General Terms and Conditions of Service

2.1. Contracting Legal Entity. “42leads” is a productized B2B service brand operated exclusively by GEDZU PTE. LTD. (Singapore UEN: 201813236M). All contractual relationships, invoicing, and legal rights and obligations under this Agreement exist solely between Client and GEDZU PTE. LTD.

2.2. Exclusive B2B Application. The Services are offered and provided exclusively to commercial businesses, corporate entities, and professionals acting in an independent commercial capacity (Unternehmer within the meaning of § 14 of the German Civil Code / BGB). Consumer protection statutes, consumer withdrawal rights, and consumer dispute resolution frameworks do not apply to this Agreement.

2.3. On-Demand Custom Extraction Contractor (No Multi-Tenant Broker Database). Client acknowledges and agrees that GEDZU PTE. LTD. is not a data broker, credit reporting agency, or licensor of a pre-compiled, multi-tenant database of personal profiles. Provider does not maintain a self-serve repository of contacts for resale. Instead, Provider acts strictly as an on-demand technical research and extraction contractor. Every web extraction run and every AI Signal-Scoring run is initiated strictly upon Client’s explicit commission and configured in accordance with Client’s custom Playbook.

2.4. Unauthenticated Public Web Sources Only. Provider executes automated data retrieval exclusively on publicly accessible, unauthenticated web pages (including public business directories, public review portals, corporate websites, and public customer reviews) that are open to the general internet without bypassing login walls, paywalls, authentication gates, or cryptographic access controls. Provider paces automated requests responsibly to prevent any functional impairment of third-party servers.

3.1. Playbook Approval & Shared Buying Causality Scope. Prior to initiating Playbook engineering or batch execution, the Parties shall document and confirm the applicable Playbook in writing (including via email, onboarding questionnaire, or workspace ticket). Each commissioned Playbook covers one (1) shared buying causality and its associated multi-category industry taxonomy cluster and signal rubric; regional geographic expansion within the same vertical cluster is included in accordance with the selected commitment tier. Client is solely responsible for the strategic selection and legality of the target markets, industries, and signal criteria specified in the Playbook.

3.2. Delivery Medium & Schema. Unless otherwise specified in an Order, Provider delivers all Deliverables via a dedicated, single-tenant Protected Dual-Tab Delivery Schema (Primary Signal & Executive Tab + Optional Territory Pool) shared via Google Sheets, CSV, and/or an optional HTTP webhook endpoint provided by Client.

3.3. Delivery Timelines (Custom Sample Scoping; Initial Full Batch within 5 Business Days). Standard Playbook scoping provides a Written Feasibility Check & Custom 5-Row Sample prior to order sign-off. Following joint Sample Sign-Off and receipt of upfront payment, the Initial Full Batch is delivered within five (5) Business Days, followed by scheduled monthly or bi-weekly batch deliveries for ongoing commitments. Delivery dates or turnaround times communicated by Provider are good-faith technical estimates based on target source complexity and compute queue volumes. Time shall not be of the essence unless expressly agreed in a signed written Order.

3.4. Included Optimization Cycles and Subsequent Change Fees. Depending on the commitment term selected by Client, a Playbook may include scheduled optimization cycles (delivered as a written 1-Click Optimization Proposal or optional 15-minute calibration call), regional geo-expansion within the same vertical cluster, and/or annual Playbook switch allowances as specified in the current pricing schedule published at 42leads.com/#pricing (index.html#pricing) or as explicitly agreed in the Client’s individual Order or Upwork Milestone. Any additional filter adjustments, prompt modifications, or full Playbook/vertical switches requested by Client outside the allowances included in Client’s commitment tier are governed by the applicable change fees published on 42leads.com/#pricing (index.html#pricing) or as explicitly agreed in the Client’s individual Order or Upwork Milestone.

4.1. Package Structure, Setup Fee Waivers, and Commitment Discounts. Services are billed according to the Playbook Setup & Monthly Lead Package tier (Core 150, Scale 300, High-Velocity 500, or custom scope), commitment duration, custom pilot or directory sweep scope, and optional add-on modules selected by Client. Applicable setup fees, Setup Fee waivers, monthly lead quotas, commitment discounts, multi-playbook discounts, add-on fees, and change fees are governed by the current pricing schedule published at 42leads.com/#pricing (index.html#pricing) as of the Order effective date, or as explicitly agreed in the Client’s individual Order or Upwork Milestone.

