Last Updated: 20 July 2024

These Terms and Conditions govern the introductory Services provided by leads-vendor.com make accessible to you when you sign up with us. In addition, these agreement (also refer to as, Terms and Conditions) comply with the use of any website terms of use that apply from time to time that contain vital information about your obligations, legal rights and, it is a legally binding agreement between us (“us”, the “Leads Vendor Limited”), and You ( “you” the Lead/customers) (“we”, “us”, “Leads Vendor Ltd”).

You are advice to  read these Terms and Conditions carefully before using leads-vendor.com Website, as by using our Platform and introductory Services, and by accepting our Terms and Conditions when prompted on our Website, you agree to be bound by all agreements which constitute leads-vendor.com Service, including the Terms of Use, Privacy Policy and Cookies Policy, and also agreed to comply with them.

If you choose to use our leads-vendor.com, you must firstly read and agree to leads-vendor.com Terms and Conditions. If you do not understand this Terms and Conditions or you do not agree to all of leads-vendor.com terms and conditions, you may choose not to use leads-vendor.com and do not have click to accept this leads-vendor.com or “sign-up”. If you choose to use our introductory Services on behalf of a service provider/business or a legal entity, please ensure that you have been authorised or have authority to agree to our Terms of Service on behalf of that service provider/business or legal entity.

You can/may only use leads-vendor.com, you confirm that you are at least 18 years or older.

About us

We, leads-vendor.com Limited Company (“we”, “us”, “Leads Vendor Ltd”) make the introductory Services available all it’s user via the Website portal (www.leads-vendor.com). We are a registered company in England and Wales under company number 15574914, registered address Suite G04 1 Quality Court, Chancery Lane, London, England, WC2A 1HR. Our VAT number is ……………….

You can contact us:

• By email at …………………..
• By phone at …………………
• By post to Suite G04 1 Quality Court, Chancery Lane, London, England, WC2A 1HR

1. Definitions and Interpretation
   • In these Terms and Conditions, the following words and expressions have the following meanings:

1.2. all headings are for aid of reference only and will not affect the structure or explanation of these Terms and Conditions;

1.3. references to a “person” include any individual, body corporate, firm, association, partnership, trust, organisation, government, local or municipal authority, joint venture, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);

1.4. references to any legislation or legislative provision will include any subordinate legislation made under it and will be construed as references to such legislation, legislative provision and/or subordinate legislation as modified, extended, amended, consolidated, re-enacted and/or replaced and in force from time to time;

1.5. any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them and the ejusdem generis rule will not apply;

1.6. references to “in writing” or “written” include e-mail.

2. leads-vendor.com contractual model & a description of the Introductory service

2.1. The leads-vendor.com portal is a web-based communications platform which enables links between Leads/Customers and service Provider/Professionals. “Leads/Customers” are individuals and/or businesses seeking to obtain short-term and/or Long-term services from Service Provider/Professionals and are therefore clients of Service Provider/Professionals, and “Service Provider/Professionals” are businesses seeking to provide services for Leads/Customers.

2.2. SERVICE PROVIDER/PROFESSIONALS ARE INDEPENDENT CONTRACTORS AND INDEPENDENT BUSINESS OWNERS OF LEADS/CUSTOMERS AND NOT PARTNERS, REPRESENTATIVES, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS OR FRANCHISEES, JOINT VENTURERS OF LEADS-VENDOR.COM. LEADS VENDOR DOES NOT CARRY OUT TASK/SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO CARRY OUT TASK/SERVICES. BY LINKTING PEOPLE AND BUSINESSES SEEKING TASK/SERVICES WITH SERVICE PROVIDERS/PROFESSIONALS, LEADS-VENDOR.COM OPERATES AS AN ONLINE PORTAL-MARKETPLACE THAT LINKS LEADS/CUSTOMERS WITH SERVICE PROVIDERS/PROFESSIONALS WHO WISH TO CARRY OUT A VARIETY OF SERVICES.

2.3. leads-vendor.com operates the website portal which has been established to introduce the provision of potential leads/customers’ contact details to service provider/professionals for the provision of a wide range of tasks/services. upon acceptance of these terms and conditions by you, and in exchange for the fees, leads-vendor.com make available contact details to you from time to time as more particularly described below.

