These Terms and Conditions govern your access to and use of the Services and Software provided by ReachSoft OÜ, trading as Outreachly, a company registered in Estonia at Järvevana tee 9, Tallinn, 11314 (Registration No: 17027954) (referred to as “Outreachly,” “we,” “us,” or “our”). By purchasing, installing, accessing, or using our Services or Software, you (“Customer” or “you”) agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, you must not install, access, or use the Services or Software.
We reserve the right to update and amend these Terms and Conditions from time to time. Any modifications to these terms will apply to the continued use of the Services and Software. Your continued use after such changes indicates your acceptance of the updated terms. The latest version of these Terms and Conditions will always be available at https://outreachly.ai/supply-service-terms/.
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Authorised Users: shall mean those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
Agreement: shall mean the Agreement between Outreachly and the Customer for the supply of Services in accordance with these Conditions.
Business Day: shall mean a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
BuyerTrack: A tool offered as part of Outreachly’s Services that provides insights into buyer intent and LinkedIn connection activity, accessible under the terms of this Agreement.
Charges: shall mean the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Content: Any data or materials the Customer provides to Outreachly in connection with the Services.
Commencement Date: has the meaning given in clause 2.1.
Customer: shall mean the person or firm who purchases Services from Outreachly.
Customer Default: has the meaning set out in clause 4.2.
Intellectual Property Rights: All rights in patents, copyrights, trademarks, trade names, design rights, database rights, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, including applications, renewals, or extensions of such rights, anywhere in the world.
Order: shall mean the Customer’s order for the software or Services which is executed online at www.outreachly.ai or otherwise by an online link provided to the Customer by Outreachly.
Services: The professional services provided by Outreachly to support the Customer’s use of the Software. These may include onboarding, account setup, data enrichment, training, technical support.
Software: The software applications developed, owned, facilitated by or licensed by Outreachly, including but not limited to Outreachly, BuyerTrack™, Managed Domain & Email Services, and any other software tools provided under this Agreement. This includes all updates, enhancements, and related documentation made available to the Customer during the term of the Agreement.
Outreachly: ReachSoft OÜ, trading as Outreachly, a company registered at Järvevana tee 9, Tallinn, 11314, Estonia (Registration No: 17027954). Outreachly is the entity providing the Software and Services under this Agreement.
1.2 Interpretation:
(a) Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision:
(i) refers to it as in force at the date of this Agreement; and
(ii) includes all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example, or any similar expression, shall be construed as illustrative and not limit the preceding words, description, definition, phrase, or term.
(c) A reference to writing or written includes fax and email.
2. Scope of Agreement
2.1 Customers and their Affiliates may order Software and Services through the Outreachly website or a link provided by us. An Order is considered accepted when Outreachly issues a receipt of payment, at which point this Agreement takes effect (the “Commencement Date”).
2.2 Software and Services are provided on an ongoing basis unless terminated under these Terms. Where applicable, subscriptions will automatically renew for the same duration as the initial term unless either party provides at least 30 days’ written notice of non-renewal before the end of the current term.
2.3 Outreachly delivers Software and Services as described in the applicable Order. All features, descriptions, or promotional materials provided are for illustrative purposes only and do not form part of this Agreement unless explicitly stated.
2.4 These Terms of Service apply exclusively and supersede any terms proposed by the Customer. Any additional or conflicting terms proposed by the Customer are expressly rejected unless agreed in writing by Outreachly.m.
2.5 Any quotation provided by Outreachly is for information purposes only and does not constitute a binding offer. Quotations are valid only for the period specified.
2.6 Outreachly reserves the right to modify, suspend, or discontinue any aspect of the Software or Services with reasonable notice, where possible, and without liability for unavailability.
3. Supply of Software & Services
3.1 Outreachly will provide access to its Software and Services as described in the applicable Order. The Customer must create an account, provide accurate and complete information, and maintain valid payment details to access and use the Software and Services.
3.2 Outreachly grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Software and Services during the term of the Agreement solely for the Customer’s internal business purposes. This licence is subject to payment in full of all applicable fees and compliance with the terms of this Agreement. All rights not expressly granted are reserved by Outreachly.
3.3 The Customer grants Outreachly a non-exclusive, royalty-free licence to use, copy, and process any data or content the Customer provides solely for the purpose of delivering the Services. Outreachly does not claim ownership of this data.
