“Hot key” the means by which an applicant can be transferred to the clients call centre/agents in real time whilst still on the telephone.
“Agreement” means the Order Schedule in conjunction with these Terms and Conditions, as amended from time to time;
“Business Day” any day that is not a Saturday, Sunday or public holiday in England;
“Charges” the charges set out on the Order Schedule;
“Commencement Date” the date set out on the Order Schedule;
“Confidential Information” any information that is received from a disclosing party that, if disclosed in tangible form, is marked confidential, or if disclosed otherwise is confirmed in writing as being confidential or, whether disclosed in tangible form or otherwise, is manifestly confidential. Confidential Information includes this Agreement, the Leads and the relationship between the parties;
“Enquirer” means the person or persons identified by EL in a Lead;
“EL” means the Supplier and/or any company that is a part of the same group (as defined in section 53(1) of the Companies Act 1989); "EL" and "Exclusive Leads” are trading names of Perception Internet Limited.
“Lead” means the form containing details of an Enquirer;
“Non-qualified Lead” means a Lead that:
• Is an application from a minor
• Is an application from a non-UK tax payer
• Is a fraudulent application – where the Enquirer’s details are correct but was not authorised by the Enquirer
• Is a hoax application
• Does not have at least one valid telephone number – this does not include the Client not being able to contact the Enquirer on a telephone number that is otherwise valid.
• The loan amount stated in the Order Schedule does not match the loan amount provided by the Supplier as supplied by the Enquirer in the Lead.
• Has been previously supplied by the Supplier within a 3 months of the Lead generation date;
“Personal Data” shall have the meaning given to it in the Data Protection Act 1998;
“Qualified Lead” an application by an Enquirer for the product type identified on the Order Schedule;
“Territory” means the United Kingdom; and
“Working Hours” means between hours of 9.00 a.m. to 5.30 p.m., local time, on a Business Day.
1.1 In this Agreement:
1.1.1 any reference to a statute, statutory provision or subordinate legislation shall be construed as referring to such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation.
1.1.2 reference to a date that is not a Business Day shall be treated as a reference to the next Business Day; and
1.1.3 references to “include” and “including” are to be construed without limitation.
This Agreement shall commence on the Commencement Date and shall continue until terminated in accordance with clause 7 below.
3. OBLIGATIONS OF THE SUPPLIER
3.1. During the term of this Agreement, the Supplier shall refer Leads to the Client for the financial products identified in the Order Schedule to this Agreement.
3.2. The Supplier will source Leads through numerous media channels using its lead distribution engine and such other means as it deems appropriate and will use its lead calling system to qualify Leads by product type and eligibility.
3.3. The Supplier’s lead distribution engine will clearly request applicant consent to be contacted by an advisor of the Client.
3.4. The Supplier will email Leads to the Client without delay or transfer by hot-key method as stated in the order schedule.
3.5. The Supplier cannot guarantee that a Lead will produce business for the Client. The Supplier will not refund any Lead that falls outside of the Supplier's refund policy as stated below.
3.6. In the event of a Lead being a Non-Qualified Lead the Client shall notify the Supplier within 48 hours of receipt of the Lead by emailing a retuirn address supplied by ourselves prior to the first lead delivery with the word return added to the subject stating ref., surname, postcode and reason for return. The supplier may conduct its own analysis of non qualified leads and shall notify the Client of the results of such analysis within 3 Business Days. If the Supplier agrees that such Lead is a Non-Qualified Lead then the Supplier shall replace the Lead.
3.7. The Supplier shall have no further liability for Non-Qualified Leads and any returns made by the Supplier to the Client in accordance with the provisions of this Clause OBLIGATIONS OF THE SUPPLIER shall be the Client’s sole remedy.
3.8. In the event that the Client has not notified the Supplier using the agreed returns method in accordance with Clause 3.6 the Client shall be deemed to have accepted the Lead.
3.9. The Supplier will use its reasonable endeavours to meet the weekly/monthly Lead quantity.
4. SUPPLIER’S WARRANTIES
4.1. The Supplier warrants that:
4.1.1. it will perform its obligations under this Agreement with reasonable skill, care and diligence and in accordance with good industry practice;
4.1.2. it will maintain a consumer credit license as required by the Consumer Credit Act 1974; and
4.1.3. in respect of each Referral it shall have obtained the consent of the relevant client to disclose the Personal Data of the Enquirer to the Client and for the Client to use such Personal Data in the manner and for the purposes envisaged by this Agreement
4.2. The Supplier will supply Leads to the Client without its Charges being subject to VAT as an exempt intermediary as defined in HM Customs and Excise Notice 701/49 Section 6. Payment by the Client to the Supplier is for advance, non-refundable commission.
4.3. The Supplier gives no other warranties or representations (whether express or implied) and cannot guarantee that any Lead will be converted into business and the Client acknowledges that it should check all the information provided in a Lead when giving advice to the Enquirer.
5. CLIENT’S OBLIGATIONS
5.1. The Client will be responsible for all dealings with the Enquirer once the Supplier has referred the Lead to the Client. The Client should make it clear to the Enquirer that they are acting as a separate advisor and shall at no time present themselves as an agent of the Supplier or the website that sourced the Lead.
5.2. The Client shall pay the Charges for each Lead on the terms stated in the Order Schedule to this Agreement whether or not the Lead is converted to actual business for or by the Client. The Client shall pay the Charges by credit card, debit card, direct debit or other agreed payment method to the Supplier. Pricing for the Leads will be reviewed by the Supplier and changes will be notified to the Client on at least 30 days notice.
5.3. Each Lead, sent to the Client by the Supplier, must only be serviced by the Client or representative of the Client’s company or the company the Client works for. The Client must not sell on Leads without the prior knowledge and written agreement of the Supplier.
