Terms & Conditions
1. Application of Conditions
a. In these Terms and Conditions
a.i. “Additional Terms” means any such special or additional terms beyond those specified in these terms and conditions as may be agreed in writing by the Verso and the Buyer;
a.ii. “Buyer” means the individual firm, company or other party with whom Verso Group (UK) Limited enters into Contract with. Terms such as Customer and Client if used in the Contract shall have the same meaning as the Buyer.
a.iii. “Verso Group (UK) Limited” means Verso Group (UK) Limited (company number: 7484788) whose registered address is Suite 140, Westlink House, 981 Great West Road, Brentford, TW8 9DN. Terms such as Company and Verso if used in the Contract shall have the same meaning as Verso Group (UK) Ltd.
a.iv. “Contract” means these terms and conditions and Additional Terms (if any) made between Verso Group (UK) Limited and the Buyer for the sale or license of materials by Verso Group (UK) Limited to the Buyer.
a.v. “GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data
a.vi. “Hard Bounces” means an indication that an email address is invalid;
a.vii. “Intellectual Property Rights” means any and all patents, copyrights, database rights, design rights, trademarks, service marks, trade and business names (whether or not any of these are registered and including applications for registration of any of the foregoing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world;
a.viii. “Licensed Data” means each and/or all of the compiled listings of data including a combination of names, addresses, telephone numbers, email addresses and/or other information supplied by the Company to the Customer pursuant to this Contract (and Verso reserves the right to include within the Licensed Data
a.ix. seed addresses and any other data required to secure compliance with these Terms);
a.x. “License Period” means the period specified in the Order, or if no license period is specified in the Order, 30 days commencing the date of the Order
a.xi. The “List Owner” means Verso Group (UK) Limited, or the individual firm, company, or other party who has any interest in the list forming the whole or part of the subject matter of these Terms and Conditions between Verso Group (UK) Limited and the Buyer.
a.xii. “Materials” shall mean the lists, articles or things or any of them comprised in these Terms and Conditions between Verso Group (UK) Limited and the Buyer.
a.xiii. “Order” the order form generated and shared by Verso Group (UK) Limited based on the specifications and the requirements given by the Buyer
a.xiv. “Permitted User” means in the event that the Buyer is not the end user and is merely an intermediary who will be selling the materials on to an end user; the Order will specify to whom the Buyer is authorized to sell the materials.
a.xv. “Permitted Uses” means such uses as specified in the Order and if not specified means mailing, telemarketing or email marketing by the Buyer or the Permitted User;
a.xvi. “Soft Bounces” means an indication that an email has been rejected because there is a fault in the recipient’s system;
a.xvii. “Standard Rates” means such scale of fees as are published by Verso from time to time. Verso reserves the right to amend it from to time but with a notice of not less than 30 days.
b. The Contract shall be the entire agreement between the Buyer and Verso any representation or warranty made by or on behalf of Verso Group (UK) Limited prior to the Contract, whether orally or in writing (but excluding fraudulent misrepresentation), is hereby expressly excluded and shall be of no effect.
c. In circumstances where the Buyer has had prior notice of the Contract, then all materials supplied shall be subject to these Terms and Conditions, irrespective of whether the Buyer has signed the Contract.
d. Verso Group (UK) Limited reserves the right to insist that the Buyer notifies it in writing of the full name and address of the Buyer and all its branches and, where the Buyer is a limited company, its registered office. If this information is not provided within seven days of request by Verso Group (UK) Limited, Verso Group (UK) Limited may terminate any Contract which exists and the rights and liabilities of the parties shall be the same as if that Contract had been cancelled in accordance with the provisions of paragraph 5.a.i, below).
e. Verso Group (UK) Limited reserves the right to assign, sub-contract or sub-let the fulfilment of any Contract or any part thereof. The Buyer shall not be entitled to assign the benefit or burden of any Contract without the consent in writing of Verso Group (UK) Limited.
f. Verso Group (UK) Limited will not be prejudiced by any forbearance granted to the Buyer, and no waiver by Verso Group (UK) Limited of any future breach.
a. Unless Verso Group (UK) Limited otherwise agrees in writing the charges for materials shall include:
a.i. The rental charge for the use of a list; and
a.ii. The cost of the materials on which the list is supplied; and
a.iii. The fee schedule for exchanges.
b. In the event that Verso provides leads or carries out any services for which Charges are not agreed in advance, Verso may charge the Standard Rates.
