General Terms and Conditions ("Terms")

Updated: June 8, 2021

 

1. Scope of Terms

These Terms apply to the provision of the products, information and services available through leadoo.com and interactiveads.ai or otherwise provided by Leadoo (“Service” or “Services”) to the firm, company, corporation or other customer (“Partner”) and to all Contract(s). The Partner may not be an individual person and the Services are intended for business use only. Leadoo and the Partner are also referred to each as a “Party” and together as the ”Parties”.

These Terms form an integral part of the Contract. The Partner’s purchase, procurement or other terms shall not apply to the Contract, even if referred in or attached to the Partner’s purchase order or other document submitted by Partner. In the event of a conflict between the Terms and other terms of the Contract added by Leadoo, the terms elsewhere in the Contract added by Leadoo shall prevail.

The Partner represents and warrants that each person who takes the Services in use or uses the Services, the Documentation or the Software or clicks the acceptance of the Contract or the Terms or otherwise accepts the Contract or the Terms (or the modified version thereof) is authorized to conclude a binding agreement on behalf of the Partner and that the Partner is bound by the Contract (including but not limited to the Terms). 

If the Partner does not accept the terms of the Contract (including but not limited to the Terms), the Partner is not entitled to use the Services, the Documentation or the Software.

2. Definitions

Confidential Information” means any and all information of confidential nature supplied by a Party to the other Party, whether in writing, orally, electronically or otherwise, and whether marked as confidential or not.

Contract” means an order, agreement or other contract in which the Parties agree on the provision of the Services to the Partner, such as (i) an agreement signed by the Parties, (ii) Leadoo’s binding offer accepted by the Partner, (iii) the Partner’s order accepted by Leadoo, e.g. by providing access to the Services to the Partner, or (iv) the Partner’s order on Leadoo’s website or other Leadoo’s ordering system, which order is accepted by Leadoo e.g. by providing access to the Services to the Partner.

Contract Period” is defined in clause 7.

Documentation” means usage manuals and other documentation related to the Service in written or electronic form that are supplied by Leadoo to the Partner, are stored by Leadoo’s Help Desk for the purpose of use of Leadoo’s customers or are accessible through the Service, but excluding marketing materials.

GDPR” means EU’s General Data Protection Regulation 2016/679.

Intellectual Property Rights” means patents, inventions, trademarks, domain names, rights in know-how, trade secrets, copyrights, database rights, rights related to copyrights and any other intellectual and industrial property rights, whether registered or not, and including without limitation the right to amend and further develop the objects of those rights and the right to assign the rights to third parties.

Leadoo” means Leadoo Marketing Technologies Ltd, business ID 2922046-1 registered at Käenkuja 8 B 34 00500 Helsinki FINLAND, together with its directly and indirectly owned subsidiaries, e.g.: Leadoo Marketing Technologies Ltd, Company number 12201670, registered at SPACES Epworth House, 25 City Rd, Shoreditch, London EC1Y 1AA.

Partner Data” means any data, messages or other content submitted by or on behalf of the Partner or its website users into the Services of which the Partner is the owner.

Service Fee” is defined in clause 5.

Software” means software provided by Leadoo to the Partner for the purpose of the Partner installing on the Partner’s device(s) for the purpose of use of the Services.

Statistical Information” means (i) information on the way the Partner, its users and its website users use and access the Services, such as information on the time of use of different functionalities and on the ways to use the Services and (ii) the Partner Data, as such or as processed and/or combined with other data, but all (i) and (ii) in an aggregated form so that the Partner’s or the users identity cannot be identified directly from the Statistical Information.  

3. Features of Services 

The features of the Services provided to the Partner are described in the Contract.

The Partner may make additional orders of features or Services and upgrade the Service tier to a higher tier (e.g. from Free-Tier Services to paid Services) during the term of the Contract, by using the functionalities within the Services or by making other additional orders. The Service may e.g. include separately priced additional features, services, products or other items which may be priced per item (e.g. per views or clicks) or per feature or bulk pricing (e.g. SMS messages in bulk of 1000 messages). All orders and upgrades are subject to Leadoo’s acceptance, are priced according to Leadoo’s then current price list and are governed by the Contract and these Terms. The Partner warrants that its users making orders have the right to make the orders. Downgrading to a lower tier with e.g. lower pricing or to Free-Tier Services is not possible during the then current Contract Period.

4. Services and Support

Subject to the terms of the Contract, Leadoo will use commercially reasonable efforts to provide the Partner with the Services. As part of the registration process, Partner will identify an administrative user name and password for the Partner’s company account. Leadoo reserves the right to refuse registration, and require change of passwords as it deems appropriate.

