T&Cs

1. ACCEPTANCE OF TERMS

DigiMedia360 Ltd provides its service to you, subject to the following Terms of Service (“TOS”), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time. In addition, when using particular DigiMedia360 services, you and DigiMedia360 shall be subject to any posted guidelines or rules applicable to such services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

2. DESCRIPTION OF SERVICE

DigiMedia360 provides users with access to a collection of resources, including, various communications tools and personalized content through its network of properties (the “Service”). Unless explicitly stated otherwise, any new features that augments or enhances the current Service, including the release of new DigiMedia360 properties, shall be subject to the TOS. DigiMedia360 currently provides users with the ability to forward SMS messages through its system. You understand that for the purposes of the TOS DigiMedia360 does not send an SMS message, or cause an SMS message to be sent, merely because DigiMedia360 provides a service that enables SMS messages to be sent. You understand and agree that the Service is provided “AS-IS” and that DigiMedia360 assumes no responsibility for the timeliness, deletion, miss-delivery or failure to store any user communications or personalisation settings. You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service. You will be required to acknowledge you have read and understand the TOS by registering your acknowledgment through the DigiMedia360 website.

In the unlikely event that DigiMedia360 were to go into administration all Credits purchased will expire after 12 months from the time of purchase. Otherwise all Credits will remain indefinitely on all customers’ accounts.

We reserve the right to apply a late payment fee to invoices exceeding our standard 14 day terms.

3. REGISTRATION

In consideration of your use of the Service, you agree to provide true, accurate, current and complete information about yourself as prompted by the Service’s registration system (such information being the “Registration Data”). If you provide any information that is untrue, inaccurate, not current or incomplete, or DigiMedia360 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, DigiMedia360 has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

If you are under the age of eighteen (18), DigiMedia360 requires you to gain permission to register and use the service from a parent or guardian. Should you be under eighteen (18) and these TOS are wrongfully accepted without a parent or guardians permission, it is taken that the TOS will still apply as would ordinary transactions, freely chose, in ordinary market conditions.

4. USER CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not DigiMedia360, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. DigiMedia360 does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will DigiMedia360 be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service.

4.1. What you cannot use the Service for

You must not use the Service, attempt to use the Service or allow the Service to be used in any way:

4.1.1. Breach of law

(a) which results in you or DigiMedia360 breaching, or being involved in a breach of a law, order or regulation (including a foreign law, order or regulation), a mandatory code of conduct; or a voluntary code of conduct that you have agreed to comply with;

4.1.2. Damage to property or people

(a) which results, or could result, in damage to property or injury to any person;

(b) to harass, menace or stalk people;

(c) to defame or slander any person, or infringe upon any person’s privacy rights;

4.1.3. Protection of minors

(a) which harms minors in anyway.

(b) which enables a minor to access material inappropriate for a minor or to establish (or try to establish) contact with a minor not otherwise known to you;

4.1.4. Discrimination

(a) which unlawfully incites discrimination, hate or violence towards one person or group, for example because of their race, religion, gender or nationality;

4.1.5. Obscene, defamatory, offensive, abusive

(a) to send, display or be otherwise involved in material which is harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;

(b) which is, or which would be considered by a reasonable person to be, offensive or abusive;

4.1.6. Illegal business practices and gambling

(a) to engage in any misleading or deceptive business or marketing practice;

(b) that involves providing or promoting illegal pyramid selling schemes or unlawful gambling or gaming activities;

(c) that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(d) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(e) that intentionally or unintentionally violates any applicable local, state, federal or international law, including, but not limited to, regulations promulgated by the UK Government;

4.1.7. The rights of others

(a) which infringes DigiMedia360 or any other person’s rights (including intellectual property rights and moral rights);

(b) “stalk” or otherwise harass any person.

(c) which constitutes a misuse of DigiMedia360’s or any other person’s confidential information; or

(d) which results in a breach by you of any obligation that you owe to any person.

4.2. What you cannot use the service to do

You are not authorised to access DigiMedia360’s computer systems or networks for any purpose other than to use the Service in accordance with these TOS.

You must not:

4.2.1. Interfering with services and systems

(a) interfere with the proper operation of the Service or any other part of DigiMedia360 systems;

4.2.2. Newsgroups, forums and chat rooms

(a) use the Service to contribute to, or participate in, a Newsgroup, forum or chat room in a way that has an adverse effect on the proper operation of those Newsgroups, forums and chat rooms.

