In these terms, unless the context otherwise requires, the following words have the following meanings:
"Agreement" means this master services agreement (including any document referred to in it).
"Business Day" means a day (other than a Saturday or a Sunday) on which retail banks are open for over-the-counter business in the City of London.
“Client” means the customer who has agreed a Service Agreement with LeadPro.
“Client Data” means any data or other information provided by the Client, a member of the Client Group and/or End Users for the purposes of using the Services and/or facilitating LeadPro’s provision of the Services.
“Client Group” means the Client together with its Group Companies.
"Conﬁdential Information" means any know-how, any trade or business secrets,
any commercial, ﬁnancial, business, technical or other conﬁdential information of whatever nature relating to the business of a Party including these terms and all Service Agreements (whether written, oral or in electronic or other form) which is clearly designated by a party as being conﬁdential (whether or not it is marked as conﬁdential) or which can reasonably be expected to be recognised as conﬁdential, that the other party obtains, receives or has access to as a result of these terms and each Service Agreement (or any discussions prior to the execution of these terms or Service Agreement).
“End User” means a customer of the Client;
“Fees” means the fees set out in the Order Form;
“Initial Term” means in relation to each Service the period of time from the Order Commencement Date specified as the initial term in the applicable Order Form (if any).
“Group Companies” means, in relation to a Party, that Party and any subsidiary or holding company (as those terms are deﬁned in the Companies Act 2006) or any corporate person with an immediate or ultimate holding in common with that Party.
“LeadPro” means either Property Technology Limited (company number SC528448) or Briefyourmarket Limited (company number 06503130) t/a Lead pro and part of Nurtur Group Limited (company number 09210707)
"LeadPro Data" means data or other information provided by LeadPro for the purpose of delivering the Services or facilitating the Client's use of the Services (which for the avoidance of doubt shall not include or be derived from any Client Data).
“Normal Business Hours” means 9.00 am to 5.00 pm local UK time on a Business Day.
“Order Commencement Date” means in respect of a Service, the commencement date specified in the applicable Order Form.
“Order Form” means each Order Form forming part of a Service Agreement entered into by the Parties.
“Party” means each of LeadPro and the Client.
“Product” means each product used by LeadPro to provide the Services.
“Service Agreement” means each service agreement entered into by the Parties;
“Services” means each service specified in a Service Agreement.
“Term” means the term of this Agreement between the Parties.
"VAT" means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature in any other applicable jurisdiction.
In these terms, unless the context otherwise requires:
(a) words in the singular include the plural and vice versa and words in one gender include any other gender;
(b) a reference to a statute or statutory provision includes:
i. any subordinate legislation (as deﬁned in section 21(1), Interpretation Act 1978) made under it; and
ii. any statute or statutory provision which modiﬁes, consolidates, re-enacts or supersedes it whether such statute or statutory provision comes into force before or after the date of these terms;
(c) a reference to any party includes its successors in title and permitted assigns;
(d) a reference to a clause is to a clause of these terms;
(e) the words "includes" or "including" shall be construed as illustrative only and shall not limit the generality of the preceding words;
The terms of this Agreement are incorporated into and apply to each Service Agreement save that if there is any conﬂict or inconsistency between any clause of these terms and the terms of an Order Form or Service Agreement, then the terms of the Order Form or Service Agreement shall take precedence.
2.1. LeadPro will provide the Services to the Client and/or any relevant member of the Client Group (as the case may be) in accordance with these terms and the applicable Service Agreement in every material respect.
2.2. LeadPro will use reasonable endeavours to make the Services available 24 hours a day seven days a week during the Term, provided that LeadPro will be under no obligation to provide any Services:
(a) during periods of planned maintenance, which are usually carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and/or
(b) during periods of unscheduled maintenance performed where practicable outside Normal Business Hours.
2.3. LeadPro will use reasonable endeavours to provide the Client with at least 10 Business Days’ notice of planned maintenance, and where practicable at least 5 Normal Business Hours’ notice of unscheduled maintenance.
