Terms & Conditions

Please read these Terms carefully, as they set out our and your legal rights and obligations in relation to services provided by Proventus Group Ltd. (“Proventus Digital”)

1. Definitions and interpretation

1.1 In the Agreement:

“Affiliate” means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual;

“Agreement” means the agreement between the Provider and the Customer incorporating these Web Marketing Terms and the Proposal, and any amendments to it from time to time;

“Business Day” means any weekday, other than a bank or public holiday in England;

“Business Hours” means between 09:00 and 17:30 on a Business Day;

“Charges” means the amounts payable by the Customer to the Provider under or in relation to the Agreement (including expenses), calculated in accordance with Clause 7;

“Confidential Information” means the Provider Confidential Information and the Customer Confidential Information;

“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);

“Customer” means the customer for services under the Agreement as specified in the Proposal;

“Customer Confidential Information” means:

(a) any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider that at the time of disclosure: (i) is marked as “confidential”,

or (ii) should have been reasonably understood by the Provider to be confidential; and

“Effective Date” means the date when the Provider sends to the Customer its confirmation that the Agreement is agreed, following service agreement being signed with Proventus Group Ltd. (“Proventus Digital”).

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars]);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);

“Personal Data” has the meaning given to it in the Data Protection Act 1998;

“Proposal” means the Proventus Group Ltd Services chosen by the Customer detailing the scope of the Services and other matters relating to the Agreement;

“Provider” means Proventus Group Ltd, a company incorporated in England and Wales (registration number 12006040) having its registered office at:

26 Hampden Court

Temple Herdewyke

Warwickshire

CV47 2UE

“Provider Confidential Information” means:

(a) Any information disclosed (whether disclosed in writing, orally or otherwise) by the Provider to the Customer that at the time of disclosure: (i) is marked as “confidential”,

or (ii) should have been reasonably understood by the Customer to be confidential

“Services” means marketing services relating to the chosen Proventus Group Ltd Services, as detailed in Clause 3;

“Term” means the term of the Agreement;

“Proventus Group Ltd Lead Generation Funnel” services specified in the proposal and service agreement.

and

“Year” means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or on any anniversary of the Effective Date.

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3 Clause headings do not affect the interpretation of the Agreement.

2. Term

The Agreement will come into force on the Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause 13.

3. Services

3.1 The Provider will promote the Customer’s company during the Term; promotion of the accounts will include the Services specified in the Proposal and may, in addition, include the provision of some or all of the following Services:

(f) the arrangement of digital advertising including Search Advertising, Display Advertising, and other forms of paid media advertising as well as, SEO (Search Engine Optimisation), creative design, web development and any other services provided by Proventus Group Ltd.

(h) the implementation, design, management, and operation of Proventus Group Ltd Services.

3.2 Once per month during the Term, the Provider will supply to the Customer a report about the key performance indicators provided in relation to the Proventus Group Ltd Services provided.

4. Customer responsibilities

4.1 The Customer will provide to the Provider:

(a) the ability to access and make changes to the existing website (if necessary);

(b) assistance in determining appropriate keywords and keyword phrases which should be targeted using the Services agreed;

(c) direct access to analytical data concerning the Website, such as data concerning referral sources, visitor activity, Website usage, conversion rates, and similar data; and

(d) all other co-operation, information, and documentation reasonably required by the Provider for the provision of the Services.

5. Legality

5.1 The Customer warrants that any marketing list (including any email marketing list) provided by or on behalf of the Customer to the Provider in connection with the Agreement will have been collected and collated in accordance with all applicable laws and regulations, and that the use of any such list by the Provider for the purposes of the Services and in accordance with the instructions of the Customer:

(a) will not breach any applicable laws (including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003);

(b) will not infringe any person’s legal rights; and

(c) will not give rise to any cause of action in any jurisdiction, whether against the Provider, the Customer, or any other person.

5.2 Where the Provider reasonably suspects that there has been a breach of the provisions of this Clause 5, the Provider may suspend any or all of the Services and/or the Customer’s access to any or all Services while it investigates the matter.

