Terms and Conditions

1.1 An “Order” is placed when the Customer selects a Tier, confirms acceptance of these Terms by ticking the acceptance box presented at checkout, and completes payment through OPM's online checkout (operated by Stripe). The Order records the Tier selected, the fees payable, and the date of purchase. A binding agreement on these Terms comes into force at the moment payment is successfully completed (the “Start Date”), or on such later start date as OPM confirms in writing.

1.2 The person placing the Order confirms that they are authorised to enter into this Agreement on behalf of the Customer and that the Customer is a business acting in the course of its trade, and not a consumer. The Service is supplied for business purposes only.

1.3 The Tiers, monthly fees, onboarding fee, top-up price and Prospect Capacity applicable at the time of purchase are those displayed at checkout and on OPM's pricing page, and are incorporated into the Order. Fee changes after purchase are governed by clause 6.5.

1.4 OPM may update these Terms from time to time. The version in force when the Customer places its Order applies, and OPM shall give existing Customers not less than thirty (30) days' written notice of any material change, which takes effect from the next monthly billing date after the notice period ends. If the Customer objects to a material change, it may terminate this Agreement by written notice expiring before the change takes effect. Each version of these Terms is dated, and prior versions are available from OPM on request.

2.1 In this Agreement: “Business Day” means a day other than a Saturday, Sunday or public holiday in England; “Customer Materials” means all information, content, branding, knowledge base content and other materials provided by or on behalf of the Customer in connection with the Service; “Onboarding Form” means the form completed by the Customer after purchase, recording its legal name, company number, registered office, authorised approver contact and related operational details; “Prospect” means an individual or organisation identified and entered into research by the Service on the Customer's behalf; “Prospect Capacity” means the maximum number of Prospects that may be worked in a calendar month under the Customer's selected Tier; “Service” means the Envoy managed outbound engagement service described in clause 3; and “Tier” means the service tier selected in the Order.

2.2 Clause headings are for convenience only and do not affect interpretation. “Including” and similar expressions mean including without limitation.

3.1 OPM shall provide the Customer with a managed outbound engagement service under the “Envoy” name, comprising: (a) identification of Prospects matching the prospect profile agreed with the Customer during onboarding; (b) research on each Prospect; (c) drafting of personalised outreach messages in the Customer's voice; (d) submission of every outbound message to the Customer for approval before it is sent; (e) sending of approved messages, and follow-up messages, from one or more dedicated sending domains; (f) handling of replies and scheduling of meetings into the Customer's calendar; and (g) periodic reporting on campaign activity and performance.

3.2 A Prospect is counted against Prospect Capacity when it enters research, regardless of how many messages are subsequently sent to that Prospect. Follow-up messages to a worked Prospect are included at no additional charge.

3.3 OPM may improve, modify or update the manner in which the Service is delivered from time to time, provided such changes do not materially reduce the nature or quality of the Service.

4.1 The Customer shall pay the one-off onboarding fee stated at checkout, covering sending domain registration and configuration, deliverability warm-up, prospect profile configuration, knowledge base build and voice calibration. The onboarding fee is payable at the time of the Order and is non-refundable once onboarding work has commenced.

4.2 Promptly following the Order, the Customer shall complete the Onboarding Form and provide the Customer Materials reasonably required to configure the Service. OPM's delivery obligations are dependent on receipt of this information, and any delay in providing it may delay onboarding without reducing or suspending fees.

4.3 The Customer acknowledges that, in order to protect email deliverability, the initial weeks following the Start Date (typically three to four weeks) are used for sending domain warm-up, during which limited or no outreach is sent. This warm-up period is a necessary part of the Service and monthly fees are payable in full during it.

5.1 This Agreement commences on the Start Date and continues for an initial term of three (3) months (the “Initial Term”), after which it continues automatically on a rolling monthly basis. The length of the Initial Term is stated at checkout before payment is taken.

5.2 Either party may terminate this Agreement, effective at the end of the Initial Term or at any time thereafter, by giving the other not less than one (1) month's written notice.

