These Terms and Conditions ("Terms") govern your access to and use of the Leadmeister platform, website, and related services (together, the "Service"), operated by The iCentric Agency Ltd ("Leadmeister", "we", "us" or "our"), a company incorporated in England and Wales with company number 09873359, whose registered office is at Colworth House, Colworth Park, Sharnbrook, Bedfordshire, England, MK44 1LQ.

By creating an account, accessing or using the Service, you ("you", "your" or the "User") agree to be bound by these Terms. If you do not agree, you must not use the Service.

1. Definitions

• "Account" means the account you create to access the Service.
• "Contact Data" means information about third-party individuals or businesses (including names, job titles, employers, email addresses, phone numbers, social media handles and other professional information) accessed, retrieved, generated or processed through the Service.
• "CRM" means a customer relationship management system to which you connect the Service (currently Zoho CRM).
• "Free Tier" means access to the Service at no cost, subject to usage limits set by us from time to time.
• "Generated Content" means messages, drafts, summaries, or other outputs produced by the AI features of the Service, including but not limited to personalised emails and LinkedIn messages.
• "Outreach Communications" means any communication (including emails and LinkedIn messages) sent by you, on your behalf, or via integrations you authorise, using or based on Generated Content.
• "Subscription" means a paid plan giving you access to the Service for a recurring fee.
• "User Materials" means URLs, product descriptions, brand information, prompts, instructions and other content you submit to the Service.

2. Eligibility and Account Registration

2.1 You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Service.

2.2 You must use the Service only for legitimate business purposes. The Service is intended for business-to-business ("B2B") use only and is not intended for personal or consumer use.

2.3 Authentication and identity management for the Service are provided by Clerk. By creating an Account, you agree to Clerk's terms and privacy notices in addition to ours.

2.4 You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account. You must notify us immediately of any unauthorised use.

2.5 You must provide accurate, complete and current information when registering and keep it up to date.

3. The Service

3.1 The Service enables you to:

(a) search third-party databases of company and contact information to identify prospective business contacts;

(b) export Contact Data to your CRM;

(c) generate, with the assistance of AI, personalised Outreach Communications based on Contact Data, public profile and activity information, and User Materials; and

(d) manage and review Outreach Communications.

3.2 We may modify, suspend or discontinue any part of the Service at any time. Where reasonably practicable, we will give you prior notice of material changes that adversely affect paid Subscribers.

3.3 The Service may rely on third-party data sources, integrations and AI providers. The accuracy, completeness and availability of Contact Data and Generated Content depend on those third parties, and we make no guarantee as to their accuracy, currency, suitability for any purpose, or the deliverability of communications.

4. Free Tier and Subscriptions

4.1 Free Tier. We may offer a Free Tier with limited features and usage. We may change, restrict or withdraw the Free Tier at any time, without liability to you.

4.2 Subscriptions. Paid access to the Service is provided via recurring monthly Subscriptions purchased through our payment processor, Stripe. By subscribing, you authorise us (via Stripe) to charge your chosen payment method on a recurring basis until you cancel.

4.3 Pricing and taxes. Prices are as displayed on the Service at the time of purchase, exclusive of VAT and other applicable taxes unless stated otherwise. We may change prices on notice; changes will not affect your current billing cycle but will apply to subsequent renewals.

4.4 Renewals. Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date.

4.5 Cancellation. You may cancel your Subscription at any time through your Account settings. Cancellation takes effect at the end of the current billing period; you will retain access until that point.

4.6 Failed payments. If a payment fails, we may suspend or terminate your access to paid features until the outstanding amount is paid.

5. Refund Policy

5.1 Statutory cancellation rights. As the Service is intended for B2B use, statutory consumer cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not generally apply. Where they do apply (for example, to sole traders meeting the consumer definition), you have 14 days from the start of your Subscription to cancel for any reason. By beginning to use paid features within that period, you expressly agree that the Service is being supplied immediately and acknowledge that you may lose your right to cancel once the Service has been fully performed.

5.2 Standard refunds. Outside any applicable statutory right, monthly Subscription fees are non-refundable. We do not provide refunds or credits for partial months, unused features, or downgrades.

5.3 Discretionary refunds. We may, entirely at our discretion, issue a refund in exceptional circumstances (for example, prolonged Service unavailability caused by us). To request consideration, contact support@leadmeister.ai within 14 days of the relevant charge.

5.4 Chargebacks. If you initiate a chargeback without first contacting us to attempt resolution, we may suspend or terminate your Account.

