Lead Generation Terms

1. Subject matter of the Agreement
1.1 Sports New Media Limited, 74 Gloucester Place, London, W1U 6HL (hereafter
referred to as “SNM”), operates a variety of online campaigns
and internet sites (among them prize draw sites and topical
information sites). These internet sites (and other) generate
leads for the client.
1.2 In addition to the services described under Point 1.1 SNM
also provides other services in digital dialog marketing. A
detailed up-to-date list of these services can be requested from
SNM at any time.
2. Scope of General Terms and Conditions, offers, contract conclusion
2.1 These terms and conditions shall apply to all services provided
by SNM in connection with the agreement on lead generation.
2.2 Any general terms and conditions of the Client are excluded.
SNM hereby expressly rejects the applicability of any general
terms of business of the Client. This express rejection will
extend to any general terms and conditions received by SNM
or any reference made by the Client to any such terms, without
SNM being required to reiterate this rejection in every such
case. Specifically, the provision of services or their acceptance
shall not be interpreted as SNM’s consent to any such terms.
Any further express inclusion of these General Terms and
Conditions by reference will not be necessary for follow-up
business.
2.3 All offers made by SNM are subject to change, unless the
relevant offer states otherwise. Any and all agreements
between SNM and the Client must be made in writing. This
shall also apply to any amendments to this stipulation requiring
written form.
3. Information, advertising materials, legal subrogation,
compliance
3.1 The client shall provide SNM, within 5 working days of the
start of contractually agreed services, with all information and
materials required for the orderly execution of the service, in
particular a logo from the client and, if applicable, a digital
photograph of the prize of a prize draw. If the advertising
materials provided prove to be unsuited or partially unsuited
(due to presentability issues or bad performance/conversion) for
the service (implementation/mailing), SNM is entitled to make
either contextual or technical changes or corrections to the
materials in order to optimize the presentability or
performance/conversion. Alternatively, SNM has the right to
return the materials based on stated reasons. In this case the
client shall provide SNM immediately with new materials that
take into consideration the reasons originally given for returning
the old materials. All costs, charges and lost profits due to the
delayed or nonexistent assistance from the client are to be
reimbursed. All rights to works created by SNM remain with
SNM.
3.2 The client grants SNM the appropriate rights to execute the
contractual service and guarantees to be either the owner of
these rights or have the authorization to grant these rights to
SNM.
3.3 The client confirms that carrying out the service in accordance
with the contract will not violate legal provisions or the rights of
third parties. In particular, the client is solely responsible for the
legal compliance of the content of the advertising materials
provided/specified by the client, and for the legal compliance of
the service or product advertised for. In particular, the client will
ensure that there are no sexual or pornographic representations
in the advertising material, that no names or terms are used that
indicate sexual or pornographic programs or promote content
with sexual or pornographic elements or elements that may be
harmful to youth, and that the client has attained all required
legal authorization from the appropriate governmental agencies
for the service or product advertised for. SNM is not obliged to
check orders for legal compliance.
3.4 Upon first request, the client will indemnify SNM in respect of
all losses, damages and costs including the costs of legal action
against SNM (including fees for legal representation) arising
from a breach of law or breach of these terms and conditions
by the client, to the extent that expenses are incurred in
defending against claims by third parties, including claims by
the appropriate supervisory authorities.
4. Lead generation
4.1 SNM asks the interested party for express consent to
forward contractually agree profile and personal data to the
client and to use this personal data vis-à-vis the client for the
purposes stated in the contract.
4.2 The consent is collected in the contractually agreed process.
Liability for the authenticity of the consent can only be
assumed if consent is given in the double opt-in process. In
the double opt-in process it is confirmed by an invitation
email, that an email address has not been abusively entered
by a third party in a web form.
4.3 is only guaranteed ff this exclusivity is expressly agreed to in
the contract. If this is not the case, leads can be generated
for multiple clients at the same time.
