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.
• Go-Live Date: the day a Seat sends its first connection request or message, as we confirm by email.
• Service Month: each one-month period starting on a Seat's Go-Live Date, or on the same date in a later month (or that month's last day, if shorter). "Month one", "the fourth month" and similar mean these.
• Pilot: a Seat's first three Service Months (called the Initial Term in a Master Services Agreement).
• Guarantee Period: the 90 days from a Full Engine Seat's Go-Live Date, as extended under section 5.
• Booked Meeting and Free Month: as defined in section 5.
• Base fee: a Seat's recurring monthly fee stated in the Order.
• Order: the signed order form, or your written acceptance of our proposal, that states your package, Seats, fees, payment option and start date and refers to these terms.
• 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.
• Business day: a day other than a Saturday, Sunday or public holiday in England.

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 Guarantee 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. This is a capacity, not a commitment.
• 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, for each Seat, an established LinkedIn profile in good standing: a genuine personal profile with at least six (6) months of normal use and a profile photo that has not been limited or restricted in the previous ninety (90) days;
• make sure each profile's holder (the "Profile Holder") is your officer, employee or authorised representative and has given informed consent to us operating the profile and messaging in their name;
• connect each profile by exporting the Profile Holder's logged-in session cookie with the open-source Cookie-Editor extension into our outreach tool (we never ask for passwords), keep it connected, and reconnect within two (2) business days if the session ends. We recommend the inbox setting that imports only conversations our outreach starts; if you choose otherwise, we keep your other conversations confidential and do not act on them;
• not run any other automation, outreach tool or agency on a Seat's profile during the engagement;
• give us your ICP brief, any exclusion list (for example existing clients and partners) and a working booking link, and meet the sign-off and handoff times in section 5;
• ensure that any contacts or lists you provide (Your List) are accurate, lawfully obtained and lawful to use, that your offer and any claims you approve are true, and that outreach to your audience is lawful where they are;
• maintain an active LinkedIn Sales Navigator licence on each Seat, at your own cost, for the whole engagement. We do not supply Sales Navigator licences; and
• if a Profile Holder leaves or withdraws consent, tell us promptly and provide a replacement established profile. Fees continue meanwhile.

Delays on your side do not reduce or pause fees. If a Seat is not live thirty (30) days after your first payment clears because of your delay, we may by notice treat that day as its Go-Live Date, and its Guarantee Period is then extended until the delay ends.

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 12 Booked Meetings per Full Engine Seat within its Guarantee Period. If a Seat falls short, the base fee for its fourth Service Month (or, if the Guarantee Period was extended, for the first Service Month starting after it ends) is waived: the Free Month. The Free Month is your sole and exclusive remedy for the guarantee. It has no cash value, is never a refund and cannot be transferred. Fees pay for the Services, not for Booked Meetings.

The guarantee applies whether the Pilot is paid up front or monthly, provided the Seat runs to the end of its Guarantee Period. It does not apply if a Pay Monthly engagement ends at the end of month one under section 7.

What counts as a Booked Meeting

A Booked Meeting is a meeting confirmed on your calendar with a prospect who matches an agreed ICP when it is booked, which is booked and held within the Guarantee Period and actually attended by the prospect. It also counts if it does not go ahead because you cancel it, move it outside the Guarantee Period or miss it. Each prospect counts once, and prospects on an exclusion list you gave us before outreach do not count. Prospects drawn from lists or criteria you approved are treated as matching the ICP. We will make reasonable efforts to re-arrange a prospect's no-show through LinkedIn, and a re-arranged meeting counts if it is held within the Guarantee Period.

We log Booked Meetings in your reporting. A logged meeting is treated as attended and accepted unless, in writing, you report a no-show within two (2) business days after its scheduled time, or challenge it, with reasons, within five (5) business days after we log it. Prospect replies received in a Seat's inbox during the engagement, including requests to reschedule, continue to be worked as part of the Services.

