By using any of our services, You confirm that You are in agreement with and bound by the terms and conditions below. These Conditions shall, together with the Proposal issued to You by Us describing the Services, constitute the whole agreement between You and Lead Vault Ltd. Lead Vault reserves the right to amend these terms and conditions at any time. We advise You periodically check these terms for alterations. Lead Vault Ltd, registered in England. 63-66, Hatton Gardens, Fifth Floor, Suite 23, London, England, EC1N 8LE.
Last updated 12 Jan 2024
1. The Services
1.1. We will provide the Services to You during the Term.
1.2. For Us to provide the level of service proposed we will require input from You to gather information about your business, products and services relevant to the Services. You shall devote such time as is reasonably necessary to provide this information in a timely manner upon request and will make a suitable manager or another senior employee available when reasonably necessary to facilitate the orderly flow of requests and information between Us and You.
2. Payment Terms
2.1 During the Term, You will pay the Charges on the dates specified above. The payment terms that have been agreed will be included at the bottom of each invoice.
2.2 The Charges for the Services shall be the amount set out at the point of sale and will automatically renew at the end of each month, from the date of the original invoice date, unless otherwise agreed
Without prejudice to any other right or remedy that Lead Vault may have, if You fail to pay Lead Vault on the invoice due date, Lead Vault may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. Lead Vault may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) Suspend all Services until payment has been made in full.
(c) If the customer’s account remains in debt for more than 1 calendar month, then a £40 late payment fee will be added to the customer’s outstanding balance (£70 if the outstanding invoice is £1000 or more).
2.3 The services provided by Lead Vault will automatically renew at the end of each month, from the date of the original invoice date, unless otherwise agreed.
3. Consequences for Late Payment
3.1. If our Charges are not settled in accordance with our payment terms then, without prejudice to any other rights we may have, we reserve the right to suspend performance of the Services until payment is received in full. Prompt payment is therefore required in order that no disruption to the Services provided by Us takes place.
4. Non-Provision of Work
4.1 In instances where the necessary work or materials are not provided, our team will utilize the allocated time to perform other relevant tasks such as account reviews, strategic planning, and optimization suggestions to ensure your account remains on track.
5. Disclosure and Intellectual Property
5.1. Neither party shall at any time disclose to any third party any confidential information of the other party which is acquired prior to or during the term of this Agreement.
5.2. All parties acknowledge that each party owns the Intellectual Property rights of their own brand and any designer content created by them.
6. Term and Termination
6.1. This Agreement shall come into force on the date of receipt of the Initial Payment.
6.2. After the Initial Term this Agreement shall renew automatically for successive Additional Terms of six months, unless You cancel the provision of the Services in accordance with the notice requirements in clause 7, or this agreement is terminated earlier in accordance with these Conditions.
7. Cancellation of Services by You
7.1. In the event that You wish to cancel receipt of the Services provided by Us, You must give Us notice of your intention to do so. You must give Us notice at least 30 days before the Initial Term or Additional Term (as applicable) ends. If You do not give sufficient notice to cancel the Services, an Additional Term will automatically apply, so it is important that You give notice in good time.
7.2. You can give notice verbally to your account manager, but it must be confirmed in writing by email to accounts
eadvault.vip. If You receive an automated response that indicates that we may not have received your email, it is important that You try again or send Us a letter in the post to our registered office.
8. Cancellation or Suspension of Services by Us
8.1. We can suspend the provision of the Services if You do not meet any of your payment obligations (whether as to the amounts or dates of payment) or we can cancel this Agreement by giving You written notice.
8.2. A cancellation notice issued by Us under clause 7.1 will be effective immediately, and we shall be entitled (but not required) to issue You with an invoice for the balance of the Charges that would have fallen due over the remainder of the Initial Term or Additional Term (as applicable).
9. Transfer of the Site(s) receiving the Services
9.1. If the ownership of the Site(s) receiving the Services transfers to another business, You will remain liable for the Agreed Budget Charges for the remainder of the Term unless we consent to the novation of this Agreement to the new owner.
9.2. If You notify Us that You have closed the Site(s) receiving the Services and no longer have an interest in receiving the Services, we may (at our discretion) terminate this Agreement with immediate effect. If we do so, we may issue You with an invoice for the balance of the Charges that would have fallen due over the remainder of the Initial Term or Additional Term (as applicable).
