Terms of Service

DEFINITIONS

For the purposes of this Agreement:

• 'AI Persona' refers to the artificial intelligence-powered conversational agent deployed within SalesRook Core that engages with your customers via WhatsApp, SMS, and voice channels under your business identity. AI Personas are configured and customised for your business and given names chosen by you (e.g., "Amanda," "Elsie").
• 'CRM' refers to Customer Relationship Management systems used by estate agents and mortgage brokers, including but not limited to Reapit, Alto, LeadPro, Homeflow, Street, and other property industry platforms that SalesRook integrates with.
• 'CRM Integration' refers to the technical connection between SalesRook Services and your CRM system that enables automated data synchronisation, contact creation, message logging, and bidirectional communication between platforms.
• 'Customer Data' or 'Data' encompasses all information, content, and materials provided by you, input by you, generated through your use of our Services, or collected from your customers through the Services. This includes but is not limited to contact information, conversation histories, property enquiry data, and analytics.
• 'Launch Date' refers to the scheduled date for completing the setup and onboarding process and activating your SalesRook Services for live use with customers.
• 'Lead' or 'Enquiry' refers to any inbound communication received by SalesRook from Lead Source Systems, including property-related enquiries from prospective buyers, tenants, sellers, landlords, or mortgage applicants, as well as notifications, alerts, system messages, and other communications transmitted from Property Portals, your company website, or other channels.
• 'Lead Source Systems' refers to the external systems that generate and transmit Leads to SalesRook Services, including but not limited to Property Portals (Rightmove, Zoopla, OnTheMarket), your company website, and other third-party platforms.
• 'Order Form' means any written proposal, subscription agreement, or commercial terms communication from SalesRook that is accepted by Customer through: (a) signature or electronic signature; (b) written email confirmation; (c) execution of a GoCardless direct debit mandate for the specified amount; (d) completion of SalesRook's onboarding questionnaire and acceptance of these Terms; or (e) commencement of use of the Services.
• 'Property Portals' refers to third-party property listing websites including Rightmove, Zoopla, OnTheMarket, and similar platforms that generate property enquiries and forward them to estate agents and mortgage brokers via email or API integration.
• 'SalesRook Core' refers to our AI-powered platform that automates customer communication through WhatsApp, SMS, and voice channels, qualifies leads, identifies business opportunities, and integrates with CRM systems as described in Section 2.2 of these Terms.
• 'SalesRook Negotiator' refers to our Chrome browser extension that synchronises WhatsApp conversations between WhatsApp Web and Reapit CRM as described in Section 2.3 of these Terms.
• 'Service Period' refers to the billing cycle for your subscription, which may be monthly, quarterly, or as otherwise agreed in writing with the Company.
• 'Services' refers collectively to SalesRook Core, SalesRook Negotiator, and all associated features, integrations, support, and functionality provided by SalesRook Ltd as described in Section 2 of these Terms.
• 'Setup' or 'Onboarding' refers to the initial configuration and implementation process required to deploy SalesRook Services for your business, including AI Persona configuration, CRM integration setup, workflow customisation, and training.
• 'Subscription' refers to your ongoing access to and use of the Services on a recurring payment basis for the agreed Service Period.
• 'SRTs' or 'SalesRook Tokens' refers to the unit of measurement for consumption-based usage within SalesRook Core. Tokens are consumed when the platform performs actions including sending WhatsApp messages, sending SMS, processing AI requests, making API calls to integrated systems, and conducting voice calls.
• 'Terms' or 'Agreement' refers to these Terms of Service in their entirety, including all sections and any amendments communicated to you in accordance with the modification procedures outlined herein.
• 'Token Wallet' refers to the interface within the SalesRook platform where you can view your monthly token allocation, monitor token consumption, track usage by service type, and manage overage settings.

1. GENERAL TERMS

(a) Service Provision. Upon execution of this Agreement, electronically, in writing, or otherwise, the Company agrees to provide the Services as described in Section 2 of these Terms and in accordance with your selected subscription plan.

(b) Scope and Modifications. The scope of Services rendered by the Company pursuant to this Agreement shall be limited to the specific Services you have subscribed to (SalesRook Core, SalesRook Negotiator, or both) as agreed at the time of purchase or subsequently added to your subscription. We reserve the right to modify, update, add features to, or discontinue features of the Services at any time. Any material changes to the Services will be communicated to you via email or notification within the platform. Continued use of our Services after such modifications will constitute acknowledgment and agreement of the modified Services.

(c) Modifications to Terms. We reserve the right to modify or update this Agreement at any time. Any changes to the Agreement will be communicated to you via email or through notifications within our platform. Continued use of our Services after such modifications will constitute acknowledgment and agreement of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services and terminate your subscription in accordance with Section 5. However, if we make material changes that significantly reduce core functionality of the Services or materially increase your fees beyond normal pricing adjustments described in Section 5.9, you may terminate this Agreement by providing written notice to [email protected] within thirty (30) days of our notice of the change. In such case, termination will take effect at the end of your then-current billing cycle, the standard notice periods in Section 5.7 shall not apply, and we will refund any prepaid fees for unused subscription periods on a pro-rata basis.

(d) Confidentiality. We agree not to disclose, reveal, or make use of any Confidential Information learned during our business relationship. Confidential Information includes information disclosed in connection with this Agreement relating to your business operations, customer data, and proprietary information, and shall not include information rightfully obtained from a third party or information that is publicly available.

(e) Use of Client Work in Marketing. We reserve the right to identify you as a client and to display information about our work with you, including case studies, statistical results (such as ROI, revenue, conversions, enquiries, and traffic generated), and testimonials in our marketing materials, on our website, in articles, and in advertising, unless you expressly request in writing that we not display such information.

2. SERVICE DESCRIPTION

2.1 Overview

SalesRook Ltd provides AI-powered communication automation and CRM integration tools specifically designed for UK estate agents and mortgage brokers. Our platform processes property enquiries, qualifies leads, identifies business opportunities, and integrates with industry-standard CRM systems. The Services are delivered through two product offerings: SalesRook Core and SalesRook Negotiator.

2.2 SalesRook Core

SalesRook Core is an AI-powered platform that automates customer communication and lead management through WhatsApp, SMS, and voice channels. The Service includes:

(a) Automated Communication Management

• AI personas that engage with property enquiries via WhatsApp 24/7
• Automated lead qualification through conversational AI
• Multi-channel communication (WhatsApp, SMS, voice calls)
• Response automation for enquiries from property portals (Rightmove, Zoopla, OnTheMarket, etc.)
• WhatsApp broadcast messaging capabilities for bulk communications

(b) Business Opportunity Identification

• Automatic identification of valuation opportunities from buyer/tenant enquiries
• Mortgage referral opportunity detection
• Cross-branch lead routing based on property location
• Hidden opportunity discovery from incoming communications

(c) CRM Integration

Bidirectional integration with industry-standard CRM systems including Reapit, Alto, LeadPro, Homeflow, Street, and others. Integration capabilities include automatic contact creation, message logging, lead status updates, and data synchronisation.

