Terms & Conditions

Last updated: September 2026

These Terms of Service ("Terms") govern the provision of services by Perceptivity Ltd, a company registered in England and Wales (Company No. [insert]) with its registered office at 66 Paul Street, London, EC2A 4NA, United Kingdom ("Perceptivity", "we", "us"), to the business client identified on a signed Order Form ("Client", "you"). By signing an Order Form that references these Terms, or by using the Services, you agree to these Terms. Our Services are provided to businesses only, not to consumers.

Each signed Order Form incorporates these Terms. If there is any conflict, the Order Form prevails for commercial terms (plan, fees, dates) and these Terms prevail for everything else.

1. The Services. "Services" means the lead-capture, customer-communication, follow-up, retention and (where selected) outbound prospecting services described in your Order Form and delivered through the Perceptivity platform ("Platform"). We provide the Services with reasonable care and skill and may improve, substitute or modify the underlying tools, systems and providers at any time, provided the Services are not materially degraded. The specific software, platforms and third-party providers we use are our confidential methods and are not licensed or sold to you.

2. Your Responsibilities. You agree to: (a) provide timely access to the accounts, phone numbers, websites, listings and information reasonably required to deliver the Services; (b) ensure all contact data you provide was lawfully obtained and may be contacted; (c) comply with all laws applicable to your use of the Services and to the contacting of your leads and customers, including, as applicable to your market, the UK GDPR and PECR, the EU GDPR, the US TCPA and CAN-SPAM Act, Canada’s CASL, Australia’s Spam Act 2003 and Privacy Act, and equivalent laws in any other jurisdiction where your leads and customers are located; (d) obtain and maintain any consents required for us to contact your leads and customers on your behalf; and (e) review and approve messaging templates where requested. You are responsible for your own staff and for closing and fulfilling your own sales.

3. Acceptable Use. You will not use the Services to send unlawful, deceptive, harassing or unsolicited communications in breach of applicable law, or in any way that could damage the deliverability, reputation or integrity of our systems or sending infrastructure. We may suspend the Services immediately where continued provision would, in our reasonable opinion, breach law or threaten our infrastructure.

4. Fees and Payment. Fees, billing frequency, any setup fee, any performance component and any pass-through costs are as stated on your Order Form. Annual fees are payable in full in advance and are non-refundable except where required by law. Monthly fees are invoiced on the first day of each calendar month, payable in advance; the first invoice may be pro-rated. Invoices are due on receipt. Any performance fee is charged per qualified appointment or lead as defined on the Order Form and measured solely by Platform records. Fees are exclusive of VAT, GST, sales tax and other applicable taxes, which are payable by you in addition.

5. Late Payment. If any amount is unpaid when due, we allow a grace period of fourteen (14) days, after which we may suspend the Services and revoke Platform and dashboard access until payment is made. Suspension does not reduce fees accruing during the suspended period. We may charge interest on overdue sums at 4% per annum above the Bank of England base rate.

6. Term and Termination. The term and any renewal are as stated on your Order Form. Either party may terminate on thirty (30) days’ written notice (fees remain payable to the end of the notice period), or immediately for unremedied material breach after fourteen (14) days’ notice, or on the other’s insolvency. On termination, Platform access ends; you may request an export of your own contact and conversation data within thirty (30) days, after which we may delete it. Configurations, workflows, templates and system builds we create remain our property.

7. Non-Circumvention. During your agreement with us and for twelve (12) months after it ends, you will not, directly or indirectly, solicit, engage or contract with any third-party supplier, platform, sub-contractor or provider that you identify as being used by us to deliver the Services, for the purpose of replicating or replacing the Services or avoiding fees.

8. Confidentiality. Each party will keep confidential the other’s non-public information and use it only to perform the agreement. Our methods, tooling, provider relationships, configurations and pricing structures are our Confidential Information. This clause survives termination.

9. Data Protection. Each party will comply with applicable data-protection law (including the UK GDPR and, where applicable, the EU GDPR and equivalent laws of your jurisdiction). For personal data we process to deliver the Services, you are the controller and we act as processor on your documented instructions. You warrant you have a lawful basis and any necessary consents for the contacts processed. Personal data may be transferred and processed outside your jurisdiction subject to appropriate safeguards. You provide general authorisation for us to engage third-party sub-processors to process personal data in delivering the Services; we maintain a record of them, will provide a current list on written request, and will give reasonable notice of changes so you may object on reasonable data-protection grounds. We remain responsible for our sub-processors’ compliance, and the identity, selection and configuration of the specific providers we use are our Confidential Information. Our Privacy Policy at [website]/privacy explains how we handle personal data.

10. Intellectual Property. All systems, workflows, automations, templates, dashboards and materials we create or configure remain our intellectual property. You receive a non-exclusive, non-transferable right to use them solely for your business during the term. Your own logos, content and customer data remain yours.

11. No Guarantee of Results. We do not guarantee any specific number of leads, appointments, sales or revenue. Outcomes depend on factors outside our control, including your market, pricing and your team’s handling of the opportunities delivered.

12. Limitation of Liability. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law. Subject to that: (a) neither party is liable for indirect, special or consequential loss, or loss of profit, revenue, data or goodwill; and (b) our total aggregate liability is limited to the total fees paid by you in the three (3) months immediately preceding the event giving rise to the claim.

13. Indemnity. You will indemnify us against claims, losses and costs arising from your breach of clause 2 or 3, your instructions, the content you supply, or your unlawful or non-consented contacting of leads and customers.

14. General. We act as an independent contractor; nothing creates a partnership, employment or agency relationship. Neither party is liable for events beyond its reasonable control, including outages or changes by third-party platforms. You may not assign your agreement without our written consent; we may assign or sub-contract provided the Services are not materially degraded. These Terms and your Order Form are the entire agreement. Notices must be in writing by email to the addresses on the Order Form and are deemed received the next business day. If any provision is held invalid, the rest continue in force; a failure to enforce a provision is not a waiver of it. No term is enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.

15. Changes to these Terms. We may update these Terms from time to time. The version in force when you sign an Order Form applies for the term it records; updated Terms apply from your next renewal, and we will give notice of material changes.

16. Governing Law. These Terms are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.