Amesmo Ltd hereinafter known as the “Supplier” provides digital marketing services to business clients. These Terms and Conditions apply to the provision of services by the Supplier to all clients.
‘‘Working Day’’: shall mean a day (other than a Saturday, Sunday or public holiday or the office shut-down period i.e between Boxing Day and New Year’s Day) when banks in London are open for business.
‘’Customer Introduction’’: shall mean specifically predefined information provided by the Supplier concerning any potential customer, including their name, address, account status and otherwise that could be used to identify the customer and is private and not generally available to the public, however stored or collected and has opted to have such personal data disclosed.
‘’Services’’: shall mean those services to be provided by the Supplier.
“Commencement Date” means the date on which provision of the Services will begin, as defined in the Agreement.
“Confidential Information” means, in relation to either Party, information which is disclosed or made available to that Party by the other Party pursuant to or in connection with the Agreement relating to the business and/or affairs of either party to include information relating to (including the identity) the clients and customers of either party. (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such.
“Data Protection Legislation” up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR General Data Protection Regulation ((EU) 2016/679) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
“Fees” means any and all sums due under the Agreement from the Client to the Supplier, as specified in the Agreement.
“Personal Data” means any information relating to an identified or identifiable natural person (‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Term” means the term of the Agreement as defined therein.
The Supplier shall provide the Services to the Client on the terms and conditions of the Agreement from the Effective Date.
The Services will be supplied by the Supplier on an on-going monthly basis until either party serves notice in accordance with notice periods as set out in the Agreement.
The Supplier shall deliver the Services set out in the Agreement with reasonable care and skill in accordance with:
the laws and regulations applicable to the Services, including all laws and regulations related to data protection, anti-bribery and corruption; and the Supplier maintains and enforces its own internal policies to ensure compliance in all areas.
No amendment shall be made to the service delivery terms unless agreed in writing by both Parties in accordance with the Change Control Clauses detailed in the Agreement
The Client and the Supplier Shall;
Cooperate with each other in all matters relating to the Services:
Provide, in a timely manner, any information as each party may reasonably request from the Client in order to fulfil its obligations to supply a good service. The information must be accurate and up to date.
Obtain and maintain all necessary licences, consents and comply with all relevant legislation in relation to Data Protection and Financial Services before the date of the start of Services.
Mutual Obligations
In the event that either party is exposed to information or knowledge which could adversely affect the business relationship between the two parties, this information should be shared with the Client or Supplier as soon as is reasonably possible in an effort to mitigate damage.
Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except where required by law, court order or any governmental or regulatory. Other exceptions include to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to allow further disclosure of that information or data.
Neither party shall be liable for the failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
The Supplier shall promptly notify the Client of:
Any delays/problems or circumstances from time to time which may prevent the Supplier from providing the Services set out in the Agreement.
Any complaint (whether written or verbal) or other matter which comes to its attention which it reasonably believes may give rise to any loss or claim against the Client or which may result in adverse publicity for their organisation.
The Client shall notify the Supplier of:
Any defects in the Supplier’s performance of the supplied Services as soon as reasonably practicable, after any such defect comes to their attention. The Supplier will then endeavour to remedy any such defect in performance as soon as is reasonably practicable.
Late Payments
The Supplier is legally entitled to charge interest should the Client make late payment. If payment is not received by the due date, the Supplier may charge interest to the Client on the overdue amount at the rate of 3% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Client shall pay the Supplier interest together with any overdue amount.
The Client’s right to use the introductions shall terminate forthwith if the Client:
commits or permits any material breach of its obligations under the Agreement;
enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors;
is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Client, notice of intention to appoint an administrator is given by the Client or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Client or for the granting of an administration order in respect of the client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client.
If any of the events set out in the above clause [6.1.a-d] occurs, the Supplier may sell the Customer Introductions to other clients or reuse them however it deems best.
Either Party may at any time during the term of the Agreement request an increase or decrease in the volume of Customer Introductions supplied. The Client may also request the addition of new services (for example hotkey introductions) by submitting a Change Request by email adhering to the following timescales:
For a decrease in volume five (5) working days’ notice must be provided by email by either Party.
For a significant decrease in volume (20% decrease or more in volume per working day) ten (10) working days’ notice must be provided to the Supplier/Client in order for the void to be filled.
For an increase in volume, one (1) working day’s notice must be given. The Supplier will, however endeavour to meet the request within that working day.
For additions of new services, five (5) working days’ notice must be provided to allow the Supplier to prepare to deliver the service.
Where the Supplier must decrease the volume of Customer Introductions it is supplying to the Client, five (5) working day’s notice will be provided in writing (by email) to notify of this volume change.
The Supplier shall reserve the right to make changes to the Services which are necessary to comply with any applicable law, provided that the Client is given reasonable notice of such changes and that such changes do not materially affect the nature/scope of the Services or the service charges.
Each party shall fully comply with obligations set out by the Data Protection and GDPR (Data Laws), and may exercise its respective rights and remedies where seen fit. Each Party may request sight of any related policies or procedures prior to the commencement of the Agreement.
Non Circumvention
The Client acknowledges that under the Agreement the Supplier provides Customer Introductions that may be sourced from suppliers or third parties with which it has contractual arrangements (the "Contacts"). Provided that, there is no pre-existing relationship with any such Contacts as of the Effective Date, the Client agrees that it will not whilst an Agreement exists and for a period of twelve (12) months following its termination, enter into direct negotiations or transactions with such Contacts without the prior written approval of the Supplier.
Any Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with the laws of England and Wales.
Version 1.2 January 2024