LEADIRO (BUSINESS TO BUSINESS) ONLINE TERMS AND CONDITIONS
Please read the following important terms and conditions before You sign up for a Subscription Package and enter into a Contract to licence Digital Content from Us.
In this Contract:
‘We’ ‘Us’ or ‘Our’ means Leadiro UK Limited; and
‘You’ or ‘Your’ means the business licencing Digital Content from Us.
Each a “Party” and together the “Parties.”
“Account” means an online account which is formed when You register with Us, when You have signed up to a Subscription Package and have registered either one or more Users (dependent on Your Subscription Package);
“Add Ons” means any additional Digital Content requested by You and supplied by Us, which exceeds the Quota of Your chosen Subscription Package;
“Applicable Law” means:(a)any law, statute, regulation, bye law or subordinate legislation in force from time to time to which a Party is subject and/or in any jurisdiction that the services are provided to or in respect of;(b)the common law and laws of equity as applicable to the Parties from time to time;(c)any binding court order, judgment or decree;(d)any applicable industry code, policy or standard; or any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any regulatory body having jurisdiction over a Party or any of that Party’s assets, resources or business;
“Appropriate Safeguards” means such legally enforceable mechanism(s) for transfers of the Shared Personal Data as may be permitted under Data Protection Laws from time to time;
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Calendar Month” means a month of the year: January, February, March, April, May, June, July,August, September, October, November and December;
“Communication” means a complaint, notice, request, enquiry or other communication (other than a Data Subject Request) relating to either Party’s obligations under Data Protection Laws relevant to this Contract and/or the Processing of any of the Shared Personal Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a Data Protection Supervisory Authority relating to any of the foregoing;
“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a Party to the other Party, concerning all information that would be regarded as confidential by a reasonable business person relating to the business,finances, transactions, trade secrets, customers, suppliers, intentions,processes, know-how, databases and software of the disclosing Party including any information or analysis derived from the Confidential Information but shall exclude, information: (a)generally available to the public (other than as a result of breach of confidentiality obligations); (b)available or which comes available to the receiving Party on anon-confidential basis before disclosure by the disclosing Party to the receiving Party; or (c)independently developed without access to such Confidential Information;
“Contract” means this agreement, comprised of these standard terms and conditions (including the Schedules) and any other documents referred to herein;
“Controller” has the meaning given to that term in Data Protection Laws;
“Data Protection Laws” means,as applicable to either Party and/or to the use of Personal Data for marketing purposes:(a)the GDPR;(b)the Data Protection Act2018;(c)the Directive 2002/58/EC (ePrivacy Directive) and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003;(d)any other Applicable Law relating to the Processing, privacy and/or use of Personal Data, as applicable to either Party and/or to the use of Personal Data for marketing purposes;(e)any laws which implement any such laws; and(f)any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
“Data Protection Supervisory Authority” means any local, national or multinational agency, department, official,parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws;
“Data Subject” has the meaning given to that term in Data Protection Laws;
“Data Subject Request” means a request made by a Data Subject to exercise any right(s) of Data Subjects under Chapter III of the GDPR or under any similar Data Protection Laws in relation to any of the Shared Personal Data or concerning the Processing of such data;
“Digital Content” means the content provided by Us to You in digital format of Our database or Records (collected from Publicly Available sources);
“Downtime” means a period during Service Hours during which there is total loss of access to the Digital Content and/or Records;
“Effective Date” means the first date on which You pay for a Subscription Package;
“Force Majeure Event” means an event or sequence of events beyond a Party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under this Contract including an act of God, fire, flood,lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action except strikes or other industrial disputes involving Our workforce or Our suppliers’ workforce;
“GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679;
“Insolvency Event” Means any one or more of the following: (a)Our or Your business is insolvent or unable to pay its debts (as defined in sections 123(1)(e) and 123(2) of the Insolvency Act 1986);(b)an order is made or an effective resolution is passed for the winding-up or dissolution of Our or Your business, (other than for the purposes of a bona fide, solvent scheme of reconstruction or amalgamation where under a successor company undertakes the obligations of the relevant company) or an administrative or other receiver, administrator, liquidator,provisional liquidator, trustee or similar officer is appointed over all or any material part of its assets; and/or(c)anything analogous to or having a substantially similar effect to any of the events specified in the previous paragraphs inclusive shall occur under the laws of any applicable jurisdiction;
“Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: a)whether registered or not; b)including any applications to protector register such rights; c)including all renewals and extensions of such rights or applications; d)whether vested, contingent or future; e)to which the relevant Party is or maybe entitled; and f)in whichever part of the world existing;
“Interest” means interest at the rate of 8% above the base lending rate of HSBC from time to time;
“Monthly Fee” means the fee payable each month by You to Us for the provision of the Digital Content;
“Payment” means any payment made by You to Us (including the Monthly Fee) for services provided by Us in conjunction with Your Subscription Package in accordance with these terms and conditions;
“Payment Date” means(in respect of any Payment amount) the day which is 30 days from date of the invoice
“Permitted Lawful Basis” processing is necessary for the purpose of the legitimate interests pursued by each Party in accordance with Article 6(1)(f) of the GDPR;
“Permitted Purpose” Means the sending of business to business direct marketing communications to the Data Subjects identified in the Shared Personal Data and to conduct market research;
“Personal Data” has the meaning given to that term in Data Protection Laws;
“Personal Data Breach” means any breach of security leading to the accidental or unlawful destruction,loss, alteration, unauthorised disclosure of, or access to, any Shared Personal Data;
“Personnel” means,in respect of a Party, all employees, officers, other workers, agents and consultants of that Party or of any of its subcontractors engaged in the performance of that Party’s obligations under this Contract or in the Processing of the Shared Personal Data from time to time;
“Processing” means,in respect of any information or data, any operation or set of operations which is performed on such information or data or on sets of such information or data, whether or not by automated means, including collection, recording,organisation, structuring, storage, adaptation or alteration, retrieval,consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction (and related terms such as Process,Processes and Processed have corresponding meanings);
“Processor” has the meaning given to that term in Data Protection Laws;
“Publicly Available Sources” means sources that are available to the general public and shall not include password or access restricted sources;
“Quota” means the total number of Records that You are permitted access to in accordance with Your Subscription Package;
“Records” means any business data provided to You as part of the Subscription Package which dependent on Your Subscription Package chosen may include: details of Employees;Industry; Company;Job Title; Job Function; Contact; FirstName; Last Name; Address1; Address2;Address3; City; County/State; Country; Postal Code/Zip Code; Switchboard;E-mail; Social Link (e.g. public LinkedIn Profile Link), an individual’s location (which may include work or residency location as determined by the individual) and DirectLine;
“Service Hours” means Monday – Saturday: 8.00 – 24.00; Sunday: 11.00 – 22.00. Unless stipulated otherwise, all times shall relate to the time zone in the United Kingdom;
“Services” means the provision of Digital Content and Records by Us to You in accordance with the terms of this Contract;
“Shared Personal Data” means Personal Data received from or on behalf of Us in the Digital Content, or otherwise made available to You for the Permitted Purpose in connection with this Contract, including the Shared Personal Data described in Schedule 1;
“Subscription Package” means the package selected online by You which determines the volume of Digital Content (which is licenced by Us, to You) the countries You have access to Digital Content in and the Monthly Fee payable by You;
“Subscription Period” means a single calendar month calculated from the first (1st) of the month to the last day of that Calendar Month;
“Term” has the meaning given to it in clause 15.1;
“User” means an individual login to Our system that is able to search and download contacts;
“VAT” means Value Added Tax payable by virtue of the Value Added Tax Act1994 or any similar tax levied in addition to or by way of replacement for VAT; and
“Website” means Our website at https://www.leadiro.com/
1.1.In this Contract except where the context otherwise requires:
1.1.1.the masculine includes the feminine and vice versa;
1.1.2.the singular includes the plural and vice versa;
1.1.3.a reference to any clause, sub-clause, paragraph, schedule, recital or annex is, except where expressly stated to the contrary, a reference to such clause, sub-clause, paragraph, schedule, recital or annex of and to this Contract;
1.1.4.any reference to any legislation, enactment, order, regulation or other similar instrument shall be construed as a reference to that legislation, enactment, order, regulation or instrument as may be amended, replaced, consolidated or re-enacted;
1.1.5.a reference to a person includes firms, partnerships and corporations and their successors and permitted assignees or transferees;
1.1.6.headings are for convenience of reference only;
1.1.7.words preceding “include”, “includes”, “including” and “included” shall be construed without limitation by the words which follow those words; and
1.1.8.unless expressly stated to the contrary, each obligation of a Party shall be undertaken at its own cost and expense.
2.1.If You licence Digital Content from Us, You agree to be legally bound by this Contract.