c. Additional charges will be payable for:
c.i. Limited or additional selection from the list; and
c.ii. Preliminary work produced by Verso Group (UK) Limited at the Buyer’s request whether experimentally or otherwise; and
c.iii. In accordance with paragraphs 4 and 5, below (as applicable).
c.iv. Any request by the Customer for the copy or the transcript of the tele call recording or the preliminary work done by Verso in preparation of the Licensed Data, capped at a maximum of £ 10.00 per recording.
d. The charges and prices described above are exclusive of VAT (whether or not mentioned in any quotation or invoice) and VAT shall be payable in addition to the charges and prices and any additional charges.
e. All orders must be prepaid. Where the execution of a job extends over a period exceeding one-month Verso Group (UK) Limited will, if Verso Group (UK) Limited considers it appropriate, invoice monthly (or at such other times as may be agreed with the Buyer) all work carried out by Verso Group (UK) Limited and all such charges will be payable forthwith. Final payment is due within thirty days of delivery of Verso Group (UK) Limited’s invoice.
f. Notwithstanding the foregoing Verso Group (UK) Limited shall, at the request of the Buyer and in Verso Group (UK) Limited’s absolute discretion; open an account facility for the Buyer for payments to be remitted to Verso Group (UK) Limited each calendar month.
g. Time of payment shall be a material condition of the Contract and unless otherwise agreed in writing between Verso and the Customer, Verso Group (UK) Limited reserves the right to charge interest on overdue amounts (both before and after judgment) at the rate of 4% above the base rate from time to time of Lloyds TSB PLC.
h. If the Customer fails to pay the Charges or any part thereof, or any other amount due to Verso under this Contract then Verso has the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
i. The Customer hereby undertakes to and indemnifies Verso against all costs, charges, expenses and other sums expended, paid, incurred in relation to the recovery of any Charges or part thereof or interest thereon or any other sums payable under this Contract by the Customer.
j. Where the Customer is an incorporated body, the directors or members of the Customer shall be jointly and severally liable for any sums payable to Verso in terms of this Contract.
3. Acceptance of orders
a. Verso Group (UK) Limited shall be under no obligation whatsoever to enter into any Contract with the Buyer and shall not be required to give any reason for refusal to enter into any Contract.
b. The Buyer shall provide two examples of each item intended to be mailed, for submission to the list owner and acceptance of a Buyer’s order shall not be deemed to have taken place unless and until the list owner shall, in his absolute discretion, have confirmed in writing such order is acceptable.
4. Delivery and time
a. Verso Group (UK) Limited shall notify the Buyer when the materials are available for delivery to the Buyer. Alternatively, the Buyer may request Verso Group (UK) Limited to deliver the materials to the Buyer’s nominated clients, in which case Verso Group (UK) Limited shall be entitled to charge the Buyer for the costs and expenses of such delivery. Delivery shall be deemed to have taken place when the materials are handed into the custody of the person collecting the materials on behalf of the Buyer, when posted or delivered into the custody of any carrier or messenger, whether appointed by the Buyer or Verso Group (UK) Limited, or when sent to the notified recipient of the Buyer, if by electronic mail.
b. Whilst Verso Group (UK) Limited shall make every effort to complete the Contract within the time quoted, time shall not be of the essence of the Contract unless specifically agreed by Verso Group (UK) Limited in writing.
c. In the event of the Buyer requesting expedited completion of the Contract Verso Group (UK) Limited shall use its reasonable endeavours to complete the relevant Contract in accordance with the Buyer’s request but shall be entitled to charge the Buyer for any overtime or other additions necessitated by or in connection with the request.
a. Verso Group (UK) Limited shall be entitled to cancel any Contract and any future Contract:
a.i. in the event of the Buyer failing to make payment to Verso Group (UK) Limited under the account facility or in any other case;
a.ii. in the event of the Buyer failing to give instructions for delivery or collection of materials;
a.iii. if the Buyer ceases to trade or disposes of its business or threatens to do so or if (the Buyer being a partnership) an application is made for its dissolution or it is dissolved or if the Buyer (being a Company) begins, is party to, consents to, or is otherwise subject to, proceedings under the law relating to bankruptcy, distress, receivership, administration, insolvency or the relief of creditors or enters into arrangements benefiting its creditors;
a.iv. in accordance with paragraph 9, below;
a.v. if the Buyer shall, in Verso Group (UK) Limited’s opinion, have breached the provisions of paragraph 7, below. In any such case, Verso Group (UK) Limited shall be entitled to charge the Buyer any costs, charges or expenses (both direct and consequential) incurred by Verso Group (UK) Limited by reason of such cancellation and will be reimbursed by the Buyer to Verso Group (UK) Limited forthwith.
