1.1 Subject to execution, this Terms of Service, together with the Scope of Work (collectively, the “Agreement”), sets forth the Services, Duration, and Fees agreed between Pitch121 Ltd (“Supplier”) and the named Client.
1.2 Both documents are sometimes referred to collectively as the “Agreement.”
1.3 Any relationship between Supplier and Client, including provision of the Services, shall be governed by the terms stated in these Terms of Service.
Supplier Registered Information
Client
3.1 The Client is purchasing LinkedIn marketing services (“Services”) as further described in the Scope of Work.
3.2 All Fees, payment cadences (quarterly or monthly), and any applicable volumes or deliverables shall be outlined in the Scope of Work.
3.3 Additional services can be delivered under this Agreement. For the avoidance of doubt, any additional services should be confirmed by the Client’s authorised representative, in writing (e.g., by email). Upon receipt of such confirmation, the Supplier will provide the additional services, and the additional Fees will be chargeable.
3.4 There are no setup fees. Any references to setup fees in other documents or prior agreements shall not apply to this Agreement.
4.1 The Services commence on the “Start Date” (or “Live Date”) specified in the Scope of Work.
4.2 Either Party may terminate this Agreement without notice if there is a material breach of the other Party’s obligations hereunder.
4.3 On termination of the Services, the Supplier shall maintain the Client’s data in a non-billable “On Ice” state for a period of three (3) months post-termination. During this period, subject to the Supplier’s agreement, the Client may reactivate the Services—and by extension, the full Terms of this Agreement—by providing 21 days’ written notice to restart.
4.4 After the three-month “On Ice” period, if Services have not restarted, all data may be deleted without notice and no further Services may be delivered under this Agreement.
4.5 Notice Period Unless otherwise stated in the Scope of Work, the standard notice period is three (3) months, which may be given at any time after three months of service.
5.1 Nature of Processing and GDPR Compliance
With respect to provision of the Services:
5.1.1 The Client is a Controller and the Supplier is a Processor as defined in the Applicable Laws (as defined in the Data Processing Addendum (“DPA”) enclosed as Schedule 1 to this Agreement and which forms part of this Agreement).
5.1.2 Both parties shall comply with the Applicable Laws, as defined in the DPA.
5.2 The Obligations and Rights of a Processor
The Supplier warrants it meets its GDPR obligations in relation to the processing of Personal Data, as defined in the DPA. Refer to the DPA for more details.
5.3 The Obligations and Rights of the Controller
Irrespective of any specific processing activities carried out by the Supplier, the Data Controller retains all rights and obligations as set out by the General Data Protection Regulations (GDPR), and the Supplier accepts no liability for events relating to a client failing to meet their compliance obligations.
5.4 Written Instruction to Process
The Supplier must only act on the written instructions of the Controller (the Client) as defined in the DPA (unless required by law to act without such instructions). The Client warrants that its instructions shall at all times be in accordance with, and shall not cause the Supplier to be in breach of, applicable law.
5.5 Subject Access
The Supplier warrants that it will assist the Controller in providing subject access and allowing data subjects to exercise their rights under the GDPR.
5.6 Controller Obligations
The Supplier warrants that it will assist the Controller in meeting its GDPR obligations in relation to the security of processing, including prompt notification with respect to personal data breaches and data protection impact assessments.
5.7 Deletion
The Supplier will delete all personal data, either as requested or at a time appropriate to the context of its use, e.g., on termination of the contract.
5.8 Right to Audit
The Supplier 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 inform the Controller immediately if it is asked to do something infringing the GDPR or other data protection laws.
5.9 Indemnity and Limitation of Liability
5.9.1 Mutual Limitation of Liability
In no event shall this Agreement cause either Party to become liable to the other Party for any claim or cause of action requesting or claiming any incidental, consequential, special, indirect, statutory, punitive or reliance damages totalling greater than the Fees payable under the Agreement. Any claim or cause of action requesting or claiming such damages is specifically waived and barred, whether such damages were foreseeable or not or a Party was notified in advance of the possibility of such damages. In no event shall the total aggregated value of liabilities caused to be payable under this Agreement, from either party to the other, exceed the value of the Fees payable under the Agreement.
5.9.2 Indemnity
Nothing within this contract supersedes or relieves either party of their own direct responsibilities and liabilities under any applicable laws. Both the Client and the Supplier warrant to adhere to all territory-applicable regulatory frameworks governing the Services (including, for example, GDPR (Europe), PECR (UK), CAN-SPAM (US)). To the extent covered by the Supplier’s professional indemnity insurance policy, the Supplier shall indemnify and keep indemnified, defend and hold harmless at its own expense the Client against all costs, claims, damages, losses, liabilities and expenses incurred by the Client, or for which the Client may become liable, due to any failure of the Supplier to comply with any of its obligations under this Addendum. For the duration of the Agreement, the Supplier shall maintain, and on request provide evidence of, a standard professional indemnity business insurance policy, covering, at a minimum, claims up to £1m per claim or on aggregate.
