Scope and acceptance
These terms govern agreements between Leadora Limited, trading as BritSurvey UK (the Company), and a client purchasing Services, Data or Leads (the Client). Each future request must be recorded in writing in a Confirmation of Order, sales order or other written acceptance by the Company.
When the Client requests Services, Data or Leads and the Company accepts that request, the Client accepts these terms. They take precedence over terms attached to or referenced in a Client purchase order unless the Company expressly agrees otherwise in writing. Changes are effective only when agreed in writing by authorised representatives of both parties.
The Company will use reasonable care and skill when providing the agreed Services, Data, Leads and related requirements. If a Confirmation of Order expressly conflicts with these terms, the Confirmation of Order takes priority for that order.
Definitions
In these terms and a Confirmation of Order, the following definitions apply unless the context requires otherwise.
- Company: Leadora Limited, trading as BritSurvey UK.
- Client or Buyer: the person, entity or company purchasing Data or Services from the Company.
- Contract or Confirmation of Order: the written document accepted by the Client and Company describing the Services, Data, delivery, criteria, quantity and Fee.
- Survey: consumer polling conducted by or in partnership with the Company, including Core Questions and Product Questions.
- Product Questions: questions relating to the Buyer’s product category, sub-category or question criteria stated in the Confirmation of Order.
- Core Questions: lifestyle or general survey questions developed by the Company and included in the Survey.
- Responses: an individual data record containing answers and the permitted name, postal address, telephone number or other information stated in the Confirmation of Order.
- Services, Data or Leads: survey-derived or database-sourced output described in the Confirmation of Order, including agreed Responses and answers in paper or digital form.
- Data Type: First Usage, meaning Responses not previously sold by the Company; Second Usage, meaning qualifying Data not sold by the Company more than once; or List Rental, meaning qualifying Data that may have been supplied multiple times.
- Delivery Date: the date on which all or part of the Data is delivered to the Buyer.
- Order Quantity: the Company’s estimate of the number of qualifying Responses forming the Data.
- Rights: copyright, database rights, trade marks, patents and other intellectual-property rights in the Services, Data or lead-generation output.
- Output: the Services, Data or Leads to be delivered under the Confirmation of Order.
- End User: the approved organisation using the Data for the permitted sales or marketing purpose.
- Reseller: a Buyer expressly authorised to license the Data to one approved End User.
- Fee: the amount payable for the Services or Data under the Contract.
1. Agreement
The Contract contains the entire agreement between the parties about its subject matter and replaces previous communications, representations and agreements on that subject.
Each party acknowledges that it relies only on the representations, warranties, promises and terms expressly included in the Contract. Nothing in this clause limits liability for fraud or fraudulent misrepresentation, or another liability that cannot lawfully be limited.
2. Company’s role and confidentiality
The Company acts as principal and not as the Client’s agent unless the Confirmation of Order expressly states otherwise. A signed or otherwise accepted Confirmation of Order binds the Client whether or not the Client ultimately uses the Output.
Each party must keep confidential all non-public commercial, technical, operational and contractual information received during negotiations or performance. This obligation does not cover information already lawfully in the public domain, received lawfully without restriction, independently developed, or required to be disclosed by law or a competent authority.
3. Proprietary and intellectual-property rights
Ownership, copyright, database rights and other intellectual-property rights in the Data, Survey, Core Questions, Product Questions and methodology remain with the Company or its licensors. The Company may license non-exclusive Data to other parties unless the Confirmation of Order grants exclusivity.
The Buyer must notify the Company promptly in writing if it becomes aware of unauthorised copying, disclosure, resale or other misuse of the Data.
4. Licence
The licence begins on the effective date stated in the Confirmation of Order. Subject to the Contract, either party may give at least two days’ written notice to end an ongoing licence arrangement. A licence also ends when the contracted use is complete, no later than one year after the agreement unless the order states otherwise, or upon an applicable insolvency or termination event.
Unless the Confirmation of Order expressly grants a different use, telephone or email Data is licensed for one contact attempt and as a rental for a maximum of 30 days. Where the order expressly permits one direct-marketing campaign, the permitted campaign period must not exceed 20 weeks. The End User licence ends immediately once the licensed use has been completed.
