Standard Terms & Conditions

Schedule A General Terms and Conditions

This Schedule governs all services provided by Enticeable Consulting Ltd under any Master Services Agreement. In the event of conflict between this Schedule and any Statement of Work, these terms take precedence unless the Statement of Work expressly states otherwise.

A1. Definitions

• “Agreement” means the Master Services Agreement between Enticeable Consulting Ltd and the Client, together with these Standard Terms and any Statements of Work issued under it.
• “Company” means Enticeable Consulting Ltd, Companies House 11198742, registered at Hosehill Farm, Sulhamstead, Reading, RG7 4BB.
• “Client” means the party named in the Master Services Agreement.
• “Services” means the services described in any Statement of Work or order form issued under the Agreement, which may include Platform Services, Professional Services, or both.
• “Platform Services” means access to and use of the Pulse+ platform and any variant thereof (including Pulse+ Rec and Pulse+ Talent) as specified in Schedule B.
• “Professional Services” means consulting, marketing, data, outreach and related services as specified in Schedule C.
• “Monthly Fee” means the monthly retainer fee specified in the applicable Statement of Work.
• “Commencement Date” means the date on which the Master Services Agreement is signed by both parties.
• “Authorised Users” means the employees or contractors of the Client authorised to access the Platform Services.
• “Client Data” means all data, content and information provided by the Client to the Company in connection with the Services.
• “Standard Terms” means this document in the version incorporated into the Master Services Agreement.

A2. Order of precedence

A2.1 In the event of conflict, documents take precedence in the following order: (1) any signed addendum or change order; (2) the applicable Statement of Work; (3) the Master Services Agreement; (4) Schedule B or Schedule C as applicable; (5) this Schedule A; (6) any proposal or quotation.

A3. Term and termination

A3.1 The Agreement commences on the Commencement Date and continues on a rolling monthly basis until terminated.

A3.2 Either party may terminate the Agreement or any Statement of Work by giving 30 days’ written notice.

A3.3 The Monthly Fee for any partial month falling within the notice period is payable in full.

A3.4 Either party may terminate immediately if the other party commits a material breach and fails to remedy it within 14 days of written notice.

A3.5 Termination does not affect any outstanding payment obligations or accrued rights.

A3.6 On termination, the Client shall cease all use of Platform Services. The Company shall, on written request, provide the Client with a copy of Client Data in a standard format within 30 days, after which the Company may delete Client Data in accordance with Schedule D.

A4. Fees, invoicing and payment

A4.1 All fees are exclusive of VAT, which shall be charged at the prevailing UK rate.

A4.2 The Monthly Fee is invoiced in advance at the beginning of each calendar month.

A4.3 Payment is due within 14 days of the invoice date.

A4.4 The Company reserves the right to suspend Services where invoices remain unpaid beyond 28 days, with Services resuming once payment is received in full.

A4.5 The Company may review and adjust the Monthly Fee with 30 days’ written notice. If the Client does not agree to the revised fee, either party may terminate the relevant Statement of Work with 30 days’ notice.

A4.6 The Company shall be entitled to charge statutory interest on overdue invoices at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.

A5. Scope of services

A5.1 The Company shall provide the Services described in the applicable Statement of Work.

A5.2 Services are delivered on a best-practice, managed basis. No specific commercial outcomes, traffic volumes, lead numbers, ranking positions or performance results are guaranteed unless expressly stated in writing.

A5.3 The scope may be reviewed and updated by mutual written agreement at any time. Scope changes that affect the Monthly Fee require a signed addendum.

A5.4 Any services requested by the Client that fall outside the agreed scope will be quoted and agreed separately before work commences. Verbal instructions do not authorise out-of-scope work.

A6. Client obligations

The Client shall:

• Provide timely access to systems, platforms, accounts and data reasonably required for delivery of the Services.
• Respond to requests for information, approvals and feedback within reasonable timeframes.
• Ensure that any data provided to the Company complies with applicable data protection laws and that the Client has a lawful basis for its provision.
• Appoint a named contact with authority to communicate on behalf of the Client for the purposes of this Agreement.
• Not use the Services or the Pulse+ platform for any unlawful purpose or in breach of any applicable law, including anti-spam legislation (UK PECR, CAN-SPAM and equivalent).
• Not share platform access credentials with any person who is not an Authorised User.
• Notify the Company promptly of any suspected unauthorised access to platform accounts.

