Sentrama Terms of Service

Last updated: 6th December 2025

Product A: Sentrama Meetings

Terms of Service for Sentrama Booked Sales Meetings

1. Introduction

1.1 About Sentrama. Sentrama ("Sentrama") is the trading name of Brightside Enterprises Limited T/A Sentrama, a company incorporated and registered in England and Wales with company number 12265340, whose registered office is at Unit 3, Temple Campus, Temple Gate, Bristol, England, BS1 6QA. These Terms of Service (the "Terms") govern all use of the Sentrama website, platform, and all content, services and products available at or through the Sentrama website or services (collectively, the "Service"). By registering, accessing, or using any services developed, operated, maintained, or hosted by Sentrama (including all websites and IP addresses available at Sentrama's sites, and any configuration thereof), you (the "Client") agree to be bound by these Terms.

1.2 Changes to Terms. Sentrama reserves the right, at its sole discretion, to revise, update or change these Terms from time to time without prior notice to you, and you agree to be bound by such modifications or revisions. Any new features that augment or enhance the current Service, including the release of new tools, features or resources, shall be subject to these Terms. The "Last updated" date above indicates the effective date of the current version of these Terms. Continued use of the Service after any changes constitutes acceptance of the new Terms.

1.3 Global Applicability. Sentrama's services are offered globally. You agree that these Terms of Service apply to you regardless of your country of residence or use, to the maximum extent permitted by applicable law. (See Section 20 for governing law and jurisdiction.)

2. Terminology

Client: The legal entity named in the Service Agreement that purchases Sentrama's services.

Sentrama: Brightside Enterprises Limited, trading as Sentrama.

Billable Meeting: A Booked Meeting that satisfies the Guarantee Criteria set out in §14.5 and counts against the Client's Meeting Block quota.

Booked Meeting: A meeting arranged by Sentrama that (i) is scheduled via the MeetingConfirmed platform, (ii) is booked within 14 days of first outreach, (iii) is placed in the Client's calendar, and (iv) involves a Prospect that fits the agreed ICP.

Meeting Block: A prepaid bundle of Billable Meetings purchased under a Service Agreement.

Meeting Deposit: The upfront payment for a Meeting Block, due on the first business day of the month in which the block begins.

Prospect: A third-party business contact approached by Sentrama within the agreed targeting parameters.

ICP (Ideal Customer Profile): The agreed target-account and persona attributes defined during onboarding (e.g. region, industry, headcount, function, job titles).

Guarantee Criteria: The mandatory service-quality thresholds a Booked Meeting must satisfy to be deemed Billable. See §14.5 for details.

Data Slippage: The accepted tolerance (around 10%) for prospects included in outreach who do not exactly meet the ICP or Qualification Criteria.

Rollover Meetings: Undelivered meetings at the end of a month that automatically roll into the following month(s) until the Meeting Block quota is reached.

Service Sheet: The HubSpot quote or order form listing all line items, prices and quotas referenced in the Agreement.

Sentrama Data: Prospect records, call recordings, meeting metadata, performance logs, creative assets, analytics and other data generated by Sentrama while providing the Services.

Client-Supplied Data: Contact lists, suppression lists, brand templates or other materials the Client provides to Sentrama for campaign use.

Force Majeure Event: An event outside a party's reasonable control (e.g. natural disaster, cyber-attack, strike, pandemic) that excuses performance for the duration of that event.

3. Key Performance Indicators

3.1 Where Key Performance Indicators (KPIs) have been agreed in writing, the period for measuring such KPIs will commence only after the completion of the Launchpad/onboarding phase and once campaigns are "live." Any KPIs and their measurement periods will be as specified in the Service Agreement or related campaign documents.

3.2 Illustrative projections. Any ROI figures, projections, benchmarks, examples, pipeline values, conversion rates, or performance estimates shared by Sentrama (whether in sales materials, dashboards, proposals, reports, or calls) are provided for illustrative purposes only and do not constitute a guarantee of outcomes. Actual results depend on factors outside Sentrama's control, including the Client's offer, pricing, sales process, follow-up, market conditions, and Prospect behaviour.

4. Sentrama Usage and API Integrations

4.1 Any use of the Service, including use of any Sentrama API or a third-party product that accesses Sentrama via the API, is subject to these Terms of Service. You agree not to use any API or integration in a manner that violates these Terms or any applicable law.

5. User Management and Account Terms

5.1 Eligibility: The Service is available only to individuals who are at least 18 years old.

5.2 Registration Information: You must provide a valid email address and any other information requested by Sentrama to complete the signup process and/or to continue using the Service.

5.3 Accuracy of Information: Sentrama reserves the right to terminate or suspend your use of the Service if any registration or account information you provide is discovered to be incomplete, inaccurate, or false.

5.4 Content Approval: While the Sentrama team may make suggestions on campaign content and setup, you are ultimately responsible for reviewing and approving all campaign content (including advertisements, messages, and outreach scripts). The Client bears all liability for the content it approves as part of any campaign.

5.5 Lawful Use: You may not use Sentrama for any illegal or unauthorized purpose. In using the Service, you must not violate any laws in your jurisdiction or in the United Kingdom (including, without limitation, copyright laws, anti-spam laws, or trademark laws).

5.6 Compliance with Laws: You are responsible for complying with all applicable local, state, national, and foreign laws related to your use of the Service. You agree not to post, transmit, or use the Service to distribute any material that violates any applicable law or regulation, or to use the Service for any fraudulent or inappropriate purpose.

5.7 No Scraping or Harvesting: You may not use any automated means (e.g. bots, robots, or artificial intelligence agents) or any manual process to monitor, scrape, or copy any content from Sentrama without express written permission.

5.8 No Resale: You may not resell, duplicate, reproduce, or exploit any part of the Service without express prior written consent from a Director of Brightside Enterprises Limited. Sentrama reserves the right to refuse service to anyone for any reason at any time.

5.9 Data Deletion on Termination: If you cancel or terminate your agreement or account, all of your content, data, information, text, files, documents, and images may be immediately deleted from the Service, unless otherwise required by law or agreed by Sentrama.

5.10 Account Security: You are responsible for maintaining the security of your own accounts (including any LinkedIn, Meta, Google or other third-party accounts used in connection with the Service). You are fully responsible for all activities that occur under your accounts and for any other actions taken in connection with those accounts.

5.11 Unauthorised Use: You must immediately notify Sentrama of any unauthorized use of your account or any other breach of security. Sentrama will not be liable for any loss or damage arising from your failure to provide such notice or from unauthorized access to or use of your accounts.

5.12 Human Sign-up: Accounts may not be registered by automated methods. You must be a human using the Service; accounts registered by "bots" or other automated methods are not permitted.

5.13 Complete Information: You must provide your legal full name, a valid email address, and any other information requested in order to complete the sign-up process and maintain your account.

5.14 Compliance with Local Laws: In using the Service, you must not violate any laws in your jurisdiction and you must not violate any laws of the United Kingdom (including but not limited to copyright and trademark laws). You are responsible for ensuring that your use of Sentrama is lawful where you operate.

6. Domain Purchase and Management Services

6.1 Service Scope: This section applies to any Sentrama service under which Sentrama ("we", "us", "our") purchases and/or manages internet domain names ("Domains"), and provides related telephone data management, on behalf of you (the "Client").

6.2 Domain Availability: We will purchase Domains on your behalf based on the specifications and requirements you provide. You acknowledge that the availability of any requested Domain is subject to prior registration by another party, and we cannot guarantee that your desired Domain will be available.

6.3 Registration and Management: Upon successful purchase of a Domain for your campaign, the Domain will be registered in our name (Brightside Enterprises Limited) for the duration of our engagement, and we will manage the Domain as your service provider. You will hold a beneficial interest in the Domain during our contractual engagement.

6.4 Right of Refusal: We reserve the right to refuse to purchase or use any Domain that we deem inappropriate, potentially infringing, or legally risky.

6.5 Domain Management Services: Our Domain management services include, but are not limited to, domain registration and renewal, DNS configuration, and implementation of privacy protection settings, in accordance with your instructions and our service agreement.

6.6 Security and Uptime: We will take reasonable steps to secure and maintain any Domains we manage on your behalf. However, we do not guarantee uninterrupted domain service or protection from all cyber-attacks, domain hijacking, or other security breaches. You acknowledge that domain service interruptions or security incidents may occur despite precautions.

6.7 Client Notification: We will inform you promptly of any significant changes, issues, or required actions related to the Domains we manage for you (for example, upcoming renewals or registrant verification needs).

6.8 Fees: Fees for Domain purchase and ongoing management will be charged as agreed in our Service Agreement or as communicated to you in advance of any transaction. You must pay all such fees in a timely manner. Failure to make timely payments may result in suspension of related services, including Domain renewal services.

6.9 Liability for Domain Loss: We are not liable for any loss or damages arising from the loss of registration or use of a Domain (for example, if a Domain expires or is acquired by another party) except to the extent that such loss is caused by our negligence or willful misconduct.

6.10 Indemnity for Domain Use: You agree to indemnify and hold us harmless from any claims, damages, or expenses (including reasonable legal fees) arising from your use of any Domain we register or manage on your behalf, including any claim of infringement or unlawful use of a domain name or associated content.

6.11 Transfer on Termination: Upon termination of our services, and provided all outstanding fees have been paid, we will cooperate in the transfer of the Domain registration to you or to a third-party registrar of your choice. Such transfer will be initiated within 7 days of the effective termination date, subject to any technical or registry constraints.

7. Compliance with CAN-SPAM

7.1 Commitment to Compliance: In providing Domain management and related email outreach services, Sentrama is committed to full compliance with the Controlling the Assault of Non-Solicited Pornography and Marketing Act ("CAN-SPAM Act") of 2003 (as applicable to U.S. communications).

7.2 Legitimate Communications: We ensure that all commercial electronic communications sent on your behalf through the Domains or platforms we manage adhere to the CAN-SPAM Act's requirements. This includes using accurate and non-deceptive header information and subject lines, and clearly identifying the message as an advertisement or solicitation if required.

7.3 Content Requirements: All email content sent as part of the Service will include any disclosures or notices required by CAN-SPAM. We will not send emails with false or misleading information, and will include valid physical contact information as required.

7.4 Opt-Out Mechanism: We provide a clear and conspicuous unsubscribe or opt-out mechanism in all marketing emails sent on your behalf. Opt-out requests will be honored promptly, typically within 10 business days, as mandated by CAN-SPAM.

7.5 Client's Agreement: You, as the Client, agree that you will not use the services provided by Sentrama to send unsolicited bulk emails ("spam") or otherwise violate the CAN-SPAM Act. You are responsible for the content of the emails and communications you authorize us to send on your behalf, and you represent that such content will comply with applicable laws.

7.6 Right to Terminate for Spam: Sentrama reserves the right to immediately suspend or terminate services for any client that is found to be (or reasonably suspected of) using the Service in violation of the CAN-SPAM Act or similar regulations regarding unsolicited emails.

8. Guaranteed Meetings and Proof-of-Concept Engagements

8.1 Commitment. The Customer agrees to purchase the service components set out in the applicable Service Sheet during the initial fixed term of this Agreement (the "Initial Term"), which shall be the period specified in the applicable Service Sheet and may be two (2), three (3), four (4), or such other number of consecutive months as expressly agreed in writing.

(a) Data (100 qualified records per month);

(b) Guaranteed Meetings (4 prepaid meetings per month);

(d) Strategy (Launchpad POC process and reporting).

The total subscription fee is payable monthly in advance for the POC.

The Customer agrees to purchase all three core service components (the "Ingredients") during the initial Proof-of-Concept period ("POC"), being two (2) consecutive months. The Ingredients comprise:

(a) Guaranteed Leads (qualified records delivered per month, based on Sentrama's AI qualification and reachability analysis);

(b) Guaranteed Outcomes (specific sales-related actions recorded on the platform, such as meetings booked or engagement milestones); and

The total subscription fee is payable monthly in advance for the POC.

8.2 Guaranteed Meetings. The Customer shall prepay for the monthly number of Guaranteed Meetings specified in the applicable Service Sheet for each month of the Initial Term.

Any additional meetings delivered in excess of the monthly number of Guaranteed Meetings specified in the Service Sheet may be invoiced by Sentrama at the agreed per-meeting rate set out in the Service Sheet or, if no such rate is stated there, at the rate otherwise agreed in writing between the parties.

For the avoidance of doubt, references in these Terms to monthly meeting volumes, deposits or delivery obligations shall be construed by reference to the quantities expressly stated in the applicable Service Sheet.

8.3 Risk-Free Exit and Refunds. Customer is only eligible for the exits or refunds explicitly agreed in the hubspot contract.

(a) Zero Meetings in First Five Weeks. If Sentrama fails to deliver any meetings within the first five (5) weeks of live calling during the POC, the Customer shall be entitled to a full refund of the Guaranteed Meetings fees. The Customer shall retain all Data generated to date, and may terminate the POC with no further obligation.

8.4 Minimum Outcome Guarantee. The Customer is guaranteed a minimum of eight (8) meetings across the two-month POC (four per month).

(a) If zero meetings are delivered in the first month, Sentrama shall provide a refund on the 'Guaranteed Meeting Deposit'.

8.5 Post-POC Strategy Call. Upon completion of the Initial Term, and provided the relevant performance and delivery thresholds have been met under this Agreement, Sentrama may conduct a strategy review with the Customer to determine how best to scale, renew or vary the Services, including the Meeting Engine and any associated Ingredients, in order to deliver an ongoing ROI-positive system.

