Customer Terms & Conditions

OwnLead Ltd · Draft v0.1 · Effective date: [insert]
⚙️ To finish before launch: this is a comprehensive draft, not legal advice. Have a UK solicitor review it and complete every [bracketed] placeholder — company number & registered office, the liability-cap floor (clause 21), support hours & response targets (clause 6), and the sub-processors & data locations (Schedule 1, Annex C).

The agreement a customer enters into when signing up for OwnLead's website, hosting, lead-generation, AI and advertising services.

At a glance

This summary is for convenience only and is not part of the legal terms.

  • We build you a lead-generating website, host it, and run it for you for a monthly Care Plan fee, plus a one-off build fee.
  • You own your domain name, your content, and every lead/enquiry your site captures. We own the website's code, software and templates (the "Platform"). While your plan is live and paid, you have a licence to use the site.
  • No long lock-in. After the minimum term your plan runs monthly and you can leave on 30 days' notice. If you leave, we give you an export of your content and leads and release your domain — but the site itself goes offline. You can optionally buy the site's code for a separate fee.
  • Your patch is protected. While you're with us and paid up, we won't build a site for another business in your trade within [5] miles of you — the exact area is set in your Order Form (clause 3.5).
  • Honest promises. We use proper skill and care, but we never guarantee search rankings, a number of leads, or a return on spend — no one honestly can.
  • Ads & AI. For Google Ads you pay Google directly for the ad spend and we charge a separate management fee; we never put your ad budget through our account. Our AI chat and quote tools give indicative information only — never a fixed price.
  • The full, binding terms are set out below.
  1. 1. About these terms
  2. 2. Definitions
  3. 3. The Services
  4. 4. The Build phase
  5. 5. Domain names
  6. 6. Hosting, Care Plan & support
  7. 7. Changes & out-of-scope work
  8. 8. AI Features & Managed Advertising
  9. 9. SEO
  10. 10. No performance guarantees
  11. 11. Fees, payment & price reviews
  12. 12. Intellectual property
  13. 13. Term, renewal & notice
  14. 14. Suspension
  15. 15. Client responsibilities & reviews
  16. 16. Acceptable use
  17. 17. Data protection
  18. 18. Confidentiality
  19. 19. Warranties & disclaimers
  20. 20. Service availability
  21. 21. Limitation of liability
  22. 22. Indemnity
  23. 23. Termination
  24. 24. What happens on termination
  25. 25. Force majeure
  26. 26. General
  27. Schedule 1 — Data Processing Agreement
  28. Schedule 2 — Order Form

1. About these terms and how the contract works

1.1 These terms are between OwnLead Ltd, a company registered in England and Wales (company number [————], registered office [————]) ("OwnLead", "we", "us", "our"), and the customer named in the Order Form ("the Client", "you", "your"). Each is a "party".

1.2 The contract between us is made up of: (a) the Order Form; (b) these terms; and (c) the Schedules (including the Data Processing Agreement at Schedule 1). Together these are the "Agreement".

1.3 If there is any conflict, the documents take priority in this order: (a) the Order Form; (b) these terms; (c) the Schedules — except that Schedule 1 (Data Processing Agreement) prevails over the rest of the Agreement on data protection matters.

1.4 You enter into the Agreement when you sign or accept the Order Form, tick to accept these terms, or first use the Services — whichever happens first. If you do not agree to these terms, you must not use the Services.

1.5 Business customers only. You confirm that you are entering into the Agreement in the course of your trade, business, craft or profession and not as a consumer, and that the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to the Agreement. The Services are offered to businesses only.

1.6 The person accepting the Agreement warrants that they have authority to bind the Client.

1.7 These terms prevail over any terms the Client puts forward, and no terms in any purchase order or other Client document form part of the Agreement.

2. Definitions and interpretation

"Add-on" any optional extra service shown in the Order Form, including Managed Advertising and additional SEO or content.

"AI Features" the automated tools provided as part of the Website, including the AI chat assistant and the AI quote/estimate builder.

"Build" the work of configuring and producing the Website during the build phase (clause 4).

"Build Fee" the one-off fee for the Build, as stated in the Order Form.

"Care Plan" the ongoing hosting, maintenance, support and lead-generation service selected in the Order Form (clause 6).

"Client Data" all data the Client or its website visitors input into, or that is generated through, the Website, including the Lead Data.

"Client Materials" all content, text, images, photographs, logos, branding, reviews and other materials the Client provides or approves for use in the Website or the Services.

"Fees" the Build Fee, the Care Plan fee, any Add-on fees and any other charges set out in the Order Form or otherwise payable under the Agreement.

