Terms & Licencing

The Data is supplied under licence and is not sold.

The licence is granted subject to these Terms and Conditions.

The Licence shall commence upon delivery of the Data and terminate on the date set out in the Order Form.

The Data shall be deemed received upon supply by Prolists.

By placing an order, accepting delivery, or using the Data, You agree to be bound by these Terms.

These Terms constitute the entire agreement between the parties and supersede any prior discussions, representations or agreements unless expressly agreed in writing by Prolists.

The Data may be used only for the benefit of a single legal entity and may not be used for the benefit of any parent company, subsidiary, associated company, group company, partnership, joint venture or other separate legal entity unless otherwise agreed in writing by Prolists.

You must not make the Data available to any third party without prior written consent from Prolists.

Any approved third party, including agencies, contractors, mailing houses or telemarketing providers, must agree in writing to be bound by these Terms before being granted access to the Data.

The appointment of any third party shall not reduce, transfer or limit Your obligations under these Terms. You remain fully responsible for all acts and omissions of any third party acting on Your behalf.

You must not sell, rent, lease, sub-license, distribute, transfer, assign, loan or otherwise make available the Data to any third party.

You must maintain appropriate technical and organisational measures to protect the Data against unauthorised access, disclosure, copying or loss.

The Data may be stored within Your systems only for the purposes permitted under these Terms.

The Data must remain separately identifiable within Your systems at all times.

You must not merge the Data with any other database or dataset unless it can be completely identified, extracted and removed in its entirety.

You must maintain sufficient records to demonstrate compliance with this requirement.

You must ensure all employees, agents and contractors with access to the Data are bound by appropriate confidentiality obligations.

Employee Responsibility

You are responsible for all use of the Data by Your employees, agents, contractors or any person under Your control. Any unauthorised use, disclosure, retention or transfer shall be treated as a breach by You.

You must take reasonable steps to prevent unauthorised copying, retention, extraction or removal of the Data.

The Data must remain identifiable and capable of complete removal throughout the Licence Term.

All Data must be permanently deleted upon expiry or termination of the licence.

Prolists may require written certification from an authorised representative confirming that all copies of the Data have been permanently deleted from all systems, databases, backups and locations under Your control.

The Data may only be used for legitimate business-to-business marketing and communication.

You must comply with all applicable laws and regulations, including but not limited to the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations (PECR).

Communications must be relevant, proportionate and lawful.

You must honour all opt-out, unsubscribe and suppression requests and maintain suppression records where required by law.

You must not engage in excessive, intrusive, misleading, unlawful or inappropriate contact.

Prolists accepts no responsibility or liability for communications made by You using the Data.

Any entitlement to updates shall be specified within the Order Form or Invoice.

Where updates form part of the licence purchased, Prolists will provide up to three updates during the Licence Term upon written request. Unless otherwise agreed, such updates may be requested at approximately 3, 6 and 9 months from the commencement of the Licence Term.

Updates will not normally be issued within one month of licence expiry

• Prolists makes reasonable efforts to ensure that the Data is accurate and up to date at the time of supply.

  However, no guarantee is given as to completeness, ongoing accuracy, future availability of contacts or the outcome of any campaign.

  Where individual records can be demonstrated to be materially inaccurate at the point of supply, Prolists will provide a pro-rata refund or credit in respect of those records only.

  Claims must be submitted within 30 days of delivery, supported by reasonable evidence and follow any required submission format.

  Prolists reserves the right to verify any claim before issuing any refund or credit.

  This section constitutes Your sole and exclusive remedy in respect of Data accuracy.

Fees are payable as set out in the Order Form or Invoice.

Payment is required in advance unless otherwise agreed in writing.

Use of the Data is prohibited where payment is overdue.

Prolists reserves the right to suspend or terminate any licence where payment remains outstanding.

Prolists reserves the right to charge interest on overdue amounts at the rate of 3% per month or the maximum amount permitted by law, whichever is lower.