6.1 The Customer shall pay the monthly fee for the selected Tier, monthly in advance, with the first payment taken at the time of the Order and subsequent payments taken on the corresponding day of each following month.

6.2 All payments under this Agreement are collected by recurring credit or debit card payment through OPM's payment provider (currently Stripe). The Customer authorises OPM to charge the registered card for the monthly fee, the onboarding fee, any top-up purchases requested by the Customer, and any other sums properly due under this Agreement, and shall keep a valid card registered at all times.

6.3 OPM is not currently registered for UK VAT, and no VAT is charged on fees under this Agreement. If OPM becomes registered for VAT, VAT will be added to the fees at the prevailing rate from the effective date of registration, and OPM shall give the Customer not less than thirty (30) days' written notice before VAT is first applied.

6.4 If a payment fails, OPM may retry the card. If any sum remains unpaid seven (7) days after its due date, OPM may suspend the Service until payment is received in full. Suspension does not relieve the Customer of its obligation to pay fees falling due during the period of suspension where the suspension arises from the Customer's non-payment.

6.5 OPM shall not increase fees during the Initial Term. Thereafter, OPM may vary its fees on not less than thirty (30) days' written notice. If the Customer objects to an increase, it may terminate this Agreement by written notice expiring before the increase takes effect.

6.6 Unused Prospect Capacity does not roll over between months, and no refund or credit is given for unused capacity.

7.1 Prospect Capacity is a hard monthly cap. Once the cap is reached in a given month, the Service stops entering new Prospects into research until the start of the next monthly period or the purchase of a top-up, whichever is earlier. Approved messages and follow-ups to already-worked Prospects continue unaffected.

7.2 The Customer may purchase additional capacity in blocks of one hundred (100) Prospects at the top-up price displayed at checkout or on OPM's pricing page at the time of purchase. Top-ups are valid only for the monthly period in which they are purchased and are charged to the registered card at the time of purchase.

7.3 The Customer may upgrade its Tier at any time, effective immediately, with the difference in fees pro-rated for the remainder of the current monthly period. Following the Initial Term, the Customer may downgrade its Tier on one (1) month's written notice, effective from the next monthly billing date.

8.1 The Customer shall: (a) provide accurate, complete and lawful Customer Materials, and keep the knowledge base information underpinning the Service up to date; (b) nominate at least one contact authorised to approve outbound messages on its behalf; and (c) co-operate reasonably with OPM in the configuration and running of campaigns.

8.2 No outbound message is sent without the Customer's approval. The Customer shall review and action approval requests promptly, and in any event within three (3) Business Days. Delays in approval may pause sending but do not suspend or reduce fees, and capacity left unworked as a result of delayed approvals does not roll over or attract any credit.

8.3 The Customer is solely responsible for the content of every message it approves. Approval of a message constitutes the Customer's confirmation that the message is accurate, not misleading, and compliant with all laws, regulations and industry rules applicable to the Customer's business and sector (including, where relevant, rules governing financial promotions or other regulated communications).

8.4 The Customer shall not use, or instruct OPM to use, the Service: (a) to send content that is unlawful, deceptive, defamatory or infringes the rights of any third party; (b) to market products or services that are unlawful in the recipient's jurisdiction; or (c) in any manner that OPM reasonably considers likely to damage the deliverability, reputation or integrity of the Service.

9.1 OPM shall register and manage one or more dedicated sending domains for the exclusive use of the Customer's campaigns. The Customer grants OPM a non-exclusive licence to use the Customer's name, branding and trade marks solely to the extent necessary to provide the Service, including in the registration and use of sending domains and in the content of approved messages.

9.2 On termination of this Agreement, OPM shall, at the Customer's written request made within thirty (30) days of termination, transfer the sending domain(s) to the Customer at OPM's reasonable cost of transfer. In the absence of such a request, OPM may allow the domain(s) to lapse. OPM shall not reuse a sending domain registered for the Customer for any other customer.

10.1 The Customer acknowledges that reply rates, meetings booked, sales and revenue depend on factors outside OPM's control, including the Customer's market, proposition, pricing, reputation, recipient behaviour and the policies of mailbox providers. OPM does not warrant or guarantee any level of replies, meetings, sales, revenue or other commercial outcome.

