APPLETON GREENE CLIENT PROSPECTING SERVICE (CPS) DESCRIPTION OF SERVICE AND TERMS AND CONDITIONS OF SERVICE
These terms and conditions of service have been developed by Appleton Greene & Co for all clients, learning providers and consultants, who will be referred to as the “customer” within this agreement. Customers consent to abide by these terms and conditions of service in the nature of goodwill in which they represent.
This contractual agreement is directly between Appleton Greene & Co Global Limited (referred to in this agreement as AGC) and clients, learning providers, or consultants (referred to in this agreement as the customer). Upon completion of this agreement via the Appleton Greene web site, it is considered to be completed and authorized by the customer and constitutes a legally binding agreement between the customer and AGC.
Appleton Greene provides B2B Prospecting as a service to clients, learning providers and consultants within most major cities worldwide, a low risk sales support service that can be switched on or off on demand. Prospects are identified and engaged in a format designed to flow naturally into your sales pipeline. Building your ideal prospect list, the AGC team will build a qualified prospect list based on your target business criteria, target industries, locations, business size, specific job titles and other key parameters. The AGC platform is integrated with a range of data sources and brokers enabling us to source and verify business contact details on a reliable and cost-effective basis, including valid email and social handles such as LinkedIn profile URLs. Excluding current, old and soon-to-be customer exclusions can be supplied at company level or on an email specific basis. We usually reach out to prospects initially via email, in-mail, or over the telephone, depending upon the target market. Prior to messaging, AGC will passively engage every prospect on behalf of the Customer in a step designed to familiarize the prospect with your Client Information Guide (CIG) or Client Information Hub (CIH). Passive social engagement significantly improves conversion. Engaging each prospect personally, AGC then engages each prospect with a personalized introduction to your corporate training program or consulting service, using a conversational tone to invite them for a telephone conference to evaluate and assess likely synergy. To ensure a daily lead flow into your inbox, AGC will engage a fixed number of prospects each day, on behalf of the Customer in a manner designed to flow directly into your sales process. This incorporates: a designated AGC email address, such as email@example.com; leads flowing directly to your inbox, responses from interested prospects arrive on a daily basis, fully qualified, engaged and ready to learn more; chasing non-respondents to generate more responses, any non-responders receive a follow up nudge communication, 6 – 9 working days after initial engagement generating a further wave of responses; further follow up messages are then scheduled as required.
The AGC Client Prospecting Service (CPS) is not an expensive service, the value comes from the reliable, disciplined approach taken towards identifying and prospecting a fixed number of prospects every day on behalf of our clients, something even the best sales people find difficult to maintain. AGC Client Prospecting Service (CPS) campaigns offer a far more effective lead generation solution than internal sales staff or call centre campaigns. Based on results AGC represents one of the best B2B lead generation solutions in the world today. The AGC prospecting approach cannot be replicated without significant capital investment in staff, process and the development of proprietary systems, 3rd party integrations and data supplier contracts. There are no significant like-for-like competitors in the market and our business case is straight forward and simple to trial.
SERVICE FEES, PAYMENT TERMS AND REFUND POLICY
The cost of one Client Prospecting Service (CPS) campaign is $5,000.00. Campaigns are available on a quarterly basis, during the months of January, April, July and October and usually run for a consecutive period of three months. Each campaign incorporates 1,000 prospects. Payment amounting to 50% of the service fee, that is to say $2,500.00, will need to be made at the time of order, in order to reserve your campaign position. The remaining balance of the service fee, i.e. $2,500.00, will then need to be paid 30 days prior to the proposed campaign start date. If campaigns are due to commence within a period of 30 days, then the full service fee of $5,000.00 will need to be made at the time of order. All service fees need to be paid by international bank wire transfer and are not refundable under any circumstances. Campaigns are subject to ongoing availability and as such a campaign position will have been specifically reserved for the Customer and AGC will not therefore have an opportunity to offer the campaign position to an alternative customer in the event of cancellation.
