In this Agreement the expressions referred to below shall have the following meanings unless inconsistent with the context:
‘The Company’ means Liquid 11 Data Limited, a limited liability company whose principal place of business is at Sea Lake Road, Lowestoft, Suffolk, NR32 3LQ. May also be referred to as ‘Us’ or ‘We’;
‘The Purchaser’,’Customer’ means the individual, partnership or company or other undertaking the purchase or otherwise acquiring the Services and includes its’ personal representatives subsidiaries and/or its successors (as the case may be). May also be referred to as ‘You’ or ‘Your’;
‘Third Party’ means any individual, partnership, corporate body or other undertaking including (for the avoidance of doubt) any employee, agent or associated company of the Purchaser;
‘Service’ means the service(s) provided to you under this agreement as a paying customer or provided to you as a free trial in accordance with the terms and conditions of the agreement;
‘Data’ means information of any kind, however represented whether comprising words, numbers, graphs, maps, pictures, sketches or otherwise in any other form and whether or not the property of the Company which was supplied or made available by the Company under this Agreement including Data provided pursuant to any Data Services rendered and Data includes any part thereof;
‘Data Controller’ as defined in the GDPR;
‘Data Processor’ as defined in the GDPR;
‘GDPR’ means the General Data Protection Regulation
‘Subscription’ means the fee paid by you to utilise the Service;
‘Transaction Credits’ means units bought by you for use in verifying mobile telephone numbers;
‘Auto top-up’ is an automatic payment taken to restore Transaction Credits to their agreed level;
‘Units’ number of billable items generated, as defined in the quote or relevant pricing supplied to the Service Provider prior to the Agreement;
‘Ofcom’ means the Office of Communications, the statutory regulator for the UK Telecommunications industry;
‘ICO’ means the Information Commissioners Office
‘Data Subject’ means the individual who is the subject of any Personal Data;
‘Personal Data’ means all personal data as defined in the DPA;
“Process” and other derivations such as “Processed” and “Processing” means any use of or processing applied to any Personal Data and includes “process” or “processing” as defined in the DPA. For the avoidance of doubt, this includes, without limitation, storing, accessing, reading, using, copying, printing, revising, deleting, disclosing, transferring or otherwise using Personal Data;
‘Sub-Processor’ means a natural or legal person, public authority, agency or other body contracted by the The Company for the purpose of carrying out a specific processing activity on behalf of the Purchaser;
‘Liquid11 Staff’ any person employed or engaged by or on behalf of Liquid11 (and/or a Third Party) from time to time in the performance of Liquid11’s obligations under this Agreement;
‘End-user Data’ means the personal information or personal data that The Company is processing on behalf of the The Purchaser;
2.1 The following terms and conditions will supersede any previous terms and conditions, agreements and/or contracts between the company and the purchaser.
2.2 For the purpose of this agreement, ‘the Purchaser’ is the data controller and ‘The Company’ i the data processor
2.2 By using our service the purchaser agrees and consents:
- 2.2.1 That you have conducted sufficient due diligence to acknowledge the service is being legally sold;
- 2.2.2 Subject to the provisions of these Terms, the Company grants You a limited, non-exclusive and non-transferable licence to use the Service and the Website;
- 2.2.3 That the Company may at any time and at its’ sole discretion limit, deny, create different priorities for different users, update or cancel some or all of the functionality of the Service without prior notice;
- 2.2.4 That the Company reserves the right to investigate, at its’ own discretion, any activity that may violate these terms;
- 2.2.5 This Agreement remains in perpetuity and covers all transactions made by the Purchaser from the date of this agreement ;
2.3 The customer acknowledges that:
- 2.3.1 The services are not specifically designed for the customer, or customers use; and
- 2.3.2 The Company is dependent on the carrier, any Interconnect carrier and other third parties from time to time as to the provision of the services in respect of which The Company offers no assurances, warranties or guarantees;
2.4 By using our service the Purchaser agrees and consents to the following:
- 2.4.1 The Company will not use, resell or copy the End-user Data provided as part of this Agreement;
- 2.4.2 The Company will treat any End-user Data supplied by The Purchaser as confidential and will not disclose it to any parties outside of this Agreement, use or copy any part of it except for the purposes of making the Service available to The Purchaser and providing any technical support required. The Company will make no further use of The Purchasers End-User Data without their specific authorisation and guarantees not to resell, re -use or otherwise transfer to any parties outside of this Agreement, or use the Data for any other purposes outside of providing the Service to The Purchaser.
