1. OBJECTS AND DEFINITIONS
1.1 The present general terms and conditions (hereinafter the “GENERAL TERMS” or the “Contract”) contain the terms and conditions governing the provision of services available at www.leadbi.com(hereinafter the “Platform”).
The GENERAL TERMS are stipulated among you, as the end user of services (hereinafter referred to as “you” or “the User”) and the company LeadBI S.r.l., VAT No.IT02678360690, with registered office in Lanciano, via martiri vi ottobre 48, (Ch) Italy (hereinafter “LeadBI”, “We” or “the Company”).
These GENERAL TERMS govern and regulate the service provided by LeadBI to the User through the Platform. The Platform is a marketing automation platform that allows you to analyse website’s visitors, create and send custom messages.
1.2 In addition to the terms and words defined elsewhere in the GENERAL TERMS, in reference to such, they shall be defined as:
“Campaigns” indicates the advertising campaigns that the User can plan and deliver through the Platform;
“Causes of Force Majeure” include, but are not limited to, causes of force majeure pursuant to and in accordance with the GENERAL TERMS: shortages, strikes, lack of means of transport, war, rebellion or other military actions, floods, fires, lightning, explosions, accidents, power outages, interruptions, malfunctions or overcapacity of telephone or telematic lines, delays or defaults on the part of third-party suppliers of LeadBI or any other event outside the reasonable control of LeadBI and which prevents the full and correct fulfilment of the obligations set forth in these GENERAL TERMS thereof;
“Content” refers to all the content uploaded and transmitted by the User to – and by – the Platform, including, but not limited to, any information, data, image, video, audio, file, text, comic, Campaign, Newsletter, SMSs, descriptions and indications provided by the User and uploaded to the Platform;
“Credentials” indicates the username and password selected at the time of registration and linked to the User Profile;
“CRM” indicates the system integrated in the Platform that manages the user profiles which the User has collected during his or her professional activity and/or who interact with the Sites or the Social Network pages of the User;
“Data Protection Laws” it refers to Regulation EU 2016/679 (hereinafter, “GDPR”), as well as any other personal data protection legislation applicable, already in force or that will enter into force after the Contract comes into force, including the provisions of the competent data protection authorities issued in implementation of the GDPR and of other personal data protection legislation applicable;
“Duration of the Contract” the duration of these GENERAL TERMS, as indicated in Article 8 below;
“Effective Date” indicates the date of acceptance of these GENERAL TERMS by the User;
“Intellectual Property Rights” indicates copyright, patents, rights related to designs, inventions, logos, trade names, trademarks, rights to Internet domains and web addresses, rights to databases, data, source codes, reports, drawings, specifications, know-how, production methodologies, trade secrets, semiconductor rights and related topographies, whether registered or unregistered, rights and actions related to unfair competition, applications, and the right to file such applications for the registration or protection of each of the aforementioned rights and any other intellectual or industrial property right referred to in Legislative Decree No. 10 February 2005 No. 30, in Italian Presidential Decree 22 April 1941 No. 633, in the Berne Convention referred to in Decree 20 June 1978 No. 399, and subsequent amendments and addenda, and equivalent or similar forms of protection existing in the world according to regulations applicable from time to time;
“Party” LeadBI or the User;
“Payment” indicates the amount of money that the User shall pay when subscribing to the Subscription, as referred to in Article 3.3 below;
“Profile” personal web page (this section is reserved exclusively for Profile management) of the User on the Platform, for management of the account created upon registration with the Platform;
“Reasonable Endeavours” means taking such steps and performing in such a manner, including, without limitation, by reference to the levels of accuracy, quality, care, prudence, completeness, timeliness, responsiveness, resource efficiency, productivity and proactive monitoring of service performance, as a well-managed LeadBi would undertake and perform where such LeadBi was acting in a diligent, prudent and reasonable manner to achieve a particular desired result for its own benefit;
“Services” indicates the services available to the User on the Platform, as specified in Article 3 below – including all of its subsections – of these GENERAL TERMS;
“Sites” the websites that the User intends to manage through the Platform, whether owned and/or managed and/or licensed by the User, of which the User has lawful availability to administer;
1.3 The singular terms have the same meaning for the plural and vice versa. Masculine terms have the same meaning for feminine and neutral and vice versa.
1.4 Any reference, either express or implied, to statutes or legislative provisions shall be deemed as referring to such statute or legislative provision as modified by other provisions (before or after the date of conclusion of this Contract) and shall include any provision, decree, regulation, resolution or other form of secondary legislation deriving from such statute or legislative provision.
1.5 The titles of the articles are indicated strictly for convenience and will not affect the interpretation of this Contract.