GENERAL TERMS AND CONDITIONS OF SERVICE
1. General Terms
1.1. Any person or business in receipt of products or services is, for the purpose of this agreement, the “Customer”.
1.2. All Service Orders are subject to acceptance by AGC in its sole discretion.
1.3. The Service Order, the Terms of Service and any documents or links referenced are sometimes referred to collectively as the “Agreement”.
1.4. Any relationship between AGC and Customer, including provision of the Services, shall be governed by the terms stated in this Service
1.5. Client agrees to pay the Fees for the Services in accordance with the Payment Terms.
1.6. Additional services can be delivered under this agreement. For the avoidance of doubt, additional Services should be confirmed by the
Authorized Representative of Client, in writing, by email. Upon receipt of a written confirmation for Services, Supplier will provide the
additional Services and the additional Fees will be chargeable.
2. Duration of the Services:
2.1. Approximately 3 months.
2.2. The Services shall commence on the “GoLive” date (or max 30 days after the contract start date).
2.3. Either Party may terminate this Agreement without notice if there is a material breach of the other Party’s obligations hereunder.
2.4. On Termination of the Services, AGC shall maintain the client’s campaign configurations and prospecting campaign data in a nonbillable “Campaign On Ice” state for a period of 1 month post termination. During this period, subject to AGC agreement, the Customer may reactivate the service, and by extension the full terms of this agreement by providing 14 days written notice to restart.
2.5. After the 1 month “On Ice” period, in the event services have not restarted, all data will be deleted without notice and no further services may be delivered under this Service Order.
3.2. Nature of Processing with respect to provision of the Services;
3.2.1. Customer shall be the Data Controller.
3.2.2. AGC shall operate as a data processor for Customer.
3.3. Purpose of Processing
The data processing shall be limited to the use of Data to conduct marketing activity on behalf of Customer.
3.4. Subject matter & categories of data subject AGC or it’s representatives may store public business information together with Personally Identifiable Information (PII) as required to conduct targeted marketing communications on behalf of Customer. Data categories shall not include racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, health related data or data concerning a natural person’s sex life or sexual orientation.
3.5. Details of Personally identifiable data that may be processed
This section sets out: the general categories of personal data that AGC may process during the performance of this contract; in the case of personal data that AGC did not obtain directly, the source and specific categories of that data; the purposes for which AGC may process personal data; and the legal bases of the processing.
3.5.1. Usage Data
AGC may process data about use of our website and services (“Usage Data“). The Usage Data may include user IP address, geographical
location, browser type and version, operating system, referral source, length of visit, page views and website navigation paths, as well as
information about the timing, frequency and pattern of service use. The source of the Usage Data is Google Analytics as well as our analytics tracking system. This Usage Data may be processed for the purposes of analyzing the use of the website and services. The legal basis for this processing is Our legitimate interests, namely monitoring and improving Our website and services, and tailoring any
communication with You.
3.5.2. Account Data
Supplier may process Account Data (“Account Data“). The Account Data may include name and email address.
The source of the Account Data is either Direct or the Account Data Subject’s employer.
The Account Data may be processed for the purposes of providing Our services, ensuring the security of Our website and services,
maintaining backups of Our databases and communicating with necessary parties. The legal basis for this processing is the performance of a contract and/or taking steps, at request of a Data Subject, to enter into such a contract.
3.5.3. Business Profile Data
AGC may process Business Profile Data (“Business Profile Data”). The Business Profile Data may include name, employer and email
address. The source of the Business Profile Data is publicly listed social profiles. Doc ID: 4416d95413a814d77cf75f7b9821172932563c7f
The Account Data may be processed for the purposes of providing our services, maintaining backups of our databases and communicating
with necessary parties. The legal basis for this processing is the performance of a contract.
3.5.4. Service Data
AGC may process personal data provided in the course of the use of our services (“Service Data“). The Service Data may include name, business email address and business telephone number (for example of our customer employees). The source of the Service Data is direct.
The Service Data may be processed for the purposes of providing Our services and communicating with necessary parties. The legal basis for this processing is the performance of a contract.
