Terms of Service

Application and entire agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by  UK Data Leads Limited trading as Prospectabot, a company registered in England and Wales under number 30371516 whose registered office is at First Floor Office, 3 Hornton Place, London, W8 4LZ  (we or us or Prospectabot) to the person buying the services (you or Customer).

2. You are deemed to have accepted these Terms and Conditions when you make payment for an invoice from Prospectabot and these Terms and Conditions and the invoice, are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.

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

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

Services

7. Prospectabot agrees to run a bespoke business to business marketing campaign on behalf of the Customer.

8. Prospectabot will manage the service and provide leads directly to the Customer.

9. As part of the service, Prospectabot will source compliant data on behalf of the Customer for use with the bots. Alternatively the Customer may provide the data for use with the bots
10. Prospectabot will also write an email sequence that will be used as part of the service.
11. Both the data and email sequences will be approved by the Customer prior to being used by Prospectabot.
12. A setup period of 2 weeks is needed to get everything ready before Prospectabots can go live. 2 weeks is based on the Customer fulfilling their obligation in a timely manner, otherwise this period may be extended.
13. Prospectabot agrees to provide the minimum number of leads as set out in the invoice. If the invoice does not state a minimum number of leads, then there shall be no minimum.
14. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
The Customer agrees;
a) To complete the online setup form
b) To approve or amend the data and email sequenced in a timely manner.
c) That the setup process will not begin until payment has been received.
15. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Payment

16.     The payment for the Services are set out in the invoice.

17.     If you do not make the payment within 14 days of the invoice date, the invoice may be cancelled.

18.     The payment is inclusive of any appliable VAT.

19.     The payment is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).

20. Where the customer agrees to receive the Services for a longer period of time than 1 month and this is    expressly shown on the first invoice for the period;
a) We will invoice you for payment every calendar month on the same date as the first payment was received.
b) Payment for the invoice will be due within 7 days.
c) Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full
.d) All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
e) If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

21. Receipts for payment will be issued by us only at your request.

22. All payments must be made in GBP (£) unless otherwise agreed in writing between us.

Cancellation and amendment

23. Once payment for the invoice has been made, the Services can not be cancelled.

24. Where required, and at Prospectabots sole discretion, the Services may be postponed.

25. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes where possible.

26. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Termination

1. An invoice relates to the use of 1 or more Prospectabot for 1 month. Once paid this can not be cancelled.

2. Where the Customer has entered into a longer agreement (as detailed in clause ***) We can terminate the provision of the Services immediately if you:
a) commit a material breach of your obligations under these Terms and Conditions; or
b) fail to make pay any amount due under the agreement within 7 days of  the due date for payment. Please note, the payment for the rest of the agreed period will be invoiced and be due within 7 days; or
c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e.) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property

29. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

30. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

31. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

32. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a) any indirect, special or consequential loss, damage, costs, or expenses or;
b) 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
c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

33.Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

34. When supplying the Services to the Customer, Prospectabot purchase on behalf of the Customer, process and store data.

35. The parties agree that when such processing of data takes place by Prospectabot, Prospectabot shall be the ‘data controller’. Where the Customer uses the data separate to Prospectabot, the Customer shall be the ‘data controller’ as defined in the General Data Protection Regulation (GDPR).

36. For the avoidance of doubt, ‘Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR

37. Prospectabot shall only Process 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. Prospectabot shall not retain any Data longer than necessary for the Processing and refrain from Processing any Data for its own or for any third party’s purposes.

38. Prospectabot shall implement and maintain technical and organisational security measures as are required to protect Data Processed by Prospectabot on behalf of the Customer.

39. Further information about Prospectabot’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: compliance@prospectabot.com

‍40. The Customer agrees to abide by the General Data Protection Regulation (GDPR) for all data sourced and delivered to the Customer by Prospectabot

41. The Customer agrees that Prospectabot shall not be held liable for any fines or penalties arising out of the misuse of the data by the Customer.

Circumstances beyond a party’s control

42. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is 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, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.42.

Communications

43. 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)

44. Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c) on the fifth business day following mailing, if mailed by national ordinary mail; or
d) on the tenth business day following mailing, if mailed by airmail.

45. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

46. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

47. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

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