For the avoidance of doubt, the holding or non-holding of any such strategy review shall not of itself affect the operation of clause 8.6 or the continuation or expiry of this Agreement.

8.6 Performance Trigger & Rolling Term.

(a) On the date falling twenty-eight (28) days before the expiry of the Initial Term (the "Assessment Date"), Sentrama shall calculate the highest trailing four (4) week average of Booked Meetings achieved at any point during the Initial Term up to and including the Assessment Date (the "Peak Four-Week Run Rate").

(b) If the Peak Four-Week Run Rate equals or exceeds the number of Booked Meetings specified in the applicable Service Sheet (the "Performance Metric"), the Agreement shall be deemed to have met the performance trigger.

(c) Where the performance trigger is met, the Client may elect not to continue the Agreement beyond the Initial Term only by giving written notice to Sentrama within seven (7) days after the Assessment Date.

(d) If no such written notice is received within that seven (7) day period, the Agreement shall automatically continue upon expiry of the Initial Term as a rolling monthly agreement in accordance with Section 19.

(e) For the avoidance of doubt, the performance assessment under this Section 8.6 is made prior to the expiry of the Initial Term solely for the purpose of determining whether the Agreement converts into a rolling monthly arrangement at the end of the Initial Term.

8.7 Guaranteed Outcomes. "Guaranteed Outcomes" refer to specific sales-related actions captured in the platform, such as meetings booked or engagement levels that meet the agreed-upon criteria. These outcomes are recorded on the platform with a full transcript and a defined price per outcome.

The following outcome categories are defined:

Meeting Booked: A meeting that is scheduled within 14 days of the prospecting call, capturing necessary details such as the meeting date, time, prospect interest, stakeholder information, and identified pain points.
Interested – Meeting Expected in the Next 3 Months: The prospect has expressed interest, but no date for the meeting has been set; the timeline for follow-up is established and the opportunity is nurtured.
Interested – Meeting Expected in More than 3 Months: The prospect is interested but no timeline is established, indicating a long-term follow-up opportunity.
Referral Path Secured: The correct contact information or introduction to a new prospect is made.
Disqualified – No Fit: The lead is outside of the ICP (Ideal Customer Profile) or is unable to buy due to various reasons such as size, tech requirement mismatch, etc.
Brush Off – Call Back: The prospect was not receptive, or the timing was wrong for scheduling a meeting.
Closed Lost: The prospect has indicated they are not interested, and the opportunity is closed.

Each outcome will be billed according to the agreed categories, and the customer will be invoiced accordingly.

9. Data Usage and Accuracy

9.1 Data Estimates: Based on our experience, Sentrama will estimate and predict data availability and campaign outcomes with reasonable accuracy. However, these estimates rely on multiple factors, including the search queries input into our data suppliers' platforms and the validity and quality of third-party member profiles or contact lists used.

9.2 Email Data Availability: We will estimate the volume of email data accessible for your campaign using criteria like sector, geography, and data validity. All such estimates are subject to the actual data available and may change as the campaign progresses.

9.3 Verified Email Data: For email outreach, Sentrama will use only compliant and verified email data. In some cases, this commitment to use only high-quality, permission-based data may limit the number of email contacts available for your campaign. By accepting these Terms, you authorize Sentrama to utilize the best available email data for your campaign, even if the volume is lower than initially projected.

9.4 Verified Telephone Data: For telephone outreach, Sentrama will use only telephone data that is screened against relevant do-not-call registries (such as the UK Telephone Preference Service, "TPS") and otherwise compliant. This may limit the number of phone contacts available for your campaign. By accepting these Terms, you authorize Sentrama to utilize the best available compliant telephone data for your campaign.

9.5 Data "Slippage" Acknowledgment: You acknowledge that despite best efforts, not all prospect data will perfectly match the defined criteria. Due to the volume and dynamic nature of data, it is not uncommon to encounter a degree of "Data Slippage." Data Slippage is defined as up to a ~10% rate of prospects included in outreach who do not precisely meet the agreed ICP or Qualification Criteria.

9.6 Adjustment for Slippage: The Sentrama team will monitor data accuracy throughout the campaign. If Data Slippage occurs, Sentrama will work with you to refine targeting and data selection to minimise slippage, provided the slippage remains within reasonable levels (around the 10% tolerance mentioned above). This adjustment process is part of Sentrama's commitment to quality.

9.7 Use of Data by Sentrama's Agents: Any use of data to deliver Sentrama's services will be carried out by Brightside Enterprises Limited and its authorized agents. If intent-based data ("Intent Data") is being used for your campaign, you agree to Sentrama's "top-up data protocol" in the event that certain intent data becomes unavailable. (Intent Data, where used, cannot be shared between clients and should not be relied upon as a guaranteed element of service delivery.)

9.8 Exclusion Lists: If you provide Sentrama with an exclusion list of companies or contacts (for example, current clients or competitors that should not be approached), we will implement that list to the best of our system's ability. However, you acknowledge that some degree of Data Slippage or error can occur, and Brightside Enterprises Limited (Sentrama) will not be liable for inadvertent outreach to an excluded entity, provided reasonable efforts were made to honor the exclusion.

9.9 Client's Duty to Supply Exclusions: You agree to supply any exclusion lists in the form of domain URLs (or other requested format) and to keep such lists updated. It is your responsibility to ensure Sentrama is aware of any prospects that should be excluded from outreach.

9.10 Acceptance of Data Limitations: By using Sentrama's Service, you accept that not all data sets will be 100% accurate or up-to-date at all times. Sentrama commits to making all reasonable attempts to ensure data accuracy and effectiveness in outreach, and will work with you to address issues, but minor discrepancies or outdated information are an accepted possibility in large-scale data operations.

10. LinkedIn Access Requirements

10.1 Sales Navigator License: If your campaign involves use of Sentrama's LinkedIn outreach platform or strategies, you (the Client) are required to have a valid LinkedIn Sales Navigator license for each user or seat that will utilise Sentrama's LinkedIn integration. This is necessary to enable the targeted prospecting and messaging features of the platform.

10.2 More Information: You can find more information about LinkedIn Sales Navigator and sign up for the service on LinkedIn's official website (for example, via LinkedIn's Sales Solutions page).

11. Payment Method, Settlement Discount & Reconciliation

11.1 Rates Shown in the Service Agreement: All fees set out in the applicable Service Agreement reflect a 20% Settlement Discount applied to Sentrama's standard rates. This discount is offered in recognition of the operational impact that late or delayed payment has on Sentrama's ability to deliver the Services. Where payment is delayed, Sentrama may be required to pause campaign activity, interrupting outreach, data delivery, and meeting scheduling.

The Settlement Discount is therefore conditional on strict compliance with the payment terms set out in this Section 11. All invoices must be paid in full on or before their respective due dates throughout the entire contract term.

11.2 Approved Payment Methods: Sentrama's approved automated payment methods are:

(a) Stripe Card Payment;(b) Stripe Direct Debit (UK Customers only).

Payment via one of these methods is required to commence onboarding and campaign activity. Where a Client requires payment by BACS Credit Transfer, Sentrama will refer the Client in writing to the terms set out in Clause 11.4.

11.3 Settlement Discount — Conditions and Forfeiture: The Settlement Discount shown in the Service Agreement is conditional on all invoices under this Agreement being paid in full on or before their respective due dates throughout the entire contract term.

The Settlement Discount is a whole-contract concession, not an invoice-by-invoice allowance. It reflects Sentrama's recognition that consistent, timely payment across the full engagement is necessary for uninterrupted service delivery. Sentrama's ability to source data, maintain staffing, operate technology, and deliver meetings on schedule is directly dependent on predictable cash flow for the duration of the contract. A payment delay at any point in the contract — regardless of whether it is subsequently remedied — disrupts this delivery chain across the engagement as a whole.

Accordingly, if any invoice under this Agreement is not paid in full on or before its due date, the Settlement Discount is forfeited for the entire contract. In that event:

(a) standard rates (being the discounted rates plus the 20% Settlement Discount Adjustment) will apply to all invoices issued under this Agreement, whether paid before or after the delayed payment occurred; and(b) the aggregate Settlement Discount Adjustment across all invoices will be calculated and included in the Reconciliation Statement at the end of the contract term under Clause 11.5.

For the avoidance of doubt, a payment received even one day after the invoice due date constitutes a delay sufficient to trigger forfeiture of the Settlement Discount for the whole contract. This applies where payment is delayed even via the Approved Payment Methods outlined in Clause 11.2.

11.4 BACS Client Notification: Where a Client requests or requires payment by BACS Credit Transfer, Sentrama will refer them to this Clause 11.4 which outlines:

(a) that the Settlement Discount applies on the same terms as Clause 11.3 — all invoices must be paid in full on or before their respective due dates throughout the entire contract term;(b) the standard rate and the Settlement Discount Adjustment that will apply if any payment is delayed; and(c) that a single delayed payment will result in the Settlement Discount being forfeited for the entire contract, with the aggregate adjustment applied at reconciliation.

Where a Client pays by BACS after being referred to these terms, this confirms acceptance of the terms and agreement to pay by the due dates shown on the invoices. Where payment by automated method would prevent delays, Sentrama strongly recommends that Clients use Direct Debit or Stripe.

11.5 End-of-Contract Reconciliation: Once the refund request form has been submitted, Sentrama will issue a Reconciliation Statement to the Client setting out the net financial position between the parties within 14 days.

This will account for any additional meetings delivered above the contracted quota (payable by the Client), any meeting shortfall refund due (payable by Sentrama under Clause 15), and any Settlement Discount Adjustment arising from late payment under Clause 11.3. The resulting net figure will be either a balance due to Sentrama, payable within 14 days of the statement, or a balance due to the Client, payable within a reasonable timeframe agreed in writing between the parties. No amount will be paid to the Client while any balance remains outstanding on their account.

11.6 Precedence of Reconciliation: The Reconciliation Statement constitutes the definitive settlement of the financial position between the parties at the end of the contract term. By accepting or failing to dispute the Reconciliation Statement within 14 days of issue, the Client agrees that the figures set out therein are final and binding, subject only to any manifest mathematical error.

11.7 Late Payment — Statutory Interest: In addition to the forfeiture of the Settlement Discount under Clause 11.3, statutory late payment interest under the Late Payment of Commercial Debts (Interest) Act 1998 will apply to any sum unpaid more than 30 days after the due date, at a rate of 8 percentage points above the Bank of England base rate. In addition, reasonable debt recovery costs as permitted under the Act will be added to the outstanding amount.

11.8 Automatic Payments: By entering into a Service Agreement with Sentrama, you agree to set up payment via an automatic method such as Direct Debit, ACH, or automatic credit/debit card charge, as facilitated by Sentrama's Accounts Team. The Accounts Team will assist you in setting up the chosen payment method prior to or during onboarding.

11.9 Collections: If your payment is significantly overdue or you fail to pay after reminders, Sentrama reserves the right to refer the account to a third-party debt collection agency. You agree to pay all reasonable costs of collection, including agency fees and legal fees, incurred by Sentrama in recovering overdue amounts.

11.10 Service Suspension for Non-Payment: Sentrama reserves the right to pause or stop all services if any payment becomes more than 7 days overdue. By signing the Service Agreement with Sentrama (Brightside Enterprises Limited) or setting up the agreed payment method, you affirm your acceptance of the Service Agreement and all of these Terms of Service. No refunds will be processed unless and until all payments due under the signed Service Agreement have been made in full.

12. Payment Profiles

(The following payment profile terms outline when various fees are due.)

12.1 Launchpad, Onboarding & Set-Up Fees: These one-time fees (often collectively referred to as the "Launchpad" fee) are due on day one of the Agreement (upon signing). Sentrama will not complete the onboarding process or commence campaign activities until this initial onboarding fee is paid in full.

12.2 Monthly Service Fees (including Sandra, MeetingConfirmed & Platform Access, and any Engine Fees): The first month's service fee covering Sandra, MeetingConfirmed platform access and (if selected) any Engine line items is due on day one of the Agreement. Thereafter, these monthly fees will be collected in advance at the start of each monthly period. Engine fees are contractual for the agreed monthly term and are not subject to refund, credit, or proration.

12.3 Guaranteed Sales Meetings - Deposit(s): The upfront Meeting Deposit for Guaranteed Sales Meetings (often corresponding to a Meeting Block, as defined below) is due on day one of the Agreement. Onboarding will not be completed until this deposit is paid. For month-to-month agreements or rolling Meeting Blocks, the required Meeting Deposit for each new block (or month) is due at the beginning of that month or block.

12.4 Guaranteed Sales Meetings - Maximum Cap: When applicable, if the number of delivered meetings exceeds the number covered by the upfront Meeting Deposit (i.e. exceeds the Block Quota) in a given month, the fees for those additional meetings (the amount in excess of the deposit) are due at the end of that month. (This ensures that if Sentrama delivers more meetings than prepaid in a month, the additional "overage" meetings are billed after delivery.) Any such maximum cap or overage billing terms will be specified in your Service Agreement or quote if applicable.

13. VAT & Local Taxes

13.1 All fees and charges quoted are exclusive of any applicable taxes. VAT (UK Value Added Tax) or any equivalent local sales, use, or service taxes will be added to all invoices as required by law. You are responsible for paying all such taxes at the rate and in the manner prescribed by law.

14. Interpretation & Definitions

14.1 Defined Terms. Unless stated otherwise, capitalised terms in this Agreement have the meanings set out below. (The singular includes the plural and vice versa.)

Agreement: The master Service Agreement (often in the form of a HubSpot quote or order form) signed by the Client, together with these Terms of Service (as updated from time to time), and any Schedules or documents incorporated by reference (including the Sentrama Meeting Insurance Policy and §16 (Data Protection & Direct Marketing – Integrated DPA)). These documents collectively constitute the "Contract."

