BDR Services: Terms and Conditions                                                    UPDATED NOVEMBER 11, 2024 

Client Cooperation The Client acknowledges that timely cooperation and provision of necessary information (including, but not limited to, lead lists, feedback, and material approvals) are essential for The BDRs to fulfill their obligations. The Service Provider shall not be responsible for any delays, missed appointments, or performance failures resulting from the Client's failure to meet their responsibilities. Requested deliverables are due within three (3) business days of the initial request to avoid any delays or disruptions to campaign launch and/or performance.

Monthly Service Fees The Client shall pay the first month’s and last month's service fees upon initiating service. For continued monthly service, the Client will be invoiced on the same day each month, beginning the same day of the following month of the campaign going “Live”. Payment is due on or before the due date listed on the invoice. A $50.00 late fee will BE APPLIED FOR ALL LATE PAYMENTS Five (5) or more days overdue. The late fee will be applied to the following MONTH'S invoice as an additional line item. Appointment Fees $65.00 for each 30 minute meeting/appointment scheduled by the Service Provider and attended by the prospect via a virtual meeting platform or by phone. Additional meetings/appointments that exceed the allotted 30 MINUTES will be billed at a rate of $10 per 15-minute INCREMENT and rounded up to the nearest quarter hour. Meetings/appointment fees will be included on the monthly invoice, alongside the Client’s monthly service fee, with each meeting/appointment being identified as an additional line item. Pause Limitations Clients may request to pause outreach on their account up to a maximum of two (2) times per calendar year. Each pause period is limited to a duration of no more than two (2) consecutive weeks. Notification Requirements Clients must notify The BDRs of their intent to pause outreach by email, providing a minimum of seven (7) days’ notice BEFORE the desired pause start date. This allows The BDRs sufficient time to prepare and coordinate any adjustments necessary to maintain client account integrity.Maintenance Fee During Pause A $260.00 maintenance fee will be applied to all accounts on pause. During this period, The BDRs may continue to conduct essential activities, such as following up on previously scheduled meetings or other communications, to help keep prospects engaged and maintain relations in the client’s pipeline.Extended Pauses and Account Cycling If an account remains on pause for longer than thirty (30) days, The BDRs reserves the right to initiate a cycle-out process for the account. This process may include scaling down or discontinuing active engagement with prospects as appropriate. Please note that no refunds will be issued for any accounts placed on pause. Clients are responsible for any fees incurred during the pause period, including the maintenance fee outlined above.Term & Termination This agreement shall continue on a month-to-month basis. The Client must provide 30 days written notice to pause or terminate services. The prepaid fees for the last month of service will apply during that next month and is considered the 30-day cycle out period. Under no circumstances will refunds be issued. Upon providing such notice, all pending appointments/meetings (those already scheduled) are subject to the $65 appointment fee, and the Client assumes all responsibility for scheduled appointments and meeting management, including meeting confirmations, rescheduling, nurturing, etc. after the 30-day cycle out period. Meetings pending reschedule, defined as meetings scheduled but not attended by the client within the last 30 days, are also subject to the $65 fee. The Client assumes all responsibility for any rescheduling, appointment confirmations, follow-ups, and lead nurturing from that point. The Client will receive a final invoice for any outstanding fees and/or balances. If the Client terminates services without providing the required 30-day written notice, they agree to pay an early termination fee equal to one month's service fee. Clients are required to pay all invoices within the agreed-upon payment terms as outlined in the Terms & Termination section of The BDRs TOS. If a payment is not received by the due date, the following conditions will apply: Late Payment Grace Period: If any invoice remains unpaid for more than 14 days past the due date, The BDRs will temporarily halt all outreach activities associated with the client’s account. Outreach services will only resume once all outstanding balances have been paid in full. Account Closing: After the 14-day late payment period, The BDRs will begin cycling out the account, meaning that the client's account will gradually be closed and all efforts related to their campaigns will cease. Full Payment Due: All remaining fees and balances become due and payable in full within 14 days from the start of the late payment status (i.e., by the 28th day after the original invoice due date). Failure to pay within this timeframe may result in additional fees, and The BDRs reserve the right to pursue legal or collection actions as necessary to recover outstanding balances.

Service Provider’s Right to Terminate The Service Provider retains the right, at its sole discretion and for any reason whatsoever, to terminate this Agreement by providing written notice to the Client. Upon such termination, the Service Provider shall have no further obligation to perform any services under this Agreement, and shall not be liable for any costs, expenses, damages, or losses incurred by the Client as a result of such termination. 

