Terms of Service

1.1 In these Terms the following definitions apply:

1. (a)“Billing Date” means the day of the month on which your monthly fees are charged or invoiced, as recorded in your Plan.
2. (b)“Booked Meeting” has the meaning given in clause 6.
3. (c)“Business Day” means a day other than a Saturday, Sunday or public holiday in England.
4. (d)“Briefing” means the research output we prepare and deliver to you under a Plan, comprising researched Prospects together with, for each Prospect, the reason to approach them and suggested outreach wording.
5. (e)“Briefing Date” means the scheduled delivery date of a monthly Briefing, as recorded in your Plan.
6. (f)“Client Materials” means information you give us about your own business for the purpose of the Services, including your target customer profile, service area, selling points, pricing, messaging and any Feedback.
7. (g)“Feedback” means the response tracker and any other information you return to us about how Prospects in a Briefing responded to your outreach.
8. (h)“Plan” means the Services, fees, Billing Date, Briefing Date, Trade, Service Area, target number of Prospects, target criteria and any other particulars set out in the written plan confirmation we issue to you (a “Plan Confirmation”), or otherwise confirmed by us in writing (including by email).
9. (i)“Prospect” means an organisation identified in a Briefing and, where one is included, the named individual at that organisation referred to in their professional capacity.
10. (j)“Sample” means a one-off sample Briefing supplied at no charge under clause 2.5.
11. (k)“Service Area” means the geographic area within which you provide your services, as recorded in your Plan.
12. (l)“Services” means the Monthly Briefing, Managed Outreach, Custom Research and/or Sample, as ordered.
13. (m)“Trade” means the category of service you sell (for example commercial cleaning or commercial landscaping), as recorded in your Plan.
14. (n)“Verified” means a business email address that has passed our email verification process at the time of delivery as a working address for the named Prospect. A Prospect is treated as delivered only if its email address is Verified; we withhold contacts whose address is unverified, unknown or invalid.

1.2 Clause headings are for convenience only and do not affect interpretation. “Including” means including without limitation. References to a statute include amendments to and re-enactments of it. “Writing” includes email.

2.1 We provide the following Services. The Service you order determines who carries out the outreach and, accordingly, who bears responsibility for how Prospects are contacted (see clauses 6, 7 and 8).

2.2 Monthly Briefing. We prepare and deliver a Briefing to you each month on or about the Briefing Date. Your Plan states the number of Prospects we aim to include (at launch, around one hundred). You carry out any outreach to the Prospects yourself and are solely responsible for that outreach and for your compliance with all applicable laws in conducting it.

2.3 Managed Outreach. In addition to preparing Briefings, we carry out outreach to Prospects on your behalf and in your name, and seek to arrange Booked Meetings for you. Additional terms for this Service are set out in clause 6.

2.4 Custom Research. Bespoke research to a scope and fee agreed in writing between us. These Terms apply to Custom Research except where the agreed scope says otherwise, in which case the scope prevails to the extent of the inconsistency.

2.5 Sample. Where you ask us for one, we may prepare a Sample at no charge and with no obligation on either party to proceed further. A Sample is provided for your internal evaluation only and is supplied “as is”: clauses 3.5, 7 (Your obligations and acceptable use), 8 (Data protection), 9 (Licence and intellectual property), 10 (Confidentiality), 11 (Warranties and disclaimers), 12 (Indemnity) and 13 (Limitation of liability) apply to a Sample; clauses 3.2 to 3.4 do not. No fee, subscription or other commitment arises from a Sample, and we may decline to prepare one at our discretion.

3.1 We will provide the Services with reasonable skill and care.

3.2 Verification. We verify each business email address before delivery and do not deliver unverified contacts. If a Verified address is rejected as undeliverable (a hard bounce) on your first attempt to email it within 14 days of delivery, and you notify us within that period, that Prospect is treated as not delivered for the purposes of clause 3.3.

3.3 Volume and shortfall. The number of Prospects stated in your Plan is a good-faith target and not a guaranteed quantity; the number available in any month depends on the real opportunities existing in your Service Area at that time. If in any month the number of Verified Prospects delivered falls below the target, your fee for that month will be reduced in the same proportion as the shortfall, applied as a credit against your next payment or, if the Service has ended, refunded. This fee reduction is your sole and exclusive remedy for any shortfall in volume.