Subject to the Terms hereof, Leadoo will provide the Partner with reasonable technical support services via email, phone or online chat on reasonable effort basis. As part of the technical support services, Leadoo investigates and fixes errors of the Services, but cannot guarantee that all errors can or will be fixed or the time schedule of fixes.

Leadoo’s responsibility for the Services and their functionality is limited to the functionalities of Leadoo’s own information systems. Leadoo cannot guarantee disruption-free access to the Services, or otherwise guarantee the availability or disruption-free use of the Services. Leadoo is not responsible for any restrictions on the use of the Service in any country. The Partner shall notify Leadoo of Leadoo’s breach of Contract without delay and latest within time that enables Leadoo to remedy the breach to so as to mitigate the adverse effects caused to the Partner by the breach.

Leadoo may make any changes to the Services.

 

5. Terms of Use 

Subject to the Partner’s payment of the prices payable for the Services (“Service Fee”), the Partner is granted a non-exclusive, non-transferable and non-sublicensable right to use the licensed features of the Services during the term of the Contract in the Partner’s own operations in accordance with the Documentation. Except for the Partner’s website users as allowed in the Documentation, the Partner may not use the Services to offer services to any third party, otherwise transfer the Services or allow access to the Services to any third party or allow any third party to benefit from the Services. The Partner shall follow the usage limitations set out in the Contract and the Documentation, regarding e.g. the functionalities of the Services provided to the Partner or other limitations. There are no implied licenses.

The Partner may use the Documentation in order to use the Services, as long as the Partner’s right to use the Services is in force. The Partner is also granted a non-exclusive, non-transferable and non-sublicensable right to install the Software on the Partner’s devices and to use the Software in accordance with the Documentation in order to use the Services, as long as the Partner’s right to use the Services is in force. When the Partner’s right to use the Services expires or terminates, the Partner shall remove the Software permanently from its devices.

The Partner’s users shall maintain their user names and passwords diligently and the user names and passwords may not be disclosed to third parties. The Partner is responsible for the use of Services by using its users’ user names and passwords.

The Partner may not, directly or indirectly (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms of the Services, the Software or any software used by Leadoo to provide the Services, (b) modify, translate or create derivative works of the Services (except to the extent expressly permitted by Leadoo in the Documentation), the Software or the Documentation, (c) use the Services, Software or the Documentation for time sharing or service bureau purposes or otherwise for the benefit of any third party, or (d) remove any proprietary notices or labels. 

6. Prices

  1. Service Fee. The Services are subject to the Service Fee in accordance with Leadoo’s price list available at www.leadoo.com. Additional services, such as additional hourly work is agreed upon separately. The standard hourly fee is 100€/hour.
  2. Taxes. Value added tax, duties, levies and other taxes and governmental charges are borne by the Partner and added to the prices. This shall not however apply to the income tax payable by Leadoo for its income. All payments shall be made without withholding or deduction, unless such withholding or deduction is required by law. If withholding or deduction is required law, the Partner shall pay Leadoo additional amounts so that the prices received by Leadoo after the withholding or deduction are equal to the prices payable under the Contract in the absence of such withholding or deduction.
  3. Payment Methods. Leadoo may select and change the payment methods available from time to time. The Partner authorizes Leadoo to charge the Partner through the applicable payment method. All payment methods are not available to all Leadoo’s customers. If, in Leadoo’s opinion, the Partner’s past payment history or other reason so requires, Leadoo may change the payment method. The payment processors are not Leadoo’s subcontractors, and the Partner shall review the possible terms and conditions and privacy statements of the payment providers.
  4. Credit card payments. When paying by credit card, the Partner shall provide Leadoo with valid credit card information and authorize Leadoo to charge the credit card automatically upon each payment interval. The Partner shall maintain the credit card information up to date and replace the credit card details if the card has expired. The Partner warrants that the Partner is authorized to use that credit card and that any and all prices may be billed to the credit card and the payment will not be rejected.
  5. Payment intervals. The Service Fee is payable in advance of each Contract Period. As (otherwise agreed in the Contract) the default Contract Period is each twelve (12) months’ period starting from the date the Contract became in force, the Service Fee is payable annually in advance. If, as agreed in the Contract, the Contract Period is shorter or longer than twelve (12) months, the Service Fee is payable in advance of each agreed Contract Period. The Service Fee for the first Contract Period is payable immediately when the Contract becomes in force, regardless of possible later start date of the Services. Also, other recurring prices, such as monthly, quarterly or annual prices, are payable in advance of the period. Set-up and other one-time prices are payable when the Contract becomes in force, and if ordered later, upon order. Other prices are payable monthly afterwards. If the price is invoiced, invoices are payable within fourteen (14) days from the date of the invoice.
  6. Delay in Onboarding of Non-Self-Service Packages. If Leadoo is in delay of at least four (4) weeks in the deployment of a Service package for which a set-up fee is payable to Leadoo, for a reason solely attributable to Leadoo, the Partner is entitled to use the Services free of charge for an additional thirty days’ time period after the end of the first Contract Period. The Partner does not have this right if the Contract has prematurely terminated or expired before the end of the first full Contract Period. If the Contract does not continue in force after the first Contract Period, these Terms and other terms of the Contract will still continue to apply during this extended time period.
  7. Late Payment. The Partner shall pay interest on delayed payments in the amount of 1.5% per month on any outstanding balance, plus all expenses of collection costs. Late payment may result in immediate termination of the Contract by Leadoo. Leadoo may suspend its deliveries to the Partner and the Partner’s access to the Services if the Partner has delayed in making any payment.
  8. Refunds. Leadoo is not obligated to provide a refund for any reason, including but not limited to partial months or years of Services, upgrades or downgrades, unused time or if the Partner did not use the Services, used the Services only partially or deactivated the Services or if the Contract is terminated before the contracted earliest termination date. However, if the Contract is terminated due to Leadoo’s material breach in accordance with clause 7 of these Terms, Leadoo will refund the proportion of the pre-paid Service Fee attributable to the period after the date of termination, as the Partner’s sole and exclusive remedy. 

