Data Report Terms & Conditions

Ship Shape Search Limited Data Leads Agreement

These Terms of Use constitute a legally binding agreement made between your organisation (the "Client", or "you") and Ship Shape Search Limited, a limited company incorporated in England and Wales (registration number 12762842) having its registered office at Cardigan House, Ship Shape Search Ltd C/O Bevan Buckland Lip, Castle Court, Swansea Enterprise Park, Swansea, Wales, SA7 9LA doing business as Ship Shape (the "Provider", "Ship Shape"' "we"' "us" or "our").

All rights and benefits granted to Client under this agreement extend to and may be exercised and enjoyed by Client, as well as any and all of Client’s parent companies and its and their present and future affiliates and subsidiaries. 

 

Definitions

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];

“Affiliate” - means any entity that from time to time controls, is controlled by, or is under common control with, directly or indirectly, a party whether through the direction of the management, policies or operations of an entity, through ownership of voting securities, by contract or otherwise or the ownership of or the power to vote, at least 50% of the voting stock, shares or interests in any such entity.  

“Auction” - means the purchasing of a Data Report from Ship Shape via the means of competitive auction.

“Automated Bidding” - means that the Client will provide criteria with which Ship Shape will assess leads. Upon completing this assessment Ship Shape will enter those Bids into auction without any further client confirmation. For any winning Bids Ship Shape may collect payment automatically without need for further confirmation from the Client. 

“Bid” - means a specific maximum amount that a Client agrees to pay for any Lead that matches their preferences.

"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 information exchanged between the parties, 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;

"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;

"DMA" – means the Direct Marketing Association;

"Fee" - means the fee to be paid to Ship Shape;

“Internet Services” – means services used to conduct business online, including availability of email to all parties and availability of data centre (e.g. AWS) services so that the Company may execute its services.

"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;

“Order” - means the Leads won via Auction that both match the preferences of the Client and where the Client has the highest winning Bid.

"Personal Data" - means the personal information of the consumer (as that term is defined in the Act) contained in the Ship Shape database;

“Price” - means the price excluding any applicable sales agreed to pay for a Data Report, either through Auction or through an Subscription

"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;

“Subscription” - means the purchasing of Leads from Ship Shape via the means of an ongoing subscription for a Data Report

"You"/"Client" - Ship Shape's client for the provision of Services as specified in the Data Report.

 

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.

 

Data Report Terms

Ship Shape will generate the Data Report in accordance as agreed individually with each client, in accordance with client preferences and for an agreed price.

Upon payment by the Client, Ship Shape will release the Data Report.

The Data Report will be transmitted by either unencrypted email or via a Ship Shape web service unless otherwise agreed in writing between the Client and Ship Shape.

 

Service

All leads we supply are subject to checks to ensure they meet the Client's requirements. However we cannot guarantee 100% accuracy as data is subject to change outside of our control.

All data is self-reported by the users of the shipshape.vc search engine. Ship Shape provides some level of validation, for example the format of email, Linkedln profile URL; nonetheless Ship Shape does not control the users' input nor guarantee their veracity.

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, whilst Ship Shape uses measures such as checking for duplicate domains and Linkedln profiles, there may therefore be duplicate Leads.

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.

Ship Shape, hereby grants to Client and its affiliates a royalty-free, perpetual, exclusive license for Client (whether existing now or in the future) to use, the Data Report(s).

 

Auction Terms

​Each Order for Leads by the Client including vai Automated Bidding shall be deemed to be an offer by the Client to purchase Leads in a Data Report subject to these Conditions.

​

​The Client must ensure that the preferences used to generate its Order and any applicable specification are complete and accurate.

​It is the Client’s responsibility to ensure any preferences are stated to Ship Shape. Ship Shape will not refund any monies should the Client fail to notify Ship Shape thus

 

Performance

Ship Shape follows the principles of the General Data Protection Regulation (GDPR).

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. Ship Shapes consent wording as used in the collection of such consent complies with and will continue to comply with GDPR. 

Any indication of likely response rates from Leads 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.

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.

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.

 

Exclusion and Limitation of Liability

Unless otherwise stated in this agreement, a party’s maximum aggregate liability under or in connection with the Contract, whether in contract, tort including negligence or otherwise, shall in no circumstances exceed the amount equal to the price paid hereunder in respect of the services.

Subject to Clause 6.3 and 6.4, each party 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.

 

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 bylaw.

 

Nothing in these Conditions limits or excludes the liability of Ship Shape:

- for death or personal injury resulting from negligence; 

- for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation, gross negligence or wilful misconduct by Ship Shape;

- for Ship Shape’s indemnities provided herein. 

- for Ship Shape’s breach of the Act. 

