Terms of Service
Last updated: August 11, 2025 at 5:30PM
IMPORTANT – PLEASE READ CAREFULLY. BY EXECUTING AN ORDER, CLICKING “I AGREE”, ACCESSING THE PLATFORM OR OTHERWISE USING THE SERVICES, THE CLIENT AGREES TO BE BOUND BY THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT ACCEPT THESE TERMS YOU MUST NOT USE THE PLATFORM OR SERVICES.
PART A – GENERAL TERMS
1 Definitions and Interpretation
1.1 Definitions
In these Terms, capitalised expressions have the meanings set out below.
| Expression | Meaning |
|---|---|
| “Affiliate” | any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the relevant party, and “Control” shall be construed accordingly. |
| “Applicable Law” | all laws, statutes, regulations, subordinate legislation, by‑laws, mandatory industry codes and legally‑binding judgments or orders which apply to a party in the performance of its obligations under these Terms. |
| “Business Day” | a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. |
| “Campaign” | a discrete engagement to generate Qualified Leads and/or Meetings for the Client as described in an Order or SOW. |
| “Client Data” | has the meaning given in Clause 7.1 |
| “Contract Year” | each period of twelve (12) consecutive months commencing on the Effective Date and on each anniversary of the Effective Date. |
| “DPA” | the data‑processing addendum available at https://pier20.com/legal/dpa (as amended from time to time) which is incorporated into these Terms. |
| “Effective Date” | the earlier of (a) the date on which the Client first accepts these Terms; and (b) the commencement date stated in the first Order. |
| “Fees” | the fees payable by the Client for the Services, as specified in the relevant Order or SOW. |
| “Hard‑Bounce Rate” | the percentage of attempted e‑mail messages permanently rejected by the receiving mail server with a 5xx SMTP reply. |
| “Intellectual Property Rights” | patents, utility models, rights to inventions, copyright and related rights, trade marks, service marks, trade names, domain names and rights in domain names, goodwill, rights in designs, database rights, rights in computer software, topography rights, moral rights, rights in confidential information (including Know‑How and trade secrets) and any other intellectual or industrial property rights, in each case whether registered or unregistered and including all applications for, and renewals, extensions or restorations of, such rights, together with all similar or equivalent rights which subsist or will subsist now or in the future in any part of the world. |
| “Know‑How” | any know‑how, trade secrets, experience, processes, data, technical information or expertise (whether patentable or not). |
| “Meeting” / “Qualified Lead” | a meeting or lead that satisfies the qualification criteria set out in the relevant Order or SOW. |
| “Order” | a written document (including an online order form) which references these Terms and is executed by the parties, setting out the Services to be supplied by Pier20. |
| “Platform” | the web‑based software, dashboards and application programming interfaces hosted at pier20.com (or any successor domain) and made available by Pier20 to the Client. |
| “Services” | the managed AI‑driven sales‑development services (including prospect discovery, AI‑generated outreach, meeting scheduling and related activities) to be performed by Pier20 under these Terms, as more particularly described in an Order or SOW. |
| “SOW” | a statement of work executed by the parties which references and incorporates these Terms. |
1.2 Interpretation
Unless the context otherwise requires:
(a) references to statutes or statutory provisions include those statutes or provisions as amended, re‑enacted or replaced and include any subordinate legislation;
(b) words in the singular include the plural and vice‑versa;
(c) any words following the terms including, include, in particular or similar shall be construed as illustrative and shall not limit the sense of the preceding words;
(d) references to “writing” or “written” include e‑mail but not fax; and
(e) headings are inserted for convenience only and shall not affect the interpretation of these Terms.
2 Parties and Acceptance
2.1 These Terms are entered into between Pier20 Ltd, a company incorporated in England and Wales with company number [●] whose registered office is at [●] (“Pier20”), and the person or entity that accepts them (“Client”) (each a “party” and together the “parties”).
2.2 The individual accepting these Terms represents and warrants that he or she (a) is at least eighteen (18) years of age; and (b) has full legal authority to bind the Client.
2.3 The Client agrees that its electronic acceptance of these Terms, execution of an Order or SOW, or continued use of the Platform constitutes its unconditional acceptance of, and agreement to, these Terms.
3 Term and Contract Structure
3.1 These Terms shall commence on the Effective Date and shall continue in force until terminated in accordance with Clause 19 (the “Term”).
3.2 Each Order and SOW forms part of, and is governed by, these Terms. If there is any conflict or inconsistency, the following order of precedence shall apply (in descending order of priority):
(a) an executed SOW (latest in time prevails);
(b) an executed Order (latest in time prevails);
(c) the DPA; and
(d) these Terms.
