Terms of Service

These Terms govern the supply of cold email outbound and appointment setting services by EVA DAVA EOOD, UIC 207945177, registered office 9 Gen. Gurko Str., floor 1, 8000, Burgas, Bulgaria (the Provider), to a business customer (the Client). The Provider is owned and operated by Alexander Kuguk, who assembles and directs the crew that performs the Service and answers for its work.

They apply to business customers only. They are not offered to consumers.

1Acceptance

The Client accepts these Terms by written confirmation, including by email, or by signing off the buyer profile, or by giving the Provider access to a mailbox, CRM or calendar for the purpose of the Service. The version in force at the date of acceptance applies for the whole engagement. Each version carries a version number and a date, and earlier versions are supplied on request.

There is no separate signature requirement, no minimum term and no lock-in.

2What is supplied

The Provider builds and warms outbound infrastructure in the Client's name, writes the buyer profile, qualification criteria, messaging and sequence with the Client, contacts prospects that match the profile, handles the replies, qualifies the prospects, and books meetings into a calendar the Client nominates.

The Provider does not conduct the Client's sales meetings, does not negotiate and does not close the Client's deals.

Sender. Throughout these Terms a sender means one domain with one mailbox on it, built as a pair and counted as one. The domain is registered to the Client and the mailbox sits on that domain and on no other. Where these Terms set a limit or a count per sender, it applies to the pair.

The Provider gives no guarantee of revenue, pipeline, closed business, or inbox placement, and does not promise a number of meetings. Nobody can promise inbox placement, and the Provider does not claim otherwise.

3What counts as a meeting

A Qualified Meeting is a meeting that satisfies all three of the following:

• the prospect's company matches the buyer profile the Client signed off in writing, including industry, geography, size and any further criteria the parties record;
• the individual holds the seniority named in the agreement for that profile;
• the prospect accepted a slot in the Client's nominated calendar and attended it.

All three, or there is no invoice.

None of the following is a Qualified Meeting: a reply to an email, a click, an accepted slot that nobody attends, a referral to another person without an accepted and attended slot, or a meeting with anyone outside the agreed profile.

The profile and the criteria are recorded in writing and signed off by the Client before the first outbound message is sent. They may be amended at any time by written agreement, and the amendment applies to meetings booked after it.

4Held, not booked

This is the whole commercial arrangement: nothing is invoiced until the meeting is held. The Provider chose the prospect and wrote the message, so an accepted slot that nobody attends produces no invoice.

The only sums invoiced before a meeting happens are the monthly Tech fee under clause 8 and the infrastructure under clause 9. The infrastructure is invoiced at the start of the engagement, the Tech fee monthly in advance, and neither is a charge for a meeting.

5No-shows and reschedules

• No-show. Where the prospect does not attend, the Provider re-books the same prospect at no charge. Two re-books are made at no charge; on the third failure to attend, the meeting is treated as not delivered and is replaced with a different prospect at no charge;
• Reschedules. One contact is one billable meeting in any twelve weeks, however many times the slot moves;
• a meeting the Client's own representative fails to attend, or cancels without offering an alternative slot, counts as held and is invoiced.

6Rejecting a meeting

If a meeting does not match the agreed profile and criteria, it is not billed and the Provider replaces it at no charge. The mechanics:

• the Client raises it in writing within five business days of the meeting;
• the Client states which of the three conditions in clause 3 was not met;
• the Provider does not argue a properly raised objection;
• the replacement is booked within the same or the following calendar month, and is invoiced in place of the rejected meeting.

Objections raised after five business days are considered in good faith but are not a right under these Terms.

7Price per meeting

One price, published on the Provider's website in US dollars: USD 500 per meeting held. It does not move with the size of the pack or the number of meetings in a month. The one exception is seniority at the top: for meetings with C-suite executives the price is agreed in writing before the first send, and until such an agreement exists the published price applies.

The price in force at the date of acceptance applies for the whole engagement unless the parties agree otherwise in writing.

There is no retainer, no minimum number of meetings in any month, no lock-in, no exit fee and no volume discount. A month in which no meeting is held is invoiced at nothing beyond the Tech fee under clause 8 and the infrastructure renewal under clause 9. All prices are stated exclusive of VAT; see clause 18.

