Leadzai Platform – Standard Terms and Conditions
Effective Date: July 2025
1. Ownership of the Platform
This Platform is owned and operated by LEADZAI, S.A., a limited liability company incorporated in Portugal, with registered office at Av. Cidade De Maringá Nr. 55 1º Piso, 2400-137 – Leiria, Portugal. It is registered with the Portuguese Commercial Register under corporate number 514.339.098 and a share capital of €60,046.89 (hereinafter referred to as the “Leadzai” or “we” or “us”);Contact: legal@leadzai.com
2. Description of the Service
Leadzai has developed a cloud-based digital advertising software which allows users to estimate the outcome of and run Digital Marketing Campaigns across multiple channels (e.g., Google Ads, Meta) (hereinafter referred to as the “Platform”). By using the Platform, you accept these Terms & Conditions (hereinafter referred to as the “T&Cs”). If you are acting on behalf of an organisation, you confirm that you are authorised to do so.
3. Definitions
Confidential Information: means all information (written or oral) disclosed by any of the parties, under any way or form, in a context where it would be reasonably understood to be disclosed in confidence, relating to their respective business activity, that is not in the public domain (other than as a result of the breach by the counterpart in this Agreement) at the date of this Agreement including but not limited to the ideas, price lists, plans, products, potential or actual customers, suppliers, business, trade secrets, technology, market, and business information, know how, trade secrets, products, processes, business strategies, information concerning research, customer lists, supplier lists, marketing plans, product development, manner or operation or financial condition or prospects or other secret or confidential, technical or commercially sensitive information.
Cost per Goal: The dynamic price per campaign goal calculated when setting up a campaign, depending on structure, targeting, and budget.
Digital Marketing Campaign means an online marketing effort put forward by a company and/or an individual to drive engagement, customer acquisition, traffic, revenue or others, notably through advertising in social media, mobile apps and search engines (hereinafter referred to as “campaign” or “campaigns”).
End User: The individual or legal entity for whom a Digital Marketing Campaign is created. May access the Platform directly or via a Reseller.
Interested Party: Any entity or individual engaging with the End User through a Digital Marketing Campaign.
Intellectual Property Rights: Includes copyrights, trademarks, trade secrets, software, and other legally protected rights.
Legislation: means any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.
Platform: The Leadzai software, including upgrades and related services.
Platform User / User: Any individual or organisation using the Platform, including Resellers and End Users.
Reseller: A commercial partner of Leadzai promoting or managing campaigns via the Platform.
Third Parties’ Websites: External platforms like Meta or Google Ads where campaigns may be published.
Third Parties’ T&Cs: Terms and conditions applicable to campaigns published on external platforms (hereinafter referred as “Third Party T&Cs”);
Virus: software, code, file, program, or device that may disrupt, impair, or negatively affect the functioning of any computer, software, hardware, network, or telecommunications system; compromise access to or the integrity of data or programs; or interfere with the user experience. This includes, but is not limited to, viruses, worms, Trojan horses, and similar malicious elements.
Vulnerabilities: Weaknesses in code or hardware that could compromise data or systems.
4. Terms of Use
The Platform may only be used by individuals or legal entities with legal capacity under Portuguese law. By creating a campaign, you confirm you meet this condition and have authority to act on behalf of any represented entity.
5. Registration
Each Reseller is responsible for provisioning and managing individual accounts for its employees and for End Users, ensuring that all access credentials (usernames and passwords) are securely created, stored, and used.End User accounts are created and administered by the Reseller, who shall ensure compliance with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR).All personal data related to End Users (e.g., names, emails, contact details, campaign parameters) is provided directly by the Reseller. In this context, Leadzai acts solely as a data processor, processing such data on behalf of the Reseller in accordance with the Reseller's documented instructions and applicable data protection laws.The Reseller assumes full responsibility and liability for:
(i) the lawful collection and sharing of personal data with Leadzai;
(ii) ensuring appropriate legal grounds for processing such data; and
(iii) providing all required information and notices to the data subjects.Leadzai shall not be held liable for any misuse, improper collection, or unauthorized disclosure of personal data by the Reseller or its representatives.
6. Prices
The Cost per Goal is determined during campaign setup and is valid for 30 days unless the campaign is launched. By launching the campaign, you confirm acceptance of the price. Leadzai may adjust prices to reflect market conditions.
7. Media Spend and Budget Responsibility
Access to the Platform is granted under the commercial model agreed with the End User or Reseller. The Reseller shall be financially responsible for all amounts invoiced by Leadzai in connection with Digital Marketing Campaigns run on behalf of its End Users, including any media costs, platform usage, third-party expenses, and Leadzai’s applicable fees.Leadzai invoices reflect the total campaign cost and are not itemised to disclose internal margins or cost structures.
8. Payment
Marketing budgets exclude VAT. Invoices are issued monthly by email based on campaign outcomes.Failure to pay within the agreed term may result in service suspension without prior notice. Interest on late payments shall accrue at the legal commercial rate applicable in Portugal.
