ANNEXE 1 – TERMS AND CONDITIONS
1. INTERPRETATION
1.1 Where the context permits or requires the defined terms below shall be interpreted as follows:
a. “Confidential Information” means any information disclosed by or relating to a party, including: information arising during the term of this Agreement; information about a party’s business affairs; information about a party’s operations, products or trade secrets; information about a party’s technology (including any know-how and source code) and any derivatives of any part of any of them and which (i) is marked or identified as confidential; or (ii) would be regarded as confidential by a reasonable business person;
b. “Data Protection Legislation” means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including the EU General Data Protection Regulation 2016/679 (“GDPR”) and any regulations implementing the GDPR or Privacy and Electronic Communications Directive 2002/58/EC;
c. “Initial Term” means the time period set out in the Commercial Terms;
d. “IPRs” means all copyrights and related rights, patents rights to inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights (including any database rights), topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
e. “Services” means the Services provided to the Client by Lead Forensics, as set out in Annexe 2;
f. “Purpose” means the purpose for which the Client may use the Services, as set out in the Commercial Terms;
g. “Start Date” means the date set out in the Commercial Terms;
h. “SLA” means the Service Level Agreement provided by Lead Forensics to the Client in accordance with Annex 2 of these Terms and Conditions;
i. “Term” means the period from the Start Date until the termination of this Agreement in accordance with clause 8.
1.2 Unless expressly stated otherwise, in the event of any inconsistency between the Commercial Terms, these Terms and Conditions and/or the annexe to the Terms and Conditions, the order of precedence shall be as follows:
1.2.1 Commercial Terms;
1.2.2 Terms and Conditions;
1.2.3 annex to the Terms and Conditions.
2. INTEGRATION
2.1 From the Start Date, Lead Forensics shall provide the Client with:
2.1.1 the Services; and
2.1.2 the SLA
2.2 The Client shall provide Lead Forensics with any information, assistance or access requested to enable the proper set-up of the Services.
3. INVOICE AND PAYMENTS
3.1 Both the annual fee and setup fee are excluding of VAT. This shall be added if applicable.
3.2 The Client will pay invoices within the payment terms as set out in the commercial terms and make such payments to the bank account nominated by Lead Forensics.
3.3 Payments made via a credit card will incur an additional 3% fee.
3.4 Time for payment of Fees is of the essence for the Agreement. In addition to any other rights or remedies of Lead Forensics, if the Client fails to make any payments by the due date or otherwise in accordance with this Agreement:
3.4.1 interest will accrue on such due amounts at an annual rate equal to 5% over the then current base lending rate of HSBC Bank plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment; and
3.4.2 Lead Forensics may immediately suspend the provision of the Services.
4. RIGHTS
4.1 Lead Forensics grants to Client a non-exclusive, royalty-free, worldwide licence, for the use of the Services.
4.2 The Client may not:
4.2.1 distribute, display, disclose or otherwise exploit the Services as expressly set out in this Agreement;
4.2.2 license, sell, rent, lease, transfer, or assign the Services to any third party;
4.2.3 create any derivative works of the Services;
4.2.4 develop (or instruct any third party to develop) a service that may reasonably be deemed to be competitive with the Services.
4.2.5 use the Services in any unlawful manner, or for any unlawful purpose.
4.3 Lead Forensics shall remain owner of all IPRs in the Services. Lead Forensics does not grant the Client any IPRs in respect of the Services or any related content or materials, unless expressly provided in this Agreement.
5. CONFIDENTIALITY
5.1 Each party will only use Confidential Information for the sole purposes of enjoying its rights and complying with its obligations under this Agreement. Each party will keep all Confidential Information strictly confidential and not disclose any part of any Confidential Information.
5.2 The obligations of confidentiality in this clause 5 will not apply to Confidential Information to the extent that it:
5.2.1 is in the public domain (other than as a result of a breach of this clause 5 or any a third party’s breach of a duty of confidentiality owed in respect of that Confidential Information);
5.2.2 it is already in the receiving party’s possession (other than as a result of a third party’s breach of a duty of confidentiality owed in respect of that Confidential Information);
5.2.3 is required to be disclosed by law or an order of a court of competent jurisdiction.
5.3 The obligations of confidentiality under this clause 5 will continue beyond the Term until such time as the information enters the public domain other than through the fault of the receiving party.
6. WARRANTIES
6.1 During the Term, each of the parties warrants to the other that:
6.1.1 it has full power and authority to enter into this Agreement and that it holds all licences and approvals necessary for the performance of its obligations under this Agreement; and
6.1.2 it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care.
6.2 Except as expressly provided in this section 6, the Services, their use and the results of such use are provided “as is” to the fullest extent permitted by law, and Lead Forensics makes no representations or warranties of any kind, whether express or implied (either in fact or by operation of law), with respect to the Services provided pursuant to this Agreement. Lead Forensics expressly disclaims all other warranties or conditions, including without limitation, warranties of merchantability or fitness for a particular purpose, all warranties arising from conduct, course of dealing or custom of trade, and all warranties of title and non-infringement.
