FLIPit Service

  1. Under the terms of this agreement, FLIPit Marketing agrees to provide:
    1. FLIPit web lead to inbound call service (call cost included in the ‘FLIPit’ cost)
    2. (If purchased) Web Lead traffic direct to client website(s)
    3. Daily ‘non-connect’ data for client import to dialler
    4. Weekly and Monthly reports detailing the number of forms submitted, number of successful inbound connects, number of unsuccessful connects
    5. SMS messages to web form submit contacts based on the clients’ creative (Text cost included in the ‘FLIPit’ cost)
    6. Email messages to web form submit contacts based on the clients’ creative (Email cost included in the ‘FLIPit’ cost)
  2. FLIPit Marketing does not guarantee:
    1. The percentage of successful inbound connects
    2. Close rate percentage of successful connects
    3. A daily number of web leads (if purchased); web leads have a fortnightly or monthly total as agreed on the Order Confirmation Form
    4. The success of the client’ creative (for text and emails)
    5. We aim to provide the service on the agreed day. We will not be responsible for any delays out of our reasonable control.


  1. Payment Terms
    • All prices exclude VAT at the current rate
    • The costs we quote can be amended by a reasonable amount if:
      • Our costs rise
      • The client amends their instructions after work has commenced
      • The client requests expedited delivery
    • You agree to pay FLIPit Marketing the Licence Fees in immediately available funds, together with any other charges agreed or referred to in this Agreement on or before their due date for payment.
    • Payment of FLIPit Marketing’s invoices is in advance of the delivery of unless expressed otherwise in the Order Confirmation Form in accordance with either a Pro-Forma Invoice or Invoice. The Contract Fee and any other charges shall, unless otherwise stated in the Order Confirmation Form, be invoiced on receipt and acceptance by us of this Agreement signed by you. Other charges shall be invoiced as they are incurred.
    • All sums payable by you under this Agreement are stated exclusive of taxes, including VAT. Such taxes shall be payable by you in addition at the rate and in the manner prescribed by law.
    • Any sum payable to FLIPit Marketing shall be paid without regard to any equity, set-off or counterclaims. Without prejudice to its other rights and remedies, FLIPit Marketing shall be entitled to interest on over due sums at the rate of 5% above the base rate (varying) of FLIPit Marketing’s bankers for the time being, accruing daily from the date of issue to the actual date of payment (both dates inclusive), whether before or after judgment.
    • Notwithstanding any other provision of this Agreement, time of payment of the Licence Fee and other charges payable by you shall be the essence of this Agreement.
    • Without prejudice to its other rights and remedies, FLIPit Marketing shall be entitled, by serving notice of suspension on you, to suspend the licences granted to you hereunder, during any period that any sum under this Agreement is overdue until all such sums have been received by FLIPit Marketing in full. You, or your client, shall not use the Data, Materials or Derivative during any period of suspension. Any use by you, or your client, of the Data, Materials or Derivative during the period of suspension shall be a breach of this Agreement and without prejudice to FLIPit Marketing’s other rights and remedies, the provisions of clause 2.3 shall apply.
  1. Email
    • Where the Data includes e-mail addresses or e-mail data, the following provisions shall apply in respect of that Data:
      • If you wish us to exclude certain criteria from our range of criteria you must provide a suppression file to us that clearly states your requested exclusions prior and as part of your order.
      • If you wish us to exclude general e-mail addresses from the e-mail Data field you must request this prior to and as part of your order.
      • FLIPit Marketing are not responsible or liable for e-mail addresses that prove to be undeliverable.
    • We reserve the right to cease or modify client text and/or email creative where we discover that the content of texts or emails sent is in our reasonable opinion inappropriate or misleading.
    • The client must ensure that the recipient is given a simple means to opt-out of receiving further communications and you must forward to FLIPit Marketing the details of any recipients who do exercise their right to opt-out including any comments that may be made by such recipients in an excel or comma separated format.
  1. Data Protection, Compliance and Advertising Standards
    • FLIPit Marketing will endeavour to comply with the British Codes of Advertising and Sales Promotion and with the DMA UK Direct Marketing Code of Practice and other codes of advertising standards laid down on a self-regulatory basis.
    • Nothing in this Agreement relating to the confidentiality or secrecy of the Data shall prevent or hinder either us or you from complying with our legal obligations as to disclosure or otherwise under the Consumer Credit Act 1974 and the Data Protection Act 1998.
    • You will ensure that any use to which the Data is put complies with, and in using the Data, you shall comply with all applicable laws, regulations and codes of practice from time to time including, without limitation, the Privacy and Electronic Communications Regulations 2003, those of the Post Office and the Universal Postal Union. You represent, warrant and undertake that:
      • You have undertaken and shall maintain all necessary notifications required for your use of the Data as data controller as required under the Data Protection Act 1998;
      • You shall carry out all Direct Marketing Campaigns in compliance with, and shall ensure that all materials and scripts relating thereto shall comply with all relevant rules and regulations;
      • You shall not use the Data in connection with the delivery or communication of any defamatory, malicious or threatening statements or materials or materials, which infringe the IP Rights of any third party.
  1. Warranty and Indemnity
    • We warrant that any services we provide to you will be provided in a good and workmanlike manner.