a.vi. In the event Verso Group has purchased data records and is not satisfied by the quality of the data provided.
b. No Order may be cancelled after Verso has delivered the Licensed Data or any part of thereof to the Buyer.
c. If the Buyer wishes to cancel an Order, it must send written notice of cancellation by post or email to the Company (at the address or email address given on the Website) before the Licensed Data has been delivered and there shall be a cancellation charge of 75% of the Charges to the Company payable within 7 days of the written notice of cancellation.
d. Notwithstanding anything else in this Contract, Cancellation of any Contract by the Buyer will only be accepted at the sole discretion of Verso Group (UK) Limited and, unless otherwise agreed in writing, only upon condition that any costs, charges or expenses (both direct and consequential) incurred by Verso Group (UK) Limited by reason of such cancellation will be reimbursed by the Buyer to Verso Group (UK) Limited forthwith. Acceptance by Verso Group (UK) Limited of any cancellation by the Buyer will only be binding upon Verso Group (UK) Limited if it is made in writing.
6. Replacement Data
a. If Licensed Data has been supplied from Verso’s own in-house database and not from a third party or brokered database bought in especially for the Customer, then subject to Clause 6.b, Verso will provide replacement data under the following circumstances:
a.i. Where more than 15% of postal addresses in the Licensed Data can be shown to be inaccurate; or
a.ii. Where more than 15% of telephone numbers in the Licensed Data can be shown to be inaccurate; or
a.iii. Where more than 15% of the email addresses within the Licensed Data generate Hard Bounces; and for the avoidance of doubt, where Verso provides extra data among the Licensed Data free of charge, such data shall not be subject to the replacement obligations set out in Clause 6.1.
b. Where Licensed Data has been purchased or brokered from a third party on behalf of the Customer, replacement data can only be sought, when more than a 15% of mailing addresses can be shown to be inaccurate or where over 10% of telephone numbers can be illustrated as non-contactable. However, replacement data will be at the discretion of the third-party supplier and Verso shall not be held accountable if no replacement data is made available.
c. A claim for replacement data from a Customer must be made in writing and the Customer must:
c.i. demonstrate that they have tried to contact a minimum of 90% of the recipients in the Licensed Data in question within a period of 30 days from delivery of the Licensed Data; and
c.ii. Provide a full report detailing the accuracy or inaccuracy of each individual record in the Licensed Data and in relation to email addresses, identify whether any bounces were Hard Bounces or Soft Bounces in report format from a verified email broadcasting tool.
d. On receipt of the reports in terms of Clause 6.3, Verso shall have 10 working days to investigate any inaccuracies and if they are satisfied that they are above the levels set out in Clause 6.a then replacement data for the appropriate number of inaccurate record will be supplied as soon as reasonably practicable or where the Licence Data is being delivered in batches to the Customer, along with the last batch of Licensed Data.
7. Verso Group (UK) Limited’s Rights and Obligations
a. Quotations of the number of names and addresses included in a list are approximate only.
b. A small percentage of dummy names and addresses shall be included in all lists to enable Verso Group (UK) Limited to monitor usage.
c. Lists are not built up from any personal knowledge of any particular trade, and Verso Group (UK) Limited relies upon the description of a list provided to it by the list owner. No warranty is therefore given as to the accuracy of any list and the accuracy of any list is not a condition of any Contract. Without prejudice to the foregoing allowance must be made by the Buyer when the Buyer has requested expedited delivery of the materials.
d. Whilst every effort is made by Verso Group (UK) Limited to supply accurate information on the list rented, Verso Group (UK) Limited does not guarantee the result of any mailing or accept liability in the event of failure.
e. Verso Group (UK) Limited does not warrant that the Licensed Data is suitable for the business purpose for which it is being purchased and/or that it would result in sales/generation of business for the Customer. Verso is responsible only for generating the Licensed Data as per the Order. For avoidance of doubt, it is the Customer’s responsibility to ensure the suitability of the data and the effectiveness of the same for the business generation/marketing plans of the Customer.
f. Liability is not accepted by Verso Group (UK) Limited for any loss resulting from non-delivery of mail, save that the Buyer shall be entitled to rely upon the list owner’s specific conditions. Verso Group (UK) Limited shall supply to the Buyer a copy of the list owner’s specific conditions at the Buyer’s request.