Conditions

The guarantee depends on you:

• providing an established profile for the Seat as described in section 4, kept connected and in good standing throughout;
• keeping an active Sales Navigator licence on the Seat throughout;
• signing off the targeting and the messaging approach within three (3) business days of our request, and giving us any access we reasonably need;
• answering handoffs within two (2) business days and keeping a working booking link with reasonable availability;
• not narrowing or changing the ICP without our written agreement; and
• approving an audience large enough for the Seat's volume. This is treated as met unless, within the first thirty (30) days of the Guarantee Period, we tell you in writing that the audience is too small and you do not widen it within five (5) business days.

The Guarantee Period is extended by each day on which a condition above is unmet (once we have told you in writing), the Services are suspended for non-payment, the Seat's profile is restricted or disconnected (unless through our fault), or force majeure affects the Seat.

When the guarantee ends

The guarantee ends for a Seat, with no remedy, if: (a) the Seat does not complete its Pilot, including a Pay Monthly exit at the end of month one; (b) the Seat or the engagement ends before its Free Month, except as set out below; (c) you leave a material breach of these terms unremedied for fourteen (14) days after our notice; (d) any amount is unpaid thirty (30) days after its due date; (e) extensions caused by you exceed twenty (20) business days in total; or (f) the Seat's profile stays restricted for more than fourteen (14) days, unless we agree in writing a new Guarantee Period for a replacement profile. The guarantee is not a guarantee of sales, revenue, conversion or any other commercial outcome.

Confirming the result

Within five (5) business days after the Guarantee Period ends, we will send you the Booked Meeting count. It is final unless you dispute it in writing, with reasons, within ten (10) business days. If we have not sent a count, any Free Month must be claimed in writing within thirty (30) days after the Guarantee Period ends. We do not invoice a Seat's fourth Service Month until we have sent the count. If the Free Month is due and either of us has given notice to end at the end of the Pilot, that notice takes effect at the end of the Free Month instead, unless you tell us in writing that you do not want it.

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 management are included, and on Full Engine the prospect data too. The fee for your package and Seats is set out in your Order.
• The initial term (the Pilot) is three months per Seat, paid in one of two ways, as set out in your Order: (a) Paid Up Front, where the fees for all three months are payable in full, in advance; or (b) Pay Monthly, where a higher first-month fee, covering onboarding, tooling and setup, is payable in advance, followed by a monthly fee for months two and three, each payable in advance of the month it covers.
• No work will commence, no Seat will go live, and neither the Pilot nor the Guarantee Period will begin, until the first payment due under your chosen option has been received in full in cleared funds. If your first invoice is unpaid thirty (30) days after its date, either of us may end the engagement by notice, without liability.
• Every invoice is payable on receipt and in any event within seven (7) days after its date (its due date). Invoices are treated as received when we email them. On Pay Monthly, month two is invoiced only after the month-one exit window in section 7 has passed. After the Pilot, each Service Month is invoiced no earlier than fourteen (14) days before it starts, once its notice deadline has passed; where the guarantee applies, the fourth Service Month is invoiced only after we send the count under section 5.
• You pay by Wise in the currency in your Order (USD, EUR, GBP or another agreed currency), in full and without any set-off or deduction. You bear all bank, transfer and currency-conversion charges, increase any payment you are required by law to withhold from so that we receive the full amount, and account for any VAT or similar tax, including under a reverse charge.
• Any dispute about an invoice must reach us in writing, with reasons, within five (5) business days after the invoice date. The undisputed part remains payable by its due date, and an invoice not disputed in time is accepted.
• Overdue amounts carry interest at 1.5% per month (or the maximum rate permitted by law, if lower), accruing daily from the due date until paid, before and after any judgment, and you will reimburse our reasonable costs of recovering them, including legal and collection-agency fees. We both agree that this is a substantial remedy for late payment.
• If an invoice remains unpaid more than ten (10) days after its due date, we may suspend the Services on written notice until it is paid. Fees and the Pilot continue during a suspension, and the Guarantee Period is extended under section 5.
• The fourth month. Where the guarantee applies and is missed, the Seat's fourth Service Month is its Free Month under section 5. Otherwise the fourth month is billed as normal.
• Paid fees are non-refundable, except that we refund pro-rata the fees paid for any period after a Seat ends where: (a) you end it for our uncured material breach; (b) either of us ends it for force majeure under section 18; or (c) it ends under section 8 after a restriction you did not cause. The guarantee is never a refund.
• Your Sales Navigator licence is your own cost and is not included in the fee.
• 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

