- This agreement is between SSN Solutions Limited (SSN) of 8 Freetrade House, Lowther Road, Stanmore, Middlesex HA7 1EP including all trading styles and brands operated by them and the Customer (Customer), which means any other Party or Parties to the Agreement other than SSN.
- the Commencement date is the date that the service commences.
- In this agreement, the following definitions shall apply:
Agreement means this agreement and any associated documentation relating to the provision of serices.
Enquirer means either a) an individual who during the course of a telemarketing call responds to the End User by expressing purchasing interest in the specific offer of the campaign for which SSN Data has been provided or b) an individual who responds directly to the offer in an email creative, mailing piece or SMS sent by or on behalf of the End User, with a firm intention to purchase.
Intellectual Property means all SSN Data, all and any copyrights, database rights, design rights, topography rights, trademarks, trade names, rights in respect of passing off, inventions, patents, know how, confidential information and ideas, subsisting in all and any of the countries of the world and applications for protections available in respect thereof or any of them in all and any countries of the world.
Data Protection means Directive 95/46/EC, as transposed into domestic legislation of each Member State of the European Economic Area and in each case as amended, replaced or superseded from time to time, including without limitation by the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”) and any data protection laws substantially amending, replacing or superseding the GDPR following any exit by the United Kingdom from the European Union including the Data Protection Act 2018, and/or other applicable data protection or national/federal or state/provincial privacy legislation in force, including where applicable, statues, decisions, guidelines, guidance notes, codes of practice, codes of conduct and data protection certification mechanisms issued from time to time by courts, any Supervisory Authority and other applicable authorities.
Standard Contractual Clauses means the “Standard Contractual Clauses (Processors)” as laid down in the European Commission Decision 2010/87/EU of 5 February 2010.
Subprocessor means any Data Processor (including any third party and Washington Direct Mail affiliate) appointed by Washington Direct Mail to Process Personal Data on behalf of Just Insurance Agents Ltd in connection with this Agreement.
Sub-Subprocessor means any Data Processor (including any third party and Subprocessor affiliate) appointed by a Subprocessor to Process Personal Data on behalf of Just Insurance Agents Ltd in connection with this Agreement.
Broadcast is the process of directly marketing a commercial message to a group of people e.g. using email, SMS or RMT.
Data Controller, Data Processor, Data Subject, Personal Data, Telephone,
SMS, MMS, Email, and other communications shall have the definition contained in the Privacy and Electronic Communications Regulations 2003 (PECR).
Personal Data Breach, Supervisory Authority and Processing shall have the same meanings as in the Data Protection Legislation and Processed and Process shall be construed in accordance with the definition of Processing.
Confidential Information means any information, data or know-how including but not limited to that which relates to research, plans, ideas, products, services, customers, markets, software developments, inventions, processes, designs, drawings, statistics, marketing or finances, or other business or technical information which is treated confidentially.
Confidential Information does not include information that:
- is in the possession of the receiving Party at the time of the disclosure;
- becomes public knowledge without any action of either Party;
- was independently developed or prepared by either Party; or
- is required to be disclosed by law or by any regulator to whose regulation the disclosing Party is subject.
Contact Channel means the media channel or channels permitted for use in respect of SSN Data supplied which may be via Post, Email, Landline Telephone, Mobile Telephone or SMS.
End User means as relevant the Customer and/or the third party specified in the Order Confirmation that is acquiring or being granted or is permitted to acquire or be granted the right to have an End User Licence to use or broker SSN Data.
End User Licence means the non-exclusive temporary and restricted licence granted to the End User to use SSN Data subject to the terms of the Agreement including but not limited to the Licence Terms and the terms of the Order Confirmation.
Licence Period means the period during which time the End User may make use of the SSN Data concerned.
Output means an upload from SSN of SSN Data to specified SFTP account for the Customer.
Purchaser means an individual who purchases from the End User a specific product or service promoted to the consumer.
