Clicks Marketing Ltd
1. General Terms
- 1.1. Clicks Marketing Ltd (“Ripple”) provides a range of advertising products and services (the Services) to businesses.
- 1.2. Clicks Marketing Ltd trades as “Leadripple”, “Ripple”, “leadripple.com” and “http://www.leadripple.com/”.
- 1.3. Any person or business in receipt of products or services is, for the purpose of this agreement, “the Client”.
- 1.4. The Service Agreement (the “SA”) should be read in conjunction with these terms and sets forth the Services being purchased by the Client, the Fees for the Services, the Duration of the Services and any additional Terms of Service. Any relationship between Clicks and the Client, including the provision of the Services, shall be governed by these terms (Terms of Service) and the conditions stated in the SA.
- 1.5. All SAs are subject to acceptance by Clicks Marketing Ltd in its sole discretion. The SA, the Terms of Service and any documents or links referenced in the SA are sometimes referred to collectively as the “Agreement”.
2. The Services
- 2.1. Ripple agrees to make its best efforts to ensure the Services are delivered in accordance with this Agreement.
- 2.2. The Services include, but are not limited to, provision of any or all of the following:
- 2.2.1. B2B Advertising Consultancy Services refers to the provision of non-specific advertising services and support.
- 2.2.2. Prospect Engagement refers to the communication of information to a subject entity.
- 2.2.3. Business Prospecting refers to business lead generation and prospect engagement.
- 2.2.4. Exclusions. Ripple will exclude specific prospect profiles from the campaign configuration as required by the client.
- 2.2.5. Prospect Targeting refers to the process of identifying users meeting specific demographic, circumstantial, geographic or general profile requirements.
- 2.2.6. Scheduling refers to the delivery of the Services in line with an agreed daily, or weekly chronological plan.
- 2.2.7. Tracking and Reporting. Ripple provides a range of tracking and reporting tools designed to support the ongoing optimization of the Services.
The services are delivered on a ‘best effort’ basis. Due to the nature of the service, Ripple is unable to guarantee results.
3. Duration of the Services.
- 3.1. With respect to the Services, upon receipt of an SA signed by the Client which is accepted and countersigned by Ripple, Ripple will initiate the process of setting up the Services.
- 3.2. The duration of the Services shall run from the Service Start Date until the Service End Date, as set forth in the SA unless earlier terminated by the parties under Section 6. 3.2.1. In the event no Service End Date is specified in the SA the agreement will continue until terminated by either party under Section 6.
- 3.3. The Service Start Date refers to the actual commencement date of the Services.
- 3.4. The Client acknowledges that Ripple may take up to ten (12) business days to review and prepare the Services (or longer for non-standard requirements or if Ripple experiences technical difficulties with the Client’s requirements) and may require further input from the Client before the Services commence.
- 3.5. Ripple will use its best commercial efforts to commence provision of the services on the Service Start Date.
- 4.1. Subject to the delivery of the Services, the Client agrees to pay, in accordance with Section 5, the Fees (together ‘the Fees’), where applicable, as set forth in the SA.
- 4.2. The Fees set forth in the SA may include any or all of the following:
- 4.2.1. The Campaign Setup Fee is a one-off fee set forth in the SA which covers consultancy services, data analytics, planning and campaign configuration work required prior to the commencement of the services.
- 4.2.2. The Campaign Delivery Fee is a one-off fee set forth in the SA for the operational delivery of the service client under the Services.
- 4.2.3. Other Fees. From time to time additional service Fees may be agreed between the parties and set forth in the SA.
- 4.3. Ripple reserves the right to change any of the foregoing Fees upon one month prior written notice to the Client, provided that such changes will not take effect until a new SA incorporating the amended Fees has been executed by the Client and delivered to Ripple.
5. Payment Terms.
- 5.1. Once the SA has been accepted by Ripple, The Client will be responsible for payment in full of all Fees set forth therein. All payments due hereunder are in USD and are exclusive of any sales, use or similar applicable taxes, which shall be the sole responsibility of the Client.
- 5.2. Notification of Fees. Ripple will issue a monthly invoice to the Client setting forth all Fees payable for the Services.
- 5.3. Method of Payment. The Client agrees to pay all amounts payable under this Agreement by Electronic Funds Transfer (EFT) or bank transfer.
