Email Distribution - Terms and Conditions

1. DEFINITIONS
In this Agreement the following terms shall have the following meanings namely:-
“ The Media Voice” is a trading style of Mobifon Limited Co Reg. 5776418 a company registered
in England and Wales.
“Customer” means a person, company, or organisation at whose application The Media Voice
agrees to provide Distribution Services under the terms of this Agreement.
“Agreement” means the contract made between The Media Voice and the Customer to which
these conditions apply.
“Distribution Services” means works undertaken by The Media Voice or its assigns and intended
to send messages to third parties
"Working Day" is a day of the week when a viable and guaranteed delivery can be made for the
product or service concerned. We consider the main days of the week to be working days unless
there is a public holiday. These days are: Monday, Tuesday, Wednesday, Thursday and Friday.
"Working Hours" are between the hours of 9.00 a.m. and 5.00 p.m. on a Working Day.

1.1 DEFINITIONS OF SPECIFIC SERVICES

Email Distribution: Emails containing agreed content will be sent from places and equipment
specified by The Media Voice to recipients in the United Kingdom whose email addresses are
known to The Media Voice. Where agreed between The Media Voice and the Customer, email
recipients may be selected using criteria specified by the Customer. Emails will be sent in
accordance with all relevant United Kingdom legislation.
SMS Distribution: SMS transmissions containing agreed content will be sent from places and
equipment specified by The Media Voice to recipients in the United Kingdom whose mobile
phone numbers are supplied by to the Customer. SMS messages will be sent in accordance with all
relevant United Kingdom legislation.

2. SCOPE &CHANGES
The provisions of this Agreement shall apply to all Services ordered by the Customer from The
Media Voice. The Media Voice reserves the right to modify and extend the terms and provisions
of this Agreement at any time in the normal course of its business. The Customer may request an
up to date copy of our Terms of Business at any time.
3. DURATION
The Media Voice will provide the Distribution Services specified in the pro-forma invoice
included with this Agreement which is defined in Section 1.1 above.
4. Charges, Payment, and Vat
a) Payment for services by the Customer will be accepted by The Media Voice as cheque, bank
transfer or credit card/debit card.
b) All sums due to The Media Voice under this Agreement shall be payable by the Customer
upon presentation of a Pro Forma Invoice. A VAT invoice will be sent to the Customer after
payment is received.
c) All invoices submitted by The Media Voice to the Customer are to be treated as agreed,
whether or not agreed, unless the Customer notifies The Media Voice of any discrepancies or
objections to the same within 5 days of receipt of any invoice from The Media Voice.
d) Whilst any payment due under this Agreement remains outstanding to The Media Voice from
the Customer, The Media Voice shall be entitled to withhold the delivery of service to the
Customer at the sole discretion of The Media Voice.
e) The Customer authorises The Media Voice to debit the credit card where specified in the
order.
f) All charges payable to The Media Voice by the Customer shall be subject to VAT at the
current rate.
g) Where applied, the basic monthly charge is due and payable each month in advance by the
Customer to The Media Voice. On or about the first day of each month the Customer will
receive an invoice from The Media Voice for the basic monthly charge for that month, plus
charges for any additional costs or services from the preceding month. The Customer agrees that
all billing submitted to the Customer by The Media Voice shall be due and payable to The Media
Voice when rendered.
h) The Customer agrees to pay The Media Voice all legal costs incurred in by The Media Voice
in connection with any legal proceedings taken by The Media Voice against the Customer to
recover sums due under this Agreement on a full indemnity basis.
i) Notwithstanding Clause 3. DURATION above, The Media Voice shall, at its absolute
discretion, have the right to terminate this Agreement at any time and with immediate effect if
it considers that a Customer will not adhere to these terms and conditions or that a Customer’s
requirements are beyond the scope of The Media Voice’s reasonable capacity.
5. PROVISION OF INFORMATION
a) The Customer undertakes promptly to provide The Media Voice (free of charge) with all
such information and co-operation that The Media Voice may reasonably require from time to
time to enable The Media Voice to perform and observe its obligations under this Agreement.
b) Should account information/instructions change subsequent to a quotation agreed by the
Salesperson, The Media Voice reserves the right to adjust the charges appropriately.