4.4 Addressees that have already expressed to the Client that
they do not want to be contacted by that Client are to be
announced to SNM before the start of lead generation
within the term of notice indicated in Point 3.1 of these terms
and conditions. If the address data of such an addressee is
submitted by SNM, the client is not allowed to contact that
addressee.
5. Data transfer, data usage
5.1 SNM will transfer the generated leads to the client on the
contractually agreed dates. The data is sent unencrypted in
an email unless otherwise contractually agreed.
5.2 The client is obligated to use the leads solely for the intended
contractual purpose, for which consent has been given by the
lead. The client is not authorized to use the leads for third
parties without consent (unless the contract states
otherwise), or to transfer the data to third parties (outside of
commissioned data processing).
5.3 From the moment the data is transferred, the Client is owner
of the data and assumes legal responsibility for the protection
of the data according to applicable data protection laws.
5.4 SNM is entitled to integrate control data sets into the
transferred leads. If it can be proven that at least one data set
has been improperly used according to Point 5 of these terms
and conditions, the client is obligated to pay liquidated
damages of at least five times the invoice amount of the
order value of the contractual item.
6. Complaint causes
6.1 In case of a valid complaint cause concerning a particular
lead, the lead is not to be remunerated. A valid complaint
cause is given in the following cases:
- missing attributes in contractually agreed required fields
- duplicate delivery of a data set within one calendar week
6.2 The Client is obligated to send SNM an email, within 5
working days of the transferred, with a list of leads for which
a valid complaint cause is given. The particular complaint
cause has to be specified for each lead. After the notice
period of 5 working days has expired, complaints for leads
can no longer be made. In case of a valid complaint, the
particular lead is considered not transferred and will be
refunded in the next invoice.
7. Provision of the service
7.1 Within 5 working days of the initial service provision, the
client is obliged to check if the service is provided in
accordance with the contract, and to inform SNM in writing
of any complaints. If the client does not make such an
announcement within this time or in this way, then the service
carried out is considered to be in accordance with the
contract.
7.2 Complaints and demands for information addressed directly
to the Client (regarding issues of competition or data
protection law) are to be handled by the client itself. SNM will
support the Client in an appropriate way.
7.3 SNM is not obligated to deliver the contracted service if the
Client is in breach of any legal provisions or infringes any
obligations held within these terms and conditions.
7.4 Should the non-performance of contractual services be
attributable to force majeure or other circumstances beyond
SNM’s control, SNM shall not be required to fulfil the
contract for the duration of these events.
7.5 SNM is entitled to employ sub-contractors – also for lead
generation. The hiring of sub-contractors by SNM does not
affect the contractual obligations of SNM vis-à-vis the client.
7.6 After the contract has been fulfilled, SNM is entitled to destroy
any information or materials supplied by the client for the
execution of the service.
8. Payment conditions
8.1 All remuneration is subject to the legal applicable VAT.
Payments are due immediately after invoicing, with no
deductions. SNM is entitled to charge interest according to
legally regulated amounts if a delay in payment occurs. The
claim to other damages remains unaffected.
8.2 The Client can offset claims arising from this contract only
against undisputed or legally determined claims arising from
this contract.
8.3 SNM is entitled, despite contradictory terms from the client, to
offset existing older debts with incoming payments first. The
client will be informed of the type of settlement selected. If costs
and interest have already been incurred, SNM has the right to
apply the payment first to offset these costs, then to offset the
interest and lastly to offset the primary service.
8.4 If the client is in payment arrears or if an application is made to
open bankruptcy proceedings against it, then SNM can
withhold further services and submit an invoice for all services
already provided. In this case, SNM is entitled to make any
commitment to further services subject to the pre-payment of all
existing orders, even if they have already been contractually
agreed. This does not affect pecuniary claims and the
enforcement of further claims for damages.
9. Liability
9.1 SNM assumes, within legal terms, unlimited liability for
damages caused by injury to life, body or health that were
caused by intentional or grossly negligent behaviour on the part
of SNM or a legal representative or agent of SNM.
9.2 For other damages, SNM assumes liability, within legal terms,
as follows:
SNM assumes unlimited liability for damages caused by
intentional or grossly negligent behaviour on the part of SNM
or a legal representative or agent of SNM, and for damages
that fall within the scope of protection governed by an SNM
guarantee or warranty.
