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Lead Generation Terms & Conditions

Last updated 7th of November, 2022

1. Definitions

In these Conditions the following words have the following meanings:

 

"Act" – means the Data Protection Act 1998, Data Protection Directive 95/46/EC and the Privacy and Electronic Communications [EC Directive] Regulations 2003 [as well as any amendments or replacements thereof, including any legislation implementing EC Directives 97/66/EC and 2002/58/EC]; 

 

“Client” the recipient of Leads, and for the avoidance of doubt can include Agencies operating on behalf of their clients that will use the Leads acquired;

"Client Leads" – means any Leads generated by us to You including Leads we have agreed to supply in accordance with the Order Confirmation Form; 

"Conditions" – means the Terms and Conditions set out in this document and any special terms and conditions (if any) agreed in e-mail or letter between Ship Shape and the Client;

"Confidential Information" – means all confidential information whether oral, written or in any other form including without limit any material containing or consisting of material of a technical, operational, administrative, economic, marketing, planning, business or financial 
nature and relating to either party including the existence and the contents of these Conditions and the Client Leads but excluding any information which is in the public domain or which comes in to the bona fide possession of a party by other lawful means;

"Consumer" – means any person or persons who use or interact with Ship Shape by on any of the Ship Shape sites;

"Contract" – shall have the same meaning as Order Confirmation Form and vice versa; 

"Delivery Method" –means delivery to You of all or any part of the Client Leads however such delivery is effected on the contractually agreed dates. The data will be sent unencrypted in an email unless otherwise contractually agreed;

"DMA" – means the Direct Marketing Association;

 

"End User" – means any person/persons/organisations/clients/companies that use Ship Shape Leads for its own sales, marketing or advertising purposes;

"Exclusivity" – when stated on the Order Confirmation Form (if any), this means the period of time the client has exclusive use of a lead before it is potentially sold on to another company or competitor, where exclusivity is shared and stated as such on the Order Confirmation Form, there may be up to two other companies of competitive nature also using the lead during this period;

"Fee" – means the fee to be paid to Ship Shape as set out in the Order Confirmation Form; 


"Lead Generation" – means Leads generated through the Ship Shape with data provided by us to an End-User;

"Leads" – means unless otherwise stated, consumer data in the agreed form as demonstrated in the example and varied in agreement with the Client; 

"Order Confirmation Form" – means a Contract between Ship Shape and End User for a grant of an End User to make use of the Ship Shape Service and Ship Shape Leads as set out in the Order Confirmation Form. The Contract contains details of the service/s and Leads that we have agreed to provide along with any necessary additional information as required from time to time by the Client; 

"Personal Data" – means the personal information of the consumer [as that term is defined in the Act] contained in the Ship Shape database;

"Ship Shape" – Ship Shape Search Limited, a limited company incorporated in England and Wales (registration number 12762842) having its registered office at Cardigan House, Castle Court, Ship Shape Search Ltd C/O Bevan Buckland, Swansea, Wales, SA7 9LA doing business as Ship Shape;

"Services" – any services agreed in the Order Confirmation Form to be provided to the Client by Ship Shape; and;

 

"You"/"Client" – Ship Shape's client for the provision of Services as specified in the Order Confirmation Form.

2. Statute / Statutory Provision

2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

 

3. Order Confirmation Terms

3.1 Subject to any variation under Clause 2.3 the Order Confirmation Form will be subjected to these Conditions to the exclusion of all other terms and conditions whether verbal or in writing including any terms or conditions which the Client purports to apply under any Order Confirmation Form or any other document.

3.2 No terms or conditions endorsed upon, delivered with or contained in the Client's Order Confirmation Form or any other document will form part of the Order Confirmation.

3.3 These Conditions apply to all Ship Shape's sales and any variation to these Conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by an authorised representative of Ship Shape.

3.4 Each order for Services by the Client shall be deemed to be an offer by the Client to purchase Services subject to these Conditions. A quotation by Ship Shape does not constitute a binding offer and can be withdrawn at any time without any notice.

3.5 No order placed by the Client shall be deemed to be accepted by Ship Shape until a written acknowledgement of order is issued by Ship Shape or if earlier Ship Shape supplies the Services to the Client. 

