§ 1. General Provisions

1. These General Terms and Conditions (the “GTC“) set out the terms on which the hotLead Service is provided by WEB ELEVATE LIMITED, Company number: 16281693, 8 Hopwood Street, Preston, PR1 1UY, England, correspondence address: ul. Krzyżowa 5/3, 61-545 Poznań, Poland, operator of the hotLead.pl service.
2. The GTC form an integral part of every Agreement that refers to them. The Agreement is governed by the version of the GTC indicated in the Agreement. Subsequent versions of the GTC shall not apply to Agreements concluded earlier, unless the Parties agree otherwise in the form required for an amendment to the Agreement.
3. The hotLead Service is provided exclusively to business entities, in connection with their business activity.
4. In the event of any inconsistency between the Agreement and the GTC, the provisions of the Agreement shall prevail.

§ 2. Definitions

Wherever the GTC or the Agreement refer to:

1. Contractor – this means WEB ELEVATE LIMITED, referred to in § 1(1).
2. Client – a business entity that has concluded an Agreement with the Contractor. The Client and the Contractor are jointly referred to as the “Parties” and each individually as a “Party”.
3. Agreement – the sales lead generation agreement concluded by the Parties, specifying in particular the type of Agreement, the number of Leads, the Target Group, the remuneration and the payment schedule.
4. hotLead Service – a sales support service for the Client consisting in preparing and conducting business communication to the Target Group (Cold Mail, Follow-Up or Cold Call) for the purpose of generating Leads.
5. Lead – a positive response from an entity to which a Cold Mail, Follow-Up or Cold Call was addressed, expressing interest in further communication with the Client, in particular:
   1. a request for telephone contact or an indication of a time for a call;
   2. a request for an offer to be presented;
   3. a follow-up question concerning the Client’s offer or experience;
   4. an indication of the person responsible for the relevant area and a response from that person;
   5. a request for the Client’s contact details.
6. Target Group – a set of entities defined in the Agreement by industry, location, job titles and other criteria, from which the Contractor builds the Contact List.
7. Contact List – contact details, compiled by the Contractor, of persons within entities belonging to the Target Group to whom communication is addressed.
8. Campaign Materials – materials prepared by the Contractor on the basis of the Workshop or the Brief for the purpose of conducting the campaign, in particular the e-mail communication script (Cold Mail and Follow-Up) or the training note for consultants conducting Cold Calls.
9. Cold Mail – the first e-mail message sent to persons on the Contact List.
10. Follow-Up – each subsequent e-mail message sent to persons on the Contact List from whom no Lead has been obtained.
11. Cold Call – a telephone conversation with a person on the Contact List conducted as part of the campaign.
12. Campaign Start – the day on which the first Cold Mail is sent or the first Cold Call is made, subject to § 5(6).
13. Campaign Month – each consecutive period of 30 days counted from the Campaign Start. The first Campaign Month commences on the day of the Campaign Start.
14. Performance Period – the number of Campaign Months indicated in the Agreement. If the Agreement does not indicate it, the Performance Period of a One-off Campaign is 2 Campaign Months.
15. One-off Campaign – an Agreement concluded for the number of Campaign Months indicated therein, under which the operating fee is due once for the entire campaign and the entire remuneration is payable in a single payment prior to the Campaign Start.
16. Pilot – an Agreement concluded for the number of Campaign Months indicated therein, under which the operating fee is due for each Campaign Month and the remuneration is payable in Instalments.
17. Instalment – a portion of the remuneration indicated in the payment schedule in the Agreement. In a One-off Campaign, the entire remuneration constitutes Instalment 1.
18. Business Day – any day from Monday to Friday, excluding public holidays in Poland.
19. Brief – a document provided by the Client containing the key information about its offer, forming the basis for the Workshop and the Campaign Materials.
20. Workshop – a meeting of the Parties during which the Contractor obtains information about the Client’s offer required to prepare the Campaign Materials.

