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Terms & Conditions

Terms and Conditions

These Terms and Conditions (the “Agreement”) govern the provision of data services (the “Services”) by The Data Partnership Limited T/A TDP Agency company registration number 06612316 (the “Data Provider”) to the client or customer (the “Client”). By accessing or using the Services, the Client agrees to be bound by this Agreement and upon signature of the order.

1. Data Services

1.1. Scope of Services: The Data Provider shall provide the Client with access to data products, datasets, or data-related and direct marketing services as agreed upon in the signed order.

1.2. Data Accuracy: The Data Provider endeavours to provide accurate and reliable data. However, the Client acknowledges that data accuracy is subject to various factors, including but not limited to data sources, data collection methods, and data processing techniques. The Data Provider does not guarantee the accuracy, completeness, or reliability of the data provided.

1.3. Data List Provision: The Data Provider grants the Client a non-exclusive, non-transferable, revocable license to access and use the data solely for the Client’s internal business purposes during the term of this Agreement.

1.3.1. “Consumer” data shall be licensed for a duration not exceeding ninety days solely for the purpose of a single use campaign. The term ‘Single Use’ pertains to the Client’s right to utilise the Data solely for one explicit direct marketing campaign, as specified in the Sales Order, for a period specified therein or up to a maximum of six contact attempts, which shall expire within ninety days from the date of output.

1.3.2. “Business” data shall be licensed for a duration not exceeding 12 months from the date of output, and such license shall be granted on a multi-use basis. However, there shall be restrictions on the number of email sends, which shall not exceed a maximum of 12 separate sends per annum.

1.3.3. Additional charges may be incurred for use outside of the license terms

1.3.4. A Data Destruction Notice (DDN) will be issued at the end of the license term and must be sign within seven days of issue. By signing the DDN the Licensee certifies that: The Licensee has complied with the original signed Agreement and the Licensors’ request to destroy the data on the date indicated in the DDN All rights and authorisations granted by the Licensor to the Licensee under the signed Agreement shall automatically terminate and immediately revert back to the Licensor. The Licensee shall immediately cease all processing of the Licensors’ data, including any sales, marketing, or promotional activities. The Client may continue to process data subjects that have agreed to hear from the client. However, they do so as the Data Controller and will rely upon their own obtained consent.

1.4. Email Campaign Management: The Data Provider will manage and execute email campaigns on behalf of the Client. The Services may include, but are not limited to, email template design, email list management, email content creation, sending and delivery of emails, performance tracking, and reporting.

1.4.1. The Client shall provide the Data Provider with accurate and complete information necessary for the execution of the email campaigns. This includes, but is not limited to, content, images, recipient lists, and any required branding or compliance guidelines.

1.4.2.  The Client retains all intellectual property rights in the content provided to the Data Provider for the email campaigns. The Data Provider does not claim any ownership rights in the Client’s intellectual property.

1.4.3. The Data Provider grants the Client a non-exclusive, non-transferable license to use any templates, designs, or other materials created by the Data Provider as part of the service provision.

1.4.4. Campaign Schedule: The Parties shall agree upon a schedule for the Campaign, including key milestones and delivery dates, which will be outlined in a separate document or this agreement.

1.4.5. The Provider shall make reasonable efforts to meet the agreed-upon schedule but does not guarantee specific delivery dates or response rates.

1.5. Direct Marketing Campaign Management: The Data Provider agrees to provide managed direct mail services as agreed upon in the Campaign Brief or Agreement.

1.5.1. The Campaign may include, but is not limited to, the design, printing, mailing, and tracking of direct mail materials, as well as data management and analytics related to the Campaign.

1.5.2. The Client shall provide accurate and complete information necessary for the execution of the Campaign, including target audience details, mailing addresses, content, and any other required information.

1.5.3. The Client shall ensure that the content provided for the direct mail materials complies with all applicable laws, regulations, and industry standards.

