Terms of Service

1. Acceptance of Terms

By engaging Chatpire's services in any capacity — including paying an invoice, countersigning a proposal, or instructing Chatpire to begin work — the Client acknowledges and agrees to these Terms in their entirety.

If the Client is acting on behalf of a business entity, they represent and warrant that they have the authority to bind that entity to these Terms.

These Terms apply exclusively to business-to-business (B2B) engagements. Chatpire does not provide services to consumers (individuals acting outside the course of their trade, business, or profession). If you do not agree to these Terms, do not engage our services.

2. Description of Services

Chatpire is a B2B cold email outreach agency specialising in the European cybersecurity and compliance sector. We design, build, and execute outbound email campaigns on behalf of our clients. Chatpire offers two engagement models: a fixed four-week Pilot Sprint, and a rolling Monthly Retainer. Specific pricing is provided upon request and confirmed in a written proposal or invoice.

2.1 Pilot Sprint

The Pilot Sprint is a fixed four-week engagement designed to test the viability of outbound email outreach for the Client's specific market and offer. The engagement includes:

• Infrastructure setup (sending domains, mailboxes, and email warm-up)
• Ideal Customer Profile (ICP) definition and prospect list building
• Copywriting and multi-step email sequence creation
• Campaign launch and active management for four weeks
• A summary report at the end of the engagement

The Pilot Sprint fee is confirmed in the written proposal issued to the Client, payable in full prior to commencement. This is a fixed-price, non-refundable engagement. No ongoing commitment arises from completing a Pilot Sprint.

2.2 Monthly Retainer

The Monthly Retainer is a rolling month-to-month engagement covering full outbound campaign management. Services included are:

• Ongoing prospect list building and ICP refinement
• Campaign copywriting, A/B testing, and optimisation
• Campaign execution and active inbox management
• Monthly performance reports including open rates, reply rates, and meetings booked
• Strategic review and recommendations each month

The Monthly Retainer fee is confirmed in the written proposal issued to the Client, invoiced monthly in advance. Either party may terminate the retainer in accordance with Section 9 of these Terms.

2.3 Scope and Changes

Any services not expressly described in these Terms or in a written statement of work agreed between the parties shall be treated as out of scope and may be subject to additional fees. Chatpire will notify the Client in writing if a requested task falls outside the agreed scope and will obtain approval before proceeding.

3. Payment Terms

3.1 Invoicing

Chatpire will issue invoices in Euros (€) unless otherwise agreed in writing, sent electronically to the billing contact designated by the Client.

• Pilot Sprint: Full payment of the agreed fee is due before work commences. No work will begin until payment is received and cleared.
• Monthly Retainer: Invoices are issued monthly in advance, on or around the same date each month. The first invoice is due before the first month of service commences.

3.2 Payment Due Date

All invoices are due and payable within fourteen (14) calendar days of the invoice date, unless a different payment period has been agreed in writing between the parties.

3.3 Late Payment

If a payment is not received by the due date, Chatpire reserves the right to:

• Suspend all active campaign work until the outstanding balance is settled in full;
• Charge statutory late payment interest at the rate applicable under the EU Late Payment Directive (2011/7/EU) — currently 8 percentage points above the European Central Bank's reference rate — or, where the Client is not based in the EU, at the statutory rate applicable in New Mexico, USA, whichever is higher;
• Recover reasonable debt recovery costs incurred in pursuing the outstanding payment.

Chatpire will provide written notice of the overdue payment before applying late interest. Suspension of services due to non-payment does not constitute a breach of these Terms by Chatpire.

3.4 Taxes

All fees stated in these Terms are exclusive of any applicable value-added tax (VAT), sales tax, or similar tax. The Client is responsible for any applicable taxes in their jurisdiction. Where Chatpire is required by law to collect VAT, it will be added to the invoice at the applicable rate.

4. No Guarantee of Results

Chatpire provides outbound email marketing services based on industry best practices, experience, and reasonable professional judgment. However, the nature of outbound email outreach means that results cannot be guaranteed. Chatpire expressly does not guarantee:

• A specific number of replies, meetings booked, or qualified leads generated;
• Any particular open rate, click-through rate, or response rate;
• That any campaign will result in closed sales, revenue, or any other commercial outcome;
• That the Client's target prospects will respond positively, or at all, to outreach.

The Pilot Sprint is designed with a goal of generating 3 to 5 qualified meetings during the four-week engagement. This goal is aspirational and reflects typical outcomes based on Chatpire's experience. It does not represent a contractual guarantee or service level commitment. Failure to achieve this target does not entitle the Client to a refund or reduction in fees.

Campaign performance is influenced by factors outside Chatpire's control, including the Client's offer and market positioning, email deliverability conditions, the responsiveness of the target market, and changes in email platform policies.

5. Intellectual Property

5.1 Campaign Assets Created by Chatpire

All email sequences, copywriting, subject lines, templates, and campaign structures created by Chatpire in the course of delivering services (collectively, "Campaign Assets") are developed using Chatpire's methodologies, frameworks, and proprietary know-how.

