Terms & Conditions
Company number 12478449
Version 4.0
These terms apply when we run outreach for you. If we are licensing platform seats to you instead, our Licensing Terms apply and these do not.
We supply businesses only. These terms apply to business customers and are not consumer terms. If you are buying as a consumer rather than for the purposes of a business, we cannot supply you.
How this works:
The full detail is below. These six points shape the relationship more than anything else, so we have put them up front rather than leaving you to find them.
What we do. We start conversations with prospects and hand them to you to close. We cannot guarantee how many, because that depends on your offer, your pricing and how you follow up. Section 10.
What we need from you. Reply to leads and tell us what happened. Outreach succeeds or fails on this more than on anything we control. Section 4.
What you pay. A monthly retainer that already covers the data, domains, inboxes and tools we use. We can raise it once a year if our costs rise, and if the rise is large you can leave. Section 5.
If payment stops. We can pause your campaigns until the account is clear, and fees still apply during the pause. Restarting carries a charge, because sending infrastructure has to be rebuilt. Section 7.
If something goes wrong. Our liability is capped at the fees you paid us in the previous 12 months. Section 15.
Our team. You cannot hire the people who worked on your account for 12 months after we finish. Section 14.
Contents:
Who we are
The agreement
What we do
What we need from you
What you pay
Tax and international payments
If you pay late
Commission
How long this lasts
What we can promise
Data protection
Confidential information
Who owns what
Our people
If something goes wrong
Sanctions and bribery
Things outside our control
The legal bit
1. Who we are
1.1 We are ROCI Agency Ltd, company number 12478449, registered at 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF.
1.2 We trade as ROCI Agency and as ROCI. Any order form, invoice, proposal or message sent under any of those names comes from ROCI Agency Ltd and creates rights and obligations for that company.
1.3 In these terms, "we", "us" and "our" mean ROCI Agency Ltd. "You" and "your" mean the organisation named on the Order Form.
1.4 The "Order Form" is the contract document, quotation or order confirmation we issue and you accept. It sets out your package, fees, currency, start date and contract length.
1.5 A "working day" is any day other than a Saturday, Sunday or public holiday in England.
2. The agreement
2.1 These terms apply to your Order Form. Together with the Order Form and the proposal it refers to, they are the whole agreement between us.
2.2 You accept these terms by signing the Order Form, by paying an invoice we issue under it, or by letting us start work.
2.3 If the Order Form says something different to these terms, the Order Form applies.
2.4 This agreement replaces everything said or written beforehand, apart from anything either of us said dishonestly.
2.5 If you send us a purchase order, or ask us to accept your supplier terms or use your procurement portal, your terms do not apply. These do, even if we sign or return your document.
2.6 We may update these terms. Any update applies to new agreements only. It never changes one already running.
3. What we do
3.1 We run the outreach set out in your Order Form and proposal. That means starting conversations with prospects on your behalf, through the channels we have agreed.
3.2 We hand relationships over to you to close. We do not close on your behalf unless we have agreed that separately in writing.
3.3 We choose the tools, sequences, targeting and copy we use, and we may change them. We will keep to the service level you are paying for.
3.4 If you want to add services we will confirm it in writing. Added services run on these terms and appear on your next invoice.
3.5 We can help you prospect inside existing client accounts. That depends on our capacity and your package.
3.6 We may use subcontractors and third party software. We stay responsible for the work.
3.7 We run our own CRM and outreach platforms. Those systems, and everything we build inside them, stay ours.
4. What we need from you
This section matters. Outreach fails more often because of these than because of anything we do.
4.1 Complete our onboarding documents within 14 days of receiving them. If you do not, your launch date may move. Your start date and invoicing schedule do not.
4.2 Give us accurate and complete information. Tell us promptly if your offer, pricing, target market, structure or capacity changes.
4.3 Reply to the leads we generate within a reasonable time, and tell us what happened. We cannot improve what we cannot see.
