Terms of Service

1 Definitions

• Services: the LinkedIn outreach, inbox management and meeting-booking services described in section 2 and your Order.
• Seat: one LinkedIn profile that we operate on your behalf using our tooling.
• ICP: an ideal customer profile, that is, a target audience definition we agree with you.
• Booked Meeting: a meeting confirmed on your calendar with a prospect matching an agreed ICP at the time of booking, which the prospect actually attends. See section 5.
• Pilot: the initial 90-day engagement that begins when a Seat goes live.
• Order: the proposal, statement of work or written confirmation that sets out your package, Seats, fees and start date.
• Materials: the methods, messaging frameworks, copy, tooling configurations and other materials we create or use to deliver the Services. Prospect data sourced for your engagement on Full Engine is not Materials.

2 The services

We run LinkedIn outreach from your own LinkedIn profiles, at a safe and human pace, manage the replies, and book qualified meetings into your calendar. The Services are offered in two packages, as set out in your Order.

Your List

You provide the contacts. We run the outreach on your profiles: a considered connection request, then individually written messages to each prospect, work every reply, and book meetings. The tooling and day-to-day management are included. No meeting guarantee applies, as you provide the contacts.

Full Engine

We source the prospect data, then run the outreach on your profiles: a considered connection request, then individually written messages to each prospect, work every reply, and book meetings. The prospect data, tooling and day-to-day management are included.

The Services are LinkedIn-only. We do not provide cold email, advertising, or the sales calls themselves, and we do not provide legal, financial, tax or investment advice. Anything not expressly described in this section or your Order is out of scope. We may use subcontractors, service providers and third-party tools, including LinkedIn outreach tooling, to deliver the Services, and we remain responsible for their performance.

Meetings and no-shows

Where a prospect does not attend a Booked Meeting, we will make reasonable efforts to re-arrange it through LinkedIn, the channel on which the relationship was built. Because the Services are LinkedIn-only, any follow-up or rescheduling through other channels, including email, is your responsibility; where we hold the prospect's contact details, we will pass them to you so you can do so. Attendance is what counts: a prospect who does not attend is not a Booked Meeting unless the meeting is re-arranged and takes place within the Pilot period. See section 5.

3 Seats, audiences and volume

• The Services are priced and delivered per Seat. Each Seat is one LinkedIn profile. To add capacity, you add Seats.
• Each Seat covers up to approximately 600 contacts per calendar month, subject to LinkedIn's own limits.
• Each Seat covers up to two ICPs, with the monthly contacts split across them. Additional ICPs run on additional Seats.
• We agree your ICPs and the messaging approach with you before outreach begins, and you sign off on those. Because each message is written fresh to the individual prospect, your sign-off covers the approach and voice, not each individual message.

4 Your responsibilities

To allow us to deliver the Services, you agree to:

• provide one or more established LinkedIn profiles in good standing (not new, limited or restricted), and authorise us to operate them through our tooling for the engagement;
• provide a brief on your ideal customer, your scheduling or calendar link, and prompt sign-off on the targeting and the messaging approach;
• respond promptly to handoffs and meeting requests, and keep your calendar reasonably available;
• ensure that any contacts or lists you provide (Your List) are accurate, lawfully obtained and lawful to use; and
• maintain any LinkedIn subscription you choose to hold. Sales Navigator is not required.

5 The meeting guarantee

The meeting guarantee applies to the Full Engine package only, where stated in your Order, and applies per Seat.

We guarantee at least 15 Booked Meetings within the first 90 days of a Seat. If a Seat does not reach 15 Booked Meetings in that period, the base fee for that Seat's fourth month is waived (one free month). This waiver is your sole and exclusive remedy in respect of the guarantee.

What counts as a Booked Meeting

A Booked Meeting is counted when a meeting is confirmed on your calendar with a prospect matching an agreed ICP at the time of booking, provided that the prospect actually attends the meeting. We will make every effort to reschedule no-shows via LinkedIn. If a prospect fails to attend and no meeting takes place within the 90-day Pilot period, it does not count as a Booked Meeting. For clarity, prospect replies received in a Seat's inbox during the engagement, including requests to reschedule, will continue to be worked as part of the Services by us.

Conditions

The guarantee assumes, and applies only where:

• the LinkedIn profile for the Seat is established and in good standing;
• you signed off on the targeting and messaging, and provided any access we reasonably need;
• you responded to handoffs and kept your calendar reasonably available; and
• the addressable audience we agreed supports the volume.

