Contractual Terms.
Proposal for xProductions · AI Multichannel Prospecting System
01Purpose
LUNIFAI provides automation, integration, AI development and low-code/no-code services. The detail of the deliverables is set out in this proposal.
02Choice of option
This proposal contains three options: Opportunities, Meetings in your calendar, and Built and handed over. The Client selects one on the proposal page or in writing, and that selection determines the scope, the invoicing and the guarantee applicable for the whole engagement. Moving from Opportunities to Meetings in your calendar is possible at any monthly renewal, at the Meetings rate, with nothing rebuilt.
03Obligations
LUNIFAI undertakes to apply the means necessary to perform the engagement properly and to inform the Client promptly of any blocker. The Client provides the necessary materials, approves deliverables within the agreed times, and pays the amounts due on the agreed terms.
04Existing relationships
Before the first send, the Client provides an export of the contacts and domains that must never be contacted (existing clients, partners, live conversations). LUNIFAI loads it as a Never Contact list across every channel and keeps it updated on request. Nobody on that list receives a message from the system.
05Liability
LUNIFAI acts as an integrator of third party solutions (n8n, Airtable, and others). It is not responsible for bugs in or limitations of those tools. Its liability is limited to an obligation of means, save for gross negligence. Closing the sale is the Client's responsibility alone.
06Tools and third party costs
Software, domain and API costs are borne by the Client, subscribed in the Client's name, and carry no margin for LUNIFAI. The detail and order of magnitude of those costs are set out in this proposal; they usually amount to 200 to 300 GBP per month depending on volume. Campaigns and services are suspended if an invoice remains unpaid beyond 30 days.
07Payment
Opportunities option: 2,400 GBP per month for three months, being 7,200 GBP for the commitment period. Meetings in your calendar option: 3,000 GBP per month for three months, being 9,000 GBP for the commitment period. In both cases the first monthly payment is due at signature and the following two at 30 and 60 days, on the schedule set out in this proposal; beyond the three months the engagement continues month to month at the same rate. Built and handed over option: 8,000 GBP, due in full at signature, for the eight week programme. Payment terms: 14 days from invoice. All amounts are stated excluding tax. The first month covers building the system and the infrastructure, which remain the Client's regardless of the outcome of the engagement, refund included.
08Guarantee
Each done-for-you option carries its own guarantee. Opportunities option: LUNIFAI guarantees a minimum of 15 qualified opportunities within 60 days of the campaigns going live. Meetings in your calendar option: LUNIFAI guarantees a minimum of 15 qualified meetings, attended, within 60 days of the campaigns going live. Because cold email domains need roughly three weeks of warm-up before sending at volume, the 60 days are measured from the full multichannel launch (email and LinkedIn running together), not from signature. If the guaranteed number is not reached by the end of that period, the Client chooses: either LUNIFAI keeps running the campaigns at no additional cost until the number is reached, or all monthly payments made under the engagement, months one to three, are refunded to the Client in full. In both cases the infrastructure built and the tools subscribed in the Client's name remain the Client's. The Built and handed over option carries no numeric guarantee. Any delay or interruption attributable to the Client suspends the measurement period for its duration. The guarantee applies provided that:
- The ICP and offer architecture work is done in week 1.
- Copy and angles are approved within 48 hours. Copy sitting in an inbox is a campaign that isn't sending.
- LUNIFAI's copy is what goes to market. The Client may write their own version, which LUNIFAI will gladly A/B against its own.
- Booked meetings get attended, by the Client or by a colleague, but somebody takes them.
- The Client answers within 24 hours when a prospect asks something only they can answer.
- On the Opportunities option, interested replies are answered by the Client within one working day.
- Sending accounts, domains and access are provided at onboarding, and campaigns are neither paused nor restricted.
09What voids the guarantee
Two things void it: refusing the work on angles and offer, and overruling LUNIFAI's copy. In either case LUNIFAI still builds and runs the whole system, but the guarantee falls away and the monthly payments cease to be refundable.