2.2.This Contract is only available in English. No other languages will apply to this Contract.
2.3.When licencing any Digital Content from Us, You also agree to be legally bound by:
2.3.1.Our Website Use terms which can be viewed here (and any documents referred to in them); and
2.3.2.extra terms which may add to, or replace some of, this Contract. This may happen for security, legal or regulatory reasons. We will contact You to let You know if We intend to do this by giving You one month’s written notice (which may be by e mail to email@example.com or in writing at our registered address). You can end this Contract at any time before Your next Payment Date if We tell You extra terms apply.
All of the above documents form part of this Contract as though set out in full here.
3.Our Privacy Statement
4.Our Digital Content
4.1.You acknowledge and accept that:
4.1.1.We shall only source Digital Content from Publicly Available Sources; and
4.1.2.We may at Our sole and absolute discretion display Our company logo, name or any other branding during the provision of the Digital Content.
5.1.The Parties agree that:
5.1.1.for the Shared Personal Data, We are a Controller;
5.1.2.You shall become a Controller of the Shared Personal Data from the point at which You receive the Shared Personal Data;
5.1.3.this Contract relates to ongoing and routine data sharing of the Shared Personal Data; and
5.1.4.it is necessary to share the Shared Personal Data to achieve the Permitted Purpose.
5.2.We shall share and You shall manage the Shared Personal Data in accordance with this Contract.
5.3.You shall comply with all Data Protection Laws in connection with the Processing of the Shared Personal Data and the exercise and performance of its respective rights and obligations under this Contract and shall not by any act or omission cause Us (or any other person) to be in breach of any Data Protection Laws.
5.4.We shall comply with all Data Protection Laws in respect of the performance of Our obligations under this Contract.
5.5.This Contract allocates certain rights and responsibilities among the Parties as enforceable contractual obligations between themselves, however nothing in this Contract is intended to limit or exclude either Party’s responsibilities or liabilities under Data Protection Laws.
5.6.You shall not Process the Shared Personal Data in any manner inconsistent with this Contract.
5.7.Your access to the Shared Personal Data shall cease on termination of this Contract and you shall not retain your own copy of the Shared Personal Data in accordance with clause 18.3.2 except as otherwise required by Applicable Law.
5.8.We shall ensure that prior to sharing the Shared Personal Data each Data Subject has been provided with sufficient information so as to enable fair and lawful Processing of the Shared Personal Data by You for the Permitted Purpose on the Permitted Lawful Basis in accordance with this Contract (including all information to be provided under Articles 13 and 14 of the GDPR or any similar Data Protection Laws).
5.9.We warrant that where We provide You with Shared Personal Data:
5.9.1.that the Shared Personal Data has been collected from Data Subjects and processed by Us in compliance with Data Protection Laws; and
5.9.2.that the sharing of the relevant Shared Personal Data with You for the purpose of that Shared Personal Data being used for the sending of direct marketing communications to the Data Subjects shall be done in compliance with Data Protection Law;
5.9.3.that We satisfy all necessary legal conditions for processing to provide the Shared Personal Data to You for the Permitted Purpose; and
5.9.4.that use of the relevant Digital Content by You for the Permitted Purpose shall not, in and of itself, represent a breach of Data Protection Law.
5.10.Where the Shared Personal Data includes data that has been received by Us from a third party, or has been Processed by a third party on Our behalf, We shall ensure that We have in place arrangements with those third Parties which are adequate to permit Us to lawfully share the Shared Personal Data with You, and for You to lawfully Process such data for the Permitted Purpose on the Permitted Lawful Basis.
5.11.You warrant and undertake that You shall:
5.11.1.implement procedures so that any third party authorised by You to have access to the Shared Personal Data, including Processors, shall respect and maintain the confidentiality and security of the Shared Personal Data in an equivalent manner to the confidentiality and security obligations imposed on You under this Contract. Any person acting under Your authority, including a Processor, shall be obligated to Process the Shared Personal Data only on Your instructions (except to the extent prohibited by Applicable Law); and
5.11.2.process the Shared Personal Data solely for the Permitted Purpose and only to the extent consistent with the Permitted Lawful Basis and this Contract (except to the extent otherwise required by Applicable Law).
