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Terms & Conditions of Business

This is EIMS Ltd’s standard terms and conditions, variations to these terms are valid only if signed by an authorised Director of EIMS Ltd. The explanations in our standard T's&C's are 'purposive', and are intended to improve understanding and facilitate an effective working relationship between the client and EIMS Ltd. By avoiding 'legalese', the original intention of the agreement is not lost in technical language. If non-standard terms are used in order to fast-track progress through a legal department, the client is still encouraged to read the standard Ts&Cs, in the interests of a good working relationship. EIMS Ltd’s current standard terms and conditions are available at: www.eims.biz.

Objectives

It is the client’s responsibility to make the objectives and messages of the campaign as clear and simple as possible, EIMS Ltd accepts no liability for the failure of a campaign due to incoherent or confusing messages, or for messages which are excessively long or numerous.

EIMS Ltd will work hard to hit targets, but the client accepts that by striving to hit targets, EIMS Ltd has no liability for hitting such targets, and EIMS Ltd may not be deemed to have accepted that such targets are realistic.

The client will work with EIMS Ltd both pro-actively and in a spirit of cooperation to overcome any difficulties that are encountered. The client accepts that it is impossible to guarantee outcomes, and that failure to hit targets is not an acceptable reason for non-payment. 

Documentation

As part of our quality processes, EIMS Ltd uses a standard documentation format to brief agents on campaigns, called "Tips’n’Tricks". The Tips’n’Tricks document is updated over time, and takes precedence over the client’s original brief, or any other collection of inputs, including but not limted to: briefings from clients, emails, telephone conversations, and alternative proposals. Even where there is only one source for a brief, EIMS Ltd will adhere to Tips’n’Tricks, as part of our quality procedures. The client may have a copy of the latest Tips’n’Tricks upon request, and may suggest changes as appropriate. The client accepts that any significant changes may affect the performance of the campaign. 

Campaign Performance

It is the client’s obligation to ensure that EIMS Ltd has everything it needs from the client at least two weeks prior to the agreed start date in order to perform its duties in a timely fashion; for example: it is the client’s obligation to ensure EIMS Ltd has scripts, lists and approvals on the dates agreed. If client inputs are delivered late and EIMS Ltd’s staff or other chargeable resources are idle as a result, then the client agrees to pay for this idle time [see Termination & Variation below]. The client also accepts a responsibility to provide higher-level inputs where they may contribute to campaign performance, including but not limited to: campaign context, why contacts will be interested in the campaign proposition, how to overcome typical objections, and examples of how success has been achieved in the past.

Data Quality

Although best efforts will be made to provide accurate & valuable data, the client accepts that many factors will limit data quality, including but not limited to: other more pressing objectives [such as finding leads], the quality of the initial data, the time available for the campaign, a limited budget, incompatibility of character sets, and even spelling mistakes. EIMS Ltd accepts no liability for any costs incurred as a result of data inaccuracy. 

Freedom of Management & Incentives

The client accepts that the service provided by EIMS Ltd is an outsourced business function, with its own processes. The client will not 'micro-manage' activity within EIMS Ltd, and the client will allow EIMS Ltd freedom to allocate its resources. The client will take up problems with their Account mManager, and will escalate unresolved problems up through EIMS Ltd’s line management in writing. The client will allow EIMS Ltd freedom to use budget in the way it deems fit, for example: EIMS Ltd will offer incentives to staff to perform well on a campaign; as we bill on a T&M basis, these incentives will be entered into our timesheet system as time spent by the staff member concerned under the activity of 'incentive'. The client will allow this type of manipulation of budget.  If the client objects to the use of budget for incentives, they must state this in writing at time of order. EIMS Ltd may sub-contract its performance to any other person, firm or company and such sub-contractor[s] shall for such purpose be EIMS Ltd’s agents. EIMS Ltd may subcontract at its own discretion, subject to ensuring that such sub-contractors agree to EIMS Ltd’s standard confidentiality agreements. EIMS Ltd understands that clients’ needs change, and so will make all reasonable efforts to comply with a client request to carry out additional or different duties than those originally envisaged within the originally agreed budget; however, the client accepts that this may be at the expense of the original campaign objectives. 