 

You must not use the Service, attempt to use the Service or allow the Service to be used:

4.2.3. Commercial Messages

(a) to send, or cause to be sent a commercial electronic message without prior opt-in.

(b) to send, or cause to be sent a designated commercial electronic message without prior opt-in.

(c) to engage in eMarketing activity without prior opt-in.

4.2.4. Virus, denial of service attacks

(a) in connection with any program (including a virus, Trojan horse, worm, cancelbot, time bomb), or activity (including a Denial of Service attack), that is designed to provide or allow any form of unauthorized control of, or result in an adverse effect on, a computer, a network or data (whether the computer, network or data is DigiMedia360’s or anyone else’s);

4.2.5. Open relay and port probing

(a) to access or use DigiMedia360’s or anyone else’s systems, networks or data (including through open relay, port probing and the use of packet sniffers) without consent, regardless of whether or not such access or use has any adverse effect on the system, network or data;

4.3.6. Impersonating

(a) to impersonate any person or entity, including, but not limited to, a DigiMedia360 official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(b) to create or alter in any way and by any means, the contents of an electronic message for the purpose of making the message appear to come from someone other than you, DigiMedia360, or the relevant electronic account-holder; or

(c) to create the contents of an electronic message making the message appear to come from someone other than you, where you are not a user authorized to send that message on behalf of the relevant electronic account-holder.

5. DigiMedia360 CONDUCT

You acknowledge that DigiMedia360 and its designees:

(a) are not required to, but may, screen and filter Content in order to monitor compliance with the TOS.

(b) shall have the right (but not the obligation) in their sole discretion to refuse any Content that is available via the Service.

(c) without limiting the foregoing, shall have the right to remove any Content that violates the TOS or is otherwise objectionable.

You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by DigiMedia360 or submitted to DigiMedia360. You acknowledge and agree that DigiMedia360 may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

(a) comply with legal process;

(b) enforce the TOS;

(c) respond to claims that any Content violates the rights of third-parties; or

(d) protect the rights, property, or personal safety of DigiMedia360, its users and the public.

You understand that the technical processing and transmission of the Service, including your Content, may involve:

(a) transmissions over various networks; and

(b) changes to conform and adapt to technical requirements of connecting networks or devices.

6. CONTENT SUBMITTED

6.1 DigiMedia360 does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant DigiMedia360 the following world-wide, royalty free and non-exclusive license(s), as applicable: “Publicly accessible” areas of the Service are those areas of the DigiMedia360 that are intended by DigiMedia360 to be available to the general public. By way of example, publicly accessible areas of the Service would include the DigiMedia360 Feedback. However, publicly accessible areas of the Service would not include portions of DigiMedia360 that are limited to members.

6.2 DigiMedia360 will never resell your stored data. Your personal details, your uploaded contact information, your captured mobile numbers will all be kept safe on our secure servers housed at Rackspace in Docklands, London. If we were to resell your data not only would we lose our DPA status, but also all our customers and reputation!

7. INDEMNITY

You agree to indemnify and hold DigiMedia360, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

8. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

9. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that DigiMedia360 may establish general practices and limits concerning use of the Service, including without limitation the maximum size of any message that may be sent from or received by an account on the Service, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that DigiMedia360 has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that DigiMedia360 reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that DigiMedia360 reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

10. MODIFICATIONS TO SERVICE

DigiMedia360 reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that DigiMedia360 shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. This includes assigned mobile telephone numbers and keywords.

11. TERMINATION

You agree that DigiMedia360, in its sole discretion, may terminate your use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if DigiMedia360 believes that you have violated or acted inconsistently within the letter or spirit of the TOS. DigiMedia360 may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice. Further, you agree that DigiMedia360 shall not be liable to you or any third-party for any termination of your access to the Service.

12. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that DigiMedia360 shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

13. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because DigiMedia360 has no control over such sites and resources, you acknowledge and agree that DigiMedia360 is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that DigiMedia360 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

14. Disclaimer of warranties

You expressly understand and agree that:

(a) your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis. DigiMedia360 expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

(b) DigiMedia360 makes no warranty that

(i) the service will meet your requirements,

(ii) the service will be uninterrupted, timely, secure, or error-free,

(iii) the results that may be obtained from the use of the service will be accurate or reliable,

(iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your   expectations, and

(v) any errors in the software will be corrected.