§ 3. Conclusion of the Agreement

1. The Agreement is concluded upon its signature by both Parties. Signature may be effected in written form, in electronic form, by exchange of scanned copies of the signed Agreement, or via an electronic signature platform.
2. The Contractor commences provision of the hotLead Service upon payment of Instalment 1.
3. The Parties may, by way of an addendum, increase the number of Leads covered by the Agreement. The remuneration for additional Leads is specified in the addendum.

§ 4. Scope of the hotLead Service

1. As part of the hotLead Service, the Contractor:
   1. compiles the Contact List within the Target Group;
   2. prepares the Campaign Materials;
   3. conducts the Cold Mail and Follow-Up campaign or the Cold Call campaign, in accordance with the channel indicated in the Agreement;
   4. delivers the generated Leads to the Client.
2. The Contractor undertakes to remain ready to provide the hotLead Service throughout the Performance Period and to exercise due care in order to generate the number of Leads indicated in the Agreement. The consequences of failing to generate the full number of Leads are governed exclusively by § 13.
3. The number of entities on the Contact List, as well as the number, content and timing of Follow-Ups and calls, are determined by the Contractor at its own discretion, in a manner conducive to achieving the number of Leads indicated in the Agreement.
4. The Contact List constitutes the Contractor’s know-how and is neither made available to nor subject to approval by the Client. Failure to obtain contact details for all entities in the Target Group does not constitute non-performance or improper performance of the Agreement.
5. The Contractor is responsible for delivering the agreed number and type of Leads. The Contractor is not responsible for the number of transactions concluded by the Client with the Leads or for the manner in which they are used.

§ 5. Campaign Preparation and Campaign Start

1. Upon payment of Instalment 1, the Parties agree on the date of the Workshop and the Client provides the Brief. The Contractor prepares the Campaign Materials on the basis of the Workshop, the Brief, or both.
2. The Client shall provide the Brief and any other information required to prepare the Campaign Materials within 3 Business Days of being requested to do so, and shall participate in the Workshop on the agreed date.
3. The Contractor may provide the Campaign Materials to the Client for review. The Client may submit substantive comments on them within 3 Business Days of receipt. Failure to submit comments within this period constitutes acceptance.
4. The Client submits comments on the Campaign Materials once, in respect of the entire content received. After the changes have been made, the Client may submit comments only in respect of the amended fragments.
5. The Contractor notifies the Client of the Campaign Start date.
6. If the Campaign Start does not take place within 14 days of the conclusion of the Agreement for reasons attributable to the Client, in particular due to a delay in the payment of Instalment 1, in providing the Brief or information, in participating in the Workshop, or in submitting comments, the 14th day following the conclusion of the Agreement shall be deemed the Campaign Start date. Campaign Months are counted from that date, including for the purposes of invoicing and the settlements under §§ 11–12, whereas the time limit for generating Leads is extended in accordance with § 6(3).
7. No later than on the day preceding the Campaign Start, the Client may provide a list of entities excluded from the campaign, in particular its existing customers and entities with which it is conducting commercial negotiations (the “Exclusion List“). The Contractor shall not address any communication to them.

