TERMS & CONDITIONS
Microcom Publishing Limited
(Veterinary Practices Directory)
Terms and Conditions
1 Definitions In this agreement:
1.1 "the Company" means Microcom Publishing Limited (maker of the Veterinary Practices Directory) whose registered office is at 11 Linden Gardens, London W2 4HD, company registration no 3428379;
1.2 "the Customer" means the Person, Firm or Corporation who or which offers to acquire by Lease or Purchase any one or more of the Veterinary Practices Directory(s) from the Company in accordance with these Terms and Conditions;
1.3 "the Veterinary Practices Directory ("known as "VPD" in these Terms and Conditions) means each and/or all of the compiled listings of data including a combination of names, addresses, telephone numbers and/or other information to be supplied by the Company;
1.4 "the Intellectual Property Rights" means the Company's VPD right under the Property Rights' Regulations and all other Proprietary Rights in the VPD whether at common law, under the Copyright, Designs and Patents Act 1988, or otherwise;
1.5 "Website" means www.vetdbase.com and/or www.vetdbase.co.uk and/or www.vetdbase.f9.co.uk and/or such other websites operated by the Company from time to time;
1.6 "Working Day" means any day except Saturday and Sunday and Bank or other Public Holidays in England;
1.7 "Purchase" means purchase from the Company of a VPD under a Licence to be used for telephone and mail marketing only but without restriction as to the period of use;
1.8 "Licence" means granting by the Company to the Customer permission to use the VPD in accordance with the Terms and Conditions of this agreement for the purposes of Purchase within the time period specified in the order;
1.9 "Vetdbase and Vetdbase.com" is a trading name of and owned by the Company and used by the Company in the supply of the VPD for Purchase in accordance with these Terms and Conditions.
2. Price and Payment
2.1 The Company agrees to supply each or all of the VPD under Licence to the Customer for Purchase at prices specified by the Company from time to time and for the time being on the Company's Website and otherwise in accordance with these Terms and Conditions;
2.2 Unless otherwise agreed by the Company the price of the VPD shall be the price quoted in the Company's order form sent by the Company to the Customer;
2.3 The price for the VPD is exclusive of any value added tax which the Customer shall pay. Payment can be made by cheque or BACS. The Company does not accept payment by debit card or credit card;
2.4 No payment shall be deemed to have been received until the Company has received cleared funds;
2.5 All payments under this agreement shall be paid in pounds sterling;
2.6 The Company shall not be bound to deliver the Veterinary Practices Directory until the Customer has paid unless agreed to the contrary by the Parties on the order form;
2.7 If the Customer fails to make payment on the due date then, without affecting any other right or remedy available to the Company, the Company shall be entitled to:
2.7.1 cancel the Agreement; or
2.7.2 claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
2.8 The Company reserves the right to reject the Customer's offer for the Purchase of the VPD, and to refund the Customer the amount paid for the VPD;
2.9 For the avoidance of doubt the Company's Website(s) constitute an invitation to treat and the Company shall be under no obligation to supply any of its VPD to the Customer until the Company confirms expressly its acceptance of the Customer's offer for the Purchase of the VPD.
3.1 No order can be cancelled once the Company has dispatched the VPD to the Customer;
3.2 The Company may cancel the Contract or part thereof if the Company is unable to source the relevant VPD. In the event of cancellation pursuant to this clause, the Company will advise the Customer by e-mail of its inability to source the relevant VPD and will refund the Customer for the relevant VPD but will have no further Liability to the Customer.
4.1 The Company shall dispatch the Veterinary Practices Directory to the Customer within 5 Working Days of the Company receiving cleared funds for the whole of the purchase price plus VAT;
4.2 All dates set out in the order for delivery are approximate only and the Company shall not be liable for any loss or damage whatsoever suffered by the Customer from any delay, however caused, nor will any delay entitle the Customer to cancel or alter its obligations under this agreement;
4.3 The quantity and description of the VPD shall be those set out in the order submitted by the Customer;
4.4 If the Customer so specifies in its order, the VPD will be sent by email in Excel, or Access format. If the Customer does not specify that it requires the VPD via email, then the VPD will be sent by registered post on a compact disc to the address specified in the Customer's order;
4.5 Delivery will have occurred (unless the Customers notifies the Company immediately within the time frame specified herein) in the case of orders dispatched by download from the Internet at the point in time of download and in the case of orders dispatched by the posting of compact disc 2 working days after posting and in the case of orders dispatched via e-mail at the point the e-mail is sent by the Company;
4.6 The Customer must notify the Company, in writing, within 30 days of delivery of any defects in the media on which the VPD was supplied and (subject to the Company's agreement of the validity of the same) the Company in full and final satisfaction of any/its liabilities therefore will (provided that the Customer can provide satisfactory evidence that it has utilised the VPD for its campaign purposes within 30 days ) replace the defective media.