"Go-Live Date" the date the Website is first made publicly available at the Client's Domain.

"Lead Data" the personal data of the Client's prospective and actual customers captured through the Website (for example name, email address, phone number and enquiry details).

"Managed Advertising" the optional managed Google Ads (pay-per-click) service described in clause 8.

"Media Spend" amounts payable to an advertising platform (such as Google) to run advertising.

"Minimum Term" the minimum period of the Care Plan stated in the Order Form and, unless stated otherwise there, three (3) months from the Go-Live Date.

"Order Form" the order, proposal or sign-up document (in any format, including online) that records the Services selected and the Fees (template at Schedule 2).

"Platform" the underlying software, source code, frameworks, templates, design system, configurations, tools and know-how that OwnLead uses to build, host and operate the Website and that OwnLead reuses across clients; also referred to as the "Website Software".

"Services" the Build, the Care Plan, hosting, the AI Features and any Add-ons selected in the Order Form.

"Update Allowance" the amount of content-update or change work included in the Care Plan each month, as stated in the Order Form (and which does not roll over).

"Website" the live website OwnLead builds, hosts and operates for the Client, as deployed at the Client's Domain.

2.1 In these terms: headings are for convenience only; "including" means "including without limitation"; references to legislation include any amendment or replacement of it; and "writing" includes email. Terms relating to data protection (such as "controller", "processor", "personal data", "data subject" and "personal data breach") have the meanings given in the UK GDPR and the Data Protection Act 2018, and are explained further in Schedule 1.

3. The Services

3.1 OwnLead will provide the Services selected in the Order Form with reasonable skill and care.

3.2 The Build, hosting and Care Plan together form a single, ongoing managed service. The Client is paying for a managed, hosted website and the right to use it while the Agreement is in force — not for outright ownership of the Website Software. Clause 12 (Intellectual property) and clause 24 (Effect of termination) explain what the Client owns and what happens on exit.

3.3 OwnLead may improve, update or change the way the Services or the Platform work, provided it does not materially reduce the core functionality of the Website during the term.

3.4 OwnLead may use sub-contractors and third-party providers to deliver the Services and remains responsible for the Services as set out in the Agreement.

3.5 Area exclusivity. While the Agreement is in force and the Client's Care Plan fees are paid up to date, OwnLead will not provide the Services to build or operate a website for another business in the Client's primary trade (as stated in the Order Form) whose principal place of business is within [5] miles of the Client's principal place of business stated in the Order Form (the Client's "Exclusivity Area"). For the avoidance of doubt, this does not prevent OwnLead from: (a) working with businesses in the same trade outside the Exclusivity Area; (b) working with businesses in other trades inside it; or (c) continuing to act for any client OwnLead already served in that area before the Client's start date. This protection is personal to the Client, is not transferable, and ends automatically when the Agreement ends or the Care Plan lapses.

4. The Build phase

4.1 OwnLead will configure the Website to the Client's brand, services and service areas based on a brief and/or specification agreed with the Client and the Client Materials the Client supplies.

4.2 The Client will, promptly and in a usable form, provide all Client Materials and information OwnLead reasonably requests (including business details, services, service areas, photographs, reviews, branding and any payment-provider details), and will give timely feedback and approvals.

4.3 Any timescales are estimates only and are not of the essence. Build dates will be extended to the extent any delay is caused by the Client (for example late or inadequate materials, or delayed feedback or approvals).

4.4 The Client will be invited to review the Website on a private preview link and to confirm approval. The Website is deemed accepted on the earliest of: (a) the Client confirming approval in writing; (b) [7] days after OwnLead notifies the Client that the Website is ready for review, if the Client has not given written, reasonable details of any non-conformity with the agreed specification; or (c) the Website going live or being used by the Client in practice.

4.5 Minor errors or cosmetic issues do not prevent acceptance and will be addressed as part of the Care Plan.

5. Domain names

5.1 The Client owns (or will own) its domain name(s) (the "Domain"). Where the Client already holds the Domain, the Client is responsible for it. Where OwnLead registers or manages the Domain for the Client, it does so on the Client's behalf and the Domain belongs to the Client.

5.2 The Client is responsible for domain renewal fees unless the Order Form states OwnLead will manage renewals on the Client's behalf (in which case OwnLead may recharge them).

5.3 On termination, OwnLead will release or transfer the Domain (and any authorisation/transfer codes) to the Client, subject to all outstanding Fees being paid (clause 24).

6. Hosting, the Care Plan and support

6.1 The Care Plan tier selected in the Order Form determines what is included. Depending on the tier, the Care Plan may include: hosting; an SSL certificate; software, security and maintenance updates; regular backups; uptime monitoring; the AI Features; lead capture and CRM; automated SMS/email follow-up; ongoing SEO upkeep; a monthly performance report; and the monthly Update Allowance.