1.5.4. The Client acknowledges that the success of the Campaign may depend on factors beyond the Provider’s control, such as the target audience’s response rates and external market conditions and that no warranties are provided as to the performance of the campaign as referred to in clause 9.2.1

1.5.5. Campaign Materials: The Data Provider shall, if requested, design, print, and distribute direct mail materials according to the specifications agreed upon by the Parties.

1.5.6. The Client acknowledges that any creative concepts, designs, or materials provided by the Data Provider are subject to intellectual property rights and may not be used outside the scope of the Campaign without the Data Provider’s prior written consent.

1.5.7. Campaign Schedule: The Parties shall agree upon a schedule for the Campaign, including key milestones and delivery dates, which will be outlined in a separate document or this agreement.

1.5.8. The Provider shall make reasonable efforts to meet the agreed-upon schedule but does not guarantee specific delivery dates or response rates.

1.6. Web Applications Leads: The Data Provider agrees to provide Web Application Leads to the Client as specified in the agreement or order.

1.6.1. The Leads may include information such as contact details, demographic data, and other relevant information related to consumers interested in the specified sector.

1.6.2. The Client shall use the Leads solely for their own business purposes and not resell, distribute, or share them with any third parties without the Data Provider’s prior written consent.

1.6.3. The Client shall comply with all applicable laws, regulations, and industry standards regarding the use and processing of consumer data, including data protection and privacy laws.

1.6.4. Lead Quality: The Data Provider shall use reasonable efforts to ensure the Leads provided are accurate and of high quality. However, the Data Provider does not guarantee the conversion, response rates, or specific outcomes from the use of the Leads as these factors may depend on various external factors beyond the Data Provider’s control.

1.6.5. Lead Delivery: The Provider shall deliver the Leads to the Client in the agreed format and within the agreed timeframe specified in the agreement or order.

1.6.6. The Client shall promptly notify the Data Provider of any issues or discrepancies with the Leads within a reasonable time after delivery.

  1. The Data Provider Obligations

2.1. The Data Provider shall deliver the Data to the encrypted sharefile in accordance with the Sales Order. However, time shall not be considered as an essential element of this agreement in relation to delivery dates.

2.2. The Data Provider reserves the right to provide the Data in instalments (“Outputs”) on different dates (“Output Dates”).

2.3. The Data Provider shall only be obligated to supply replacement data for invalid records that have been proven to exceed or equal 5% of the total volume of the supplied Data.

2.4. In the event of any complaints or disputes regarding the supplied Data, the Data Provider shall only replace the relevant Data elements if they do not comply with the Sales Order, subject to the following conditions.

2.4.1.the Client must submit the dispute via email to the Data Provider not exceeding the time frame stated on the returns policy on the order from, from the Output Date or as otherwise specified in the Sales Order.

2.4.2.The Data Provider reserves the right to provide replacement Data if a dispute is validated in accordance with its internal procedures and compliance criteria.

  1. Client Obligations

3.1. The Client must accept the Data and at all times comply with The Data Protection Act 2018, which is the UK’s implementation of the General Data Protection Regulation (GDPR) and the data protection principles therein, any and all codes of practise issued pursuant thereto and the Privacy & Electronic Communications (EC Directive) Regulations or the equivalent in UK law.

3.2. The Data may only be used by the Client for its internal use and only as a source of reference for its circulation of offers of products and services by mail, telephone, email (if applicable) to some or all the individuals listed in the Data unless the Data Provider has
otherwise given its written consent.

3.3. The Client must always comply with The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) for non-broadcast advertisements, sales promotions and direct marketing communications, along with all other applicable laws and regulations.

3.4. The Client must not infringe any intellectual property rights including, but not limited to copyrights, database rights, trademarks and the like, or the rights of any third party or issue any defamatory, indecent, illegal, or otherwise unlawful material using the Data.

3.5. If any Data Subject “opts out” or objects to receiving marketing materials and or communications from the client, this should cease immediately, within reason. Notification should be made to the Data Provider by email and remove any such third party from any mailing list the Client or its parent, subsidiary or associated companies own or control.

