LEADIRO AGREEMENT – TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

In this Agreement:

"Agreement" means this agreement, terms and conditions (including the Schedules), the Order Form, and any other documents referred to herein;

"Applicable Laws" means all regional, national and international laws, rules, regulations and standards including those imposed by any governmental or regulatory authority and all applicable industry standards and standards determined by any self-regulatory body which apply from time to time;

"Campaign Brief" means: any information and Customer Materials provided by Customer to Provider that outlines any criteria or specification that the Provider will use in order to deliver Leads to the Customer under this Agreement. Both Customer and Provider will agree the Campaign Brief prior to any provision of Services. In the event of any conflict or dispute the terms and conditions of this Agreement shall always take precedence over the Campaign Brief;

"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 a non-confidential basis before disclosure by the disclosing party to the receiving party; or (c) independently developed without access to such Confidential Information;

"Customer" means: an individual and/or company as detailed on the Order Form of the Agreement;

"Customer Materials" means all materials, information, data, documents, email communication and any other media and assistance provided by the Customer to Leadiro from time to time;

"Leads" means: any Record that Provider submits to Customer as part of its provision of Services for Payment. Leads shall be classified as either: MQLs (marketing qualified leads) or HQLs (highly qualified leads) or SQLs (Sales Qualified Leads) or Regs (Registrations) according to criteria (which shall be documented in the Campaign Brief or on email) agreed between the Provider and Customer;

"Force Majeure Event" means acts of God, expropriation or confiscation of facilities, any form of government or regulator intervention, war, rebellion, terrorist activity, local or national emergency, riots, floods, fires, explosions, adverse weather or other natural physical disasters;

"Intellectual Property Rights" or "IPR" means any patents, utility models, rights to inventions, copyright (including source code) and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist in any part of the world;

"Interest" means interest at the rate of 2% above the base lending rate of HSBC from time to time;

"Order Form" means the form that records the details of the Customer and outlines the Services to be delivered and respective cost of Services;

"Payment" means any payment the Customer makes to the Provider;

"Payment Date" means (in respect of any amount) the day which is thirty (30) days from date of the invoice;

"Proprietary Intelligence" means any information, data or intelligence that does not form part of the agreed Campaign Brief that may be provided to Customer for an additional fee;

"Provider" means Leadiro UK Limited. A company incorporated in England and Wales (registration number: 07273115), registered offices: Wessex House, Teign Road, Newton Abbot, Devon, TQ12 4AA;

“Record” means information that may contain but may not be limited to Employees; Industry; Company; Job Title; Job Function; Contact; First Name; Last Name; Address1; Address2; Address3; City; County/State; Country; Postal Code/Zip Code; Switchboard; E-mail; Direct Line; URL;

"Services" means the services provided by Leadiro in performance of this Agreement, the details of which are provided in this Agreement in accordance with the Campaign Brief, and as may be amended and mutually agreed to by Customer and Provider from time to time;

"VAT" means Value Added Tax.

2. AGREEMENT

2.1. Both parties acknowledge that: by Customer signing the Order Form, and/or by the provision of and receipt of Services, they are entering into a legally binding agreement and thereby acknowledge and accept all the terms in this Agreement to the exclusion of any other terms that Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing;

3. PERFORMANCE OF SERVICES

3.1. Customer acknowledges and accepts that Leadiro shall perform the Services in a professional and respectful manner and in accordance with this Agreement (including Schedules) and all Applicable Laws.

3.2. Customer shall ensure Provider receives Customer Materials, and a completed Campaign Brief so that Provider may fulfil its Services obligations.

3.3. Provider will ensure every Engaged Lead is aware and accepts that Customer is the sponsor of this material and that by receiving this information the prospect agrees to be contacted by Customer on topics of interest with respect to all data privacy requirements, prior to providing the Leads to Customer.

3.4. Provider shall not use Customer name or logo for client lists or any other promotional purposes and any use of the Customer’s name and logo for the purpose of providing the Services shall be subject to Customer’s prior written consent.

4. CUSTOMER RESPONSIBILITIES

4.1. Customer shall (and procures that all of its agents and employees shall) promptly:

4.1.1. perform all of its obligations and responsibilities under this Agreement; and

4.1.2. complies with all Applicable Laws as applicable to the Services and this Agreement;

5. DATA PROTECTION

5.1. For the purpose of this clause “Data Processor”, "Data Subject", “Data Controller”, “Process” and “Personal Data” shall have the meaning set out in the Regulation (EU) 2016/679 (EU GDPR), the “GDPR”.

5.2. With respect to the parties' rights and obligations under this Agreement, the Customer acknowledges and agrees that the Customer is the Data Controller and that Provider is the Data Processor.

5.3. Provider shall process the Personal Data only in accordance with the Customer’s selected preferences from time to time and shall not process the Personal Data for any purpose other than those instructed by the Customer.

