Terms & Conditions

INTERPRETATION

1. The definitions and rules of interpretation in this clause apply in these terms and conditions.

Contract: the Customer's purchase order and the Supplier's acceptance of it under condition 3 .

Supplier: Found.net is a trading name of Artemis Eight LLP, a company incorporated in England and Wales with registered number OC311651 whose registered office is at 88 Crawford Street, London, W1H 2EJ.

Client: the person, firm or company who purchases Services from the Supplier.

Services: the services of supply of business Leads to be provided by the Supplier under the Contract.

Leads: a Telephone Lead or an E-mail Lead.

Telephone Lead:  an initial phone call from a Consumer received by the Client as a result of the Supplier’s Marketing Campaign lasting more than 30 seconds from the time of connection.

E-mail Lead: a receipt by the Client upon the Client’s request of the contact details of a Customer who has made an e-mail enquiry as a result of the Supplier’s Marketing Campaign. 

Marketing Campaign: a campaign conducted by the Supplier which includes but is not restricted to Search Engines advertising, Search Engine natural listing, banner advertising, opt-in email marketing, online directories and offline display advertising.

Consumer: a prospective consumer of the Client’s services.

Client’s Content: all text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials featured, displayed or used or to be featured on the Client’s business website.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. .

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

APPLICATION OF TERMS AND CONDITIONS

1. These terms and conditions shall:
   1. apply to and be incorporated in the Contract; and
   2. the supply of the Services shall be subject to these terms, which shall take precedence over any terms and conditions of the Client and over any inconsistent terms or conditions implied by law, trade custom, practice or course of dealing.
2. Any variation of the Contract shall be in writing and signed by or on behalf of the parties.

EFFECT OF PURCHASE ORDER

1. The Client completes a purchase order by providing the requisite information on the sign up page of the Supplier’s website and clicking a DEPOSIT button.
2. The Client’s purchase order constitutes an offer by the Client to purchase the Services specified in it on these conditions at a price specified in the quote supplied by the Supplier; accordingly, the execution and return of the acknowledgement copy of the purchase order form by the Supplier, or the Supplier's commencement or execution of work pursuant to the purchase order, shall establish a contract for the supply and purchase of those Services on these conditions.

INTELLECTUAL PROPERTY RIGHTS

1. The Client grants to the Supplier a royalty-free, world-wide, non-exclusive licence to use the Client’s Content for the purposes of provision of Services under this Contract.
2. Except as expressly set out in clause 4a this agreement does not transfer or grant to the Supplier any right, title or interest in any intellectual property rights in or to the Customer Content.

APPLICABLE LAWS AND REGULATIONS

1. Both parties shall comply with all relevant self-regulatory codes, including but not limited to, the British Codes of Advertising and Sales Promotion and the Direct Marketing Association Code of Ethics, and other relevant codes of advertising laid down whether on a statutory or a self-regulatory basis. Both parties shall abide by the rulings of the Advertising Standards Authority, the Committee of Advertising Practice, ITC and the Radio Authority.
2. In order to satisfy the requirements of these codes or any statutory requirements the Client must ensure that the information about the Client’s business services provided to the Supplier is compliant with all local laws (whether consumer, public or civil), regulations and codes in all countries in which use is intended.
3. The Client must also ensure that suitable objective factual product and other information is available as required.
   
   For example, it is a fundamental requirement of the British Codes of Advertising and Sales Promotion that an advertiser should, prior to publishing its advertising have to hand all documentary and other evidence necessary to substantiate any claims being made.
   
   
4. It shall also be the Client's responsibility to ensure that the Client’s Content carry all disclaimers, warnings and public information which any competent lawyer of the Client in any of the relevant jurisdictions would advise.
5. Accordingly the Client agrees to indemnify and hold harmless the Supplier and its agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action alleging that the information about the Client’s business services or use of them are contrary to any law, code or regulation in any country.

THE SCOPE THE SERVICES

The Supplier shall:

1. On conclusion of the Contract the Supplier shall create and maintain a Client Account.
2. On receipt of a request to pause or to resume the Client Account implement the request within 24 hours.
3. On receipt of a request for a refund of unused spend implement the request within a maximum of 72 hours.
4. Advertise the Client’s business services by means of a Marketing Campaign conducted by the Supplier and its agents.
5. For the purposes of the Marketing Campaign the Supplier reserves a right to make any amendments of the Client’s Content in the copy of the website hosted by the Supplier.
6. For the purposes of the Marketing Campaign the Supplier reserves a right to create a landing page for the Client’s business services designed and hosted by the Supplier.
7. For the purposes of the Marketing Campaign the Supplier reserves a right to advertise a unique telephone number for the Client’s business services.

THE CLIENT’S ACCOUNT

The Client Account shall enable the Client to perform the following operations: 

1. View business leads delivered before midnight of the previous day;
2. View account credit balance;
3. Make a request to pause and to resume the Client Account;
4. Change Client’s contact details;
5. Change Client’s credit card details;
6. Change the top up amount;
7. Make a request for a refund of unused spend.

CLIENT’S WARRANTY

The Client warrants that to the best of its knowledge information and belief all information regarding the Client’s business services supplied to the Supplier before and during the performance of the Contract will be accurate and not in any way contrary to English law.

CHARGES AND PAYMENT

1. The Client shall prepay for the Services by means of a credit or debit card.
2. The details of the Client’s card are stored securely by the Supplier.
3. The cost of Leads will be as specified in the quote provided to the Client prior to the Client completing the Purchase Order.
4. The Client’s credit or debit card is charged for the amount equivalent to the cost of four Leads when the Purchase Order is accepted by the Supplier.
5. When completing the Purchase Order the Client specifies the top-up amount which is charged automatically to the Client’s a credit or debit card when the Client Account has insufficient funds to pay for the Leads supplied.
6. The Client has a right to change the top-up amount in the course of the management of the Client Account.
7. The sum payable by the Client is determined by reference to the number of leads provided.
8. The cost of the Marketing Campaign is borne out by the Supplier.
9. The Client has a right to request a refund of unused spend.
10. The Supplier has maximum of 72 hours to action the request for a refund of unused spend.  
11. Unused spend is defined as the credit balance at the time of the refund, not at the time of the request.
12. All sums stated in any quotation exclude VAT (unless otherwise stated) which shall also be payable by the Client at the rate prevailing from time to time.

LIMITATION OF LIABILITY

1. The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
   1. any breach of the Contract;
   2. any use made by the Client of the Services; and
   3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
3. Nothing in these conditions excludes the liability of the Supplier:
   1. for death or personal injury caused by the Supplier's negligence; or
   2. for fraud or fraudulent misrepresentation.
4. Subject to  condition 10b and condition 10c:
   1. the Supplier shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss or for any special, indirect or consequential loss costs, damages, charges or expenses however arising.
   2. the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.

TERMINATION

1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
   1. the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
   2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
   3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
   4. a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
   5. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
   6. the other party ceases, or threatens to cease, to trade; or
   7. there is a change of control of the other party; or
   8. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
2. Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.

FORCE MAJEURE

The Supplier shall have no liability to the Client under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

WAIVER

1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
2. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

SEVERANCE

1. If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

STATUS OF PRE-CONTRACTUAL STATEMENTS

Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Contract.

ASSIGNMENT

1. The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

THIRD PARTY RIGHTS

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

NOTICES

Any notice under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Contract, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in the Contract. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

GOVERNING LAW AND JURISDICTION

1. The Contract and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.