 

(c) any material obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damage to your mobile telephone or loss of data that results from the download of any such material.

(d) no advice or information, whether oral or written, obtained by you from DigiMedia360 or through or from the service shall create any warranty not expressly stated in the TOS.

15. LIMITATION OF LIABILITY

You expressly understand and agree that DigiMedia360 shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if DigiMedia360 has been advised of the possibility of such damages), resulting from:

(a) the use or the inability to use the service;

(b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service;

(c) unauthorized access to or alteration of your transmissions or data;

(d) statements or conduct of any third party on the service; or

(e) any other matter relating to the service.

16. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of sections 14 and 15 may not apply to you.

17. SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS

If you intend to create or join any service, receive or request any news, messages, alerts or other information from the Service concerning companies, stock quotes, investments or securities, please read the above Sections 14 and 15 again. They go doubly for you. In addition, for this type of information particularly, the phrase “Let the investor beware” is apt. The Service is provided for informational purposes only, and no Content included in the Service is intended for trading or investing purposes. DigiMedia360 and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any trading or investment decisions made based on such information.

18. NOTICE TO CHANGES IN SERVICES AND TERMS

Notices to you may be made via either email or regular SMS. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.

DigiMedia360 Ltd expressly reserves the right, in its sole and absolute discretion, to alter and/or amend any criteria or information set out in these terms and conditions or any information on the DigiMedia360 web site without prior notice.

DigiMedia360 Ltd reserves the right to change and amend the prices and rates quoted on its website without any notice.

You undertake to check the DigiMedia360 Ltd website (www.DigiMedia360.co.uk) frequently and to acquaint yourself with the changes and/or amendments in the information supplied on the web site.

You should regularly verify which networks are covered. Changes may occur as to which networks are covered.

19. TRADEMARK INFORMATION

DigiMedia360, the DigiMedia360 logo, other DigiMedia360 logos and product and service names are trademarks of DigiMedia360 (the “DigiMedia360 Marks”). Without DigiMedia360’s prior permission, you agree not to display or use in any manner, the DigiMedia360 Marks.

20. GENERAL INFORMATION

The TOS constitute the entire agreement between you and DigiMedia360 and govern your use of the Service, superseding any prior agreements between you and DigiMedia360. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The TOS and the relationship between you and DigiMedia360 shall be governed by the laws of the UK without regard to its conflict of law provisions. You and DigiMedia360 agree to submit to the personal and exclusive jurisdiction of the courts located within the UK. The failure of DigiMedia360 to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any regulation or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, whether in whole or in part, the enforceability of the remainder of this Agreement shall not be affected.

Any waiver, concession or extra time DigiMedia360 may allow You are limited to the specific circumstances in which it was given. It does not affect DigiMedia360’s rights under this Agreement in any other way.

This Agreement shall constitute the complete and exclusive agreement between You and DigiMedia360 in relation to the Service. While DigiMedia360 reserves the right to modify this Agreement at any time, the terms and conditions contained in this Agreement may not be modified by You unless both You and an authorised representative of DigiMedia360 execute a separate written agreement.

Any disputes arising as a consequence of this agreement shall be determined in accordance with the English law and the non-exclusive jurisdiction of the English Court.

The ability to receive text messages to Your mobile phone is dependent on individual mobile operator agreements and subscriptions.

21. VIOLATIONS

If you believe any Materials are placed on or are transmitted via the Service are in violation of the TOS or any party’s rights, you may notify DigiMedia360 by providing the requested information noted in (a) – (d) below. DigiMedia360 shall only use such information in accordance with its Privacy Policy and as reasonably necessary to investigate any claims in relation to the allegedly infringing Material:

(a) Complainant’s full name and, if applicable, name of complainant’s business entity;

(b) Complainant’s mailing address, daytime telephone number, facsimile number and email address;

(c) Description or identification of the allegedly infringing Material;

(d) Basis for asserting ownership of or exclusive license to Material;

Please email this information to info@DigiMedia360.com clearly marked “Infringement Notification”.

