Terms and Conditions

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These Terms and Conditions (“Terms”) govern your use of services provided by SendIQ, a trading name of David Cooper Digital Ltd. By using our services, visiting our website, or signing a contract with us, you agree to these Terms.

Quick summary

We provide B2B lead generation and outreach services. You’re responsible for ensuring your data complies with laws. Fees are due within 14 days. Either party can terminate with 30 days’ notice after the initial term. We limit our liability to fees paid in the last 12 months. Full details below.

1. Definitions

When we use these terms, here’s what they mean:

“Client” or “you”: The person or organization purchasing our services
“Agreement”: Any proposal, quotation, service agreement, statement of work (SOW), or order form you’ve accepted that references these Terms
“Services”: The lead generation, outreach, marketing, AI, or business development services we provide
“Deliverables”: Materials, data, content, or outputs we produce for you
“Confidential Information”: Private business information either party shares
“Fees”: The charges for our Services as detailed in your Agreement

2. What we provide

2.1 Our Services

We provide B2B lead generation, email and LinkedIn outreach, phone prospecting, data enrichment, and related business development services using both manual processes and automated systems.

2.2 Service specifications

Your specific services, deliverables, timelines, and fees are detailed in your Agreement, quotation, or proposal.

2.3 Service improvements

We may modify or update our Services to improve performance, security, or compliance, provided such changes don’t materially reduce functionality. We’ll notify you of significant changes.

2.4 No guaranteed results

While we work diligently to deliver quality Services, we cannot guarantee specific outcomes such as sales figures, meeting bookings, conversion rates, or response rates. Results depend on many factors outside our control including market conditions, your offer, pricing, and timing.

3. Your responsibilities

As our Client, you agree to:

3.1 Provide accurate information

Supply complete and accurate information necessary for us to perform the Services, including target market details, ideal customer profiles, and approved messaging.

3.2 Legal compliance

Ensure all data, lists, or content you provide comply with UK GDPR, Data Protection Act 2018, and Privacy and Electronic Communications Regulations 2003 (PECR)
Maintain your legal obligations as a data controller when we act as your data processor
Obtain any required consents or complete legitimate interest assessments for marketing data you provide
Ensure you have appropriate legal basis to contact individuals in your target lists

3.3 Approve content

Review and approve all outreach content, messaging, email templates, and communications before campaigns commence. You are responsible for the accuracy and legality of approved content.

3.4 Timely responses

Respond promptly to our requests for feedback, materials, approvals, or information reasonably required to perform the Services.

3.5 Account access

Where necessary, provide timely access to relevant platforms, accounts, or systems (LinkedIn, email, CRM) with appropriate permissions.

4. Fees and payment

4.1 Pricing

Fees are set out in your Agreement or order form. All prices are exclusive of VAT unless stated otherwise. VAT will be added at the prevailing rate where applicable.

4.2 Payment terms

Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing. Payment should be made by bank transfer to the account details on the invoice.

4.3 Late payment

Late payments may incur:

Interest at 8% above the Bank of England base rate (statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998)
Reasonable debt recovery costs

4.4 Suspension for non-payment

We may suspend Services or withhold Deliverables if payment is overdue by more than 7 days. Suspension does not relieve you of payment obligations.

4.5 Refunds

All fees are non-refundable unless:

We fail to deliver Services as specified in the Agreement
You terminate for our material breach
Otherwise expressly agreed in writing

4.6 Recurring subscriptions

For subscription-based or recurring Services:

Services automatically renew monthly or annually as specified in your Agreement
You may cancel by providing written notice at least 30 days before the renewal date
Cancellations take effect at the end of the current billing period
No refunds are provided for partial billing periods

4.7 Price changes

We may increase fees for renewed or ongoing Services by providing at least 60 days’ written notice. Price changes do not apply to prepaid Services.

5. Term and termination

5.1 Contract duration

Your Agreement begins on the effective date stated in your order form or proposal and continues until terminated in accordance with this clause.

5.2 Termination by notice

Either party may terminate with 30 days’ written notice after the initial contract term expires.

