|Arrangement of Clauses
Application of Terms and Conditions
Use of the Data
Data Bureau Software Licence
Conditions of Use of Equipment and/or
Subscriber/Third Party Software to Access the Data
Copyright, Trade Marks and other Intellectual
Property Rights relating to the Data or the Database
Entire Agreement and Amendments
('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
user will be subject to ITDealer's acceptance. If your application is accepted,
('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
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.
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.
ITDealer provides help desk facility which can be contacted
via email on firstname.lastname@example.org.
The Subscriber understands and agrees that ITDealer does not provide on-site
support at the Subscriber premises or any other premises.
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
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.
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.
ITDealer will provide the Website and the Services using
reasonable care and skill.
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.
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.
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.
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.
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
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").
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.
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.
Use of the Data
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.
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.
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.
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.
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
Other than with the prior written consent of ITDealer the
Subscriber is expressly prohibited from using or redistributing the Data for
the purposes of:
compiling an internal database, other than as and to the extent permitted in
commercial information redistributing or reproduction of the same by the press
or media or through any commercial network, cable or satellite system;
permitting or allowing the Data to infringe or otherwise prejudice the
proprietary rights of ITDealer or the Data Suppliers;
allowing any third party to access the Data unless expressly so permitted by
Data Bureau Software Licence
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:
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
the Data may not be stored on a file server for multiple use;
shared access to the Data is not permitted under this licence;
the Data may not be redistributed internally or externally and may only be used
in accordance with the provisions of Clause 3 above.
Conditions of Use of Equipment and/or Subscriber/Third
Party Software to Access the Data
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.
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.
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
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.
The Subscriber shall not without ITDealer's express prior written consent, and
shall ensure that no other person shall:
make any additions, modifications, adjustments or alterations
to the Data (while such Data is in the Database), System or Database;
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;
otherwise tamper with the Data (while such Data is in the Database), System or
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;
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
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.
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.
Subscription Charges shall, unless otherwise specified in Schedule B be payable
immediately upon subscription.
ITDealer shall be entitled to:
suspend the provision of such charged Services and Data to the Subscriber until
the Subscriber agrees to pay such charges; or
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
Copyright, Trade Marks and Other Intellectual Property
Rights relating to the Data or the Database
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.
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.
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.
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
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.
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.
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
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.
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.
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.
ITDealer will not be liable to the Subscriber for any scheduled or
non-scheduled interruptions of the Website or Services.
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.
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.
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
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.
the access to and/or use (other than as permitted by this Agreement) by the
Subscriber of the Data, Database and System;
any information, data or material produced by the Subscriber
obtained in whole or in part from the Data, Database or System;
any breach by the Subscriber of any of the provisions of this Agreement or any
schedule attached or adopted as relative hereto.
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.
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:
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;
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
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.
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
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.
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:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
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.
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.