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.
• Sequence: a messaging campaign run to an ICP, including its message steps and any A/B variants.
• Booked Meeting: a meeting confirmed on your calendar with a prospect matching an agreed ICP.
• 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, sequence templates, copy, sourced data lists, tooling configurations and other materials we create or use to deliver the Services.

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.

Managed Inbox

You provide the contacts and the sequences. We run the outreach, work every reply, and book meetings. The tooling and day-to-day management are included.

Full Engine

We source the prospect data, write and A/B test the sequences, run the outreach, 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.

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 sourced contacts per calendar month, subject to LinkedIn's own limits.
• Each Seat covers up to two ICPs, with one Sequence (including its A/B variants) per ICP, and the monthly contacts split across them. Additional ICPs run on additional Seats.
• We agree your ICPs and messaging with you before outreach begins, and you sign off on them.

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 targeting and messaging;
• respond promptly to handoffs and meeting requests, and keep your calendar reasonably available;
• ensure that any contacts, lists or sequences you provide (Managed Inbox) 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.

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.

Delays or shortfalls caused by you, by your inputs (Managed Inbox), or by LinkedIn restrictions or actions outside our reasonable control, pause or void the guarantee for the affected period. "Booked" means a meeting confirmed on your calendar with a prospect matching the agreed ICP; a prospect who later does not attend still counts as a Booked Meeting. 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 first three months are payable in full and in advance, before the Seat goes live. After this initial period, the Services are billed monthly in advance.
• 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.
• We invoice you directly. Invoices are payable within seven days of the invoice date, by Wise, in USD, EUR, GBP or another agreed currency.
• Any LinkedIn subscription you hold is your own cost and is not included.
• If an invoice is overdue, we may pause the Services until it is settled. Prepaid fees are non-refundable except as expressly provided by the guarantee in section 5.
• 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.
• We may suspend or end the engagement on written notice if you materially breach these terms (including non-payment) and do not fix it within a reasonable time, or if continuing would breach LinkedIn's rules or applicable law.
• On termination, we stop outreach at the end of the paid period. You keep your LinkedIn profiles, the connections and conversations on them, and any Booked Meetings. Our Materials are not transferred to you unless we separately agree in writing.

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.

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 Managed Inbox, you retain ownership of the contacts and sequences you provide. Nothing in these terms transfers our Materials to you, including on termination, unless separately agreed in writing.

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. Where required for clients in the EU or UK, we will enter into a separate data processing addendum on request.

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 subcontractor, team member or service provider we use to deliver the Services to provide equivalent services to you outside this engagement, without our prior written consent.

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. Nothing in these terms limits any liability that cannot be limited or excluded by law.

16 Indemnity

You will indemnify us against third-party claims, and reasonable costs, arising from the contacts, lists, sequences or other materials you provide, your use of the meetings or data produced, or your breach of these terms or of applicable law.

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. Payment obligations for Services already delivered are not excused.

19 Changes to these terms

We may update these terms from time to time. The version that applies to your engagement is the one in effect when you place or renew your Order. We will give reasonable notice of material changes that affect an active engagement.

20 Governing law and disputes

These terms are governed by the laws of Georgia (the country), and the courts of Tbilisi, Georgia have jurisdiction over any dispute, without affecting any mandatory consumer or local-law rights you may have where you are based. The parties will first try 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 oliver@oliverlythesales.com.