3.1. Fees are payable for the Services or Products provided to you under a Service Agreement. Fees vary depending on the Services and/or Products you elect to receive.
3.2. Fees for the month in which are Services commence are payable on the first day of commencement of the relevant Service and fees for the month in which Products are delivered to you are payable on access to the Products being made available to you, in each case calculated on a proportionate daily basis. Thereafter, Fees are payable monthly in advance on or before the first day of the month in question.
3.3. All payments due to be paid by the Client under this Agreement will be made without deduction whether by way of counterclaim, set-off or otherwise unless the Client has a valid court order requiring an amount equal to the deduction to be paid to LeadPro.
3.4. If Fees are paid by a method other than direct debit, LeadPro shall be entitled to invoice the Client a surcharge per month of £30 plus VAT.
3.5. LeadPro shall be entitled to vary the Fees if at any time the cost to LeadPro of providing the Services increases and in any event with effect from each anniversary of the Order Commencement Date by not more than 5%. LeadPro will give the Client at least 30 days’ notice of any increases and the variation will become effective at the end of the period specified in LeadPro’s notice to the Client.
3.6. The Fees shall be paid in pounds sterling and shall be exclusive of any applicable VAT for which the Client shall be responsible.
3.7. If LeadPro has not received payment of any due amount, without prejudice to any other rights and remedies of LeadPro:
(a) LeadPro may suspend access by the Client to all or part of the Services and LeadPro shall be under no obligation to provide (and may at its discretion stop providing) all or any part of the Services while such amount remains unpaid; and
(b) suspend the supply of any Services until the Client has paid all amounts outstanding; and
(c) LeadPro shall charge interest on the outstanding sum from the date when such payment was due until the date of actual payment at an annual rate which is 4% above the sterling overnight index average rate administered by the Bank of England. Such interest shall accrue daily and shall be compounded annually.
4.1. In this clause 4:
(a) Controller, Data Subject, Personal Data, Personal Data Breach, Processor and processing shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
(b) Data Protection Laws means any applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including:
i. the Data Protection Act 2018 and the UK GDPR (as defined in that Act);
ii. any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and
iii. all guidance, guidelines, codes of practice and codes of conduct issued by any relevant supervisory authority relating to such Data Protection Laws;
(c) Protected Data means Personal Data received from or on behalf of the Client, or otherwise obtained in connection with the performance of LeadPro’s obligations under these terms (including any Client Data which comprises Personal Data) as described in a Service Agreement;
(d) Sub-Processor means any agent, subcontractor or other third party engaged by LeadPro (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data; and
(e) supervisory authority means any regulator, authority or body responsible for administering Data Protection Laws.
4.2. Unless otherwise expressly stated in these terms this clause 4 shall prevail over any other provision of these terms in the event of any conﬂict.
Compliance with Data Protection Laws
4.3. The parties agree that the Client is a Controller and that LeadPro is a Processor for the purposes of processing Protected Data pursuant to these terms. Both Parties shall at all times comply with Data Protection Laws where applicable to these terms and/or the Services.
4.4. LeadPro shall only process (and shall ensure that its personnel only process) the Protected Data in accordance with the Client’s written instructions from time to time (including when making any transfer to which clause 4.9 relates) except where otherwise required by applicable law (and in such a case shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). LeadPro shall promptly inform the Client if it reasonably considers that any instruction relating to the Protected Data infringes or may infringe any Data Protection Law. LeadPro shall not be liable for a breach of this clause 4 caused directly as a result of it following the instructions of the Client or a member of the Client Group.
