Clear, honest & fair, easy to do business with

Clear, honest & fair, easy to do business with

SOUDINI LTD TERMS AND CONDITIONS FOR SERVICES

Definitions:
The following terms have the following meanings unless the context requires otherwise:

  • “Contract” means the legal document that states and explains the formal agreement between Soudini Ltd & You, which may only be varied or replaced from time to time by means of written amendment.
  • “Campaign” means the specific campaign, programme and piece of work by which Soudini Ltd carries out certain Services for you as set out in the Campaign Description.
  • “Campaign Description” means the specific details of the Services to be provided by Soudini in the campaign which includes the products, objectives and desired results from its execution, which may only be varied or replaced from time to time by means of written amendment.
  • “Charges Review Period” means such period as is set out in the Campaign Description when the parties shall review the charges. In the event that no such date is stated then the date shall be 90 days from the date the campaign started.
  • “Confidential Information” means all information that relates to the business, affairs, products, developments, trade secrets, know-how, personnel, customers, “data and customer data” and suppliers of either party or which may reasonably be regarded as the confidential information of the disclosing party.
  • “Contract Change Note” means a written note setting out agreed changes to the campaign.
  • “Effective Date” means the agreed start date for the campaign as set out in the Campaign Description or such other document signed by the parties.
  • “Services” means the provision of time and use of the best skills and endeavours of Soudini Ltd, within telemarketing communications and telemarketing training as You shall reasonably request under the terms of the agreement, for the duration of the campaign detailed in the Campaign Description.
  • “Soudini Ltd Materials” means all training programmes, software, scripts, systems, management systems, know-how, market research and other intellectual property related to the provisions of the Services.
  • “Soudini Ltd” also means any affiliated person of Soudini Ltd or employee of Soudini Ltd.
  • “You” means (Your Company).
  • “Terms and Conditions for Services” means the terms and conditions detailed in the Soudini Ltd Standard Terms and Conditions for Services.
  • “Provision of Data End User Terms’” means the terms and conditions detailed in the Soudini Ltd Provision of Data End User Terms.
  • “Terms and Conditions for Sale of Goods” means the terms and conditions detailed in the Soudini Ltd Standard Terms and Conditions for Sale of Goods.
  • “Terms and Conditions for Software” means the terms and conditions detailed in the Soudini Ltd Standard Terms and Conditions for Software.
  • “Man Hour” means any period of 60 minutes.
  • “Working Day” means the daily period of contracted hours applicable excluding breaks.
  • “GDPR” means the General Data Protection Regulation (EU) 2016/679 as in force from time to time, as transposed into domestic legislation of each Member or non-Member State, and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing GDPR.
  • Use of the singular includes the plural and vice versa and use of any gender includes the other genders.

 The Services:    

  1. You appoint Soudini Ltd to provide to You the Services set out in the Campaign Description. The appointment shall only be effective if authorised representatives of both parties sign the Campaign Description.
  2. You may request and Soudini Ltd may recommend changes to a Campaign Description during the campaign. Such changes may constitute a revision/addition to the agreement provided both parties have signed a Contract Change Note in Soudini Ltd’s standard format identifying and agreeing the changes to be made. Until such time that the Contract Change Note is signed by both parties (signatures will not be unreasonably withheld or delayed by either party) Soudini Ltd will continue to supply the Services described in the Campaign Description and You will continue to pay the charges.
  3. Each Contract Change Note should set out details of the reason for the change, full details of the change, the price, if any, of the change and a timetable for implementation. E-mail notifications of minor changes to the appointment setting criteria will be acceptable providing Soudini Ltd has received and responded to such communication.
  4. Unless prevented by ill health or accident and subject to the express provisions of the agreement, Soudini Ltd will make “the Services” available to You from the commencement date as detailed in the agreement (or as may be agreed in writing from time to time) until the completion date.
  5. For the avoidance of doubt, if Soudini Ltd, for any reason, is unavailable or unable to carry out the Services within the contracted period, Soudini Ltd will notify You of any periods of expected unavailability and unless Soudini Ltd is able to provide a mutually acceptable alternative solution, Soudini Ltd will not be entitled to receive any fee in respect of the period of unavailability.