Upon receipt of full payment for the relevant engagement, Chatpire grants the Client a non-exclusive, non-transferable licence to use the Campaign Assets delivered to them for their own internal business purposes. This licence does not include the right to resell, sublicense, or share the Campaign Assets with third parties.

Chatpire retains all underlying intellectual property rights in its methodologies, frameworks, templates, and tools — including any that form the basis of Campaign Assets — and nothing in these Terms transfers ownership of those rights to the Client.

5.2 Prospect Lists

Prospect lists compiled by Chatpire on behalf of the Client, using data sourced in connection with the campaign, shall be made available to the Client upon request and upon full payment of all outstanding fees. The Client's use of such lists must comply with applicable data protection law, including GDPR, and the Client assumes full responsibility for any further use of the lists after delivery.

5.3 Client Materials

The Client retains all ownership rights in any materials, content, trademarks, or information they provide to Chatpire for the purpose of delivering the services. The Client grants Chatpire a limited licence to use such materials solely for the purpose of performing the services during the engagement.

6. Confidentiality

6.1 Obligations

Each party (the "Receiving Party") agrees to keep confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with the engagement ("Confidential Information"), and to use such information only for the purpose of fulfilling obligations under these Terms.

Confidential Information includes, without limitation: business plans, prospect lists, campaign strategies, pricing, client identities, financial information, and technical know-how.

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was already known to the Receiving Party before disclosure;
• Is independently developed by the Receiving Party without reference to the Confidential Information; or
• Is required to be disclosed by law, regulation, or court order — in which case the Receiving Party shall give prompt written notice (where legally permissible) before making the disclosure.

6.2 Duration

The confidentiality obligations in this Section 6 shall apply during the engagement and for a period of three (3) years following termination or expiry of the engagement, unless a longer period is required by applicable law.

6.3 No Reverse Engineering

The Client agrees not to reverse-engineer, replicate, or reproduce Chatpire's methodologies, campaign frameworks, or proprietary processes for the purpose of building a competing service or for use beyond their own internal business operations.

7. Data Processing and GDPR Compliance

7.1 Roles Under GDPR

In delivering cold email outreach campaigns, Chatpire processes personal data (specifically, professional contact details of target prospects) on behalf of the Client. In this context:

• The Client is the Data Controller and determines the purpose and means of processing prospect data.
• Chatpire is the Data Processor and processes prospect data solely in accordance with the Client's documented instructions.

7.2 Data Processing Agreement

The parties acknowledge that the processing of personal data in connection with these services is governed by a separate Data Processing Agreement (DPA), which forms part of the overall agreement between Chatpire and the Client. The DPA sets out:

• The categories of personal data processed and the nature of the processing;
• Chatpire's obligations as a Data Processor, including sub-processor arrangements;
• Security measures in place to protect personal data;
• Data subject rights handling and breach notification obligations;
• Provisions governing the return or deletion of personal data upon termination.

Where no separate DPA has been executed, the parties agree to enter into one before any processing of personal data commences, consistent with the requirements of GDPR Article 28.

7.3 Client's Responsibility

By instructing Chatpire to build and execute outreach campaigns, the Client represents and warrants that:

• They have a valid legal basis under GDPR Article 6 for the processing of prospect data instructed (typically legitimate interest for B2B outreach);
• The outreach activities comply with applicable data protection law, including GDPR and the French loi Informatique et Libertés;
• They have conducted, or will conduct, any required legitimate interest assessment (LIA) or data protection impact assessment (DPIA) before the campaign commences;
• Any data provided to Chatpire has been lawfully obtained.

Chatpire operates its campaigns in a GDPR-compliant manner and includes opt-out mechanisms in all outreach. However, the Client, as Data Controller, bears ultimate legal responsibility for the lawfulness of the processing.

8. Limitation of Liability

8.1 Cap on Liability

To the maximum extent permitted by applicable law, Chatpire's total aggregate liability to the Client arising out of or in connection with these Terms or the services — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client to Chatpire in the calendar month immediately preceding the event giving rise to the claim.

8.2 Excluded Losses

To the maximum extent permitted by applicable law, Chatpire shall not be liable for any:

• Loss of profits, revenue, or anticipated savings;
• Loss of business, contracts, or commercial opportunities;
• Loss of goodwill or reputation;
• Indirect, consequential, special, or punitive damages;
• Losses arising from the Client's failure to comply with applicable law, including data protection obligations.

8.3 No Exclusion of Statutory Rights

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by law.

9. Termination

9.1 Pilot Sprint

The Pilot Sprint is a fixed four-week engagement and expires automatically at the end of the engagement period. There is no right of early termination or refund once work has commenced. If the Client wishes to abandon the engagement before its natural conclusion, Chatpire is under no obligation to refund any fees paid.