5.3 Termination for breach

Either party may terminate immediately by written notice if the other party:

Commits a material breach and fails to remedy it within 14 days of written notice
Becomes insolvent, enters administration, or ceases trading
Breaches confidentiality obligations
Repeatedly breaches these Terms

5.4 Termination by Client

You may terminate at any time by providing written notice, but you remain liable for:

All fees for Services performed up to the termination date
Any minimum commitment fees specified in your Agreement
No refunds for prepaid Services or subscription periods

5.5 Termination by us

We may terminate immediately if:

You fail to pay undisputed invoices within 30 days
You breach data protection laws
Your use of Services violates applicable laws or regulations
You engage in abusive conduct toward our staff

5.6 Effect of termination

Upon termination:

You must pay all outstanding fees within 14 days
We’ll provide Deliverables completed up to the termination date (subject to full payment)
You must cease using any of our tools, templates, or materials
We may delete data in accordance with our data retention policy unless legally required to retain it

5.7 Survival

These clauses survive termination: Confidentiality, Intellectual Property, Limitation of Liability, Data Protection, Indemnity, and Governing Law.

6. Confidentiality

6.1 Confidential obligations

Each party must:

Keep the other’s Confidential Information strictly confidential
Not disclose it to third parties except as permitted below
Use it only for purposes of the Agreement
Protect it with at least the same degree of care used for their own confidential information

6.2 Permitted disclosures

You may disclose Confidential Information:

To employees, contractors, or advisers who need to know (under confidentiality obligations)
As required by law, court order, or regulatory authority (with advance notice where legally possible)
To enforce rights under these Terms

6.3 Exclusions

Information is not confidential if it:

Is or becomes publicly available through no breach of this clause
Was lawfully known before disclosure
Is independently developed without using the other party’s Confidential Information
Is lawfully received from a third party without confidentiality restrictions

6.4 Return or destruction

Upon termination or request, each party must return or securely destroy the other party’s Confidential Information (except as required for legal, regulatory, or backup purposes).

7. Intellectual property

7.1 Our IP

All intellectual property rights in our pre-existing materials remain our exclusive property, including:

Software, tools, and platforms
Methodologies, processes, and frameworks
Templates, scripts, and workflows
Data sources and databases
Know-how and trade secrets

7.2 Your license

You receive a limited, non-exclusive, non-transferable license to use Deliverables solely for your internal business purposes during the term of your Agreement.

7.3 Restrictions

You must not:

Copy, modify, or create derivative works from our materials
Resell, sublicense, or distribute Deliverables to third parties
Reverse engineer our software or tools
Remove proprietary notices or labels

7.4 Deliverables

Ownership of custom Deliverables created specifically for you (such as custom content, reports, or analyses) transfers to you upon full payment, subject to our retained rights in underlying tools and methodologies.

7.5 Your materials

You retain all intellectual property rights in materials you provide to us. You grant us a license to use such materials solely to perform the Services.

7.6 Feedback

If you provide suggestions, ideas, or feedback about our Services, we may use them freely without obligation to you.

8. Data protection

8.1 General compliance

Both parties agree to comply with UK GDPR, Data Protection Act 2018, PECR, and all applicable privacy laws.

8.2 Roles and responsibilities

When we’re the processor: If we process personal data on your behalf, a separate Data Processing Addendum (DPA) applies
When you’re the controller: You remain responsible for all controller obligations, including lawful basis for processing, data subject rights, and transparency

8.3 Our security measures

We implement appropriate technical and organizational measures including:

Access controls and authentication
Encryption in transit and at rest where applicable
Regular security assessments
Staff training on data protection
Incident response procedures

8.4 Sub-processors

We may use sub-processors (email delivery, analytics, hosting, enrichment providers) under written contracts imposing equivalent data protection obligations. A list of sub-processors is available upon request.

8.5 Data breaches

We’ll notify you without undue delay upon becoming aware of any personal data breach affecting your data, and will cooperate with you to investigate and remediate.

8.6 Data subject requests

If we receive any data subject requests relating to your data, we’ll forward them to you promptly and provide reasonable assistance in responding.

8.7 Data return or deletion

Upon termination, we’ll return or securely delete personal data we process on your behalf, except as required by law or our backup retention policies.

9. Warranties and disclaimers

9.1 Our warranties

We warrant that:

We’ll perform Services with reasonable skill and care
We’ll comply with applicable laws
We have the right to provide the Services
Our Services will not infringe third-party intellectual property rights

9.2 Your warranties

You warrant that:

You have the authority to enter this Agreement
All information you provide is accurate and complete
Your use of Services complies with applicable laws
You have the necessary rights and consents for the data you provide

9.3 Disclaimer

Except as expressly stated in these Terms:

All warranties, conditions, or representations (express or implied) are excluded to the fullest extent permitted by law
We don’t warrant that Services will be uninterrupted or error-free
We don’t guarantee specific results, outcomes, or performance metrics
Services are provided “as is” to the extent permitted by law

9.4 Third-party services

We may integrate with or use third-party services (LinkedIn, email providers, data sources). We’re not responsible for the availability, accuracy, or performance of such third-party services.

