List Rental agreement

Terms & conditions of Business

List rental rate: …………. per year
Contract period: ………….

In these conditions:

“List Owner/Owner” means Netwerk Academic Book Agency

“List Renter/Renter” : ………

“Data” : ............

The supply by the List Owner of any data to any List Renter shall be on the following conditions, and any order by any List Renter for the supply of any data shall create a contract only when accepted in writing by the List Owner.

1. Data supplied by the List Owner shall be used for the specific purpose (permitted use) of addressing and despatching through [marketing mailings] or contact by telephone. of the data for a 12 month period from the date of this contract The List Renter shall indemnify the List Owner against any loss, damage or expense which the List Owner may incur as a direct or indirect consequence of the use by the List Renter of data supplied by the List Owner or of any breach of this condition. In addition, in accordance with the permitted use the List Renter shall not, unless required by the Data Protection Act 1998, other applicable Act of Parliament or the British Code of Advertising Practice, disclose, whether express or implied the source of the data supplied by the List Owner.

2. To comply with the permitted use and prior to the supply of data by the List Owner to any List Renter, the List Renter must supply the List Owner a sample of the mailshot, including all enclosures and test panels for approval for each and every different promotion during the term of this agreement. If the data is to be used for telephone contact, a copy of each script must be supplied.

3. The List Renter warrants that any use by it of the data will comply in all respects with the Data Protection Act 1984 & 1998 and any other applicable Act of Parliament or statutory instrument and with all published codes of practice applicable to The List Renter, including, without limitation, the British Code of Advertising Practice.

4. The List Renter acknowledges that the data is and at all times shall remain the exclusive property of Netwerk Academic Book Agency. The List Renter and any of their agents will not disclose, transfer, duplicate, reproduce or retain in any form whatsoever, all or any part or segment of the List or permit any third party, agent, employee or contractor of their respective agents and employees to do any of the foregoing, regardless of the format that the data takes.

5. Immediately following the completion of the permitted use of any data the List Renter shall return the data to the List Owner (unless the data was provided as labels), and/or will ensure that it is deleted/destroyed/erased immediately after use of data (files should be destroyed immediately after use of data).

6. Except within the permitted and duly agreed use of the data, or with the written consent of a duly authorised representative of the List Owner, the List Renter shall not communicate with any of the data, whether by letter, cable, telephone, telex, fax, email, personal visit or otherwise, and shall not permit any other party to do so. For the avoidance of doubt, communication within this clause shall not include any follow up communication in response to a request from the data subject to the List Renter.

7. List Monitoring: The List Renter agrees that the data will be monitored by Netwerk Academic Book Agency to prevent improper and unauthorised use by a combination of one or more methods of computer control and/or planted and/or varied names and addresses (seeds) or a combination of these methods to all of which the List Renter consents and agrees.

8. List Security: Data transfer from the List Owner to the List Renter shall be through secure password protected FTP site. The List Renter represents, warrants and covenants that it has in place and shall maintain appropriate safeguards to protect the security of the data and that it shall use its best efforts to ensure that any agents it uses in connection with any mailings or data usage has in place appropriate safeguards to protect the security and integrity of the data.

9. The List Owner warrants that in collecting, processing and storing the data, it has complied in all material respects with the Data Protection Act 1984 & 1998 and any other applicable Act of Parliament or statutory instrument and with all published codes of practice applicable to the List Owner, including (without limitation) the British Code of Advertising Practice. In particular, the List Owner warrants that the data has, immediately prior to issuing to the List Renter, been run against the most relevant suppression file operated by the relevant Preference Service and, where required, the appropriate consents have been obtained for storage and processing of such data and for provision to the List Renter.

10. The List Renter agrees that it shall not send its promotional materials to any individual in the data who has notified the List Renter that they do not wish to receive promotional materials from the List Renter. The List Renter will notify Netwerk Academic Book Agency promptly as to any such individuals who in response to being contacted by the List Renter ask to be removed from the List Owners data set. Such notifications should be promptly notified to Netwerk Academic Book Agency after each usage and not kept until the end of the agreement.

11. The List Renter agrees that as a condition of using the data, the List Renter (or its duly authorised agent) will, prior to each use, remove and refrain from contacting or using any data that appears in the Direct Marketing Association’s MPS (Mail preference service) or if telemarketing will remove and refrain from contacting or using any data in the TPS and/or CTPS lists (Telephone Preference Service and Corporate TPS lists) in accordance with DMA guidelines. In the event that the List Renter plans to mail/contact data outside of the UK the List Renter shall be required to comply with all applicable local laws and guidelines governing such activity.

12. The List Renter acknowledges and enters all contracts on the basis that while the List Owner has used all reasonable endeavours to ensure the accuracy of the data no warranty is given, whether expressed or implied, that any of the data are accurate or complete and the List Owner shall not be liable for any error in the accuracy of the data or for any loss, damage or expense occasioned thereby or consequent thereto. For the avoidance of doubt, such exclusion of liability does not include exclusion from liability for material breaches of the Data Protection Act 1984 & 1998 and the British Code of Advertising Practice.

13. Any unauthorised use of the names by the List Renter could result in the List Owner taking legal proceedings to protect their proprietary rights in respect of the data. The List Renter has no right to use any right to the Informa name or trademark or that of any department, division or subsidiary, service mark, product or brand in any fashion, explicit, derived or implied either verbally, in writing, or in any written literature, or other advertisement or digital communication. Additionally, unauthorised use of the data will result in charging ………….per name originally supplied.

14. Term & payment: When executed by both parties, this List Rental agreement shall be in force until…………………………., provided, however, that promotional materials are submitted by the Renter and approved by the Owner each time data is supplied for each separate usage during this term. Full payment shall be made by the Renter within sixty (60) days of the contract date in accordance with the purchase order payment terms. The charge rates applicable to any contract for the supply of data shall be as specifically agreed by the List Owner and List Renter prior to or at the time of the acceptance by the List Owner of the List Renter’s order for such supply. Credit accounts are strictly net and must be settled 30 days after the date of the invoice to which they relate. Failure to pay accounts in accordance with these conditions may result in the List Owner taking legal proceedings against the List Renter.

15. Cancellations: Orders must be cancelled in writing at least five (5) days prior to the approved mail date. Orders cancelled after delivery but before mail date will be subject to a cancellation charge. Cancellations will not be accepted after the mail date and full rental fee will be charged.

16. Indemnification: The List Renter agrees to be solely responsible for, to defend and indemnify Netwerk Academic Book Agency from, and to hold Netwerk Academic Book Agency harmless from, all claims, demands, fines, causes for action, liability, damages and legal fees arising from the Renter’s use of the list, or any breach by the Renter of any terms of this agreement.

17. This agreement may not be assigned or transferred by the Renter without the prior written consent of Netwerk Academic Book Agency and any attempted assignment or transfer shall be null and void.

18. This agreement shall be deemed to be severable and, if any provision is determined to be void or unenforceable, then that provision will be deemed severed and the remainder of the agreement shall remain in effect.

19. This agreement constitutes the entire agreement of the parties hereto with respect to its subject matter and may be amended or modified only in writing signed by duly authorised officers of both parties.

20. This agreement shall be governed by and construed in accordance with English Law and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England.

This agreement must be signed by the List Renter and not by a Broker or Agent.

List Owner:
Netwerk Academic Book Agency
P.O. Box 33228
3005 EE Rotterdam
Holland


Name of authorised signatory:


___________________
(Please print)

Signature:_________________

Date:_____________________

 

List Renter:

 

Name of Authorised signatory:

___________________
(Please print)

Signature:_________________

Date:_____________________