GENERAL TERMS OF SERVICE

General Terms for all Lead Magnet services — Lead Magnet Oy

Lead Magnet Oy
Sturenkatu 26 LT 36, 00510 Helsinki, Finland
Business ID: 3466406-7 | VAT: FI34664067
info@leadmagnet.fi

Version 1.0 — Effective: 1 October 2026

1.Scope and Structure of the Agreement

1.1Application

These General Terms of Service (the “General Terms”) apply to all services provided by Lead Magnet Oy (“Lead Magnet,” “we,” or “us”) to the customer identified in the Service Agreement (the “Client” or “you”) (each a “Service” and together the “Services”).

1.2Contract documents

The agreement between the Parties consists of: (a) the Service Agreement; (b) the Service Terms for each Service listed in the Service Agreement, such as the LeadWaaS Service Terms and the LeadSEO Service Terms; (c) these General Terms; (d) the DPA, where applicable; and (e) any separately concluded NDA (together, the “Agreement”). Where the Service Agreement deviates from the Service Terms or these General Terms, the Service Agreement applies. The full order of precedence is set out in Section 18.

These General Terms apply to every Service. Service Terms apply only to the Service they describe. Service Terms that are not referenced in a Service Agreement do not apply to the Client.

1.3Acceptance

By signing a Service Agreement or by using the Services, the Client acknowledges that they have read, understood, and agreed to be bound by the Agreement. If the Client does not agree to the Agreement, they must not subscribe to or use the Services.

2.Definitions

In addition to terms defined elsewhere in these General Terms, the following definitions apply:

“Service Agreement” means the written agreement between Lead Magnet and the Client, including any order forms and amendments, specifying the Services to be provided, the applicable Service Terms, fees, the Initial Term of each Service, and any specific commercial terms.

“Service Terms” means the terms specific to a type of Service, published by Lead Magnet and referenced in the Service Agreement.

“DPA” means the Data Processing Agreement between Lead Magnet and the Client, governing the processing of personal data under Article 28 of the GDPR.

“NDA” means any separately concluded Non-Disclosure Agreement between Lead Magnet and the Client, where applicable.

“Initial Term” means the minimum subscription period for a Service, as specified in the Service Agreement or, where not specified there, in the applicable Service Terms.

“Renewal Term” means any continuation of a Service following its Initial Term, on the basis set out in the Service Agreement or, where it does not specify one, the rolling basis described in the applicable Service Terms.

“Subprocessors” means the third-party service providers used by Lead Magnet to deliver the Services, as listed in Appendix B of the DPA.

“Third-Party Services” means software, platforms, plugins, data sources, APIs, and other services provided by third parties that Lead Magnet uses to deliver the Services or with which the Services integrate.

“Client Content” means any text, images, videos, logos, brand assets, product and business information, or other content provided by the Client to Lead Magnet for use in the Services.

“Business Day” means Monday to Friday, excluding Finnish public holidays.

“Business Hours” means 8:00–17:00 Finnish time on Business Days.

“Parties” means Lead Magnet and the Client, and “Party” means either of them.

3.Ordering and Combining Services

3.1Ordering Services

Services are ordered through a Service Agreement. The Client may add Services by amending the Service Agreement. An amendment may be made by a written order confirmed by both Parties, including by email.

3.2Independent Services

Unless the Service Agreement provides otherwise, each Service has its own fees, Initial Term, and termination rights as set out in the Service Agreement and the applicable Service Terms. Termination of one Service does not affect the other Services, except as set out in Section 3.3.

3.3Dependent Services

Where a Service cannot function without another Service, such as a hosted component embedded in a website provided by Lead Magnet, the Service Agreement will identify the dependency. If the Service on which another depends ends, Lead Magnet will inform the Client of the effect, and the Client may terminate the dependent Service with effect from the same date. Termination on this basis does not release the Client from fees due for the remainder of the dependent Service's Initial Term.

3.4The LeadCore portal and the Lead Magnet app

Every Client has access to LeadCore, Lead Magnet's client portal, at no separate charge for as long as any Service is active. It is where the Client finds its reports, documents, invoices and service overview, raises work requests, and manages who on its side has access.

The Lead Magnet app is the same service on a phone. What a given person sees in it follows the permissions the Client has given them, and what the Client has subscribed to: notifications and the documents, invoices and requests they are entitled to see, and — where the Client subscribes to a Service that provides it — the ability to act, such as answering conversations.