§ 6. Campaign Performance

1. The distribution of Leads across individual Campaign Months indicated in the Agreement is indicative only. Generating a smaller number of Leads in a given Campaign Month does not constitute non-performance of the Agreement, and the shortfall carries over to subsequent Campaign Months. Leads generated in excess of the distribution are credited towards subsequent Campaign Months.
2. The number of Leads generated is settled upon expiry of the Performance Period. If the full number of Leads has not been generated within the Performance Period, the Contractor has an additional 14 days to make up the shortfall (the “Additional Period“).
3. If performance of the hotLead Service is delayed or suspended for reasons attributable to the Client, the time limit for generating Leads is extended by the duration of the delay or suspension, irrespective of the Additional Period. The due dates of the Instalments remain unchanged.
4. If, despite the Contractor’s due care, including in particular testing various variants of the Campaign Materials and segmenting the Target Group, the campaign fails to generate in any Campaign Month at least 10% of the total number of Leads specified in the Agreement, and the circumstances indicate that this is due to a lack of interest in the Client’s offer within the Target Group, the Contractor may, upon prior notice to the Client, switch to the substitute mode within 5 Business Days of the end of such Campaign Month. Together with the notice, the Contractor provides a summary of the activities carried out to date: the number of contacts made, the variants of the Campaign Materials tested, the segments of the Target Group, and the number of responses received.
5. In the substitute mode, the Contractor, depending on the campaign channel indicated in the Agreement:
   1. in an e-mail campaign – sends a sales message to 1,000 new entities matching the Target Group (mailing mode);
   2. in a telephone campaign – makes 1,000 calls to new contacts matching the Target Group, presenting the Client’s offer (calling mode); a call means each attempt to make a connection, regardless of whether it is answered;
   3. in a campaign conducted through both channels – carries out a total of 1,000 contacts in the mailing and calling modes, in a proportion determined by the Contractor.
6. The Contractor provides the Client with all responses obtained in the substitute mode and a report on its performance, including the number of messages sent or calls made and their results. Upon switching to the substitute mode, the obligation to generate Leads expires, and upon delivery of the report the Agreement expires.
7. In the event of switching to the substitute mode, the Contractor retains the operating fee and the remuneration for Leads attributable to the Campaign Month in which the threshold under paragraph 4 was not reached and to the preceding Months, and, in a One-off Campaign, the operating fee in full. The operating fee and the remuneration for Leads attributable to subsequent Campaign Months are not due and, if already paid, shall be refunded by the Contractor within 14 days. § 13(1) does not apply.

§ 7. Obligations of the Client

1. The Client shall:
   1. pay the Instalments on time in accordance with the payment schedule;
   2. cooperate with the Contractor and provide it with the information required to provide the hotLead Service within 3 Business Days of being requested to do so;
   3. ensure that the person responsible for handling Leads indicated in the Agreement is available throughout the Performance Period, and promptly notify the Contractor of any change of that person;
   4. contact each delivered Lead within 2 Business Days of its receipt or within the time indicated by the Lead during its generation;
   5. update the status of each Lead in the shared spreadsheet (contact established, contact scheduled, meeting arranged, offer sent, or no contact), with a brief justification, within 5 Business Days of delivery of the Lead.
2. A Lead for which the Client has not updated the status in accordance with paragraph 1(5) is deemed valid, subject to § 8(4) and (5). Such a Lead may not form the basis of a complaint or constitute a valid reason for terminating the Agreement.

§ 8. Delivery of Leads and Complaints

1. The Contractor delivers Leads on an ongoing basis in a shared spreadsheet or to the e-mail address indicated in the Agreement, stating: first name and surname, job title, company name, e-mail address, telephone number, and the content of the response or a note from the call.
2. The Client may lodge a complaint in respect of a Lead within 5 Business Days of its delivery. Upon expiry of this period, the Lead is deemed to have been generated in accordance with the Agreement.
3. A complaint must state why the response does not meet the definition of a Lead and must document the handling of the Lead in accordance with § 7(1)(4) and (1)(5), subject to paragraphs 4 and 5. A complaint without such documentation will not be upheld.
4. A complaint based on incorrect contact details, in particular a non-existent telephone number, does not require documentation of the handling of the Lead. The Contractor may, within 3 Business Days, supply correct details, in which case the complaint will not be upheld and the time limits under § 7(1)(4), § 7(1)(5) and paragraph 2 run from the day on which the corrected details are delivered.
5. The following does not constitute a Lead and may be the subject of a complaint without the obligation to document its handling: a response
   1. from an entity in respect of which a Lead has already been delivered under the Agreement; responses from several persons within the same entity constitute one Lead;
   2. from an entity on the Exclusion List referred to in § 5(7);
   3. from an entity that does not meet the Target Group criteria specified in the Agreement.
6. A subsequent change of position by the entity, in particular withdrawal after contact with the Client, does not affect the classification of the response as a Lead.
7. The Contractor considers a complaint within 5 Business Days. A Lead in respect of which a complaint has been upheld is not counted towards the number of Leads generated.

