Terms & Conditions

Second Voice Pro Ltd, incorporated and registered in England and Wales with company number 14386894 whose registered office is at First Floor Offices, 130 Queens Road, Brighton, East Sussex, England, BN1 3WB (Supplier, we, us) provides an outbound sales function (Services) to its clients (Customer).

​

These terms of use (Terms) govern the use of the Services by Customers. By signing a contract with us you are deemed to agree to these Terms and to our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us.

 

We reserve the right to change or update these Terms from time to time. You are responsible for informing yourself of any updates to these Terms. Any significant changes in the Terms will be notified by an announcement to our customers.

 

BACKGROUND

1. The Supplier is in the business of providing sales strategic planning advice and provision of outbound sales efforts via phone, email and LinkedIn.

2. The Customer agrees to obtain and the Supplier agrees to provide the Services on the terms set out in this agreement.

 

AGREED TERMS

 

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

​

1.1 Definitions 

 

Applicable Data Protection Laws: means:

• To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

• To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

 

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

​

Deliverables: all data and other materials provided by the Supplier to the Customer in respect of the provision of the Services.

​

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Fees: The charges payable by the Client as set out in Schedule 1 (the Qwilr Proposal Document), which forms an integral part of this Agreement.

​

Intellectual Property Rights: copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), patents, rights to inventions and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Leads: the third parties that we identify in the course of providing the Services who we believe may be interested in purchasing services from you.

​

Sales Development Representatives (“SDR”): those individuals employed by Supplier that we assign to your account.

​

Services: the services as set out in the schedules in your individual client proposal.

​

Schedule: A referenced document that forms part of this Agreement. The Qwilr Proposal Document shall be designated as Schedule 1 and shall have priority over any conflicting terms unless otherwise stated.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

​

VAT: value added tax.

​

Commencement Date: The date on which the Client signs the Qwilr Proposal Document (Schedule 1) and payment of any applicable upfront Fees is received.

​

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

 

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.  

 

1.4 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.  

 

1.5 A reference to writing or written includes email.  

 

1.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.  

 

1.7 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document, in each case as varied from time to time.  

1.8 Any words following the terms including, include, in particular, for example, such as or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

​

2. Commencement and duration

​

2.1 The minimum engagement period shall be four (4) months (the Initial Period) from the Commencement Date. The Initial Period shall automatically expire unless manually renewed by mutual agreement in writing.

​

2.2 If the Initial Period is renewed, this Agreement shall automatically continue for successive periods (Extended Terms) as specified in Schedule 1, unless the Client provides three (3) months' written notice prior to the expiration of the Extended Term.

​

2.3 If the Client opts to fix their fee for twelve (12) months, the amount specified in Schedule 1 shall apply throughout the fixed period.

​

3. Supplier's responsibilities

​​

3.1 The Supplier shall use reasonable efforts (rather than "best endeavours") to deliver the Services outlined in Schedule 1. The Supplier shall not be liable for any failure to meet expectations where external factors beyond its control impact performance.

​

3.2 The Supplier shall provide full transparency regarding KPIs, reporting, and performance insights as outlined in Schedule 1.

​

3.3 (a) Upon termination of this Agreement, the Client shall receive access to non-proprietary data generated from their campaigns. This excludes any Supplier proprietary methodologies, software, or trade secrets. (b) If the Client chooses to bring outreach in-house, the Supplier will provide a structured handover, including relevant campaign data and key learnings. The handover will not include Supplier’s proprietary tools, systems, or processes, unless otherwise agreed in writing.

​

4. Customer's obligations

​​​

4.1 The Customer shall: (a) co-operate with the Supplier in all matters relating to the Services, including attending any meetings reasonably agreed; (b) provide to the Supplier in a timely manner all documents, information, items and materials in any form required by the Supplier in connection with the Services and ensure that they are accurate and complete in all material respects; (c) inform the Supplier in writing, in advance, of all health and safety and security requirements. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can must give the Supplier reasonable advance notice in writing and identify any changes that may impact the Supplier’s ability to perform the Services.  

 

4.2 The Customer shall permit access by the Supplier to such of its systems, data and other facilities as reasonably required. The Supplier shall procure that it shall keep all log in details confidential, and only use the systems, data and other facilities for the purposes of providing the Services.  

 

4.3 If the Supplier's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants, or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client. The Client hereby agrees that the Supplier shall not be in breach of this Agreement if its failure to perform the Services (or part thereof) is due to the Client’s non-compliance with these obligations.

​

4.4 If the Customer wishes to extend or amend the scope of the Services it shall notify the Supplier in writing (providing as much detail as the Supplier reasonably requires of the proposed changes) and the Supplier may agree to such extension or amendment subject to the payment of additional fees. The Supplier is not obliged to accept any such changes.

