Lead Supply Agreement
This Agreement governs the provision of business lead generation services by 7point7 Ltd.
By entering into this Agreement, the Client confirms and agrees that:
1. Nature of Service
The Supplier provides access to business leads only. No sales, appointments, or revenue outcomes are guaranteed.
2. Definition of a Lead
A Lead is a genuine business or decision-maker meeting agreed criteria and showing a relevant commercial signal. A Lead does not guarantee engagement or conversion.
3. No Reliance
The Client confirms it has not relied on any statement, representation, or promise outside this Agreement.
4. Validation Period
The Client has 72 hours from delivery to dispute a lead. After this period, all leads are deemed accepted.
5. Refunds & Replacements
Payments are for access to leads, not results. Refunds are not provided. Replacement may occur only for demonstrably invalid leads and at the Supplier's discretion.
6. Liability Limitation
The Supplier's total liability is strictly limited to the amount paid for the affected batch of leads.
7. Governing Law
This Agreement is governed by the laws of England and Wales.
1.1 The Supplier provides exclusive business to business leads within the agreed niche, industry and geographical area.
1.2 Each lead includes:
1.3 The Supplier identifies opportunities through independent research. No enquiries or quotation requests are submitted on behalf of the Client.
2.1 The Parties will define the niche, industry and geographical area in writing before delivery begins.
2.2 Exclusivity applies only to the documented definition.
2.3 The Supplier may grant, renew, extend or withdraw exclusivity at its sole discretion.
3.1 A lead is defined as a business contact that fits the agreed criteria and shows a genuine indicator of need or interest.
3.2 Labels such as hot, intent or pipeline are descriptive only and do not represent guarantees.
3.3 A lead is considered usable where at least one provided contact route is active. A lead is invalid only if all provided contact routes are unusable.
4.1 The first batch constitutes a test batch enabling the Client to assess suitability and accuracy.
4.2 Leads may be delivered individually, in small groups or in larger batches depending on availability.
4.3 The Client must notify the Supplier within seven days whether it wishes to continue or release the niche.
4.4 If no decision is provided within seven days, the niche is considered released and may be reassigned.
5.1 Leads may be delivered by email or through a secure Google Drive folder.
5.2 Delivery is complete once the email is sent or the file uploaded.
5.3 The Client is responsible for accessing emails and maintaining access to Google Drive.
5.4 Email logs or screenshots provided by the Supplier constitute proof of delivery.
5.5 The Supplier retains proof of delivery for ninety days. After this period the Supplier has no obligation to retain or produce delivery records.
6.1 Delivery timeframes are estimates only and depend on real world availability.
6.2 Time is not of the essence in respect of delivery.
6.3 Delays caused by market conditions or research requirements do not constitute breach.
6.4 If the Client delays providing required information, delivery timeframes will be extended.
7.1 Exclusivity applies only to the agreed niche, industry and geographical area.
7.2 Only one client will receive leads in that defined space.
7.3 Exclusivity is active only while the Client maintains required payments.
7.4 Exclusivity automatically expires if no additional leads are purchased within thirty days.
7.5 The Supplier may withdraw exclusivity if the Client: (a) fails to make required payments, (b) breaches this Agreement, (c) engages in fraudulent or abusive conduct, (d) fails to cooperate with reasonable qualification requests, or (e) fails to respond to communications within fourteen days.
8.1 To retain exclusivity, the Client must meet the minimum purchase requirements agreed for its niche.
8.2 If no minimum is documented, exclusivity expires after thirty days of inactivity.
9.1 Prospects may be engaged with other suppliers, which is typical for business to business markets.
9.2 The Supplier does not guarantee responses, meetings, quotations or commercial outcomes.
10.1 The Supplier guarantees that leads are accurate and relevant at the time of delivery.
10.2 A replacement will be provided only where a lead is:
10.3 The Client must provide objective, written and independently verifiable proof for any replacement request.
10.4 Replacement requests must be submitted within seven days of delivery.
10.5 Replacement requests must be reasonable in volume and proportionate to the number of leads delivered. The Supplier may reject excessive or abusive requests.
10.6 Replacement is the sole remedy. No refunds are permitted except in cases of proven fraud.
10.7 Replacements are not provided for:
11.1 If the Client proves that a lead was already an active opportunity before delivery, a replacement will be issued.
12.1 All research methods, tools and systems are the Supplier's confidential intellectual property.
12.2 The Supplier may update, modify or change its research processes at its sole discretion and without notice.
12.3 The Supplier is not required to disclose sources or methodology.
12.4 The Client must not attempt to reverse engineer any research process.
13.1 All fees must be paid upfront and in full before delivery.
13.2 Delivery will not begin until payment has cleared.
13.3 Exclusivity activates only after receipt of payment.
13.4 All payments are non refundable. The Parties acknowledge that this is a business to business transaction and consumer protection rules do not apply.