7. LIABILITY
7.1 Except with respect to liability arising from death or personal injury caused by a party, or the fraud, fraudulent misrepresentation or fraudulent misstatements of a party, (a) neither party will be liable to the other for loss of profits, business, goodwill, anticipated savings, goods, contract, use or data, or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, and (b) the total liability of Lead Forensics to the Client whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement will be limited to the lower of (i) the total monies actually received by Lead Forensics from the Client under this Agreement and (ii) £500.
7.2 Lead Forensics shall defend Client against any claim, demand, suit, or proceeding made or brought against the Client by a third party arising out actual infringement by the Services of a valid registered U.K. patent or copyright owned by such third party (the “Claim”) and Lead Forensics shall indemnify Client for all damages and costs finally awarded against, and reasonable attorneys’ fees incurred by Client to the extent these are a direct result of a Claim, or those costs and damages agreed to in a monetary settlement of the Claim entered into by Lead Forensics.
7.3 Subject to clause 7.1, the total liability of Lead Forensics to the Client arising from the indemnity in clause 7.2 will be limited to 1 x the monies paid by the Client to Lead Forensics in relation to this Agreement in the 12 months prior to the Claim being raised.
7.4 The indemnity in clause 7.2 is conditional on the Client discharging the obligations set out in this clause. If any third party makes a Claim, or notifies an intention to make a Claim, the Client:
7.4.1 as soon as possible, gives written notice of the Claim to Lead Forensics, specifying the nature of the claim in reasonable detail;
7.4.2 does not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Lead Forensics;
7.4.3 gives Lead Forensics and its professional advisers sole right to control the defence and/or settlement of the Claim, in litigation or otherwise;
7.4.4 gives Lead Forensics and its professional advisers full and complete authority and information for the defence of the Claim; and
7.4.5 will reasonably cooperate with Lead Forensics in defending or settling any such Claim.
7.5 Notwithstanding any other provisions hereof, Lead Forensics shall have no obligation to indemnify or defend Client for any Claim, nor be required to pay losses, damages or expenses under clause 7.2, if the Claim arises out of, in whole or in part: (i) a modification of the Services by anyone other than Lead Forensics; (ii) use of the Services other than in accordance with the terms of this Agreement; (iii) use of a release of the Services without having implemented updates, the use of which would have cured the alleged infringement; (iv) any third party software; (v) use of the Services in combination with any third party hardware, software, database or materials where, absent such combination, the Services would not be infringing; or (vi) Client’s negligence or wilful misconduct.
7.6 Clauses 7.2 through 7.5 state Lead Forensics’ sole obligation, and Client’s sole and exclusive remedy, with respect to any IPR infringement or misappropriation claims relating to the Services.
8. TERM AND TERMINATION
8.1 This Agreement shall commence on the Start Date and remain in force for the Initial Term. At the end of the Initial Term, the Agreement shall automatically renew for successive periods, each equal in duration to the Initial Term as stated in the Commercial Terms, excluding any free-of-charge period (each a “Renewal Term”).
8.1.1 At the start of each Renewal Term, the Fees will increase by 3.5% or by the rate of the Consumer Price Index (CPI), whichever is higher.
8.1.2 Furthermore, if the website traffic level on the domain(s) disclosed in the Commercial Terms (and any associated amendments) increases by more than 20% over the current daily average traffic level during the trial period, Lead Forensics reserves the right to amend the Fees at the start of any Renewal Term in proportion to the increase in website traffic. Any such increase will be communicated to the Client no less than one month prior to the renewal date.
8.2 Either party may terminate this Agreement at the end of the Initial Term or the then-current Renewal Term by providing the other party with at least 90 days’ prior written notice. Such notice should be provided by the Customer to [email protected].
8.3 Either party may terminate this Agreement immediately by giving written notice if:
8.3.1 the other party is in material breach of this Agreement, and if remediable, fails to remedy such breach within 30 days of a written request to do so; or
8.3.2 if the other party ceases trading (or threatens to cease trading); is subject to an order for winding up; has an administrator or liquidator appointed (or such appointment is entitled or is requested in good faith); is the subject of a bankruptcy petition or order; becomes insolvent; is incapable of paying its debts as they fall due; makes any arrangement with its creditors for the payment of its debts.
8.4 Upon termination of this Agreement for any reason:
8.4.1 the Client shall cease the use of the Services;
8.4.2 provisions of this Agreement which are either expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, and any accrued rights and remedies, shall remain in full force and effect notwithstanding such termination.
9. DATA PROTECTION
9.1 The customer is solely responsible for data protection compliance with all applicable laws regarding their use of the product, the data, or portions thereof. Lead Forensics is the Data Processor, and the Customer is the Data Controller. Lead Forensics will use the authorised signatory on this contract to notify the customer of any compliance updates relevant to the service provided. The customer may contact [email protected] to update this information.
10. GENERAL
10.1 Lead Forensics may make amendments to this Agreement from time to time provided that such amendments are notified to the Customer in writing (“Amendment Notice”). Unless the Customer notifies Lead Forensics in writing within 14 days of the date of the Amendment Notice that such changes are not accepted by the Customer the proposed changes will be deemed accepted by the Customer. For the purposes of this clause “in writing” shall be via email to the customer notifications email address as stated in this order form. It is the customer’s responsibility to monitor this email account, and if they wish to change this email account they may do so by emailing [email protected] . No other representations or conversations form part of this contract.
