Clarity Media Leads

Terms & Conditions / Master Services Agreement

Company Name: Clarity Media Leads
Registered Address: 86-90 Paul Street, London, EC2A 4NE, United Kingdom

Effective Date: 14 May 2026

1. Introduction

This Terms & Conditions / Master Services Agreement (“Agreement”) is entered into between Clarity Media Leads (“Agency”, “we”, “our”, or “us”) and the client (“Client”, “you”, or “your”).

By engaging Clarity Media Leads for any marketing, advertising, lead generation, automation, AI systems, appointment booking, or consulting services, you acknowledge that you have read, understood, and agreed to be legally bound by this Agreement.

This Agreement governs all services provided by Clarity Media Leads unless otherwise agreed in writing.

2. Services

Clarity Media Leads provides digital marketing and business growth services including but not limited to:

Lead generation

Paid advertising management

AI appointment booking systems

AI receptionist systems

CRM integrations

Funnel creation

SMS and email automation

Appointment setting

Marketing consulting

Campaign optimisation

Creative production

Business automation services

The exact scope of services shall be determined during onboarding, sales calls, written proposals, invoices, onboarding forms, or other written communication.

No specific marketing strategy, platform, or deliverable is guaranteed unless explicitly stated in writing.

3. Client Responsibilities

The Client agrees to:

Provide accurate business information;

Provide timely access to advertising accounts, CRM systems, domains, social media accounts, and communication tools;

Respond to communications and approval requests within reasonable timeframes;

Maintain lawful business operations and required licences;

Cooperate reasonably with Agency requests;

Maintain sufficient advertising budget where applicable;

Respond promptly to incoming leads and appointments.

Failure to fulfil Client responsibilities may negatively impact campaign performance and may void any performance guarantee at Agency’s sole reasonable discretion.

4. No Guaranteed Results

While Agency uses commercially reasonable efforts to generate results, Client acknowledges that marketing outcomes depend on numerous factors outside Agency’s control.

Except where explicitly stated in Section 5 (Performance Guarantee), Agency does not guarantee:

Revenue increases;

Profitability;

Sales volume;

Closed deals;

Market dominance;

Return on ad spend;

Lead quality beyond agreed qualification standards;

Continuous platform availability;

Advertising approval by third-party platforms.

Client acknowledges that digital marketing involves variables outside Agency’s control, including platform algorithms, market conditions, competitor activity, consumer behaviour, technical outages, and regulatory changes.

5. Performance Guarantee

5.1 Performance Target

Agency commits to delivering thirty (30) or more Qualified Appointments within the initial ninety (90) day term of the engagement, subject to all terms, conditions, exclusions, and requirements outlined in this Agreement.

5.2 Qualified Appointment Definition

A “Qualified Appointment” means an appointment or consultation scheduled with a prospective customer who:

Resides within Client’s agreed service area;

Owns the property or business requiring service;

Has expressed legitimate interest in Client’s services;

Has confirmed the appointment via SMS, phone, email, or booking system;

Is reasonably contactable;

Is not spam, fraudulent, or duplicate;

Has not been a customer of Client within the previous twelve (12) months.

Agency shall determine, at its sole reasonable discretion, whether a lead or appointment qualifies under this definition.

Appointments failing to meet all criteria may not count toward the performance target but shall not constitute failure of service.

5.3 Conditions Precedent

The Performance Guarantee is strictly conditional upon Client maintaining all of the following throughout the engagement:

Maintaining agreed advertising budgets;

Responding to all qualified leads within sixty (60) minutes during business hours, or utilising Agency-approved automation systems;

Attending or rescheduling at least ninety percent (90%) of appointments;

Maintaining a professional online business reputation;

Approving creatives, copy, and campaign changes within forty-eight (48) hours;

Providing all requested information and account access promptly;

Not engaging competing marketing providers for the same services during the term;

Not pausing campaigns, ad spend, or systems without Agency approval;

Maintaining active phone, CRM, SMS, email, and communication systems;

Complying with all applicable laws and advertising platform policies.

Failure to maintain any of these conditions may void the Performance Guarantee at Agency’s sole reasonable discretion.

5.4 Cure Period

If the Performance Target is not achieved within the initial ninety (90) day term, and Client has fully complied with all Conditions Precedent, Agency shall continue providing services without management fees for one (1) additional thirty (30) day cure period.

At the conclusion of the cure period, the engagement shall conclude automatically regardless of whether the performance target has been achieved.

Agency shall have no further obligation beyond the cure period.

5.5 Notice Requirement

Client must provide written notice within seven (7) days following the conclusion of the initial ninety (90) day term if Client intends to invoke the cure period.

Failure to provide timely written notice shall constitute a full waiver of the Performance Guarantee.

5.6 Force Majeure / Market Conditions

The Performance Guarantee shall be suspended, extended, modified, or rendered unenforceable where performance is materially affected by circumstances outside Agency’s reasonable control, including but not limited to:

Meta/Facebook, Google, TikTok, or other platform policy changes;

Ad account restrictions, suspensions, or bans;

A2P messaging restrictions or carrier filtering;

Third-party outages;

CRM or software failures;

Hosting issues;

Internet outages;

Economic downturns;

Housing market changes;

Platform outages exceeding forty-eight (48) hours;

Government action;

Natural disasters;

Pandemics;

Changes to consumer demand;

API failures;

Telecommunications issues;

Third-party vendor failures.