10.2 Any figures, projections or examples contained in OPM's marketing materials, calculators or proposals are illustrative only and do not form part of this Agreement.

10.3 OPM shall provide the Service with reasonable skill and care and in accordance with good industry practice on email deliverability.

11.1 Each party shall comply with its obligations under the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (“PECR”) in connection with this Agreement.

11.2 In respect of personal data relating to Prospects processed by OPM on the Customer's behalf in the provision of the Service, the Customer is the controller and OPM is the processor. The data processing terms at Annex A apply to such processing.

11.3 The Service is designed for business-to-business outreach. The Customer is responsible for ensuring that its campaign instructions and target profiles are lawful, including under PECR. OPM shall include in each outbound message the identity of the sender and a means of opting out, shall honour opt-out requests, and shall maintain a suppression list for the Customer's campaigns.

11.4 Each party acts as an independent controller of the other party's business contact details processed for the purposes of administering this Agreement.

12.1 OPM and its licensors retain all intellectual property rights in the Envoy platform, software, systems, prompts, workflows, templates, methodologies and know-how, and in all improvements to them. Nothing in this Agreement transfers any such rights to the Customer.

12.2 The Customer retains all intellectual property rights in the Customer Materials and grants OPM a non-exclusive licence to use them solely for the purpose of providing the Service.

12.3 OPM assigns to the Customer, with effect from payment of the fees for the relevant monthly period, all copyright in the final approved text of outbound messages sent in the Customer's name during that period, for use in the Customer's business.

12.4 OPM may collect and use anonymised, aggregated campaign performance data, which contains no personal data and no Customer confidential information, to operate, benchmark and improve the Service.

13.1 Each party shall keep confidential all non-public information disclosed to it by the other in connection with this Agreement, shall use such information solely for the purposes of this Agreement, and shall not disclose it to any third party except to its employees, contractors and professional advisers who need to know it and are bound by equivalent obligations of confidence.

13.2 Clause 13.1 does not apply to information that is or becomes public other than through breach, was lawfully known to the recipient without restriction before disclosure, is lawfully received from a third party, is independently developed, or is required to be disclosed by law or a competent authority.

13.3 The obligations in this clause 13 continue during the term of this Agreement and for three (3) years after its termination.

14.1 In addition to clause 6.4, OPM may suspend all or part of the Service, giving notice where reasonably practicable, if: (a) the Customer is in breach of clause 8.3 or 8.4; (b) OPM reasonably believes that the Customer's instructions or approved content create a material legal, regulatory or deliverability risk; or (c) OPM reasonably suspects fraudulent or unauthorised activity on the account. Fees remain payable during any suspension arising from the Customer's act or omission.

15.1 Either party may terminate this Agreement immediately by written notice if the other: (a) commits a material breach which is not remedied within fourteen (14) days of written notice requiring remedy; or (b) becomes insolvent, enters administration or liquidation, or suffers any analogous event.

15.2 On termination for any reason: (a) all sums due to OPM become immediately payable, and no further recurring card payments will be taken other than for sums properly due; (b) OPM shall cease all campaigns run for the Customer; (c) at the Customer's written request made within thirty (30) days, OPM shall provide the Customer with an export, in a commonly used format, of the Prospect and campaign data generated for the Customer under this Agreement; and (d) OPM shall thereafter delete or return personal data in accordance with Annex A.

15.3 Clauses 2, 6 (in respect of accrued sums), 10, 11, 12, 13, 15.2, 15.3, 16, 17, 18 and 19, and Annex A, survive termination.

16.1 Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

16.2 Subject to clause 16.1, neither party shall be liable to the other for any indirect, special or consequential loss, or for loss of profits, revenue, business, goodwill, data or anticipated savings, arising out of or in connection with this Agreement.

16.3 Subject to clauses 16.1 and 16.2, each party's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid or payable by the Customer to OPM under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim (or, where the event occurs within the first twelve months, the sums paid or payable up to the date of the event).