A7. Equipment and third-party systems

A7.1 The Company does not supply, maintain or take responsibility for any Client-owned equipment, software platforms or third-party tools. The Client remains solely responsible for the operation, security and maintenance of its own systems.

A7.2 The Company shall not be liable for any failure, change or discontinuation of third-party platforms (including HubSpot, LinkedIn, Google or any ATS/CRM) that affects the delivery of Services.

A8. Intellectual property

A8.1 The Company retains all rights, title and interest in its pre-existing materials, tools, methodologies, platforms, processes, know-how and the Pulse+ platform itself, including all software, algorithms, data models and associated intellectual property.

A8.2 Where bespoke deliverables are created specifically for the Client under a Statement of Work, and subject to full payment of all fees due, those deliverables vest in the Client on completion.

A8.3 The Client grants the Company a non-exclusive licence to use Client Data solely for the purpose of delivering the Services.

A8.4 Neither party shall use the other’s trademarks, brand assets or confidential materials without prior written consent.

A9. Confidentiality

A9.1 Each party shall take all reasonable steps to keep confidential all non-public information received from the other in connection with this Agreement.

A9.2 Neither party shall disclose confidential information except as required to perform the Services, as required by law, or with the prior written consent of the disclosing party.

A9.3 This obligation survives termination of the Agreement for a period of three years.

A10. Liability

A10.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

A10.2 Subject to clause A10.1, the total aggregate liability of the Company arising out of or in connection with this Agreement shall not exceed three months’ Monthly Fees paid by the Client in the three months preceding the event giving rise to the claim.

A10.3 The Company shall not be liable for loss of profits, loss of revenue, loss of data, loss of goodwill or reputation, or any indirect or consequential loss, whether arising in contract, tort or otherwise.

A10.4 The Client acknowledges that the limitations in this clause reflect a reasonable allocation of risk between commercial parties and that the Company would not have entered into this Agreement on different terms.

A11. Warranties

A11.1 The Company warrants that it will perform the Services with reasonable skill and care and in accordance with applicable law.

A11.2 Except as set out in A11.1, all conditions, warranties and representations, express or implied, are excluded to the fullest extent permitted by law.

A11.3 The Client warrants that it has full authority to enter into this Agreement and that its use of the Services will comply with all applicable laws.

A12. Sub-contracting

A12.1 The Company may subcontract or outsource elements of the Services to third parties, provided the Company remains responsible for delivery in accordance with this Agreement.

A13. Force majeure

A13.1 Neither party shall be liable for any delay or failure caused by events beyond its reasonable control, including failure of third-party platforms, communications providers, infrastructure, acts of God, pandemic, or government action. The affected party shall notify the other promptly and use reasonable endeavours to mitigate the impact.

A14. Insurance

A14.1 The Company shall maintain appropriate professional indemnity and public liability insurance throughout the term of this Agreement.

A15. Non-solicitation

A15.1 During the term and for 12 months following termination, the Client shall not directly or indirectly solicit or employ any employee or contractor of the Company materially involved in delivering the Services, except via general recruitment not targeted at such individuals.

A16. Governing law

A16.1 This Agreement shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

A17. Entire agreement

A17.1 The Master Services Agreement and these Standard Terms together constitute the entire agreement between the parties and supersede all prior negotiations, representations and agreements relating to their subject matter. No variation shall be effective unless made in writing and signed by both parties.

A18. Severability and waiver

A18.1 If any provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary and shall not affect the remaining provisions.

A18.2 No failure to enforce any provision shall constitute a waiver of the right to enforce it subsequently.

Schedule B Platform and Software Services

This Schedule applies where the Company provides access to Pulse+ or any variant thereof (including Pulse+ Rec and Pulse+ Talent). It supplements Schedule A and, in the event of conflict on platform-specific matters, takes precedence over Schedule A.

B1. Licence grant

B1.1 Subject to the terms of the Agreement and payment of all applicable fees, the Company grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Pulse+ platform solely for the Client’s internal business purposes during the term.

B1.2 The licence is limited to the number of Authorised Users and any seat or volume limits specified in the applicable Statement of Work.