3.4 Yours alone. Each Briefing is researched for your firm and is not resold. While you remain a subscriber, and for 12 months after a Prospect is delivered to you, we will not include that Prospect in a Briefing or Sample for any other person in the same Trade whose Service Area overlaps yours. This commitment does not restrict us from including the same organisation in research for clients in other Trades, and it does not apply to Samples we supply to you or to Prospects we deliver to you under Custom Research unless the agreed scope says otherwise.

3.5 Accuracy of information. Briefing information is compiled from third-party and publicly accessible sources, including business directories, public registers and filings, and the Prospects’ own websites, and is reviewed by our team before delivery. Information about organisations and individuals changes over time. In particular, where a Briefing identifies a recent event as the reason to approach a Prospect (such as an appointment, filing, relocation, expansion or contract anniversary), that event is reported as at the date of our research and may since have changed. Suggested outreach wording is a starting point for you to adapt. Beyond the Verified standard in clause 3.2, we do not warrant that every item in a Briefing is complete, current or error-free, and you should apply your own judgement before relying on any item.

3.6 Feedback. Your Plan includes a response tracker. Returning it is optional, but the Briefings you receive improve with it, and we use Feedback as described in clause 9.4.

4.1 Subscription Services (the Monthly Briefing and Managed Outreach) run on a rolling monthly basis with no minimum term, renewing on each Billing Date until cancelled.

4.2 You may cancel at any time by email to office@turnbullresearch.com. Because research for each Briefing begins well before its Briefing Date, to stop the next month’s Briefing we must receive your cancellation at least 14 days before that Briefing Date. If cancellation is received later than that, the fee for that month is payable in full, that Briefing will be delivered, and the Service will then end. No refund is given for any month already charged, other than under clause 3.3.

4.3 Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of notice requiring it to be remedied, or becomes insolvent or unable to pay its debts as they fall due.

4.4 On termination for any reason: any accrued fees remain payable; your licence to use Briefings already delivered and paid for continues in accordance with clause 9; and clauses which by their nature should survive (including clauses 3.4, 8 to 13, 16 and 17) survive.

5.1 Fees are those stated for your Plan. Monthly Briefing fees are payable monthly in advance on the Billing Date. Managed Outreach fees comprise the monthly fee, which is invoiced on the Billing Date, plus the per-meeting fee for each Booked Meeting, which is invoiced monthly in arrears, as set out in clause 6. Custom Research fees are as agreed in the written scope.

5.2 Monthly Briefing fees are collected via our payment processor, Stripe. You authorise us to charge them to your chosen payment method as they fall due. If a payment fails, we may retry it and may withhold the next Briefing until payment is received. Managed Outreach and Custom Research fees are invoiced, and are payable by bank transfer to the account stated on the invoice within 30 days of the invoice date, quoting the invoice number as the payment reference.

5.3 All fees are exclusive of VAT, which will be added where applicable.

5.4 If any undisputed fee is overdue, we may (without limiting our other rights) suspend the Services on notice and recover the sum owed as a debt, together with interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

5.5 We may change our fees on at least 30 days’ written notice, taking effect from the first Billing Date after the notice period ends. If you do not accept a change, you may cancel under clause 4.2 before it takes effect.

6.1 Where you order Managed Outreach, you authorise us to contact Prospects on your behalf and in your name for the purpose of arranging meetings, and you appoint us to do so as your agent for that limited purpose. We will identify ourselves as acting for you in every message we send.

6.2 You are responsible for the accuracy and lawfulness of any Client Materials, messaging, targeting criteria or instructions you provide to us for the outreach, and you warrant that our use of them as directed will not breach any law or third-party right. You will tell us promptly of anything that would make an approach to a particular Prospect inappropriate (for example an existing relationship, a dispute, or a request from that Prospect not to be contacted). Clause 12 (Indemnity) applies.

6.3 We will conduct outreach in a professional manner, will identify a straightforward way for each recipient to decline further contact, and will not contact any Prospect who has asked us or you not to contact them.

6.4 A “Booked Meeting” means a call or meeting between you and a Prospect, arranged through the Managed Outreach Service, where: (a) the Prospect is a named individual with authority to buy your services; (b) the Prospect has confirmed a specific date and time; (c) the Prospect matches the target criteria set in your Plan; (d) the meeting was accepted on its merits and not induced by any payment, gift or incentive; and (e) the Prospect attends.

