Terms of Service

These Terms of Service, together with any Engagement Letter signed by both parties, form the agreement (the "Agreement") between {{TODO: legal entity name}} ("NOVI", "we", "us", or "our") and the company engaging our services ("Client", "you", or "your"). Terms not defined here have the meaning given to them in the Engagement Letter. Where the Engagement Letter and these Terms conflict, the Engagement Letter governs.

These Terms also govern your use of the novigtm.com website. Requesting a slot does not create an engagement and does not oblige either party to enter one.

1. Definitions

1.1 "Diagnostic" means the initial assessment of your ICP, positioning, and existing outbound activity, together with the written plan that follows it.

1.2 "Engagement Letter" means the document setting out the scope, fees, start date, and any terms specific to your engagement.

1.3 "Services" means the outbound and go-to-market services described in the Engagement Letter, which may include the Diagnostic, ICP definition, sending infrastructure setup, list research, message and sequence development, campaign operation, reply handling, appointment setting, and reporting.

1.4 "Deliverables" means the work product we create specifically for you under the Engagement Letter, including ICP documentation, researched contact lists, message and sequence copy, campaign configurations, sending domains registered for you, and reporting.

1.5 "NOVI Materials" means our methods, frameworks, templates, internal tooling, scripts, research processes, checklists, and general know-how, including anything of that nature developed or improved while performing the Services. NOVI Materials are not Deliverables.

1.6 "Client Materials" means anything you provide to us, including brand assets, product information, customer data, domain access, and access credentials to your systems.

1.7 "Qualified Meeting" means a meeting that satisfies the criteria agreed in writing before launch and set out in the Engagement Letter, and that is held rather than merely booked. See section 5.3.

1.8 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would treat as confidential given its nature or the circumstances of disclosure, including client lists, pricing, campaign performance, product roadmaps, and commercial plans.

2. The Services

2.1 Scope. We will perform the Services described in the Engagement Letter with reasonable skill and care, using appropriately experienced personnel. Anything not described there is out of scope until agreed in writing.

2.2 Personnel and subcontractors. We decide who performs the work. We may use subcontractors and partners, including our deliverability partner Trust Senders, and we remain responsible for their performance and bound by the confidentiality obligations in section 7 in respect of them.

2.3 No guarantee of results. Outbound performance depends on your market, offer, pricing, product, sales capacity, and factors outside anyone's control. We do not guarantee any specific number of meetings, replies, pipeline value, or revenue, and nothing on our website or in our materials should be read as such a guarantee. Where we give estimates or timelines, they are informed judgements, not commitments.

2.4 Changes. Either party may propose a change to scope. Changes take effect only when both parties agree in writing, including any effect on fees or timelines.

3. Your responsibilities

3.1 Input and approvals. The Services depend on your participation. You will provide accurate information about your offer and market, respond to requests for input, and review and approve messaging within the timeframes agreed. Where an approval is outstanding, timelines move accordingly.

3.2 Taking meetings. Unless the Engagement Letter says otherwise, you or your team attend the meetings we book, and you own everything from the meeting onward, including qualification, proposals, negotiation, and closing.

3.3 Access. Where the Services require access to your domains, DNS, CRM, email systems, or other accounts, you will provide it and may withdraw it at any time, understanding that doing so may prevent us from performing.

3.4 Compliance. You are responsible for ensuring that your product, your offer, and the claims you ask us to make are lawful and accurate. You confirm that you have the right to provide any Client Materials to us and that our agreed use of them will not infringe anyone's rights.

3.5 Lawful outreach. Both parties will comply with applicable law in the operation of campaigns, including GDPR, CAN-SPAM, CASL, and equivalent legislation in the markets targeted. We will not knowingly send communications that breach those laws, and you will not instruct us to. Where you supply contact data, you confirm you have a lawful basis to provide it for this purpose.

4. Deliverables and intellectual property

4.1 You keep what we build for you. On payment of the fees due for the period in which they were created, all right, title, and interest in the Deliverables transfers to you. That includes the ICP documentation, researched lists, sequence copy, campaign configurations, and any sending domains we registered for you, which we will transfer to your control on request.

