Data Report Terms & Conditions
Last updated 14th of July, 2023
In these Conditions the following words have the following meanings:
"Act" – means the Data Protection Act 1998, Data Protection Directive 95/46/EC and the Privacy and Electronic Communications [EC Directive] Regulations 2003 [as well as any amendments or replacements thereof, including any legislation implementing EC Directives 97/66/EC and 2002/58/EC];
“Client” the recipient of Leads, and for the avoidance of doubt can include Agencies operating on behalf of their clients that will use the Leads acquired;
"Conditions" – means the Terms and Conditions set out in this document and any special terms and conditions (if any) agreed in e-mail or letter between Ship Shape and the Client;
"Confidential Information" – means all confidential information whether oral, written or in any other form including without limit any material containing or consisting of material of a technical, operational, administrative, economic, marketing, planning, business or financial
nature and relating to either party including the existence and the contents of these Conditions and the Client Leads but excluding any information which is in the public domain or which comes in to the bona fide possession of a party by other lawful means;
"Contract" – shall have the same meaning as establishing in writing lead criteria, price and agreeing these terms;
“Data Report” - means a consolidated report of Leads that meets criteria as agreed in writing between the Client and Ship Shape;
"Delivery Method" – means delivery to You of the Data Report however such delivery is effected on the contractually agreed dates. The data will be sent unencrypted in an email, or via a Ship Shape web service, unless otherwise contractually agreed;
"Fee" – means the fee to be paid to Ship Shape;
"Leads" – means unless otherwise stated, end-user data and subsequently enriched data in the agreed form as demonstrated in the example and varied in agreement with the Client;
"Personal Data" – means the personal information of the consumer [as that term is defined in the Act] contained in the Ship Shape database;
"Ship Shape" – Ship Shape Search Limited, a limited company incorporated in England and Wales (registration number 12762842) having its registered office at Cardigan House, Castle Court, Ship Shape Search Ltd C/O Bevan Buckland, Swansea, Wales, SA7 9LA doing business as Ship Shape;
"You"/"Client" – Ship Shape's client for the provision of Services as specified in the Data Report.
2. Statute / Statutory Provision
2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
3. Data Report Terms
3.1 The Client will agree with Ship Shape, in writing, the criteria to be applied to Ship Shape Leads in order to generate the Data Report
3.2 Ship Shape will generate the Data Report in accordance with the criteria generated in (3.1).
3.3. Upon payment by the Client, Ship Shape will release the Data Report.
3.4 The Data Report will be transmitted by either unencrypted email or via a Ship Shape web service unless agreed in writing between the Client and Ship Shape.
4.1 All leads we supply are subject to validation checks to ensure they are valid and meet the Client’s requirements. However we cannot guarantee 100% accuracy as data is subject to change outside of our control. Please note that data changes may occur between the time that the Data Report is created and the time that the Lead is provided. The Client accepts that Ship Shape Leads are generated using self reported data provided to Ship Shape by its Users and may therefore include duplicate Leads.
4.2 The Client accepts that Ship Shape shall not be liable for any loss or damage suffered by the Client as a result of late delivery of the Data Report.
5.1 Ship Shape follows the principles of the General Data Protection Regulation (GDPR).
5.2. Web lead data supplied by Ship Shape meets following regulatory requirements:
- the individuals listed will have given clear consent for you to process their personal data for the specific purpose as detailed within our terms and conditions
- the data has been collected lawfully for those specific and legitimate reasons
- the data is, to the best of our ability, accurate and up to date
5.3 Any indication of likely response rates are strictly 'best estimates' made in good faith and based on Ship Shape's experience and confidential historical data. As such, Ship Shape cannot be held liable for performance of the media either above or below any verbal or written estimates of likely response rates.
5.4 Ship Shape will pass on all qualifying Leads received, but cannot give any warranty as to the quality of Leads generated, or be liable for any claims arising.
5.5 You the Client must examine the Data Report on Delivery and if there are any errors which may include duplications in the Leads. You must notify us in writing within 10 working days of Delivery, failing which you will be deemed to have accepted the Leads. You must provide us with a unique email address and an accompanying reason when notifying us of any errors in the Leads.
6. Exclusion and Limitation of Liability
6.1 Ship Shape's maximum aggregate liability under or in connection with the Contract and/or any Order Confirmation, whether in contract, tort including negligence or otherwise, shall in no circumstances exceed a Credit amount equal to the price paid hereunder in respect of the Services.
6.2 Subject to Clause 6.3 and 6.4, Ship Shape shall not be liable under the Contract or any collateral contract for any loss of income or loss of profits or loss of contracts, or loss of data or for any special, indirect or consequential loss, damages, costs, charge or expenses of any kind howsoever arising and whether caused by tort including negligence, breach of contract or otherwise.
