Terms & Conditions

1. Scope of Services

AB2B agrees to provide to Client lead generation services (“Services”) as described in and subject to the supplemental terms specified in the SOW.

2. Payment Terms

Client hereby engages AB2B to render the Services and agrees to pay AB2B the fees due within 30 days of invoice, unless otherwise specified in the SOW.

3. Termination

This Agreement can be terminated by either party by giving 30 days written notice.

4. Limitation of Liability

AB2B agrees to perform the Services outlined in the SOW solely as an independent contractor and the Agreement does not create any actual or apparent agency, partnership, joint venture, or relationship of employer and employee between or among any parties for any purpose, including taxes or employee benefits. Neither Party shall be responsible for any failure or delay in performing its obligations (other than payment obligations) under the Agreement if such failure or delay arises from any cause or causes beyond its reasonable control.

If any SOW refers to a “guarantee” (or similar promise) as to number of leads, such language shall be deemed only to require AB2B to make commercially reasonable efforts to achieve the applicable agreed-upon threshold for such metric. Client’s sole remedy for AB2B’s failure to achieve any guarantee or to meet any marketing campaign conditions specified in any SOW due to circumstances within AB2B’s control, shall be, at AB2B’s option in its sole discretion, either (x) make-goods or any similar additional effort to correct the applicable shortfall at no additional cost to Client, or (y) reduction of the fees owed by Client (or, in the case of prepaid fees, a refund) in a pro rata amount reasonably determined by AB2B to reflect the applicable shortfall.

5. Confidentiality

Both parties shall keep in confidence and shall not (except with the prior written consent of the other party) disclose or make available to any third party any information relating to the other party’s products, services, clients, operations, processes, plans or intentions, product information, financial information, employees, know-how, design rights, trade secrets, market opportunities and business affairs (“confidential information”) disclosed by the other party.

Notwithstanding the foregoing, either party may disclose confidential information, without prior written approval of the disclosing party:

• as required by law, rules established by or requests made by any regulatory or self-regulatory organization, or
• to its professional advisers, including legal counsel and auditors.

AB2B’s obligation to protect confidential information shall survive until the termination of the engagement and shall be in perpetuity for all information, data, or data processes or data gathering processes pertaining to Client, and expires three years after the termination hereof for other matters.

AB2B staff shall under no circumstances download Client data without prior written agreement from Client. AB2B takes responsibility for keeping a record of these written agreements during the whole length of the engagement and three years after its termination.

AB2B and Client shall not be subject to the obligation of non-disclosure if:

• The same information as the confidential information is generally available to the public other than as a result of a breach of this Agreement; or
• The same information as the confidential information is already in the possession of AB2B or Client (as the case may be) without restriction and prior to any disclosure hereunder; or
• The same information as the confidential information is or has been lawfully disclosed to AB2B or Client (as the case may be) by a third party who is lawfully entitled to disclose the same; or
• The same information as the confidential information is or has been independently developed by AB2B or Client (as the case may be) and no confidential information disclosed hereunder has been used directly or indirectly; or
• The other party expressly consents in writing to such distribution or disclosure; or
• The same information as the confidential information is required by law to be disclosed.

AB2B agrees to maintain this Agreement as confidential.

6. Privacy

AB2B will comply with all applicable laws, including the CAN-SPAM Act, CASL, and GDPR data protection directives and regulations. For more information, see our Privacy Policy.