Terms of Business

These Terms of Business govern the agreement between Closenine Inc and you, our client.

These Terms of Business ("Terms") are entered into between [Full legal entity name] trading as Closenine ("Closenine", "we", "us" or "our") and the individual or organisation that engages our services ("Client", "you" or "your").

By booking a call and proceeding to sign up for a plan, confirming an order, or otherwise using our services, you agree to these Terms. If you are agreeing on behalf of a company, you confirm that you are authorised to bind that company.

We provide fully managed business to business go-to-market and appointment setting services.

Depending on the plan you select (Sweep or Full Spectrum), our services may include go-to-market strategy, ideal customer profile definition, list building, data sourcing and enrichment, copywriting, multichannel outbound execution across email, LinkedIn, advertising and AI cold calling, reply handling, reporting and a dedicated account manager.

The specific scope, channels and volumes for your engagement are those described for your chosen plan and any details agreed with you in writing during onboarding.

After you sign up, we run a kickoff process to set up your campaigns. To deliver the services, you agree to provide the information we reasonably need, including your ideal customer profile, offer details, target markets, brand guidance and any assets or approvals required.

Our timelines assume timely cooperation. Where onboarding is delayed because required information or approvals are outstanding, the engagement start and delivery may be adjusted accordingly.

Our services are provided for a flat monthly fee, billed in advance.

The fee for your plan is charged on a recurring monthly basis, in advance, from your start date. Unless agreed otherwise in writing, fees are exclusive of any applicable taxes, which you are responsible for.

Accepted payment methods and invoicing details are provided at sign up, and payment is due on the invoice or billing date.

If a payment fails or is overdue, we may suspend or pause the services until payment is received. We will give you reasonable notice before suspending active campaigns for non-payment.

All fees are non-refundable.

Except where a refund is required by applicable law, all fees are non-refundable, including the fee for the month or billing period already in progress at the time you cancel.

If you cancel, your campaigns continue to run through the end of the period you have already paid for, and you will not be billed for the following period. We do not provide partial or pro rata refunds for the current period.

Our services are month to month, with no long-term lock-in.

The engagement runs on a rolling monthly basis. There is no long-term contract. Either party may cancel at any time, effective at the end of the current paid month, by giving notice through the method we specify at sign up or by contacting your account manager.

Either party may terminate immediately if the other materially breaches these Terms and, where the breach can be fixed, fails to fix it within a reasonable time after written notice.

On termination, you remain responsible for any fees already due, and each party will return or delete the other's confidential information on request, subject to any legal retention requirements.

You are responsible for the accuracy of what you provide and for the compliance of the content you approve.

• Providing accurate, complete and up to date information, and the necessary rights to any materials you give us.
• Reviewing and approving messaging, target lists and campaign settings in a timely manner.
• Ensuring that the offers, claims and content you approve are lawful, accurate and not misleading.
• Complying with the laws that apply to your outbound communications, including CAN-SPAM, CASL, the GDPR, the UK GDPR and PECR, for the content and audiences you approve.

You acknowledge that you are the controller of your campaign data and that you are responsible for having a lawful basis for the outreach we carry out on your instructions.

Both parties agree to protect each other's confidential information.

Each party may receive confidential information belonging to the other, including business plans, client data, leads, strategies, pricing, know-how and any information marked or reasonably understood to be confidential.

Each party agrees to keep the other's confidential information secret, to use it only to perform or receive the services, and not to disclose it to third parties except to staff and sub-processors who need it and are bound by similar obligations.

These confidentiality obligations continue for [confidentiality period, for example three years] after the engagement ends. They do not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law.

Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.

Where we process personal data that you provide or own in order to deliver the services, we act as a processor and you act as the controller. We will process that data in line with your lawful instructions and applicable data protection law. Where required, the parties will enter into a Data Processing Addendum that governs this processing, and it will prevail over these Terms to the extent of any conflict on data protection matters.

Each party keeps ownership of the intellectual property it owned before the engagement, and of its own tools, methods, templates and systems.

Subject to full payment of the relevant fees, you own or receive a licence to use the campaign deliverables we create specifically for you, such as your approved copy, target lists and reports, for your own business purposes. We keep ownership of our underlying methods, frameworks and any reusable components, and may use general knowledge and experience gained from the engagement.

We bring genuine effort, experience and best practice to every engagement, but we do not guarantee specific results, response rates, meetings or revenue. Any forecasts or estimates we share are an honest projection based on experience, not a promise, and actual outcomes depend on factors including your market, offer, pricing and responsiveness.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special or consequential losses, or for loss of profits, revenue, data or goodwill, arising out of or in connection with the services.

Each party's total aggregate liability arising out of or in connection with these Terms is limited to the total fees paid by you to Closenine in the [three] months immediately before the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited by law.

Each party agrees to indemnify the other against reasonable losses, damages and costs arising from its breach of these Terms or from third party claims caused by its own acts or omissions.

In particular, you agree to indemnify us against claims arising from the content, offers, target audiences and instructions you approve, and from your use of the deliverables, to the extent they are within your control and not caused by our breach.

Neither party is responsible for delay or failure to perform caused by events beyond its reasonable control, including natural events, outages, failures of third party platforms, strikes, acts of government or other force majeure events. The affected party will take reasonable steps to limit the impact and resume performance as soon as practicable.

These Terms, and any dispute arising from them, are governed by the laws of [Governing law jurisdiction], without regard to conflict of law rules.

The parties will first try to resolve any dispute in good faith through discussion. If they cannot, the dispute will be subject to the [exclusive jurisdiction of the courts of, or arbitration in] [jurisdiction], as set out in the final signed agreement.

We may update these Terms from time to time. When we make material changes, we will give you reasonable notice, for example by email or through our website, and update the date at the top of this page. If you continue to use the services after the changes take effect, you accept the updated Terms.

These Terms, together with the Privacy Policy, any order or plan details and any Data Processing Addendum, form the entire agreement between the parties and replace any prior discussions on the same subject.

If any provision is found to be invalid or unenforceable, the rest of these Terms remain in force, and the invalid provision will be applied as closely as possible to its original intent.

If you have any questions about these Terms, contact us at:

[Full legal entity name], [registered address]. Email: [contact email].