Timescales & Duration

EIMS Ltd will endeavour to work to a client’s desired timescale, particularly in the case of time-limited events such as conferences and exhibitions. However EIMS Ltd has the right to manage timescales according to the resources which it has available, and by balancing the requirements of all campaigns to arrive at the most appropriate work schedule. If this process causes a delay to a previously agreed schedule, EIMS Ltd will inform the client, but this will not constitute a failure to deliver the agreed service unless EIMS Ltd has behaved negligently. Statements issued by EIMS Ltd are for guidance only. The client accepts that it has a responsibility in timely execution of campaigns, including, but not limited to: a responsibility for the provision of purchase orders, data lists and relevant approvals at least two weeks prior to campaign commencement. The client accepts that any failure by the client or a 3rd party to meet a deadline will compromise EIMS Ltd’s ability to meet its quoted deadlines. Additionally, reasons internal to EIMS Ltd [such as staff absence] may also have an impact, particularly on smaller campaigns where only one person is calling in each country; in such cases the client will make reasonable allowances [e.g. time for the absent staff member to return, or EIMS Ltd to train a new staff member]. Timescales are not guaranteed. However, where failure to meet a deadline may adversely impact on campaign outcomes [e.g. when organising an event], then EIMS Ltd will draw the client’s attention to this fact, and take appropriate action as agreed with the client. However if the performance of the campaign will not be materially affected, then the client will allow EIMS Ltd Freedom of management to deliver the campaign in reasonable timescales. An example of a reasonable delay in a lead generation campaign could be 3 or 4 weeks, however EIMS Ltd would typically confer with the client after a week or two. 

Warranty

Under no circumstances will EIMS Ltd be held responsible for achieving the client’s business objectives. The client accepts that EIMS Ltd are an agency performing a marketing service which is not intended to include risk-management or guaranteed outcomes.

The client accepts that, even when EIMS Ltd has achieved a particular level of performance in the past, this does not guarantee the same level of performance on subsequent occasions. EIMS Ltd make no specific warranty on performance factors [such as calls per hour], because this allows freedom of management, for example it may be more appropriate to spend more time per call, but do fewer calls or vice versa. However, if the client requires EIMS Ltd to focus on a particular metric [e.g. calls/hr] then EIMS Ltd will do so.

The client accepts that problem resolution will be dealt with by working closely with EIMS Ltd during the campaign and giving EIMS Ltd feedback on how to improve if there are performance problems. Whilst EIMS Ltd will endeavour to address any issue raised whilst a campaign is live, no action or remedy may be taken by the client after the campaign has closed unless either: the relevant concerns were raised prior to the end of the campaign and not adequately addressed, or: the problem could not have been known to the client prior to campaign completion, and the problem was [or should have been] known to EIMS Ltd.

Indemnity & Liability

The client will protect and indemnify EIMS Ltd against all claims arising out of agreements between the Client and 3rd parties. For example if the client provides EIMS Ltd with information, software or data without having the proper rights to do so, the client indemnifies and holds EIMS Ltd harmless against any costs including, but not limited to: fines, losses, damages arising from claims from third parties for any reason, including but not limited to infringement of copyright or patents. EIMS Ltd indemnifies the client against any 3rd party claims where those claims are as a result of actions that EIMS Ltd took independently of the client, and are unrelated to work being done for the client. However, where EIMS Ltd executes instructions from the client, EIMS Ltd does not indemnify the client against any loss or damage or any claims by a third party or any costs arising in connection therewith, whether arising from negligence or otherwise. For example if EIMS Ltd purchases a list from a list vendor on behalf of the client, and the client is dissatisfied with the list, the client will be liable to the 3rd party list vendor for payment. Similarly if EIMS Ltd uses a list or software to which the client does not have rights as a result of client instructions, then the client must bear liability for any infringements arising from such use. Except as stated in these terms and conditions EIMS Ltd shall not be liable to the Client, its directors, servants or agents whether in tort or under statute or common law or otherwise howsoever. Any order placed with EIMS Ltd is only accepted on the understanding that under no circumstances will EIMS Ltd be held liable for consequential loss. Under no circumstances will EIMS Ltd be liable to consequential loss clauses or penalties of any sort, even if the client’s standard terms & conditions state to the contrary.  Liquidated damages will be entirely at EIMS Ltd’s discretion. The basis for this condition is that the client is paying for time and materials [T&M], not outcomes.