SNM assumes limited liability for the reimbursement of
predictable damages caused by a slightly negligent breach of
an essential contractual obligation.
For other instances of slight negligence SNM assumes no
liability.
9.3 The liability for data loss is limited to the typical costs of
recovery that would have been incurred for creating a
conventional backup copy and that conforms to the risk.
9.4 All claims for compensation against SNM will come under the
statute of limitations after one year.
9.5 If liability is excluded, then the personal liability of employees,
representatives, sub-contractors and other employees is also
excluded.
9.6 If the service is not carried out perfectly and its purpose is
significantly affected, the client can claim for it to be repeated
perfectly. This applies particularly in cases where SNM has
not carried out the service, or carried it out only in part, due to
technical malfunctions. A claim for a reduction in remuneration
may only be made if a repetition is not possible or is not
reasonable for the client. The client can set a suitable period for
the repetition. If the repetition is not performed within this
period, then the client can demand a repayment of
remuneration to the extent that the service was not carried
out properly.
9.7 If a service is not provided, or provided imperfectly, due to
the client not providing the required information or materials,
or providing incomplete, late or incorrect materials or
cooperation, the entire remuneration has to be paid by the
client.
9.8 SNM can not be held responsible for the availability of
telephone lines, the internet, electricity, or servers outside its
control.
10. Termination
The contract cannot be terminated during its agreed term.
SNM is entitled to terminate the contract with immediate
effect if the client is in breach of its obligations under point 5
of these terms and conditions.
11. Confidentiality, privacy/data protection
The Client is hereby notified that SNM stores the Client’s
data in machine-readable form and processes such data
electronically for contractual purposes. The Client hereby
agrees to such storage. To the extent that SNM uses any
third parties for the performance of services, SNM shall be
entitled to make the relevant data available to such third parties
if and when required.
The content of this agreement and any other confidential
information must be treated as strictly confidential by the parties
and may only be disclosed to any third parties where this is
mandated by law. Information that was demonstrably known to
the Client and/or SNM at the commencement of their contract
negotiations or that entered into the public domain either before
or after conclusion of the contract, without wrongful act on the
part of the Client or SNM, are not deemed to be confidential
information.
12. Miscellaneous
12.1 The exclusive legal venue for all disputes arising from or in
connection with the contractual relationship and place of
performance shall be London.
12.2 English law shall apply. The application of the United Nations
Convention on Contracts for the International Sale of Goods
is expressly excluded.
12.3 If any provision hereof is or becomes invalid or
unenforceable, in whole or in part, the remaining provisions
shall remain in full force and effect. In such cases, the invalid
or unenforceable provisions shall be replaced with valid and
enforceable provisions that come as close as possible to the
economic result of the original provision in the light of the
purpose and the intention of this agreement.

1. Subject matter of the Agreement
1.1 Sports New Media Limited, 242 Acklam Road, Westbourne Studios, Unit 221, London w10 5JJ (hereafter referred to as ‚ÄúSNM‚Äù), operates a variety of online campaigns and internet sites (among them prize draw sites and topical information sites). These internet sites (and other) generate leads for the client.
1.2 In addition to the services described under Point 1.1 SNM also provides other services in digital dialog marketing. A detailed up-to-date list of these services can be requested from SNM at any time.  2. Scope of General Terms and Conditions, offers, contract conclusion 2.1 These terms and conditions shall apply to all services provided by SNM in connection with the agreement on lead generation.
2.2 Any general terms and conditions of the Client are excluded. SNM hereby expressly rejects the applicability of any general terms of business of the Client. This express rejection will extend to any general terms and conditions received by SNM or any reference made by the Client to any such terms, without SNM being required to reiterate this rejection in every such case. Specifically, the provision of services or their acceptance shall not be interpreted as SNM’s consent to any such terms. Any further express inclusion of these General Terms and Conditions by reference will not be necessary for follow-up business.