5.10 Meeting Recordings
To maintain and improve customer satisfaction, the Supplier may record meetings with the Client. All recordings will be handled in compliance with applicable data protection laws and stored securely for internal use only. Clients will be notified prior to the commencement of any recording and may request a copy or deletion of the recording as per data protection regulations.
6.1 Any notice to be served on either party shall be in writing sent by pre-paid post or email to the address of the addressee specified at the beginning of this Agreement (or as otherwise provided in writing). Any notice shall be deemed to have been received by the addressee within 48 hours of posting or 24 hours if sent by email to a valid email address.
6.2 This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior communications, drafts, agreements, representations (other than those made fraudulently), warranties, stipulations, and undertakings of whatsoever nature, whether oral or written.
6.3 No variation of this Agreement shall be valid unless in writing and signed by or on behalf of both parties.
6.4 The invalidity or unenforceability of any term of, or any right arising pursuant to, this Agreement shall not in any way affect the remaining terms or rights.
6.5 Neither party shall be permitted to assign this Agreement to any third party without written consent of the other party, except in the event of a change of control, merger, acquisition, public offering, etc.
6.6 Neither the Agreement nor any of these conditions will be deemed waived, and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by the waiving and/or excusing party.
6.7 Should any provision of this Agreement be invalid or unenforceable, the remainder of this Agreement shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible, or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
6.8 The rights under this Agreement only accrue to a person party to this Agreement. Accordingly, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
6.9 This Agreement, and any non-contractual obligations arising out of it, is governed and construed in accordance with the law of England. Any proceedings resulting out of this Agreement, and any non-contractual obligations arising out of it, shall be held in the courts of England.
7.1 For the duration of this Agreement and for a period of 12 months thereafter, neither party shall employ nor make any offers of employment to any employee of the other party engaged in the performance of this Agreement unless agreed in writing by the other party. Failure to abide by these terms renders the party making the offer liable to a fee equivalent to 30% of the employee’s current or final annual salary, payable to the other party.
8.1 The Client has read and agrees to any payment processes or examples appended as an Appendix to this Agreement or set out in the Scope of Work.
8.2 Unless otherwise stated in the Scope of Work, the Client acknowledges that the first invoice is payable quarterly in advance on or before the Start Date, and subsequent invoices will be issued quarterly thereafter.
8.3 Invoices may be issued with 30 days’ notice, and the Client is responsible for payment in advance on the stated due date.
8.4 It is the Client’s responsibility to ensure that all required PO numbers and values are provided prior to invoice issue dates.
8.5 All pricing is subject to VAT at the applicable rate.
8.6 The standard monthly service fee (where applicable) or quarterly service fee shall be subject to an annual increase of 5%, effective on 1 January each year. For Clients who sign up during the first half of the calendar year (January to June), the price increase takes effect on 1 January of the following year. For Clients who sign up during the second half of the calendar year (July to December), the price increase takes effect on 1 January of the subsequent year.
8.7 Late Payment
Any overdue invoices shall accrue interest at a rate of eight percent (8%) per annum above the Bank of England base rate from the date payment is due until the date payment is made in full.
9.1 Currency Invoicing
If invoicing in a currency other than GBP, the Supplier will invoice for the amount outlined in the Scope of Work, typically using the Bank of England exchange rate on the date the Agreement is signed (“Contract Sign Date”).
9.2 Exchange Rate Fluctuations
If, during the course of work, the relevant exchange rate moves by more than five percent (5%) from the rate used on the Contract Sign Date, the Supplier reserves the right to revise subsequent invoices to maintain the intended GBP value.
9.3 Notification and Payment Adjustments
In such an event, the Supplier will notify the Client in advance so that any automatic payments can be adjusted accordingly. Any new invoice(s) will reflect the adjusted amount aligned with the updated exchange rate, ensuring the Supplier effectively receives the intended GBP amount after conversion.
9.4 Right to Terminate
If the revised exchange rate results in an increase the Client deems no longer viable, the Client may activate its notice period as outlined elsewhere in this Agreement, and Fees during the notice period will remain based on the original exchange rate.
10.1 The Client acknowledges the requirement for a LinkedIn Sales Navigator Advanced account (or equivalent) for each profile being represented, if such profile-based outreach is part of the Services.
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