6. DEFAULT AND TERMINATION

The Media Voice and the Customer shall each be entitled to terminate this Agreement with
immediate effect by giving written notice to the other party if the other party is in breach of
any of its obligations hereunder and has been given written notice of the breach and such breach
has continued unresolved for a further period of thirty days. Upon the termination of this
Agreement all duties of The Media Voice to provide Distribution Services will cease and the
Customer shall immediately pay to The Media Voice all charges incurred up to the date of
termination and which have not yet been paid.

7. WARRANTIES
The Customer warrants that it is free to enter into and perform the terms of this Agreement and
that none of the terms of this Agreement in any way conflict with any other Agreement
between the Customer and any other party. The Media Voice warrants that it is free to enter
into and perform the terms of this Agreement and that none of the terms of this Agreement in
any way conflict with any other Agreement between The Media Voice and any other party.

8. LIMITATION OF LIABILITY
The Media Voice shall not be liable to the Customer nor to any other person for any injury
damage loss cost or expense relating to the subject matter of this Agreement howsoever arising
and in no event shall The Media Voice be liable for any consequential damages or indirect loss
suffered by the Customer or any other party. The Customer shall be exclusively responsible for
and shall indemnify and hold The Media Voice fully indemnified in respect of any liability claim
demand or costs suffered or incurred by The Media Voice in connection with any act or omission
of the Customer in the course of or relating to the provision of Distribution Services by The
Media Voice. The above clauses shall not apply to any personal injury or death arising as a direct
result of the negligence or willful default of The Media Voice its employees or agents.

9. FORCE MAJEURE
Neither party shall be liable to the other for any failure to perform any obligation under this
Agreement which is due to an event beyond the control of such party including, but not limited
to, act of God, war, insurrection, riot, and civil unrest, act of civil or military authority. Any
party affected by such event shall forthwith inform the other party of the same and shall use all
reasonable endeavours to comply with the terms of this Agreement.

10. WAIVER
Failure of either party to insist upon strict performance of any provision of this Agreement or
the failure of either party to exercise any right or remedy to which it is entitled hereunder shall
not constitute a waiver thereof and shall not cause a diminution of the obligations under this
Agreement. No waiver of any of the provisions of this Agreement shall be effective unless it is
expressly stated to be such and signed by both parties.

11. SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any
Court of competent jurisdiction, such provision shall be severed and the remainder of the
provisions of this Agreement shall continue in full force and effect as if this Agreement had been
executed with the illegal or unenforceable provision eliminated.

12. COMMUNICATIONS
Any communications between The Media Voice and the Customer shall be in writing and shall be
delivered electronically, by hand or sent by post to the address of the addressee as supplied or to
such other address (being in Great Britain) as the addressee may from time to time have notified
for the purpose of this Clause, or sent by facsimile transmission to the addressee's facsimile
number as supplied or as notified from time to time for the purpose of this Clause.
Communications sent in accordance with the clause above shall be deemed to have been received
as follows: if sent electronically within one hour of being sent, if sent by post – at the start of
the third Working Day after posting; if delivered by hand - upon receipt; if sent by facsimile
transmission - at the time of transmission if received at least two hours before the close of
Working Hours and in any other case on the next Working Day.

13. SURVIVAL OF CAUSES OF ACTION

The termination of this Agreement howsoever occurring shall not affect the rights and liabilities
of the parties already accrued at such time nor affect the continuance in force of such of its
provisions as are expressed as or capable of having effect after such termination.

14. AGENCY
The Media Voice is acting as an agent of the Customer by virtue of providing Distribution
Services on behalf of the Customer.
15. ENTIRE AGREEMENT
This Agreement shall be governed by and construed and interpreted in accordance with English
Law and the parties submit to the jurisdiction of the English Courts. This Agreement represents
the entire understanding between the parties in relation to the subject matter hereof and
supersedes all other Agreements and representations made by either party, whether oral or
written and this Agreement may only be modified if such modification is in writing and signed by
a duly authorised representative of each party hereto.
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Data Purchase Terms & Conditions

