Terms & Conditions
You may only use 101 INDIGO LTD Data if you accept all the terms and conditions within this agreement. By opening the enclosed or attached file(s) you agree to be bound by the terms and conditions of this agreement. If you do not agree with these terms and conditions, you should immediately return all 101 INDIGO LTD Data to 101 INDIGO LTD confirming in writing that there has been no use made or copies retained of 101 INDIGO LTD Data. If you have any questions about this agreement please contact 101 INDIGO LTD immediately.
1. LICENCE
1.1 101 INDIGO LTD shall, at all times, retain ownership of 101 INDIGO LTD Data. Without limitation 101 INDIGO LTD own copyright, compilation copyrights, literary copyrights, database rights, trademarks and service marks and all intellectual property rights contained and associated with the 101 INDIGO LTD Data.
Subject to the conditions set out in this agreement you are licensed to use the 101 INDIGO LTD Data for 12 months from the date of despatch by us.
This licence is personal to you as the licensee of the 101 INDIGO LTD Data and the licence granted herein is for your benefit only.
PERMITTED USE
You are licensed to load, store and use 101 INDIGO LTD Data on only one retrieval system at any one time provided always that you shall procure that all employees and operators of retrieval systems into which or on which 101 INDIGO LTD Data is used shall comply with the terms and conditions of this agreement.
In addition to installing this licensed copy of 101 INDIGO LTD Data, you may copy the 101 INDIGO LTD Data for back-up purposes provided that the original and each copy is kept in your possession and that your installation and use of the 101 INDIGO LTD Data is limited to only one retrieval system. (Replacements of 101 INDIGO LTD Data due to loss or data corruption by you will be charged 10% of the original invoice price)
You are licensed to use 101 INDIGO LTD Data provided that:
You comply with all applicable laws, regulations and codes of practice in relation to the usage of such data and direct marketing including without limitation:
GDPR
The Data Protection Act 1998
The Codes of Advertising Practice and Sales Promotion
Telephone and Fax and email Preference Services
Any other relevant legislation within the EU
Follow UK email legislation
Any legislation which may come into force; and
(b) Any such usage relates to education practice or administration.
3. RESTRICTIONS ON USE
You may not use 101 INDIGO LTD Data to the possible detriment of 101 INDIGO LTD or 101 INDIGO LTD’s commercial activities and you hereby indemnify 101 INDIGO LTD against all loss, damages, expenses and costs to which 101 INDIGO LTD becomes liable in the event of any dispute, proceedings or threatened proceedings with a third party (including those incurred in settling any dispute) resulting from your use of the 101 INDIGO LTD Data.
You may not:
(a) Sub-licence, assign, rent, lease, sell or otherwise transfer or part with this agreement or any right or obligation under it or the 101 INDIGO LTD Data in any way in whole or part, either temporarily or permanently.
Make copies of all or part of 101 INDIGO LTD Data except for backup purposes as permitted in this agreement.
Use any backup copy of the 101 INDIGO LTD Data (or allow anyone else to use such copies) for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective.
The use of 101 INDIGO LTD Data on multiple machines is prohibited without obtaining a licence for multiple use from 101 INDIGO LTD, such licence to be obtained from 101 INDIGO LTD prior to 101 INDIGO LTD Data being made available for multiple access. 101 INDIGO LTD shall at its sole discretion decide whether to grant a multiple use licence and such licence if granted will be charged at 101 INDIGO LTD’s published multiple use rates from time to time in force.
TITLE
As licensee you own only the diskette or medium on which the 101 INDIGO LTD Data is recorded or fixed. You may retain the media on termination of this agreement provided 101 INDIGO LTD Data is erased. If the 101 INDIGO LTD Data cannot be erased, you must return to us or destroy the media. You acquire no ownership or other rights in relation to the 101 INDIGO LTD Data and all such rights remain with 101 INDIGO LTD.
5. RENEWAL
5.1 On expiry of your licence you must either:
(a) Renew the licence, at which time 101 INDIGO LTD will re-supply you with an up-to-date version of the 101 INDIGO LTD Data; or
(b) Cease and desist from any further use 101 INDIGO LTD Data and delete any retained records of 101 INDIGO LTD Data from all retrieval systems ensuring that there are no copies retained of 101 INDIGO LTD Data.
