Terms and Conditions

Terms and Conditions for The Supply of Services

These Terms and Conditions apply to the provision of the services by Trueleads Ltd, a company registered in England and Wales under number 12551351 whose registered office is at First Floor 1 Des Roches Square, Witan Way, Witney, Oxfordshire, United Kingdom, OX28 4BE

Definitions and Interpretations

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

1.2 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

1.3 Words imparting the singular number shall include the plural and vice-versa.

2. The Contract

2.1 Unless otherwise stated or withdrawn, all quotations are valid for fourteen (14) days from the date of Quotation.

2.2 The Customer is deemed to have accepted these Terms and Conditions when they accept the Quotation or from the date of any performance of the Services (whichever happens earlier).

2.3 These Terms and Conditions and the Quotation forms the entire Contract between the Parties.

2.4 Either Party can cancel an order for any reason before the Customer’s acceptance (or rejection) of the Quotation.

2.5 The Customer acknowledges that they have not relied on any statement, promise or representation made or given by or on the Service Provider’s behalf.

2.6 Specific terms and conditions detailed in any Quotation will prevail over these conditions in the event of any conflict.

2.7 These Terms & Conditions apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.8 No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by the Service Provider or their appointed representative.

2.9 If the Customer wants to amend any details of the Services, the Customer must tell the Service Provider in writing as soon as possible. The Service Provider will use reasonable endeavours to make any required changes, and additional costs will be included in the Fees and invoiced to the Customer.

3. Supply of Services

3.1. The Service Provider warrants that it will use reasonable care and skill in its performance of the Services which will comply with the Quotation.

3.2. The Service Provider can make any changes to the Services necessary to comply with any applicable law or safety requirement. The Customer will be notified if this is necessary.

3.3. The Service Provider will use all reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the Quotation; however, time shall not be of the essence in the performance of its obligations.

3.4. If due to circumstances beyond the Service Provider’s control, including those set out in clause 14 below, the Service Provider has to make any change in the Services or how they are provided, the Customer will be notified immediately. The Service Provider will use reasonable endeavours to keep any such changes to a minimum.

3.5. Where the Quotation allows for a reasonable level of support access to the Service Provider by any means, what constitutes reasonable is at the Service Provider’s sole discretion. Should this be exceeded, the Service Provider may invite the Customer to purchase additional support time at the Service Provider’s current rates.

3.6 Any additional work or variations to the Quotation will only be undertaken upon acceptance of a separate Contract with all costs to be agreed by both Parties in writing before work commences.

4 Subscription Services

4.1 Subscription Services are for a fixed period (“Term”) of one year.

4.2 Subscriptions are auto renewed. Subscriptions can be cancelled up to sixty (60) days before the renewal date through emailing info@trueleads.com.

4.3 No refunds will be given for cancellation mid-Term.

4.4 Any request to downgrade a subscription will be made effective from the next renewal date.

4.5 Subscriptions will be billed monthly, quarterly or annually in advance unless otherwise agreed in writing.

5. Fees and Payment

5.1 The Fees for the Services are set out in the Quotation.

5.2 The Fees stated in the Contract does not include Value Added Tax (“VAT”). VAT will be charged at the prevailing rate. The Service Provider’s VAT registration number is GB 348998423. All payments are due in Pounds Sterling unless otherwise agreed in writing.

5.3 Additional charges may be applied for reasonable incidental expenses including, but not limited to:

• 5.3.1 travelling expenses, hotel costs, subsistence and any associated expenses,
• 5.3.2 the cost of services provided by third parties and required by the Service Provider for the performance of the Services,
• 5.3.3 the cost of any materials necessary for the provision of the Services.

5.4 The Customer must pay the Service Provider for any additional services provided that are not specified in the Quotation in accordance with the Service Provider’s then-current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between the Parties. The provisions of clause 5.3 also apply to these additional services.5.5 Invoices will be issued when the Services have been completed or on the dates set out in the Quotation.