6. Acceptable Use Policy

6.1 You agree to use the Service only in accordance with applicable laws and these Terms. You must not:

(a) use the Service to send unsolicited bulk communications ("spam") or any communication that breaches the Privacy and Electronic Communications (EC Directive) Regulations 2003 ("PECR"), the UK General Data Protection Regulation ("UK GDPR"), the EU GDPR, the CAN-SPAM Act, Canada's Anti-Spam Legislation, or any equivalent law applicable to you or your recipients;

(b) send Outreach Communications to recipients without a lawful basis (for example, legitimate interest properly assessed, consent, or another applicable lawful basis under data protection law);

(c) ignore or fail to honour opt-out, unsubscribe or objection requests from recipients;

(d) use the Service to harass, defame, deceive, threaten, or impersonate any person or entity, or to misrepresent your identity or affiliation;

(e) generate or send communications that are unlawful, fraudulent, misleading, obscene, discriminatory, or that infringe the rights (including intellectual property and privacy rights) of others;

(f) breach the terms of service of any third-party platform you communicate through, including LinkedIn's User Agreement and Professional Community Policies, or any email provider's anti-abuse or sending policies;

(g) automate, scrape, or extract data from the Service or any third-party platform in a manner that breaches that platform's terms;

(h) attempt to reverse engineer, decompile, or derive the source code of the Service, except to the extent permitted by mandatory law;

(i) interfere with the security, integrity or performance of the Service, or attempt to gain unauthorised access to it or to any related systems;

(j) use the Service to develop, train or improve any product or service that competes with the Service;

(k) resell, sublicense, or otherwise make the Service available to third parties without our prior written consent;

(l) use the Service in connection with any prohibited industries, including but not limited to: communications relating to firearms, illegal substances, adult content, gambling targeted at restricted jurisdictions, or pyramid/multi-level marketing schemes that are unlawful in the recipient's jurisdiction.

6.2 We may investigate suspected breaches and may suspend or terminate your Account immediately if we reasonably believe you have breached this section. We may also report illegal activity to law enforcement.

7. Your Responsibility for Outreach Communications

This section is important. Please read it carefully.

7.1 You are solely responsible for all Outreach Communications sent by you, on your behalf, or via integrations you authorise. The Service is a tool that assists you in producing and managing communications; it is not the sender or controller of those communications.

7.2 Generated Content is a draft for your review. AI-generated drafts may contain inaccuracies, hallucinations, outdated information, or content that is unsuitable, offensive, or unlawful in your context. You must review, edit and approve all Generated Content before it is sent. By instructing the Service to send (or by sending) Generated Content, you confirm that you have reviewed it and accept full responsibility for its content.

7.3 You are the data controller in respect of Contact Data you process and Outreach Communications you send. You are responsible for:

(a) determining the lawful basis for processing personal data of recipients;

(b) providing privacy notices to recipients where required;

(c) honouring data subject rights (access, rectification, erasure, objection, etc.) in respect of Contact Data you control;

(d) maintaining suppression and unsubscribe lists;

(e) complying with PECR, UK GDPR, EU GDPR, CAN-SPAM, CASL and any other applicable marketing or data protection laws; and

(f) ensuring your use of the Service complies with the terms of any third-party platform (including LinkedIn) and your CRM provider.

7.4 You authorise AI-assisted creation. By using the AI features, you expressly authorise us and our AI sub-processors to use Contact Data, public profile and activity information you supply or instruct us to retrieve, and User Materials, to generate drafts of Outreach Communications on your behalf. You acknowledge that:

(a) AI processing involves automated analysis of personal data and that you are responsible for any disclosures or assessments required as a result (including, where applicable, a Data Protection Impact Assessment);

(b) Generated Content is produced based on inputs you provide or authorise; and

(c) you remain responsible for the final form and sending of any communication.

7.5 You indemnify us in accordance with section 12 against claims, losses and liabilities arising from your Outreach Communications, your use of Contact Data, or your breach of this section.

8. Third-Party Services

8.1 The Service integrates with or relies upon third-party services, including:

• Clerk (authentication and identity management);
• Stripe (payment processing);
• Zoho CRM (CRM integration);
• LinkedIn and email providers (delivery channels for Outreach Communications);
• AI model providers; and
• Third-party data providers for Contact Data.

8.2 Your use of these third-party services is subject to their own terms and privacy notices. We are not responsible for the acts, omissions, availability, or content of any third-party service.

8.3 We may change, add, or remove third-party integrations at any time.

9. Intellectual Property

9.1 Our IP. The Service, including all software, designs, text, graphics, and other content (other than User Materials, Contact Data and Generated Content as set out below), is owned by us or our licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service in accordance with these Terms.

9.2 Your IP. You retain ownership of User Materials. You grant us a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display and otherwise use User Materials and Contact Data for the purpose of providing and improving the Service, in accordance with our Privacy Policy and any Data Processing Agreement.