9.2 Monthly Retainer — Termination by Either Party

Either party may terminate the Monthly Retainer by providing written notice to the other party. The notice period is thirty (30) calendar days, unless a longer or shorter period has been agreed in writing. Upon serving notice of termination:

• Chatpire will continue to provide services until the end of the notice period;
• The Client remains liable for all fees accrued up to and including the last day of the notice period;
• No refund will be issued for any prepaid fees covering the notice period.

9.3 Termination for Cause

Either party may terminate the engagement immediately by written notice if the other party:

• Materially breaches these Terms and (where the breach is capable of remedy) fails to remedy the breach within fourteen (14) calendar days of receiving written notice;
• Becomes insolvent, enters administration, receivership, or any similar insolvency procedure;
• Engages in conduct that is unlawful, fraudulent, or brings the other party into serious disrepute.

In the event of termination for cause by the Client, Chatpire will refund any prepaid fees attributable to services not yet delivered, calculated on a pro-rata basis. In the event of termination for cause by Chatpire due to the Client's breach, no refund shall be due.

9.4 Effect of Termination — Data

Upon termination for any reason, Chatpire will:

• Cease all active campaign work on behalf of the Client;
• Return or securely delete all personal data processed on behalf of the Client as a Data Processor, in accordance with the applicable DPA and GDPR Article 28(3)(g);
• Provide the Client with a final performance report upon request.

The Client's obligations in respect of outstanding invoices, confidentiality, and any accrued liabilities shall survive termination of the engagement.

10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New Mexico, United States of America, without regard to its conflict of law principles.

10.2 Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Bernalillo County, New Mexico, USA, for the resolution of any disputes arising out of or in connection with these Terms.

10.3 EU and French Statutory Rights Preserved

Notwithstanding Sections 10.1 and 10.2, where the Client is a business entity incorporated or habitually resident in France or another EU member state, nothing in these Terms shall deprive the Client of any mandatory rights or protections afforded to it under French law or applicable EU legislation that cannot be contracted out of. In such cases, the mandatory provisions of French or EU law shall apply to the extent required, without invalidating the remainder of these Terms.

11. Warranties and Representations

Each party represents and warrants to the other that:

• It is duly organised, validly existing, and has full legal capacity and authority to enter into and perform its obligations under these Terms;
• These Terms constitute valid and binding obligations, enforceable in accordance with their terms;
• The execution and performance of these Terms do not violate any applicable law, regulation, court order, or agreement to which it is a party.

The Client additionally represents and warrants that:

• All materials and information provided to Chatpire are accurate and do not infringe any third-party rights;
• The Client has the legal right to instruct Chatpire to process the prospect data provided, including any data sourced by Chatpire on the Client's behalf;
• The use of Chatpire's services complies with all applicable laws and regulations in the Client's jurisdiction.

Except as expressly stated in these Terms, Chatpire provides its services on an "as is" basis and makes no warranty, express or implied, as to merchantability, fitness for a particular purpose, or non-infringement.

12. Amendments

Chatpire reserves the right to amend these Terms at any time. We will provide the Client with reasonable written notice of any material changes, sent to the email address on record. The notice period for material changes shall be no less than thirty (30) calendar days, unless a shorter period is required by applicable law.

If the Client does not agree to the amended Terms, they may terminate the engagement in accordance with Section 9 during the notice period. Continued use of Chatpire's services after the amended Terms take effect constitutes acceptance of the changes.

Amendments agreed bilaterally in writing between Chatpire and the Client (for example, in a signed proposal or statement of work) shall take precedence over any unilateral amendment made under this Section.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any applicable Data Processing Agreement, signed proposal, or statement of work, constitute the entire agreement between the parties in respect of the subject matter and supersede all prior representations, agreements, and understandings, whether written or oral.

13.2 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

13.3 Waiver

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

13.4 Assignment

The Client may not assign, transfer, or subcontract any of its rights or obligations under these Terms without Chatpire's prior written consent. Chatpire may assign its rights and obligations to any affiliate, successor, or acquirer of all or substantially all of its business, provided that this does not materially prejudice the Client.

13.5 Force Majeure

Neither party shall be in breach of these Terms, or liable for any delay or failure in performance, to the extent that such delay or failure results from causes beyond its reasonable control — including acts of God, natural disasters, pandemic, war, civil unrest, government action, or failures of third-party infrastructure. The affected party shall promptly notify the other and shall use reasonable efforts to resume performance as soon as practicable.

13.6 No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between the parties. Chatpire operates as an independent contractor. Neither party has the authority to bind the other in any contract or obligation.

13.7 Notices

All formal notices under these Terms must be sent in writing to the addresses set out in Section 14, or to such other address as a party may notify the other in writing. Notices sent by email shall be deemed received on the date sent, provided no automated delivery failure notification is received within 24 hours.

14. Contact

For all legal, contractual, or billing enquiries in connection with these Terms, please contact Chatpire:

We aim to acknowledge all formal legal or contractual notices within 5 business days.