Last Updated: April 19, 2020
These General Terms and Conditions govern the acquisition of Services by Client from Leadgence Ltd. (“Leadgence”).
“Client” - a company or person that signed a Purchase Order for the acquisition of the Services.
“Services” –the provision by Leadgence to the Client of Data to customers that are likely to be interested in solutions of the type offered by Client.
“Data” –details of business customers with the characteristics defined in the Client’s Purchase Order.
“Affiliate” – a person or entity Controlled by, Controlling or under common Control with, a party to this Agreement.
“Control” – the ownership of more than 50% of the voting power of an entity or the right to appoint more than 50% of its managers or directors.
“Purchase Order” – a purchase order executed by Client for the provision of Services by Leadgence.
2.1. Leadgence shall provide the Client with Services in a diligent manner, at a high professional standard, and in accordance with applicable laws.
2.2. The data and other information made available by Leadgence in connection with the Services is provided on an “AS IS” basis without warranties of any kind, either express or implied, and Client expressly disclaims any warranties of title, merchantability, fitness for a particular purpose, and non-infringement of third party rights. Leadgence and any of its third party content providers shall have no legal liability or responsibility for the accuracy or completeness of any information used or disclosed in connection with the Services.
2.3. The data provided contains public sector information licensed under the Open Government Licence v1.0.
3. Client Undertakings
3.1. By using the Services, Client agrees to be bound by these Terms and Conditions.
3.2. Client acknowledges and confirms that the Purchase Order together with these Terms and Conditions constitute its contractual obligation.
3.3. Client agrees that any additional terms included in the Purchase Order signed by Client or otherwise agreed between Client and Leadgence shall be in addition to these Terms and Conditions.
3.4. For the purpose of optimizing the Services, Client shall provide Leadgence with feedback about the Services and the Data provided thereunder (the "Feedback"). Such Feedback shall include a monthly list detailing the results for the Data Leadgence has supplied, in a form reasonably acceptable to Leadgence. This information will be used to improve Leadgence’s algorithms and overall level of Services.
3.5. Client acknowledges that the Data provided to it as part of the Services are solely for its own use it shall not convey, sell, assign or otherwise transfer or provide them, or any part of them, to any third party, other than to its Affiliates.
3.6. Client shall promptly notify Leadgence of any unauthorized disclosure or use of the Data provided to Client in connection with the Services and shall assist Leadgence in preventing the unauthorized use thereof.
4. Intellectual Property
4.1. All content included in or made available through the Services (including without limitation the details of the Data provided to Client) and/or contained in Leadgence’s websites, such as text, graphics, logos, icons, images, files, audio clips, digital downloads, data compilations, and software is the sole property of Leadgence or its content suppliers and protected by United States and international copyright laws.
4.2. In addition, graphics, logos, page headers, icons, scripts, and service names included in or made available through the Services are trademarks or trade dress of Leadgence, and may not be used in connection with any product or service that is not operated by Leadgence, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Leadgence.
4.3. All algorithms, software, designs, processes and techniques developed or used by Leadgence in connection with the Services or otherwise, including without limitation developments resulting from Client’s Feedback, suggestions or requests, are the sole property of Leadgence, and nothing herein shall be deemed as granting to Client any right or license therein.
5.1. Client shall pay to Leadgence the amounts set forth in the Purchase Order (“Fees”), in a timely manner in accordance with the payment terms set forth in the Purchase Order.
5.2. Client shall pay the Fees to Leadgence against the issuance of a valid tax invoice by Leadgence. Unless agreed otherwise in the Purchase Order, the Consideration shall be paid net 30 days, (i.e each invoice shall be paid up to 30 (thirty) days after the end of the month in which it was delivered to the Client).
5.3. Client may challenge any invoice received from Leadgence within 30 days of its issuance. Failure of Client to challenge the invoice within the aforesaid period shall be deemed an approval of the invoice.
5.4. Any delayed payment shall be bear interest at the rate which is the lower of: (i) 1.5% per month; or (2) the maximum authorized rate under applicable law.
6.1. Leadgence may receive from Client information in connection with the Services which is confidential, proprietary or a trade secret of Client which is marked by Client as Confidential when disclosed or shortly thereafter (the “Confidential Information”).
6.2. Information that is or becomes (through no breach of any non-disclosure agreement) publicly known or that is generally employed by other parties operating in the Client’s field, or generic information or knowledge which Leadgence would have learned in the course of similar work elsewhere in the same field shall not be deemed Confidential Information.
6.3. Leadgence agrees to treat and keep all Confidential Information strictly confidential and to refrain from using or disclosing Confidential Information to third parties for any purpose other than as required to perform the Services.
7. Limitation of Liability.
In no event shall either party be liable toward the other party hereto, or any third party for loss of revenue or profits, loss of business, loss of information or data, or other financial loss, whether direct or indirect, or for any other incidental, special, indirect, consequential, or punitive damages of any kind, arising out of or in connection with the Services or these Terms and Conditions, whether or not such party was advised of the possibility of such damage. Leadgence’s aggregate liability arising from or in connection with the Services or otherwise under this Agreement, will not exceed the amount of fees paid by Client to Leadgence in the six (6) months period immediately preceding the event giving rise to such liability.
8. Relationship of the Parties. The sole relationship between the Client and Leadgence shall be that of independent contractors. Leadgence shall not be deemed to be, nor shall Leadgence be treated as, an employee of the Client.
9. Taxes. Leadgence shall be solely responsible for any income taxes or other assessments made or imposed on it by any governmental authority with respect to the Services rendered and the compensation received hereunder. All other taxes, including VAT to the extent applicable, shall be paid by Client. Moreover, Client shall not withhold any amounts from the Fees due to Leadgence for any reason whatsoever, including on account of taxes.
10. Governing Law and Jurisdiction. These Terms and Conditions shall be governed by the English law, without giving effect to the rules respecting conflicts of laws. The competent courts in England, shall have sole and exclusive jurisdiction over any dispute arising from or in connection with these Terms and Conditions.
11. Publicity. Leadgence may issue any press release, publicity statement or other public notice relating its engagement with Client, and may further publicize such engagement in its website, with prior notice to Client.
12. Notices. All notices and other communications by Client to Leadgence shall be sent by Email to: [email protected] Notices to Client shall be sent to Client’s Email specified in the Purchase Order.