Arrangement of Clauses
  1. Application of Terms and Conditions
  2. The Data
  3. Use of the Data
  4. Data Bureau Software Licence
  5. Conditions of Use of Equipment and/or Subscriber/Third Party Software to Access the Data
  6. Subscription Charges
  7. Copyright, Trade Marks and other Intellectual Property Rights relating to the Data or the Database
  8. Confidential Information
  9. Liability
  10. Indemnity
  11. Termination
  12. Force Majeure
  13. Notices
  14. Assignment
  15. Waiver
  16. Entire Agreement and Amendments
  17. Headings
  18. Severability
  19. Law
  20. Privacy Policy
  21. Schedules
 
ON-LINE DATA

('ITDealer') provides a website which offers various online services to its registered users. The services currently include the ability to locate various IT related products from various distributors in the IT sector. In order to be able to use website and these services users must agree to ITDealer's Terms of Use. Please read the following Terms of Use carefully before proceeding. If you do not agree to these Terms of Use do not tick on the 'I Agree' button at the end of the Terms of Use. If you agree, your application to become a registered user will be subject to ITDealer's acceptance. If your application is accepted, these Terms of Use will form a contract between ITDealer and you ('Subscriber'). Upon acceptance of this Agreement, the IT Dealer agrees to provide and the Subscriber to accept the Data contained in the ITdealer.com website (the "Website") and more fully herein, all upon the Terms and Conditions, both General and Special contained herein.

 
GENERAL TERMS AND CONDITIONS
  1. Application of Terms and Conditions

    These General Terms and Conditions shall apply to all and any of the Data accessed and/or used by the Subscriber. Any Special Terms and Conditions which may apply to any particular type of Data shall be contained on the Website. You guarantee that the information You provide to ITDealer in Your application is accurate and complete. You also agree to notify ITDealer in writing or by email immediately if there is any change in this information.

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  2. The Data

    1. The Subscriber is responsible for getting an appropriate connection to the Internet with its telecommunications provider in order to access the Website. The Subscriber is responsible for all connection charges to the Internet incurred by it through its use of the Website.

    2. ITDealer provides help desk facility which can be contacted via email on helpdesk@itdealer.com. The Subscriber understands and agrees that ITDealer does not provide on-site support at the Subscriber premises or any other premises.

    3. If the Subscriber application is accepted ITDealer will notify the Subscriber of its account id and password. The Subscriber is responsible for maintaining the confidentiality of the Subscriber account id and the Subscriber password. The Subscriber shall be responsible for all uses of the Subscriber account, whether or not authorised by it. In order to ensure security of the Subscriber account, ITDealer will restrict multiple logins of any one account. The Subscriber agrees to immediately notify ITDealer if it becomes aware that there has been or may have been unauthorised use of the Subscriber password or if it is aware that the Subscriber password is no longer secure.

    4. The Subscriber agrees not to permit any third party to use its account or password. The Subscriber agrees not to use the Website or Services in such a way that the Website or the Services become interrupted, damaged or rendered less efficient or in any way impaired.

    5. The Subscriber agrees not to circumvent or attempt to circumvent any of the security safeguards of ITDealer or any of its suppliers or business partners.

    6. ITDealer will provide the Website and the Services using reasonable care and skill.

    7. ITDealer shall be entitled to alter the form or nature of any or all of the Services provided at the date of the acceptance of the Subscriber's application and/or cease to provide any or all of such Services and/or to offer the Subscriber any additional Services at any time in ITDealer's absolute discretion. The Subscriber agrees that ITDealer shall not be liable to it or to any third party for any modification, suspension or discontinuance of any Service.

    8. The Subscriber acknowledges that any material and/or information downloaded or otherwise obtained through the use of the Website or the Services is at its own discretion and that it will be solely responsible for any damage to its computer system or loss of data that results from the download of such material and/or data.

