Terms & Conditions | flobase Outbound System Build

Fees, Payments and Taxes

1.1

Build Fee. The Service is charged as a one-time build fee (the "Build Fee"), as set out in Your proposal or invoice. There is no subscription, retainer or automatic renewal.

1.2

Instalments. Where agreed in writing, the Build Fee may be paid in instalments (for example, three monthly payments). You authorise flobase (or its designee) to charge each instalment to Your nominated card or bank account on the agreed dates. Paying in instalments does not change the total Build Fee owed.

1.3

Third-Party Costs. The System runs on third-party software and infrastructure (including but not limited to sending platforms, inbox providers, data tools, domains and LinkedIn subscriptions) ("Tech Stack"). Tech Stack costs are separate from the Build Fee and are Your responsibility, both during the build and after handover. Where flobase supplies Tech Stack items at trade or partner rates, those rates are set by the vendor and may change.

1.4

Late Payment. If any payment is late, flobase may pause work until payment is received, and any agreed timelines will be extended accordingly.

1.5

VAT. VAT is chargeable for UK Customers only.

Scope and Delivery

2.1

The Build. The scope of the System (including inbox volume, prospect volume, number of campaigns and channels) is as set out in Your proposal. A standard build runs over approximately 90 days: infrastructure setup, campaign launch, and handover with training.

2.2

Your Responsibilities. You agree to provide timely access to the accounts, information, approvals and people required for the build. Delays caused by missing access or approvals will extend the delivery timeline and do not entitle You to any reduction in the Build Fee.

2.3

No Guarantee of Results. flobase will build the System with reasonable skill and care. We do not guarantee any specific number of leads, replies, meetings, sales or revenue, as these depend on factors outside Our control, including Your offer, market, pricing and sales follow-up.

Term

These Terms and Conditions take effect when You sign a proposal, pay an invoice, or otherwise accept them, and remain in effect until the build and handover are complete and the Build Fee is paid in full, save for clauses which by their nature continue after that point (including clauses 5, 7, 9, 10, 11 and 12).

Termination

4.1

Either party may terminate this agreement by written notice to the other. Customer notice must be sent by email to billing@flo-base.com. Verbal requests to terminate are not accepted.

4.2

If You terminate before the Build Fee has been paid in full, any payments already made are non-refundable, and any work already completed that has not yet been paid for becomes due immediately.

4.3

flobase may terminate immediately if You fail to pay any amount due within 14 days of its due date, or if You use the System in breach of clause 8.

No Refunds

Because the System is custom-built for You and handed over for You to keep, the Build Fee is non-refundable once work has begun. This includes all one-time services such as domain purchases, infrastructure setup, data sourcing and campaign copywriting. Nothing in this clause affects any rights You may have that cannot be excluded by law.

Ownership and Handover

6.1

Transfer on Full Payment. Ownership of everything flobase builds for You passes to You once the Build Fee has been paid in full. This includes, but is not limited to: sending domains, inboxes, campaign copy, sequences, prospect lists and data, automations, workflows, documentation and training materials (the "Deliverables").

6.2

Instalment Payments. Where You pay in instalments, the full System and all Deliverables will be handed over to You once the final instalment has been received. Until then, flobase may retain administrative control of the System.

6.3

Third-Party Accounts. Accounts with Tech Stack vendors remain subject to each vendor's own terms. On handover, flobase will transfer these accounts to You or confirm they are held in Your name.

6.4

Our Know-How. flobase keeps the right to use its general methods, frameworks, templates and know-how that are not specific to You, including in work for other customers.

6.5

Data. Prospect data supplied to You is subject to the terms of the data providers it was sourced from. You may not resell it.

Third-Party Platforms, Deliverability and Account Risk

7.1

Platform Control. The System depends on platforms that flobase does not own or control, including LinkedIn, email providers, inbox providers and automation tools. These platforms can change their rules, pricing, features or policies at any time, without notice.