7. Term and Termination

The Contract will remain in force initially for twelve (12) months’ Contract Period from the date it became in force, after which it will continue to be in force for subsequent one-year terms (the initial and each subsequent one-year term is referred to as “Contract Period”), unless terminated by either Party by a written notice given to the other Party at least fourteen (14) days prior to the end of the then current Contract Period. Thus, the minimum term of the Contract is twelve (12) months, unless otherwise agreed in the Contract.

Either Party may terminate the Contract with immediate effect by giving the other Party a written notice if the other Party commits a material breach of the Contract and fails to remedy the same within thirty (30) days after receipt of a written demand from the other Party to cure the breach.

The Partner shall notify Leadoo by sending an email to [email protected].

8. Partner Data, Use of Services and Statistical Information

The Partner warrants that Leadoo and its subcontractors are entitled to store and otherwise process the Partner Data lawfully for the purposes of the Contract.

Prior to submitting the Partner Data, the Partner shall take and maintain copies of the Partner Data if the Partner deems it important to maintain the Partner Data. The same applies to any output data (such as reports) that the Partner receives by using the Services. The Partner is liable for the Partner Data and its correctness.

The Partner shall ensure that the Partner Data has been scanned by using an up-to-date date virus scanning before submitting.

The Partner may use the Services only in accordance with good business ethics. The Partner may not use Service for any illegal or questionable use, e.g. to SPAM. The Partner shall comply strictly with all applicable federal, state and other laws and regulations, including without limitation, marketing and electronic marketing regulations, the U.S. CAN-SPAM Act of 2003, the GDPR and laws and regulations regarding privacy and electronic communications. Violation of laws or regulations will constitute the Partner’s material breach of these Terms. The Partner agrees to defend and indemnify Leadoo from and against any claim by a third party in connection with the Partner’s failure to comply with laws or regulations. No limitations of liability shall apply to such liability of the Partner.

During and after the term of the Contract, Leadoo has a perpetual, non-revocable, transferable, sublicensable and free of charge right to use, operate, copy, modify, disclose and publish the Statistical Information in any and all means and for any and all purposes. Leadoo undertakes not to identify the Partner as the source of the Statistical Information, unless consented to by the Partner.

 

9. Intellectual Property Rights 

Title and any and all Intellectual Property Rights in and to the Services, the Software, the software used by Leadoo to provide the Services and the Documentation, and any copies, modifications, translations, amendments and derivatives thereof, are and shall belong to Leadoo and/or its licensors.

Title and any and all Intellectual Property Rights to all data collected or input into the system are with Customer.

 

10. Partner’s Systems and Support Service Disclaimer

The Partner shall, at its own expense, acquire the equipment, devices, connections, data transfer services, hardware, software and information security that are required for its use of the Services, according to the compatibility requirements set by Leadoo from time to time.

