STOTLES’ STANDARD TERMS AND CONDITIONS
Version 2026.9.16 Effective 28 September 2026
This version takes effect on 28 September 2026. Until that date, version 2025.2.1 remains in force and is available on request from legal@stotles.com.
These terms and conditions, together with any documents referred to herein (the "Terms") apply between Stotle Ltd. (registered number: 10912358) a company whose registered address is at 7 Stone Street, Brighton, England, BN1 2HB ("Stotles") and yourself (the "Customer") in respect of the provision by Stotles of the Services (as defined below) to the Customer.
1. Overview
1.1. Stotles operates the website https://www.stotles.com, API platform https://api.stotles.com, and web-based application https://app.stotles.com (together, the "Stotles Website"). A Customer may offer to purchase specific Services (as defined below) by contacting team@stotles.com. Stotles shall confirm and accept such an offer by: (a) mutual execution of an order form via physical or electronic signature ("Order Form"), or (b) confirmation of purchase and confirmation by Stotles that payment has been received in an online checkout confirmation ("Checkout Confirmation") by the Customer, both of which act as the terms of the contract (the "Agreement").
1.2. Stotles has developed certain consulting and web based services (the "Services") which include, without limitation: (a) certain data and software services; (b) the Stotles Website, user interface and documentation as well as any programming fixes, modifications, enhancements, improvements, updates, additions, derivative works and related material; (c) data, that includes without limitation third party data, which is made available via the Stotles Website (the "Data"); and (d) the ability for the Customer to download PDF and/or CSV images available from the Stotles Website (the "Documents"); and (e) advisory services.
1.3. By purchasing the Services, the Customer acknowledges and agrees to be bound by the Agreement. If the Customer does not agree to the Agreement then the Customer must not use or access the Services.
2. License and Intellectual Property Rights
2.1. Stotles hereby grants to the Customer, for the duration of any period as set in the Agreement (the "Subscription Term") a limited, non-exclusive, revocable, non-sublicensable and non-transferable right to access and use the Services for internal business use only, subject to the Agreement. All rights not expressly granted to the Customer under the Agreement are reserved by Stotles (and/or its licensors).
2.2. The Customer's Stotles account is solely for their own use and login details/licenses, API keys and access tokens must not be shared, disclosed or used by (a) any individual other than the named user or (b) any party outside of their organisation. The sharing or disclosure of login details, API keys or access tokens will be deemed by Stotles to constitute a material breach of the terms of this Agreement. There are a limited number of licenses as determined by the Agreement and sharing of these licenses with additional members within the Customer's organisation without written consent will also be deemed a material breach of the terms of this Agreement.
2.3. The Customer shall be responsible for installing any software and/or hardware and making any other arrangements required to use the Services.
2.4. The Customer agrees that the Services (and all related trademarks and service marks (whether registered or unregistered) are the sole property of Stotles and the Data is the sole property of Stotles or, where appropriate, its licensor and that it will not (without express written consent from Stotles): (i) create derivative works based on the Services except to the extent such derivative works are an essential technical function of the Customer's use of the Services; (ii) reproduce the Services, sell or assign, license or disclose or otherwise transfer or make available the Services in any form to any third party; (iii) remove or alter any proprietary notices or marks on the Services; or (iv) copy, modify, reuse, disassemble, decompile, reverse compile, reverse engineer, frame, mirror or otherwise translate the Services or any portion thereof except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
2.5. The Customer shall not under any circumstances: (i) use information from the Services to build a database for resale or for access by a third party (including, for the avoidance of doubt, a database of business contact information), where that database competes with, or is substantially similar to, any database or data feed made available to Stotles by its data providers; (ii) authorise or, by failure to exercise commercially reasonable efforts to protect information from the Services in its possession, permit such information to be made available in any way to a third party that resells such data in competition with Stotles or its data providers.