Billable Meeting: A Booked Meeting that satisfies all Guarantee Criteria (see Section 14.5) and therefore is counted against the Client's Meeting Block allotment.

Booked Meeting: A meeting arranged by Sentrama that (i) is scheduled via the MeetingConfirmed Platform for a specific date and time; (ii) is booked within fourteen (14) calendar days of Sentrama's initial outreach to the Prospect; (iii) is logged on the Client's calendar; and (iv) involves a Prospect that fits the agreed ICP.

Client: The legal entity or person named as the client in the Service Agreement (the contracting customer of Sentrama).

ICP: The Ideal Customer Profile agreed in the campaign strategy and onboarding documents for the Service.

Meeting Block: A bundle of Billable Meetings purchased in advance (for example, under a Launchpad/Onboarding package or a subsequent repurchase agreement). A Meeting Block represents a set number of guaranteed meetings to be delivered to the Client (usually on a monthly or per-block basis).

Meeting Deposit: The upfront fee payable for a Meeting Block, as shown on the Service Agreement. Payment of the Meeting Deposit secures the commencement of work to deliver the corresponding Meeting Block.

MeetingConfirmed Platform: Sentrama's proprietary scheduling and call-recording application (or any successor platform) made available to the Client for the purpose of booking and managing meetings.

Prospect: A third-party business contact targeted and approached by Sentrama as part of the campaign, based on the agreed targeting parameters (such as the ICP and other filters), with the aim of scheduling a meeting between the Prospect and the Client.

Guarantee Criteria: The mandatory service quality criteria described in Section 14.5. Only failure to meet all of these criteria for a given meeting will trigger the remedies described in Section 15. (In other words, if a meeting meets all Guarantee Criteria, it is considered successfully delivered and billable.)

Guaranteed Leads: Leads provided by Sentrama that have been processed through our proprietary AI qualification model and reachability analysis. This process applies our award-winning framework to provide each lead with a Reason to Call. Guaranteed Leads are delivered via the Platform or in CSV format, and upon delivery, customers are required to purchase their corresponding HubSpot line item amount. These leads are qualified but are not guaranteed to result in business opportunities.

Guaranteed Meetings: A booked meeting that adheres to the Guarantee Criteria as defined in Section 14.5.

Guaranteed Outcomes: Specific sales-related actions captured in the platform, such as meetings booked or engagement levels that meet the agreed-upon criteria. These outcomes are recorded on the platform with a full transcript and a defined price per outcome. Customers are required to purchase their corresponding HubSpot line item amount.

Engine: An optional, add-on campaign module that delivers outreach or demand-generation activity outside the core Guaranteed Meetings programme. "Engines" may include, without limitation, a Physical Engine (direct-mail packs or premium gifts), a Webinar Engine, or an In-Person Event Engine. Each Engine runs for a stated monthly term and carries its own monthly service fee. Engine fees are non-refundable and Engines are not covered by the Sentrama Meeting Guarantee or any refund/credit mechanism in § 15.

Block Quota: The fixed number of Billable Meetings that make up a single Meeting Block, as specified in the Service Agreement/Service Sheet.

Data Slippage: Up to ~10% of prospects included in outreach who do not precisely meet the ICP or Qualification Criteria, inherent in large-scale datasets.

Firmographic: Company-level data fields (e.g., industry, size, geography) used to segment and filter prospects.

Force Majeure Event: An event beyond a party's reasonable control (e.g., natural disaster, pandemic, cyber-attack, strike) that excuses performance during its continuance.

Qualification Criteria: The billable-meeting criteria agreed during onboarding and documented in the campaign strategy/onboarding files (made up of your ICPs).

Reconciliation Date: Thirty (30) days after the last calendar month containing the final Meeting Block, when Sentrama tallies delivered vs. guaranteed meetings to determine any shortfall.

Rollover Meetings: Undelivered meetings at month-end that automatically carry forward until the Block Quota is fully met.

Service Sheet: The HubSpot quote/order form that lists all line items and specifies quantities, prices and Block Quotas referred to in the Terms.

Sentrama Data: All prospect records, call recordings, meeting metadata, performance logs, creative assets, analytics and derivative works generated or collected by Sentrama (including through the MeetingConfirmed Platform) while performing the Services.

Client-Supplied Data: Contact lists, suppression lists, brand templates and other materials the Client uploads or supplies to Sentrama for campaign use.

14.2 Hierarchy. In the event of any conflict or inconsistency between parts of the Contract, the following descending order of precedence shall apply: (a) the Service Agreement (front sheet or order form, including any special terms stated thereon); (b) any bespoke Schedule or addendum signed by both parties (specific to the Client's services); (c) these Terms of Service (the main body of this agreement); (d) any ancillary web pages expressly incorporated by reference into these Terms of Service.

14.3 Good Faith Discretion. Where these Terms or the Service Agreement confer any right of "sole discretion" on Sentrama (for example, in determining whether criteria are met, or whether to approve a request), such discretion shall be exercised in good faith and in a commercially reasonable manner.

14.4 Meeting Qualification Process

The Service Agreement and onboarding documents will include Qualification Criteria that define what counts as a qualified, billable meeting for your campaign.

14.4.1 The agreed Qualification Criteria (as detailed in your campaign strategy and onboarding documents) form the definitive guide to what constitutes a billable lead or meeting. These agreed criteria will be used to evaluate each meeting's eligibility under the Sentrama Guarantee. Changes to the Qualification Criteria are only effective if agreed in writing by a Sentrama Director and the Client. (Verbal changes or unilateral changes are not valid.)

14.4.2 Sentrama will notify you promptly if you request a change that could impact campaign performance targets or the Guarantee Criteria. If you wish to proceed with such a change, it may require a mutually agreed adjustment to fees or delivery timelines (to reflect the new criteria or targets).

14.5 Guarantee Criteria

A Booked Meeting (as defined above) is deemed to be a Guaranteed Meeting – and thus a Billable Meeting – only if all of the following Guarantee Criteria are met. These criteria mirror the commitments in Sentrama's "Guaranteed Meetings" program (as reflected in the "Sentrama Guarantee" column of our 'Our Partnership Clarified' page, snapshot dated 3 July 2025):

Qualification: (Timely booking and fit) The Prospect books a call with the Client's sales team within fourteen (14) calendar days of Sentrama's conversation and the Prospect fits the agreed ICP.
Interest / Reason: (Identified business need) During the outreach, the Prospect expresses at least one identifiable business pain point, challenge, or area of interest that the Client's solution or service can potentially address.
Role / Authority: (Decision-maker or influencer) We provide 'blended' seniority of executives that fit within your Ideal Customer Profile.
Timeline & Urgency: (Near-term meeting scheduled) The meeting itself is scheduled to take place no later than fourteen (14) calendar days from the date the meeting was booked.
Attendance: (Show-up rate quality) A rolling ≥ 70% attendance rate is maintained across all paid meetings in the relevant Meeting Block. In other words, at least 70% of the meetings delivered in the block are attended by the Prospects. If the attendance ratio for a Meeting Block falls below 70%, Sentrama will, at no additional charge, re-book meetings or provide equivalent replacement meetings (or issue pro-rata credits) until the 70% attendance threshold is restored for that block.
Handoff: (Proper handover to Client's team) For each meeting, Sentrama will: (a) send a calendar invite to all parties with the agreed details; (b) execute Sentrama's standard "show-up protocol" (reminders and confirmations to maximize attendance); and (c) provide meeting handover notes to the Client via the MeetingConfirmed Platform (including suggested ice-breaker topics, the Prospect's key pain points, and an outline of the Prospect's role and authority within their organization).

Only if a Booked Meeting fails to meet one or more of the above Guarantee Criteria will that meeting be considered for re-booking or credit under Section 15. If a meeting meets all of the Guarantee Criteria, it is considered successfully delivered and billable (regardless of any subsequent outcome).

Note: Sentrama may also set forth aspirational or ideal targets (the "Sentrama Standard") in our sales materials or dashboards; however, those aspirational standards do not constitute part of the Guarantee Criteria set forth in this Section 14.5. Only the specific criteria listed above form the basis for determining whether a meeting qualifies for the Sentrama Guarantee.

14.6 Billable Meetings

14.6.1 Each Guaranteed Meeting that satisfies all of the Guarantee Criteria is automatically deemed a Billable Meeting and will count against the Client's Meeting Block quota (i.e. it will be deducted from the number of guaranteed meetings purchased).

14.6.2 If a meeting fails to meet one or more of the Guarantee Criteria, Sentrama's sole obligation and liability is limited to, at Sentrama's option: (i) re-booking a replacement meeting for the Client at no additional charge, or (ii) issuing a credit or refund for that meeting in accordance with Section 15 (Refunds & Credits). Re-booked or credited meetings under this guarantee will not count against the Client's Meeting Block quota.

14.6.3 Once a meeting has met the Guarantee Criteria and is delivered, it is considered a successful introduction and remains Billable regardless of: (a) the future progress of the sales opportunity (e.g. whether the prospect moves forward in the Client's sales pipeline or not); (b) whether or not the Client ultimately closes any sale or deal with the Prospect; or (c) any post-meeting actions (or inactions) by the Client's team, including follow-up steps that are the responsibility of the Client.

14.6.4 Scope of Deliverables: The Client acknowledges that Sentrama's deliverable under this Agreement is the arrangement of qualified introductory meetings as described above. These delivered meetings constitute commercial introductions only. Sentrama does not promise or guarantee any specific business outcome from any meeting (such as a sale, revenue, or partnership). Sentrama's role is limited to facilitating the introduction and ensuring the meeting meets the agreed criteria.

14.6.5 Waiver of ICP or Approval Objections Upon Progression: If the Client attends a meeting and subsequently takes any step to progress the Prospect within its sales process — including but not limited to creating an opportunity, advancing a deal stage, issuing a proposal, pricing discussion, follow-up meeting, or commercial negotiation — the Client shall be deemed to have accepted the Prospect as valid and within scope for the purposes of this Agreement. In such circumstances, the meeting shall be irrevocably deemed a Billable Meeting, and the Client waives any right to later dispute billability on the grounds that the Prospect was allegedly outside the ICP, not pre-approved, or otherwise unsuitable.

14.6A Meeting-Block Structure & Up-Front Billing

Certain Sentrama services are structured around Meeting Blocks (pre-paid bundles of meetings) and corresponding up-front deposits. The following terms apply to Meeting Blocks and related billing:

Block Quota & Count: The parties agree that the Contract covers a specified number of Meeting Blocks, each comprising a set number of Billable Meetings (the "Block Quota"), as stated in the HubSpot Service Agreement or quote (the "Service Sheet"). For example, a Service Agreement might state that the campaign consists of 3 Meeting Blocks, each containing 10 guaranteed meetings, meaning a total of 30 guaranteed meetings are contracted.

Up-Front Fee: The Meeting Deposit for each Meeting Block (see definition in Section 14.1) is due and payable in full on the first business day of the calendar month in which that Meeting Block begins. This payment is required regardless of whether all Billable Meetings in that block are delivered within the same calendar month or are delivered over a longer period (see Roll-Forward below).

Roll-Forward of Undelivered Meetings: If, at the end of a given calendar month, the number of Billable Meetings that have actually been delivered in the current Meeting Block is less than the Block Quota for that block, the remaining undelivered meetings ("Rollover Meetings") will automatically roll forward into subsequent months. Sentrama will continue to deliver the Rollover Meetings in the following month(s) until the total number of delivered Billable Meetings for that Meeting Block equals the Block Quota.

Condition Precedent: Timely payment of each Meeting Deposit is a condition precedent to Sentrama's obligation to deliver any Rollover Meetings or to commence work on any subsequent Meeting Block. If a Meeting Deposit is not paid on time for a given block, Sentrama may suspend scheduling further meetings until the payment is received, and Sentrama will not be obligated to catch up on any meetings for the period in which payment was delinquent.

Pacing of Delivery: For the avoidance of doubt, the parties acknowledge that the contractual obligation to supply one (1) Meeting Block per calendar month is subordinate to, and fully satisfied by, the eventual delivery of the Block Quota of Billable Meetings under the Guarantee Criteria — even if delivering the full Block Quota extends beyond the calendar month in which that Meeting Block began. In other words, timing is secondary to quality: the scheduling of meetings may be slowed if necessary to ensure that all meetings meet the agreed Guarantee Criteria.

14.7 No-Show Scenarios

The following policies apply to "no-show" situations (when either the Prospect or the Client's representative fails to attend a scheduled meeting):

14.7.1 Prospect No-Show: If a Prospect fails to attend a scheduled meeting and as a result the overall attendance ratio in the Meeting Block falls below 70% (the guaranteed attendance floor), then Sentrama will use reasonable endeavours to re-book that meeting or provide an equivalent replacement meeting at no charge to the Client. The originally missed meeting will remain counted as a Billable Meeting unless and until a replacement meeting is delivered for it.

14.7.2 Client No-Show: If the Client's designated sales representative or attendee fails to attend a scheduled meeting without at least 4 hours' prior written notice to Sentrama, then that meeting is considered irrevocably Billable (it will count as one of the delivered meetings under the Contract, regardless of the missed attendance). If the Prospect is willing to re-book the meeting for another time, that re-booked meeting will be scheduled as an additional Billable Meeting (i.e. it will count as a separate meeting in addition to the one missed by the Client). The Client's team is expected to attend all scheduled meetings on time; failure to do so not only counts against the Client's Meeting Block but can also exhaust the Prospect's willingness to reschedule.