2.3 SalesRook Negotiator

SalesRook Negotiator is a Chrome browser extension that enables estate agents to sync WhatsApp conversations from their personal WhatsApp Business accounts directly into their Reapit CRM. The Service includes:

(a) WhatsApp-Reapit Synchronisation

• Real-time syncing of WhatsApp conversations to Reapit contact records
• Bidirectional communication between WhatsApp Web and Reapit
• Message history logging for compliance and audit trails
• Contact linking between WhatsApp and Reapit databases

(b) Workflow Enhancement

• Initiate WhatsApp conversations directly from Reapit contact records
• Eliminate manual contact saving and data entry

(c) Data Analytics and Performance Reporting

• Dashboard access for usage monitoring and performance metrics
• Token consumption tracking and reporting
• Lead qualification and conversion analytics
• Communication performance insights
• ROI and business impact reporting

(d) Token-Based Usage Model

• SalesRook Core operates on a token consumption model where tokens (SRTs) are consumed for WhatsApp messages, SMS, AI processing, API calls, and voice services
• Monthly token allocations are provided as part of your subscription package
• Usage monitoring available through the platform dashboard
• Overage charges apply for consumption beyond monthly allocation

2.4 What We Do Not Provide

For clarity, the Services do not include:

• Guaranteed business outcomes, revenue targets, or specific performance results
• Management of your CRM system or data quality
• Creation or management of your property listings
• Direct customer service on your behalf (AI personas operate under your business identity)
• Human call centre or answering services
• Legal, financial, or regulatory compliance advice specific to your business
• Guaranteed AI accuracy or elimination of all errors in AI-generated content

2.5 Service Availability and Limitations

(a) General Availability. While we strive to ensure our Services are available 24/7, there may be times when they are unavailable due to scheduled maintenance, system updates, or unforeseen technical circumstances. We will make reasonable efforts to notify you of any scheduled maintenance or significant service disruptions in advance where practicable.

(b) Uptime Commitment. We make commercially reasonable efforts to maintain high availability of SalesRook Core and SalesRook Negotiator during each calendar month, excluding scheduled maintenance windows. Scheduled maintenance will be communicated with at least 48 hours notice where practicable.

(c) Lead Source System Dependencies and Disclaimers. SalesRook Services rely on receiving Leads from Lead Source Systems including Property Portals (Rightmove, Zoopla, OnTheMarket), your company website, and other third-party platforms. You acknowledge and agree that:

• (i) Third-Party Transmission Quality: We have no control over the format, completeness, accuracy, timing, or delivery reliability of Leads transmitted to us from Lead Source Systems. Property Portals and website providers may experience technical issues, API downtime, email delivery failures, formatting changes, or data quality problems that impact our ability to process Leads.
• (ii) Lead Data Quality: We are not responsible for incomplete, inaccurate, duplicate, or malformed Lead data received from Lead Source Systems. Our AI Personas can only process and respond to Leads based on the information actually received by our platform.
• (iii) Delivery Delays and Failures: Leads may be delayed, lost, or fail to reach SalesRook due to email server issues, API outages, spam filtering, network problems, or other technical issues with Lead Source Systems. We are not liable for missed opportunities resulting from Lead transmission failures beyond our control.
• (iv) Portal and Website Configuration: We will work with you to configure your Property Portal accounts and website contact forms to forward Leads to SalesRook, and may liaise directly with Property Portals on your behalf. However, we can only process Leads that are actually received by our systems. If Leads are generated but not transmitted to us due to portal configuration errors or technical issues with Lead Source Systems, we have no way of knowing those Leads exist. You remain responsible for monitoring expected Lead volumes and alerting us promptly if you suspect Leads are being generated but not reaching SalesRook.
• (v) Lead Volume Fluctuations: Lead volumes may fluctuate based on market conditions, Property Portal algorithm changes, your listing visibility, marketing spend, and other factors outside SalesRook's control. We make no guarantees regarding Lead volume, Lead quality, or conversion rates.
• (vi) Monitoring and Notification: While we monitor inbound Lead volumes and will make reasonable efforts to notify you of apparent technical issues affecting Lead delivery, you remain responsible for monitoring your own Lead Source Systems and alerting us to any suspected problems with Lead transmission.

(d) AI Technology Limitations. Our Services utilise large language models and artificial intelligence technology which, while sophisticated, may occasionally produce inaccurate outputs, incomplete information, or require human verification. Customer acknowledges responsibility for reviewing and validating AI-generated communications before relying on them for business decisions.

(e) Third-Party Platform Dependencies. Our Services integrate with and depend upon third-party platforms including WhatsApp (Meta), CRM providers, AI model providers (OpenAI, Google Gemini, Anthropic Claude), and cloud infrastructure (Google Cloud Platform). Service availability may be impacted by third-party outages beyond our control.

(f) Browser Extension Limitations and Third-Party Interface Dependencies. SalesRook Negotiator operates as a Chrome browser extension that integrates with WhatsApp Web, a third-party web interface controlled by Meta. You acknowledge and agree that:

• (i) WhatsApp Web is subject to frequent unannounced updates and interface changes by Meta that can cause the Negotiator extension to malfunction or cease functioning entirely without warning or advance notice to SalesRook.
• (ii) When WhatsApp Web interface changes occur, we rely on user reports and our own monitoring to detect issues, and must then develop, test, and deploy fixes as quickly as practicable. Resolution timeframes depend on the complexity of the changes made by Meta and are beyond our control.
• (iii) Service disruptions caused by WhatsApp Web updates do not constitute a breach of this Agreement or failure to provide the Services. These disruptions are an inherent limitation of browser extension technology that interfaces with third-party platforms we do not control.
• (iv) The Negotiator extension requires an active Chrome browser session and WhatsApp Web connection. It processes data in transit between WhatsApp Web and Reapit CRM and does not store message content on SalesRook servers.
• (v) We will make reasonable efforts to restore functionality as quickly as possible following any WhatsApp Web changes, but cannot guarantee specific resolution timeframes or prevent such disruptions from occurring.

2.6 Customer Support

SalesRook provides email support at [email protected] during UK business hours (Monday-Friday, 9:00 AM - 5:30 PM GMT/BST, excluding UK public holidays) with commercially reasonable response times based on the nature and severity of your enquiry. We will make reasonable efforts to respond to urgent technical issues affecting service availability within 4 hours during business hours. Specific support service level agreements with defined response times and escalation procedures may be agreed in separate Order Forms or support schedules for enterprise customers.