Fee means the amount payable by an End User for use of SSN Data.
- Grant of licence and data supply
- The End Client will assume the role and responsibility of Data Controller for all SSN Data transferred to the End Client, or by request from the End Client, to its Processor’s, Sub-Processor’s, Agents, Affiliates or Officers and will;
- abide by the Applicable data protection regulations;
- ensure that, all Processor’s of SSN Data, appointed by the End Client shall be subject to a Data Processor Agreement highlighting the roles and responsibilities of the Data Processor.
- Subject to the terms of the Agreement SSN hereby grants the End User an End User Licence under Licence Terms as prescribed in the Agreement to use SSN Data solely for the Purpose.
- End User shall have the right in accordance with the Licence Terms and the Agreement only to use the SSN Data concerned but without limitation not to copy, alter, manipulate, adapt, or license others to use SSN Data.
- End User warrants that any SSN Data shall not be used for the purposes of data enhancement or used for combining with the End User’s or another third party’s data unless as otherwise specified in the Order Confirmation and then only to that extent.
- End User alone will be permitted to extract information from the SSN Data and to print it in documentary form on condition only that:
- any documents produced in this way and any copies of such documents will be retained in the possession of End User; and:
- neither the electronic form nor any information extracted, nor any printed copies or parts of printed copies shall be passed on, disclosed or otherwise communicated to any third party;
- SSN Data held in electronic form is deleted and any copies of it destroyed within twelve weeks from the date of Output.
- The Usage Terms for the SSN Data concerned shall be for one time only unless stated otherwise in the Order Confirmation.
- The Licence Terms for use of Post, Email or SMS Contact Channels permit the despatch by the End User of one Mailing Piece/Creative to each Name supplied, unless stated otherwise in the Order Confirmation.
- The Licence Terms for use of Landline Telephone or Mobile Telephone Contact Channels permit a single contact to be made by the End User through telephony to each individual whose contact details are provided in the SSN Data concerned subject to a maximum of fifteen call attempts being made to make contact with them. For clarity if the individual cannot be reached after fifteen call attempts (i.e. the call rings out or the individual is not in) this individual is not permitted to be called again under the End User Licence.
- Individuals provided in the SSN Data concerned who do not become either an Enquirer or a Purchaser immediately following the execution of the campaign as permitted in this Agreement, may only be contacted again by the End User if and to the extent that the Licence Terms permit repeat contact.
- Contact details of an Enquirer may be retained by the End User for a period of no more than ninety days following initial first contact via the campaign as permitted under the terms of the Agreement, provided that:
- This period of retention is permitted solely to allow the End User a reasonable time to convert an Enquirer into a Purchaser;
- No further contact of any kind may be made by the End User after the permitted ninety day period of retention unless the Enquirer has become a Purchaser.
- The End User Licence is terminated immediately the SSN Data concerned has been used under the Licence Terms as stated in the Order Confirmation. Following such termination of the End User Licence any question as to the extent of contact pursuant to unauthorised use of the SSN Data comprised in any Output concerned shall for all purposes be determined conclusively as follows:
- Names contacted will be taken to have been contacted by the Customer irrespective of how and by whom such contact has been made;
- each unauthorised contact with a Name will evidence unauthorised contact and may be taken as evidence of contact to all names; and
- the written notice by a director of SSN as to the number of Names included within the SSN Data concerned shall be conclusive and binding on the Customers and on SSN.
- The Licence Period is a maximum of eight weeks from the date of Output. No use of the SSN Data concerned after the expiry of the Licence Period is permitted.