§ 9. Change of Target Group or Offer

1. The remuneration, the Campaign Materials and the Contact List are prepared for the Client’s offer and the Target Group indicated in the Agreement (jointly, the “Campaign Parameters“). After the conclusion of the Agreement, any change to the Campaign Parameters requires the Contractor’s consent and the conclusion of an addendum to the Agreement.
2. A change of offer includes in particular replacing it with a different product or service or a material change to its subject matter. Updating details of the same offer, e.g. the price or promotional terms, does not constitute a change of offer and is reflected in the Campaign Materials in the course of ongoing cooperation.
3. The Client notifies its intention to make a change together with a description of the new Campaign Parameters. Within 5 Business Days, the Contractor informs the Client whether it is able to perform the Agreement on the new Campaign Parameters.
4. If the Contractor is able to perform the Agreement on the new Campaign Parameters, the Parties conclude an addendum and the Contractor prepares new Campaign Materials. The time limit for generating Leads is extended by the time required to prepare them, and the Contractor delivers only the number of Leads not yet delivered. The remaining terms of the Agreement remain unchanged unless the addendum provides otherwise, in particular with regard to the price per Lead.
5. If the Contractor is unable to perform the Agreement on the new Campaign Parameters, the Parties may conclude an addendum under which the Contractor carries out 100 contacts (e-mail messages or calls, depending on the campaign channel) on the new Campaign Parameters for each undelivered Lead, without the obligation to deliver Leads.
6. The Contractor’s refusal to consent to a change of the Campaign Parameters does not release the Client from its obligations under the Agreement, including the payment of Instalments. If the Client refuses to continue the Agreement on the existing Campaign Parameters and the addendum referred to in paragraph 4 or 5 is not concluded, the Contractor may terminate the Agreement with immediate effect for reasons attributable to the Client.

§ 10. Remuneration and Payments

1. The Contractor’s remuneration consists of the operating fee and the price per Lead multiplied by the number of Leads specified in the Agreement. The operating fee covers in particular the building and updating of the Contact List, the preparation of the Campaign Materials, campaign management and reporting. In a Pilot, the operating fee is due for each Campaign Month, and in a One-off Campaign – once for the entire campaign. The amounts and the payment schedule are specified in the Agreement.
2. The amounts indicated in the Agreement are net amounts. The Contractor is not registered as an active VAT taxpayer in Poland and does not add VAT to the remuneration. Any VAT settlement on account of import of services rests with the Client, in accordance with the applicable regulations.
3. The Client agrees to receive invoices electronically at the e-mail address indicated in the Agreement.
4. The Contractor issues the invoice for Instalment 1 upon conclusion of the Agreement, and the invoices for Instalment 2 and subsequent Instalments no later than 7 days before the commencement of the Campaign Month to which the given Instalment relates.
5. The payment term for each invoice is 3 Business Days from its receipt.
6. The obligation to pay each Instalment arises directly from the Agreement and is not conditional upon any separate order, consent or approval by the Client, or upon the number of Leads delivered in previous Campaign Months. Any shortfall in Leads is settled exclusively in accordance with § 13(1).
7. The date of payment is deemed to be the date on which the Contractor’s bank account is credited.
8. In the event of a delay in the payment of any Instalment:
   1. the Contractor is entitled to statutory interest for late payment in commercial transactions and to compensation for debt recovery costs;
   2. the Contractor may suspend provision of the hotLead Service until the date of payment, which does not alter the due dates of subsequent Instalments;
   3. a delay exceeding 14 days entitles the Contractor to terminate the Agreement with immediate effect for reasons attributable to the Client.