10. API
10.1. API documentation must be provided to Lead Vault prior to the commencement of any new campaign. This must include (but not limited to) any mandatory and non mandatory fields, response codes, test lead sample of data to be received, as well as any login credentials for access to an online portal to validate data that is being sent (if applicable).
10.2 Lead Vault may take up to 5 working days to implement new API integrations. This will enable our team to fully test and verify the lead data that is being sent, is received as intended by the receiving party.
10.3 You are responsible for any additional time that is spent once the API has been signed off. This includes any changes or missing fields that were not disclosed during the initial setup process.
11. Account Management
11.1 Each client will be assigned a dedicated account manager. Any account queries, issues or changes need to go through them.
12. Ad Account Payments
12.1 It is your responsibility to keep the ad account billing in good standing order. We are unable to work on any account when there is an outstanding balance. The billing cycle will remain the same irrespective of whether the Ad account is spending or not.
13. Ad Account Suspension
13.1 While we take every measure to avoid account suspensions, we will not be responsible for ad suspension, business page/profile that violate community guidelines.
14. Compliance
14.1 Lead Vault will always follow compliance in line with company policies and legislation however it is the responsibility of the client to ensure any content that is provided is signed compliant with their respected governing or regulated body (if any).
14.2 Any articles or information that we post on your behalf must be signed off by the client first.
15. Ownership
15.1 Any 3rd party accounts that Lead Vault manages (owned other than by Lead Vault themselves) are owned by their respective owner. Any work, media or campaign creative that Lead Vault creates falls under CC BY-ND 4.0 DEED.
15.2 Lead Vault reserved the right to delete any of the adverts, posts or other media that has been created upon termination of the agreement.
16. Data Protection
16.1. We will both comply with all applicable requirements of the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation (EU) 2016/679) and any other directly applicable European Union regulation relating to privacy (“Data Protection Legislation”). This Condition is in addition to, and does not relieve, remove or replace, either of our obligations under the Data Protection Legislation.
16.2. The provisions to our Data Protection Terms and Conditions, as amended from time to time, shall apply to this agreement as if they were set out in full to these Conditions.
16.3 Lead Vault will ensure at all times that the data is processed and handled in accordance with data protection laws. All campaign reports that are sent to You, will be password protected.
16.4 It your duty to ensure that any information sent to Lead Vault (including, but not limited to email, WhatsApp, Messenger or SMS) is encrypted in line with local data protection guidelines. You must encrypt data prior to transmission over an insecure channel and ensure it is still protected. This applies, but is not limited to any Excel spreadsheets or campaign reports. A secure channel provides assurance that the content cannot be understood if it is intercepted
16.5 Failure to meet the requirement set out in 16
.4 may result in immediate termination of this agreement. Article 32 GDPR makes clear that the controller and processor should have appropriate technical and organisational measures in place to ensure an appropriate level of security of personal data: the ability to detect, address, and report a breach in a timely manner should be seen as essential elements of these measure. Under Art. 33 GDPR; Lead Vault reserves the right to report any such breach to the ICO within 72 hours of a breach being identified
17. Our Liability
17.1. We shall not be liable to You for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
17.2. Our aggregate liability to You in respect of any claims based on events in any 12 month period arising out of or in connection with this Agreement (or any related contract including website design or hosting), whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Charges actually paid by You to Us under this Agreement and any related contract in that 12 month period.
17.3. Nothing in this Agreement shall operate to exclude or limit our liability for:
a. death or personal injury caused by our negligence;
b. fraud;
c. any other liability which cannot be excluded or limited under English law.
18. Bankruptcy
In the event of either party becoming bankrupt or insolvent or committing any act of bankruptcy or insolvency or going into liquidation or in the event that a Receiver or Administrator or Administrative Receiver is appointed in respect of any of its assets, the other party shall have the right to terminate this contract with immediate effect with no further liability (save for any accrued rights of action or damages due to them on the date of termination) to the other party.
19. Governing Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its formation, including non-contractual disputes or claims, shall be governed by English Law, and the parties submit to the exclusive jurisdiction of the courts of England to settle any such dispute or claim.