These Terms and Conditions (the “Agreement”) govern the provision of data services (the “Services”) by AI Digital Ventures Ltd T/A Genesis Data Technologies company registration number 14883572 (the “Data Provider”) to the client or customer (the “Client”). By accessing or using the Services, the Client agrees to be bound by this Agreement and upon confirmation of the order.

1. Data Services
1.1. Scope of Services: The Data Provider shall provide the Client with access to data products and/or datasets as agreed upon in the confirmed order.
1.2. Data Accuracy: The Data Provider endeavours to provide accurate and reliable data. However, the Client acknowledges that data accuracy is subject to various factors, including but not limited to data sources, data collection methods, and data processing techniques. The Data Provider does not guarantee the accuracy, completeness, or reliability of the data provided.
1.3. Data List Provision: The Data Provider grants the Client a non-exclusive, non-transferable, revocable license to access and use the data solely for the Client’s internal business purposes as per the terms of this Agreement.

1.3.1. The Client shall immediately cease processing of the Data Provider’s data, including any sales, marketing, or promotional activities upon request of the Data Provider where a request has been received from the Data Subject to cease further processing of their data.
1.3.2. The Client may continue to process data subjects that have agreed to hear from the client. However, they do so as the Data Controller and will rely upon their own obtained consent.

1.4. The Client shall use the Data solely for their own business purposes and not resell, distribute, or share them with any third parties without the Data Provider’s prior written consent.

1.4.1. The Client shall comply with all applicable laws, regulations, and industry standards regarding the use and processing of consumer data, including data protection and privacy laws.
1.4.2. Data Interactions: The Data Provider does not guarantee the conversion, response rates, or specific outcomes from the use of the Data as these factors may depend on various external factors beyond the Data Provider’s control.
1.4.3. Data Delivery: The Provider shall deliver the Data to the Client in the agreed format and within the agreed timeframe specified in the agreement or order.
1.4.4. The Client shall promptly notify the Data Provider of any issues or discrepancies with the Data within a reasonable time after delivery.

2. The Data Provider Obligations
2.1. The Data Provider shall deliver the Data to the Client in accordance with the Sales Order. However, time shall not be considered as an essential element of this agreement in relation to delivery dates.
2.2. The Data Provider shall only be obligated to supply replacement data for invalid records that have been proven to exceed or equal 5% of the total volume of the supplied Data.
2.3. In the event of any complaints or disputes regarding the supplied Data, the Data Provider shall only replace the relevant Data elements if they do not comply with the Sales Order, subject to the following conditions.

2.3.1. The Client must submit the dispute via email to the Data Provider not exceeding the time frame of 30 days from the date the Data is received by the Client.
2.3.2. The Data Provider reserves the right to provide replacement Data if a dispute is validated in accordance with its internal procedures and compliance criteria.

3. Client Obligations
3.1. The Client must accept the Data and at all times comply with The Data Protection Act 2018, which is the UK’s implementation of the General Data Protection Regulation (GDPR) and the data protection principles therein, any and all codes of practise issued pursuant thereto and the Privacy & Electronic Communications (EC Directive) Regulations or the equivalent in UK law.
3.2. The Data may only be used by the Client for its internal use and only as a source of reference for its circulation of offers of products and services by mail, telephone, email (if applicable) to some or all the individuals listed in the Data unless the Data Provider has
otherwise given its written consent.
3.3. The Client must always comply with The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) for non-broadcast advertisements, sales promotions and direct marketing communications, along with all other applicable laws and regulations.
3.4. The Client must not infringe any intellectual property rights including, but not limited to copyrights, database rights, trademarks and the like, or the rights of any third party or issue any defamatory, indecent, illegal, or otherwise unlawful material using the Data.
3.5. If any Data Subject “opts out” or objects to receiving marketing materials and or communications from the client, this should cease immediately, within reason. Notification should be made to the Data Provider by email and remove any such third party from any mailing list the Client or its parent, subsidiary or associated companies own or control.
3.6. Subject Access Requests must be made in writing by the Data Subjects to [email protected].
3.7. The Client must retain the Data under its control and ensure the security of the Data from access by unauthorised persons.
3.8. The Client shall allow the Data Provider to include in the Data, a small percentage of seed and dummy data subject details for control and compliance purposes. Charges may incur under clause 4.6 for data use outside of the license agreement as evidenced through the seed data.
3.9. The Client undertakes to provide the Data Provider with any notices it receives relating to any data and provision breaches and the Client agrees to indemnify and hold the Data Provider harmless in respect of any losses and costs (including reasonable legal costs) it might sustain as a result thereof.

4. Payment and Billing
4.1. Fees: The Client agrees to pay the fees for the Services as specified in the separate agreement or purchase order.
4.2. The Fee is exclusive of VAT, which will be charged at the prevailing rate.
4.3. The Fee will be calculated by reference to the quantity of Data supplied and will be charged in bands at the rate set out in the Sales Order or as a fixed fee as referred to in the Sales Order.
4.4. If the Fee shall be a fixed fee:

4.4.1. The Data Provider shall deliver such quantity of Data as available as shall equal the Estimated Quantity
4.4.2. The Data Provider shall be entitled to offer to the Client at a pro rata rate.

4.5. Additional Charges for Data Misuse: In the event that the client misuses the data provided, the Data Provider reserves the right to impose additional charges.

