Replace all square-bracketed business details. These core terms are drafted for business clients; the signed order form, scope, service levels and data-processing terms must match the service actually sold.
1. About these terms and the agreement
These Terms of Service govern the supply of WOWLeads services by [INSERT LEGAL BUSINESS NAME], trading as WOWLeads Marketing (“we”, “us” or “our”), at [INSERT POSTAL ADDRESS], to the business identified in an order form (“Client”, “you” or “your”).
The agreement consists of, in descending order of priority: (a) a signed or electronically accepted order form; (b) any service-specific schedule, statement of work or data-processing addendum; (c) these Terms; (d) the Payments, Cancellations and Refunds Policy; and (e) other documents expressly incorporated by reference. A document overrides another only to the extent of a conflict.
By accepting an order, paying an invoice or using a service after being given these terms, you confirm that you have authority to bind the Client. These terms are intended primarily for business-to-business transactions. If you contract as a consumer, mandatory consumer rights prevail and provisions that lawfully apply only to businesses will not apply to you.
2. Key definitions
A person the Client permits to access or administer the service.
Data, content and instructions supplied by or for the Client, including lead and customer information.
Pages, configurations, workflows, templates or other work expressly identified in the order form.
The setup, subscription, support or consultancy described in the order form.
A platform, communications carrier, payment processor, calendar, advertising network, domain or other service not owned by us.
3. What we provide
We will provide the Services with reasonable care and skill and substantially in accordance with the agreed scope. Dates are estimates unless the order form expressly states that a deadline is fixed. Implementation depends on timely Client access, decisions, content and approvals.
The Services may include landing pages, enquiry capture, messaging, qualification, routing, reminders, reporting, integrations, configuration and advisory work. Exact features, channels, usage allowances, support level and deliverables are only those written in the order form.
Changes and dependencies
A scope change, additional integration, migration, custom content, accelerated deadline or work outside the stated assumptions may require a written change order, revised fee or revised timetable. We may make non-material service changes for security, compliance, compatibility or improvement. We will give reasonable notice of a material reduction in core functionality where practicable.
Third-Party Services can change, throttle, reject or discontinue functions. We are responsible for our reasonable integration work, but not for an external provider's outage, policy, deliverability, data, pricing or decision. We may propose a workaround or replacement; additional work will be agreed where outside scope.
Support and availability
Support routes are set out on the contact page. Any target response or availability figure applies only if written in the order form. It is a target, not a guaranteed resolution time, unless expressly described as a service level with a remedy. Planned maintenance, emergency maintenance, external-network failure and force-majeure events may affect availability.
4. Client responsibilities
The Client must:
- provide accurate information, decisions, approvals, branding, service areas, working hours, prices or estimates, and access reasonably needed for delivery;
- appoint a contact with authority to approve scope and content;
- review and test workflows, messages, forms, routing, calendars and escalation paths before launch and after material changes;
- keep credentials and devices secure, use individual accounts where available, and promptly remove former users;
- maintain adequate staffing, service capacity and a working process for human handover, complaints and urgent matters;
- ensure its services, claims, promotions, licences and customer communications comply with law and applicable professional rules;
- obtain all permissions needed for Client Data, domains, telephone numbers, content and integrations; and
- notify us promptly of errors, unauthorised access, legal objections or changed requirements.
We are not responsible for delay or failure caused by missing, inaccurate or late Client input. We may rely on instructions from the designated contact or an Authorised User unless we know they lack authority.
Emergency and safety matters. WOWLeads is an enquiry-management service, not an emergency dispatch, diagnostic or safety service. The Client must provide appropriate emergency wording and ensure a qualified person makes safety-critical, technical, pricing and acceptance decisions.
5. Automated and assisted functions
Rules and assisted technologies may draft, summarise, classify, route or send content according to configuration. Outputs may be incomplete, inaccurate or inappropriate. The Client is responsible for reviewing the intended use, supplying accurate rules, monitoring performance and placing human review before material commitments or high-impact decisions.
The Client must not configure the service to impersonate a person, conceal legally required information, make solely automated decisions with legal or similarly significant effects without a lawful process, or provide regulated professional advice. We may disable a workflow that presents a credible risk of harm, illegality, deception or platform abuse.
6. Data protection and confidentiality
Each party will comply with applicable data-protection and electronic-communications law. For personal data we process on the Client's behalf, the Client is normally controller and we are processor. The parties will enter into or incorporate suitable processor terms covering instructions, confidentiality, security, sub-processors, assistance, breach notification, transfers, audits and deletion/return.
The Client is responsible for its privacy information, lawful bases, marketing permissions, preference screening, data accuracy, retention instructions, rights handling and lawful content. We will process Client Data only to provide, secure and support the Services, comply with documented lawful instructions and meet legal obligations.
Each party must protect the other's non-public commercial, technical and customer information, use it only for the agreement, and disclose it only to personnel, advisers and providers who need it and owe confidentiality duties. This does not cover information lawfully public, already known without restriction, independently developed, or lawfully received from another source. A legally compelled disclosure may be made, with notice where permitted.
Our Privacy Policy explains our controller activities. After termination, Client Data is handled under the agreed export, return and deletion process, subject to law, backups and unresolved disputes.
7. Fees, taxes, term and renewal
The Client will pay the fees, usage charges, third-party costs and taxes stated in the order form. Unless stated otherwise, fees are in pounds sterling, exclude VAT, and recurring subscription fees are billed in advance. Setup, usage, advertising and pass-through costs may be billed separately.
The initial term and renewal period appear in the order form. If it states that the service renews automatically, it renews for the stated period unless cancelled by the stated notice deadline. If no initial term is stated, the default is monthly after setup, cancellable before the next renewal. Full rules, including failed payments, cancellation and refund cases, are in the Payments, Cancellations and Refunds Policy.