2.3 All offers made by SNM are subject to change, unless the relevant offer states otherwise. Any and all agreements between SNM and the Client must be made in writing. This shall also apply to any amendments to this stipulation requiring written form.  3. Information, advertising materials, legal subrogation, compliance
3.1 The client shall provide SNM, within 5 working days of the start of contractually agreed services, with all information and materials required for the orderly execution of the service, in particular a logo from the client and, if applicable, a digital photograph of the prize of a prize draw. If the advertising materials provided prove to be unsuited or partially unsuited (due to presentability issues or bad performance/conversion) for the service (implementation/mailing), SNM is entitled to make either contextual or technical changes or corrections to the materials in order to optimize the presentability or performance/conversion. Alternatively, SNM has the right to return the materials based on stated reasons. In this case the client shall provide SNM immediately with new materials that take into consideration the reasons originally given for returning the old materials. All costs, charges and lost profits due to the delayed or nonexistent assistance from the client are to be reimbursed. All rights to works created by SNM remain with SNM.
3.2 The client grants SNM the appropriate rights to execute the contractual service and guarantees to be either the owner of these rights or have the authorization to grant these rights to SNM.
3.3 The client confirms that carrying out the service in accordance with the contract will not violate legal provisions or the rights of third parties. In particular, the client is solely responsible for the legal compliance of the content of the advertising materials provided/specified by the client, and for the legal compliance of the service or product advertised for. In particular, the client will ensure that there are no sexual or pornographic representations in the advertising material, that no names or terms are used that indicate sexual or pornographic programs or promote content with sexual or pornographic elements or elements that may be harmful to youth, and that the client has attained all required legal authorization from the appropriate governmental agencies for the service or product advertised for. SNM is not obliged to check orders for legal compliance.
3.4 Upon first request, the client will indemnify SNM in respect of all losses, damages and costs including the costs of legal action against SNM (including fees for legal representation) arising from a breach of law or breach of these terms and conditions by the client, to the extent that expenses are incurred in defending against claims by third parties, including claims by the appropriate supervisory authorities.  4. Lead generation
4.1 SNM asks the interested party for express consent to forward contractually agree profile and personal data to the client and to use this personal data vis-√†-vis the client for the purposes stated in the contract.
4.2 The consent is collected in the contractually agreed process. Liability for the authenticity of the consent can only be assumed if consent is given in the double opt-in process. In the double opt-in process it is confirmed by an invitation email, that an email address has not been abusively entered by a third party in a web form.
4.3 is only guaranteed ff this exclusivity is expressly agreed to in the contract. If this is not the case, leads can be generated for multiple clients at the same time.
4.4 Addressees that have already expressed to the Client that they do not want to be contacted by that Client are to be announced to SNM before the start of lead generation within the term of notice indicated in Point 3.1 of these terms and conditions. If the address data of such an addressee is submitted by SNM, the client is not allowed to contact that addressee.  5. Data transfer, data usage
5.1 SNM will transfer the generated leads to the client on the contractually agreed dates. The data is sent unencrypted in an email unless otherwise contractually agreed. 5.2 The client is obligated to use the leads solely for the intended contractual purpose, for which consent has been given by the lead. The client is not authorized to use the leads for third parties without consent (unless the contract states otherwise), or to transfer the data to third parties (outside of commissioned data processing).
5.3 From the moment the data is transferred, the Client is owner of the data and assumes legal responsibility for the protection of the data according to applicable data protection laws.
5.4 SNM is entitled to integrate control data sets into the transferred leads. If it can be proven that at least one data set has been improperly used according to Point 5 of these terms and conditions, the client is obligated to pay liquidated damages of at least five times the invoice amount of the order value of the contractual item.  6. Complaint causes
6.1 In case of a valid complaint cause concerning a particular lead, the lead is not to be remunerated. A valid complaint cause is given in the following cases:  - missing attributes in contractually agreed required fields - duplicate delivery of a data set within one calendar week
6.2 The Client is obligated to send SNM an email, within 5 working days of the transferred, with a list of leads for which a valid complaint cause is given. The particular complaint cause has to be specified for each lead. After the notice period of 5 working days has expired, complaints for leads can no longer be made. In case of a valid complaint, the particular lead is considered not transferred and will be refunded in the next invoice.  7. Provision of the service
7.1 Within 5 working days of the initial service provision, the client is obliged to check if the service is provided in accordance with the contract, and to inform SNM in writing of any complaints. If the client does not make such an announcement within this time or in this way, then the service carried out is considered to be in accordance with the contract.