3.4 The Software and Services are provided on an “as is” basis. Outreachly does not guarantee uninterrupted or error-free operation. The Customer is responsible for ensuring their systems and accounts meet the technical requirements for using the Software and Services. Outreachly disclaims responsibility for disruptions caused by third-party platforms, social media providers, or email services, and it is the Customer’s responsibility to comply with such third-party terms.
3.5 The Customer acknowledges that using Software and Services such as BuyerTrack™ or Managed Domain & Email Services may depend on integrations with third-party tools and platforms. Outreachly will not be liable for the availability, functionality, or performance of such third-party integrations.
3.7 Outreachly may, at its discretion, offer a free trial period for evaluation purposes. Access to the Software during the trial is provided on an “as is” basis without warranties of any kind. Upon the conclusion of the trial, access to the Software will cease unless a paid subscription is initiated. Outreachly reserves the right to withdraw or decline trial access at its sole discretion.
3.8 Outreachly may update, modify, or discontinue features or functionality of the Software and Services to ensure compliance with legal and technical standards or to improve performance. Outreachly will provide reasonable notice of any material changes wherever possible.
4. Customer’s Obligations
4.1 The Customer must:
(a) Ensure that all information provided, including details in any Order, is accurate, complete, and up-to-date.
(b) Cooperate with Outreachly and provide all necessary information or access required to deliver the Software and Services.
(c) Obtain and maintain any licences, permissions, or consents necessary for using the Software or Services and allow Outreachly to use such permissions as needed to provide the Services.
(d) Comply with all applicable laws, regulations, and third-party platform terms when using the Software and Services.
(e) Ensure that Authorised Users follow these terms and take responsibility for any misuse of the Software or Services by Authorised Users.
(f) Promptly notify Outreachly of any issues or concerns regarding the Software or Services to allow Outreachly to address them efficiently.
(g) Maintain the security of account credentials and ensure only authorised individuals access the Software and Services.
4.2 The Customer must not:
(a) Use the Software or Services for any unlawful, unauthorised, or inappropriate purposes.
(b) Share, sublicense, or allow unauthorised third parties to access or use the Software or Services.
(c) Provide content or data that violates applicable laws, infringes third-party rights, or breaches third-party platform terms.
4.3 If the Customer delays or prevents Outreachly from fulfilling its obligations due to incomplete information, lack of cooperation, or other actions (Customer Default):
(a) Outreachly may suspend its performance until the Customer resolves the issue.
(b) Outreachly will not be liable for delays or failures caused by the Customer Default.
(c) The Customer will reimburse Outreachly for any costs or delays caused by their failure to cooperate.
4.4 The Customer is responsible for compliance with all third-party terms, including LinkedIn’s terms of service and policies. The Customer indemnifies Outreachly against any claims, damages, or losses resulting from their breach of such terms or misuse of the Software or Services, including LinkedIn Sales Navigator and BuyerTrack™.
5. Charges and payment
5.1 Fees for the Software and Services are detailed in the applicable Order and must be paid in full before the Services commence or upon execution of the Order, unless otherwise specified.
5.2 All payments are non-refundable unless expressly stated in this Agreement.
5.3 Outreachly reserves the right to adjust its pricing. Any changes to fees will only take effect after the end of the current subscription term or minimum term stated in the Order.
5.4 If payment is not received by the due date, Outreachly may suspend access to the Software and Services until full payment, including any applicable interest, is received. Interest will accrue daily on overdue amounts at 4% per annum above the Bank of England base rate, or at a flat rate of 4% per annum if the base rate is below 0%.
5.5 All payments must be made without set-off, counterclaim, deduction, or withholding, except as required by law. Any bank charges, transfer fees, or other costs related to payment are the Customer’s responsibility.
5.6 If the Customer disputes an invoice, they must notify Outreachly in writing within 7 days of the invoice date, providing full details of the dispute. All undisputed amounts remain payable by the due date.
5.7 Outreachly may perform credit checks and, at its discretion, require a deposit or other security for payment before providing access to the Software or Services.
5.8 By subscribing to the Software or Services, the Customer authorises Outreachly to charge the payment method on file for any recurring fees associated with the subscription. Subscriptions will automatically renew for successive terms of the same duration unless cancelled in accordance with this Agreement.