Termination & Variation

Termination or variation [including delay] of the contract by the client prior to completion of all work shall be subject to a minimum 30 day notice period or an equivalent fee. If a client wishes to cancel a contract, for whatever reason, EIMS Ltd will attempt at its own discretion to reallocate the resources allocated to the client at minimal cost to the client. EIMS Ltd will charge the client for the value of the works completed so far plus the value of booked resources that EIMS Ltd cannot easily or reasonably re-deploy up to a maximum of the entire contract value. EIMS Ltd may vary the service at its absolute discretion [for example by altering the level of resources allocated to a campaign]. EIMS Ltd may terminate the agreement for any reason with 30 days notice.

Variation/Delay

Should a client halt a campaign after placing an order, but prior to completion, the client is liable for all costs incurred by EIMS Ltd as a result, including but not limited to lost revenue, up to the value of the relevant order.

In the event of variation to an order or a delay in the original start date due to factors outside of EIMS Ltd’s control, the client will be liable to pay a fee. This fee will be equivalent to the unplanned or additional costs arising as a result of the client’s actions, such as the price of paying for resources that were allocated to the client’s campaign, and which cannot be re-allocated without cost when a client changes planned timescales. In the case of a delay, EIMS Ltd will seek to minimise the cost to the client where it is practical to do so. In the case of other variations which involve extra work, such as changing scripts after they have been agreed, EIMS Ltd reserve the right to charge for this work; this means that the amount of other work [such as calling] will be reduced accordingly, or if the client agrees, the invoiceable amount will increase. In the event of any termination or variation, the minimum fee payable will be the value of the set up fee specified in EIMS Ltd’s estimate.

EIMS Ltd shall be entitled to vary the charges made with immediate effect if the Client requires any deviation or variation from or addition to the services requested on the work specification or if unforeseen circumstances or difficulties arise in connection with the execution of services requested except where the said difficulties arise as a result of EIMS Ltd’s failure to perform its duties in a professional manner. The client may vary an order without penalty by giving notice in writing [minimum 30 days]. Any variation to an order or contract that gives less than the notice required above may incur costs. For example if a client delays a campaign, or changes the profile of work after placing the initial order, this may lead to resources being unused. Wherever possible, EIMS Ltd will attempt to re-deploy these resources, however, the client will be liable to pay EIMS Ltd for the unused resources at EIMS Ltd’s normal T&M rate. Any costs incurred by EIMS Ltd as a result of a variation by the client will also be payable by the client at EIMS Ltd’s prevailing T&M rates. 

Reasons for Notice

The client may terminate this agreement by giving 30 days notice in writing, such notice to include reasons for the termination. For contracts of 6 months or more, a 3-month notice period is required. If termination is for reasons of performance, that the client will make reasonable efforts to inform EIMS Ltd of such reasons in such a way that EIMS Ltd has reasonable time to correct any errors prior to notice of termination being issued.Either party may terminate the contract forthwith with no liability arising from the act of termination in the event of the other party having any order made, petition presented or resolution passed for its winding up; Having any voluntary arrangement or administration order made (as defined in the Insolvency Act 1986); On the appointment of any receiver, administrative receiver, or administrator; Becoming bankrupt or insolvent under the Insolvency Act 1986.

EIMS Ltd may terminate the campaign at its absolute discretion if it has good reason to believe that the client is unwilling or unable to pay for services provided at the agreed rate. In these circumstances, the client will still be liable to pay for all work done.

Prices & Payment

The Client shall pay EIMS Ltd, in accordance with the scale of charges and/or hourly rates prevailing at the time of order. Prior to commencing work, EIMS Ltd will provide the client with an estimate. The estimate is an indication for budgetary purposes, not a contractual document guaranteeing a particular outcome. EIMS Ltd charges on a Time and Materials [T&M] basis, not fixed price. There are no exceptions to this unless specifically agreed in writing by a Director.

Price promise: EIMS Ltd will not overspend. This means that the amount EIMS Ltd invoices the client, excluding expenses [see 'Expenses'], will not exceed the "agreed price" without first seeking client agreement.  The agreed price is the value of the client’s order or the value of EIMS Ltd’s estimate if there is no written order. Caveat: In some cases, it is not possible to observe the price promise strictly; for example:

In a  'Virtual Sales' campaign, the amount the client agrees to pay may include a performance-related element, such as commission. In such cases, the amount payable to EIMS Ltd will increase the better we perform [see Expenses below].