15. Refunds, Credits & Meeting Insurance

15.1 Shortfall Remedy. If, by the end of the Contract Term, the cumulative number of Billable Meetings actually delivered in the relevant Meeting Block(s) is less than the contracted quota—after accounting for all re-bookings under § 14.7—Sentrama, at its sole discretion, will elect one of the following exclusive remedies:

(a) Top-up Delivery: supply additional Billable Meetings to cover the shortfall within one hundred twenty (120) days after the shortfall is confirmed; or

(b) Monetary Adjustment: issue a pro-rata refund or service credit for the undelivered meetings after the reconciliation process in § 15.2 has concluded. The remedy chosen by Sentrama shall be final and non-negotiable.

15.2 Reconciliation Timing

(a) Reconciliation Date. Thirty (30) calendar days after the delivery date of the final Meeting Block (the "Reconciliation Date"), Sentrama will calculate: (i) the total number of Billable Meetings actually delivered across all Meeting Blocks, and (ii) any remaining shortfall, net of Rollover Meetings and no-show re-bookings.

(b) Sentrama Election. Within ten (10) business days after the Reconciliation Date, Sentrama will notify the Client which remedy under § 15.1 it has elected. The Client has no right to choose or compel a particular remedy.

(C) Settlement Window. If Sentrama elects the Monetary-Adjustment remedy, the resulting pro-rata refund or service credit will be processed within six (6) months of the Reconciliation Date.

(d) No Client Claim Window. Because the remedy is entirely at Sentrama's election, the Client need not (and may not) submit a separate refund request.

(e) Expiry of Refund Rights. Any right of the Client to claim or receive a refund, credit, or top-up meeting under this Section 15 shall automatically expire nine (9) months after the date of the relevant Service Agreement or order form. After this period, no further claims for refunds, credits, or meeting insurance may be made or honored, regardless of circumstances.

Refund Request Window: The Client may submit a written request for a refund or credit (based on the reconciliation results) only after the Reconciliation Date and within fourteen (14) calendar days following the Reconciliation Date by filling out the refund form. Clients can request a refund form via emailing accounts@sentrama.com. Any refund request submitted before the Reconciliation Date, or submitted later than fourteen days after the Reconciliation Date, shall be considered invalid and not be honored.

Form of Refund: If a shortfall is confirmed and approved by Sentrama, Sentrama may choose one of the two remedies set forth in Section 15.1: either (i) to receive additional Billable Meetings (top-up meetings) delivered by Sentrama within sixty (120) days to cure the shortfall, or (ii) to receive a pro-rata refund or service credit for the undelivered meetings.

Form of Refund (Monetary Adjustment). Where Sentrama has elected the Monetary-Adjustment remedy, it will compute the refund amount by taking the number of undelivered meetings (i.e., the shortfall) and multiplying by the per-meeting rate originally paid by the Client for the relevant Meeting Block(s). Any refund will be issued in the same form as the original payment method where technically feasible, or via bank transfer or business check at Sentrama's discretion.

Prerequisite of Good Standing: The Client must be in good standing with all payment obligations in order to be eligible to receive any refund or credits. Sentrama will not be obligated to issue a refund or schedule top-up meetings while any invoices are unpaid or overdue. Furthermore, Sentrama may offset (net-off) any undisputed sums owed by the Client against any refund amount due to the Client.

15.3 Non-Refundable Fees. The refund or credit remedies in this Section 15 apply solely to Meeting Deposits and prepaid Meeting Block fees. All other amounts—including, without limitation, one-time onboarding fees (Launchpad fees), set-up fees, platform-access or subscription fees (e.g., "Sandra"), monthly Engine fees (Physical Engine, Webinar Engine, In-Person Event Engine, or any similar module), and any charges not expressly designated for guaranteed meetings—are non-refundable under all circumstances.

Prerequisite of Account Good Standing. No refund or credit shall become due unless the Client's account is fully current on all invoices, including Engine fees and any other outstanding charges.

15.4 Client-Caused Changes: If the Client pauses the campaign/activity for a significant time or unilaterally makes changes to the agreed Qualification Criteria or Guarantee Criteria without Sentrama's prior written consent, any and all refund or credit rights under the Sentrama Guarantee for the period affected by such pause or changes shall be waived and nullified. In other words, the Sentrama Guarantee (and related refund/credit promise) relies on the continuity of the campaign as agreed in the original terms. Material changes initiated by the Client may void the guarantee for that period.

(Note: Sentrama's Meeting Insurance Policy, if provided separately, may contain additional details or terms regarding the handling of meeting shortfalls, which would be incorporated by reference if applicable.)

16. Confidentiality & Data Protection

16.1 Mutual Confidentiality: Each party (each, a "Receiving Party") shall keep strictly confidential and not disclose to any third party any technical or commercial information, know-how, business plans, scripts, prospect lists, or other confidential information obtained from the other party (the "Disclosing Party") in connection with the Agreement. The Receiving Party shall use the same degree of care (but not less than a reasonable standard of care) to protect the Disclosing Party's confidential information as it uses to protect its own confidential information. Confidential information may be used by the Receiving Party only for the purpose of performing or receiving services under this Agreement and for no other purpose without the Disclosing Party's prior written consent.

16.1A Non-Disparagement and Campaign Data Restrictions: The Client shall not, during the term of this Agreement or at any time after its termination or expiry, make, publish, authorise, encourage, or assist any statement, communication, review, post, article, recording, video, social media content, or other public or private communication to any third party that is false, misleading, defamatory, disparaging, or reasonably likely to damage the reputation, goodwill, commercial interests, employees, officers, directors, contractors, services, products, platform, methodology, data processes, or business of Sentrama.

Without limiting clause 16.1, the Client shall not disclose, publish, distribute, upload, transmit, or otherwise make available to any third party any Sentrama Data, campaign performance data, call recordings, transcripts, meeting notes, prospect information, dashboard screenshots, reports, analytics, internal communications, strategy documents, pricing information, scripts, qualification logic, sales methodology, platform outputs, or other information generated by or through Sentrama's services, except strictly for the Client's internal business purposes or where disclosure is required by law.

The Client shall not use any Sentrama Data, call recordings, transcripts, campaign outputs, analytics, or performance materials for the purpose of criticising, benchmarking, auditing, reviewing, reverse-engineering, comparing, or publicly commenting on Sentrama's services without Sentrama's prior written consent.

Nothing in this clause shall prevent the Client from making a truthful statement where required by applicable law, regulation, court order, or competent regulatory authority, provided that, where legally permitted, the Client gives Sentrama prompt written notice before making such disclosure and cooperates with Sentrama in limiting the scope of that disclosure.

Any breach of this clause shall be deemed a material breach of this Agreement. The Client acknowledges that damages alone may not be an adequate remedy for breach of this clause and that Sentrama shall be entitled to seek injunctive relief, specific performance, damages, recovery of legal costs, and any other remedies available under law or equity.

16.2.1 Roles & scope.

• Client-Supplied Data (Controller → Processor). For personal data the Client supplies or instructs Sentrama to process (e.g., target/suppression lists, brand templates, CRM exports), the Client is Controller and Sentrama is Processor under UK/EU GDPR Article 28.

• Sentrama-Sourced Prospect Data (Independent Controllers). For personal data Sentrama acquires from its own GDPR-compliant sources and processes to identify, enrich and contact B2B prospects, Sentrama acts as an independent Controller (typically under Legitimate Interests for B2B direct marketing). Sentrama may disclose such data to the Client as a Controller-to-Controller transfer for the purpose of sales introductions and follow-up. Each party is individually responsible for their own compliance with applicable data protection laws.

• Recordings & meeting metadata. Call recordings and meeting metadata generated on Sentrama systems are Controller data of Sentrama; copies shared with the Client become Controller data of the Client upon receipt.

16.2.2 Direct-marketing compliance. When contacting prospects on the Client's behalf, Sentrama will (a) identify itself and the Client; (b) include a clear opt-out in emails and honour opt-outs promptly; (c) screen phone numbers against applicable do-not-call lists and maintain a current suppression list; (d) display valid caller ID where required; and (e) comply with UK GDPR/PECR and other applicable anti-spam/telemarketing laws for the campaign's target territories.

16.2.3 Data Protection Commitment. Sentrama will comply with its obligations as a data controller or processor (as applicable) under the UK GDPR and EU GDPR when handling any personal data in the course of providing the Services. This includes implementing appropriate technical and organisational measures to safeguard personal data and ensuring that all processing is carried out lawfully, fairly, and transparently in accordance with GDPR.

16.2.4 Controller-to-Controller sharing (Sentrama → Client). Where Sentrama shares Sentrama-sourced prospect data with the Client as independent Controllers, each party will: (a) maintain a lawful basis (typically Legitimate Interests for B2B).

16.2.5 Precedence. In case of conflict with any other provision, this §16 governs all data-protection, privacy and direct-marketing matters.

16.3 Mutual marketing-law warranties & balanced indemnities.

(a) Warranties. Each party warrants that content it supplies and audiences it instructs the other to contact are lawful and non-infringing in target jurisdictions.

(b) Client indemnity (narrowed). The Client will indemnify Sentrama against third-party claims, regulator investigations or fines to the extent arising from: (i) Client-supplied content or targeting instructions that breach applicable law; or (ii) the Client's failure to honour opt-out/suppression obligations once notified.

(C) Sentrama indemnity. Sentrama will indemnify the Client against third-party claims, regulator investigations or fines to the extent arising from: (i) Sentrama's failure to apply required do-not-call/email rules or opt-outs; (ii) Sentrama's unlawful acquisition or use of Sentrama-sourced data; or (iii) Sentrama's material breach of §16.

(d) Conduct of claims. The indemnified party will give prompt notice, reasonable cooperation, and sole control of the defence to the indemnifying party.

(e) Liability cap. All indemnities are subject to the liability cap and exclusions in §17, except to the extent such limits are prohibited by law for specific regulatory penalties.

16.4 (a) Ownership and Perpetual Mutual Licence.

(i) Joint Rights. All Sentrama Data shall be deemed jointly owned by Sentrama and the Client upon creation.

(ii) Sentrama Rights. Sentrama retains an unrestricted, worldwide, perpetual, royalty-free right to store, copy, analyse, modify, commercialise, and re-use the Sentrama Data for any lawful purpose, including future product development and benchmarking.

(iii) Client Rights. The Client receives a concurrent, worldwide, perpetual, royalty-free licence to download, store, copy, analyse and use the Sentrama Data for its own internal business purposes (including sales, marketing and training) and to disclose such data to its advisers, affiliates and prospective investors or acquirers, provided that any onward disclosure is subject to confidentiality obligations substantially no less protective than those in this Agreement.

(iv) No Exclusive Claims. Neither party shall claim exclusive ownership or assert exclusive intellectual-property rights in the Sentrama Data vis-à-vis the other, but each party may enforce its rights against third parties who infringe or misappropriate the data.

(For additional details on data protection and privacy, please refer to §16 (Data Protection & Direct Marketing – Integrated DPA) and Sentrama's Privacy Policy, which further outline each party's responsibilities and compliance measures.)

17. Limitation of Liability

17.1 Liabilities Not Excluded: Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.

17.2 Liability Cap: Subject to Section 17.1 above, each party's total aggregate liability to the other (whether in contract, tort (including negligence), misrepresentation, restitution, or otherwise) arising out of or in connection with this Agreement shall not exceed 100% of the total fees paid (excluding any taxes and expenses) by the Client to Sentrama in the twelve (12) months immediately prior to the event giving rise to the claim. If the duration of the Agreement has been less than 12 months, this cap will be 100% of the fees paid for the shorter period. This limitation applies to all claims collectively, including multiple claims or incidents.

17.3 Exclusion of Indirect Damages: Subject to Section 17.1, neither party shall be liable to the other for any indirect, special, incidental, consequential, or punitive losses or damages of any kind. This exclusion includes, but is not limited to, any loss of profits, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill or reputation, or loss of or damage to data, even if advised of the possibility of such losses. Each party agrees that the other would not have entered into this Agreement without the above limitations of liability.

(The parties acknowledge that the fees payable under this Agreement reflect the allocation of risk set forth in this Section 17. The limitations and exclusions in this Section will apply to the maximum extent permitted by law, regardless of the form of action, whether in contract, tort, strict liability or otherwise.)

18. Force Majeure

18.1 No Liability for Force Majeure Events: Neither party shall be liable for any delay or failure in performing its obligations under this Agreement (except for payment obligations) if such delay or failure is caused by events, circumstances, or causes beyond that party's reasonable control (each, a "Force Majeure Event"). Force Majeure Events may include, but are not limited to: acts of God (e.g. flood, earthquake, other natural disasters), epidemic or pandemic (including COVID-19 or any similar outbreaks), cyber-attacks or cyber incidents, war, terrorism, civil unrest, strikes, lock-outs or other industrial disputes, failure of utility services or transportation networks, governmental action or orders, or any other cause not within the reasonable control of the affected party.

18.2 Duty to Mitigate: The party affected by a Force Majeure Event shall promptly notify the other party in writing of the event (to the extent practicable) and its expected impact on performance. The affected party shall use reasonable efforts to mitigate the effect of the Force Majeure Event on its performance and to resume full performance as soon as reasonably possible. If a Force Majeure Event continues for an extended period that materially frustrates the purpose of the Agreement, the parties will discuss appropriate adjustments or termination per Section 19.

19. Termination

19.1 Initial Term and Renewal: The Agreement shall continue for the initial term specified in the Service Agreement (e.g., a fixed campaign duration or minimum commitment period). After the expiration of the initial term, the Agreement will automatically renew on a rolling month-to-month basis (or as otherwise specified in the Service Agreement) unless and until terminated by either party in accordance with this Section 19.