    9. ITDealer shall use reasonable endeavours to keep the Website and Services free from viruses and corrupt files but does not warrant that the Website or the Services are free from infection by viruses or anything else with contaminating or destructive properties.

    10. The Subscriber acknowledges that ITDealer is not responsible for the content of any material provided by other third party advertisers or business partners and it hereby agree that any claim it may have which arises out of the content of such material shall be against the provider of such material and The Subscriber shall have no claim against ITDealer in respect of the content of such material.

    11. ITDealer shall be entitled to end the Subscriber's right to use the Services without notice if ITDealer becomes aware and determines, in its sole discretion, that the Subscriber has breached any of these Terms of Use.

    12. The Data subscribed for by the Subscriber in accordance with the terms of this Agreement is all data contained on the Website (as amended from time to time), together with any additional or varied Data specified added to the Website which may from time to time be adopted by the Subscriber accessing and/or using the additional or varied Data (the "Data").

    13. The Data and all other material and information made available to the Subscriber by subscribing for the Data is part of the ITDealer's central database (the "Database"). The Database is stored on and is continually amended and updated from many third party data suppliers (the "Data Suppliers") and is made available to the Subscriber through or by use of the ITDealer's computer system (the "System"). Accordingly, ITDealer reserves the right to amend particular programs, information and facilities which the Data comprises from time to time at its discretion provided that any such changes will not substantially diminish the quality of the Data.

    14. The ITDealer shall use all reasonable endeavours to ensure that the Data will (subject to other terms of this Agreement) be available during normal business hours applicable to the Subscriber's Territory in each week (except for national holidays) that this Agreement is in force.

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  3. Use of the Data

    1. The Subscriber shall use the Data and the information available or obtained there from solely for the purposes of the Subscriber's principal business within the Territory as disclosed in full to ITDealer prior to execution of this Agreement and from time to time thereafter in the event of any change or relevant diversification. The Subscriber shall not reproduce or redistribute the Data in machine readable form other than with the prior written consent of ITDealer.

    2. The Subscriber shall not otherwise than with the prior written consent of ITDealer use, store, download, sell, redistribute or deal with the Data or such information in any manner, or for any other purpose. The Subscriber shall be liable, notwithstanding any other remedies ITDealer may have against the Subscriber including termination of this Agreement to indemnify ITDealer for any loss ITDealer suffers and/or to reimburse ITDealer for the gain the Subscriber obtains in contravention of this Clause.

    3. The Subscriber acknowledges that use of the Data requires the Subscriber to use of its own skill and judgment. The Subscriber warrants that it has such skill and judgment and undertakes at all times to exercise its own judgment in use of the Data and shall be solely liable for all opinions, recommendations, forecasts or comments made or actions taken.

    4. The Subscriber shall faithfully reproduce or, if omitted, add the copyright symbol and clause of ITDealer as follows: "© 2008 IT Dealer Limited ALL RIGHTS RESERVED" to all information obtained from the Database or by use of the Data, on all copies (authorized or otherwise) made whether in printed form, magnetic or any other media.

    5. The Subscriber acknowledges that it is aware that use of the Data, whether by accessing, utilizing, storing or otherwise dealing with the same may from time to time be subject to certain statutory or other external regulations, conditions and restrictions. The Subscriber undertakes to comply with such regulations, conditions or restrictions applicable to the Subscriber's Territory.

    6. Other than with the prior written consent of ITDealer the Subscriber is expressly prohibited from using or redistributing the Data for the purposes of:

      1. compiling an internal database, other than as and to the extent permitted in this clause;

      2. commercial information redistributing or reproduction of the same by the press or media or through any commercial network, cable or satellite system;

      3. permitting or allowing the Data to infringe or otherwise prejudice the proprietary rights of ITDealer or the Data Suppliers;

      4. allowing any third party to access the Data unless expressly so permitted by ITDealer.