For contracts exceeding one month in duration the monthly spend may vary at EIMS Ltd’s discretion such that more is spent in one month than another although the overall spend over the life of the contract will not exceed the agreed price. This means that the price promise will be kept for the campaign as a whole, but not on a per-diem pro-rata basis.

However, even in such cases, EIMS Ltd will only exceed the agreed price if the client has agreed to the relevant principle [e.g. if they have agreed to pay commission].

Prices

Prices are valid for a period of 30 [thirty] days from date of estimate. Prices are exclusive of VAT [currently 20%] or any other taxes. If the data or services provided by EIMS Ltd will be used outside the UK, but within the European Union, then EIMS Ltd will not charge VAT on its invoices if the client provides its own VAT number; in such cases the client is responsible for paying VAT locally at the prevailing rate for their country. The client accepts that EIMS Ltd "quotations" are estimates only, which are based on information provided by the client to EIMS Ltd, and that such data may be incomplete, incorrect, subject to misinterpretation, and may change over time. It is the client’s responsibility to satisfy themselves that EIMS Ltd has correctly understood the requirement and estimated the price accordingly. EIMS Ltd will review prices from time to time. Price rises will not be retrospective; any purchase order placed prior to a price rise will not be affected by future price rises, except where the purchase order is open ended or spans more than 12 months. EIMS Ltd may vary its pricing policy under exceptional circumstances; for example EIMS Ltd may raise prices at its absolute discretion if inflation is so great as to significantly affect EIMS Ltd’s margins. 

Prices assume that all work is done at EIMS Ltd’s premises. If work is done on the client’s site or other site specified by the client that requires 'off-site' working, different rates may apply; EIMS Ltd will inform the client if this is the case.

Expenses

Prices do not include travel and accommodation costs for the EIMS Ltd staff travelling outside their normal place of work for the purposes of the campaign or at the request of the client. The client agrees to pay EIMS Ltd reasonable travel and subsistence expenses. Expenses are payable in addition to work for which an order has been placed, and are not included in EIMS Ltd’s quotations. Some other items such as Virtual Sales commissions may also be considered expenses subject to the client’s prior agreement in writing. Where expenses are likely to be non-obvious or significant, EIMS Ltd will agree them with the client prior to incurring any cost. Expenses for travel, subsistence and accommodation are deemed to be obvious.  Expenses for inputs to campaigns [such as purchasing lists, postage and fulfilment materials] are deemed to be obvious. If the client would prefer expenses to be included within the P.O. cost, this must be specified in writing at time of order, so that resources may be planned accordingly; ideally it would be specified prior to estimate, so that an estimate for expenses can be included in EIMS Ltd’s estimate.

Triggers for Payment

The client agrees to pay EIMS Ltd upon a number of trigger events. Triggers for payment include:

Placement of order: All new clients must make an initial payment of at least 50% of the contract value prior to commencement of work. An initial payment of at least 30% of the contract value is payable prior to commencement of every subsequent campaign until a credit limit is agreed. A credit limit will be agreed only if the client has a history of paying in full, and on time. EIMS Ltd may revoke a client’s credit limit for late payment. 

Ordering of 3rd party goods or services. Pre-payment is normally required if EIMS Ltd is purchasing 3rd party goods or services [such as bought-in lists] on behalf of the client. If EIMS Ltd purchases 3rd party goods or services on behalf of the client, then the client is liable to pay the full amount for these goods or services immediately upon invoice from EIMS Ltd. EIMS Ltd is not responsible for resolving disputes between the client and 3rd party vendors. 

Invoice issued. The client must pay EIMS Ltd the full value of any invoice issued within a maximum of 30 days [see payment schedule]. Late payments will be subject to a late payment charge at EIMS Ltd’s sole discretion [this is effectively a discount for prompt payment - see payment schedule]. EIMS Ltd will normally issue the client with an invoice when:

The work done exceeds the client’s credit limit, or 

The time since order or last invoice exceeds an appropriate time limit [e.g. every week or month], or 

The campaign finishes, or 

EIMS Ltd incurs external costs on behalf of the client [typically set up costs]. 