2.6. Stotles (or its relevant licensors) shall own all right, title and interest, including but not limited to all intellectual property rights, in and to the Services. The Agreement is not a sale agreement and does not convey to the Customer any rights of ownership in or related to the Services. Stotles reserves the right to, at any time without prior notice, make modifications to the design, operational methods, specifications, systems, and other functions of the Services.
2.7. The Customer shall have sole responsibility for and hereby warrants to Stotles the accuracy, quality, integrity, legality, non-infringement of any third party intellectual property rights, reliability and appropriateness of all data which is uploaded to or entered into the Services by the Customer or on its behalf (the "User Content") and Stotles shall have no liability whatsoever for such User Content.
2.8. Save as specified in the Agreement, all intellectual property rights in the User Content will remain vested in the Customer (or its relevant licensors). The Customer hereby grants to Stotles a perpetual, royalty free, non exclusive, non-transferable licence to use, store, modify and copy the User Content in order to perform the Agreement and (anonymised as may be appropriate) to generate statistics and make such statistics available to third parties. The Customer hereby warrants to Stotles that it has the full requisite power and authority to grant Stotles such usage rights in the User Content and that there are no additional consents or approvals required for granting such usage rights.
3. Document and Data Downloads
3.1. If no documents download or data download quota is noted in the Agreement, there are no limitations on document or data downloads, save that this shall not apply to Data, for which the Customer's entitlement to access or download is limited to the quota, credits or other allowance specified in the applicable Order Form (the "Customer Quota"), and in all cases the Customer's rights to use any documents or data downloads are subject to the restrictions set out at clause 2.1.
3.2. Each download within the Customer Quota shall be deemed non-exchangeable and non-refundable.
3.3. Upon the expiration of the Subscription Term, any unused Customer Quota will lapse.
4. Representations and Warranties
4.1. The Customer represents and warrants that (i) it possesses the legal right and ability to enter into the Agreement; (ii) it is entering into this Agreement for business purposes only, i.e. it is not contracting as a 'consumer'; (iii) it will at all times supply truthful and accurate information to Stotles and will not misrepresent itself to the public through its use of the Services; and (iv) neither the performance of its obligations under this Agreement nor the use of the Services will violate any applicable laws, rules or regulations of governments having jurisdiction or cause a breach of any agreements it has with any third parties or unreasonably interfere with other Stotles customers' use of Stotles services.
4.2. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Stotles has the right, immediately on prior written notice, to suspend or terminate the Agreement and/or the Customer's use of the Services.
4.3. The Customer agrees that it will use the Services only for lawful purposes and in accordance with the Agreement. In connection with the provision of or its use of the Services, each party warrants that it will comply at all times with all applicable laws, rules and regulations including, without limitation, the General Data Protection Regulation as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018 ("UK GDPR"); the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (the "Data Protection Legislation").
4.4. The Customer shall not, in connection with its use of Contact Data: (i) use the Contact Data to build or contribute to a database of business contact information for resale, licensing or access by any third party; (ii) transfer or disclose the Contact Data to any third party other than as expressly permitted under this Agreement; (iii) use the Contact Data other than for the purposes permitted under clause 14; or (iv) reverse engineer, or otherwise attempt to identify, the source or provider of the Contact Data, except as permitted by clause 14.3.
4.5. The Customer shall not: (i) attempt to circumvent any security measures or technical limitations of the Services; (ii) use the Services in a way which harms the interests of Stotles, the Stotles Website, any of Stotles' affiliates, the Services or other customers of Stotles (and shall adopt reasonable, industry standard security measures to prevent the introduction of viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful or by attacking the Stotles Website via a denial-of-service attack or a distributed denial-of-service attack); (iii) forge headers or otherwise manipulate identifiers (including without limitation URLs) in order to disguise the origin of any Data transmitted through the Stotles Website; (iv) create an application that may be used to violate the Agreement or other site policy; (v) adversely affect Stotles or Stotles' name, reputation, image or goodwill in connection with the Customer's use of the Services; and/or (vi) without express permission from Stotles, use manual or automated software, devices, scripts, robots or other means or processes to access, crawl, scrape, copy or duplicate any content on the Stotles Website.
