This agreement is made on the data sent out below between the Subscriber (named on the application) and M Blue Ltd.
In this Agreement: We means M Blue Ltd who is entering into this Agreement and us, our or ours shall be construed accordingly.
You (Subscriber) means the natural or legal entity of the supplier who is entering into this Agreement (as may be specified on the Online Account, Order Form or other communication from you to us) and your or yours shall be construed accordingly.
Buyer means a person or a company representative who has indicated they are interested in investigating or purchasing goods or services relevant to the Index they are visiting or who uses the Site's web pages and who may then make an Enquiry using the Form.
M Blue Ltd means (Company Registration No. in England and Wales 6439518) and registered office is at 1391, London Road, Leigh-on-Sea, Essex, SS9 2SA.Index means a channel of qualified leads associated to a product or service, to which suppliers may subscribe.
Category means any one of the regional or sector-based categories into which an Index may be divided from time to time.
Intellectual Property Rights means all intellectual property rights of any nature whatsoever, whether registered or unregistered including, without limitation, patents, copyrights, performer's rights, recording rights, moral rights, trademarks, designs, know-how, database and rights in Confidential Information.
Law means any law, statute, regulation, instruction, guideline or code of conduct having force of law of any governmental or other regulatory authority of competent jurisdiction (including but not limited to any term in any licences issued by any such authority and any data protection requirements) in all cases as amended, replaced and supplemented from time to time.
Action means a click through to your website by a Buyer; a Qualified Lead sent to you by us; or such other service as we shall make available to you from time to time.
Listing means a synopsis of your business, as approved by us.
Online Account means the central account that you login to within our system, which contains details of your Qualified Leads, the Services to which you have subscribed and the Listings that you've completed regarding you or your company.
Promotional Trial means the current promotional offer available to you, as described above or as offered to you in writing by us on the terms and conditions contained in such offer or as set out in clause 7 of this Agreement.
Qualified Lead means it is reasonably relevant in our sole opinion to the criteria specified in your Application in terms of category and number of qualified leads in relation to the applicable Index that has been completed and sent to you by us.
Services means the services subscribed to by you to be provided by us under this Agreement, which you have selected on our Web Sites, or in discussion with our staff, and through which you receive Qualified Leads or other Actions.
Web Sites means the web sites run by us which are used to offer our Services on the Internet, which is currently located at www.theleadsuppliers.co.uk
Form means online form allowing the User to register an Enquiry by submitting his criteria and other details.
Enquiry or Job Lead means the criteria data submitted on the Form is matched to the Subscribers Selection Criteria. Invalid Enquiry means where a User has submitted false or misleading data via the Form.
2.1. Fees/Prices for each qualified lead are stated when selecting the category and location you enquire for that qualified lead.
2.2. You will be sent qualified leads on regular bases and in accordance with your request.
2.3. All qualified leads are charged by M Blue Ltd or another nominated account at our sole discretion to your nominated and authorised bank card upon the email for the qualified lead is prepared for emailing to you.
2.4. Each qualified lead is individually invoiced and invoice can be viewed and printed in subscriber control panel by you.
2.5. Any invalid qualified leads will be replaced by new qualified leads as soon as you inform us and we agree this in writing.
2.6. We reserve the right to change the prices by giving you not less then 7 days notice by notifying on our Web Sites.
2.7. If any payments to us or to the nominated account by you using any method fail for any reason then we shall charge you a reasonable administration fee to be determined by us.
Agreement Period shall commence on the date hereof and continue until terminated in accordance with this Agreement.
4.1. You shall add your Copy to your Listings for each Index to which you have subscribed in accordance with the procedures required by us from time to time and stated on the Web Sites.
4.2. You consent that we retain full editorial control over all Listings on our Web Sites and that we will own all Intellectual Property Rights in the Copy and Listings, save that M Blue Ltd shall not own any of your Supplier Branding.
4.3. You shall not resell, pass on or otherwise disclose any information arising from or in connection with this Agreement to any third party and such information is expressly provided to you for use in accordance with this Agreement only.
4.4. The Subscriber hereby gives its consent to M Blue Ltd to carry out any relevant searches on any or all individuals or trading styles of your business at any home or business address associated with the company, with any credit reference agency that we deem appropriate. Such credit agencies may keep a record of that search and may share that information with other parties.
4.5. The Subscriber can suspend Job Leads at any time and without charge. This can be done online by pausing the accounts. To suspend indefinitely the subscriber must send requests recorded to M Blue Ltd 1391, London Road, Leigh-on-Sea, Essex, SS9 2SA. Any money owed for qualified leads up to cancellation date must be paid in full.
