Bilendi Limited

Unit 2, Union Court Lofts, 20-22

Union Rd, London, SW4 6JP
Tel: +44 (0) 20 7819 2820
Fax: +44 (0) 207 819 2899

Purchase Order
Client Details
Company Name
Company Address

Bright Bingo + Bingocams + March

15
Suite 6,
43 Bedford St,
London
WC2E 9HA

Company Number
Company Contact
Sales Order Number
Partnership Details
Type CPA
Commencement Dates
Initial Term

Alessandra Imbimbo

20 for 5 dep and play

March 15
No cap

Email Marketing to Maximiles Members

Points
1500 for 5 dep and play
Criteria
Uk

Other Costs
Set-up fees
Management fees

Totals
Total order value

N/A
N/A

+ VAT

Less agency commission

Net order value
Payment terms

Implementation Details
Maximiles to be issued at the
following rate:
Reporting frequency
Reporting due date
Report Format
Report Fields
Special Instructions

+ VAT
45 days

N/A
N/A
N/A
N/A
N/A

Signed for and on behalf of

Partner
.................................................
..........
Print
name: .......................................
.....................
Company:
.

Signed for and on behalf of Bilendi

Limited
......................................................
.....
Print name: Sholah Bastani
Company: Bilendi Limited

Date..........................................
...................

Date: March 15

Please return signed Purchase Order to fax: +44 (0) 207 819 2899
Bilendi Limited, Unit 2, Union Court Lofts, 20-22 Union Rd, London, SW4 6JP
This Purchase Order is subject to the attached terms and conditions together forming the
Agreement with Bilendi Limited

Bilendi Limited TERMS and CONDITIONS

1. INTERPRETATION.
out below:
a)
b)
c)

d)
e)
f)

The following terms shall have the definitions set

Conditions means these Bilendi terms and conditions.

Bilendi means Bilendi Limited or Maximiles UK Ltd or
Maximiles.co.uk or Maximiles.com.
the Materials means any lists of email or postal addresses and
any other information or data or compilations of data supplied
by Bilendi and includes any email or postal lists, documents,
labels, computer discs, tapes, print-outs or other items on
which such information is set out or in the form in which it is
stored, displayed, contained or compiled.
the Buyer means the party to whom the Materials are
supplied by Bilendi.
Supplied, means being made available as the email address to
which the buyers email will be broadcast by or on behalf of
Bilendi.
Purchase Order means the document signed by both Bilendi
and the buyer detailing the description, size and price of the
mail service to be provided Bilendi

2. APPLICATION OF THESE CONDITIONS

a)

b)

c)
d)

Any Agreement for the supply or use of the Materials shall (i)
consist of these Conditions and a Purchase Order; (ii) be
subject to these Conditions;
and (iii) unless otherwise
expressly agreed in writing by Bilendi these Conditions override
any terms or conditions stipulated incorporated or referred to
by the Buyer in his or its order or negotiations.
These Conditions and the Purchase Order embody the entire
agreement of Bilendi and the Buyer and accordingly any
promises, representations warranties or understandings not
expressed herein are not relied on and shall be of no effect.
Each party acknowledges that it has not been induced to enter
into this Agreement by any representation or warranty other
than those contained in this Agreement and, having negotiated
and freely entered into this Agreement, agrees that it shall have
no remedy in respect of any other such representation or
warranty except in the case of fraud
No variation of the Agreement shall be effective against Bilendi
unless expressly agreed in writing and signed by a duly
authorised employee of Bilendi on its behalf.
Without prejudice to the aforesaid by signing the attached
Purchase Order the Buyer is deemed to acknowledge and
accept their application to his or its agreement with Bilendi and
to have assented to these Conditions as the terms on which the
Materials are supplied.