5.6 Unless otherwise agreed in writing, all invoices are payable within fourteen (14) days of the invoice date. The Service provider accepts payment by Bank Transfer and Debit or Credit Card.

5.7 Time for payment shall be of the essence of the Contract.

5.8 Any charges or fees payable to any financial institution or bank for processing electronic payment in respect of the Customers order are the Customer’s responsibility and must be paid by the Customer. Any refund payable by the Service Provider to the Customer will not include an amount in respect of any such charges or fees.

5.9 No payment shall be deemed to have been received until the Service Provider has received cleared funds.

5.10 Any queries relating to an invoice must be received within seven (7) days from the date of the invoice. Until a query is resolved, the Customer remains liable to pay the undisputed part of an invoice within the original timescale detailed on it.

5.11 The Customer shall make all payments due under this Contract without any deduction, whether by way of set-off, counterclaim or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Service Provider to the Customer.

5.12 The Service Provider will issue payment receipts only at the Customer’s request.

5.13 If payment of the price or any part thereof is not made by the due date, the Service Provider may:

• 5.13.1 Cancel the Contract or suspend any further provision of Services or services to the Customer immediately. Any such suspension period shall be disregarded for contractual time limits previously agreed to complete the services.
• 5.13.2 Charge interest at 8% above the Bank of England base rate on late business debts under provisions in the Late Payments of Commercial Debts (Interest) Act 1998 on the unpaid amount starting from the day the invoice becomes overdue until paid whether before or after any court judgement. Such interest shall accrue daily and be compounded quarterly.
• 5.13.3 Apply a charge of £10 (to cover administrative expenses and not as a penalty) per reminder for overdue payment submitted to the Customer. The Service Provider shall be entitled to submit such reminders weekly once the invoice has become overdue.

6 Customer Obligations and Indemnity

6.1 The Customer shall co-operate with the Service Provider in all matters relating to the Services to ensure the timely and proper performance by the Service Provider of the Services.

6.2 The Customer must obtain any permissions, consents, licences or otherwise that the Service Provider needs and must give the Service Provider access to all relevant information, materials, properties, and any other matters it needs to provide the Services.

6.3 The Customer shall be on time for any planned meetings or calls. Should circumstances change and the Customer cannot make a scheduled meeting or call, a minimum of 24 hours’ notice should be given to the Service Provider to rearrange. Any meeting cancelled within 24 hours of the scheduled date and time may incur additional charges.

6.4 If the Service Provider’s performance of any of the Service Provider’s obligations in respect of the work is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

6.5 The Service Provider shall, without limiting its other rights or remedies, have the right to suspend performance of the work until the Customer remedies the Customer Default and to rely on the Customer Default to relieve the Service Provider from the performance of any of the Service Provider’s obligations to the extent the Customer Default prevents or delays the Service Provider’s performance of any of the Service Provider’s obligations.

6.6 The Service Provider shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Service Provider failure or delay to perform any of its obligations as set out in this clause 6; and

6.7 The Customer shall reimburse the Service Provider on written demand for any costs or losses sustained or incurred by the Service Provider arising directly or indirectly from the Customer Default.

7 Cancellation

7.1 Subject to any minimum terms the Customer may cancel this Contract by giving the Service provider sixty (60) days’ notice in writing.

7.2 No refunds will be given for cancellations made partway through a fixed term, and the Customer will be invoiced for and be liable to pay for any remainder of the term.

8 Right of Termination

8.1 The Service Provider reserves the right to terminate the Contract with immediate effect in the event of any of the following:

8.1.1 The Customer passes a resolution for winding up (other than for solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

8.1.2 The Customer ceases to carry on their business or substantially the whole of their business; or

8.1.3 The Customers financial position deteriorates to such an extent that, in the Service Provider’s opinion, the Customer’s capability to fulfil their obligations under these Terms adequately has been placed in jeopardy.