22. DigiMedia360 PRIVACY POLICY

Any customer information collected about you shall only be disclosed to third parties in accordance with the DigiMedia360 Privacy Policy. For more information, see our full privacy policy

 

 

DATA – Terms & Conditions

1. GENERAL

In so far as the context admits these terms and conditions are deemed to be incorporated into any agreement entered into with DigiMedia360 for the provision of list rental services

2. DEFINITIONS

In this Agreement the following expressions shall have the following meanings:-

“this Agreement” means the terms and conditions set out hereunder

“the Client” means the individual firm or limited company specified to whom the Services are to be provided

“the Information” means any information (in whatsoever form) (including without limitation any list of names and addresses of individuals and/or businesses) contained in the Media

“the Media” means the records, tapes or other materials and documents by which the Information is communicated to the Client

“the Services” means the Media and the services to be provided by DigiMedia360 in accordance with this Agreement (details of such services being set out below)

“the User” means that individual firm or limited company or other party as may be specified below that is to use the Services

“Bureau” means any third party which is responsible to the Client and/or the User and which is to assist the Client and/or the User in using the Services

3. CONTRACT TERMS

Subject to Clause 17 hereunder this Agreement and any other agreement between DigiMedia360 and the Client shall be upon the terms and subject to the conditions set out below to the exclusion of any other terms and conditions whether or not the same are endorsed upon delivered with or referred to in the order or any other document delivered sent or otherwise disclosed by the Client to DigiMedia360. The Client has not relied upon any representations or warranties by DigiMedia360 save as expressly provided in this Agreement

4. PAYMENT OF CHARGES

4.1 The charges payable for the Services (“the Charges”) shall be as specified below

4.2 DigiMedia360 may at its option requirethecharges to be paid (either in full or part) beforetheServices are provided totheClient but otherwisetheCharges shall be due and payable to DigiMedia360 within 14 days ofthedate of DigiMedia360’s invoicetherefore.

4.3 We reserve the right to apply a late payment fee to invoices exceeding our standard 14 day terms. (Whether before or after any judgment)

4.4 Unless expressly stated otherwise the Charges shall be exclusive of VAT (which for the avoidance of doubt shall be payable at the prevailing rate by the Client in accordance with the terms and conditions hereof).

4.5 The Client shall have no right of set-off against DigiMedia360 in respect of any claims it may have against DigiMedia360 (whether in connection with this Agreement or otherwise).

4.6 Additional charges shall be payable for any additional services which the Client requires DigiMedia360 to provide subsequent to any quotation given by DigiMedia360.

4.7 All delivery and handling charges shall be payable by the Client.

4.8 In the event that DigiMedia360 agrees to supply the Information for the purpose of deduplication against other data held by the Buyer and on the basis that the Buyer shall only pay a proportion of the price reflecting the “Net Names” actually used, any claim for credit for the unused portion of the Information

4.8.1 must be made within a period not exceeding four months from the date of delivery, unless otherwise agreed in writing by DigiMedia360; and

4.8.2 must be supported by a deduplication report or certificate from a recognised data processing bureau or other independent agency approved by DigiMedia360.

5. QUOTATIONS

5.1 Any quotations made by DigiMedia360 are made on the basis that all services quoted for will be ordered and in accordance with costs prevailing at the time of quotation. Quotations and the Charges are subject to amendment at DigiMedia360’s discretion on or at any time after acceptance in order to meet any increase in such costs (due to whatsoever cause)

5.2 DigiMedia360 may correct any charges payable under this Agreement and invoices in respect thereof where typographical clerical or other errors have been made

6. COPYRIGHT

Property and the copyright (and all other intellectual property rights) in the Media and the Information (other than any information which was passed to DigiMedia360 by the Client in connection with the Services or which has been obtained from any third party by DigiMedia360) shall at all times remain vested in DigiMedia360

7. CONFIDENTIALITY

7.1 The Client undertakes:-

7.1.1 that it shall not (without the prior written consent of DigiMedia360) re-use copy reproduce publish or transmit the Information (or any part thereof) in any manner whatsoever

7.1.2 that it shall not disclose communicate or make available the Information or any confidential information (as defined hereunder) to any third party Provided always that the Client shall be permitted to disclose the Information to any User and/or Bureau specified in this Agreement solely in accordance with Clause 8.4 hereunder

7.2 For the purposes of sub-clause 7.1.2 hereof the expression “confidential information” shall mean (as the context may require)

