§ 1 – General Information

These Terms and Conditions define the terms for providing the hotLead service described herein by WEB ELEVATE LIMITED, Company number: 16281693, Address: 8 Hopwood Street, Preston, England, PR1 1UY, with office at ul. Krzyżowa 5/3, 61-545 Poznań, operator of the hotLead.pl portal – Call Center and sales lead generation.

§ 2 – Definitions

Terms used in these Terms and Conditions mean:

Contractor – WEB ELEVATE LIMITED, Company number: 16281693, Address: 8 Hopwood Street, Preston, England, PR1 1UY;

Client/Principal – a legal entity, organizational unit without legal personality, or natural person conducting business activity within the meaning of the Entrepreneurs’ Law, who has entered into an Agreement with the Contractor;

Agreement – an agreement concluded between the Client and the Contractor for the provision of the hotLead service, the content of which is determined by these Terms and Conditions and the Sales Lead Generation Service Agreement, hereinafter referred to as the “Agreement”. The lead generation service agreement signed by the Client and the Contractor, including detailed arrangements regarding the content of the Agreement, including but not limited to remuneration for providing the hotLead Service, number of Sales Leads, service performance deadline;

Sales Lead (or lead) – a positive response from an entity that received a Cold Mail, Follow Up, or information conveyed by telephone, meaning interest in further communication. A positive response may include in particular:

• Willingness for telephone contact or indication of a phone call date, e.g., “Please contact me on Friday at 10:00 AM”;
• Request to present a commercial offer, e.g., “Please prepare an offer for renting 2 cars. Our requirements are attached” or “I haven’t thought about it, but I’d be happy to learn about your offer”;
• In-depth question that is an invitation to conversation in the context of the offer, experience, e.g., “Do you have brand X cars in your medium-term rental offer?” or “Please provide references and your portfolio of cooperation with companies similar to mine”;
• Indication of the person responsible in a given company for the area related to the offer and a response from that person, e.g., “The boss forwarded me your message, please provide a video-call link”;
• Request to supplement contact details to the Principal, e.g., “I don’t see your phone number, please provide it, I’ll call tomorrow”;

hotLead Service – a service provided by the Contractor based on these Terms and Conditions and the Agreement, the subject of which is supporting the sales process by creating business communication and generating leads, e.g., in the process of creating a list of companies included in the Target Group, creating Cold Mail content or telephone conversation script, Follow Up content, and sending them to the list of companies or making telephone calls, provided that the scope of the hotLead Service provided to the Client will be specified each time in the Agreement and in the content of these Terms and Conditions;

Target Group – a list of business entities conducting business activity within the meaning of the Entrepreneurs’ Law in a specific business sector and location of these entities, prepared by the Contractor and approved by the Client, to which Cold Mail and Follow Up are to be sent or telephone calls are to be made;

Communication Scenario – a proposal for a business communication plan prepared by the Contractor, consisting of Cold Mail, Follow Up, or telephone conversation script;

Cold Mail – business communication in the form of an email, the content of which will be developed by the Contractor, which is to be sent to the list of companies and aims to obtain the number of Sales Leads specified in the Agreement;

Follow Up – business communication in the form of an email, the content of which will be developed by the Contractor, which is to be sent to the list of clients for whom Cold Mail did not result in obtaining a Lead, whereby Follow Up means the next (second and subsequent) email sent to the list of clients.

Lead Generation Campaign Start – launch of the campaign (sending the first batch) of Cold Mail or Cold Call by the Contractor.