9. User Acknowledgements and Responsibilities
The User hereby acknowledges and agrees that:Digital Marketing Campaigns launched through the Platform are subject to the applicable Third-Party T&Cs;Launching a Digital Marketing Campaign on the Platform is conditional upon accepting such Third-Party T&Cs; andBy accepting these T&Cs and submitting a Digital Marketing Campaign, the End User also agrees to be bound by the applicable Third-Party T&Cs with which Leadzai has contractual arrangements.Any information provided or content submitted on the Platform is subject to the following:The User agrees that all content submitted will be accurate and must not:infringe the rights of any third party, including but not limited to rights of privacy, publicity, contract, intellectual property, or other personal or proprietary rights;abuse, harass, threaten, impersonate, or intimidate other users.The User is solely responsible for their conduct and for any content submitted, posted, or displayed on the Platform, including but not limited to data, text, campaign details, screen names, graphics, photos, profiles, audio and video clips, and links (“Content”).The User must not, in using the Platform, violate any applicable legislation, including but not limited to laws on copyright, export control, unfair competition, anti-discrimination, or false advertising.The User confirms that posting content on the Platform does not violate any contractual obligations with third parties.The User must not transmit any viruses, malicious code, or any file, software, or program that may harm, interrupt, or limit the functioning of the Platform or any connected system or network.
10. Campaign Ownership and Rights
Users must hold the necessary IP rights for campaign materials. Leadzai may request confirmation or documentation. Breaches may lead to account termination. Users represent and warrant that all uploaded content, logos, and assets used in campaigns are properly licensed or owned.
Users shall indemnify and hold Leadzai harmless from any claims or damages arising from unauthorised use of third-party intellectual property.
11. Rules for Users
By using the Platform, Users agree to:Not submit false, misleading, malicious, or fraudulent information.Not post content that is offensive, immoral, or contrary to the Platform’s purpose.Not infringe Leadzai’s rights, including intellectual property.Not use the Platform to support a competing service.Not create multiple or third-party accounts without authorisation.Keep login credentials secure and accept responsibility for account activity.Not access another User’s account.Not circumvent these T&Cs or use Platform data to operate externally.Not tamper with, copy, or reverse engineer the Platform.Not introduce harmful software or interfere with systems.Not overload the Platform or affect performance.Not assign your rights without Leadzai’s written consent.Not use unauthorised tools to access or interact with the Platform.Not use the Platform for unlawful or unauthorised purposes.Keep personal and business information up to date.Notify Leadzai of any issue affecting your compliance with these T&Cs.Failure to comply may result in account suspension or legal action.
12. Our Rights Regarding Campaigns
Leadzai reserves the right, at its sole discretion, to edit, adjust, or supplement any campaign submitted through the Platform, including modifying or replacing any Content provided by the User. Leadzai may also add media or other elements as appropriate to improve campaign performance or ensure compliance.Leadzai may remove, suspend, or cancel any campaign, temporarily or permanently, without prior notice or authorisation, including but not limited to situations where the campaign violates these T&Cs, applicable law, third-party requirements, or Platform standards. In such cases, the User will be informed by email of the removal and the reason for it. If the issue is correctable, Leadzai will notify the Reseller and provide guidance, and the Reseller will retain the right to resume the campaign for the remaining contracted period upon correction.If a public authority or legal obligation requires Leadzai to remove a campaign, the Reseller will be notified in advance whenever possible. If prior notice is not feasible, Leadzai will provide notice as soon as reasonably possible.In all such cases, the Reseller shall not be entitled to any refund of amounts already paid for the affected campaign, unless otherwise required by applicable law.
13. Our Role and Limitations
Leadzai is not a party to any communication or transaction between Users and third parties. We do not guarantee the legality, accuracy, or outcome of any campaign.The User acknowledges that Leadzai does not act as an agency or representative of third-party advertising platforms and shall not be held responsible for suspension, rejection, or underperformance of campaigns by such platforms.
14. Assignment
Leadzai may assign its contractual position or receivables with notice. The Reseller cannot assign their obligations without prior written approval.
15. Confidentiality
Neither party may disclose or communicate any Confidential Information received under these T&Cs without the prior written consent of the other party. Each party must protect the other’s Confidential Information using at least the same level of care it applies to its own confidential information, and no less than reasonable care.Confidential Information may only be shared with that party’s officers, employees, or professional advisers who have a legitimate need to know and are subject to confidentiality obligations substantially similar to those in this clause.This clause does not apply to information that:is or becomes publicly available (other than through a breach of these T&Cs).was already lawfully in the receiving party’s possession without restriction.is lawfully received from a third party without breach of confidentiality.is independently developed by the receiving party without use of the disclosed information; ormust be disclosed by law, court order, or regulatory requirement — provided that, unless legally prohibited, the disclosing party is informed in advance and cooperates in good faith to limit or protect the disclosure.