4 Account Registration and Security
4.1 The Client shall ensure that each individual who accesses the Platform is allocated a separate user account.
4.2 The Client shall procure that its users keep their credentials secure and confidential and shall notify Pier20 without undue delay on becoming aware of any actual or suspected unauthorised access.
5 Licence and Use Restrictions
5.1 Subject always to the Client’s continuing compliance with these Terms and payment of the Fees, Pier20 grants the Client a non‑exclusive, non‑transferable, revocable licence during the Term to access and use the Platform solely for the Client’s internal business purposes.
5.2 Except to the extent such restriction is prohibited by Applicable Law, the Client shall not and shall not permit any third party to:
(a) copy, modify, adapt, translate, reverse engineer, de‑compile or create derivative works from the Platform;
(b) remove, obscure or alter any proprietary notices on the Platform;
(c) access the Platform for the purpose of building a competing product or service; or
(d) interfere with, compromise the integrity or security of, or otherwise gain unauthorised access to, the Platform or Pier20’s systems.
6 Fees and Payment
6.1 The Client shall pay the Fees in accordance with the relevant Order or SOW.
6.2 Pier20 may revise its standard price list by giving not less than thirty (30) days’ written notice. Revised prices shall take effect on the first day of the next billing cycle. If the Client objects to the change it may terminate the affected Services by notice served before the effective date of the increase.
6.3 Unless stated otherwise, the Fees are exclusive of value added tax and all other applicable sales, use or similar taxes, which shall be payable by the Client at the prevailing rate.
6.4 Pier20 shall invoice the Client for the Fees and the Client shall pay each invoice in full, without deduction or set‑off, within thirty (30) days of the invoice date. Interest shall accrue on overdue sums at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 (or, if higher, four per cent (4 %) per annum above the Bank of England base rate), from the due date until the date of actual payment, whether before or after judgment.
6.5 The Client shall reimburse Pier20 for all reasonable, pre‑approved travel, accommodation and subsistence expenses properly incurred by Pier20 in connection with the Services, within fourteen (14) days of receipt of supporting invoices.
6.6 Auto‑Renewal. Unless expressly stated otherwise in the applicable Order or SOW, each Order shall automatically renew for successive periods equal to the initial term (each a “Renewal Term”) on the same commercial terms, unless either party gives not less than thirty (30) days’ written notice of non‑renewal before the end of the then‑current term.
6.7 Non‑Refundable Fees. Except as expressly stated in these Terms, all Fees (including any prepaid or unused amounts) are non‑cancellable and non‑refundable.
7 Client Data and Cooperation
7.1 Categories of Data
(a) Client-Supplied Data means any data (including prospect contact data and suppression lists) that the Client uploads or otherwise provides to Pier20. (b) Client Targeting Instructions means the ideal-customer profile and segmentation criteria the Client defines or approves (for example, industries, geographies, company size, job titles/seniority, and exclusions). (c) Pier20 Baseline Data means B2B business contact information that Pier20 obtains independently from third-party sources for Pier20’s own databases and purposes. (d) Client-Specific Working Copy means the subset or derivatives of Pier20 Baseline Data that Pier20 compiles or enriches for a Client Campaign. (e) Outreach Content & Engagement Data means the content of campaign communications and related metadata (including deliverability and engagement metrics) generated during the Services. (f) Suppression List Data means unsubscribe/opt-out indicators maintained to respect Data Subject choices.
For these Terms, Client Data means Client-Supplied Data, Client Targeting Instructions, Client-Specific Working Copy, Outreach Content & Engagement Data, and Suppression List Data.
7.2 Client Responsibilities
The Client shall:
(a) provide Pier20 with all information, materials, instructions and access reasonably required for the performance of the Services;
(b) ensure that all Client‑Supplied Data is accurate, up‑to‑date and collected and disclosed on a lawful basis for the intended processing; provide or approve Client Targeting Instructions and promptly review any suggested refinements; Pier20 will implement targeting only on the Client’s documented approval;
(c) promptly review and approve any Client-Specific Working Copy lists supplied by Pier20 and confirm that the intended processing complies with Applicable Law and any segmentation criteria agreed in writing between the parties; and
(d) comply with all Applicable Laws (including data‑protection and direct‑marketing laws) in connection with its use of the Platform and Services.
7.3 Staff‑Poaching Fee
If the Client (or any of its Affiliates) employs or directly engages any employee or contractor of Pier20 during the Term or within twelve (12) months afterwards, the Client shall pay Pier20 an introduction fee equal to twenty‑four per cent (24 %) of the individual’s total first‑year remuneration, payable within thirty (30) days of the individual’s start date.