§ 3 – Agreement

1. In order to conclude a service for the performance of the hotLead service, the Client and the Contractor sign an Agreement.
2. In the Agreement, the Parties specify the number of Sales Leads, the period in which obtaining the Sales Leads in the quantity specified in the Agreement is planned and the method of their delivery, the amount of the Contractor’s remuneration.
3. The Agreement is concluded upon signing of the Agreement by the Parties and payment of the agreed remuneration.
4. The Client is not entitled to change the Target Group after the date of conclusion of the Agreement or after the date specified in § 5 sections 3 and 4 of the Terms and Conditions, subject to sections 6 and 7. A change of the Target Group is understood as a new order and requires a separate agreement.
5. The Client’s lack of will to continue the performance of the concluded Agreement with respect to the existing Target Group, in view of the will to change the Target Group, entitles the Contractor to terminate the Agreement with immediate effect with the right to retain the entire remuneration.
6. The Client may notify the Contractor of the will to change the Target Group after conclusion of the Agreement, while being obliged to provide the Contractor with all details regarding the new Target Group. The Contractor assesses whether it has the actual capability to perform the Agreement in its current form with respect to the new Target Group.
7. If the Contractor has the capability to perform the Agreement in its current form with respect to the new Target Group, the parties conclude an agreement changing the Target Group, while other terms of the existing Agreement remain unchanged. The Contractor is then obliged to deliver to the Client only the number of Leads not yet delivered. The number of Leads after conclusion of the agreement is not renewed.
8. If the Contractor does not have the capability to perform the Agreement in its current form with respect to the new Target Group, the Client, wishing to avoid the effects mentioned above in section 5, may conclude an amending agreement with the Contractor, according to which the Contractor will direct Cold Mail and Follow Up within the new Target Group. The number of emails within Cold Mail and Follow Up depends on the number of unused Leads. It is assumed that 1 Lead corresponds to 100 emails. In such a case, the Contractor is not obliged to deliver any Leads to the Client.
9. By providing personal data in the Agreement, the Client and the person signing the Agreement on behalf of the Client consent to the processing of personal data in the Agreement for purposes related to the performance of the Agreement.
10. Based on the parties’ agreement, the Client and the Contractor may extend the scope of the Agreement’s subject to include an additional number of sales leads. The Contractor is entitled to additional remuneration specified in the agreement/amendment to the agreement for extending the Agreement’s subject.
11. The Contractor’s obligation to provide hotLead Services under this Agreement consists of readiness to perform hotLead Services for the Principal and exercise due diligence.
12. The Contractor is not responsible for the number of new contractors acquired by the Client thanks to the Leads provided by the Contractor, nor for the manner in which the Client uses the provided Leads, but only for providing the agreed number and type of leads.

§ 4 – Remuneration

1. The hotLead Service is provided for remuneration specified in the Agreement. The remuneration due to the Contractor consists of the following components: flat-rate operational costs (preparation and service of the hotlead campaign) and the cost of generating one lead x the number of agreed Sales Leads.
2. The remuneration specified in the Agreement is net remuneration, which will be increased by the applicable value-added tax (VAT).
3. The payment deadline for remuneration will be specified in the Agreement.
4. The Contractor will commence provision of the hotLead Service within the deadline specified in the Agreement and after receiving full payment of the remuneration specified in the Agreement.
5. Failure to pay any required portion of remuneration will result in suspension of the hotLead Service provision by the Contractor and will entitle the Contractor to terminate the Agreement with immediate effect.
6. By concluding the Agreement, the Client consents to the issuance and sending of electronic VAT invoices to the email address provided in the Agreement.
7. The payment date is the date of crediting the bank account of the Party receiving the payment.