5.12.If You transfer the Shared Personal Data to any country outside the United Kingdom, You shall ensure that such transfer (and any onward transfer):
5.12.1.is pursuant to a written Contract, including equivalent obligations on the recipient in respect of the Shared Personal Data as are applicable to You under this Contract;
5.12.2.is effected by way of Appropriate Safeguards; and
5.12.3.otherwise complies with Data Protection Laws.
5.13.You acknowledge that We may need to Process Personal Data outside of the United Kingdom. The Parties shall promptly, on Our request, execute a data processing agreement incorporating standard and/or model clauses (which are approved by the European Commission as offering Appropriate Safeguards), or enter into such other arrangement as We consider appropriate to comply with Data Protection Laws, in respect of transfers of Personal Data to processors established outside the European Economic Area.
5.14.We warrant that, having regard to the state of technological development and the cost of implementing any measures, We shall:
5.14.1.take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
188.8.131.52.the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
184.108.40.206.the nature of the data to be protected; and
5.14.2.take reasonable steps to ensure compliance with those measures.
5.15.You shall at all times:
5.15.1.put in place and maintain appropriate technical and organisational measures in connection with the Shared Personal Data as required by Data Protection Laws;
5.15.2.implement and maintain appropriate technical and organisational measures to protect the Shared Personal Data in its control against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, taking into account:
220.127.116.11.the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
18.104.22.168.the nature of the data to be protected.
5.16.We warrant that We shall, and all members of Our staff shall, comply with Data Protection Laws in the provision of the Services and that Our Personnel are aware of their obligations under Data Protection Laws and have undergone adequate training to ensure that they are able to comply with the same.
5.17.You shall at all times ensure the Processing of the Shared Personal Data by natural persons shall be limited to Personnel that need to Process it for the relevant Permitted Purpose in accordance with this Contract and that all such Personnel:
5.17.1.are reliable and have undergone adequate training in the use, care, protection and handling of Shared Personal Data as required for compliance with all of Your obligations under Data Protection Laws and this Contract;
5.17.2.are informed of the confidential nature of the Shared Personal Data and subject to appropriate obligations of confidentiality;
5.17.3.are subject to (and comply with) a binding written contractual obligation to keep the Shared Personal Data confidential (unless disclosure is required under Applicable Law); and
5.17.4.are aware of and comply with their duties under this Contract.
5.18.If a Personal Data Breach occurs in relation to the Shared Personal Data Processed by You, You shall:
5.18.1.notify Us of the Personal Data Breach without undue delay, (but in no event later than 12 hours after becoming aware of the Personal Data Breach);
5.18.2.provide Us without undue delay (wherever possible, no later than 24 hours after becoming aware of the Personal Data Breach) with such details as We reasonably require regarding:
22.214.171.124.the nature of the Personal Data Breach, including the categories and approximate numbers of Data Subjects and Shared Personal Data records concerned;
126.96.36.199.any investigations into such Personal Data Breach;
188.8.131.52.the likely consequences of the Personal Data Breach; and
184.108.40.206.any measures taken, or that You recommend, to address the Personal Data Breach, including to mitigate its possible adverse effects,
provided that, (without prejudice to the above obligations) You cannot provide all these details within the timeframes set out in this clause 5.18.2, it shall (before the end of such timeframes) provide Us with reasons for the delay and when it expects to be able to provide the relevant details (which may be phased), and give Us regular updates on these matters;
5.18.3.do all such things as reasonably necessary to assist Us in mitigating the effects of the Personal Data Breach;
5.18.4.assist Us (as reasonably requested by Us) to make any required notifications to any Data Protection Supervisory Authority and affected Data Subjects in accordance with the Data Protection Laws; and
5.18.5.without prejudice to any other rights or remedies We have under this Contract, or at law or otherwise, restore to the last available backup any of the Shared Personal Data that has been lost, damaged or destroyed by the Personal Data Breach.
5.19.Your obligations under clause 5.18 shall be performed at Your own cost and expense.
5.20.Each Party shall respond to Data Subject Requests and Communications received by it concerning the Processing of the Shared Personal Data promptly and within the timeframes required by Applicable Laws.
5.21.Each Party shall promptly provide any information and/or assistance as reasonably requested by the other Party to help the other Party respond to any Data Subject Request or Communication.
5.22.Each Party shall promptly (and in any event within two Business Days) notify the other Party if it receives any Data Subject Request or Communication directed to the other Party or relating to the other Party’s Processing of any Shared Personal Data and provide the other Party with a copy of such Data Subject Request or Communication.