6.2 Support is provided during OwnLead's normal business hours [insert hours]. OwnLead will use reasonable efforts to respond within [insert target response times by priority]. Support is provided through OwnLead's stated support channel(s).

6.3 Unless expressly included in the Order Form, the Care Plan does not include: redesigns or rebuilds; new pages, features or functionality; e-commerce; third-party software, plug-in or licence fees; copywriting from scratch; Managed Advertising or additional SEO/content; Media Spend; or work caused by the Client's own changes, acts or omissions, or by third parties.

6.4 The Update Allowance is as stated in the Order Form, is assessed each month, and does not accumulate or carry over to later months.

6.5 OwnLead will take regular backups but does not warrant that no data will ever be lost or corrupted. The Client is responsible for keeping its own copies of any critical Client Materials.

7. Changes and out-of-scope work

7.1 Work that is outside the Care Plan or the agreed specification (including anything in clause 6.3) will be carried out only after OwnLead has provided a written quote and the Client has approved it in writing. Approved out-of-scope work is charged in addition to the Fees.

7.2 Either party may request changes; no change is binding until agreed in writing.

8. AI Features and Managed Advertising

AI Features

8.1 The Website includes AI Features that generate responses and indicative figures automatically, without human involvement at the point each response is generated.

8.2 Output from the AI quote/estimate builder is an automated, indicative estimate only, based on limited information supplied by a website visitor. It is not a quotation, not a contractual offer, and not capable of acceptance. No contract is formed and no price is fixed between the Client and any visitor unless and until the Client issues its own written, confirmed quotation and accepts the work.

8.3 OwnLead will configure the AI Features to display, at the point of output, wording to the effect that the figure is an indicative estimate only and that the final price will be confirmed by the Client. The Client must not present, or allow the AI Features to present, any output as a fixed or guaranteed price, and must not remove or override that wording.

8.4 OwnLead does not warrant that AI output will be accurate, complete, current or fit for any purpose. AI systems can produce incorrect or incomplete results. AI output does not constitute professional, technical, financial or legal advice and must not be relied upon as such.

8.5 The Client is responsible for: (a) the accuracy and lawfulness of the pricing, rates, descriptions and other information it supplies or approves for use in the AI Features; (b) reviewing enquiries and indicative estimates; and (c) deciding whether to honour, correct or decline any indicative figure. OwnLead is not responsible for output that is wrong because Client-supplied or Client-approved information was wrong, incomplete or out of date, nor for the Client's decision to honour or decline any figure.

8.6 OwnLead retains logs of AI interactions to provide, support and secure the Services. Such logs may contain personal data, are processed on the Client's behalf under Schedule 1, and are kept for no longer than necessary for those purposes. OwnLead will make relevant extracts available to the Client on reasonable request.

Managed Advertising (Google Ads) — optional Add-on

8.7 Where the Client selects Managed Advertising, OwnLead will set up, configure, launch, manage and optimise advertising campaigns and provide reporting, in each case as an Add-on for the separate Management Fee stated in the Order Form.

8.8 The Client pays the advertising platform directly for all Media Spend. Media Spend is billed by the platform (for example Google) to the Client's own account and payment method. OwnLead does not pay, advance, fund, re-bill, process or mark up Media Spend, and never runs the Client's ad budget through OwnLead's own account or card. The Client is solely responsible to the platform for all Media Spend, taxes and platform charges.

8.9 The Management Fee is separate from and additional to Media Spend, is payable in advance, and is non-refundable. The Client must keep a valid, funded payment method on its advertising account at all times; if the Client's payment fails or funds run out, ads will stop and OwnLead is not liable for the resulting loss of impressions, clicks or enquiries.

8.10 The Client owns its advertising and related accounts, including its Google Ads account, Google Business Profile and Google Analytics property, and all associated data and history. OwnLead operates them under delegated / manager-level access only. Where OwnLead creates any such account for the Client, it does so on the Client's behalf and ownership vests in the Client. Any ad creative, copy and keyword lists OwnLead produces for the Client are assigned to the Client on payment of the relevant Fees.

8.11 OwnLead will not commit the Client to Media Spend, or carry out chargeable work beyond the agreed scope, without the Client's prior authorisation. Either party may pause or stop campaigns; stopping campaigns is separate from terminating the Agreement, and a Management Fee already paid for a period is not refunded if campaigns are paused or stopped during that period.