2. CONCLUSION OF THE CONTRACT
Please note that by pressing the “Sign Up” button upon registration in the Platform or, otherwise, using the Services, you declare that you have read and expressly accept these GENERAL CONDITIONS. Registration to the Platform and the use of Services follow the costs outlined in Article 3.4 below (save the costs of Internet connection, which are borne by the User on the basis of the economic conditions established by his/her operator). If you do not intend to accept one of the terms and conditions of these GENERAL TERMS, we respectfully ask that you not use the Services and exit the Platform.
3. LEADBI SERVICES
3.1 REGISTRATION.
3.1.1 The User registers in the Platform by filling out the fields of the registration form and creating his/her Profile (hereinafter, “Registration”). After the Registration, the User may enjoy a 15-days free trial (hereinafter, “Free Trial”). After the Free Trial, if the User wish to continue to use the Platform, he/she shall subscribe to the procedures described in Article 3.4 below. 3.1.2 Upon Registration, the User must provide Company data and/or identify themselves as a freelancer as well as provide contact information, billing information, and any other information indicated as mandatory. These data can be changed at any time through the Profile’s page.
3.2 SERVICES.
Upon Registration and completion of the Profile, the User may start using the Platform and benefit from Platform Services. The User expressly acknowledges and agrees that in order to access the Platform Services he/she must always, and in any case, login with his/her Credentials.
3.2.1 In order to use the Services, the User have to link his/her websites to the Platform (hereinafter, “Sites”). He/she may do so by including a Javascript code supplied by LeadBi and available on the user’s Platform or on user’s webites and by complying with all requirements for use of the Services communicated by LeadBi to the User. LeadBi will have no liability to User for such inability to provide the Services, if such inability is a result of User’s failure to comply with this Article 3.2.1.
3.2.2 The Platform’s CRM collects all the activities of Site’s visitors (hereinafter, “Visitors”) and all the personal data and contact information inserted by Visitors which, transmitted and collected through Platform’s algorithms, will allow the User to enjoy various Service.
Moreover, the User, through a special panel in the CRM Section, will be able to check important information regarding the protection of personal data, including, but not limited to, (i) how and (ii) when a Visitor has registered with the Sites, (iii) from what IP address and (iv) what consent has been provided (hereinafter the “Privacy Panel”).
3.2.3 In addition to what is established elsewhere, the Platform allows the User to
3.3 PAYMENTS. The User expressly acknowledges and agrees that after the Free Trial, the Services are available only upon payment of a monthly subscription fee (hereinafter the “Subscription”), which begins on the date of subscription.
3.3.1 for more information about pricing following link : www.leadbi.com/pricing/
3.3.2 The User expressly acknowledges and agrees that LeadBI has the right to propose – at its sole discretion – any temporary discounts and/or coupons and/or any policy for a price other than those referred to in this Article 3.3.
3.3.3 The Subscription can be paid by credit card or by bank transfer. To proceed with a credit card payment, the User must click on “Purchase” and provide all the data necessary to make the payment, insert his/her contact details, and invoicing data. The User expressly accepts and acknowledges that payments and all management of data necessary to make the payments are fully managed by “Paylike”, which is LeadBi’s external partner company, whose general conditions of service are available at the following link https://paylike.io/
3.4 CONDITIONS FOR SUPPLY
3.4.1 When the User shares Content with the Services referred to in Article 3.2, he/she acknowledges and agrees that such Content may be published outside the Platform, if provided by the nature of the Service. The Services allow the User to send SMSs, Newsletters, and share information in various ways, such as through the Site and/or Social Network of the User.
3.4.2 The User expressly acknowledges and agrees to use the Platform and/or any mobile and/or e-mail applications to receive communications by LeadBI, including important ones. The User expressly acknowledges and agrees that if the contact information provided to LeadBI is not up-to-date, he/she may miss the above-mentioned communications.
The User agrees that LeadBI, at its sole discretion in order to contact the User regarding the provision of Services, may send him/her alerts in the following ways: (i) a banner and/or in-box notice, or (ii) an email sent to an address provided to us, or (iii) by other means including a mobile phone number, landline or by traditional mail. For the purpose of this Article the User agrees to keep his/her contact information up-to-date.
3.4.3 The User expressly acknowledges and agrees that in the event of a violation by the User of the law, third party rights or these GENERAL TERMS, LeadBI may at its full discretion suspend or interrupt the provision of Services against such User, close the User’s account, prevent access to the Platform, or take any other action to protect the current or potential rights and interests of LeadBI. Furthermore, LeadBI reserves the right to cancel or suspend the User’s account in violation or unused for more than 6 (six) months after the last Subscription renewal.