B1.3 The Client may not sublicense, resell, transfer or otherwise make the platform available to any third party.

B2. Acceptable use

The Client shall not, and shall procure that Authorised Users shall not:

• Use the platform to send unsolicited commercial communications in breach of UK PECR, GDPR, CAN-SPAM or any equivalent anti-spam law.
• Use contact data obtained via the platform in a manner inconsistent with the lawful basis under which it was collected.
• Attempt to decompile, reverse engineer, disassemble or extract the source code of any part of the platform.
• Use the platform to develop a competing product or service.
• Circumvent, disable or interfere with any security or access control feature of the platform.
• Upload or transmit any content that is unlawful, harmful, infringing or that introduces malicious code.
• Share login credentials between multiple individuals or beyond the licensed number of Authorised Users.
• Use purchased, rented or third-party lists of contact data in a manner that violates applicable law.
• Import sensitive personal data (including financial account details, health data or government-issued identifiers) into the platform without prior written agreement.

B3. Platform availability and changes

B3.1 The Company will use reasonable endeavours to maintain platform availability but does not guarantee any specific uptime level unless expressly stated in a Statement of Work.

B3.2 The Company may update, modify, add to or remove features of the platform at any time. Where a change materially reduces the functionality available to the Client, the Company will provide reasonable notice.

B3.3 The Company may perform scheduled maintenance at any time. Where maintenance is expected to cause significant interruption, the Company will endeavour to provide advance notice.

B3.4 The platform is provided on an ‘as is’ basis. The Company does not warrant that the platform will be error-free, uninterrupted, or fit for any particular purpose beyond reasonable general use.

B4. Data volumes and service levels

B4.1 Where the applicable Statement of Work specifies a monthly data volume (for example, enriched contacts, proxy warmup capacity or outreach sends), that volume is the maximum included within the Monthly Fee for the relevant period.

B4.2 Unused data allocations do not roll over to subsequent months unless explicitly agreed in writing.

B4.3 Additional data volume or capacity beyond the agreed monthly limits will be quoted and invoiced separately.

B4.4 The Company reserves the right to adjust included data volumes with 30 days’ written notice where changes to underlying data supplier costs materially affect the cost of delivery.

B5. Account management

B5.1 The Client is responsible for maintaining the security of all Authorised User credentials and for all activity that occurs under those credentials.

B5.2 The Client shall notify the Company immediately on becoming aware of any unauthorised access to platform accounts.

B5.3 On termination, all Authorised User access will be revoked. The Company will provide a reasonable data export window of up to 30 days on request.

B6. Platform intellectual property

B6.1 The Pulse+ platform, its underlying software, algorithms, data models, design elements, methodologies and all associated intellectual property remain the exclusive property of Enticeable Consulting Ltd.

B6.2 The Client’s use of the platform does not confer any ownership rights. The licence granted in B1.1 terminates immediately on expiry or termination of the Agreement.

B6.3 Dashboards, reports and outputs generated by the platform for the Client, using the Client’s own data, are the Client’s property subject to full payment of fees.

B7. Integrations and third-party connections

B7.1 Where the platform is configured to integrate with third-party tools (including CRM, ATS or analytics platforms), the Client is responsible for maintaining valid access credentials and any consents required by those platforms.

B7.2 The Company shall not be liable for any degradation or loss of functionality caused by changes to third-party platform APIs or terms of service.

Schedule C Professional and Consulting Services

This Schedule applies where the Company provides consulting, marketing, demand generation, data, outreach or related professional services. It supplements Schedule A.

C1. Nature of services

C1.1 Professional Services are delivered on a managed, advisory or execution basis as specified in the applicable Statement of Work. They may be provided on a retainer, project or time-and-materials basis.

C1.2 The Company will assign appropriately skilled personnel to deliver the Services. Where named individuals are specified in a Statement of Work, the Company will use reasonable endeavours to maintain that assignment but reserves the right to substitute suitably qualified alternatives.

C2. Deliverables and acceptance

C2.1 Where a Statement of Work specifies deliverables, the Company will notify the Client on completion. The Client shall review and either accept or provide written feedback within five business days. If no response is received within that period, the deliverable shall be deemed accepted.