4.5. LeadPro shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against unauthorised or unlawful processing and accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
Sub-processing and personnel
4.6. LeadPro shall:
(a) only permit any processing of Protected Data by Amazon Web Services, Inc (or such other hosting services provider as is notified to the Client from time to time) and its own employees that are subject to an enforceable obligation of conﬁdence with regards to the Protected Data;
(b)ensure that access to Protected Data is limited to persons who need access to it to supply the Services; (c) prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a binding written contract containing obligations equivalent to those contained in this clause 4 in respect of Protected Data;
(d) remain fully liable to the Client under these terms for all the acts and omissions of each Sub-Processor and each of its personnel as if they were its own; and
(e) ensure that all persons authorised by LeadPro or any Sub-Processor to process Protected Data are reliable and:
i. adequately trained on compliance with this clause 4 as applicable to the processing;
ii. informed of the conﬁdential nature of the Protected Data and that they must not disclose Protected Data;
iii. subject to a binding and enforceable written contractual obligation to keep the Protected Data conﬁdential; and
(f) provide relevant details and a copy of each agreement with a Sub-Processor to the Client on request.
4.7. LeadPro shall (at the Client’s cost):
(a) promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as the Client reasonably requires in relation to the fulﬁlment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws); and
(b) provide such information, co-operation and other assistance to the Client as the Client reasonably requires (taking into account the nature of processing and the information available to LeadPro) to ensure compliance with the Client’s obligations under Data Protection Laws, including with respect to:
i. security of processing;
ii. data protection impact assessments (as such term is deﬁned in Data Protection Laws);
iii. prior consultation with a supervisory authority regarding high-risk processing; and
iv. any remedial action and/or notiﬁcations to be taken in response to any Personal Data Breach and/or any complaint or request relating to either Party’s obligations under Data Protection Laws relevant to these terms, including (subject in each case to the Client’s prior written authorisation) regarding any notiﬁcation of the Personal Data Breach to supervisory authorities and/or communication to any affected Data Subjects.
4.8. LeadPro shall record and refer all requests and communications received from Data Subjects or any supervisory authority to the Client which relate (or which may relate) to any Protected Data promptly (and in any event within three days of receipt) and shall not respond to any without the Client’s express written approval and strictly in accordance with the Client’s instructions unless and to the extent required by law.
4.9. LeadPro shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the UK/EEA without the prior written consent of the Client, and such consent may be subject to LeadPro as data processor entering into, or procuring that the ultimate recipient of the personal data based outside the UK or EEA, enters into an appropriate agreement incorporating the terms of the Standard Contractual Clauses for the transfer of data to processors as adopted by the Information Commissioner from time to time.
Records and audit
4.10. LeadPro shall maintain written records of all categories of processing activities carried out on behalf of the Client. Such records shall include all information necessary to demonstrate its and the Client’s compliance with the Data Protection Laws and such other information as the Client may reasonably require from time to time.
4.11. LeadPro shall (and shall ensure all Sub-Processors shall) promptly make available to the Client such information as is reasonably required to demonstrate LeadPro’s compliance with its obligations under this clause 4 and the Data Protection Laws, and allow for, permit and contribute to audits, including inspections, by the Client (or another auditor mandated by the Client) for this purpose at the Client’s request from time to time. LeadPro shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection.
4.12. LeadPro shall promptly (and in any event within 24 hours):
(a) notify the Client if it (or any of its Sub-Processors or personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data; and
(b) provide all information as the Client requires to report the circumstances referred to in clause 4.12(a) to a supervisory authority and to notify affected Data Subjects under Data Protection Laws.
4.13. LeadPro shall (and shall ensure that each of the Sub-Processors and personnel shall) promptly, at the Client’s written request, either securely delete or securely return all the Protected Data to the Client in such form as the Client reasonably requests after the earlier of:
(a) the end of the provision of the relevant Services related to processing of such Protected Data; or
(b) once processing by LeadPro of any Protected Data is no longer required for the purpose of LeadPro’s performance of its relevant obligations under these terms,
and securely delete existing copies (except to the extent that copies have been made in accordance with LeadPro’s routine back-up procedures or storage of any such data is required by applicable law and, if so, LeadPro shall inform the Client of any such requirement).
4.14. The Client will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of Protected Data to LeadPro for the duration and purposes of each Service Agreement.