5.3 Any breach by the Customer of this Clause 5 will be deemed to be a material breach of the Agreement.

5.4The Customer hereby indemnifies and undertakes to keep indemnified the Provider against any and all liabilities, damages, losses, expenses and costs (including legal expenses and amounts paid in settlement of any claim or legal action) arising, directly or indirectly, out of any breach, or alleged breach, by the Customer of this Clause 5.

6. Intellectual Property Rights

6.1 The Customer grants to the Provider a non-exclusive licence to use their company name to the extent required for the Provider to perform its obligations and exercise its rights under the Agreement.

7. Charges and payment

7.1 The Customer will pay to the Provider the Charges in respect of the Services. The Charges shall consist of the following elements:

(a) fixed Charges as specified in the chosen Proventus Group Ltd Services

7.2 The Provider will ensure that the aggregate Charges in respect of the Services provided in any period do not exceed the budget specified in the Proposal in respect of that period.

7.3 The Provider will issue invoices to the Customer in respect of Charges for the Services.

7.4 The Customer will pay the Charges to the Provider on receipt of any invoice issued.

7.5 All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.

7.6 Charges must be paid by debit or credit card, direct debit or by PayPal Subscription (using such payment details as are notified by the Provider to the Customer from time to time).

7.8 The Provider will:

(a) ensure that the personnel providing the Services complete records of their time spent providing those Services;

(b) retain such records and evidence during the Term and for a period of 12 months following the end of the Term; and

(c) supply such records and evidence to the Customer within 10 Business Days following receipt of a written request to do so for an admin charge of £35.00.

7.9 Subject to Clause 7.10, the Provider may vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation expiring at any time after the end of the Minimum Term.

7.10 Variations under Clause 7.9 must not result in a percentage increase in any element of the Charges during the period between the Effective Date and the date of the notice of variation exceeding the percentage increase, during the same period, in the Retail Prices Index (all items) published by the UK Office of National Statistics.

8. Warranties

8.1 The Customer warrants to the Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.

8.2 The Provider warrants to the Customer:

(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;

(b) that it will perform its obligations under the Agreement with reasonable care and skill.

8.3 The Customer acknowledges that:

(b) it will require optimisation in some instances taking 2-3 months for the Services to have any significant effects upon the number of new sales or leads the Services generates

(c) Lead generation is an ongoing task and, should the Customer terminate the Agreement and/or stop running a Proventus Group Ltd Services, that would be likely to have a negative impact upon the effects of the sales and leads generated;

(d) the Provider will not be responsible for any alterations to Services landing pages made by the Customer or any third party that reverse or otherwise affect changes made to the account by the Provider as part of the Services;

(e) the Proventus Group Ltd Services may lead to higher traffic levels and bandwidth requirements for the Customer Website and the Customer will be responsible for arranging and paying for such requirements; and

8.4 Where the Provider indicates specific targets that it will attempt to meet through the provision of the Services, such targets are not warranted and a failure to meet such targets will not be a breach of the Agreement.

8.5 All of the parties’ liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law and subject to Clause 9.1, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

9. Limitations and exclusions of liability

9.1 Nothing in the Agreement will:

(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;

(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

(d) exclude any liability of a party that may not be excluded under applicable law.

9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in the Agreement:

(a) are subject to Clause 9.1;

(b) govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and

9.3 Neither party will be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.

9.4 Neither party will be liable for any loss of business, contracts or commercial opportunities.

9.5 Neither party will be liable for any loss of or damage to goodwill or reputation.

9.6 Neither party will be liable in respect of any loss or corruption of any data, database or software.

9.7 Neither party will be liable in respect of any special, indirect or consequential loss or damage.

9.8 Neither party will be liable for any losses arising out of a Force Majeure Event.

9.9 Neither party’s liability in relation to any event or series of related events will exceed the greater of:

(a) £100.00; and

(b) the total amount paid and payable by the Customer to the Provider under the Agreement during the month period immediately preceding the event or events giving rise to the claim.