8.12 Reporting is drawn from third-party platform data. Reported clicks, conversions and "leads" depend on tracking set-up and platform measurement, may be affected by consent, cookie and call-tracking limitations, and are indicative, not an audited count of real-world leads or sales. OwnLead is not liable for discrepancies caused by platform reporting or tracking limitations.

8.13 The Client is responsible for the content, claims and legality of its advertising (including any comparative, "number one", "best" or "guarantee" claims and any required substantiation under the UK Advertising Codes). OwnLead may refuse or require amendment of any ad content or claim it considers non-compliant. The Client's indemnity in clause 22 applies to advertising content and claims.

8.14 On termination of the Managed Advertising Add-on or the Agreement, OwnLead will remove its access from the Client's advertising, Business Profile and analytics accounts; the Client retains those accounts, data and history. OwnLead has no obligation to keep campaigns running after termination, and any continued ad serving and spend after termination is the Client's responsibility on the Client's account.

9. SEO

9.1 Where SEO services are included or selected, OwnLead will use reasonable skill and care to follow current best practice (for example on-page optimisation, local/area pages, schema, indexing and linking the Google Business Profile).

9.2 The Client acknowledges that OwnLead does not control search engines; that search engines may change their algorithms, policies and functionality at any time, which can affect results, including detrimentally; that the timing of any change in rankings or indexing is uncertain; and that OwnLead is not responsible for adverse effects caused by the Client or third parties. No particular ranking, position, traffic level or result is guaranteed (see clause 10).

10. No performance guarantees

10.1 OwnLead provides the Services using reasonable skill and care, but gives no guarantee, representation or warranty as to: search rankings or ad positions; the number of impressions, clicks, calls, enquiries or leads; conversion rates; cost per lead; sales, turnover or revenue; or any return on investment or on ad spend.

10.2 Results depend on many factors outside OwnLead's control, including competitor activity, auction dynamics, seasonality, market demand, the Client's own pricing, responsiveness and sales process, and third-party platform and algorithm changes. OwnLead's obligations are obligations of reasonable skill and care and effort, not of result.

11. Fees, payment and price reviews

11.1 The Client will pay the Fees set out in the Order Form. The Build Fee is payable as stated in the Order Form (and any deposit is non-refundable once the specification is agreed). The Care Plan fee and any recurring Add-on fees are payable monthly in advance.

11.2 The Client authorises OwnLead (and its payment processor) to collect the recurring Fees by the agreed method (for example Direct Debit or card) on each renewal date until the Agreement ends. Media Spend is paid by the Client directly to the advertising platform and is not collected by OwnLead (clause 8.8).

11.3 All Fees are exclusive of VAT, which the Client will pay at the applicable rate where chargeable.

11.4 If any sum is not paid when due, OwnLead may: (a) charge interest on the overdue amount at 8% per annum above the Bank of England base rate from time to time (in line with the Late Payment of Commercial Debts (Interest) Act 1998), accruing daily from the due date until payment, together with the fixed-sum compensation provided for by that Act; and (b) suspend the Services under clause 14.

11.5 OwnLead may review and increase recurring Fees on not less than 30 days' written notice, with effect from the next renewal date. If the Client does not accept an increase, it may terminate on notice under clause 13 before the increase takes effect.

11.6 Except where the Agreement or the law expressly says so, all Fees are non-refundable.

12. Intellectual property

12.1 OwnLead owns the Platform. All intellectual property rights in the Platform / Website Software — including the source code, frameworks, templates, design system, configurations, tools and any elements reused across clients, and all improvements to them — are and remain owned by OwnLead (or its licensors). Payment of the Build Fee does not transfer any ownership of the Platform to the Client.

12.2 The Client owns the Client Materials and Client Data. All intellectual property rights in the Client Materials and all rights in the Client Data (including the Lead Data) remain the Client's.

12.3 Licence to the Client. OwnLead grants the Client a non-exclusive, non-transferable, non-sub-licensable, revocable licence to use the Website for the Client's own business for as long as the Agreement is in force and the Fees are paid. This licence ends automatically on expiry or termination of the Agreement. The Client must not (and must not permit anyone else to) copy, reproduce, host elsewhere, decompile, reverse-engineer, extract, scrape or migrate the Platform, the Website Software, the source code or the templates, except to the extent the law does not allow this to be prohibited.

12.4 Licence to OwnLead. The Client grants OwnLead a non-exclusive licence to use, host, copy, adapt and process the Client Materials and Client Data to the extent needed to build, host, operate, maintain, back up and support the Website and provide the Services.

12.5 The Website may include third-party or open-source components, which are licensed to the Client on their own licence terms; the Client agrees to comply with those terms.