4.4 Tell us about leads, introductions and opportunities that come from our work. This applies while we work together and for 12 months afterwards. We need it to measure results and to work out any commission due.
4.5 Do not use our methods, sequences, frameworks or materials to build the same capability in house, or for anyone else. This applies while we work together and for 12 months afterwards.
4.6 You may use the data we supply for your own marketing while we work together. That right ends when we finish, unless we agree otherwise in writing.
4.7 If you do not do these things, we are not responsible for the resulting delay or shortfall, and your fees remain payable in full.
5. What you pay
5.1 You pay the set-up fee on your Order Form before we start work. It is not refundable once onboarding has begun.
5.2 You pay the monthly retainer on your Order Form for each month of the term.
5.3 We invoice on the 1st, 10th or 20th of the month, as stated on your Order Form. Invoices are payable within 30 days unless the Order Form says otherwise.
5.4 Your retainer covers the third party costs we pay to deliver your package, including data, enrichment credits, domains, inboxes and platform seats. We do not add these to your bill. If you ask for work outside your package, we will quote it and agree it with you before spending anything.
5.5 We may increase the retainer after the initial contract period, on 30 days written notice. Any rise reflects our increased cost of keeping your service running, including platform, data, enrichment, domain, inbox and staff costs, and general inflation measured by the Consumer Prices Index. We will explain the basis if you ask.
5.6 Pay in full. Do not deduct or set off anything, unless the law requires it or 6.4 applies.
6. Tax and international payments
6.1 All fees exclude VAT and any other tax, levy or duty in any country. We add UK VAT at the current rate where it applies.
6.2 If you are based outside the United Kingdom, we invoice without UK VAT where the place of supply rules allow. You account for any tax due in your own country, including under the reverse charge. Give us evidence of your business status and tax registration if we ask.
6.3 If we are required to charge tax in your country, including any state or local sales tax, we will add it to the invoice at the current rate.
6.4 If your law requires you to deduct withholding tax, increase the payment so that we receive the full invoiced amount. Send us the tax certificate within 30 days.
6.5 You cover currency conversion costs and bank charges. The amount that reaches our account must match the invoice.
7. If you pay late
7.1 Interest runs daily on anything overdue at 8% a year above the Bank of England base rate, from the due date until we are paid. We may instead claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
7.2 If an invoice is more than 10 working days overdue, we may pause all services on written notice until your account is clear.
7.3 Pausing does not stop your fees. We do not credit lost campaign time.
7.4 If we have paused your services, a restart charge of £250 applies before we resume. This covers reconfiguring your sending infrastructure, restoring warm-up schedules and rebuilding your sending calendar.
7.5 If you pay late three or more times, we may ask for payment in advance for the rest of the term.
7.6 You cover our reasonable costs of recovering overdue money, including legal fees and collection agency fees.
8. Commission
This section applies only if your Order Form says commission is payable.
8.1 You pay us commission at the rate on your Order Form, on the net revenue you invoice to any prospect we introduced.
8.2 Commission runs for as long as you keep invoicing that prospect, with no time limit, unless your Order Form sets a commission period. Where it does, that period runs from the date of the first opportunity with that prospect.
8.3 Net revenue means what you invoice, excluding VAT and excluding any third party costs you pass on at cost.
8.4 Pay commission within 30 days of the prospect paying you. Send us a statement of qualifying revenue each quarter.
8.5 Commission keeps running after this agreement ends.
8.6 A prospect counts as introduced by us if we made the introduction and you were not already in active commercial discussion with them at that point. If you were, tell us within 10 working days with evidence. If you do not, the introduction stands.
8.7 Keep accurate records of qualifying revenue. If we have a reasonable query about a statement, we will talk it through in good faith and you will send supporting information within 10 working days.
8.8 If a query is still unresolved after 30 days, we may appoint an independent accountant to review the relevant records, on 10 working days notice and no more than once a year. We pay for it, unless the review finds an underpayment of more than 5%, in which case you do.