5.9 The Customer is responsible for keeping billing information accurate and up-to-date, including changes to payment details, billing address, or credit card expiry. Failure to update payment information may result in suspension of the Services or automatic charges to the existing payment method on file.
5.10 Outreachly is not liable for any disruption to the Services caused by payment delays or failures resulting from incorrect or outdated billing information.
5.11 If the Customer’s payment obligations are not met, Outreachly may terminate the Agreement and take further action to recover outstanding amounts, including legal costs and enforcement fees.
6. Intellectual Property Rights
6.1 All intellectual property rights in the Software, Services, and any materials created or provided by Outreachly remain the sole property of Outreachly or its licensors. The Customer is granted only the limited rights expressly set out in this Agreement.
6.2 Outreachly grants the Customer a limited, non-exclusive, non-transferable, and revocable licence to use the Software and Services during the term of this Agreement solely for the Customer’s internal business purposes. This licence does not include any rights to distribute, modify, or create derivative works based on the Software or Services.
6.3 The Customer may not sublicense, assign, or transfer the rights granted under this Agreement without prior written consent from Outreachly.
6.4 Any content or materials provided by the Customer to Outreachly for use in delivering the Services must not infringe on third-party intellectual property rights. The Customer indemnifies Outreachly against any claims, damages, or losses resulting from a breach of this obligation.
6.5 Outreachly may use, copy, modify, and process materials provided by the Customer solely for the purpose of delivering the Services under this Agreement. Outreachly does not claim ownership of Customer-provided materials.
6.6 Upon termination or expiry of this Agreement, the Customer must immediately stop using Outreachly’s intellectual property, including the Software, and delete or destroy any copies in their possession unless otherwise agreed in writing.
6.7 Outreachly reserves the right to update or modify the Software during the term of the Agreement. The Customer acknowledges that such updates may affect the functionality or features of the Software.
7. Data Protection
7.1 Outreachly has implemented and shall maintain, throughout the term of this Agreement, security management policies and procedures. These are designed to ensure the security, confidentiality, and integrity of the Services and to protect Customer information from unauthorised access, destruction, or disclosure. These policies and procedures will be updated as necessary.
7.2 The terms of the data processing agreement (DPA) available at [https://outreachly.ai/privacy-policy] are hereby incorporated by reference. They apply to the extent the Customer processes any Personal Data (as defined in the DPA) on behalf of the Customer in the course of providing the Software and/or the Services under this Agreement.
7.3 The Customer agrees to comply with all applicable data protection laws and regulations, including obtaining any necessary consents for Outreachly to process personal data as required under this Agreement.
7.4 The Customer must promptly notify Outreachly of any data breach, unauthorised access, or security incident involving personal data provided under this Agreement.
8. LinkedIn and LinkedIn Sales Navigator
8.1 Outreachly’s Software and Services, including but not limited to BuyerTrack™ and LinkedIn Sales Navigator-related functionality, are designed to enhance the Customer’s use of LinkedIn. However, Outreachly is not affiliated with, endorsed by, or a partner of LinkedIn.
8.2 LinkedIn Sales Navigator licences, if procured through Outreachly, are provided by third-party vendors. Outreachly does not warrant their availability, functionality, or compatibility and is not responsible for issues arising from their use, suspension, or termination.
8.3 Outreachly will not be liable for any consequences resulting from the Customer’s breach of LinkedIn’s terms of service, including but not limited to account suspension or termination. The Customer uses LinkedIn-related features and integrations at their own risk.
8.4 The Customer acknowledges and agrees that their use of LinkedIn features through Outreachly’s Software and Services may be subject to limitations imposed by LinkedIn, including changes to LinkedIn’s API, features, or terms of service. Outreachly will endeavour to adapt its Software to remain compliant with LinkedIn’s requirements but does not guarantee uninterrupted compatibility.
8.5 Outreachly disclaims liability for the use or misuse of LinkedIn Sales Navigator licences, including failure by the Customer to comply with third-party terms. The Customer indemnifies Outreachly against any claims, damages, or losses resulting from such non-compliance.
8.6 If the Customer uses their own LinkedIn Sales Navigator licence with Outreachly’s Software or Services, the Customer assumes full responsibility for ensuring proper configuration and compliance with LinkedIn’s terms. Outreachly does not provide warranties or support for third-party accounts directly managed by the Customer.
