1. Subject matter of the Agreement

1.1 IDG Communications Limited, 101 Euston Road, London, NW1 2RA (hereafter referred to as “IDG”), operates a variety Information Technology related web sites. These web sites (and other) can generate leads for the client.

2. Scope of General Terms and Conditions, offers, contract conclusion

2.1 These terms and conditions shall apply to all services provided by IDG in connection with the agreement on lead generation.

2.2 Any general terms and conditions of the Client are excluded. IDG 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 IDG or any reference made by the Client to any such terms, without IDG being required to reiterate this rejection in every such case. Specifically, the provision of services or their acceptance shall not be interpreted as IDG’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 IDG are subject to change, unless the relevant offer states otherwise. Any and all agreements between IDG 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 IDG, 5 working days before the start of contractually agreed services, with all information and materials required for the orderly execution of the service. 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), IDG is entitled to make either contextual or technical changes or corrections to the materials in order to optimize the presentability or performance/conversion. Alternatively, IDG has the right to return the materials based on stated reasons. In this case the client shall provide IDG 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 IDG remain with IDG.

3.2 The client grants IDG 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 IDG.

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 libelous, illegal, sexual or pornographic representations in the material it supplies, that no names or terms are used that indicate sexual or pornographic programs or promote content with sexual or pornographic elements or elements, and that any material it supplies is unlikely to cause offence. The client confirms it has attained all required legal authorization from the appropriate agencies for the service or product advertised for. IDG is not obliged to check orders for legal compliance.

3.4 Upon first request, the client will indemnify IDG in respect of all losses, damages and costs including the costs of legal action against IDG (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 IDG collects consent to forward contractually agreed business and personal profile data to the client.

4.2 Consent is collected in the registration process and it is confirmed by email that the collected email address has not been abusively entered by a third party.

4.3 Exclusivity is only guaranteed if this 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 IDG 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 IDG, the client is not allowed to contact that addressee.

5. Data transfer, data usage

5.1 IDG 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 IDG 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 IDG an email, within 5 working days of the transfer, 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 or replaced at IDG’s preference.

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 IDG 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. IDG will support the Client in an appropriate way.

7.3 IDG 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 IDG’s control, IDG shall not be required to fulfil the contract for the duration of these events.

7.5 IDG is entitled to employ sub-contractors. The hiring of sub-contractors by IDG does not affect the contractual obligations of IDG vis-à-vis the client.

7.6 After the contract has been fulfilled, IDG 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 30 days after invoicing, with no deductions. IDG 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 IDG 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, IDG 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 IDG can withhold further services and submit an invoice for all services already provided. In this case, IDG 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 IDG 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 IDG or a legal representative or agent of IDG.

9.2 For other damages, IDG assumes liability, within legal terms, as follows:
IDG assumes unlimited liability for damages caused by intentional or grossly negligent behaviour on the part of IDG or a legal representative or agent of IDG, and for damages that fall within the scope of protection governed by an IDG guarantee or warranty.
IDG 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 IDG 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 IDG 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 IDG 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. IDG will 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 IDG 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. IDG 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 IDG 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 IDG uses any third parties for the performance of services, IDG 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 IDG 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 IDG, 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.