Our Terms & Conditions

In this Agreement, the following terms shall have the following meanings:-

The Supplier:    Megalist Associates or their successors or assignees
External Agency:     Any individual, partnership, body corporate or other undertaking employed  by The Supplier to supply Data ordered by the Licensee. 

Data    The database(s) provided specified in the Order Form and such other databases as may be added by written agreement between the parties from time to time.

The Licensee    The individual, partnership, body corporate or other undertaking purchasing The Supplier 's Data and includes their personal representatives or successors.

Intellectual Property Rights    All copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.

Order Form      The Supplier's standard order form as printed on the reverse hereof and/or as otherwise supplied by The Supplier and on which any order for the Data or any part thereof must be made.

2. Licence and Payment 

2.1 From the date of receipt by The Supplier of this Licence executed by the Licensee, The Supplier grants to the Licensee a non-exclusive, non-transferable revocable Licence to use the Data and no rights of ownership in any Data passes to the Licensee. Under no circumstances may a Licensee who has chosen a 'single use' of the Data as written on the Order Form be permitted to use the Data more than once, this does not include a right of sale and is not for simultaneous use by more than one person and if used more than once is subject to a fee equal to the base rental x 10.Where the Licensee has chosen a 'multiple use' of the Data as written on the Order Form under no circumstances does this include a right of sale and is not for simultaneous use by more than one person and subject to any special conditions specified in the Order Form.

2.2 Any use of the Data otherwise than in accordance with Clause 2.1 shall be subject to The Supplier's prior written consent and any reasonable additional Licence fee which The Supplier determines.

2.3 The Licensee shall pay the full Licence fee to The Supplier before The Supplier is under any obligation to supply the sites.

2.4 Where delivery or completion of the Data is delayed through any cause whatsoever beyond eight weeks from the date of The Supplier's acknowledgement of the Agreement The Supplier reserves the right to increase the contract price.

2.5 If the Licensee fails to pay any sum due under this Agreement when it is expressed to be due, The Supplier shall be entitled to charge interest on a daily basis on all overdue amounts and on outstanding interest from the date of such failure until payment (both before and after judgement) at an annual rate 4% above the base rate for the time being in force of Barclays Bank plc.

2.6 For the purposes of this Agreement, time of payment by the Licensee shall be of the essence.

2.7 The Licence Fee and all other monies due pursuant hereto shall be subject to VAT.

3. Confidentiality, Copying and Intellectual Property Rights

3.1 The Licensee acknowledges that the Data (and any modifications thereof or updates thereto provided to the Licensee) and any particulars thereof provided to the Licensee are confidential and the Licensee undertakes not to divulge such information to a third party and only to divulge such information to its associated companies, agents and employees to enable it to be used in accordance with and for the purposes hereof and to ensure that such entities maintain such confidentiality and the Licensee acknowledges that the terms of this Clause and Clause 4 shall survive the termination for whatever reason of this Agreement.

3.2 The Supplier shall be entitled to disclose the name of the Licensee as a user of the Data.

3.3 Except for back-up purposes or otherwise in accordance with the law, the Licensee shall not itself nor allow any third party to duplicate or otherwise reproduce in whole or in part the Data.

3.4 The Licensee acknowledges that it obtains no copyright or any other right in the nature of copyright or any other intellectual property right whatsoever in the Data or any software or documentation by virtue of this Agreement. The Licensee must not sell, rent or deal in the Data or reconstitute the Data for the purpose of resale or rental.

3.5 The Licensee will notify The Supplier of any claim which may be made against The Supplier or the Licensee alleging that the use of the Data infringes the rights of a third party as soon as it becomes aware of any such actual or potential claim.

3.6 The Licensee shall immediately bring to the attention of The Supplier any infringement or suspected infringement by any third party of any of the intellectual property in the Data of which it is aware and shall at the request and expense of The Supplier take such action or assist The Supplier in taking such action as The Supplier may deem appropriate to protect its intellectual property.

3.7 The Licensee undertakes not to remove, delete or obscure any copyright notices or confidentiality notices on or in the Data or the medium on which it is recorded.

4. Limitation of Liability and Warranty

4.1 The Data have not been compiled to meet the individual requirements of the Licensee and it is the sole responsibility of the Licensee to satisfy itself prior to entering this Agreement that the Data will meet its requirements or be compatible with its hardware/software configuration. The Supplier makes no warranty or representation in that respect and no failure of any part or the whole of the Data to be suitable for the Licensee's requirements shall entitle the Licensee not to accept the same or give rise to any right or claim against The Supplier.