3.4.4 In view of the fact that, in the use of Services, the User may come into possession of private and/or confidential material, information and data relating to these Services, LeadBI products and its commercial strategies, and that the use and/or dissemination to third parties of such materials and information would cause serious and irreparable harm to LeadBI, the User undertakes to abstain throughout the Duration of the Contract and for one year after the expiration of the Contract, from the last Subscription, from carrying out activities directly and/or indirectly in competition with the Platform.
3.4.5. The User expressly acknowledges and agrees that LeadBI is not responsible for updating all the links contained in these GENERAL TERMS; therefore, whenever a link is not working and/or updated, the Parties acknowledge and agree that the User must always refer to the document to which the link refers.
4. USER STATEMENTS AND GUARANTEES
The User declares and guarantees:
The User acknowledge and expressly agree that LeadBi provides the Service “as is” and “as available” and hereby disclaims all warranties with respect to the Services, whether express or implied, including warranties of merchantability, and fitness for any particular purpose. LeadBi does not warrant that the Services will operate uninterrupted or error-free and it is possible that the Services may be inaccessible, unavailable, or inoperable from time to time.
LeadBi makes no representation or warranty about the result User will obtain through using the Services including the timing of delivery of Newsletter and/or SMSs. LeadBi is not responsible for the receipt of queries from Visitors of the Site and/or individual who receive Newsletters and/or SMSs.
5. RESPONSIBILITY – LIMITATION OF LIABILITY OF LEADBI
5.1 The User expressly acknowledges and agrees that:
a) LeadBI does not interact in any way with the Services available on the Platform, acting merely as a platform for the use of the Services by the User;
b) LeadBI therefore does not provide any statement or guarantee to the User, including, but not limited to, (i) the quality, legality, security, compliance and the use of Services on the Platform, (ii) the truthfulness, fairness and completeness of the information provided to the User and extrapolated from the sources he/she has selected online;
c) any responsibility by LeadBI is expressly excluded regarding any information, data and/or Content entered into the Platform, including, but not limited to, any Content uploaded in the Platform via the Import section;
d) in case of withdrawal from the Contract pursuant to Article 9 or termination of the Contract pursuant to Article 10 of the Contract, LeadBi reserves the right to remove any Content form the Platform.
5.2 Except in cases of guilty verdict or gross negligence, to the maximum extent permitted by law, the User acknowledges and agrees that LeadBI will in no way be liable to the User for any damages, losses, costs, charges and expenses, direct or indirect, including any legal fees that may be incurred and/or borne by the User in connection with the Services provided by LeadBI pursuant to the GENERAL TERMS. Therefore, no damages may be claimed by the User to LeadBI for any damage suffered in connection with the Services and Content. LeadBI will in no way be liable to the User for any delays or defaults on their obligations in relation to the Services in the event that such delays or defaults arise from Causes of Force Majeure.
5.3 LeadBI is not affiliated with any website to which any link exists in the Platform, unless expressly specified by LeadBI itself and is in no way responsible for the content of such websites. Such links are made exclusively for the convenience of Users, access to such sites and the use of their content shall be done at the risk and expense of the Users themselves. A link from the Platform to any other website does not imply that LeadBI in any way approves, supports, or recommends said website or has any control over any element of the content of said website.
5.4 Any reports or communications made through the Platform with any third party other than LeadBI are exclusively between you and the third party, such as the Social Network. Some sections of the Platform may provide links to websites that allow you to transact or purchase goods or services. These operations may be conducted by third parties or other entities. In no event shall LeadBI be liable for the goods, services, resources or content made available through such reports or communications with such third parties, or any damages caused therein. Please carefully check the policies and practices adopted by such third parties before starting any transaction. Any complaint, grievance or request you may raise regarding materials or information provided by third parties should be sent directly to such third parties.
5.5 The User undertakes to indemnify, reimburse and hold LeadBI harmless in respect of any loss, damage, cost, expense, and other liabilities (including any costs of transactions) that the Parties should incur during the Duration of the Contract or subsequently (including, but not limited to, all reasonable legal fees) in relation to or by virtue of any claim or action by a third party who assumes that the Site’s Content, or any part thereof, and/or any Content disseminated by the User through the Platform, violates their Intellectual Property Rights.
5.6 In cases where the Sites fulfil e-commerce and/or sales of any kind to consumers, the User undertakes to indemnify, reimburse and hold LeadBI harmless in relation to any liability or claim for damages by any final consumer and/or third parties in connection with the commercial management and maintenance of the Sites.
