T&C’s Lead Generation

1. Subject matter of the Agreement
1.1 u123 Ltd., 1 Trebah Square, Fairford Leys, Aylesbury, HP19 7AL (hereafter
referred to as “u123”), operates a variety of online campaigns
and internet sites (among them iPhone repair sites and topical
information sites). These internet sites (including this one and others) generate
leads for the client.
1.2 In addition to the services described under Point 1.1 u123
also provides other services in digital marketing. A
detailed up-to-date list of these services can be requested from
u123 at any time.
2. Scope of General Terms and Conditions, offers, contract
conclusion
2.1 These terms and conditions shall apply to all services provided
by u123 in connection with the agreement on lead generation.
2.2 Any general terms and conditions of the Client are excluded.
u123 hereby expressly rejects the applicability of any general
terms of business of the Client. This express rejection will
extend to any general terms and conditions received by u123
or any reference made by the Client to any such terms, without
u123 being required to reiterate this rejection in every such
case. Specifically, the provision of services or their acceptance
shall not be interpreted as u123's consent to any such terms.
Any further express inclusion of these General Terms and
Conditions by reference will not be necessary for follow-up
business.
2.3 All offers made by u123 are subject to change, unless the
relevant offer states otherwise. Any and all agreements
between u123 and the Client must be made in writing. This
shall also apply to any amendments to this stipulation requiring
written form.
3. Information, advertising materials, legal subrogation,
compliance
3.1 The client shall provide u123, within 5 working days of the
start of contractually agreed services, with all information and
materials required for the orderly execution of the service, in
particular a logo from the client and, if applicable, a digital
photograph of the prize of a prize draw. If the advertising
materials provided prove to be unsuited or partially unsuited
(due to presentability issues or bad performance/conversion) for
the service (implementation/mailing), u123 is entitled to make
either contextual or technical changes or corrections to the
materials in order to optimize the presentability or
performance/conversion. Alternatively, u123 has the right to
return the materials based on stated reasons. In this case the
client shall provide u123 immediately with new materials that
take into consideration the reasons originally given for returning
the old materials. All costs, charges and lost profits due to the
delayed or nonexistent assistance from the client are to be
reimbursed. All rights to works created by u123 remain with
u123.
3.2 The client grants u123 the appropriate rights to execute the
contractual service and guarantees to be either the owner of
these rights or have the authorization to grant these rights to
u123.
3.3 The client confirms that carrying out the service in accordance
with the contract will not violate legal provisions or the rights of
third parties. In particular, the client is solely responsible for the
legal compliance of the content of the advertising materials
provided/specified by the client, and for the legal compliance of
the service or product advertised for. In particular, the client will
ensure that there are no sexual or pornographic representations
in the advertising material, that no names or terms are used that
indicate sexual or pornographic programs or promote content
with sexual or pornographic elements or elements that may be
harmful to youth, and that the client has attained all required
legal authorization from the appropriate governmental agencies
for the service or product advertised for. u123 is not obliged to
check orders for legal compliance.
3.4 Upon first request, the client will indemnify u123 in respect of
all losses, damages and costs including the costs of legal action
against u123 (including fees for legal representation) arising
from a breach of law or breach of these terms and conditions
by the client, to the extent that expenses are incurred in
defending against claims by third parties, including claims by
the appropriate supervisory authorities.
4. Lead generation
4.1 u123 asks the interested party for express consent to
forward contractually agree profile and personal data to the
client and to use this personal data vis-à-vis the client for the
purposes stated in the contract.
4.2 The consent is collected in the contractually agreed process.
Liability for the authenticity of the consent can only be
assumed if consent is given in the double opt-in process. In
the double opt-in process it is confirmed by an invitation
email, that an email address has not been abusively entered
by a third party in a web form.
4.3 is only guaranteed ff this exclusivity is expressly agreed to in
the contract. If this is not the case, leads can be generated
for multiple clients at the same time.
4.4 Addressees that have already expressed to the Client that
they do not want to be contacted by that Client are to be
announced to u123 before the start of lead generation
within the term of notice indicated in Point 3.1 of these terms
and conditions. If the address data of such an addressee is
submitted by u123, the client is not allowed to contact that
addressee.
5. Data transfer, data usage
5.1 u123 will transfer the generated leads to the client on the
contractually agreed dates. The data is sent unencrypted in
an email unless otherwise contractually agreed.
5.2 The client is obligated to use the leads solely for the intended
contractual purpose, for which consent has been given by the
lead. The client is not authorized to use the leads for third
parties without consent (unless the contract states
otherwise), or to transfer the data to third parties (outside of
commissioned data processing).
5.3 From the moment the data is transferred, the Client is owner
of the data and assumes legal responsibility for the protection
of the data according to applicable data protection laws.
5.4 u123 is entitled to integrate control data sets into the
transferred leads. If it can be proven that at least one data set
has been improperly used according to Point 5 of these terms
and conditions, the client is obligated to pay liquidated
damages of at least five times the invoice amount of the
order value of the contractual item.
6. Complaint causes
6.1 In case of a valid complaint cause concerning a particular
lead, the lead is not to be remunerated. A valid complaint
cause is given in the following cases:
- missing attributes in contractually agreed required fields
- duplicate delivery of a data set within one calendar week
6.2 The Client is obligated to send u123 an email, within 5
working days of the transferred, with a list of leads for which
a valid complaint cause is given. The particular complaint
cause has to be specified for each lead. After the notice
period of 5 working days has expired, complaints for leads
can no longer be made. In case of a valid complaint, the
particular lead is considered not transferred and will be
refunded in the next invoice.
