Order Terms Resellers
Version 01 October 2024
Provided by Selectabase Ltd, The Archive Centre, Honeywood Road, Dover, CT16 3EH (the “Supplier”).
RESELLER AGREEMENT in respect of SELECTABASE MARKETING DATA (the ‘Agreement’)
This Agreement is made between:
| ‘Supplier’ | ‘Reseller’ | |
| Full company name | SELECTABASE Limited | As per the Customer Order Form |
| Registered Office (or, if applicable, principal place of business) | The Archive Centre Honeywood Road Dover, Kent CT16 3EH | |
| Company number, if applicable | 5234487 |
This Agreement comprises the following:
(i) Customer Order Form;
(ii) The Reseller Special Terms and Conditions (the ‘Reseller Special Terms’);
(iii) The Reseller Terms & Conditions Supplement (the ‘Supplement’); and
(iv) Supplier Terms and Conditions (the ‘Terms and Conditions’).
The Reseller acknowledges that it has read and understood the Terms and Conditions and agrees to be bound by them as varied by the Reseller Special Terms and the Supplement.
RESELLER SPECIAL TERMS AND CONDITIONS
Contractual Provisions
1. Services
The Supplier agrees to provide marketing data (the “Data”), as detailed below, for resale by the Reseller in accordance with the terms of this Agreement. The Data will comprise the following:
- Consumer Data
- Business Data
2. Permitted Purpose
The Services will be utilised in one or more of the following products as specified on the Customer Order Form:
- Selectabase Prospect Download
- Basic Branded (simple logo top & tail) version of Prospect Download
- Full Branded (white label) version of Prospect Download
The Reseller is permitted to provide the Data to its customers via the above Reseller Products but shall procure that its customers do not sell, transfer, sub-license, distribute, commercially exploit, or otherwise make available or use the Services or Data for the benefit of any third party without the written consent of the Supplier.
The Services or Data may not be used for any other purpose, including within any new product or product enhancement, without prior written agreement from the Supplier.
3. Basis of Appointment – Non-Exclusivity
The Reseller’s appointment is non-exclusive, allowing the Supplier to appoint any other person as a reseller, distributor, or agent for the Services and Data in the EU and elsewhere.
4. Territory
The Territory shall be: The European Union (EU). The Reseller is only entitled to resell the Services and Data within this Territory.
5. Marketing and Branding
The Reseller must observe all reasonable directions and instructions given by the Supplier in relation to the promotion and marketing of the Services and Data, including dealings with end users and prospective customers.
6. Personnel
Both parties agree not to solicit or hire employees from the other party involved in this Agreement for the Term and for 12 months thereafter, unless those employees respond to a public job advertisement.
Data Usage and Security
7. Data Usage Restrictions
The Reseller must ensure that Data is used solely for internal business purposes by the Customer or End User and that it is not transmitted or revealed to any individual or entity not employed by the Customer or End User. Specifically, the Data must not be used for:
- Bureau services for any third party
- On laptops or portable devices (except as provided in clause 5 below)
- Assessing creditworthiness or tracing debtors
- Sublicensing, selling, or disclosing to third parties acting as credit reference agencies
- Marketing to individuals under 18 years of age
8. Use on Portable Devices
The Supplier may permit End Users to use the Data on laptops or portable devices provided that the Reseller ensures:
- End Users implement robust encryption protection (minimum AES-256)
- The encryption requirement is included prominently in the agreement between the Reseller and End User
- A reminder of the encryption requirement is included with each Data download
- Downloads are limited to 50,000 records at a time
- An audit clause is included in agreements with End Users, granting the right to audit compliance with these requirements
9. Updates to Data
The Supplier may, at its cost, update the Data and will make such updates available to the Reseller for commercial release. The Reseller must implement these updates immediately. All updates form part of the Data governed by this Agreement.