- Upon each occasion of unauthorised contact with a Name the Customer will pay to SSN on SSN’s first written demand such sum as shall be equal to the Specified Fraction of the entire value of the Order Confirmation concerned. The Parties each agree, warrant, represent and acknowledge that payment of such sum for each such unauthorised contact represents genuine pre- estimate of SSN’s loss since:
- establishing the extent of use of the SSN Data concerned by reference to contact with Seed Names represents the only practicable method of monitoring the use of the SSN Data concerned;
- the number of Seed Names included within the SSN Data concerned is necessarily limited so as to preserve for the mutual benefit of both Parties the value of the SSN Data concerned;
- the market for usage of data is a volume market such that contact with Seed Names is deemed, and/or conclusively presumed, for economic and statistical reasons to be done only in conjunction with proportionate contact with the rest of the SSN Data concerned;
- it is consistent with the provisions of paragraph 5.62 of the Fourth Edition (February 2012) of the Direct Marketing Code of Practice of the Direct Marketing Association;
- the value attributable to each use of the SSN Data concerned is fairly demonstrated and established between SSN and the Customer by proportionate reference to the amount payable by the Customer originally pursuant to the Order Confirmation for lawful use; and
- accordingly that the appropriate recompense for SSN’s loss in respect of each occasion of unauthorised contact with the SSN Data concerned is that SSN should be paid by the Customer a sum equal to the Specified Fraction of the amount payable in respect of the SSN Data concerned for lawful use as set out in the Order Confirmation.
- The End User accepts that SSN Data may contain goneaways, deceased’s, dead and wrong numbers, e-mail bouncebacks and inaccuracies.
- The End User agrees;
- To perform all necessary MPS and TPS checks prior to contacting names.
- no guarantees are offered for response, contact or open rates, click-throughs or deliverability through any Contact Channel in respect of SSN Data.
- SSN shall not be liable for any loss or damage suffered by End User as a result of late delivery of SSN Data;
- whilst SSN shall make every effort to complete the Output within the time quoted, time shall not be of the essence of the Output.
- to receive the Output of SSN Data, return any SSN Data or send any other data owned by the End User to SSN by the Software.
- SSN will not be liable for any direct or indirect loss, damage or inconvenience whatsoever caused by use of the Software.
- SSN reserves the right to grant licences in respect of SSN Data to any other party or parties.
- Processing of personal data
- To the extent that either party processes personal data in connection with the performance of its obligations under this agreement, each party will comply with the requirements of all data protection regulations.
- Under the terms of this agreement the customer will act as data controller to clients for the purposes and duration of the agreement and SSN will act as data processor on behalf of the Customer.
- When acting as controller, the Customer shall document the lawful basis for processing, inform data subjects of all the required detail required by data protection regulations and gain any required consents.
- Each party may use carefully selected sub processors to assist with processing. When this is the case, it shall will be done under the protection of a written agreement and the sub processor should be held to the same exacting standards of security.
- Each party will assist the other to respond to data subjects who wish to exercise their rights of access, erasure, and restriction by notifying you of any such requests in reasonable time.
- Each party may continue to be a data controller in their own right for their own purposes and not in such a way that determination and means of data processing would be shared or joint. Where this is the case, each party remains responsible for their own obligations to comply with all data protection regulations.
- Each party shall deploy appropriate technical and organisational measures to protect any personal data against any unauthorised or unlawful processing and against accidental loss, destruction, or damage. Such measures shall include:
- taking reasonable steps to ensure the reliability of employees and third parties which have access to the personal data
- acting only in accordance with the terms of this agreement.
- Each party shall notify the other party immediately upon becoming aware of any actual, suspected, or alleged breach of data protection regulations.
- How we will use personal information about you
- We will use your information to manage our relationship, provide our services, for assessment and analysis, meet our obligations to any relevant regulatory authority, to develop and improve our services to you and our clients and to protect our interests.
- By ‘your information’, we mean any information about you or your firm that you or third parties provide to us.
- Where you provide personal and financial information relating to others (e.g. colleagues, partners, directors), you confirm that you have their consent or are otherwise entitled to provide this information to us.
- We will retain information collected about you for as long as permitted for legitimate business purposes.
- DATA USAGE
- The End User is responsible for maintaining the cleanliness of SSN Data prior to its use by screening against internal and proprietary suppression files as required by the Applicable Regulations and accepted industry best practice.