19.2 Termination for Convenience: Except as expressly provided in clause 8.6, either party may terminate this Agreement for convenience (without cause) only after the conclusion of the Initial Term, by giving the other party not less than one (1) full calendar month's written notice. For example, if such notice is given after the Initial Term on 15 March, termination would take effect on 30 April.

19.3 Termination for Cause: Either party may terminate this Agreement with immediate effect by giving written notice to the other party if any of the following occurs: (a) the other party commits a material breach of this Agreement which is incapable of remedy; (b) the other party commits a material breach of this Agreement which is capable of remedy, but fails to remedy it within ten (10) business days after receiving written notice specifying the breach and requiring it to be remedied; (c) the other party becomes insolvent or unable to pay its debts, or enters any form of liquidation, administration, examinership, receivership, dissolution or analogous event; or (d) the other party repeatedly fails to pay invoices or otherwise breaches its payment obligations under this Agreement (such repeated payment breaches constituting a material breach).

19.4 Effect of Termination: Upon termination or expiration of this Agreement for any reason: (a) all unpaid fees and invoices for services provided up to the termination date shall become immediately due and payable by the Client (including any fees for work-in-progress that has been completed or delivered up to termination); (b) any provisions of this Agreement which by their nature or terms are intended to survive termination (including, but not limited to, Sections 14 (to the extent of any ongoing Meeting Block obligations or post-termination meeting delivery/credits), 15, 16, including clause 16.1A, 17, 18, 19.4, 20, and 21) shall survive and continue in full force and effect; (c) any Meeting Blocks or prepaid meetings that remain unused as of the termination date will expire and no refund will be due for them, unless otherwise explicitly agreed in writing by Sentrama (for example, Sentrama may at its discretion agree to credit unused meetings towards a future campaign or refund a portion in exceptional cases, but such agreement must be in writing and signed by Sentrama).

(Termination shall not affect any rights or liabilities that have accrued prior to the date of termination. On termination, each party shall return or destroy the other party's confidential information as required by the confidentiality provisions.)

20. Governing Law & Jurisdiction

20.1 Governing Law: This Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, the laws of England and Wales.

20.2 Jurisdiction: The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter. Each party waives any objection to the proceedings being brought in those courts on the grounds of venue or on the grounds that such courts are an inconvenient forum. (Notwithstanding the foregoing, Sentrama reserves the right to bring proceedings against the Client in any court of competent jurisdiction for the recovery of amounts due and payable by the Client.)

21. Miscellaneous

21.1 Entire Agreement: This Contract (comprising the Service Agreement, these Terms of Service, and any documents incorporated by reference) constitutes the entire agreement between the parties with respect to its subject matter and supersedes and extinguishes all prior agreements, promises, assurances, warranties, representations, or understandings between the parties, whether written or oral, relating to the same subject matter. Each party acknowledges that, in entering into the Contract, it has not relied on and shall have no remedy in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract.

21.2 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision (or the offending part of it) shall be deemed deleted or limited to the minimum extent necessary, and the remaining provisions of the Agreement shall continue in full force and effect. In such case, the parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that, as closely as possible, achieves the economic, legal, and commercial objectives of the original provision.

21.3 Assignment: Neither party may assign, transfer, or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Sentrama may assign or transfer this Agreement (in whole or in part), without the Client's consent, to (a) any affiliate or subsidiary of Sentrama, or (b) as part of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

21.4 Notices: All legal notices or other formal communications required or permitted under this Agreement shall be in writing and shall be delivered to the respective parties at the addresses specified in the Service Agreement or to such other address as a party may designate by written notice to the other. Notices shall be delivered by hand, by pre-paid recorded postal delivery, by internationally recognized courier service, or by email (provided that in the case of email, the notice must be sent to an email address designated by the receiving party for legal notices, and an acknowledgment of receipt must be obtained). Notices shall be deemed received: (a) if delivered by hand, on the date of delivery; (b) if sent by post, on the third business day after posting; (c) if sent by courier, on the date of delivery; or (d) if sent by email, on the date of transmission (if sent during business hours on a business day) or on the next business day (if sent outside business hours or on a non-business day).

21.5 Incorporation by Reference: The Client acknowledges and agrees that any Sentrama Service Agreement, order form, or HubSpot quote that expressly references these Terms of Service is intended to incorporate these Terms of Service as an integral part of the parties' agreement. By signing or accepting a Service Agreement or quote that references these Terms, the Client is confirming its acceptance of, and agreement to be bound by, these Terms of Service. In the event that the Client has any questions about the integration of these Terms with a specific Service Agreement, the Client should address such questions to Sentrama before execution.

21.6 Electronic Signatures and Acceptance: The parties agree that this Agreement, and any Service Agreement or related ordering document, may be executed and/or accepted electronically. This can include, for example, execution via electronic signature services or the Client clicking an "Accept" or "Sign" button on an electronic quote or proposal (such as a HubSpot quote). Any such electronic execution or acceptance shall be deemed to have the same legal effect as a handwritten signature and shall be binding on the parties.

21.7 Version Control: These Terms of Service are identified by the "Last updated" date at the top. Sentrama may update or amend these Terms from time to time as provided in Section 1.2. Sentrama will maintain an archived record of each version of the Terms of Service, and will ensure that the version applicable to any given Client's Service Agreement is identifiable. For the avoidance of doubt, the version of the Terms in effect on the date of the Client's acceptance of the Service Agreement will govern that Client's relationship with Sentrama, unless a subsequent version is separately agreed to in writing.

Product B: Sentrama Data

Terms of Service for Sentrama Self-Serve Platform

1. Introduction

1.1 About Sentrama: Sentrama ("Sentrama") is the trading name of Brightside Enterprises Limited T/A Sentrama, a company incorporated and registered in England and Wales with company number 12265340, whose registered office is at Unit 3, Temple Campus, Temple Gate, Bristol, England, BS1 6QA. These Terms of Service (the "Terms") govern all use of the Sentrama website, platform, and all content, services and products available at or through the Sentrama website or services (collectively, the "Service"). By registering, accessing, or using any services developed, operated, maintained, or hosted by Sentrama (including all websites and IP addresses available at Sentrama's sites, and any configuration thereof), you (the "Client") agree to be bound by these Terms.

1.2 Changes to Terms: Sentrama reserves the right, at its sole discretion, to revise, update or change these Terms from time to time without prior notice to you, and you agree to be bound by such modifications or revisions. Any new features that augment or enhance the current Service, including the release of new tools, features or resources, shall be subject to these Terms. The "Last updated" date above indicates the effective date of the current version of these Terms. Continued use of the Service after any changes constitutes acceptance of the new Terms.

1.3 Global Applicability: Sentrama's services are offered globally. You agree that these Terms of Service apply to you regardless of your country of residence or use, to the maximum extent permitted by applicable law.

1.4 Please also review our Privacy Policy (available on our website), which explains how we collect and use personal data. These Terms, together with our Privacy Policy and any applicable Data Processing Addendum, form the complete agreement between you and Sentrama regarding the Platform. The headings used in these Terms are for convenience only and will not affect the interpretation of any provision.

1.5 Welcome to Sentrama's self-serve platform ("Platform"). These Terms of Service ("Terms") govern your access to and use of the Platform and any related services provided by Sentrama ("Company," "we," or "us"). By registering an account or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not use the Platform.

2. Terminology

For clarity in these Terms, we use certain defined terms:

"Platform" refers to the Sentrama self-service online platform, including all software, tools, and services provided through it for B2B lead generation, data qualification, and related sales enablement functions.

"User" or "you" refers to the person or legal entity who has an account on the Platform or otherwise uses the Platform. If you are using the Platform on behalf of a company or other organization, you represent that you have authority to bind that entity, and "you" will refer to that entity.

"Personal Data" means any information relating to an identified or identifiable natural person (such as contact information of individuals) that is uploaded to or processed via the Platform.

"GDPR" refers to the General Data Protection Regulation. For purposes of these Terms, "GDPR" includes the EU GDPR and/or the UK GDPR (the version of GDPR incorporated into United Kingdom law via the Data Protection Act 2018), as applicable.

"Legitimate Interest Assessment" or "LIA" means an assessment conducted to determine whether a processing activity can rely on the legitimate interests legal basis under GDPR, by applying the required three-part test (purpose, necessity, and balancing).

"Dial-to-Connect Rate" (also called "connect rate") means the percentage of outbound phone calls (dials) that result in a live answer by the intended contact (as opposed to reaching voicemail or no answer). This metric is used to measure the effectiveness of outreach data.

"Proof of Concept" or "PoC" refers to Sentrama's optional 30-day program offered to eligible customers to demonstrate the performance of Sentrama's data in improving Dial-to-Connect Rates, as described in Section 7.

"Money-Back Guarantee" or "Guarantee" refers to the specific guarantee offered as part of a PoC: if the Platform's data does not achieve at least 2× (two times) your baseline Dial-to-Connect Rate during the PoC, you may be eligible for a full refund of fees and an additional compensation payment, subject to the conditions in Section 7.

3. Account Registration and Eligibility

3.1 Eligibility: You must be at least 18 years old and capable of entering into a legally binding contract to use the Platform. The Platform is intended for business use by B2B organizations; by using the Platform, you affirm that you are using it for business purposes and not as an individual consumer. You also represent that you are either a business incorporated or operating in the United Kingdom or another jurisdiction where use of the Platform is lawful. If you are located outside the UK, you are responsible for ensuring that your use of the Platform complies with all local laws.

3.2 Account Registration: To access the Platform's features, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. If you become aware of any unauthorized use of your account or any other breach of security, you must notify us immediately. We reserve the right to suspend or terminate any account that we reasonably suspect is being used in violation of these Terms or for unauthorized purposes.

3.3 Account Use: You are responsible for all use of your account and the Platform by your employees, contractors, or other agents whom you allow to access the Platform. You must ensure that anyone using your account abides by these Terms. If you are an administrator of an enterprise account, you are responsible for managing your authorized users and promptly revoking access for any individual who is no longer authorized.

4. Services and Permitted Use

4.1 Platform Services: Sentrama's Platform is an AI-powered sales data and automation service that allows you to obtain, upload, and manage business contact data, qualify and verify such data, and improve your outbound sales efficiency. Specific features may include access to Sentrama's proprietary database of business contacts, tools to upload your own contact lists for verification, analytics on Dial-to-Connect Rates, and integration with calling workflows. We may update or improve the features of the Platform from time to time. All new features are subject to these Terms.

4.2 Permitted Use: We grant you a limited, non-exclusive, non-transferable right to use the Platform and any data provided to you through the Platform solely for your internal business purposes in connection with your sales and marketing efforts. You agree not to use the Platform or any data obtained from it for any purposes that are unlawful or prohibited by these Terms. Specifically, you agree that you will:

4.2.1 Use the Platform and data lawfully: You will use any business contact data or other information obtained from Sentrama only in compliance with all applicable laws and regulations, including data protection laws and direct marketing laws. For example, if you use the data to make outbound sales calls, you must comply with any requirements to screen telephone numbers against do-not-call registries (including the Telephone Preference Service (TPS) and Corporate TPS for UK B2B calls) and you must honor any opt-out or do-not-call requests from individuals. You will not use the Platform to send unsolicited mass communications in violation of spam or privacy laws.

4.2.2 Upload only compliant data: If you upload or import any Personal Data (such as your own customer or prospect lists) into the Platform, you represent and warrant that such data was collected and is shared with Sentrama in compliance with all applicable laws. In particular, you must have a valid lawful basis under GDPR (and any other relevant privacy laws) to process and share that Personal Data with us. If you rely on legitimate interests as your lawful basis, you affirm that you have conducted a Legitimate Interest Assessment (LIA) and documented that the processing is necessary and not overridden by the data subjects' rights. (As the UK's Information Commissioner's Office recommends, an LIA involves a three-part test of purpose, necessity, and balancing to ensure legitimate interest applies.) You agree to maintain records of your GDPR compliance (such as copies of LIA documents or consent records) and provide such records to us upon reasonable request for verification.

4.2.3 Prohibited Data: You will not upload or provide to the Platform any Personal Data that is considered Special Category or sensitive under GDPR (e.g. personal data revealing racial or ethnic origin, political opinions, religious beliefs, health information, etc.) or any data about children or any other individuals from whom you do not have the right to collect and use their data. The Platform is not intended to process such sensitive data, and we will not have any liability arising from your provision of prohibited data.

4.2.4 Acceptable Use Restrictions: You will not use the Platform in any manner that could harm, disable, overburden, or impair our services or infrastructure. This includes not using any automated means (such as bots or scripts) to access the Platform's data in bulk outside of the provided interface or API, and not attempting to reverse engineer or copy the Platform's software. You will refrain from uploading any content or material to the Platform that is unlawful, defamatory, infringing, or otherwise violative of any third-party rights. You will not use the Platform to harass, abuse, or unlawfully contact any individual. If the Platform provides you with contact information of prospective leads, you must use that information responsibly and cease contacting any person who indicates they do not wish to be contacted.

4.2.5 No Resale or Unauthorized Distribution: The data, insights, and outputs you obtain from the Platform are for your internal use only. You are not permitted to resell, license, distribute, or provide any portion of the Platform (including any contact lists or data you obtain through it) to any third party, except to your own contractors or agents working for your internal business purposes (and in compliance with these Terms). You must ensure any such agents keep the data confidential and use it only for you and as allowed by these Terms. Sentrama retains the right to seed or audit provided data to monitor compliance with this restriction.