- 2.4.3 All Data uploaded by The Purchaser in utilising The Service is encrypted for security reasons and will not be read by The Company without explicit permission by The Purchaser;
- 2.4.4 The Company will destroy the Data provided as part of this Agreement after no more than 90 days from the date of the supply of the Data;
- 2.4.5 The Purchaser may benefit from time to time from promotional incentives, including, but not limited to, free or discounted Transaction Credits provided to them by The Company to utilise the Service during the term of The Agreement. The Company reserves the right to reclaim any credits that are deemed to have not been issued by The Company, whether received in a fraudulent manner or as a result of exploiting the system;
- 2.4.6 Discounts provided to The Purchaser can expire at any time without prior notice given;
- 2.4.7 Transaction Credits can expire after 6 months. All unused Transaction Credits still in existence 6 months after being purchased may be removed from The Purchasers account. The Purchaser will not be reimbursed for any deleted Credits;
2.5 References in the Agreement to any party include reference to its successors in title and its assigns, and reference to legislation shall be deemed to refer to such legislation as amended, replaced or substituted (whether in whole or in part) from time to time.
2.6 The Company shall be entitled to amend any provision or clause of the Agreement at any time whatsoever and without prior consent of the customer when such amendment is required for regulatory, insurance, safety or statutory reasons or to comply with any such requirement upon the carrier or other third party upon whom The Company relies for the provision of the services.
3. The Availability of the Service
We will make the Service available to you as a customer using reasonable skill and care and in accordance with all applicable laws and regulations .
You do however acknowledge and agree that the availability of the Service, Your ability to access and or use the Service and the conducting of any given transaction may depend upon factors beyond our reasonable control – see section 12.
The service is provided to you via a web portal where You can access Your information including various reports, view remaining credits and view historical look ups. As You are able to modify various parts of Your account, You are solely responsibility to restrict access to this to nominated persons only, to minimise damage and corruption. We will not be held liable for any losses arising as a result of Your failure to do this.
Unless We otherwise agree in writing, We will provide on -line technical support in respect of the Service available to You during normal working hours at the following email address email@example.com or by contacting 0333 335 1335.
4. Fees and Payment
The provisions of this clause 4 only apply to Paying Customers and do not apply to Non-Paying Customers.
4.1 The Purchaser agrees to pay all Charges due to The Company in respect of making the Service available and providing access to and use of The Service for the purchase of credits and auto top -ups in accordance with the terms as set hereof.
4.2 Once the Agreement has been set up, payments will automatically be collected in accordance with agreed terms. The Agreement may be set up to take an immediate or delayed payment.
4.3 The Purchaser agrees that all Charges due to Us in the form of Transaction Credits and Automatic Top-Ups in respect of providing You with the Service will be settled as agreed. You can agree limits with Us on the total amount payable, the interval between payments and the maximum amount per payment. Each time a payment is debited from your card or bank account as part of Your Agreement, a transaction confirmation email is generated by our system and sent to the email address we have on record for You entered when your agreement was created.
4.4 If Your payment is not authorised, we will either contact You via telephone or send You an email to inform You of the steps You need to take to resolve the issue.