5.4. The Customer acknowledges that Provider may need to Process Personal Data outside of the European Economic Area. The Parties shall promptly, on the request of Provider, execute a data processing agreement incorporating standard and/or model clauses (which are approved by the European Commission as offering adequate safeguards under the Act), or enter into such other arrangement as Provider considers appropriate to comply with Applicable Laws, in respect of transfers of Personal Data to processors established outside the European Economic Area.

5.5. The Customer acknowledges that Provider is reliant on the Customer for direction as to the extent to which Provider is to Process Personal Data (for the avoidance of doubt this includes ensuring appropriate privacy notices are in place and ensuring that Personal Data is Processed accordingly). Consequently, Provider will not be liable for any claim brought by a Data Subject or a relevant regulatory authority and the Customer shall indemnify and keep indemnified Provider against all claims, losses and damages arising out of or in connection with any such claim whatsoever by a Data Subject or relevant regulatory authority.

6. PAYMENT

6.1. Customer agrees to purchase Leads and Provider shall invoice Customer in advance for the total number of Leads. Customer must raise any invoicing queries to Leadiro within five (5) working days of receipt of the invoice.

6.2. The Customer must pay all sums properly due and payable to Provider on or before the relevant Payment Date. Failure to make any Payment in full when it becomes due means, without prejudice to any other right or remedy available, Provider shall be entitled to charge Interest on any and all overdue sums until Customer has paid all outstanding sums in full.

6.3. Unless stated otherwise all fees, charges and other Payment to be made by Customer under this Agreement are exclusive of VAT and all other relevant taxes, for which Customer shall be responsible.

7. WARRANTIES

7.1. Both parties warrant that:

7.1.1. they have full capacity and authority to enter into this Agreement and that it is executed by duly authorised representatives;

7.1.2. they shall adhere to the terms and conditions of this Agreement and its fulfilment in accordance with Applicable Laws;

7.2. Customer warrants it will only use the Services in accordance with this Agreement.

7.3. Any condition, warranty or other term, which might otherwise be implied or incorporated into this Agreement by reason of statute or common law or otherwise, is hereby expressly excluded to the extent permitted by law.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Intellectual Property Rights (“IPR”) subsisting or capable of subsisting in the Services provided and associated deliverables shall belong to Provider and Customer shall (at Provider’s written request) execute all documents and attend to all matters deemed necessary in order for Provider to enquire, enforce or deal with said rights.

8.2. Notwithstanding the generality of clause 8.1 all IPR subsisting in Customer Materials or any information, data or documentation provided by Customer belong to Customer and are made available to Provider solely for the purpose of the provision of Services under this Agreement.

9. INDEMNITY

9.1. Leadiro shall indemnify the Customer against all claims, losses or damages suffered by the Customer and arising out of any claim made by a third party against the Customer for infringement of that third party's IPR arising out of the Customer's use of the Services or deliverables in accordance with this Agreement (save to the extent that such is a result of Leadiro’ use of Customer Materials).

9.2. Customer shall indemnify Leadiro against all claims, losses or damages suffered by Leadiro and arising out of any claim made by a third party against Leadiro for infringement of that third party's IPR arising out of Leadiro’ use of the Customer Materials.

9.3. 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 9.1 or 9.2 ("IPR Claim"), the Indemnified Party shall:

9.3.1. immediately notify the other party of the IPR Claim;

9.3.2. provide the other party with such reasonable assistance, documents, records and information as requested;

9.3.3. not make any admission of liability, agreement or compromise; and

9.3.4. allow the other party to conduct all negotiations and proceedings.

9.4. Nothing in this clause 9 shall restrict or limit the Indemnified Party's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this clause 9.

10. TERMINATION

10.1. The following provisions shall survive expiry or termination of this Agreement: the Order Form and clauses 5 – 10.2, 14 – 18.

10.2. Customer may cancel this Agreement by providing thirty (30) days’ written notice to Leadiro at any time whereby it undertakes to make full Payment for all sums outstanding or owed within 30 days of receipt of an undisputed invoice for the Services up until the end of the notice period.

10.3. Leadiro may cancel this Agreement by providing 30 days’ written notice to Customer at any time.

10.4. Without prejudice to their other rights and remedies either party may terminate this Agreement by giving the other party immediate written notice if: (a) the other party breaches a material provision of this Agreement that is either not capable of being remedied or (if it is capable of being remedied) has not been remedied within fourteen (14) days of the other party receiving a written notice from the party seeking to terminate the Agreement relating to the breach and requiring it to be remedied; (b) the other party is unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or any statutory modification or re-enactment of that provision; or (c) the other party shall have an administrative receiver or similar official appointed over it or any part of its business or assets; or (d) an appointment is convened for the purpose of considering a resolution for the winding up of the other party or for the making of an administration order; or (e) if a proposal shall be made for any form of voluntary arrangement or scheme of arrangement with its creditors.