3. PRIVACY AND YOUR RESPONSIBILITIES

By accepting these Terms, you are also agreeing to our Privacy Policy and Data Processing Agreement.

3.1 Your Privacy Obligations

You are responsible for maintaining your own privacy policy that covers any data you collect and any data or personal customer information that the Company may provide to you or process on your behalf at any time during or after the term of this Agreement.

3.2 Data Compliance Representations

You affirm and warrant that:

• (a) Any data or personal customer information you provide to the Company complies with all applicable data protection regulations, including but not limited to the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and other regional data protection laws.
• (b) You have obtained all necessary consents, permissions, and legal bases required to collect, process, and share personal data with SalesRook for the purposes of providing the Services.

3.3 Limitation of Company Liability

The Company shall have no liability for any data collection, processing, or management practices that do not meet applicable legal standards where such practices originate from your business operations, your instructions, or data you have provided to us. You agree to indemnify and hold harmless the Company from any claims, fines, or penalties arising from your data protection compliance failures.

4. CUSTOMER RESPONSIBILITIES AND ENGAGEMENT REQUIREMENTS

4.1 Nature of the Services

SalesRook operates as a software provider supplying AI-powered automation tools. While we provide implementation support, ongoing technical assistance, and may offer recommendations, our role does not extend to guaranteeing the successful operation of your business or specific business outcomes. The effectiveness of our Services depends significantly on your active engagement with the platform and proper utilisation of the tools provided.

4.2 Your Active Participation Obligations

To maximise the benefits of SalesRook Services, you commit to:

• (a) Timely Responsiveness: Ensuring prompt responses to scheduled appointments, phone calls, emails, and notifications generated by the platform. The AI Personas engage leads on your behalf, but human follow-up remains your responsibility for qualified leads requiring viewing bookings, negotiations, or other direct agent involvement.
• (b) Platform Engagement: Maintaining regular interaction with the SalesRook platform, including monitoring lead queues, reviewing AI-generated communications for quality control, managing team access and permissions, and overseeing performance metrics through the provided dashboards.
• (c) Quality Oversight: Reviewing AI Persona conversations periodically to ensure accuracy, brand alignment, and compliance with your business practices. While our AI is sophisticated, human oversight is essential to catch errors, refine messaging, and maintain quality standards.
• (d) Constructive Feedback: Providing timely feedback on software bugs, performance issues, AI accuracy concerns, feature requests, or areas for improvement. Your feedback is essential for ongoing product development and ensuring the platform meets your business needs.

4.3 Information and Materials Provision

You agree to provide SalesRook with all information, materials, and resources reasonably necessary to deliver the Services, including:

• (a) Access credentials for CRM systems, Property Portal accounts, and other integrated platforms as required for setup and ongoing operation.
• (b) Business information required for AI Persona configuration, including brand guidelines, common questions and answers, property information, service area details, and operational procedures.
• (c) Sales performance data, lead volume expectations, and other metrics reasonably requested to optimise platform performance and provide accurate usage forecasting.
• (d) Timely approval of setup materials, including AI knowledge base content, conversation flows, and integration configurations.

4.4 Review and Approval Timelines

When SalesRook provides materials for your review and approval during onboarding or platform updates (such as AI knowledge base content, conversation scripts, or workflow configurations), you agree to review and provide feedback within five (5) business days. If you do not provide feedback or request changes within this timeframe, the materials will be considered approved and may be published or implemented. Should you request changes after this approval period, we will make reasonable efforts to accommodate revisions, but you acknowledge that delays or complications arising from late-stage changes are not the responsibility of SalesRook.

4.5 Consequences of Non-Engagement

Your active engagement is critical both for your individual success and for the continuous improvement of the SalesRook platform. Should you fail to fulfill the responsibilities outlined in Sections 4.2, 4.3, or 4.4 above, we will issue a written notice reminding you of your commitments under this Agreement.

If you continue to neglect these responsibilities after receiving written notice, SalesRook reserves the right to consider such failure as a material breach of this Agreement. In such circumstances, we may terminate this Agreement in accordance with Section 5.7, and you will not be entitled to a refund of any payments already made to the Company. Additionally, we may suspend Services until you demonstrate renewed engagement with your obligations under this Agreement.

5. PAYMENT, TOKENS, AND TERMINATION

5.1 Subscription Fees and Payment Schedule

(a) Initial Payment: Upon execution of this Agreement, you agree to pay SalesRook Ltd the amounts mutually agreed upon, which may include a setup fee, onboarding fee, and/or the first period's subscription fee as specified in your order confirmation.

(b) Recurring Subscription Payments: Ongoing subscription fees will be charged at the start of each Service Period (monthly, quarterly, or as otherwise agreed in writing). Payments will be automatically charged to the payment method you provided at signup or subsequently updated in your account.

(c) Payment Methods: For customers based in the UK, Europe, or USA, we require pre-authorised recurring payments via Direct Debit, ACH, SEPA, or credit/debit card. If you are unable to set up Direct Debit, ACH, or SEPA, you agree to use credit card pre-authorization subject to a 5% processing surcharge.

(d) Payment Authorization: You authorise SalesRook Ltd to initiate charges to your provided payment method through our payment processors (Stripe, GoCardless, or other providers selected by the Company). This authorization remains in effect until you terminate it in writing in accordance with the termination provisions in Section 5.7, and you agree to notify the Company in writing of any changes to your payment information at least 14 days prior to the next billing date.

5.2 Setup, Onboarding, and Launch Process

(a) Onboarding Process Overview: Upon signing this Agreement and completing payment authorization, you will begin the onboarding process which includes:

• Completing a Direct Debit authorization via GoCardless (or alternative payment method setup)
• Selecting an onboarding call date from our calendar
• Completing an onboarding questionnaire providing basic business information
• Attending the scheduled onboarding call via Zoom with the SalesRook team
• Providing necessary technical access and configuration information
• Scheduling and completing a team orientation call before going live

(b) Technical Enablement Requirements: To complete onboarding and launch your Services, you must provide SalesRook with:

• Access to your Meta Business Suite for WhatsApp integration
• Confirmed qualification question flows and AI Persona configuration details
• Postcode coverage areas for each branch (for valuation lead routing)
• CRM integration access (API keys, app installations, or access credentials as applicable)
• Introductions to third-party suppliers (such as website providers) where integration is required
• Scheduling and completion of a team orientation call with your staff

(c) Launch Timeline: SalesRook will make reasonable efforts to complete setup and go live within two (2) weeks of your onboarding call, provided you have completed all Technical Enablement Requirements in subsection (b) above. However, the actual launch date is dependent on your timely provision of required access, information, and completion of the team orientation call.