7.2.1 any information concerning DigiMedia360’s trade secrets or business dealing transactions or affairs which may come to the notice of the Client and/or

7.2.2 any information or know-how relating to the methods or techniques used by DigiMedia360 in devising and developing the Services and any tapes documents or other materials comprising any part of such information and/or know-how made available by DigiMedia360 hereunder

7.3 The provisions of sub-clause 7.2 hereof shall not apply to any confidential information to the extent that the Client is required to divulge the same by a Court tribunal or governmental authority with competent jurisdiction

8. USAGE

8.1 IftheClient has ordered single use oftheInformation it shall usetheInformation once only and within 3 months of being supplied by DigiMedia360. IftheClient has ordered multiple use oftheInformationtheClient may usetheInformation a maximum amount of 4 times within 12 months of being supplied by DigiMedia360. Irrespective of single or multiple usetheClient shall only usetheInformation forthepurpose specified to DigiMedia360 in accordance with sub-clause 8.2 hereunder Provided thattheClient shall be entitled to usetheInformation subsequently in respect only of those individuals and/or businesses which become bona fide customers oftheClient as a result of a mailing carried out usingtheInformation and in accordance with this Agreement. The Information istherefore not allowed to be integrated into anyCRMsystem or any other database owned bytheclient.

8.2 It is a condition of the provision of the Services that prior to such provision the Client shall specify in writing to DigiMedia360 the full name and address of the User and the Bureau and such information concerning such User and Bureau as DigiMedia360 shall reasonably require together with the estimated date upon which the Information is intended for use and the purposes of such use.

8.3 A reasonable time prior to such use the Client shall provide to DigiMedia360 a sample of all promotional material to be delivered to any and all names and addresses included within the Information and the Client further expressly agrees that it shall not send out any promotional material if so required by DigiMedia360.

8.4 Subject always to sub-clause 8.1 above the Client may use the Information for the bona fide business purposes of the User and may provide the Information to the User and/or Bureau solely for such purposes to be carried out but the Client shall procure that the User and the Bureau shall (where the context so admits) fully comply with the obligations of the Client under this Agreement as if they were each a party hereto (without limitation including the provisions of Clause 7.1 hereof) and shall supply the User and Bureau with a copy of these terms and conditions

8.5 The Information will contain a number of check names and addresses in order to monitor the usage and to ensure that the Information is used in accordance with this Agreement

8.6 The Client agrees that (and shall procure that the User and/or Bureau shall agree that) DigiMedia360 shall be entitled to publicise or disclose to third parties the existence of or the outline of the subject matter of this Agreement

8.6.1 Where the Information is used in contravention of the provisions of the Agreement the Client shall be liable to pay DigiMedia360 a sum equivalent to the value of the Charges on each occasion that the Information is so used which sum shall be payable in accordance with the provisions of Clause 4.2 above

8.6.2 Client expressly agrees and acknowledges that the provisions of sub-clause 8.6.1 above shall operate by way of liquidated damages and are a genuine pre-estimate of DigiMedia360’s loss in such circumstances

8.7 All computer tapes must be returned to the address specified on the tape within one month of completion of the mailing

9. LIMITATION OF LIABILITY

9.1 While all reasonable endeavors will be made to provide the Services in accordance with any delivery dates or manner specified and to ensure that the Information is accurate DigiMedia360 does not warrant the accuracy or fitness for any particular purpose of the Information (or any part thereof) and nor does it warrant or guarantee the results of any mailing and DigiMedia360 shall not be liable to the Client for any loss damage costs or expenses suffered or incurred by the Client (and/or the User and/or the Bureau) by reason of the Services not being provided on the said dates or the said manner or any Information being inaccurate or in the event of any defect in or failure of any mailing

9.2 Without prejudice to any other provision contained in this Agreement

9.2.1 DigiMedia360 shall not be liable (whether in contract or in negligence or other tort or otherwise) for any indirect or consequential loss of any kind whatsoever (including without limitation loss of profit or loss of business) suffered by the Client (and/or the User and/or the Bureau) as a result of or arising out of the use of the Services or otherwise in connection with this Agreement