3.6 The Client must ensure that the terms of its order and any applicable specification are complete and accurate.

3.7 The Client must ensure that any Special Conditions that need to be applied to the Programme are stated within the Order Confirmation Form. Ship Shape will not be held responsible for the Client failing to mention special conditions. All special conditions contained within the Order Confirmation need to be agreed in writing between the client and Ship Shape.

3.8 The Client must ensure that should they require any specific selection criteria then these will need to be agreed in writing and be contained within the Order Confirmation Form. Selection criteria mentioned on the Order Confirmation Form will supersede and take precedence over any previous conversations or correspondence between Ship Shape and the Client.

3.9 It is the Client’s responsibility to ensure any Special Conditions and or Selection Criteria are stated on the Order Confirmation. Ship Shape will not refund any monies should the Client fail to notify Ship Shape at the time of signature any discrepancies on the Order Confirmation Form.


4. Service

4.1 All leads we supply are subject to validation checks to ensure they are valid and meet the Client’s requirements. However we cannot guarantee 100% accuracy as data is subject to change outside of our control.The Client accepts that Ship Shape Leads are generated using data provided to Ship Shape by its Users and may therefore include duplicate Leads.

4.2 Leads delivered will be treated as a chargeable lead unless specified otherwise on the Order Confirmation Form. For the avoidance of doubt, if the client already has the Lead from another source it will still be chargeable by Ship Shape unless stated on the Order Confirmation Form.

4.3 The Client accepts that Ship Shape shall not be liable for any loss or damage suffered by the Client as a result of late delivery of the Leads.


5. Performance

5.1 Ship Shape follows the principles of the General Data Protection Regulation (GDPR).

5.2. Web lead data supplied by Ship Shape meets following regulatory requirements:

- the individuals listed will have given clear consent for you to process their personal data for the specific purpose as detailed within our terms and conditions
- the data has been collected lawfully for those specific and legitimate reasons
- the data is, to the best of our ability, accurate and up to date

5.3 Any indication of likely response rates are strictly 'best estimates' made in good faith and based on Ship Shape's experience and confidential historical data. As such, Ship Shape cannot be held liable for performance of the media either above or below any verbal or written estimates of likely response rates.

5.4 Ship Shape will pass on all Leads received, but cannot give any warranty as to the quality of Leads generated, or be liable for any claims arising.

5.5 You the Client must examine all the Client Leads on Delivery and if there are any errors which may include duplications in the Client Leads You must notify us in writing within 10 working days of Delivery, failing which you will be deemed to have accepted the Client Leads. You must provide us with a unique email address and an accompanying reason when notifying us of any errors in the Client Leads.


6. Exclusion and Limitation of Liability

6.1 Ship Shape's maximum aggregate liability under or in connection with the Contract and/or any Order Confirmation, whether in contract, tort including negligence or otherwise, shall in no circumstances exceed a Credit amount equal to the price paid hereunder in respect of the Services.

6.2 Subject to Clause 6.3 and 6.4, Ship Shape shall not be liable under the Contract or any collateral contract for any loss of income or loss of profits or loss of contracts, or loss of data or for any special, indirect or consequential loss, damages, costs, charge or expenses of any kind howsoever arising and whether caused by tort including negligence, breach of contract or otherwise.

6.3 These Conditions set forth the full extent of Ship Shape's obligations and liabilities hereunder. All conditions, warranties and other terms implied by statute or common law or otherwise are, hereby excluded to the fullest extent permitted by law.

6.4 Nothing in these Conditions limits or excludes the liability of Ship Shape:

6.4.1 For death or personal injury resulting from negligence; or 6.4.2 for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Ship Shape.


7. Client Warranty

7.1 The Client warrants that all information provided in respect of its participation:

7.1.1 Complies with the requirements of all legislation current at the time of publication including where relevant the Data Protection Act 1998 and the Financial Services Act 2001;

7.1.2 Complies with all relevant Codes of Practice including the British Code of Advertising and Sales Promotion Practices and all other codes under the general supervision of the Advertising Standards Authority together with the Direct Marketing Association [UK] Limited codes of practice current at the time of the publication;

7.1.3 Are not defamatory or otherwise illegal;

7.1.4 does not infringe any other party's intellectual property rights including copyright and the Client shall indemnify and keep Ship Shape fully indemnified against all costs, losses, damages, claims and liabilities suffered or incurred by Ship Shape as a result of any breach or third party claim.