6. PRIVACY
6.1 PROCESSING OF USER DATA
6.1.1 Pursuant to and for the purposes of the GDPR, LeadBI, informing the User, undertakes to ensure that all the personal data provided directly by the User or gained by LeadBi during the Duration of the Contract and connected with the Contract, even that relating to the employees or collaborators or third parties, will be processed, by automated or non-automated means, exclusively for management and administrative purposes relating to the contractual and legal obligations, except in the case in which the User gives LeadBI a specific and optional consent to the processing of User’s personal data for marketing and reception of commercial communication by LeadBI. The provision of personal data for management and administrative purposes relating to the contractual and legal obligations is necessary to provide the aforementioned purposes and failure to provide the data will imply, totally or partially, the impossibility to reach the scope. Data will be used by LeadBi solely with modalities and procedures necessary to pursuit the aforementioned purposes.
6.1.2 LeadBi informs the User that he/she has the right to access, delete, rectify, update, have incomplete data completed, object to the processing of personal data, as well as all the other rights granted by the GDPR.
6.2 PROCESSING OF USER BROWSING DATA
6.2.1 The User expressly acknowledges and guarantees that he/she is the Data Controller in relation to his/her use of the Platform – including, but not limited to, those data managed through the Privacy Panel, the CRM, the Newsletter and the Import’s section – and/or to be entitled to such processing as an External Data Processor and/or other legal title. In this respect, the User hereby undertakes to relieve LeadBI of any claims of credit, indemnification, direct and indirect damages and/or sanction resulting from the violation of Data Protection Laws in connection to the processing of personal data carried out by the User relating to the use of the Platform, including any deletion requested by the interested party of the processing, as well as relating to the security procedures and measures applied to the transfer of such personal data, and arising from fault or negligence of the User, or in any event, to indemnify LeadBI of any request that is related to and/or subject to any violation of the processing and/or use of personal data, improper or non-compliant with the Data Protection Laws, also assuming all liabilities associated with any allegations against LeadBI for the act or fault of the User.
6.2.2 Likewise, the User expressly acknowledges and agrees that the request for indemnification from LeadBI referred to in the previous Article 6.2.1 also applies to the processing of any personal data that may arise from the use of service supplied by third parties through the Platform, including, but not limited to, the Social Network.
6.2.3 The User expressly acknowledges and guarantees to comply with Data Protection Laws and he/she undertakes to ask the prior consent to Visitors of the Site before allowing LeadBi to release profiling and analytics cookies. In particular, the User hereby acknowledges and expressly agrees that LeadBi will install the aforementioned cookies on the Sites as third party. In this respect, the User hereby warrants that the Sites (i) will disclose the use of third parties technologies, as well as the collection and use of personal data through the Sites by means of its extended cookie policy (hereinafter, “Privacy Notice”); (ii) will include a link to the extended policy of LeadBi, available at this url http://localhost/leadbi-local/cookie-policy/ and (iii) will provide the Visitors a suitable Privacy Notice and will require a specific consent in compliance with the Data Protection Laws and with the general provisions of the competent data protection authorities.
6.2.4 The User expressly acknowledges and guarantees that, for the entire Duration of the Contract, the Sites:
(a) should contain a Privacy Notice which is clear, easy to understand, and consistent with Data Protection Laws, which (i) is accessible at least from the home page of the Sites; (ii) identifies the means of collection and use of information obtained;
(b) offers the Visitors the option to be excluded from the collection and use of such information;
(c) provides for the obtaining of all consents of Visitors to which personal data refers that may be required by the Data Protection Laws.
The Privacy Notice shall, as a minimum, provides for the sending of “cookies” and/or information on the procedures for the collection of information by LeadBi on the basis of the instructions of LeadBi itself given to the User.
6.2.5 LeadBI undertakes to ensure that any personal data relating to individuals who have registered and/or have benefited from the Services on the User Sites are at any time made available to the User, subject to the rules governing the processing of personal data.
6.2.6 The User expressly acknowledges and expressly agree that the Services of LeadBI entail the processing of personal data of which the User is the data controller. Therefore, the User grants to appoint LeadBI as data processor, with the letter of appointment presented within the Subscription.
All campaign and lists data referring to the delivery stats are kept for a period of 9 months. After this time they will be deleted by default. In case the data is still availableafter 9 months, LeadBI may delete them at any time. All data will no longer be recoverable.
7. TRANSFER
The User may not transfer, in whole or in part, these GENERAL TERMS to third parties. LeadBI may at any time, in whole or in part, transfer these GENERAL TERMS to third parties.