Agency shall use commercially reasonable efforts to resolve technical issues within its control; however, issues outside Agency’s control shall not entitle Client to refunds, cancellations, chargebacks, damages, or termination rights.

5.7 Exclusive Remedy

The cure period described in Section 5.4 shall be Client’s sole and exclusive remedy regarding any alleged failure to achieve the Performance Target.

Under no circumstances shall Agency be liable for refunds, damages, credits, consequential losses, lost profits, or compensation relating to the Performance Guarantee.

5.8 No Refunds

All payments made to Agency are final and non-refundable.

This includes but is not limited to:

Setup fees;

Marketing fees;

Advertising management fees;

Consulting fees;

Automation fees;

Retainers;

Deposits;

Software fees.

Client acknowledges that Agency allocates labour, advertising resources, software access, onboarding costs, operational expenses, and strategic resources immediately upon engagement.

5.9 Continuation of Services

Following completion of the initial engagement period, services may continue on a rolling basis unless terminated in writing by either party in accordance with this Agreement.

6. Payment Terms

Client agrees to pay all invoices, recurring fees, advertising budgets, software costs, and agreed charges in accordance with payment terms communicated by Agency.

Late payments may result in:

Suspension of services;

Paused campaigns;

Restricted account access;

Legal recovery action;

Collection activity;

Interest charges where legally permitted.

Agency reserves the right to charge reasonable administrative, legal, and debt recovery costs associated with overdue payments.

7. Chargebacks & Payment Disputes

Client expressly agrees not to initiate or attempt any chargeback, payment reversal, bank dispute, PayPal dispute, Stripe dispute, card scheme dispute, or unauthorised payment claim where:

Services have commenced;

Agency has allocated resources;

Advertising campaigns have been prepared or launched;

Systems have been configured;

Client has received consultations, strategy, leads, appointments, or marketing services;

Client has agreed to this Agreement.

Client acknowledges that Agency maintains records including but not limited to:

Signed agreements;

Email communications;

Call recordings where legally permitted;

Onboarding submissions;

CRM records;

Lead delivery logs;

Campaign records;

SMS logs;

Appointment records;

Access logs;

IP records;

Invoices;

Payment confirmations.

These records may be submitted as evidence to Stripe, banks, payment processors, card issuers, arbitration providers, or legal authorities.

Where a Client initiates an improper chargeback or payment dispute in breach of this Agreement, Client shall remain fully liable for:

The disputed amount;

All outstanding balances;

Collection costs;

Legal fees;

Administrative costs;

Chargeback fees;

Interest where legally permitted.

Agency reserves the right to pursue recovery through legal proceedings, debt collection agencies, arbitration, or other lawful means in any applicable jurisdiction.

Client agrees that performance dissatisfaction alone shall not constitute grounds for chargeback where Agency has materially performed services.

8. Intellectual Property

Unless otherwise agreed in writing:

Agency retains ownership of its proprietary systems, processes, frameworks, templates, strategies, automations, software configurations, and internal materials;

Client retains ownership of Client-owned branding and pre-existing intellectual property;

Agency may use general learnings, methodologies, and anonymised performance data for internal business purposes.

Client shall not copy, reproduce, resell, distribute, or reverse engineer Agency systems without written consent.

9. Confidentiality

Both parties agree to maintain confidentiality regarding proprietary business information, trade secrets, pricing, systems, marketing data, customer information, and internal processes.

Confidential information shall not be disclosed to third parties except where required by law.

10. Non-Disparagement

During the engagement and for twelve (12) months following termination, neither party shall knowingly publish false, misleading, malicious, or defamatory statements regarding the other party.

This includes online reviews, social media posts, forums, videos, interviews, or public commentary.

Nothing in this clause restricts truthful statements required by law.

11. Limitation of Liability

To the fullest extent permitted by law, Agency’s total liability arising out of or related to this Agreement shall not exceed the total amount paid by Client to Agency during the three (3) months immediately preceding the claim.

Under no circumstances shall Agency be liable for:

Lost profits;

Indirect damages;

Consequential damages;

Business interruption;

Reputational harm;

Lost opportunities;

Data loss;

Platform restrictions;

Third-party software failures.

12. Indemnification

Client agrees to indemnify and hold harmless Clarity Media Leads, its directors, contractors, employees, agents, and affiliates against any claims, damages, liabilities, costs, or expenses arising from:

Client’s business operations;

Client’s advertising claims;

Legal violations by Client;

Misuse of services;

Breach of this Agreement;

Chargeback disputes;

Third-party claims relating to Client content.

13. Termination

Agency may suspend or terminate services immediately where:

Client breaches this Agreement;

Client becomes abusive or threatening;

Client initiates improper payment disputes;

Client violates laws or platform policies;

Continued service creates legal or reputational risk.

Termination shall not relieve Client of outstanding payment obligations.

14. Independent Contractor Relationship

Agency acts solely as an independent contractor.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, or fiduciary relationship.

15. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.

Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes prior discussions, understandings, or representations.

Any amendments must be agreed in writing.

17. Acceptance

By purchasing services, signing electronically, paying an invoice, replying in writing, completing onboarding, or otherwise engaging Agency services, Client acknowledges acceptance of this Agreement.

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Company Name: Clarity Media Leads
Address: 86-90 Paul Street, London, EC2A 4NE, United Kingdom

Effective Date: 14 May 2026