Performance and Metrics The Service Provider will conduct BDR activities in a professional manner aimed at scheduling qualified meetings and/or appointments. Specific target metrics will be relevant to The BDRs service package purchased by the Client. While The BDRs uses dial metrics as a guideline for the scope of work and campaign performance, these should not be construed as a guaranteed number of dials or outcomes. Specific target metrics will be mutually agreed upon but can vary and are not guaranteed. The Service Provider will use commercially reasonable efforts to conduct outreach and book appointments; however, The BDRs do not guarantee a specific number of sales conversions, responses, or qualified leads beyond the guidelines established in this agreement.

Lead Lists Lead lists must be provided by the Client in the requested format unless otherwise specified. The Service Provider assumes no liability for the use of these leads, regardless of their origin (whether provided by the Client or sourced by the Service Provider, The BDRs). The lead list must comply with all applicable federal, state, and local laws, including but not limited to data protection, privacy, and communication laws such as the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and the General Data Protection Regulation (GDPR) (if applicable).

No Liability for Lead Quality or Legal Compliance

The Service Provider assumes no liability for the use of these leads, regardless of their origin, whether they are provided by the Client or sourced by the Service Provider for the Client. The Client bears full responsibility for ensuring that any lead list used in outreach campaigns has obtained necessary consents and permissions for communication, including calls, emails, SMS, and other forms of outreach.

Compliance with Applicable Laws

The Client warrants and represents that all lead data provided to the Service Provider complies with applicable local, state, federal, and international laws, regulations, and guidelines governing data privacy and communication. The Client further agrees to indemnify, defend, and hold harmless the Service Provider from any claims, damages, penalties, or legal actions arising out of the use of the lead data provided by the Client, including but not limited to violations of the TCPA, CAN-SPAM Act, GDPR, or other applicable laws and regulations.

Opt-out Requests and Lead Management

The Client agrees to provide a means for prospects to opt out of further communication, in compliance with applicable laws. The Service Provider will make a reasonable effort to follow opt-out requests during the course of its outreach, but the Client is ultimately responsible for maintaining an accurate opt-out list and ensuring that outreach does not violate any opt-out preferences. The Service Provider shall not be liable for any claims, damages, or penalties arising from the Client's failure to maintain such records.

Third-party Lead Sources

If the Service Provider assists the Client in sourcing leads from third parties, the Service Provider makes no warranties or guarantees as to the quality, legality, or compliance of those leads. The Client assumes all responsibility for any leads acquired or purchased through third-party sources and agrees to indemnify the Service Provider from any claims, actions, or legal proceedings arising from the use of such leads in outreach campaigns.

Accuracy and Timeliness of LeadsThe Service Provider is not responsible for the accuracy, timeliness, or validity of the leads provided by the Client or those sourced by the Service Provider. Outreach to outdated, incorrect, or non-compliant lead data is solely the responsibility of the Client, and the Service Provider assumes no liability for unsuccessful outreach or any claims resulting from inaccurate lead data and/or Outreach Recording.

The Client is responsible for ensuring that any consent required for recording calls, including those made by the Service Provider on the Client's behalf, has been obtained in accordance with state and federal laws. The Service Provider shall not be held liable for any claims related to unauthorized call recordings, failure to obtain necessary consents, or violations of recording laws.

Uncommon Liabilities & Additional Protectionsa. Misrepresentation and Fraud: The Service Provider shall not be held liable for any claims of misrepresentation, fraud, or deceptive practices arising out of communications with leads or prospects, provided that the Service Provider adheres to scripts and guidelines provided or approved by the Client. The Client is solely responsible for the truthfulness and accuracy of the content in these communications.b. Defamation and Invasion of Privacy: The Client shall indemnify and hold harmless the Service Provider from any claims of defamation, invasion of privacy, or related torts arising from the outreach activities conducted on the Client's behalf, provided such outreach is performed in good faith and in compliance with the Client's instructions.c. Call Blocking and Service Interruption: The Service Provider shall not be responsible for any disruptions, call blocking, or issues with telecommunications services that may occur during outreach, nor shall the Service Provider be held liable for the results of such interruptions on the Client’s campaigns. The Client assumes full responsibility for managing these risks and coordinating with the relevant service providers.