5.23.During the Term of this Contract, each Party, to the extent it is permitted by Applicable Law to do so, shall promptly inform the other Party of any updates to and inaccuracies in the Shared Personal Data that it becomes aware of.
5.24.Each Party shall, on request, demonstrate to the other Party that it complies with Data Protection Law, ensuring that the other Party is given such information and evidence as it requests in order to satisfy itself that the other Party and its activities are being operated and conducted in accordance with the terms of this clause 5 and Data Protection Law more generally.
6.Licencing Digital Content – How a contract between You and Us is made
6.1.When You first sign up to Our Website and have selected Your Subscription Package, You must register an Account with Us and follow the buying process indicated.
6.2.Please check Your Subscription Package carefully before submitting it. Before You place Your order for Your Subscription Package, You must check that the hardware and software requirements of Your computer or device mean that You can download the Digital Content.
6.3.Once You have completed the buying process set out above at clause 6.1 and 6.2 and at the end of the online checkout process (e.g. when You click on the“create my account” button) Payment is simultaneously debited from You, and a legally binding Contract between You and Us is made. You will then receive an email which confirms Your Chosen Subscription Package.
6.4.Once You have registered an Account you are permitted to search Our Digital Content and place orders for particular Records by placing them in Your online shopping basket. You can download as many Records as You require. We will simply track the net number of new contacts downloaded to ensure that you are within your assigned Quota (determined by Your Subscription Package) and will restrict Your capacity to receive Our Digital Content accordingly.
6.5.For further details on how to download the specific Records selected by You, please see clauses 9.1 to 9.3 inclusive.
6.5.1.We may contact You to say that We do not accept Your order. This is typically for the following reasons:
220.127.116.11.the Digital Content is unavailable;
18.104.22.168.We cannot authorise Your Payment;
22.214.171.124.You are not allowed to licence the Digital Content from Us;
126.96.36.199.We are not allowed to sell the Digital Content to You; or
188.8.131.52.there has been a mistake on the pricing or description of the Digital Content.
6.6.If You are under the age of 18 You may not licence any Digital Content from Our Website.
7.Upgrading Your Account and licencing Add Ons
7.1.If You choose to upgrade Your Subscription Package or to licence additional Add Ons from Us, Your Use of the additional Digital Content will be determined by this Contract and such Use will not affect any term of this Contract.
8.Permission to use the Digital Content
8.1.When You subscribe for a Subscription Package and download the Digital Content (see clauses 6.2, 6.4 and 9), You will not own the Digital Content. Any Intellectual Property Rights subsisting in the Digital Content remains solely with Us and/or Our licensors. What You are paying for is the permission to use it (also known as a ‘licence’) and only for the purpose of You using and enjoying it in accordance with these terms and conditions.
8.2.The permission to use Digital Content:
8.2.1.extends to wherever You want in the world but only if You comply with local laws;
8.2.2.is non-exclusive to You. We may supply the same or similar Digital Content to other users;
8.2.3.may be copied by You for the purpose of a reasonable number of necessary back-ups;
8.2.4.is not limited for use on a certain number of computers or devices;
8.2.5.Digital Content may not be:
184.108.40.206.copied by You;
220.127.116.11.changed by You (which means, in particular, that You are not allowed to adapt, reverse-engineer or decompile it, or try to extract the source code from it, except where any of this is allowed by law);
18.104.22.168.exploited by You, save for email, or tele-sales campaigns (depending on Your particular Subscription Package);
22.214.171.124.combined or merged with, or used in, any other database or computer program;
126.96.36.199.distributed, licenced or sold by You to any third party; or
188.8.131.52.used to promote any third party business.
8.2.6.The scope of the use of Digital Content shall be limited to the Permitted Purpose only.
8.3.During the Subscription Period, You are entitled to roll over any unused Records into the next Subscription Period, and You are permitted to continue using the Records until this Contract is terminated.
8.4.To ensure that Your use of Our Digital Content is compliant with the terms under this Contract, We shall plant a small number of seeds (“dummy records”), however these will not be included within Your Quota.
8.5.If this Agreement expires or is terminated in accordance with clauses 17 and/or 18, this licence will automatically terminate and You will not be permitted to use the Digital Content in accordance with Clause 8 above.
9.1.Once You have signed up to a Subscription Package, and your Account has been created, You will be provided with access to Our Digital Content.
9.2.You can then search for the Digital Content and can either:
9.2.1.Save Your search and return to it later; or
9.2.2.You will be given the option to add Your search results to an online cart where You can download the Digital Content by clicking on the “‘’Download Now” button.