13.5 If payment is late:
13.6 The Client may not withhold, deduct or set off payments for any reason.
13.7 The Supplier may use subcontractors in the delivery of leads.
13.8 The Supplier is not responsible for email deliverability, sender reputation, CRM restrictions, domain issues or any technical limitations impacting contact success.
14.1 Leads are for the Client's internal business use only.
14.2 Leads may not be resold, transferred, shared or reused for affiliates or related companies without written consent.
15.1 The Supplier obtains lead data lawfully from publicly available or authorised sources.
15.2 The Client is the data controller and assumes full responsibility for GDPR compliance.
15.3 This includes lawful basis for communication, compliant sending, opt out handling, rights handling, processing and storage.
15.4 The Supplier is not responsible for how the Client uses personal data after delivery.
16.1 The Client must not bypass the Supplier to avoid purchasing further leads or paying fees.
16.2 This includes using supplied information to create internal systems intended to replace the Supplier's services.
17.1 The Client must follow up leads promptly and professionally. Failure to do so cannot be used as grounds for any claim, complaint or replacement request.
17.2 The Supplier is not responsible for the skill, conduct or performance of the Client's staff or representatives.
18.1 The Supplier may suspend or terminate delivery at its discretion where the Client acts unreasonably, abuses the replacement process or breaches any term of this Agreement.
19.1 The Client indemnifies and holds harmless the Supplier against all claims, losses or damages arising from the Client's use of the leads.
20.1 The Supplier provides leads without any warranty of commercial outcome, suitability or fitness for purpose.
21.1 The Supplier is not liable for delays caused by events outside its control.
22.1 Nothing in this Agreement creates a partnership, joint venture or employment relationship.
22.2 The Supplier does not act as agent for the Client and has no authority to make commitments on the Client's behalf.
23.1 Notices must be delivered by email or to the registered business addresses of the Parties.
24.1 If any clause is found invalid, the remaining clauses continue in full force.
25.1 The provisions relating to confidentiality, GDPR, exclusivity, non circumvention, indemnity, limitation of liability, payment obligations and non disparagement survive termination.
26.1 The Client confirms it has not relied on any statement or representation not expressly set out in this Agreement.
27.1 This Agreement binds the Parties and their permitted successors and assigns.
27.2 The Supplier may assign or transfer its rights and obligations under this Agreement at its discretion.
28.1 Each Party must keep confidential all commercial information exchanged under this Agreement.
28.2 Disclosure may occur only where required by law or with written consent.
29.1 The Client must not make or publish any statement that harms or may harm the Supplier's reputation or commercial interests.
30.1 The Supplier's total liability arising under or in connection with this Agreement is limited to the total amount paid by the Client in the twelve months preceding the claim.
30.2 Nothing limits liability for fraud or matters that cannot be limited by law.
31.1 The Supplier is not liable for any indirect, special or consequential losses including loss of profit, revenue, opportunity or goodwill.
32.1 Any claim by the Client must be brought within twelve months of the event giving rise to the claim. After this period all claims are barred.
33.1 No variation of this Agreement is valid unless it is in writing and signed by both Parties.
34.1 If the Supplier successfully defends any claim, the Client will reimburse the Supplier for all legal costs incurred.
35.1 The Client may not bring any claim as part of a class, group or representative action.
36.1 The Client confirms it has had the opportunity to obtain independent legal advice before signing this Agreement.
37.1 The Client must maintain accurate CRM records of all contact attempts, actions and outcomes relating to each lead.
38.1 This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions.
39.1 This Agreement is governed by the laws of England and Wales.
39.2 All disputes will be resolved exclusively in the courts of England and Wales.
40.1 The Client confirms that the individual signing this Agreement has full authority to bind the Client to all terms contained within it.
40.2 If the individual signing lacks such authority, the Client remains fully bound and is in breach for permitting an unauthorised person to execute it.
40.3 The Supplier is entitled to rely on the signature as valid and binding without further enquiry.
Client
Name: _______________________________________
Position: ____________________________________
Date: _______________________________________
Signature: ___________________________________
Supplier
7point7 Ltd
Authorised Signatory: __________________________
Date: _______________________________________