- The End User undertakes that it will at all times comply with the provisions of Applicable Regulations in respect of the use, storage and transfer of SSN Data and that it will not violate any law including but not limited to the Act and all laws of the United Kingdom governing advertising practices (including but not limited to advertising on the internet), and/or any Applicable Regulations.
- The End User agrees to request written approval from SSN if the End User is situated outside of the European Economic Area and shall supply the name and address of any agents, subsidiaries, affiliates, branches or professional advisers of the End User who are sent SSN Data who exist outside the European Economic Area who process, analyse, format, review or otherwise hold SSN Data on behalf of the End User.
- In the event of SSN Data being released to a source outside the European Economic Area, the End User must:
- ensure that the organisation has a named representative based within the territory that complies with article 27 of the General Data Protection Regulation (GDPR)
- ensure that an appropriate safe harbour agreement or data processing agreement such as EU Model Clauses incorporating the relevant standard contractual clauses is in place between the signatory and the source or;
- only use bureaux or call centres that are accredited to BS7799 / ISO 27001 International Data Security Standards
- Obligations of the end user
- The End User warrants that any material sent or quoted during or following the use of SSN Data or any of it for the Purpose will always comply with any applicable regulations.
- The End User should not use SSN Data to send or procure the sending of, any unauthorised advertising or promotional material or any other form of similar solicitation (spam) or transmit any SSN Data or send any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to or which might adversely affect the operation of any computer software or hardware.
- SSN reserves the right to halt the End User from using SSN Data or any of it for the Purpose if it is deemed in SSN’s own discretion that such material contravenes this agreement in any way.
- For external email broadcasts and SMS broadcasts the End User is responsible for ensuring that all subject headers, from lines, unsubscribe footers or stop messages are exactly as per the formats and wording stipulated by SSN.
- The end user is responsible for ensuring that any electronic marketing contains a working unsubscribe option.
- The End User hereby undertakes to deliver promptly to SSN any written notice or other communication in respect of SSN Data received from any other official or legislative body.
- Intellectual property
- All Intellectual Property Rights relating to or arising out of or in connection with SSN Data are the exclusive property of SSN and nothing in the Agreement shall constitute a sale, transfer or assignment of (or an agreement to sell, transfer or assign) any such Intellectual Property Rights whatsoever.
- The End User shall not in any way question or dispute the validity of or ownership by SSN of any Intellectual Property Rights relating to or arising out of or in connection with SSN Data.
- The End User is hereby licensed only to use the Intellectual Property Rights of SSN for the Purpose and not further or otherwise. Upon expiry of the End User Licence, the End User shall immediately discontinue such use without compensation for such discontinuation.
- The End User shall indemnify SSN against liabilities, costs and expenses SSN may incur as a result of the combining or use of SSN Data or any of it with other data, software or equipment not supplied by SSN which gives rise to an infringement of any copyright, patent, or other Intellectual Property or other proprietary right.
- The End User shall promptly notify SSN if it becomes aware of any infringement or suspected infringement by any person of the Intellectual Property Rights relating to or arising out of or in connection with SSN Data or any of it, and shall give all reasonable assistance in connection with any claims or proceedings made or instituted against such person for such infringement or suspected infringement.
- Retention of title does not apply for the use of SSN Data in the event of transfer of assets from the End User to another party even for Order Confirmations with Usage Terms of more than one time.
- Security and control
- The End User shall at all times effect and maintain adequate security measures to safeguard and protect the integrity of the SSN Data from access, copying, manipulation, or use by any unauthorised person.
- The End User will promptly notify SSN of any breach or suspected breach of such security measures.
- The End User shall retain the SSN Data under its own effective control for the duration of the Licence.
- SSN reserves the right to include Names to ensure that SSN Data is used in accordance with this Agreement. If SSN determines that SSN Data has not been used or suspects it has not been used in accordance with this Agreement, SSN shall be permitted to investigate. End User hereby undertakes to SSN to co-operate fully with such investigation.