5. The Veterinary Practices Directory (Purchase)
5.1 The Customer may make contact with each Veterinary Practice who's details are the subject matter of the VPD (the Recipient) as many times as he wishes within the Licence period; subject to full compliance to regulations under the Data Protection Act
5.2 Should a Recipient reply to any contact authorised above, the Customer is then authorised to contact that Recipient freely from the date of such reply and beyond the period set out in Licence above;
5.3 If a Recipient does not reply to any of the contacts authorised above, the Customer shall not contact that Recipient again after the Licence period has expired;
5.4 Breach of (5.3) above shall entitle the Company to a further payment of the Full Price of the VPD(s) multi-use Licence (plus any increase reflecting any changed pricing structure of the Company) for each occasion the Recipients are contacted over and above that authorised by clause (5.1) above. The due date for such a further payment to be made being the date on which the breach occurred. If any such payment is made after the due date the Customer shall also pay interest on the outstanding amount at the rate of 4% above the base lending rate of Barclays Bank plc calculated daily;
5.5 The VPD may not be duplicated or copied except for archive purposes, or to replace defective media.
6.1 The Customer undertakes with the Company as a condition of the supply by the Company of each or all of the VPD(s) in accordance with clause 2 that:
6.1.1 The Customer will not use the VPD or any part of them or any information contained in them otherwise than for telephone; email and mail marketing purposes within the meaning ascribed to Purchase as appropriate;
6.1.2 The Customer will not use the VPD or any part of them or any information contained in them to determine an individual's eligibility for credit or for insurance to be used primarily for personal, family or household purposes, or to determine an individual's eligibility for employment;
6.1.3 The Customer will not use the VPD or any part of them or any information contained in them in a way that is unfair or deceptive, or which is improper, unlawful or illegal in any way;
6.1.4 The Customer will not reproduce the VPD or any part of them or any information contained in them, and will not disclose or permit their disclosure to anyone but the Customer's own officers and/or employees and then only for the Customer's benefit and purposes in accordance in all respects with these Terms and Conditions ;
6.1.5 The Customer shall not be entitled to assign or otherwise deal with the benefit or burden of this Licence without the prior written consent of the Company but the Company shall be entitled to assign or sub-contract the fulfillment of the Contract or any part thereof.
6.2 The Customer will indemnify and hold harmless the Company against all and any liabilities, costs, claims and demands arising from the breach by the Customer of any of the provisions of this agreement.
7. Intellectual Rights
7.1 The Customer acknowledges that the Intellectual Property Rights belong to and are vested in the Company and undertakes with the Company that the Customer will not commit or permit any act or omission on the part of the Customer, its officers or employees which infringes the Regulations and/or in any way harms the Intellectual Property Rights, and further undertakes that the Customer will take all reasonable steps to bring any threatened or actual infringement or harm immediately to the attention of the Company.