10Definition of a qualified opportunity
An opportunity is qualified when all of the following are true:
- ICP match: the contact's company matches the ideal client profile defined together at onboarding (advertising, creative or healthcare marketing agencies and brands, company size and geography, United Kingdom first).
- Decision authority: the contact is a decision maker or directly influences the buying decision (founder, managing director, creative director, head of production, marketing director, producer), or holds the role the Client normally sells to in a company of that type.
- Genuine interest: the contact has replied expressing explicit interest in discussing a film or video production project, pricing, the showreel or a collaboration.
- One opportunity per company is counted, and nobody on the Never Contact list counts.
11Definition of a qualified meeting
A meeting is qualified when all of the following are true:
- ICP match: the attendee's company matches the ideal client profile defined together at onboarding (advertising, creative or healthcare marketing agencies and brands, company size and geography, United Kingdom first).
- Decision authority: the attendee is a decision maker or directly influences the buying decision (founder, managing director, creative director, head of production, marketing director, producer), or holds the role the Client normally sells to in a company of that type.
- Genuine interest: the prospect has explicitly accepted a scheduled meeting to discuss a film or video production project, pricing, the showreel or a collaboration, and that meeting is in their calendar.
- Attendance: a no show does not count, and only one meeting per company is counted. If a prospect who missed one is rescheduled and attends, it counts. If it is the Client who does not attend, the meeting still counts. Nobody on the Never Contact list counts.
12Continuing beyond three months
On the two done-for-you options, at the end of the three month commitment the engagement continues month to month at the same rate, and either party may end it on 30 calendar days' written notice. No new quota is guaranteed on continuation months: the actual numbers from the period just ended are what decide.
13Termination
During the three month commitment: if the Client cancels without cause after signing, the services already performed are due together with a fixed indemnity of 30% of the amount remaining on the commitment period. From the fourth month, either party may end the engagement on 30 calendar days' written notice, with no penalty or indemnity. On the Built and handed over option, the fee covers the eight week programme and is not refundable once the build has started.
14Ownership
Deliverables are licensed to the Client for exclusive use upon payment. Domains, mailboxes and tool accounts are subscribed in the Client's name and belong to the Client. Recordings and SOPs produced during the build are the Client's to keep. LUNIFAI retains its methods, its tooling and its technical structures.
15Governing law
This agreement is governed by Swiss law. Exclusive jurisdiction: the courts of the Canton of Geneva.
Confidentiality Clause.
In the course of performing this contract, the Parties acknowledge that confidential information may be exchanged, in particular of a commercial, technical, financial, strategic, organizational nature or relating to know-how.
01Definition
Confidential information means all information, of any nature whatsoever, communicated in writing, orally, or by any other means, identified as confidential or whose confidential character reasonably flows from its nature or from the circumstances of its disclosure. This includes in particular: client data, internal documents, source code, software architectures, processes, mockups, databases, as well as any information relating to the activities, projects, or working methods of either Party.
02Obligation of the Parties
Each Party undertakes to: not disclose the confidential information to third parties without the prior written agreement of the other Party; use the confidential information solely for the purposes of performing this contract; take all necessary measures to ensure the protection and confidentiality of said information, at least equivalent to those it applies to its own sensitive information.
03Exclusions
The obligations under this clause do not apply to information: that has fallen into the public domain without breach by the receiving Party; already known to the receiving Party before its disclosure by the other Party; whose disclosure is required by law or by a competent judicial or regulatory authority (subject to informing the other Party beforehand to the extent permitted by law).
04Duration
The confidentiality obligations under this clause shall remain in force for a period of five (5) years from the signing of this contract, including in the event of termination or non-execution of the project.
05Applicable Law and Jurisdiction
This clause is governed by Swiss law. Any dispute relating to the interpretation or performance of this clause shall be submitted to the exclusive jurisdiction of the courts of the Canton of Geneva, subject to a prior amicable settlement between the Parties.
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