We may suspend affected Services after reasonable notice for overdue undisputed charges, material security risk, unlawful use or a material breach. Where urgent action is necessary, notice may follow. Suspension does not remove payment obligations already accrued.
8. Acceptable use
The Client and its users must not use the Services to:
- break law, infringe rights, mislead, harass, discriminate, defame or facilitate fraud;
- send spam or marketing without the required identity, permission, screening and opt-out process;
- upload malware, probe security, evade limits or interfere with another service or user;
- collect unnecessary sensitive data, children's data or payment-card data through unsuitable fields;
- scrape, resell, sublicense or provide unauthorised access to the Services;
- reverse engineer or copy protected elements except where law cannot exclude that right;
- publish false reviews, manipulate ratings or suppress genuine criticism unlawfully; or
- use outputs as a substitute for qualified human judgement in emergency, medical, legal, financial or safety-critical contexts.
We may investigate suspected misuse, preserve relevant evidence and restrict the affected feature or account proportionately. We will restore access when the issue is resolved where reasonably possible.
9. Intellectual property
Each party retains ownership of material it owned before the agreement. The Client owns its trademarks, original content and Client Data. It grants us a limited licence to host, reproduce, adapt and transmit those materials only as necessary to provide the Services.
We retain ownership of our pre-existing and reusable methods, know-how, software, templates, systems, design components and general improvements (“Background Materials”). On full payment, the Client receives a non-exclusive, non-transferable licence to use Background Materials embedded in Deliverables for its internal business and agreed customer-facing use during the applicable service term, unless the order form grants different rights.
Ownership or licence of bespoke Deliverables is specified in the order form. Third-party materials remain subject to their own licences. The Client must not remove notices or use another party's content without permission. Suggestions and feedback may be used to improve our services without identifying the Client or disclosing confidential information.
10. Warranties and commercial outcomes
Each party warrants it has authority to enter the agreement. We warrant reasonable care and skill. If a Service materially fails that standard and the Client reports it promptly with enough information, we will use reasonable efforts to correct or re-perform the affected part. This is subject to the liability terms and any mandatory rights.
We do not guarantee a number of leads, bookings, rankings, reviews, revenue, return on investment, message delivery, inbox placement or uninterrupted availability. Results depend on factors outside our control, including the Client's offer, reputation, pricing, capacity, response, geography, market demand, advertising, data quality and third-party systems.
Except as expressly stated and to the fullest extent permitted by law, implied conditions and warranties are excluded. We do not warrant that every output, integration or customer response will be error-free; reasonable monitoring and human judgement remain necessary.
11. Liability
Nothing in the agreement excludes or limits liability where the law does not allow it, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or the Client's obligation to pay valid charges.
Subject to that, neither party is liable for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or indirect or consequential loss. We are not liable for losses caused by Client Data, Client instructions, an unauthorised user, failure to follow documentation, a Third-Party Service, or use outside the agreed scope, except to the extent caused by our breach.
Our total aggregate liability arising from an event or connected series of events is limited to the fees paid or payable for the affected Services during the 12 months immediately before the event. If the affected Service has run for less than 12 months, the cap is the fees paid or payable for that shorter period. Any separate cap expressly stated in the order form takes precedence.
The Client will reimburse us for third-party claims and reasonable direct costs arising from Client Data, unlawful Client instructions, the Client's services or the Client's breach of acceptable-use, intellectual-property, privacy or marketing obligations, except to the extent we caused the claim. The party seeking protection must notify the other promptly, allow reasonable control of the defence and cooperate.
12. Suspension and termination
Either party may terminate an ongoing monthly service in line with the cancellation notice in the order form or Payment Policy. A fixed term cannot be ended early for convenience unless the order form permits it; outstanding committed charges remain payable.
Either party may terminate for a material breach not remedied within 14 days after written notice, or immediately if the breach cannot be remedied. Either may terminate if the other enters a relevant insolvency process, subject to applicable law. We may terminate or suspend immediately for serious unlawful use, security harm, threats, fraud or repeated platform-policy violations.
On termination: accrued rights and charges remain; access ends on the effective date; each party returns or deletes confidential material as agreed; and provisions intended to survive continue, including payment, confidentiality, intellectual property, liability, dispute and data offboarding. The Client should export permitted data before access ends. Reasonable transition work outside scope may be charged.
13. General terms
Notices
Operational notices may be sent to account contacts. Formal legal, breach, non-renewal or termination notices must be sent to the addresses in the order form and are treated as received when personally delivered, on recorded delivery, or on the next business day after a confirmed email that does not bounce, unless law requires another method.
Assignment and subcontracting
The Client may not assign the agreement without our written consent, not to be unreasonably withheld. We may assign it as part of a genuine business reorganisation or sale, with notice. We may use subcontractors while remaining responsible for our contractual obligations.
Force majeure
Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. The affected party will notify the other, mitigate where reasonable and resume performance. If material disruption continues for 30 days, either may terminate the affected future Services on notice.
Entire agreement and other provisions
The agreement is the entire agreement about its subject and replaces earlier statements, without excluding liability for fraud. A failure to enforce is not a waiver. If a provision is invalid, the remainder continues and the invalid provision is adjusted only as needed. No third party has rights under the Contracts (Rights of Third Parties) Act 1999. The parties are independent contractors; neither creates an agency, partnership or employment relationship.
Disputes and governing law
Before court proceedings, each party will try in good faith to resolve a dispute through operational contacts and then senior representatives. Nothing prevents urgent injunctive relief or debt recovery. The agreement and non-contractual disputes are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to mandatory consumer jurisdiction where applicable.