5. CANCELLATION AND REPOSSESSION OF THE MATERIALS

Bilendi shall be entitled (without prejudice to such other rights as it
may have) to rescind this and any other contract with the Buyer in
any of the following events:
i)
the Buyer failing to make payment in full or when due in
accordance with Clause 3 hereof: or
ii) any Breach by the Buyer of his or its obligations under Clause
8 or any other Clause hereof: or
iii)a receiver being appointed over the whole or any part of the
assets or the undertaking of the Buyer or in the event that
a winding-up or administration order is made against the
Buyer or the Buyer goes into liquidation or causes a
meeting of or makes any arrangement with his or its
creditors or commits any act of bankruptcy.
6. COPYRIGHT AND TITLE
Copyright and all other intellectual property rights in the Materials,
including any right to prevent extraction and/or re-utilization, shall
at all times remain with Bilendi, and nothing in these Conditions
shall constitute a transfer, assignment or license of any copyright or
other intellectual property right of Bilendi. Save as aforesaid and
without prejudice to Bilendi retention of copyright and other rights,
neither legal nor beneficial title to or property in the Materials shall,
notwithstanding delivery, pass to the Buyer.
7. THE BUYERS DATA
The Buyer may supply data to Bilendi for the purpose of deduplication against the Materials in which event: i)
the data must be supplied in the approved format as
specified by Bilendi
ii)
the data must be supplied and warranted by the Buyer as
Virus Free
iii) whilst Bilendi will take every reasonable precaution to
protect the data no responsibility is accepted or its loss or
damage.
8. THE BUYERS OBLIGATIONS
a)

b)

3. PAYMENT
a)
b)

c)

VAT will be payable upon the price of the Materials whether or

not mentioned. Unless the Buyer is based outside the UK,
where VAT is not charged.
100% of the price along with the VAT on such will be paid by
the Buyer upon the placing of the Purchase Order unless the
Buyer has an approved account facility with Bilendi in which
event invoices for the Materials shall be paid within 7 days of
the invoice date.
If payment of the price in full as per the Purchase Order is not
made to Bilendi at the time stipulated above, interest on the
balance outstanding will accrue at a rate calculated as 5 above
the base lending rate of National Westminster bank as at the
date of invoice until such payment is received by Bilendi.

c)

4. BROADCAST
Bilendi will broadcast the email as soon as possible following the
acceptance of the Purchase Order from the Buyer. In the event
that a date of broadcast is agreed between Bilendi and the
Buyer Bilendi shall use its reasonable endeavours to ensure that
the broadcast occurs on the agreed date. However, Bilendi
accepts no responsibility for loss or damage which may result
from its failure to broadcast the email on the agreed date.
Bilendi provides no guarantees regarding open or click-through
rates of any broadcast.

d)

e)

The Buyer agrees and warrants that the Materials are

purchased for his or its sole use and for the purposes only of
use as a source of reference for the circulation by email of some
or all of the names listed in the Materials.
The Materials may contain dummy addresses for control
purposes. These addresses will be unknown to the Buyer. A
breach of this Agreement is conclusively proven and damages
named hereinafter shall be deemed owed when Bilendi
establishes the following:
i) That Bilendi placed dummy addresses in the Materials; and
ii)That the dummy addresses received any mailings sent or
generated by the Buyer or with the Buyers consent or
knowledge outside the scope of this Agreement between the
Buyer and Bilendi.
Because the Materials provided by Bilendi to the Buyer are
extremely valuable and completely proprietary, and because the
nature of this asset makes an evaluation of any damage after a
breach of this Agreement impossible, then in the event the
Materials are used or otherwise handled in such a way that
constitutes a breach of this Agreement by the Buyer, its agents,
or subcontractors, Bilendi will be entitled to liquidated damages
of five pounds (5.00) for each name or address supplied
irrespective of whether such name and address was used in
breach of this Agreement, with the amount of damages not to
exceed one million pounds (1,000,000).
The parties agree that liquidated damages provided for by
Clause 8d) are a genuine pre-estimate of the minimum damage
which Bilendi would suffer by reason of the Buyers failure to
comply with its obligations under the Agreement. The parties
agree that the purpose of the liquidated damages is to
incentivise the Buyer and that they are not intended as a
penalty for non-performance or to quantify the full extent of
Bilendi losses in relation to any failure to comply
The Buyer agrees and warrants that any documents or other

Bilendi Limited TERMS and CONDITIONS

f)

items emailed by or on behalf of the Buyer as a result of or

following his or its purchase of the Materials will contain nothing
which infringes copyright or any other right, or will be
defamatory, obscene, indecent or otherwise illegal or unlawful
and undertakes to indemnify and hold harmless Bilendi against
all damages, losses, costs, charges and expenses of whatever
nature arising out of or in connection with any claim that such
documents or other items infringe copyright or are defamatory,
obscene, indecent or otherwise illegal or unlawful whether or
not such claim is justified or upheld. The Buyer in addition
undertakes to work within the normally accepted codes of
conduct for the advertising industry, including in particular the
British Code of Advertising Practice, The British Code of Sales
Promotion Practice and the ICSTIS code.
In the event that any recipient of any documents or other items
emailed by the Buyer objects to such emailing or requests that
it cease or asks for his or its name be to removed from any list,
the Buyer shall forthwith inform Bilendi and provide Bilendi with
particulars of any documents and other items emailed to that
Recipient and of the email address to which they were sent.

