WorldAddress Agreement

  1. DEFINITIONS AND INTERPRETATION
    • 1.1 In these General Terms the following definitions shall apply:
      • “Additional Terms” means the special terms and conditions relating to particular aspects of the Service as set out in the appendices to this Agreement which will apply if the Client has selected that aspect of the Service on the Licence Certificate.
      • “Agreement” means the Agreement between AFD Software Limited and the Client for the provision of the Service.
      • “Business Day” means Monday to Friday (excluding public and bank holidays in England).
      • “Charges” means the charges set out in the Licence Certificate during the Initial Period and thereafter shall mean AFD Software Limited’s standard pricing.
      • “Client” means the organisation, firm, company or public authority that enters into an Agreement with AFD Software Limited for the provision of the Service.
      • “Client Information” means data and any other materials provided or otherwise made available to AFD Software Limited by or on behalf of the Client. This may include Personal Data on individuals such as the Client’s employees and customers.
      • “Confidential Information” means any information relating to the business of the disclosing Party which is not publicly available including, but not limited to, (i) Client Information, information regarding the business, affairs, customers, clients, suppliers, operations, processes, product information, know-how, technical information, designs, trade secrets or software of the disclosing Party; (ii) any information, findings, data or analysis derived from Confidential Information including the Output Material; (iii) the existence and terms of this Agreement; and (iv) any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the disclosing Party.
      • “Contract Start Date” means the date specified as the contract start date on the Licence Certificate.
      • “Data Subject” means a living individual about whom a Data Controller holds Personal Data. For the purposes of this Agreement, this may include an individual whose details are provided to AFD Software Limited by the Client as part of the Client Information.
      • “Event of Force Majeure” means any one or more acts, events, omissions or accidents beyond the reasonable control of a Party, including but not limited to: strikes, lock-outs or other industrial disputes (other than a Party’s own); failure of a utility service, or transport network or information technology or telecommunications service; act of God (including without limitation fire, flood, earthquake, storm or other natural disaster); war, threat of war, riot, civil commotion or terrorist attack; malicious damage (including without limitation the acts of hackers); epidemic; compliance with any law or governmental order, rule, regulation or direction; and/or default, non-performance or late performance of suppliers or sub-contractors.
      • “Group Company” means in relation to a Party, that Party, any subsidiary or holding company from time to time of the Party and any subsidiary from time to time of a holding company of that Party, as defined by s1159 of the Companies Act 2006, as amended from time to time. “Helpdesk” means the helpdesk facility provided AFD Software Limited to handle enquiries and administration for the Service.
      • “Initial Period” means the period specified on the Licence Certificate starting on the Contract Start Date.
      • “Intellectual Property Rights” means (i) patents, rights to inventions, rights in designs, trademarks and trade names, copyright and related rights, rights in goodwill, database rights and know-how, whether registered or not; (ii) all other intellectual property rights or forms of protection and similar or equivalent rights anywhere in the world (whether registered or not) which currently exist or are recognised in the future; and (iii) all applications, extensions and renewals to any such rights.
      • “Output Material” means all information provided to a Client by AFD Software Limited including the results of any enquiry or search, reports, certificates or management information relating to the Client’s use of the Service.
      • “Party” means a party to this Agreement and “Parties” shall be construed accordingly.
      • “Permitted User” means anyone who has been given access to the Service by the Client in accordance with the terms of this Agreement. “Personal Data” means data which relates to a living individual who can be identified (i) from that data, or (ii) from that data and other information which is in the possession of, or is likely to come into the possession of, the Data Controller and includes any expression of opinion about the individual and any indication of the intentions of the Data Controller or any other person in respect of the individual.
      • “Privacy and Data Protection Requirements” the Data Protection Act 2018, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction.
      • “Service” means the World Address service, the Standard Support Services as detailed in the Licence Certificate together with any other ancillary services provided by AFD Software Limited to the Client pursuant to this Agreement.
      • “Standard Support Services” means the standard support services as indicated on the Licence Certificate and provided in accordance with the terms of Schedule 1.
      • “System Administrator” means the individual(s) named as such on the Licence Certificate or their replacement(s) as notified to AFD Software Limited by the Client who will be familiar with the use of the Service and be the first point of contact for all Permitted Users of the Service.
      • “User Profile” means the specific configuration of the Service created for the Client as detailed on the Licence Certificate.
    • 1.2 The headings in this Agreement do not affect its interpretation.
    • 1.3 References to clauses, sections and appendices are to clauses, sections and appendices of this Agreement.
    • 1.4 Words in the singular include the plural and vice versa.
    • 1.5 A reference to “writing” or “written” does not include electronic mail or facsimiles.


