Conversion Intelligence System - Service Agreement


The following is an Agreement between Unfair Marketing Advantages Ltd (UMA), having an address of 85 Great Portland Street, First Floor, London, W1W 7LT and (Client), having an address of

1. Definitions

Term Meaning
Agreement This Service Agreement (including its Schedules). No separate Statement of Work will be issued.
Business Day A day other than a Saturday, Sunday or public holiday in England when clearing banks in London are open for business.
Campaign A discrete sequence of cold‑email outreach comprising a lead list, campaign copy and automated send schedule managed by UMA.
Customer Data Any data (including Personal Data) supplied by the Client to UMA under this Agreement.
Data Protection Legislation The UK Data Protection Act 2018, UK GDPR, PECR 2003 and any legislation replacing them.
Deliverables The items listed in Schedule 1.
Fees The fees set out in Schedule 2.
Intellectual Property Rights Patents, trade marks, service marks, design rights, copyright, database rights, trade secrets, know‑how and all similar rights (registered or unregistered).
Initial Term Three (3) months from the Service Start Date, unless amended in Schedule 2.
Period of Performance The Initial Term together with any Renewal Term(s) under clause 10.2.
Service Fulfilment Processes The workflow described in Schedule 3.
Service Start Date Upon signed agreement
Services The lead‑generation and related support services described in Schedule 1.

2. Commencement and Term

2.1 This Agreement commences on the Effective Date and will remain in force for a minimum of ninety (90) days unless terminated earlier in accordance with clause 11.

3. Services & Deliverables

3.1 UMA will provide the Services and supply the Deliverables with reasonable skill and care and in accordance with UK law.
3.2 The Parties have agreed the scope of Services and Deliverables in Schedules 1 & 3. No additional Statement of Work is required.
3.3 The Client acknowledges that effective delivery depends on adherence to the Service Fulfilment Processes and will cooperate with UMA accordingly.

4. Acceptance

4.1 Each Deliverable will be deemed accepted on the earlier of:
(a) written confirmation from the Client; or
(b) five (5) Business Days after delivery, provided the Client has not notified UMA of any material non‑conformity.
4.2 If a Deliverable is rejected in accordance with clause 4.1, UMA will remedy and redeliver it within a reasonable period.

5.Client Responsibilities

The Client shall:
(a) provide timely access to information, systems and personnel reasonably required by UMA;
(b) ensure that all Client Data is accurate, complete and in a usable format;
(c) obtain all licences and consents necessary for UMA to send prospecting communications on the Client's behalf; and
(d) comply with all applicable laws (including direct‑marketing rules) in relation to use of the Deliverables.

6. Fees & Payment

6.1 The Client will pay the Fees in Schedule 2. Invoices are due within thirty (30) days of issue.
6.2 All Fees are exclusive of VAT, which is payable by the Client at the prevailing rate.
6.3 Late payments will accrue interest at four per cent (4%) per annum above the Bank of England base rate. UMA may suspend the Services on seven (7) days’ written notice if any undisputed amount remains unpaid fourteen (14) days after it falls due.

7. Intellectual Property

7.1 All IPR in the Deliverables (excluding Client Data) will vest in UMA until all related Fees are paid, whereupon ownership transfers to the Client.
7.2 The Client grants UMA a non‑exclusive, royalty‑free licence to use Client Data solely to perform the Services.

8. Confidentiality

Each Party will keep the other’s Confidential Information confidential and use it only to perform this Agreement. This obligation survives for five (5) years after termination.

9. Data Protection

Each Party will comply with the Data Protection Legislation. UMA acts as processor and the Client as controller. The Data Processing Schedule in Schedule 4 applies.

10. Renewal & Termination

10.1 After the Initial Term the Agreement renews automatically for successive one‑month periods (each a “Renewal Term”) unless either Party gives the other not less than thirty (30) days’ written notice to terminate.
10.2 Either Party may terminate immediately by notice if the other: (a) commits a material breach that is not remedied within fourteen (14) days of notice; or (b) becomes insolvent.
10.3 On termination: (a) all outstanding Fees become due; and (b) each Party will return or securely destroy the other’s Confidential Information.

11. Limitation of Liability

11.1 Nothing in this Agreement limits liability for death, personal injury, fraud or anything else that cannot legally be limited.
11.2 Subject to clause 11.1, neither Party is liable for indirect or consequential loss, loss of profit, revenue or data.
11.3 Subject to clauses 11.1‑11.2, each Party’s total liability in any twelve‑month period will not exceed one hundred per cent (100%) of the Fees paid or payable in that period.