4.6. The Customer represents and warrants that it is not located in, incorporated in, or otherwise organised under the laws of any country or territory that is the subject of comprehensive trade sanctions imposed by the United Kingdom, the European Union or the United States (an "Embargoed Country"), and is not owned or controlled by, acting on behalf of, or a national or resident of, any person or entity that is the target of such sanctions or is listed on any restricted party list maintained by the UK, EU or US governments (a "Restricted Party"). The Customer shall not export, re-export, transfer or otherwise make available any Data to any Embargoed Country or Restricted Party, and shall comply with all applicable UK, EU and US export control and sanctions laws in its use of the Services and the Data.
5. Maintenance and Support
5.1. Stotles shall use its reasonable efforts to ensure that maintenance of the Services, which may require interruption of the Customer's access to the Services or any material part of it ("Maintenance Events"), shall not be performed during 9.00 am to 6.00 pm local UK time, Monday to Friday, excluding public holidays, provided that Stotles may interrupt access to the Services at any time to perform essential emergency maintenance.
5.2. Maintenance Events include all regularly scheduled error corrections, software updates and feature improvements.
5.3. Stotles shall maintain and update the Services. Should the Customer determine that the Services include a defect, the Customer may at any time file error reports by contacting the Stotles helpdesk at: team@stotles.com. During Maintenance Events, Stotles may, at its discretion, upgrade versions, install error corrections and apply patches to the Services or any part of it. Stotles shall use all reasonable endeavours to avoid unscheduled downtime for Maintenance Events.
5.4. The Customer shall have sole responsibility for providing support in connection with equipment, data integration tools and processes operated, developed or maintained by the Customer, including without limitation those used to (a) access the Services via the internet; and (b) connect the Services to the Customer's other software and databases.
5.5. The Customer acknowledges that the Services may include software, data and information provided to Stotles by third parties, and therefore the correction of errors and resolution of defects and other problems may require third party action and not be entirely within Stotles' control.
6. Nature of Services and Warranty Disclaimer
6.1. The content accessed through use of the Services is provided for general information only and is not intended to be used as the sole basis for any business decision. It is not intended to amount to advice (of any nature) on which the Customer should rely. The Customer must obtain professional or speciality advice before taking or refraining from any action on the back of content accessed through use of the Services.
6.2. To the maximum extent permitted by law and except as expressly set forth in the Agreement, Stotles expressly disclaims all warranties and representations with respect to the Services, whether express, implied, statutory or otherwise, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses or results from use of the Services, that the Services (or the Data) will meet specific requirements, that the Services will be available or uninterrupted, secure or free of software errors. The Customer acknowledges and agrees that the Services are provided on an "as is" basis and, to the maximum extent permitted by law, without any warranty of any kind and that the entire risk as to the quality and performance of the Services shall be borne by the Customer.
6.3. Stotles does not and cannot control the flow of information to or from Stotles' network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times actions or omissions of such third parties can impair or disrupt the Customer's connection to the Services (or portions thereof). Stotles cannot guarantee such events will not occur. Accordingly, to the maximum extent permitted by law, Stotles disclaims any and all liability resulting from or related to such events.
6.4. Stotles shall not be liable to the Customer (whether for breach of contract, negligence, misrepresentation or for any other reason) for any loss or damage whatsoever incurred or sustained by the Customer in connection with this Agreement and/or its use of the Services whether such loss or damage is direct, indirect or consequential and including, without limitation: (a) loss of profit; (b) loss of business; (c) lost data; (d) rerun time; (e) inaccurate output; (f) work delays, or (g) wasted staff or management time.