3.5.5. Inquiry Data
AGC may process information contained in any inquiry submitted to Us regarding goods and/or services (“Inquiry Data”). The source of the Inquiry Data is direct. The Inquiry Data may be processed for the purposes of Us offering, marketing and selling relevant goods and/or services to Data Subjects. The legal basis for this processing is consent which may be withdrawn by Customer at any time by contacting Us.
3.5.6. Notification Data
AGC may process information provided to Us for the purpose of subscribing to Our email notifications and/or newsletters (“Notification
Data”). The Notification Data may be processed for the purposes of sending relevant notifications and/or newsletters. The legal basis for this processing is consent which may be withdrawn by You at any time by contacting Us.
3.5.7. Correspondence Data
AGC may process information contained in or relating to any communication sent to Us (“Correspondence Data”). The Correspondence Data may include name, email address and the communication content and metadata associated with the communication. Our website will generate the metadata associated with communications made using the website contact forms. The Correspondence Data may be processed for the purposes of communicating and record-keeping. The legal basis for this processing is Our legitimate interests, namely the proper administration of Our website and business and communications with users.
3.5.8. Public Data
AGC may process information found on public social networking profiles (“Public Data”). This data may include name and job title.
Public Data may be processed for the purposes of offering, marketing and selling relevant goods and/or services. The legal basis for this processing is Our legitimate interests, namely proper administration of Our business.
3.5.9. Legal Claims Data
AGC may process personal data identified in this policy where necessary for the establishment, exercise or defence of legal claims,
whether in court proceedings or in an administrative or out-of-court procedure (“Legal Claims Data”). The legal basis for this processing is Our legitimate interests, namely the protection and assertion of Our legal rights, Your legal rights and the legal rights of others.
3.5.10. Professional Use Data
AGC may process personal data identified in this policy where necessary for the purposes of obtaining or maintaining insurance
coverage, managing risks, or obtaining professional advice. (“Professional Use Data”). The legal basis for processing Legal Claims Data is
Our legitimate interests, namely the proper protection of Our business against risks.
3.6. Vital Interest
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In addition to the specific purposes for which AGC may process personal data set out in this agreement, AGC may also process personal data
where such processing is necessary for compliance with a legal obligation to which Supplier is subject, or in order to protect the vital interests of another natural person or entity.
3.7. Duration of Processing
Data will be stored for an appropriate period with a default maximum storage duration being 2 years postuse. Removal of specific or all data, may be requested at any time by written request from Customer.
3.8. Type of Personal Data
Personal Data processed will include Name, Email, Job Title, Employer and other basic information pertaining to an individual’s professional status.
3.9. Categories of Data Subject
Data subjects shall be business professionals. Data categories shall not include racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, health related data or data concerning a natural person’s sex life or sexual orientation.
3.10. The obligations and rights of the controller
Irrespective of any specific processing activities carried out by AGC, the Data Controller (Customer) retains all rights and obligations as set out by the General Data Protection Regulations (GDPR) and AGC accepts no liability for events relating to a customer failing to meet their compliance obligations.
3.11. Written Instruction to Process
As set out by law, a processor must only act on the written instructions of the controller (unless required by law to act without such instructions). The Customer recognizes and acknowledges the Service Order as appropriate written instruction. AGC warrants that it’s instructions to process data shall at all times be in accordance with, and shall not cause AGC to be in breach of, applicable law;
3.12. Duty of Confidence
As the processor, AGC warrants that all individuals involved in processing the data are subject to a duty of confidence
3.13. Security Measures
AGC will maintain appropriate technological and organisational measures against unauthorized or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data.
3.14. Data Storage & Data Security
AGC warrants, with respect to private data processed under this agreement, that;
3.14.1. Databases will be hosted in appropriately secure, tier 1 EU data centres;
3.14.2. Data shall be encrypted both a rest and in transit.
3.14.3. Hosted database access will be secured by both username and password and IP address.
3.14.4. No passwords shall be stored in clear text.
3.14.5. All users with any kind of access shall be issued with and shall have agreed to the subject party’s appropriate Data and IT Security Policy.
3.14.6. Databases shall reside in an isolated environment, behind a firewall with all connections restricted by default.
3.14.7. Where appropriate and possible the parties shall implement automated anomalous threat detection systems to monitor and secure activity.