4.3 Platform Updates and Changes: We reserve the right to modify the Platform's functionality, user interface, or available features at any time. We will endeavor to notify you of major changes that may affect your use. Any new feature or tools which are added to the current Platform will also be subject to these Terms. We also reserve the right to establish or modify general practices and limits concerning use of the Platform (for example, we may impose volume limits on data queries or API calls, if applicable). We will not be liable if for any reason the Platform is unavailable at any time or for any period, but we will make reasonable efforts to ensure continuity and uptime.

5. Data Protection and User Responsibilities

5.1 Roles of the Parties (GDPR): In relation to Personal Data that you upload to the Platform or ask us to process on your behalf, you are the data Controller and Sentrama is a data Processor under GDPR. This means you determine the purposes and means of processing such personal data, and we act on your instructions to provide the services. When we provide you with our own datasets of business contact information, Sentrama may act as an independent Controller for the initial collection and preparation of that data (ensuring it was collected lawfully), but when we deliver or make such data available to you through the Platform, you become the Controller for your subsequent use of that data. Both parties agree to comply with the applicable data protection laws with respect to their processing of Personal Data.

5.2 Data Processing Addendum: If required by GDPR or other privacy laws, we are willing to enter into a separate Data Processing Agreement or Addendum ("DPA") to detail our obligations as a Processor. In the absence of a separately signed DPA, these Terms and our Privacy Policy collectively reflect the parties' data processing obligations, including that we will process Personal Data only on your documented instructions and implement appropriate technical and organizational measures to protect it. We will not use or disclose Personal Data from your account except as necessary to provide the services, comply with the law, or as otherwise permitted by these Terms and our Privacy Policy.

5.3 Security: We employ administrative, physical, and technical safeguards intended to protect the security and confidentiality of the data you store in our Platform. However, no system is completely secure. You are responsible for maintaining the security of your account credentials and for configuring your account settings in a secure manner. Please notify us promptly of any suspected unauthorized access or security breach involving your data or the Platform.

5.4 GDPR Compliance by User: You are solely responsible for ensuring that your use of the Platform, and the data you process via the Platform, comply with GDPR and other data protection laws. This includes (without limitation) your responsibility to: (a) provide appropriate privacy notices to individuals whose data you collect/use, (b) determine and document your lawful basis for processing personal data (consent, legitimate interests, or others), (c) if using legitimate interests, perform the required balancing test and Legitimate Interest Assessment (and update it as necessary), (d) respond to any data subject rights requests (erasure, access, etc.) for data in your account – you may contact us if you need assistance to fulfill a data subject request involving data on our systems, and (e) ensure that any international transfer of personal data (for example, if you or your prospects are outside the UK) is done in compliance with GDPR transfer restrictions (we provide UK-approved Standard Contractual Clauses in our DPA if needed for EU-to-UK data transfers). Sentrama will assist you in GDPR compliance as reasonably required and according to our DPA or Privacy Policy, but we do not assume responsibility for handling data subject communications or regulatory obligations on your behalf.

5.5 User's Indemnity for Data Violations: You agree to indemnify and hold Sentrama harmless from any losses, fines, or claims arising out of your failure to comply with data protection laws or the provisions of this Section 5. If you upload or provide data that is not GDPR-compliant, or use data from the Platform in a manner that violates applicable law, and this causes us to be investigated or sued, you will be responsible for all costs and damages as described in the Indemnification clause of these Terms (Section 13).

5.6 Data Retention and Deletion: Upon termination of your account (or earlier, upon your request), we will delete or return the personal data that you have uploaded to the Platform, in accordance with our obligations as a Processor. We may retain copies of certain data as required for legal compliance, backup, or record-keeping purposes, but will continue to protect any such retained data in accordance with these Terms and applicable law. Any aggregated or anonymized data that does not identify individuals may be retained by Sentrama for service improvement purposes, provided that no such data will identify or be attributable to you or any data subject.

6. Fees and Payment

6.1 Fees: Use of the Platform and related services is subject to the payment of applicable fees. Your fees and payment schedule will depend on the plan or services you select (for example, purchasing a certain volume of data credits, a monthly subscription, or a one-time Proof of Concept fee). All fees will be disclosed to you via the Platform interface or a written order form before you incur them. By entering into this agreement and/or using paid features, you agree to pay the fees specified for the services selected.

6.2 Invoicing and Payment Terms: Fees may be charged in advance or in arrears, depending on the service. For self-service online purchases, you must provide a valid payment method (e.g. credit card) and you authorize us to charge it for the recurring or one-time fees as they become due. If we agree to invoice you, payments are due within the time frame noted on your invoice (typically 14 days from invoice date) unless otherwise agreed in writing. Late payments may accrue interest at the rate of 4% per annum above the Bank of England's base rate, from the payment due date until paid, or the maximum rate allowed by law, whichever is lower. We reserve the right to suspend or terminate your access to the Platform (including any ongoing services like a Proof of Concept) if fees are past due.

6.3 Taxes: All fees are stated exclusive of any value-added tax (VAT), sales tax, or other governmental charges. You are responsible for any applicable taxes on the services provided under these Terms, other than taxes based on Sentrama's income. If Sentrama is required by law to collect and remit any taxes on your behalf, we will add such taxes to the invoices or charges, and you agree to pay them. We will provide a valid tax invoice where required.

6.4 No Refunds (General): Except as expressly provided in these Terms or required by law, all payments are non-refundable. This means that if you cancel your subscription or do not use all the data credits or services you purchased, you are not entitled to a refund for the unused portion. However, if you qualify for our Money-Back Guarantee under Section 7, then the refund terms of that Guarantee will apply.

6.5 Billing Disputes: If you believe that Sentrama has billed you in error or if you have a good-faith dispute regarding any charge, you must contact us in writing at accounts@sentrama.com within three (3) months of the date of the charge in question. We will work with you in good faith to resolve the dispute. If you do not submit a dispute within this 3-month period, you waive any right to dispute that charge (to the fullest extent permitted by law), and the charge will be deemed final and accepted by you. This clause does not affect your rights under the Money-Back Guarantee or your rights to challenge fraudulent charges with your payment provider, but it is intended to ensure timely resolution of billing issues.

6.6 Changes in Fees: Sentrama may modify its fees or introduce new fees for the Platform with at least 30 days' notice to you (for example, by email or by displaying a notice on the Platform). Fee changes will not affect services or subscriptions already in progress; they will apply from the next renewal or purchase. If you do not agree with a fee change, you may cancel your subscription or stop using the paid feature before the new fees take effect. Your continued use of the Platform after the fee change constitutes your agreement to the revised fees.

7. Proof of Concept Program and Money-Back Guarantee

7.1 Availability of PoC: Sentrama may offer a one-time "Proof of Concept" program to new or qualifying customers, at our sole discretion. The Proof of Concept (PoC) is a 30-day pilot engagement designed to demonstrate the value of Sentrama's data in improving your team's outbound calling performance. Not every customer will be offered a PoC; we reserve the right to decline offering a PoC (and its associated Guarantee) to any customer for any reason, without obligation to disclose our reasoning. If you are offered and choose to participate in a PoC, the following terms in this Section 7 will apply. We will confirm your participation and any special terms in writing (e.g. via email or order form) at the start of the PoC.

7.2 PoC Process and Scope: During the PoC, our team will work closely with you using the Platform to get you set up and to run a controlled outbound calling test. The PoC process typically involves the following steps:

7.2.1 Onboarding (Day 1): We will hold an onboarding call (approximately 30–45 minutes) with you. In this call, we establish the parameters of the test, identify your ideal customer profile (ICP) or target criteria, and set up the foundations for a high-performance outbound engine. We will also work with you to establish your current baseline Dial-to-Connect Rate (using either your historical calling data or a preliminary calling test) – this baseline will serve as the benchmark for the Guarantee.

7.2.2 Data Processing & Verification (Days 2–6): After onboarding, Sentrama will take the agreed-upon target criteria and pull a set of prospect data (e.g., business contacts) from our sources. We will then apply our advanced AI-driven qualification and reachability verification process to this data. This process typically takes 5–7 working days, during which we filter and test the prospects to identify those who are most likely to pick up the phone. For example, we might start with a broad list of, say, 2,000 potential contacts, then qualify them down to 1,000 based on fit, and finally perform phone reachability analysis to identify a subset (e.g., 200 contacts) that consistently answer calls. The exact volumes can vary, but the outcome is a list of "Guaranteed Data" prospects who are highly likely to be reachable.

7.2.3 Kickoff & Delivery (Day 7): We will schedule a PoC kickoff call (30–45 minutes) on or around Day 7. In this meeting, Sentrama delivers the verified contact list to you (typically via the Platform or secure file transfer) and provides you with a recommended calling plan and activation steps. We will instruct your team on how to integrate this data into your calling workflow and discuss best practices (such as call times, cadences, and any specific messaging guidance) to ensure a fair test of the data's effectiveness. At this point, the active calling phase of the PoC begins.

7.2.4 Controlled Calling Period (Days 8–29): Over the next few weeks, your team (SDRs/BDRs/AEs or others making outbound calls) will call the provided list of verified prospects. This period is considered a controlled test environment – we advise that you dedicate a portion of your team's calling time solely to the PoC prospects and follow the agreed calling plan (e.g., number of call attempts per prospect, calling hours, etc.) to accurately gauge performance. During this period, Sentrama may monitor progress and be available to support with any questions or minor adjustments. You agree to make a good-faith effort to contact the prospects as instructed; failure to do so (for example, not making the agreed number of call attempts) may result in the Guarantee (defined below) being voided, as the test results would not be reliable.

7.2.5 Final Review (Day 30): At the end of the 30-day PoC, we will hold a final review call (approximately 40–60 minutes) with you. In this call, we will jointly review the outcomes of the PoC, including the achieved Dial-to-Connect Rate on Sentrama's provided data versus your baseline. We will quantify the performance uplift (e.g., how many more conversations or meetings were generated using our data). We will also discuss next steps and how these results could scale if you continue using Sentrama's services. You will receive a documented summary of the PoC results, including the new Dial-to-Connect Rate achieved, which will be used to determine if the Guarantee conditions were met.

7.3 Money-Back Guarantee: The PoC includes Sentrama's Guaranteed Leads™ promise, which for the purposes of these Terms is defined as a conditional money-back guarantee with an additional compensation. Specifically, we guarantee that the Dial-to-Connect Rate achieved when using the verified prospect data we provide in the PoC will be at least two times (2×) your established baseline Dial-to-Connect Rate.

7.3.1 Successful Outcome: If the Dial-to-Connect Rate with Sentrama's data meets or exceeds 2× your baseline rate, the PoC is considered successful. In this case, no refund or compensation is owed (you have received the expected improved performance). We hope you will continue with our services to further build on this success, but you are under no obligation beyond the PoC.

7.3.2 Guarantee Trigger (Unsatisfactory Outcome): If the Dial-to-Connect Rate achieved with the Sentrama-provided leads is less than double your baseline rate (i.e. less than 2×), you will be eligible to claim the money-back guarantee. Upon a valid claim, Sentrama will refund all fees you paid for the PoC (i.e., the full amount you paid for the data and services during the 30-day PoC). There is no complex fine print to this promise – if we fail to substantially improve your connect rate as promised, you get your money back. However, the Guarantee is subject to the conditions and limitations stated in these Terms.

7.4 Conditions for Guarantee Eligibility: The Money-Back Guarantee is offered in good faith to demonstrate our service's effectiveness. To ensure that the results are objectively determined, the following conditions must be met for you to be eligible to claim the Guarantee refund and compensation:

7.4.1 Offer in Writing: The Guarantee applies only if you have been expressly offered the Money-Back Guarantee as part of your PoC agreement. Typically, this will be indicated in your order form or confirmation email for the PoC. If we do not offer the Guarantee to you (for example, if we determine that a PoC isn't appropriate or feasible for your situation), then this Section 7 still describes the PoC process in general but no refund promise applies.

7.4.2 Baseline Determination: A realistic baseline Dial-to-Connect Rate must be established at the start of the PoC, based on data from your recent calling activities or an agreed test. We and you will mutually agree on this baseline figure in writing (e.g., "Baseline connect rate = 5%"). If no reliable baseline can be established, the Guarantee cannot be applied.

7.4.3 Adherence to Plan: You must follow the PoC calling plan and use the Sentrama-provided verified data in the agreed manner. This means your team should make the recommended number of call attempts to each provided contact and generally carry out the calling activities over the PoC period as we jointly planned. If you significantly deviate from the plan (for instance, calling far fewer prospects than agreed, or delaying calls well beyond the PoC period), then the results will not be considered indicative, and Sentrama reserves the right to void the Guarantee. We don't require perfection, but we do require a good-faith effort to implement the test as designed.

7.4.4 Reporting and Honesty: You must accurately report the outcomes of your calls (e.g., how many connects vs. voicemails). We may ask you to provide calling logs or allow us read-only access to your dialer statistics to verify the connect rate achieved. If you withhold information or provide false information about the results, the Guarantee will be void. (We respect that your calling data may be sensitive; any such data you share with us for verification will be kept confidential and used only for evaluating the PoC results.)

7.4.5 Claim Procedure: To claim the Guarantee, you must notify us in writing within 10 days after the PoC final review meeting that you believe the connect rate guarantee was not met and that you are requesting a refund under the Guarantee. In your notice, include the relevant data or outcome that shows the connect rate achieved. We will work with you to validate the results. If the conditions were indeed met and the connect rate fell short, we will process the refund within 30 days of confirming the shortfall. If you do not make a claim within 10 days after the PoC, it will be deemed that you are satisfied with the results and waive any claim to the Guarantee.