The licence is limited, non-exclusive and non-transferable. An End User may use, but must not copy, alter, manipulate, adapt, disclose, sublicense or allow another person to use the Data except as expressly permitted. An authorised Reseller may supply the Data to one approved End User only, on restrictions no less protective than these terms.
The Company may analyse Product Question responses, draw conclusions and use aggregated or otherwise lawfully reusable information. It must not disclose responses exclusively related to the Buyer’s business contrary to the Contract.
The Buyer accepts that Data may contain reasonable inaccuracies, including changed details, deceased records, invalid telephone numbers or bounced email or SMS addresses. Every use must comply with the UK GDPR, Data Protection Act 2018, PECR, TPS and CTPS requirements, advertising rules, sector regulation and the lawful basis documented for the campaign. Direct marketing does not automatically qualify for legitimate interests; consent must be used whenever PECR or another rule requires it.
5. Responsibilities of the Company
The Company will deliver Data to the destination specified in the Confirmation of Order and may deliver in instalments on different Delivery Dates.
Unless the Confirmation of Order states otherwise, the Company’s obligation to provide replacement Data arises only where verified invalid records equal or exceed 10% of the supplied volume. For First Usage telephone-survey Data, the Buyer must return disputed records for investigation within 14 days of delivery. The Company may validate the dispute under its documented internal and compliance procedures before issuing replacement Data.
If a validated First Usage dispute concerns survey conduct or content and the Buyer asks for available call recordings, the Buyer must pay £5 plus VAT per recording in advance. A recording will be limited to information relevant to the Buyer’s Product Questions and is normally available only for six months after delivery, subject to data-protection law and technical availability.
The Company will take reasonable steps to preserve the confidentiality of Product Question Data. It is not responsible for non-delivery caused by the Client’s email provider, mail server, systems or incorrect delivery instructions. A claim for non-delivery must be made in writing to the billing contact within seven days of the order date or the period specified in the Confirmation of Order.
6. Obligations of the Buyer
The Buyer must use Data only for the approved End User’s internal business purpose and only through the contact channels, campaign and period stated in the Confirmation of Order. It must apply suitable security, access, retention and deletion controls and ensure its employees, agents, suppliers, Resellers and End Users comply with the Contract.
All marketing and promotional material must comply with applicable law, the current UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code), relevant Ofcom requirements where applicable, intellectual-property rights and sector rules. Material must not be defamatory, obscene, misleading or otherwise unlawful. The Buyer must provide copies to the Company on reasonable request.
The Buyer must promptly honour objections, opt-outs, suppression requests and requests to stop marketing, update its own suppression lists and notify the Company where the issue concerns supplied Data. It must forward relevant regulatory notices concerning the Data and cooperate with lawful investigations.
The Buyer warrants that its Question Criteria are accurate and complete and must provide them at least seven days before the proposed Delivery Date. The Company may recover reasonable additional costs caused by late or inaccurate criteria.
The Buyer permits the inclusion of a small number of seed or dummy records for compliance and misuse detection. It must keep the Company’s non-public information confidential and follow the complaints process in clause 5.
A Buyer operating in a regulated or licensed sector warrants that it holds all necessary authorisations and accepts responsibility for its regulated activities. It must not sell or disclose Data to another party without written permission. Proven unauthorised resale may result in a contractual claim of up to £15,000 where proportionate and enforceable, without limiting other remedies or regulatory reporting.
The Company may map survey age bands to the Buyer’s specified age groups where necessary, provided that the mapping remains accurate, transparent and consistent with the agreed criteria.
- Use only the documented lawful basis and permitted contact channel.
- Screen telephone campaigns against TPS, CTPS and agreed suppression lists where required.
- Do not assume that legitimate interests authorises every email, SMS or telephone campaign.
- Maintain appropriate records of source, consent or lawful-basis assessment and campaign use.
- Delete or return Data when the licence or retention period ends.
7. Delivery, inspection and complaints
The Client must inspect Data or Leads promptly after delivery. An alleged defect must be reported in writing or by email within two working days of the relevant Delivery Date, with the disputed records and enough detail for the Company to investigate.