Incremental rest encrypted backups shall be maintained to ensure the ability to securely rollback each database to any point within the past 48 hours.
3.15. Backup Restore
In the event of a backup restore, RTE (Right to Erase) data removals shall be automatically removed during the backup restore process.
3.16. Permission to Appoint a Sub Processor
As set out by law, a processor may only engage a subprocessor with the prior consent of the data controller and a written contract supporting the engagement. The Customer acknowledges the Service Order as appropriate written instruction that AGC may in providing the Services, engage a subprocessor. AGC warrants that any such third party data processor or “subprocessor” shall be required in contract to comply in all respects with the provisions of the GDPR. Doc ID: 4416d95413a814d77cf75f7b9821172932563c7f
3.17. Subject Access
AGC warrants that it will assist the data controller in providing subject access and allowing data subjects to exercise their rights under the GDPR.
3.18. Controller obligations
AGC warrants that it will assist the data controller in meeting its GDPR obligations in relation to the security of processing, such assistance to include prompt notification with respect personal data breaches and data protection impact assessments.
AGC will delete all personal data, either as requested or at a time appropriate to the context of its use. I.e. on Termination of the contract.
3.20. Right to Audit
AGC will submit to audits and inspections, provide the controller with whatever information it needs to ensure that they are both meeting their Article 28 obligations, and tell the controller immediately if it is asked to do something infringing the GDPR or other data protection law of the EU or a member state.
3.21. Additional Warranties
In accordance with Article 28.3 of the GDPR AGC warrants that it will
3.21.1. only act on the written instructions of the controller (Article 28);
3.21.2. not use a subprocessor without the prior written authorisation of the controller (Article 28.2);
3.21.3. cooperate with supervisory authorities (such as the ICO) in accordance with Article 31;
3.21.4. ensure the security of its processing in accordance with Article 32;
3.21.5. keep records of its processing activities in accordance with Article 30.2;
3.21.6. notify any personal data breaches to the controller in accordance with Article 33;
3.21.7. employ a data protection officer if required in accordance with Article 37; and
3.21.8. appoint (in writing) a representative within the European Union if required in accordance with Article 27.
3.22. Awareness and Consequence
AGC confirms awareness of the UK ICOs statements on the GDPR, stating a processor should be aware that
3.22.1. it may be subject to investigative and corrective powers of supervisory authorities (such as the ICO)
3.22.2. under Article 58 of the GDPR;
3.22.3. if it fails to meet its obligations, it may be subject to an administrative fine under Article 83 of the GDPR;
3.22.4. if it fails to meet its GDPR obligations it may be subject to a penalty under Article 84 of the GDPR; and
3.22.5. if it fails to meet its GDPR obligations it may have to pay compensation under Article 82 of the GDPR.
3.23. EU Model Clauses (SCCs)
With specific reference to 9.16, both parties warrant to observe the EU Model Clauses (also known as Standard Contractual Clauses or SCCs, set out in this section. With Respect to the European Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council, the following Contractual Clauses (the Clauses) are agreed by the parties in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data. Doc ID: 4416d95413a814d77cf75f7b9821172932563c7f
3.24.1. Clause 1: Definitions
For the purposes of the Clauses
22.214.171.124. (a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data ( 1 );
126.96.36.199. (b) ‘the data exporter’ means the controller who transfers the personal data; 188.8.131.52. (c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
184.108.40.206. [EN L 39/10 Official Journal of the European Union 12.2.2010]
(d) ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who
agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for
processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of
the Clauses and the terms of the written subcontract;
220.127.116.11. (e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
18.104.22.168. (f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or
unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the
transmission of data over a network, and against all other unlawful forms of processing.
3.24.2. Clause 2: Details of the transfer
The details of the special categories of personal data where applicable are specified this agreement and which forms an integral part of the Clauses.
3.24.3. Clause 3: third party beneficiary clause
22.214.171.124. The data subject can enforce against the data exporter as third party beneficiary.
126.96.36.199. The data subject can enforce against the data importer in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
188.8.131.52. The data subject can enforce against the subprocessor in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third party liability of the sub processor shall be limited to its own processing operations under the Clauses.
