These Terms and Conditions will apply to the purchase of the Services by you (the Customer or you). We are ReachSoft OÜ, registered at Järvevana tee 9, Tallinn, 11314, Estonia (Registration No: 17027954), trading as Outreachly and Outreachly.ai (the Supplier or us or we).
These terms and conditions cover the Software and Services we offer.
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Affiliates: shall mean any entity controlling, under common control with, or controlled by either Party, where “control” means ownership of more than 50% of the equity of such entity.
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 the Supplier 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.
Charges: shall mean the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Content: shall mean any content the Customer makes available to the Supplier
Commencement Date: has the meaning given in clause 2.2.
Conditions: shall mean these terms and conditions as amended from time to time in accordance with clause 11.5.
Control: shall be the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: shall mean the person or firm who purchases Services from the Supplier.
Customer Default: has the meaning set out in clause 4.2.
Deliverables: shall mean the deliverables set out in the Order produced by the Supplier for the Customer.
Intellectual Property Rights: shall mean patents, utility models, rights to inventions, copyright 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), 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.
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 the Supplier.
Services: shall mean the services, including the Deliverables, supplied by the Supplier to the Customer as described online at https://www.outreachly.ai/services and as set out in the Specification.
Specification: shall mean the description or specification of the Services provided online by the Supplier to the Customer.
Software: shall mean the Lead Generation Software available from the Supplier at https://app.outreachly.ai
Supplier: ReachSoft OÜ, registered at Järvevana tee 9, Tallinn, 11314, Estonia with company number 17027954.
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.
2.1 Customer or its Affiliates may order new or additional Services by placing an order on the Supplier’s website or an online link provided by the Supplier. Unless otherwise specified in a given Order, an Order shall be effective upon execution by both Parties.
2.2 The Order shall only be deemed to be accepted when the Supplier issues a receipt of payment for the Order, at which point the Agreement shall come into existence (Commencement Date).
2.3 The Services shall be provided on an ongoing basis until either the Services are completed or a termination or cancellation event occurs, whichever is sooner, subject to the terms of this Agreement.
2.4 The Software shall be provided for a minimum term as defined in the Order and shall automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least 30 days before the end of the current term.
2.5 Any samples, drawings, descriptive matter, or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s website or online presentations, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Agreement or have any contractual force.
2.6 These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.7 Any quotation given by the Supplier shall not constitute an offer and is only valid for the period stated therein.
3.1 The Supplier shall provide the Services to the Customer in accordance with the Specification in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification. Such dates shall be estimates only, and time shall not be of the essence for the performance of the Services.
3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services. The Supplier shall notify the Customer in any such event.
3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 The Licence
3.5.1 Services. Subject to the terms and conditions of this Agreement, upon execution of an applicable Order and subject to payment of any and all applicable amounts due, the Supplier grants to the Customer, for the term of the applicable Order, a worldwide, non-exclusive, non-transferable, non-sublicensable (except to Customer’s users as set forth herein) limited right and licence to access and use the Services described in the applicable Order(s) in accordance with their respective specifications, solely for the Customer’s own use. All rights not expressly granted herein with respect to the Services are reserved to the Supplier. Nothing herein limits the Supplier’s right to licence or otherwise distribute the Services, in whole or in part, to any third party. The Customer grants the Supplier a worldwide, royalty-free, transferable, non-exclusive licence to: (i) use, deliver, exhibit, broadcast, publish, publicly display, make available, publicly perform, distribute, promote, copy, store or reproduce Content on or through the Services; (ii) secure, encode, reproduce, host, cache, route, reformat, analyse and create algorithms and reports based on access to and use of Content in connection with the performance of the Supplier’s obligations hereunder; and (iii) utilise Content to test the Supplier’s internal technologies and processes.
3.5.2 Ownership. The Parties expressly understand and agree that as between Supplier and Customer: (i) the Supplier Services, the Supplier Software(s), Supplier’s Confidential Information, and all Intellectual Property Rights with respect to the foregoing, are and shall remain the sole and exclusive property of the Supplier and/or its licensors; and (ii) the Customer System, Customer’s Confidential Information, and all Intellectual Property Rights with respect to the foregoing are and shall remain the sole and exclusive property of the Customer. The automation Services do not form part of LinkedIn.