  2. PROVISION OF THE SERVICE
    • 2.1 AFD Software Limited will provide the Client with the Service detailed in the Licence Certificate in accordance with the terms set out in this Agreement.
    • 2.2 AFD Software Limited will use reasonable endeavours to provide the Service in accordance with any timetable agreed with the Client. However, the Client acknowledges and accepts that any dates given by AFD Software Limited are estimates only and that delivery of the Service by AFD Software Limited for resale of the Service will be dependent upon the Client’s timely cooperation with AFD Software Limited as well as other factors outside of AFD Software Limited’s reasonable control.
    • 2.3 The Client acknowledges and accepts that occasionally AFD Software Limited in providing the Service to the Client, may be required to:
      • (a) change the technical specification of the Service for operational reasons;
      • (b) give the Client instructions which it reasonably believes are necessary for reasons of health, safety or the quality of any Service provided by AFD Software Limited and the Client shall comply with such instructions; and
      • (c) suspend the Service for operational reasons such as repair, maintenance or improvement or because of an emergency, in which case AFD Software Limited with give the Client as much on-line, written or oral notice as possible and shall ensure that the Service is restored as soon as possible following suspension.
    • 2.4 The Client shall be responsible for:
      • (a) ensuring that it has a minimum of one System Administrator who is familiar with the use of the Service and can act as the first point of contact for all Permitted Users of the Service;
      • (b) informing AFD Software Limited of any changes to the Client’s System Administrator’s contact details without undue delay;
      • (c) providing the telecommunications and network services and correctly configured hardware and other equipment needed to connect to the Service;
      • (d) the configuration and management of access to the Service including configuration of the Client’s network, firewall, DNS, routers, personal computers and User Profile; and
      • (e) obtaining AFD Software Limited’s prior written consent to any integration of the Service into a website or call centre application which the Client may wish to undertake; and
      • (f) any work required for any integration approved by AFD Software Limited.
    • 2.5 The Client must inform AFD Software Limited, without undue delay, of any changes to the information which the Client supplied.


  3. USE OF THE SERVICE
    • 3.1 The Client shall comply with these General Terms and all relevant Additional Terms to this Agreement.
    • 3.2 The Client must ensure that any software, equipment and materials which are used with the Service:
      • (a) are connected and used in accordance with any instructions and security procedures specified by AFD Software Limited or other relevant third party licensor;
      • (b) are technically compatible with the Service.
    • 3.3 The Client shall only access the Service as permitted by AFD Software Limited and shall not attempt at any time to circumvent system security or access the source software or compiled code.
    • 3.4 The Service is provided solely for the Client’s own internal use. The Client must not resell or attempt to resell the Service (or any part or facility of it, including the Output Material) to any third party.
    • 3.5 The Client must not use the Service for the purposes of verifying the identity of Data Subjects where the Client does not have the relevant permission or consent from the Data Subject in accordance with the Privacy and Data Protection Requirements.
    • 3.6 The Service is protected by Intellectual Property Rights. The Client must not copy, store, adapt, modify, transmit or distribute the Service except to Permitted Users or permit anyone else to do the same.
    • 3.7 The Client shall be responsible for the creation, maintenance and design of all Client Information.
    • 3.8 The Client warrants that it shall comply with all applicable legislation, instructions and guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the Client and its use of the Service including those which relate to the provision of Client Information.
    • 3.9 The Client is responsible for the acts and omissions of all Permitted Users of the Service and is liable for any failure by a Permitted User to perform or observe the terms and conditions of this Agreement including without limitation to the provisions set out in the Additional Terms and any instructions issued under clauses 2.3 and 3.2.
    • 3.10 If the Client uses the Service in contravention of this clause 3 then AFD Software Limited shall be entitled to treat the contravention as a material breach of this Agreement which cannot be remedied.
    • 3.11 AFD Software Limited shall not be responsible for the decisions that the Client makes as a result of the information, Service or Data that AFD Software Limited provides to the Client under this Agreement.


  4. SECURITY
    • 4.1 The Client is responsible for the security and proper use of all user identities (“User IDs”) and passwords used in connection with the Service (including changing passwords on a regular basis).
    • 4.2 The Client shall take all necessary steps to ensure that User Ds are kept confidential, secure, are used properly and are not disclosed to any unauthorised parties. For the avoidance of doubt, the Client will be responsible for all Charges for the Service where its User ID has been used to access the Service.
    • 4.3 The Client must immediately inform AFD Software Limited if there is any reason to believe that a User ID or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
    • 4.4 AFD Software Limited reserves the right to suspend User ID and password access to the Service if at any time AFD Software Limited reasonably considers that there is or is likely to be a breach of security or misuse of the Service and/or to require the Client to change any or all of the passwords used by the Client in connection with the Service.