Duration

  1. Soudini Ltd will provide Services to You from the commencement date for a period as agreed and detailed in the Campaign Description.
  2. The agreement may only be extended thereafter or renewed by mutual agreement in writing.

Soudini Obligations

  1. The Services shall be performed by Soudini Ltd employee(s) or Soudini Ltd associate(s) and Soudini Ltd (and any associate of Soudini Ltd if appropriate) agree to observe and perform the following obligations:
  2. Soudini Ltd shall ensure the appropriate duties are carried out in an expert and diligent manner and will promptly and faithfully comply with and observe all lawful and proper requests appropriate to the successful completion and delivery of the Campaign Description, which may be made by You; and
  3. Soudini Ltd shall when carrying out this Campaign Description, be presented as a representative of You and ensure that You are properly, fairly and well represented at all times when performing the Services under the campaign agreement; and
  4. Throughout the term of this agreement, Soudini Ltd will when required, give to You or such other person or persons as may be nominated by You from time to time, such written or oral advice or information regarding any of the Services as You or your nominee may reasonably require; and
  5. In case of illness or accident preventing the performance of the Services as agreed, Soudini Ltd shall promptly notify You of such illness or accident.
  6. Notwithstanding the provisions of this clause 4, in the event of ill health and/or accident Soudini will only be given a commercially reasonable time period (not exceeding 56 days) to delay the provision of the Services after which You will be entitled to terminate the agreement for convenience with immediate effect and without penalty.
  7. Soudini Ltd may sub-contract the Services offered under an agreement. In such an event the agreement shall be deemed to include any such sub-contractor and Soudini Ltd shall take the same responsibility for the acts or omissions of any sub-contractor, as these terms provide Soudini takes for its own acts or omissions.

 Non-Circumvention

  1. Soudini Ltd hereby undertakes irrevocably: Not to circumvent, avoid, bypass or obviate You, directly or indirectly, to avoid Your receiving payment of agreed fees or commissions in any transaction with any corporation, company, partnership or individual being a client of Yours in connection with any project, renewals, extensions, roll over, parallel contract or project agreements or follow on projects, that are rightfully held by, due to, or secured by You, & You undertake irrevocably: Not to circumvent, avoid, bypass or obviate Soudini Ltd, directly or indirectly, to avoid Soudini Ltd receiving payment of agreed fees or commissions in any transaction with any corporation, company, partnership or individual being a client of Soudini Ltd’s in connection with any project, renewals, extensions, roll over, parallel contract or project agreements or follow on projects, that are rightfully held by/due to/or secured by, Soudini Ltd.

 Data Protection

  1. Both parties will comply with their respective obligations ad responsibilities under the Data Protection Act 1998 and the GDPR legislation, as in force from time to time, as transposed into domestic legislation of each Member or non-Member State, and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing GDPR.
  2. and both consent to the processing of all personal and company data (in manual, electronic or any other form) relevant to any agreement between us. Processing includes but is not limited to obtaining, recording, using and holding data.
  3. In performing the Services Soudini Ltd shall comply during the campaign with the principles and the requirements of both the Data Protection Act 1998 and the GDPR legislation, in the capacity as data processor.
  4. Unless specifically stated otherwise in a formal agreement, Soudini Ltd shall NOT provide Telephone Preference Services (TPS), and the Mailing Preference Service (MPS) clearance service for any campaign agreement contact data.
  5. Unless specifically stated otherwise in a formal agreement, You are entirely responsible for providing Telephone Preference Services (TPS), and the Mailing Preference Service (MPS) clearance service for all campaign agreement contact data you provide.

Data Provision by You:

  1. If it is agreed in the campaign contract/quote/proposal that You shall provide the data for a full or part campaign or campaigns; You shall (within a maximum of seven days) provide Soudini Ltd with sufficient data (as specified by Soudini Ltd to You from time to time) to use in the campaign in an appropriate format and with the appropriate content as detailed in the agreed campaign contract/quote/proposal, to enable Soudini Ltd to perform its obligations under the contract.

 Data Provision by Soudini:

  1. If it is agreed that Soudini Ltd will provide the data for a full or part campaign or campaigns, Soudini Ltd shall provide You with a specifically agreed amount of data, in an agreed format and with the agreed content as detailed in the relevant contract/quote/proposal provided to You by Soudini Ltd, under the ‘Soudini Ltd Provision of Data End User Terms’.