4.5 If the Purchaser fails to make full payment by the Due Date then without prejudice to any of the Company’s other rights or remedies the Company may:
4.5.1 Suspend or cancel delivery of Service until further payment is received by Us in full and funds cleared from You
4.5.2 Charge interest. The interest payable on court judgements for the time being plus 4% The Company will provide notification to the Purchaser of its intentions to suspend or cancel the Service, and provide the Purchaser with sufficient opportunities to remedy the non-payment.
4.6 The Company reserves the right to revise charges applicable to the service depending on increases in costs incurred by The Company. You have the right to terminate the agreement with the Company by giving 30 days’ notice.
4.7 Any prepaid credit held on Your account is non-returnable and will be forfeited should your account be closed.
4.8 The Company may obtain any outstanding payments via any payment methods available on Your account.
4.9 It is Your responsibility to cancel any billing agreements or subscription services for products once they are no longer required.
5. Your Liabilities and Obligations
You warrant that you will not:
I. Use the Service or permit the Service to be used for any improper, fraudulent, immoral or unlawful purpose;
II. Use the Service or permit the Service to be used for the transmission of any material which is of a defamatory, offensive, abusive, obscene or menacing character or nature;
III. Use the Service or permit the Service to be used in a manner that infringes the intellectual property rights or any other proprietary rights of any third party; or
IV. Use the Service or permit the Service to be used in a manner that may injure or damage any person or property or cause the quality of the Service to be impaired;
V. Disclose any terms of Your Agreement with any Third Party, including but limited to, any promotions or offers provided to You as part of Your Agreement.
5.1 You will at all times during the continuation of the Agreement
I. Comply with all reasonable directions and instructions issued by Us from time to time in relation to the Service;
II. Comply with and observe at all times all applicable laws, regulations and codes and any directions, recommendations and decisions of any Regulator; and
III. Not act in any manner likely to bring Us, the Service, or any Network Operator into disrepute .
5.2 You will, upon request, provide Us or any Network Operator or Regulator with any information relating to Your use of the Service and / or the Free Service that the requesting party reasonably requires. You are responsible for ensuring that any information relating to Your End-users Data, including (but not limited to) Your end -user Data, is accurate and complete.
5.3 You will not state or imply any approval by Us of any particular marketing activity that You carry out following using the Service and / or the Free Service or refer to Us in any way without Our prior written approval.
5.4 Where requested by Us, You will promptly provide Us with a representative Forecast of Your Service and / or Free Service needs for the requested period, including (but not limited to) all reasonable details required for Us to plan network capacity requirements.
5.5 You will not, or seek to, acquire any title or other proprietary right to any intellectual property, including (but not limited to) any patents, know -how, registered or unregistered trademarks, design rights or copyright, relating to the Service and / or the Free Service, nor will You cause or knowingly permit anything to be done which may in any way damage or endanger any such intellectual property. You will notify Us of any suspected infringement of Our intellectual property of which You become aware and will take all reasonable action as We may direct in relation to that suspected infringement where such is directly and specifically related to the services we provide you.
6. Liability, Indemnity and Insurance
6.1 Nothing in the Agreement will in any way exclude or limit either party’s liability for death or personal injury caused by its negligence, for fraudulent misrepresentation or concealment or for breach of applicable data protection and confidentiality obligations herein or for any other liability that cannot be excluded or limited at law.
6.2 We will not be in any way liable to You for any liabilities, losses, damages, costs and / or expenses incurred or suffered by You as either a Customer and / or a Non -Paying Customer as a result of (i) Your use of the Service and / or the Free Service; or ( ii) Our negligence, or the negligence of Our affiliates, employees, shareholders, agents or service providers.
6.3 We will not be in any way liable for the content of any messages sent or transmitted using the Service, nor will We be in any way liable for any failure to make the Service and / or the Free Service available to You to the extent that such failure results from a technical or other failure on the part of any Network Operator or any other event which is beyond Our reasonable control. We provide all services “as is” and “as available”, and We hereby do not warrant, represent or guarantee, whether expressly or by implication, that any Service and / or the Free Service is free of errors or interruptions, always available, fit for any purpose, secure or does not infringe any third party rights.