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  4. Data Bureau Software Licence

    1. The Subscriber hereby grants to the Client a non-exclusive, non-transferable licence to access via ITDealer's software (the "ITDealer Software"), store and use the Data during the term of this Agreement in accordance with the following conditions:

      1. the Data may only be accessed by, stored and used on the one Client workstation at the Subscriber's address specified on the front page of this Agreement;

      2. the Data may not be stored on a file server for multiple use;

      3. shared access to the Data is not permitted under this licence;

      4. the Data may not be redistributed internally or externally and may only be used in accordance with the provisions of Clause 3 above.

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  5. Conditions of Use of Equipment and/or Subscriber/Third Party Software to Access the Data

      1. The Subscriber shall prior to the initial connection of the items of equipment or Subscriber's or third party software which the Subscriber proposes using to access the Data ("Equipment" or "Software" respectively) and which is capable of communicating with the System, have the Equipment and Software approved by ITDealer and, subject to the rights of ITDealer under (ii) below, the Subscriber may connect the Equipment and Software to access and use the Data.

      2. ITDealer may at any time require the Subscriber to disconnect its Equipment or any part or parts thereof from accessing and using the Data if in the opinion of ITDealer, such Equipment is or has been the cause or is likely to be the cause of failures, interruptions, errors or defects in the System or the Database. In the event that the Subscriber is so required to disconnect, ITDealer will as soon as possible thereafter, advise the Subscriber of such changes as must be made to such Equipment to enable the Subscriber to obtain the Data subject to such further charges as ITDealer shall determine.

      3. Any breach of sub clause (ii) or unauthorized access to or use of the Database will entitle ITDealer in addition to any other remedy it may have, to terminate supply of the Data to the Subscriber immediately and/or this Agreement as a whole.

    1. The Subscriber shall ensure that if such Equipment and/or Software is used for any other purpose than accessing and using the Data in accordance with the provisions of this Agreement, it is used in such a manner so as not to corrupt the System software and any other software which may be used by ITDealer or used in the System, or any information on the Database. Nor shall it be used to access or retrieve any part of the Database which is not part of the Data subscribed to by the Subscriber under this Agreement.

    2. The Subscriber shall not without ITDealer's express prior written consent, and shall ensure that no other person shall:

      1. make any additions, modifications, adjustments or alterations to the Data (while such Data is in the Database), System or Database;

      2. attempt to rectify or permit any persons other than ITDealer or its agent to rectify any fault or inaccuracy in the Data (while such Data is in the Database), System or Database;

      3. otherwise tamper with the Data (while such Data is in the Database), System or Database;

      4. use such Equipment and/or Software (when dealing in any way with the Data or the information or facilities obtained therefrom) in a manner which is inconsistent with the terms and conditions of this Agreement;

      5. permit the Equipment or Software to be linked to or communicate in any manner or be used in connection with any other database, time sharing or other system, computer bureau, data or telecommunication service or any other service or word processing system or information distribution network, whereby the information, material or data obtained from the Data or the System or Database are being accessed, used, stored or redistributed as the case may be, by or through such other equipment.

    3. The Subscriber shall permit ITDealer or its representative or agent to have access to the Subscriber's location and to the Equipment, Software and/or Data for the purposes of inspection and testing of the same or for any other purpose referred to herein or in any schedule hereto.

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  6. Subscription Charges

    1. The Subscriber shall pay to ITDealer the Subscription Charges specified in Schedule B as such charges may be varied from time to time by ITDealer giving to the Subscriber 30 days' prior written notice by e-mail. Such variation shall take effect upon expiry of the notice period unless the Subscriber elects to terminate this Agreement in accordance with the provisions of Clause 11.

    2. Subscription Charges shall, unless otherwise specified in Schedule B be payable immediately upon subscription.

    3. ITDealer shall be entitled to:

      1. suspend the provision of such charged Services and Data to the Subscriber until the Subscriber agrees to pay such charges; or

      2. terminate the provision of such charged Services and Data if the Subscriber does not agree to pay such charges within 14 days of the notice of the new charges. For the avoidance of doubt, ITDealer shall not be entitled to charge the Subscriber for use of the Services and Data without the Subscriber's consent.