 GDPR:

  1. GDPR specific clauses will be added here prior to implementation of the legislation on 25th May 2018

Warranties and Liability

  1. In providing the Services to You Soudini Ltd will use the skill and care of a leading UK telemarketing provider and act as your representative, not as principal nor as agent.
  2. Soudini Ltd does not guarantee however, that You will enter into an agreement with any customer as a result of the Services provided by Soudini Ltd for any campaign agreement.
  3. You may request Soudini Ltd to use your tangible property during all or part of a Campaign Description however any such request or requirement is made at your own risk and Soudini Ltd’s liability to you for damage to your tangible property caused by Soudini Ltd whist used at your request or requirement, is limited to £0.
  4. Except as specifically set out in a Contract, Campaign Description or other formal agreement, Soudini Ltd excludes all conditions, warranties and obligations implied by statute, common law or otherwise and any liabilities arising from them are also excluded by Soudini Ltd, unless You are not making this agreement in the course of a business when these exclusions shall only apply to You so far as permissible by law.
  5. Neither party shall be liable to the other for any loss of business, contracts, profits, anticipated savings, or for any other special, indirect or consequential loss suffered whatsoever, even if such loss was reasonably foreseeable, or has been advised to the other party of the possibility of the other party incurring the same.
  6. There will be no limit of liability for breaches of data protection and confidentiality.
  7. Apart from ‘Warranties & Liabilities No.6’ (above) Soudini Ltd’s maximum aggregate liability to you in the case where a Campaign is terminated as a result of a breach of Soudini Ltd’s obligations under the Campaign agreement, is limited to the amount (if any) you have paid in advance to Soudini Ltd, for any contracted work not completed by Soudini Ltd at the time of the Contract termination.
  8. Except as specifically set out in a Contract, Campaign Description or other formal agreement, Soudini Ltd shall have no other liability to You, financial or otherwise, in any respect arising from the execution of any Contract or agreement.
  9. Each provision of any clauses limiting or excluding liability operates separately and shall survive independently of the other provisions. Clause ‘Warranties & Liabilities No.8’ (above) shall not apply in respect of any claims against Soudini Ltd for personal injury or death.

 Charges, Payment Terms and VAT:

  1. Soudini Ltd hourly & daily rates are payable monthly in advance or arrears as may be agreed
  2. Soudini Ltd bonuses and expenses are payable monthly in arrears and become due each time an appointment is set, a bonus is earned, or when appropriate expenses have been incurred.
  3. Soudini Ltd will provide the relevant invoices to You via e-mail, following Soudini Ltd’s receipt of the appropriately signed Contract and/or Campaign Description.
  4. Soudini Ltd will accept payment via bank transfer
  5. Soudini Ltd shall give You not less than 14 days’ prior written notice of any proposed changes in charges which are to apply to any extensions to a Campaign Description. If we are unable to agree the new charges, the campaign will be suspended pending agreement.
  6. Should you have reason to query any of Soudini Ltd’s invoices you shall raise your query within 7 days of receipt of the invoice. In the event that you have valid reasons to challenge a particular charge, you shall nevertheless pay all of the remaining sums shown on the invoice which are not in dispute. The parties shall resolve the invoice dispute in good faith within 15 days of you raising the query.
  7. All Soudini Ltd Invoices are payable within 30 days of the Invoice date.
  8. All Soudini Ltd Invoices may subject to ‘late payment charges’ which, if appropriate, will be detailed in the Contract or Campaign Description:
  9. Soudini Ltd may register for, and charge if such registration is made, value added tax at the appropriate rate at the time of invoice.
  10. Any campaign attracting an advance payment will only commence once Soudini Ltd has received that payment.