  5. INTELLECTUAL PROPERTY RIGHTS
    • 5.1 The Client acknowledges that all Intellectual Property Rights in the Service and the Output Materials belong and shall continue to belong to AFD Software Limited or AFD Software Limited’s third party supplier. AFD Software Limited grants a non-transferable licence to the Client to use the Service and Output Material in accordance with the terms of this Agreement.
    • 5.2 If any third party makes or threatens to make a claim against AFD Software Limited, the Client or one of AFD Software Limited’s third party suppliers that the use of the Service and/or Output Material or part thereof infringes any third party’s Intellectual Property Rights, AFD Software Limited shall be entitled to do one or more of the following:-
      • (a) suspend any part of the Service that is subject to the infringement claim made by the third party;
      • (b) modify the Service, or item provided as part of the Service, so as to avoid any alleged infringement, provided that the modification does not materially affect the performance of the Service;
      • (c) require AFD Software Limited to terminate the Agreement upon written notice to the Client.
    • 5.3 The Client warrants that it will not use or exploit the Intellectual Property Rights in the Service or Output Material or permit others to use or exploit the Intellectual Property Rights in the Service or Output Material outside of the terms of the licence granted to the Client in clause 10.1 this Agreement.


  6. CONFIDENTIALITY
    • 6.1 Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third party except as permitted by clauses 6.3, 6.4 and 6.5 or to the extent necessary for the proper performance of this Agreement.
    • 6.2 Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information.
    • 6.3 Neither Party shall use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
    • 6.4 Each Party may disclose the other Party’s Confidential Information:
      • (a) to its or its Group Companies’ employees, officers, representatives, advisers and third party suppliers who need to know such information to perform its obligations under this Agreement. Each Party shall ensure that its and its Group Companies’ employees, officers, representatives, advisers and third party suppliers to whom it discloses the other Party’s confidential information comply with this clause 8; and
      • (b) as may be required by law, court order or any governmental or regulatory authority;
    • 6.5 For the purposes of clause 6.1, Confidential Information shall not include information which:
      • (a) is or becomes generally available to the public (other than through a breach of this Agreement);
      • (b) is lawfully in the possession of the other Party before the disclosure under this Agreement took place;
      • (c) is obtained from a third party who is free to disclose it; or
      • (d) the Parties agree in writing is not confidential or may be disclosed.


  7. DATA PROTECTION
    • 7.1 Both Parties warrant that they will comply with their respective obligations under the Privacy and Data Protection Requirements.
    • 7.2 The Client acknowledges and agrees that it is responsible for:
      • (a) obtaining the informed consent (permission) of any Data Subjects whose Personal Data is provided to AFD Software Limited as part of the Client Information prior to use of the Service.
      • (b) creating and maintaining an audit trail of all informed consents received from each individual Data Subject.
    • 7.3 Where AFD Software Limited processes Personal Data on the Client’s behalf, AFD Software Limited acting as Data Processer will:
      • (a) act on and comply with the Client’s instructions with regard to the processing of its Personal Data; and
      • (b) take reasonable steps to ensure the reliability of all AFD Software Limited’s employees who have access to the Client’s Personal Data; and
      • (c) take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; and
      • (d) where an individual exercises his or her right under any laws in respect of Personal Data processed by AFD Software Limited on the Client’s behalf or where the Client is required to deal or comply with any assessment, enquiry, notice or investigation by any regulatory or legal body, AFD Software Limited will cooperate with the Client’s reasonable requests to enable it to comply with its legal obligations which arise as a result of the exercise of such rights or as a result of such assessment, enquiry, notice or investigation.
    • 7.4 The Client acknowledges and agrees that it is responsible for:
      • (a) obtaining the informed consent (permission) of any Data Subjects whose Personal Data is provided to AFD Software Limited as part of the Client Information prior to use of the Service.
      • (b) creating and maintaining an audit trail of all informed consents received from each individual Data Subject under clause 7.4(a) above.
    • 7.5 The Client shall ensure that where relevant, the consent provided by a Data Subject in complies with Privacy and Data Protection Requirements and is sufficient to allow AFD Software Limited to access, use, store, transfer and process the Data Subject’s Personal Data in accordance with the terms of this Agreement.
    • 7.6 Where relevant, the consent wording must also include reference to the fact that, where appropriate and relevant for the provision of the Service, Personal Data will be transferred outside the European Economic Area (“EEA”) in order to perform identity verification or checking and that those countries outside the EEA may not have protections in place for personal data as extensive as those within the EEA.
    • 7.7 As the Client’s Data Processor (or otherwise) AFD Software Limited relies on its Clients for direction as to the extent to which it is entitled to process any Personal Data provided to it by the Client. Consequently AFD Software Limited will not be liable for any claim brought by an individual (whose Personal Data is provided to AFD Software Limited by the Client) arising from the processing of Personal Data undertaken by AFD Software Limited in accordance with instructions given to it by the Client or in the provision of the Service in accordance with the terms of this Agreement.
    • 7.8 In the event that AFD Software Limited has been required to deal with a Data Subject as a result of a decision that the Client has made regarding such Data Subject and AFD Software Limited is not at fault, the Client will be charged on a time and materials basis for the cost incurred in dealing with such Data Subject.