4.2. Payment Terms & Settlement Methods. Unless otherwise agreed in writing or governed by an active escrow milestone, all invoices issued by GEDZU PTE. LTD. are payable upfront prior to Playbook setup and batch execution, or, for ongoing multi-month commitments, within seven (7) calendar days of the invoice date, in the currency specified on the invoice (USD, EUR, or SGD), without set-off, counterclaim, or withholding. Multi-month commitments, annual commitments, and custom enterprise invoices shall be settled via the applicable payment method (Credit Card via Stripe or international Bank Wire / SEPA / ACH) specified on 42leads.com/#pricing or in the Client’s individual Order or Upwork Milestone.

4.3. Taxes. All fees stated in an Order are exclusive of applicable value-added tax (VAT), goods and services tax (Singapore GST), sales tax, or withholding taxes. For cross-border B2B services supplied by GEDZU PTE. LTD. from Singapore to corporate entities established outside Singapore (including in the European Union or the United States), invoices are issued in accordance with Singapore GST zero-rating rules for international services, and Client shall account for any applicable local reverse-charge VAT or use tax in Client’s jurisdiction.

5.1. Objective Qualification Standard. Whether a delivered record constitutes a billable Qualified Lead is determined solely by reference to the objective data parameters and AI Signal-Scoring thresholds documented in the agreed Playbook.

5.2. Five (5) Business Day Inspection Window. Client shall inspect the Deliverables within five (5) Business Days following the timestamp on which Provider shares the Google Sheet / CSV or transmits the webhook payload (“Inspection Period”). To report any Materially Defective Record, Client must submit a written notice to Provider before the expiration of the Inspection Period identifying the specific row(s) in the Deliverable and providing verifiable technical proof of the defect (e.g., SMTP hard-bounce log or duplicate row reference).

5.3. Deemed Acceptance. Any record in the Deliverables that is not disputed by Client with objective technical proof within the five (5) Business Day Inspection Period shall be irrevocably deemed accepted as a compliant, billable Qualified Lead.

5.4. Exclusive Remedy (1-for-1 Replacement; No Cash Refunds). Because custom web extraction compute, proxy bandwidth, and third-party LLM API tokens are irrevocably consumed during the execution of Client’s Playbook, all Playbook Setup Fees and fees paid or payable for Monthly Lead Packages are strictly non-refundable. Client’s sole and exclusive remedy, and GEDZU PTE. LTD.’s entire liability, for any timely verified Materially Defective Record shall be for Provider to deliver one (1) replacement Qualified Lead matching the Playbook criteria for each verified Materially Defective Record within a commercially reasonable period (or, at Provider’s sole discretion, to apply a pro-rata lead replacement toward Client’s next batch).

6.1. Probabilistic Nature of AI Signal-Scoring. Client acknowledges that AI Signal-Scoring is generated using third-party Large Language Models (including the Google Gemini API) that analyze unstructured public text through statistical probability. AI Signal-Scoring outputs, buying-signal tags, and generated rationales are probabilistic heuristics intended solely as decision-support metadata and do not constitute certified audits, verified factual statements, or professional advice. Large Language Models may occasionally misinterpret context, produce incomplete inferences, or reflect biases present in underlying public web text.

6.2. Third-Party Public Source Accuracy. The underlying corporate details, directory attributes, and public reviews processed by Provider originate from third-party websites and public contributors over which GEDZU PTE. LTD. exercises no editorial control. While Provider applies automated validation filters in accordance with the Playbook, Provider does not warrant that public web sources are exhaustive, current to the minute, or free from third-party error.

7.1. Provider Background IP. GEDZU PTE. LTD. and its licensors retain all right, title, and interest (including all copyright, trade secret, patent, and other intellectual property rights) in and to the 42leads brand, the Background IP, extraction workflows, prompt templates, and scoring methodologies. Nothing in this Agreement transfers ownership of any Background IP to Client.

