Terms and Conditions
For the Supply of Services - Business to Business
The Buyer’s attention is particularly drawn to Clause 11 (Limitation of Liability).
1. Definitions
Seller
Keep It Simple Sales Ltd of 167–169 Great Portland Street, 5th Floor, London, England, W1W 5PF.
Buyer
The person or business purchasing the Services from the Seller.
Conditions
These terms and conditions together with any special terms agreed in writing.
Order
The Buyer’s written acceptance of the Seller’s quotation or the signing of a Statement of Work
(“SOW”).
Services
The outbound lead generation, business development and related services provided by the Seller as described in the applicable SOW and Service Level Agreement (“SLA”).
Price
The fees payable for the Services as set out in the SOW.
Introduced Prospect
Any individual or organisation with whom the Seller has initiated contact, arranged a meeting, facilitated communication, qualified as a lead, or otherwise materially advanced a commercial opportunity on behalf of the Buyer during the term of the Agreement, whether or not the Buyer had prior awareness of that contact.
Intellectual Property Rights
All patents, copyright, trade marks, database rights, know-how and other intellectual property rights whether registered or unregistered.
2. Basis of Contract
2.1 These Conditions form the basis of the contract between the parties to the exclusion of all other terms.
2.2 A contract is formed when the Buyer provides written acceptance of a quotation or signs a SOW.
2.3 These Conditions together with the SOW constitute the entire agreement.
2.4 No variation shall be effective unless agreed in writing by both parties.
3. Services
3.1 The Seller shall provide the Services as described in the applicable SOW and SLA.
3.2 The SOW and SLA define the scope, deliverables, timelines, reporting requirements and performance standards.
3.3 The Seller shall exercise reasonable care and skill in providing the Services.
3.4 Unless expressly agreed in writing, the Seller does not guarantee sales results, revenue levels, appointment numbers or conversion outcomes.
3.5 The Seller may appoint suitably qualified personnel or subcontractors and shall remain responsible for performance.
3.6 The Seller may suspend the Services where payment is overdue or where the Buyer is in breach of this Agreement.
4. Fees and Payment
4.1 Fees shall be as set out in the applicable SOW.
4.2 Unless otherwise agreed in writing, fees are payable in advance.
4.3 Payment shall be made by electronic bank transfer, recurring standing order, recurring card payment or other agreed automated payment facility.
4.4 The Buyer authorises the Seller to collect recurring payments in accordance with the agreed payment schedule.
4.5 Time of payment is of the essence.
4.6 The Seller may suspend Services immediately where payment is overdue.
4.7 Interest shall accrue on overdue sums at 8% per annum above the Bank of England base rate, calculated daily until payment is made in full.
4.8 The Buyer shall not withhold or set off any amounts due.
5. Buyer's Obligations
The Buyer shall:
5.1 Ensure that all data, contact lists and materials supplied are accurate and lawfully obtained.
5.2 Remain responsible for compliance with UK GDPR, PECR and all applicable marketing laws.
5.3 Remain responsible for the legality and accuracy of scripts, claims and marketing representations.
5.4 Provide access to systems, CRM platforms, phone line (if agreed in SOW) and personnel reasonably required for delivery of the Services.
6. Compliance and Data Responsibility
6.1 The Buyer warrants that all Personal Data supplied complies with applicable data protection legislation.
6.2 The Buyer shall indemnify the Seller against any claims, fines, penalties or regulatory action arising from the Buyer’s data, scripts or marketing practices.
6.3 The Seller shall process Personal Data only in accordance with lawful written instructions.
6.4 The Seller shall implement appropriate technical and organisational measures to safeguard Personal Data.
6.5 The Buyer consents to the Seller appointing reputable third-party data processors for the performance of the Services. The Seller remains responsible for such processors.
7. Confidentiality
7.1 Each party shall keep confidential information secure and shall not disclose it except as required for performance of the Services.
7.2 Confidentiality obligations continue indefinitely after termination.
8. Intellectual Property
8.1 All methodologies, scripts, systems, templates and processes developed or used by the Seller remain the Seller’s intellectual property.
8.2 The Buyer is granted a non-exclusive licence to use deliverables for internal business purposes only.
8.3 The Buyer shall not copy, reproduce, distribute or reverse engineer the Seller’s proprietary methods or systems.
9. Non-Solicitation of Personnel
9.1 The Buyer shall not, during the term of this Agreement or for 12 months following termination, directly or indirectly solicit or employ any employee or contractor of the Seller involved in providing the Services.
9.2 Breach shall result in a recruitment fee equal to 30% of the individual’s annual remuneration or £15,000, whichever is greater.
10. Non-Circumvention and Commission Protection
10.1 Where the Seller introduces or materially advances an Introduced Prospect, this forms part of the Services.
10.2 Where commission or performance-based fees apply, the Buyer shall pay all agreed commission arising from revenue generated from any Introduced Prospect.
10.3 The Buyer shall not circumvent the Seller by engaging directly with Introduced Prospects to avoid payment of commission.
10.4 This clause applies during the Agreement and for 12 months following termination in respect of any Introduced Prospect first engaged during the term.
10.5 The Buyer shall maintain accurate records relating to Introduced Prospects where commission applies.
11. Limitation of Liability
11.1 Nothing limits liability for death, personal injury or fraud.
11.2 The Seller shall not be liable for loss of profit, revenue, business opportunity or any indirect or consequential loss.
11.3 The Seller’s total liability arising under or in connection with the Contract shall not exceed the total fees paid under the Contract, up to a maximum of £20,000 (Twenty Thousand British Pounds).
11.4 This clause survives termination.
12. Term and Termination
12.1 The Agreement shall commence on the start date specified in the SOW and continue for an initial fixed term of six (6) months (“Initial Term”).
12.2 Upon expiry of the Initial Term, the Agreement shall automatically continue on a rolling three (3) month basis (“Renewal Term”).
12.3 Following the Initial Term, the Seller may terminate by giving not less than three (3) months’ written notice.
12.4 The Buyer may, at any point terminate Services by giving not less than (1) months' written notice.
12.5 During the Initial Term, termination for convenience is not permitted.
12.6 Either party may terminate immediately for material breach not remedied within fourteen (14) days of written notice.
12.7 Upon termination by either party, all outstanding invoices and fees due during any notice period shall become immediately payable.
12.8 Upon termination by either party, there shall be no refunds or reimbursements of invoices and fees paid.
12.9 Termination shall not affect accrued rights or obligations.
13. Insurance
The Seller shall maintain adequate professional indemnity insurance throughout the term of this Agreement.
14. Independent Contractor
Nothing in this Agreement creates a partnership, joint venture or employment relationship. The Seller is responsible for its own tax obligations.
15. Force Majeure
Neither party shall be liable for delay or failure due to events beyond reasonable control.
16. Assignment
The Seller may subcontract or assign its obligations.
The Buyer may not assign this Agreement without prior written consent.
17. Entire Agreement
This Agreement constitutes the entire agreement between the parties.
18. Governing Law and Jurisdiction
This Agreement is governed by the law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
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Registered Address
Keep It Simple Sales Ltd
167-169 Great Portland Street
London
W1W 5PF
Companies House 16993799
ICO Registration ZC106447
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All rights reserved.