  8. LIABILITY
    • 8.1 Neither Party excludes or limits its liability for death or personal injury resulting from its negligence, fraudulent misrepresentation or any other type of liability that cannot by law be excluded or limited.
    • 8.2 Neither Party excludes or limits its liability in respect of clauses 5 (Intellectual Property Rights), 6 (Confidentiality) and 7 (Data Protection) of this Agreement.
    • 8.3 Due to AFD Software Limited’s reliance on third party data suppliers, and telecommunication services, over which AFD Software Limited has no direct control, AFD Software Limited cannot warrant:
      • (a) the accuracy, suitability for purpose/requirements and/or uninterrupted availability of the Service or Output Materials;
      • (b) that the use of the Service and/or the Output Materials will meet the Client’s business requirements and the Client accepts that the Service was not designed or produced to its individual requirements and that it was responsible for its selection. Consequently, the Client agrees that except as expressly set out in this Agreement, all warranties, conditions and other terms relating to the Service and this Agreement whether express or implied by law, custom or otherwise are, to the fullest extent permitted by law, excluded from this Agreement.


  9. CONSEQUENCES OF TERMINATION
    • 9.1 When this Agreement terminates the Parties will return or destroy (at the option and request of the disclosing Party) any Confidential Information belonging to the other Party in its possession or control.
    • 9.2 The termination of this Agreement does not affect the accrued rights, remedies and obligations or liabilities of the Parties existing at termination. Nor shall it affect the continuation in force of any provision of this Agreement that is expressly or by implication intended to continue in force after termination.


  10. AUDIT RIGHTS
    • 10.1 Upon reasonable prior written notice to the Client and upon reasonable grounds, AFD Software Limited or its third party supplier shall be entitled to conduct an on-site audit or to appoint a third party auditor to conduct an on-site audit of the Client’s premises used in connection with the Service for the purposes of investigating the Client’s compliance with its obligations under this Agreement.
    • 10.2 Audits shall not be carried out on more than one occasion per year of this Agreement unless AFD Software Limited or its third party supplier reasonably believes that the Client is in material breach of the Agreement or unless AFD Software Limited or its third party supplier is required to do so by any regulatory body with competent jurisdiction. AFD Software Limited, its third party supplier, or its auditor may be accompanied by representatives of any such regulatory body or third party supplier in respect of any such audit imposed on AFD Software Limited or its third party supplier.
    • 10.3 All audits will be conducted in a manner that does not materially disrupt, delay or interfere with the Client’s performance of its business and shall be carried out at the expense of AFD Software Limited. Should the audit reveal a breach of the Agreement by the Client, the Client shall reimburse AFD Software Limited for the full cost of the audit.
    • 10.4 The Client shall provide AFD Software Limited, (or any regulatory body or third party supplier as relevant) with full access to its premises, employees, computers, IT systems and records as required for the purpose of any such audit.
    • 10.5 Prior to undertaking an audit under this clause 10 AFD Software Limited shall be entitled (but not obligated) to submit to the Client questions regarding the Client’s performance of its obligations under this Agreement. The Client shall respond to these questions within 14 days of receiving such request. The submission of questions under this clause 10.5 will not prejudice AFD Software Limited or its third party supplier’s audit rights under this clause.


  11. MISCELLANEOUS
    • 11.1 The Client may not assign or transfer (in whole or part) any of its rights or obligations under this Agreement, without AFD Software Limited’s prior written agreement (which must not be unreasonably withheld or delayed).
    • 11.2 The Parties agree that:
      • (a) neither Party has been induced to enter into this Agreement by any representation, warranty or other assurance not expressly incorporated into it; and
      • (b) in connection with this Agreement its only rights and remedies in relation to any representation, warranty or other assurance are for breach of contract and that all other rights and remedies are excluded, except in the case of fraud.
    • 11.3 If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
    • 11.4 No failure or delay by a Party to exercise any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other remedy.


  12. GOVERNING LAW AND JURISDICTION
    • 12.1 By entering into this Agreement, the Parties warrant that they each have the right, authority and capacity to enter into and be bound by the terms and conditions of this Agreement and that they agree to be bound by these.
    • 12.2 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the laws of England and both Parties submit to the exclusive jurisdiction of the English Courts, save that AFD Software Limited may elect to bring proceedings against the Client in the courts of any jurisdiction where the Client or any of the Client’s property or assets may be found or located.
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