3.6. Subject Access Requests must be made in writing by the Data Subjects to

3.7. The Client must retain the Data under its control and ensure the security of the Data from access by unauthorised persons.

3.8. The Client shall allow the Data Provider to include in the Data, a small percentage of seed and dummy data subject details for control and compliance purposes. Charges may incur under clause 4.6 for data use outside of the license agreement as evidenced through the seed data.

3.9. The Client undertakes to provide the Data Provider with any notices it receives relating to any data and provision breaches and the Client agrees to indemnify and hold the Data Provider harmless in respect of any losses and costs (including reasonable legal costs) it might sustain as a result thereof.

  1. Payment and Billing

4.1. Fees: The Client agrees to pay the fees for the Services as specified in the separate agreement or purchase order.

4.2. The Fee is exclusive of VAT, which will be charged at the prevailing rate

4.3. The Fee will be calculated by reference to the quantity of Data supplied and will be charged in bands at the rate set out in the Sales Order or as a fixed fee as referred to in the Sales Order.

4.4. If the Fee shall be a fixed fee:

4.4.1.The Data Provider shall deliver such quantity of Data as available as shall equal the Estimated Quantity

4.4.2.The Data Provider shall be entitled to offer to the Client at a pro rata rate.

4.5. “Net Names”. In the event that the Data Provider agrees to supply the Data for the purpose of deduplication against other data held by the Client and on the basis that the Client shall only pay a proportion of the price reflecting the net names actually used (“Net Names Agreement”) any claim for credit for the unused proportion of Data:

4.5.1.Must be made within a period not exceeding 30 days from the date of delivery unless otherwise agreed in writing by the Data Provider; and

4.5.2.must be supported by a written deduplication report or certificate from a recognised data processing bureau or other independent agency approved in writing by the Data Provider

4.6. Additional Charges for Data Misuse: In the event that the client misuses the data provided, the Data Provider reserves the right to impose additional charges.

4.6.1. The Client acknowledges that the data, leads or services provided by the Data Provider are subject to data protection and privacy laws.

4.6.2. Misuse, includes, but not limited to; unauthorised sharing, resale, violation of data protection laws, use of the data, exceeding the time granted within the license, downloading of data outside the time granted within the license, exceeding the ‘contact attempts’ granted within the license

4.6.3.The additional charges for data misuse shall be determined by the Data Provider and communicated to the Client in writing.

4.6.4.The Client agrees to promptly pay the additional charges imposed by the Data Provider for any proven or suspected data misuse.

4.6.5.The Data Provider reserves the right to suspend or terminate the provision of services and take legal action against the Client for any intentional or significant breach of data protection laws or misuse of the data provided.

4.7. Invoicing and Payment: The Data Provider will issue an invoice to the Client for the fees specified. Unless otherwise agreed, payment is due prior to delivery or within thirty days from the date of the invoice.

4.8. The Data Provider reserves the right to charge interest, on any sum not paid on the due date, at the rate of two and a half percent per month or part thereof, until payment is received by the Data Provider, regardless of any Judgement the Data Provider might obtain.

  1. Ownership

The Data Provider retains all right, title, and interest in the data provided, including any intellectual property rights associated with the data.


  1. Restrictions

The Client shall not reproduce, distribute, modify, create derivative works from, reverse engineer, or decompile the data provided by the Data Provider, except as expressly permitted under this Agreement.


  1. Confidentiality

The Client agrees to keep all non-public data and information received from the Data Provider confidential and shall not disclose such data or information to any third party without the prior written consent of the Data Provider, except as required by applicable law


  1. Subcontractor

Refers to an individual, firm, or company to whom the Data Provider may sub-contract some or all its duties and obligations under the terms of this Agreement. The Subcontractor may be engaged by the Data Provider to assist in the provision of data services, data processing, or any other related activities as agreed upon between the parties. The Subcontractor shall be bound by the terms and conditions of this Agreement to the same extent as the Data Provider and shall comply with all applicable laws and regulations in the performance of their subcontracted duties. The Data Provider remains fully responsible for the actions, performance, and compliance of the Subcontractor with respect to the obligations under this Agreement.