13. Term, renewal and notice

13.1 The Care Plan starts on the Go-Live Date (or the date stated in the Order Form) and continues for the Minimum Term. After the Minimum Term it continues automatically on a rolling monthly basis until terminated. If go-live is delayed by more than [30] days due to the Client's acts or omissions, OwnLead may begin charging the Care Plan fee from [30] days after the Website was first made ready for the Client's review.

13.2 Either party may terminate the Care Plan on not less than 30 days' written notice, expiring no earlier than the end of the Minimum Term. The Client may not terminate for convenience before the end of the Minimum Term.

13.3 Add-ons continue until terminated in accordance with the Order Form or on 30 days' written notice, whichever applies.

14. Suspension

14.1 OwnLead may suspend the Website and/or any Services: (a) if any Fee is overdue and remains unpaid [7] days after a written reminder; or (b) if the Client breaches clause 16 (Acceptable use) or there is a security risk.

14.2 Suspension does not relieve the Client of its obligation to pay the Fees, and OwnLead may charge a reasonable reinstatement fee. Suspension is without prejudice to OwnLead's right to terminate.

15. Client responsibilities, content and reviews

15.1 The Client warrants that it owns or is licensed to use all Client Materials (including photographs, logos, fonts, stock imagery, customer images and reviews), and that the Client Materials and the Client's use of the Website are not unlawful, infringing, defamatory, misleading or otherwise objectionable.

15.2 Reviews and testimonials must be genuine. The Client will only supply or publish testimonials and reviews that are from real, identifiable customers and that accurately reflect their views, and will keep records and consents to support them. The Client must not write, commission, buy or publish fake or sham reviews, must clearly disclose any incentivised review, and must take reasonable and proportionate steps to ensure reviews are genuine, in line with the UK Advertising Codes and the Digital Markets, Competition and Consumers Act 2024.

15.3 The Client is responsible for: promptly responding to enquiries and leads; honouring or correcting any indicative AI estimate before treating it as binding on a customer; the quality, pricing and performance of the work it carries out for its own customers; maintaining its Google Business Profile; and complying with all laws applicable to its business and its dealings with its customers.

15.4 The Client is the controller of the Lead Data and is responsible for having a valid lawful basis for collecting and using it, for providing a compliant privacy notice to its customers, and for obtaining and evidencing any consents required (including under the Privacy and Electronic Communications Regulations) for automated SMS/email follow-up. Schedule 1 applies.

15.5 The Client is solely responsible for the accuracy of all information published on the Website, including any qualifications, certifications, registrations, accreditations, memberships, insurance cover and guarantees it states or approves (for example NICEIC, Part P, Gas Safe, TrustMark or similar). The Client warrants that all such information is true, current and not misleading, and will tell OwnLead promptly if it changes. OwnLead does not check, audit or verify the Client's credentials, qualifications or claims and accepts no responsibility for them; the Client's indemnity in clause 22 applies.

16. Acceptable use

16.1 The Client must not, and must not allow others to: use the Services for anything unlawful or outside the Client's trade; upload unlawful, infringing or harmful content; send unlawful or unsolicited marketing; attempt to access, copy, extract or interfere with the Platform or source code; introduce malware; or place unreasonable load on, or otherwise misuse, the hosting or Services.

16.2 OwnLead may remove any content, and suspend or terminate, in response to a breach of this clause.

17. Data protection

17.1 Each party will comply with the UK GDPR and the Data Protection Act 2018. In relation to the Lead Data and other personal data processed through the Website, the Client is the controller and OwnLead is the processor, and Schedule 1 (Data Processing Agreement) applies. OwnLead is a controller in its own right for the Client's account and billing data, which it handles under its own privacy policy.

18. Confidentiality

18.1 Each party will keep the other's confidential information confidential and use it only for the Agreement, except where disclosure is required by law or the information is or becomes public through no breach. This clause survives termination for three (3) years.

19. Warranties and disclaimers

19.1 OwnLead warrants that it will provide the Services with reasonable skill and care and that, on acceptance, the Website will materially conform to the agreed specification.

19.2 Except as expressly stated in the Agreement, and so far as the law allows, OwnLead excludes all other warranties, conditions and terms (whether express or implied). In particular, OwnLead does not warrant that the Website or Services will be uninterrupted, timely, error-free or secure, that defects will be corrected immediately, or that the Website will achieve any particular commercial result, level of traffic, ranking or number of leads or sales (see clause 10).

20. Service availability

20.1 OwnLead will use commercially reasonable efforts to keep the Website available, but does not guarantee uninterrupted availability. The Website may be unavailable during planned or emergency maintenance, or due to events or third parties outside OwnLead's reasonable control (clause 25).

