extracted by you in the previous quarter in the format requested by the Company from time to time. The returns shall be submitted to the Company by the 15th April, 15th July, 15th October and 15th January in each year in respect of the 3 month period ending on the last day of the previous month.
15. Additional Provisions Applicable to Censation Census Based Data
15.1 Censation contains Census output which is Crown copyright and is reproduced with permission of the controller of HMSO and the Queen's printer for Scotland
15.2 The Census output contained in Censation incorporates safeguards against the possible identification of any particular person or household. You shall not use such output to attempt to obtain or deriveinformation relating specifically to an individual or household, nor claim to have obtained or derived such information.
15.3 You shall not operate any Bureau Services that make use of data or information from Censation.
POST OFFICE END USER LICENCE
"PAF" is a registered trademark of the Royal Mail (part of the Post Office) and stands for Postcode Address File. It is a database containing all known addresses and Postcodes in the United Kingdom.
"Postzon" is comprised of a version of PAF containing one record for each Postcode in the UK. The information supplied with each Postcode includes an Ordnance Survey Grid Reference and a variety of other coded identifiers which describe Country, County, District, Local Authority Electoral Ward and National Health Service District Health Authority.
The Postcode alone is not sufficient to identify each delivery point in the UK. A "Delivery Point Suffix" (DPS) has been developed: a two-character code (one alpha, one numeric) which enables each delivery point to be uniquely identified. To enable customers to apply a barcode correctly to mail, both the Postcode and Delivery Point Suffix are required along with a Checksum Digit. The Checksum Digit can either be accessed via a small programme which will generate it automatically, or from the file which contains the Delivery Point Suffix information. This file is referred to as the "Postcode Information File" (PIF).
In this agreement, "PAF" includes the Postcode Address File, updates to the Postcode Address File and extracts from the Postcode Address File, "Postzon", updates to "Postzon" and extracts from "Postzon", "PIF", updates to "PIF" and extracts from "PIF",as supplied or contained in any product supplied by the VAR to the VAR's Agent.
"VAR" shall mean Etellect Ltd - a person licenced by the Post Office to obtain copies and updates of PAF from the Post Office both for its own use and to enhance its own products and services for sale to End Users which make use of PAF and to licence VAR's Agents for the same purposes.
"VAR's Agent" shall mean persons who obtain copies and updates of PAF from Etellect Ltd both for their own use and to enhance their own products and services to supply to End Users.
"End User" shall mean the person entering into the Agreement of which this licence forms part with a VAR or VAR's Agent.
"User" shall mean an individual, work station or terminal within an End User's organisation which has access to any part of the PAF data either directly or indirectly through a VAR or VAR's Agent's software routines.
"Number of Users" shall mean the number of Users per normal working day.
2.1 This Licence grants the End User the non-exclusive right to use extracts and derivatives from PAF, and updates to PAF provided to the End User by the VAR or the VAR's Agent (as the case may be).
2.2 By signing up to the ePostcode.com service the End User is effectively signing up to the Royal Mail's End User Licence Agreement viewable at http://www.epostcode.com/what-is-epostcode/paf-end-user-license Etellect takes no responsiblity of how the PAF data is utilised within the End User organisation and it is the responsibility of the End User to ensure that they remain fully compliant with the Royal Mail's PAF Licence Agreement.
3. Limit on end user's use of postcode address information
3.1 The End User shall not at any time reproduce, publish, sell, let, lend or otherwise part with possession of PAF or relay or disseminate PAF but the End User may make one back up copy of each version of PAF for security purposes. The End User shall ensure that its employees, agents and sub-contractors comply with the terms of this Clause PROVIDED THAT nothing in this clause shall prevent the End User from using PAF to modify existing mailing list databases.
3.2 The End User shall upon reasonable notice grant the Post Office and its agents, reasonable accompanied access, upon prior notice, during working hours, to their premises, accounts and records relevant to this Licence for the purpose of verifying and monitoring the End User's compliance with its obligations under this Licence.
3.3 The End User shall ensure that any changes to the Number of Users specified in the Licence Certificate 1 are notified to the VAR/VAR's Agent and that the Number of Users does not exceed that permitted by the number and type of licences (described in the Licence Certificate) purchased by the End User.
3.4 The End User shall have a reasonable mechanism or process in place to ensure that the number of persons using the data does not exceed the number of Licences purchased.
3.5 The End User shall comply with all requirements of the Data Protection Act 1984 ("the Act") relevant to its possession or use of PAF, and shall ensure that its use of PAF is not inconsistent with the registration of the Post Office under the Act.
4.1 The End User shall pay to the VAR's Agent or the VAR (as the case may be) annual Licence fees in accordance with the time scales set out therein.
4.2 The PAF End User Licence Fees may be increased or decreased or the payments structure modified or amended, by the Post Office giving notice to VARs (which VARs must communicate to VAR's Agents and End Users) provided that:
4.2.1 the Post Office shall give six month's notice of any straightforward increase or decrease and any such increase in prices shall not take place more than once in any year and the amount of any increase shall be limited to increases in the Retail Prices Index since the last occasion upon which the End User Licence Fees were increased;
4.2.2 any modification or amendment of the pricing structure which is more than a straightforward increase or decrease in prices shall take place on no less than one year's notice;
4.2.3 End User Licence Fees current at the time of the Post Office Notice shall only be affected by the changes upon the next anniversary of the Agreement of which this Licence forms part, following the expiry of the Post Office Notice.
5. Liability of the Post Office
5.1 The End User acknowledges that the Post Office does not in any way warrant the accuracy or completeness of PAF and the Post Office shall not be liable for any loss or damage (whether direct or indirect or consequential) howsoever arising, out of or in connection with this Licence (or the Agreement of which it forms part) or its termination.
5.2 The End User acknowledges that the Post Office is not liable in any way in respect of the services provided by the V AR or VAR's Agent (as the case may be) to the End User.
5.3 Even if the services provided to the End User by the VAR or the VAR's Agent are designated as Post Office approved, the End User acknowledges that the Post Office gives no warranty that such services have been tested for use by any party or that such services will be suitable for or be capable of being used by any party.
5.4 The End User acknowledges that the Post Office shall not be obliged in any circumstances to provide PAF or any related services direct to the End User.
6. Property Rights in PAF
6.1 PAF and the copyright in PAF are and shall remain the property of the Post Office. This Licence shall not operate as an assignment of any copyright or any other intellectual property right that may subsist in PAF.
6.2 The End User shall not remove or tamper with any copyright notice attached to PAF.
6.3 The provisions of this Clause shall continue to operate after the termination of this Licence.
7.1 The End User shall not assign or sub-contract this Licence or any part of it.
8.1 If any Agreement between the Post Office and the VAR, or between the VAR or VAR's Agent and the End User (of which this Licence forms part), for the provision of PAF or services or products containing PAF is terminated, this Licence will automatically be terminated.
8.2 On termination of this Licence the End User shall either return to the VAR or VAR's Agent (as the case may be) all copies of PAF supplied to it under this Licence or the End User shall confirm in writing to the VAR's Agent that all PAF data, to the extent that it is capable of being deleted or destroyed, has been so deleted or destroyed.
8.3 This licence shall be terminated if the End User brings the Post Office into disrepute.
9.1 This Licence shall be deemed to have been granted in England and shall be subject to English law. The parties agree to submit to the jurisdiction of the English courts.