9.3 Generated Content. Subject to your compliance with these Terms and payment of applicable fees, as between you and us, you own the Generated Content produced for you. You acknowledge that:

(a) AI outputs are not always unique and similar content may be generated for other users;

(b) we make no warranty that Generated Content will not infringe third-party rights; and

(c) you are responsible for reviewing Generated Content before use.

9.4 Feedback. If you provide us with feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction.

10. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is marked as confidential or that should reasonably be understood to be confidential, and shall use it only for the purposes of these Terms. This obligation does not apply to information that is or becomes publicly available other than through breach of these Terms, or that is required to be disclosed by law.

11. Disclaimers and Warranties

11.1 The Service is provided "as is" and "as available". To the maximum extent permitted by law, we exclude all representations, warranties, conditions, and other terms (whether express or implied) other than those expressly set out in these Terms.

11.2 In particular, we do not warrant that:

(a) the Service will be uninterrupted, error-free, secure or free of harmful components;

(b) Contact Data will be accurate, current or complete;

(c) Generated Content will be accurate, suitable, non-infringing or fit for any particular purpose; or

(d) any Outreach Communications will be delivered, received, or generate any particular response or outcome.

11.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

12. Limitation of Liability

12.1 Subject to clause 11.3:

(a) we shall not be liable for any indirect, special, incidental, consequential, or punitive damages, or for any loss of profits, revenue, business, anticipated savings, goodwill, data, or opportunity, whether arising in contract, tort (including negligence), under statute or otherwise, even if foreseeable;

(b) we shall not be liable for any loss arising from: (i) Outreach Communications you send or authorise; (ii) the acts or omissions of recipients, third-party platforms (including LinkedIn), CRM providers, payment processors, or data providers; (iii) your breach of these Terms or applicable law; or (iv) inaccuracies in Generated Content or Contact Data; and

(c) our total aggregate liability to you arising out of or in connection with the Service and these Terms, whether in contract, tort (including negligence), under statute or otherwise, in any 12-month period, shall not exceed the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim, or, if you are on the Free Tier or have paid no fees, £100.

12.2 You acknowledge that the limitations in this section are reasonable given the nature of the Service and the fees charged.

13. Indemnity

You shall indemnify and hold harmless Leadmeister, its officers, employees, agents and affiliates from and against all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

(a) your use of the Service;

(b) any Outreach Communications sent by you or on your behalf;

(c) your use of Contact Data and Generated Content;

(d) your breach of these Terms, including the Acceptable Use Policy;

(e) your breach of applicable laws (including data protection and anti-spam laws); and

(f) your infringement of any third-party rights.

We will notify you promptly of any such claim and may, at our option, take control of the defence and settlement.

14. Suspension and Termination

14.1 We may suspend or terminate your Account or access to the Service immediately, without notice and without refund, if:

(a) you breach these Terms (including the Acceptable Use Policy);

(b) we are required to do so by law, regulator, court order, or third-party platform;

(c) we reasonably suspect fraud, abuse, or unlawful activity; or

(d) continuing to provide the Service to you may create risk to us, other users, or third parties.

14.2 You may terminate your Account at any time by cancelling your Subscription (where applicable) and discontinuing use of the Service. Termination does not entitle you to a refund except as expressly set out in section 5.

14.3 On termination, your right to use the Service ends immediately. We may delete data associated with your Account, subject to our retention obligations under applicable law and our Privacy Policy.

14.4 Sections that by their nature should survive termination (including 7, 9, 10, 11, 12, 13, 14.3, 16 and 17) shall survive.

15. Data Protection and Data Processing Agreement

15.1 Our processing of personal data is described in our Privacy Policy.

15.2 To the extent that we process personal data on your behalf as a processor (for example, when generating Outreach Communications based on Contact Data you supply or instruct us to retrieve), the Data Processing Agreement ("DPA") set out at the end of these Terms applies and forms part of our agreement with you. The DPA is incorporated by reference and binds you upon acceptance of these Terms. No separate signature is required, although we will execute a counterpart DPA on request from B2B customers who require one.

15.3 You warrant that you have all necessary rights, lawful bases, and (where required) consents to instruct us to process Contact Data, and that your instructions to us comply with applicable data protection law.

16. General

16.1 Changes to the Terms. We may amend these Terms from time to time. We will notify you of material changes by email or via the Service. Continued use after changes take effect constitutes acceptance.

16.2 Notices. Notices to us should be sent to legal@leadmeister.ai or to our registered office. Notices to you may be given to the email address associated with your Account.

16.3 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.4 Entire agreement. These Terms (together with the Privacy Policy and DPA) constitute the entire agreement between you and us in relation to the Service and supersede any prior agreements.