4.15. LeadPro records all calls made to or by LeadPro for the purposes of training and quality, maintaining evidence of business transactions and the prevention or detection of crime or fraud.
4.16. This clause 4 shall survive termination or expiry of this Agreement for any reason.
5.1. Subject to this clause 5, LeadPro will provide the Services materially in accordance with the description and/or service levels set out in a Service Agreement and with reasonable skill and care.
5.2. LeadPro shall not be responsible and shall have no liability to the Client or any member of the Client Group for losses or damages arising directly or indirectly from:
(a) breach of these terms or a Service Agreement by the Client or a member of the Client Group;
(b) failure by the Client or member of the Client Group to comply with the reasonable instructions of LeadPro in relation to the delivery of the Services or use of the Services;
(c) any modiﬁcation or alteration of the Services by the Client, any member of the Client Group, any End User and/or any third party; and/or
(d) problems, conditions, delays, delivery failures or other issues associated with the Client's network connections, data links or the internet.
5.3. LeadPro does not warrant or represent that the Client’s use of Services will be uninterrupted or error-free or that the Services, Product and/or the information obtained by the Client through the Services will meet the Client’s requirements. LeadPro is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet unless any such delay, delivery failure or other loss or damage is caused as a direct result of LeadPro's breach of clause 5.4.
5.4. LeadPro will comply with all applicable laws, regulations and codes of practice with respect to its activities under these terms. LeadPro conﬁrms that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms.
5.5. Nothing in these terms restricts LeadPro in any way from entering into similar agreements with third parties or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.
6.1. The Client shall (and shall procure that any relevant member of the Client Group shall):
(a) provide all reasonable and necessary support and cooperation to LeadPro in order for LeadPro to discharge its obligations under these terms and/or any Service Agreement;
(b) provide all reasonable and necessary access to such information, databases, computer servers and systems as may be required by LeadPro in order to provide the Services including but not limited to Client Data, security access information and conﬁguration services;
(c) comply with all applicable laws and regulations with respect to any matters contemplated by these terms;
(d) ensure that its network and systems comply with any relevant speciﬁcations provided by LeadPro at the date of these terms; and
(e) ensure that it has in place all necessary consents and licences necessary to enable its systems to access the Services and for LeadPro to provide the Services.
6.2. The Client will carry out its obligations under these terms and/or a Service Agreement in a timely and efﬁcient manner. If delays to the provision of Services occur as a result of a failure by the Client or any member of the Client Group to provide support or assistance to LeadPro (or otherwise comply with these terms), then LeadPro may in its sole discretion (acting reasonably) adjust any agreed timetable or delivery schedule in relation to the provision of the Services as it deems necessary.
6.3. The Client has sole responsibility for procuring and maintaining its network connections and data links from its systems to LeadPro’s data centers.
6.4. The Client will ensure that any member of the Client Group that enters into a Service Agreement pursuant to these terms will comply with these terms as if it were a party to it, and for such purposes references to Client will be construed as references to the relevant member of the Client Group.
7.1. This clause 7 sets out the entire ﬁnancial liability of each Party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other Party:
(a) arising under or in connection with these terms and any Service Agreement; and/or
(b) in respect of any representation, statement and/or tortious act or omission (including negligence) and whether arising under or in connection with these terms and any Service Agreement or otherwise.
7.2. Except as expressly and speciﬁcally provided in these terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms. The Client assumes sole responsibility for the results generated through its use of the Services.
7.3. Nothing in these terms excludes the liability of either Party for:
(a) death or personal injury caused by such Party’s negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any other liability to the extent that it cannot be excluded or limited as a matter of law.
