Terms of Service

01 Parties and definitions

"We", "us" and "our" mean the owners of the unincorporated business trading as Scalixs, identified below. "You" and "your" mean the business that engages us. "Services" means the work described in section 2 and in any order form or written proposal we agree with you.

These terms apply to business customers only. We do not contract with consumers. Where an order form or proposal conflicts with these terms, the order form takes precedence for the point in conflict.

02 Scope of services

Unless the order form says otherwise, the Services are:

• Infrastructure. Registration and configuration of separate sending domains and mailboxes, and the associated SPF, DKIM and DMARC records, in your name.
• Deliverability. A warm-up period of approximately three weeks before any campaign sending, ongoing inbox placement monitoring, and rotation of sending domains where reputation requires it.
• Data. Construction of targeted prospect lists limited to corporate subscribers, with email verification.
• Operations. Sequence build, campaign sending, reply handling and weekly reporting.

The first month is a build month. No campaign email is sent during it. Campaign sending is expected to begin in week four, subject to domain and mailbox providers, warm-up performance, and your timely approval of copy and targeting.

Anything not listed above or in the order form is out of scope. We will quote separately for additional work before doing it.

03 Fees and payment

1. A one-time setup fee of £1,250 is payable in advance, before work begins. It covers the build month described in section 2.
2. A monthly fee of £1,500 is payable in advance for each subsequent month, from the start of month two. The first monthly payment falls due at the start of month two, and monthly on the same date thereafter.
3. All fees are exclusive of VAT, which we add at the prevailing rate where applicable.
4. Invoices are payable within 7 days of issue unless the order form says otherwise.
5. Fees are non-refundable once the period they relate to has begun. Work done during a build month is not refundable if you cancel part-way through it.
6. We may charge interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.
7. We may change our fees on 30 days' written notice. If you do not accept the change you may cancel under section 11 before it takes effect.

04 Ownership of infrastructure

Every domain, mailbox, sending account and tool subscription used to deliver the Services is registered in your name and remains your property throughout and after our engagement. We hold delegated access to operate them; we do not hold title to them.

The prospect lists, sequences, campaign data, reply history and reporting produced for you are yours. On termination for any reason you keep all of it, and we will hand over documentation of the setup and remove our own access within 14 days of the final day of service.

You are responsible for maintaining the accounts after our engagement ends, including renewals and payment. We are not liable for any lapse, expiry or loss of an account after our access has been removed.

05 Tooling billed directly to you

Third-party tooling — domain registration, mailbox hosting, sending platforms, data and verification services — is billed directly to your payment method at cost, with no markup. You see the actual invoices. As a guide this is in the region of £140 to £180 per month, but the true figure depends on sending volume, mailbox count and on the providers' own pricing, which we do not control.

We will tell you before adding any new tool that carries a cost. If a payment method fails and a tool lapses, we cannot be held responsible for the resulting interruption, including any loss of domain reputation.

Your use of each third-party tool is governed by that provider's own terms, which you accept directly with them.

06 Your obligations

• Provide a valid payment method for domains and tooling, and keep it current.
• Give us accurate information about your business, your offer and your target market.
• Provide a real, monitored business address for use in the sender footer, as PECR requires.
• Review and approve copy and targeting within a reasonable time. Delays in approval move the launch date.
• Handle replies and booked meetings that we pass to you, or tell us how you want them handled.
• Tell us promptly of any complaint, opt-out or regulatory contact you receive relating to campaigns we run.
• Not instruct us to send messages that are unlawful, misleading, or directed at recipients outside the categories in section 7.

07 Compliance and data protection

We send marketing email to corporate subscribers only — limited companies, limited liability partnerships, Scottish partnerships and public bodies — relying on Regulation 22 of the Privacy and Electronic Communications (EC Directive) Regulations 2003, which does not require prior consent for those entities. We do not email sole traders or unincorporated partnerships, and we will not do so on request.

Every message sent identifies the sender, includes a valid business address, and carries a working opt-out that is actioned promptly and added to a suppression list.