Use of the Data outside the Licence Term or otherwise in breach of these Terms is strictly prohibited.

In the event of unauthorised use, You agree to pay additional licence fees.

Such fees shall be calculated by reference to the original Fee and shall apply to each instance of unauthorised use, including use following expiry of the Licence Term or use in breach of the permitted conditions.

Without limitation, such additional licence fees may include a fee equivalent to the original Fee for each unauthorised campaign or occurrence of unauthorised use and/or additional charges where the Data has been shared, transferred, copied or used outside the permitted scope of the licence.

You acknowledge and agree that the Data has significant commercial value, is supplied under a controlled licensing model, that unauthorised use undermines that model and that the losses arising from such use are difficult to quantify in advance.

Accordingly, the additional licence fees payable under this section represent a reasonable and proportionate estimate of the loss likely to be suffered by Prolists, including loss of licensing control, commercial value and future licensing opportunities.

Prolists may terminate the licence immediately in the event of breach.

Upon termination, You must immediately cease all use of the Data and permanently delete all copies.

No refund shall be due in the event of termination resulting from Your breach.

Orders cancelled after delivery remain payable in full.

You shall indemnify and keep indemnified Prolists against all losses, liabilities, claims, damages, costs and expenses arising from:

Your use of the Data.

Your breach of these Terms.

Any communications made using the Data.

Any act or omission by any third party acting on Your behalf.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be excluded.

Subject to the above, Prolists' total liability shall be limited to the Fees paid by You.

Prolists shall not be liable for any indirect, consequential, special or economic loss, including loss of profits, business opportunity, goodwill or anticipated savings.

You act as an independent data controller in relation to any personal data contained within the Data.

You must comply with all applicable data protection and privacy legislation.

You must notify Prolists promptly of any regulatory enquiry, complaint, investigation or legal claim relating to the Data and cooperate as reasonably required.

Prolists may include traceable records within the Data for compliance and monitoring purposes.

Such records form part of the licensed Data.

You must not identify, remove, suppress, alter or otherwise interfere with such records.

Upon reasonable notice, Prolists may request information reasonably necessary to verify compliance with these Terms, including confirmation of the location, storage, use and deletion of the Data.

You shall provide such information within 14 days of request.

All intellectual property rights in the Data remain the property of Prolists and/or its licensors.

No ownership rights are transferred to You under these Terms.

You acknowledge that unauthorised use, disclosure or distribution of the Data may cause irreparable harm to Prolists for which damages alone may not be an adequate remedy.

Accordingly, Prolists shall be entitled to seek injunctive relief, equitable relief or other appropriate remedies in addition to any other rights available at law.

The provisions relating to confidentiality, data protection, indemnity, liability, intellectual property, monitoring, compliance and unauthorised use shall survive expiry or termination of the licence.

If any provision of these Terms is found to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

Any failure or delay by Prolists in exercising any right or remedy shall not constitute a waiver of that right or remedy.

A waiver shall only be effective if made in writing.

These Terms shall be governed by and construed in accordance with the laws of England and Wales.

The parties submit to the jurisdiction of the courts of England and Wales.

Where Prolists undertakes to send email campaigns on Your behalf, the following additional terms apply.

Prolists does not guarantee any specific response rate, enquiry level, sales outcome or campaign result.

Where You supply logos, images, text, trademarks or other content ("Content"), You warrant that You have the necessary rights to use that Content.

You shall indemnify Prolists against any claim arising from the Content supplied by You.

You remain legally responsible for the content and legality of any campaign sent on Your behalf.

Any unsubscribe request, complaint or opt-out received by You remains Your responsibility unless otherwise agreed in writing.

Where Prolists supplies Data for a campaign, the general Data Licence Terms above shall apply.

Unless expressly agreed otherwise in writing, no licence to retain or re-use campaign Data is granted.