Agreement means the binding agreement between you and us comprising the Contract, these Standard Conditions and any direct debit or payment methods.
118 DB means the computerised list of Business Listings generated and maintained by 118 Data Resource which is distributed to its Partner Network & used for marketing purposes by 118 Data Resource and other third parties.
Business Listings means the company name, address, telephone number, industry and other information associated with a company.
Client Business Listings means a Business Listing that originates from or is supplied by Client and which when submitted to 118 Data Resource forms part of the 118 database, and comprises of at least the elements below:
Company Trading Name
Website (if available)
Industry classification (selected from a list to be supplied by 118 Data Resource)
Commencement Date – Date of Client signature on the Agreement;
Client (you) means the person, company or other organisation (named on the Contract as the Client) who offers to purchase the Service or a person, company or other organisation who or which enters into an Agreement with us for the provision of the Service; and “you” and “your” shall have a corresponding meaning.
CSV Template means the template created by 118 Data Resource containing a list of mandatory data elements that form a Business Listing;
Fee means payment due as defined in the Contract.
Order means the Contract which you complete and submit to us confirming details of the Service.
Partner Sites means third party websites to which we have agreed to provide Business Listings and will change from time to time.
The Service means the Get Me Everywhere product.
Standard Conditions means these contractual conditions.
Us means 118 Data Resource a company registered in England and Wales under number 6325712, whose registered office is at 62 Anchorage Road, Sutton Coldfield B74 2PG; and “we” and “our” has a corresponding meaning.
2.1 Client grants 118 Data Resource the non-exclusive rights to distribute Client Business Listings to the Partner Network as part of the 118 DB, and 118 Data Resource agrees to do so under the terms of this Agreement.
2.2 118 Data Resource warrants that the Client Business Listings provided will be distributed in a timely manner to the Partner Network; however both parties acknowledge that Partners are not contractually obligated to use the Client Business Listings and 118 Data Resource has no obligation under this Agreement to ensure their use by any or all of the Partners at any time. 118 Data Resource takes no responsibility whatsoever for the form and/or manner that Partners may choose to display the Client Business Listings.
2.3 Both parties agree that 118 Data Resource may telephone Client Business Listings for the purposes of:
2.3.1 validating the information submitted, as part of the contractual obligation 118 Data Resource has to some Partners that it will check Business Listings are correct, and;
2.3.2 checking or taking the relevant usage permissions, and;
2.3.3 obtaining any further information that 118 Data Resource requires to fulfil its contractual obligations to its Partners.
2.4 Both parties agree that unless specified otherwise, the Client Business Listings submitted will be updated by 118 Data Resource from time to time and this may result in elements of the Client Business Listing being changed or removed.
2.5 118 Data Resource agrees that it will not update the Client Business Listings, and Client acknowledges that this may result in the Client Business Listings becoming inaccurate over time, for which 118 Data Resource will not be held accountable.
2.6 Both parties agree that Client may provide updated Client Business Listings at a reasonable frequency throughout the Term of this agreement; this is agreed as no more than 2 updated versions of a Client Business Listing being submitted in any 30 day period.
2.7 118 Data Resource shall inform the Client of any Business Listings already on the 118 DB that appear to refute or otherwise contradict the submitted Client Business Listings and both parties shall agree between them whether to (a) delete any such Business Listing if it is inaccurate or the business no longer trades, or to (b) verify the Business Listings by either party contacting it. In the case of near matches of data, 118 Data Resource reserves the right without notice to the CLIENT to adopt the CLIENT Business Listing in substitution for its own.
2.8 118 Data Resource shall provide a report to Client after processing of the Client Business Listings, confirming the successful upload or otherwise of the submitted information.
2.9 The Client shall pay the Fee in accordance with the provisions of the Contract.
3. Commencement and Duration
3.1 The Agreement shall not be formed unless and until we have in our possession a signed Contract.
3.2 Unless it is terminated earlier in accordance with the Contract, the Agreement will continue:
a. in relation to the Service, for the duration specified in the Contract commencing on the Effective Date; or
b. indefinitely until terminated by you or us in accordance with the Contract.
