Terms & Conditions

Definitions

In these Terms and Conditions unless the context otherwise requires:

“The Company” means The Lead Gen Specialists Limited, registered at 4a Blundell Crescent, Southport, Merseyside, PR8 4RF. Company No: 13007487.

“The Customer” means the party as defined in the Schedule.

“Marketing Campaign” means services set out in the Schedule of Services that may include Telemarketing, Digital Marketing or the creation of Materials and commencing within a maximum of thirty (30) days of the date of this Agreement.

“The Services” means the marketing services to be provided by The Company and as outlined in the Schedule of Services or as agreed in subsequent written correspondence.

“Leads” means the leads we generate are bespoke to the each individual client’s product. Only the leads who answer our clients’ questions correctly (i.e.- Qualified for the client) and agree to receive a call from the clients’ sales team are passed to the client. Any lead who does not want to be called by our clients is not passed to the client.

“Schedule of Services” means the marketing services that The Company shall provide to The Customer during the Initial Period and thereafter until written notice to amend or terminate The Services has been provided by The Customer subject to the agreed Notice Period.

“Data” means data sourced for the purposes of the lead generation activity. Data sourced from Marketscan Ltd or Crystal Data Ltd shall be owned by The Customer, with any email addresses within the data being on a 12 month licence. Data licenced from Cognism Limited shall be on licence from Cognism to The Company for the purposes of The Services. Any qualified prospects who either have an immediate or future need and interest in the services offered by The Customer, shall then become the property of The Customer.

“Commencement Date” means the agreed date from which The Services will be provided as agreed and commencing no later than thirty (30) days after the date of signature of this agreement.

“Confidential Information” means all secret or confidential commercial, financial and technical information, trade secrets, computer software, and other information in whatever form or medium and whether disclosed orally or in writing, together with all reproductions in whatsoever form or medium and any part or parts of it;

“Force Majeure” means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than as to payment) under these Terms and Conditions;

“Insolvency Event” means any notice, petition, resolution or order relating to the winding up or dissolution, administration or bankruptcy being presented or made or any steps being taken with a view to a voluntary arrangement or other assignment or arrangement with any creditors or any moratorium, readjustment, rescheduling, forgiveness or deferral of all or any indebtedness, or if the other party has reasonable grounds for believing that any of the foregoing is imminent. If any foregoing occurs in relation to a partner in any other the parties hereto it will be deemed to occur in relation to that party;

“Initial Period” The duration for which The Services will be provided as set out in the Schedule of Services.

“Notice Period” After the Initial Period has been completed, all campaigns run on a rolling monthly basis subject to 30 days’ notice being provided in writing to change or terminate the Agreement.

Agreement

The Customer commits to undertake and pay The Company for the full Schedule of Services and for the Initial Period specified within the Agreement, plus the Notice Period. For a Marketing Campaign that continues beyond the Initial Period the parties will remain bound by these Terms and Conditions and agreed Schedule of Services and pricing. An on-going campaign will continue until cancelled by The Customer by providing advance written notice to The Company of its intent to terminate or amend the Schedule of Services. In the event that advance notice of less than the Notice Period is given by The Customer to The Company of cancellation or termination the charges relating to the Notice Period for The Services as set out in the Schedule of Services will be due even if The Services are required to cease prior to this date. In the event that notice is given to terminate a Marketing Campaign prior to the completion of the Initial Period, then charges for the full amount of the Initial Period and Notice Period will be due even if The Services are required to cease prior to this date. When notice has been received by The Company, The Company will raise an invoice for immediate payment of any remaining charges applicable during the Notice Period. During the Notice Period, The Company, reserves the right to continue The Services, while withholding details of results generated until all outstanding invoices are discharged in full.

Payment Terms

2.1. The Company shall invoice upon receipt of the signed agreement as per the Schedule of Services within the agreement.

2.2. The Company reserves the right to charge interest on payments outstanding after the due date for payment at the rate of 5% per month. In the event of outstanding payments The Company reserves the right to cease the provision of The Services and make additional charges for delays.

2.3. All rates are quoted exclusive of VAT and any similar duty or tax, which will be included on all relevant invoices.

2.4. The Company shall be entitled to immediately terminate this agreement in the event that The Customer has failed to abide by the payment terms.

2.5. If at any stage during the Marketing Campaign invoices are overdue for payment, The Company reserves the right to Continue The Services while withholding details of results generated until all outstanding invoices are discharged in full.

2.6. The costs of recovery action necessary in order to receive payment of overdue invoices will be recharged to The Customer at the rate of £100 per solicitor letter and £500 in respect of an application to court or for such greater amount of costs that are incurred.

Confidentiality

As far as is reasonably practicable, The Company agrees to keep secret any Confidential Information concerning The Customer’s affairs which has come to knowledge of The Company by reason of its provision of The Services to The Customer.

Force Majeure

The Company shall not be liable in any way for any delay or failure or for the consequences of any delay or failure, in performing any of its obligations under this Agreement. If such delay or failure is due to any cause whatsoever beyond reasonable control of The Company, and shall be entitled to a reasonable extension of the time of performing such obligations.

Company Rights and Obligations

The Company will not be liable to The Customer in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss (including loss of profits or any indirect or consequential loss of any kind) or damage which The Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of these conditions by The Company its servants or agents.

Account Access and Account Information

Where any software system is managed or operated by The Company for, or on behalf of The Customer. The setup of any software system or information portal by The Company on behalf of The Customer and any provision of management information, statistics or analysis to The Customer remains the Intellectual Property of The Company. It may not be shared with any Third-Party organization without the express written authority of a Director of The Company.

Customer’s Warranties

7.1. The Customer warrants that it is contracting as principal and not as agent and that it is entitled to deal with this contractually binding Agreement.

7.2. If The Customer shall at any time fail to comply with its obligations under this Agreement, or if The Customer experiences any Insolvency Event, The Company may suspend or terminate this Agreement with immediate effect by notice in writing to The Customer.

General

8.1. The headings in these Terms and Conditions are for convenience only and will not affect its interpretation.

8.2. These Terms and Conditions are personal to the parties, and The Customer will not assign or transfer its rights and liabilities hereunder or any of them, or sub-Contract or otherwise delegate any of its obligations without the prior written consent of The Company.

8.3. These Terms and Conditions will not be taken as creating or evidencing any agency or partnership between the parties.

8.4. If any provision is found to be invalid or unenforceable, such as invalidity or unenforceability will not affect the other provisions which will remain in full force and effect.

8.5. The rights and remedies of either party will not be diminished, waived or extinguished by the granting of any indulgences, forbearance or extension of time granted by neither such party to the other nor any failure of or delays by the said party in ascertaining or exercising such rights and remedies.

8.6. These Terms and Conditions constitute the entire Agreement between the parties and supersede all prior Agreements, understandings or discussions between the parties.

8.7. For the avoidance of doubt nothing in these Terms and Conditions will confer on any third party any benefit or right to enforce any provision of these conditions.

8.8. All references to the plural herein shall also mean the singular and to the singular shall also mean the plural unless the context otherwise requires.

8.9. These Terms and Conditions will in all respects be governed by and constructed in accordance with the Law of England and Wales.