8.2 If either Party breaches a material provision under this Contract, and, in the case of a breach capable of being remedied, fails to remedy it within fourteen (14) days of being given written notice of the breach, the non-defaulting Party may terminate this Contract immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

8.3 All notices of termination of the Contract should be submitted to the other Party in writing.

9 Consequences of Termination

9.1 On termination of the Contract for any reason, all outstanding unpaid invoices and interest become immediately payable.

9.2 The accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

9.3 Clauses that expressly or implicitly have effect after termination shall continue in full force and effect.

10 Connecting to Third-Party Websites and Services

10.1 The Service connects to third-party services not owned or controlled by the Service Provider.

10.2 The Service Provider has no control over and assumes no responsibility for these third-party sites’ content, privacy policies, terms of use, or practices.

10.3 The Customer acknowledges and agrees that the Service Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through the Service provider’s website and it Services.

10.4 The Service Provider strongly advises the Customer to read the terms and conditions and privacy policies of any third-party websites or services they visit.

10.5 Third-party services enable data to be passed bi-directionally for reporting purposes.

11 Limitation of Liability

11.1 The Service Provider’s liability under these Terms and Conditions, in breach of statutory duty and tort or misrepresentation or otherwise, shall be limited as set out in this section.

11.2 The total amount of the Service Provider’s liability is limited to the total amount of Fees payable by the Customer under the Contract. The Service Provider is not liable (whether caused by the Service Provider’s employees, agents or otherwise) in connection with the Service Provider’s provision of the Services or the performance of any of the Service Provider’s other obligations under these Terms and Conditions or the Quotation for:

any indirect, special or consequential loss, damage, costs, or expenses or;

11.2.1 any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; or

11.2.2 any failure to perform any of the Service Provider’s obligations if such delay or failure is due to any cause beyond the Service Provider’s reasonable control; or

11.2.3 any losses caused directly or indirectly by any failure or the Customer’s breach in relation to the Customer’s obligations; or

11.2.4 any losses arising directly or indirectly from the choice of Services and how they will meet the Customer’s requirements or the Customer’s use of the Services.

11.2.5 The Customer must indemnify the Service Provider against all damages, costs, claims and expenses suffered by the Service Provider arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Customer or the Customer’s agents or employees.

11.3 Nothing in these Terms and Conditions shall limit or exclude the Service Provider’s liability for death or personal injury caused by the Service Provider’s negligence, for any fraudulent misrepresentation, or any other matters for which it would be unlawful to exclude or limit liability.

12 Intellectual Property

12.1 All materials provided in relation to the services, including graphics, code, text products, software, audio and design, are owned by the Service Provider or used by the Service Provider under License from the Owners. No content in whole or in part of the Service Provider’s materials may be copied, reproduced, uploaded, posted, displayed, linked to, or used in any way without its prior written permission. Any such use is strictly prohibited and will constitute an infringement of the Service Provider’s copyright and other intellectual property rights or, in the case of material licensed to the Service Provider, the owner of such materials.

12.2 The Service Provider reserves the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

13 Disclaimer

13.1 The Customer’s use of the Service is at their sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

13.2 The Service Provider, its principals, subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet the Customer’s requirements.

14 Events Outside of the Service Provider’s Control (Force Majeure)

14.1 Neither Party is liable for any failure or delay in performing their obligations where such failure or delay results from any cause beyond the reasonable control of that Party. Such causes include, but are not limited to industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemic, epidemic, governmental action or any other event that is beyond the control of the Party in question.

14.2 If the delay continues for 90 days, either of the Parties may terminate or cancel the Services to be carried out under these Terms and Conditions.

15 Confidentiality

15.1 In the absence of a separate Non-Disclosure Agreement between the Parties, this clause 15 shall apply.

15.2 Each Party acknowledges that in connection with this Contract, it may receive certain confidential or proprietary technical and business information and materials of the other Party (“Confidential Information”).