For the avoidance of doubt, Leadoo’s technical support services do not cover defects of the Services and Leadoo is not be responsible for defects of the Services that are caused by: (a) faulty use or third parties; (b) failure to follow these Terms or the usage instructions; (c) a modification or repair performed by anyone else than Leadoo; (d) any equipment, devices, connections, data transfer services, hardware, software or information security not manufactured by Leadoo, or for any changes in the same or for incompatibility issues with the same; (e) the Partner Data or the Partner’s instructions.

 

11. Confidentiality

Each Party shall keep in confidence all Confidential Information received from the other Party, and may not use such Confidential Information for any purposes other than those set forth in the Contract. Leadoo may disclose the Partner’s Confidential Information to its subcontractors for the purposes set forth in the Contract provided that the subcontractors are bound by a confidentiality obligation substantially similar as herein. However, Confidential Information does not include information: (a) which is generally available to the public or otherwise public information through no breach of this confidentiality obligation by the receiving Party; (b) which the receiving Party has received from a third party; (c) which was in the possession of the receiving Party prior to receipt of the same from the other Party; (d) which the receiving Party has independently developed without using the Confidential Information of the other Party; or (e) which has to be disclosed in accordance with a mandatory judicial or other governmental order or otherwise under law. This confidentiality obligation is in force with respect to each Confidential Information for five (5) years from the disclosure of the Confidential Information in question. In addition, Leadoo shall have the right to utilize the know-how, skills and expertise that it has learnt in conjunction with the performance under the Contract and Leadoo shall have a permanent, non-revocable, sublicensable, transferable and free of charge right to use, use, operate, copy, modify, disclose and publish, for any and all purposes, any comments, development ideas and other feedback given by the Partner to Leadoo. By providing the comments, development ideas or other feedback, no confidential, fiduciary or contractually implied or other relationship is created between the Partner and Leadoo, other than pursuant to the Contract. Leadoo undertakes not to identify the Partner as the source of the comments, development ideas or other feedback, unless consented to by the Partner.

12. Reference Use

Leadoo may use the Partner and the Partner’s name and logo in Leadoo’s marketing collateral, websites and promotional materials to identify the Partner as a Service customer of Leadoo.

13. Changes to Terms and Notifications

Leadoo may change these Terms at any time, upon notice, and Leadoo recommends that the Partner reviews the Terms regularly. Leadoo will notify the Partner of any changes Leadoo considers material. The up-to-date Terms can be found on leadoo.com. If the Partner does not accept the amendments of the Terms which are materially unfavourable to the Partner, the Partner may terminate the Contract as the Partner’s sole and exclusive remedy, to expire on the date the amended Terms become effective. The Partner shall notify Leadoo of the termination by email ([email protected]) latest fourteen (14) days before the date the amended Terms become effective. The amended Terms will become effective on the date announced by Leadoo. The Partner’s continued use of the Services after the announced date constitutes the Partner’s acceptance of the amended Terms.

The Partner shall notify Leadoo of any changes in the Partner’s circumstances that may affect the provision of the Services, by email ([email protected]).

Leadoo may make effective notifications to the Partner by push notifications, to the Partner users’ email addresses, phone numbers and other contact addresses, in the user interface of the Services and in other means. The Partner guarantees that each of its users is authorized to receive notifications and to accept changes of these Terms and other terms of the Contract on the Partner’s behalf. 

14. Limitation of Liability

Leadoo’s aggregate maximum liability arising out of and related to the Contract and any and all Partner’s orders for any and all causes of action occurred during any Contract Period, and including the amounts of possible price returns, price reductions and service level credits, shall not exceed the amount of the Service Fee (without value added tax and other governmental charges) paid by the Partner to Leadoo for the said Contract Period.

Except as expressly set out in these Terms, a Party shall have no liability for any: (i) indirect, incidental, special, consequential, exemplary or unforeseeable damages, such as loss of profit, revenue, use, goodwill or savings, business interruption, damage to reputation or for damages payable to third parties, or (ii) loss or alteration of data or for any damages incurred as a result thereof, or for cost of procurement of substitute goods or services.

The limitations of liability shall not apply to damages caused by gross negligence or intentional act or to breaches of the terms of use in clause 5.

No action may be brought by the Partner against Leadoo more than two (2) months after the cause of action has arisen.

15. Personal Data, Privacy and Cookies

When Leadoo is a personal data processor on behalf of the Partner in the meaning of the GDPR, the terms of the Data Processing Agreement, as modified by Leadoo from time to time, will apply: https://leadoo.com/data-processing-agreement-customer/ 

The Partner agrees that Leadoo uses cookies, other tracking mechanisms or other ways of identifying users, to provide the Service. The Partner is solely responsible for the compliance of the Partner’s sites and services with data protection and other laws and regulations, even if the Services are used in connection with the site or services.