§ 11. Term and Termination of the Agreement

1. The Agreement is concluded for a fixed term and remains in force until the expiry of the Performance Period, the Additional Period and any extension referred to in § 6(3).
2. The Parties exclude the right to terminate the Agreement upon notice. The Agreement may be terminated early only on the terms set out in the GTC or by mutual agreement of the Parties. This provision does not limit the Parties’ statutory right to terminate the Agreement for valid reasons; paragraph 5 lists circumstances that do not constitute such a reason.
3. The Client may withdraw from the Agreement until the expiry of the Performance Period against payment of a withdrawal fee (Article 396 of the Polish Civil Code) in the amount of:
   1. prior to the Campaign Start – 50% of Instalment 1; if Instalment 1 has been paid, the Contractor retains the amount of the withdrawal fee from it and refunds the remainder within 14 days;
   2. after the Campaign Start – 50% of the remuneration for Leads attributable, in accordance with the distribution set out in the Agreement, to Campaign Months that had not commenced on the date of the withdrawal notice; if that remuneration has already been paid, the Contractor retains the amount of the withdrawal fee from it and refunds the remainder within 14 days.
4. Withdrawal takes effect upon payment or retention of the withdrawal fee. Withdrawal after the Campaign Start takes effect at the end of the current Campaign Month, until which the Contractor continues the campaign. The operating fee and the remuneration for Leads attributable to Campaign Months that have commenced, and in a One-off Campaign the operating fee in full, are due and non-refundable. Any shortfall in Leads attributable to Campaign Months that have commenced is settled as at the date of termination of the Agreement in accordance with § 13(1), taking into account all Leads delivered up to that date, including surpluses from earlier Campaign Months. Leads delivered in excess of that number are not subject to additional remuneration. The operating fee and the remuneration for Leads attributable to Campaign Months that have not commenced are not due, subject to paragraph 3(2).

Example: A Pilot for 3 Campaign Months of 15 Leads each, at a price of PLN 295 per Lead and an operating fee of PLN 995 for each Campaign Month, i.e. three Instalments of PLN 5,420 each. The Client withdraws during the 2nd Campaign Month. Instalments 1 and 2 are due, and the Agreement ends at the end of the 2nd Campaign Month, by which the Contractor delivers a total of 30 Leads or refunds PLN 295 for each missing Lead. Instalment 3 is not due. The Client pays a withdrawal fee of PLN 2,212.50 (50% of PLN 4,425 for the Leads of the 3rd Campaign Month).

5. The following in particular do not constitute a valid reason for termination of the Agreement by the Client:
   1. a low conversion rate of Leads into the Client’s transactions;
   2. objections to Leads not raised in the manner set out in § 8;
   3. a change in the Client’s business plans, budget or priorities.
6. The Client may terminate the Agreement with immediate effect if:
   1. the Contractor is in material breach of the Agreement and has not remedied the breach within 7 days of a written demand;
   2. the Contractor has entered into liquidation or grounds exist for declaring it bankrupt.
7. The Contractor may terminate the Agreement with immediate effect for reasons attributable to the Client in the cases set out in § 9(6) and § 10(8)(3), as well as in the event of:
   1. a breach by the Client of the provisions of the Agreement or the GTC, if the Client has not remedied the breach within 7 days of a demand;
   2. the Client’s failure to cooperate for 30 days, in particular failure to provide responses, information or comments where required under the GTC;
   3. the Client entering into liquidation or grounds arising for declaring it bankrupt.
8. Notices of termination, rescission or withdrawal from the Agreement require the form prescribed for the conclusion of the Agreement in § 3(1), failing which they shall be null and void. An e-mail message without an attached signed notice does not satisfy this requirement.

§ 12. Consequences of Termination of the Agreement

1. In the event of termination of the Agreement by the Contractor for reasons attributable to the Client:
   1. the operating fee and the remuneration for Leads attributable to Campaign Months that commenced before the date of termination, and in a One-off Campaign the operating fee in full, are due and non-refundable;
   2. the operating fee and the remuneration for Leads attributable to Campaign Months that have not commenced are not due and, if already paid, shall be refunded by the Contractor within 14 days;
   3. any shortfall in Leads attributable to Campaign Months that have commenced is settled as at the date of termination of the Agreement in accordance with § 13(1), taking into account all Leads delivered up to that date.
2. In the event of termination of the Agreement by the Client under § 11(6), the Contractor retains the operating fee attributable to Campaign Months that have commenced (in a One-off Campaign – in full) and the remuneration for Leads delivered up to the date of termination, and refunds the remainder of the remuneration paid within 14 days. Remuneration for Leads not delivered is not due.
3. In the event of termination of the Agreement by mutual agreement of the Parties, its consequences are governed by that agreement.
4. Leads delivered before termination of the Agreement remain at the Client’s disposal. The provisions of §§ 13–16 remain binding on the Parties after termination of the Agreement.