7.2 Complaints and demands for information addressed directly to the Client (regarding issues of competition or data protection law) are to be handled by the client itself. SNM will support the Client in an appropriate way.
7.3 SNM is not obligated to deliver the contracted service if the Client is in breach of any legal provisions or infringes any obligations held within these terms and conditions.
7.4 Should the non-performance of contractual services be attributable to force majeure or other circumstances beyond SNM‚Äôs control, SNM shall not be required to fulfil the contract for the duration of these events.
7.5 SNM is entitled to employ sub-contractors ‚Äì also for lead generation. The hiring of sub-contractors by SNM does not affect the contractual obligations of SNM vis-√†-vis the client.
7.6 After the contract has been fulfilled, SNM is entitled to destroy any information or materials supplied by the client for the execution of the service.  8. Payment conditions
8.1 All remuneration is subject to the legal applicable VAT. Payments are due immediately after invoicing, with no deductions. SNM is entitled to charge interest according to legally regulated amounts if a delay in payment occurs. The claim to other damages remains unaffected.
8.2 The Client can offset claims arising from this contract only against undisputed or legally determined claims arising from this contract. 8.3 SNM is entitled, despite contradictory terms from the client, to offset existing older debts with incoming payments first. The client will be informed of the type of settlement selected. If costs and interest have already been incurred, SNM has the right to apply the payment first to offset these costs, then to offset the interest and lastly to offset the primary service.
8.4 If the client is in payment arrears or if an application is made to open bankruptcy proceedings against it, then SNM can withhold further services and submit an invoice for all services already provided. In this case, SNM is entitled to make any commitment to further services subject to the pre-payment of all existing orders, even if they have already been contractually agreed. This does not affect pecuniary claims and the enforcement of further claims for damages.
9. Liability
9.1 SNM assumes, within legal terms, unlimited liability for damages caused by injury to life, body or health that were caused by intentional or grossly negligent behaviour on the part of SNM or a legal representative or agent of SNM.
9.2 For other damages, SNM assumes liability, within legal terms, as follows: SNM assumes unlimited liability for damages caused by intentional or grossly negligent behaviour on the part of SNM or a legal representative or agent of SNM, and for damages that fall within the scope of protection governed by an SNM guarantee or warranty. SNM assumes limited liability for the reimbursement of predictable damages caused by a slightly negligent breach of an essential contractual obligation. For other instances of slight negligence SNM assumes no liability.
9.3 The liability for data loss is limited to the typical costs of recovery that would have been incurred for creating a conventional backup copy and that conforms to the risk.
9.4 All claims for compensation against SNM will come under the statute of limitations after one year.
9.5 If liability is excluded, then the personal liability of employees, representatives, sub-contractors and other employees is also excluded.
9.6 If the service is not carried out perfectly and its purpose is significantly affected, the client can claim for it to be repeated perfectly. This applies particularly in cases where SNM has not carried out the service, or carried it out only in part, due to technical malfunctions. A claim for a reduction in remuneration may only be made if a repetition is not possible or is not reasonable for the client. The client can set a suitable period for the repetition. If the repetition is not performed within this period, then the client can demand a repayment of remuneration to the extent that the service was not carried out properly.
9.7 If a service is not provided, or provided imperfectly, due to the client not providing the required information or materials, or providing incomplete, late or incorrect materials or cooperation, the entire remuneration has to be paid by the client.