4.6. You agree to the following in relation to the goods or services you provide to any of your Buyer following a Qualified Lead supplied by us to you:
4.6.1. You shall have sole responsibility for the goods or services provided and in the event you have a dispute with one or more Buyers, you release us, our Affiliates, our agents and employees from any claims, demands, and/or damages arising out of or in any way connected with that dispute;
4.6.2. You shall not say anything to the Buyer or any third party to suggest that you are acting on behalf of us or that we have approved of or endorsed your goods or services;
4.6.3. You shall have up-to-date and in force Public and Employers Liability insurance to cover a sum as appropriate for the goods or services you provide and connected potential liability.
4.6.4. M Blue Ltd is not responsible if the subscriber cannot do the work within the required time, budget, and skill required, or cannot contact the user such as by fax, email or telephone. No credit will be authorised for these failures.
5.1. M Blue Ltd consents you a non-transferable licence to use our logos and such other of our Intellectual Property Rights as we may notify you of from time to time provided always that:
5.1.1. We consent for you to use our name for the purposes of identifying to the Buyer where the Qualified Lead originated unless we have revoked and terminated such licence;
5.1.2. You agree to use our logos or any of our Intellectual Property Rights so licensed for such purposes as shall have been approved by us in writing beforehand;
5.1.3. You agree to indemnify and hold us harmless against any loss, liability and cost which we may incur as a result of any claim arising out of or in relation to any breach by you of such licence.
5.1.4. You consent there are automatic rights conferred to you arising from clause 6.1 above.
6.1. You hereby grant us an irrevocable perpetual non-exclusive worldwide licence to publish your details and your Copy and Listings on our Web Sites and other materials, and to link your web site.
6.2. The appearance in all respects of your Listing on our Web Sites and other materials is to be determined by us at our sole discretion and we reserve our right to refuse any application to subscribe for our Services.
6.3. We shall not be liable in connection with quality of any Qualified Lead for any reasons such as budgets, conflict of interest, timeliness, inability to contact the Buyer where valid details are provided by us.
6.4. We reserve the right: to change the structure and content of our Web Sites at any time and to vary the services available to be performed on our Web Sites.
6.5. We may source Qualified Leads from the Website, any websites of our Affiliates or any other source that we consider appropriate.
7.1. The Subscriber can suspend Job Leads at any time and without charge. This can be done online by pausing the accounts. To suspend indefinitely the subscriber must send requests recorded to M Blue Ltd 1391, London Road, Leigh-on-Sea, Essex, SS9 2SA. Any money owed for qualified leads up to cancellation date must be paid in full.
7.2. The licence granted to us under clause 6.1.1 shall survive the term of this Agreement and we may at our sole discretion decide whether or not to remove your Listing after termination of this Agreement.
7.3. You agree no refunds or credits will be payable by us for any termination by you.
7.4. The following events shall be deemed to be an "Event of Default":
7.4.1. Your Copy is Unacceptable, where "Unacceptable" means that the Copy is inaccurate, contravenes any Law, infringes the Intellectual Property Rights of any third party, is abusive, immoral or otherwise likely to offend Buyers or users of the Web Site or the Internet in general (at our sole discretion);
7.4.2. You have failed to pay to us any amount that is due under this Agreement;
7.4.3. You have materially breached one of your obligations under this Agreement and, where such breach is capable of remedy, have failed to remedy that breach within 14 days of being required in writing to do so by us;
7.4.4. You pass a resolution for your winding up or a court of competent jurisdiction makes an order for your winding up or dissolution;
7.4.5. The making of an administration order in relation to you or the appointment of a receiver over, or an encumbrance taking possession of or selling, any of your assets; or
7.4.6. You make an arrangement or composition with your creditors generally or make an application to a court of competent jurisdiction for protection from your creditors generally.
7.5. On the occurrence of an Event of Default we may:
7.5.1. Suspend your access to our Web Sites, preventing you from viewing your Online Account and any Qualified Leads until such time as the Event of Default is remedied (which shall be judged at our sole discretion); and/or
7.5.2. Terminate this Agreement with immediate effect upon written notice at any time on or after the date the Event of Default occurred.
7.6. If we suspend your access you will continue to pay for any Qualified Leads which are made available during such period of suspension while this Agreement remains in force.
7.7. The termination of this Agreement shall not affect either party's accrued rights or obligations, any duties of confidentiality, or any other provisions that are expressly or impliedly intended to survive termination.
8.1. That this Agreement has been accepted by and is binding on you, having been entered into by a duly authorised representative or agent on your behalf.
8.2. Your Copy and Listings shall not infringe any Law or Intellectual Property Rights of a third party at any time your Copy is true, accurate and not misleading at any time.
8.3. You have all necessary consents, approvals and releases to authorise us to publish the Copy on our Web Sites worldwide in perpetuity and grant the licence.
8.4. You shall provide us with all assistance we may require from time to time in connection with the provision of the Service.
