These Terms & Conditions (“Agreement”) govern the purchase, delivery, and use of business-to-business (B2B) data (the “Data”) and related services (collectively, the “Services”) provided by Info Axle (“we,” “us,” or “our”) to the entity that accepts these Terms (“Client,” “you,” or “your”). By submitting an order, approving targeting criteria, remitting payment, or otherwise using the Services, Client agrees to be bound by this Agreement.
Effective Date: 21/05/2025
1. Definitions
| Term | Meaning |
|---|---|
| Data | Any contact records, firmographic, technographic, intent, or other information supplied to Client under this Agreement. |
| Order | A written or electronic request describing the Data set, quantity, filters, format, and delivery timeline approved by Client. |
| Deliverables | The Data and any associated files, reports, or documentation provided to Client. |
| Confidential Information | All non-public information disclosed by either party that is marked or reasonably understood to be confidential. |
2. Scope of Services
We will compile, process, and deliver Data that aligns with the filters and quantity outlined in the approved Order. Services may include custom builds, enrichment, hygiene, or licensing of existing databases.
3. License & Permitted Use
- Upon full payment, we grant Client a non-exclusive, non-transferable license to use the Deliverables for Client’s internal B2B sales, marketing, recruitment, or analytical purposes only.
- Resale, sublicensing, public posting, or sharing of the Deliverables outside Client’s organization is prohibited unless expressly authorized in writing.
4. Data Accuracy & Quality Assurance
- We source Data from reputable public and proprietary resources and apply validation processes to maximize accuracy.
- Before delivery, all lists undergo a thorough quality check to ensure relevance and accuracy, including cross-verification using automated verification tools and professional platforms such as LinkedIn.
- We provide Data with a 95% accuracy guarantee based on deliverability at the time of transmission.
- If error rates exceed this threshold, we will promptly replace the affected portion of records with new, unique records of equivalent value within 24 hours of receiving written notification and sufficient evidence.
5. Ordering Process & Client Obligations
- Client must supply clear targeting criteria (e.g., industry, geography, job titles) and review any sample files or counts provided.
- Written or electronic approval of the criteria constitutes final authorization to commence processing.
6. Fees, Invoicing & Payment
- Pricing is stated in the Order and is based on the volume and type of Data requested.
- Full payment is due upon invoice receipt unless other terms are agreed in writing. Work will not begin until payment confirmation.
- Due to the customized nature of the services, once payment has been received and data compilation has commenced, the transaction is considered complete and cannot be reversed or disputed.
- If any concerns arise, we are committed to resolving them through prompt data replacement as per our Accuracy Guarantee.
- We may offer credit contacts for future purchases if needed, as a gesture of goodwill.
- Invoices may be paid via wire transfer, credit card, ACH, or other accepted methods communicated at the time of billing.
7. Approval, Commencement & Finality of Service
- Because each Data set is tailored to Client’s specifications, once processing begins or Deliverables are transmitted, the transaction is deemed complete and the associated fees non-cancellable.
- Changes requested after commencement will be treated as a new Order and may require additional fees and timeline adjustments.
8. Delivery & Acceptance
- Unless otherwise stated, Deliverables are supplied in CSV or XLSX format via secure download link or encrypted email within the timeline noted in the Order.
- Once the project is delivered, Client will have 45 days to verify the list and notify us if any error rates are encountered—which we anticipate will be rare due to our rigorous quality control.
- If any error rates exceed our guaranteed accuracy threshold, we will replace the affected records with updated and unique records within 24 hours of receiving sufficient evidence and written notice.
- Client will review Deliverables promptly and notify us in writing of any material issues. Absent such notice within the verification period, the Deliverables will be deemed accepted.
9. Confidentiality
Each party will protect the other’s Confidential Information with the same degree of care it uses to protect its own, and at least reasonable care, and will use such information solely to fulfill this Agreement.
10. Intellectual Property
All right, title, and interest in the methodologies, compilation techniques, and proprietary sources used to create the Data remain solely with Info Axle. Client obtains only the limited license expressly granted herein.
11. Modifications & Cancellations
- Prior to approval, Client may adjust criteria subject to feasibility and possible pricing changes.
- After approval, orders may not be cancelled because resources and third-party costs are committed immediately to fulfill the request.
- While cancellations post-approval are not typically possible, we will assess exceptional requests on a case-by-case basis to support reasonable client concerns.
12. Limitation of Liability
- To the fullest extent permitted by law, our total cumulative liability arising out of or related to this Agreement will not exceed the amount paid by Client under the applicable Order.
- We will not be liable for indirect, incidental, special, punitive, or consequential damages (including lost profits, revenue, or data) even if advised of the possibility.
- Nothing in this Agreement shall limit liability for gross negligence, fraud, or willful misconduct.
13. Indemnification
Client agrees to indemnify and hold us harmless from claims arising out of Client’s misuse of the Data.
14. Compliance with Laws
Both parties agree to comply with applicable privacy, data protection, and marketing laws. Each party is responsible for ensuring lawful use of data under their control.
15. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the State of [Delaware], without regard to conflicts principles. Any dispute will be resolved exclusively in the state or federal courts located in [New Castle County], and the parties submit to that jurisdiction.
16. Force Majeure
Neither party is liable for failure to perform due to causes beyond reasonable control, including acts of God, war, labor disputes, or Internet outages.
17. Assignment
Client may not assign or transfer its rights or obligations without our prior written consent. We may assign this Agreement as part of a corporate reorganization or sale of assets.
18. Severability
If any provision is held invalid, the remaining sections remain in full force and effect.
19. Entire Agreement
This Agreement, together with any Order, constitutes the entire understanding between the parties and supersedes all prior proposals and communications.
20. Notices & Contact
All notices under this Agreement must be in writing and sent to the contacts set forth in the Order or to info@infoaxle.com.
Last updated: 21/05/2025