6.5 Charging for Booked Meetings works as follows:

1. (a)a Booked Meeting is chargeable only if the Prospect attends; if the Prospect does not attend, no per-meeting fee is charged;
2. (b)if you cancel or fail to attend a meeting that otherwise meets clause 6.4(a) to (d), it remains chargeable; if the Prospect reschedules, it is treated as the same meeting and charged once when attended;
3. (c)a meeting with a Prospect who plainly falls outside the target criteria in your Plan is not chargeable;
4. (d)per-meeting fees are invoiced monthly in arrears with a list of the meetings charged. You may raise a good-faith dispute about any item within 7 days of the invoice date, and we will resolve genuine disputes reasonably. Items not disputed within that period are treated as accepted.

6.6 The monthly Managed Outreach fee covers the running of the outreach operation and is payable whether or not any Booked Meeting results in that month.

7.1 You will use the Services and every Briefing lawfully, and will comply with all applicable laws in any outreach you conduct, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR).

7.2 You will honour any request from a Prospect to opt out of, or object to, contact, and will notify us at office@turnbullresearch.com within 5 Business Days of receiving any such request, objection or complaint so that we can add the Prospect to our suppression list.

7.3 You will not use the Services or any Briefing to harass, intimidate, threaten, defame, or contact any person in an abusive, deceptive or unreasonably persistent manner, or otherwise in breach of any applicable law or code of practice. You are solely responsible for the manner, tone, content and frequency of your outreach and other dealings with Prospects, and we have no liability for your conduct.

7.4 You will provide accurate Client Materials where we need them to provide the Services, keep your account and payment details up to date, and tell us promptly if your Trade or Service Area changes.

7.5 You will not upload, import or otherwise transfer a Briefing or any part of it into any third-party marketing platform, database, data broker or list service for onward supply to others.

8.1 Each party will comply with its obligations under applicable data protection law. Our own processing, including the sources we use and how individuals can be removed from our research, is described in our Privacy Policy at turnbullresearch.com/privacy.

8.2 In respect of personal data contained in a Briefing or Sample that we supply to you, you and we each act as independent controllers. You are responsible for your own compliance in relation to how you hold and use that data once it is delivered to you, including providing any notices and honouring any rights owed to the individuals concerned.

8.3 For Managed Outreach, where we contact Prospects on your behalf, each party remains responsible for its own role in that activity as described in these Terms.

8.4 Client Materials may include personal data about your own staff and contacts. We process that data as a controller for the purpose of providing and improving the Services, as described in our Privacy Policy.

9.1 On delivery, and conditional on payment of the fee for the month in which it was delivered, we grant you a perpetual, non-exclusive, non-transferable and non-sublicensable licence to use that Briefing for your own internal business development. This licence survives termination: Briefings already delivered and paid for are yours to keep and use for that purpose.

9.2 You may not resell, redistribute, publish, sublicense, or otherwise make available a Briefing (in whole or in part) to any third party, nor incorporate it into any product, list or dataset supplied to others. The licence in clause 9.1 is for your own use only.

9.3 All intellectual property rights in our methods, systems, processes, research engine, and the way Briefings are compiled and presented remain ours. Nothing in these Terms transfers any of those rights to you.

9.4 You grant us a perpetual, irrevocable, royalty-free licence to use Feedback and Client Materials to provide and improve the Services, including to improve the accuracy of our research engine and systems. They will never be used directly for other clients, and we will not identify you, or disclose your Client Materials, to any other client (see clause 10.2).

10.1 Each party will keep confidential the other’s non-public information disclosed in connection with the Services, and use it only for the purposes of these Terms. This does not apply to information that is or becomes public through no breach of these Terms, is independently developed, was already lawfully held, or must be disclosed by law or a regulator.

10.2 Client Materials are your confidential information. We will not share them with, or resell them to, any other client. Our research about Prospects, and the aggregated learning we derive from Feedback across clients, are not your confidential information.

11.1 We warrant that we will provide the Services with reasonable skill and care, and that email addresses delivered as Verified met the standard in clause 1.1(n) at the time of delivery. Your sole remedy for a Verified address that fails is set out in clause 3.2.