The app is distributed through the public application stores. Lead Magnet does not control those stores, the mobile operating system versions they support, or the delivery of push notifications by Apple and Google, and does not warrant that a notification arrives within any particular time. Everything available in the app is also available in the portal, and no service level is measured against the app.

4.Fees and Payment

4.1Fees

The Client agrees to pay the fees set out in the Service Agreement. Unless otherwise stated, all fees are non-refundable and exclusive of value added tax, which is added in accordance with applicable law.

4.2Payment terms

Subscription fees are payable in advance of each billing cycle. The Client pays either by invoice or by card, as chosen in the Portal or agreed with Lead Magnet.

Where the Client pays by invoice, the Client authorises Lead Magnet to invoice the agreed amount at the agreed frequency, and each invoice is payable within the payment term stated on it.

Where the Client pays by card, fees are billed monthly and card payments are processed by Stripe Payments Europe, Ltd. The Client authorises Lead Magnet to charge the card the Client has saved in the Portal, through Stripe, for recurring fees on each billing date and for purchases made in the Portal, such as Coins, when they are made. Card details are held by Stripe and never by Lead Magnet. Invoices for card payments are kept by Stripe and are available in the Portal. The Client may replace or remove the card in the Portal at any time; once it is removed, the Client is invoiced.

4.3Late payments

If payment of an invoice is not received by the due date, Lead Magnet will issue a reminder invoice with a fourteen (14) day payment term and notify the Client by email.

If a card payment fails, the payment is retried over the following days and Lead Magnet notifies the Client by email of each failed attempt, with a link where the invoice can be paid at once; the Client may also save another card in the Portal. If the payment has still not succeeded when the retries end, Lead Magnet notifies the Client by email that the amount is outstanding, and it is payable within fourteen (14) days of that notice.

If payment remains outstanding, Lead Magnet reserves the right to suspend or terminate the affected Services. The consequences of suspension for each Service are set out in the applicable Service Terms. Where a genuine payment issue arises, Lead Magnet will, in good faith, seek a reasonable solution with the Client to avoid suspension.

4.4Price changes

Lead Magnet will not change the fees for a Service during its Initial Term, unless otherwise agreed in the Service Agreement. After the Initial Term, Lead Magnet may adjust fees for the Renewal Term with at least ninety (90) days' written notice. The Client may terminate the affected Service in accordance with the applicable Service Terms if they do not accept a fee change.

4.5Client inputs and delays

The Client agrees to provide content, information, access, and approvals in a timely manner. Billing for each Service commences on the date specified in the Service Agreement. Delays in providing content, information, access, or approvals do not pause or postpone billing.

4.6Additional work

Work outside the scope of a Service, as defined in the Service Agreement and the applicable Service Terms, is billed at Lead Magnet's standard hourly rate of €96 per hour (excluding VAT), unless otherwise agreed. Lead Magnet will obtain the Client's approval, which may be given by email, before starting additional work. Where immediate work is needed to restore a Service after an incident caused by the Client or a third party engaged by the Client, Lead Magnet may start the work without prior approval and will inform the Client as soon as practicable.

5.Client Responsibilities

5.1Accurate information

The Client agrees to provide accurate and complete information for billing, communication, and Service delivery purposes, and to keep such information up to date.

5.2Lawful use

The Client agrees to use the Services in compliance with all applicable laws and regulations. The Client is responsible for ensuring that Client Content does not infringe third-party rights or violate any law.

5.3Cooperation

The Client agrees to cooperate with Lead Magnet as reasonably required for the provision of the Services, including providing timely feedback, approvals, and access to systems or accounts as needed.

5.4Accounts and credentials

The Client is responsible for the security of its own accounts, devices, and credentials, and for the access it grants to its employees and third parties. The Client shall inform Lead Magnet without undue delay if it suspects that credentials relating to the Services have been compromised.

5.5Other service providers and Client-led changes

The Client shall inform Lead Magnet of any other party engaged to work on the websites, systems, or accounts that Lead Magnet provides or maintains, and of planned changes to them that may affect the Services. Lead Magnet is not responsible for the consequences of changes made by the Client or by third parties engaged by the Client.

Where Lead Magnet becomes aware of a Client instruction, or of a change made or planned by the Client or a third party, that is likely to materially harm the functionality, security, or search visibility of a website or system covered by the Services, Lead Magnet will inform the Client in writing of the expected effect. The decision to proceed, and its consequences, remain with the Client. Remediation of harm caused by such changes is additional work under Section 4.6, unless the applicable Service Terms state otherwise.