7.4 Lawful Basis Warranty
The Client warrants that:
(i) it has a valid lawful basis for the intended processing of all Client-Supplied Data and for the Client Targeting Instructions it approves; and
(ii) it will process any Client-Specific Working Copy strictly in accordance with Applicable Law and only for the Campaign(s) for which it was obtained;
7.5 Data Licence
The Client hereby grants Pier20 and its Affiliates a world‑wide, perpetual, irrevocable, royalty‑free licence to copy, process, modify, enrich, aggregate, anonymise, create derivative works from and otherwise use the Client Data for the following purposes:
(a) providing and improving the Platform and the Services (including training or tuning machine‑learning models);
(b) generating statistical analyses, benchmarks and insights; and
(c) developing and commercialising new products, services or data sets, provided that Pier20 shall not disclose any Client Data in a form that identifies the Client or any natural person, save as required to deliver the Services to the Client.
(d) Subject to the DPA. For clarity, Pier20 will not use Client Personal Data to train foundation or generative models; only de-identified/aggregated information may be used for improvements.
8 Data Protection
8.1 Each party shall comply with the UK GDPR, the Data Protection Act 2018, the Data (Use and Access) Act 2025 and any other Applicable Law relating to the processing of personal data.
8.2 For the majority of processing activities carried out in connection with the Services, the Client is the data controller and Pier20 is the data processor. Where Pier20 independently determines the targeting criteria, the parties act as joint controllers solely in relation to such activity.
8.3 The detailed data‑processing obligations of the parties are set out in the DPA, which is hereby incorporated by reference and shall take precedence in the event of conflict with these Terms.
9 Marketing Compliance
9.1 In performing outreach activities Pier20 shall comply with the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) (“PECR”) and any analogous laws applicable to the recipients.
9.2 The Client shall promptly inform Pier20 of any opt‑out request, complaint or other feedback it receives in relation to a Campaign and shall co‑operate with Pier20 in good faith to investigate and resolve the same.
10 AI‑Generated Content Disclaimer
10.1 The Client acknowledges that certain content and data outputs provided through the Services are generated by machine‑learning models and may contain inaccuracies, errors or bias.
10.2 The Client is responsible for reviewing, verifying and approving all messaging and other outputs before deployment and remains solely liable for its use of such outputs.
11 Intellectual Property
11.1 All Intellectual Property Rights in and to the Platform (including any underlying models, software, Know‑How and data) shall remain vested in Pier20 or its licensors.
11.2 Subject to the Client’s full payment of the Fees, Pier20 grants the Client a perpetual, worldwide, non‑transferable, non‑sublicensable licence to use the Output Data solely for the Client’s internal sales and marketing purposes.
11.3 Save as expressly permitted in Clause 11.2, the Client shall not copy, mine, resell, sublicense, use the Output Data to train any dataset or machine‑learning model, or otherwise use the Output Data for the benefit of any third party.
12 Publicity
12.1 The Client grants Pier20 a non‑exclusive, worldwide, royalty‑free licence during the Term to display the Client’s name, trade mark and logo in Pier20’s marketing collateral, case studies and online properties for the sole purpose of identifying the Client as a customer of Pier20.
12.2 The Client may withdraw the licence granted in Clause 12.1 on thirty (30) days’ written notice, whereupon Pier20 shall cease any new use of the Client’s branding and shall remove it from publicly‑available materials within a reasonable period.
13 Third‑Party Platforms
13.1 The Services may interface with or rely upon third‑party platforms, tools or data sources (including LinkedIn™, Apollo, Bright Data and email service providers) (each a “Third‑Party Platform”). The Client acknowledges that: (a) the availability and functionality of any Third‑Party Platform is outside Pier20’s control and subject to change without notice; and (b) the Client’s use of a Third‑Party Platform is governed exclusively by the applicable third‑party terms of service, licence and privacy policy.
13.2 Pier20 shall have no liability for any unavailability or degraded performance of a Third‑Party Platform, or for any act or omission of a third‑party provider.
14 Acceptable‑Use and Deliverability Rules
14.1 The Client shall not, and shall procure that its Users shall not:
(a) send outbound emails from a shared, group or role‑based mailbox (including sales@, info@, marketing@) without Pier20’s prior written consent;
(b) employ deceptive aliases, falsify or manipulate message headers, or otherwise misrepresent the origin of any communication;
(c) upload or use prospect data that lacks a lawful basis for outbound marketing under Applicable Data Protection Laws; or
(d) introduce into the Platform any malicious code, malware or phishing content.