9.2.2 DigiMedia360’s maximum aggregate liability hereunder whether for breach of this Agreement or otherwise and whether or not arising from the negligence of DigiMedia360 or any other person involved directly or indirectly in the provision of the Services shall not exceed an amount equal to the Charges (exclusive of VAT) payable to DigiMedia360 hereunder in respect of the particular mailing the subject of such breach or other claim

9.3 The provisions of sub-clauses 9.1 and 9.2 above shall not apply to any liability in respect of death or personal injury arising out of the negligence of DigiMedia360 its servants or agents

9.4 The Client hereby expressly agrees that time shall not be of the essence in relation to DigiMedia360’s obligations under this Agreement and that upon leaving the premises of DigiMedia360 the Media shall be at the risk of the Client

10. INDEMNITY

The Client shall indemnify and keep indemnified DigiMedia360 from and against any and all liability loss claims demands costs or expenses of any kind whatsoever which it shall at any time suffer or incur

11. STATUTORY REQUIREMENTS

11.1 The Client undertakes that it shall not use the Information for any unlawful purpose and that at all times it shall comply fully with all relevant statutory requirements and regulations from time to time in force (including without limitation the provisions of the Data Protection Act 1984 and 1998 in so far as the provisions are applicable)

11.2 The Client undertakes to work within all of the relevant codes of practice for the advertising industry including without limitation. “The British Code of Advertising Practice”, “The British Code of Sales Promotion Practice” and “The Advertising Associations “Standards of Practice” in List and Database Management (as such codes are amended and re-drafted from time to time)

12. EXCLUSION OF WARRANTIES AND REPRESENTATIONS

Save as expressly provided in this Agreement or to the extent that it is unlawful for any said representations, terms, warranties or conditions to be excluded DigiMedia360 makes or includes no representations, terms, warranties or conditions (whether express or implied (by statute or otherwise) in connection with the Services or use thereof by the Client and/or User and/or Bureau or otherwise in connection with the Agreement)

13. TERMINATION

13.1 DigiMedia360 shall be entitled to terminate this Agreement immediately by written notice to the Client if:-

13.1.1 The Client is guilty of any material breach of the provisions of this Agreement

13.1.2 The Client has had a bankruptcy order made against it or has made an arrangement or composition with its creditors or (being a body corporate) has had convened a meeting of creditors (whether formal or informal)or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation or has a receiver manager administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution has been passed or a petition presented to any Court for the winding-up of the Client or for the granting of an administration order in respect of the Client or any proceedings have been commenced relating to the insolvency of the Client

13.2 The termination of this Agreement shall be without prejudice to the rights of DigiMedia360 accrued prior to such termination or any provision which by its terms is intended to survive the termination of this Agreement (including without limitation Clause 6 and Clause 9 hereof)

14. FORCE MAJEURE

Notwithstanding anything herein contained neither party shall be under any liability to the other in respect of any failure to perform or delay in performing any of its obligations hereunder which is due to any cause of whatsoever nature beyond its reasonable control and no such failure or delay shall be deemed for any purpose to be a breach of this Agreement

15. ASSIGNMENT AND SUB-CONTRACTING

The rights granted to the Client hereunder are personal to it and the Client shall not assign or grant any rights in respect of or otherwise deal in the same DigiMedia360 shall be entitled to assign or sub-contract the provision of the Services (or any part thereof) to any third party and reference in the terms and conditions to DigiMedia360 shall be deemed to include reference to such assignee or sub-contractor

16. WAIVER

Failure or delay by either party to enforce any of the provisions of this Agreement shall not operate as a waiver of any of its rights hereunder or operate so as to bar the exercise or enforcement thereof at any time or time

17. VARIATION

This Agreement constitutes the whole of the terms agreed between the parties hereto in respect of the subject matter hereof and supersedes all previous negotiations understandings or representations and shall be capable of being varied only by an instrument in writing signed by a duly authorised representative of each of the parties hereto

18. SEVERANCE

This Agreement is severable in that if any provision hereof is determined to be illegal or unenforceable by any Court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of this Agreement

19. CANCELLATIONS

No cancellations will be accepted after instructions to commence output have been issued by DigiMedia360. In the event that DigiMedia360 accepts cancellation of this order 75% of the order value will be payable by the Buyer.

20. LAW

This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree that the English Courts shall have exclusive jurisdiction. By accepting this Confirmation of Order the Buyer agrees to use the services and/or data upon and subject to the payment details above and the terms and conditions above.