​

4.5 ​The Fees for the Services are set out in Schedule 1. Invoices shall be issued monthly in advance and are due upon receipt, unless otherwise agreed in writing. All payment terms shall be governed by this Agreement. 

 

4.6 Fees are exclusive of VAT unless otherwise stated and shall be paid in full without deduction or set-off.

​

4.7 If the Client opts for a fixed fee for twelve (12) months, the agreed fixed amount shall be set out in Schedule 1. All specific pricing and renewal conditions shall be governed by Schedule 1. Payment and cancellation terms shall be governed by this Agreement as set out in Clause 10 (Termination).

​

5. Fees and payment

 

5.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Fees on the Commencement Date as set out in the Schedules.  

 

5.2 All Fees are payable in accordance with the payment terms in the Schedules.  

 

5.3 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any undisputed sum due under this agreement on the due date: (a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.4(a) will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; (b) the Supplier may suspend all or part of the Services until payment has been made in full.  

 

5.4 All sums payable to the Supplier under this agreement: (a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and (b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).​

 

6. Intellectual property rights

​

6.1 The Customer hereby acknowledges and agrees that the Supplier owns all Intellectual Property Rights in the Second Voice frameworks and toolkits (including all materials encompassing such frameworks and toolkits, such as the Cadence) and that the Customer’s use of such frameworks and toolkits is solely for the purposes of receiving the Services.  

 

6.2 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.1 to anyone else.

 

6.3 The Customer hereby grants the Supplier a fully paid up, royalty free, non-exclusive, non-transferable worldwide licence to use the Customer’s marketing materials and strategy and any branded assets for the purpose of providing Services.

 

6.4 Subject to Clause 6.1, the Supplier hereby unconditionally assigns to the Customer, with full title guarantee and without restriction, the legal and beneficial ownership of all IP Rights subsisting in the Deliverables.

​

7. Data protection 

​​​

7.1 For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

 

7.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

 

7.3 The parties have determined that for the purposes of Applicable Data Protection Laws the Supplier shall process the personal data as set out in the Schedules as processor on behalf of the Customer.

 

7.4 Should the determination in clause 7.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 7 and the Schedules.

 

7.5 Without prejudice to clause 7.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data to the Supplier and lawful collection of the same by the Supplier for the duration and purposes of this agreement.

 

7.6 In relation to personal data, the Schedules set out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.

 

7.7 Without prejudice to clause 7.2, the Supplier shall:

​

(a) process that personal data only on the documented instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;

 

(b) implement the technical and organisational measures set out in the Schedules (Processing, personal data and data subjects) to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data (having regard to the state of technological development and the cost of implementing any measures);

 

(c) ensure that any personnel engaged and authorised by the Supplier to process personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

 

(d) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

 

(e) notify the Customer without undue delay on becoming aware of a personal data breach involving the personal data; 

 

(f) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that personal data. For the purposes of this clause 7.7(f), personal data shall be considered deleted where it is put beyond further use by the Supplier; and

 

(g) maintain records to demonstrate its compliance with this clause 7.

 

7.8 If the Customer provides its prior, authorisation for the Supplier to:

​

(a) appoint processors to process the personal data, the Supplier: (i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 7; (ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and (iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

 

(b) transfer personal data outside of the UK as required for the Purpose, the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).  

 

7.9 Either party may, at any time on not less than 30 days' notice, revise this clause 8 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

​

8. Confidentiality

​

8.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination or expiry of this agreement, disclose to any person any confidential information concerning the sales process, frameworks, toolkits and methods, intellectual property, business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2. The Supplier acknowledges that the Customer’s confidential includes the Deliverables and the Qualifying Leads.  

 

8.2 Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.  

 

8.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.  

 

8.4 Except in respect of the Deliverables, the obligations above shall not apply to any confidential information that is already in the public domain or subsequently comes into the public domain and/or is already known or is subsequently known without by the receiving party breach of any obligation of confidence.

​​

9. Liability

​

9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

 

9.2 Nothing in this clause 9 shall limit the Customer's payment obligations under this agreement or a party’s liabilities in relation to infringement of Intellectual Property Rights or data protection obligations, gross negligence or wilful default. 

 

9.3 Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).  

 

9.4 Subject to clause 9.3, the Supplier's total liability to the Customer shall not exceed £50,000.

 

9.5 Subject to clause 9.3 this clause 9.5 specifies the types of losses that are excluded: (a) indirect or consequential loss.

 

9.6 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3 (Supplier's responsibilities). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

 

9.7 The Supplier warrants that it has in place professional indemnity insurance for £1,000,000 per claim or series of claims.  