2.4. Prospective Leads/Customers will be able to search our website portal to find potential service provider/professionals to meet the Prospective leads/Customer’s requirements. We call Prospective leads/Customer post “Leads”, and each lead will post details about the Prospective Leads/Customer’s requirements for tasks/services quotes.

2.5. By accepting these Terms and Conditions, you agree that you will need to register as a “Service Provider/Professional” on our website portal, which will mean that you will have the right to access relevant Leads in exchange for Subscription fee. If you pay Subscription fee to be able to access Leads/Customer, leads-vendor.com will link available leads with you the contact details which have been provided by Prospective Leads/Customers. Leads/Customers can as well view your contact details and your profile and either of you can then be known as Contacts linked, so that you can get in touch with each other.

2.6. The Prospective Leads/Customer will be entitled to review any responses or quote they receive from you and other Service Providers/Professionals and may or may not decide to enter into a separate contract with you or another Service Provider/Professional. Where you are engaged by a Prospective Leads/Customer, those persons will become your Leads/Customer. For the avoidance of doubt, a Lead/Customer is a Leads/customer of the Service Providers/Professional, and not a customer of leads-vendor.com.

2.7. Upon completion of a Service Providers/Professional’s registration on our website portal, leads-vendor.com shall make available a link from your profile within our portal to the Service Providers/Professional’s to input own website, and shall include a ability for Leads/Customers to review a Service Provider/Professional’s performance which shall be available on our website portal for Prospective Leads/Customers to see. Any reviews left are the Leads/Customers’ own opinion, and leads-vendor.com is not liable to you in any way whatsoever for the content of such reviews. leads-vendor.com reserves the right (but is under no obligation) to remove Review and feedback posted or information that violate the Terms of Use or negatively affects our website, diminishes the integrity of the review and feedback system or otherwise is inconsistent with leads-vendor.com interests. You will ensure that any website that is linked to your profile on the website portal complies with all applicable laws, guidance and regulations.

2.8. Service Provider/Professionals who subscribe to any of our Subscription Services will be liable for additional fees displayed on the website portal from time to time.

Important:
leads-vendor.com acts only as a introductory business to link Service Providers/professionals with Leads/Customers Contacts referred to above, and the provision of any services by a Service Providers/Professional (including the Services provided by you) to a Lead/Customer will be subject to an entirely separate legal contract between both parties. If there are any issues/concerns with performance of those Services by you, the Leads/Customer will have legal rights of redress against you, as the Service Provider/Professional, directly.

3.Account registration and related information on leads-vendor.com

3.1. Users may be subject to a review and validation process before they can register for and during their use of our website portal, which may include but is not limited to: identity verification, right to work checks, and criminal background checks, using third party services as appropriate. Although leads-vendor.com may perform Background Checks, we cannot confirm that each User is who they claim to be, and leads-vendor.com cannot and does not assume any responsibility for the accuracy or reliability of Background Check information before validation and after validation. 

3.2. By registering for an Account, you represent that you:

3.2.1. agree to be bound by these Terms and Conditions;

3.2.2. are doing business under your own name as a self-employed individual or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity);

3.2.3. will use our Introductory Services for business purposes only;

3.2.4. will act in accordance with all applicable local, state, provincial, national, or international law or custom and in good faith and will in any event not use the website portal to upload or host any illegal content or services;

3.2.5. will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting;

3.2.6. will respect the privacy (including without limitation private, family and home life), property, and data protection rights of Users and will be courteous to both Users and leads-vendor.com members of staff;

3.2.7. will fulfil the commitments you make to other leads-vendor.com Users, communicate clearly and promptly through the chat thread, be present and/or available at the time you agree upon with your Lead/Customer, and only operate the third party payment service provider specified or approved by leads-vendor.com to make or receive payment for Subscription fee only that is provided via our website portal; but payment structure should be agreed with Leads/Customers outside leads-vendor.com and Leads Vendor Ltd ( is not liable to Service Providers/Professionals and Leads/Customer relating to agreement you both signed for such payment plan; and

3.2.8. are either a legal entity or an individual who is at least 18 years old, and that you can form legally binding contracts.