If the client fails to receive an invoice from EIMS Ltd, or an invoice is delayed, the client accepts that this is not a reason for non-payment.

EIMS Ltd will invoice the client based on services provided at the agreed T&M rate, or work to be done in the case of advance charges. The client will pay EIMS Ltd based on EIMS Ltd’s invoices to the client. Payment may not be withheld or altered. 

Payment Schedule

The set-up fee of each campaign is payable in advance. Normal payment terms are payment with order or within 15 days of invoice. Clients who have a credit limit with EIMS Ltd may pay within 30 days of invoice. EIMS Ltd will add 15% to all invoices that are not paid within 60 days. Interest on overdue accounts will be charged at 2% over HSBC’s lending rate each month.

Cost of Delays

If EIMS Ltd has allocated resources to the client’s campaign, and the campaign is delayed because EIMS Ltd does not receive required inputs such as official orders, lists, scripts and approvals, then EIMS Ltd will make best endeavours to reallocate these resources to other campaigns, if in such a case, EIMS Ltd is unable to reallocate resources economically, then the client is liable to pay for the time that these resources are idle (see variation/delay).  This will apply whether the delay is due to the client or a third party acting on behalf of the client such as a list broker or mailing house.

Minimum Service Commitment

If the agreement is for a standard contract, such as a tactical campaign, then the minimum service commitment is the value of the contract. The value of the contract is the value of the client’s order, or the value of EIMS Ltd’s estimate if the client has not placed a written order. This may only be varied at EIMS Ltd’s absolute discretion [see Termination & Variation above]. If the agreement is for a long-term contract of 6 months or more, the minimum service commitment is 6 months unless otherwise specified in the contract.

Security & Confidentiality

EIMS Ltd will take measures to ensure the security and confidentiality of the client’s data, but does not offer any guarantees beyond complying with the following guidelines:

Data Security

Data access: All users must log on to the EIMS Ltd network with a password. All users are informed that they must not share their passwords.  Users’ logons determine their level of access to the network. Agents’ usage of the calling systems used to access client data is monitored, and a limited audit trail is available to show changes made to data and who did what when. Some staff such as campaign managers have unlimited access to data, and are trusted members of staff who have signed to say they understand the consequences of any breach of client confidentiality.Data transmission: Data is normally made available to the client using any combination of methods, including but not limited to mail, e-mail, digital media such as CDs, and web based services. Data may be in paper or electronic formats or any other suitable format which may become available from time to time. Whilst EIMS Ltd takes care with client data, none of these methods of data transmission can be guaranteed to be secure, and EIMS Ltd accepts no liability whatsoever for any loss or damage that arises as a result of unauthorised or accidental interception of this data. Normal methods of data transmission represent the lowest common denominator that most people can use. If the client wishes to augment the normal levels of data security, for example by agreeing an encryption standard to be used between us, then this can be done by separate agreement. Data backup: Data is backed up on a regular basis, normally every weekday, to magnetic tape. Full backups are stored off-site on a regular basis, normally every week.

Communication

EIMS Ltd is not responsible for corruption or loss of data during transmission between EIMS Ltd and the client, this includes, but is not limited to: data corruption during transmission over telecommunications lines, interception of telephone calls, and loss of mail sent by postal delivery services. EIMS Ltd is not responsible for misuse of remote access facilities; for example, where EIMS Ltd provides the client with codes to access data directly via the internet, the client is responsible for both the proper handling of such codes, and the consequences of any misuse. EIMS Ltd does take reasonable security precautions to prevent unauthorised access to internet services such as LeadTracking.com, and the client is welcome to inspect these precautions subject to signing a non-disclosure agreement. 

Confidentiality

EIMS Ltd employees sign non-disclosure agreements when they join EIMS Ltd. EIMS Ltd commits to protect client confidentiality to the full extent that this non-disclosure agreement allows, subject to all the provisions being enforceable in law. The client may view these agreements to satisfy themselves that they are adequate. In addition EIMS Ltd uses a number of security procedures to protect client data. All staff are instructed in the importance of client confidentiality and that any transgression [such as using one client’s data for another client’s campaign] is gross misconduct subject to disciplinary action. Due to the nature of EIMS Ltd’s specialisation, it is impossible to commit to never work with a client’s competitors; nevertheless, EIMS Ltd’s strict rules of confidentiality minimise any small risk that there may be. EIMS Ltd has to divulge commercially sensitive information to the client in the course of doing business with the client. The client undertakes to keep all information about EIMS Ltd confidential, and not to reveal commercially sensitive information to any other person including, but not limited to other client personnel and competitors to EIMS Ltd. Commercially sensitive information includes, but is not limited to: pricing and financial information, products and services offered, methodologies and systems, details of campaigns EIMS Ltd have worked on and details of personnel involved in these campaigns. The client accepts liability for any loss or damage arising from their failure to observe this confidentiality. 