    • Except as expressly stated in this Agreement, all conditions, warranties, terms, stipulations and other statements whatsoever (except as to title to goods) that would otherwise be implied or imposed by statute, at common law, by a course of dealing or otherwise howsoever are excluded to the fullest extent permitted by law.
    • You undertake to indemnify and keep indemnified FLIPit Marketing with respect to any liabilities, losses, damage or expenses (including reasonable expenses) whatsoever arising or incurred by FLIPit Marketing as a result of any breach by you of your obligations hereunder or arising out of any use by you of the Data or the Materials (except to the extent arising as a direct result of any breach of our obligations hereunder).
  1. Limitation of Liability
    • Time for us to perform any obligations is not, and may not be, made of the essence.
    • Notwithstanding anything contained in this Agreement, except in respect of death or personal injury caused by our negligence, FLIPit Marketing will not be liable for any consequential, economic, or indirect loss or any loss of profits, loss of revenue, loss of contracts or loss of anticipated savings arising in any way in connection with the supply or non-supply of the Data or Materials to you.
    • Without prejudice and except as otherwise stated, any query, complaint or claim you may have with regard to the Data or Materials must be notified to us within 14 days of your receipt of the Data or Materials respectively. Any such queries, complaints or claims received more than 14 after your receipt of the Data or Materials will not be considered by FLIPit Marketing and FLIPit Marketing shall not be liable whether in contract, tort (including negligence) or otherwise in respect of any such claims unless you have notified us of the claim within such 14 day period.
    • In the event of any valid claim against FLIPit Marketing with respect to any defects with respect to the Leads or Materials, we shall make good such defects or, at our option, refund the pro-rata portion of the Contract Fee paid. This will be our sole liability with respect to defects in the Leads or Materials.
    • If the service does not match the description set out in the paperwork relating to the specific order (“defective”) and the Client tells FLIPit Marketing Media Ltd in writing within 14 days of delivery, FLIPit Marketing Media Ltd will at the Client’s option (if the Client is “dealing as a consumer” as defined in section 12 of the Unfair Contract Terms Act 1977) or at FLIPit Marketing Media Ltd’s option (in all other cases):
      • Credit the Client for the cost of any defective data when the Client returns it; or
      • Replace the defective data as soon as practicable after the Client has returned it; or
      • Pay the Client reasonable compensation.
    • Save in respect of liability for death or personal injury caused by our negligence, our aggregate liability in connection with this Agreement (whether in contract, tort (including negligence) or otherwise) for any one cause of action or series of connected causes of action shall not in any event exceed the Licence Fee paid.
  1. Cancellation, Termination and Expiry
    • Upon signature by you of this Agreement, you irrevocably agree to be bound to the purchase of the licence and the other terms of this Agreement. Until such time as we have received a copy of this Agreement (unaltered from the form in which it was sent to you) signed by you, we may withdraw the offer to license and supply FLIPit and/or web lead traffic to you as set out in this Agreement at any time by notifying you by any means (including by telephone or email). Offers will automatically lapse 30 days after the order date on the Order Confirmation Form and FLIPit Marketing reserves the right not to accept any signed orders or agreements received after such 30-day period. We will notify you whether your order has been accepted in these circumstances.
    • Once accepted by you or us (as applicable), this Agreement may not be cancelled by you and you shall be required to pay the full invoice total for the Licence Period ordered regardless of whether you choose to receive or use our services.
    • We shall be entitled (without affecting any other rights we may have) immediately to suspend or terminate this Agreement if:
      • Your business becomes subject to legal distress or execution; or
      • You offer to make any arrangements with your creditors or become bankrupt or being a limited company have a receiver, administrative receiver or administrator appointed over the whole or part of the property; or
      • Any order is made or a resolution is passed or proceedings are taken for your winding up; or
      • You cease to carry on or threaten to cease to carry on all or a substantial part of your business; or
      • You are the subject of any event or process analogous or preparatory to any of those specified in this clause
  1. Force Majeure
    • Neither party shall be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any act of God, act of governmental authority, act of public enemy, war, riot, flood, civil commotion, insurrection, severe weather conditions, or any other cause beyond the reasonable control of the party delayed.
  1. Notices
    • All notices under this Agreement shall be in writing, sent by facsimile or first class registered or recorded delivery post to the party being served at its address specified above or at such other address of which such party shall have given notice as aforesaid, and marked for the attention of that party’s signatory of this Agreement or such other person as notified to the other party to this Agreement from time to time.
    • The date of service shall be deemed to be the day following the day on which the notice was transmitted, if sent by facsimile, and the third day following the day on which the notice was posted as the case may be.
  1. General
    • If any provision of this Agreement shall be found to be invalid or unenforceable the remainder of this Agreement shall not be affected thereby and any such invalid or unenforceable provision shall be amended so as to be valid and enforceable to the fullest extent permitted by law.
    • No variations or amendments of this Agreement will be valid unless reduced into writing and signed by duly authorised representatives of both parties hereto.
    • Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
    • Failure or delay by either party in exercising any right hereunder shall not operate as a waiver of such right.
    • This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
    • This Agreement constitutes the entire agreement and understanding between the parties in respect of the subject matter of this Agreement and supersedes all previous agreements, understandings and undertakings in such respect.
    • This Agreement shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English Courts.