6.4 Subject to any express provision to the contrary in the Agreement, We will not in any circumstances be liable to You (as either a Customer or a Non -Paying Customer) in contract, tort, negligence or otherwise for any economic loss (including, but not limited to, any loss or profits, business, contracts, revenue, turnover or anticipated savings) or for any indirect or consequential losses, whether or not they were foreseen or foreseeable.
6.5 Each of us acknowledges that neither You (as either a Customer or a Non -Paying Customer) nor We have entered into the Agreement on the basis of or in reliance upon any representation (save for any representation made fraudulently), warranty or other term except as otherwise expressly provided in the Agreement and, as such, all conditions, warranties and other terms implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law.
6.6 We shall at all times in respect of the subject matter of this Agreement comply with all applicable laws, regulations and rules having equivalent effect.
7. Data Processing Agreement
7.1 We will at all times keep confidential all information acquired as a consequence of the Agreement in respect of you or your business, except for information already in the public domain or information which we are required to disclose by law, requested by any regulator or reasonable required by our professional advisors for the performance of their professional services.
7.2 You will at all times keep confidential all information acquired as a consequence of the Agreement in respect of Us, the Service, the Free Service or any Network Operator, except for information already in the public domain or information which you are required to disclose by law, requested by any Regulator or reasonably required by your professional advisors for the performance of their professional services. For clarification this includes any information in respect of pricing and promotions offered directly to You.
7.3 Each of us will comply with the GDPR and all regulations made under that Regulation in the processing of any personal data, including the mobile telephone numbers of Your end -user Data, under or in connection with the Agreement. In respect of the End -User Data You appoint Us as a data processor in accordance with GDPR and We agree to act only on and in accordance with your reasonable instructions in relation to the End -User Data and at all times to comply with obligations equivalent to those imposed on a Data Controller by GDPR. We shall not disclose End -User Data to any third party consultant or professional advisor other than where the disclosure is required for Us to be able to provide the services hereunder or to comply with legal obligations and subject always to Us entering or already having in place written contracts with the third party recipient of the End -User Data with terms no less stringent than the terms of this Agreement.
7.4 We will treat Your End -User Data as confidential and will not disclose it to any third party or use or copy any part of it except for the purposes of making the Service and / or the Free Service available to You and providing any technical support required. We will make no further use of Your End -User Data without Your specific authorisation.
7.5 We will only carry out processing of The Purchasers End -User Data in accordance with The Purchasers documented instructions
7.6 notify the Client without undue delay of any requests received from a Data Subject exercising their rights under GDPR;
7.7 take all security measures required in accordance with Privacy and Data Protection Requirements (including Article 32 GDPR)
8. Data Retention Policy
8.1 unless European Union, Member States and/or UK Law requires storage of any Personal Data contained within the Client Data or an exemption under GDPR applies all End-User data shall
- 8.1.1 Be destroyed 90 days after data has been upload
- 8.1.2 on termination of contract the Purchasers data will be destroyed within 90 days of termination.
9. Use of sub-processors
9.1 The Purchaser provides their consent for the Company to use sub-processors in the delivery of the Service. Where the Company uses Sub-Processors in relation to the Purchaser End-User Data the Company shall:
- 9.1.2 enter into a legally binding written agreement that places the equivalent data protections obligations as those set out in this Agreement upon the Sub-Processor.
10. Data Breaches
The company shall notify the Purchaser without undue delay after becoming aware of any personal data breach in respect of Personal Information and shall make reasonable efforts to assist the purchaser in the investigation and remediation of such personal data breach.