7.4. Subject to clause 7.2 and clause 7.3, LeadPro shall not be liable to the Client (or to any member of its Client Group) for any damages or other losses howsoever arising from or in relation to:
(a) loss of proﬁts (whether direct or indirect);
(b) loss of income;
(c) loss of business;
(d) depletion of goodwill and/or similar losses;
(e) loss of, damage to or corruption of data or information;
(f) loss of opportunity;
(g) pure economic loss; and/or
(h) any special, indirect or consequential loss, costs, damages, charges or expenses, and whether arising in tort (including negligence and misrepresentation), breach of statutory duty, breach of contract, restitution, or otherwise.
7.5. Notwithstanding anything else in these terms, each Party's liability in contract, tort (including negligence or misrepresentation), breach of statute, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms shall be limited to 100% of the total Fees paid or payable in relation to the relevant Service Agreement pursuant to which such losses arose, in the twelve months preceding the date on which the claim arose.
7.6. Subject to these terms, the Client agrees that it shall be liable to LeadPro for any losses, damages and expenses suffered or incurred by LeadPro as a result of the use of the Services by the Client and any member of the Client Group.
7.7. Clause 7.5 shall not operate to limit either LeadPro’s or the Client’s liability in respect of:
(a) breach of Data Protection Laws;
(b) breach of the confidentiality provisions set out in clause 9;
(c) in the case of LeadPro, a claim by the Client pursuant to clause 8.2 and in respect of clauses 7(a), 7(b) and 7(c) the maximum liability of LeadPro or the Client (as appropriate) in relation to the relevant Service Agreement pursuant to which such claim shall be limited to £2,000,000 in the twelve months preceding the date on which the claim arose.
8.1. Subject to the Client and each member of the Client Group paying the Fees in accordance with these terms and any relevant Service Agreement and complying with these terms and any Service Agreement, LeadPro grants to the Client and/or any relevant member of the Client Group (as the case may be) a non-exclusive, non-transferable right to use the Services during the Term speciﬁed in the relevant Service Agreement.
8.2. LeadPro will indemnify the Client against all liabilities, costs, expenses, damages and losses and all other reasonable professional costs and expenses suffered or incurred by the Client arising out of or in connection with any claim brought against the Client for actual or alleged Infringement of a third party's Intellectual property rights as a result of the Client's use of the Services in accordance with these terms.
8.3. LeadPro will retain ownership of the rights it has over the Product and Services and any intellectual property it provides to the Client or any member of the Client Group in its performance of its obligations under these terms, including ownership of any materials provided to the Client or any member of the Client Group.
8.4. The Client shall (and shall procure that no member of the Client Group shall):
(a) not alter, modify, disassemble, decompile, reverse engineer or in any other way tamper with the Services, or attempt to do so in any way whatsoever;
(b) no access all or any part of the Product or Services in order to build (whether directly or through a third party) a product or service which competes with the Product and/or Services;
(c) not grant access to the Services to third parties or attempt to do so or purport to be entitled to do so;
(d) be responsible for the security of passwords given to the Client by LeadPro to enable the Client to use Products or access Services and not to divulge details of such passwords to any third party.
9.1. Each Party (a “Receiving Party”) shall keep conﬁdential and shall not disclose to any third party any Conﬁdential Information which it has acquired from the other party (“Disclosing Party”) or as a result of performing its obligations under these terms, and shall only use such Conﬁdential Information for purposes in connection with these terms. Such conﬁdentiality obligation shall continue after the termination of these terms.
9.2. Conﬁdential Information shall not include any information that:
(a) is or becomes publicly known other than through any act or omission of the Receiving Party;
(b) was in the Receiving Party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;
(d) is independently developed by the Receiving Party, which independent development can be reasonably demonstrated; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.3. LeadPro acknowledges that the Client Data is the Conﬁdential Information of the Client.
9.4. The Client acknowledges that the LeadPro Data is the Conﬁdential Information of LeadPro.
10.1. Each Service Agreement shall commence on the Order Commencement Date, when LeadPro shall invoice for Fees in accordance with clause 3. Each Service Agreement shall, subject to termination in accordance with clause 10.8, continue from the Order Commencement Date for the Initial Term, being either the contract length specified on the Order Form or where none is specified, a minimum of 12 months.