- 5.4. Timing. The Client acknowledges and understands that all amounts payable must be paid monthly in arrears, and that, in addition to the Client is in breach of its contractual obligations, the Services may be paused or terminated if timely payment is not made.
6. Term and Termination.
- 6.1. Term. The term of the Agreement shall be set forth in the SA and adjusted under the terms of Section 3.
- 6.2. Notice of Termination may be given by either party.
- 6.3. Notice of Termination must (a) be provided in writing, and (b) include the date of termination, and (c) be provided a minimum of thirty (30) Business Days prior to the date of termination. Business days shall mean any weekday Monday to Friday (inclusive), but excluding Saturday and Sunday, that is not a public or bank holiday
- 6.4. Termination by either Party for Cause. Either Party may terminate this Agreement without notice to the other Party if there is a material breach of the other Party’s obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period.
- 6.5. Refunds. The Client understands and agrees that it will not be entitled to any refunds of amounts already paid to Ripple, unless either the Client terminates under Section 6.4.
- 6.6. Collection of Amounts Owed. Any amounts not paid by the Client when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). The Client agrees to pay all costs of collection (including solicitors’ Fees and all other legal and collection expenses) incurred by Ripple in connection with the enforcement of its rights to payment under the Agreement provided that such Payment is not a payment which is disputed by the Client (a “Disputed Payment”) and/or that the Clients non-payment of any amount due under this Agreement is not as a result of a breach of the Agreement by Ripple.
- 6.7. Effect of Termination Survival. The Client understands and acknowledges that due to the nature of the Internet, certain information regarding the Client posted on the Internet as part of the Advertising Services, including, for instance, the Local Profile, may continue to be available on the Internet. All provisions of this Agreement that by their sense or nature should survive termination of this Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall so survive. Without limiting the generality of the foregoing, in the event of any termination, the Client shall remain liable for any amounts due to Ripple as of the effective date of termination unless as stated in accordance with clause
7. Privacy Considerations.
8. Data Protection, GDPR, and General Compliance.
- 8.1. Nature of Processing Both parties acknowledge 8.1.1. The Client shall be the Data Controller. 8.1.2. Ripple shall operate as a data processor for the Client.
- 8.2. Purpose of Processing The data processing shall be limited to the use of Data to conduct marketing activity on behalf of the Client.
- 8.3. Subject Matter Ripple may store public business information together with Personally Identifiable Information (PII) as required to conduct targeted marketing communications on behalf of the Client.
- 8.4. Duration of Processing Data will be stored for an appropriate period with a default maximum storage duration being 2 years post-use. Removal of specific or all data may be requested at any time by a written request from the Client.
- 8.5. Type of Personal Data Personal Data processed will include Name, Email, Job Title, Employer and other basic information pertaining to an individual’s professional status.
- 8.6. Categories of Data Subject Data subjects shall be business professionals. Data categories shall not include racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, health-related data or data concerning a natural person’s sex life or sexual orientation.
- 8.7. The obligations and rights of the controller Irrespective of any specific processing activities carried out by Ripple, the Data Controller retains all rights and obligations as set out by the General Data Protection Regulations (GDPR) and Ripple accepts no liability for events relating to a client failing to meet their compliance obligations.
- 8.8. Written Instruction to Process As set out by law, a processor must only act on the written instructions of the controller (unless required by law to act without such instructions). The Client recognizes and acknowledges the Service Agreement as appropriate written instruction. The Client warrants that it’s instructions to process data shall at all times be in accordance with, and shall not cause Ripple to be in breach of, applicable law;
- 8.9. The duty of Confidence As the processor, Ripple warrants that all individuals involved in processing the data are subject to a duty of confidence
- 8.10. Security Measures Each party will maintain appropriate technological and organizational measures against unauthorized or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data;
- 8.11. Permission to Appoint a Sub Processor As set out by law, a processor may only engage a sub-processor with the prior consent of the data controller and a written contract supporting the engagement. The Client acknowledges the Service Agreement as appropriate written instruction that Ripple may in providing the Services periodically engage third parties to process personal data. Ripple warrants that any such third-party data processor or “sub-processor” shall be required in contract to comply in all respects with the provisions of the GDPR.
- 8.12. Subject Access Ripple warrants that it will assist the data controller in providing subject access and allowing data subjects to exercise their rights under the GDPR
- 8.13. Controller obligations Ripple warrants that it will assist the data controller in meeting its GDPR obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments.