6.3 These Conditions set forth the full extent of Ship Shape's obligations and liabilities hereunder. All conditions, warranties and other terms implied by statute or common law or otherwise are, hereby excluded to the fullest extent permitted by law.
6.4 Nothing in these Conditions limits or excludes the liability of Ship Shape:
6.4.1 For death or personal injury resulting from negligence; or 6.4.2 for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Ship Shape.
7. Client Warranty
7.1 The Client warrants that all information provided in respect of its participation:
7.1.1 Complies with the requirements of all legislation current at the time of publication including where relevant the Data Protection Act 1998 and the Financial Services Act 2001;
7.1.2 Complies with all relevant Codes of Practice including the British Code of Advertising and Sales Promotion Practices and all other codes under the general supervision of the Advertising Standards Authority together with the Direct Marketing Association [UK] Limited codes of practice current at the time of the publication;
7.1.3 Are not defamatory or otherwise illegal;
7.1.4 does not infringe any other party's intellectual property rights including copyright and the Client shall indemnify and keep Ship Shape fully indemnified against all costs, losses, damages, claims and liabilities suffered or incurred by Ship Shape as a result of any breach or third party claim.
7.2 The Client shall at all times consult with Ship Shape in respect of its defence to any breaches of Clause
8.1 The Client agrees to pay Ship Shape the Fee for each Data Report provided to the Client by Ship Shape in advance of the Data Report.
8.2 the price of the Data Report will be agreed in writing between the Client and Ship Shape and may be varied in writing with confirmation from the Client and Ship Shape.
8.3 Unless otherwise agreed by Ship Shape in writing, all prices are exclusive of VAT, which shall be charged at the rate, and in the manner prescribed by law from time to time.
9. Returns Policy
9.1 All data supplied by Ship Shape is non refundable. Due to the nature of the product, once data has been supplied it cannot be returned, replaced or refunded.
10. Materials and Intellectual Property
10.1 All copyright and other intellectual property rights in or arising out of or in connection with the Services shall vest absolutely in and shall be the sole and exclusive property of Ship Shape. The Client agrees to execute all documents and take all further actions necessary to give effect to the terms of this Clause 11.1.
10.2 All materials, artwork, printed materials and other property of the Client or supplied to Ship Shape by or on behalf of the Client are held by Ship Shape at the sole risk of the Client and the Client shall make its own insurance arrangements against loss or damage from whatever cause.
10.3 Data Reports generated by Ship Shape for the Client are jointly owned by both parties indefinitely in accordance with best policies as advised by the DMA and Information Commissionaire subject to a 45 day Client industry specific exclusivity period.
11. Force Majeure
11.1 Ship Shape shall not be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control ("Event of Force Majeure"), including without limitation governmental action, war, civil commotion, fire, flood, labour dispute, act of God or the cessation, obstruction or delay of postal services, failure of internet services and internal information technology or other distribution method including inserting into a Partner publication.
11.2 As soon as reasonably practicable after becoming aware of any Event of Force Majeure, Ship Shape shall notify the Client of the manner and extent to which its obligations are likely to be prevented or delayed and the date[s] for performance of the affected obligations shall be postponed for so long as is made necessary by the Event of Force Majeure. During the period of postponement, Ship Shape shall use its reasonable endeavours to minimise the effects of any Event of Force Majeure.
11.3 If the performance of the Services and/or the delivery or dispatch of any item is delayed due to an Event of Force Majeure, such delay shall not have the effect of discharging the Client's payment obligations with respect to the Services and/or items.
12.1 The Contract may be terminated by either party with immediate effect. Termination notice must be delivered by email.
13. Assignment and Subcontracting
13.1 Ship Shape may at any time assign, transfer, charge, subcontract, delegate or deal in any other manner with all or any of its rights or obligations under the Order Confirmation.
13.2 The Client shall not, without the prior written consent of Ship Shape, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Order Confirmation.
14.1 In relation to all obligations of the Client under the Order Confirmation the time of performance is of the essence.
14.2 Any notice or other communication required to be given to a party under or in connection with the Order Confirmation shall be in writing and shall be delivered to the other party by email.
14.3 If a court or any competent authority finds that any provision of these Conditions is invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.
14.4 Nothing in these Conditions or any Order Confirmation is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute either party the agent of the other for any purpose. No party shall have the authority to act as agent for, or to bind, the other party in any way.
14.5 A person who is not a party to the Order Confirmation Form shall not have any rights under or in connection with it.
14.6 Each party acknowledges that, in entering into the Order Confirmation (and any document referred to in it) it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether made negligently or innocently) other than expressly set out in the Order Confirmation .
14.7 These Conditions and any Contract shall be governed by and construed in accordance with the Laws of England & Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England & Wales provided that Ship Shape shall have the right, as claimant, to initiate proceedings against the client in any court of competent jurisdiction.