11. LIMITATION OF LIABILITY

11.1. The exclusions and limitation of liability set out in this clause 11 do not apply to:

11.1.1. liability arising from death or injury to persons caused by negligence;

11.1.2. any indemnity provided by the Customer;

11.1.3. liability arising as a result of fraud; or

11.1.4. anything else which cannot be excluded or limited at law, to which no limit applies.

11.2. Other than as expressly provided herein:

11.2.1. Provider shall not be liable to Customer, whether in contract, tort (including negligence) statutory duty or otherwise, for any loss, damage, cost or expense of any nature whatsoever arising out of inappropriate, negligent, unlawful or unauthorised use of Leads by the Customer or any third party, consisting of direct losses to the extent that (and only to the extent that) such losses consist of loss of profits or revenue, loss of anticipated savings or loss of business or of data; and indirect, consequential or special damage including but not limited to: loss of profits or revenue, or anticipated savings, or loss of business or data; and

11.2.2. Subject to clause 11.1 Provider’s total liability to the other whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to one hundred per cent (100%) of the total order value as stipulated on the Order Form.

12. NON-SOLICITATION

Neither party shall, for the term of this Agreement or 12 months thereafter, directly or indirectly or via a third party, induce or attempt to induce from the employment of the other any natural person. Should either party breach this clause, the breaching party shall be liable to pay the other party by way of liquidated damages, a fee representing no less than 50% of the employee’s annual salary (excluding benefits) and the Agreement shall be terminated. This shall not affect any other remedies available to the non-breaching party under this Agreement.

13. FORCE MAJEURE

13.1. Neither party shall under any circumstances be in breach of this Agreement nor be liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event; and should such a Force Majeure Event occur the party in question shall be entitled to a reasonable extension of time for performing its obligations.

14. CONFIDENTIALITY AND PUBLICITY

14.1. Any confidentiality obligations under this clause 14 are in addition to (and not a substitution for) all other confidentiality obligations agreed between the parties.

14.2. Each party undertakes that it shall not at any time, disclose to any person any Confidential Information, except as permitted by clause 14.3.

14.3. Each party may disclose the other party's Confidential Information:

14.3.1. to its employees, officers, sub-contractors, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information shall comply with this clause 14 and all other provisions relevant to the confidential information under this Agreement; and

14.3.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.4. No party shall use any other party's Confidential Information for any purpose other than to perform its obligations under this Agreement.

15. WAIVER

15.1. No failure or delay by either party to exercise any right or remedy under this Agreement 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 Agreement shall be considered as a waiver of a preceding or subsequent breach.

16. ENTIRE AGREEMENT AND UNDERSTANDING

16.1. This Agreement 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 Agreement are hereby excluded. No amendment or modification of any provision of this Agreement will be binding unless it is in writing and signed by authorised representatives of each of the parties.

17. NOTICES

17.1. All notices served under this Agreement shall be in writing.

17.2. Any notice or communication shall be deemed to have been received:

17.2.1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

17.2.2. 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.

17.2.3. if sent by email, at 9.00am on the next Business Day after transmission.

17.3. 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.

18. GOVERNING LAW

18.1. This Agreement shall be subject to and construed and interpreted in accordance with English law and shall be subject to the non-exclusive jurisdiction of the courts of England.

SCHEDULE 1 - SERVICES SPECIFICATION

1. Prior to commencing any campaign and further to Customer signing the Order Form, the Customer shall afford the Provider with a completed Campaign Brief that shall detail its requirements. These requirements must include the necessary criteria that define a Lead and only once both Provider and Customer have both agreed on the necessary criteria, either in the Campaign Brief or via official written notice (on email for example) may the campaign commence.

2. Campaign Brief will detail the criteria that shall determine the scope of available target companies to be approached for Customer’s campaign which shall include but shall not be limited to: Vertical (Industry/Market Sector), Company Size/Employee Numbers, Persona (Job Title/Job Role & Keywords), and any other additional information where appropriate (such as questions to ask, or Proprietary Intelligence to gather for example). Customer must also provide an exclusion list of companies (domains ideally, or company names and where applicable individual email addresses) not to be targeted for its campaign.

3. Customer undertakes that its use of Leads for any reason shall be for business to business purposes only and shall be in accordance with all Applicable Laws, and in particular its use of personal data shall be compliant with Data Protection and Privacy laws.

4. Provider is unable to guarantee the results or success of any activity or initiative undertaken by Customer using any Leads or Proprietary Intelligence and does not accept any liability in the event of any failure or deemed failure of activity or initiatives the Customer undertakes.

5. Customer warrants that it shall be clear and transparent with its own privacy policy and enable Data Subjects to exercise rights such as the right to be forgotten in accordance with all Applicable Laws within its use of Leads.

6. Both parties agree to ensure good communication with one another throughout the duration of the campaign.

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