6.5. Stotles will make reasonable commercial efforts to ensure content accessible through the Services is up to date and accurate. However, because Stotles obtains the content from a number of different sources Stotles does not endorse, support, represent, warrant or guarantee the completeness, truthfulness, accuracy, or reliability of any content accessed or accessible using the Services. If the Customer does become aware of any inaccurate or incorrect content accessed or accessible using the Services (in particular pertaining to the Customer) the Customer should inform Stotles by email to team@stotles.com and Stotles will use its reasonable endeavours to investigate such concern and, where appropriate and possible, correct inaccurate data. The Customer understands that by using the Services, it may be exposed to content that might be inaccurate or deceptive. Under no circumstances (save as required by law) will Stotles be liable in any way for any content accessed, or any loss or damage of any kind incurred as a result of the accessing by the Customer of the Services.
6.6. Stotles assumes no responsibility for the content of websites possibly linked on the Services. Such links should not be interpreted as endorsement by Stotles of those linked websites. Stotles will not be liable for any loss or damage that may arise from the Customer's use of them.
7. Third Party Services
7.1. Stotles may provide the Customer with access to other third party documents, software and/or services ("Third Party Services") through reseller relationships Stotles has established with certain commercial vendors ("Third Party Vendors"). Such Third Party Services may or may not be identified as being ultimately provided by Third Party Vendors and whilst Stotles will make its reasonable efforts to correct any errors or address any other issues reported by the Customer, the Customer understands that product support for Third Party Services may require input from the Third Party Vendor which is outside of Stotles's control. Neither Stotles nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Services. The Customer expressly acknowledges and agrees that use of Third Party Services is at the Customer's sole risk and such Third Party Services are provided "as is" and without representation or warranty of any kind from Stotles or any Third Party Vendor, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses or results, correspondence to description, or non-infringement of third party rights. To the maximum extent permitted by applicable law, neither Stotles nor any Third Party Vendor will be legally responsible for any damages, whether direct, indirect or consequential, arising from the use or inability to use any Third Party Services.
7.2. The Customer shall not (i) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Third Party Services or that appear during use of any Third Party Services; or (ii) reverse engineer, decompile, or disassemble any Third Party Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
7.3. If any Third Party Vendor requires the Customer to enter into a separate agreement directly with the Third Party Vendor before the Customer uses a Third Party Services, Stotles will notify the Customer accordingly and the Customer agrees to observe the terms of any such agreement for use of such Third Party Services and that it shall be fully liable to Third Party Vendors and Stotles with respect to any improper use of such Third Party Services or violation of any such agreement made directly with the Third Party Vendor.
8. Payments and Invoicing
8.1. The Customer shall pay for use of the Services in accordance with the fees, charges and billing terms set out in the Order Form (the "Fees") or online Checkout Confirmation. Fees quoted are exclusive of, and the Customer shall pay, all taxes, duties, levies, fees or other similar charges (including, without limitation, VAT).
9. Confidentiality
9.1. Neither Stotles nor the Customer shall, even after the expiration of the Agreement use or disclose to any third parties any Confidential Information which such party has received from the other. "Confidential Information" shall mean any information, technical, commercial or of any other kind, whether written, oral or in electronic form, except such information which is publicly known or which has come to the public knowledge in any other way than through breach of this secrecy undertaking, or has been: (i) independently developed without access to such party's Confidential Information; (ii) rightfully received from a third party; (iii) required to be disclosed by law or by a governmental authority; or (iv) disclosed by Stotles to a third party data provider referred to in clause 14, solely to the extent necessary for Stotles to comply with its reporting obligations to that data provider regarding the Customer's usage volumes of the Contact Data, provided that Stotles shall, where its agreement with that data provider permits, report such usage volumes by reference to an anonymised customer identifier rather than the Customer's name, and shall only disclose the Customer's identity at entity level where the data provider's agreement requires this and reasonable endeavours to report anonymously are not available, and, in either case, Stotles shall use reasonable endeavours to ensure that any such data provider treats that information as confidential.