Where you supply the prospect data, the guarantee is conditional on that data being provided in the volume and to the ICP specification recorded in your Order. If the data supplied is insufficient in volume, or materially outside the agreed ICP, the guarantee is suspended for the affected Seat until conforming data is provided, and the guarantee period is extended by the length of that suspension.

Delays or shortfalls caused by you, by your inputs (Your List), or by LinkedIn restrictions or actions outside our reasonable control, pause or void the guarantee for the affected period. We only take on a Seat where we believe the guarantee is achievable, and we may decline or rescope an engagement.

6 Fees, invoicing and payment

• Fees are charged per Seat and are all-in: the tooling, and (on Full Engine) the prospect data and management, are included. The fee for your package and Seats is set out in your Order.
• The fees for the initial three months (the Pilot) for each Seat are payable in full, in advance. No work will commence, no Seat will go live, and neither the Pilot period nor the guarantee period will begin, until payment has been received in full in cleared funds.
• Following the Pilot, invoices will be issued no earlier than thirty (30) days before the start of the relevant service month and are payable within thirty (30) days of the invoice date.
• If an invoice remains unpaid more than ten (10) days after its due date, the Services may be suspended on written notice until it is settled.
• The fourth month. Where the meeting guarantee in section 5 applies (Full Engine) and is not met for a Seat, the base fee for that Seat's fourth month is waived and that month is free. Where the guarantee does not apply, or is met, the fourth month is billed as normal.
• Prepaid fees are non-refundable except: (a) as provided by the guarantee in section 5; (b) where you terminate for our uncured material breach; or (c) on termination for force majeure, in each case calculated pro-rata on prepaid fees for Services not yet delivered.
• We invoice you directly, by Wise, in USD, EUR, GBP or another agreed currency.
• Any LinkedIn subscription you hold is your own cost and is not included.
• Each party is responsible for its own taxes. We invoice as an Individual Entrepreneur with Small Business Status; you have no payroll, employment, withholding or benefits obligation to us. You are responsible for any taxes that apply to you in your own jurisdiction.

7 Term, renewal and cancellation

• The initial term is the 90-day Pilot, paid in advance. After the Pilot, the engagement continues month to month.
• After the Pilot, either party may cancel with 30 days' written notice. Notice by email is sufficient.
• Either party may terminate the Order on written notice if the other commits a material breach and fails to remedy it within thirty (30) calendar days of written notice describing the breach. If you terminate for our uncured material breach, we will refund pro-rata the prepaid fees for Services not yet delivered.
• We may also suspend or end the engagement on written notice if continuing would breach LinkedIn's rules or applicable law.
• On termination, we stop outreach at the end of the paid period. You retain full ownership of and rights to the results of the Services delivered, including your LinkedIn profiles, the connections and conversations on them, and any Booked Meetings. Our underlying Materials, including methods, workflows, validation processes, tooling configurations and sequence templates, are not transferred.
• Where we hold a copy of data you supplied, we will return it, together with the outreach status recorded against it, and then delete our copies, save for any copy we are required to retain by law.

8 LinkedIn and acceptable use

We operate within LinkedIn's rate limits, at a human pace, using tooling designed to protect accounts. LinkedIn is a third-party platform whose rules and enforcement are outside our control. We do not warrant against account restrictions, suspensions or platform changes by LinkedIn, and you acknowledge that automating activity on LinkedIn carries inherent platform risk. By engaging us, you authorise our operation of your profiles through our tooling for the engagement.

If a Seat's LinkedIn profile is restricted or suspended during the engagement and is not restored within fourteen (14) days, either party may terminate that Seat on written notice, and we will refund pro-rata the prepaid, unused fees for that Seat. This does not apply where the restriction arises from your acts or omissions, pre-existing issues on the profile, or your use of other automation or third-party tools on the profile during the engagement. Any guarantee period for an affected Seat is paused for the duration of the restriction.

You will not ask us to send, and we will not send, messages that are unlawful, deceptive, harassing, or that infringe a third party's rights.

9 Intellectual property

We own all of our Materials. We grant you a limited, non-exclusive licence to use the messaging we send from your profiles during the engagement.

You own your LinkedIn profiles, your brand and marks, the connections and conversations generated on your profiles, and the Booked Meetings. On Your List, you retain ownership of the contacts you provide. On Full Engine, the prospect data we source for your engagement is yours, and you retain it on termination. The personal data within those lists is handled under our data-protection commitments, and any Data Processing Agreement in place, including your return and deletion rights on termination.

10 Confidentiality

Each party may receive confidential information from the other. Each party will keep the other's confidential information confidential, use it only to perform or receive the Services, and protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, already known, independently developed, or required to be disclosed by law.