8. DURATION AND SURVIVAL OF CLAUSES
8.1 These GENERAL TERMS shall be effective from the Effective Date, shall remain in force for a period of 1 (one) year from that date and shall be automatically renewed for successive periods of one year, unless a Party communicates to the other Party by means of a registered letter his/her intention to not renew the GENERAL TERMS at least 30 (thirty) days before the expiration of each renewal. The User expressly acknowledges and agrees that the duration of these GENERAL TERMS may not coincide with the duration of the Subscription.
8.2 The following GENERAL TERMS will remain valid and effective even after the conclusion of these GENERAL TERMS: Art. 4 (User Statements and Guarantees); Art. 5 (Responsibility – Limitation of Liability of LeadBi); Art. 11 (Applicable Law and Jurisdiction); Art. 13 (General Clauses).
9. WITHDRAWAL
9.1 Each Party may withdraw from these GENERAL TERMS at any time, by simple written communication to the other Party upon notice of at least 15 (fifteen) days. It is understood that, even in the case of withdrawal, LeadBI reserves the right to cancel or suspend the User’s account.
9.2 If LeadBi withdraw from the Contract, pursuant to previous Article 9.1, LeadBI will refund a pro rata portion of the Subscription paid by the User or will reimburse the User for unused period.
10. TERMINATION
10.1 LeadBI may terminate the GENERAL TERMS immediately upon written notice to the User in the event that the User violates one or more of the following provisions of the GENERAL TERMS: Article 3, 4, 5, 6; provided, however, that if such breach is capable of cure, User will have thirty (30) days (or such additional cure period, if any, as LeadBi may so authorize in writing) from the date of such notice to cure such breach (during which time such User’s use of the Service may be (but is not obligated to be) suspended). In any case, LeadBI’s right to compensation for damage remains.
10.2 In the event of Unilateral Amendments to these GENERAL TERMS (as defined below in the following Article 12) the User may terminate the Contract within thirty (30) days after receiving notice of the Unilateral Amendment in the event that User reasonably believes that, after using Reasonable Endeavours, it will not be able to comply with the terms and conditions of the Contract as amended by such Unilateral Amendment.
11. APPLICABLE LAW AND JURISDICTION
11.1 These GENERAL TERMS are fully governed by Italian law.
11.2 Subject to the provisions of the relevant jurisdiction, any dispute arising between the Parties in relation to the validity, interpretation, execution and termination of these GENERAL TERMS and/or in any way connected to these GENERAL TERMS shall be the exclusive jurisdiction of the Court of Milan, with the exclusion of any other court, even shared or alternate.
12. CHANGES
Notwithstanding anything to the contrary in this Contract, but subject to User’s right under Article 10.2, LeadBI reserves the right to update or modify these GENERAL TERMS at any time in the event that such updates or modifications are necessary to adapt the Service to law or settlement regulations that have occurred, in order to implement security measures deemed necessary to optimise the provision of Services or to improve the features of the Services (hereinafter, “Unilateral Amendments”). LeadBI will notify you of Unilateral Amendments that have occurred directly to the Platform. Unilateral Amendments will be automatically valid and effective from the 10th day after the date of publication on the Platform and will be deemed accepted by the User. The User acknowledges and agrees that it will be his/her responsibility to periodically check the Platform page that reports the GENERAL TERMS to check for any updates.
13. GENERAL CLAUSES
13.1 Any tolerance by LeadBI towards the behaviour of the User in breach of any provision of the GENERAL TERMS does not constitute waiver of the rights arising from the violated provision or the right to demand correct compliance of all the provisions of said GENERAL TERMS.
13.2 Failure to exercise or delay of a right entitled to LeadBI under the GENERAL TERMS does not entail waiver to the aforementioned.
13.3 The GENERAL TERMS contain the overall agreement reached by the Parties with respect to the object of the aforementioned and prevail over all previous communications, declarations, as well as understandings and agreements, both oral and written, reached by the Parties.
13.4 If any other term or provision of these GENERAL TERMS has been declared null, void or unenforceable, all other terms and conditions of these GENERAL TERMS will remain valid and effective. In the event of a cancellation or nullity of any term or provision as invalid, contrary to mandatory or unenforceable laws, the Parties undertake to negotiate in good faith to amend these GENERAL TERMS in such a way as to establish, in the best way possible, the parties’ original intent in order to fulfil the commitments thereunder.
13.5 LeadBI and the User act in full autonomy and independence. These GENERAL TERMS do not give rise to any collaborative relationship, agency, association, brokering or subordinated work.
13.6 Any communication from one Party to the other with respect to these GENERAL TERMS shall be sent either by registered mail or by e-mail (provided with the option of notification of receipt) to the following addresses:
