General Terms and Conditions

1.1 Provider shall perform outbound B2B lead generation and appointment-setting services on Client’s behalf, as described in the Order Form and Exhibit A (the “Services”), using Provider’s own outreach infrastructure (email domains, mailboxes, LinkedIn accounts, and related tools), at Provider’s own cost.

1.2 The Services are supplied exclusively within the scope of industry, target segments, geographies, product line, and channels set out in the Order Form (the “Scope”). Any industry, geography, product line, or channel not identified is outside the Scope and is not supplied under this Agreement.

1.3 Client shall, prior to the Start Date, provide Provider with a complete Ideal Customer Profile and Targeting Brief (Exhibit A), including target industries, company size, geography, job titles and personas, exclusions, and any other information reasonably required by Provider to perform the Services. Provider has no obligation to launch or continue any campaign until Exhibit A has been completed and agreed in writing by both Parties.

1.4 Client shall complete and return Exhibit A within five (5) business days of the Start Date. Where Client fails to do so, Provider may proceed on the basis of its own reasonable interpretation of Client’s target market, on written notice to Client; any resulting delay is not attributable to Provider and does not affect the payment schedule under Section 4.

1.5 Extension of the Scope to any additional geography, vertical, segment, product line, or channel requires a written amendment signed by both Parties and is subject to additional fees to be agreed at that time. No extension of Scope shall be implied from correspondence, meetings, reporting, or Provider’s tolerance of any request.

1.6 Any change to Exhibit A within the existing Scope must be agreed in writing (including by email) by both Parties, and may result in a reasonable ramp-up period during which prior performance benchmarks do not apply.

2.1 The Services are performed on a best-efforts basis only. Provider does not guarantee any specific number of Meetings, leads, replies, or any sales, revenue, or other outcome.

2.2 The Parties have agreed an indicative alignment target of five (5) to eight (8) qualified Meetings per month, measured once outreach reaches steady state (typically from week five (5) following the Start Date, after infrastructure warm-up and initial campaign activation). This target expresses the level of output Provider is organising its resources to pursue, for the purpose of alignment and joint assessment only.

2.3 The target in Section 2.2 is not a guarantee and is not a contractual undertaking. Failure to reach it in any month, in several months, or across the Term, does not constitute a breach of this Agreement and does not give rise to any right of refund, credit, fee reduction, set-off, damages, or termination. Client acknowledges that it has been told expressly that no volume of Meetings is guaranteed, and that it does not rely on the target in Section 2.2 in entering into this Agreement.

2.4 Any other volume, conversion, cost-per-meeting, cost-of-acquisition, pipeline, or revenue figure discussed between the Parties prior to or during the Term, in any presentation, projection, model, email, or conversation, is an illustrative estimate only. Such figures do not form part of this Agreement, are expressly excluded from it, and create no obligation, warranty, or representation. Only the terms of this Agreement and its Exhibits are contractually binding.

2.5 The Parties acknowledge that outbound performance depends on factors outside Provider’s control, including Client’s market conditions, product and positioning, the competitive environment, the responsiveness of target accounts, Client’s own handling of Meetings, and the accuracy and timeliness of Client’s input under Section 3.

3.1 Client shall provide, in a timely manner, all information, access, brand assets, and feedback reasonably requested by Provider to perform the Services.

3.2 Client shall provide Provider with qualification feedback on each Meeting reported under Section 7, at least once per month, to allow Provider to optimise targeting and campaigns. Where Client does not respond within five (5) business days of a report, the reported results are deemed accepted, and Client is not entitled to any credit, refund, discount, or right to withhold or dispute payment of the Monthly Fee on that basis.

3.3 Client represents and warrants that its instructions, Exhibit A criteria, brand materials, and any data or lists it provides to Provider comply with all applicable laws, including data protection, privacy, and anti-spam or marketing laws in the territories targeted.

3.4 During the Term, Client shall not engage a third party, nor conduct internally, any outbound email or LinkedIn campaign targeting accounts within the target universe defined in Exhibit A, without giving Provider prior written notice identifying the accounts and channels concerned; the Parties will then coordinate to avoid duplicate contact. This Section does not restrict Client’s existing relationship-based, partner, event, or inbound activity.

3.5 Where Client fails to meet an obligation under this Section 3 and that failure affects performance, Provider is relieved of the corresponding obligation for the duration of the failure, without reduction of fees.

4.1 Client shall pay Provider the Monthly Fee set out in the Order Form, invoiced monthly in advance.

4.2 Invoices are payable within the period set out in the Order Form. Any amount not paid when due shall bear interest at 1.5% per month (or the maximum rate permitted by applicable law, if lower), without prejudice to any other right or remedy of Provider.

4.3 If any invoice remains unpaid more than fifteen (15) days after its due date, Provider may suspend the Services, without liability, until payment in full (including accrued interest) is received. Suspension for non-payment does not relieve Client of its obligation to pay the Total Contract Value under Section 5.

4.4 All fees are exclusive of any applicable taxes, which shall be borne by Client, except taxes on Provider’s net income.

4.5 All fees are non-refundable. No refund, credit, or pro-rata adjustment is due in respect of any commenced month, for any reason, including suspension of the Services, adjustment of targeting under Exhibit A, or Client’s failure to meet its obligations under Section 3.

5.1 Initial Term. This Agreement begins on the Start Date and continues for the Initial Term set out in the Order Form. The Initial Term and the Total Contract Value are firm and binding commitments. Client shall not terminate, suspend, or cease payment of the Agreement before the end of the Initial Term, except as expressly permitted under Section 5.4.

5.2 Early Termination by Client. If Client terminates this Agreement, ceases payment, or otherwise causes the Agreement to end before the expiry of the Initial Term for any reason other than Provider’s uncured material breach under Section 5.4, the entire unpaid balance of the Total Contract Value shall become immediately due and payable, as liquidated damages reflecting Provider’s committed costs and reasonable compensation for early termination, and not as a penalty.

5.3 After the Initial Term. Upon expiry of the Initial Term, this Agreement automatically continues on a month-to-month basis (each, a “Renewal Period”), on the same terms, unless and until terminated as set out below. During any Renewal Period: (a) Client may suspend the Services by giving Provider at least 48 hours’ prior written notice by email; the Monthly Fee ceases to accrue for any full calendar month during which the Services are fully suspended, provided such notice was given at least 48 hours before the start of that month, while the Monthly Fee for a partial month remains due in full; Client may request that Provider resume the Services at any time, subject to a reasonable reactivation period; and (b) either Party may terminate this Agreement in its entirety by giving the other Party at least thirty (30) days’ prior written notice.

5.4 Termination for Cause. Either Party may terminate this Agreement with immediate effect by written notice if the other Party (i) commits a material breach of this Agreement that remains uncured fifteen (15) days after written notice describing the breach, or (ii) becomes insolvent, enters into liquidation, or has a receiver or administrator appointed over its assets. Termination by Client under this Section 5.4 due to Provider’s uncured material breach shall not trigger the acceleration set out in Section 5.2.

5.5 Effect of Termination. Upon termination for any reason, Client shall pay Provider for all Services performed and fees accrued up to the effective date of termination, in addition to any amount due under Section 5.2, where applicable.

5.6 Renewal Fee Adjustment. Provider may adjust the Monthly Fee applicable to any Renewal Period by written notice given at least sixty (60) days before the end of the then-current term. Where Client does not accept the adjusted fee, Client may give notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.7 For the avoidance of doubt, none of the following constitute a material breach by Provider under Section 5.4: the number of Meetings delivered in any period, including where it falls below the indicative target in Section 2.2; the performance of any campaign or targeting criterion; deliverability outcomes attributable to third-party platforms; or Client’s failure to convert Meetings into demonstrations, proposals, contracts, or revenue.

6.1 Provider’s responsibility under this Agreement ends at the point each Meeting is scheduled and confirmed on Client’s calendar. All subsequent stages, including discovery, demonstration, proof of concept, commercial negotiation, and closing, are the sole responsibility of Client.

6.2 A Meeting that Client fails to attend, reschedules more than two (2) times, or does not action within a reasonable period, is deemed delivered by Provider for all purposes under this Agreement.

6.3 Provider will share the list of target accounts scheduled for outreach with Client on a rolling basis, where reasonably practicable. Client may request the exclusion of any account, including one already in active commercial discussion with Client, by written notice. An account not excluded before Provider’s first contact is attributed to Provider.

6.4 Where Client considers that a Meeting does not meet the criteria in Exhibit A, Client shall notify Provider in writing within five (5) business days of the Meeting, stating the specific criterion not met. Provider will review the objection in good faith and, where upheld, the Meeting will not be counted in reporting under Section 7.

7.1 Provider shall provide Client with a report of all Meetings scheduled during the preceding period, in the form of Exhibit B, no less than once per month, including for each Meeting the date, target company and contact, and status. Client shall complete the qualification fields of the report as set out in Section 3.2.

7.2 Reporting describes results, coverage, attribution, and timing only. Provider will not disclose, in reporting or otherwise, the detection methods, data sources, sequence design or content, tooling, platforms, or internal workflows used to deliver the Services; these remain confidential Provider IP under Sections 8 and 9. This limitation is a condition of the commercial terms of this Agreement.

8.1 Provider retains all right, title, and interest in and to its methodology, processes, outreach sequences, messaging templates, scripts, tools, software, and any other materials it develops or uses to perform the Services (the “Provider IP”). Nothing in this Agreement transfers any Provider IP to Client.

8.2 Client retains all right, title, and interest in its trademarks, brand, and any materials it provides to Provider, and grants Provider a limited, non-exclusive, royalty-free licence to use the same solely to perform the Services during the term of this Agreement.

8.3 As between the Parties, Client owns the Meetings and associated prospect contact information generated for Client under this Agreement. Provider shall not sell, licence, or otherwise use such Meetings or contact information for the benefit of any third party.

8.4 On termination or expiry, Client is entitled to receive the account lists it supplied, the record of accounts contacted, and the contact details of Meetings delivered. Client is not entitled to Provider’s targeted or scored universe, detection logic, scoring models, workflows, prompts, sequencing architecture, infrastructure, or any other dataset derived from Provider’s systems, which remain Provider IP under Section 8.1.

9.1 Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this Agreement, including the terms of this Agreement, Exhibit A, and campaign performance data, and shall not disclose such information to any third party except to its employees, contractors, or advisors who need to know it to perform this Agreement and who are bound by confidentiality obligations at least as protective as this Section.

9.2 This Section survives termination of this Agreement for two (2) years. Obligations relating to Provider IP under Section 8.1 survive indefinitely.

9.3 This Section does not apply to information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party without a confidentiality obligation, or is required to be disclosed by law or court order, provided reasonable prior notice is given where legally permitted.

10.1 During the Term and for twelve (12) months after its end, Client shall not, directly or indirectly, solicit for employment or engagement, or engage, any person employed or engaged by Provider in connection with the Services, other than through Provider.

10.2 During the Term and for twelve (12) months after its end, Client shall not use any information, methodology, or knowledge obtained under this Agreement to build, commission, or operate, whether internally or through a third party (including a competitor of Provider), a capability substantially equivalent to the Services, nor engage any subcontractor or service provider whose identity Client learned through this Agreement for that purpose.

10.3 This Section does not apply to hires resulting from a general public recruitment advertisement not specifically targeted at Provider’s personnel.

10.4 Breach of this Section entitles Provider to liquidated damages equal to six (6) times the Monthly Fee set out in the Order Form, which the Parties agree is a genuine pre-estimate of loss and not a penalty, without prejudice to any other remedy.

11.1 Each Party shall comply with applicable data protection and anti-spam or marketing laws in connection with its own processing and outreach activities under this Agreement, including, as applicable to the territories targeted under Exhibit A, the GDPR and national implementing legislation, the UK GDPR and the Privacy and Electronic Communications Regulations, and the U.S. CAN-SPAM Act.

11.2 Provider will maintain functioning opt-out mechanisms in its outreach and will honour opt-out and data-subject requests promptly.

11.3 Client is solely responsible for ensuring that its Exhibit A targeting criteria, brand instructions, and any data or lists it supplies to Provider comply with applicable law, and shall indemnify Provider under Section 14 against any claim arising from such criteria, instructions, or data.

11.4 Each Party acts as an independent data controller (or equivalent status under applicable law) with respect to any personal data it processes in connection with the Services. This Agreement does not create a joint-controller or processor relationship between the Parties.

12.1 Each Party represents that it has full power and authority to enter into this Agreement.

12.2 Except as expressly set out in this Agreement, the Services are provided “as is,” and Provider disclaims all other warranties, whether express, implied, or statutory, including any warranty of merchantability, fitness for a particular purpose, or non-infringement, and any warranty of any particular result or outcome.

13.1 To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, business, or data, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

13.2 Except for (i) a Party’s breach of Section 9 (Confidentiality) or Section 10 (Non-Solicitation and Non-Circumvention), (ii) a Party’s indemnification obligations under Section 14, (iii) Client’s payment obligations under Sections 4 and 5, or (iv) a Party’s gross negligence or wilful misconduct, each Party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid or payable by Client under the Order Form in the six (6) months preceding the event giving rise to the claim.

13.3 No claim arising out of or in connection with this Agreement may be brought more than twelve (12) months after the event giving rise to it.

14.1 Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims, damages, and reasonable costs (including reasonable legal fees) arising from (i) the indemnifying Party’s gross negligence or wilful misconduct, (ii) the indemnifying Party’s breach of Section 9 (Confidentiality), or (iii) in the case of Client, any claim arising from Client’s Exhibit A criteria, brand instructions, or data provided to Provider under Sections 3.3 or 11.3. The indemnified Party shall promptly notify the indemnifying Party of any claim and allow the indemnifying Party to control the defence and settlement thereof.

14.2 Where a message drafted by Provider names a competitor of Client or compares Client’s offering to a named third party’s, Provider shall obtain Client’s written approval before sending it. Client is solely responsible for the accuracy, substantiation, and lawfulness of any such comparative statement it approves, and shall indemnify Provider under this Section against any claim arising from it.

19.1 All notices under this Agreement shall be in writing and sent by email to the addresses set out in the Order Form (or as subsequently updated by written notice), and shall be deemed received on the date of sending, provided no delivery failure notice is received.

19.2 Notices of termination shall additionally be sent by registered post or a recognised courier service to the address set out in the Order Form.