  1. Limitation of Liability

9.1. Save as specifically set out herein, the Data Provider shall not be liable whatsoever (however arising) in relation to any loss suffered by the Client or any third party arising from the supply of the Data.

9.2. the Client acknowledges:

9.2.1.That the Data Provider gives no warranty or representation as to the performance of the Data or the rate at which it converts into actual or eventual sales or payment activity.

9.2.2. The Data Provider does not warrant that each element of the Data is accurate or complete or that any information contained therein is accurate or complete.

9.2.3. The Client shall not be entitled to refuse to pay any part of the Fee, by reason of any error or admission which the Client may suffer as a result.

9.2.4. Any claim which the Client may have, shall not exceed the Fee.

9.2.5. The employees and agents of the Data Provider are not authorised to make oral or written representations concerning any Sales Order.

9.2.6. The Data Provider shall not be liable for any damages or costs of whatever nature either in terms of loss of profits, consequential or otherwise, which may arise because of any breach of these Terms and Conditions or the Sales Order

9.2.7.The Client shall not institute proceedings for damages for breach of these Terms and Conditions or arising from the Sales Order, after the expiration of one year from the date on which the Client became aware of the same, or the date on which it ought reasonably to have become aware.

9.3. Notwithstanding any indemnities and liabilities set out in this Agreement, the parties shall be under a duty to use its best efforts to minimise its loss in connection with any circumstances which may lead it to bring a claim or demand (“indemnitee”) against the other party (“indemnitor”) pursuant to this Agreement. The indemnitee shall notify the indemnitor in writing without delay of any matter which may result in such a claim or demand being made against it.

9.4. In no event shall the Data Provider be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Services, even if the Data Provider has been advised of the possibility of such damages. The Data Provider’s total liability under this Agreement shall be limited to the amount paid by the Client for the Services during the 12 months preceding the event giving rise to the liability.

9.5. Disclaimer: The Data Provider disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Client acknowledges that the use of the Services is at their own risk.

  1. Termination

10.1. The Data Provider may terminate this Agreement and Licence forthwith on giving written notice to the Client if:

10.1.1. The Client commits a serious breach of these Terms and Conditions and in the event of the breach being capable of being remedied, shall have failed to remedy the breach within fourteen days after the receipt of a request in writing from the Data Provider to do so; or

10.1.2. The Client fails to comply with any statutory demand or goes into liquidation or has passed a resolution for its winding up or an Administration Receiver appointed, or a Petition presented to the Court for an Administrative Order or a Voluntary Arrangement; or

10.2. In the event of any termination of this Agreement and Licence (irrespective of the reasons) the Client shall forthwith delete all copies electronic or otherwise with all other information which the Client might hold on or have received from the Data Provider and confirm by signing and returning a data destruction notice.

10.3. Termination of this Agreement and Licence for whatever reason shall not affect the accrued rights or liabilities of either party.

  1. Governing Law and Dispute Resolution

11.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

11.2. Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

  1. Data Protection

12.1. Data Protection Compliance: The Data Provider shall process personal data in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the Data Protection Act 2018.

12.2. Data Processor Obligations: To the extent that the Data Provider processes personal data on behalf of the Client, the Data Provider shall act as a data processor and shall process such data solely in accordance with the instructions provided by the Client.

12.3. Data Security: The Data Provider shall implement appropriate technical and organisational measures to protect personal data against unauthorised access, disclosure, alteration, or destruction.

  1. Miscellaneous

13.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, or representations, whether oral or written.

13.2. Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

13.3. Severability: If any provision of this Agreement is deemed invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.4. By using our Services and by signing the Sales Order, you confirm that you have read, understood, and agreed to these Terms and Conditions.