g. Information concerning postal regulations will be given by Verso Group (UK) Limited at the request of the Buyer but on the strict understanding that no responsibility is accepted by Verso Group (UK) Limited for the accuracy of such information.
h. Nothing in these Terms and Conditions is intended to exclude or limit Verso Group (UK) Limited’s liability for personal injury or death caused by its negligence, or for fraud. Subject to the previous sentence, damages for direct, indirect and/or consequential losses or otherwise in respect of any claim by the Buyer arising out of or in connection with the materials or their supply or any breach of any Contract by Verso Group (UK) Limited shall, in any event, be limited to the price of the relevant Contract.
i. Verso Group (UK) Limited shall have the right on reasonable notice during normal business hours at its own cost to audit the Buyer’s books and records for the purpose of verifying payments and the Buyer’s compliance with these Terms and Conditions and the terms of any Contract. If any such audit reveals that the Buyer has not so complied, then Verso Group (UK) Limited shall have the right to invoice for all outstanding amounts, in accordance with paragraph 2, above, and, if any such audit reveals that the Buyer has underpaid by 5% or more, then the Buyer shall reimburse Verso Group (UK) Limited for the cost of its audit.
8. Buyers rights and obligations
a. The materials are protected by copyright and database right and such rights are owned and controlled by the list owner. The materials are confidential and proprietary to the list owner. The Buyer shall abide by all copyright restrictions and copyright notices contained in the materials and shall hold the materials in confidence. Without limiting the foregoing, the Buyer agrees to take all reasonable precautions to safeguard the confidentiality of the materials.
b. Unless Verso Group (UK) Limited shall indicate in writing the Buyer shall be entitled to use the materials once only on the date and for the purpose specified by the Buyer at the time of acceptance of his order and using only materials approved by the list owner.
c. The Buyer shall not be entitled to pass on, disclose or otherwise communicate the list or any part thereof or information extracted therefrom to any addressing bureau, computing bureau or any other third party without the written permission of Verso Group (UK) Limited.
d. Copyright in lists, envelopes, labels, data contained on magnetic tapes and all other such materials supplied by Verso Group (UK) Limited shall at times remain with the list owner or Verso Group (UK) Limited as the case may be.
e. Whether or not Verso Group (UK) Limited and/or the list owner shall have seen copies of the items to be mailed or scripts to be dialled by or on behalf of the Buyer, the Buyer warrants that such items contain nothing which infringes copyright or is defamatory, obscene, indecent, or otherwise illegal or unlawful, and shall keep Verso Group (UK) Limited and/or the list owner fully indemnified against losses, costs, charges and expenses of whatsoever nature arising out of or in connection with a claim that such items infringe copyright, are defamatory, indecent or otherwise illegal or unlawful whether or not such claim is upheld or justified.
f. The Buyer shall be liable for loss or misuse of a list whilst in the Buyer’s care, or in the care of the Buyer’s agents, mailing bureau, computer bureau, etc. It will be deemed a misuse of a list if the list, having been supplied for mailing or telephoning and is used for any activity other than the purpose for which it was originally provided.
g. The Buyer shall at all times comply with all applicable provisions of the General Data Protection Regulations 2016 and the Privacy and Electronic Communications Regulations 2003 and shall comply with any and all restrictions imposed by Verso Group (UK) Limited on its processing of the materials (in addition to carrying out all such processing in accordance with the terms set out in any Contract). The Buyer shall indemnify Verso Group (UK) Limited from and against any claims, actions, demands or other proceedings brought against Verso Group (UK) Limited, its employees, representatives or agents by a third party, to the extent that such claim, action, demand or proceeding is based on or arises in connection with any breach by the Buyer of applicable provisions of the General Data Protection Regulations 2016 and the Privacy and Electronic Communications Regulations 2003.
h. Buyer shall take the appropriate technical and organizational measures to adequately protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data.
9. Guarantees - If at any time Verso Group (UK) Limited shall give a written guarantee as to price and for the numbers of names and addresses included on a list such guarantee shall be subject to an allowable discrepancy of 15% or more.