Confidentiality:

  1. Soudini Ltd will treat the information gathered about Your customers and business and/or information provided by You to Soudini Ltd as strictly confidential and shall do all that is reasonably practicable and acceptable given the nature of the information to ensure that it remains so. In particular, but without seeking to limit commitment, Soudini Ltd will have procedures in place designed to ensure that:
  2. Soudini Ltd and any person employed or engaged by Soudini Ltd shall only use the Confidential Information for the purposes of the Campaign; and
  3. Soudini Ltd shall take all necessary and reasonable precautions to ensure that all Confidential Information disclosed by You is not disclosed to any third party without written approval from You.
  4. You also agree to treat as confidential any information belonging to Soudini Ltd, which is disclosed to You.
  5. The provisions of this clause shall not apply to any information which:
  6. is or becomes public knowledge other than by breach of this agreement; and/or
  7. is already known to the other party without restriction before the date it is received; and/or
  8. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; and/or
  9. You or Soudini Ltd, are required to make such disclosure by law.”

 Ownership of Materials/Intellectual Property, etc:

  1. You shall retain ownership of any copyright You have in any materials including, but not limited to, customer database, which are supplied to Soudini Ltd by You in order that Soudini Ltd can carry out the Services, as well as acquiring ownership of all updated additional information that is provided back to you by Soudini Ltd whilst performing the Services.
  2. Soudini Ltd shall retain and acquire ownership of copyright in all Soudini Ltd materials owned by Soudini Ltd prior to the campaign, or that are developed by Soudini Ltd for the campaign in order to carry out the Services. Soudini Ltd shall own all telephone lines and telephone numbers that are used in providing the Services. If however any Soudini Ltd materials are incorporated into Your materials, customer data or training materials, then once You have paid Soudini Ltd all invoiced and bona fide sums which are due on termination of the campaign to Soudini Ltd, You shall automatically acquire a non-exclusive royalty free, perpetual right to use such Soudini Ltd materials in conjunction with such materials, customer data or training materials.
  3. Soudini Ltd may use the Your name, logos, trade and service marks only for the purpose of carrying out the Services set out in this agreement as your representative, but Soudini Ltd will not acquire any rights in them.
  4. You warrant and represent to Soudini Ltd that You have the ability to grant the rights to any material You supply to Soudini Ltd in order to carry out the Services.

 Authority:

  1. Soudini Ltd shall have no authority to commit You to any legally binding commitments or contracts or to interfere in the running of your normal affairs or business; and
  2. You shall have no authority to commit Soudini Ltd to any legally binding commitments or contracts or to interfere in the running of Soudini Ltd’s normal affairs or business.

Restrictions:

  1. During the period of the Agreement, Soudini Ltd may accept and perform engagements for other companies, firms or persons, which do not materially impinge upon Soudini Ltd’s ability to provide the Services agreed to You, and which also do not breach the provisions of any additional clauses.
  2. All parties to any Campaign Contact agree not to approach or attempt to entice away any of the others employees or staff who have been involved in the provision of the Services during the campaign and for a period of 6 months following its termination.
  3. Since Soudini Ltd is likely to obtain in the course of providing the Services confidential information of You and personal knowledge of and information of and influence over Your clients and potential clients, Soudini Ltd agrees that Soudini Ltd shall not during the period of this agreement and for any extensions to this agreement or for a period of six months thereafter, directly or indirectly and whether on his/her own or jointly with any other person and whether on Soudini Ltd’s own account or on behalf of a company limited partnership or other connection or entity;
  4. interfere or seek to interfere in any contract between You and any third party or to solicit or seek to solicit any person, firm, company or other entity to terminate or alter any contractual relationship between them and You; and
  5. discourage any person, firm, company or other entity from entering into contractual relations with You or seek to or solicit or entice away any client or potential client who shall have had a relationship or potential relationship with You at any time during the duration of this Agreement.
  6. For the avoidance of doubt, clients, potential clients, ex-clients & ex-potential clients of Yours, that fall into the following categories are excluded from any restrictions:
  7. Who wish to enter into a contract/project with Soudini Ltd for Services that are not currently offered by You.
  8. Who wish to enter into a contract/project with Soudini Ltd that You, for any reason, are unable or unwilling to provide or fulfil.
  9. Soudini Ltd undertakes that it will promptly report any actual or likely conflict of interest and/or if it is undertaking work for any party who could reasonably be considered to be a competitor of Yours.