12. Force Majeure

Neither Party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control.

13. Notices

Notices must be in writing and delivered by hand, pre‑paid first‑class post or email. Email notices are deemed received when sent unless a bounce‑back is received.

14. Governing Law & Jurisdiction

This Agreement is governed by English law and the courts of England and Wales have exclusive jurisdiction.

15. General

15.1 No variation is effective unless in writing and signed by both Parties.
15.2 No third party may enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.
15.3 This Agreement may be executed in counterparts.

SCHEDULE 1 – SERVICES & DELIVERABLES

# Deliverable Description Acceptance Measure
1

Inbox & Domain Set‑up

 

 Purchase and configure dedicated sending domains and mailboxes; warm‑up via UMA’s deliverability platform for two (2) weeks prior to launch. Domains active and inboxes score ≥ 90 on UMA warm‑up dashboard.
2

Lead List Creation

 

 Build bespoke prospect list matching agreed ICP using B2B databases and manual validation. Minimum 1,000 leads per Campaign. List file delivered (.csv) and bounce rate ≤ 5%.
3

Campaign Copywriting

 

 Draft multi‑step cold‑email cadence (2‑4 touches) tailored to Client's value proposition. Client written approval.
4

Campaign Execution

 

 Deploy emails via UMA sending platform, monitor responses, route positive replies to Client CRM. Weekly performance report issued.
5

Monthly Reporting

 

 Metrics incl. sends, opens, replies, meetings booked, deliverability. Report emailed within 3 Business Days of month‑end.

SCHEDULE 2 – FEES

Fee Type Amount Due Date Notes

Implementation Fee

 

 £5,000 (one‑off) On signature Covers AI platform build, copy creation, domain purchase, inbox set‑up and warming.

Data Fee (Optional)

 

 £1,000 Upon delivery of lead list Charged per lead list accepted.

Monthly Service Fee

 

 £1,500 per active Campaign per month Monthly in advance Includes sending platform, sequencing, monitoring and reporting.

Meeting‑Ready Lead Fee

 

 £100 per qualified lead Weekly in arrears Payable only if lead meets qualification checklist in Schedule 1.

Pause Fee

 

 £250 per paused Campaign per month (max 90 days) Monthly Retains infrastructure while Campaign is on hold.

Inbox Name Change Fee

 

 £500 per change On request Covers admin and deliverability reset costs.

All Fees are non‑refundable.

SCHEDULE 3 – SERVICE FULFILMENT PROCESSES

  1. Kick‑off (Week 0‑2)

    • Discovery call & ICP confirmation.

    • Technical infrastructure set‑up (domains, inboxes, tracking).

    • Inbox warming commences.

  2. Copy & Lead List (Week 2‑3)

    • Draft cold‑email sequence.

    • Build lead list.

    • Client sign‑off.

  3. Launch & Optimise (Week 4‑12)

    • Campaign live; monitor daily.

    • Weekly check‑in email from Customer Success Manager (CSM).

    • Monthly video performance review.

    • Continuous A/B testing of copy and targeting.

SCHEDULE 4 – DATA PROCESSING SCHEDULE

  1. Subject‑matter and duration – Processing of contact details for conversion intelligence outreach for the Period of Performance.

  2. Nature and purpose – Identifying and contacting potential B2B prospects on the Client's behalf.

  3. Types of Personal Data – Name, corporate email address, job title, employer, LinkedIn URL.

  4. Categories of Data Subjects – B2B decision‑makers and influencers relevant to the Client's offering.

  5. Processor obligations – UMA will (a) process Personal Data only on documented instructions; (b) implement appropriate security measures; (c) assist the Client with data‑subject requests; (d) delete or return Personal Data on termination.

 

IN WITNESS WHEREOF, both and Unfair Marketing Advantages Ltd have hereunto executed this AGREEMENT as of the date indicated below.

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Signed by Adam S. Oyedele
Signed On: July 1, 2025


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Document name: Conversion Intelligence System - Service Agreement
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July 1, 2025 12:27 pm GMTConversion Intelligence System - Service Agreement Uploaded by Adam S. Oyedele - [email protected] IP 2a02:c7c:e17a:e300:c83c:ee17:24c9:1837
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