17.1 The Customer shall indemnify OPM against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising from any third-party claim to the extent it results from: (a) the Customer Materials; (b) the content of messages approved by the Customer; or (c) the Customer's breach of clause 8 or clause 11.3.

18.1 This Agreement, comprising these Terms, the Order and Annex A, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions and arrangements. Neither party has relied on any statement not set out in this Agreement, provided that nothing in this clause limits liability for fraud.

18.2 Subject to clause 1.4, no variation of this Agreement is effective unless made in writing and signed (or expressly agreed in writing by email) by both parties.

18.3 Neither party may assign or transfer this Agreement without the other's prior written consent (not to be unreasonably withheld), except that OPM may assign it to an affiliate or to a purchaser of all or substantially all of its business.

18.4 Nothing in this Agreement creates any partnership, joint venture, agency or employment relationship between the parties.

18.5 Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it notifies the other and uses reasonable endeavours to mitigate.

18.6 Notices under this Agreement shall be given by email, in the case of notices to the Customer to the contact email address provided at checkout or in the Onboarding Form (as most recently updated), and in the case of notices to OPM to the contact address published by OPM for this purpose, and are deemed received on the next Business Day after transmission, provided no delivery failure is received.

18.7 No person other than a party to this Agreement has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

18.8 If any provision of this Agreement is held invalid or unenforceable, the remainder continues in full force, and the provision shall apply with the minimum modification necessary to make it valid and enforceable.

19.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

A1 Processing details. Subject matter: provision of the Envoy outbound engagement service. Duration: the term of the Agreement plus the deletion period in paragraph A8. Nature and purpose: identification and research of Prospects, drafting and sending of approved outreach messages, handling of replies and scheduling of meetings, suppression list management and campaign reporting. Categories of data subjects: individuals at prospective customer organisations of the Customer. Types of personal data: name, job title, employer, business contact details (email, telephone), professional profile URLs and publicly available professional information. No special category data is intended to be processed, and the Customer shall not instruct OPM to process any.

A2 Instructions. OPM shall process Customer Personal Data only on the Customer's documented instructions (which include this Agreement and campaign configurations approved by the Customer), unless required to do otherwise by law, in which case OPM shall inform the Customer unless prohibited from doing so. OPM shall inform the Customer if, in its opinion, an instruction infringes data protection law.

A3 Confidentiality. OPM shall ensure that persons authorised to process Customer Personal Data are bound by obligations of confidentiality.

A4 Security. OPM shall implement appropriate technical and organisational measures to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking into account the state of the art, the costs of implementation and the nature of the processing.

A5 Sub-processors. The Customer gives general written authorisation for OPM to engage sub-processors in the provision of the Service (including hosting, AI model, data enrichment and payment providers). OPM shall maintain a list of sub-processors, available on request, shall give the Customer not less than fourteen (14) days' notice of any intended addition or replacement, and shall impose on each sub-processor data protection obligations no less protective than those in this Annex. OPM remains responsible for the acts and omissions of its sub-processors.

A6 Assistance. Taking into account the nature of the processing, OPM shall assist the Customer, by appropriate technical and organisational measures and at the Customer's reasonable cost where the request is material, in responding to data subject rights requests and in meeting the Customer's obligations regarding security, breach notification, data protection impact assessments and prior consultation.

A7 Personal data breach. OPM shall notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Personal Data, and shall provide reasonable information and co-operation to enable the Customer to meet its own notification obligations.

A8 Deletion and return. On termination of the Agreement, OPM shall, at the Customer's option, return or securely delete Customer Personal Data within sixty (60) days, save for data OPM is required by law to retain and suppression records retained to honour opt-outs.

A9 Audit. OPM shall make available to the Customer information reasonably necessary to demonstrate compliance with this Annex, and shall allow for and contribute to audits conducted by the Customer or its appointed auditor, on reasonable notice, not more than once in any twelve-month period, and subject to reasonable confidentiality and security requirements.

A10 International transfers. OPM shall not transfer Customer Personal Data outside the United Kingdom unless the transfer is to a country covered by UK adequacy regulations or is subject to appropriate safeguards recognised under UK GDPR (such as the UK International Data Transfer Agreement or Addendum).