7.2. Ownership and License of Deliverables. Subject to Client’s payment in full of all applicable fees under the relevant Order, GEDZU PTE. LTD. hereby assigns to Client all assignable right, title, and interest in the custom-compiled Deliverables generated specifically for Client, and, to the extent any underlying factual elements, structures, or formatting are not assignable under applicable law, grants Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license to use, copy, import into Client’s CRM or sales engagement platforms, modify, and commercially exploit the Deliverables for Client’s internal B2B marketing, sales, and business intelligence operations.

7.3. Feedback. If Client provides suggestions, Playbook optimization ideas, or general product feedback regarding the 42leads service (“Feedback”—excluding Client’s confidential business data), Provider is granted a perpetual, irrevocable, worldwide, royalty-free license to incorporate and use such Feedback to improve its services without restriction or obligation.

8.1. Strict Separation of Research and Outreach. GEDZU PTE. LTD. performs custom data extraction and scoring and delivers static research outputs to Client. GEDZU PTE. LTD. does not send marketing emails, place telephone calls, or transmit commercial messages to any business or individual listed in the Deliverables.

8.2. Client Outbound Compliance Warranty. Client warrants and represents that Client is solely and exclusively responsible for determining how, when, and through which communication channel (e.g., postal mail, manual telephone call, social selling, or electronic mail) Client contacts any business or individual identified in the Deliverables. Without limiting the generality of the foregoing, Client covenants that its use of the Deliverables and all subsequent outreach campaigns shall comply strictly with all applicable laws and regulations in the target jurisdiction. In Germany and the European Union (DACH/EEA), Client shall comply with § 7 of the German Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb — UWG) (including restricting cold electronic mail to recipients where lawful consent exists under § 7(2) No. 2 UWG, and ensuring B2B telephone outreach satisfies the objective criteria for presumed consent / mutmaßliche Einwilligung under § 7(2) No. 1 UWG), as well as fulfilling all Data Controller transparency and information duties upon first communication pursuant to Article 14(3) of the EU General Data Protection Regulation (GDPR) and honoring all Article 21 GDPR opt-out and objection requests immediately. In the United States, Client shall comply with the federal CAN-SPAM Act of 2003 (15 U.S.C. § 7701 et seq., including accurate header information, non-deceptive subject lines, disclosure of Client’s valid physical postal address, and a functional opt-out mechanism honored within 10 business days), the Telephone Consumer Protection Act (TCPA) (47 U.S.C. § 227), the Telemarketing Sales Rule (TSR), Federal and State Do-Not-Call (DNC) registries, and all state-level telemarketing and privacy statutes. In Singapore and APAC, Client shall comply with Part 9 (Do Not Call Provisions) and the Eighth Schedule (Business-to-Business marketing exclusion) of the Singapore Personal Data Protection Act 2012 (PDPA), as well as the Singapore Spam Control Act 2007 (including <ADV> header requirements and unsubscribe facilities where applicable).

8.3. Client Indemnification. Client shall defend, indemnify, and hold harmless GEDZU PTE. LTD., its affiliates, and its respective directors, officers, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against any and all third-party claims, regulatory investigations, administrative fines, statutory cease-and-desist demands (Abmahnungen), lawsuits, damages, liabilities, settlements, costs, and reasonable legal and attorney fees arising out of or relating to: (a) Client’s (or its agents’ or sales representatives’) outreach, emailing, calling, messaging, or marketing to any entity or individual listed in the Deliverables; (b) any violation by Client of Section 8.2 (including any breach of § 7 UWG, GDPR Art. 14, CAN-SPAM, TCPA, or PDPA Part 9); or (c) any Playbook instruction or custom data source provided by Client that infringes the intellectual property, contractual, or privacy rights of a third party.

9.1. Singapore PDPA Business Contact Information Carve-Out. Under Singapore law, the Services involve the processing of Business Contact Information (BCI) governed by the statutory exemption in Section 4(5) of the Singapore PDPA 2012.

9.2. Incorporation of Data Processing Addendum (DPA). To the extent that Provider’s execution of a Client-commissioned Playbook involves the processing of Personal Data subject to the EU/UK GDPR, the California Consumer Privacy Act (CCPA/CPRA), or analogous data protection laws, the Parties agree that Client acts as the Data Controller / Business and GEDZU PTE. LTD. acts as the Data Processor / Service Provider. The 42leads Data Processing Addendum published at 42leads.com/dpa (including the EU Standard Contractual Clauses Module Two incorporated therein) is hereby incorporated by reference into and forms an integral part of this Agreement.

