Review and sign your agreement.

1. Parties, order documents and priority

This Master Services Agreement is between Newson International Ltd, company number 11964708, trading as AppointmentSetters (Provider), and the legal entity identified by the authorised signatory (Client). It applies to every invoice, order form or written order accepted by the Client (each an Order).

Each Order incorporates this Agreement. The Order exclusively defines the purchased package, fees, taxes, appointment allocation, campaign scope, delivery period and any package-specific commitment. If documents conflict, a signed variation prevails, followed by the Order, then this Agreement. Website copy, presentations and oral statements do not vary these terms.

2. Services and campaign scope

Subject to the applicable Order, the Provider supplies managed B2B LinkedIn outreach, campaign strategy, prospect data preparation, targeting, copy and sequence development, Virtual SDR infrastructure, AI-assisted response handling, human qualification, calendar booking, follow-up, reporting and reasonable optimisation.

One campaign ordinarily covers one agreed offer, ideal customer profile, market, language and booking destination. Materially different offers, brands, entities, markets or audiences may require another Order. The Services exclude sales closing, regulated advice, paid media, bespoke software and guaranteed revenue unless an Order expressly says otherwise.

3. Onboarding, approvals and Client responsibilities

The Client will promptly provide accurate information, lawful materials, suppression lists, approvals, calendars, access and sufficient meeting availability. The Provider need not launch until payment and all reasonable readiness requirements are complete.

Client delay, requested pauses, unavailable calendars, changed offers or targeting, missing access, non-payment and other Client-controlled dependencies extend delivery dates by the affected period plus reasonable remobilisation time. The Client warrants that its offer, claims, instructions and supplied data are lawful and accurate.

4. Appointment qualification, attendance and disputes

Where an Order includes an appointment commitment, an appointment counts only under the written qualification and measurement rules agreed for that campaign. Unless the Order says otherwise, an attended qualified appointment is a meeting with an approved prospect who meets the mandatory criteria, understands the meeting purpose and attends for at least ten minutes, unless the Client ends it earlier after qualification is confirmed.

No-shows and validly rejected wrong-fit meetings do not consume the applicable allocation. The Client must raise an evidence-based dispute within two Business Days after the meeting, identifying the failed written criterion. Criteria cannot be changed retrospectively. A qualified prospect is not disqualified merely because they later decline, object, delay or do not buy.

5. Delivery commitment and remedy

Any appointment quantity, delivery period or service-level commitment exists only if stated in the applicable Order. If an Order expressly includes an appointment commitment and a Provider-attributable shortfall remains after valid exclusions and extensions, the Provider will continue the relevant delivery work, replacement activity and reasonable optimisation without an additional management or appointment-delivery fee until that Order's commitment is met.

To the fullest extent permitted by law, continued delivery and re-performance are the exclusive remedies for a correctable shortfall. Fees are committed, non-cancellable and non-refundable once paid or mobilisation begins, except where mandatory law requires otherwise. Client cancellation, withdrawal, pause or non-use does not create a refund or release from payment.

6. Fees, invoices and taxes

The Client will pay each invoice in the currency and by the due date shown on it, without set-off or deduction except where required by law. Taxes and pre-approved third-party pass-through costs are additional where stated. Overdue sums may accrue lawful interest and reasonable recovery costs. The Provider may suspend work for non-payment.

7. Platforms, compliance and brand protection

The Provider may use employees, contractors, approved subprocessors, LinkedIn, Sales Navigator and other campaign tools. Third-party services are outside the Provider's control; uninterrupted availability, unchanged functionality, deliverability and account decisions are not warranted.

Each party will comply with laws applicable to its role, including privacy, direct-marketing and anti-bribery rules. The Client remains responsible for lawful offer claims, sector-specific restrictions and instructions. Neither party will require unlawful, deceptive or materially misleading communications.

8. Data protection and security

Each party acts as an independent controller for its own purposes and as processor only where the facts require. The Provider will process Client personal data only to deliver the Services, apply reasonable safeguards, restrict access, use appropriate subprocessors and notify the Client of a confirmed material breach without undue delay.

The Client confirms it has a lawful basis for supplied data and will not provide special-category, patient, criminal-offence, payment-card or unnecessary credential data. On termination, Client data may be returned or deleted within 90 days, subject to law, disputes, security records and backup cycles.

9. Confidentiality and intellectual property

Each party will protect the other's confidential information and use it only for this relationship. This does not cover information already known lawfully, public without breach, independently developed or required to be disclosed by law.

Each party retains its pre-existing intellectual property. On full payment, the Client may use campaign copy and deliverables created specifically for it. The Provider retains its methods, templates, systems, know-how, anonymised learnings and reusable tools. The Client grants the Provider a limited licence to use Client materials solely to perform the Services.

10. Warranties, indemnities and liability

The Provider will perform the Services with reasonable care and skill but does not guarantee sales, revenue, close rates or third-party platform outcomes. All implied terms are excluded to the fullest extent permitted by law.

Each party will indemnify the other against third-party claims arising from its unlawful materials, instructions, infringement, fraud, wilful misconduct or material legal breach. Neither party is liable for indirect or consequential loss, lost profits, lost opportunity or lost data. Subject to liabilities that cannot legally be limited, each party's aggregate liability is capped at the fees paid or payable under the affected Order during the twelve months preceding the event.

11. Suspension, termination and consequences

Either party may terminate for an uncured material breach after fourteen days' written notice, or immediately for insolvency, illegality, fraud or serious reputational or security risk. The Provider may suspend for overdue payment, unsafe access, unlawful instructions or unresolved Client dependencies.

Termination does not affect accrued rights or payment obligations. Clauses intended by nature to survive—including payment, confidentiality, intellectual property, data protection, liability, dispute resolution and non-solicitation—continue after termination.

12. Non-solicitation, force majeure and general terms

During the Services and for twelve months afterwards, neither party will knowingly solicit for employment personnel materially involved in delivery, except through a general public recruitment process. A reasonable recruitment fee may apply where enforceable.

Neither party is liable for delay caused by events beyond reasonable control. Neither may assign this Agreement without consent, except to an affiliate or successor that assumes its obligations. The Provider may subcontract while remaining responsible for its obligations. Notices must be in writing. Delay in enforcing a right is not waiver; invalid terms are severed; this Agreement and its Orders are the entire agreement. Electronic signatures and counterparts are valid.

13. International arbitration and enforcement

This Agreement and non-contractual obligations are governed by the laws of England and Wales, excluding conflict-of-law rules. Any dispute not resolved by senior representatives within thirty days will be finally resolved by confidential arbitration under the LCIA Rules by one arbitrator. The seat is London, England; the language is English; remote hearings may be used.

Either party may seek urgent interim or protective relief from any competent court. Judgment on an award may be entered and enforced in any jurisdiction where a party or its assets are located. Nothing limits rights that cannot lawfully be waived under mandatory local law.