8.7 Outreachly reserves the right to suspend or terminate features or Services related to LinkedIn and LinkedIn Sales Navigator if required for legal, technical, or business reasons. Reasonable notice will be provided where possible.
9. BuyerTrack
9.1 BuyerTrack is offered as a tool to provide insights into buyer intent and LinkedIn connection activity. Outreachly facilitates access to this tool as part of its Services.
9.2 BuyerTrack is offered solely for internal business purposes. Outreachly provides access to BuyerTrack but does not guarantee compliance with third-party terms or the accuracy of data.
9.3 Outreachly guarantees that companies tracked using BuyerTrack will not be notified of tracking activity, and no Customer using BuyerTrack will be tracked or monitored themselves. The Customer agrees not to attempt to override these safeguards.
9.4 Outreachly reserves the right to modify, suspend, or withdraw BuyerTrack at any time for business, technical, or legal reasons. Reasonable notice will be provided where possible, but no liability is accepted for any impact resulting from such actions.
9.5 The Customer is responsible for ensuring BuyerTrack is used by authorised personnel only. Outreachly disclaims liability for any misuse or unauthorised use by the Customer or their personnel.
9.6 Data generated or made available through BuyerTrack is provided on an “as is” basis. Outreachly disclaims any warranties or liability for inaccuracies, completeness, or reliability of the data, which may be affected by changes to LinkedIn’s policies, third-party restrictions, or limitations in publicly available information.
9.7 If BuyerTrack data export functionality is available, the Customer is responsible for ensuring secure handling and proper use of the exported data. Outreachly is not liable for any misuse or unauthorised access to exported data once it is in the Customer’s control.
9.8 Outreachly may provide updates or enhancements to BuyerTrack™ to improve performance or ensure compliance with third-party requirements. The Customer acknowledges that such updates may affect the functionality or availability of the tool.
10. Limitation of Liability
10.1 Neither party is liable to the other for any indirect, consequential, or special damages, including loss of profits, revenue, goodwill, or anticipated savings, regardless of whether such damages were foreseeable or the possibility of such damages was disclosed.
10.2 Outreachly’s total liability to the Customer for any claims arising out of or related to this Agreement will not exceed the total fees paid by the Customer for the Services or Software in the 12 months preceding the event giving rise to the claim.
10.3 The limitations in this section do not apply to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.
10.4 The Customer indemnifies Outreachly, its affiliates, and their respective employees, officers, and directors against any claims, losses, or damages arising from third-party claims related to content provided by the Customer, including claims of inaccuracy, defamation, or intellectual property infringement. Outreachly must promptly notify the Customer of any such claims, provide necessary information, and allow the Customer to control the defence and settlement of the claims.
10.5 Outreachly is not liable for any issues or damages resulting from the Customer’s use of the Software or Services in violation of LinkedIn’s or any third-party provider’s terms of service, or from any changes or restrictions imposed by such providers.
10.6 The Customer uses the Software and Services at their own risk and is responsible for compliance with applicable laws, third-party terms, and this Agreement.
10.7 This clause 10 shall survive termination of the Agreement.
11. Termination or Cancellation
11.1 Either party may terminate this Agreement by providing 30 days’ written notice. If the Customer terminates before the end of any minimum term specified in the Order, it will be considered a cancellation, and additional fees may apply as outlined in this Agreement.
11.2 Either party may terminate the Agreement immediately by written notice if:
(a) the other party commits a material breach of this Agreement and fails to remedy it within 14 days of written notification;
(b) the other party enters administration, liquidation, or a similar insolvency process, or makes any arrangement with creditors;
(c) the other party ceases or threatens to cease operations of a substantial part of its business; or
(d) the other party’s financial position deteriorates significantly, jeopardising its ability to fulfil its obligations.
11.3 Outreachly may terminate the Agreement immediately by written notice if the Customer:
(a) fails to pay any amounts due by the specified deadline; or
(b) undergoes a change of control without prior notification and agreement.
11.4 Outreachly reserves the right to suspend Services if:
(a) the Customer fails to make timely payment;
(b) the Customer is subject to any insolvency or financial risk event described in clause 11.2(b) to 11.2(d); or
(c) Outreachly reasonably believes that continuing the Services would breach legal or regulatory requirements.
11.5 Any cancellation of the Services by the Customer must be submitted in writing. Cancellation takes effect upon receipt of the request by Outreachly.