11. Non -Circumvent
The Purchaser irrevocably agrees not to circumvent, either directly or indirectly, the relationships that each party has with their named sources, principals, clients, agents, brokers, associates, and subscribers and/or end users. Each party agrees to not contact clients or suppliers of the other party for any reason without written consent of the other party. Each party agrees to take all the necessary precautions to insure that this does not happen. Should circumvention occur, in addition to other legal remedies, compensation equal to that paid and/or scheduled to be paid to the breaching party from the transactions related to the breach committed is due and payable to the non -breaching party by the breaching party.
12. Force Majeure
Neither party will be liable for any delay in the performance of or any failure to perform any of its obligations under this Agreement that is caused by any event which is beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary telecommunications, data communications and / or computer services, power supply failures or shortages, acts or omissions of third parties (including, but not limited to, Network Operators), acts of government or Regulators or telecommunications network congestion. Extraordinary events or circumstances beyond our control also include, but are not limited to, severe weather conditions, national or local emergencies, acts of terrorism, fire, explosions or industrial disputes of any kind.
13. Term and Termination
If you are using the Free Service under this Agreement You acknowledge that We reserve the right to, at Our absolute discretion, stop providing the Free Service to You on either a temporary or a permanent basis for any reason whatsoever without any prior notice.
As a paying Customer You acknowledge that the Company may terminate this Agreement at any time by written notice to the Purchaser.
The Agreement can be terminated by The Purchaser by giving 30 days’ notice either in writing or via email.
Termination of the Agreement for any reason does not affect any rights that have accrued to either party under the Agreement up to the date of its termination and those terms and conditions of the Agreement that are by their nature capable of surviving termination will continue in full force and effect following such termination.
On termination of the Agreement You will immediately cease to use the Service and / or the Free Service. Upon termination of this Agreement all rights granted to the Purchaser under this Agreement shall cease to determine. Upon termination of the Service, all unused credits will be forfeited.
On expiry or termination of the Agreement, The Company shall immediately cease to use End-user Data (and any copies of it) and shall arrange for its safe return or destruction as shall be required by the Purchaser (unless European Union, Member States and/or UK Law requires storage of any Personal Data contained within the Client Data or an exemption under GDPR applies).
Variations to the Requirements set out in the Agreement required by the Purchaser will only be accepted where the variations and price for such variations have been agreed between The Purchaser and The Company in writing.
Due to the nature of the service, the delivery of credits to the Customers’ account to utilise the Service is instant once payment has been made unless there are exceptional circumstances due to technical faults. For any temporary technical faults Your account credit will be added as soon as the problem is resolved and normally within 48 hours unless it is due to actions outside of our control as detailed in section 9.
If this is the case a member of our customer support team will contact you and a full refund will be given. Our customer support team are available during normal working hours at the following e-mail address firstname.lastname@example.org or by contacting 0333 335 1335.
The Company shall not be liable for any loss or damage of any kind whatsoever suffered by the Purchaser from any delay from whatsoever cause arising, nor will any delay entitle The Purchaser to cancel or rescind this Agreement.
16. Assignment and Sub-Contracting
Neither party will assign, transfer or sub-contract either in whole or in part any of its rights or obligations under the Agreement without the other party’s prior written consent (not to be unreasonably withheld or delayed), provided that either company shall be entitled without the other party’s consent to assign, transfer or sub -contract in whole or in part any of its rights or obligations under the Agreement to any company that is, or is a subsidiary of, its ultimate holding company (as defined in section 1159 of the Companies Act 2006).
Nothing in the Agreement will be deemed to constitute a partnership or joint venture between the parties or constitute any party the agent of the other party.
The Agreement is governed by and shall be construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts. The headings appearing in this Agreement are for the convenience of reference only and will not affect the meaning of anything contained therein.
Failure by the Company to enforce any part of this Agreement shall not be construed as a waiver of any of the Company’s rights therein.
If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby.
THIRD PARTY RIGHTS. A person who is not party to this Agreement will not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999. The Statutory regulator Ofcom, or its agents and the ICO may have rights to enforce any part of this agreement.