9.2. If the Customer chooses, or is provided with, a login email address, user identification code, password or any other piece of information as part of our security procedures, the Customer must treat such information as confidential. The Customer must not disclose it to any third party.
10. Claims and Notifications
10.1. In the event that the Customer is notified by a third party that such party claims rights in the Services or that use of the Services infringes the rights of such third party, the Customer agrees to immediately notify Stotles and at Stotles's request to immediately cease to use the Services.
10.2. The Customer shall notify Stotles without undue delay, and in any event within twenty-four (24) hours, of becoming aware of: (i) any suspected unauthorised access to, or misuse of, the Services or the Data; (ii) any actual or suspected compromise of the Customer's login details, API keys or access tokens; or (iii) any material complaint concerning the Services or the Customer's use of Contact Data.
11. Limits on Liability
11.1. The Customer shall indemnify Stotles against any liability, costs (including without limitation any legal or other professional costs), expenses, losses, damages (including any direct, indirect or consequential losses, loss of profit, loss of business opportunity, loss of reputation), interest and penalties suffered or incurred by Stotles arising from or in any way related to: (i) the Customer's use of the Services; or (ii) the Customer's breach of the Agreement. Stotles shall indemnify the Customer against any liability, costs (including without limitation any legal or other professional costs), expenses, losses and damages suffered or incurred by the Customer arising from Stotles' breach of the Agreement, save that Stotles' liability under this clause 11.1 shall in all cases remain subject to the limitations and exclusions set out in clause 11.2. Each party will provide the other with written notice of any such claim, suit or action.
11.2. Except as set out in clause 11.3, in no event shall either party's aggregate liability under the Agreement exceed the value corresponding to three months' use of the Services. In no event shall either party be liable under the Agreement for any indirect, special, incidental or consequential damage, including but not limited to, any damages for loss of profits or revenue by the other party, any business interruption, any loss of anticipated savings, any loss of goodwill, opportunity or reputation, whether based in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable.
11.3. The Customer's liability shall not be limited or excluded by clause 11.2 in respect of any breach of: (i) the Applicable Data Protection Laws; (ii) clause 2.5 (protection of information); (iii) clause 4.6 (export controls); (iv) clauses 2.4 or 4.5 to the extent that breach infringes the intellectual property rights of, or breaches a use restriction owed by Stotles to, a third party data provider; or (v) clause 14 (Enhanced Contact Data Usage).
11.4. Nothing in the Agreement shall be construed as excluding or limiting either party's liability for: (i) death or personal injury caused by the other party's negligence; (ii) fraud; or (iii) any liability which cannot be excluded or limited under applicable law.
12. Termination
12.1. If (a) any payment that the Customer owes to Stotles is declined, rejected or reversed for any reason whatsoever during the Subscription Term; (b) the Customer breaches any of the terms of the Agreement; and/or (c) a data provider directs Stotles to suspend or revoke the Customer's access to the Contact Data on the grounds that the data provider reasonably suspects misuse or abuse of the Contact Data by the Customer, or Stotles otherwise reasonably suspects such misuse or abuse of any Data, Stotles may immediately suspend the Customer's use of the Services (or, in the circumstances described in (c), the Contact Data element of the Services only), without liability or refund, without prejudice to the remainder of the Agreement or any remedies available at law or in equity. Where reasonably practicable and where the data provider's instructions do not require immediate suspension, Stotles will give the Customer notice of the grounds for suspension under (c) and a reasonable opportunity to respond before access is suspended.
12.2. Either party shall be entitled to terminate the Agreement with immediate effect by serving written notice on the other party in the following circumstances: (i) if the other party commits a material breach of any of its obligations under the Agreement which is not capable of remedy; (ii) if the other party commits a material breach of any of its obligations under the Agreement which is not remedied within thirty (30) days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination; and/or (iii) (in the case of termination by Stotles only) if Stotles loses the right to provide the Services as contemplated by the Agreement. The right to terminate under clause 12.2(iii) shall not apply in respect of any inability by Stotles to provide the Contact Data, for which the remedy is set out at clause 12.6. If the Agreement is terminated: (a) pursuant to paragraphs (i) or (ii) due to Stotles' material breach; or (b) in the circumstances set out in paragraph (iii) during the Subscription Term, where the Customer has paid fees to Stotles in advance, Stotles will refund an appropriate pro-rata portion of the fees paid by the Customer for the remainder of such term.