6.Third-Party Services and Licences

6.1Use of Third-Party Services

Lead Magnet uses Third-Party Services to deliver the Services. Lead Magnet selects these at its discretion and may replace a Third-Party Service with an equivalent service, provided the replacement does not materially reduce the Services.

6.2Disruptions

Lead Magnet is not responsible for outages, errors, or security incidents in Third-Party Services that are outside Lead Magnet's reasonable control. How Lead Magnet responds to such disruptions is described in the applicable Service Terms.

6.3Changes to Third-Party Services

Where a Third-Party Service changes its interface, API, functionality, or terms, the work required to adapt the Services to the change is additional work under Section 4.6, unless the applicable Service Terms state otherwise. Lead Magnet will inform the Client of the expected extent of the work.

6.4Services chosen by the Client

Where the Client requires the use of a specific Third-Party Service, or has a direct contract with its provider, the Client is responsible for that Third-Party Service's terms, costs, and suitability for the Client's purposes.

6.5Agency licences

Lead Magnet uses agency-level licences for certain third-party tools, such as premium plugins, themes, fonts, and image libraries. These licences do not transfer to the Client on termination of the Services or on transfer of any deliverable. The Client is responsible for purchasing its own licences where it needs the relevant functionality after the Services end.

7.Intellectual Property

7.1Lead Magnet intellectual property

All intellectual property rights in Lead Magnet's proprietary tools, software, frameworks, libraries, methods, templates, report formats, and backend systems, including improvements made in the course of the Services, remain with Lead Magnet or its licensors. Unauthorised copying, modification, reverse-engineering, or redistribution of them is prohibited.

7.2Deliverables

Ownership of, and licences to, the deliverables of each Service are governed by the applicable Service Terms.

7.3Client Content

Client Content remains the Client's property. The Client grants Lead Magnet a non-exclusive, worldwide licence to use, display, store, modify, and reproduce Client Content solely for the purpose of providing the Services. The Client warrants that it has all necessary rights to provide Client Content for use in the Services.

7.4References

Unless the Client requests otherwise in writing, Lead Magnet may name the Client as a customer and display work delivered to the Client in its portfolio, case studies, and marketing materials. The Client may request removal of any such reference at any time by written notice; Lead Magnet will comply within thirty (30) days. Service Terms may set out additional rules for specific types of data or work.

8.Term and Termination

8.1Term

Each Service commences on the date set out in the Service Agreement and continues in accordance with the applicable Service Terms. These General Terms remain in force for as long as any Service is active and, after that, to the extent needed for obligations that survive termination.

The Service Agreement may set a different term, notice period, termination right, or exit arrangement for any Service. Where it does, the Service Agreement applies in place of this Section 8 and the corresponding provisions of the applicable Service Terms.

8.2Termination by the Client

The Client may terminate a Service in accordance with the notice periods set out in the Service Agreement or, where the Service Agreement does not specify them, in the applicable Service Terms.

8.3Termination by Lead Magnet for cause

Lead Magnet may terminate or suspend any or all Services with immediate effect, without prior notice, if the Client: (a) fails to pay fees that remain outstanding more than thirty (30) days past due; (b) materially breaches the Agreement and fails to cure within fourteen (14) days of written notice; (c) uses the Services for unlawful purposes; or (d) becomes insolvent or subject to bankruptcy proceedings.

8.4Termination by Lead Magnet for convenience

Lead Magnet may terminate any Service for convenience by providing the Client with at least three (3) months' written notice, unless the Service Agreement or the applicable Service Terms provide for a longer period.

8.5Effect of termination

Upon termination of a Service: (a) the Client remains liable for any fees accrued up to the date of termination; (b) exports, handovers, and other exit arrangements are carried out as described in the Service Agreement or, where it does not address them, in the applicable Service Terms; (c) Lead Magnet shall delete or return Client personal data in accordance with the DPA, where applicable; and (d) Lead Magnet relinquishes its access to the Client's accounts and systems relating to that Service, except where access is needed for other active Services.

8.6Service discontinuation

If Lead Magnet discontinues a type of Service as a whole, Lead Magnet will provide the Client with written notice as set out in the Service Agreement or, where it does not specify a period, in the applicable Service Terms, and will reasonably assist the Client with an orderly transition.

9.Confidentiality and Non-Exclusivity

9.1General confidentiality

Each Party shall keep confidential any non-public information disclosed by the other Party in connection with the Services, including business information, technical information, performance data, customer data, pricing, and strategy (“Confidential Information”), and shall not disclose such Confidential Information to any third party except: (a) to employees, contractors, and Subprocessors who have a need to know and are bound by equivalent confidentiality obligations; (b) where required by law or court order; or (c) with the prior written consent of the disclosing Party.