7.5 Guarantee Limitations: The Money-Back Guarantee is the sole and exclusive remedy you have for an unsuccessful PoC. If the guarantee is triggered and we refund your PoC fees, that will constitute full settlement of any claims you might have arising from the PoC or its outcome. You will not be entitled to any additional compensation, damages, or remedies from Sentrama, regardless of what the actual losses or costs you incurred might be. Except for our obligation to provide the refund explicitly promised, we make no warranty or guarantee of any specific level of sales success or business outcome from the PoC. We also do not guarantee that we will offer a PoC to every customer; as stated, it is offered at our discretion, typically to qualified prospects where we believe we can add significant value.

7.6 Continuation After PoC: If the PoC is successful (or even if it's not, and you choose to continue working with us), you may continue to use the Platform on a regular basis by purchasing data credits or subscribing to our services. Any such ongoing use will be governed by these Terms (except the Money-Back Guarantee would generally not apply beyond the first PoC unless we explicitly extend a similar offer in writing). We will present you with options for ongoing service and pricing after the PoC. You are free to decline and walk away after the PoC with no further obligations (unless a separate longer-term contract was signed). If you do continue, the performance metrics and lessons learned from the PoC will be used as benchmarks to help optimize your future campaigns. We look forward to helping you maintain the improved connect rates by providing high-quality data via the Platform on an ongoing basis.

8. Intellectual Property Rights

8.1 Sentrama IP: All rights, title, and interest in and to the Platform, including all software, algorithms, databases, user interface design, know-how, and any Sentrama-provided content or data (excluding personal data you upload), are and will remain the exclusive property of Sentrama and its licensors. The Platform is protected by copyright, trade secret, and other intellectual property laws. These Terms do not grant you any ownership rights in the Platform or any Sentrama trademarks, logos, or other brand features. You are only granted a limited license to use the Platform as expressly permitted by these Terms.

8.2 License to Users: Subject to your compliance with these Terms and payment of any applicable fees, Sentrama grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform and to download or export data results from the Platform for your internal business use. This license is for the sole purpose of enabling you to use and benefit from the Platform's services as provided by Sentrama, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of our Platform or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

8.3 Data License and Restrictions: When Sentrama provides you with business contact data (e.g., lists of prospects) as part of the service, Sentrama grants you a license to use that data for your internal sales and marketing activities. This license to the data is worldwide, non-exclusive, limited, and revocable. Important: This data license does not permit you to resell or share Sentrama-provided data outside your organization, as already noted in Section 4.2. Additionally, Sentrama may include seeded or dummy data entries in order to detect unauthorized use; if we discover you have violated usage restrictions (for instance, by reselling our data), your license to use the data and Platform will be immediately revoked and we may pursue legal remedies.

8.4 Your Content: You retain all rights to any content or data that you upload or submit to the Platform (such as your existing lead lists, account information, logos, etc.). Sentrama does not claim ownership of your content. However, by uploading or submitting content to the Platform, you grant Sentrama a worldwide, royalty-free, sublicensable license to use, host, copy, transmit, and display your content solely as needed to provide the services to you and to fulfill our obligations (for example, processing your uploaded list to verify numbers, or displaying your data in your dashboard). We will not use your content for marketing or any other purposes without your consent. This license to your content continues until you delete the content or terminate your account, and for a reasonable period after to allow us to backup and purge data as per our policies.

8.5 Feedback: If you provide any suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Platform ("Feedback") to Sentrama, you hereby grant us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into the Platform or our business operations in any manner. We are not obligated to use any Feedback, and you will not receive any compensation for providing Feedback. Please do not submit any Feedback that you consider confidential or proprietary, as we are free to use it without any confidentiality obligation to you.

8.6 Third-Party IP: The Platform may contain or integrate third-party software components or data (for example, integration with a third-party dialer or CRM via API). Use of third-party software or data may be subject to additional terms from those third parties, which will be made available to you if applicable. You agree to comply with any such third-party terms when they are disclosed to you. Also, if you import data from third-party sources into the Platform, you must ensure you have the rights to use that data and grant us the rights to process it as described. You will not upload or use any content on the Platform that infringes any intellectual property or proprietary rights of any person or entity. Sentrama has the right to delete or disable any content that, in our judgment, may infringe on another's rights.

9. Confidentiality

9.1 Definition of Confidential Information: For the purpose of these Terms, "Confidential Information" means any non-public business or technical information disclosed by one party to the other in relation to the use or provision of the Platform that is either designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Sentrama includes, without limitation, the software, algorithms, pricing, product plans, and data aggregation techniques used in the Platform. Confidential Information of the User includes any of your non-public data you upload to the Platform, including your customer lists and any proprietary business information about your operations that you might share with us during onboarding or support.

9.2 Obligations: Each party agrees that it will use the other party's Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under these Terms, and not for any other purpose. Neither party will disclose the other party's Confidential Information to any third party, except to those affiliates, employees, contractors, or advisors who need to know it for the above-mentioned purpose and who are bound by confidentiality obligations at least as protective as those in these Terms. Each party will protect the confidentiality of the other's Confidential Information with the same degree of care that it uses to protect its own confidential and proprietary information, but in no event with less than reasonable care.

9.3 Exclusions: Information will not be considered "Confidential Information" if the receiving party can demonstrate that: (a) it is or becomes publicly available through no breach of these Terms by the receiving party; (b) it was already known to the receiving party without an obligation of confidentiality prior to disclosure by the disclosing party; (c) it is lawfully obtained by the receiving party from a third party without restriction on disclosure; or (d) it was independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

9.4 Compelled Disclosure: If the receiving party is required by law, regulation, or court order to disclose Confidential Information of the disclosing party, it shall (if legally permissible) give the disclosing party prompt written notice of such requirement prior to the disclosure (to the extent practicable) and assist in obtaining an order or other assurance that the Confidential Information will be afforded confidential treatment. Any disclosures made pursuant to a legal requirement shall be only to the extent necessary to comply.

9.5 Duration: The confidentiality obligations set forth in this Section 9 will remain in effect during the term of these Terms and for 3 years after termination of your account or our relationship, whichever is later. For trade secrets, the obligations remain for as long as such information remains a trade secret under applicable law.

9.6 Return/Destruction: Upon termination of the agreement or upon request of the disclosing party, the receiving party will return or destroy (at the disclosing party's choice) all Confidential Information of the disclosing party that it has in its possession or control (except as otherwise provided in Section 5.6 regarding data retention, and except for copies stored in routine backup archives which will remain protected).

10. Term and Termination

10.1 Term: These Terms are effective from the moment you first accept them (for example, by clicking "I Agree" or by using the Platform) and will continue in effect until terminated as provided herein. If you have subscribed for a specific term (e.g., an annual subscription), these Terms will continue for that subscription term and any renewal terms, unless earlier terminated.

10.2 User Termination: You may terminate your account or stop using the Platform at any time. If you wish to terminate, you should notify us in writing (so we can deactivate your account). Simply ceasing to use the Platform will not necessarily terminate your obligations under these Terms, which will continue until you formally terminate or until we close your account. Note that termination of your account will not automatically entitle you to any refund of fees paid (see Section 6.4 on refunds). If you are on a subscription and you terminate before the end of a prepaid term, termination will be effective at the end of that term (i.e. you will not be charged for renewal, but no prorated refund for the remaining period unless required by law or agreed by us). We may, at our sole discretion, provide a refund or credit for unused services in some cases, but this does not waive our "no refund" policy generally.

10.3 Sentrama Termination or Suspension: We may suspend or terminate your access to the Platform (in whole or in part) immediately upon notice to you if: (a) you fail to pay any overdue amount within 10 days after receiving a delinquency notice from us; (b) you materially breach any provision of these Terms and (if capable of cure) fail to cure the breach within 15 days after notice from us; (c) we reasonably determine that you are using the Platform in a manner that violates law or poses a security or operational risk to the Platform or any third party (for example, if your use of data leads to us receiving a credible complaint of unlawful conduct, or if you attempt to hack the Platform); or (d) you become insolvent, make an assignment for the benefit of creditors, or equivalent proceedings are instituted by or against you. In addition, we reserve the right to discontinue the Platform or any portion or feature thereof at any time for all users, if necessary, by providing you as much advance notice as practicable. In such a case, we would either continue to honor any services you have paid for or provide a prorated refund for unused portions.

10.4 Effect of Termination: Upon termination of your account or these Terms for any reason, your right to access and use the Platform will immediately cease. We will disable your account and you may lose access to any information stored on the Platform, so please be sure to export your data beforehand. We have no obligation to retain your content or data after termination, except as required by law or as outlined in Section 5.6. However, if you terminate and require a one-time assistance to retrieve remaining data, you may contact us and we will try to assist (fees may apply for extensive data retrieval requests).

10.5 Surviving Provisions: All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to: sections on Fees (to the extent payment obligations accrued prior to termination), Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, Governing Law, and any other clauses that imply continued effect. Termination does not relieve either party of any liability or obligation accrued prior to termination (for example, payment of fees due or indemnity for a prior breach).

11. Warranties and Disclaimers

11.1 User's Warranties: You represent and warrant that: (a) you have the full right, power, and authority to enter into and perform under these Terms; (b) you will abide by all laws, regulations, and rules applicable to your use of the Platform and your conduct in connection with it, including privacy and telemarketing laws as described in Sections 4 and 5; (c) all data, content, or materials you provide to Sentrama or upload to the Platform will be owned by you or you have obtained all necessary rights and consents to provide them to us and to use them via the Platform; and (d) your use of the Platform will not conflict with or result in any violation of any obligation to a third party (such as a confidentiality agreement with an employer or another service provider).

11.2 Sentrama's Warranties: Sentrama represents that it is a company duly organized and in good standing in the UK, and that it has the right to provide the Platform under these Terms. We warrant that we will provide the services in a professional and workmanlike manner, consistent with general industry standards. If you are dissatisfied with the service due to a failure on our part to meet this standard, your exclusive remedy is, at our option, either (i) we will use commercially reasonable efforts to re-perform or correct the services to meet the standard, or (ii) you may terminate the service and receive a pro-rata refund for any prepaid period in which the services did not substantially meet the standard. Aside from the foregoing limited warranty, the Platform and all services are provided "as is" and "as available".

11.3 Disclaimer of Warranties: To the maximum extent permitted by applicable law, Sentrama disclaims all warranties, whether express, implied or statutory, other than the explicit warranties set forth in Section 11.2. We do not guarantee that the Platform will be uninterrupted, error-free, or completely secure. We do not make any warranty as to the results that may be obtained from use of the Platform (except as expressly stated in the Money-Back Guarantee for the PoC), or as to the accuracy or reliability of any information obtained through the Platform. You understand and agree that data provided via the Platform (such as business contact information) may contain inaccuracies despite our verification processes, and that the use of any data or software obtained through the Platform is at your own discretion and risk. We expressly disclaim any warranties of merchantability, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written, obtained from Sentrama or through the Platform, will create any warranty not expressly stated in these Terms.

11.4 No Guarantee of Specific Outcomes: Except for the explicit 2× connect rate Guarantee during an approved PoC (Section 7), you acknowledge that Sentrama does not guarantee any particular outcome or return on investment from your use of the Platform. Your sales and marketing results depend on many factors beyond our control (such as your product-market fit, sales techniques, external market conditions, etc.). Sentrama may provide guidance, benchmarks, or calculators for potential efficiency gains, but these are for illustrative purposes and not a warranty or promise of results. For example, if we share an "efficiency calculator" or case studies suggesting that "1 hour on Guaranteed Data = 9 hours on your setup" or that using our data can make your team "900% more efficient," those statements are illustrative marketing examples, and while we strive to help you achieve significant improvements, we do not guarantee those exact figures for your specific case.

11.5 Beta Features: If we offer any beta or trial features on the Platform (features clearly identified as beta, pilot, or evaluation), those are provided "as is" without any warranties whatsoever. Such features are in development and may be changed or discontinued at any time. Your use of beta features is at your own risk.

12. Limitation of Liability

12.1 Indirect Damages: To the fullest extent permitted by law, in no event will Sentrama or its directors, officers, employees, agents, or affiliates be liable to you for any indirect, incidental, special, consequential, or exemplary damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, even if Sentrama has been advised of the possibility of such damages. This exclusion applies to any claims for lost profits or revenue whether those claims are characterized as direct or indirect damages. We are also not liable for any punitive damages or any damages for business interruption, or costs of procurement of substitute goods or services.

12.2 Cap on Liability: To the extent permitted by law, our maximum aggregate liability to you for any and all claims arising out of or relating to these Terms or the use of the Platform shall not exceed the total fees you paid to us for the services in the three (3) months immediately preceding the event giving rise to the liability. This limitation applies collectively to all claims of any kind, including without limitation breach of contract, breach of warranty, negligence, torts, strict liability, misrepresentations, or other grounds. If you have not paid any fees (for example, if you are on a free trial), our liability shall be limited to £100 (one hundred pounds sterling).

12.3 Exceptions: Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by negligence, or (b) fraud or fraudulent misrepresentation, or (c) any liability which cannot be limited or excluded by applicable law (such as certain statutory liabilities under UK law). Additionally, the limitations of liability in this Section 12 are subject to Section 7.5: if you qualify for the Money-Back Guarantee, Sentrama will refund fees and pay the stated £2,000 compensation as promised, even if that amount would exceed the cap stated in Section 12.2. In other words, the Guarantee is an express remedy that in the specified circumstances involves us paying more than the ordinary liability cap, and nothing in this Section 12 is intended to prevent that. However, beyond fulfilling the obligations expressly stated under the Guarantee, we will not have any further liability in connection with a PoC failure as noted in Section 7.5.