4.2 What stays with us. We retain all right, title, and interest in the NOVI Materials. Nothing in this Agreement transfers them to you. Where a Deliverable contains NOVI Materials, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that Deliverable for your own business purposes.

4.3 Client Materials. You keep all right, title, and interest in the Client Materials. You grant us a licence to use them as needed to perform the Services during the term.

4.4 Feedback. If you give us suggestions about our services or methods, we may use them without restriction or obligation.

5. Fees and payment

5.1 Structure. Fees are set out in the Engagement Letter and typically consist of a one-time setup fee, a monthly retainer, and a success fee for each Qualified Meeting held.

5.2 Invoicing and payment. The setup fee is invoiced on signature. The retainer is invoiced monthly in advance. Success fees are invoiced monthly in arrears, accompanied by a meeting log listing each Qualified Meeting claimed, with the date, the attending company, and the attending title. Invoices are payable within {{TODO: number}} days of the invoice date in {{TODO: currency}}. Fees are exclusive of VAT and any other applicable taxes.

5.3 Qualified Meetings and disputes. The criteria for a Qualified Meeting are agreed in writing before launch and recorded in the Engagement Letter. A meeting that is booked but not held is not billable. Where a meeting is rescheduled once and then held, it counts once. To dispute an entry on the meeting log, notify us within {{TODO: number}} days of the invoice date, identifying the entry and the criterion you say it fails. We will review it against the agreed criteria and either withdraw the charge or explain why it stands. Entries not disputed within that period are treated as accepted.

5.4 Late payment. Overdue amounts accrue interest at {{TODO: rate}} per month or the maximum permitted by law, whichever is lower. If an invoice is more than {{TODO: number}} days overdue, we may suspend the Services on written notice until it is paid, and we may recover reasonable costs of collection. Suspension does not relieve you of the obligation to pay fees for the period of suspension where the suspension results from your non-payment.

5.5 Expenses. We will bear our ordinary operating costs. Third-party costs incurred specifically for your engagement, such as domain registration, mailbox provisioning, data enrichment credits, or tooling licences, are either included in the retainer or recharged at cost, as specified in the Engagement Letter. We will not incur recharged costs without your prior written approval.

5.6 Refunds. Retainer and setup fees are non-refundable once the relevant period or work has begun, except where we terminate without cause under section 6.3.

6. Term and termination

6.1 Initial period. The engagement begins on the date in the Engagement Letter and runs for an initial build period of {{TODO: number}} months. This period exists because infrastructure, warm-up, and iteration cycles need time to produce meaningful signal.

6.2 Month to month afterwards. After the initial build period, the engagement continues month to month. Either party may end it by giving {{TODO: number}} days' written notice, effective at the end of the notice period. There is no automatic renewal into a fixed term.

6.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches this Agreement and does not cure the breach within 30 days of being notified, or becomes insolvent or subject to insolvency proceedings.

6.4 What happens on termination. You pay for Services performed and Qualified Meetings held up to the effective date. We will, within 30 days of your written request, hand over the Deliverables in a usable format and transfer control of any sending domains registered for you. We will stop all campaigns, and each party will return or destroy the other's Confidential Information on request, except for copies required by law or held in routine backups.

6.5 Survival. Sections 4, 5 (for amounts accrued), 6.4, 7, 8, 9, and 10 survive termination.

7. Confidentiality

7.1 Each party will keep the other's Confidential Information confidential, use it only to perform or receive the Services, and disclose it only to personnel and subcontractors who need it and are bound by equivalent obligations. Each party is responsible for the acts of those it discloses to.

7.2 These obligations do not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient without restriction, is lawfully received from a third party without restriction, or is independently developed without reference to the disclosing party's information.

7.3 A party may disclose Confidential Information where required by law or court order, giving the other party reasonable advance notice where lawful to do so.

7.4 These obligations continue for three years after termination, and indefinitely for anything that qualifies as a trade secret.

8. Data protection

Where we process personal data on your behalf in performing the Services, we act as processor and you act as controller. The parties will enter into a data processing addendum, which is incorporated into this Agreement by reference. Our handling of personal data relating to our own website visitors and business contacts is described in our Privacy Policy.