9. How long this lasts, and how to end it
9.1 This agreement starts on the date on your Order Form and runs for the length stated there. We call that the initial term.
9.2 After the initial term it continues month to month until one of us ends it.
9.3 Either of us may end it by giving one calendar month's written notice by email. Notice cannot expire before the end of the initial term, and giving notice during the initial term does not shorten it. Fees for the initial term and the notice period remain payable in full.
9.4 Either of us may end it immediately, in writing, if the other:
breaks this agreement seriously and does not put it right within 14 days of being told, or
becomes insolvent, enters administration or liquidation, or anything equivalent happens in another country.
9.5 We may end it immediately if an invoice is 30 days overdue, or if section 16 applies.
9.6 When this agreement ends, all outstanding fees become payable immediately, we stop campaign activity and switch off active sequences, and each of us returns or deletes the other's confidential information on request, unless the law requires us to keep it.
9.7 Sections 4.4, 4.5, 6, 7, 8, 11, 12, 13, 14, 15, 16 and 18 continue to apply after this agreement ends.
10. What we can and cannot promise
10.1 We will work with reasonable skill and care, to good industry standards.
10.2 We cannot guarantee any number of leads, meetings or opportunities, any reply rate, any deliverability level or any amount of revenue. Outreach performance depends on things outside our control, including market conditions, your proposition, your pricing, how responsive you are and how you follow up.
10.3 Any figures, forecasts or benchmarks we give you before or during the work are estimates based on comparable activity. They are not promises and are not part of this agreement.
10.4 We do not promise that your outreach complies with the law of any particular country. That is your responsibility under section 11.
10.5 Apart from what we say here, all other warranties and conditions implied by law are excluded as far as the law allows.
11. Data protection
11.1 We both comply with the data protection law that applies to us, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, the EU GDPR where relevant, and any equivalent law elsewhere.
11.2 For prospect data we source and process to run your campaign, we act as an independent controller.
11.3 For data you give us, such as your own lists and CRM records, you are the controller and we are your processor. When acting as your processor we will:
only process that data on your documented instructions
keep it secure with appropriate technical and organisational measures
make sure anyone with access is bound by confidentiality
help you with data subject requests and with any breach
tell you without undue delay if we become aware of a breach affecting it
delete it or return it when we finish, whichever you choose
11.4 We may use sub-processors. We keep a list and will tell you before we change it, so you can object if you have good reason.
11.5 You are responsible for the lawfulness of your own messages to prospects, including anything you send after we hand a relationship over. That includes having a lawful basis, giving the required notices, honouring opt outs and keeping a suppression list.
11.6 You are responsible for checking that your outreach is lawful in every country your prospects are in. We do not advise on this and make no representation about it.
11.7 We both keep suppression lists. We both honour any opt out or objection we receive and pass it to the other within five working days.
11.8 If personal data needs to move outside the United Kingdom, we will put an appropriate transfer mechanism in place.
11.9 We each tell the other without undue delay about any personal data breach affecting the other's data.
12. Confidential information
12.1 We each keep the other's confidential information private and do not share it without written permission.
12.2 Ours includes our working methods, sequences, frameworks, pricing, data sources and platform setups. Yours includes your commercial, financial and customer information.
12.3 This does not apply to information that is already public through no fault of ours, was already lawfully held without a duty of confidence, was independently developed, or has to be disclosed by law or a court. If disclosure is required, tell the other side first where you are allowed to.
12.4 This section continues for three years after we finish. Where the law gives longer protection, for example to trade secrets, that still applies.
12.5 We may name you and describe the work at a high level in our marketing, unless you tell us in writing not to.
13. Who owns what
13.1 Each of us keeps what we already owned.
13.2 We own the frameworks, sequences, templates, methods, scripts and configurations we use to deliver the work, including anything we develop while working with you.