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  7. Copyright, Trade Marks and Other Intellectual Property Rights relating to the Data or the Database


    1. The Subscriber acknowledges that the copyright and any and all of the copyright, trade marks, and other intellectual property rights subsisting in or used in connection with the Data, the Database and the System including the manner in which it is presented or appears and all information, documentation and manuals relating thereto are (unless another owner is specified therein or thereon hereinafter referred to as the "Owner") the property of ITDealer or Owner as the case may be and the Subscriber shall not during or at any time after the expiry or termination of the Agreement in any way question or dispute the ownership by ITDealer or Owner as the case may be of any such rights.

    2. The Subscriber shall not during or after the expiry or termination of this Agreement, without the prior written consent of ITDealer or the Owner as the case may be or to the extent only permitted by the applicable law, abuse or permit the abuse of such copyright or use or adopt any trade mark, trade name, or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name or commercial designation used by ITDealer or the Owner as the case may be.

    3. Copyright in the Database
      The Subscriber acknowledges that ITDealer has spent, and continues to spend, considerable time and resources on the selection and arrangement of the Database as an original intellectual creation. Accordingly, ITDealer owns copyright in the selection and arrangement of the contents of the Database and in the electronic materials necessary for its operation, without prejudice to the rights of the various Data Suppliers in the contents of the Database.

    4. Copyright in the contents of the database
      In addition to ITDealer's copyright specified in (c) above, the Subscriber acknowledges that ITDealer has spent considerable time and resources to collect, collate, compile, reformat and verify the accuracy of the contents of the Database. Accordingly, ITDealer owns copyright in the contents of the Database to the extent that the same is not the copyright of the Data Suppliers.

    5. Infringement of the Database
      The Subscriber undertakes not to reproduce, adapt, translate, arrange or make available to any third party, either directly or indirectly, any part of the Database or its contents of which the Data forms a part (including any electronic materials necessary for its operation) except to the extent that and for so long as the Subscriber is expressly permitted to do so in accordance with this Agreement, or as permitted by any mandatory provisions of law, and undertakes to take all necessary steps to prevent access to the Database by any person except those of its employees who need to have access thereto for the purposes permitted by this Agreement.

    6. Unauthorized Extraction and Re-utilization
      Notwithstanding the provisions of (c) above and irrespective of whether or not copyright in the Database is owned by ITDealer, the Subscriber shall not, other than as expressly permitted in this Agreement, extract or re-utilize the contents of the Database (or any part thereof) for any commercial purpose including but not limited to trading, building commercial databases, reselling or redistributing the Data.

    7. Remedies of ITDealer
      The Subscriber acknowledges that civil and criminal penalties may be incurred in the event of any infringement of the copyright and/or other rights in relation to the Database or its contents (including any electronic materials referred to in (c) above), and that any such infringement by the Subscriber may result in incalculable damage and/or loss to ITDealer, and accordingly agrees that, in addition to any other right or remedy of ITDealer, ITDealer shall be entitled to immediate injunctive relief to restrain any actual or apprehended infringement thereof. The Subscriber undertakes to indemnify ITDealer in full, against all loss, damage, costs and expenses (including loss of profit) which may be incurred by ITDealer by reason of any such infringement by the Subscribe.

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  8. Confidential Information

    1. ITDealer regards the information and facilities available from the Data including information relating to the Database and the System or marketing thereof as confidential to ITDealer and the Subscriber hereby agrees that it will use such confidential information solely for the purposes of this Agreement and that it shall not disclose, whether directly or indirectly, to any third party such information other than as required to carry out the purposes of this Agreement.

    2. In cases where disclosure is necessary, the Subscriber will, prior to any such disclosure, obtain from such third parties duly binding agreements to maintain in confidence the information to be disclosed to the same extent at least as the Subscriber is bound to ITDealer hereunder.