 

9.8 The Supplier shall indemnify the Customer, its directors, representatives and agents from and against all costs, claims, losses, expenses, damages and liabilities however arising as a result of or in connection with any claim received by the Company from a third party as a result of the Supplier’s act or omission.​

​

10. Termination

​​

10.1 ​If the Client is on a quarterly rolling agreement, a three (3) month written notice must be provided prior to termination. The notice period must align with full billing cycles. If an invoice has been issued on the 1st of a month and notice is given after that date, the Client remains liable for the next three (3) full billing cycles.

 

10.2 If the Client is on an annual agreement, they must provide a three (3) month written notice prior to the end of the annual term to prevent automatic renewal. 

 

10.3 The Supplier may terminate this Agreement with immediate effect if the Client: (a) fails to pay Fees when due and such failure continues for fourteen (14) days after notice; (b) commits a material breach of the Agreement and fails to remedy such breach within fourteen (14) days of notice; (c) becomes insolvent or ceases to trade.

 

10.4 Upon termination, all outstanding Fees shall be payable immediately, and the Supplier shall have no further obligations to the Client beyond any applicable data handover provisions in Clause 3.3(a).

​

11. Obligations on termination and survival

 

11.1 Upon termination of this Agreement, all outstanding Fees shall be payable in full, and any rights granted to the Client under this Agreement shall cease unless otherwise provided in Clause 10.4. The Client shall retain access to any deliverables or data specified as Client-owned under this Agreement.

 

11.1(a) Any Fees due before termination shall remain payable by the Client. 

 

11.1(b) If applicable, any handover of data shall be governed by Clause 3.3(a), with restrictions on proprietary Supplier materials.

 

11.2 Survival

(a) On termination or expiry of this agreement, the following clauses shall continue in force: clause 1 (Interpretation), clause 5 (Non-solicitation), clause 7 (Intellectual property rights), clause 8 (Confidentiality), clause 9 (Limitation of liability), clause 11 (Consequences of termination), clause 15 (Waiver), clause 16 (Severance), clause 22 (Governing law) and clause 23 (Jurisdiction).

 

(b) Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

​

12. Force majeure

​​

12.1 Neither party shall be in breach of this agreement of otherwise liable for any failure or delay in the performance of its obligation if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligation shall be extended accordingly. If the period of delay or non-performance continues for 15 days or more, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.

​

13. Taxes

​​

13.1 The parties declare that it is their intention that Second Voice Pro employees shall not be entitled to any pension, bonus or other benefits from the Customer.  The Supplier shall be solely responsible for all income tax, national insurance contributions and any other taxes arising out of the payment of Fees.   

 

13.2 If for any reason the Customer becomes liable to pay any tax liabilities described in Clause 13.1, the Supplier shall reimburse the Customer or pay the appropriate authority directly in an amount equal to all amounts assessed to be payable by the Customer.

​

14. Assignment and other dealings

​

14.1 This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. ​

​

15. Variation

​

15.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). ​

​

16. Waiver

​

16.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

 

16.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

​

17. Severance

​

17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

 

17.2 If any provision or part-provision of this agreement is deemed deleted under clause 15.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

​​

18. Entire agreement

​

18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

 

18.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

​

19. No partnership or agency or employment

​

19.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

 

19.2 Nothing in this agreement is intended to create any obligations of employment or relationship of employer/employee between the Supplier and Customer or between the Customer and the Second Voice Pro employees and the Customer hereby indemnifies the Supplier against any claims, actions or demands and any costs, fines, damages, losses and expenses that the Supplier may incur in relation to there being deemed to be an employment relationship between the Supplier and Customer or between the Customer and the Second Voice Pro employees.

 

19.3 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

​

20. Third party rights

 

20.1 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

 

20.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

​​

21. Notices

​

21.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office. 

 

21.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

 

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

​​

22. Counterparts

 

22.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. ​

​

23. Governing law

​

23.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

​

24. Jurisdiction

 

24.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.  

 

This agreement has been entered into on the date that the agreement has been signed.

​
25. Transfer of infrastructure 

Upon receipt of written notice, from the Customer to the Supplier, to terminate the agreement and request transfer of infrastructure, the Supplier will undertake the following activities:

 

25.1 Handover of all documentation created for the purpose of the engagement

 

25.2 Provide access to all online materials for the period of 30-days after the transfer has completed

 

25.3 Provision of a Dedicated Resource to support the successful transfer of tooling and processes to the Customer over 30-days

 

25.4 Transfer of all software licenses, associated with the delivery of the services listed as well as any data that is stored within said software

 

25.5 The Supplier may issue to the Customer a single fee equal to three-months’ service agreement, where 50% will be payable upon commencement of infrastructure transfer, with the 50% balance being due upon successful completion of the handover.