§ 5 – hotLead Service

1. As part of the hotLead Service, the Contractor is obliged to: a) create a list of companies included in the Target Group specified by the Client, provided that the number of these companies remains at the Contractor’s discretion; b) create a Communication Scenario and business communication content – Cold Mail and Follow Ups (the number of Follow-ups and the decision to create and send them remains at the Contractor’s discretion) or telephone conversation script; c) send Cold Mails or make telephone calls to the created list of companies, d) send Follow Ups to companies included in the Target Group and on the Contact List, for which sending Cold Mail did not produce a result – a Warm Lead, e) obtain Sales Leads in the quantity specified in the Agreement within the deadline specified therein and make them available to the Client.
2. After receiving payment of the full remuneration amount increased by VAT, the Contractor prepares the Target Group, including the names of entities included in it, and sends it to the Client’s email address. The number of entities included in the Target Group remains at the Contractor’s discretion.
3. The Client is obliged to accept the Target Group or submit comments to the sent Target Group within 7 days from the date of receipt.
4. In case of no response within 7 days or submission of comments other than those described in section 3 within this period, it is deemed that the Client has accepted the Target Group.
5. After the Client’s acceptance of the Target Group, the Contractor creates the Contact List and develops the Communication Scenario, including the content of business communication – Cold Mail, as well as (if so decided) Follow Up/Follow Ups. Failure to obtain contact information for all entities included in the Target Group does not constitute non-performance or improper performance of the Agreement by the Contractor and will not constitute grounds for the Client to pursue any claims against the Contractor.
6. The Client is obliged to cooperate with the Contractor, including during the creation of the Communication Scenario, including business communication – Cold Mail and Follow Up, including providing the Contractor without delay (but no later than within 3 days) with all information and data requested by it, and accepting or submitting all substantive comments to the content of Cold Mail and Follow Ups developed by the Contractor. Failure by the Client to submit substantive comments within the above deadline will be equivalent to acceptance of the Cold Mail and Follow Up content. In case of changes to Cold Mail or Follow Up resulting from the Client’s substantive comments, the Client may not submit substantive comments to content about which it previously had no comments (the Client is obliged to submit immediately all substantive comments it has to the entire received Cold Mail and Follow Up content).
7. The period in which the Contractor is obliged to obtain the agreed sales leads begins from the moment all conditions specified in sections 2-7 above are met and lasts for the time specified in the Agreement.
8. Follow Ups may be sent by the Contractor to entities from the Target Group for which a Lead was not achieved in connection with sending Cold Mail, whereby the Follow Up content may be analogous to Cold Mail or developed anew (according to the Contractor’s choice). The decision to develop and send Follow Ups is made by the Contractor.
9. If Sales Leads in the quantity specified in the Agreement are not obtained within the deadline specified therein, the Contractor will have an additional 2 weeks to obtain the number of Sales Leads specified in the Agreement.
10. The Client is obliged to cooperate with the Contractor during service provision. After the Contractor transfers Sales Leads, the Client, within 5 business days from the moment of receipt, is obliged to report any comments or objections to the transferred Leads. After the specified deadline, Sales Leads are considered generated in accordance with the agreement.
11. In the event that, despite the Contractor’s due diligence, including preparation and implementation of several different communication scenarios, Target Group segmentation, and conducting Cold Mail and Follow Up campaigns, the email campaign does not generate a minimum of 10% of the assumed number of Sales Leads within 30 days from the Lead Generation Campaign Start, and justified premises indicate that the reason for low effectiveness is lack of interest in the Client’s offer from the Target Group, the Contractor reserves the right to end the campaign in email distribution model. In such a case, the Contractor will send to a maximum of 1000 new entities from the group of potential clients (adjusted to the original Target Group) an email containing sales communication and will provide the Client with all received responses and a report from the conducted distribution. Transition to distribution mode occurs unilaterally, after prior notification to the Client.
12. If the Client did not cooperate in providing the hotLead Service or delayed its implementation (including through failure to provide information and data, acceptance, or failure to submit substantive comments to the Cold Mail, Follow Up content within the deadlines specified in the Terms and Conditions, attempting to change the Target Group and refusing to conclude the agreement referred to in § 3 section 8 of the Terms and Conditions), then the deadline for obtaining the number of Sales Leads specified in the Agreement will be extended additionally by the number of days by which the hotLead Service implementation was delayed due to the Client’s action or omission (regardless of the additional period referred to in section 10). In case of lack of cooperation by the Client with the Contractor for a period of 30 days, including in particular lack of response or submission of acceptance/objections/comments by the Client in situations required by the terms and conditions, the agreement is automatically terminated, and the remuneration paid to date is retained by the Contractor for readiness to perform the agreement.

§ 6 – Termination of Agreement

1. The Parties may terminate the Agreement by mutual consent in the form of a written agreement.
2. The Client may withdraw from the Agreement within 7 days before the Contractor begins performing the Service. The deadline for commencement of service performance by the Contractor is specified in the Agreement. In such a case, the Client is obliged to settle with the Contractor for services performed to date that have been completed by the date of withdrawal from the agreement in accordance with the content of this provision. The statement of withdrawal from the agreement must be submitted to the Contractor in written form under pain of invalidity. The Contractor, in connection with preparations undertaken to perform the agreement and time spent creating the Target Group and Communication Scenario, will retain 50% of the remuneration received from the Principal to date. The remaining portion of remuneration will be returned to the Principal.
3. Apart from cases described in other provisions of the Terms and Conditions, the Contractor may terminate the Agreement with immediate effect due to the Client’s fault in case of: a) violation by the Client of any of the provisions of the Terms and Conditions; b) opening of liquidation of the Principal or occurrence of premises for declaring bankruptcy of the Principal, c) lack of cooperation from the Client hindering proper provision of the hotLead Service. d) lack of will to continue performing the agreement, in view of the will to change the Target Group.
4. The Principal is entitled to terminate this agreement with immediate effect: a) if the Contractor commits a gross violation of the provisions of the Agreement, b) liquidation of the Contractor is opened or premises for declaring bankruptcy of the Contractor occur.
5. In case of agreements concluded for a minimum 3-month period, each party may terminate the agreement in written form with one month’s notice period falling at the end of the next calendar month, unless otherwise stipulated in the agreement. In case of termination of the agreement, the Parties undertake to settle services performed to date by the Contractor until the expiration of the agreement.
6. In each case of termination of the agreement for reasons attributable to the Client, the Contractor is entitled to retain the full remuneration.