10.2. Unless terminated in accordance with clause 10.8, each Service Agreement shall automatically extend for a further period of 12 months (Extended Term”) at the end of the Initial Term and at the end of each Extended Term, subject to termination in accordance with clause 10.3.
10.3. Subject to clause 10.4, the Client may cancel a Service Agreement at any time by giving LeadPro not less than 30 days’ notice of its wish to cancel such Service Agreement and following receipt by LeadPro of the Client’s notice, such Service Agreement will end at the end of the Initial Term or at the end of an Extended Term, as appropriate.
10.4. Any notice given by the Client to cancel a Service Agreement under clause 10.3, shall be of no effect if, at the end of the Initial Term or at the end of an Extended Term, as appropriate:
(a) the Client has not paid any part of the Fees, or any VAT in respect of them, which was due to have been paid; or
(b) there is a subsisting material breach of the Client’s obligations under these terms or under the relevant Service Agreement.
10.5. If any notice to cancel a Service Agreement under clause 10.4 is of no effect, the relevant Service Agreement shall automatically extend for an Extended Term.
10.6. Termination of a Service Agreement shall not affect the continuation of this Agreement or any other Service Agreements then in force.
10.7. Termination of these terms shall not prejudice or affect:
(a) the rights and obligations of the Parties under any Service Agreement wholly or partially outstanding at the date of such termination; or
(b) any right of action or remedy which shall have accrued or shall accrue subsequently under these terms or any Service Agreement to either Party.
10.8. Without prejudice to any other rights or remedies either Party may have, either Party shall be entitled to terminate this Agreement and/or any Service Agreement immediately without liability to the other Party if:
(a) the other Party commits a material breach of any of these terms and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of the other Party being notiﬁed in writing of the breach;
(b) an order is made or a resolution is passed for the winding up of the other Party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other Party, or documents are ﬁled with a court of competent jurisdiction for the appointment of an administrator of the other Party, or notice of intention to appoint an administrator is given by the other Party or its directors or by a qualifying ﬂoating charge holder (as deﬁned in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
(d) a receiver is appointed of any of the other Party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other Party, or if any other person takes possession of or sells the other Party’s assets;
(e) the other Party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; and/or
(f) the other Party takes or suffers any similar or analogous action to those described in this clause in any other jurisdiction.
10.9. Upon termination of this Agreement for any reason each Party will:
(a) return or destroy, at the other Party’s option, any materials or data in its possession that contain Conﬁdential Information belonging to the other Party; and
(b) the Client shall immediately cease all use of the Services and all licences and rights granted under these terms shall immediately terminate; and
(c) any Fees due and other sums due to LeadPro but unpaid under all Service Agreements.
10.10. Upon termination of a Service Agreement for any reason the Client must immediately pay to LeadPro by way of compensation for loss of contract, a sum equal to the whole of the Fees that would (but for the termination) have been payable if the Service Agreement had continued for the duration of the unexpired period of the Initial Term or Extended Term, as appropriate, less a discount of 5% for accelerated payment.
11.1. LeadPro will not use or reproduce any of the Client's intellectual property rights (other than to the extent necessary to provide the Services) without the prior written consent of the Client.
12.1. Neither Party (an “Affected Party”) shall have any liability to the other Party under these terms if it is prevented from or delayed in performing its obligations under these terms or from carrying on its business as a result of any event outside its reasonable control including strikes, lock-outs or other industrial disputes (excluding those involving the workforce of the party seeking to rely on this clause), failure of a utility service, transport network, data or telecommunications network (inbound and outbound trafﬁc), act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, ﬁre, ﬂood or storm, or any similar or analogous event (“Force Majeure Event”), provided that the other Party is notiﬁed of such Force Majeure Event and its expected duration and subject to compliance with clause 12.2 below. Force Majeure Event does not include any event affecting a sub-contractor or supplier of the Affected Party unless that event is itself a Force Majeure Event or any event which could be mitigated or avoided by standard business recovery, disaster mitigation and back up processes.