C2.2 The Company shall address reasonable written feedback within an agreed revision cycle. Requests that represent material changes to the original brief may be treated as out-of-scope and quoted separately.

C2.3 Ongoing retainer services do not produce discrete deliverables and are governed by the scope table in the applicable Statement of Work.

C3. Marketing and outreach services

C3.1 Where the Company provides outreach, email or communications services on the Client’s behalf, the Client remains the data controller and is responsible for ensuring it has a lawful basis for all communications sent.

C3.2 The Client shall supply accurate opt-out and suppression lists as required. The Company will process opt-out requests promptly but shall not be liable for any delay caused by the Client’s failure to maintain updated suppression data.

C3.3 The Company does not guarantee any specific response rates, conversion rates, open rates or commercial outcomes from outreach activity.

C3.4 All copy, targeting and messaging strategies are subject to the Client’s approval before deployment. The Client is responsible for the accuracy and legality of approved content.

C4. SEO and digital performance services

C4.1 Where the Company provides SEO, web analytics or digital performance services, the Client acknowledges that search engine algorithms are outside the Company’s control and that rankings, traffic and indexing outcomes cannot be guaranteed.

C4.2 Recommendations are provided on a best-practice basis. Implementation of technical recommendations on the Client’s own systems remains the Client’s responsibility unless otherwise agreed in the Statement of Work.

C5. Data services

C5.1 Where the Company provides contact data, enrichment or data cleansing services, volume limits and data types are as specified in the applicable Statement of Work.

C5.2 The Company will use reputable data sources and reasonable quality controls. The Client acknowledges that data accuracy cannot be guaranteed absolutely and that the Client is responsible for validating data before use in any regulated activity.

C5.3 The Client shall use data provided by the Company only for the purposes specified in the Statement of Work and in compliance with UK GDPR and PECR.

C6. Consulting and advisory services

C6.1 Consulting and advisory outputs represent the professional opinion of the Company based on information available at the time. They do not constitute legal, financial, regulatory or HR advice.

C6.2 The Client is responsible for its own decisions and actions taken in reliance on consulting outputs.

Schedule D Data Processing Agreement

This Schedule forms the Data Processing Agreement (DPA) required under Article 28 of the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. It applies where the Company processes personal data on behalf of the Client in the course of delivering the Services.

D1. Roles and scope

D1.1 The Client is the data controller and the Company is the data processor in respect of any personal data processed by the Company solely on behalf of the Client in connection with the Services.

D1.2 Where the Company processes personal data for its own purposes (for example, contact details held for contract management), it acts as a data controller in its own right, and this Schedule does not apply to such processing.

D2. Data processing details

D3. Company obligations as data processor

The Company shall:

• Process personal data only on the documented instructions of the Client, unless required by law.
• Ensure that personnel authorised to process personal data are bound by appropriate confidentiality obligations.
• Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including protection against accidental or unlawful destruction, loss, alteration or unauthorised disclosure.
• Not engage any sub-processor without prior written authorisation from the Client, and ensure any sub-processor is bound by equivalent data protection obligations.
• Assist the Client in responding to data subject requests and in meeting its obligations under applicable data protection law.
• Notify the Client without undue delay on becoming aware of a personal data breach affecting Client Data.
• At the Client’s option, delete or return all Client personal data on termination of the Agreement, unless required by law to retain it.
• Make available to the Client all information reasonably necessary to demonstrate compliance with this Schedule.

D4. Sub-processors

D4.1 The Client authorises the Company to engage sub-processors in the course of delivering the Services, including hosting providers, analytics tools, data enrichment suppliers and communication platforms. The Company will maintain an up-to-date list of sub-processors and notify the Client of any material changes.

D4.2 The Company shall ensure all sub-processors are subject to data protection obligations no less protective than those in this Schedule.

D5. International transfers

D5.1 The Company shall not transfer personal data outside the UK or the EEA without the Client’s prior written consent and appropriate transfer safeguards (such as UK adequacy regulations or standard contractual clauses) in place.

D6. Records and audit

D6.1 The Company shall maintain records of processing activities as required by UK GDPR Article 30.

D6.2 The Company shall, on reasonable notice, allow the Client or its appointed auditor to conduct an audit of the Company’s data processing activities relevant to this Agreement, no more than once per year unless a breach has occurred.

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