184.108.40.206. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
3.24.4. Clause 4: Obligations of the data exporter
The data exporter agrees and warrants:
220.127.116.11. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
18.104.22.168. that it has instructed and throughout the duration of the personal dataprocessing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the
22.214.171.124. [EN 12.2.2010 Official Journal of the European Union L 39/11]
that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures of this contract;
126.96.36.199. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect
personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular
where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that
these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected
having regard to the state of the art and the cost of their implementation;
188.8.131.52. that it will ensure compliance with the security measures;
184.108.40.206. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
220.127.116.11. to forward any notification received from the data importer or any subprocessor pursuant to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
4. Campaign Performance
4.1 All campaigns will be undertaken on a best efforts basis. AGC ensures that the Client Information Hubs (CIH) of Learning Providers and the Client Information Guides (CIG) of Accredited Consultants, will be promoted to the featured 1,000 prospects throughout the duration of the campaign. The Customer can monitor both the implementation and performance of the Client Prospecting Service (CPS) campaign for themselves by accessing their own Client Prospecting Portal (CPP). This enables the Customer to see the 1,000 prospects that are being targeted during the campaign and to exclude any that they would not want to prospect. The Customer will be able to see the communications that are being sent to the prospects, the replies that are being received from prospective clients, both positive and negative, the open rates, click rates, lead rates and prospecting rates and these campaign portals are updated on a daily basis in real time.
5. Campaign Liability
5.1 Each and every individual Client Information Hub (CIH) or Client Information Guide (CIG), will feature a Unique Program Proposition (UPP) or Unique Service Proposition (USP) respectively, that will be based upon the unique core skills and interests of each individual Learning Provider or Consultant. As such, success will always understandably be determined by third party client interest in each program or service proposition, their interest in each individual Learning Provider or Consultant personally and their willingness to place a program or service order. The Customer will also be responsible for personally hosting and managing any appointments generated, either over the telephone, or via video conference online. The customer therefore accepts that AGC cannot in any way be held financially or legally responsible for the results of these campaigns. AGC is responsible for placing the Client Information Guides (CIG) and Client Information Hubs (CIH) of Accredited Consultants and Learning Providers in front of prospective clients by implementing the Client Prospecting Service (CPS). Success will then be determined by willing third party clients and the performance of the Customer during conversations with the prospective clients.
6. The Use Of The Customer’s Own Personal Linkedin Profile and Sales Navigator
6.1 The Customer has the option of choosing whether to allow the AGC Client Prospecting Department to use their own personal Linkedin Profile during the (CPS) research and outreach process. If you have your own personal Linkedin Profile and you have subscribed to Sales Navigator, then the AGC Client Prospecting Team can use a technical algorithm during the research and outreach process, in order to personalize communications through your Linkedin profile. You would need to subscribe to Linkedin Sales Navigator, if you have not already done so, at an additional cost of $79.99/mo, which you can then cancel at any time after your campaign has finished. The benefit of doing this, is that it tends to personalize our research and outreach procedure and enables us to establish personal contact with prospective clients on your behalf and it ultimately improves your return on investment during the campaign, usually by some 27%. While you would need to provide our AGC (CPS) team with your user name and password, they simply use a technical algorithm to access Sales Navigator within your Linkedin Profile account and would not have any other access to your account apart from this and would not have any visibility regarding any confidential information contained within your account, so there is no potential for risk. Nevertheless, this is still entirely optional and the Customer will have the opportunity to decide whether or not they would like to use this feature, when completing their service application form.
Appleton Greene & Co Client Prospecting Service (CPS) terms and conditions of service are developed in accordance with and are governed by Cayman Islands and English Law. The Customer accepts that any litigation or court action will in all cases take place within the jurisdiction of the Cayman Islands, regardless of the geographical location of individual Customer.
Your statutory rights are not affected.
Registered Address: Appleton Greene & Co, PO Box 10190 PMB 53, Galleria Plaza, Grand Cayman KY1-1002, Cayman Islands.
Company Registration Number: CM-284599