12.3. Termination of the Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party which have accrued before termination (including, without limitation, payment obligations) or which are expressly stated to continue to have effect beyond termination.
12.4. Upon termination of the Agreement, the Customer's access to the Services will cease, however the Customer may continue to retain and make use of the Contact Data following termination of the Agreement provided that the Customer continues to comply with clauses 2.5, 4.4, 4.6 and 14.
12.5. The Agreement initially runs for the period stated in the Agreement from the start of the term (the "Minimum Term") and, unless otherwise stipulated in the Agreement, is automatically extended by the same length as the original agreement (with the Minimum Term and each extension period referred to as a "Contract Period"), unless the Agreement is terminated with a notice period of 60 (sixty) days to the end of the respective Contract Period.
12.6. Stotles' ability to make Contact Data available under the Agreement depends on Stotles' own arrangements with third party data providers. If a particular data provider's arrangement with Stotles expires, is terminated, or is not renewed, Stotles may substitute a replacement source of Contact Data (which may result in a change to the specific records or fields available) without this constituting a material modification of the Agreement for the purposes of clause 13.2. If no replacement source is available for any part of the Contact Data, Stotles' obligation to make that part of the Contact Data available shall cease, without liability to Stotles, and the Customer shall be entitled to a fee reduction equal to 10% of the total Fees payable under the Agreement, pro-rated to reflect the proportion of the then-current Contract Period remaining as at the date such Contact Data ceases to be available.
12.7. The right to terminate the Agreement for good cause without observing a notice period (outlined in these Terms) remains unaffected. Good cause shall be deemed to exist, among other things, if one party grossly violates the obligations expressly regulated in these Terms, if insolvency proceedings are opened against the assets of the other party, or if the other party becomes insolvent or unable to pay its debts. A good cause for termination also exists in the event of data use that contradicts the contractually agreed provisions.
12.8. Each termination notice must be issued in writing.
13. General
13.1. The Agreement represents the entire agreement between Stotles and the Customer relating to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, agent, employee or representative of either of the parties as well as applicable non-mandatory local laws and international regulations.
13.2. Stotles reserves the right to modify or replace the terms and conditions of the Agreement or to change, suspend or discontinue the Services (or any part thereof) at any time. Stotles shall use reasonable efforts to give notice of any such modifications via its website (https://www.stotles.com) (the "Modification Notice") and accordingly, Stotles recommends that the Customer periodically checks the terms and conditions made available on the website for changes. For the avoidance of doubt, a change in, substitution of, or removal of a data provider from which Contact Data is sourced shall not of itself constitute a material modification of the Agreement for the purposes of this clause. In the event of any material modification of the Agreement by Stotles, the Customer shall have the right, within 10 days after the date of the Modification Notice or the effective date of the modifications (whichever is later), to object to such modification by written notice to Stotles. Following receipt of any such objection, the parties shall work together in good faith to seek to resolve the objection within 30 days of the date of the Customer's objection notice. If the objection is not resolved within such 30-day period, Stotles may, at its sole discretion, either: (a) continue to provide the Services to the Customer on the terms and conditions in effect immediately prior to the material modification; or (b) terminate all or any part of the Services affected by the proposed modification, upon written notice to the Customer. Continued use of the Services after the expiry of the 10-day objection period without the Customer having submitted a written objection shall constitute acceptance by the Customer of the modifications.