10.2 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach. Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
10.3 During the Term and for the period of 12 months thereafter, neither party shall (or attempt to) solicit from the employment of the other party any person employed by such other party.
10.4 If a clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant clause will be deemed to be deleted).
10.5 Any notice given under this Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be delivered by email, delivered personally, sent by registered mail, for the attention of the relevant person, and to the relevant address or email address. A notice delivered by hand shall be deemed to have been received when delivered (or if delivered outside business hours, at 9 a.m. on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received 2 business days after posting. A notice provided by email shall be deemed to have been received at the time of transmission.
10.6 Lead Forensics shall not be in breach of this Agreement nor liable for any failure or delay to perform its obligations under this Agreement if that failure or delay is a result of a Force Majeure Event (whether or not reasonably foreseeable at the time of entering into this Agreement) making it impractical for Lead Forensics to perform its obligations. Force Majeure Event means an event beyond the reasonable control of Lead Forensics including but not limited to strikes; lock-outs, or other industrial disputes (whether involving the workforce of or any other party); internet outages; communications outages; failure of a utility service or transport network; act of God; war; riot; civil commotion; malicious damage; compliance with any law or governmental order or World Health Organisation rule, decision, regulation, guidance, recommendation, or direction; accident; breakdown of plant or machinery; fire; flood; storm; disease; epidemic; pandemic; or default of suppliers or subcontractors.
10.7 The Client shall not assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any contractual rights or obligations under this Agreement, without the prior written consent of Lead Forensics.
10.8 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
10.9 This Agreement will be governed by and construed in accordance with the laws of England and Wales, and the courts of England will have non-exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
ANNEXE 2 – SERVICES PROVIDED
This Annex sets out the services provided by Lead Forensics under the Master Services Agreement (MSA).
1. Services Offered
Lead Forensics will provide a comprehensive surveillance platform and automated reporting solution enabling the Client to:
-
- Full Platform Access: Access the surveillance platform to monitor activity from businesses visiting the Client’s website.
- Upload Lists: Upload lists of key businesses to monitor for specific activity.
- Realtime Alerts: Receive notifications for key businesses visiting the Client’s website.
- Scheduled Reports: Access scheduled reports summarising website activity, available daily, weekly, or monthly.
2. Business Information Limitations
For clarification, information will only be provided for businesses for which Lead Forensics holds data in its database, and only when such data is available.
3. Access and User Management
The Client will be able to add an unlimited number of users to the surveillance platform and automated reporting system.
4. Client Success Management Support
The Client will be assigned a dedicated Client Success Manager (CSM) to assist with:
-
- Onboarding and training sessions.
- Quarterly performance analysis and reporting reviews.
- Suggestions for improving the surveillance strategy and identifying trends.
- Ad hoc support
5. Onboarding Process
The onboarding process will be led by the Client’s assigned Lead Forensics CSM and will include the following stages:
-
- Welcome Call: Introductions and understanding of the Client’s surveillance objectives.
- Portal Demo and Training: A walkthrough of the Lead Forensics platform features and capabilities.
- Core Reporting Setup: Assistance with creating initial reports and setting up the Client’s surveillance strategy.
- Use Case Sessions: Tailored sessions to define specific surveillance objectives and implement a tailored reporting plan.
- Surveillance Plan Setup: Development and execution of a plan to maximise surveillance effectiveness.
6. If applicable, Lead Forensics Development Team will work with the Client-nominated implementation team to complete the following phases:
-
- Discovery: to agree on how the client will use the Lead Forensics data.
- Workflow design: to confirm the routing of the Lead Forensics data within the clients CRM specified in the commercial terms or where applicable.
- Testing: to be completed within the Client’s Sandbox or other test environment.
- Validation: to confirm all business rules are being processed correctly. The Client will be able to view the results of the tests and be able to approve the results or provide instructions to remedy any issues with the results required for such approval.
- Refine and Go Live: Lead Forensics will make any changes as required and provide a final version to the Client for sign-off in writing. Once the Client has signed off on the integration, it will go live on all platforms and Lead Forensics will monitor the activity to ensure that everything is working correctly.
SERVICE LEVEL AGREEMENT (“SLA”)
1. This SLA applies to the Services provided by Lead Forensics to the Client.
2. Service Commitment: The Services will be available with a monthly uptime percentage of at least 99% (on the basis of twenty-four hours a day, seven days a week), subject to the exclusions set out in paragraph 3.
3. Service Commitment Exclusions: The service commitment set out in paragraph 2 does not apply to any unavailability, suspension or termination of the Services or any performance issues:
3.1 caused by scheduled maintenance of which Lead Forensics provided reasonable written notice (email sufficient);
3.2 caused by factors outside of Lead Forensics’ reasonable control, including a Force Majeure Event and internet access issues;
3.3 that result from any actions or inactions of the Client or any other third party; or
3.4 that result from the equipment, software or other technology of the Client or any third party.
| V1 | Last modified January 2025 |