 

Ship Shape Warranty: 

Ship Shape represents and warrants that: (a) it has all consents, permissions or licenses necessary to perform the services and create the deliverables to be provided under this agreement for Client’s use; and (b) it will comply in all respects with all rules laws and regulations, including the Act, applicable to the services it is providing to Client.

 

Payment

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 being sent.

The Price of the Data Report will be:

- if the purchase is via Auction, the consolidated cost of all Leads won at auction  

- if the purchase is via Subscription, the agreed price

Unless otherwise agreed by Ship Shape in writing, all prices are exclusive of sales tax (VAT or other), which shall be charged at the rate, and in the manner prescribed by law from time to time.

 

Returns Policy/No Refunds

All data supplied by Ship Shape is non refundable. Due to the nature of the product, once data has been supplied in the agreed form and in accordance with this agreement, it cannot be returned, replaced or refunded.

 

Materials and Intellectual Property

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.

 

Force Majeure

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 failure of internet services.

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 endeavors to minimise the effects of any Event of Force Majeure.

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, provided always that there is no disruption to banking systems affecting Client in this regard.

 

Term and Termination

The term of this Contract commences on the date of signing hereof and will continue until the services are completed, unless otherwise terminated in accordance with the Contract. The Contract may be terminated by either party with immediate effect, in this event Client’s sole obligation will be to pay for any services provided up to the date of termination. Termination notice may be delivered by email.

 

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party of its rights or obligations under this agreement.

 

General

The parties agree to keep and protect all Confidential Information disclosed by the other party confidential and shall not disclose Confidential Information to any third party.

Any notice or other communication required to be given to a party under or in connection with the Contract shall be in writing and shall be delivered to the other party by email.

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.

Nothing in this Contract 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.

Unless otherwise stated herein, a person who is not a party to the Contract shall not have any rights under or in connection with it.

Each party acknowledges that, in entering into the Contract (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 herein.

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.

Except as otherwise agreed herein, neither party will, without prior approval of the other party, make any public announcement of or otherwise disclose the existence or the terms of this agreement. This agreement contains the entire agreement between the parties with respect to the contents herein and in no way creates an obligation for either party to disclose information to the other party or to enter into any other Agreement. Any modification to this agreement must be in the form of a writing signed by both parties. The failure of either party to exercise any right shall not be construed to be a waiver unless agreed upon in writing. All provisions relating to proprietary rights, confidentiality, data protection and non-disclosure, indemnification, and limitation of liability shall survive the termination, expiration or rescission of this agreement. 

 

The below terms relate to Ship Shape’s  “Referral Data” Programme (“Programme”). 

The following terms and conditions apply to your use, and Referred User’s use of Ship Shape’s Programme in conjunction with the services provided by Ship Shape Search Limited (Company Number 12762842), (“Ship Shape” or “shipshape.vc””). 

You and Referred User agree, by participating in the Programme, that the Programme terms and conditions are in addition to any agreements between Programme participants and Ship Shape including Ship Shape’s Terms of Service and Ship Shape’s Privacy Policy.

 

​Definitions:

“Referred user” is a user of Ship Shape’s Search Engine that is from an organisation that has not previously accessed Ship Shape’s Search Engine. They must be eligible for, and create, a shipshape.vc account and they must meet shipshape.vc signup requirements including providing LinkedIn details.

“Organisation” can be a company, collective, government body, charitable organisation or similar. Users are grouped into organisations by their domain. For example all users with emails of domain @abc.com and/or with organisation website @abc.com would be considered part of the same organisation.

 

Programme Terms and conditions:

When you refer a Referred User you will be eligible to receive data on that organisation and user.

Referred User understands that by signing up to use the Ship Shape service directly from a referral, Referred User consents and agrees to the disclosure of having created a Ship Shape account to the person who referred the Referred User through this Programme.

You will be eligible for Referral Data under the Programme only if the Referred User signs up to use the Ship Shape service directly by clicking your unique Programme link. If they don't use your unique link, you will not be eligible for your Referral Data. If you think you are eligible for Referral Data that has not yet been recorded then please contact customer support on leads@shipshape.vc so that we can help.

Ship Shape reserves the right to validate the eligibility of any Referred User with respect to whether they are a New Customer or as otherwise deemed necessary and may determine any Referred User to be ineligible in its sole discretion.

Ship Shape reserves the right to modify or cancel the Programme and the Programme terms and conditions at any time without prior notice to you. We will indicate that changes have been made by updating the “Last Updated;” date located above at the beginning of these terms and conditions. If you do not accept any such changes, your sole and exclusive remedy is to cease participation in the Programme. 

If you or the Referred User breach any of these Programme terms or Ship Shape’s Terms of Service or Ship Shape privacy policy, you will not be eligible for any Referral Credit under this Programme.