Access

In the course of their relationship with EIMS Ltd, the client may visit EIMS Ltd premises and speak to EIMS Ltd’s operational staff; this may involve meeting, training & monitoring. The client agrees that EIMS Ltd has the right to restrict and supervise such access in the interests of confidentiality of other clients, and to protect EIMS Ltd’s business methodologies and intellectual property. The client accepts that EIMS Ltd has the right to refuse access to EIMS Ltd’s premises or staff at times where this may cause a conflict of interests. 

General Conditions of Sale

Conditions of Sale: orders are only accepted subject to acceptance of these Terms & Conditions. In the event of the customer's order form containing special printed conditions EIMS Ltd will only accept the customer order on the understanding that those conditions are not at variance with our own, or, if there is any variance, that such conditions have been waived by the customer. This condition is necessary because many organisations issue a purchase order with standard terms on the back. One example problem would be if the client’s standard terms were 60 days after invoice. The client agrees that it is not right for standard terms on the back of an order to override these conditions unless they have been agreed as part of the business discussions between EIMS Ltd and the client. The client may not withhold or delay payment for technical reasons, for example: the client’s purchasing department may require signatures on purchase orders prior to payment; the client accepts that this type of standard practise does not alter the fact that these terms and conditions take precedence.  If the client does have any requirements which conflict with EIMS Ltd’s standard T's&C's, they must be agreed in writing as a variation to these terms and signed by a Director of EIMS Ltd. These terms and conditions apply to all and any business undertaken by or any dealing with EIMS Ltd or any of its agents, by any and every other party to the contract ['the Client'] and any person introduced to the Client by EIMS Ltd. In the event of conflict with any other terms and conditions these terms and conditions shall prevail and any change or variation will be valid only if confirmed in writing by a Director of EIMS Ltd. All agreements of which these terms and conditions form part shall be construed and interpreted in accordance with English law. 

Neither the client, nor client’s partners, affiliates, heirs or assigns shall approach, directly or indirectly, any member of EIMS Ltd staff without express written permission of an authorised member of EIMS management. In particular, the client shall not offer work to EIMS Ltd staff without permission. If a member of EIMS Ltd staff works for a client or a related party who can reasonably be considered related to the client for this purpose within 1 year [12 months] of leaving EIMS Ltd, the client agrees to pay EIMS Ltd a "Recruitment Fee" of 35% of the total remuneration package for the first year. If a member of EIMS Ltd staff works for a client within 2 years of leaving EIMS Ltd, the client agrees to pay EIMS Ltd a Recruitment Fee of 25% of the total remuneration package for the first year. The Recruitment Fee recognises the high level of investment EIMS puts into recruiting and training its staff. EIMS Ltd may reduce or waive this fee as part of a Virtual sales contract for telemarketing agents who have worked on the client’s campaigns for 12 months or more, but only if this is agreed in writing prior to any recruitment commencing, and at least 3 months notice is provided to allow for EIMS to recruit a suitable replacement. Furthermore, in the interests of client confidentiality, under no circumstances will the client deliberately seek to employ a EIMS Ltd staff member to take employment with the client if the staff member has recently been working on a campaign for a direct competitor of the client.  

Data Enhancement

EIMS Ltd may use electronic means to enhance data prior to, or after other activities such as calling. This will require transfer of basic, non-confidential data such as name and address between the client’s list and an internal EIMS Ltd list. If the client objects to this form of data enhancement, they may opt out by specifically requesting to do so in writing. The client agrees to this being an opt-out rather than an opt-in option, because EIMS Ltd’s pricing is based on the assumption that we may do this in order to reduce costs.