9.10 Neither party’s aggregate liability under the Agreement will exceed the greater of:

(a) £100.00; and

(b) the total amount paid and payable by the Customer to the Provider under the Agreement.

10. Data protection

10.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does, in fact, disclose to the Provider under the Agreement, and that the processing of that Personal Data by the Provider for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the Data Protection Act 1998).

10.2 The Provider warrants that:

(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Provider on behalf of the Customer; and

(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing and against loss or corruption of Personal Data processed by the Provider on behalf of the Customer.

11. Confidentiality

11.1 The Provider will:

(a) keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 11; and

(b) protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

11.2 The Customer will:

(a) keep confidential and not disclose the Provider Confidential Information to any person save as expressly permitted by this Clause 11; and

(b) protect the Provider Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

11.3 Confidential Information of a party may be disclosed by the other party to that other party’s officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information disclosed.

11.4 The obligations set out in this Clause 11 shall not apply to:

(a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);

(b) Customer Confidential Information that is in possession of the Provider prior to disclosure by the Customer, and Provider Confidential Information that is in possession of

the Customer prior to disclosure by the Provider; or

(c) Customer Confidential Information that is received by the Provider, and Provider Confidential Information that is received by the Customer, from an independent third party who has a right to disclose the relevant Confidential Information.

11.5 Nothing in the Agreement shall restrict a party from making any disclosure of Confidential Information that is:

(a) required by law; or

(b) required by a governmental authority, stock exchange or regulatory body, provided that the party subject to such disclosure requirement must where permitted by law give to the other party prompt written notice of the disclosure requirement.

12. Publicity

Neither party will make any public disclosure about the Agreement or the subject matter of the Agreement (including press releases, public announcements, and marketing materials) without the prior written consent of the other party, not to be unreasonably withheld or delayed.

13. Termination

13.1 Either party may terminate the Agreement at any time by giving at least 30 days written notice to the other party.

13.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:

(a) commits any material breach of any term of the Agreement

(b) persistently breaches the terms of the Agreement

13.3 Either party may terminate the Agreement immediately by giving written notice to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company

reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

14. Effects of termination

14.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 5.5, 6.2, 7.7, 7.8, 9, 11, 14 and 15.3 to 15.12.

14.2 Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.

14.3 If the Agreement is terminated under Clause 13.1, or by the Customer under Clause 13.2 or 13.3 (but not in any other case) the Customer will be entitled to a refund of any Charges paid by the Customer to the Provider in respect of any Services which were to be performed after the date of effective termination, and will be released from any obligation to pay such Charges to the Provider (such amount to be calculated by the Provider using any reasonable methodology).

14.4 Save as provided in Clause 14.3, the Customer will not be entitled to any refund of Charges on termination, and will not be released from any obligation to pay Charges to the Provider.

15. General

15.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address given in the Proposal (or as notified by one party to the other in accordance with this Clause).

15.2 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):

(a) where the notice is delivered personally, at the time of delivery;

(b) where the notice is sent by recorded signed-for post, 48 hours after posting; and

(c) where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

15.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

15.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will

continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the

rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

15.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

15.6 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

15.7 Each party hereby agrees that the other party may freely assign any or all of its contractual rights and/or obligations under the Agreement to any Affiliate of the

assigning party or any successor to all or a substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.

15.8 The Provider may not subcontract any of its obligations under the Agreement to any third party.

15.9 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under the Agreement.

15.10 The Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

15.11 Subject to Clause 9.1:

(a) the Agreement will constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements, and understandings between the parties in respect of that subject matter;

(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement;

15.12 The Agreement will be governed by and construed in accordance with the laws of England and Wales; the courts of England will have exclusive jurisdiction to

adjudicate any dispute arising under or in connection with the Agreement.

15.13 Whilst the Proventus Group Ltd service undertakes to deliver a high level of performance, Proventus Group Ltd does not make any guarantee, implied or otherwise, that sales, subscriptions, appointments or other such economic activity will arise from the services delivered.