9.2Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of the Agreement; (b) was lawfully known to the receiving Party prior to disclosure; (c) is lawfully obtained from a third party without breach of confidentiality; or (d) is independently developed without reference to the disclosing Party's Confidential Information. Analysis of publicly available web pages and search results does not constitute use of any party's Confidential Information.

9.3Relationship to a separate Non-Disclosure Agreement

Where the Parties have entered into a separate Non-Disclosure Agreement, that agreement governs the treatment of Confidential Information and prevails over this Section 9 to the extent of any conflict. This Section 9 applies as a baseline where no separate NDA has been concluded.

9.4Non-exclusivity

The Services are provided on a non-exclusive basis. Lead Magnet may provide services to other clients, including clients operating in the same industry or market as the Client, unless exclusivity has been expressly agreed in the Service Agreement. Lead Magnet will not use or disclose the Client's Confidential Information in work for other clients.

9.5Survival

The confidentiality obligations in this Section 9 survive termination of the Services for three (3) years.

10.Data Protection

10.1Data Processing Agreement

Where Lead Magnet processes personal data on behalf of the Client, the processing is governed by the DPA. The DPA forms an integral part of the Agreement and is mandatory for all engagements involving the processing of personal data. Where no DPA has yet been concluded, the Parties will conclude one before Lead Magnet is given access to systems containing personal data.

10.2Roles

In respect of personal data processed in connection with the Services, the Client is the controller and Lead Magnet is the processor within the meaning of the GDPR. The Client is responsible for: (a) the lawfulness of the processing; (b) maintaining a valid privacy policy on its websites; (c) responding to data subject requests; (d) any other obligations of a controller under applicable data protection law.

10.3Subprocessors

Lead Magnet uses Subprocessors to deliver the Services, as listed in Appendix B of the DPA. The Client grants general written authorisation for Lead Magnet to engage Subprocessors, subject to the notification and objection mechanism set out in the DPA.

10.4Security

Lead Magnet implements technical and organisational measures appropriate to the risk, as described in Appendix C of the DPA. The Client acknowledges that no system can guarantee absolute security and that the security of the Services depends in part on the Client's own practices, as described in Section 5.4.

11.Data Retention After Termination

Following termination of a Service, Lead Magnet will retain Client data relating to that Service for up to ninety (90) days to enable orderly export and transition, as further described in the applicable Service Terms. After this period, Lead Magnet will delete the data from active systems within thirty (30) days, and from backup systems within ninety (90) days, in accordance with the DPA where applicable.

Lead Magnet may retain Client data for longer periods only where required by applicable law (such as accounting or tax records), in which case the data will be securely stored and accessed only as required by law. Anonymised information from which neither the Client nor any individual can reasonably be identified is not Client data for the purposes of this Section 11.

12.Limitation of Liability

12.1Liability cap

Subject to Section 12.3, Lead Magnet's aggregate liability arising out of or in connection with the Agreement or any Service, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to Lead Magnet for all Services combined during the twelve (12) months immediately preceding the event giving rise to the claim. This cap applies to all Services and all claims together and is not multiplied by the number of Services or claims.

12.2Excluded damages

Lead Magnet shall not be liable to the Client for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of business opportunities, loss of search positions, traffic, or leads, or loss or corruption of data, regardless of whether such damages were foreseeable, and regardless of the basis of the claim.

12.3Carve-outs

Nothing in this Section 12 shall limit or exclude: (a) liability for fraud or wilful misconduct; (b) liability for death or personal injury caused by negligence; (c) any liability that cannot be limited or excluded under applicable mandatory law, including Article 82 of the GDPR (right to compensation of data subjects).

13.Indemnification

The Client shall indemnify and hold Lead Magnet, its affiliates, and its employees harmless from any claims, losses, damages, or costs (including reasonable legal fees) arising from: (a) the Client's use of the Services in breach of the Agreement or applicable law; (b) Client Content, or factual claims confirmed by the Client, that infringe third-party rights or violate law; (c) Client instructions followed by Lead Magnet that infringe third-party rights or violate law; (d) the Client's failure to comply with its data protection obligations as controller.

14.Force Majeure

Neither Party shall be liable for any delay or failure in performance to the extent that performance is prevented or materially hindered by causes beyond its reasonable control, including: natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics or public-health emergencies that directly prevent performance, accidents, strikes affecting the performing Party, shortages of essential transportation, fuel, energy, labour, or materials, and failures of Third-Party Services or upstream service providers that themselves qualify as force majeure events.