Intellectual Property

EIMS Ltd owns, and will own at all times, the systems and the rights to use such systems that it develops. In this context, "systems" shall be defined as all source code and software, processes or other inventions. The client may use such systems for the duration of the relevant campaign, and agrees that such access may be chargeable. Any systems developed specifically for the client to the clients’ written specification and paid for entirely by the client will only be available to third parties authorised by the client, EIMS Ltd employees and its subcontractors. 

All data and information handled by EIMS Ltd in the course conducting campaigns on behalf of the client remain the property of EIMS Ltd until the client has paid for EIMS Ltd’s services in full, unless the data was originally supplied by the client. Upon payment in full, the client has the non-exclusive right to the data. This non-exclusivity is designed to protect EIMS Ltd from infringements arising from data handling on behalf of its clients. EIMS Ltd retains the right to sell data to 3rd parties where the client has not provided and paid for the data. The client has ownership of all campaign-specific data that has been fully paid for, but EIMS Ltd has the right to lawful re-use of basic contact data such Name, Address, Telephone and email for the purposes of improving efficiency and database quality.  â€˜NATE’ data is deemed not to be commercially sensitive. If the client wishes to opt out of this data enhancement programme, they may do so by specifying in writing on the official order, or by separate written notice at least 30 days prior to commencement of campaign.

Modifications

The client’s general conditions of purchase will not apply where they conflict with this agreement. Modifications to these terms and conditions are valid only when signed by authorised representatives of EIMS Ltd and the client. In EIMS Ltd’s case, only board-level directors are duly authorised representatives of EIMS Ltd. 

Severability

If any part of this agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the rest of this agreement will remain in full force as if the invalid clause had not been part of this agreement. 

Waivers

No waiver of any rights under this agreement shall constitute a waiver for any such breach in the future or for a breach of any other provisions within this agreement. No such waiver is valid unless given in writing. 

Disputes

Unless and until EIMS Ltd is notified of dissatisfaction in writing, the Client shall be deemed fully satisfied. The client agrees to give feedback to EIMS Ltd pro-actively. This is to avoid the problem of complaints arising when it is too late to rectify the problem. The requirement to give notice of dissatisfaction in writing is to prevent "heat of the moment" comments having unnecessary consequences.

Both EIMS Ltd and the client will seek to resolve all disputes through independent arbitration, and will only seek redress in the courts if such arbitration is unsuccessful.

Promotion

EIMS Ltd will not use the client’s name or logo for advertising or general publicity purposes without the prior written permission of the client. The client authorises EIMS Ltd to use the client’s name and logo during the course of conducting business on behalf of the client; the client also authorises EIMS Ltd to make limited use of the client’s name and logo during the process of promoting EIMS Ltd’s services to other clients [for example during presentations]. EIMS Ltd will not discuss details of work done for the client with anyone outside EIMS Ltd or the client organisation unless that person or organisation has a genuine need to know [e.g. a creative or fulfilment house]. 

Useful Definitions

'This agreement' means this document and all documents and other exhibits which are attached to this agreement or which are referred to in this agreement, and which are signed by both the client and EIMS Ltd. 

'Purchase Order', 'P.O.', 'official order', or 'order' means an official order document from the client which confirms that the client company promises to pay for all work covered by the agreement, up to and including the amount stated on the purchase order. This may include multiple purchase orders which are used to continue or extend this agreement. If the client does not operate a formal purchase order process, then this shall mean a signed order or estimate which shall be taken to confirm that funds have been allocated for the campaign[s] covered by this agreement.

'Specification' means all documents, drawings etc agreed to by the client and EIMS Ltd in writing, which specify the functional, technical and/or quality requirements in relation to services, and which are attached to this agreement.

'Tips’n’Tricks'" is a 'Campaign Briefing Document' that defines objectives, targets, target audience, workload, key messages etc for a specific campaign. This may also be referred to as a 'Qualification guide'.

'Services' means services provided by EIMS Ltd including telemarketing, software development and internet services. 'Territory' shall mean the countries or other geographical and/or organisational areas defined in an addendum to this document. 'Campaign' means the work [to be] done by EIMS Ltd at the request of the client in relation to one or more P.O.s. 'SLA' means service level agreement. 'T&M' means Time & Materials 'P.O.' means 'Purchase order'.

'Value' means the price estimated by EIMS Ltd, and not a price arrived at by some other means of valuation.

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