Leadoo sometimes shares Partner Data with third party companies and services for the purpose of the provision of the Services. The third-party companies and services include, but are not limited to: Clearbit, Google, PubNub, Twilio, Cycler, Zapier, AWS, DigitalOcean and Pipedrive. For more details, please see Leadoo’s privacy policy, as modified by Leadoo from time to time and which applies: https://leadoo.com/data-protection-and-gdpr/ 

For Services used on any website by the Partner, the Partner must obtain the website users’ legally valid consent to the use of cookies and other tracking and local storage mechanisms and the collection, sharing and use of the users’ personal data for the purposes of the Services, where legally required. The relevant cookies’ and privacy policies shall be easily accessible to the website users all the time when they access the website. The Partner must clearly identify to the users each party that may collect, receive or use users’ personal data as a consequence of the Partner’s use of the Services.

16. Support Services and Disclaimer of Warranties

Except for the Free-Tier Services, Leadoo provides technical support services for the Services in accordance with Sections 4 and 10. Leadoo disclaims warranties of merchantability, fitness for a particular purpose and non-infringement of the Services and disclaims warranties that any information obtained by the Partner as a result of the Services would be accurate or reliable. Leadoo cannot control what kind of material is downloaded or submitted for example by users of websites or what kind of other third-party material the Partner otherwise obtains by using the Services. Leadoo shall not be responsible or liable for any third-party material (such as malicious content or data) obtained by using the Services or for any damage to the Partner’s devices or for loss of data or other damages that result from any third-party material. For the avoidance of doubt, Leadoo is not responsible or liable for third parties’ applications, systems or services that are connected to or used with the Services (such as third parties’ messaging services).

17. Applicable Law and Settlement of Disputes

The Contract shall be construed in accordance with the laws of Finland, excluding its choice of law provisions and the UN Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or relating to the Contract shall be settled primarily through negotiation. If the Parties cannot find a satisfactory solution through negotiation within sixty (60) days from the start of the negotiation, the dispute, controversy or claim shall be settled in the Helsinki District Court in Helsinki, Finland. The Partner expressly waives the right to participate in a class action against Leadoo. Notwithstanding the above, Leadoo shall be entitled to seek equitable and/or injunctive relief to prevent or stop a violation of the terms and conditions in the Contract and take legal actions concerning overdue payments, in any court of law.

18. Miscellaneous

18.1.  Assignment and Subcontractors

Either Party may not assign the Contract to a third party, without the prior written consent of the other Party. However, Leadoo may assign the Contract without the consent of the Partner to a transferee, when assigning the ownership of Leadoo’s business assets or part thereof, or to a Leadoo’s affiliated company, and, for the avoidance of doubt, in merger or demerger. Leadoo may subcontract its duties. Leadoo shall be liable for the work of its subcontractors as for work of its own.

18.2. Survival

Upon termination of the Contract, the provisions relating to title and Intellectual Property Rights, confidentiality, limitations of liability, warranty disclaimers and this clause “Miscellaneous” shall survive. Also, any other provisions which by their nature or wording contemplate effectiveness beyond the termination of the Contract, shall survive the termination. 

18.3. Entire Contract

The Contract (including but not limited to the Terms) constitutes the complete agreement between the Parties with respect to the subject matter hereof and supersedes all previous proposals, marketing materials and other communications between the Parties with respect to the subject matter hereof.

18.4. Severability

If any provision of the Contract is found to be contrary to law, the other provisions of the Contract will remain in force. The invalid provision shall be amended by the Parties, and the Contract shall be interpreted, so as to best accomplish the objectives of the original provision to the fullest extent allowed by law.

18.5. Amendment

No change of the Contract shall be binding unless made in writing and signed by duly authorized representatives of each Party.

18.6. Force Majeure 

Leadoo shall not be liable for delays, defects or damages caused by factors due to an impediment beyond Leadoo’s reasonable control, which Leadoo cannot reasonably be deemed to have taken into account at the time of the conclusion of the Contract, and the consequences of which Leadoo could not reasonably have avoided or overcome. Such events of force majeure shall include, without being limited to, natural disasters, breakdown of electricity or networks, security attacks, failures in Internet or other public networks or data traffic, strikes and other labor disputes or acts of government. A labor dispute shall be considered a force majeure event also when Leadoo is the target or a party to such an action. The force majeure events suffered by Leadoo’s subcontractors are also deemed as force majeure events.