(d) Delays Due to Customer Enablement: If launch is delayed beyond two (2) weeks from your onboarding call due to your failure to provide required access, information, or scheduling of the orientation call, you acknowledge that:

• Your monthly subscription fee will continue to be charged at the start of each billing cycle regardless of launch status
• SalesRook is not responsible for delays caused by your failure to complete Technical Enablement Requirements
• You will not receive a refund for subscription fees charged during the pre-launch period

(e) Subscription Credits for Extended Onboarding: If you are charged monthly subscription fees for the second or subsequent months while still in the pre-launch onboarding phase due to delays in completing your Technical Enablement Requirements, SalesRook will credit an equivalent token value to your account once Services go live. These credits will be applied to future token usage charges. However, no cash refunds will be provided for subscription fees charged during extended onboarding periods.

(f) Onboarding Fee Payment: Any one-time onboarding or setup fees are due and payable in full at the time of signing this Agreement. Onboarding fees are non-refundable once the onboarding process has commenced.

(g) Monthly Subscription Commencement: Your monthly subscription fee begins on the date you execute this Agreement and will be charged at the start of each monthly billing cycle thereafter, regardless of whether Services have launched or are actively being used.

5.3 SalesRook Tokens (SRTs) and Usage-Based Billing

(a) Token-Based Consumption Model: SalesRook Core operates on a token consumption model. SalesRook Tokens (SRTs) are consumed when the platform performs actions including:

• Exchanging WhatsApp messages (sending and receiving)
• Exchanging SMS messages (sending and receiving)
• Processing AI requests and generating responses
• Making API calls to integrated CRM systems and other platforms
• Conducting VoIP voice calls (inbound and outbound)
• Processing and analysing Lead data
• WhatsApp broadcast messaging
• SalesRook Negotiator Chrome extension API usage

(b) Monthly Token Allocation: You will be allocated a monthly quota of SRTs as specified in your subscription agreement. Your included monthly token allocation is displayed in your Token Wallet within the SalesRook platform. If you are unsure of your allocation at any time, you may contact [email protected] for confirmation.

(c) Token Monitoring: You have access to a Token Wallet within the SalesRook platform where you can monitor your monthly allocation, track real-time consumption, view usage breakdowns by service type, and review daily and monthly reports. You are responsible for monitoring your token usage through this dashboard.

(d) Token Allocation Period: Monthly token allocations do not roll over to subsequent months unless otherwise agreed in writing. Unused tokens expire at the end of each monthly billing cycle.

5.4 Token Usage Charges

(a) Usage Forecasts: During the sales process, you will typically receive a forecast of expected token consumption based on your anticipated lead volumes and service usage. These forecasts are estimates only and actual consumption may vary significantly based on conversation complexity, Lead volumes, service features utilised, and other factors.

(b) Token Pricing Transparency: Indicative token pricing and usage examples are available on our pricing page. However, you acknowledge that:

• Pricing represents guidelines based on average client usage across simple and complex implementations
• Your actual token consumption rate may differ from published guidelines depending on your specific usage patterns, conversation complexity, use of phone calls, broadcasts, Negotiator extension usage, and other factors
• Token pricing consolidates costs from multiple third-party services (AI processing, WhatsApp API, SMS, telephony) whose market rates fluctuate

(c) Liability for Token Usage: You are liable for all charges incurred from token consumption during each billing period, regardless of whether actual usage exceeds forecasted amounts. Consumption beyond your included monthly allocation will be charged at the applicable token rates.

(d) Performance Reports and Billing: At the end of each billing period, SalesRook will:

• Provide a performance report detailing your usage metrics including tokens consumed, leads handled, conversation volumes, and service type breakdown
• Invoice you for the total token consumption charges for that billing period
• Automatically charge the invoiced amount to your payment method on file

(e) Billing Timing: Token usage charges are billed in arrears following each monthly billing cycle and will be charged automatically to your payment method on file.

(f) Service Freeze Option (Not Recommended): You may request in writing (with 7 days notice to [email protected]) that SalesRook freezes Services upon reaching your monthly token quota rather than incurring additional usage charges. However, we do not recommend this option as service freezing may result in service outages, missed Lead opportunities, and business disruptions, for which you assume full liability. All token charges accrued before the service freeze takes effect remain due and payable immediately.

5.5 Failed Payments and Service Suspension

(a) If you fail to make any required payment when due, the Company may immediately suspend Services until payment is made in full, including any applicable late fees.

(b) We will attempt to notify you of failed payments via email and platform notifications. Services may be suspended without further notice if payment is not received within 7 days of the original due date.

(c) Suspension due to non-payment does not relieve you of payment obligations or terminate this Agreement. You remain liable for all subscription fees and token charges incurred during the suspension period.

5.6 Minimum Term and Cancellation Restrictions

(a) Minimum Commitment Period: You may not cancel this Agreement during the setup/onboarding process or within the first one (1) month following your Launch Date. This minimum commitment ensures both parties can meaningfully engage with the Services.

(b) Cancellation After Minimum Period: After completing the one-month minimum commitment period, you may terminate this Agreement subject to the notice requirements in Section 5.7 below.

5.7 Termination Notice Requirements

(a) Customers Active for Less Than 3 Months: If you have been actively using the Services for less than three (3) complete calendar months following your Launch Date, you may terminate this Agreement by providing written notice to [email protected] at least thirty (30) days prior to your intended termination date.

(b) Customers Active for 3 Months or More: If you have been actively using the Services for three (3) or more complete calendar months following your Launch Date, you must provide written notice to [email protected] at least ninety (90) days prior to your intended termination date.

(c) Notice Requirements: Termination notice must be in writing, sent to [email protected], and must clearly state your intention to terminate and your desired termination date. Verbal notice, messages within the platform, or communications to other email addresses do not constitute valid termination notice.

(d) Continued Service During Notice Period: Services will continue during the applicable notice period (30 or 90 days), and you remain liable for all subscription fees, token usage, and other charges incurred during this period. You cannot reduce usage or suspend Services during the notice period to avoid fees.

(e) Payment Obligations During Notice Period: All scheduled payments, including monthly subscription fees and token usage charges, remain due and payable during the entire notice period. Failure to pay during the notice period constitutes a breach of this Agreement and may result in immediate service suspension and legal action for recovery of amounts owed.

(f) Automatic Renewal: Your subscription automatically renews for successive terms unless you provide proper written notice of termination as specified in subsections (a) or (b) above. Automatic renewal occurs at the then-current subscription rates, which may be adjusted in accordance with Section 5.9.