4. Our Rights and Responsibilities
4.1 Subject to these Standard Conditions, we shall provide or arrange the provision of the Service using the reasonable skill and care of a competent provider.
4.2 You acknowledge and accept that we do not make any representations or warranties that your business listings will appear on any particular Partner Site.
4.3 You acknowledge and accept that computer and telecommunications systems may sometimes require periods of downtime for repair, maintenance and upgrading and, therefore, we cannot guarantee uninterrupted availability. However, where it is in our control, we will try to keep any periods of downtime to a minimum.
4.4 We will be entitled to prevent the display of your business listings if you fail to make any payment in respect of it or in respect of the service which is purchased as part of the Order.
4.5 We accept the business listings from you on the understanding that you have unconditionally approved the business listing for distribution on behalf of the business or representative thereof.
5. Intellectual Property Rights
During the term of this Agreement:
5.1 118 Data Resource warrants and undertakes that it is the proprietor or authorised licensor of the 118 database and the 118 Data Resource Data and all Intellectual Property Rights therein.
5.2 The Client acknowledges the proprietary rights of 118 Data Resource in relation to the 118 DB and the Client shall not acquire or be deemed to acquire under this Agreement any rights in relation thereto or any other property or rights belonging to 118 Data Resource (including without limitation, copyright, logos, trademarks or service marks) other than as expressly granted and licensed.
5.3 Both parties agree that when a Client Business Listing is submitted and forms part of the 118 DB, 118 Data Resource will gain Intellectual Property Rights over the content of that Client Business Listing and may use and sub-license the information held within.
5.4 The Client warrants that it is authorised to submit the Client Business Listings to 118 Data Resource. Where the Client is an agency or contractor to the company whose details are contained within the Client Business Listing, it warrants that it has gained the express and full permission of the company concerned to make such submissions.
5.5 The Client warrants that it shall indemnify 118 Data Resource against any legal action or claim for damages taken by any company on the grounds that the Client Business Listing as submitted by the Client is incorrect.
5.6 Both parties will at all times comply with the relevant rules and regulations governing the use, holding, disclosure and processing of personal data including without limitation the UK Data Protection Act 1998 and any applicable legislation which may come into force from time to time and which relates to data protection.
6. Limitation of Liability
6.1 The Client agrees that use of the service is entirely at the Client’s own risk. 118 Data Resource’ services are provided without warranty of any kind, either expressly or implied, including without limitation any warranty for information, services, uninterrupted access or products provided through or in connection with the Service, including without limitation the 118 Data Resource software licensed to the customer and the results obtained through the Service. Specifically, 118 Data Resource disclaims any and all warranties, including without limitation: 1) any warranties concerning the availability, accuracy or content of information, products or services; and 2) any warranties of title or warranties of merchantability or fitness for a particular purpose.
6.2 This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, deletion, defect, computer virus, theft or destruction or unauthorised access to. The Client specifically acknowledges that 118 Data Resource is not liable for the defamatory, offensive or illegal conduct of other customers or third parties and that the risk of injury from the foregoing rests entirely with the Client.
6.3 Neither 118 Data Resource nor any of its agents, affiliates or content providers shall be liable for any direct, indirect, incidental, special or consequential damages arising out of use of the service or inability to gain access to or use the services or out of any breach of any warranty. The Client hereby acknowledges that the provisions of this section shall apply to all content of the Service.
7.1 Each party agrees that in entering into the Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement for which its sole remedy shall be for breach of contract under the terms of the Agreement. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud.
7.2 The Agreement constitutes the entire agreement between the Client and us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between you and us.
8. IP Addresses and Cookies
We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual.
For the same reason, we may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our site and to deliver a better and more personalised service, including through our advertising partners.
They enable us:
– To estimate our audience size and usage pattern
– To allow us to customise our site according to your individual interests
– To speed up your searches
– To allow you to more easily find previously viewed content when you return to Get Me Everywhere.
9. Where We Store Your Personal Data
All information you provide to us is stored on our secure servers. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
10. Governing Law and Jurisdiction
The Agreement is made and shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.