Nexus Marketing Ltd Standard Terms & Conditions for data purchase

The following Terms and Conditions shall apply to the Order and cannot be varied unless otherwise agreed in writing.

Details of the List, Fees and Delivery method of the List are detailed on the invoice.

1. Conditions for Use of List

The Client shall undertake to comply with the following conditions:

(i) Submit to Nexus Marketing Ltd a copy of the Client Material intended for the Mailing, for approval, prior to delivery of the List. No Client Material shall be included

in the Mailing unless Nexus Marketing Ltd, in its absolute discretion has so approved the Client Material.

(ii) Include in the Mailing only the item(s) which have been approved by

Nexus Marketing Ltd and defined as Client Material in the Agreement and not use the List for any other purpose whatsoever.

(iii) Not make any copies of the List.

(iv) Not use the List, in full or part, for any activities which involve a third

Party, without the prior agreement in writing from Nexus Marketing Ltd.

(v) Ensure that any websites referred to in the Client Material that are

directly linked to the use of the List do not breach any of the above conditions (v)

(vi) In accordance with its contractual obligations not allow any third party

access to the List or disclose the List to any third party without the prior

written consent of Nexus Marketing Ltd.

(vii) Accept full liability for and indemnify Nexus Marketing Ltd against any direct and

indirect or consequential loss, damage or expenses which Nexus Marketing Ltd may suffer or incur as a result of any breach by the Client of any of its obligations under

this Agreement, or which arise out of or in connection with, or as a consequence of, the Client Material used in the Mailing

(x) Comply fully with all applicable laws and codes of practice with regard

to the supply and promotion of the Client Material.

(xi) The Client acknowledges that the List will be seeded by Nexus Marketing Ltd to

monitor usage. In the event that seeding indicates additional usage by the

Client outside the terms of this Agreement the Client will be charged for such

additional usage at 1.5 x the full rate quoted on the invoice, in addition to any

rights Nexus Marketing Ltd may have in respect of a claim for damages for breach of

contract.

2. Security and Confidentiality of the List

(i) The Client shall at all times effect and maintain adequate security

measures to safeguard the List from access, copying, manipulation or

unauthorised or unlawful processing, accidental loss, destruction or damage.

(ii) The Client shall not on-sell or give free of charge, transfer overseas or

otherwise part with possession of the List, in full or part, to any third party

(including but not limited to agents or sub-contractors who are to be engaged

in the processing of the List) without the prior written consent of Nexus Marketing Ltd.

(iii) The Client shall ensure that each of its employees, agents or

subcontractors are made fully aware of its obligations with regard to the

security and protection of the List and the restrictions on the use of the List

and the Client shall procure that such persons comply at all times with the

provisions of this Agreement.

3. Warranties

(i) Nexus Marketing Ltd warrants to the Client that:  (a) that it has taken

reasonable steps to keep the List accurate and up to date and will continue to

do so until a copy of the same is delivered to the Client; (b) that in entering

into this Agreement and in providing the List to its Client it is not infringing the

intellectual property rights of any third party.

(ii) Each party warrants that at all times during the term of this Agreement,

it will comply with the Data Protection Act 1998 and any regulations made

thereunder and will co-operate fully with the other in complying with subject

access requests made pursuant to the Data Protection Act 1998.

(iii) Nexus Marketing Ltd gives no guarantee or warranty of the List as to the suitability of its particular purpose or as to the result of its use for any Mailing.

4. Limitation of Liability

(i) Nexus Marketing Ltd shall not be liable for any loss of profits (whether direct or

indirect), loss of data or any indirect or consequential loss or damage howsoever caused.

(ii) Nexus Marketing Ltd’s total liability for any claim shall not exceed the Fees paid by the Client under this Agreement.

(iii) Nothing in this Agreement is intended nor shall it be construed as an

attempt by Nexus Marketing Ltd to exclude or limit its liability for death or personal injury caused by its negligence (or for its fraud or fraudulent misrepresentation).

5. Delivery

Nexus Marketing Ltd will use all reasonable endeavours to meet the Delivery but will not accept any responsibility for late delivery due to inter alia transport delays,

computer down times, industrial disputes, and or any other event beyond the

reasonable control of Nexus Marketing Ltd ( a “Force Majeure Event”).