16.5 Severability. If any provision is held invalid or unenforceable, the remainder shall continue in full force.

16.6 No waiver. A failure or delay in exercising a right is not a waiver.

16.7 Third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

16.8 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation, fuel, energy, labour or materials.

17. Governing Law and Jurisdiction

17.1 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

17.2 The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

18. Contact

If you have questions about these Terms, please contact us:

The iCentric Agency Ltd Colworth House, Colworth Park Sharnbrook, Bedfordshire England, MK44 1LQ Email: legal@leadmeister.ai

Annex 1 — Data Processing Agreement (DPA)

This DPA forms part of and is incorporated into the Terms and Conditions between The iCentric Agency Ltd ("Processor") and the User ("Controller"). It governs the Processor's processing of Personal Data on behalf of the Controller in connection with the Service.

1. Definitions

Terms used but not defined in this DPA have the meaning given in the UK GDPR or EU GDPR (as applicable). "Applicable Data Protection Law" means the UK GDPR, the Data Protection Act 2018, the EU GDPR, PECR, and any other applicable data protection or privacy laws.

2. Subject Matter, Duration, Nature and Purpose

ItemDetailsSubject matterProvision of the Leadmeister Service.DurationThe term of the Terms and Conditions, plus any retention period required by law.Nature and purposeHosting, retrieval, generation and transmission of Outreach Communications and related data; AI-assisted drafting; CRM integration.Categories of data subjectsBusiness contacts identified by or for the Controller, including prospective customers and professional contacts.Categories of personal dataName, business contact details (email, phone), employer, job title, public professional profile information (e.g. LinkedIn), and content of Outreach Communications.Special categoriesNone intentionally processed. The Controller must not submit special category data unless expressly agreed.

3. Controller and Processor Roles

3.1 The Controller determines the purposes and means of processing Personal Data. The Processor processes Personal Data only on the Controller's documented instructions, including those set out in the Terms and the Service configuration.

3.2 If the Processor is required to process Personal Data for a different purpose by law, it shall inform the Controller before doing so unless prohibited.

4. Processor Obligations

The Processor shall:

(a) process Personal Data only on documented instructions from the Controller;

(b) ensure that personnel authorised to process Personal Data are bound by confidentiality;

(c) implement appropriate technical and organisational measures (Annex A below);

(d) assist the Controller, taking into account the nature of the processing, in responding to data subject requests and in fulfilling the Controller's obligations under Articles 32–36 of the UK GDPR;

(e) at the Controller's choice, delete or return all Personal Data after the end of the provision of services, unless retention is required by law;

(f) make available all information necessary to demonstrate compliance with this DPA and allow for and contribute to audits, including inspections, conducted by the Controller or an auditor mandated by it (subject to reasonable notice, frequency limits and confidentiality undertakings); and

(g) immediately inform the Controller if, in its opinion, an instruction infringes Applicable Data Protection Law.

5. Sub-processors

5.1 The Controller grants the Processor general authorisation to engage Sub-processors. Current Sub-processors are listed in our Privacy Policy and may include providers of authentication, payment processing, hosting, CRM integration, AI services, email delivery and data enrichment.

5.2 The Processor will inform the Controller of any intended changes concerning the addition or replacement of Sub-processors. The Controller may object on reasonable data protection grounds within 14 days; if the parties cannot agree, the Controller may terminate the affected services.

5.3 The Processor remains liable for the acts and omissions of its Sub-processors as if they were its own.

6. International Transfers

Where Personal Data is transferred outside the UK or EEA, the Processor shall ensure an appropriate transfer mechanism is in place, such as the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or the EU Standard Contractual Clauses, or transfers to jurisdictions with an adequacy decision.

7. Personal Data Breaches

The Processor shall notify the Controller without undue delay (and in any event within 72 hours) after becoming aware of a Personal Data Breach affecting the Controller's data, providing the information necessary for the Controller to meet its own notification obligations.

8. Liability

The liability of each party under or in connection with this DPA is subject to the limitations and exclusions of liability set out in the Terms.

9. Conflict

In the event of conflict between this DPA and the Terms in respect of data protection matters, this DPA prevails.

Annex A — Technical and Organisational Measures

The Processor implements measures appropriate to the risk, including:

• encryption of Personal Data in transit (TLS) and at rest where applicable;
• access controls and least-privilege user permissions, with authentication via Clerk;
• secure software development practices and dependency management;
• network segmentation, firewalls and intrusion detection;
• regular backups and tested recovery procedures;
• logging and monitoring of access to Personal Data;
• vendor management and due diligence on Sub-processors;
• staff confidentiality undertakings and security awareness training;
• documented incident response procedures; and
• physical security of facilities used to provide the Service (managed via reputable cloud providers).