Indemnification for Regulatory Violations The Client agrees to indemnify, defend, and hold harmless the Service Provider from any penalties, claims, lawsuits, or regulatory actions arising from violations of the TCPA, CAN-SPAM Act, GDPR, or any similar regulations related to communication with leads and prospects. This includes, but is not limited to, unsolicited communications, violations of Do Not Call lists, unauthorized telemarketing, or failure to provide required disclosures or opt-out mechanisms.

Lead Ownership and Intellectual Property All lead data provided by the Client shall remain the property of the Client. However, the Service Provider retains ownership of any proprietary outreach materials, scripts, strategies, or reports developed as part of the outreach campaigns.

Campaign Limits and Disclaimer The Service Provider does not guarantee a minimum number of calls, emails, or other outreach attempts beyond those explicitly stated in the campaign agreement. Dial metrics and other performance measures are guidelines and not guarantees. The Client understands that outreach performance can vary based on industry, lead quality, timing, market conditions, and other external factors.

Campaign Attribution and Analytics The Service Provider shall provide reasonable reporting on outreach activities, including the number of calls, emails, and other interactions performed. The Service Provider is not liable for any errors, omissions, or discrepancies in data attribution or analytics related to campaign performance. The Client acknowledges that campaign success is dependent on multiple factors beyond the control of the Service Provider.

Limit on Use of Sensitive Data If the Client's lead lists contain sensitive personal information (e.g., financial, medical, or other personally identifiable information), the Client must notify the Service Provider in writing before any outreach begins. The Service Provider will not be held liable for the improper handling of such sensitive data unless proper protocols have been mutually agreed upon in writing.

Force Majeure Clause Extension The Service Provider shall not be held responsible for any delays or failures in outreach due to unforeseen circumstances beyond its control, including but not limited to changes in telecommunications regulations, technological disruptions, or government actions that affect the ability to perform outreach activities.

Third-Party Tools and Services The Service Provider may use third-party software, tools, or services in the delivery of its services. The Service Provider shall not be liable for any downtime, failures, or performance issues related to these third-party tools.

End of Responsibility The Service Provider's responsibility ends once the Client has attended the scheduled meeting with the prospect. All follow-ups, nurturing, and relationship-building after the meeting are the sole responsibility of the Client.

Chargeback Protection Any attempts by the Client to dispute or chargeback payments after services have been rendered and accepted may result in additional legal action, and the Client agrees to cover all associated legal fees and costs.

Severability If any provision of this agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not be affected.

Modifications & Amendments The terms and conditions of this Agreement may be modified or amended at any time by the Service Provider, with or without prior notice to the Client. Continued use of the services constitutes the Client’s acceptance of the amended terms.

Hold Harmless The Client shall indemnify, defend and hold harmless the Service Provider and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by Indemnified Parties (collectively, "Losses"), arising out of or related to any third-party claim alleging: (a) breach or non-fulfillment of any representation, warranty or covenant under this Agreement by Client or Client's agents; (b) any negligent or more culpable act or omission of Client or Client's agents (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by the acts or omissions of Client or its agents; or (d) any failure by Client to comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under this Agreement.

Confidentiality Each party shall maintain the other's confidential information in strict confidence and shall not disclose such information to any third party or use it for any purpose other than performing its obligations under this agreement.

Non-Solicitation During the term of this agreement and for 1 year after termination, the Client shall not directly or indirectly solicit, hire or engage any employee or contractor of the Service Provider who has provided services related to this agreement.

Intellectual Property Ownership With the exception of leads and campaign materials provided by The BDRs, all materials, data, content, and intellectual property created or provided by the Service Provider shall remain the sole property of the Service Provider.

Force Majeure Neither party shall be liable for delays or failures due to causes beyond their reasonable control, including but not limited to acts of God, fires, floods, changes in technology, etc.

Governing Law & Dispute Resolution This agreement shall be governed by the laws of Florida. Any disputes shall be resolved through binding arbitration.

Limitation of Liability IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE TOTAL CUMULATIVE LIABILITY OF THE SERVICE PROVIDER FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER DURING THE 12 WEEKS PRECEDING THE DATE THE CLAIM AROSE.All Service Agreements are exercised under and subject to The BDRs Terms & Conditions as outlined herein. Any modifications must be in writing and signed by both parties. This Agreement shall be governed by the laws of Florida. Use of The BDRs services constitutes acknowledgment and agreement of the terms and conditions outlined on The BDRs website under Terms of Service.