5.2 30 days prior to the date of expiry you will be sent a renewal request (including a request for payment) asking whether you wish to obtain a new licence for the next 12 months. Your new licence will be on the same terms as this agreement save that 101 INDIGO LTD reserve the right to amend the terms on which they licence and the licence fee from time to time and shall inform you of any such change in the terms and the fee at least 30 days prior to the expiry of this licence. If you do not respond to the renewal request and make payment of the full sum due within 30 days of despatch of the renewal request you may not continue to use the 101 INDIGO LTD Data on expiry of this licence and you shall immediately comply with clauses 4, 6.2 and 6.3 of this agreement.
6. TERMINATION
6.1 This agreement will automatically terminate at the end of 12 (twelve) months from the date of despatch by us of the 101 INDIGO LTD Data to you, or if you:
(a) Fail to comply with any provisions of this agreement; or
(b) Voluntarily return all 101 INDIGO LTD Data to us.
6.2 In the event of termination in accordance with clause 5.1 you must cease and desist from any further use of 101 INDIGO LTD Data and delete all copies of 101 INDIGO LTD Data from all storage and retrieval systems and either erase the 101 INDIGO LTD Data from the medium on which it was supplied or destroy such medium or return the medium to 101 INDIGO LTD in accordance with clause 4.
6.3 Within 30 days of the termination of the licence you will be required to furnish 101 INDIGO LTD with a letter verifying that to the best of your knowledge the original and all copies of the 101 INDIGO LTD Data have been erased or destroyed and/or returned to 101 INDIGO LTD.
7. LIQUIDATED DAMAGES FOR UNAUTHORISD USE
101 INDIGO LTD Data contains seed (or sleeper) addresses and where 101 INDIGO LTD’s detection mechanisms are alerted to unauthorised use(s) outside the terms contained in this licence you or your agent, to whomsoever the 101 INDIGO LTD Data was originally supplied, will be liable for liquidated damages for infringement of 101 INDIGO LTD’s intellectual property rights at a rate of 300% of the original cost for each additional use to reflect the loss of licence fees to which 101 INDIGO LTD is entitled and the flagrancy of the infringement given that you should be aware of the terms of this licence.
8. WARRANTY
8.1 101 INDIGO LTD undertakes to use its reasonable endeavours to ensure that the 101 INDIGO LTD Data provided to you is accurate.
8.2 101 INDIGO LTD warrant that for a period of 60 days from the date of despatch the medium upon which 101 INDIGO LTD Data is supplied will be free from defects in materials and workmanship under normal use. If the medium upon which 101 INDIGO LTD Data is supplied fails to conform to this warranty 101 INDIGO LTD will, as your sole and exclusive remedy, supply a replacement of 101 INDIGO LTD Data free of charge.
9. DISCLAIMER
101 INDIGO LTD does not warrant that 101 INDIGO LTD Data will meet your requirements, or that operation will be uninterrupted or error free save as expressly warranted in clause 8 above. 101 INDIGO LTD excludes and hereby expressly disclaims all express and implied warranties or conditions not stated in this agreement, so far as such exclusion is or disclaimer is permitted under the applicable law.
10. LIABILITY
10.1 101 INDIGO LTD’s liability to you for any losses shall not exceed the amount you originally paid for this licence.
10.2 101 INDIGO LTD uses reasonable endeavours to ensure that 101 INDIGO LTD Data is accurate, error free and up-to-date but 101 INDIGO LTD accepts no liability for omissions or errors therein or their consequences
10.3 101 INDIGO LTD shall not be liable for any loss or damages to any programs or data made or stored with 101 INDIGO LTD Data alleged to be caused by faults, corruption, transmission or processing of 101 INDIGO LTD Data nor for the costs of recovering or replacing such programs or data.
10.4 In no event shall 101 INDIGO LTD be liable to you for any indirect, special or consequential damages even if we have been advised of the possibility of such damages.
10.5 101 INDIGO LTD will not be liable to you under any circumstances for any loss of profits, business interruption, or, except as provided in this agreement, any other loss whatsoever.
10.6 Nothing in this clause limits our liability to you in the event of death or personal injury resulting from our negligence.
11. ENTIRE AGREEMENT
You have read and understand this agreement and agree that it constitutes the complete and exclusive statement of the agreement between us with respect to the subject matter hereof and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating thereto.
12. SEVERABILITY
In the event that any provision of this agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either you or us from any relevant competent authority, we shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality, or at our discretion such provision may be severed from this agreement and the remaining provisions of this agreement shall remain in full force and effect.
13. LAW AND DISPUTES
This agreement and all matters arising from it are governed by and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction over all disputes arising in connection with this agreement.
If you have any questions about this agreement please contact 101 INDIGO LTD at: sarah@101indigo.co.uk.