    3. The foregoing provisions shall not prevent the disclosure or use by the Client of any information which is or hereafter, through no fault of the Client, become public knowledge or to the extent permitted by the applicable law.

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  9. Liability

    1. ITDealer will not be liable to the Subscriber for any scheduled or non-scheduled interruptions of the Website or Services.

    2. ITDEALER PROVIDES THE WEBSITE AND THE SERVICES ON 'AS IS' BASIS AND ITDEALER DOES NOT GUARANTEE THAT THE WEBSITE OR SERVICES WILL BE AVAILABLE OR SUITABLE FOR THE SUBSCRIBER'S PURPOSES AND REQUIREMENTS.

    3. ITDEALER DOES NOT GUARANTEE THE ACCURACY NOR COMPLETENESS OF ANY INFORMATION CONTAINED ON THE WEBSITE OR SERVICES NOR THAT THE WEBSITE OR THE SERVICES WILL BE ERROR FREE.

    4. ITDealer shall not be liable in contract or otherwise for any direct, indirect or consequential loss or damage sustained by the Subscriber or others directly or indirectly making use of the Data, the Database, the System and, where applicable, Equipment and/or ITDealer Software including but not limited to any loss or damage resulting as a consequence of any defects, delays, interruptions or failures in the System or inaccuracies or errors in the Data or Database and specifically excludes the same to the extent permitted by the law applicable to this Agreement.

    5. Unless otherwise excluded pursuant to the foregoing provisions of this Clause, the liability of ITDealer in contract or otherwise for any direct, indirect or consequential loss or damage (excluding death or personal injury) sustained by the Subscriber or others directly or indirectly making use of or arising in any way from the Data, System or Database whether arising as a result of ITDealer's negligence, wilful default, misrepresentation or other breach or breaches of its duties or obligations, shall be limited to the total Fees and Charges payable by the Subscriber in respect of the Data in the relevant year.

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  10. Indemnity

      1. the access to and/or use (other than as permitted by this Agreement) by the Subscriber of the Data, Database and System;

      2. any information, data or material produced by the Subscriber obtained in whole or in part from the Data, Database or System;

      3. any breach by the Subscriber of any of the provisions of this Agreement or any schedule attached or adopted as relative hereto.

    1. The Subscriber further undertakes that it will not seek to recover and shall not be entitled to recover from ITDealer or to be indemnified by ITDealer in respect of any direct, indirect or consequential loss or damage or against any claims, proceedings, costs, demands, liabilities and expenses whatsoever sustained, incurred or paid by the Subscriber to any party in respect of any of the matters specified in this Agreement and in any schedule attached or adopted as relative hereto other than as required by the applicable law.

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  11. Termination

    1. Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party may forthwith terminate this Agreement by written notice to the other if any of the following events shall occur:

      1. if the other party commits any breach of the terms or conditions of this Agreement including the terms, conditions and provisions of any schedule attached or adopted hereto and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation therefor) within (30) thirty days after receiving written notice from the party requiring it so to do;

      2. if the other party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a private limited or a public limited company or equivalent organisation in the jurisdiction of the applicable law) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution shall be threatened or levied upon any equipment and/or software or other property of the party entitled to serve notice hereunder or if the other party is unable to pay its debts in accordance with the law relating to this Agreement.

    2. Termination of this Agreement shall be without prejudice to any accrued rights of either party and shall not affect obligations which are expressed not to be affected by expiry or termination hereof.

    3. The Subscriber undertakes that within seven (7) days after the date of expiry or termination of this Agreement for whatever reason, the Subscriber shall purge/expunge from the Subscriber's system all Data transferred and/or stored during this Agreement and furnish ITDealer with a certificate, certifying that the principal and all copies of such Data made (in whole or in part), in any form or media have been so purged/expunged, or permit ITDealer's personnel so to do.

