Terms and conditions

1. Who these terms are between

These terms govern the services provided by Pipepoint, a trading name of Max Traynor, a sole trader based in Scotland (“we”, “us”, “I”), to the business engaging those services (“you”, “the client”).

They apply to every engagement unless we have both signed something else that says otherwise. Where a written proposal or statement of work conflicts with these terms, the proposal takes precedence for that engagement only.

These terms apply to business customers only. Nothing in them is intended to affect the statutory rights of a consumer, and we do not provide these services to consumers.

2. What the service is

The service is offered at two tiers. Your proposal states which tier you are engaging. Where these terms distinguish between them, the distinction applies only to the tier named in your proposal.

Pipepoint Signal — the briefing. This consists of:

• Monitoring public sources for regulatory and corporate events — principally the FCA Financial Services Register and Companies House for the United Kingdom, and the European Banking Authority’s PSD2 central register for the EU and EEA
• Scope of the EU and EEA limb. EU and EEA coverage is company-level only: firm name, national reference code, authorisation date, country, competent authority and payment service codes. It carries no named individuals and no contact details, and the EBA register supports no equivalent of the UK signal vocabulary, so EU entries state the fact of an authorisation and stop
• Identifying and ranking firms associated with those events against criteria we agree with you
• Assessing what obligation each event creates for the firm concerned, and whether it is commercially relevant to what you sell
• Delivering a periodic briefing, each entry carrying the underlying event, its source and date, a short “why now” rationale, and a suggested opening line

Under Signal, you do the sending. We do not contact the firms in the briefing.

Pipepoint Outreach — everything in Signal, and in addition:

• Setting up and warming a sending domain dedicated to your engagement
• Sending the agreed messages on the agreed schedule
• Handling follow-up sequences
• Routing replies to you

Under Outreach, we send on your behalf. A sending domain must be warmed before it can carry volume, so expect approximately one month between agreeing terms and the first message being sent. We will not shorten that at the cost of deliverability.

Frequency, volume and the criteria used are set out in the proposal for your engagement.

3. What is not included

The following are outside the scope of both tiers:

• Meetings. We do not book, attend, qualify or run meetings
• Any form of sales, negotiation or account management with your prospects
• Legal, regulatory or compliance advice — including advice on whether your own outbound activity complies with the UK GDPR, PECR, the EU GDPR, or the financial promotion rules of the FCA or any national competent authority
• Marketing strategy, positioning, website, brand or content work beyond the suggested opening lines described above

The following are outside the scope of Signal, and within the scope of Outreach:

• Sending. Under Signal we do not send messages on your behalf and do not operate, warm or maintain sending domains, mailboxes or sending infrastructure. Under Outreach we do all of these for the engagement
• Follow-up sequences and reply handling
• List hygiene, suppression management and deliverability monitoring

Under Signal, running campaigns end-to-end is not part of the engagement. If you want that, it is the Outreach tier — ask and we will scope it.

4. No guarantee of results

We do not guarantee results. The service is the research and the ranked list, not any particular outcome from using it.

Specifically, we make no representation, warranty or guarantee as to:

• The number of replies, meetings, opportunities or customers you will obtain
• Reply rates, meeting rates, conversion rates or pipeline value
• Revenue, return on investment or payback period
• That any particular prospect will respond, engage or buy

Any figures discussed before or during the engagement — in a proposal, a call or in writing — are illustrative estimates, not commitments, targets or contractual terms.

Public registers are maintained by third parties. We take reasonable care in collecting and processing that information, but we do not warrant that data drawn from the FCA Register, Companies House or any other public source is accurate, complete or current, and we are not responsible for errors originating in those sources.

5. Fees and payment

• Fees are as set out in the applicable proposal or statement of work agreed between the parties
• All fees are exclusive of VAT, which will be added where applicable
• We invoice monthly in advance for recurring services, and on delivery for one-off work
• Invoices are payable within 14 days from the date of invoice
• Payment is by bank transfer to the account shown on the invoice

Late payment. We reserve the right to charge interest and a fixed recovery sum on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998, and to suspend the service until the account is settled. We will tell you before suspending anything.

Fees already invoiced for work delivered remain payable on termination. Sums paid in advance for work not yet delivered are refundable on a pro-rata basis, unless we have terminated for your material breach.

6. Term, notice and termination

The engagement begins on the date we agree in writing and continues on a rolling monthly basis until either of us ends it.

Either of us may terminate for convenience by giving 30 days' written notice. Notice by email is sufficient.

Either of us may terminate immediately, by written notice, if the other:

• Commits a material breach that is not remedied within 14 days of being asked to
• Becomes insolvent, enters into an arrangement with creditors, or ceases trading

We may also terminate immediately if we reasonably believe continuing would breach data protection or marketing law, or would require us to act in a way we consider misleading.

On termination we will deliver any work already paid for and completed. Clauses 4, 7, 8, 9 and 11 survive termination.