For personal data processed in campaigns, you are the data controller and we are your processor. Before we process any personal data on your behalf we will enter into a data processing agreement meeting Article 28 of the UK GDPR, which forms part of this contract. You confirm that you have a lawful basis for the outreach you instruct, and that any data you supply to us was lawfully obtained. Our handling of personal data is described in our privacy policy.

08 No guarantee of results

We guarantee the build and the process: infrastructure registered in your name, proper warm-up, monitored inbox placement, campaigns running, and weekly reporting.

We do not guarantee any number of meetings, replies, opportunities, deals or revenue, and nothing said in a call, proposal, email or on our website should be read as such a guarantee. Outcomes depend on your market, your offer, your pricing and factors outside our control, including the policies and filtering decisions of mailbox providers.

We do not guarantee uninterrupted deliverability. Mailbox providers change their filtering without notice. Where a sending domain degrades, our commitment is to detect it and rotate it, not to prevent it from ever happening.

09 Intellectual property

You own the campaign copy, sequences and lists we produce specifically for you, on payment of the fees due for the period in which they were produced. We grant you a perpetual, non-exclusive licence to keep using them after termination.

We retain ownership of our own methods, templates, internal tooling, checklists and know-how, including any general improvements to them arising from our work with you. Nothing in this contract transfers those to you.

10 Confidentiality

Each party will keep the other's confidential information in confidence and use it only to perform this contract. This does not apply to information that is public through no fault of the receiving party, was already lawfully held, or must be disclosed by law or by a regulator.

We will not identify you as a client publicly without your written permission.

11 Term and cancellation

1. The contract starts when you pay the setup fee or we begin work, whichever is earlier, and continues month to month.
2. Either party may cancel by giving 30 days' written notice, by email to the other party's usual contact address. Notice takes effect from the day it is received.
3. The Services continue, and fees remain payable, for the full 30-day notice period.
4. Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.
5. On termination you keep all infrastructure, accounts and data as set out in section 4. We remove our access within 14 days of the final day of service.
6. Sections 4, 5, 9, 10, 13 and 16 survive termination.

12 Suspension

We may suspend the Services, on notice, if an invoice is more than 14 days overdue, if a tooling payment method has failed, or if continuing would put us in breach of the law or a provider's terms. Suspension does not reduce fees already due, and we will resume promptly once the cause is resolved.

We may decline or stop work that we reasonably believe is unlawful, deceptive, or targeted at recipients outside the categories in section 7.

13 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.

Subject to that:

1. Neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill, or any indirect or consequential loss.
2. We are not liable for loss or damage arising from domain reputation changes, mailbox provider filtering or blocklisting decisions, the acts or omissions of third-party providers, or your failure to maintain payment for tooling.
3. Our total aggregate liability arising out of or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees you paid us in the three months immediately before the event giving rise to the claim.
4. Each party must take reasonable steps to mitigate any loss.

You accept that this allocation of risk is reflected in the level of our fees, and is reasonable between businesses of this kind.

14 Events outside our control

We are not liable for failure or delay in performing the Services caused by events beyond our reasonable control, including provider outages, changes to mailbox provider policy, failures of internet or telecommunications infrastructure, government action, or industrial action. We will tell you promptly and work to resume as soon as practicable.

15 General

• Whole agreement. These terms and the order form are the whole agreement between us and replace any earlier discussions, proposals or representations.
• Variation. Changes must be agreed in writing.
• Assignment. Neither party may assign this contract without the other's written consent, which will not be unreasonably withheld.
• No partnership. Nothing here creates a partnership, joint venture or employment relationship. We act as an independent contractor.
• Severability. If any provision is found unenforceable, the rest continues in force.
• No waiver. A delay in enforcing a right is not a waiver of it.
• Third parties. No one other than the parties has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• Notices. Written notice may be given by email to the usual contact address of each party.

16 Governing law and jurisdiction

These terms and any dispute arising out of them, including non-contractual disputes, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Questions about these terms: team@scalixs.com.