15.3 Each Party, its agents and employers, shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Contract except as may be required by a court or governmental authority of competent jurisdiction.

15.4 Notwithstanding the preceding, Confidential Information shall not include any information in the public domain or that becomes publicly known through no fault of the receiving Party or is otherwise correctly received by a third party without an obligation of confidentiality.

15.5 On the conclusion or termination of the Contract, both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause.

16 Data Processing

16.1 The Client will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by processing (in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data), taking into account the state of the data, the costs of implementation and the nature, scope, context and purposes of the processing of personal data, as well as the risk of and the severity of interference with the rights and freedoms of the data subjects (if any).

16.2 Ensure that access to personal data is limited to those employees who need access to such personal data to meet GDPR requirements and that such employees shall respect and maintain the confidentiality and security of such personal data.

16.3 Once the data is shared by Trueleads Ltd to the Client, the Client becomes the data controller and data processor of the data and is therefore responsible for all relevant laws and regulations pertaining to territory and data held.

16.4 The Client orders data on a credit-based system and no refunds will be given on unused credits.

16.5 The Credits requested are laid out in the Quotation and remain valid for 14 days from the date of the quotation.

17 Data Protection

17.1 ‘Data Protection Legislation’ refers to The Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced, or updated from time to time.

17.2 When supplying the Services to the Customer, the Service Provider may gain access to or acquire the ability to transfer, store or process personal data of the Customer’s employees.

17.4 The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the Data Protection Legislation.

17.5 To avoid doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the Data Protection Legislation.

17.6 The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the processing and refrain from Processing any Personal Data for its own or any third party’s purposes.

17.7 The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation or regulations.

17.8 The Service Provider shall implement and maintain technical and organisational security measures required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

17.9 Further information about the Service Provider’s approach to data protection is specified in its Data Protection Policy, found on its website. For any enquiries or complaints regarding data privacy, please email info@trueleads.com.

18 Complaints, Communication and Contact Details

18.1 If you wish to contact the Service Provider with questions or to make a complaint, please get in touch by email at info@trueleads.com

18.2 Trueleads strives to provide excellent customer service and would appreciate every opportunity to resolve any dispute swiftly and amicably.

19 Notices

19.1 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the Party giving notice (or a duly authorised officer of that Party).

19.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours when Business Hours next begin after the relevant time set out below):

19.2.1 where the notice is delivered personally at the time of delivery.

19.2.2 where the notice is sent by first class post, 48 hours after posting; and

19.2.3 where the notice is sent by email at the time of the transmission (providing the sending Party retains written evidence of the transmission).

19.3 All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other Party.

20 Other Important Terms

20.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other Party in any way, or contract in the name of or create a liability against the other Party.

20.2 This Contract represents the entire Contract between the parties regarding the supply of Services. It shall prevail over any conditions contained or referred to in any of the Customer’s documents or otherwise.

20.3 If any part of this Contract is found to be void or unenforceable by any court of competent jurisdiction, such part shall be severed from this Contract, which will otherwise remain in full force and effect.

20.4 These terms shall remain in force until altered in writing and signed by both parties.

20.5 The failure by the Service Provider at any time or for any period to enforce any one or more of these terms and conditions shall not be a waiver of them or a waiver of the right to enforce such terms and conditions on a future occasion.

20.6 The Service Provider may transfer or subcontract its rights and obligations under these terms to another person or organisation, but this will not affect the Customer’s rights or the Service Provider’s obligations under these terms.

20.7 The Customer may not assign this Contract or any rights or obligations under it without the Service Provider’s prior written consent.

20.8 A person who is not a party to the Contract shall have no rights under the Contract according to the Contracts (Rights of Third Parties) Act 1999.

21 Governing Law and Jurisdiction

21.1 This Contract shall be governed by and interpreted according to the law of England and Wales. All disputes arising under the Contract (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Last Updated: Feb 2024