4.5.1. The Client acknowledges that the data, leads or services provided by the Data Provider are subject to data protection and privacy laws.
4.5.2. Misuse, includes, but not limited to;

4.5.2.1. unauthorised sharing,
4.5.2.2. resale,
4.5.2.3. violation of data protection laws,
4.5.3. The additional charges for data misuse shall be determined by the Data Provider and communicated to the Client in writing.
4.5.4. The Client agrees to promptly pay the additional charges imposed by the Data Provider for any proven or suspected data misuse.
4.5.5. The Data Provider reserves the right to suspend or terminate the provision of services and take legal action against the Client for any intentional or significant breach of data protection laws or misuse of the data provided.

4.6. Payment: The Data Provider requires payment from the Client for the fees specified upfront. Unless otherwise agreed, payment is due prior to delivery.

5. Ownership: The Data Provider retains all right, title, and interest in the data provided, including any intellectual property rights associated with the data.

6. Restrictions: The Client shall not reproduce, distribute, modify, create derivative works from, reverse engineer, or decompile the data provided by the Data Provider, except as expressly permitted under this Agreement.

7. Confidentiality: The Client agrees to keep all non-public data and information received from the Data Provider confidential and shall not disclose such data or information to any third party without the prior written consent of the Data Provider, except as required by applicable law.

8. Subcontractor refers to an individual, firm, or company to whom the Data Provider may sub-contract some or all its duties and obligations under the terms of this Agreement. The Subcontractor may be engaged by the Data Provider to assist in the provision of data services, data processing, or any other related activities as agreed upon between the parties. The Subcontractor shall be bound by the terms and conditions of this Agreement to the same extent as the Data Provider and shall comply with all applicable laws and regulations in the performance of their subcontracted duties. The Data Provider remains fully responsible for the actions, performance, and compliance of the Subcontractor with respect to the obligations under this Agreement.

9. Limitation of Liability
9.1. Save as specifically set out herein, the Data Provider shall not be liable whatsoever (however arising) in relation to any loss suffered by the Client or any third party arising from the supply of the Data.
9.2. the Client acknowledges:

9.2.1. That the Data Provider gives no warranty or representation as to the performance of the Data or the rate at which it converts into actual or eventual sales or payment activity.
9.2.2. The Data Provider does not warrant that each element of the Data is accurate or complete or that any information contained therein is accurate or complete.
9.2.3. The Client shall not be entitled to refuse to pay any part of the Fee, by reason of any error or admission which the Client may suffer as a result.
9.2.4. Any claim which the Client may have, shall not exceed the Fee.
9.2.5. The employees and agents of the Data Provider are not authorised to make oral or written representations concerning any Sales Order.
9.2.6. The Data Provider shall not be liable for any damages or costs of whatever nature either in terms of loss of profits, consequential or otherwise, which may arise because of any breach of these Terms and Conditions or the Sales Order.
9.2.7. The Client shall not institute proceedings for damages for breach of these Terms and Conditions or arising from the Sales Order, after the expiration of one year from the date on which the Client became aware of the same, or the date on which it ought reasonably to have become aware.

9.3. Notwithstanding any indemnities and liabilities set out in this Agreement, the parties shall be under a duty to use its best efforts to minimise its loss in connection with any circumstances which may lead it to bring a claim or demand (“indemnitee”) against the other party (“indemnitor”) pursuant to this Agreement. The indemnitee shall notify the indemnitor in writing without delay of any matter which may result in such a claim or demand being made against it.
9.4. In no event shall the Data Provider be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Services, even if the Data Provider has been advised of the possibility of such damages. The Data Provider’s total liability under this Agreement shall be limited to the amount paid by the Client for the Services during the 12 months preceding the event giving rise to the liability.
9.5. Disclaimer: The Data Provider disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Client acknowledges that the use of the Services is at their own risk.

10. Termination
10.1. The Data Provider may terminate this Agreement and Licence forthwith on giving written notice to the Client if:

10.1.1. The Client commits a serious breach of these Terms and Conditions and in the event of the breach being capable of being remedied, shall have failed to remedy the breach within fourteen days after the receipt of a request in writing from the Data Provider to do so; or
10.1.2. The Client fails to comply with any statutory demand or goes into liquidation or has passed a resolution for its winding up or an Administration Receiver appointed, or a Petition presented to the Court for an Administrative Order or a Voluntary Arrangement; or

10.2. In the event of any termination of this Agreement and Licence (irrespective of the reasons) the Client shall forthwith delete all copies electronic or otherwise with all other information which the Client might hold on or have received from the Data Provider and confirm by signing and returning a data destruction notice.
10.3. Termination of this Agreement and Licence for whatever reason shall not affect the accrued rights or liabilities of either party.

11. Governing Law and Dispute Resolution
11.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
11.2. Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12. Data Protection
12.1. Data Protection Compliance: The Data Provider shall process personal data in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the Data Protection Act 2018.
12.2. Data Processor Obligations: To the extent that the Data Provider processes personal data on behalf of the Client, the Data Provider shall act as a data processor and shall process such data solely in accordance with the instructions provided by the Client.
12.3. Data Security: The Data Provider shall implement appropriate technical and organisational measures to protect personal data against unauthorised access, disclosure, alteration, or destruction.

13. Miscellaneous
13.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, or representations, whether oral or written.
13.2. Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by both parties.
13.3. Severability: If any provision of this Agreement is deemed invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
13.4. By using our Services and by signing the Sales Order, you confirm that you have read, understood, and agreed to these Terms and Conditions.