Contractual Terms.
Proposal for CXO Nexus · Growth Partnership (Pilot Phase)
01Purpose
LUNIFAI provides automation, integration, AI development and low-code/no-code services. The detail of the deliverables is set out in this proposal.
02Obligations
LUNIFAI undertakes to apply the means necessary to perform the engagement properly and to inform the Client promptly of any blocker. The Client provides the necessary materials, approves deliverables within the agreed times, and pays the amounts due on the agreed terms.
03Liability
LUNIFAI acts as an integrator of third party solutions (n8n, Airtable, and others). It is not responsible for bugs in or limitations of those tools. Its liability is limited to an obligation of means, save for gross negligence. Closing the sale is the Client's responsibility alone.
04Tools and third party costs
The sending infrastructure is borne by the Client: Zapmail (domains and mailboxes), Instantly or PlusVibe (sending), and HeyReach (LinkedIn), subscribed in the Client's name, billed directly by each provider and carrying no margin for LUNIFAI. Every other tool used to run the pilot (sourcing, enrichment, email verification, AI personalisation) is paid by LUNIFAI and included in the fee. The detail of those costs is set out in this proposal. Campaigns and services are suspended if an invoice remains unpaid beyond 30 days.
05Payment
The pilot fee is £8,500, payable in two instalments: £4,250 on signature, and £4,250 60 days after full launch, due only if the target set out under Guarantee is reached. It covers the setup and warm-up month and 60 days of running the campaigns from full launch. There is no other success fee and no per-opportunity fee.
06Guarantee
The target is 15 qualified opportunities within 60 days of full launch. A qualified opportunity is a decision maker matching the ICP defined at onboarding who opts in (replies that they want to talk about the Client's services, or asks to see the Client's previous work, references or testimonials), one per company. Each one is shared with the Client as it lands; the Client has 5 business days to flag one as outside the ICP, and unflagged ones count. If the target is not reached by the end of the period, the first instalment of £4,250 is refunded to the Client in full and the second instalment is not due. The refund covers LUNIFAI's fee. Tool and domain costs remain the Client's, as does the infrastructure built, which stays with them. Any delay or interruption attributable to the Client suspends the measurement period.
- Copy and angles are approved within 48 hours.
- LUNIFAI's copy is what goes to market. The Client may write their own version, which LUNIFAI will gladly A/B against its own.
- The Client answers within 24 hours when a prospect asks something only they can answer.
- Domains and mailboxes are subscribed and paid for by the Client at onboarding, and the campaign is neither paused nor restricted.
07What voids the guarantee
Two things void it: refusing the work on the angle and offer, and overruling LUNIFAI's copy. In either case LUNIFAI still builds and runs the campaigns, but the refund falls away and the second instalment becomes due whatever the result.
08Scope of the pilot
The pilot covers a reactivation campaign on the Client's Orbit contacts and a cold outbound campaign, on email, LinkedIn and WhatsApp, run for 60 days from full launch, plus the reply-to-call alert (Fullenrich enrichment on positive replies). Reply handling and appointment setting are the Client's during the pilot. The pilot is limited to one per client.
09After the pilot
At the results call the Client decides whether to continue. Nothing renews automatically: any 12-month engagement starts only on the Client's written confirmation.
10Continuation after the pilot
Continuing after the pilot is optional and decided at the results call; nothing in this proposal commits the Client beyond the pilot. For information, the two continuation models are: a flat retainer at £4,250 per month for 12 months, with an optional appointment setting add-on by email and LinkedIn at £500 per month for the same 12 months; or a performance model at £2,850 per month for 12 months, reply handling and follow-ups included and required on this model, plus £400 per meeting booked and held with a decision maker matching the ICP. The terms are confirmed in writing at that point.
11Ownership
Deliverables are licensed to the Client for exclusive use upon payment. Domains, mailboxes and the Zapmail, Instantly or PlusVibe, and HeyReach accounts are subscribed in the Client's name and belong to the Client. LUNIFAI retains its methods, its tooling and its technical structures.
12Governing law
This agreement is governed by Swiss law. Exclusive jurisdiction: the courts of the Canton of Geneva.
Confidentiality Clause.
In the course of performing this contract, the Parties acknowledge that confidential information may be exchanged, in particular of a commercial, technical, financial, strategic, organizational nature or relating to know-how.
01Definition
Confidential information means all information, of any nature whatsoever, communicated in writing, orally, or by any other means, identified as confidential or whose confidential character reasonably flows from its nature or from the circumstances of its disclosure. This includes in particular: client data, internal documents, source code, software architectures, processes, mockups, databases, as well as any information relating to the activities, projects, or working methods of either Party.
02Obligation of the Parties
Each Party undertakes to: not disclose the confidential information to third parties without the prior written agreement of the other Party; use the confidential information solely for the purposes of performing this contract; take all necessary measures to ensure the protection and confidentiality of said information, at least equivalent to those it applies to its own sensitive information.
03Exclusions
The obligations under this clause do not apply to information: that has fallen into the public domain without breach by the receiving Party; already known to the receiving Party before its disclosure by the other Party; whose disclosure is required by law or by a competent judicial or regulatory authority (subject to informing the other Party beforehand to the extent permitted by law).
04Duration
The confidentiality obligations under this clause shall remain in force for a period of five (5) years from the signing of this contract, including in the event of termination or non-execution of the project.
05Applicable Law and Jurisdiction
This clause is governed by Swiss law. Any dispute relating to the interpretation or performance of this clause shall be submitted to the exclusive jurisdiction of the courts of the Canton of Geneva, subject to a prior amicable settlement between the Parties.
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