13.3 You may use the campaign copy and creative we write specifically for you, for your own marketing, during this agreement and afterwards.
13.4 You own your own data. You give us permission to use it to do the work.
13.5 Domains, mailboxes, inboxes, warm-up setups and platform seats that we buy and configure stay ours, unless your Order Form says otherwise.
13.6 When we finish, you may ask us to transfer sending domains registered specifically for your campaign. We will transfer them once you have paid everything you owe and a transfer fee of £30 per domain. Mailboxes, platform seats and warm-up setups cannot be transferred.
13.7 Neither of us uses the other's name, logo or trade marks without written permission, apart from what 12.5 allows.
14. Our people
14.1 While we work together, and for 12 months afterwards, you will not approach or employ anyone from our team who has worked on your account.
14.2 This does not stop you employing someone who answers a public job advertisement that is not aimed at our team.
14.3 If you do employ one of our people in breach of 14.1, you pay us 50% of their first year gross salary. We both agree that is a fair estimate of what it costs us to recruit and train a replacement.
15. If something goes wrong
15.1 Nothing here limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow us to limit.
15.2 Neither of us is liable to the other for lost profit, lost business, lost savings, lost goodwill, lost or corrupted data, or any indirect or consequential loss.
15.3 Our total liability under this agreement is limited to the fees you paid us in the 12 months before the problem arose.
15.4 We are not liable for anything caused by you not doing what section 4 asks, or by a third party platform failing, changing its rules or shutting down.
15.5 You cover us in full for any claim, fine, penalty or cost arising from your own messages to prospects, from your breach of section 11, or from a regulator or third party complaining about how you used our work.
15.6 The cap in 15.3 does not apply to what you owe us under 15.5, to money due under sections 5 or 6, or to a breach of sections 12, 14 or 16.
15.7 We each keep suitable insurance for our obligations.
16. Sanctions and bribery
16.1 You confirm that you, your parent, your subsidiaries, your directors and your beneficial owners are not subject to sanctions administered by the United Kingdom, European Union, United States or United Nations, and are not based in a country subject to comprehensive sanctions.
16.2 We both comply with the Bribery Act 2010 and all applicable anti-bribery and anti-money-laundering law.
16.3 We may end this agreement immediately, with no liability, if we reasonably believe carrying on would breach this section or expose us to sanctions risk.
17. Things outside our control
17.1 Neither of us is liable for a failure or delay caused by something beyond our reasonable control. That includes platform outages, loss of email deliverability caused by a third party, changes in network policy, strikes, war, epidemics and government action.
17.2 This does not excuse payment.
18. The legal bits
18.1 Notices. Send notices by email to the addresses on the Order Form, copying hello@roci.agency for anything addressed to us. A notice counts as received the next working day, unless you get a delivery failure.
18.2 Changes. Any change must be agreed in writing by both of us, apart from changes these terms already let us make on notice.
18.3 Transferring. You cannot transfer this agreement without our written consent, which we will not unreasonably refuse. We may transfer it to whoever takes over our business.
18.4 We are independent businesses. This agreement does not create a partnership, joint venture, agency or employment relationship, and neither of us can commit the other.
18.5 If we do not enforce something straight away, we do not lose the right to enforce it later.
18.6 If any part of this agreement turns out to be invalid, it is adjusted as little as necessary or removed. The rest still applies.
18.7 Nobody outside this agreement can enforce it under the Contracts (Rights of Third Parties) Act 1999.
18.8 This agreement is written in English. Any translation is for convenience only, and the English version applies.
18.9 This agreement, and any dispute about it, is governed by the law of England and Wales.
18.10 The courts of England and Wales have exclusive jurisdiction over any dispute.
18.11 If you are based outside England and Wales, appoint an agent for service of process here within 30 days of the start date and tell us who it is. If you do not, we may serve legal proceedings by email to the address on your Order Form.