21. Limitation of liability

21.1 Nothing in the Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) the Client's obligation to pay the Fees; or (d) any other liability that cannot lawfully be limited or excluded.

21.2 Subject to clause 21.1, OwnLead is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) any indirect or consequential loss; or (b) any of the following, whether direct or indirect — loss of goodwill or reputation; loss of anticipated savings; wasted expenditure; or loss of, damage to, or corruption of, data. OwnLead's liability for direct loss of profit, revenue, leads, enquiries, sales or business opportunities is not excluded but is limited as set out in clause 21.3.

21.3 Subject to clauses 21.1 and 21.2, OwnLead's total aggregate liability arising out of or in connection with the Agreement in any 12-month period is limited to the greater of: (a) the total Fees (excluding Media Spend) paid by the Client to OwnLead in the 12 months before the event giving rise to the liability; and (b) £[insert floor figure — align to insurance; consider a separate, higher cap for data-protection liability].

21.4 OwnLead is not liable for any loss arising from Media Spend (which the Client pays directly to the platform), from the Client's reliance on, or honouring of, AI output, from inaccurate or out-of-date information the Client supplied or approved for the AI Features, or from the acts or omissions of third-party providers or platforms (clause 23 / clause 25).

21.5 The Client's indemnity in clause 22 is not subject to the cap in clause 21.3.

21.6 The parties agree that this allocation of risk is reasonable given the nature of the Services and the level of the Fees, and that the Client is responsible for insuring its own business and its dealings with its customers.

22. Indemnity

22.1 The Client will indemnify and keep indemnified OwnLead (and its staff and sub-contractors) against all claims, losses, damages, liabilities, costs and reasonable expenses arising out of or in connection with: (a) the Client Materials or any content or claim the Client supplies or approves infringing the rights of, or causing loss to, any third party; (b) the Client's dealings with its leads and customers, including the work it performs, its pricing and any claim by a customer (including under the Consumer Rights Act 2015 or the Digital Markets, Competition and Consumers Act 2024); (c) any reliance by a visitor on AI output (including any liability arising under section 50 of the Consumer Rights Act 2015), or any inaccuracy in information the Client supplied or approved for the AI Features; (d) the Client's advertising content and claims; and (e) the Client's breach of clause 15, clause 16, the data-protection obligations, or applicable law.

22.2 OwnLead will promptly notify the Client of any claim, will not admit liability without the Client's consent (not to be unreasonably withheld), and will allow the Client to manage the defence and settlement provided it does not harm OwnLead's legitimate interests; OwnLead will give reasonable cooperation at the Client's cost.

23. Termination

23.1 Either party may terminate the Agreement immediately by written notice if the other: (a) commits a material breach that is not remediable, or that it fails to remedy within [14] days of written notice; or (b) becomes insolvent, enters any insolvency or bankruptcy process, ceases or threatens to cease trading, or anything similar happens in any jurisdiction.

23.2 OwnLead may terminate or suspend immediately if the Client fails to pay an overdue sum after notice (clause 14), or breaches clause 16 (Acceptable use).

23.3 Termination does not affect any rights or liabilities that have already accrued, including the obligation to pay Fees due up to the date the Website goes offline.

24. What happens on termination (exit)

24.1 On expiry or termination of the Agreement: (a) the Client's licence to use the Website ends immediately; and (b) OwnLead will take the Website offline and stop hosting it. OwnLead does not hand over the Platform, Website Software or source code (but see clause 24.4).

24.2 Subject to all outstanding Fees being paid, OwnLead will: (a) release or transfer the Domain to the Client; and (b) provide a one-off export of the Client Data and Client Materials in a common format (for example a CSV of leads, plus media files) within [14] days of request. This export is of content and data only, and does not include the Platform, Website Software or source code. The payment condition in this clause applies to release of the Domain and provision of this export bundle; OwnLead will comply with its obligations to return or delete personal data under Schedule 1 regardless of payment.

24.3 No Fees are refundable on termination, including the Build Fee and any Care Plan or Add-on fees already paid, regardless of usage. All outstanding Fees become immediately due.

24.4 Optional code buyout. The Client may, at OwnLead's discretion and for a separately agreed one-off fee, purchase a licence to or assignment of the Client-specific build. Any such buyout: (a) is documented separately; (b) takes effect only on full payment of that fee and all outstanding Fees; and (c) excludes OwnLead's reusable Platform, frameworks and tools, and any third-party or open-source components (which remain subject to their own licences).

24.5 Where Managed Advertising applied, clause 8.14 also applies (removal of access; the Client retains its advertising accounts and data).