e)

11. GENERAL
a)

9. EMAILING PIECES
a)

b)

The Buyer will ensure that any use to which the Materials are
put complies with the current Codes of Practice of the
appropriate supervisory bodies whose current codes are as
follows:
i) The British Code of Advertising Practice (BCAP)
ii) The British Code of Sales Promotion Practice (BCSPP)
iii)The Code of Practice of the Independent Committee for
Standards of Telephone Information Services (ICSTIS).
The Buyer will submit to Bilendi the proposed email
communication at least 3 (three) working days before the day
on which the broadcast is required. Bilendi will, where
necessary, submit the mail pieces or other items to the bodies
responsible for administering the Codes of Practice for their
advice and or guidance as to compliance with the Codes. The
decision of those bodies shall be accepted by Bilendi and the
Buyer and no claim shall be made for damage or consequential
loss as a result of their decision.

10. LIMITATION OF BILENDI LIABILITY

a)

Bilendi neither warrants nor undertakes nor represents nor is it

a term or condition of any sale or agreement for any supply of
the Materials that the Materials are accurate or complete or that
any information contained therein is accurate or complete and
(except for any liability for (i) death or personal injury resulting
from the negligence of Bilendi or that of its servants or agents;
(ii) the tort of deceit or fraud; or (iii) in relation to any other
liability which may not by applicable law be excluded or limited)
Bilendi shall not be liable for any damages, losses, costs,
charges or expenses of whatever nature (even if Bilendi has
been advised of the possibility of such damages), including: (A)
any indirect or consequential loss or damage howsoever
arising; and (B)
any loss of profits, loss of sales, loss of
turnover, loss of bargain, loss of opportunity or damage or
corruption to or loss of use of computer equipment, software or
data or loss of time on the part of management or other staff,

a.
b.
c.

whether direct or indirect and/or whether caused by, arising out

of or in any way connected with any such inaccuracy or
omission.
Without prejudice to the Clause 10a) any liability of Bilendi in
respect of any claims of whatever nature arising out of or in any
way connected with the Materials or their sale, supply or use or
in respect of any breach by Bilendi of any obligation or duty
pertaining to the Materials or to their supply or use (including
any other liability of Bilendi for negligence or breach of
copyright) shall not in any circumstances whatsoever exceed in
total the price of the Materials under the Agreement or
250,000, whichever is the greater, unless separately agreed in
writing by the Buyer and Bilendi, following prior written notice
by the Buyer to Bilendi of a request for increased liability and
on terms to be agreed.

b)
c)

These conditions and any questions, disputes or other matters

relating to them or any contract made subject to them shall be
governed by and determined in accordance with the laws of
England and the parties accept the exclusive jurisdiction of the
English courts.
Nothing in this Agreement shall constitute, or be deemed to
constitute, a partnership between the parties or any party the
agent of the other party for any purpose.
Each party warrants to the other that it will fully comply at all
times with the provisions of the Data Protection Act 1998 and
that it will not transfer any data subject to the provisions of the
Act outside the European Union

12. CANCELLATIONS
a)

b)

No cancellations will be accepted after instructions to commence

output have been issued by Bilendi. In the event that Bilendi
accepts cancellation of a Purchase Order the Buyer acknowledges
and agrees that 1,000 or a third of the total Purchase Order
value (whichever is greater) will be payable by the Buyer.
In the event that the Buyer chooses to end a live campaign
prematurely, for the reasons of pausing, holding or cancelling, the
Buyer must notify Bilendi by email. The Buyer accepts that all
leads delivered within the 48 hour period following notice being
given will be accepted and paid for by the Buyer, subject to clause
13.a.

13. OTHER
a)
It remains the Buyers responsibility to report monthly leads,
clicks, actions or any other performance related indicators to
Bilendi within 3 working days from the end of any particular
month. Beyond this date, Bilendi will not scrub any leads already
listed in the Bilendi reporting.
b)
Any leads identified as invalid by the Buyer must be submitted
with a unique identifier and substantiated reasons for these being
identified as such. Leads are deemed invalid if duplicates are
identified or if email addresses are found to be fraudulent.
c) Bilendi retains the right to appoint any company within its trusted
network of publishers to assist in the fulfilment of any campaign,
without obtaining further approval from the Buyer, unless
specifically requested to do so by the Buyer.