• Each Seat has its own Pilot, which is a fixed commitment: except as this section and sections 8 and 18 allow, it cannot be ended early and the fees for all three months are payable. After the Pilot, the engagement continues month to month.
• Pay Monthly only: you may end the engagement at the end of month one by giving at least 7 days' written notice before month one ends. No further fees are then due, and the guarantee does not apply. This option is not available where the Pilot is Paid Up Front, which runs for the full three months.
• Either party may end a Seat, or all Seats, at the end of the Pilot or at the end of any later Service Month by notice received at least 14 days before that period ends. For example, for a Seat that goes live on 10 March, the Pilot ends on 9 June and notice to end it then must be received by 26 May; on Pay Monthly, notice to end at the end of month one must be received by 2 April. Section 5 explains how a notice works with a Free Month. No Seat may be removed or change package before its Pilot ends.
• Either party may end the engagement by written notice if the other fails to remedy a material breach within fourteen (14) days after written notice describing it or, so far as the law allows, becomes insolvent or stops trading. We may also end it if you fail to pay an undisputed amount within ten (10) days after its due date and do not pay it within seven (7) days after our written notice, and we may suspend or end a Seat on written notice if we reasonably believe that continuing would break the law or risk the permanent loss of its profile. If you end the engagement for our uncured material breach, we refund pro-rata the fees paid for Services not yet delivered. If we end it for your breach, insolvency or non-payment during the Pilot, the fees you would have owed had you ended it at the earliest date this section allows become due at once.
• When the engagement ends, we stop outreach and disconnect each Seat from our tooling within five (5) business days, whether or not anything is owed. Section 9 sets out what you keep. Our Materials, including methods, workflows, validation processes, tooling configurations and messaging frameworks, are not transferred.
• Within thirty (30) days after the engagement ends, we will return and/or delete the data you supplied, with the outreach status recorded against it, as you choose in writing and as the DPA sets out. If you do not choose, we delete it. We keep only copies the law requires and the objection record in section 11.

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, as are HeyReach, Cookie-Editor and the other tools we use. We do not warrant against account restrictions, suspensions or platform changes by LinkedIn. LinkedIn's User Agreement restricts some automated activity and use of accounts by others, and LinkedIn may treat the Services as within those restrictions; you accept that risk for your profiles. You authorise us, for the engagement, to access each Seat's profile through our tooling and to send connection requests and messages and manage outreach conversations in the Profile Holder's name.

If a Seat's profile is restricted, its outreach pauses until LinkedIn restores it, and fees continue. If it is not restored within fourteen (14) days, you may connect a replacement established profile, or either party may end that Seat on written notice. In that case we refund pro-rata the fees paid for the period after it ends, unless the restriction arose from your acts or omissions or the Profile Holder's, from other automation or tools used on the profile, or from the profile's condition before the engagement. The remedies in this section are your only remedies for a 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. You may keep using the messages already sent from your profiles within those conversations, but you may not reuse our Materials for other outreach. You license us, for the engagement, to use your name, brand, materials and profiles to deliver the Services, and you confirm that this does not infringe anyone's rights.

We claim no rights in your LinkedIn profiles, your brand and marks, the connections and conversations generated on your profiles, or the Booked Meetings. On Your List, you retain ownership of the contacts you provide. On Full Engine, you may keep and use the prospect data we sourced for your engagement. The personal data within those lists is handled under section 11 and the DPA, including your return and deletion rights when the engagement ends.

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. For that personal data you are the controller and we are your processor. Our DPA forms part of these terms and applies automatically, including its standard contractual clauses and UK Addendum for transfers to us in Georgia; a DPA we both sign replaces it. We will apply reasonable safeguards and will not use prospect or reply data except to deliver your Services. No personal data, materials or confidential information you or your prospects provide is used to train any AI model. Each party will comply with the data protection laws that apply to it, including the UK GDPR and the EU GDPR where relevant.

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. After the engagement ends, we keep only a minimal record (name and LinkedIn profile) of people who objected, solely so that we do not contact them again.

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-exclusivity

We may provide services to others, including your competitors, using our general know-how, without using or disclosing your confidential information.