If the Client does not notify the Company within that period, the delivery may be treated as accepted and compliant with the Confirmation of Order, subject to any right that cannot lawfully be excluded. Returns and replacement arrangements for weekly batches remain subject to the written campaign terms.
8. Fees, VAT and payment
The Client must pay the Fee stated in the Confirmation of Order. VAT is added at the prevailing rate where applicable. Charges may be calculated by the quantity supplied or as an agreed fixed fee.
For a fixed-fee order, payment is requested against the agreed delivered quantity. The Company may offer additional Data at a proportionate rate. The Buyer is not required to accept additional Data unless the Contract provides otherwise, and declined Data may be offered elsewhere.
Where a written Net Names Agreement permits duplication against the Buyer’s existing database, a credit claim for unused names must be made within 14 days of delivery and supported by a duplication report or certificate from an independent data-processing bureau approved by the Company.
Overdue sums may carry contractual interest at 5% per month above the applicable bank base rate, accruing daily and compounded annually, to the extent that this rate is expressly incorporated and enforceable. The Company may instead claim statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 where applicable. With appropriate notice, the Company may suspend future delivery and pursue amounts due under the Contract.
9. Rejection or cancellation
Once a Confirmation of Order is approved and Data has been supplied, cancellation does not remove the Client’s obligation to pay the full contracted cost for supplied Data and committed work.
Data or Leads accepted for return must be returned or securely deleted within the agreed period. The Client must confirm that the Data has not been used, copied, retained or supplied to an End User except as permitted in the written return agreement.
10. Warranty, returns and limitation of liability
Except for obligations expressly stated in the Contract, the Company gives no guarantee that Data will produce sales, payments, revenue, conversion or another commercial result. First, Second or later Usage describes the number of supplies by the Company and does not guarantee that an individual has not provided similar information elsewhere.
The Company does not guarantee that Data will be entirely accurate or complete. The Buyer’s remedies for validated defects are the replacement or credit remedies expressly provided by the Contract. Subject to liabilities that cannot lawfully be excluded, the Company is not liable for indirect or consequential loss, loss of profit, business, contracts, revenue, goodwill, reputation or anticipated savings.
Employees and agents cannot vary a Data Sales Order or make binding promises unless authorised in writing. The Company is not responsible for delay or failure caused by events outside its reasonable control, unsuitable Client material or instructions, third-party duplication, or the Client’s systems or use of the Output.
Nothing in these terms excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of statutory rights that cannot be excluded, or another liability that the law does not permit the parties to exclude. Subject to those exceptions, any aggregate liability cap stated in the Confirmation of Order applies; if none is stated, independent legal advice should be taken before relying on a cap.
11. Termination and events outside control
The Company may terminate the Contract and licence by written notice if the Buyer commits a material breach and does not remedy it within 14 days of a written request, or fails to pay an amount due within 14 days after the due date. The Company may terminate before supply or survey execution where the Confirmation of Order permits it, without liability beyond obligations already accrued.
Neither party is liable for failure caused by events beyond reasonable control, including fire, explosion, war, flood, industrial disputes, unavoidable system failure or acts of government or other authorities. The affected party must take reasonable steps to reduce the impact and resume performance.
Termination does not affect accrued rights or liabilities. Payment, confidentiality, intellectual-property, data-protection, licence restrictions, return or deletion duties and clauses intended to survive continue after termination.
12. Severance
If any provision is invalid or unenforceable in whole or in part, it will be modified to the minimum extent necessary or severed. The remaining provisions, and the unaffected part of the relevant provision, continue in force.
13. Waiver
A delay, leniency or forbearance by the Company does not waive its rights. A waiver of one breach is not a waiver of a later breach and is effective only when given in writing.
14. Governing law and jurisdiction
The Contract and any non-contractual dispute arising from it are governed by English law. Each party submits to the non-exclusive jurisdiction of the courts of England and Wales.
Company contact details
Leadora Limited, trading as BritSurvey UK · Company number 12598865 · 27 Old Gloucester Street, London, WC1N 3AX · contact@britsurvey.co.uk · +44 0121 751 2027.