11.2 Except as expressly stated in these Terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, the Services do not guarantee any particular outcome, including any number of replies, meetings, opportunities, sales or revenue, and the number of Prospects delivered in any month is subject to clause 3.3.

11.3 Nothing in a Briefing is a recommendation or assurance that any Prospect will buy from you, is creditworthy, or is suitable for your business. You are responsible for your own commercial decisions.

11.4 We are not responsible for, and have no liability in respect of, any commitments, contracts, service levels or other obligations you enter into with your own customers or any third party. Ensuring that you can meet your own obligations to others is your responsibility alone and does not depend on the Services or any Briefing.

12.1 You will indemnify and keep us indemnified against all losses, liabilities, damages, fines, costs and expenses (including reasonable legal costs) that we suffer or incur arising out of or in connection with:

1. (a)your use of any Briefing or Sample, including any outreach or other processing you carry out using it;
2. (b)any Client Materials, messaging, targeting criteria or instructions you provide to us for Managed Outreach;
3. (c)any claim or complaint by a Prospect or a regulator relating to outreach conducted by you, or by us on your instructions;
4. (d)your breach of clause 7 (Your obligations and acceptable use), clause 8 (Data protection), clause 9 (Licence), or of any applicable law, including the UK GDPR, the Data Protection Act 2018 or PECR.

12.2 The indemnity in this clause 12 is not subject to the limitations in clause 13.

13.1 Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

13.2 Subject to clause 13.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit; loss of business, contracts, revenue or anticipated savings; loss of goodwill or reputation; loss of or damage to data; wasted expenditure; loss arising from your reliance on any item of information in a Briefing; or any indirect or consequential loss.

13.3 Subject to clauses 13.1 and 13.2, our total aggregate liability arising out of or in connection with these Terms, however arising, is limited to the total fees actually paid by you to us in the 12 months immediately preceding the event giving rise to the claim. Our total liability in respect of a Sample is limited to £100.

13.4 You must notify us in writing of any claim within 6 months of becoming aware of the circumstances giving rise to it, failing which the claim is waived.

13.5 You acknowledge that the fees have been set on the basis of the exclusions and limitations in clauses 11, 12 and 13, and that these are reasonable given the nature and price of the Services.

14.1 We may suspend the Services on notice if you fail to pay an undisputed sum when due, or if we reasonably believe your use of a Briefing breaches clause 7 or clause 9, until the issue is resolved. Fees continue to accrue during a suspension caused by your breach.

15.1 Neither party is liable for failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including failure or withdrawal of a third-party data source or service on which we rely. If such an event continues for more than 30 days, either party may terminate on notice.

16.1 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, are governed by the law of England and Wales.

16.2 If a dispute arises, the parties will first attempt to resolve it in good faith through discussions between senior representatives for a period of 30 days from written notice of the dispute. Nothing in this clause prevents either party from seeking urgent interim relief or from bringing proceedings to recover an undisputed debt.

16.3 Subject to clause 16.2, the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

17.1 Entire agreement. These Terms, together with your Plan and any written Custom Research scope, are the entire agreement between us and supersede any prior discussions, marketing statements and representations. Each party confirms it has not relied on any statement not set out in these Terms, though nothing limits liability for fraud. If a Plan Confirmation conflicts with these Terms, the Plan Confirmation prevails only as to the Plan particulars it records; in every other respect these Terms prevail, and clause 2.4 applies to Custom Research.

17.2 Variation. We may update these Terms from time to time by giving you at least 30 days’ notice by email. The updated Terms apply from the first Billing Date after the notice period ends; if you do not accept them you may cancel under clause 4.2 before then. Any other variation must be agreed in writing.

17.3 Assignment. You may not assign or transfer these Terms without our written consent. We may assign or transfer them to a successor to our business on notice to you.

17.4 No partnership or agency. Nothing in these Terms creates a partnership or (except for the limited agency in clause 6.1) any agency between the parties.

17.5 Third parties. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.

17.6 Notices. Notices must be in writing and may be sent by email to the address each party uses for the account, or to office@turnbullresearch.com for notices to us. A notice sent by email is treated as received on the next Business Day after sending.

17.7 Waiver and severance. A failure or delay in enforcing a term is not a waiver of it. If any term is found unenforceable, the rest continue in force and the term is modified to the minimum extent needed to make it enforceable.