Prosper Terms + Conditions

Last updated: May 2020

1.             About us: SocialChaps Ltd (company number 11836176) (we and us) is a company registered inEngland and Wales and our registered office is at 20-22 Wenlock Road, London,England, N1 7GU.

2.             Our contract with you:These terms apply to the provisionof the Prosper lead generation and sales automation platform as described onour website at [INSERT URL](Services).They apply to the exclusion of any other terms and conditions which are impliedby law, or which could be implied based on our way of working together. These terms represent theentire agreement between you and us in relation to the provision of our Servicesand you acknowledge that you have not relied on any statement, promise orrepresentation or assurance or warranty that is not set out in the agreementbetween us. Theagreement between us as set out in these terms shall be referred to thisagreement.

3.             Our obligations: We will use ourreasonable endeavours to ensure that the Services are available 24 hours a day,seven days a week (excluding planned maintenance which we will use reasonableendeavours to notify you about in advance and emergency maintenance which isrequired to maintain the security and stability of the Services); but we do notwarrant or guarantee that the Services will be uninterrupted or error-free.

4.             Your obligations: It is your responsibility to ensure that: (a) youco-operate with us in all matters relating to the Services; (b) you have andmaintain a LinkedIn account or a current subscription for a LinkedIn SalesNavigator account and an active CRM system (preferably HubSpot) (Required Platforms); (d) you obtain andmaintain all necessary licences, permissions and consents which may be requiredfor the Services before the date on which the Services are to start; and (e)you comply with all applicable laws through your use of the Services.

5.             Charges: In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 5. The Charges are the pricesquoted on our website or otherwise agreed by us in writing at the time we agreeto provide the Services to you. Our Charges are exclusive of VAT. Where VAT is payable inrespect of some or all of the Services you must pay us such additional amountsin respect of VAT, at the applicable rate, at the same time as you pay theCharges.

6.             Invoicing and how to pay: We use Stripe Billing (a serviceprovided by Stripe Payments Europe Ltd and its affiliates) to manage invoicingand payments for our Services. Where you are provided with access to any portalto manage your payment methods and view your transaction history, you will berequired to comply with the Stripe Billing Portal Terms of Service. Payment for the Services is inadvance and for a [three]month rolling subscription term as agreed between us. Invoices will be issued toyou automatically when we take your initial payment and each time thereafter. You shall pay all amountsdue in full without any set-off, counterclaim, deduction or withholding (otherthan any deduction or withholding of tax as required by law).

7.             Late payment: If you fail to make any paymentby the due date, then, without limiting our remedies, you will have to payinterest on the overdue sum from the due date until payment of the overdue sum,whether before or after judgment. Interest will accrue each day at 4% a yearabove the Bank of England's base rate from time to time, but at 4% a year forany period when that base rate is below 0%.

8.             [Our money back guarantee: If you are unhappywith the results of our Services after the first month of your subscription,you may cancel your subscription at the end of the first month by giving uswritten notice and we will refund any amounts paid by you within 14 days. Ifyou do not provide such notice to us within 14 days from the end of the firstmonth, we will assume you are happy and your subscription will continue,subject to your termination rights as set out in clause 15 (Termination)below. If you request a refund under this clause and then subsequentlysubscribe within a period of 12 months from date on which the refund was made,you will not have the right to claim under this guarantee in respect of yourrenewed subscription.]

9.             Intellectualproperty rights: All intellectual property rights arising out of orin connection with the Services (other than intellectual property rights in anymaterials provided by you) will be owned by us or our licensors. We grant you a worldwide, non-exclusive, non-transferableright to access and use the Services for the purposes of generating leads andautomating sales campaigns for your own business. You grant us a fully paid-up,non-exclusive, royalty-free, non-transferable licence to copy and modify anymaterials provided by you to us for the purpose of providing the Services toyou.

10.           How we may use your personal information: We will use anypersonal information you provide to us to provide the Services, process your payment for the Services and maintain all necessary licences,permissions and consents which may be required for the Services before the dateon which the Services are to start.