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

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded. Nothing in this section limits your obligation to pay fees, interest and recovery costs, including fees for the rest of the Pilot or a notice period, or your liability under section 16.

Subject to that: (a) neither party is liable to the other for loss of profit, revenue, business, opportunity, anticipated savings, goodwill, reputation or data, whether direct or indirect, or for any indirect or consequential loss; (b) we are not liable for any action LinkedIn takes on an account unless it was caused by our breach of section 8; and (c) our total liability arising under or in connection with these terms, the Order, the DPA and the Services, whether in contract, tort (including negligence) or otherwise, and including for breach of data protection law or confidentiality and under section 16, is limited to the fees paid and payable for the three (3) Service Months before the event giving rise to the first claim (with fees for longer periods spread evenly per month), or one month's fees for all Seats if that is greater. This is a single aggregate cap for all claims.

16 Indemnity

You will indemnify us against all claims, losses, costs and reasonable legal fees, and against fines so far as the law allows, arising from: (a) contacts, data, materials or instructions you provide, including your ICP and exclusion lists; (b) your offer and any approach, messaging or claims you approved; (c) a Profile Holder's claim that they did not agree to our use of their profile; or (d) your breach of these terms or of the law. This does not apply to the extent that a loss results from our breach or negligence.

We will indemnify you against third-party claims, fines and reasonable costs arising from our breach of data protection law, subject to section 15.

The party seeking an indemnity must notify the other promptly, let it control the defence, give reasonable help at its cost, and not settle without its consent.

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 outages, restrictions or changes of LinkedIn, HeyReach or other tools we use, internet or infrastructure failures, acts of government, or other events of force majeure. Force majeure never excuses an obligation to pay.

If a force majeure event prevents a party's performance for more than thirty (30) consecutive days, either party may end the affected Order or Seat on written notice, and we will refund pro-rata the fees paid 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 applies to that Order. We may update these terms; an update applies to an existing Order only from the first Service Month that starts after both its notice period and the Pilot have ended. We will give at least thirty (30) days' written notice of material changes; if you object, you may end the engagement under section 7 before the changes take effect.

20 Governing law and disputes

These terms, your Order and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by the laws of England and Wales. Except for unpaid fees or urgent relief, the parties will first attempt in good faith to resolve any dispute informally.

The courts of England and Wales have exclusive jurisdiction, except that we may sue for unpaid sums wherever you are established or have assets, and either party may seek urgent interim relief in any court. Court documents may be served by email to a party's notice address, as well as by any other lawful method. As an alternative, we may refer any dispute, in particular a claim for unpaid fees, to arbitration under the LCIA Rules, before a sole arbitrator, seated in London and conducted in English.

21 General

• Entire agreement. These terms, the Order and the DPA are the entire agreement between us on their subject matter. You have not relied on any statement that is not set out in them, including statements on our website, in marketing or in a proposal, and you have no claim in respect of any such statement, except for fraud. Timings and service standards described elsewhere, such as replying within a working day or going live within 7 days, are aims, not contractual commitments, unless they are stated in these terms or the Order.
• Changes. A change to these terms or an Order binds us only if it is agreed in writing (email is enough) by both of us and stated to be a change.
• Survival. Sections 6 (as to amounts due), 7 (as to the effect of ending), 9 to 11 and 13 to 21 survive the end of the engagement.
• Severability. If any part is found unenforceable, it applies to the minimum extent needed to be enforceable, and the rest stays in effect.
• No waiver. Not enforcing a term is not a waiver of it.
• Third parties. No one other than you and us may enforce these terms, including under the Contracts (Rights of Third Parties) Act 1999.
• Signature. An Order may be signed electronically or in counterparts, or accepted by email.
• Assignment. You may not assign these terms without our consent. We may assign them to a successor of our business, and we may subcontract as section 2 allows.
• Notices. Notices under these terms, including notice to end a Seat, must be sent by email to oliver@oliverlythesales.com or to the notice address in your Order. A notice is received on the next business day after it is sent, unless the email bounces. Messages by LinkedIn, WhatsApp or phone are not notices.
• Language. If these terms are translated, the English version prevails.

22 Contact

Questions about these terms can be sent to oliver@oliverlythesales.com.