Terms & Conditions
In these terms and conditions of business the following words and expressions have the meanings set out below,
unless the context requires otherwise:
'Agreements' mean the contract between you and us upon these Terms;
'Data' means the collection of data fields on the Database and all or any information provided to you in the provision of the Services and Data includes any part thereof;
'Data Data Kart India' means where required by a Data Supplier anData Kart India for the supply of Data
between a Data Supplier and you;
'Database' means the data files of Data either compiled by us or obtained by us or provided by a Data Supplier.
'Data Services' means the services as set out in any proposal or quotation for data services to be provided by us, which includes, without limitation, the following services:
'Data Authentic' means work carried out by us on your database to endeavor to improve the quality of your database;
'Data Intelligence' means work carried out by us on your database to provide all insight of the make-up, profile and importance to your business of all or any specified segments of your database or any part thereof;
'Data Supply' means the supply of Data using the Database;
'Data Supplier' means any third party or our marketing network who has supplied Data to us;
'Direct Marketing' means any form of telephone sales, telephone marketing, direct mail, market research or use of circulation list or other marketing which is targeted at the end user data;
'Material' means any cd, tapes, documents or other media supplied by us to you or a Third Party to carry the Data and other information of any kind howsoever presented whether comprising words, numbers, graphs, maps, pictures, sketches or otherwise which is supplied or made available by us under this Agreements;
'Services' means the Data Services and the Data Supply or either of them as the context requires;
'Terms' means these terms and conditions;
'Third Party' means any individual, partnership, body corporate or other undertaking including any employees, principals, agents clients or associated companies of you or us (as the context requires);
'we' or 'us' means Data Kart India
'you' means you, the client.
- Any order, confirmation, authority or approval made by you will be subject to these Terms to the exclusion of any other terms and conditions which you may seek to impose.
- No order placed by you is accepted by us until we have confirmed it in writing. If you place an order after we have sent you a quotation you should sign and return a copy of the quotation to us within 30 days of the date of the quotation. If you place an order without returning a signed copy of the quotation you will be deemed to have accepted the terms of these Agreements.
- We are not bound by any statement about the Data Services or the Data Supply made by us before the formation of these Agreements and you agree and acknowledge that you have not relied upon any such statement in entering into these Agreements.
- We are not bound by any variation, special terms or attempted cancellation or assignment of the Agreements except where we have given our written consent.
- We undertake to make available to you the resources required for the provision of the Services and to provide the Services in a timely and efficient manner. To enable this, you undertake that your staff and such other agreed resources that we may require in order to perform our obligations under this Agreements will be available to us as required, that you will deliver information and other content to us in the agreed format and will not unduly delay the checking and acceptance of the Services developed.
- You will provide a single named individual with overall responsibility for the ongoing relationship between you and us. This individual may either be your employee or your duly authorized representative. We will take instructions from this individual and you agree to be bound by the decisions of this individual.
4 APPROVALS, AUTHORITY AND AMENDMENTS
- The provision of the Services will be discussed between you and us. We will prepare notes of Data Kart India reached at such discussions ('Contact Reports') which will be signed by our responsible executive and will for all purposes are deemed to be accurate unless objection is made by you within 48 hours of the delivery of the relevant Contact Report to you.
- If you request in writing that we cancel or amend any work in progress, we will take all reasonable steps to comply, provided that we can do so within our Agreements obligations to third parties. In the event that it is not possible to make such cancellation or amendment you warrant that you will reimburse us for any charges or expenses to which we are committed and also to pay our fees for such work in progress.
- The price for the Data Services and/or the Data Supply shall be the price shown in our proposal to you or as set out in our quotation.
- The price does not include delivery, packing and insurance except where we indicate otherwise.
- The time of payment of the price shall be of the essence to these Agreements. All payments shall be made in full without deduction in respect of any set-off.
- Unless otherwise expressly stated in writing payment of the full price shall be due no later than 30 days after the date of the invoice.
- We are entitled to charge VAT at the current rate from time to time whether or not it is included in the quotation or invoice.
- If you fail to make payment by the due date then without prejudice to any other right or remedy available to us, a credit charge will be made at a rate of 2% per month on a daily basis on accounts overdue by seven days or more. We reserve the right to vary the rate charged.
- Without prejudice to our other rights, failing to make any payment due will entitle us, at our sole discretion, to refuse to supply any further Services without incurring any liability to you for any loss caused by any such refusal.