7. Provision of the service
7.1 Within 5 working days of the initial service provision, the
client is obliged to check if the service is provided in
accordance with the contract, and to inform u123 in writing
of any complaints. If the client does not make such an
announcement within this time or in this way, then the service
carried out is considered to be in accordance with the
contract.
7.2 Complaints and demands for information addressed directly
to the Client (regarding issues of competition or data
T&C’s Lead Generation
protection law) are to be handled by the client itself. u123 will
support the Client in an appropriate way.
7.3 u123 is not obligated to deliver the contracted service if the
Client is in breach of any legal provisions or infringes any
obligations held within these terms and conditions.
7.4 Should the non-performance of contractual services be
attributable to force majeure or other circumstances beyond
u123’s control, u123 shall not be required to fulfil the
contract for the duration of these events.
7.5 u123 is entitled to employ sub-contractors – also for lead
generation. The hiring of sub-contractors by u123 does not
affect the contractual obligations of u123 vis-à-vis the client.
7.6 After the contract has been fulfilled, u123 is entitled to destroy
any information or materials supplied by the client for the
execution of the service.
8. Payment conditions
8.1 All remuneration is subject to the legal applicable VAT.
Payments are due immediately after invoicing, with no
deductions. u123 is entitled to charge interest according to
legally regulated amounts if a delay in payment occurs. The
claim to other damages remains unaffected.
8.2 The Client can offset claims arising from this contract only
against undisputed or legally determined claims arising from
this contract.
8.3 u123 is entitled, despite contradictory terms from the client, to
offset existing older debts with incoming payments first. The
client will be informed of the type of settlement selected. If costs
and interest have already been incurred, u123 has the right to
apply the payment first to offset these costs, then to offset the
interest and lastly to offset the primary service.
8.4 If the client is in payment arrears or if an application is made to
open bankruptcy proceedings against it, then u123 can
withhold further services and submit an invoice for all services
already provided. In this case, u123 is entitled to make any
commitment to further services subject to the pre-payment of all
existing orders, even if they have already been contractually
agreed. This does not affect pecuniary claims and the
enforcement of further claims for damages.
9. Liability
9.1 u123 assumes, within legal terms, unlimited liability for
damages caused by injury to life, body or health that were
caused by intentional or grossly negligent behaviour on the part
of u123 or a legal representative or agent of u123.
9.2 For other damages, u123 assumes liability, within legal terms,
as follows:
u123 assumes unlimited liability for damages caused by
intentional or grossly negligent behaviour on the part of u123
or a legal representative or agent of u123, and for damages
that fall within the scope of protection governed by an u123
guarantee or warranty.
u123 assumes limited liability for the reimbursement of
predictable damages caused by a slightly negligent breach of
an essential contractual obligation.
For other instances of slight negligence u123 assumes no
liability.
9.3 The liability for data loss is limited to the typical costs of
recovery that would have been incurred for creating a
conventional backup copy and that conforms to the risk.
9.4 All claims for compensation against u123 will come under the
statute of limitations after one year.
9.5 If liability is excluded, then the personal liability of employees,
representatives, sub-contractors and other employees is also
excluded.
9.6 If the service is not carried out perfectly and its purpose is
significantly affected, the client can claim for it to be repeated
perfectly. This applies particularly in cases where u123 has
not carried out the service, or carried it out only in part, due to
technical malfunctions. A claim for a reduction in remuneration
may only be made if a repetition is not possible or is not
reasonable for the client. The client can set a suitable period for
the repetition. If the repetition is not performed within this
period, then the client can demand a repayment of
remuneration to the extent that the service was not carried
out properly.
9.7 If a service is not provided, or provided imperfectly, due to
the client not providing the required information or materials,
or providing incomplete, late or incorrect materials or
cooperation, the entire remuneration has to be paid by the
client.
9.8 u123 can not be held responsible for the availability of
telephone lines, the internet, electricity, or servers outside its
control.
10. Termination
The contract cannot be terminated during its agreed term.
u123 is entitled to terminate the contract with immediate
effect if the client is in breach of its obligations under point 5
of these terms and conditions.
11. Confidentiality, privacy/data protection
The Client is hereby notified that u123 stores the Client's
data in machine-readable form and processes such data
electronically for contractual purposes. The Client hereby
agrees to such storage. To the extent that u123 uses any
third parties for the performance of services, u123 shall be
entitled to make the relevant data available to such third parties
if and when required.
The content of this agreement and any other confidential
information must be treated as strictly confidential by the parties
and may only be disclosed to any third parties where this is
mandated by law. Information that was demonstrably known to
the Client and/or u123 at the commencement of their contract
negotiations or that entered into the public domain either before
or after conclusion of the contract, without wrongful act on the
part of the Client or u123, are not deemed to be confidential
information.
12. Miscellaneous
12.1 The exclusive legal venue for all disputes arising from or in
connection with the contractual relationship and place of
performance shall be London.
12.2 English law shall apply. The application of the United Nations
Convention on Contracts for the International Sale of Goods
is expressly excluded.
12.3 If any provision hereof is or becomes invalid or
unenforceable, in whole or in part, the remaining provisions
shall remain in full force and effect. In such cases, the invalid
or unenforceable provisions shall be replaced with valid and
enforceable provisions that come as close as possible to the
economic result of the original provision in the light of the
purpose and the intention of this agreement.