1. DEFINITIONS
In this Agreement the following terms shall have the following meanings namely:-
“ The Media Voice” means a trading style of The Voice (gb) Limited Co Reg. 4349523 a
company registered in England and Wales which expression shall where the context so requires
include its successors.
“Customer” means a person, company, or organisation at whose application The Media Voice
agrees to provide a Data list under the terms of this Agreement.
“Client” means a person, company, or organisation where the Customer acts on their behalf as
an agent
“Agreement” means the contract made between The Media Voice and the Customer to which
these conditions apply.
“Data” means name and address information or telephone numbers or fax numbers or other
items selected, purchased and subsequently supplied by The Media Voice
“Goneaway(s)” means an address to which an item cannot be delivered by virtue of the intended
recipient never having been, or no longer being at the address or an address to which mail cannot
be delivered. In the case of a telephone or fax number, one which cannot be reached by virtue of
being a dead line or a wrong number or where the intended recipient is no longer the subscriber or
where the number is the wrong type.
“Update” a data record returned to The Media Voice with correctly amended information.
“Subscriber” means the company or organisation whose name appears on the bill from the
telecommunications service provider and not any individual employee of the company or
organisation.
"Working Day" is a day of the week when a viable and guaranteed delivery can be made for the
product or service concerned. We consider the main days of the week to be working days unless
there is a public holiday. These days are: Monday, Tuesday, Wednesday, Thursday and Friday.
"Working Hours" are between the hours of 9.00 a.m. and 5.00 p.m. on a Working Day.

2. GENERAL TERMS
a) The Customer warrants they will comply with the Data Protection Act 1998 and any
subsequent amendments or legislation that implements the EU Directive 95/46/EC (and the
Privacy and Electronic Communications Regulations 2003 and any related regulations) and any
guidance issued by the Information Commissioner relating thereto including but not limited to
complying with the Customer obligations in respect of any personal data which the Customer
may supply to or receive from the other party. In particular (but without limitation) the
Customer warrant to The Media Voice that the Customer shall at all times (i) maintain the
confidentiality and integrity of any personal data received from or on behalf of The Media
Voice; (ii) implement and maintain appropriate technical and organisational security measures
against unauthorised or unlawful processing of personal data and against accidental loss or
destruction of or damage to personal data in accordance with all appropriate Data Protection
legislation; and (iii) not transfer any personal data received from or on behalf of The Media
Voice outside the European Economic Area or other designated Safe Harbour. The Customer
shall ensure that any uses to which the Data is put comply with the Codes of Practice of the
appropriate advisory bodies including without limitation the Direct Marketing Association. The
Customer shall be responsible for obtaining and applying to the Data any necessary suppression
files including, where appropriate, the Mail Preference Service, the Telephone Preference
Service, and the Fax Preference Service.
b) Upon purchase the Data is licensed exclusively for the Customer use.
c) The Data comprises proprietary information intellectual property rights which are owned
by The Media Voice.
d) The Customer rights to the Data are strictly and specifically governed by the terms of this
Agreement.
e) In the event that payment made by the customer for Data by credit card or cheque or
otherwise is subsequently reversed by the Customer or by the Customer bank or by the Customer
card issuer or otherwise all rights to the Data shall immediately cease. Payment for the full
amount remains due and The Media Voice reserves the right to use all and any applicable legal
remedies to recover the payment from the Customer as well as any additional costs incurred by
The Media Voice in doing so.
f) The Customer shall warrant that they will exercise all reasonable precautions to prevent
others under their control from violating any term of this Agreement.
g) The Media Voice shall be entitled to enforce any term of this Agreement either directly as
principal or as a third party (as applicable). Other than The Media Voice, this Agreement does
not create any rights under the Contracts (Rights of Third Parties) Act 1999 which are
enforceable by any person who is not a party to it and no person who is not a party to this
Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it.
h) The Customer warrants not to use the Data in any way other than for mailing, telephoning
or faxing for marketing and promotional purposes relating to their business or that of their
Client.
i) The Customer agrees to indemnify The Media Voice in respect of any claim arising from
use of the Data made by the Customer or their Client and/or arising from the material despatched
using the Data by the Customer or their Client, including but not limited to defamation,
obscenity or infringement of others' rights.

3. EXCLUSI ON OF LIABILITY
a) To the extent permitted by the law, The Media Voice do not make and hereby disclaim any
warranty, express or implied. The Media Voice does not guarantee or warrant the correctness,
completeness, up to date, or satisfactory quality and fitness for a particular purpose of the Data.
b) The Media Voice will not be liable in any event, including liability for negligence (except
for personal injury or death), to the Customer or others for any loss or damages, lost revenue or
profits, or any indirect or consequential loss or damages resulting from problems caused by the
interaction of the Data with the Customer computer, operating system, other software or data,
or from the Customer use of or inability to use the Data.
c) In the event of any claim upheld against The Media Voice, The Media Voice will not be
liable to the Customer or others in excess of the purchase price of the Data.
d) The above clauses shall not apply to any personal injury or death arising as a direct result of
the negligence or willful default of its employees or agents.