(g) Effective Date of Termination: Termination takes effect at the end of the applicable notice period. There are no refunds or pro-rated amounts for partial billing periods. If your notice period ends mid-month, termination will occur at the end of that monthly billing cycle, and you will be charged for the complete final month.

5.8 Termination by SalesRook

SalesRook reserves the right to terminate this Agreement immediately without refund if:

• (a) You materially breach any provision of this Agreement and fail to cure such breach within 14 days of written notice.
• (b) You repeatedly fail to fulfill your Customer Responsibilities under Section 4 despite written warnings.
• (c) You engage in fraudulent activity, initiate chargebacks without good faith dispute resolution attempts, or otherwise violate the Good Faith provisions in Section 12.
• (d) You violate the Acceptable Use Policy in Section 6 or your use of the Services violates applicable laws, regulations, or third-party terms of service (including WhatsApp Terms of Service or CRM provider terms).
• (e) You fail to make required payments as specified in Section 5.5.
• (f) Your account activity poses security, legal, or reputational risks to SalesRook or other customers.

5.9 Pricing and Subscription Adjustments

(a) Subscription Tier Adjustments Based on Lead Volume: Your monthly subscription fee is based on your anticipated monthly lead volumes as agreed at the time of signup. If your actual lead volumes consistently exceed or fall below the thresholds for your current subscription tier, SalesRook may adjust your monthly subscription fee to a more appropriate tier. We will provide at least thirty (30) days written notice before implementing any subscription tier changes, and you will have the opportunity to discuss the adjustment with us.

(b) Token Pricing Variability: SalesRook Tokens (SRTs) are currently priced at £30 per 10,000 tokens as shown on your invoices. This token pricing may be adjusted from time to time based on multiple factors including computational resources, AI processing capabilities, third-party communication service costs (WhatsApp, SMS, telephony), infrastructure costs, technological advancements, and ongoing platform development. You acknowledge that:

• (i) The number of tokens consumed to deliver Services will vary based on conversation complexity, message volumes, AI processing requirements, and other technical factors beyond your direct control.
• (ii) Token pricing (the £ per 10,000 tokens rate) may be adjusted from time to time, with reasonable advance notice where commercially practicable, to reflect changes in our cost structure, technology enhancements, and market conditions.
• (iii) Your total monthly token costs will vary based on your actual usage (number of tokens consumed) and the then-current token pricing rate. SalesRook will provide transparent reporting of your token consumption volumes and total token costs through monthly performance reports and invoicing.

(c) Value Optimisation Collaboration: If at any point you believe the cost of Services does not represent good value for money, you are encouraged to contact [email protected]. SalesRook will work collaboratively with you to explore options for optimizing service efficiency, which may include:

• Adjusting conversation complexity or AI processing depth
• Modifying which types of Leads are processed through the platform
• Reducing optional features or service components
• Implementing service freeze thresholds for specific Lead sources
• Other customizations to better align costs with your business needs

(d) All other terms of this Agreement, including termination notice requirements in Section 5.7, apply regardless of any pricing discussions or optimization efforts.

6. ACCEPTABLE USE POLICY

You agree to use the Services only for lawful purposes and in accordance with this Agreement. You must comply with all applicable laws, regulations, and third-party terms of service including WhatsApp Business Terms of Service, CRM provider terms, and Property Portal terms.

You agree not to use the Services to:

• Send unsolicited commercial messages (spam) or violate anti-spam laws
• Transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity
• Violate any applicable laws, regulations, or industry codes of conduct
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks
• Use the Services in any manner that could damage, disable, overburden, or impair the Services
• Use any robot, spider, scraper, or other automated means to access the Services for any purpose
• Reverse engineer, decompile, or disassemble any aspect of the Services

Violation of this Acceptable Use Policy may result in immediate suspension or termination of Services without refund.

7. DATA PROCESSING AND PROTECTION

7.1 Data Processing Agreement

Our Data Processing Agreement forms part of this Agreement and sets out the terms on which we process personal data on your behalf.

7.2 Data Controller and Processor Roles

For the purposes of UK GDPR and the Data Protection Act 2018, you are the Data Controller of personal data processed through the Services, and SalesRook acts as Data Processor on your behalf.

7.3 Types of Data Processed

The Services process the following categories of personal data:

• Contact information (names, phone numbers, email addresses)
• Property enquiry data and preferences
• Conversation histories via WhatsApp, SMS, and voice
• CRM records and transaction data
• Usage data and analytics

7.4 Data Retention

We retain Customer Data for the duration of your subscription plus a reasonable period thereafter to allow for data export. Upon termination, you may request data export in accordance with Section 5.10. After the data export period, Customer Data will be deleted in accordance with our data retention policies.

7.5 Data Subject Rights

We will provide reasonable assistance to you in responding to data subject rights requests where such requests relate to data processed through our Services. This may include:

• Providing data exports in machine-readable formats (CSV, JSON)
• Confirming deletion of data from our systems
• Providing information about processing activities
• Technical assistance in locating specific data

7.6 Sub-Processors

(a) Authorization of Sub-Processors: You acknowledge and agree that SalesRook engages third-party sub-processors to provide certain elements of the Services. Current sub-processors include:

• Google Cloud Platform (Google LLC) - Cloud infrastructure and hosting
• Meta Platforms, Inc. - WhatsApp Business API services
• OpenAI, L.L.C. - AI language model processing
• Google LLC - Gemini AI model processing
• Anthropic PBC - Claude AI model processing
• Reapit Ltd - CRM integration (where applicable)
• Stripe, Inc. - Payment processing
• GoCardless Ltd - Direct Debit payment processing

(b) Sub-Processor Standards: All sub-processors are contractually bound to:

• Process data only as instructed by SalesRook
• Maintain security measures comparable to those described in Section 8
• Comply with applicable data protection laws
• Notify SalesRook of any data breaches

(c) Changes to Sub-Processors: SalesRook may add or replace sub-processors from time to time as necessary to provide or improve the Services. An updated list of sub-processors is available upon request to [email protected].