3.5.3 Protection of Rights. Each Party shall exclusively have the right, in its sole discretion, to make a claim against any third party for infringement of its rights, and the other Party shall fully cooperate at the infringing Party’s expense, in the prosecution of any such suit, demand or claim.
3.5.4 Content. The Customer shall ensure that the material it provides and/or its accounts do not result in the infringement of any third party’s Intellectual Property Rights, or result in the transmission of any illegal, inappropriate, or offensive content. The Customer acknowledges and agrees that the Supplier does not screen Content to determine whether it contains false or defamatory material, or material that is infringing, inaccurate, misleading, offensive, indecent, objectionable, or invasive of another’s privacy or publicity rights. Under no circumstances will the Supplier be liable in any way for any Content, including, but not limited to, any defamation, falsehoods, errors or omissions associated with such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such content.
4.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides are complete, accurate, and up-to-date;
(b) cooperate fully with the Supplier in all matters relating to the Services;
(c) provide the Supplier with all necessary information required to supply the Services, ensuring such information is complete, accurate, and up-to-date in all material respects;
(d) obtain and maintain all necessary licences, permissions, and consents required for the Services before they commence and provide the Supplier with the consent to use such licences for fulfilling the Services;
(e) keep all materials, equipment, documents, and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at the Customer’s own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
(f) comply with all applicable laws and regulations concerning its activities under this Agreement;
(g) carry out all other Customer responsibilities set out in this Agreement promptly and efficiently. In the event of any delays in the Customer’s provision of such assistance, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(h) ensure that any Authorised Users use the Services and the Software in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
(i) comply with any additional obligations as set out in the Specification;
(j) promptly notify the Supplier of any issues or concerns related to the Services to allow the Supplier to address them in a timely manner.
4.2 If the Supplier’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default, including but not limited to any additional costs incurred due to the delay or necessary reallocation of resources.
5.1 Unless otherwise specified in an applicable Order, fees will be charged as detailed in the Order and will be invoiced and payable before the Services commence or upon execution of the applicable Order.
5.2 The Supplier reserves the right to change the Charges without notice to the Customer. Any price changes will take effect at the end of the Customer’s minimum term under an Order form.
5.3 If the Customer fails to make a payment due to the Supplier under the Agreement by the due date, then, without limiting the Supplier’s remedies under clause 10 (Termination), 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 5.3 will accrue each day at 4% per annum above the Bank of England’s base rate from time to time but at 4% per annum for any period when the base rate is below 0%. The Supplier may suspend the Services until full payment, including interest, is received.
5.4 All amounts due under the Agreement shall be paid in full without any counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).
5.5 The Customer shall bear all costs associated with the transfer of funds, including any bank charges or fees.
5.6 In the event of a payment dispute, the Customer must notify the Supplier in writing within 7 days of the invoice date, detailing the nature of the dispute. All undisputed amounts must be paid by the due date.
5.7 The Supplier reserves the right to perform credit checks on the Customer and to require a deposit or other security for payment at its discretion.
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to use the Deliverables (excluding materials provided by the Customer) solely for the purpose of receiving and using the Services and the Deliverables.
6.3 The Customer shall not sub-license, assign, or otherwise transfer the rights granted in clause 6.2 without the prior written consent of the Supplier.
6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy, modify, and use any materials provided by the Customer to the Supplier for the term of the Agreement solely for the purpose of providing the Services to the Customer.
6.5 The Customer warrants that any materials provided to the Supplier do not infringe any third-party Intellectual Property Rights and indemnifies the Supplier against any claims, damages, losses, or expenses arising from any such infringement.
6.6 Upon termination or expiry of the Agreement, the Customer shall cease using any Intellectual Property Rights belonging to the Supplier and return or destroy any materials containing such rights as directed by the Supplier.
7.1 The Supplier 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 the Supplier to process personal data as required under this Agreement.