16. Breach of Confidentiality – Indemnity
You agree to defend, indemnify, and hold Leadzai harmless from and against any claims, actions, liabilities, losses, or settlements — including reasonable legal fees — arising from your unauthorised or prohibited disclosure of Confidential Information.
17. Intellectual Property Rights
You retain all rights, title, and interest in and to any content, data, logos, images, or other materials that you upload or provide through the Platform (“User Content”). However, you hereby grant Leadzai a non-exclusive, royalty-free, worldwide, and sublicensable licence to use, host, store, reproduce, modify, and display such User Content solely to operate, maintain, and improve the Platform and deliver campaigns.Leadzai and its licensors retain all rights, title, and interest in and to the Platform, including its software, algorithms, design, user interface, documentation, and any updates, enhancements, or derivative works, as well as all related intellectual property rights. Except for the limited licence expressly granted herein, no rights are granted to you under any intellectual property of Leadzai.Any feedback, suggestions, ideas, or improvements that you provide regarding the Platform (“Feedback”) may be used by Leadzai without restriction. To the extent permitted by law, you hereby assign all rights, title, and interest in and to such Feedback to Leadzai, and waive any moral rights or claims thereto.You represent and warrant that you have all necessary rights and authorisations to upload and license the User Content, and that such use by Leadzai will not infringe any third-party rights. You shall indemnify and hold Leadzai harmless from any claims arising from breach of this representation.
18. Limitation of Liability
The Platform and its functionalities are provided “as is” and “as available,” without any warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Leadzai does not guarantee uninterrupted access to the Platform or the success, visibility, performance, or outcome of any campaign.Leadzai’s total liability for any claim under these T&Cs shall be limited to direct damages only and shall not exceed the lower of: (i) €5,000; or (ii) the total fees paid by the User in the 12 months preceding the issue.Leadzai shall not be liable for any indirect, special, incidental, punitive, or consequential damages, including loss of profits, revenue, data, opportunities, goodwill, or business interruptions — even if advised of the possibility.Leadzai shall not be responsible for delays, errors, outages, or service limitations caused by factors beyond its reasonable control, including internet failures, disruptions in third-party platforms (e.g., Google Ads, Meta), force majeure events, or maintenance needs.This clause reflects a fair allocation of risk and forms an essential basis of this agreement.
19. Force Majeure
Leadzai shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, strikes, power outages, internet disruptions, or failure of third-party services.
20. Computer Viruses
Users must ensure their devices are protected with antivirus software and must not upload or share any harmful files or code.
Leadzai may suspend access if any activity compromises the security or performance of the Platform.
Leadzai is not liable for damage caused by viruses or malware introduced by users or third parties.
21. Account Suspension and Termination
Leadzai may suspend or terminate accounts due to breaches, legal risks, or technical issues. Suspended users may lose access to uploaded content.
22. Personal Data
Your personal data is processed in accordance with our Privacy Policy, which forms part of these T&Cs.No refund or compensation shall be due in case of suspension or termination resulting from breach of these T&Cs.
23. Operation and Availability
We may modify or suspend the Platform for technical, legal, or operational reasons. Users will be informed when possible. We may use artificial intelligence tools to enhance the Platform’s performance, always in accordance with applicable data protection regulations.
24. Hyperlinks
Links to external sites are not controlled or endorsed by Leadzai. We are not liable for their content.
25. Modification of the T&Cs
We may update these T&Cs at any time. Updates will be published at leadzai.com/terms-and-conditions. By continuing to use the Platform after an update, you accept the revised terms.If you continue to use the Platform after such changes, you will be deemed to have accepted the updated T&Cs.
26. Notices
All notices or other communications referenced under the Agreement must be made in writing delivered to legal@leadzai or post address mentioned at www.leadzai.com. All notices shall be deemed duly given and received (i) when delivered by registered or certified first-class mail, postage prepaid, upon receipt; (ii) when delivered by a recognized courier service, upon delivery confirmation; or (iii) when sent by email, upon confirmation of delivery or acknowledgment of receipt.
27. Governing Law and Dispute Resolution
Any dispute arising out of or in connection with these T&Cs shall be submitted to arbitration in accordance with the rules of the Portuguese Arbitration Association (APA), seated in Lisbon and conducted in English. For complaints, contact: support@leadzai.com or legal@leadzai.com.These T&Cs bind both parties and their legal successors.
28. Miscellaneous
If any part of these T&Cs is deemed unenforceable, the remainder stays effective. Failure to enforce a right does not mean it is waived.Except as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. If any provision of these T&Cs are held to be unenforceable, the other provisions shall nevertheless remain in full force and effect. The failure by either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach of these T&Cs will not be deemed a waiver by that party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches. These T&Cs set forth the entire agreement between the parties with respect to the subject matter hereof and all other agreements, representations, communications and understandings, both oral and written, are superseded hereby.