Terms and Conditions of Trade

1. DEFINITIONS

   "Goods" means any goods and/or services provided by Prime Prospects as ordered by the Client "Prime Prospects" means Prime Prospects Limited "Client" means the person, firm or company placing an order with Prime Prospects

2. FORMATION OF CONTRACT

   All Goods sold by Prime Prospects are sold subject to Prime Prospects' standard terms and conditions. Terms and conditions on the Client's order form or other similar document shall not be binding on Prime Prospects.

3. QUOTATIONS

   The prices, quantities and delivery time stated in any quotation are not binding on Prime Prospects. They are commercial estimates only which Prime Prospects will make reasonable efforts to achieve.

4. COPYRIGHT

   The Client acknowledges that the Goods are owned by Acxiom UK Ltd and its group of companies and are protected by United Kingdom copyright laws, international treaty provisions and all other applicable national laws.

5. RISK OF LOSS

   The risk of loss or damage to the Goods shall pass to the Client upon delivery of the Goods.

6. PAYMENTS

   1. All invoices of Prime Prospects shall be paid by the Client upfront prior to data delivery.
   2. All fees are exclusive of value added taxes which will be added to invoices where appropriate.

7. CONFIDENTIALITY

   Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other's business which comes into that party's possession and shall not use such information and material. This provision shall not, however, apply to information or material which is or becomes public knowledge other than by breach by a party of this clause.

8. WARRANTY

   1. Prime Prospects warrants that it has the right to provide the Goods but otherwise the Goods are provided on an "as-is" basis without warranty of any kind, express or implied, oral or written including, without limitation, the implied conditions of merchantable quality, fitness for purpose and description, all of which are specifically and unreservedly excluded. In particular, but without limitation, no warranty is given that the Goods are suitable for the purposes intended by the Client.
   2. Prime Prospects warrants that the Goods will be supplied using reasonable care and skill. Prime Prospects does not warrant that the Goods supplied are error-free, accurate or complete.
   3. Both parties warrant that they are registered under the Data Protection Act in respect of the collection, processing and use of the Goods. Each party will comply with the Act including but not limited to its obligations in respect of any personal data which it may supply to or receive from the other party.

9. LIMITATION OF LIABILITY

   1. Prime Prospects shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods nor for any special, indirect, economic or consequential loss or damage howsoever arising or howsoever caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning or use of the Goods. Any liability of Prime Prospects shall in any event be limited to the data fees paid by the Client in the year in which the event of default arises.
   2. Nothing herein shall limit either party's liability for death or personal injury arising from the proven negligence by itself or its employees or agents.
   3. The Client shall fully indemnify Prime Prospects against any liability to third parties arising out of the Client's use of the Goods.

10. GOVERNING LAW

    These Terms of Trading shall be subject to and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.