- The End User will permit with reasonable written notice from SSN for SSN and/or its authorised representative(s) to have access to the End Users premises to:
- examine hardware, software, data and any other records, documents or other relevant information relating to the End Users use of SSN Data and to compliance with the Applicable Regulations, and to take copies thereof;
- ask for and receive explanations in respect of such matters from the End User to the extent necessary for SSN to be satisfied that the terms of the Agreement are being complied with.
- SSN may also inspect, audit and take copies from the relevant books, records and to appoint an independent auditor to review the accounts and other records (in each case including but not limited to those in machine readable form) of the End User for the purposes of ensuring the accuracy of the records of all supplies of SSN Data to the End Users.
- Access shall be granted for these purposes at any time during which the relevant premises are ordinarily open for business. Written notice will not need to be given if access is required by regulation or if SSN has reason to suspect a breach of the Applicable Regulations or a breach of the security and confidentiality clauses of the Agreement.
- If an audit determines inadequacy or breach then SSN has the right to terminate the Agreement forthwith with all fees due from the End User becoming immediately payable in full.
- the customer shall indemnify and hold harmless SSN from and against any and all liabilities, damages, losses, demands, claims, costs and expenses (including but not limited to legal costs and expenses) arising out of or in connection with any and all use of SSN data unauthorised by SSN by any third party (including but not limited to the end user where the end user is not the customer).
- Warranties and liability
- The Parties warrant to each other that they each have full power, right and authority to enter into the Agreement.
- SSN warrants that:
- It has full rights to license SSN Data to the End User for the Purpose;
- SSN Data has been collected in compliance with the Applicable Regulations.
- The End User acknowledges and agrees that:
- SSN is the Data Owner;
- SSN can make no (and has not made any) representation nor give (and has not given) any warranty or undertaking as to the suitability of SSN Data for any purposes of the End User;
- SSN will not be liable for any loss, damage or inconvenience whatsoever caused by any inaccuracies in the SSN Data;
- SSN shall not be liable to the End User or to any other person for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with SSN Data or its use by the End User;
- SSN expressly excludes all liability for consequential loss or damage including but not limited to loss of profit, business, revenue, goodwill or anticipated savings, other than any liability which may not by applicable law be excluded;
- it will take out and maintain adequate insurance cover with a reputable insurance company against liability which the End User may incur to any person in connection with SSN Data which shall include cover but without limitation against liability for death or personal injury to any customer, employee of the End User or to any third party and damage to or loss of property. The End User will on demand from SSN produce to SSN evidence of such insurance and of its inception and maintenance.
- The End User warrants that it will:
- fully and effectively indemnify SSN against liability (including but not limited to all claims, judgments, costs and other liabilities) which SSN may incur by reason of the End User’s activities in connection with SSN Data;
- maintain the confidentiality and integrity of any Personal Data received from or on behalf of SSN;
- implement and maintain appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Personal Data in accordance with relevant data protection law;
- ensure that its employees and its agents and permitted sub-contractors will comply with all relevant laws, regulations, bye-laws, British Standards and EU or international standards including but not limited to the Applicable Regulations;
- not undertake any activity or make any claims which will bring SSN into disrepute;
- not institute proceedings for damages for breach of the Agreement after the expiration of thirty days from the date on which the End User became aware of the same or the date on which it ought reasonably to have become aware of the same.
- The End User warrants that where SSN Data has been sent by the End User to any of its associated companies, subsidiaries, affiliates, professional advisers, agents, individuals, customers or clients, SSN shall be permitted to promptly receive a complete and full list of the names and contact details of any and all the recipients of SSN Data upon SSN providing written notice to the End User.
- The Customer and/or any agency or broker executing the Agreement represents and warrants that it has the authority to bind the End User to the terms stated herein and remains jointly and severally liable for all obligations under this Agreement.