A Party affected by a force majeure event shall: (a) promptly notify the other Party of the nature, expected duration, and impact of the event; (b) take reasonable steps to mitigate the impact and resume performance; and (c) resume full performance as soon as the event no longer prevents or materially hinders performance.

If a force majeure event prevents or materially hinders performance for more than ninety (90) days, either Party may terminate the affected Services with written notice. Termination on this basis does not release either Party from obligations accrued before the termination.

15.Assignment

Neither Party may assign, transfer, or sub-licence its rights or obligations under the Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either Party may assign the Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under the Agreement.

16.Notices

Notices required under the Agreement shall be given in writing by email to the contact addresses specified in the Service Agreement, with confirmation of receipt where reasonably possible. Notices of termination, material breach, or claims shall additionally be sent by registered post or another verifiable delivery method to the registered address of the receiving Party. A notice is deemed delivered on the day of receipt by email, or three (3) business days after dispatch by registered post.

17.Modifications

Lead Magnet may modify these General Terms or any Service Terms from time to time to reflect changes in applicable law, the Services, or its operations. Changes will be communicated to the Client by email or through the Services with at least thirty (30) days' prior notice. Modifications to these General Terms or Service Terms do not change terms agreed in a Service Agreement, which can be changed only by written agreement of both Parties.

If a change is materially adverse to the Client (for example, a change reducing the Client's rights, increasing the Client's obligations, or changing key commercial terms), the Client may terminate without penalty, by written notice to Lead Magnet before the effective date of the change: (a) the affected Service, where the change concerns Service Terms; or (b) any or all Services, where the change concerns these General Terms. Continued use of the Services after the effective date of the change constitutes acceptance of the modified terms.

Minor changes that do not materially affect the Client's rights or obligations (such as clarifications, typographical corrections, or updates required by law) take effect upon notice, without a separate termination right.

18.Order of Precedence and Entire Agreement

18.1Order of precedence

In the event of conflict between the documents forming the Agreement, they apply in the following order: (a) the Service Agreement; (b) the Service Terms, in respect of the Service they describe; (c) these General Terms. The Service Agreement therefore prevails over the Service Terms and these General Terms in all matters it addresses, including scope, fees, the Initial Term, notice periods, termination rights, service levels, and exit arrangements. Where the Service Agreement is silent, the Service Terms apply, and where both are silent, these General Terms apply.

As exceptions to this order: (a) the DPA prevails over all other documents in respect of the processing of personal data; and (b) any separately concluded NDA prevails over Section 9 in respect of confidentiality.

18.2Entire agreement

The Agreement constitutes the entire agreement between the Parties in respect of the Services and supersedes all prior agreements, proposals, understandings, and communications relating to the same subject matter. Descriptions of the Services in Lead Magnet's marketing materials, website, proposals, and presentations, including examples of results achieved for other clients, are illustrative and do not form part of the Agreement unless incorporated into the Service Agreement.

18.3Replacement of earlier terms

For Clients whose Services were previously governed by the Lead Magnet WaaS Terms of Service (version 2.1), these General Terms together with the LeadWaaS Service Terms replace those terms from the effective date notified to the Client in accordance with Section 17. The Initial Term and fees agreed under the existing Service Agreement are not affected.

18.4Language versions

These General Terms and the Service Terms are available in English and Finnish. In the event of any discrepancy between the language versions, the English version prevails.

19.Governing Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

The Parties shall first seek to resolve any dispute arising under the Agreement by good-faith negotiation. If the dispute cannot be resolved within sixty (60) days of written notice of the dispute, it shall be finally settled by the District Court of Helsinki (Helsingin käräjäoikeus), Finland, unless the Parties agree in writing to submit the dispute to arbitration.

20.Severability

If any provision of the Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely reflects the original intent.

21.Contact

For questions, notices, or concerns regarding these terms or the Services, please contact:

Lead Magnet Oy

Sturenkatu 26 LT 36, 00510 Helsinki, Finland

Email: info@leadmagnet.fi

Web: leadmagnet.fi

Acknowledgement

By accepting these General Terms in the Lead Magnet client portal, or by signing a Service Agreement that refers to them, the Client confirms that they have read, understood and agree to be bound by these General Terms and by the Service Terms referenced in the Service Agreement. Lead Magnet records the date, the version accepted and the person who accepted them.