7.7 International Data Transfers

(a) Transfer Mechanisms: SalesRook may transfer personal data outside of the United Kingdom and European Economic Area (EEA) to countries that may not provide equivalent levels of data protection. Where such transfers occur, SalesRook implements appropriate safeguards including:

• Adequacy Decisions: Transfers to countries recognised by the UK Government or European Commission as providing adequate data protection
• Standard Contractual Clauses (SCCs): For transfers to countries without adequacy decisions
• Data Processing Agreements: All sub-processors handling personal data in third countries are bound by contracts incorporating appropriate transfer mechanisms

(b) Current International Transfers: Personal data processed through the Services may be transferred to:

• United States: Google Cloud Platform, Meta/WhatsApp, OpenAI, Stripe
• European Economic Area: Various cloud infrastructure and service providers

8. DATA SECURITY

8.1 Security Measures

(a) Technical and Organizational Measures: SalesRook employs robust technical and organisational security measures to protect personal data processed through the Services, including:

Technical Security Controls:

• Encryption: All data in transit is encrypted using TLS 1.3 or higher. Data at rest is encrypted using AES-256 encryption or equivalent standards.
• Access Controls: Role-based access controls (RBAC) limit employee access to personal data based on job function and need-to-know principles.
• Multi-Factor Authentication: MFA is required for all administrative access to systems processing personal data.
• Network Security: Firewalls, intrusion detection systems, and secure network architecture protect against unauthorised access.
• Vulnerability Management: Regular security scanning, penetration testing, and patch management processes address security vulnerabilities.
• Secure Development: Security-by-design principles, code reviews, and security testing are integrated into our software development lifecycle.

Organizational Security Controls:

• Security Policies: Comprehensive information security policies govern employee conduct and system management.
• Employee Training: All employees complete security awareness training and are bound by confidentiality obligations.
• Vendor Management: Third-party sub-processors are assessed for security capabilities and contractually bound to maintain appropriate security standards.
• Incident Response: Documented incident response procedures enable rapid detection and response to security events.
• Business Continuity: Backup and disaster recovery procedures ensure data availability and resilience.

(b) Security Standards Alignment: Our security program aligns with industry standards including ISO 27001 framework, OWASP security best practices, and NIST Cybersecurity Framework principles.

8.2 Data Breach Notification

(a) Breach Definition: A personal data breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data processed through the Services.

(b) Notification to You: In the event that SalesRook becomes aware of a personal data breach affecting data processed on your behalf, we will notify you without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach. Notification will include:

• Description of the nature of the breach, including categories and approximate number of data subjects affected
• Description of the likely consequences of the breach
• Description of measures taken or proposed to address the breach and mitigate potential adverse effects
• Contact details for further information ([email protected])

(c) Your Notification Obligations: You acknowledge that as Data Controller, you are responsible for:

• Assessing whether the breach requires notification to the supervisory authority (Information Commissioner's Office) within 72 hours of becoming aware of it
• Determining whether affected data subjects must be notified
• Making any required notifications to authorities and data subjects in accordance with UK GDPR requirements

8.3 Customer Security Responsibilities

While SalesRook implements robust security measures, the security of your data also depends on your practices. You are responsible for:

• (a) Account Security: Maintaining the security of your login credentials, implementing strong passwords, enabling multi-factor authentication where available, and promptly notifying us of any unauthorised access to your account.
• (b) Access Management: Properly managing user access within your organisation, promptly revoking access for former employees or contractors, and ensuring users only have access to data required for their roles.
• (c) Configuration: Properly configuring security settings within the platform, including CRM integration permissions, team access controls, and data sharing settings.
• (d) Incident Reporting: Promptly reporting any suspected security incidents, data breaches, or unauthorised access to [email protected].

9. DISCLAIMERS

9.1 AI and Performance Disclaimers

Our Services utilise artificial intelligence technology and automated communication systems which, while sophisticated, are subject to inherent limitations and variability. You acknowledge and agree that:

• AI Accuracy Limitations: AI-generated content may occasionally produce inaccurate, incomplete, or erroneous outputs including but not limited to incorrect contact information, company names, addresses, phone numbers, property details, or other data ("AI Hallucinations"). AI technology, while continuously improving, cannot guarantee 100% accuracy in all interactions. You acknowledge that AI-generated content requires human oversight and verification, particularly for critical business decisions, financial information, or legally binding commitments.
• Performance Metrics Variability: Advertised performance metrics including but not limited to WhatsApp response rates, lead qualification rates, conversion rates, valuation opportunity identification rates, and time savings are based on aggregate data across multiple clients, market conditions, and time periods. Individual results may vary significantly based on factors including market conditions, quality and volume of incoming Leads, and your engagement with qualified leads and follow-up practices.

9.2 No Guaranteed Results

We do not guarantee any specific business outcomes, revenue increases, cost savings, or performance improvements from using the Services. Success depends on many factors outside our control including market conditions, your business practices, lead quality, and customer behaviour.

9.3 Third-Party Dependencies

The Services depend on third-party platforms and services that are outside our control. We are not responsible for any service interruptions, data loss, or other issues caused by third-party platform outages, changes, or discontinuation.

9.4 Entire Disclaimer

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, SALESROOK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
• IMPLIED WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. In such jurisdictions, our warranties are limited to the maximum extent permitted by law.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Definition of Intellectual Property Rights

"Intellectual Property Rights" means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered.

10.2 Customer-Provided Content

(a) Your Ownership: You retain ownership of all intellectual property rights in text, images, data, property information, brand materials, and other content you provide to SalesRook ("Customer Content").

(b) License to SalesRook: By providing Customer Content to SalesRook, you grant us a non-exclusive, worldwide, royalty-free license to use, process, store, display, and transmit Customer Content solely for the purposes of providing the Services to you.

10.3 Customer Data Ownership and AI Training

(a) Your Data Ownership: You retain ownership of all Customer Data collected through the Services, including contact information, conversation histories, lead data, and analytics.

(b) Aggregated and Anonymised Data: You acknowledge and agree that SalesRook may use aggregated and anonymised data derived from your use of the Services to:

• Train and improve our artificial intelligence models
• Enhance service features and functionality
• Generate industry benchmarks and insights
• Improve platform performance and user experience

Opt-Out Right: You may opt out of having your data (even in anonymised form) used for AI model training by providing written notice to [email protected]. Such opt-out will take effect within thirty (30) days of our receipt of your notice.

10.4 SalesRook Intellectual Property

(a) Company Ownership: SalesRook owns and retains all intellectual property rights in and to:

• The SalesRook platform, software, and technology infrastructure
• All source code, algorithms, and software architecture
• AI models, training methodologies, and machine learning systems (excluding third-party models)
• SalesRook brand, trademarks, logos, and marketing materials
• Platform features, functionality, and user interfaces
• Documentation, training materials, and knowledge base content

(b) No Transfer of Rights: Nothing in this Agreement transfers ownership of or grants rights to SalesRook's intellectual property to you, except for the limited license to use the Services as described below.

10.5 License to Use Services

(a) License Grant: Subject to your compliance with this Agreement and payment of applicable fees, SalesRook grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the term of your subscription solely for your internal business purposes.

