In short
- Your Order sets the scope, fees and term; these terms fill in the rest.
- Messages go out in your name, approved by a person, within the law and the providers' rules.
- We commit to the work, not to a number of meetings, and you see everything live.
- You own your data and the work made for you; we own the platform and our methods.
- After the first term it runs month to month, with 30 days' notice to end.
1. The agreement
These Service Terms apply when a business engages SynPulse to run outbound sales development for it (the Services). Each engagement is set out in an order form or proposal that both parties accept (an Order). The Order names the SynPulse contracting entity, the client (you), the scope, the fees and the term. The Order, these terms and the Data Processing Addendum together form the agreement. Where they conflict, the Order prevails, then the DPA, then these terms.
The Services are for businesses only. Using the SynPulse software on your own, without the Services, is governed by the Platform Terms.
2. The Services
We provide the Services described in the Order. Unless the Order says otherwise, they include:
- agreeing with you the requirement a company must meet to be approached;
- finding and researching companies and the people to approach there;
- writing and sending personal email and LinkedIn messages, approved by a person before they are sent;
- handling replies, qualifying interest, sending follow-ups, holding first meetings with prospects and handing them over to you; and
- access for your team to a SynPulse workspace showing the engagement.
We perform the Services with reasonable skill and care, in line with good industry practice. We run them on our own platform and may use carefully selected service partners and subcontractors; we remain responsible for their work.
3. Results
Outbound results depend on your market, your offer and decisions prospects make. Unless an Order states a specific commitment and the remedy for missing it, we do not guarantee any number of replies, meetings, opportunities or sales. You can see the activity and results of your engagement in your workspace at any time.
4. Your part
You agree to:
- give us accurate information about your company, offer, pricing and claims, and keep it current;
- tell us who must not be contacted, such as existing customers, open deals, partners and competitors;
- review and approve messages within a reasonable time where the Order asks for your approval;
- provide the access the Order describes, such as sending domains, accounts and calendars; and
- have someone available to take over prospects when they are ready to talk business.
You are responsible for your products and services and for the claims made about them in material you give us or approve.
5. Sending on your behalf
Messages are sent in your company's name, from the email and LinkedIn accounts the Order describes. You authorise us to send, receive and manage messages on those accounts for the Services and for no other purpose.
We pace sending to protect those accounts and follow the rules of the providers that host them. Providers can still limit, restrict or suspend an account; if that happens we will tell you promptly and work with you to restore it. At the end of the engagement, accounts on your own domains stay yours, and any accounts we set up for you are handled as the Order states.
6. Lawful outreach and data protection
Each party complies with the data-protection, electronic-marketing and anti-spam laws that apply to it. For personal data about prospects processed for your engagement, you are the controller and SynPulse is your processor under the DPA. You are responsible for having a lawful basis for the outreach; we support it by keeping outreach relevant to the recipient's role, identifying the sender clearly, honouring opt-outs straight away and keeping suppression lists.
Our Acceptable Use Policy applies to every engagement. We may decline to send any message we reasonably believe is unlawful, misleading or harmful, and we will tell you why.
7. Fees and payment
Fees are set out in the Order and are invoiced monthly in advance unless the Order says otherwise. Invoices are due within the period stated in the Order, or 14 days from the invoice date if none is stated. Fees exclude taxes, which are added where applicable. Third-party costs, such as extra sending accounts or data, are charged only where the Order provides for them.
If an undisputed invoice is more than 14 days overdue, we may pause the Services after giving you written notice, until it is paid. We may change fees for a renewal period by giving at least 30 days' written notice before it begins.
8. Term and ending
The Order states the initial term. After it, the engagement continues month to month until either party gives at least 30 days' written notice, unless the Order says otherwise. Either party may end the agreement by written notice if the other materially breaches it and does not remedy the breach within 14 days of being asked to, or becomes insolvent.
When the engagement ends, we stop new outreach, hand over conversations in progress and upcoming meetings, and on request within 30 days provide an export of the accounts, contacts, conversations and pipeline from your engagement. We then return or delete personal data as the DPA describes. Fees for work already performed remain payable.
9. Ownership
You keep all rights in your materials: your brand, your offer, and the data and lists you give us. Once paid for, the messages and account research produced specifically for your engagement are yours to use.
SynPulse keeps all rights in its platform, software, methods, prompts, templates and know-how, including improvements made while working for you, and in aggregated, de-identified insights that do not identify you or any person. Access to your workspace is licensed to you and your team for the term of the engagement.
10. Confidentiality
Each party keeps the other's confidential information confidential, uses it only for the agreement and shares it only with people who need it and are bound by similar duties. This does not apply to information that is public through no fault of the recipient, was already known to it, is independently developed or must be disclosed by law. These duties continue for three years after the agreement ends, and for as long as a trade secret remains one.
11. Warranties and liability
Each party confirms it has authority to enter into the agreement. Except as these terms expressly state, and to the extent the law allows, no other warranties apply.
Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data, however it arises. Each party's total liability under the agreement is limited to the fees paid and payable under the relevant Order in the 12 months before the event giving rise to the claim.
These limits do not apply to your obligation to pay fees, to breach of confidentiality, to the indemnities below, or to liability that cannot be limited by law, such as for fraud or for death or personal injury caused by negligence.
12. Indemnities
You will defend and compensate SynPulse against third-party claims arising from your materials, from claims about your products or services, or from instructions you gave that we followed in good faith. SynPulse will defend and compensate you against third-party claims that our platform, used as provided, infringes their intellectual property. The party asking for this protection must tell the other promptly, let it control the defence and cooperate reasonably.
13. Pausing outreach
We may pause outreach straight away, without it being a breach, where continuing would likely break the law or a provider's rules, or put a sending account's reputation at serious risk. We will tell you promptly and resume as soon as it is safe.
14. General
The parties are independent contractors. Neither may assign the agreement without the other's consent, except to a successor to its business. Neither is liable for delay caused by events beyond its reasonable control. Notices are given by email to the addresses in the Order; ours is legal@synpulse.app.
The agreement is the parties' entire agreement about its subject. If a provision is unenforceable, the rest continues. Failing to enforce a right is not a waiver of it, and no one else has rights under the agreement. The governing law and courts are those stated in the Order.
We may update these terms for future Orders. A change applies to a current engagement only when both parties agree in writing or, after 30 days' written notice, from its next renewal.