10. Limitation of liability

10.1 Unlimited liability

Nothing in these Terms limits or excludes liability for:

Death or personal injury caused by negligence
Fraud or fraudulent misrepresentation
Breach of data protection laws (to the extent liability cannot be limited)
Any other liability that cannot lawfully be excluded or limited

10.2 Financial cap

Subject to clause 10.1, our total aggregate liability to you in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the total Fees you paid to us in the 12 months preceding the event giving rise to the claim.

10.3 Excluded losses

Subject to clause 10.1, we shall not be liable for:

Loss of profits, revenue, or business
Loss of anticipated savings
Loss of business opportunity or goodwill
Loss or corruption of data
Any indirect, consequential, special, or punitive losses

Whether such losses are foreseeable, known, or otherwise.

10.4 Reasonable steps

You must take reasonable steps to mitigate any losses you incur. Our liability is reduced to the extent losses result from your failure to mitigate.

10.5 Time limit

Any claim must be brought within 12 months of the date you became aware (or should reasonably have become aware) of the circumstances giving rise to the claim.

11. Indemnity

11.1 Your indemnity to us

You agree to indemnify, defend, and hold us harmless from all claims, damages, losses, and expenses (including reasonable legal fees) arising from:

Your breach of these Terms
Your violation of applicable laws or third-party rights
Your use of Services in a manner not authorised by these Terms
Content, data, or materials you provide to us
Claims that your use of Services infringes third-party rights

11.2 Indemnity procedure

For indemnification:

We’ll notify you promptly of any claim
You’ll have control of the defence and settlement (with our reasonable cooperation)
You may not settle any claim that imposes obligations on us without our prior written consent

11.3 Our indemnity to you

We’ll indemnify you against third-party claims that our Services infringe their intellectual property rights, provided you:

Notify us promptly
Give us sole control of defense and settlement
Provide reasonable cooperation

This does not apply if infringement results from your modifications or use outside the scope of the Agreement.

12. Force majeure

12.1 Excused performance

Neither party is liable for failure or delay in performance due to circumstances beyond their reasonable control, including:

Acts of God (floods, earthquakes, severe weather)
War, terrorism, or civil unrest
Government actions, laws, or regulations
Pandemics or epidemics
Internet or telecommunications failures not caused by the affected party
Strikes or labour disputes

12.2 Notice and mitigation

The affected party must:

Notify the other party promptly
Use reasonable efforts to mitigate the effect
Resume performance as soon as reasonably practicable

12.3 Right to terminate

If a force majeure event continues for more than 60 days, either party may terminate the Agreement by written notice without liability (except for payment of fees for Services performed).

13. General provisions

13.1 Entire agreement

These Terms, together with your Agreement and any referenced documents (DPA, order forms), constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

13.2 Amendments

We may update these Terms by posting revised Terms on our website with an updated “Last updated” date. Material changes will be notified to active Clients at least 30 days in advance. Continued use of Services after changes take effect constitutes acceptance.

13.3 Waiver

Failure to enforce any provision doesn’t constitute a waiver of that provision or any other provision. Waivers must be in writing.

13.4 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, or if that’s not possible, severed from these Terms. The remaining provisions continue in full effect.

13.5 Assignment

You may not assign or transfer your rights or obligations without our prior written consent. We may assign our rights or obligations to an affiliate or in connection with a merger, acquisition, or sale of assets.

13.6 No partnership

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

13.7 Third-party rights

No third party has rights under these Terms under the Contracts (Rights of Third Parties) Act 1999.

13.8 Notices

Notices must be in writing and sent to:

To us: info@sendiq.co.uk or our registered office
To you: The email or address in your Agreement

Notices are deemed received:

Email: When sent (if sent during business hours) or next business day
Post: 3 business days after posting (UK) or 7 days (international)

13.9 Counterparts

The Agreement may be executed in counterparts, each of which is an original and all of which together constitute one agreement. Electronic signatures are valid.

14. Governing law and jurisdiction

14.1 Governing law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

14.2 Jurisdiction

The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

14.3 Dispute resolution

Before commencing legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiations for at least 30 days.

15. Acceptance

By signing an Agreement, placing an order, using our Services, or continuing to use our Services after being notified of changes to these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Questions or concerns?

If you have questions about these Terms, please contact us:

Email: info@sendiq.co.uk
Post: David Cooper Digital Ltd t/a SendIQ
Website: https://www.sendiq.co.uk