Client Terms & Service Agreement

Business Name: Imanlogic Digital Ltd Trading as Imanlogic
Address: Augusta Road East, Moseley, Birmingham
Email: leads@imanlogic.com


IMANLOGIC SERVICE AGREEMENT

Definitions:

  • Client, you, yours: Refers to the party receiving the Services.

  • Imanlogic, we, us, our: Refers to Imanlogic Digital Ltd Trading as Imanlogic.

Contact Details:
Imanlogic Digital Ltd Trading as Imanlogic
Augusta Road East, Moseley, Birmingham
Email: leads@imanlogic.com

Start Date: The date this Service Agreement is signed by the Client.
Project Period: Outlined in the relevant Invoice.
Services: Imanlogic will provide the Client with the services outlined in the relevant Invoice.
Fees: Total Fees: GBP [Insert Amount]. Due dates for Fees are set out in the proposal and relevant invoices.
Cancellation Fee: Invoice Value.
Payment Method: Outlined in Invoices.
Direct Debit Request: Outlined in Invoices.
Special Conditions: Outlined in Invoices.

This Agreement and the attached Client Terms commence on the Start Date and continue for the Project Period, plus any additional period agreed in writing. By signing below, both parties agree to be bound by these terms.

Important Notice:
While our Services are designed to maximize your business growth potential, Imanlogic does not guarantee specific outcomes such as acquiring new clients or meeting specific requirements (subject to Clause 4). Imanlogic is not a financial adviser, lawyer, or taxation agent; our Services are not a substitute for professional advice and should not be relied upon as such.

Individual terms and conditions are detailed in your service agreement and proposal via DropboxSign.


CLIENT TERMS

These Client Terms, together with any Imanlogic Service Agreement, form the agreement (this ‘Agreement’) under which Imanlogic Digital Ltd Trading as Imanlogic (‘Imanlogic’) provides Services to you or the company you represent (the ‘Client’).

1. SERVICE AGREEMENT & APPLICATION

1.1 These Client Terms apply to all dealings with Imanlogic and are incorporated into all agreements or orders where Imanlogic provides services (each a ‘Service Agreement’).
1.2 The Client accepts this Agreement upon signing a Service Agreement, ordering Services, or paying for Services after receiving these terms.
1.3 In case of inconsistency, these Client Terms prevail over the Service Agreement, except where ‘Special Conditions’ in the Service Agreement are specified to override these Terms.

2. SERVICES

2.1 General: In consideration for the Fees, Imanlogic will provide the Services outlined in the Service Agreement.
2.2 Imanlogic will provide the Services during the agreed Work Times. For additional hours, written agreement is required.
2.3 Imanlogic reserves the right to withhold Services or delay commencement until Fees or deposits are paid in full, including for previous invoices.

Client Obligations for Services:

  • The Client must attend an initial 1-on-1 call to discuss the project roadmap.

  • Imanlogic will be available for a phone call every two weeks to answer questions regarding the Services.

  • Materials provided as part of Client Acquisition Coaching will be available perpetually; the Client must contact Imanlogic to request new copies if lost (we will endeavor to provide them within 14 days).

3. DISCLAIMERS – NO LEGAL OR FINANCIAL ADVICE

All information provided is general and based on data you provide. It is not intended as legal or financial advice. You accept the risk that the information may not meet your specific business needs if you do not seek appropriate professional advice.

4. GUARANTEE

4.1 Imanlogic guarantees the delivery of the amount of leads outlined in your invoice within 90 days of the invoice date (the ‘Guarantee’).
4.2 Eligibility for Guarantee:

  • Attend every required service meeting/call.

  • Implement and act upon all recommendations provided (e.g., returning documents, following up with leads).

  • Promptly notify Imanlogic of any issues or questions.

  • Maintain records of actions taken (Calls Booked, Leads Called, etc.).

  • The Guarantee is void if the project period is shortened, delayed, or canceled by the Client.

  • Invalid lead returns must be submitted via our online returns form within 48 hours of delivery, including reasons and proof of contact attempts.

5. CLIENT OBLIGATIONS

5.1 Information & Liaison: The Client must provide all documentation, information, and assistance reasonably required for Imanlogic to perform the Services.
5.2 Compliance: The Client warrants that they will not breach any applicable laws, cause Imanlogic to breach any law, or infringe on any third-party rights during the project.

6. CLIENT MATERIALS

6.1 The Client warrants that all information provided (including financial records) is complete, accurate, and up-to-date.
6.2 The Client releases Imanlogic from liability for any loss or damage arising from incomplete, inaccurate, or outdated Client Materials.

7. PAYMENT

7.1 Fees: Must be paid in the amounts and at the times specified in the Service Agreement.
7.2 Time for Payment: Unless otherwise agreed, invoices are due as specified; otherwise, payment is due within 3 days of receiving an invoice.
7.3 Method: Payment must be made using the method specified in the Service Agreement.
7.4 Online Partners: We use third-party payment providers (e.g., Stripe, simpleinvoices.io). Processing is subject to their terms; we are not liable for their security or performance.
7.5 Late Payment: If payment is late, Imanlogic may:

  • Cease Services immediately.