8.5. Your Testimonials are genuine feedback comments received from your customers.
8.6. You consent to indemnify and hold us harmless against any loss, liability and cost which we may incur as a result of any claim arising out of or in relation to any breach by you of any representation, warranty, undertaking or obligation contained in this Agreement (including, without limitation, each loss, liability and cost reasonably incurred as a result of defending or settling a claim alleging such a liability).
8.7. You have the authority to enter into this Agreement and the details provided within the Application Form are accurate and all relevant information has been disclosed.
8.8. You agree to inform M Blue Ltd in writing of any changes to the Application information immediately online. M Blue Ltd is under no obligation to give reason if it decides to refuse this information.
9.1. In case you have any complaint relating to a Qualified Lead you, such complaint may be validly notified by emailing us at sales@theleadsuppliers.co.uk within 7 days of receiving the relevant Qualified Lead. If we agree that the Qualified Lead is not a genuine qualified lead or does not relate to the Index in question, we will provide a further Qualified Lead free of charge as full compensation. You hereby agree that you are not entitled to any refund and your sole remedy in connection with any disputed Qualified Lead.
9.2. You consent we can in no way be held in any way responsible should you fail to fulfil your obligations to a Buyer.
9.3. We do not guarantee that any Actions shall occur in connection with any Listing.
9.4. Our Websites are provided on an "as is" and "as available" basis. We expressly disclaim, to the fullest extent permitted by law, any and all warranties, conditions and other terms implied by statute or common law relative to the operation of our Websites or the information, content, and Services provided on or through our Web Sites.
9.5. Without prejudice we accept no liability under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any of the following:
9.5.1. loss of profit or sales;
9.5.2. loss of opportunity;
9.5.3. loss of turnover;
9.5.4. loss of use of any hardware, software or data;
9.5.5. loss of or damage to business; or
9.5.6. indirect, special or consequential loss or damage.
9.6. Without prejudice our liability under this Agreement shall be restricted to the total amount (less VAT) paid by you to us in the twelve month period immediately preceding the event which gave rise to such a claim.
9.7. Nothing in this Agreement shall limit our liability:
9.7.1. For death or personal injury caused by our negligence or the negligence of our employees or agents.
9.7.2. For breach of any condition as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
9.7.3. For fraudulent misrepresentation.
9.7.4. For any liability which cannot be excluded or limited by applicable law.
9.8. We shall not be liable for any delay in or non-performance of our obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond our reasonable control including but not limited to the acts, defaults or omissions of suppliers or sub-contractors, failure of any telecommunications or power network, war, undeclared hostilities, terrorism, industrial action and acts of God.
10.1. Each party undertakes to the other to keep confidential all Confidential Information regarding the other and not to disclose the same in whole or in part to any person (other than any employee, agent, professional advisor or subcontractor having a need to know) without the other's written consent; and to use Confidential Information belonging to the other party solely in connection with the performance of their respective obligations under this Agreement.
10.2. The provisions of this section shall not apply to any Confidential Information which is already in the public domain, lawfully obtained from a third party free from any duty of confidentiality, which was already in the possession of the receiving party at the time of entering into this Agreement, or where a party is required to disclose such Confidential Information as a matter of law.
11. M Blue Ltd sole obligation is to put the User in contact with the Subscriber. M Blue Ltd will not intervene in any subsequent negotiations between the User and the Subscriber and will under no circumstances be held responsible for any disagreement that may occur between them during the negotiations and/or the provision of products or services.
12. All qualified leads are emailed to each subscribers control panel at the same time. You consent that it may not be possible to ensure that the receipt of these qualified leads may not be exactly at the same time by all subscribers due to technical reasons out of our control.
13. M Blue Ltd declines all civil and/or penal responsibility concerning direct and indirect consequences of the contact between the User and the Subscriber. M Blue Ltd may not be held responsible in matters concerning the relevance and quality of Job Leads it passes on to the Subscriber.
14. M Blue Ltd reserves the right to change Terms and Conditions and the structure and content of the Site at any moment.
15. The qualified leads sent to subscribers may come from different sources including affiliates and subsidiary companies of M Blue Ltd.
16. This Agreement shall be governed by the Laws and Jurisdiction of England and Wales.
17. This Agreement constitutes the entire Agreement between the Subscriber and M Blue Ltd and no representation, statement, warranty or condition not expressly contained in this Agreement or incorporated herein by reference shall be binding upon M Blue Ltd as a warranty or otherwise.
18. You consent that in a situation where any part of this Agreement is invalidated the rest of the Agreement remains valid and is enforceable.
19. You agree that some of the services contained in this Agreement at our sole discretion may not be offered now but could be made available at a future date.
20. These Terms and Conditions can only be changed in writing by a director of M Blue Ltd.