8.1 Except for breaches of the Customer’s payment obligations and confidentiality obligations under Clause 12.3, neither party shall be liable to the other for any incidental, indirect, consequential, special, or punitive damages, or for any loss of revenues, profits, anticipated savings, or goodwill. This applies regardless of whether the liability is based on contract (including breach or termination of this Agreement), tort (including negligence or strict liability), or otherwise, and whether or not such loss or damage was reasonably foreseeable or if the other party was warned of the possibility of such loss or damage. In no event shall either party’s maximum liability exceed the amounts actually paid by the Customer to the Supplier under the relevant purchase. This limitation does not exclude or limit liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by law.
8.2 The Customer shall defend, indemnify, and hold harmless the Supplier, its Affiliates, and their respective directors, officers, shareholders, and employees from and against any liabilities, damages, judgments, legal fees, and costs arising from any third-party claim related to Content, including claims of inaccuracy, offensiveness, defamation, invasion of privacy or publicity rights, or infringement. This indemnity applies provided that: (i) the Supplier promptly notifies the Customer of any Content Claim; (ii) the Supplier provides information and assistance as reasonably requested by the Customer; and (iii) the Customer has sole control over the defence and settlement of the Content Claim. The Customer’s indemnification obligations under this Section 8.2 are not limited by Section 8.1.
8.3 The Customer’s use of the Supplier’s Software or Services in relation to LinkedIn or email is at the Customer’s sole risk. The Supplier shall not be liable for any breach of LinkedIn’s or the Customer’s email provider’s terms and conditions, whether caused by the Customer or by the Supplier in providing the Services.
8.4 This clause 8 shall survive termination of the Agreement.
9.1 Either party may terminate the Agreement by giving the other party 1 month’s written notice. If the Customer terminates before the end of the minimum duration specified in the Order, it will be classed as a cancellation event, and the terms of Clause 9.5 shall apply.
9.2 Either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Agreement and fails to remedy that breach within 14 days of being notified in writing to do so;
(b) the other party enters administration, liquidation, or any arrangement with its creditors (other than in relation to a solvent restructuring), or similar proceedings in other jurisdictions;
(c) the other party suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to the extent that the terminating party believes the other party’s capability to fulfil its obligations is in jeopardy.
9.3 The Supplier may terminate the Agreement with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Agreement on the due date for payment; or
(b) there is a change of control of the Customer.
9.4 The Supplier may suspend the supply of Services if:
(a) the Customer fails to pay any amount due under the Agreement on the due date for payment;
(b) the Customer becomes subject to any of the events listed in clause 9.2(b), 9.2(c), or 9.2(d), or the Supplier reasonably believes the Customer is about to become subject to any of them; or
(c) the Supplier reasonably believes the Customer is about to become subject to any of the events listed in clause 9.2.
9.5 Cancellation and Refund
(a) Any cancellation of the Services by the Customer must be made in writing and received by the Supplier. The cancellation request will be effective from the date of receipt by the Supplier.
(b) In the event of cancellation, any fees paid in advance for the Services or Software shall be non-refundable.
(c) No Refund for Cancellation. If the Customer cancels the Service, the Customer shall not be entitled to a refund of any fees paid in advance.
(d) If the Customer cancels the Service, the Customer may be liable for the Supplier’s costs for work completed up to the point of cancellation at a minimum rate of $150 per hour at the Supplier’s discretion.
(e) Upon cancellation of the Agreement by the Customer, all fees and charges due under the Agreement, including any outstanding unpaid invoices and any applicable costs for work completed, shall remain payable by the Customer.
10.1 On termination or expiry of the Agreement:
(a) The Customer shall immediately pay all outstanding invoices and interest. For Services supplied but not yet invoiced, the Supplier shall issue an invoice payable immediately upon receipt.
(b) The Customer shall return all Supplier Materials and unpaid Deliverables. If the Customer fails to do so, the Supplier may enter the Customer’s premises to retrieve them. The Customer is responsible for their safekeeping and must not use them for any purpose not related to the Agreement.
10.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations, or liabilities accrued up to the date of termination, including the right to claim damages for pre-existing breaches.