11.           Confidentiality: We each undertake that we will not at any time during the term of ouragreement, and for a period of two years after its termination, disclose to anyperson any confidential information concerning one another's business, affairs,customers, clients, prospective clients, market opportunities, products,services or suppliers. However, we each may disclose the other's confidentialinformation: (a) to such of our respectiveemployees, officers, representatives, subcontractors or advisers who need toknow such information for the purposes of exercising our respective rights orcarrying out our respective obligations under our agreement (and will eachensure that such employees, officers, representatives, subcontractors oradvisers comply with this clause); and (b) as may be required by law, a courtof competent jurisdiction or any governmental or regulatory authority. Each ofus may only use the other's confidential information for the purpose offulfilling our respective obligations and exercising our respective rights underthis agreement.

12.           Data protection (GDPR):

12.1        To the extent thatyou disclose, or we are required to process, any personal data in the course ofproviding the Services which is subject to Regulation (EU) 2016/679 (theGeneral Data Protection Regulation) (GDPR) or any applicable data protection law in the United Kingdom or EuropeanEconomic Area (Data Protection Laws), you acknowledge that you shall be a controller and we shall be aprocessor in relation to such processing.

12.2        All data,including any personal data, generated by us in the course of providing theServices, shall belong to you.

12.3        In suchcircumstances, we shall:

(a)        only processpersonal data in line with your documented instructions;

(b)        promptly notifyyou if we’re required by any applicable law to process personal data otherwisethan in line with your instructions (unless applicable law prohibits us fromdoing so);

(c)        immediately notifyyou if, in our opinion, any instruction given by you infringes the DataProtection Laws;

(d)        ensure that anyonewith access to personal data is subject to binding confidentiality obligations;

(e)        considering thefactors set out in the Data Protection Laws, implement appropriate technicaland organisational measures to ensure an appropriate level of security whenprocessing personal data;

(f)         except for [partner], notengage any other processor without your prior written consent (which you mustnot unreasonably withhold);

(g)        where you have consented to us engaging another processor, ensure that our contract with thatprocessor contains terms substantially similar to, and not less onerous than,the terms set out in this clause and remain liable to you for the acts andomissions of such processors;

(h)       considering thenature of the processing, assist you by appropriate technical andorganisational measures, as far as possible, for the fulfilment of yourobligation to respond to requests by data subjects to exercise their rightsunder data protection law;

(i)         considering thenature of the processing and information available to us, assist you inensuring compliance with your obligations under data protection law;

(j)         at your choice,delete or return all personal data to you after we have ceased providing ourservices relating to the processing, and delete any existing copies (unlessapplicable law or our regulatory requirements prohibits us from doing so);

(k)        make available toyou all information necessary to demonstrate compliance with our obligations asa processor and, subject to agreement on scope and timing, allow for andcontribute to audits, including inspections, conducted by you or anotherauditor mandated by you; and

(l)         notify you withoutundue delay if we become aware of a personal data breach.

12.4        In this clause,the terms controller, processor, personal data, datasubject, process (or any similar term) and personal databreach have the meanings set out in the Data Protection Laws.

13.           Data protection (CCPA): To the extent that you disclose or we are requiredto process personal information subject to the California Consumer Privacy Act(Cal. Civ. Code § 1798.100 et seq.) (CCPA) in the course of providing theServices: (a) as a service provider we shall not retain, use, or disclose suchpersonal information for any purpose other than as set out in this agreement orotherwise permitted by the CCPA; (b) you shall not instruct us to disclose orotherwise process such personal information for any purpose other than as setout in this agreement or otherwise agreed in writing with us; (c) we shall notsell such personal information in our role as a service provider; and (d) weshall not release, disclose, disseminate, make available, transfer or otherwisecommunicate such personal information to any third party, except to our serviceproviders that are bound by terms substantially consistent with those set outin this clause. In this clause the terms personal information and serviceprovider shall have the meanings given inthe CCPA.

14.           Our liability to you:

14.1        Nothingin this agreement limits any liability which cannot legally be limited,including liability for: (a) deathor personal injury caused by negligence;(b) fraud or fraudulent misrepresentation; and(c) any other liability which cannot be excluded or limited by law.