8Tech fee

USD 800 per calendar month, invoiced monthly in advance for every month the run is live, starting with the first. There is no separate onboarding fee: the Tech fee covers the whole standing side of the Service.

It is a flat number: it does not move with the number of domains, mailboxes, tenants or records. It is charged whether or not a meeting is held in that month, because the work is done and the data is bought whether or not a meeting is held. The buyer profile and the acceptance criteria are delivered to the Client in writing and remain the Client's, whether or not the engagement continues.

The Tech fee never buys a meeting. Meetings are billed only under clause 7, only after they are held. The Tech fee does not survive the run: it stops with the last month in which sending was live, and it is not charged during a pause the Client asks for in writing.

9Infrastructure at cost

Domains and mailboxes are bought at cost, with no margin of any kind, and the vendor invoices are attached to the Provider's invoice so the Client can check it.

• every domain is registered to the Client's legal entity, in the Client's name;
• every mailbox is created under an account belonging to the Client;
• the infrastructure is the Client's property from the moment it is bought, and it stays with the Client when the engagement ends, for any reason, including termination by either party;
• renewal in the second and later years is paid to the vendors directly by the Client, or invoiced at cost by the Provider at the Client's choice;
• the Provider takes nothing on this line and derives no rebate, commission or other benefit from the vendors.

Because the infrastructure belongs to the Client and was supplied without margin, it is not refundable.

Outbound is never sent from the Client's production domain, and never from a lookalike domain registered to the Provider.

10Volume ceiling

The Client sets, in writing before the first send, the maximum number of Qualified Meetings it wants delivered in a calendar month. The Provider does not exceed that number.

Above every Client ceiling sits the Service's own limit: fifty meetings a week across the engagement. The Provider does not take on volume beyond it, and the website cannot promise past it.

• the ceiling protects the Client from a bill it did not plan for and from meetings nobody is free to attend;
• the ceiling is not a minimum and creates no obligation on the Client to buy;
• meetings beyond the ceiling are not delivered and not invoiced. They do not carry over;
• the ceiling may be changed for a future month by written notice before that month begins.

11The JTBD work, and what the Client signs off

The onboarding opens with the JTBD work: writing down the job the Client's buyer hires the Client's product to do. Out of that come, in order: the buyer profile, the acceptance criteria for a meeting, the hook, the angle and the buying signals, and then the copy and the sequence.

Four documents produced by this work are signed off by the Client in writing before the first send, and once signed they form part of this agreement. Nothing is sent until all four are back:

• the buyer profile, target roles, seniority, geography, company size and qualification criteria;
• the messaging: the copy, the hook, the angle and the sequence;
• the exclusion list (existing customers, open opportunities, partners, prospects the Client's own team is already working, and any account the Client names). The exclusion list may be drawn from the Client's CRM, its sent mail, a list it hands over, or all three;
• the volume ceiling under clause 10.

The Client may amend the messaging or the exclusion list at any time in writing, and the amendment takes effect for messages sent after it.

The Client confirms that the buyer profile it signs off is a profile it has a lawful basis to contact, and the parties record the allocation of data protection roles in the Data Processing Agreement.

12How the Service is run

These are the Provider's own operating rules. They are stated here as terms rather than as marketing because the Client is entitled to hold the Provider to them.

The volume written into the agreement is a floor the design is built to carry, not a forecast of meetings. A quarter of the pack is held in reserve so that a burned sender, or the loss of a tenant to a vendor suspension, does not stop the sending.

13What the Provider commits to

No fee is refunded

No fee under this agreement is refundable. The Tech fee is earned month by month as the work and the data it pays for are delivered, and the infrastructure under clause 9 belongs to the Client and carried no margin. Nothing in this clause creates a right to money back.

The five commitments

The Provider commits to the following, and they are the measure of delivery under this agreement:

1. every domain in the pack live with one mailbox each, authenticated and warmed, by the end of week three;
2. the agreed volume sent every week of the run, and no sender ever above fifty emails a day, warm-up traffic counted inside that fifty;
3. every address verified before it is written to, and bounces under 2%; sending stops if they pass it, in whatever week that happens;
4. no open tracking and no click redirects in any message sent under this agreement;
5. every reply answered within one day, any day and any hour, by a person who read it.