10. Intellectual Property Rights
a. The Buyer warrants and undertakes that the Licensed Data and any related materials shall be used in accordance with the License and the Permitted Uses.
b. The Customer acknowledges the Intellectual Property Rights of Verso in relation to the Licensed Data and shall not acquire or be deemed to acquire under this Contract any rights in relation thereto or any other property or rights belonging to Verso (including without limitation, copyright, logos, trademarks, service marks or get-up) other than as expressly granted and licensed hereunder. The Customer shall not during or at any time after the expiry or termination of this Contract in any way question or dispute the ownership by Verso of any rights in the Licensed Data.
c. The Customer hereby undertakes to keep secure and confidential the Licensed Data and only to allow those employees access to the Licensed Data as is necessary for the performance of the Permitted Uses. The Customer shall not disclose, sell or lend the Licensed Data to any third parties.
d. The Customer hereby indemnifies and shall keep indemnified Verso for any and all loss, costs, liabilities and expenses as may be incurred by Verso directly or indirectly because of a breach of this Clause by the Customer.
e. The Customer hereby indemnifies and shall keep indemnified Verso for any and all loss, costs, liabilities and expenses as may be incurred by Verso directly or indirectly because of any misuse of the Licensed Data or any part thereof or any other derivative work in which Verso has Intellectual Property Rights, by any Permitted Users.
11. Over-Usage - In the event that the Customer is in breach of the terms of Licensed Use, Verso shall be entitled to apply their Standard Rates to any additional uses of the Licensed Data or any other material or derivative work in which Verso has Intellectual Property Rights and invoice the Customer accordingly.
12. Limitation of Liability
a. Nothing in this Contract shall exclude or in any way limit Verso’s liability for fraud caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law. Subject to this but including any liability arising under any indemnity under this Contract:
a.i. Verso’s maximum aggregate liability under or in connection with this Contract, whether in contractor delict (including negligence) or otherwise will in no circumstances exceed the Charges; and
a.ii. Verso will not be liable under this Contract for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by delict or tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
b. These Terms state the full extent of Verso’s obligations and liabilities in respect of the performance under the Contract. The parties agree that any condition, warranty representation or other term concerning the performance under the Contract which might otherwise be implied into or incorporated in this Contract, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.
c. Verso shall not be liable in contract or otherwise for any economic, indirect or consequential loss or damage sustained by the Buyer, Permitted Users or others directly or indirectly making use of the Licensed Data including but not limited to any economic, indirect or consequential loss or damage resulting as a consequence of any defects or inaccuracies or errors in the Licensed Data.
d. Where the Licensed Data is deliverable in batches, Verso shall use its reasonable endeavours to remind the Buyer of any Licensed Data which has not been requested for delivery within a License Period, however ultimate responsibility for delivery within the License Period will remain with the Buyer and no refund shall be made in the event that the Buyer fails to take delivery of the Licensed Data or any part thereof.
e. Verso will not give any refund to the Customer in the event that the Customer has under used the Licensed Data in accordance with the Customer’s licensed use.
13. Legislation and Guidelines
a. The Buyer undertakes to Verso that it will use the Licensed Data in compliance with all UK legislation, government guidelines and regulations, including but not limited to the General Data Protection Regulations 2016.
b. Verso recommends that the Buyer adheres to the PECR & GDPR Guidelines.
a. Either party may terminate this Contract forthwith by notice in writing to the other if the other party:
a.i. Is in material breach of any of the terms of this Contract and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or
a.ii. Passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
a.iii. Being a partnership or other unincorporated association is dissolved or being a natural person dies; or
a.iv. Becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with or grants a trust deed in favour of its creditors or is sequestrated; or
a.v. Has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
a.vi. Ceases, or threatens to cease, to carry on business.
b. The termination of this Contract howsoever arising will be without prejudice to the rights and obligations of either party accrued prior to termination and the Customer shall forthwith upon termination pay to Verso any Charges or other sums payable under this Contract whether or not already invoiced on the date of termination.
15. Force Majeure - Notwithstanding the provisions of paragraph 4b), above, Verso Group (UK) Limited shall not be liable for any loss suffered or incurred by the Buyer as a result of Verso Group (UK) Limited being unable to fulfil any Contract by reason on any act of God, war, terrorism, lockout, strike, fire, flood, delay in transit, postal delay, riot, or any other unexpected or exceptional cause or circumstance beyond Verso Group (UK) Limited’s control, in which case Verso Group (UK) Limited shall be entitled to cancel the Contract or delay the performance thereof for as long as reasonably necessary.
16. Enforceability - If at any time one or more of the provisions of these Terms and Conditions becomes invalid, illegal or unenforceable under any law or is held by a Court to be invalid, illegal or unenforceable the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
17. Jurisdiction - These Terms and Conditions and each and every Contract pursuant thereto shall be governed by and construed in all respects in accordance with the laws of England and Wales, and the Buyer hereby agrees to submit to the jurisdiction of the English Courts.