  • Refer the matter to a collection agency.

  • Charge interest at 20% per annum on the outstanding amount.

  • Recover any costs incurred in collecting the debt.
    7.6 Card Surcharges: Imanlogic reserves the right to apply credit card surcharges.
    7.7 Refund Policy:

  • Consultancy Projects: Refunds may be granted at our discretion, minus costs incurred (Ad spend, Subcontractor Costs, Time Costs, Software).

  • Pay Per Lead, Hybrid, or Commission Campaigns: No refunds are given; the minimum order volume and cancellation fee apply.

8. CHANGES

Changes requested by the Client that are outside the scope of the Service Agreement will incur additional fees. Imanlogic may extend delivery schedules as required for such Changes.

9. ACCREDITATIONS

All deliverables must bear accreditation/copyright notices for Imanlogic if requested. Imanlogic retains the right to use deliverables in its portfolios and websites for promotional purposes.

10. THIRD PARTY GOODS AND SERVICES

Services requiring third-party goods may be subject to the third party’s terms (including ‘no refund’ policies). Imanlogic is not liable for any loss related to Third Party Terms.

11. CONFIDENTIALITY

Each party must not disclose the other’s confidential information without prior written consent, except where required by law or disclosed to subcontractors/employees for the purpose of the Services.

12. INTELLECTUAL PROPERTY

12.1 Client Content: The Client grants Imanlogic a non-exclusive, royalty-free, irrevocable license to use Client Content as required to perform the Services. The Client indemnifies Imanlogic against any claims of infringement arising from use of the Client Content.
12.2 Developed IP: All Intellectual Property created during the provision of Services (Developed IP) is solely owned by Imanlogic. Imanlogic grants the Client a non-exclusive, revocable license to use Developed IP for the Services.
12.3 Consultant IP: The Client is granted a non-exclusive, revocable license to use Imanlogic’s pre-existing IP solely for the purpose of using the Services.
12.4 Definitions: Key terms (Client Content, Imanlogic IP, Developed IP, Intellectual Property Rights, Material) are defined and govern the use of intellectual property in this Agreement.

13. WARRANTIES & 14. LIABILITY

13. Warranty: This Agreement is governed by the laws of the United Kingdom.
14. Liability:

  • Limitation: To the maximum extent permitted, Imanlogic’s total liability is limited to the total Fees paid by the Client in the 6 months preceding the first event giving rise to liability.

  • Indemnity: The Client indemnifies Imanlogic against loss or liability arising from the Client’s breach of this Agreement or negligent/criminal acts.

  • Consequential Loss: Imanlogic is not liable for consequential loss (e.g., loss of profits, data, or business opportunity) except where prohibited by applicable law.

15. SUBCONTRACTING

Imanlogic may subcontract any part of the Services with the Client’s consent.

16. TERMINATION

16.1 By Imanlogic: We may terminate immediately if the Client breaches the Agreement or becomes insolvent.
16.2 By Client: The Client may terminate if Imanlogic commits a material breach and fails to remedy it within 30 days, or by mutual consent (subject to payment conditions).
16.3 Effect of Termination: Upon termination, the Client must promptly pay the Cancellation Fee, third-party costs, and standard fees for work already performed.
16.4 Survival: Clauses regarding Intellectual Property, Liability, and Dispute Resolution survive termination.

17. DISPUTE RESOLUTION

Any dispute arising under this Agreement must first be notified in writing. The parties must use best efforts to resolve it in good faith within 14 days. Legal proceedings may only commence after this period.

18. NOTICES

All notices must be in writing and delivered via email to the addresses specified in this Agreement. A notice is deemed given 24 hours after sending (unless on a weekend/public holiday, then the next business day) or when replied to.

19. GENERAL

19.1 Governing Law: The laws of England, United Kingdom, govern this Agreement.
19.2 Business Days: If an act falls on a non-Business Day, it must be done on the following Business Day.
19.3 Amendments: Must be in writing and signed by both parties.
19.4 Waiver: A waiver is only valid if in writing and signed.
19.5 Severance: If any term is void or unenforceable, it is severed, and the rest of the Agreement remains valid.
19.6 Joint Liability: Obligations binding multiple persons bind them jointly and severally.
19.7 Assignment: Neither party may assign this Agreement without prior written consent.
19.8 Counterparts: This Agreement may be executed in multiple counterparts.
19.9 Costs: Each party pays its own costs related to this Agreement.
19.10 Entire Agreement: This document is the entire agreement between the parties.
19.11 Interpretation: The final section provides standard definitions and rules of interpretation (e.g., singular/plural, definitions of ‘Lead’, ‘Qualified’, ‘Verified’, ‘Uncontactable’, ‘Speak to’).