4.2 The Supplier is not liable for any indirect loss or consequential loss howsoever arising suffered by the Licensee (including without limitation in respect of both indirect and consequential loss, loss of profit, revenue, data or goodwill) or for any liability of the Licensee to any third party arising in any way in connection with this Agreement whether not such loss has been discussed by the parties pre-contract.

4.3 The Supplier shall not be liable for any loss or damage of whatsoever nature suffered by the Licensee arising out of or in connection with any breach of this Agreement by the Licensee or any act, misrepresentation, error or omission made by or on behalf of the Licensee (including without prejudice use of the Data by someone with inadequate training or experience) or arising from any cause beyond The Supplier's reasonable control.

4.4 Subject to Clauses 4.7 - 4.10 below, no matter how many claims are made and whatever the basis of such claims, The Supplier's maximum aggregate liability to the Licensee under or in connection with this Agreement, in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 4.1- 4.3 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to the Licence Fee paid by the Licensee.

4.5 The Licensee agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the Licence Fee has been calculated on the basis of the limitations and exclusions in this Clause 4 and that the Licensee will effect such insurance as is suitable having regard to its particular circumstances and the terms of this Clause 4.

4.6 Whilst The Supplier makes all reasonable attempts to exclude viruses from the Data, it cannot ensure such exclusion and no liability is accepted for viruses. Thus, the Licensee is recommended to insure itself against this risk.

4.7 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of The Supplier or its appointed agents.

4.8 Whilst The Supplier will make all reasonable efforts to ensure that the Data meets the Licensee?s criteria it is the responsibility of the Licensee to satisfy itself within ten days of receipt of the Data that it meets the terms of their order. Failure to notify in writing the Supplier to the contrary within 10 working days will be deemed acceptance of the Data and The Supplier will accept no responsibility or claim thereafter.

4.9 Whilst The Supplier has made all reasonable efforts to cause the Data to be accurate, it makes no express representations and excludes any implied representations or warranties to the effect that the Data is free from errors or omissions and the Licensee agrees that the existence of such errors shall not constitute a breach of this Licence.

4.10 The Supplier warrants that the medium on which the Data is supplied pursuant hereto will be free from inherent material defects for a period of 30 days from the date of dispatch to the Licensee. In the event that the medium on which the Data is supplied pursuant hereto is not free of such defects, the Supplier will, at its option, repair or replace such medium providing that the original disk is returned to it and that the defect or lack of performance has not been caused by the Licensee using the said medium, the Data otherwise than in accordance with the terms hereof. All other warranties, express or implied, statutory or otherwise are excluded.

5. Termination

5.1 Either party may terminate this Agreement immediately by written notice to the other in the event that any of the following occur : -
a) an order is made or a resolution is passed for the winding up of the other party, or if a provisional liquidator is appointed in respect of the other party, or if an administration order is made in respect of the other, or if a receiver is appointed in respect of the other or all or any of its assets or  if the other is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Act 1986, or if any voluntary arrangement is  proposed under Section 1 of the Insolvency Act 1986 in respect of the other;b) the Licensee purports to breach Clause 6.4 hereunder.

5.2 Termination of this Agreement shall be without prejudice to any other rights or remedies of the terminating party.

5.3 In the event of termination of this Agreement, the Licensee shall immediately cease using the Data and within 7 days return the Data and any documentation supplied by The Supplier to The Supplier together with all copies thereof and the Licensee agrees that in such event it shall not make any further use of the Data nor retain any copies nor any lists prepared by the Licensee.

5.4 In the event of cancellation the Licensee agrees to pay a cancellation fee which includes all loss of profits and all costs incurred (including any legal expenses due to the Licensee 's default).

6. General

6.1 Subject to Clause 6.2, this written Agreement together with the Order Form, constitutes the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein.

6.2 No change, alteration or modification to this Agreement shall be valid unless in writing and signed by duly authorized representatives of both parties.

6.3 If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.

6.4 The rights and obligations of the Licensee under this Agreement are personal to the Licensee and the Licensee undertakes that it shall not, without the prior written consent of The Supplier, assign, lease, charge, sub-Licence, or otherwise transfer such rights and obligations in whole or in part.

6.5 The Supplier reserves the right to sub-contract any of the work required to fulfil the Licensee's order(s) and also reserves the right to assign or charge the benefit of this Licence.

6.6 Any notice given pursuant hereto may be served personally or sent by pre-paid registered letter or recorded delivery to the addresses given here above. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service or, when posted, 48 hours after the same shall have been put into the post correctly addressed and pre-paid.

6.7 Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.

6.8 Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

6.9 Clause headings have been included in this Agreement for convenience only and shall not be considered part of, or be used in interpreting, this Agreement.

6.10 This Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England and Wales.