4. DATA QUALITY, C OMPLETENESS AND REFUNDS

a) The Customer accepts that the Data may contain a number of Goneaways and that unless
the level of Goneaways exceeds the relevant percentage of the Data (see 4i) The Customer
accepts that no replacement Data or refund shall be due in respect of these Goneaways. If the
level of Goneaways exceeds the relevant percentage or if any other fault arises in the Data, The
Media Voice shall have the right to remedy such fault where possible by re-supplying all or the
relevant percentage of the Data. In the event that the Customer does not advise The Media
Voice of any defect in the Data within thirty (30) days from the date of receipt thereof in the
case of Goneaways or thirty (30) days from the date of receipt thereof in all other cases, the
Customer shall be deemed to have accepted the Data.
b) Where Data contains name elements (such as salutation, forename, initials, surname) the
Customer accepts that not all elements will necessarily be present for each record and that no
replacement Data or refund will be given for incompleteness of the Data in this instance. The
Customer also accepts in the case of business data that a named contact may comprise an
individual name or job title or both and that job holders are subject to frequent change and that
no replacement Data or refund will be given for incorrect or missing contact names or job titles.
c) The Customer accepts that de-duplication is an inexact science as the same
company/address may be expressed or spelt differently in different databases. The Media Voice
makes every effort to ensure duplicate records are removed from the Data. However a small
number may slip through - this is unavoidable and the Customer accepts that no replacement
Data or refund will be given in this case.
d) Replacement Data or a refund will be given for the proportion of the purchase price
represented by mail, telephone and/or fax Goneaways subject to the Customer following the
procedure indicated in 4i, provided the Customer has mailed/telephoned/faxed a reasonable
number of records (see 4e) and the Goneaways fall within the relevant definition (see 4f – 4h)
and the level of Goneaways exceeds the relevant percentage of the Data (see 4i) and if the
Customer has purchased the Data against account facilities provided by The Media Voice and
settled the invoice relating to the Data within the agreed account settlement period.
e) Before the Customer can make a claim for replacement Data or a refund for Goneaways,
the Customer must mail or telephone or fax (as the case may be) a minimum of 250 records or
20% of the total number of records in the Data whichever is the greater. In the event that there
are less than 250 records in the Data, The Customer must mail or phone or fax (as the case may
be) all the records in the Data.
f) A mailable address is a Goneaway if (i) the Customer mails an item to it and (ii) the item is
returned to the Customer bearing a red Royal Mail 'We were unable to deliver this item because...'
sticker or it is otherwise similarly marked. A mailable address is not a Goneaway for any other
reason (such as marked 'do not mail me again', 'not interested' etc.).
g) A telephone number is a Goneaway if (i) the Customer calls it and (ii) it is a dead line or it is
a wrong number or it is a fax number (and not shared by a phone). A telephone number is not a
Goneaway for any other reason (such as no answer or number engaged, an answering machine or
voicemail, Subscriber not interested or refuses to talk etc.).
h) A fax number is a Goneaway if (i) the Customer sends a fax to it and (ii) it is a dead line or
it is a wrong number or it is a phone number (and not shared by a fax machine). A fax number is
not a Goneaway for any other reason (such as no answer or number engaged, an answering
machine, incompatible fax machine etc.).
i) For this Data, the percentages of records which must qualify as Goneaways before
replacement Data or refund for Goneaways will be given are: 10%.
j) Claims for replacement Data or refund for Goneaways must be made with supporting
documentation (e.g. returned envelopes, call records, fax logs) within 30 days of date of
purchase. Replacement Data or refund will not be given where supporting documentation is not
provided. Supporting documentation should be sent to Customer Support, The Media Voice,
Bradley Court, Off Maple Road, Castle Donington, DE74 2UT. Only one claim may be made for
each purchase. A separate claim must be made for each purchase. For further assistance, the
Customer should contact The Media Voice Customer Support team on 0800 074 2567.
k) The Customer should contact The Media Voice Customer Support if they believe they are
due replacement Data.
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