9.8 SNM can not be held responsible for the availability of telephone lines, the internet, electricity, or servers outside its control.  10. Termination
The contract cannot be terminated during its agreed term. SNM is entitled to terminate the contract with immediate effect if the client is in breach of its obligations under point 5 of these terms and conditions.  11. Confidentiality, privacy/data protection  The Client is hereby notified that SNM stores the Client’s data in machine-readable form and processes such data electronically for contractual purposes. The Client hereby agrees to such storage. To the extent that SNM uses any third parties for the performance of services, SNM shall be entitled to make the relevant data available to such third parties if and when required.  The content of this agreement and any other confidential information must be treated as strictly confidential by the parties and may only be disclosed to any third parties where this is mandated by law. Information that was demonstrably known to the Client and/or SNM at the commencement of their contract negotiations or that entered into the public domain either before or after conclusion of the contract, without wrongful act on the part of the Client or SNM, are not deemed to be confidential information.  12. Miscellaneous
12.1 The exclusive legal venue for all disputes arising from or in connection with the contractual relationship and place of performance shall be London.
12.2 English law shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
12.3 If any provision hereof is or becomes invalid or unenforceable, in whole or in part, the remaining provisions shall remain in full force and effect. In such cases, the invalid or unenforceable provisions shall be replaced with valid and enforceable provisions that come as close as possible to the economic result of the original provision in the light of the purpose and the intention of this agreement.

1. Subject matter of the Agreement1.1 Sports New Media Limited, 74 Gloucester Place, London, W1U 6HL (hereafterreferred to as “SNM”), operates a variety of online campaignsand internet sites (among them prize draw sites and topicalinformation sites). These internet sites (and other) generateleads for the client.1.2 In addition to the services described under Point 1.1 SNMalso provides other services in digital dialog marketing. Adetailed up-to-date list of these services can be requested fromSNM at any time.2. Scope of General Terms and Conditions, offers, contract conclusion2.1 These terms and conditions shall apply to all services providedby SNM in connection with the agreement on lead generation.2.2 Any general terms and conditions of the Client are excluded.SNM hereby expressly rejects the applicability of any generalterms of business of the Client. This express rejection willextend to any general terms and conditions received by SNMor any reference made by the Client to any such terms, withoutSNM being required to reiterate this rejection in every suchcase. Specifically, the provision of services or their acceptanceshall not be interpreted as SNM’s consent to any such terms.Any further express inclusion of these General Terms andConditions by reference will not be necessary for follow-upbusiness.2.3 All offers made by SNM are subject to change, unless therelevant offer states otherwise. Any and all agreementsbetween SNM and the Client must be made in writing. Thisshall also apply to any amendments to this stipulation requiringwritten form.3. Information, advertising materials, legal subrogation,compliance3.1 The client shall provide SNM, within 5 working days of thestart of contractually agreed services, with all information andmaterials required for the orderly execution of the service, inparticular a logo from the client and, if applicable, a digitalphotograph of the prize of a prize draw. If the advertisingmaterials provided prove to be unsuited or partially unsuited(due to presentability issues or bad performance/conversion) forthe service (implementation/mailing), SNM is entitled to makeeither contextual or technical changes or corrections to thematerials in order to optimize the presentability orperformance/conversion. Alternatively, SNM has the right toreturn the materials based on stated reasons. In this case theclient shall provide SNM immediately with new materials thattake into consideration the reasons originally given for returningthe old materials. All costs, charges and lost profits due to thedelayed or nonexistent assistance from the client are to bereimbursed. All rights to works created by SNM remain withSNM.3.2 The client grants SNM the appropriate rights to execute thecontractual service and guarantees to be either the owner ofthese rights or have the authorization to grant these rights toSNM.3.3 The client confirms that carrying out the service in accordancewith the contract will not violate legal provisions or the rights ofthird parties. In particular, the client is solely responsible for thelegal compliance of the content of the advertising materialsprovided/specified by the client, and for the legal compliance ofthe service or product advertised for. In particular, the