1. Definitions

Retailer Lead Definition:
A retailer lead is defined as a valid business entity that meets the following criteria:

• SBM Wholesale Limited: Referred to as SBM Growth

• Business Information: The lead must include the business name, a point of contact's name, a valid email address, phone number, and physical address.

• Criteria Compliance: The lead must align with the criteria you provided during the onboarding process.

• Sample Request: The lead must have formally requested a product sample from your brand.

2. Lead Generation Process

• Standardized Approach:
  Our lead generation process follows standardized steps. Customizations or modifications to this process are not available. All brands utilizing our services agree to this standardized approach.

• Lead Definitions are Final:
  We adhere strictly to the definition of a retailer lead as outlined above. Modifications or revisions to this definition will not be accepted.

• Lead Rejection:
  Rejecting leads that fully meet the specified criteria will not be allowed. If a lead aligns with the criteria agreed upon during onboarding, it will be considered valid and cannot be rejected by the brand.

3. Mandatory Sampling

Participation in our lead generation service requires the provision of product samples to potential leads. Brands must agree to this requirement in order to sign up for our services. Brands not in alignment with this policy are not eligible to use our services.

4. Subscription Plans

• Subscription Levels:
  All leads generated are based on the subscription level selected by the brand at the time of sign-up.

• Changes to Subscription:
  Brands are free to upgrade, downgrade, or cancel their subscription before the next billing cycle date. Changes to subscription plans must be made prior to the start of the new billing period to take effect for that cycle.

5. Billing and Refunds

• Automated Billing System:
  We operate an automated system. Once billing begins, the lead generation process starts automatically, and no refunds are offered for any reason.

• Cancellation Requests:
  If you wish to cancel your subscription at the end of a billing period and encounter technical issues, you must contact our team at operations@sbmgrowth.com at least five (5) business days prior to the next billing cycle to ensure your cancellation is processed. Failure to do so may result in continued billing for the following cycle.

6. Confidentiality

Both parties agree to keep all confidential information exchanged during the course of the service private and protected. This includes all proprietary business information, leads generated, and any sensitive data shared. Information shall not be disclosed to third parties without prior written consent from the other party, except where required by law.

7. Intellectual Property

Any intellectual property rights in the lead generation process, software, systems, or methodologies used to generate leads, or the materials produced by SBM Growth during the engagement, shall remain the sole property of SBM Growth unless otherwise agreed in writing.

8. Limitation of Liability

SBM Growth shall not be held liable for any indirect, special, or consequential damages, or any loss of revenue or profit arising out of or in connection with the provision of our services. SBM Growth’s total liability shall not exceed the amount paid by the brand for services during the last billing cycle.

9. Termination

• Termination by SBM Growth:
  SBM Growth reserves the right to terminate this agreement with immediate effect if the brand fails to meet its obligations, including but not limited to payment issues, abuse or misuse of services, or non-compliance with these terms.

• Termination by Brand:
  The brand can terminate the agreement by canceling the subscription before the next billing cycle, or where there are technical issues, they must be communicated within the required notice of five (5) business days.

10. Client Obligations

• The brand agrees to provide accurate and timely information during the onboarding process and throughout the term of the service. Any failure to provide accurate information may result in delays or termination of the service without refund.

• The brand must respond to requests for additional information within five (5) business days to avoid disruption of service.

11. Performance Disclaimer

SBM Growth does not guarantee a specific number of sales or conversions from the leads provided. The responsibility for converting leads into sales or partnerships rests solely with the brand.

12. Force Majeure

SBM Growth shall not be liable for any failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of war, strikes, cyberattacks, or governmental actions.

13. Non-Compete Clause

Brands agree not to directly approach or engage with any leads provided by SBM Growth outside of this agreement for a period of 12 months following the termination of the service.

14. Refund and Dispute Resolution

• Dispute Process:
  All disputes regarding the service must be submitted in writing to SBM Growth. SBM Growth will make reasonable efforts to resolve any disputes within thirty (30) business days.

• Refunds:
  No refunds will be provided, but SBM Growth may, at its sole discretion, offer service credits or other compensatory measures in cases where the service fails to meet the agreed criteria.

15. Data Usage and Ownership

All leads generated through the SBM Growth service are for the exclusive use of the brand for business development purposes only. The brand may not resell, share, or distribute lead information to third parties without the express written permission of SBM Growth. Upon termination of the service, the brand retains the right to use the leads generated during the engagement.

16. Indemnification

The brand agrees to indemnify, defend, and hold harmless SBM Growth from any claims, liabilities, damages, or expenses (including legal fees) arising from the brand’s use of the services, including but not limited to any breach of these terms and conditions, misuse of leads, or violations of applicable laws.

17. Governing Law

These terms and conditions shall be governed by and construed in accordance with the laws of the jurisdiction in which SBM Wholesale Ltd is registered. Any disputes arising from this agreement shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.

18. Amendments

SBM Growth reserves the right to amend or modify these terms and conditions at any time. Any significant changes will be communicated to the brands at least 30 days prior to the changes taking effect.