Termination:

  1. Either of us may at any time by notice in writing terminate the campaign as from the date of service of such notice if the other passes a resolution, or the court makes an order, that either You or Soudini Ltd are wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver or administrator on behalf of a creditor is appointed in respect of the business or any party of it, or circumstances arise which entitle the court or a creditor to appoint a receiver or administrator, or which entitle the court otherwise than for the purposes of bona fide reconstruction or amalgamation to make a winding-up order, or either of us being unable to pay its debts as provided under Section 123 of the Insolvency Act 1986 (or any statutory amendment thereof) or any similar event occurs under the law of any other jurisdiction.
  2. Either of us may terminate a Campaign by giving the other party written notice to this effect if that party is in breach of a material obligation specified in a Contract or Campaign Description and/or a material term of these Terms and Conditions and has failed to remedy that breach within 14 days after being given a written warning notice requesting the breach to be remedied.
  3. Termination of this campaign according to any clause shall not prejudice or affect any right of action or remedy that has accrued or will accrue to either party.
  4. This agreement will terminate automatically without any requirement for notice or payment in lieu of notice in the event that the Managing Director of Soudini Ltd – Craig Dean – shall die or becomes unable to operate the company, and therefore unable to provide the Services, for any other reason beyond his control.
  5. Unless terminated earlier under an alternative appropriate clause, the campaign shall continue from the commencement date and will last for the duration set out in the Campaign Description. In the event that You require Soudini Ltd to provide additional Services which are the same or similar to those set out in the agreement and Soudini Ltd agrees to provide such additional Services to You for any period commencing after the end of the contracted period, then the parties may agree in writing for Soudini Ltd to provide such additional Services on the terms set out in the agreement mutatis mutandis for an agreed additional period.

Force Majeure:

  1. Neither party shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond ones reasonable control including, but not limited to, any failure of telephone or database systems, act of God, terrorism, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of government, telecommunications operators or administrators or other competent authorities, war, military operation, or difficulty, delay or failure in manufacture, production or supply by third parties of materials or equipment necessary to carry out this agreement.

 Assignment:

  1. Neither party shall assign any of its rights and obligations under the campaign agreement without giving the other party written notice of such assignment.

 Your Obligations:

  1. You will irrevocably warrant and represent to Soudini Ltd that You shall be entirely responsible for the source and status etc. of ALL prospective customer contact lists that You provide to Soudini Ltd for appointments to be made from.
  2. You will also irrevocably warrant and represent to Soudini Ltd that the products and Services which Soudini Ltd has been engaged to publicise for You are as described and of merchantable quality.
  3. You will also irrevocably warrant and represent that the information scripts that You approve for Soudini Ltd to use in any Campaign to generate interest in such products and Services are true and accurate in all material respects.
  4. For the avoidance of doubt, this means that you warrant that what you instruct Soudini to say about your company and products/Services when representing you is true and accurate, so Soudini can’t be held responsible in a scenario where something is said by Soudini, exactly as you’ve instructed, that subsequently turns out to be factually incorrect or untrue.
  5. You will also irrevocably warrant and represent that if You are held responsible in an English court of law for any loss or damage suffered by Soudini Ltd from an action brought by any third party, and in respect of any matter arising from the execution by Soudini Ltd of a campaign agreement with you, in each case that so arises, You confirm that you will recompense Soudini Ltd for any such losses or damages to a mutually satisfactory (£) value, or to the extent required by an English court of law.

 Notices:

Any notices to be given by one party to the other shall be deemed to have been given if:

  1. Posted by prepaid recorded delivery first class post within the mainland of the United Kingdom and correctly addressed to the party served and delivery shall be presumed to have occurred if supported by proof of delivery (unless not actually delivered);
  2. Sent to the correct facsimile number of the party to be served and delivery shall be presumed to have occurred 4 hours after receipt by the sender of a transmission report showing delivery provided such transmission is made between Monday to Friday and not on a public holiday.
  3. Personally delivered by either party to either party. In the case of You, the recipient must be a registered director and the notice shall be deemed served when so delivered.