24.6 Clauses that by their nature should survive termination do so, including clauses 1, 2, 5.3, 8.8 to 8.14, 10, 11.6, 12, 15.1–15.2, 18, 19.2, 21, 22, 24, 26 and Schedule 1 (as to return/deletion of data).

25. Force majeure

25.1 Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by an event beyond its reasonable control, including acts of God, fire, flood, epidemic or pandemic, war or terrorism, strikes, failure of utilities or internet, government action, and failures, outages or changes of third-party providers (including hosting, payment, SMS, email, search, advertising and AI providers) (a "Force Majeure Event").

25.2 The affected party will notify the other and use reasonable efforts to mitigate. If a Force Majeure Event continues for more than [30] days, either party may terminate the affected Services on written notice. Any service commitment is suspended during a Force Majeure Event.

26. General

26.1 Assignment. OwnLead may assign, transfer, sub-contract or deal with its rights and obligations under the Agreement. The Client may not assign or transfer the Agreement without OwnLead's prior written consent. Any assignment or transfer by OwnLead that transfers its role as processor will be made on terms requiring the assignee to comply with Schedule 1.

26.2 Variation. OwnLead may update these terms on not less than 30 days' written notice; if a change materially disadvantages the Client, the Client may terminate under clause 13 before the change takes effect. Otherwise, no variation is effective unless agreed in writing.

26.3 Entire agreement. The Agreement is the entire agreement between the parties and supersedes all prior discussions, proposals and representations. Neither party relies on any statement not set out in the Agreement (but nothing limits liability for fraud).

26.4 Marketing claims. Statements made in OwnLead's marketing are not contractual terms unless repeated in the Agreement.

26.5 No waiver; severance. A failure to enforce a term is not a waiver of it. If any term is found unenforceable, the rest of the Agreement continues, and the term is modified to the minimum extent necessary to make it enforceable.

26.6 No partnership. Nothing in the Agreement creates a partnership, agency or employment relationship.

26.7 Third parties. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce the Agreement.

26.8 Notices. Notices must be in writing and may be given by email to the addresses in the Order Form (or info@ownlead.co.uk for OwnLead) and are deemed received on the next business day. This clause does not apply to the service of documents in legal proceedings.

26.9 Complaints. Any complaint should be raised with OwnLead at info@ownlead.co.uk; OwnLead will acknowledge and seek to resolve it promptly.

26.10 Governing law and jurisdiction. The Agreement and any dispute arising out of it (including non-contractual disputes) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Schedule 1 — Data Processing Agreement

This Schedule applies where OwnLead processes personal data on behalf of the Client and forms part of the Agreement. It is required by Article 28 of the UK GDPR. If there is any conflict on data protection matters, this Schedule prevails.

1. Roles and scope

1.1 For the Lead Data and other personal data processed through the Website on the Client's behalf, the Client is the controller and OwnLead is the processor. OwnLead is a separate controller for the Client's own account and billing data (handled under OwnLead's privacy policy, not this Schedule).

1.2 The details of the processing (subject-matter, duration, nature and purpose, types of personal data and categories of data subject) are set out in Annex A.

1.3 OwnLead provides sufficient guarantees to implement appropriate technical and organisational measures so that processing meets the requirements of the UK GDPR and protects data subjects' rights.

2. OwnLead's obligations (Article 28(3))

2.1 OwnLead will process the personal data only on the Client's documented instructions (which include the Agreement and the configured settings of the Website), including as to international transfers, unless required to do otherwise by law (in which case it will inform the Client first, unless the law prohibits this). OwnLead will inform the Client if, in its opinion, an instruction infringes data protection law.

2.2 OwnLead will ensure persons authorised to process the data are under an appropriate duty of confidentiality.

2.3 OwnLead will implement appropriate technical and organisational security measures meeting Article 32 of the UK GDPR (see Annex B).

2.4 Sub-processors. The Client gives general authorisation for OwnLead to appoint the sub-processors listed in Annex C. OwnLead will: (a) impose data protection obligations on each sub-processor that are equivalent to those in this Schedule; (b) remain fully liable to the Client for each sub-processor's acts and omissions; and (c) give the Client at least [14] days' notice of any intended addition or replacement of a sub-processor, during which the Client may object on reasonable data protection grounds. If an objection cannot be resolved, the Client may suspend or terminate the affected Service. OwnLead will ensure that no sub-processor uses the personal data to train or improve its own models, or for any purpose other than providing the Services.

2.5 OwnLead will, taking account of the nature of the processing, assist the Client by appropriate technical and organisational measures (so far as possible) to respond to requests from data subjects exercising their rights, and will promptly forward any such request it receives and not respond itself except on the Client's instructions.