- 8.14. Deletion; Ripple will delete all personal data, either as requested or at a time appropriate to the context of its use. I.e. on Termination of the contract.
- 8.15. Right to Audit; Ripple will submit to audits and inspections, provide the controller with whatever information it needs to ensure that they are both meeting their Article 28 obligations, and tell the controller immediately if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state.
- 8.16. Indemnity and Limitation of Liability Nothing within this contract relieve either party of their own direct responsibilities and liabilities under the GDPR. Both the Client and Ripple are obligated by law to adhere to the GDPR and other regulatory frameworks governing provision of the Services. Unless otherwise agreed in writing, neither party shall indemnify or bear any specific liability to the other party, for any reason, including legal or compliance failures occurring during the term of the agreement.
- 8.17. Additional Warranties In accordance with Article 28.3 of the GDPR Ripple warrants that it will 8.17.1. only act on the written instructions of the controller (Article 28); 8.17.2. not use a sub-processor without the prior written authorization of the controller (Article 28.2); 8.17.3. co-operate with supervisory authorities (such as the ICO) in accordance with Article 31; 8.17.4. ensure the security of its processing in accordance with Article 32; 8.17.5. keep records of its processing activities in accordance with Article 30.2; 8.17.6. notify any personal data breaches to the controller in accordance with Article 33; 8.17.7. employ a data protection officer if required in accordance with Article 37; and 8.17.8. appoint (in writing) a representative within the European Union if required in accordance with Article 27.
- 8.18. Awareness and Consequence Ripple confirms awareness of the UK ICOs statements on the GDPR, stating a processor should be aware that 8.18.1. it may be subject to investigative and corrective powers of supervisory authorities (such as the ICO) under Article 58 of the GDPR; 8.18.2. if it fails to meet its obligations, it may be subject to an administrative fine under Article 83 of the GDPR; 8.18.3. if it fails to meet its GDPR obligations it may be subject to a penalty under Article 84 of the GDPR; and 8.18.4. if it fails to meet its GDPR obligations it may have to pay compensation under Article 82 of the GDPR.
- 9.1. During the Term of the Agreement, The Client hereby grants to Ripple and the Publishers a non-exclusive, royalty free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit information pertaining to the Client, to the extent necessary for Ripple to perform the Services. In addition, unless otherwise confirmed in writing, the Client agrees that Ripple may, during the Campaign Period and thereafter, include The Client’s name (including any trade name, trademark, service mark, and logo) on Ripple’s customer list, and in its marketing materials, sales presentations and the Ripple online properties. Online properties are defined as websites.
10. The Client Representations, Warranties, and Covenants
- 10.1. The Client is solely responsible for any liability arising out of or relating to its online properties, any content provided by The Client hereunder and any material to which users can access through such content (“Linked Content”).
- 11.1. Except as may be required by applicable law, The Client shall not disclose the contents of this Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without Ripple’s prior written consent.
- 11.2. No party may issue a press release concerning the existence or terms of this Agreement without the prior written consent of the other party.
- 11.3. The Client may not without prior written consent, at any time disclose to third parties other than the Client’s professional advisors or as may be required by law, governmental or other competent authority, or by a court of competent jurisdiction, any information concerning Ripple’s business, operations, staff, products, services or pricing. Written consent not to be unreasonably withheld.
12. Limitations of Liability
- 12.1. No consequential damages. To the maximum extent permitted by applicable law, neither party shall be liable for damages for interrupted communications, loss of use, lost business, lost goodwill, lost data or lost profits, or for any indirect or consequential damages (even if such party was advised of the possibility of any of the foregoing), arising out of or in connection with this agreement. The foregoing exclusion of liability will not apply to (i) to either party’s confidentiality obligations and (ii) either party’s negligence or willful misconduct.
- 12.2. Limitation on damages. To the maximum extent permitted by applicable law, under no circumstances shall either parties cumulative, aggregate liability to the other or any third party exceed the amounts received by the liable party with respect to services rendered under this agreement.
- 13.1. Governing Law/Venue. This Agreement will be governed and construed in accordance with the laws of England and Wales. The Client agrees to submit to jurisdiction in England and Wales and further agrees that any cause of action arising under this Agreement must be brought exclusively in the English courts.
- 13.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
- 13.3. Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
- 13.4. Force Majeure. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.