Definitions and Interpretation
In these Terms and Conditions, the following expressions have the following meanings:
"LEADFUNNELS" means LEADFUNNELS, a Software As A service product registered to an IT company registered in United Kingdom, with its registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.
"Client" means the individual, firm or corporate body to whom LEADFUNNELS agrees to supply Services.
"Services" means the digital marketing services, including but not limited to search engine optimization, search engine marketing, social media marketing, and website design and development, to be provided by LEADFUNNELS to the Client.
"Agreement" means the agreement between LEADFUNNELS and the Client for the provision of Services incorporating these Terms and Conditions.
Agreement
2.1 These Terms and Conditions shall apply to all Services provided by LEADFUNNELS to the Client and shall prevail over any other terms or conditions provided by the Client.
2.2 No variation to these Terms and Conditions shall be binding unless agreed in writing by an authorized representative of LEADFUNNELS.
Services
3.1 LEADFUNNELS shall provide the Services to the Client as specified in the written agreement between LEADFUNNELS and the Client.
3.2 LEADFUNNELS may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements or which do not materially affect the nature or quality of the Services.
Charges and Payment
4.1 The Client shall pay LEADFUNNELS the charges for the Services as agreed in writing between the parties.
4.2 LEADFUNNELS shall invoice the Client monthly or as otherwise agreed in writing. Payment is due within 30 days of the date of the invoice.
4.3 If payment is not made by the due date, LEADFUNNELS shall be entitled to charge interest on the overdue amount at the rate of 4% per annum above the base rate of the central bank of the United Kingdom from time to time.
Termination
5.1 Either party may terminate the Agreement by giving not less than 30 days' written notice to the other party.
5.2 LEADFUNNELS may terminate the Agreement immediately if the Client breaches any of its obligations under these Terms and Conditions.
Liability and Indemnity
6.1 LEADFUNNELS's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the provision of the Services shall be limited to the amount of the charges paid by the Client for the Services.
6.2 LEADFUNNELS shall not be liable to the Client for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the provision of the Services.
6.3 The Client shall indemnify LEADFUNNELS against all claims, costs, and expenses which LEADFUNNELS may incur and which arise directly or indirectly from the Client's breach of any of its obligations under these Terms and Conditions.
Intellectual Property Rights
7.1 All Intellectual Property Rights produced from or arising as a result of the performance of the Services shall, so far as not already vested, become the absolute property of LEADFUNNELS, and the Client shall do all that is reasonably necessary to ensure that such rights vest in LEADFUNNELS by the execution of appropriate instruments or the making of agreements with third parties.
Force Majeure
LEADFUNNELS shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing , or any failure to perform, any of LEADFUNNELS's obligations in relation to the Services, if the delay or failure was due to any cause beyond LEADFUNNELS's reasonable control. Such causes may include, but are not limited to, acts of God, war, terrorist activities, strikes, lockouts, industrial action, fire, flood, drought, tempest, or failure of a utility service or transport network.
9. Confidentiality
9.1 Both parties agree to keep confidential any information obtained about the other party's business, customers, or suppliers and not to disclose it to any third party without prior written consent. This clause shall survive the termination of the Agreement.
9.2 The obligations of confidentiality under this clause shall not apply to information which:
a) is or becomes public knowledge other than by a breach of this clause;
b) is in the possession of the receiving party without restriction concerning disclosure before the date of receipt from the disclosing party; or
c) is obtained from a third party who is lawfully authorized to disclose such information.
10. Data Protection
Both parties shall comply with all applicable data protection laws in relation to the processing of personal data under the Agreement.
11. Waiver
No waiver by LEADFUNNELS of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
12. Severance
If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected.
13. Notices
Any notice to be given by either party to the other may be sent by either email, fax, or recorded delivery to the most recent email address, fax number, or postal address notified to the other party, and if sent by email shall, unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by fax shall be deemed to be served on receipt of an error-free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.
14. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of United Kingdom and the parties hereby submit to the exclusive jurisdiction of the United Kingdom’s courts.