What the Client does if a commitment is missed

The Client raises it in writing to alex.kuguk@evadava.com, naming which commitment was missed. The Provider supplies the sending records for the period in question on request. Where the Provider does not put it right, the Client's remedy is to terminate under clause 19: fourteen days' notice, no exit fee, no notice period to sit through, and only the meetings already held are payable. There is no retainer and no minimum term, so nothing is forfeited by leaving.

Two things are outside the Provider's commitments and are stated plainly so they are not discovered later. A failure caused by the Client, meaning access not granted, sign-off not given, or a bounce rate driven by a list the Client insisted on. And the rate at which recipients mark mail as spam, which is the recipient's act and not within the Provider's control; the complaint threshold in clause 12 stops the sending to protect the domain, and is not a commitment as to outcome. Suspension of a mailbox by its vendor does not by itself excuse commitment 2, provided the pack still holds the agreed volume; that is what the spare capacity in clause 12 is for.

14Outbound compliance

Outbound is sent from a domain belonging to the Client. That makes the Client the party a regulator writes to, so the standard applied to every message is set out here in full rather than left to practice.

What every message carries

• Accurate sender information. The display name is Alexander Kuguk, a real person. The signature reads Outbound for the Client's company name. The mailbox is on a domain belonging to the Client. Header information, the From line and the routing are not disguised or falsified;
• A subject line that describes the message and does not mislead about its content or its purpose;
• A working one-click opt-out. One click, no login, no form, no questions asked and no reason required. It is carried both as a link in the body and as a List-Unsubscribe and List-Unsubscribe-Post header, so that the unsubscribe control built into the recipient's own mail client works;
• A valid physical postal address: 9 Gen. Gurko Str., floor 1, 8000, Burgas, Bulgaria, unless the Client instructs in writing that its own registered address be used instead;
• Where the address came from. A plain line naming the source from which the recipient's business email address was obtained. The sources are described in the Privacy Notice;
• How to object. A line stating that the recipient may object to the processing and how, which is the right under Article 21 of the GDPR and is separate from, and in addition to, the opt-out link.

Jurisdictions that are excluded rather than justified

Legitimate interest under Article 6(1)(f) of the GDPR is the basis on which business contacts are approached, and it is set out in full in the Privacy Notice. Where a recipient's national law requires consent rather than legitimate interest, that category is excluded from the sending rather than argued for. The exclusions applied to every list before the first send are:

• Canada. Express consent is required before a commercial electronic message under CASL, and cold outreach does not have it. Canadian recipients are removed at list build;
• Poland. The national regulator requires consent for business-to-business electronic marketing, and Polish recipients are removed on the same basis;
• The United Kingdom, for individual subscribers, sole traders and unincorporated partnerships, under PECR;
• Any recipient whose country is unknown, because the applicable rule cannot be determined. The record is completed or the recipient is not written to.

Where the Client wants a jurisdiction on this list approached, it is the Client's decision to make in writing and on its own legal advice, and the Provider will follow it or decline it.

How an opt-out is handled

The only record kept of a suppressed address is the minimum needed to honour the request, and it is the one record that cannot be deleted on request without breaking the promise. This is stated in clause 14 of the Data Processing Agreement and in section 10 of the Privacy Notice.

A reply that is not an opt-out is answered by a person within one day, any day and any hour. Replies are not routed into an automated loop, and nobody is left waiting.

Who is not contacted

• anyone on the Client's exclusion list under clause 11;
• anyone on the Provider's permanent suppression list;
• personal email addresses. Outbound goes to business addresses at the employer named in the buyer profile;
• individual subscribers, sole traders and unincorporated partnerships in the United Kingdom, who under the Privacy and Electronic Communications Regulations require consent that a cold campaign does not have;
• any category the Client adds in writing at any time.

The applicable standards are the US CAN-SPAM Act, Regulation (EU) 2016/679 and the ePrivacy Directive as implemented in the recipient's country. Where the law of a recipient's country is stricter than this clause, that law applies and the Provider follows it.

15Access and revocation

The Provider holds access to the mailboxes on the Client's domains, to the Client's CRM, and to a nominated calendar, limited to what the Service requires and to nothing else.