General:

  1. The Campaign Description and the Terms and Conditions will represent the entire agreement and understanding between us in relation to the provision of the Services for each Campaign.
  2. You and Soudini Ltd will acknowledge and agree that both parties have not entered into any Campaign agreement in reliance on any representation, warranty or undertaking, which is not set out or referred to in the Contract or Campaign Description.
  3. Some Campaign specific Terms and Conditions in a Contract will supersede the Standard Terms and Conditions supplied with any quotation for work previously and may then only be modified if such modification is agreed in writing by Soudini Ltd.
  4. Failure by either of us to exercise or enforce any right under a Campaign Description and/or the terms and conditions shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of any right on any later occasion.
  5. If any clause or provision of the terms and conditions is held invalid or unenforceable, the validity or enforceability of the remaining clauses shall not be affected.
  6. Neither the terms and conditions nor a Campaign Description shall create any rights that shall be enforceable by third parties against either of us pursuant to the Contracts (Rights of Third Parties) Act 1999.
  7. The terms and conditions upon which Soudini Ltd provides the Services to You shall be kept confidential by the parties except that Soudini Ltd may refer to your name and give a general factual description of the nature of the Services performed by Soudini Ltd for you, in Soudini Ltd’s marketing and promotional materials and presentations.
  8. The terms and conditions and all Contracts and Campaign Descriptions shall be governed by and construed and interpreted in accordance with English law and both parties agree to the exclusive jurisdiction of the English Courts
  9. The agreement is personal between Soudini Ltd and You, and neither may sell, assign or transfer any duties, rights or interests created under the campaign agreement, unless they have been permitted to do so within the details of that Campaign Description, without the prior written consent of the other. Such consent not to be unreasonably withheld or delayed.

PROVISION OF DATA END USER TERMS:

Definitions:
The following terms have the following meanings unless the context requires otherwise:

  • “Contract” means the legal document that states and explains the formal agreement between Soudini Ltd & You, which may only be varied or replaced from time to time by means of written amendment.
  • “Agreement” means the specific piece or group of pieces of information which You have requested & Soudini Ltd has agreed, to provide to You
  • “Confidential Information” means all information that relates to the business, affairs, products, developments, trade secrets, know-how, personnel, customers, “data and customer data” and suppliers of either party or which may reasonably be regarded as the confidential information of the disclosing party.
  • “Services” means the provision of time and use of the best skills and endeavours of Soudini Ltd, within telemarketing communications and telemarketing training, detailed in any Service agreement you have with Soudini Ltd.
  • “Soudini Ltd Materials” means all training programmes, software, scripts, systems, management systems, know-how, market research and other intellectual property related to the provision of such Services.
  • “Soudini Ltd” also means any affiliated person of Soudini Ltd or employee of Soudini Ltd.
  • “You” means (Your Company).
  • “Terms and Conditions for Services” means the terms and conditions detailed in the Soudini Ltd Standard Terms and Conditions for Services.
  • “Provision of Data End User Terms’” means the terms and conditions detailed in the Soudini Ltd Provision of Data End User Terms.
  • “Terms and Conditions for Sale of Goods” means the terms and conditions detailed in the Soudini Ltd Standard Terms and Conditions for Sale of Goods.
  • “Terms and Conditions for Software” means the terms and conditions detailed in the Soudini Ltd Standard Terms and Conditions for Software.
  • “GDPR” means the General Data Protection Regulation (EU) 2016/679 as in force from time to time, as transposed into domestic legislation of each Member or non-Member State, and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing GDPR.
  • Use of the singular includes the plural and vice versa and use of any gender includes the other genders.

 The Provision of Data End User Terms:

  1. You acknowledge that all information (the “Information”) furnished to you by Soudini Ltd is business information only, and licensed only for your, or your clients exclusive use.
  2. You also acknowledge that regardless of the form or format in which the Information is furnished, none of the Information may be made available in whole or in part to any third party if licensed to you or further party if licensed to your client.
  3. You agree that the Information will not be reproduced, revealed or made available to anyone else, it being understood that the Information is licensed for your or your clients internal use only, except that you or your client may make one copy solely for backup purposes.
  4. You agree that you or your client will use the Information solely as one factor in your any of your business decisions and you and your client are expressly prohibited from using the Information as a factor in establishing an individual’s personal eligibility for anything, including (but not limited to);
  5. credit or insurance to be used primarily for personal, family or household purposes, or
  6. employment
  7. You and/or your client agree not to use the Information to engage in unfair or deceptive practices.
  8. You and/or your client agree to comply with the provisions of the Data Protection Act 1998 and any amendments thereto.
  9. You and/or your client agree to comply with the provisions of the General Data Protection Regulation (EU) 2016/679 as in force from time to time, as transposed into domestic legislation of each Member or non-Member State, and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing GDPR and any amendments thereto.
  10. You acknowledge that Soudini Ltd, and/or its third-party information providers make no representations or warranties of any kind with respect to the accuracy, completeness, timeliness, merchantability or fitness for a particular purpose of the information or of the media on which the information is provided.
  11. You also acknowledge that every business decision involves the assumption of a risk and that Soudini Ltd and/or its third-party information providers, in furnishing the information to you, does not and will not underwrite that risk, in any manner whatsoever.
  12. You therefore agree that Soudini Ltd and/or its third-party information providers will not be liable to you for any loss, damage or injury arising out of or caused in whole or in part by Soudini Ltd’s and/or its suppliers negligent acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the information.
  13. You agree that Soudini Ltd and/or its third-party information providers will never be liable for consequential damages, even if advised of the possibility of such damages.
  14. You also agree that Soudini Ltd and/or its third party information providers’ aggregate liability, if any, for any and all losses, damages or injuries which you suffer or incur arising out of any acts or omissions of Soudini Ltd and/or its third-party information providers’ in connection with anything to be done or furnished hereunder, regardless of the cause of the loss, damage or injury (including negligence) and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed zero pounds sterling (£0.00) and you covenant and promise that you will not sue Soudini Ltd and/or its third-party information providers for a greater amount.
  15. You also agree to give Soudini Ltd and/or its third-party information providers immediate written notice of all actions, claims, losses or damages arising out of the use of the information.
  16. You acknowledge and agree that the copyright to the Information is, and shall remain, with Soudini Ltd or its third-party information providers.
  17. You acknowledge that the Information, regardless of form or format, is proprietary to Soudini Ltd or its third-party information providers and comprises:
  18. works of original authorship, including compiled information containing Soudini Ltd’s and/or its third-party information providers selection, arrangement and coordination and expression of such information or pre-existing material it has created, gathered or assembled;
  19. confidential and trade secret information; and
  20. information that has been created, developed and maintained by Soudini Ltd or its third-party information providers at great expense of time and money, such that misappropriation or unauthorised use by others for commercial gain would unfairly and irreparably harm Soudini Ltd or its third-party information providers.
  21. You agree that you will not commit or permit any act or omission by your agents, employees or any third-party that would impair Soudini Ltd’s or its third-party information providers copyright or other proprietary and intellectual property rights in the Information.
  22. You agree to notify Soudini Ltd immediately upon obtaining any information regarding a threatened or actual infringement of Soudini Ltd’s or its third-party information providers’ rights.
  23. You also agree that you will not use any Soudini Ltd or its third-party information providers trade name, trademark, service mark, logo or copyrighted materials in listings or advertising in any manner without the prior written approval of Soudini Ltd or its third-party information providers.
  24. You and/or your client irrevocably agree to indemnify, defend and hold harmless Soudini Ltd and/or its suppliers from any claim or cause of action against Soudini Ltd and/or its clients arising out of, or relating to, use of the Information by:
  25. individuals or entities which have not been authorised by these Terms to have access to and/or use the Information; and
  26. you, which use may be in violation of your licence.
  27. You and/or your client also irrevocably agree to indemnify, hold harmless and defend Soudini Ltd against any action brought by any third-party and in respect of any matter arising from a third-party against Soudini Ltd, from the execution by Soudini Ltd of this agreement with you.
  28. You also irrevocably warrant and represent that if You are held responsible in an English court of law for any loss or damage suffered by Soudini Ltd from an action brought by any third party, and in respect of any matter arising from the execution by Soudini Ltd of this agreement with you, in each case that so arises, You confirm that you will recompense Soudini Ltd for any such losses or damages to a mutually satisfactory (£) value, or to the extent required by an English court of law.
  29. It is agreed between you and Soudini Ltd, that Soudini Ltd and/or its third-party information providers shall be entitled to rely on and enforce these Terms.
  30. These Terms are in addition to those found in any other Agreement between you and Soudini Ltd.  If there is a conflict between these Terms and those found in any such Agreement, then these Terms will apply.  This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.

 

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