10. End User Licence Terms
The Reseller must ensure that End Users enter into a binding agreement replicating the terms of Clause 3 of the Terms and Conditions and Paragraphs 4, 5, and 6 of the Reseller Special Terms. No Data or Services may be provided to any End User or third party until they are bound by these End User Licence Terms.
Indemnities and Audits
11. Indemnity
The Reseller agrees to fully indemnify the Supplier against all claims and losses suffered as a result of any End User’s failure to comply with the End User Licence Terms.
12. Additional Audit Rights
The Supplier reserves the right to audit the Reseller’s premises and records (in whatever format) to verify compliance with this Agreement, with reasonable notice and during working hours. Any discrepancies found during audits must be addressed immediately.
Data Changes and Replacement Variables
13. Replacement Variables
If the Reseller requests new or replacement Data variables, the Supplier may supply them at its sole discretion and negotiate the fees for such variables. Should the Supplier not hold such variables or be unable to supply them at a reasonable commercial rate, it has no obligation to provide them.
Publicity and Use of Supplier Trade Marks
14. Public Announcements
The Reseller may not make public announcements about this Agreement without the Supplier’s written consent, except as previously agreed in writing.
15. Supplier Trade Marks
The Reseller is not permitted to use the Supplier’s trade marks (including the name “Prospect Download”) in any promotional material without prior written consent. All intellectual property rights in the Supplier’s trade marks remain with the Supplier.
Regulatory Framework and Suspension of Services
16. Regulatory Compliance
The Reseller acknowledges that certain data provided is subject to statutory provisions, regulations, codes of practice, and principles relating to personal data. The Supplier reserves the right to suspend Services if compliance with such regulatory frameworks is not possible.
SPECIAL TERMS AND CONDITIONS RELATING TO CONSUMER DATA
17. Permitted Purpose
The Reseller may only supply Data extracts of up to 50,000 records per Customer Order without prior written approval from the Supplier. Such extracts may be marketed and rented to Customers under the conditions set out in this Agreement.
18. End User Licence for Consumer Data
End Users must use extracts within three months of receipt unless the data is cleansed or multiple usages have been agreed. The Supplier may include check names and addresses within the Data to monitor compliance.
19. Indemnity for Consumer Data
The Reseller agrees to fully indemnify the Supplier for any losses resulting from an End User’s failure to comply with the terms of the Consumer Data licence.
SPECIAL TERMS AND CONDITIONS RELATING TO BUSINESS DATABASE
20. Business Database Restrictions
The Reseller may not supply more than 500,000 records in aggregate to any End User or its Group Companies in any 12-month period. The Reseller is also restricted from reselling substantially all of the Services to any End User.
RESELLER TERMS & CONDITIONS SUPPLEMENT
21. Appointment and Term
The Supplier authorises the Reseller to resell the Services and Data within the Territory. This Agreement commences on the date stipulated in the Customer Order Form and continues as specified, unless terminated.
22. Obligations and Warranties
The Supplier agrees to supply the Services in accordance with the Customer Order Form, using reasonable care and skill. The Reseller agrees to diligently market and promote the Services within the Territory, and not to harm the Supplier’s reputation.
Both parties warrant that they have the necessary licences and permissions to fulfil their obligations under this Agreement.
23. Licence and Use
The Supplier grants the Reseller a non-exclusive licence to use the Data and Services in the Territory during the Initial Term, subject to the restrictions outlined in this Agreement. This licence will expire upon termination of the Agreement.
24. Third Party Claims
The Reseller must indemnify the Supplier against any claims made by third parties alleging infringement of intellectual property rights in connection with the Reseller’s use of the Data.
25. Assignment and Sub-Contracting
The Reseller may not assign or sub-contract its obligations under this Agreement without the Supplier’s written consent.
General Provisions
26. Governing Law
This Agreement is governed by the laws of England and Wales, with the parties submitting to the exclusive jurisdiction of the English courts for any disputes.
27. Entire Agreement
This Agreement sets out the entire understanding between the parties and supersedes all prior agreements. Any variations must be in writing and signed by both parties.