7.2 The Client shall at all times consult with Ship Shape in respect of its defence to any breaches of Clause


8. Price

8.1 The Client agrees to pay Ship Shape the Fee for each Lead provided to the Client by Ship Shape as described and mentioned in Order Confirmation Form.

8.2 Unless otherwise agreed by Ship Shape in writing, all prices are exclusive of VAT, which shall be charged at the rate, and in the manner prescribed by law from time to time.

8.3 The Client shall pay all fees and charges in advance unless an account has been previously approved.


9. Returns Policy

9.1 All data supplied by Ship Shape is non refundable. Due to the nature of the product, once data has been supplied it cannot be returned, replaced or refunded.


10. Materials and Intellectual Property

10.1 All copyright and other intellectual property rights in or arising out of or in connection with the Services shall vest absolutely in and shall be the sole and exclusive property of Ship Shape. The Client agrees to execute all documents and take all further actions necessary to give effect to the terms of this Clause 11.1.

10.2 All materials, artwork, printed materials and other property of the Client or supplied to Ship Shape by or on behalf of the Client are held by Ship Shape at the sole risk of the Client and the Client shall make its own insurance arrangements against loss or damage from whatever cause.

10.3 Leads generated by Ship Shape for the Client are jointly owned by both parties indefinitely in accordance with best policies as advised by the DMA and Information Commissionaire subject to a 45 day Client industry specific exclusivity period.


11. Force Majeure

11.1 Ship Shape shall not be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control ("Event of Force Majeure"), including without limitation governmental action, war, civil commotion, fire, flood, labour dispute, act of God or the cessation, obstruction or delay of postal services, failure of internet services and internal information technology or other distribution method including inserting into a Partner publication.

11.2 As soon as reasonably practicable after becoming aware of any Event of Force Majeure, Ship Shape shall notify the Client of the manner and extent to which its obligations are likely to be prevented or delayed and the date[s] for performance of the affected obligations shall be postponed for so long as is made necessary by the Event of Force Majeure. During the period of postponement, Ship Shape shall use its reasonable endeavours to minimise the effects of any Event of Force Majeure.

11.3 If the performance of the Services and/or the delivery or dispatch of any item is delayed due to an Event of Force Majeure, such delay shall not have the effect of discharging the Client's payment obligations with respect to the Services and/or items.

12. Termination

12.1 The Contract may be terminated by either party with immediate effect. Termination notice must be delivered by email.

 

13. Assignment and Subcontracting

13.1 Ship Shape may at any time assign, transfer, charge, subcontract, delegate or deal in any other manner with all or any of its rights or obligations under the Order Confirmation.

13.2 The Client shall not, without the prior written consent of Ship Shape, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Order Confirmation.

14. General

14.1 In relation to all obligations of the Client under the Order Confirmation the time of performance is of the essence.

14.2 Any notice or other communication required to be given to a party under or in connection with the Order Confirmation shall be in writing and shall be delivered to the other party by email.

14.3 If a court or any competent authority finds that any provision of these Conditions is invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.

14.4 Nothing in these Conditions or any Order Confirmation is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute either party the agent of the other for any purpose. No party shall have the authority to act as agent for, or to bind, the other party in any way.

14.5 A person who is not a party to the Order Confirmation Form shall not have any rights under or in connection with it.

14.6 Each party acknowledges that, in entering into the Order Confirmation (and any document referred to in it) it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether made negligently or innocently) other than expressly set out in the Order Confirmation .

14.7 These Conditions and any Contract shall be governed by and construed in accordance with the Laws of England & Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England & Wales provided that Ship Shape shall have the right, as claimant, to initiate proceedings against the client in any court of competent jurisdiction.

 

For Referral Credit Terms & Conditions, please refer to https://www.about.shipshape.vc/referral-credit-terms-conditions

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