IT IS AGREED AS FOLLOWS:
In these Terms and Conditions, unless the context requires otherwise, the following expressions shall have the following meanings:
Agreement: the Order Form and the terms and conditions set out herein.
Fees: has the meaning set out in the Order Form;
Infopro: Infopro Digital Services Limited, registered in England and Wales under company number 04699701
Leads: the contact details of third party prospective subscribers to or purchasers of products or services provided by Infopro pursuant to the Services;
Order Form: the document signed by the parties hereto setting out the principal commercial terms of the Agreement;
Customer: has the meaning set out in the Order Form;
Services: those services set out in the Order Form attached hereto;
Term: the period between the Start Date and End Date specified in the Order Form unless terminated earlier pursuant to clause 6 hereof.
These Terms and Conditions shall apply to and form part of the services agreement concluded between the parties for the provision of Services.
3. Provision of Leads
3.1 Infopro shall provide the Customer the agreed number of Leads, the first such Leads to be received in accordance with the date specified in the Order Form in such format as is agreed between the parties;
3.2 Risk in the storage media embodying the Leads shall remain with the Customer throughout the Term. If any part of the media shall be lost, destroyed or damaged the Customer shall at the request of Infopro replace the same forthwith (embodying the relevant part of the Leads) subject to Infopro paying the Customer’s reasonable costs incurred in providing such replacement.
3.3 The Customer agrees to treat as secret and confidential and not at any time for any reason disclose or allow disclosure to any person or otherwise make use of or permit to be made use of the confidential information or any other information whatsoever (whether contained in the Leads or otherwise) which has or may have come to the its knowledge in the provision of the Services save where such information is in the public domain, other than through the default of the Customer. For the avoidance of doubt, the Leads shall not be treated as Confidential Information except insofar as Infopro advises the Customer otherwise from time to time.
4.1 In return for the provision of the Services, the Customer shall pay Infopro the Fees (plus any applicable VAT) on signature hereof without deduction or set-off.
5.1 The parties represent and warrant that:
(a) each has the authority to enter into this Agreement; and
(b) they shall comply with the requirements of the Bribery Act 2010.
5.2 Infopro represents and warrants that:
(a) each of the relevant individuals has provided his or her consent pursuant to the Data Protection Act 1998 permitting the use of personal data contained within the Leads as contemplated in this Agreement by registering at the relevant online registration page at such URL as Infopro shall advise from time to time; and
(b) the Leads shall not be registered with the Telephone Preference Service (TPS), Fax Preference Service (FPS) or Mail Preference Service (MPS).
6. TAX EVASION FACILITATION PREVENTION
6.1 For the purposes of this clause 6:
(a) the expressions ‘Prevention Procedures’, ‘UK Tax Evasion Offence’ and ‘Foreign Tax Evasion Offence’ will be construed in accordance with Part 3 of the Criminal Finances Act 2017 (‘CFA 2017’) and guidance published under it;
(b) Corporate Failure to Prevent Offence means an offence under section 45 and/or section 46 of CFA 2017 and any other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to preventing the facilitation of tax evasion and any similar or equivalent laws in any other relevant jurisdiction;
6.2 The Customer will ensure that s/he will not by any act or omission commit, or cause, facilitate or contribute to the commission by any person including Infopro, of a:
(a) Corporate Failure to Prevent Offence;
(b) UK Tax Evasion Offence; or
(c) Foreign Tax Evasion Offence
in connection with this Agreement.
6.3 The Customer will not solicit or engage with or take steps to solicit or engage with any person associated with Infopro to facilitate the commission of a UK Tax Evasion Offence or a Foreign Tax Evasion Offence in connection with this Agreement.
6.4 The Customer will pay, in full and in a timely manner, all taxes due and payable relating to all monies, remuneration, profit and value received or payable by it in connection with this Agreement.
6.5 Without prejudice to clause 6.2, the Customer shall comply with Infopro’s Prevention Procedures as notified to it from time to time.
6.6 The Customer warrants and represents that it has not:
(a) been investigated in connection with, or charged with having committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence;
(b) received any court orders, warrants or oral or written notices from a government prosecuting authority concerning any actual or alleged violation by it of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence; or
(c) received any report (including a report from your auditors or any other person) or discovered any evidence suggesting that it has committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence.
6.7 The Customer must immediately notify Infopro as soon as it becomes aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of the requirements in this clause 6.
7.1 Either party may terminate this Agreement with immediate effect by giving notice in writing if:
(a) the other party commits any material breach of this Agreement and (in the case of any breach capable of being remedied) shall have failed to remedy the breach within 14 days after receipt of a request in writing from the non-breaching party so to do (such request to contain a warning of the non-breaching party’s intention to terminate);
(b) the other party becomes insolvent or otherwise unable to pay its debts as they fall due;
7.2 The parties may terminate this Agreement by the provision of 14 days’ written notice at any time during the Term.
7.3 The termination of this Agreement (irrespective of the circumstances) shall not affect any accrued rights of either party, nor shall it affect the coming into force or the continuation of any provision that is expressly or by implication intended to come into or continue in force on or after such termination.
8.1 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions.
8.2 No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such rights.
8.3 The terms set out herein constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any prior agreement between the parties relating to such subject matter. The Customer shall have no remedy, and Infopro shall have no liability, in respect of any statement (including any untrue statement), whether written or oral, made to it upon which it relied in entering into this Agreement unless such statement was an untrue statement made by Infopro:
(a) knowing that it was untrue; or
(b) as to a fundamental matter, including a matter fundamental to the maker’s ability to perform its obligations under this Agreement.
8.4 This Agreement shall be governed by, and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in connection with any disputes arising in connection with its terms and formation (including non-contractual obligations).
8.5 This Agreement may be executed by electronic signature. Each of the parties waives any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to the Agreement for the purposes of proceedings issued in respect of any of its terms.