§ 13. Liability

1. If, upon expiry of the Performance Period, the Additional Period and any extension referred to in § 6(3), the number of Leads generated is lower than that specified in the Agreement, the Contractor refunds the price for each Lead not generated, up to the amount of the Instalments paid. No refund is due to the extent that the shortfall results from reasons attributable to the Client, in particular delays, failure to cooperate or suspension of performance due to non-payment, or from force majeure, or in the case referred to in § 6(7). Low interest in the Client’s offer does not exclude the refund obligation; in such a case the Contractor may switch to the substitute mode on the terms of § 6(4)–(7). The refund does not cover the operating fee and is made on the basis of a corrective invoice, by transfer to the account from which the payment was made, within 14 days.
2. The Contractor’s total liability for non-performance or improper performance of the Agreement is limited to the refund referred to in paragraph 1 and does not extend to lost profits, except for damage caused intentionally.
3. The Contractor is not liable for:
   1. the Client’s failure to contact a Lead or the manner in which it is handled;
   2. non-performance or improper performance of the Agreement due to force majeure or other circumstances beyond its control, subject to paragraph 1.

§ 14. Personal Data Protection

1. The Contractor is the controller of the personal data of persons representing the Client and of the contact persons designated by the Client. Such data is processed for the purpose of concluding and performing the Agreement (Article 6(1)(b) and (f) GDPR).
2. The Contractor obtains the data of persons on the Contact List from publicly available sources and processes it as a controller on the basis of its legitimate interest (Article 6(1)(f) GDPR), to the extent necessary to establish a business relationship: first name and surname, job title, e-mail address and telephone number. The Contractor does not process special categories of data and does not profile data subjects.
3. Upon delivery of a Lead, the Client becomes a separate controller of the data contained therein and is solely responsible for its further processing.
4. If, in connection with the performance of the Agreement, one Party entrusts the other with the processing of personal data, such entrustment is for the term of the Agreement and solely for the purpose of its performance, and the Agreement constitutes the controller’s documented instruction. The processing Party:
   1. applies the security measures referred to in Article 32 GDPR;
   2. assists the controller in responding to data subjects’ requests and in fulfilling the obligations under Articles 32–36 GDPR;
   3. engages another processor only with the controller’s consent, unless this is necessary for the performance of the Agreement;
   4. upon termination of the Agreement, returns or deletes the entrusted data together with any copies;
   5. is liable for damage caused by processing data in a manner inconsistent with the Agreement or the controller’s instructions.
5. Data subjects have the rights set out in Articles 15–22 GDPR and the right to lodge a complaint with the President of the Personal Data Protection Office (Prezes Urzędu Ochrony Danych Osobowych).

§ 15. Confidentiality

1. Information obtained by the Parties in connection with the Agreement, including its commercial terms, the Campaign Materials and the Contact Lists, is confidential and may be used solely for the purpose of performing the Agreement.
2. A Party may disclose confidential information:
   1. to its employees and contractors to the extent necessary for the performance of the Agreement, after binding them to confidentiality; the Party is liable for their acts and omissions as for its own;
   2. at the request of a competent authority or court, to the extent necessary, after prior notification of the other Party, insofar as permitted by law.
3. For each breach of paragraph 1 by the Client, the Contractor is entitled to liquidated damages in the amount of PLN 1,000. The Contractor may claim damages in excess of the liquidated damages.

§ 16. Final Provisions

1. The Agreement and the GTC are governed by Polish law. Matters not regulated herein are governed by the provisions of the Polish Civil Code.
2. The Parties shall endeavour to resolve disputes amicably. Disputes not resolved amicably shall be settled by the common court having jurisdiction over Poznań.
3. Any amendment to the Agreement requires an addendum concluded in the form prescribed for the conclusion of the Agreement in § 3(1), failing which it shall be null and void.
4. Day-to-day communication relating to the performance of the Agreement is conducted electronically to the e-mail addresses indicated in the Agreement, subject to § 11(8).
5. The assignment of the Client’s rights or obligations under the Agreement to a third party requires the Contractor’s prior consent.
6. The invalidity or unenforceability of any provision of the GTC or the Agreement does not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that most closely reflects the purpose of the invalid provision.