(b) License Restrictions: You may not:

• Copy, modify, or create derivative works of the Services or any component thereof
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services
• Rent, lease, sublicense, sell, assign, or transfer your rights to the Services
• Remove, alter, or obscure any proprietary notices from the Services
• Use the Services to build a competitive product or service

(c) License Termination: This license automatically terminates upon termination of this Agreement for any reason.

11. NON-DISPARAGEMENT

11.1 Mutual Non-Disparagement Obligation

Both parties agree and accept that disputes shall be resolved through the mechanisms set forth in Section 16 of this Agreement. Both parties agree that they will not engage in any conduct or communications with third parties, whether public or private, designed to disparage the other party.

11.2 Customer Obligations

You shall not make any false, disparaging, derogatory, or defamatory statements in public or private regarding SalesRook, its employees, agents, Services, or business practices. This includes but is not limited to statements made:

• On social media platforms
• In online reviews or rating sites
• In industry forums or professional networks
• In communications with other businesses or customers
• In media interviews or publications

11.3 Legitimate Complaints and Reviews

This non-disparagement clause does not prohibit you from:

• Providing honest, factual feedback directly to SalesRook about service issues
• Posting truthful reviews based on your actual experience with the Services
• Responding to questions about your experience when directly asked
• Reporting genuine concerns to regulatory authorities
• Making statements required by law or legal process

However, all complaints should first be directed to SalesRook through the dispute resolution process before being made public, and public statements should be factual, measured, and made in good faith.

12. GOOD FAITH

12.1 Good Faith Representation

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to act in good faith, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

12.2 Good Faith Obligations

Acting in good faith includes but is not limited to:

• Providing accurate and complete information during sales discussions and onboarding
• Making reasonable efforts to fulfill obligations under this Agreement
• Communicating openly and honestly about issues, concerns, or problems
• Not deliberately attempting to circumvent the terms of this Agreement
• Making reasonable efforts to resolve disputes through direct communication before escalation
• Not engaging in fraudulent, deceptive, or bad faith conduct

12.3 Examples of Bad Faith Conduct

Bad faith conduct includes but is not limited to:

• Providing false or misleading information during signup or onboarding
• Initiating chargebacks without attempting to resolve disputes directly with SalesRook
• Deliberately violating third-party terms of service in ways that harm SalesRook
• Attempting to reverse engineer or copy SalesRook's proprietary technology
• Using the Services in ways clearly outside their intended purpose to avoid proper charges
• Making unfounded or exaggerated complaints publicly without first seeking resolution
• Refusing to engage in reasonable dispute resolution efforts

12.4 Consequences of Bad Faith

Violation of the good faith obligation may be considered a material breach of this Agreement and may result in immediate termination without refund in accordance with Section 5.8, as well as potential legal action for damages.

13. INDEMNIFICATION

13.1 Mutual Indemnification

Each party shall indemnify, defend, and hold harmless the other party, its current and former employees, officers, directors, contractors, and agents, from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• (a) The negligence, recklessness, or willful misconduct of the indemnifying party or any party under the direction or control of the indemnifying party
• (b) A material breach of this Agreement by the indemnifying party
• (c) The damage, loss, or destruction of any property, or injury to any person caused by the indemnifying party

13.2 Customer-Specific Indemnification Obligations

In addition to the mutual indemnification above, you agree to indemnify, defend, and hold harmless SalesRook from and against any claims arising from or relating to:

• (a) Your Content and Data: Claims that Customer Content or Customer Data you provide infringes third-party intellectual property rights or violates applicable laws
• (b) Your Use of the Services: Claims arising from your use of the Services, including violations of WhatsApp Terms of Service, misrepresentations made to your customers, violations of consumer protection laws, data protection violations arising from your instructions or data handling practices, and disputes with your customers, employees, or other third parties
• (c) Your Business Operations: Claims arising from your property transactions, tenant relationships, mortgage arrangements, or other business activities that are independent of the Services themselves
• (d) Third-Party Integrations: Claims arising from your CRM, website, Property Portal accounts, or other third-party systems you integrate with SalesRook

13.3 SalesRook-Specific Indemnification Obligations

SalesRook agrees to indemnify, defend, and hold you harmless from and against any claims that the Services, when used in accordance with this Agreement, infringe third-party intellectual property rights, provided that you:

• Promptly notify SalesRook in writing of any such claim
• Grant SalesRook sole control over the defense and settlement of the claim
• Provide reasonable cooperation in the defense of the claim

13.4 Indemnification Process

(a) Notice: The indemnified party must promptly notify the indemnifying party in writing of any claim for which indemnification is sought, including reasonable details of the claim.

(b) Control: The indemnifying party shall have the right to control the defense and settlement of any indemnified claim, provided that the indemnifying party may not settle any claim in a manner that admits liability on behalf of the indemnified party without prior written consent.

(c) Cooperation: The indemnified party shall provide reasonable cooperation in the defense of any claim, including providing access to relevant documents, information, and witnesses.

14. DISCLAIMER OF WARRANTIES

14.1 "As-Is" Provision of Services

THE SERVICES PROVIDED TO YOU BY SALESROOK UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED, OR STATUTORY.

14.2 Disclaimer of All Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALESROOK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

• (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• (b) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS
• (c) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, QUALITY, OR COMPLETENESS OF THE SERVICES, CONTENT, OR INFORMATION PROVIDED THROUGH THE SERVICES
• (d) WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE
• (e) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS

14.3 No Warranty for Third-Party Services

SalesRook makes no warranties regarding third-party services, platforms, or systems that integrate with or are used in connection with the Services, including but not limited to WhatsApp, CRMs, Property Portals, AI model providers, or payment processors.

14.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. Accordingly, some of the limitations in this Section may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

14.5 Acknowledgment

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT, INCLUDING THE DISCLAIMERS AND LIMITATIONS IN SECTIONS 9, 14, AND 15, REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SALESROOK.

15. LIMITATION OF LIABILITY

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SALESROOK, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• (b) LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOST SAVINGS
• (c) LOSS OF DATA, LOSS OF GOODWILL, OR LOSS OF USE
• (d) BUSINESS INTERRUPTION OR WORK STOPPAGE
• (e) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
• (f) ANY OTHER COMMERCIAL OR ECONOMIC LOSSES

15.2 Cap on Total Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALESROOK'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SALESROOK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

For enterprise customers with separately executed Order Forms, higher liability caps or tiered liability structures for specific categories of liability may be agreed in writing in such Order Form.

15.3 Exceptions to Liability Limitations

The limitations above do not apply to:

• (a) Your payment obligations under this Agreement (you remain liable for all fees owed)
• (b) Your indemnification obligations under Section 13
• (c) Liability arising from your breach of Section 10.5 (License Restrictions) or unauthorised use of our intellectual property
• (d) Liability for death or personal injury caused by our negligence
• (e) Liability for fraud, fraudulent misrepresentation, or willful misconduct
• (f) Any other liability that cannot be excluded or limited by applicable law

15.4 Basis of the Bargain

You acknowledge that the fees charged by SalesRook reflect the allocation of risk set forth in this Agreement and that SalesRook would not enter into this Agreement without these limitations on liability.