- Time for delivery of the Services shall not be of the essence to these Agreements unless we have previously agreed to this in writing.
- If we agree with you to deliver the Data and/ or the Material, the cost of carriage, package, postage and insurance in transit will be added to the price. You must notify us in writing within 7 days of delivery of any errors in the Data or shortage within 14 days of delivery of any alleged errors or omissions in the provision of the Services. Failure to observe these time limits will mean that you cannot make a claim against us.
If you deliver data to us, for example a copy of your database, whether in documentary form, on disk or tape or any other media, or by electronic transmission such delivery shall be at your risk and you will be responsible for the costs of delivery, insurance, packaging, and any loss or damage in transit. If you deliver your data to us you hereby warrant to us that your data is free of any virus, worm, Trojan horse or cancelbot and you further warrant that you have taken all reasonable efforts to have scanned and checked your data using the most up-to-date software prior to its delivery to us.
8 INTELLECTUAL PROPERTY RIGHTS
- The copyright and all other intellectual property rights in the Data, the Database and in computer programs used for and any products of the Services are, shall be and remain our property, the property of our Data Suppliers or of third party suppliers.
- Where any of the Data is derived from information supplied to us by a Data Supplier you acknowledge the right of the Data Supplier and that you will not acquire any rights in relation to such information derived from the Data Supplier's database or other intellectual property or rights including, without limitation copyright, trademarks, service marks or get up other than expressly granted in a licence under a Data Data Kart India or these Terms.
- We acknowledge a duty not to disclose during or after the term of this Agreements any confidential information resulting from studies or surveys commissioned and paid for by you and any data given to us by you concerning your customer and prospect database other than with your permission or otherwise as part of the provision of the Services to you.
- Any information and documents (including financial information and information relating to our intellectual property) disclosed by us to you shall be and remain confidential and you shall not disclose it to any person without our written authority.
- You agree to notify us immediately upon becoming aware of any unauthorized use of the Data.
- You will ensure the Data is not used as a component of a product marketed by you to compete with one of our products or services or a product of a Data Supplier and in particular you will not use or permit the use of the Data for any purposes connected with the business of publishing directories (local, regional or national) on printed or electronic media whose content is primarily either classified advertising or 'white pages' (i.e. name, address, telephone number data) listings or to provide or enable the provision of a telephone directory enquiry service to the general public.
- You may use the Data only for Direct Marketing and are not permitted to include the Data in any product or service that you sell (other than to your customer as shown on the order form).
- We will mark the Data to show our Data Suppliers proprietary rights in respect of the Data by, for example, placing notices of the Data Supplier's copyright conspicuously on products incorporating the Data. You will ensure that such notices remain incorporated and that your customer (if any) is made aware of our Data Supplier's proprietary rights.
11 LICENSING AND USE OF INFORMATION
- You warrant that the purpose for which the Services and/or Data is to be used is as confirmed by us in our proposal or quotation.
- If you use the Data beyond the terms agreed, then we shall invoice you at the full rate applicable to such unauthorized use.
- We warrant that the Services will be provided in a good and workmanlike manner. Where the data is a disk or tape, we warrant that the disk or tape will be free from material defects in data and workmanship for a period of 90 days from delivery. We will replace free of charge any data which we agree is defective if you return the disk or tape to us at your risk and expense within the 90 day period. We are not liable for any defect if it is caused by wear and tear, or intentional damage, or failure to follow instructions.
- These warranties are given by us subject to the following conditions: we shall be under no liability in respect of any defect in the provision of the Services arising from the specific instructions or approval provided by you; and we shall be under no liability under the above warranties (or any other warranty) if the total price for the provision of the Services has not been paid by the due date for payment.
- Where any valid claim is made which is based on any defect in the quality of the Services, or any omissions or errors in respect thereof, we shall be entitled to carry out the Services (or any part thereof) again, free of charge, or at our sole discretion, to refund to you the price of the Services (or an appropriate part of the price)
We shall be entitled (without affecting other rights we may have) immediately to suspend all further deliveries of the Services to you until you have commit any breach of this Agreements and fail to remedy that breach (if it is capable of remedy) within a period of 30 days from receiving notice in writing from us requesting remedy.
14 LAW AND JURISDICTION
This Agreements is governed by and interpreted in accordance with English law. The parties agree that the Delhi courts will have non - exclusive jurisdiction to hear any disputes relating to this Agreements.