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  12. Force Majeure

    Neither party shall be liable to the other in any way whatsoever for failure, interruption, delay or any other matters of the nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; the failure of the System or the Equipment or Software; interruption to the Data or problems associated with transmission or access by/to the System; the unavailability of material, information or data for or to update the Database, System or Software; or the requisitioning or other act or order by any government department, council or other constituted body. Neither party shall further be under any liability to the other in any way whatsoever for any other circumstances or happenings (whether of the foregoing classes or not) beyond its control. In the event of a failure of the System, ITDealer shall, as soon as conditions return to normal, take all reasonable steps to rectify the failure at the earliest possible opportunity. In the event that any circumstances covered by this clause cannot be rectified or remedied or continues for a period of six months or more either may at its option terminate this Agreement forthwith and without liability for such termination.

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  13. Notices

    All notices to or by the respective parties hereto shall be in writing in the [ ] language and shall be deemed to have been duly given when delivered by hand, posted by recorded delivery post or sent by facsimile to the party to which such notice is required to be given under this agreement addressed as follows:

    The Subscriber:                       CONTACT:
                                                 FAX:



    ITDealer:                                CONTACT:
                                                 FAX:

    or to such other address or facsimile number as the respective parties hereto may hereafter specify to the others in writing. Notices delivered by hand or sent by facsimile shall be deemed received the first working day following such delivery or sending. Notices which have been posted as above shall be deemed received on the [ ] working day following posting.

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  14. Assignment

    The Subscriber shall not, without the prior written consent of ITDealer, assign or transfer this Agreement or any of its rights under this Agreement to any other person, firm or company.

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  15. Waiver

    Failure or neglect by ITDealer to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of ITDealer's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice ITDealer's rights to take subsequent action.

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  16. Entire Agreement and Amendments

    This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties prior to the signing of this Agreement which constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of each party by a director or such other duly authorized officer as the case may be.

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  17. Headings

    The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

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  18. Severability

    In the event that any or any part of the terms, conditions or provisions contained in this Agreement or any schedule attached or adopted as relative hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

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  19. Law

    This Agreement shall be governed and construed in all respects in accordance with English Law and the courts of England and Wales shall be the courts with competent jurisdiction on all matters arising from this Agreement.

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  20. Privacy Policy

    1. ITDealer takes the Subscriber's privacy seriously and will use its reasonable endeavours to safeguard the personal information the Subscriber supplies to ITDealer in the Subscriber's application or which ITDealer obtains about the Subscriber's activities on the Website.

    2. In addition to the information the Subscriber supply when the Subscriber registers with ITDealer, the Service automatically gathers certain usage information, such as the number and frequency of visits to the Website and products searches performed.

    3. ITDealer may use the personal information which ITDealer holds about the Subscriber to provide the Subscriber with details of goods or services ITDealer believes may be of interest to The Subscriber. Such goods or services may be provided by ITDealer or third parties. ITDealer may also supply such personal information to third parties to do the same. If you do not want to be a informed of these goods orservices then please tick the box.

    4. Except as described above or required by law or permitted under the Data Protection Act 1998, ITDealer will not disclose the Subscriber's personal information to any third parties without the Subscriber's prior consent.

    5. If the Subscriber's application to become a ITDealer registered user is accepted ITDealer will notify the Subscriber by email. If the Subscriber does not want to receive the types of unsolicited communications from ITDealer described above. The Subscriber can remove itself from ITDealer's mailing list by using the unsubscribe feature contained in such email. The Subscriber shall be removed from the mailing list within 5 working days of ITDealer's receipt of the Subscriber's request to be removed.

    6. The Subscriber acknowledge the Internet is not a 100% secure medium for communication and, accordingly, ITDealer cannot guarantee the accuracy of any of the information that is presented. ITDealer does however ensure that the information displayed is as accurate as possible. ITDealer is not responsible for any damages The Subscriber, or others, may suffer as a result of the loss of confidentiality and use of such information.

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