3.3. You also represent and warrant that:

3.3.1. You have the unrestricted right to work in the jurisdiction in which you will be performing Services;

3.3.2. If the task/Services are performed in a jurisdiction that requires you to have a business license or business tax registration, you have the required business license or business tax registration;

3.3.3. You are responsible for identifying and obtaining any required licenses, permits, or registrations before offering Services and undertaking Services;

3.3.4. You have any and all insurance required to operate your business and provide your tasks/Services including insurance that covers any damage or caused bodily harm, or committed errors, in the performance of your tasks/Services;

3.3.5. You will respect your commitments to other leads-vendor.com Users on our website portal, including by responding to invitations promptly; and providing timely; performing the Services as agreed upon with your Customer, high-quality services to your Leads/Customers;

3.3.6. You will only offer and provide tasks/services for which you have the necessary skills and expertise, and provide those task/services safely and in accordance with all applicable laws; and

3.3.7. any data, images or other documents that you upload to the website portal are true, accurate and complete and you have obtained all the necessary licences, authorisations or/and consents necessary to use and upload such content.

3.4. You agree that you (and will acquire that any Users employed by or affiliated to you) will not:

3.4.1. attempt to copy, modify, frame, mirror, duplicate, create derivative works from, republish, download, transmit, display, or distribute all or any portion of our website portal in any form or media or by any means;

3.4.2. attempt to reverse compile, decompile, reverse engineer, disassemble or otherwise reduce to human-perceivable form all or any part of our website portal;

3.4.3. access all or any part of our website portal in order to build a service or product that contends with the introductory Services;

3.4.4. sell, rent, licence, lease, assign, transfer, distribute, disclose, display or otherwise commercially exploit, or otherwise make our website or any Contacts available to any third party except with the express written agreement of leads-vendor.com;

3.4.5. permit the introduction or introduce, any vulnerability or virus into our website portal network and information systems;

3.4.6. not submit reviews and/or feedback for its own services, nor report any reviews and feedback by third parties other than in good faith;

3.4.7. attempt to re-register an account on the website portal having been banned previously; or

3.4.8. attempt to secure the contact details of Prospective Leads/Customers via our website portal by any means for personal use other than for the purpose explain above, including making unnecessary contacts with Leads/Customers (or sharing leads/Customer’s) contact details publicly visible on your website or/and in any form of sharing.

3.5. To register for an Account to use our introductory Services, you must complete a Service provider/Professional profile, which you consent to be shown to Prospective Leads/Customers and, unless you change your privacy settings, to be shown to the public. You agree to provide complete and accurate information on your profile and to keep that information current as much as possible. You agree not to provide any misleading and/or false information about your identity or locations, your business, the beneficial owner(s) of your business, the services your business provides, or skills, and you agree to correct any information that is or becomes misleading and/or false. We reserve the right to terminate or suspend your Account, or access to our website portal, of anyone who provides inaccurate, false, or incomplete information. You may only create one Account per business that you operate. leads-vendor.com reserve the right to remove any duplicate accounts that are managed or controlled by you for materially the same or similar Services.

3.6. If you create an Account as agent or/and as an employee on behalf of a company, you represent and warrant that you are authorised to enter into binding contracts, on behalf of the company and yourself. More than one person can create an Account as an employee or agent on behalf of the same company.

3.7. You agree not to request or allow another person to create an Account for you, your use, or your benefit, except that authorised employees or agents may create an Account on behalf of your business. By granting other Users permissions under your Account, you represent that:

3.7.1. the User is authorized to act on your behalf; and

3.7.2. you are fully responsible and liable for what the User does and does not do, including with respect to making payments and entering into Leads/Customer Contracts and the Terms of Use.

If any User granted permissions under your Account with leads-vendor.com violates these Terms and Conditions, it may affect your ability to use our Introductory Services. When an Account is closed, leads-vendor.com may close any related Accounts as well.

3.8. To use our Introductory Services you must register for an Account with a username and password and pay a subscription fee. You are responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share them with anyone. You are responsible for any use of our Introductory Services with your username and password and, if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password you must notify it immediately to leads-vendor.com. You further agree not to use your leads-vendor.com account or log in with the username and password of another Service provider/Professional, without specific consent.

3.9. Where you have subscribed to leads-vendor.com Verified, such subscription is subject to us being able to carry out the necessary verification checks on you and/or your business. To the extent that we are unable to carry out such checks, or unable to verify you and/or your business through such checks, we will not be obliged to display a ‘Service Provider/Professional verified’ symbol next to your profile on the website Portal. In such cases you would be entitled to a refund in accordance with clause 8. 