10.1. Definition. “Confidential Information” means any non-public business, technical, or financial information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client’s Confidential Information includes Client’s proprietary Playbook strategies and the specific single-tenant Deliverables compiled for Client. Provider’s Confidential Information includes its Background IP, internal prompt architectures, and non-public pricing terms. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement (including raw business facts publicly available on the open internet); (b) was lawfully known to the Receiving Party prior to disclosure; (c) is independently developed without use of the Disclosing Party’s Confidential Information; or (d) is lawfully obtained from a third party without restriction.

10.2. Protection and Non-Disclosure. The Receiving Party shall: (a) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and no less than reasonable care; (b) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose the Confidential Information to any third party except to employees, contractors, and authorized sub-processors bound by written confidentiality obligations at least as protective as those herein.

11.1. Mutual Authority Warranty. Each Party warrants that it is a validly existing business entity in good standing and has full corporate power and authority to enter into and perform this Agreement.

12.1. Non-Excludable Liabilities. Nothing in this Agreement excludes or limits the liability of either Party for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) Client’s obligation to pay fees due under an Order; (d) Client’s indemnification obligations under Section 8; or (e) any other liability that cannot be lawfully excluded or limited under the laws of the Republic of Singapore, including the Unfair Contract Terms Act 1977.

12.2. Exclusion of Consequential and Indirect Losses. Subject to Section 12.1, to the maximum extent permitted by applicable law, GEDZU PTE. LTD. shall not be liable to Client or any third party, whether in contract, tort (including negligence), breach of statutory duty, restitution, or otherwise, for any: (a) loss of profits, loss of revenue, loss of sales pipeline, or loss of anticipated savings; (b) loss of goodwill, business opportunity, or corporate reputation (including email domain blacklisting or spam-filter blocks); (c) regulatory fines, administrative penalties, or third-party legal demand costs (Abmahnkosten) arising from Client’s outreach campaigns; or (d) any indirect, special, incidental, punitive, or consequential damages whatsoever, even if advised of the possibility of such damages.

12.3. Aggregate Liability Cap. Subject to Sections 12.1 and 12.2, the total aggregate liability of GEDZU PTE. LTD. arising out of or in connection with this Agreement, any Order, or the Services—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—shall in no event exceed the lesser of: (a) one hundred percent (100%) of the total fees actually paid by Client to GEDZU PTE. LTD. for the specific Monthly Lead Package or Order directly giving rise to the claim; or (b) the total fees actually paid by Client to GEDZU PTE. LTD. under this Agreement during the three (3) calendar months immediately preceding the first event giving rise to liability (or, if the Agreement has been in effect for less than three (3) months, the fees paid during the preceding one (1) calendar month).

12.4. UCTA Reasonableness Acknowledgment. The Parties acknowledge and agree that the limitations of liability in this Section 12 reflect a deliberate, commercially reasonable allocation of risk given the low-cost, usage-based pricing of the Services and Client’s exclusive control over downstream outreach, and are fair and reasonable under the Singapore Unfair Contract Terms Act 1977.

13.1. Governing Law. This Agreement, all Orders, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.2. Jurisdiction and Optional SIAC Expedited Arbitration. The Courts of the Republic of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, and both Parties irrevocably submit to the jurisdiction of such courts. Notwithstanding the foregoing, for any cross-border dispute where the amount in controversy exceeds SGD 60,000, GEDZU PTE. LTD. may, at its sole option exercised by written notice to Client, elect to refer and finally resolve the dispute by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules for the time being in force, conducted under the Expedited Procedure before a sole arbitrator in the English language, with the seat of arbitration in Singapore.

14.1. Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

14.2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14.3. Entire Agreement & Order of Precedence. This Agreement, together with the applicable Order and the Data Processing Addendum (/dpa), constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior proposals or understandings. In the event of a conflict, the order of precedence shall be: (1) the Data Processing Addendum (solely with respect to personal data processing); (2) the mutually confirmed Order / Playbook; and (3) these General Terms and Conditions.