9.3.At this stage, You can receive the Digital Content in a compatible or downloadable format.
9.4.If something happens which:
9.4.1.is outside of Our reasonable control; and
9.4.2.affects You being able to download the Digital Content,
We will let You have a revised time for when You can expect to be able to download the Digital Content. If Your computer or device blocks the automatic download of the Digital Content or the automatic download does not start, You may still have the right to cancel the Contract. For more details, visit Our Website.
10. Your responsibilities
10.1.You procure that all of Your employees shall:
10.1.1.promptly perform all of Your responsibilities under this Contract;
10.1.2.cooperate with Us and provide Us with all reasonably requested information relating to any Digital Content requested by You;
10.1.3.notify Us within 24 hours of any service failure, degradation and/or other concern with the Digital Content (including abuse or threatened abuse);
10.1.4.comply with all Applicable Laws relating to this Contract;
10.1.5.ensure that You do not allow any third party to use the Digital Content provided under this Contract;
11.1.We accept the following credit cards and debit cards: Visa, Mastercard and Amex. We do not accept cash.
11.3.Your credit card or debit card will be charged in accordance with clause 6.3.
11.4.All Payments by credit card or debit card need to be authorised by the relevant card issuer. We may also need to use extra security steps via:
11.4.1.Verified by Visa:
11.4.3.American Express SafeKey.
11.5.The price of the Digital Content:
11.5.1.is in United States Dollars ($)(USD);
11.5.2.excludes VAT at the applicable rate; and
11.5.3.includes any Add Ons selected by You, the price of which will be clearly indicated to You when added to Your cart.
11.6.When registering an Account with Us, You agree to make Payment to Us for Digital Content in accordance with an appropriate and functioning autocard agreement or as invoiced by Us on a monthly or quarterly basis (which is chosen by You at the sign up stage).
11.7.If You require further information regarding Your chosen Subscription Package, all Monthly Fees (and any other applicable fees) will be stated on Our Website.
11.8.We will invoice You in advance of the provision of the Digital Content on a monthly basis.
11.9.You must raise any invoicing queries by contacting firstname.lastname@example.org within five (5) working days of receipt of the invoice for Your query to be acknowledged.
11.10. You must pay all sums properly due and payable to Us on the relevant invoice on or before the relevant Payment Date. If You fail to make any Payment in full when it becomes due then, without prejudice to any other right or remedy available to Us, We shall be entitled to cancel the Contract. In addition, We may start to charge Interest on any and all overdue sums until You have paid all outstanding sums in full.
11.11. Unless stated otherwise all fees, charges and other Payment to be made by You under this Contract are exclusive of VAT and all other relevant taxes, for which the You shall be responsible.
12.Nature and quality of the Digital Content
12.1.We must provide You with Digital Content that complies with Your legal rights.
12.2.When We supply the Digital Content:
12.2.1.We will use reasonable care and skill to ensure that the Digital Content is as accurate as reasonably possible and that it is free from defects, viruses and other malicious content;
12.2.2.We do not promise that it is compatible with any third party software or equipment;
12.2.3.We comply with all Applicable laws, standards and industry practice; and
12.2.4.You acknowledge that there may be minor errors or bugs in it; and
12.2.5.You accept that the Digital Content and Records are provided on an “as is” basis at the time the Digital Content and Records are first licenced from Us to You.
12.3.We shall endeavour to achieve a ninety per cent (90%) email deliverability rate on newly transacted Digital Content in accordance with Your subscription, within a thirty-day period.
12.4.The thirty-day period commences on the day You access Your Account and download the Digital Content;
12.5.If You receive an email deliverability rate lower than ninety per cent (90%) per Quota, and provided that You notify Us in accordance with 10.1.3 above, We will replace one-for-one any business email address where You have received an “undeliverable” notification as a result of an email ‘bounce back’ to return Your deliverability rate to 90%.
12.6.By entering into this Contract, You acknowledge and accept that the Records may deplete with time e.g. email addresses may be subject to change or may become unreachable for technical and other reasons.
13.Faulty Digital Content
13.1.Please contact Us at immediately at email@example.com if You are experiencing problems with the Digital Content (a “Support Request”).
13.2.We prioritise all Support Requests based on a reasonable assessment of the severity level of the Support Request reported.