12.2. The Affected Party shall:
(a) take all reasonable steps to prevent and avoid the Force Majeure Event;
(b) carry out its duties to the best level reasonably achievable in the circumstances of the Force Majeure Event;
(c) take all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable;
(d) notify the other party when the Force Majeure Event has stopped.
13.1. This agreement is a contract for the provision of services only. It does not, and shall not be construed, to create a joint venture, agency relationship or partnership between the Parties and neither Party shall have the authority to bind the other in any way (including to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
14.1. These terms do not confer any rights on any person or party other than the Parties to these terms and, where applicable, their successors and permitted assigns, pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.1. The Client shall not be entitled to assign, novate, sub-contract or otherwise deal with its rights and/or obligations under these terms or under a Service Agreement without the prior written consent of LeadPro, such consent not to be unreasonably withheld or delayed.
15.2. LeadPro may transfer, assign, charge, sub-contract or otherwise dispose of its obligations under these terms or under a Service Agreement
16.1. Except as expressly provided in these terms, the rights, powers and remedies conferred on any Party by these terms are cumulative and are additional and without prejudice to any right, power or remedy which it may have under general law or otherwise.
17.1. hese terms and any relevant Service Agreement constitutes the entire agreement with regard to the subject matter hereto, and supersedes any prior agreement, understanding or arrangement between the Parties, whether oral or in writing.
17.2. Each of the Parties acknowledges and agrees that in entering into these terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms or not) relating to the subject matter of these terms, other than as expressly set out in these terms.
18.1. All notices, requests, demands, and other communications hereunder shall be in writing and shall be given by express delivery service, hand delivery, or by certiﬁed mail, postage prepaid, return receipt requested, to the address or email speciﬁed in the Service Agreement (as updated in writing by either Party from time to time).
18.2. Notices shall be deemed effective upon receipt or upon attempted delivery if delivery is refused by the intended recipient or if delivery is impossible because the intended recipient has failed to provide a reasonable means for accomplishing delivery.
19.1. No variation of these terms shall be effective unless in writing and signed by or on behalf of each of the Parties provided that if the Client entered into these terms on LeadPro’s website, LeadPro shall be entitled to vary these terms to give effect to changes in applicable law or to the extent that the variation has no adverse effect upon the Services or the Fees, and LeadPro’s only obligation in relation to the variation shall be to post notice of the variation on its website prior to the variation taking effect.
20.1. No failure by a Party to exercise, and no delay by it in exercising, any right, power or remedy in connection with these terms will operate as a waiver of such right, power or remedy nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of such right, power or remedy or the exercise of any other rights, powers or remedies (whether provided by law or otherwise). No waiver of any breach of these terms shall be deemed to be a waiver of any subsequent breach.
21.1. If any provision (or part of a provision) of these terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
21.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modiﬁcation is necessary to give effect to the commercial intention of the Parties.
22.1. Each Party shall:
(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010 ("Relevant Requirements");
(b) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) have and maintain in place throughout the term of these terms its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and this clause 22, and shall enforce them where appropriate;
(d) comply with all applicable anti-slavery and human trafﬁcking laws, statutes, regulations from time to time in force including but not limited to the Modern Slavery Act 2015;
(e) have and maintain throughout the term of these terms its own policies and procedures to ensure its compliance; and
(f) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.
22.2. Any breach of this clause 22 shall be deemed a material breach of these terms for the purposes of clause 10.8(a).
22.3. For the purpose of this clause 22, the meaning of adequate procedures and foreign public ofﬁcial and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and (6) of that Act, and section 8 of that Act respectively. For the purposes of this clause 22 a person associated with LeadPro also includes any sub-contractor of LeadPro.
23.1. These terms and any Service Agreement, and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of the English courts in connection with any matter arising therefrom provided that either party may enforce any judgement of the English courts in the courts of any jurisdiction.