General Terms & Disclaimer 1.1. Any person or business in receipt of products or services is, for the purpose of this agreement, “Client”. 1.2. All Service Orders are subject to acceptance by the Supplier in its sole discretion. 1.3. The Service Order, the Terms of Service and any documents or links referenced are sometimes referred to collectively as the “Agreement”. 1.4. Any relationship between Supplier and Client, including the provision of the Services, shall be governed by the terms stated in this Service Order. 1.5. Client agrees to pay the Fees for the Services in accordance with the Payment Terms. 1.6. The Client agrees to approve 80% of all leads sent through based on the targeting agreed with Pitch121. 1.7. Additional services can be delivered under this agreement. For the avoidance of doubt, additional Services should be confirmed by the Authorised Representative of the Client, in writing, by email. Upon receipt of a written confirmation for Services, the Supplier will provide the additional Services and the additional Fees will be chargeable. 1.8. The use of The Pitch121 App named FANbase is solely a risk taken by the user. FANbase is one of the safest tools and can be used from all parts of the world at any time. However, Pitch121 does not take responsibility for the product being interrupted or unavailable at times. Pitch121 will inform its clients in case of maintenance of the website and/or the product unless it is (being) an emergency. 1.9. Pitch121 is not authorized as an official partner of LinkedIn. Pitch121 does not take responsibility for the practices and policies of LinkedIn. Pitch121 is not responsible for the personal account of the client or what purposes the product is used for. Pitch121 is not responsible or liable, in case of a banning of the user’s account due to the activities executed by the client.
Duration of the Services:
2.1. The set-up commences on the Start Date 2.2. Either Party may terminate this Agreement without notice if there is a material breach of the other Party’s obligations hereunder.
Data Protection, Privacy and Compliance
3.1. Nature of Processing and GDPR Compliance
With respect to provision of the Services; 3.1.1. Client is a Controller and Supplier is a Processor as defined in the Applicable Laws (as defined in the Data Processing Addendum (“DPA”) enclosed as Schedule 1 to this 3.1.2 Agreement and which forms part of this Agreement.
3.2. The obligations and rights of a processor
Supplier warrants it meets its GDPR obligations in relation to the processing of Personal Data as defined in the DPA. Refer to DPA for more details
3.3. 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.
3.4. Written Instruction to Process
As set out by law, a processor must only act on the written instructions of the controller as defined in the DPA (unless required by law to act without such instructions). Client warrants that its instructions to process data shall at all times be in accordance with, and shall not cause Supplier to be in breach of, applicable law;
3.5. Controller obligations
Supplier warrants that it will assist the data controller in meeting its GDPR obligations in relation to the security of processing, such assistance to include prompt notification with respect to personal data breaches and data protection impact assessments.
3.6. Deletion
Supplier will delete all personal data, either as requested or at a time appropriate to the context of its use. I.e. on Termination of the contract.
3.7. 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 tell the controller immediately if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state.
3.8. Indemnity and Limitation of Liability
3.8.1. 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. 3.8.2. Indemnity Nothing within this contract supersedes or relieves either party of their own direct responsibilities and liabilities under any applicable laws. Both Client and Supplier warrant to adhere to all territory-applicable regulatory frameworks governing the Services (including for example, the GDPR (Europe), PECR (UK) and CANSPAM (US). To the extent covered by Suppliers professional indemnity insurance policy, Supplier shall indemnify and keep indemnified, defend and hold harmless at its own expense Client against all costs, claims, damages, losses, liabilities and expenses incurred by Client, or for which 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, 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.
General
4.1. 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 at specified at the beginning of this Agreement. It is the duty of each party to notify the other of the appropriate address. 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 the valid email address detailed in this Agreement. 4.2. 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 between the parties. 4.3. No variation of this Agreement shall be valid unless in writing and signed by or on behalf of both parties. 4.4. 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. 4.5. Neither party shall be permitted to assign this Agreement to any third party without the written consent of the other party except in the event of a change of control, merger, acquisition, public offering, etc. 4.6. 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. 4.7. Should any provision of this Agreement be invalid or unenforceable, then 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. 4.8. 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. 4.9. This Agreement, and any non-contractual obligations arising out of them, are governed and construed in accordance with the law of England and any proceedings resulting out of this Agreement, and any non-contractual obligations arising out of them, shall be held in the Courts of England.
Payment Methods and Terms:
5.1. The Client has read and agrees to payment by monthly Direct Debit 5.2. All pricing is subject to VAT at the applicable rate.
Pre-requisites
6.1. Client acknowledges the requirement for a LinkedIn Sales Navigator Advanced account for each profile being represented.