§ 7 – Liability

1. In case of failure to obtain Sales Leads in the quantity specified in the Agreement through the Contractor’s fault, taking into account the provision of § 5 section 10 of the Terms and Conditions, the Contractor will provide the Client with a refund for each unachieved Sales Lead in relation to the number established in the Agreement. The refund applies only to the cost of generating the Lead specified in the agreement.
2. The refund will be granted by issuing a correcting VAT invoice and by refunding funds to the bank account from which the Client paid the remuneration for the hotLead Service after the expiration of the Agreement and after the period referred to in § 5 section 10 of the Terms and Conditions.
3. The total liability of the Contractor for non-performance or proper performance of the Agreement is limited to the refund specified in section 1 above.
4. The Contractor is not liable for damage to the Client’s property resulting from non-performance or improper performance of the Agreement by the Contractor, caused by force majeure, in particular in connection with terrorist activity, natural disasters, nuclear disasters, fires, or violent changes in weather conditions, breakdowns, technical problems related to transport, including closure of airports or ports, cancellation of flight schedules, and bankruptcy of airlines.
5. The Contractor is not liable for non-performance or improper performance of the Agreement if it is the result of actions beyond its control.
6. The Contractor’s liability to Clients is limited to damage caused by its fault and does not include the Client’s lost profits.
7. The Contractor is not liable to the Client if, after receiving a Sales Lead, the Client did not contact the entity that provided a positive response after receiving Cold Mail, Follow Up, or information conveyed by telephone. This action constitutes failure to utilize the Sales Lead’s potential for reasons attributable to the Client.
8. A complaint about a Sales Lead is only possible if the Client properly documents that it has properly serviced the Sales Lead. Lack of evidence of proper servicing of the Sales Lead constitutes an independent basis for not considering the Client’s complaint.

§ 8 – Personal Data Protection (including GDPR)

1. The controller of personal data collected and processed under this Agreement is WEB ELEVATE LIMITED, Company number: 16281693, Address: 8 Hopwood Street, Preston, England, PR1 1UY. Data will be processed in accordance with the aforementioned legal act;
2. The Controller processes only data of persons acting on behalf of or with authorization from companies or entities cooperating with the controller or companies or entities that are potential recipients of marketing campaigns carried out by the controller, in particular the first and last name of these persons, position or function held, email address, contact phone number. This data is searched on an ongoing basis from available Internet resources;
3. The Controller does not process special categories of personal data within the meaning of Art. 9 GDPR;
4. Data processing does not serve to present an offer and does not constitute commercial information. The purpose of contacting recipients of marketing campaigns is to establish a business relationship;
5. Personal data will be processed: a) for the purpose of implementing joint business ventures and performing orders or concluded cooperation agreements; b) for the purpose of marketing services offered by the controller’s partners; c) for the purpose of searching for optimal offers and solutions in the field of services intended for business based on information regarding the activities of potential campaign recipients (marketing database);
6. Personal data processing will include collection, recording, storage, development to the minimum extent necessary for proper performance of the subject of the agreement;
7. The basis for data processing is voluntary consent expressed through contact with the controller (Art. 6 section 1 lit. a GDPR) or obtaining by the controller information made available voluntarily by the company, e.g., through advertisements or cooperation proposals posted in the public domain (Internet), which is justified by the special needs of the controller as an entity with a database of information about entities interested in commercial cooperation in the area covered by the advertisement or cooperation offer (Art. 6 section 1 lit f GDPR);
8. Personal data of contact persons in partner companies or entities will be stored until information is obtained that they are outdated or until a request for their deletion is received;
9. Each person whose data is processed has the right to access the content of their personal data and the right to rectify, delete, limit processing, the right to data portability, the right to object, the right to withdraw consent at any time without affecting the lawfulness of processing performed based on consent before its withdrawal;
10. Each person who considers that the Contractor’s processing of personal data violates the provisions of the general regulation on personal data protection of April 27, 2016 (GDPR) or other provisions regarding personal data processing has the right to lodge a complaint with the supervisory authority;
11. Processing by the controller of personal data of contact persons in partner companies or entities is a necessary condition for proper performance of the agreement or order and provision of services. The consequence of not providing personal data or withdrawing consent for their processing by us may be inability to provide services or continue cooperation;
12. As part of the activities conducted by the Contractor, the Contractor does not profile personal data nor make automated decisions based on profiling.