9. Warranties, disclaimers, and liability

9.1 Mutual warranties. Each party warrants that it is validly constituted, has authority to enter this Agreement, and that doing so does not conflict with any other obligation it has.

9.2 Our warranty. We warrant that the Services will be performed with reasonable skill and care by suitably experienced personnel. This is the only warranty we give.

9.3 Disclaimer. Except as stated in section 9.2, and to the fullest extent permitted by law, we exclude all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant any particular deliverability outcome, inbox placement rate, reply rate, meeting volume, or revenue result.

9.4 Indirect losses. Neither party is liable to the other for indirect, incidental, consequential, special, or punitive damages, or for loss of profits, revenue, anticipated savings, business opportunity, goodwill, or data, however caused, even if advised of the possibility.

9.5 Liability cap. Each party's total aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid or payable by you to us in the six months immediately preceding the event giving rise to the claim.

9.6 Exclusions from the cap. The limits in sections 9.4 and 9.5 do not apply to your obligation to pay fees, either party's breach of confidentiality, either party's indemnity obligations under section 10, or liability that cannot lawfully be limited, including fraud, fraudulent misrepresentation, and death or personal injury caused by negligence.

10. Indemnities

10.1 By us. We will defend and indemnify you against third-party claims that the Deliverables, as created by us and used as agreed, infringe that third party's intellectual property rights, and against losses finally awarded or agreed in settlement.

10.2 By you. You will defend and indemnify us against third-party claims arising from the Client Materials, from your product or the claims you asked us to make about it, from contact data you supplied, or from your breach of section 3.

10.3 Process. The indemnified party will notify the other promptly, allow the indemnifying party to control the defence and settlement, and provide reasonable cooperation at the indemnifying party's expense. No settlement that admits fault or imposes an obligation on the indemnified party may be made without its consent.

10.4 Exclusions. Section 10.1 does not apply where the claim arises from Client Materials, from your modification of a Deliverable, or from use of a Deliverable in combination with anything not supplied by us where the claim would not have arisen otherwise.

11. General

11.1 Non-solicitation. During the engagement and for twelve months afterwards, neither party will solicit for employment any individual who worked directly on the engagement for the other party. General advertising not targeted at those individuals is not a breach.

11.2 Publicity. We will not name you, use your logo, or describe your engagement publicly without your prior written consent. We may describe engagements anonymously, in terms that do not reasonably identify you, such as by sector and company stage.

11.3 Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other.

11.4 Assignment. Neither party may assign this Agreement without the other's written consent, which will not be unreasonably withheld, except that either party may assign it to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

11.5 Notices. Notices must be in writing and sent to the email addresses in the Engagement Letter, or to {{TODO: legal email}} for us. Notices are deemed received on the next business day after successful transmission.

11.6 Governing law and jurisdiction. This Agreement is governed by the laws of {{TODO: jurisdiction}}, without regard to conflict of law rules. The courts of {{TODO: jurisdiction}} have exclusive jurisdiction over any dispute, and both parties submit to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.7 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. The affected party will notify the other promptly and resume as soon as reasonably possible.

11.8 Severability and waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement continues in force. A failure to enforce a provision is not a waiver of it.

11.9 Entire agreement. This Agreement and the Engagement Letter are the entire agreement between the parties on this subject and supersede all prior discussions and understandings. Amendments must be in writing and signed by both parties.

11.10 Construction. Headings are for convenience. "Including" means "including without limitation". This Agreement will be read fairly and without presumption against the drafter.

12. Website terms

12.1 The content of the novigtm.com website is provided for general information. It does not constitute an offer, and nothing on it forms part of any agreement between us unless repeated in an Engagement Letter.

12.2 You may not use the website to send unlawful, abusive, or automated submissions, or attempt to interfere with its operation or security.

12.3 All content on the website, including text, design, and graphics, belongs to us or our licensors and may not be reproduced without permission.

13. Contact

{{TODO: legal entity name}}

{{TODO: registered address}}

{{TODO: legal email}}