5.4. In performing the Client’s obligations under this Agreement the Client shall act in good faith, exercise all the due skill, care and diligence that would be expected of a professional advisor. The Client shall ensure that their conduct of business shall comply with all applicable rules and requirements. The Client will deal with the Leads as swiftly as they would deal with a Lead that they generated themselves. The Client shall not act in a way that could have an adverse effect on the reputation of the Supplier, or the website from where the Lead was sourced.
5.5. The Client shall maintain all licenses and registrations required of it by law. The Client must immediately notify the Supplier of any revocation or alteration to any licenses, memberships and/or authorisations which may affect their ability to perform their obligations under this Agreement or to utilise the Leads.
5.6. The Client agrees to indemnify the Supplier on demand against all losses, damages, claims, expenses and other costs (including legal expenses) incurred or as a result of any claims by Enquirers against the Supplier as a result of or in connection with the Client's breach of this agreement or its negligence.
5.7. The above indemnity shall survive the termination of this Agreement for any reason.
5.8. The Client shall comply promptly with any such reasonable request made by the Supplier and shall use all reasonable endeavors to supply such information requested or to allow the Supplier to inspect the Client’s records.
6. METHODS OF PAYMENT
6.1. Payment may be made by approved debit, credit or charge card (a "Payment Card") or other such payment method mutually agreed.
6.2. The Supplier reserves the right to immediately terminate this agreement if authority for payment is refused.
7.1. Either party may terminate this Agreement immediately on giving the other written notice:
7.1.1. if the other party commits any material breach of its obligations under this Agreement and which (in the case of a breach capable of being remedied) is not remedied within 20 days of a written request to remedy the same; or
7.1.2. if the other party becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if it convenes any meeting of its creditors or makes an arrangement or compromise with its creditors or otherwise becomes insolvent or suffers any similar process or event, whether in the UK or otherwise.
7.2. Either party may terminate this Agreement immediately if there is a change in the treatment or interpretation of Value Added Tax regulations that materially affects this Agreement.
8. EFFECT OF TERMINATION
8.1. The Supplier may continue to provide the Client with Leads until the Agreement terminates.
9. CONFIDENTIAL INFORMATION
9.1. Neither party will disclose Confidential Information of the other (the “providing party”) obtained under or in connection with this Agreement to any third party without the prior written consent of the providing party, and shall treat it as confidential and use such information only for the purposes contemplated in this Agreement and shall use all reasonable endeavours to effect and maintain adequate security measures to safeguard such Information from unauthorised access, use, accidental loss, destruction, damage and misappropriation (and in any event shall not use any lesser standard of care than it would apply to its own Confidential Information).
9.2. The restrictions shall not apply to Confidential Information that:
9.2.1. is in or enters the public domain other than as a result of a breach of an obligation under this clause;
9.2.2. is acquired from a third party who owes no obligation of confidentiality in respect of the information;
9.2.3. is or has been developed independently by the recipient or was known to it prior to receipt. is in or enters the public domain other than as a result of a breach of an obligation under this clause; or
9.2.4. is acquired from a third party who owes no obligation of confidentiality in respect of the Confidential Information.
9.3. It shall not be a breach of this Agreement to disclose Confidential Information to comply with a legal obligation (other than one imposed by contract), but the disclosing party must promptly inform the other of the disclosure as soon as it is able to do so.
9.4. The obligations in this clause shall survive any termination of the Agreement.
10.1. Neither party shall be liable to the other for loss of profits or business, goodwill, anticipated savings, business opportunity, data or use of data, injury to reputation, or indirect, or consequential loss or damage regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether the allegedly liable party knew or had reason to know of the possibility of the loss, injury or damage in question.
11. FORCE MAJEURE
A party shall not be liable to the other for failure to perform its obligations under this Agreement if that failure is caused by events beyond its reasonable control. These events include fire, flood, war, civil war, armed conflict or terrorist attack, nuclear, chemical or biological attack and failure of third party communications systems.
12. RELATIONSHIP OF THE PARTIES
The relationship of the parties shall be that of independent contractors. Nothing contained in this Agreement shall constitute or be deemed to constitute a relationship of employer and employee, principal and agent or partnership between the parties. Neither of the parties shall be entitled to bind or pledge the credit of the other party, incur any liability on behalf of the other party, sign any document, enter into any agreement or make any promise on behalf of the other party or in any way indicate that it is entitled to do so without the prior written consent of the other party.
13. GOVERNING LAW
This Agreement is governed by and interpreted in accordance with English Law and the English courts shall have non-exclusive jurisdiction to resolve any dispute between us.
14.1. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions to this Agreement shall continue in full force and effect.
14.2. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any later breach of the same or other provisions, nor shall any delay or omission on the part of either party to exercise or enforce any right, power or privilege that it has or may have under this Agreement operate as a waiver of such right, power or privilege.
14.3. Any notice served under this Agreement must be in writing and signed by or on behalf of the party giving it and sent to the recipient. Notices may be delivered by hand, by first class post, by fax or by email to the receiving party at its address or fax number set out in this Agreement or as the receiving party notifies to the sending party from time to time. Any such notice so served shall be deemed to have been served: (i) if sent by hand, at the time of delivery; (ii) if sent by first class post, upon the expiry of 48 hours after posting; (iii) if sent by fax, at the time of transmission after it is transmitted (provided that an error free transmission report is produced); and (iv) if sent by email on sending provided the sender receives a delivery receipt, but in any case if deemed receipt occurs after Working Hours, or at any time during a day that is not a Business Day, the notice shall then be deemed received at 9am local time on the next Business Day.
14.4. Provisions of the Order Schedule shall override these terms and conditions in the event of any conflict between them.
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