11 Data protection

In delivering the Services we process personal data of prospects and of people who reply. As between us, you determine the purpose of outreach to your ICP, and we process prospect and reply data to provide the Services to you. Each party will comply with the data protection laws that apply to it, including the GDPR where relevant. We will apply reasonable safeguards and will not use prospect or reply data except to deliver your Services. The data-protection commitments in this section apply whenever we process personal data on your behalf; where we and you enter into a separate Data Processing Agreement, it supplements these terms and, on data-protection matters, prevails.

The lawful basis for outreach to your audience is ordinarily your legitimate interest as controller. You confirm that, before outreach begins, you have established a lawful basis for it, carried out any assessment it requires (such as a legitimate interests assessment), and provided any privacy notices required by law. We rely on your instructions and that confirmation, and we do not determine, and are not obliged to verify, the lawful basis for your outreach; we will flag to you any instruction that appears to us to be unlawful.

Do not contact and objections: if a prospect objects to the outreach or asks not to be contacted, we will promptly stop contacting them and add them to your do-not-contact suppression list so they are not contacted again for you. Where such a request reaches us directly, we will action it and pass it to you, and you decide on any further response.

12 Publicity

We may identify you as a client of the Services and describe the results of the engagement in general or anonymised terms, including on our website and in proposals, unless you ask us in writing not to. We will not disclose your confidential information in doing so.

13 Non-solicitation

During the engagement and for 12 months after it ends, you will not directly engage, employ or solicit any employee or individual subcontractor of ours who was materially involved in delivering the Services, to provide equivalent services to you outside this engagement, without our prior written consent.

Nothing in this section restricts you from procuring or using generally available software, platforms or services.

14 Warranties and disclaimers

We will provide the Services with reasonable skill and care. Except for the meeting guarantee in section 5, we do not guarantee any specific number of meetings, replies, opportunities, sales or revenue. Outbound results depend on factors including your offer, market, ICP, profiles and inputs. To the fullest extent permitted by law, and except as expressly stated in these terms, the Services are provided without further warranties of any kind, whether express or implied.

15 Limitation of liability

To the fullest extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss, or for lost profits, lost revenue, or lost business opportunities. Our total aggregate liability arising out of or in connection with the Services is limited to the fees you paid for the Services in the three months before the event giving rise to the claim.

The cap does not apply to: (a) liability that cannot be limited or excluded by law; (b) a party's fraud, wilful misconduct or gross negligence; or (c) breach of confidentiality.

Each party's total aggregate liability for claims arising from a breach of applicable data protection law, or under the indemnities in section 16, is capped at two (2) times the fees paid and payable under the Order in the twelve (12) months preceding the event giving rise to the claim.

16 Indemnity

Each party will indemnify the other against third-party claims, and related reasonable costs and regulatory penalties, arising from: (a) data, lists, materials or instructions provided by the indemnifying party; (b) the indemnifying party's breach of applicable data protection law in connection with the Services; or (c) the indemnifying party's wilful misconduct, in each case subject to the limitation of liability in section 15.

17 Independent contractor

We act as an independent contractor. Nothing in these terms creates an employment relationship, partnership, agency or joint venture between us. We are responsible for our own equipment, tooling and taxes. We are not your employee, and you have no obligation to provide payroll, benefits, insurance or tax withholding to us.

18 Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including platform outages or restrictions, internet or infrastructure failures, acts of government, or other events of force majeure.

If a force majeure event prevents a party's performance for more than thirty (30) consecutive days, either party may terminate the affected Order or Seat on written notice, and we will refund pro-rata the prepaid fees for Services not yet delivered. Payment obligations for Services already delivered are unaffected.

19 Changes to these terms

The version of these terms in effect on the date of your Order governs the engagement for its duration. Updates take effect only from the next renewal. We will give at least thirty (30) days' written notice of material changes; if you object, you may cancel effective before the changes take effect.

20 Governing law and disputes

These terms and your Order are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, without affecting any mandatory local-law rights you may have where you are based. The parties will first attempt in good faith to resolve any dispute informally before starting proceedings.

21 General

• Entire agreement. These terms and your Order are the entire agreement between us on their subject matter and replace any prior discussions.
• Survival. The sections on intellectual property, confidentiality, data protection, non-solicitation, warranties and disclaimers, limitation of liability, indemnity and governing law survive the end of the engagement.
• Severability. If any part is found unenforceable, the rest stays in effect.
• No waiver. Not enforcing a term is not a waiver of it.
• Assignment. You may not assign these terms without our consent. We may assign them to a successor of our business.
• Notices. Notices may be given by email to the addresses the parties use for the engagement.

22 Contact

Questions about these terms can be sent to [email protected].