13.3.We shall acknowledge receipt of Your Support Request promptly and shall resolve Your Support Request within 24 hours from Our receipt acknowledgement;
13.4.If We cannot manage to resolve Your Support Request within 24 hours and You have not been able to access the Digital Content, You will be entitled to:
13.4.1.extend the Term in subsequent 24 hours period of equal proportion to the periods of Downtime; and
13.4.2.a pro-rata deduction in the Monthly Fee based on each 24 hour period of equal proportion to the periods of Downtime, in the Monthly Fee.
14.1.You warrant and represent to Us that:
14.1.1.You have full capacity and authority to enter into and to perform this Agreement;
14.1.2.You will only Use the Digital Content in accordance with this Agreement; and
14.1.3.You will promptly notify Us if You become aware of any breach (or potential breach) of any Applicable Laws in so far as the breach (or potential breach) relates to the Digital Content.
14.2.We warrant and represent to You that:
14.2.1.The Digital Content will comply, in all material respects, with this Contract; and
14.2.2.We will provide the Digital Content in accordance with industry practice.
14.3.Each Party warrants and undertakes to the other Party that it shall provide a copy of this Contract to any applicable Data Protection Supervisory Authority where required.
14.4.All other warranties and representations, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law, and without limitation to this, nothing in this Contract or the licences granted hereunder shall be construed as a representation or warranty that any Intellectual Property Rights arising in or in connection with the Digital Content, the licenced know-how and/or materials or any of them are valid or subsisting.
15.1.We shall indemnify You against all claims, losses, fines or damages suffered by You and arising out of any claim made by a third party against You for (a) any incident arising as a result of any breach by Us of clause 5 and/or (b) infringement of third party's IPR arising out of Your use of the Digital Content or Records in accordance with this Agreement.
15.2.You shall indemnify Leadiro against all claims, losses or damages suffered by Us and arising out of any claim made by a third party against Us for any incident arising as a result of any breach by You of clause 14.
15.3.If a third party makes a claim, or notifies an intention to make a claim, against either Party ("Indemnified Party") which may reasonably be considered likely to give rise to a liability under clauses 11.1 or 11.2 ("IPR Claim"), the Indemnified Party shall:
15.3.1.immediately notify the other Party of the IPR Claim;
15.3.2.provide the other Party with such reasonable assistance, documents, records and information as requested;
15.3.3.not make any admission of liability, agreement or compromise; and
15.3.4.allow the other party to conduct all negotiations and proceedings.
15.4.Subject to clause 15.1, Our total liability to You in respect of the indemnity only, shall be limited to:
15.4.1.the greater of £10,000 (ten thousand pounds) or 100% (one hundred per cent) of the contract value (calculated by reference to the charges in the successive monthly periods from the Effective Date) in respect of any one claim or series of related claims.
15.5.Nothing in this clause 15 shall restrict or limit either Our or Your general obligation at law to mitigate any losses which may be suffered or incurred as a result of an event that may give rise to a claim under this clause 15.
16.1.This Contract commences on the Effective Date and the Subscription Period shall continue on a rolling basis unless terminated by either Party in accordance with Clauses 17 and 18.
17.1.Either Party may terminate this Contract at any time by giving notice in writing to the other Party if:
17.1.1.the other Party commits a material breach of this Contract and such breach is not remediable;
17.1.2.the other Party commits a material breach of this Contract which is not remedied within 14 days of receiving written notice of such breach;
17.1.3.either Party is subject to an Insolvency Event; or
17.1.4.any consent, licence or authorisation held by the other Party is revoked or modified such that the other Party is no longer able to comply with its obligations under this Contract or receive any benefit to which it is entitled.
17.2.In addition, We may terminate this Contract at any time by giving notice in writing to You if:
17.2.1.You have failed to pay any amount due under this Contract on the Payment Date and such amount remains unpaid within 30 days having been notified that the Payment is overdue.
18.How to end the Contract
18.1.You may cancel this Contract by providing written notice by email to Us at firstname.lastname@example.org at any time prior to the next Payment Date.
18.2.Upon cancellation, You must ensure that any outstanding amounts owed to Us are paid in full within 7 days from your notification to terminate this Contract.
18.3.In the event of termination of this Contract for any reason:
18.3.1.You shall cease and desist from all further use of the Digital Content;
18.3.2.You shall promptly return to Us, or at Our request, destroy all records and copies of the licenced Digital Content and/or any other Confidential Information (whether or not technical) in Your possession, either preparatory to, or as a result of, this Contract by dutifully reviewing Your records and databases to erase any information and/or data originating from Our Digital Content; and
18.3.3.You shall notify us in writing that You have complied with clause 18.3.2, within 7 days of cancellation of this Contract.