14.2 Deliverability Thresholds – Client‑supplied contact lists. Where prospect data is supplied by, or procured at the direction of, the Client:
(a) the Hard‑Bounce Rate shall not exceed five per cent (5 %) in any rolling thirty‑(30)‑day period; and
(b) the spam‑complaint rate (as measured by receiving mail servers) shall not exceed zero point one per cent (0.1 %) in any rolling thirty‑(30)‑day period.
14.3 If either threshold in Clause 14.2 is exceeded, Pier20 may immediately pause or terminate the affected send. The suspension shall continue until the Client (i) replaces or cleanses the contact list to Pier20’s reasonable satisfaction; or (ii) purchases Pier20’s list‑validation service.
14.4 The thresholds in Clause 14.2 shall not apply to prospect data sourced and paid for directly by Pier20.
14.5 Pier20 reserves the right to monitor Campaign metrics and to suspend any send where, in Pier20’s reasonable opinion, deliverability, legal compliance or platform reputation is jeopardised.
14.6 Monitoring Right. The Client acknowledges and agrees that Pier20 may monitor the Client’s use of the Platform and Campaign‑related data for the purposes of operating, maintaining and improving the Services and verifying the Client’s compliance with these Terms.
15 Warranties
15.1 Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.
15.2 Pier20 warrants that it shall perform the Services with reasonable skill and care and in a professional manner consistent with generally accepted industry standards.
15.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL TERMS, CONDITIONS AND WARRANTIES IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE ARE HEREBY EXCLUDED.
15.4 AS‑IS DISCLAIMER. THE PLATFORM, THE SERVICES, THE OUTPUT DATA, PIER20 BASELINE DATA AND CLIENT-SPECIFIC WORKING COPY ARE PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN CLAUSE 15.2, PIER20 MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND, WITHOUT LIMITATION, PIER20 DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR‑FREE OR THAT ANY MINIMUM NUMBER OF LEADS, MEETINGS, CONVERSIONS, SALES OR OTHER BUSINESS RESULTS WILL BE ACHIEVED.
16 Indemnities
16.1 Client Indemnity. The Client shall indemnify, defend and hold harmless Pier20, its Affiliates and their respective officers, directors and employees from and against any and all losses, damages, liabilities, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach by the Client of Applicable Law or these Terms; (b) any claim that the Client Data infringes the Intellectual Property Rights or privacy rights of any third party; or (c) Pier20’s compliance with any unlawful Client instruction.
16.2 Pier20 Indemnity. Pier20 shall indemnify the Client from and against any amounts finally awarded in judgment or settlement arising from a third‑party claim that the unmodified Platform (excluding Client Data and Third‑Party Platforms) infringes any United Kingdom patent, trade mark or copyright, provided that the Client: (i) promptly notifies Pier20 of the claim; (ii) does not make any admission or compromise; (iii) allows Pier20 sole conduct of the defence and settlement; and (iv) provides Pier20 with all reasonable assistance.
16.3 If the Platform is, or in Pier20’s opinion is likely to become, the subject of an infringement claim, Pier20 may, at its sole option and expense: (a) procure for the Client the right to continue using the Platform; (b) modify or replace the Platform so that it is non‑infringing; or (c) terminate the affected Services and refund any pre‑paid, unused Fees.
17 Limitation of Liability
17.1 Nothing in these Terms limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.
17.2 Subject to Clause 17.1, the aggregate liability of either party arising out of or in connection with these Terms in any Contract Year, whether in contract, tort (including negligence) or otherwise, shall not exceed the greater of: (a) one hundred per cent (100 %) of the Fees paid or payable by the Client in that Contract Year; or (b) £250,000.
17.3 Subject to Clause 17.1, neither party shall be liable for any: (a) loss of profits, revenue, business, goodwill or anticipated savings; (b) loss or corruption of data; or (c) indirect, consequential, special or exemplary loss or damage, in each case however arising and even if the party was advised of the possibility of such loss.
18 Suspension
18.1 Pier20 may suspend the Client’s access to the Platform or any Campaign, with immediate effect, where: (a) continuation of the Services would breach Applicable Law or Clause 14; (b) any invoice remains unpaid fourteen (14) days after the due date; or (c) deliverability metrics threaten, in Pier20’s reasonable opinion, Pier20’s infrastructure or sender reputation.
18.2 Pier20 shall lift the suspension once the underlying cause is remedied, unless Pier20 has already exercised its right to terminate under Clause 19.
19 Termination
19.1 Either party may terminate these Terms or any SOW for convenience on thirty (30) days’ written notice to the other party.
