Terms & Licencing

• The Data is supplied under licence and is not sold.
• The licence is granted subject to these Terms and Conditions.
• The Licence shall commence upon delivery of the Data and terminate on the date set out in the Order Form.
• The Data shall be deemed received upon supply by Prolists.
• By placing an order, accepting delivery, or using the Data, You agree to be bound by these Terms.
• These Terms constitute the entire agreement between the parties and supersede any prior discussions or representations unless agreed in writing by Prolists.

• The Data may be used only for the benefit of a single business entity unless otherwise agreed in writing.
• You must not make the Data available to any third party without prior written consent.
• Any approved third party (including agencies) must agree in writing to be bound by these Terms.
• You remain fully responsible for any use of the Data by any third party acting on your behalf.
• You must not sell, rent, lease, sub-license, distribute or otherwise transfer the Data.
• You must maintain appropriate technical and organisational measures to protect the Data.
• The Data may be stored within your systems only for the purposes permitted under these Terms.
• You must ensure all employees, agents and contractors are bound by confidentiality obligations.

Employee Responsibility
You are responsible for all use of the Data by your employees, agents, contractors or any person under your control. Any unauthorised use, disclosure or transfer shall be treated as a breach by You. You must take reasonable steps to prevent unauthorised copying, retention or removal of the Data.

• The Data must remain identifiable and capable of complete removal.
• All Data must be permanently deleted upon expiry or termination of the licence and You may be required to confirm this in writing.

• The Data may only be used for legitimate business-to-business marketing and communication.
• You must comply with all applicable laws, including GDPR and PECR.
• Communications must be relevant, proportionate and lawful.
• You must honour all opt-out or suppression requests and maintain suppression records where required.
• You must not engage in excessive, intrusive or inappropriate contact.
• Prolists accepts no responsibility or liability for communications made by You.

• Where applicable, Prolists may provide updates during the Licence Term upon request.
• Updates will not normally be issued within one month of licence expiry.

• Prolists makes reasonable efforts to ensure that the Data is accurate and up to date at the time of supply.
• However, no guarantee is given as to completeness, accuracy over time, or the outcome of any campaign.
• Where individual records can be demonstrated to be materially inaccurate at the point of supply, Prolists will provide a pro-rata refund or credit in respect of those records only.
• Claims must:
  • be submitted within 30 days of delivery
  • be supported by reasonable evidence
  • follow any required submission format
• Prolists reserves the right to verify any claim.
• This constitutes the sole and exclusive remedy in respect of Data accuracy.

• Fees are payable as set out in the Order Form or Invoice.
• Payment is required in advance unless otherwise agreed.
• Use of the Data is prohibited where payment is overdue.
• Prolists reserves the right to charge interest on overdue amounts in accordance with applicable law.s

• Use of the Data outside the Licence Term or otherwise in breach of these Terms is strictly prohibited.
• In the event of such unauthorised use, You agree to pay additional licence fees.
• These fees shall:
  • be calculated by reference to the original Fee; and
  • apply to each instance of unauthorised use, including use following expiry of the Licence Term or use in breach of the permitted conditions.
• Without limitation, such additional licence fees may include:
  • a fee equivalent to the original Fee for each period of unauthorised use; and/or
  • additional charges where the Data has been shared, transferred, or used outside the permitted scope.
• You acknowledge and agree that:
  • the Data has significant commercial value;
  • it is supplied under a controlled licensing model;
  • unauthorised use undermines that model; and
  • the loss arising from such use is difficult to quantify in advance.
• Accordingly, the additional licence fees payable under this clause represent a reasonable and proportionate estimate of the loss likely to be suffered, including loss of licensing control and commercial value.

• Prolists may terminate the licence immediately in the event of breach.
• Upon termination, You must immediately cease use and delete all Data.
• No refund will be due in the event of breach.
• Orders cancelled after delivery remain payable in full.

You shall indemnify Prolists against any losses, claims or liabilities arising from:

• your use of the Data
• your breach of these Terms
• any communications made using the Data

Nothing in these Terms limits liability for:

• death or personal injury caused by negligence
• fraud or fraudulent misrepresentation

Subject to this:

• liability is limited to the Fees paid
• Prolists shall not be liable for indirect or consequential loss

• You act as an independent data controller.
• You must comply with GDPR and PECR.
• You must notify Prolists of any regulatory enquiry relating to the Data and cooperate as reasonably required.

• Prolists may include traceable records within the Data to monitor usage.
• You must not remove or alter such records.
• Prolists may request reasonable information to verify compliance.

All intellectual property rights in the Data remain the property of Prolists and/or its licensors.

You acknowledge that unauthorised use may cause irreparable harm and Prolists may seek injunctive or equitable relief.

Clauses relating to confidentiality, data protection, indemnity, liability and unauthorised use shall survive termination.

If any provision is invalid, the remainder shall remain in force.

Failure or delay in enforcing any provision shall not constitute a waiver.

These Terms are governed by the laws of England and Wales and subject to the jurisdiction of the English courts.