13.3. Except for any payments due hereunder, neither party shall be responsible or liable for any failure to perform its obligations due to causes beyond its reasonable control, including but not limited to acts of God, war, riots, terrorist acts, embargoes, acts of civil or military authorities, fires, floods, earthquakes, accidents, labour conflicts, failure of any communications services for the duration of any such circumstances or cause.
13.4. Neither party may assign, charge, transfer or deal in any other manner with the Agreement in whole or in part without the prior written consent of the other party save that Stotles shall be entitled to subcontract any or all of its obligations under the Agreement to a sub-contractor but by doing so it shall be responsible for the acts and omissions of the sub-contractor to the same extent as if it had carried out the obligations itself pursuant to the Agreement.
13.5. If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision and the validity of the other provisions of the Agreement shall not be affected thereby.
13.6. Nothing in the Agreement shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the parties to the Agreement.
13.7. Nothing in the Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
13.8. If either party fails to exercise a right or remedy that it has or which arises in relation to the Agreement, such failure shall not prevent that party from exercising that right or remedy subsequently in respect of that or any other incident.
13.9. A waiver of any breach or provision of the Agreement shall only be effective if it is made in writing and signed on behalf of the party who is waiving the breach or provision. Any waiver of a breach of any term of the Agreement shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other term of the Agreement.
13.10. It is a condition of the Agreement that neither of the parties shall be bound by, or liable to the other party for, any representation, promise or inducement (other than fraudulent misrepresentations) made by it or by any agent or person on its behalf which is not expressly contained in the Agreement.
13.11. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
13.12. In the Agreement: (i) any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time; (ii) the singular includes the plural and vice versa; (iii) the headings are for ease of reference only and shall not affect the construction or interpretation of the Agreement; and (iv) wherever the words "including", "include", "includes" or "included" are used they shall be deemed to be followed by the words "without limitation" unless the context otherwise requires.
14. Enhanced Contact Data Usage
14.1. In this clause 14, defined terms have the meaning set out below:
14.1.1. "Applicable Data Protection Laws" means the Data Protection Legislation, together with any other applicable data protection or privacy laws or regulations in force from time to time in any jurisdiction relevant to the processing of Contact Data by the Customer, including in any territory in which the Customer operates or in which the Data Subjects whose Personal Data is contained within the Contact Data are located.
14.1.2. "Contact Data" means any organisational, statistical, demographic, structural, post holder or contact information accessed or derived from a database owned or supplied by a third party, or made available via an application programming interface (API) by a third party, to which Stotles provides the Customer access to through the Services.
14.2. Each party will comply with its respective obligations under Applicable Data Protection Laws. This obligation is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
14.3. For the purposes of Applicable Data Protection Laws, the Customer is an independent Data Controller (as defined in the UK GDPR) for the Contact Data it Processes (as defined in the UK GDPR), and is solely responsible for ensuring it Processes the Contact Data in accordance with the Applicable Data Protection Laws, including in providing any Data Subjects (as defined in the UK GDPR) with appropriate privacy information and providing Data Subjects with a clear mechanism to opt-out of receiving marketing. Should this determination change, both parties agree to collaborate in good faith to make any necessary amendments to this Agreement. In the event a Data Subject exercises their rights to request information as to where the Customer obtained their Personal Data, the Customer will be responsible for providing the Data Subject with such information, but may, if the information is not already made available to the Customer within the Services, request that Stotles confirms which third-party company provided the Contact Data.
14.4. The Customer acknowledges and agrees that the Contact Data is sourced from and provided by third-party data providers and is not generated or independently verified by Stotles. Accordingly, Stotles makes no representation or warranty, express or implied, as to the accuracy, completeness, currency or fitness for purpose of the Contact Data, and Stotles shall have no responsibility or liability whatsoever to the Customer or any third party arising out of or in connection with any inaccuracy, incompleteness or error in the Contact Data.