18.4.Where You have utilised the Digital Content and successfully entered into a Contract with the third party, Records do not need to be erased when this Contract terminates, unless specifically requested by the Data Subject.
18.5.If this Contract is ended it will not affect Our right to receive any money which You owe to Us under this Contract.
19.Limits on Our responsibility to You
19.1.Our liability to You whether such liability arises in tort, Contract or in any other way and whether or not caused by negligence or misrepresentation shall be as set out in this clause.
19.2.Except for any legal responsibility that We cannot exclude in law (such as for death or personal injury) or arising under Applicable laws relating to the protection of Your personal information, You acknowledge and agree that We shall not be liable for any of the following:
19.2.1.any special, incidental or consequential damages;
19.2.2.the cost of procurement for substitute Digital Content;
19.2.3.interruption or use or loss or corruption of data;
19.2.4.any failure or delay due to matters beyond Our reasonable control.
19.3.Subject to clause 19.1 and 19.2 Our liability arising under or in connection with this Contract shall not exceed 100% (one hundred per cent) of the contract value.
19.4.The limitations of liability set out in this clause shall not apply in respect of any indemnities given by either Party under this Contract.
20.1.We will try to resolve any disputes with You quickly and efficiently.
20.2.If You are unhappy with:
20.2.1.the Digital Content;
20.2.2.Our service to You; or
20.2.3.any other matter,
please contact Us as soon as possible.
21.1.We shall not in any circumstances be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event.
21.2.If a Force Majeure Event occurs We shall be entitled to a reasonable extension of time for performance of Our obligations under this Contract.
22.1.No failure or delay by either Party to exercise any right or remedy under this Contract shall be construed as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy. No waiver by either Party of any breach of this Contract shall be considered as a waiver of a preceding or subsequent breach.
23.Entire agreement and understanding
23.1.This Contract constitutes the entire agreement and understanding of the Parties, and any and all other previous agreements, arrangements and understandings (whether written or oral) between the Parties with regard to the specific subject matter of this Contract are hereby excluded. No amendment or modification of any provision of this Contract will be binding unless it is in writing and signed by authorised representatives of each of the Parties.
24.1.You shall not, except as expressly provided in the Contract, assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights and obligations under the Contract without Our prior written consent.
24.2.We may assign, sub-contract or deal in any other manner with any or all of Our rights and obligations under the Contract without Your prior written consent.
25.1.We reserve the right at Our sole discretion to amend or replace any part of these terms and conditions. It is Your responsibility to check these terms periodically for changes. Your continued use of Your Account following any changes to these terms constitutes an acceptance of the terms as at the date of any changes.
25.2.We may in the future offer new services, features or tools available to You which will be subject to the terms of this Contract.
26.1.If a court finds any of these conditions unenforceable, the rest will continue in force. Each of the clauses of these conditions operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses (and part clauses, where relevant) will remain in full force and effect.
27.Third Party rights
27.1.No one other than a Party to this Contract has any right to enforce any term of this Contract and the provisions of the Contracts (Rights of Third Parties) Act 1999 is expressly excluded.
28.No set off
28.1.All amounts due under this Contract shall be paid in full, without any set-off, counterclaim, deduction or withholding (other than any required by law).
29.1.All notices served under this Contract shall be in writing to the Parties respective last registered addresses.
29.2.Any notice or communication shall be deemed to have been received:
29.2.1.if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
29.2.2.if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service.
29.2.3.if sent by email, at 9.00am on the next Business Day after transmission.
29.3.This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
30.1.This Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Contract.
30.2.No counterpart shall be effective until each Party has executed at least one counterpart.
31.1.This Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
32.1.Subject to clause 20, the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Contract its subject matter or formation (including non-contractual disputes or claims).
Description of the Shared Personal Data
Description Details Shared Personal Data Means Personal Data extracted from publicly available sources and from which (whether from the data itself or such data in combination with other data) employees and business contacts might be identified. The Personal Data may include details of Employees; Job Title; Contact; E-mail; Social Link (e.g. public LinkedIn Profile Link); an individual’s location (which may include work or residency location as determined by the individual) and Direct Line.
Categories of Data Subject Business contacts, employee contacts and directors’ contacts collected by Us.