• access is delegated, not shared. The Client revokes any of it in under a minute, without changing a password, at any time, without cause and without notice;
• revocation stops the Service. It does not affect meetings already held, invoices already due, or the Client's ownership of the infrastructure;
• the Client's existing contact records stay in the Client's systems. The Provider works inside the Client's CRM and does not export the Client's records;
• on termination the Provider hands over the record of accounts contacted, in the Client's CRM where the Service wrote to it.

16Category exclusivity

While an engagement is running, the Provider does not take on a direct competitor of the Client in the Client's category.

What the Provider does not promise, and will not: that a person who fits ten different buyer profiles never hears from the Provider about a different product. Anyone promising that is either not keeping it or is about to run out of market.

What is the Client's stays the Client's. The Client's copy, hook, angle, buyer profile and lists are never reused for anyone else.

17Invoicing and payment

• Infrastructure is invoiced at the start of the engagement, with the vendor invoices attached; the Tech fee monthly in advance;
• meetings are invoiced monthly, within five business days after the end of the calendar month in which they were held;
• the invoice lists each Qualified Meeting, the company, the role and the date it was held;
• the Tech fee is invoiced monthly in advance, on the first business day of the month it covers, and stops with the last month in which sending was live;
• payment is due within fourteen days of the invoice date;
• invoices are issued in US dollars and paid by bank transfer, unless another method is agreed in writing;
• statutory interest applies to late payment under Bulgarian law and Directive 2011/7/EU on combating late payment in commercial transactions.

18VAT

All prices on the Provider's website and in these Terms are exclusive of VAT. Where VAT is due, it is added to the invoice and shown separately.

The Provider is registered for VAT in Bulgaria, so:

• a Client established outside the European Union: the supply is outside the scope of Bulgarian VAT. The Client confirms its business status and place of establishment on request;
• a business Client in another EU member state with a valid VAT identification number: the reverse charge applies under Article 44 of Directive 2006/112/EC. The invoice is issued without VAT and states that the recipient accounts for the VAT under the reverse charge. The Client supplies a valid VAT identification number, which the Provider verifies in VIES, and tells the Provider without delay if it ceases to be valid;
• a Client established in Bulgaria: Bulgarian VAT is charged at the applicable rate.

Where a Client cannot evidence business status or a valid VAT identification number, the Provider may charge VAT.

19Term and termination

The engagement runs until either party ends it. There is no minimum term, no lock-in and no exit fee.

• either party may terminate on fourteen days written notice, for any reason or none;
• either party may terminate immediately for material breach that is not cured within fourteen days of written notice;
• on termination the Provider stops sending, hands over the record of accounts contacted, and the Client revokes access;
• meetings held before the effective date remain payable. Meetings not yet held are not charged;
• the domains and mailboxes stay with the Client under clause 9. Nothing is handed back, because nothing was ever the Provider's.

20Confidentiality

Each party keeps confidential the non-public information of the other received in connection with the Service, namely the buyer profile, the messaging, pricing, prospect lists, results, and business plans, and uses it only for the Service.

This obligation applies from first disclosure, including during evaluation and before any engagement begins, and continues for three years after the engagement ends. It does not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law.

This clause operates as a mutual non-disclosure agreement. No separate document is required.

21Data protection

Personal data is handled under the Privacy Notice and, where the Provider processes personal data on the Client's instructions, under the Data Processing Agreement, which forms part of these Terms.

The Client confirms that it has a lawful basis for the outbound activity it approves. The Provider assists the Client in demonstrating it, including with the balancing assessment under Article 6(1)(f) set out in the Privacy Notice.

22Liability

Neither party excludes liability for fraud, wilful misconduct, death or personal injury, or any liability that cannot be excluded by law.

Neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings or indirect loss.

The Provider's total liability arising out of the engagement is limited to the fees paid by the Client under these Terms in the three months preceding the event giving rise to the claim, excluding sums paid at cost under clause 9.

23Changes

The Provider may publish a new version. A new version applies to a running engagement only from the beginning of the calendar month after the Client has been notified in writing. If the Client does not accept the new version, the Client may terminate under clause 19 and the previous version applies until termination takes effect.

24Law and jurisdiction

These Terms are governed by the law of the Republic of Bulgaria. The courts of Burgas, Bulgaria have jurisdiction, without prejudice to any mandatory rule that gives jurisdiction elsewhere.