4.Ranking and feedback criteria for sellers/ service providers/Professional

4.1. When a Lead/Customer post a task/service request, leads-vendor.com may show a list of Service Provider/Professionals who meet the requirements of the Leads/Customer’s request. Service Provider/Professionals on the list are ranked by Service Provider/Professionals based on a default algorithm which values certain criteria at the point of registration.

4.2. The possession of certain criteria enables the algorithm to select the best matches for the Leads/Customer’s request posted. Among the Service Provider/Professionals who provide the Service requested by the Lead/customer in a specific location, the algorithm attributes a higher ranking to those who:

4.2.1. have a full, up-to-date profile with signs of great experience prior to joining leads-vendor.com;

4.2.2. have positive performance on leads-vendor.com and a strong feedback and/or review score;

4.2.3. respond to Customer requests Posted on our website portal very quickly;

4.2.4. are highly active on the website postel; and/or

4.3. The fact that there is a default algorithm in no way prevents a leads/Customer from choosing the Service Provider/ Professional of their choice.

5. Quality of the Introductory Services

5.1. our Introductory Services will be provided via leads-vendor.com using reasonable skill and care. Time will not be of the essence where we have stated on the website portal that any Contacts will be provided within a prescribed period of time.

5.2. In the case of leads-vendor.com’s performance of our Introductory Services, unless clearly stated otherwise in these Terms and Conditions, all conditions, warranties, and other terms implied by law (whether by common, statute, law or otherwise) are excluded from these Terms and Conditions

5.3. We do not make any guarantees that you will be successful in being hired by a Prospective Leads/Customer for tasks/services, and our role is only to give you the opportunity to make contact with a Prospective Leads/Customer. If you do not secure a job with the Prospective Leads/Customer who has posted a task/service on our website portal, you will not be entitled to any subscription fee refund from leads-vendor.com. Please see Section 8 below for further information regarding our policy on Subscription fee.

6.The Service provider/Professional’s obligations

6.1. You provide Services under your own business name or individual name, and not under B leads-vendor.com’s name, using your own supplies or/and tools to perform your Services.

6.2. You warrant to leads-vendor.com that the Services that you provide to your Leads/Customers will be performed by you and anyone acting on your behalf with due diligence and care, with integrity and to such high standard of quality as it is reasonable for the Leads/Customer to expect in all the circumstances, and shall comply at all times with all laws, guidance and regulations that apply to your provision of the Services to your Customers (including, without limitation, those relating to data privacy, consumer law, and health & safety).

6.3. You will at all times:

6.3.1. cooperate with us in all matters relating to the Facilitation Services;

6.3.2. provide, in a timely manner, such information as we may reasonably require, and ensure that it is accurate and complete in all material respects;

6.3.3. comply at all times with our website portal Terms of Use;

6.3.4. comply with all policies and requirements as specified on our website portal, as updated by us from time to time;

6.3.5. comply with any vetting requirements that we may impose on you from time to time;

6.3.6. ensure that you make it clear to Leads/Customers that any Task/Services to be provided are provided to them by you and not by leads-vendor.com; and

6.3.7. Conduct yourself professionally and refrain from using offensive or abusive language towards Customers or leads-vendor.com’s staff.

6.4. You will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

6.5. You are free to maintain a clientele without any restrictions from leads-vendor.com and are free to offer and provide your Services elsewhere, including through competing website portal. leads-vendor.com does not set Professionals’ hours or terms of work. You are free to accept or reject Leads/Customers and contracts, and not penalised for rejecting Leads/Customers or contracts, though if you accept a Leads/Customer or contract through our website portal, you are expected to fulfil your contractual obligations.

6.6. You have to set your own rates for Services performed in our website portal and/or negotiate price, without deduction by us.

6.7. You acknowledge and confirm that you are responsible for exercising your own business judgment in entering into Lead/Customer Contracts and that, depending on how you exercise such business judgment, there is a chance for individual profit or loss.

7.Payment & Using Credits

7.1. To have access to Contacts, you will be required to subscribe from us. The cost of subscription package will be shown on the website portal of before purchase and may be varied from time to time at leads-vendor.com’s discretion. VAT (or local equivalent) shall be payable in addition to the subscription Fees.

7.2. All subscription Fees are payable in advance and your account will be activated for prospective business opportunities on our website portal.