11.6 No fees paid in advance are refundable in the event of cancellation, except at Outreachly’s discretion. The Customer remains responsible for all outstanding amounts, including reasonable costs for work completed up to the cancellation date. Such costs will be billed at the rate of $150 per hour for work performed by Outreachly’s personnel.
11.7 Upon termination or cancellation, all rights granted to the Customer under this Agreement cease, and the Customer must immediately stop using Outreachly’s Software and Services, return or delete any proprietary materials, and settle any outstanding invoices.
12. Consequences of Termination or Cancellation
12.1 Upon termination or expiry of the Agreement:
(a) All outstanding fees and charges become immediately payable. Outreachly will issue an invoice for any work completed but not yet billed, which the Customer must pay upon receipt.
(b) The Customer must return or delete all Outreachly materials and stop using any Software or Services provided under the Agreement.
12.2 Termination does not affect any rights or obligations accrued before the termination date, including the right to claim damages for pre-existing breaches
12.3 Provisions that are intended to survive termination, including confidentiality, intellectual property rights, and limitations of liability, will remain in effect.
13. Representation and Warranties
13.1 Each party represents and warrants that:
(a) it has the legal authority to enter into this Agreement and perform its obligations;
(b) entering into and performing this Agreement does not violate any applicable laws or existing obligations; and
(c) it has the rights, power, and authority to conduct its business as required under this Agreement.
13.2 Outreachly does not extend any warranties to third parties regarding the Software or Services and disclaims liability for any use by unauthorised third parties.
13.3 The Customer acknowledges that AI and automation services are inherently complex and may not always operate error-free or uninterrupted. Outreachly does not warrant that the Software or Services will produce fully accurate or reliable results in all circumstances.
14. General
14.1 Neither party is liable for delays or failures to perform caused by events beyond their reasonable control, including natural disasters, government actions, or technical failures.
14.2 Outreachly may assign or transfer its rights and obligations under this Agreement. The Customer may not assign, transfer, or delegate their rights without prior written consent from Outreachly.
14.3 Both parties must keep the other’s confidential information secure and use it only to fulfil their obligations under this Agreement. Confidential information may only be shared with employees, contractors, or advisors who need it to perform their duties, provided they comply with these confidentiality terms. Disclosure is permitted if required by law or a competent authority. These obligations remain in effect for two years after the Agreement ends.
14.4 The Customer agrees not to publish or share any reviews, comments, or statements about Outreachly, its Software, or Services that relate to disputes or legal claims arising from this Agreement without prior written consent. Before posting any review or public statement about the Services, the Customer must notify Outreachly in writing of any concerns or disputes and allow Outreachly a reasonable opportunity to address them.
14.5 Both parties agree not to make any disparaging or harmful statements about the other party, their business, products, or services, either publicly or privately, including on social media, during the term of the Agreement and for two years after its termination.
Suppose any reviews, comments, or statements are found to be malicious, false, unjustified, or intended to harm Outreachly’s reputation or business. In that case, the Customer will be liable for all damages, losses, costs, and expenses incurred by Outreachly, including legal fees, arising from the publication of such material. Outreachly reserves the right to pursue legal action to seek remedies, including compensation for reputational harm and injunctive relief to prevent further publication.
14.6 This Agreement constitutes the entire agreement between the parties, superseding all prior agreements or understandings. Each party agrees that they have not relied on any statements or representations not expressly included in this Agreement. This clause does not limit liability for fraud.
14.7 Any changes to this Agreement must be in writing and signed by both parties to be effective.
14.8 If any part of this Agreement is found to be invalid or unenforceable, it will be deemed removed, and the rest of the Agreement will remain in effect. The parties agree to negotiate a replacement provision that achieves the original intent as closely as possible.
14.9 Notices must be delivered by hand, post, or email to the addresses specified in the Order. Notices are considered received:
(a) immediately if delivered by hand;
(b) on the second business day after posting if sent by pre-paid post;
(c) at the time of transmission if sent by email, or when business hours resume if sent outside normal working hours.
14.10 This Agreement does not give any third party the right to enforce any term, and changes to the Agreement do not require third-party consent. The Agreement does not give any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
14.11 The Agreement is governed by the law of England and Wales. Disputes will be resolved exclusively in the courts of England and Wales.
14.12 The Agreement may be signed in counterparts, and together, all signed copies will form a single agreement.