§ 9 – Personal Data Entrustment

1. For the purposes of performing this Agreement, the Parties may mutually entrust personal data for which they act as controller for the purpose of proper performance of the Agreement.
2. Personal data entrustment occurs for the time necessary to perform the Agreement. After termination or expiration of the agreement, the Party to whom personal data was entrusted is obliged to return them to the other party or delete them along with copies from owned data carriers, unless deletion would be difficult.
3. The Parties undertake to perform obligations regarding protection of entrusted data with the highest professional diligence to legally, organizationally, and technically secure the Parties’ interests regarding processing of entrusted personal data, and in particular to secure entrusted data for processing from disclosure to unauthorized persons, processing in violation of law, and change, loss, damage, or destruction.
4. Each Party declares that information systems used for processing entrusted data meet requirements resulting from applicable legal provisions.
5. Each Party processes personal data only on documented instruction from the controller, which instruction is the conclusion of the Agreement.
6. The Party processing data, taking into account the nature of processing, to the extent possible assists the other Party being the controller through appropriate technical and organizational measures to fulfill the obligation to respond to requests of the data subject regarding exercise of their rights.
7. The processing Party, taking into account the nature of processing and information available to it, assists the Controller in fulfilling obligations specified in Art. 32-36 of Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR).
8. The processing Party does not use the services of another processing entity without prior detailed or general written consent of the entrusting Party (controller), unless it is necessary for the purposes of performing the Agreement.
9. The processing Party is liable for damages caused by personal data processing if it failed to fulfill obligations imposed on it by this Agreement or when it acted beyond lawful instructions of the entrusting Party (controller) or contrary to those instructions.

§ 10 – Confidentiality Clause

1. All information obtained by the Client and the Contractor (in any form) in connection with the performance of the Agreement is confidential information which the Client and the Contractor may not disclose for any other purpose and to any other extent than in connection with the exercise of rights arising from the Agreement (hereinafter: Confidential Information).
2. The Client or Contractor may disclose Confidential Information at the request of an authorized state authority or court, whereby in such a case they are obliged to inform the Contractor, the other party of the intention to disclose Confidential Information, along with indication of the entity to which disclosure is to occur and the scope of disclosed information. In each case, the Client or Contractor will disclose only the necessary minimum of Confidential Information.
3. The Client or Contractor may disclose Confidential Information to their employees and associates for purposes related to proper fulfillment of their duties related to the concluded agreement, provided they are obliged to previously obtain from them a written commitment to keep received Confidential Information secret. Each party is liable for the actions and omissions of persons indicated in the previous sentence, as well as other persons to whom Confidential Information was disclosed (also contrary to the provisions of these Terms and Conditions), as for own actions.
4. For violation of the prohibition referred to in section 1, the Contractor is entitled to a contractual penalty from the Client in the amount of PLN 1,000.00 for each violation without separate notice.
5. The Contractor is entitled to claim compensation exceeding the amount of the contractual penalty.

§ 11 – Final Provisions

1. Any disputes arising from or related to the Agreement will be resolved through negotiations, and ultimately will be submitted for resolution to the common court with local jurisdiction for the Contractor’s registered office.
2. In case of differences between the content of the Terms and Conditions and the content of the Agreement, the provisions of the Agreement prevail.
3. Transfer of the Client’s rights and obligations arising from the Agreement to a third party requires prior obtaining of written consent from the Contractor.