Contractual Terms.
Proposal for Bamboo Orchard · Growth Partnership (Pilot)
01Purpose
LUNIFAI designs, builds and runs client acquisition systems, first and foremost cold outbound on email and LinkedIn (targeting, sending infrastructure, lists, copy and campaign operation). It also provides AI integrations, automations and custom AI tools. The detail of the deliverables covered by this agreement is set out in this proposal.
02Start date and timeline
The engagement starts on the day of the onboarding call. The onboarding link is sent once the payment due at signing has been received, by Stripe or by bank transfer. Every campaign period in this proposal, the guarantee window included, runs from the day the campaigns launch, not from signature or onboarding.
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.
04Liability
LUNIFAI runs the campaigns and integrations on third party platforms (sending tools, LinkedIn, data providers, automation and AI tools). It is not responsible for their outages, limits or policy changes, including restrictions a platform places on an account. Its liability is limited to an obligation of means, save for gross negligence. Closing the sale is the Client's responsibility alone.
05Tools 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. Campaigns and services are suspended if an invoice remains unpaid beyond 30 days.
06Payment
The pilot fee is 2,000 GBP excluding tax, payable in full on signature. It covers the setup period and 60 days of running the campaign from launch. No monthly fee is charged during the pilot. A success fee of 2,000 GBP excluding tax is due only if the target of 15 qualified opportunities is met within those 60 days (see Guarantee). It is invoiced at the end of the 60 day period and payable within 14 days.
07Guarantee
The target is 15 qualified opportunities within 60 days of the campaign going live. Launch takes place within 30 days of onboarding, provided the Client approves copy and subscribes the domains and mailboxes on time. Qualified opportunities are defined in the next clause. If the target is not reached by the end of the 60 days, the full 2,000 GBP is refunded to the Client within 14 days and no success fee is due. The refund covers LUNIFAI's fee: tool and domain costs remain the Client's, as does the infrastructure built, which stays with them. Any delay or interruption attributable to the Client extends the measurement period by the same length.
- Copy and angles are approved within 48 hours.
- LUNIFAI's copy is what goes to market. The Client may write their own version, which LUNIFAI will gladly A/B against its own.
- The Client answers within 24 hours when a prospect asks something only they can answer.
- Domains and mailboxes are subscribed and paid for by the Client at onboarding, and the campaign is neither paused nor restricted.
08Definition of a qualified opportunity
A qualified opportunity is a prospect that meets all four points below, counted once per company. An objection on budget or timing ("we have no budget for this right now", "not a priority this quarter") does not disqualify a prospect who meets them: qualifying budget and timing and closing the sale happen on the Client's own call, and are not part of what LUNIFAI guarantees. Out-of-office and automatic replies, unsubscribe requests and replies from people outside the approved ICPs never count. Each opportunity is shared with the Client, with the prospect's reply, as it lands. The Client has 5 business days to flag one as not meeting this definition, giving the reason; flagged opportunities that do not meet it are removed from the count, and unflagged ones count.
- The company matches one of the ICPs defined and approved in writing by the Client at onboarding: company size, industry, location and target roles (indicatively, companies of about 20 to 400 employees for the innovation studio, and newly founded companies for the venture studio).
- The person is a decision maker at that company, with the authority to buy the Client's services: a founder, an executive, or the head of the function concerned.
- The company is an operating business able to buy. A company with no employees and no funds is never a qualified opportunity, whatever its reply.
- The person opts in: they reply that they want to talk about the Client's services or offer, ask to see the Client's previous work, references or testimonials, or ask for a call.
09What voids the guarantee
Two things void it: refusing the work on the angle and offer, and overruling LUNIFAI's copy. In either case LUNIFAI still builds and runs the campaign, but the refund falls away, and the success fee is still due if the 15 opportunities are reached.
10Scope of the pilot
The pilot covers email and LinkedIn campaigns run for 60 days from launch, with no limit on the number of campaigns, ICPs or angles. LUNIFAI tests each angle through several message variants, cutting the losers and scaling the winners. Every positive reply is notified to the Client by Slack and email. Reply handling and appointment setting are the Client's and are not part of the pilot, nor are the CRM, the dashboard, follow-up automation and training. The pilot carries no monthly retainer and no per-opportunity fee. The pilot is limited to one per client.
11After the pilot
At the results call, LUNIFAI and the Client discuss whether and how to continue working together. Nothing renews automatically and no commitment is entered into at the end of the pilot.
12Ownership
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. LUNIFAI retains its methods, its tooling and its technical structures.
13Governing 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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