7.3. You will be able to renew your subscription regularly depending on your choice of package in exchange for Leads/Customers task/service requirement posted and their Contacts information on our website portal, and our website portal.

7.4. Where you wish to use any of our Subscription package Services, you will be required to make payment on the website at the prices specified at the time of registration and at the intervals shown for such services.

7.5. All package Subscriptions fees are subject to a minimum term, during which they cannot be cancelled and the number of monthly cannot be reduced but you can upgrade to higher package. The applicable minimum term will be specified at the point of your Subscription Purchase. Once the minimum term has expired, you will move to a rolling contract that can be cancelled at any time.

7.6. If you have purchased a Subscription Package. If you wish to upgrade your Subscription Package plan, you can do so by contacting our support team on the contact details above.

8. Refunds

8.1. All Subscription Package plan purchased are non-refundable except as provided for in this paragraph 8. We will not, for example, offer any return of Subscription Package plan we provide you, or if you do not secure the job with the Prospective Leads/Customer. There may be cases where a Prospective Leads/Customer decides not to choose any of the professionals we introduce them to, and this is entirely at the discretion of the Prospective Leads/Customer, or if leads-vendor.com’s is unable to match you with Prospective Leads/Customer within your location, In these instances, no refund of Subscription Package plan fee would apply.

8.2. You will only be entitled to a refund of Credits used for a specified lead if:

8.2.1. if your Service Provider/Professional Account was not activated for a specific reason that leads-vendor.com is unable to resolve within 14 working days or;

8.2.2. leads-vendor.com’s website Portal is unavailable for use that is cause by us;

8.3. Where you are entitled to receive a refund of subscription fee in accordance with clause 8.2 above, you acknowledge that you will not receive a monetary refund for those subscription fee, and we will instead extend your subscription expiration date onto your leads-vendor.com’s account.

8.4. If you have paid in advance for any Subscription Services which we are not able to offer to you (for example where you have paid for leads-vendor.com’s Verified but we cannot verify you or your business), we will offer you a refund for any period during which you were unable to use such service.

8.5. If you have purchased an Elite Pro subscription future, you may cancel the subscription and request a refund at any time within 3 days of the date of purchase.

8.6. Elite Pro subscription future – Where:

8.6.1. you have purchased your first pack of Elite Pro future (the “Starter Pack”)

8.6.2. you have been futured over 3 days after your purchase all of the Starter Pack;

8.6.3. you have not entered into a Leads/Customer Contract with any of the Contacts provided to you; and

8.6.4. three days have passed since you purchase your first pack of Elite Pro future in the Starter Pack,

on request, we will deduct the amount from you’re your next (a “subscription package plan fee”). You will only be entitled to one Elite Pro future Starter Pack Refund, including where you do not enter a Lead/Customer Contract after purchase of such service.

9.Intellectual Property Rights

The property and any copyright design rights or other intellectual property rights in any material, data or other information provided to you by leads-vendor.com, including all information and content on our website portal, (subject to any such rights of any third party) belong (or continue to belong) to leads-vendor.com and this Agreement does not grant you any rights to, under or in, any charters, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our website portal or otherwise owned by leads-vendor.com.

10.Data Protection

The terms of the Data Processing Agreement in Schedule 1 will apply to your handling of any personal data of Prospective Leads/Customers provided to you by leads-vendor.com under this Agreement.

11.Liability

11.1. As provided for in Clause 2 above, you acknowledge that you remain contractually liable to Leads/Customers for the provision of the Services, but you acknowledge that leads-vendor.com may suffer reputational damage if you do not execute your contractual obligations under Lead/Customer Contracts properly.

11.2. You hereby agree to indemnify leads-vendor.com in full against:

(a) all losses (including all direct, indirect and consequential losses), liabilities, costs, damages and expenses that we do or will incur or suffer; and

(b) all losses, liabilities, costs, damages and expenses we do or will incur or suffer as a result of defending or settling any actions, claims or proceedings brought or threatened against leads-vendor.com by any person (including, without limitation Customers),

in each case arising out of or in connection with (i) your breach of your obligations set out in this Agreement, and/or (ii) the Services, and

(c) all losses, liabilities, costs, damages and expenses we do or will incur or suffer as a result of defending or settling any actions, claims or proceedings brought or threatened against leads-vendor.com by any person (including, without limitation Customers) claiming that content provided by you to leads-vendor.com (including any content uploaded by you to the leads-vendor.com website portal) infringes the intellectual property rights of any third party. 

11.3. You hereby release leads-vendor.com from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with a Customer that exist as of the time you enter into this Agreement. This release will not apply to a claim that Leads-Vendor Ltd failed to meet our obligations under the Terms of Use.

11.4. Subject to Clause 11.6 below, Leads Vendor Ltd maximum aggregate liability under these Terms and Conditions will be limited to the value of Credits purchased in the preceding twelve month period.

11.5. Subject to Clause 11.6 below, leads-vendor.com will have no liability to you for any:

11.5.1. loss of profit, loss of sales or business (in each case whether direct, indirect or consequential);

11.5.2. loss of or damage to goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);

11.5.3. any liability you may owe to any third party, including, but not limited to, a Leads/Customer (in each case whether direct, indirect or consequential);

11.5.4. loss of use or value of any data or software (in each case whether direct, indirect or consequential);

11.5.5. indirect or consequential loss.

11.6. Nothing in these Terms and Conditions will operate to exclude or restrict any liability of either you or us:

11.6.1. that cannot be excluded or restricted in these Terms and Conditions in respect of death or personal injury resulting from negligence;

11.6.2. for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or

11.6.3. for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

12.Information & Confidentiality

12.1. Any information provided by leads-vendor.com or concerning leads-vendor.com ‘s affairs shall be kept confidential by you and all information provided by you which is so designated by you shall be kept confidential by leads-vendor.com; but the foregoing shall not apply to any documents or other materials, data or other information which enter the public domain (other than by breach of this Clause 12.1, or where any disclosure is required by law or regulatory authority). 

12.2. You will not disclose, transfer, or use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than use of our Website portal in accordance with these Terms and Conditions. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality.

12.3. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use and promptly notify leads-vendor.com in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information.

12.4. Neither party shall use the other’s name, trademarks, service marks or logos for any promotional or publicity purposes without the express written consent of the other.

13.Termination

13.1. Without affecting any other right or remedy available to us, leads-vendor.com may withdraw your registration as a Professional on our website portal with immediate effect by giving you notice if:

13.1.1. you fail to pay any sums due to us during the Term;

13.1.2. you fail to comply with your obligations in Clauses 3 or 6 relating to your use of our website portal or performance of the Services with your Leads/Customers;

13.1.3. you receive a disproportionate number of complaints and/or bad reviews on our website portal from Leads/Customers and/or Prospective leads/Customers regarding your Services and/or dealings with Leads/Customers more generally;

13.1.4. in our absolute discretion, we consider your registration as a Service provider/Professional on our website portal to be detrimental or potentially detrimental to the reputation of leads-vendor.com; or

13.1.5. you are subject to an investigation by a competent regulatory authority, including without limitation, the Information Commissioner, the Competition and Markets Authority or Trading Standards.

13.2. Without affecting any other right or remedy available to us, leads-vendor.com may withdraw your registration as a Service Provider/Professional on the website portal with immediate effect by giving you notice if:

13.2.1. the other party commits a material breach of any term of these Terms and Conditions;

13.2.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up, having a receiver appointed to any of its assets or ceasing to carry on its business;

13.2.3. the other party suspends, or threatens to suspend or cease or threatens to cease to carry on all or a substantial part of its business; or

13.2.4. the other party’s financial position deteriorates to such an extent that it in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under these Terms and Conditions has been placed in jeopardy.

13.3. If you have subscribed to any Subscription Services, you may cancel these at any time with effect from the end of each monthly payment period.

13.4. In the event that you cease to provide the Services and / or you do not wish to continue to be listed on the website portal, you shall notify us immediately so that we may withdraw your registration as a Service Provider/Professional on our website portal so that Prospective Leads/Customers are not provided with your details.

13.5. In the event that your registration is terminated for any reason set out in this clause 13,, no refunds of your subscription fee shall be given back to you upon such withdrawal.

13.6. The termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Leads/Customers Contract between you and any Leads/Customer.

14.General provisions

14.1. leads-vendor.com make changes to these Terms and Conditions from time to time. You should therefore check these Terms of Conditions whenever you return to our website portal to see whether any changes have been made, as these will be binding on you. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our website portal so that you understand which Terms apply. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

14.2. This Agreement does not grant any rights to anyone else. Its provisions are between you and us and cannot be enforced by any third party.

14.3. leads-vendor.com may transfer our contract to someone else. We may transfer our rights and obligations under these Terms and Conditions to another organisation.

14.4. These Terms and Conditions are personal to you and you will not assign or transfer or subcontract any of your rights or obligations without our prior written consent, which may be requested via email or letter at the above address. Any other attempted transfer or assignment will be null and void.

14.5. Any notice required or permitted to be given by either party to the other under these Terms and Conditions are to be in writing addressed to the other party at its trading address or such other address as may at the relevant time have been notified to the other party.

14.6. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute one party the agent of the other party, or authorise a party to make or enter into any commitments for or on behalf of the other party. The parties acknowledge and agree that each of them is an independent contractor, and nothing in these Terms and Conditions shall render either party (nor any staff of a party) an employee of the other.

14.7. To the extent any provision of this Agreement is held illegal, invalid, or unenforceable, in whole or in part under applicable law, its illegality, invalidity or unenforceability will not affect the other provisions, which will continue in effect. Each of the paragraphs of these Terms and Conditions operates separately.

14.8. Even if we delay in enforcing these Terms and Conditions, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms and Conditions, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

14.9. These Terms of Use (and any non-contractual obligations arising out of or in connection with them) are governed by the law of England and the courts of England have exclusive jurisdiction to determine any dispute arising out of or in connection with them (including without limitation in relation to any non-contractual obligations).

14.10. leads-vendor.com may record video and/or phone calls for quality assurance and training purposes. By entering this agreement, you agree to the recording of video and/or phone calls. You may revoke consent to record a particular call by alerting us.

14.11. leads-vendor.com may access your Account in order to respond to your requests for technical support or to verify compliance with your obligations to Leads vendor l, comply with law, or to maintain and improve its own systems. leads-vendor.com may, at its option, provide email or other online account support.

14.12. Applicable laws require that some of the information or communications we send to you should be in writing. When using our website portal or our Introductory Services you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our website portal. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

Schedule 1

Data Processing Agreement

1.BACKGROUND

1.1. This data processing agreement (“DPA”) applies to Personal Data of Prospective Customers provided by leads-vendor.com to Professional in connection with their use of the Facilitation Services.

1.2. Each party acknowledges that it acts as an independent Data Controller in processing Personal Data under the Agreement.

2.USE OF PERSONAL DATA

2.1. Service Provider/Professional as a Data Controller determines what it may do with the Personal Data of Prospective Leads/Customers obtained using our Introductory Services but shall at all times comply with the obligations set out in this DPA.

2.2. The Service Provider/Professional shall only use the Personal Data of Prospective Leads/Customers obtained using theintroductory Services for the Purpose. Any use of such Personal Data other than for the Purpose shall require the Service Provider/Professional to obtain any necessary further consents or permissions and shall be at the Service Provider/Professional’s own risk.

3.THE PROFESSIONAL’S OBLIGATIONS

3.1. The Service Provider/Professional must ensure compliance with applicable Data Protection Laws at all times.

3.2. The Service Provider/Professional shall ensure that it provides clear and sufficient information to the Prospective Leads/Customers, in accordance with the Data Protection Laws, of the purposes for which it will process their Personal Data, the legal basis for such purposes and such other information as is required by the Data Protection Laws.

3.3. The Service Provider/Professional shall provide leads-vendor.com with such assistance as is reasonably required to enable it to comply with any access request (or any other assertion of their legal rights) from a Prospective Customer or any enquiry from a supervisory authority within the time limits imposed by the Data Protection Laws.

3.4. The Service Provider/Professional shall not retain or process Personal Data for longer than is necessary to carry out the Purpose, as may be agreed with the Prospective Lead/Customer separately, or in accordance with any statutory or Service Provider/professional retention periods applicable in their respective countries and / or industry.

3.5. The Service Provider/Professional undertakes to have in place the technical and organisational security measures described in Appendix 1.

3.6. The Service Provider/Professional shall comply with its obligation to report a Security Breach to the appropriate supervisory authority and (where applicable) Data Subjects under the Data Protection Laws and shall inform leads-vendor.com of any Security Data Breach within 48 hours irrespective of whether there is a requirement to notify the Information Commissioner or any supervisory authority or Data Subject(s).

3.7. The Service Provider/Professional agrees to provide reasonable assistance as is necessary to leads-vendor.com to accelerate the handling of any Security Breach in an expeditious and compliant manner.

3.8. The Service Provider/Professional shall indemnify leads-vendor.com from any cost, charge, fine, penalty, damages, expense or loss which it may cause to leads-vendor.com as a result of its breach of any of the provisions of this DPA.

4.THE PROFESSIONAL’S OBLIGATIONS

4.1. Personal Data from the EEA, UK, or Swiss Data Controller(s) may only be exported to or accessed by the Professional or its Sub-processors outside the EEA, the UK, or Switzerland, as applicable (“International Transfer”):

4.1.1 if the recipient, or the country or territory in which it processes or accesses Personal Data, ensures an adequate level of protection for the rights and freedoms of Data Subjects in relation to the processing of Personal Data as determined by the European Commission or another regulatory body of competent jurisdiction; or

4.1.2. in accordance with Section 4.2.

4.2. The Standard Contractual Clauses apply where:

4.2.1 there is an International Transfer to a country that does not ensure an adequate level of protection for the rights and freedoms of Data Subjects in relation to the processing of Personal Data as determined by the European Commission or another regulatory body of competent jurisdiction; and/or

4.2.2. there is an International Transfer to a recipient that is not covered by an appropriate safeguard, including, but not limited to, binding corporate rules, an approved industry code of conduct, and individual adequacy decision by a regulatory body of competent jurisdictions, or an individual transfer authorisation granted by a regulatory body of competent jurisdiction.

4.3. Appendix 2 defines the applicable modules and options for the Standard Contractual Clauses.

4.4. The Service Provider/Professional is deemed to have entered into the Standard Contractual Clauses, which are incorporated herein by reference, in relation to any International Transfer to it of Personal Data of Prospective Leads/Customers.

4.5.For any Sub-processors that it may appoint for whom an International Transfer is contemplated, the Professional shall ensure that such Sub-processor has entered into the unchanged version of the Standard Contractual Clauses prior to the Sub-processor’s processing of Personal Data.

4.6. Nothing in this DPA will be construed to prevail over any conflicting clause of the Standard Contractual Clauses.

5.DEFINITIONS

“Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.

“Data Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.

“Data Protection Law” means the applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the processing of Personal Data under the Agreement.

“Data Subject” means an identified or identifiable natural person, namely a Prospective Leads/Customer.

“EEA” means the European Economic Area, namely the European Union Member States along with Iceland, Lichtenstein and Norway.

“EU Standard Contractual Clauses” shall mean the standard contractual clauses promulgated by the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (C/2021/3972) on standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR.

“Personal Data” means any information relating to a Data Subject that may or can be used to identify them, including their name, contact details, and address, as provided by leads-vendor.com to the Service Provider/Professional.

“Purpose” means marketing and providing the Service Provider/Professional’s services to the Prospective Leads/Customers.

“Security Breach” means a confirmed accidental or unlawful destruction, loss, alteration, or disclosure that results in the compromise of the integrity and/or confidentiality of Personal Data.

“Standard Contractual Clauses” means the EU Standard Contractual Clauses as amended by the UK Data Transfer Addendum;

“Subprocessor” means any third party appointed to process Personal Data.

“UK Data Transfer Addendum” means the UK data transfer addendum to the EU Standard Contractual Clauses in a form adopted by the UK ICO, as amended, superseded or replaced from time to time.

6.LEGAL EFFECT

This DPA only becomes legally binding between the Professional and Bark.com when expressly incorporated within an Agreement that is fully executed. If this document has been electronically signed by either party, such signature will have the same legal effect as a handwritten signature.

APPENDIX 1

TECHNICAL AND ORGANISATIONAL MEASURES

The Professional is required to have in place appropriate technical and organisational security measures to:

• prevent:

• unauthorised or unlawful processing of the Personal Data; and
• the accidental loss or destruction of, or damage to, the Personal Data

• ensure a level of security appropriate to:

• the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
• the nature of the Personal Data to be protected.

APPENDIX 2

STANDARD CONTRACTUAL CLAUSES

EU Standard Contractual Clauses

UK Standard Contractual Clauses

UK Controller-Processor Standard Contractual Clauses