8. Copyright and Confidentiality
8.1 The Customer hereby acknowledges the Company's copyright in the VPD and nothing contained herein will be construed as an assignment of any such copyright to the Customer. Copyright shall at all times vest in the Company or its suppliers;
8.2 The Customer shall have no rights or interests of whatever nature in the VPD except to use the same in accordance with the terms of this Licence;
8.3 The Customer shall not supply disclose or make available the VPD to a third party except in accordance with the terms of this Licence;
8.4 Should the Customer supply disclose or make available the VPD to a third party whether permitted by this Licence or not the Customer shall indemnify the Company against any damages that it may be ordered to pay in respect of such disclosure;
8.5 The Customer shall maintain adequate security measures to protect the integrity and security of the VPD. Any breach or suspected breach of security shall be promptly notified to the Company;
8.6 Breach of any clause within this agreement by the Customer shall entitle the Company to revoke this Licence forthwith
9. Warranties and Liabilities
9.1 Save as otherwise specifically guaranteed by the Company in writing the Customer acknowledges and accepts that the Company gives no warranty as to the accuracy, completeness; quality or fitness for a particular purpose of any of the VPD(s) and any such warranty is expressly excluded from these Terms and Conditions;
9.2 The Customer acknowledges that the Company will not be liable to the Customer for any loss or damages caused in whole or part by the Company's negligence in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the information contained in any of the VPD(s) and any such liability is expressly excluded from these Terms and Conditions;
9.3 The Customer acknowledges that the Company will not be liable to the Customer for any consequential losses (regardless of the circumstances) and any such liability is expressly excluded from these Terms and Conditions;
9.4 The Customer acknowledges that the Company's liability to the Customer for all losses or damages suffered or incurred by the Customer and arising from any act or omission of the Company in connection with anything to be done by the Company in accordance with these terms and conditions shall be limited (regardless of the circumstances) to a maximum of the total amount paid for the VPD by the Customer and the Customer undertakes with the Company to limit any such claim accordingly;
9.5 The Customer acknowledges that the Company has no obligation, implied or otherwise to offer technical support for the installation, use and data manipulation of the VPD and that the Customer has adequate knowledge to integrate and use the VPD for their purpose;
9.6 The Company warrants that the VPD will at the time of delivery correspond to the description given by the Company. All other warranties, conditions or terms relating to fitness for purpose satisfactory quality or condition of the VPD and whether implied by statute or common law or otherwise are excluded;
9.7 Whilst the Company has used all reasonable endeavors to ensure the accuracy of the information contained in the VPD the Customer acknowledges that in the compilation and supply of the VPD to the Customer the Company often has to rely on information supplied by a third party and that such information may have been incorrectly provided and that by the very nature and volume of such VPD accuracy cannot be verified. Therefore the Company does not guarantee or warrant that the VPD is without errors or omissions and the accuracy of the VPD is not a condition of the contract and the Customer will not be entitled to refuse to pay any amount due or part thereof by reason of errors or omissions in the VPD supplied under this Licence;
9.8 Without prejudice to the aforesaid the Company's entire liability in respect of any single claim arising out of or in connection with this Licence or its subject matter whether for breach of contract negligence or otherwise shall be limited to the amount of the total price paid by the Customer to the Company for the VPD whichever is the lower;
9.9 The Customer hereby fully and effectually indemnifies the Company in respect of all costs charges fines and other liabilities arising out of the use or misuse of the VPD by the Customer his agents or employees or any third party and any breach of the terms hereof;
9.10 The Customer acknowledges that the Company may include unspecified number of 'flags' for the purpose of enforcing any breaches of this Licence.
10. Destruction Of The VPD
10.1 On termination of the Licence or any repeat or subsequent Licence the Customer shall destroy and or delete details of all the Recipients who are the subject matter of the VPD whether these details are held on computer file or otherwise.
11.1 If between the date of this agreement and the date on which payment is received by the Company either party:
11.1.1 makes any arrangement or composition with or arrangement for the benefit of its creditors or;
11.1.2 becomes subject to Bankruptcy or Insolvency Proceedings (including suffering any action for or which may lead to the appointment of a Liquidator, Administrator, Receiver or Administrative Receiver, then the other party may forthwith terminate this agreement in writing to the other party such notice shall only be effective provided payment has been received for all VPD(s) supplied to date.
12. Force Majeure
12.1 The Company shall not be liable for any loss suffered or incurred by the Customer as a result of any delay in or failure of the Company performing it's obligations under this Licence arising from any cause beyond the Company's control including any act of god war lock-out strike fire flood explosion civil commotion transit postal delay failure in information technology or any other unexpected or exceptional cause or circumstance beyond the Company's control in which case the Company shall be entitled to revoke the Licence forthwith or delay the granting thereof for as long as reasonably necessary.
13.1 Nothing in these Terms and Conditions shall prevent or hinder either the Company or the Customer from complying with their legal obligations as to disclosure or otherwise under the Consumer Credit Act 1974 and the Data Protection Acts 1984 and 1998;
13.2 Time for the performance by the Company of its obligations to the Customer is not and shall not become of the essence;
13.3 Each of the provisions of these Conditions is severable. If any provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or unenforceability in that jurisdiction of the remaining provisions of the Conditions shall not in any way be affected or impaired by it. Words denoting the singular shall include the plural and vice versa.
14.1 If at any time one or more of these Terms and Conditions becomes invalid illegal or unenforceable under any law or is held by the Court to be invalid illegal or unenforceable the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
15.1 This Licence shall be governed by and construed in all respects in accordance with the laws of England and the Company and the Customer hereby agree to submit to the exclusive jurisdiction of the courts of England.