10.3 Any provisions of the Agreement intended to survive termination or expiry shall remain in full force and effect.
11.1 Mutual Representations and Warranties:
(a) Each party confirms its authority to conduct business and own its assets.
(b) Each party affirms its corporate authority to enter into and perform under this Agreement.
(c) Entering into and performing this Agreement will not breach any other obligations or laws for either party.
11.2 Quality of Services: The Supplier guarantees to deliver Services with reasonable skill and care, using qualified personnel.
11.3 No Third-Party Warranties: The Agreement does not extend any warranties to third parties regarding the Supplier’s software or services.
11.4 Disclaimer of Warranties: Beyond the express warranties in this clause, the Supplier disclaims all other warranties to the maximum extent permitted by law.
11.5 AI and Automation Disclaimer: The Supplier does not warrant that the Services will be error-free, uninterrupted, or that the output will be entirely accurate or reliable. The Customer acknowledges the inherent complexities and uncertainties in AI and automation services.
12.1 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under the Agreement if such delay or failure results from events beyond its reasonable control.
12.2 Assignment and Other Dealings.
(a) The Supplier may assign or delegate any of its rights and obligations under the Agreement.
(b) The Customer may not assign, transfer, mortgage, charge, sub-agree, or delegate any of its rights or obligations under the Agreement without the prior written consent of the Supplier.
12.3 Confidentiality & Non-Disparagement.
(a) Each party agrees not to disclose any confidential information of the other party during the Agreement and for two years after its termination or expiry, except as permitted in clause 12.3(b).
(b) Confidential information may be disclosed:
(i) to employees, officers, representatives, contractors, subcontractors, or advisers who need to know it for fulfilling obligations under the Agreement, ensuring they comply with this clause;
(ii) as required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
(c) Confidential information shall only be used to perform obligations under the Agreement.
(d) The Customer shall not publish any reviews about the Supplier, the Software, and/or Services related to matters covered by Clause 8.4.
(e) Both parties agree not to disparage the other party or its products or services, either directly or indirectly, in writing, or through any media, including but not limited to social media or review websites. This non-disparagement obligation shall apply during the term of the Agreement and for two (2) years following its termination or expiration.
12.4 Entire Agreement.
(a) The Agreement constitutes the entire agreement between the parties, superseding all prior agreements, promises, and understandings.
(b) Each party acknowledges that it has not relied on any statements, representations, assurances, or warranties not set out in the Agreement and agrees not to claim for innocent or negligent misrepresentation based on any statement in the Agreement.
(c) Nothing in this clause limits or excludes liability for fraud.
12.5 Variation. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 Waiver. A waiver of any right or remedy under the Agreement is only effective if given in writing and does not prevent the further exercise of any right or remedy.
12.7 Severance. If any provision of the Agreement is invalid, illegal, or unenforceable, it shall be deemed deleted, but this does not affect the validity of the rest of the Agreement. The parties shall negotiate in good faith to replace the deleted provision with a valid one that achieves the intended result.
12.8 Notices.
(a) Any notice under the Agreement shall be in writing and delivered by hand, pre-paid first-class post, or other next working day delivery service, or by fax or email to the address specified in clause 12.8(d).
(b) Notices are deemed received:
(i) if delivered by hand, at the time of delivery;
(ii) if sent by pre-paid first-class post or next working day delivery, at 9.00 am on the second Business Day after posting;
(iii) if sent by fax or email, at the time of transmission or when business hours resume.
(c) This clause does not apply to the service of legal proceedings.
(d) Notices shall be sent to:
Supplier: ReachSoft OÜ, Järvevana tee 9, Tallinn, 11314, Estonia
Customer: The address and email provided on the Order.
12.9 Third-Party Rights.
(a) The Agreement does not give any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
(b) The parties’ right to rescind or vary the Agreement is not subject to the consent of any other person.
12.10 Governing Law. The Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.
12.11 Jurisdiction. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising out of or in connection with the Agreement.
12.12 Counterparts. The Agreement may be executed in any number of counterparts, each of which constitutes a duplicate original, but all the counterparts together constitute one agreement.