14.5. The Customer acknowledges that the lawfulness of its use of the Contact Data depends on the applicable legal framework in the jurisdiction(s) in which the Customer operates and in which the relevant Data Subjects are located. It is the Customer's sole responsibility to assess, determine and ensure that its use of the Contact Data (including, without limitation, for marketing, outreach or any other purpose) is compliant with all Applicable Data Protection Laws. The Customer shall not rely on Stotles to identify or notify the Customer of any such legal requirements. Without prejudice to the generality of the foregoing, the Customer shall, prior to using the Contact Data, carry out and document its own assessment of the lawful basis for processing under the Applicable Data Protection Laws (including, where relevant, a legitimate interests assessment), and shall be solely responsible for obtaining any consent or providing any notice required under any Applicable Data Protection Laws in connection with its use of the Contact Data.
14.6. The Customer hereby indemnifies, defends, and holds harmless Stotles and its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (i) any breach by the Customer of its obligations under Applicable Data Protection Laws relating to the use of the Contact Data to the extent that such use is the result of the Customer's actions or omissions; or (ii) any third-party claim arising from the Customer's use of the Contact Data in a manner that is not consistent with the terms of this Agreement.
14.7. The Contact Data may only be used for the identification and verification of leads likely to be interested in the Customer's business, it must not be in any way transferred to another organisation or system for the access, use or benefit of any third party. Subject to the Customer having first received a positive engagement from a contact in response to the Customer contacting such contact using the Contact Data, the Customer may upload the Contact Data into its systems of record, which may be hosted by third parties. The Customer must, in respect of any processing of the Contact Data, have established an independent lawful basis for its processing of that Contact Data.
14.8. Use of Contact Data for communication, including research and marketing:
14.8.1. Notwithstanding the Customer's obligations to determine for itself if its intended use of the Contact Data is in compliance with the Applicable Data Protection Laws, including that it has a valid lawful basis for processing, all communications made to Data Subjects and organisations using the Contact Data should be as relevant and targeted as possible and must only be made where the communication is relevant to the position held by the Data Subject and in connection with their influence and responsibilities connected with that position. No communication should be made or sent pertaining to the Data Subject's personal life, personal requirements, finances, preferences or interests. Although Stotles may provide detailed data categorisation, consult on relevance at the time of order, and/or offer further guidance during a license or access period, it is the Customer's responsibility to ensure all communications are relevant to Data Subjects and organisations.
14.8.2. Stotles (and, where required, a data provider) may monitor and log the Customer's use of the Contact Data for the purposes of verifying compliance with this clause 14 and the Applicable Data Protection Laws. When using any means of communication using the Contact Data, the volume and type of communication should be proportionate, reasonable and not excessive. Use of the Contact Data by the Customer may be monitored by Stotles and the third party provider, and Stotles reserves the right to revoke access to, and the license for, Contact Data where it believes the communications conducted by the Customer are excessive, involve undue pressure or in some other way disadvantage the Data Subjects or organisations being contacted, or where a data provider directs Stotles to do so. The Customer shall reasonably cooperate with any audit that a data provider is entitled to conduct in respect of the Customer's use of the Contact Data, to the extent Stotles is required to procure such cooperation under its agreement with that data provider.
14.8.3. If a request is made by a Data Subject or organisation to: (i) update their contact information contained within the Contact Data and/or preferred method of contact; or (ii) opt-out from future marketing communications by the Customer using the Contact Data, this should be respected. Stotles shall maintain a list of contact modification requests made by Data Subjects and organisations concerning their Contact Data ("Updates List"), and a list of Data Subjects or organisations that no longer wish to receive marketing communications from the Customer ("Suppression List"). It is the Customer's responsibility to use the Updates List and Suppression List to update or suppress any future marketing communications without undue delay and at the latest within 30 days of any revisions to the list being provided by Stotles. For the avoidance of doubt, this obligation shall survive termination of these Terms for so long as the Customer continues to use the Contact Data.
14.8.4. All communication or marketing material sent to Data Subjects or organisations using the Contact Data must pertain to the Customer and not any other third party, organisation, or external service without consent from Stotles.