6. Property

The Client acknowledges that at all times the List remains the property of

Nexus Marketing Ltd and that the Client shall have no interest right title in or to the List.

7. Payment

(i) An invoice in respect of the Fees and VAT will be rendered by Nexus Marketing Ltd to the Client upon Delivery of the List, and is payable immediately.

(ii) The Client acknowledges and agrees that if the Client fails to provide

Nexus Marketing Ltd with copy of the Client Material for approval 3 days prior to the

Delivery date set out in the List Rental Order, full Fees based on the

estimated volume set out in the List Rental Order will be payable by the Client

to Nexus Marketing Ltd and Nexus Marketing Ltd shall not be required to deliver the List to the Client under this Agreement.

(iv) Under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 Nexus Marketing Ltd reserves the right to charge interest and compensation on any sum not paid by the due date.

8. Termination

(i) Either party may terminate this Agreement by written notice if the other

enters into a voluntary arrangement or a petition is made for the making of a

bankruptcy order against it or it compounds with its creditors generally or if

the other becomes unable to pay its debts when due or if the other passes a

resolution for winding-up, or a receiver, liquidator or administrator is

appointed over all or any part of its property, assets or undertaking or if the

other is in material breach which if remediable is not remedied within 30 days

following notice of such breach.

(ii) Nexus Marketing Ltd may suspend or terminate this Agreement if (a) a Force

Majeure Event occurs or (b) if the Client undergoes a change of Control. For

the purposes of this clause control shall mean the ability to direct the affairs of

another whether by ownership of shares, contract or otherwise. For the purpose

of this clause Force Majeure means any event beyond the reasonable control of

Nexus Marketing Ltd, including but not limited to Acts of God, Government

restrictions (including the denial or cancellation of any export or other necessary

license), wars, insurrections, failure of suppliers to perform,failure of subcontractors, and carriers.

(iii) Immediately following completion of each Mailing which is the subject

of this Agreement, the Client shall destroy the List together with any

intelligence derived from the List and all documents, papers and copies of

the List in the Client’s possession or it’s employees, agents or contractors

possession. The Client shall confirm in writing to Nexus Marketing Ltd within 30 days that such destruction has taken place.

(iv) Any termination of this Agreement (howsoever occasioned) shall not

affect any accrued rights or liabilities of either party nor shall it affect the

coming into force or the continuance in force of any provision of this

Agreement which is expressly or by implication intended to come into or

continue in force on or after such termination.

(v) In the event that the Client wishes to terminate this Agreement for either a single order, or for repeat supply, they must inform Nexus Marketing Ltd in writing of this decision 14 days prior to the estimated delivery date. Should notification occur after this time, Nexus Marketing reserves the right to deliver the interim order at the invoiced price, and to terminate the Agreement after this delivery.

9. General Conditions

(i) Save in the case of fraudulent misrepresentation, this Agreement

together with any documents referred to in this Agreement constitute the

entire agreement between the parties and supersedes any previous

agreement between the parties in relation to the matters dealt with in this

Agreement.

(ii) Any person who is not a party to this Agreement has no right under the

contracts (Rights of third Parties) Act 1999 to enforce any conditions of this

Agreement.

(iii) No amendment, variation or waiver of this Agreement shall be valid

unless it is in writing and duly executed by all parties to it.

(iv) Any omission to exercise or delay in exercising any right or remedy

under this Agreement shall not constitute a waiver of that or any other right or

remedy.

(v) The waiver by any party to this Agreement of any of its rights or

remedies arising under this Agreement or by law shall not constitute a

continuing waiver of that right or remedy or a waiver of any other right or

remedy.

(vi) The Clients rights, interests and obligations under this Agreement shall

not be assignable without the prior written consent of Nexus Marketing Ltd.

(vii) All notices which are required to be given under this Agreement will be

in writing and shall be sent to the address of the recipient as set out above or

to such other address as the recipient may designate by notice to the other

party in accordance with this clause.

(viii) The Terms of the Agreement shall be subject to interpretation in

accordance with English Law and the parties hereby submit to the exclusive jurisdiction of the English courts.