- Each Party agrees not to use or reveal the Confidential Information disclosed to it by the other Party for any purpose except to further the objective of the Agreement.
- Each Party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the public domain or possession of persons other than those persons authorized hereunder to have any such information, which measures shall include at least a reasonable degree of care. This provision shall be binding on the Parties and shall be treated and safeguarded hereunder by the receiving Party notwithstanding the termination or expiry of this Agreement.
- Each Party shall keep confidential all provisions of the Agreement and shall not make any public announcement of it or its subject matter without the other Party’s prior written consent.
- The End User acknowledges that SSN shall have the right in SSN’s sole discretion to require the return of any Confidential Information or SSN Data in respect of any Output of SSN Data where SSN deems the SSN Data has been used outside the terms of the End User Licence as specified in the Order Confirmation or; (a) where the End User is unable to destroy any SSN Data; or (b) the Order Confirmation has been cancelled in accordance with clause 10 or (c) upon termination of the Agreement. For the avoidance of doubt, any SSN Data or Confidential Information shall be returned.
- Sole contract
- This agreement constitutes the whole and the entire agreement between the parties with regard to the subject matter hereof. All other warranties and representations not contained herein are excluded.
- No waiver by a party of any breach, failure or default in performance by the other party, and no failure, refusal or neglect by a party to exercise any right in terms of this agreement or to insist on strict compliance with or performance of any of the other party’s obligations under this agreement shall constitute a waiver of the provisions of this agreement
- No variation or modification of this agreement shall be of any force or effect unless the same shall be confirmed in writing and signed by all parties, and then such variation or modification shall be effective only in the specific instance, and for the purpose and to the extent for which made or given.
- Notices and domicile
- The customer chooses as its domicilium citandi et executandi, the address set out in the terms and conditions or such other address at which the Customer notifies SSN in writing from time to time, not being a post office box or poste restante. All notices given in terms of this agreement shall be in writing
- Set off
- The customer shall not be entitled to set off any amounts that may be owing to him by SSN against any amount he owes or may owe SSN in terms of this agreement
- Value added tax
- All prices and charges set out in this agreement and any new price list are exclusive of value added tax
- The Customer shall be liable for and shall pay the amount of value added tax from time to time in respect of this agreement or any other form of tax that may be imposed and be payable in place of such value added tax or in addition thereto
- Right to amend
- SSN has the right to revise and amend these Terms and Conditions. The End User will be subject to the policies and terms in force at the time that the End User orders the SSN Data as evidenced by the Order Confirmation, but subject to (and to the extent of) any changes therein as may from time to time be required by law or regulatory authority.
- Governing law and jurisdiction
- The Agreement shall be governed by and construed and take effect in accordance with English law.
- The courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.
- Force majeure
- Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 (three) months or more, the party not affected may terminate this agreement by giving 30 (thirty) days written notice to the affected party.
- In the event that SSN’s performance of the services is affected by a Force Majeure Event, the charges for the services shall be subject to reasonable modification.
- Upon termination of the Agreement the End User shall immediately return all SSN Data or any other Confidential Information in accordance with this Agreement or confirm its destruction. For the avoidance of doubt, SSN will advise the End User if the SSN Data is to be returned or destroyed.
- SSN may terminate the Agreement with immediate effect on giving written notice to End User if the End User:
- has used SSN Data outside the terms of the Agreement;
- commits any breach of the Agreement which in the sole discretion of SSN cannot be remedied within twenty-eight days of being served written notice to remedy the same;
- commits any breach of the Agreement which is capable of being remedied but has not been remedied within twenty-eight days of written notice being given to the End User;
- convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the End User shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the End User or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the End User or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction of a solvent company) or any other analogous event occurs in respect of or relating to the End User; or
- suffers a change of Control
Any termination of the Agreement shall be without prejudice to any other rights or remedies to which a Party may be entitled under the Agreement or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision of the Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
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