14.2        Subject to clause 14.1, we will not be liable to you, whether incontract, tort (including negligence), for breach of statutory duty, orotherwise, arising under or in connection with this agreement for: (a) loss ofprofits;(b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipatedsavings;(e) loss of use or corruption of software, data or information;(f) loss of or damage to goodwill; and(g) any indirect or consequential loss.

14.3        Subject to clause 14.1, our total liability to you arising underor in connection with this agreement, whether in contract, tort (includingnegligence), breach of statutory duty, or otherwise, will be limited to 100% ofthe total Charges paid during the preceding month from the date on which breachgiving rise to any claim arose.

14.4        Youagree to indemnify and hold us harmless from any claim brought by a third partyin relation to our use of the Required Platforms in the course of providing theServices.

14.5        This clause 14 will survive termination of this agreement.

15.           Noaffiliation to LinkedIn™: We do nothave any relationship with and are not in any way affiliated to LinkedInCorporation. The Services do not represent an official feature or product whichis endorsed or made available by LinkedIn™. All LinkedIn™ logos and trademarksused and displayed on our website or as part of the Services are the propertyof LinkedIn. We do not accept responsibility for the policies and practices ofLinkedIn™. Use of the Services is at your own risk and we are not responsiblefor your personal account, the purposes which the Services are used for or youraccount being suspended or terminated by LinkedIn™ due to activities executedby you through the Services which do not comply with the policies and terms ofLinkedIn™.

16.           Termination: Without limiting any of our other rights, we may suspend the performanceof the Services, or terminate this agreement with immediate effect by givingwritten notice to you if: (a) you fail to pay any amount on the due date forpayment; (b) you take any step or action inconnection with you entering administration, provisional liquidation or anycomposition or arrangement with your creditors (other than in relation to asolvent restructuring), being wound up (whether voluntarily or by order of thecourt, unless for the purpose of a solvent restructuring), having a receiverappointed to any of your assets or ceasing to carry on business or, if the stepor action is taken in another jurisdiction, in connection with any analogousprocedure in the relevant jurisdiction; or (c) you suspend,threaten to suspend, cease or threaten to cease to carry on all or a substantialpart of your business. Termination of this agreement willnot affect your or our rights and remedies that have accrued as at termination. Any provision of this agreement that expressly or by implicationis intended to come into or continue in force on or after termination willremain in full force and effect.

17.           Communicationsbetween us: When we refer to written or inwriting in this agreement, this includes email and any other electronic methodused by us, such as WhatsApp.You can communicate with us via either of these channels at anytime, however any notice required to be given under or in connection with ouragreement must be made by email and such emails will be deemedto have been received at 9am the next working day (in England) aftertransmission. The provisions of this clause will not apply tothe service of any proceedings or other documents in any legal action.

18.           Assignment and transfer: Neither of us may assign or transfer our rights andobligations under the agreement between us to any other person entity without the other’s priorwritten consent (such consent not to be unreasonably withheld or delayed)

19.           Variation: No variation of this agreement willhave any effect unless made in writing and signed by you and us (or ourrespective authorised representatives).

20.           Waiver: If we do not insist that youperform any of your obligations under this agreement, or if we do not enforceour rights against you, or if we delay in doing so, that will not mean that wehave waived our rights against you or that you do not have to comply with thoseobligations. If we do waive any rights, we will only do so in writing, and thatwill not mean that we will automatically waive any right related to any laterdefault by you.

21.           Severance: Each paragraph of thisagreement operates separately. If any court or relevant authority decides thatany of them is unlawful or unenforceable, the remaining paragraphs will remainin full force and effect.

22.           Force Majeure:We shall not be liable for delay in performing, or failure to perform, any of ourobligations under this agreement if such delay or failure results from events,circumstances or causes beyond our reasonable control.

23.           Third party rights: This agreement is between youand us. No other person has any rights to enforce any of its terms.

24.           Governing law and jurisdiction: The agreement as set out inthese Terms is governed by English law and we each irrevocably agree to submitall disputes arising out of or in connection with this agreement to theexclusive jurisdiction of the English courts (except that we may recover anyamounts owed to us through the courts of any relevant jurisdiction).