client willensure that there are no sexual or pornographic representationsin the advertising material, that no names or terms are used thatindicate sexual or pornographic programs or promote contentwith sexual or pornographic elements or elements that may beharmful to youth, and that the client has attained all requiredlegal authorization from the appropriate governmental agenciesfor the service or product advertised for. SNM is not obliged tocheck orders for legal compliance.3.4 Upon first request, the client will indemnify SNM in respect ofall losses, damages and costs including the costs of legal actionagainst SNM (including fees for legal representation) arisingfrom a breach of law or breach of these terms and conditionsby the client, to the extent that expenses are incurred indefending against claims by third parties, including claims bythe appropriate supervisory authorities.4. Lead generation4.1 SNM asks the interested party for express consent toforward contractually agree profile and personal data to theclient and to use this personal data vis-√†-vis the client for thepurposes stated in the contract.4.2 The consent is collected in the contractually agreed process.Liability for the authenticity of the consent can only beassumed if consent is given in the double opt-in process. Inthe double opt-in process it is confirmed by an invitationemail, that an email address has not been abusively enteredby a third party in a web form.4.3 is only guaranteed ff this exclusivity is expressly agreed to inthe contract. If this is not the case, leads can be generatedfor multiple clients at the same time.4.4 Addressees that have already expressed to the Client thatthey do not want to be contacted by that Client are to beannounced to SNM before the start of lead generationwithin the term of notice indicated in Point 3.1 of these termsand conditions. If the address data of such an addressee issubmitted by SNM, the client is not allowed to contact thataddressee.5. Data transfer, data usage5.1 SNM will transfer the generated leads to the client on thecontractually agreed dates. The data is sent unencrypted inan email unless otherwise contractually agreed.5.2 The client is obligated to use the leads solely for the intendedcontractual purpose, for which consent has been given by thelead. The client is not authorized to use the leads for thirdparties without consent (unless the contract statesotherwise), or to transfer the data to third parties (outside ofcommissioned data processing).5.3 From the moment the data is transferred, the Client is ownerof the data and assumes legal responsibility for the protectionof the data according to applicable data protection laws.5.4 SNM is entitled to integrate control data sets into thetransferred leads. If it can be proven that at least one data sethas been improperly used according to Point 5 of these termsand conditions, the client is obligated to pay liquidateddamages of at least five times the invoice amount of theorder value of the contractual item.6. Complaint causes6.1 In case of a valid complaint cause concerning a particularlead, the lead is not to be remunerated. A valid complaintcause is given in the following cases:- missing attributes in contractually agreed required fields- duplicate delivery of a data set within one calendar week6.2 The Client is obligated to send SNM an email, within 5working days of the transferred, with a list of leads for whicha valid complaint cause is given. The particular complaintcause has to be specified for each lead. After the noticeperiod of 5 working days has expired, complaints for leadscan no longer be made. In case of a valid complaint, theparticular lead is considered not transferred and will berefunded in the next invoice.7. Provision of the service7.1 Within 5 working days of the initial service provision, theclient is obliged to check if the service is provided inaccordance with the contract, and to inform SNM in writingof any complaints. If the client does not make such anannouncement within this time or in this way, then the servicecarried out is considered to be in accordance with thecontract.7.2 Complaints and demands for information addressed directlyto the Client (regarding issues of competition or dataprotection law) are to be handled by the client itself. SNM willsupport the Client in an appropriate way.7.3 SNM is not obligated to deliver the contracted service if theClient is in breach of any legal provisions or infringes anyobligations held within these terms and conditions.7.4 Should the non-performance of contractual services beattributable to force majeure or other circumstances beyondSNM‚Äôs control, SNM shall not be required to fulfil thecontract for the duration of these events.7.5 SNM is entitled to employ sub-contractors ‚Äì also for leadgeneration. The hiring of sub-contractors by SNM does notaffect the contractual obligations of SNM vis-√†-vis the client.7.6 After the contract has been fulfilled, SNM is entitled to destroyany information or materials supplied by the client for theexecution of the service.8. Payment conditions8.1 All remuneration is subject to the legal applicable VAT.Payments are due immediately after invoicing, with