7.2

LinkedIn. flobase is not responsible or liable if any LinkedIn profile, page or Sales Navigator account connected to the System is restricted, suspended, limited or removed, or if LinkedIn restricts or prohibits outreach, messaging or the use of any automation or third-party tool.

7.3

Cold Email and Domains. flobase is not responsible or liable if any sending domain or inbox is blacklisted, flagged as spam, suspended, throttled, or suffers reduced deliverability or reputation. Sending domains and inboxes in the System are secondary assets, deliberately separate from Your primary business domain, and are designed to be replaced if they are affected. The cost of replacement domains and inboxes is a Tech Stack cost payable by You.

7.4

Tool Changes. flobase is not responsible or liable if any Tech Stack vendor changes its pricing, withdraws a feature, suspends Your account, or stops trading.

7.5

After Handover. Once the System has been handed over, You are solely responsible for how it is operated, including sending volumes, targeting, copy changes and ongoing maintenance.

Your Use of the System

You are responsible for making sure Your use of the System complies with all applicable laws and platform terms, including data protection and electronic marketing laws (such as UK GDPR, PECR and CAN-SPAM) and the LinkedIn User Agreement. You must not use the System to send unlawful, misleading or harmful content.

Availability of Service

flobase's hours of operation are Monday to Friday, 9am to 5pm (UK time). We are closed on public and national holidays. Requests received outside these hours will be handled on the next business day.

Relationship of Parties

In performing their obligations under this agreement, flobase and the Customer each act as independent contractors. Neither party is an agent, partner or employee of the other.

Indemnification

You will defend, indemnify and hold harmless flobase and its subsidiaries, licensors and affiliates (and their officers, directors, employees and agents) against all claims, losses, damages, liabilities, fines, costs and expenses (including reasonable solicitor's fees) arising from or relating to Your use of the System, Your campaign content, or any breach of clause 8.

Disclaimer of Warranties and Limitation of Liability

12.1

Disclaimer. Except as expressly set out in these Terms and Conditions, the System and any advice, support or suggestions are provided "as is" without warranty of any kind, express or implied, including any warranty of fitness for a particular purpose, uninterrupted operation or specific results.

12.2

Exclusions. flobase shall not be liable, whether in contract, tort (including negligence) or otherwise, for any indirect or consequential loss, or for any loss of revenue, profits, business, goodwill, reputation, data or opportunity, including any loss arising from:

the restriction, suspension or removal of any LinkedIn or other social media account;
any platform restricting or prohibiting outreach, automation or third-party tools;
the blacklisting, suspension or loss of reputation of any domain or inbox;
changes to, or failure of, any Tech Stack vendor or third-party service;
statements or conduct of any third party; or
Your operation of the System after handover.

12.3

Cap. flobase's total liability under or in connection with these Terms and Conditions shall not exceed the total Build Fee paid by You.

12.4

What We Don't Exclude. Nothing in these Terms and Conditions limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be excluded under the laws of England and Wales.

Miscellaneous

13.1

Governing Law. These Terms and Conditions are governed by the laws of England and Wales.

13.2

Jurisdiction. The courts of England and Wales have exclusive jurisdiction over all disputes arising out of or relating to these Terms and Conditions.

13.3

Severability. If any provision is found invalid, illegal or unenforceable, the remaining provisions are unaffected, and a valid provision of similar intent and economic effect shall be substituted.

13.4

Changes. flobase may update these Terms and Conditions from time to time. Updates apply to new orders, and will not change the terms of a build already in progress unless You agree in writing.

13.5

Interpretation. These Terms and Conditions shall be interpreted according to their fair meaning, not strictly for or against either party.

13.6

Waiver. A waiver is only effective if in writing and signed by the party against whom it is enforced. Failure to enforce any provision is not a waiver of future enforcement.

13.7

Assignment. You may not assign this agreement without flobase's prior written consent. flobase may assign this agreement to any affiliate or successor to its business.

13.8

Export Compliance. Each party confirms it is not named on any government denied-party list, and You shall not use the System in an embargoed country or in breach of any export law.

Terms & Conditions.