2.6 OwnLead will assist the Client in ensuring compliance with its obligations on security, breach notification, data protection impact assessments and prior consultation, taking account of the nature of processing and the information available to OwnLead.

2.7 OwnLead will notify the Client without undue delay after becoming aware of a personal data breach affecting the Client's personal data, and will report all such breaches to the Client (the Client, as controller, decides whether the breach is notifiable to the ICO or data subjects), providing the information the Client reasonably needs to meet its own obligations.

2.8 Return or deletion. On termination, at the Client's choice, OwnLead will return and/or delete the personal data and delete existing copies, unless the law requires retention. OwnLead will provide the data export described in clause 24.2 of the main terms. Backups that cannot be deleted immediately will be put beyond use and deleted on the next routine deletion cycle.

2.9 OwnLead will make available to the Client information reasonably necessary to demonstrate compliance with this Schedule and will allow for and contribute to audits, including inspections, by the Client or its auditor on reasonable prior notice, during business hours, subject to confidentiality and reasonable frequency.

3. International transfers

3.1 OwnLead will not transfer the personal data outside the UK except on the Client's documented instructions and where an appropriate safeguard is in place (such as the UK International Data Transfer Agreement, or the UK Addendum to the EU Standard Contractual Clauses, together with any transfer risk assessment required). The location and transfer mechanism for each sub-processor are recorded in Annex C.

4. Client's obligations as controller

4.1 The Client warrants that: (a) it has a valid lawful basis for the processing (including the automated SMS/email follow-up, for which it is responsible for any consents required under the Privacy and Electronic Communications Regulations); (b) it has provided a compliant privacy notice to its customers covering this processing and OwnLead's role; and (c) its instructions to OwnLead are lawful. The Client's indemnity in clause 22 of the main terms applies to any breach of this paragraph.

Annex A — Details of the processing

Subject-matter: Provision of the lead-generating Website, hosting, CRM, AI Features and automated follow-up.
Duration: For the term of the Agreement, plus any short period needed for return/deletion of data.
Nature and purpose: Collecting, storing, organising, transmitting and otherwise processing enquiry data, and sending automated SMS/email follow-up, on the Client's instructions.
Types of personal data: Name, email address, telephone number, message/enquiry details, and related metadata (e.g. source of enquiry); AI interaction logs.
Categories of data subject: The Client's prospective and actual customers who submit enquiries via the Website.

Annex B — Security measures (indicative; confirm and complete)

Encryption of data in transit and, where appropriate, at rest; access controls and least-privilege; multi-factor authentication for administrative access; activity logging; regular, restorable backups; vulnerability and patch management; vendor due diligence; staff confidentiality; and regular testing and review of the effectiveness of these measures, in line with Article 32 of the UK GDPR.

Annex C — Sub-processors (confirm identities, purpose and data location before use)

Sub-processorPurposeLocation / transfer mechanism
[Hosting provider — e.g. Hetzner]Cloud hosting of the Website and data[Confirm UK/EEA region]
[SMS provider — e.g. Twilio]Automated SMS follow-up[Confirm — IDTA/Addendum if outside UK]
[Email provider — e.g. Resend]Transactional/follow-up email[Confirm — IDTA/Addendum if outside UK]
[AI provider — e.g. Anthropic]AI chat and quote features[Confirm — IDTA/Addendum if outside UK]

Schedule 2 — Order Form (template)

The commercial details of each engagement are recorded here. This is where the Fees, plan, minimum term and other specifics live, so the terms above can stay constant as offers change.

Client (legal name / trading name)________________________________
Client contact, email, phone, address________________________________
Client's trade and service areas________________________________
Area exclusivity (clause 3.5)[5]-mile radius from the Client's principal business address — while the plan is live, OwnLead will not build for another ____________ (trade) within this area
Domain name________________________________
Care Plan tier[ ] Starter   [ ] + Leads   [ ] Growth
Build Fee (one-off)£__________ (+VAT)   Deposit: £________
Care Plan fee (monthly)£__________ (+VAT) per month
Add-ons[ ] Managed Google Ads — £____/mo (Client pays Google directly for Media Spend)
[ ] Additional SEO / content — £____/mo   [ ] Google Business Profile setup — £____
Update Allowance__________ per month (does not roll over)
Support hours / response targets________________________________
Minimum Term________ months from the Go-Live Date
Notice period30 days' written notice (not before end of Minimum Term)
Payment method[ ] Direct Debit   [ ] Card   Billing date: ______
Special terms (if any)________________________________

Acceptance. By signing or accepting this Order Form, the Client agrees to the OwnLead Customer Terms & Conditions and confirms it is entering into the Agreement in the course of its business and not as a consumer.

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