nodeductions. SNM is entitled to charge interest according tolegally regulated amounts if a delay in payment occurs. Theclaim to other damages remains unaffected.8.2 The Client can offset claims arising from this contract onlyagainst undisputed or legally determined claims arising fromthis contract.8.3 SNM is entitled, despite contradictory terms from the client, tooffset existing older debts with incoming payments first. Theclient will be informed of the type of settlement selected. If costsand interest have already been incurred, SNM has the right toapply the payment first to offset these costs, then to offset theinterest and lastly to offset the primary service.8.4 If the client is in payment arrears or if an application is made toopen bankruptcy proceedings against it, then SNM canwithhold further services and submit an invoice for all servicesalready provided. In this case, SNM is entitled to make anycommitment to further services subject to the pre-payment of allexisting orders, even if they have already been contractuallyagreed. This does not affect pecuniary claims and theenforcement of further claims for damages.9. Liability9.1 SNM assumes, within legal terms, unlimited liability fordamages caused by injury to life, body or health that werecaused by intentional or grossly negligent behaviour on the partof SNM or a legal representative or agent of SNM.9.2 For other damages, SNM assumes liability, within legal terms,as follows:SNM assumes unlimited liability for damages caused byintentional or grossly negligent behaviour on the part of SNMor a legal representative or agent of SNM, and for damagesthat fall within the scope of protection governed by an SNMguarantee or warranty.SNM assumes limited liability for the reimbursement ofpredictable damages caused by a slightly negligent breach ofan essential contractual obligation.For other instances of slight negligence SNM assumes noliability.9.3 The liability for data loss is limited to the typical costs ofrecovery that would have been incurred for creating aconventional backup copy and that conforms to the risk.9.4 All claims for compensation against SNM will come under thestatute of limitations after one year.9.5 If liability is excluded, then the personal liability of employees,representatives, sub-contractors and other employees is alsoexcluded.9.6 If the service is not carried out perfectly and its purpose issignificantly affected, the client can claim for it to be repeatedperfectly. This applies particularly in cases where SNM hasnot carried out the service, or carried it out only in part, due totechnical malfunctions. A claim for a reduction in remunerationmay only be made if a repetition is not possible or is notreasonable for the client. The client can set a suitable period forthe repetition. If the repetition is not performed within thisperiod, then the client can demand a repayment ofremuneration to the extent that the service was not carriedout properly.9.7 If a service is not provided, or provided imperfectly, due tothe client not providing the required information or materials,or providing incomplete, late or incorrect materials orcooperation, the entire remuneration has to be paid by theclient.9.8 SNM can not be held responsible for the availability oftelephone lines, the internet, electricity, or servers outside itscontrol.10. TerminationThe contract cannot be terminated during its agreed term.SNM is entitled to terminate the contract with immediateeffect if the client is in breach of its obligations under point 5of these terms and conditions.11. Confidentiality, privacy/data protectionThe Client is hereby notified that SNM stores the Client’sdata in machine-readable form and processes such dataelectronically for contractual purposes. The Client herebyagrees to such storage. To the extent that SNM uses anythird parties for the performance of services, SNM shall beentitled to make the relevant data available to such third partiesif and when required.The content of this agreement and any other confidentialinformation must be treated as strictly confidential by the partiesand may only be disclosed to any third parties where this ismandated by law. Information that was demonstrably known tothe Client and/or SNM at the commencement of their contractnegotiations or that entered into the public domain either beforeor after conclusion of the contract, without wrongful act on thepart of the Client or SNM, are not deemed to be confidentialinformation.12. Miscellaneous12.1 The exclusive legal venue for all disputes arising from or inconnection with the contractual relationship and place ofperformance shall be London.12.2 English law shall apply. The application of the United NationsConvention on Contracts for the International Sale of Goodsis expressly excluded.12.3 If any provision hereof is or becomes invalid orunenforceable, in whole or in part, the remaining provisionsshall remain in full force and effect. In such cases, the invalidor unenforceable provisions shall be replaced with valid andenforceable provisions that come as close as possible to theeconomic result of the original provision in the light of thepurpose and the intention of this agreement.