7. Your responsibilities

The service depends on you, and you agree to:

• Provide accurate information about your product, its regulatory relevance, your pricing and your ideal customer, and keep it current
• Approve messaging before it is used. Suggested opening lines are drafts for your review. Under Signal you are responsible for what you actually send. Under Outreach we send only messaging you have approved in writing, and you remain responsible for its content and its claims
• Ensure your own outbound activity complies with the UK GDPR, PECR, the EU GDPR where you contact firms in the EU or EEA, the FCA’s financial promotion rules and any other law that applies to you
• Under Signal: operate your own sending domain, infrastructure and suppression lists. Under Outreach: we operate the sending domain and infrastructure for the engagement; you still maintain your own suppression list and tell us who is on it
• Honour opt-out and objection requests promptly, and tell us if a prospect asks not to be contacted so we can suppress them at our end too
• Respond to requests for information or approval within a reasonable time
• Not present the research as regulatory or legal advice to anyone

If you do not do these things, we may not be able to deliver, and we are not liable for delays or shortfalls caused by that.

8. Data protection

How we handle personal data in our own research and marketing is set out in our privacy notice.

We each act as an independent controller. We determine the purposes and means of our own processing when we compile research. When we pass a briefing to you, you determine what happens to it next — who you contact, how, and how often. You become a separate and independent controller of that data on receipt. We are not your processor, and you are not ours. This is a controller-to-controller disclosure, not a joint controller arrangement.

The paragraph above describes Signal. Under Outreach we send messages ourselves, on your instructions, which changes the analysis: for the sending activity we are acting on your behalf rather than determining our own purposes. Because that determination affects your obligations as well as ours, we will agree the data protection roles for your engagement in writing before any message is sent, and record them in your proposal or in a separate data processing agreement. We will also update our privacy notice to cover sending before the first message goes out. No message is sent under Outreach until both are in place.

As an independent controller of the data we pass to you under Signal, you are responsible for:

• Having your own lawful basis for processing and for any marketing you carry out
• Issuing your own privacy information to the people you contact
• Handling access, objection, erasure and other data subject requests made to you
• Your own retention periods, security and records of processing
• Reporting any personal data breach affecting that data to the ICO where required

Each of us will comply with the UK GDPR and the Data Protection Act 2018 in respect of our own processing, and will tell the other without undue delay about anything that materially affects the other — including a complaint, a regulator’s enquiry or a breach involving data we have shared.

We will not pass you special category data, data about anyone under 18, or data obtained in breach of a third party’s terms of use.

9. Intellectual property

We retain everything we built. The scanner, its source code, the scoring methodology, the signal taxonomy, the databases, prompts, templates, tooling and any improvements made to them remain our exclusive property. Nothing in these terms transfers any of it, and paying our fees does not buy a share of it.

What you get is a non-exclusive, non-transferable licence to use the briefings and suggested opening lines we deliver, for your own sales and marketing, for as long as you are entitled to hold that data. That licence survives termination for material already delivered and paid for.

Source acknowledgement travels with the data. Part of what we deliver is reproduced from public registers whose terms require the source to be acknowledged wherever their material appears — in particular the European Banking Authority’s register. Each row we deliver carries its source, and your licence to use the briefings is conditional on that acknowledgement being preserved wherever you reproduce the material. You may not present it as your own dataset, and you may not use the EBA’s or the FCA’s logos or marks.

You may not:

• Resell, sublicense, syndicate or otherwise distribute the research to third parties
• Use it to build or train a competing product, dataset or model
• Reverse engineer the scoring methodology, or attempt to reconstruct the underlying dataset from the outputs

You keep all rights in your own trade marks, product information and content, and you grant us a limited licence to use them only as needed to deliver the service. We would like to name you as a client in our own marketing, but we will not do so without your written agreement.

10. Confidentiality

Each of us may receive information the other treats as confidential. Neither of us will disclose it to anyone else, or use it for anything other than the engagement, without written permission. This does not apply to information that is already public, was already known, is independently developed, or must be disclosed by law.

This obligation continues for three years after the engagement ends.

11. Limitation of liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

• Our total liability is capped at the total fees you have paid us in the 12 months immediately before the event giving rise to the claim.
• We are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill or reputation, loss or corruption of data, or any indirect or consequential loss, however arising
• We are not liable for any regulatory action, penalty, complaint or claim arising from messages you send, from how you use the research, or from your own compliance failures
• We are not liable for inaccuracies originating in public registers or other third-party sources
• We are not liable for failures caused by third-party services outside our reasonable control, or by your failure to meet your responsibilities under clause 7

You agree that this allocation of risk is reasonable given the nature of the service and the level of the fees.

12. General

• Independent contractor. We are an independent contractor, not your employee, agent, partner or joint venturer, and neither of us can bind the other
• Subcontracting. We may use subcontractors or tools to deliver the service, and we remain responsible for the work
• Force majeure. Neither of us is liable for failure caused by events outside our reasonable control
• Changes. We may change these terms by giving notice. Changes apply from your next billing period. If you object, you may terminate on notice
• Third parties. No one other than you and us has any right to enforce these terms
• Severability. If any provision is unenforceable, the rest continues in force
• Entire agreement. These terms and the proposal are the whole agreement between us on this subject

13. Governing law

These terms and any dispute arising from them — including non-contractual disputes — are governed by the law of Scotland. The Scottish courts have exclusive jurisdiction.

14. Contact

General and contractual

[email protected]

Data protection

[email protected]

Pipepoint is a trading name of Max Traynor
66 Paul Street, London, EC2A 4NA, United Kingdom