15.5 Multiple Claims

If you have multiple claims against SalesRook, whether related or unrelated, the total aggregate liability cap in Section 15.2 applies to all claims combined, not to each claim separately.

16. DISPUTE RESOLUTION

16.1 Informal Resolution Requirement

Before initiating any formal legal proceedings, the parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good faith negotiation. Either party may initiate informal resolution by providing written notice of the Dispute to the other party. The parties shall make reasonable efforts to resolve the Dispute within thirty (30) days of such notice.

16.2 Small Claims Court Option (Payment Disputes Only)

For Disputes solely relating to non-payment of undisputed fees where the total amount in dispute is less than £10,000 GBP, SalesRook may, at its discretion, pursue resolution through the courts of England and Wales instead of arbitration.

16.3 Binding Arbitration

If a Dispute is not resolved under Section 16.1 or Section 16.2 (where applicable), the Dispute shall be finally resolved by binding arbitration as follows:

• (a) Arbitration Rules and Institution: Arbitration shall be conducted in accordance with the London Court of International Arbitration (LCIA) Arbitration Rules.
• (b) Seat, Law, and Language: The seat of arbitration shall be London, England. The arbitration shall be conducted in English. The Arbitration Act 1996 shall apply.
• (c) Tribunal: The tribunal shall consist of a single arbitrator appointed by the LCIA Court, unless the parties agree otherwise.
• (d) Procedure: Arbitration may be conducted in person in London or remotely by video conference, as determined by the arbitrator.
• (e) Confidentiality: The arbitration proceedings, including all documents, evidence, and the arbitral award, shall be confidential except as required to enforce the award or comply with applicable law.
• (f) Award: The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

16.4 Class Action Waiver

To the maximum extent permitted by law, Disputes shall be conducted only on an individual basis. You waive any right to participate in any class, collective, or representative action against SalesRook.

16.5 Jury Trial Waiver

To the maximum extent permitted by law, each party waives the right to a jury trial in respect of any Dispute.

16.6 Equitable Relief

Nothing in this Section 16 prevents either party from seeking injunctive or other equitable relief in the courts of England and Wales to protect intellectual property rights or confidential information.

16.7 Survival

This Section 16 shall survive termination or expiry of this Agreement.

17. GOVERNING LAW AND SEVERABILITY

17.1 Governing Law

This Agreement and any disputes arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.

17.2 Jurisdiction

Subject to the arbitration provisions in Section 16, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

17.3 Severability

If any term, provision, covenant, or condition of this Agreement is held by an arbitrator, court of competent jurisdiction, or regulatory authority to be invalid, void, illegal, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. The parties shall make good faith efforts to replace any invalid provision with a valid provision that most closely reflects the original intent.

17.4 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is due to circumstances beyond its reasonable control, including but not limited to:

• (a) Acts of God, natural disasters, epidemics, pandemics, or severe weather
• (b) War, terrorism, civil unrest, riots, or acts of governmental authorities
• (c) Strikes, labor disputes, or other industrial action
• (d) Failure of telecommunications, internet, or cloud infrastructure not caused by the non-performing party
• (e) Major outages of third-party services essential to the Services (WhatsApp, CRM providers, AI model providers, etc.)
• (f) Cyberattacks, denial of service attacks, or other malicious technical interference not caused by the non-performing party's negligence
• (g) Any other event beyond the reasonable control of the non-performing party

The party affected by a force majeure event shall promptly notify the other party and make reasonable efforts to minimise the impact and resume performance as soon as reasonably practicable.

17.5 Survival

The following provisions shall survive termination or expiration of this Agreement: Sections 1(d) (Confidentiality), 3.3 (Limitation of Company Liability), 7 (Data Processing), 8 (Data Security), 9 (Disclaimers), 10 (Intellectual Property Rights), 11 (Non-Disparagement), 12 (Good Faith), 13 (Indemnification), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Dispute Resolution), 17 (Governing Law and Severability), and 18 (Entire Agreement).

18. ENTIRE AGREEMENT

18.1 Complete Agreement

This Agreement, together with the Privacy Policy and Data Processing Agreement referenced herein, contains the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to such subject matter.

18.2 No Reliance on Other Statements

You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of SalesRook that is not set out in this Agreement. You waive any claim for breach of this Agreement or any remedy in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.

18.3 Modifications

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties, except that SalesRook may modify this Agreement in accordance with Section 1(c) (Modifications to Terms) by providing notice and obtaining your continued use as acceptance.

18.4 No Waiver

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

18.5 Assignment

(a) Customer Assignment: You may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of SalesRook. Any attempted assignment without such consent shall be null and void.

(b) SalesRook Assignment: SalesRook may assign this Agreement, in whole or in part, to:

• Any affiliate or subsidiary of SalesRook or Zen Scaling Ltd
• Any successor or acquirer in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of SalesRook's assets
• Any other party with your consent

(c) Binding on Successors: This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

18.6 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf without the other party's prior written consent.

18.7 Third-Party Beneficiaries

This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

18.8 Notices

All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement shall be in writing and addressed to:

For SalesRook:

SalesRook Ltd
Unit A, Cottonworks House
111 Seven Sisters Road
London N7 7FN
United Kingdom
Email: [email protected]

For Customer:

The primary email address associated with your SalesRook account

Notices shall be deemed given:

• When delivered by hand
• When sent by email with confirmation of delivery
• Three business days after being sent by registered or certified mail, return receipt requested

Either party may change its notice address by providing written notice to the other party in accordance with this section.

18.9 Headings

The headings and captions used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

18.10 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

19. COMPANY INFORMATION

19.1 Company Details

This Website and the Services are owned and operated by:

SALESROOK LTD
A subsidiary of Zen Scaling Ltd
Company Registration Number: 14088341

Registered Office:

Unit A, Cottonworks House
111 Seven Sisters Road
London N7 7FN
UNITED KINGDOM

19.2 Contact Information

If you have any questions, concerns, or complaints regarding these Terms of Service or the Services, please contact us:

Email: [email protected]
Phone: +44 808 175 1795
Website: https://salesrook.com

For Data Protection Enquiries:

Data Protection Officer: Max Hardy
Email: [email protected]

19.3 Trademark Information

SalesRook™ is a trademark of SalesRook Ltd, a subsidiary of Zen Scaling Ltd.

19.4 Document Information

Last Updated: January 2026
Version: 2.0