12.4 Application to Affiliates and Others: The limitations and exclusions of liability in this Section shall apply not only to Sentrama but also to any parent, subsidiary, or affiliate of Sentrama, and to our and their officers, directors, employees, contractors, agents, and representatives, all of whom are intended third-party beneficiaries of this section. Similarly, you agree that any claims you bring related to the Platform will be brought solely against Sentrama (or its successor), and not against any individual officers or employees.

12.5 Basis of the Bargain: You acknowledge and agree that Sentrama has offered the Platform and set its prices in reliance upon the disclaimers of warranty and the limitations of liability set forth in these Terms, that the same reflect an agreed allocation of risk between the parties, and that the disclaimers and limitations form an essential basis of the bargain between us. Absent such disclaimers and limitations, the fees charged for the services would likely be higher.

13. Indemnification

13.1 Your Indemnification of Sentrama: You agree to defend, indemnify, and hold harmless Sentrama and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all third-party claims, actions, suits or proceedings, as well as any losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or accruing from: (a) your use of the Platform or services (including any data you obtain through the Platform) in violation of these Terms or applicable law; (b) any data, content, or materials that you provide or import into the Platform (including, without limitation, claims that your uploaded data or its use infringes or violates the rights of a third party, or that you lacked proper consent or lawful basis to use or share such data); (c) any outbound marketing or communications you conduct using information obtained from the Platform (for example, any violation of telemarketing laws, GDPR, or other regulations by your team's activities); or (d) your breach of any other provision of these Terms or of any representation or warranty made by you hereunder. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations), and in such case, you agree to cooperate with our defense of that claim.

13.2 Procedure: If Sentrama seeks indemnification from you under this Section 13, we will promptly notify you in writing of the claim (provided that failure to do so only relieves you of your obligation to the extent you are prejudiced by that failure). You shall then promptly assume the defense of the claim through counsel reasonably satisfactory to Sentrama. We will provide you, at your expense, with information and assistance reasonably necessary to defend the claim. You shall not settle any claim in a manner that admits liability or imposes obligations on Sentrama (other than payment of money which you shall pay) without our prior written consent.

13.3 Sentrama's Indemnification of You: Sentrama agrees to defend, indemnify, and hold you harmless from and against any third-party claims, damages, or expenses (including reasonable legal fees) arising directly from an allegation that the Platform, as provided by Sentrama and used by you in accordance with these Terms, infringes any UK or EU patent, copyright, or trademark, or misappropriates a third party's trade secrets. This indemnity does not apply to any claims arising from (i) the combination of the Platform with any of your own or third-party products, software, services, or data (where the infringement would not have occurred but for such combination), (ii) any modifications to the Platform made by anyone other than Sentrama, or according to your specifications, (iii) your use of the Platform in a manner not strictly in accordance with these Terms or the documentation, or (iv) where you continue an activity or use after being notified of allegedly infringing activity or after being provided with a modified non-infringing version by us. If the Platform becomes subject to a claim of infringement or misappropriation, or if we believe such a claim is likely, we may at our option: (a) obtain the right for you to continue using the Platform; (b) modify or replace the Platform (or the allegedly infringing part) to make it non-infringing while preserving substantially the same functionality; or (c) if the above are not commercially feasible, terminate your use of the Platform (or its infringing part) and provide a prorated refund of any prepaid fees for the terminated portion. This Section 13.3 states Sentrama's exclusive liability and your sole remedy for any third-party intellectual property infringement or misappropriation claims.

14. Dispute Resolution

14.1 Amicable Resolution: In the event of any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform, the parties agree to first attempt in good faith to resolve the dispute informally. You agree to contact Sentrama at support@sentrama.com to discuss any issue, and we will likewise contact you (using your account email) to attempt to resolve the matter. Both parties shall use good faith efforts to resolve disputes through negotiation for at least 30 days before pursuing other remedies.

14.2 Arbitration: If a dispute cannot be resolved amicably within a reasonable time (not less than 30 days), it shall be referred to and finally resolved by binding arbitration. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules. Those Rules are deemed incorporated by reference into this clause, and the parties agree that: (a) the number of arbitrators shall be one, appointed in accordance with the LCIA Rules; (b) the seat or legal place of arbitration shall be London, United Kingdom; (c) the language to be used in the arbitral proceedings shall be English; and (d) the governing law of these Terms (and the contract) is as stated in Section 15 below (the laws of England and Wales). The arbitration award shall be final and binding on both parties, and judgment on the award may be entered in any court of competent jurisdiction.

14.3 Exception – Preliminary Relief: Notwithstanding the above agreement to arbitrate, either party may at any time seek interim, provisional, or preliminary injunctive relief from a court of competent jurisdiction in order to protect its rights or property (for example, to prevent misuse of intellectual property or breach of confidentiality) pending the arbitrator's decision. Seeking such interim relief will not be deemed a waiver of the right to arbitrate the underlying dispute, and the dispute shall still be referred to arbitration for final resolution.

14.4 Costs of Arbitration: The costs of the arbitration (including arbitrator fees and administrative fees) shall be borne equally by both parties, unless the arbitrator decides otherwise in the award. Each party shall bear its own legal fees and expenses, unless the arbitrator, in his or her discretion, awards reasonable fees to the prevailing party (if applicable or allowed by law).

14.5 Court Proceedings After Arbitration: Arbitration then Courts – The intent of the parties is that disputes be resolved via arbitration. However, if for any reason a dispute is determined not to be subject to arbitration (for example, a court finds the arbitration agreement invalid or inapplicable to a particular claim), then in such event, the dispute shall be resolved exclusively by the courts as provided in Section 15 (Governing Law & Jurisdiction) below. Additionally, any appeal or challenge to an arbitration award, or any action to enforce an arbitration award, shall be brought in the courts specified in Section 15.

14.6 Opt-Out for Small Claims: If you are an entity or individual domiciled in the UK, and the dispute qualifies for small claims court in England or Wales (meaning it falls under the small claims financial threshold and other rules), either party may choose to resolve the dispute in such small claims court instead of arbitration. This Section 14.6 is the only exception where a dispute covered by this Terms could be brought initially in court rather than arbitration, and it is intended to allow efficient resolution of minor monetary disputes.

14.7 Waiver of Jury Trial: To the extent permitted under applicable law, both you and Sentrama agree to waive any constitutional and statutory rights to go to court and have a trial in front of a judge or jury. Rather, as stated, you and Sentrama elect to have claims resolved by arbitration. In arbitration, there is no jury and court review of an arbitration award is limited.

14.8 Waiver of Class Actions: You and Sentrama agree that any dispute is personal to you and Sentrama and that any dispute will be resolved only on an individual basis and not as a class, representative, or collective action. Neither you nor Sentrama will be a party to a class action, collective action, or representative action. The arbitrator does not have the authority to consider or resolve any dispute or issue any relief on any basis other than an individual basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. (If you do not agree with the above arbitration agreement and class action waiver, you must not use the Platform. By agreeing to these Terms, you are waiving certain rights to litigate in court or to participate in a class action.)

15. Governing Law and Jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the laws of England and Wales. This governing law applies without regard to conflicts of laws principles, and you agree that the Uniform Computer Information Transactions Act (UCITA), the UN Convention on Contracts for the International Sale of Goods (CISG), or any local laws implementing international digital sale conventions shall not apply.

Subject to the arbitration agreement in Section 14, the courts of England and Wales shall have exclusive jurisdiction to hear and decide any action or proceedings and/or to settle any disputes which may arise out of or in connection with these Terms. You and Sentrama each irrevocably submit to the jurisdiction of those courts.

Appendix A: HubSpot Quote Line Items Reference

To assist in understanding the contractual deliverables, the following is a reference guide linking common HubSpot quote line items to their meanings and the corresponding terms in this Agreement:

Guaranteed Data Proof of Concept (Data POC): This line item refers to the fixed-scope Data Proof of Concept service designed to validate Sentrama's multi-source data processing, verification, and reachability methodology prior to any full campaign deployment. The Product B, Sentrama Data terms apply to this service.

Launchpad / Onboarding: This refers to the initial onboarding, campaign strategy, and setup phase of the service (often involving an onboarding or setup fee). In the contract, the Launchpad fee is covered under the one-time fees due at the start (see Section 12.1). It encompasses the work Sentrama performs to get the campaign up and running (planning, ICP confirmation, content setup, integrations, etc.).

Engine / Sandra: "Sandra" is the name of Sentrama's AI-driven sales assistant service (or a branded component of Sentrama's offering). On the quote, a line item for Sandra represents the ongoing monthly service that provides AI-enhanced prospecting, insights, coaching, and support as part of the campaign. This is considered part of the monthly service fees described in Section 12.2. (In practical terms, the Sandra service helps guarantee the sales meetings by analyzing data and optimizing outreach strategies.)

Guaranteed Sales Meetings – Deposit: This line item corresponds to the Meeting Deposit for a block of guaranteed meetings. In the contract, it is defined in Section 14.1 and discussed in Sections 12.3 and 14.6A. The deposit is the upfront fee the Client pays for a Meeting Block of guaranteed meetings. For example, if the quote shows "Guaranteed Sales Meetings – Deposit (for X meetings)", that deposit covers the initial block of X guaranteed meetings, subject to the Sentrama Guarantee as outlined in Section 14.5.

Guaranteed Sales Meetings – Maximum Cap: This item represents the capped amount of meeting fees in case additional meetings beyond the prepaid amount are delivered. In practical terms, if Sentrama delivers more meetings than covered by the deposit in a given period, the "Maximum Cap" line indicates the rate or maximum charge for those extra meetings (often billed in arrears). Section 12.4 of the Terms addresses how additional meeting fees (overages) are handled – they become due at the end of the month in which they are delivered.

MeetingConfirmed Platform Access: This may appear as a line item for access to Sentrama's scheduling and meeting management platform (the MeetingConfirmed Platform). If listed, it usually signifies a monthly technology or platform fee that grants the Client use of the MeetingConfirmed app for scheduling, call recordings, and analytics. In the Terms, platform access fees are mentioned as part of the monthly service fees in Section 12.2. This fee covers the licensing and maintenance of the technology platform used to deliver the guaranteed meetings service.

Engine – Webinar / Engine – Physical / Engine – In-Person Event: Defined as "Engine" in § 14.1; billed under § 12.2 (Monthly Service Fees); excluded from refund scope in § 15.3. Monthly, non-refundable service modules that operate alongside the core Guaranteed Meetings programme; not covered by Sentrama's Meeting Guarantee.

(Each HubSpot quote line item is thus tied to a defined term or obligation in the contract)

Appendix B: Case Studies, Testimonials & References

Mutual Inclusion of Consent: By agreeing to provide a testimonial, reference, or case study, the Client acknowledges that Sentrama may use the campaign and its outcomes across all three formats interchangeably. Consent for one shall be treated as consent for all, unless otherwise agreed in writing.

Logo & Brand Use: By entering into an agreement with Sentrama, the Client grants Sentrama the right to display the Client's name and logo in marketing, sales, and promotional materials — including, but not limited to, the Sentrama website, presentations, and proposals — for the purpose of demonstrating client relationships and campaign success.

Scope of Use: Sentrama may reference the Client's campaign results, statements, and outcomes in marketing or communications materials provided such use is professional, accurate, and does not disclose confidential or commercially sensitive information.

Withdrawal of Consent: The Client may withdraw consent for future use by giving thirty (30) days' written notice. Sentrama is not obliged to remove any materials already published or distributed prior to the withdrawal date.

Confidentiality: Sentrama will not disclose non-public commercial data or sensitive information without prior written approval from the Client.

Contact Information

Contact Information: accounts@sentrama.com

If you have any questions about these Terms of Service or require any clarifications, please contact Sentrama at:

Sentrama (Brightside Enterprises Limited) – United Kingdom

Email: accounts@sentrama.com

Sentrama Terms of Service

Contents:

Product A: Sentrama Meetings

Terms of Service for Sentrama Booked Sales Meetings

1. Introduction

2. Terminology

3. Key Performance Indicators

4. Sentrama Usage and API Integrations

5. User Management and Account Terms

6. Domain Purchase and Management Services

7. Compliance with CAN-SPAM

8. Guaranteed Meetings and Proof-of-Concept Engagements

9. Data Usage and Accuracy

10. LinkedIn Access Requirements

11. Payment Method, Settlement Discount & Reconciliation

12. Payment Profiles

13. VAT & Local Taxes

14. Interpretation & Definitions

14.4 Meeting Qualification Process

14.5 Guarantee Criteria

14.6 Billable Meetings

14.6A Meeting-Block Structure & Up-Front Billing

14.7 No-Show Scenarios

15. Refunds, Credits & Meeting Insurance

16. Confidentiality & Data Protection

17. Limitation of Liability

18. Force Majeure

19. Termination

20. Governing Law & Jurisdiction

21. Miscellaneous

Product B: Sentrama Data

Terms of Service for Sentrama Self-Serve Platform

1. Introduction

2. Terminology

3. Account Registration and Eligibility

4. Services and Permitted Use

5. Data Protection and User Responsibilities

6. Fees and Payment

7. Proof of Concept Program and Money-Back Guarantee

8. Intellectual Property Rights

9. Confidentiality

10. Term and Termination

11. Warranties and Disclaimers

12. Limitation of Liability

13. Indemnification

14. Dispute Resolution

15. Governing Law and Jurisdiction

Appendix A: HubSpot Quote Line Items Reference

Appendix B: Case Studies, Testimonials & References

Contact Information