19.2 Either party may terminate these Terms or any SOW immediately on written notice if the other party: (a) commits a material breach which, if capable of remedy, is not cured within fourteen (14) days of notice requiring remedy; or (b) becomes insolvent, enters into liquidation, administration or any arrangement with its creditors, or is otherwise unable to pay its debts as they fall due.
19.3 Consequences of termination: (a) all accrued but unpaid Fees shall become immediately due and payable; (b) upon written request received within thirty (30) days of termination, Pier20 shall export and deliver to the Client a copy of the Client Data in a commonly‑used, machine‑readable format, after which Pier20 may securely delete or anonymise the Client Data; (c) all licences granted under these Terms shall cease, save as expressly stated otherwise; and (d) Clauses 11, 16, 17, 19.3, 21 and any other clause which by its nature is intended to survive shall survive termination or expiry.
20 Variation
20.1 Pier20 may amend these Terms at any time by giving the Client not less than thirty (30) days’ written notice. If the amendment materially prejudices the Client, the Client may terminate the affected Services by giving written notice prior to the amendment taking effect.
21 Governing Law and Dispute Resolution
21.1 These Terms, and any non‑contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales.
21.2 The parties shall attempt in good faith to resolve any dispute arising out of or in connection with these Terms through negotiations between senior executives of the parties who have authority to settle the dispute. If the dispute is not resolved within fourteen (14) days of the commencement of negotiations, the dispute shall be referred to and finally resolved by arbitration under the Rules of the Chartered Institute of Arbitrators (“CIArb Rules”), which Rules are deemed to be incorporated by reference into this Clause.
21.3 The tribunal shall consist of a sole arbitrator appointed in accordance with the CIArb Rules. The seat (legal place) of arbitration shall be London, England, and the language of the arbitration shall be English.
21.4 Nothing in this Clause 21 shall restrict either party’s right to seek interim or injunctive relief in the courts of England and Wales.
22 General
22.1 Force Majeure. Neither party shall be liable for any delay or failure in the performance of its obligations caused by a Force‑Majeure Event. The party affected shall use all reasonable endeavours to mitigate the effect of the Force‑Majeure Event and resume performance as soon as reasonably practicable.
22.2 Assignment. Neither party may assign, transfer, charge or deal in any other manner with any of its rights or obligations under these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed; provided that Pier20 may assign or transfer these Terms to an Affiliate upon written notice to the Client.
22.3 Entire Agreement. These Terms, together with each Order, SOW and the DPA, constitute the entire agreement between the parties and supersede all prior discussions, correspondence, negotiations, arrangements and understandings.
22.4 Severability. If any provision (or part provision) of these Terms is or becomes invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and the invalid provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable.
22.5 Waiver. A waiver of any right under these Terms is effective only if in writing and shall apply only to the party to whom the waiver is addressed and for the circumstances for which it is given. No failure or delay by either party to exercise any right shall constitute a waiver of that right.
22.6 Notices. Notices under these Terms shall be in writing and delivered by hand, pre‑paid recorded‑delivery post or email. A notice shall be deemed received: (a) if delivered by hand, on signature of a delivery receipt; (b) if sent by recorded‑delivery post, at 9 a.m. on the second business day after posting; and (c) if sent by email, at the time of transmission provided no delivery failure notice is received.
22.7 Third‑Party Rights. Save for Affiliates expressly entitled to enforce rights under these Terms, a person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision.
PART B – WEBSITE‑SPECIFIC TERMS
23 Access and Availability
23.1 Pier20 shall use commercially reasonable endeavours to make the Platform available not less than ninety‑nine per cent (99 %) of each calendar month, excluding: (a) scheduled maintenance notified to the Client at least twenty‑four (24) hours in advance; and (b) unavailability caused by a Force‑Majeure Event.
23.2 The Platform is officially supported on the then‑current and immediately preceding major releases of Google Chrome™, Microsoft Edge™ and Apple Safari™.
24 Linking and Framing
24.1 The Client may link to publicly‑accessible pages of the Platform, provided that any such link: (a) is fair and legal and does not damage or take unfair advantage of Pier20’s reputation; and (b) does not imply any association, approval or endorsement by Pier20 where none exists.
24.2 Framing, embedding or mirroring the Platform within another website or service is prohibited without Pier20’s prior written consent.
25 Cookies
The use of cookies and similar technologies on the Platform is governed by, and further described in, the Pier20 Privacy Policy (available at https://pier20.com/legal/privacy), which is hereby incorporated by reference.
26 Confidentiality
26.1 Each party ("Receiving Party") shall keep confidential and shall not at any time disclose to any person any Confidential Information disclosed to it by or on behalf of the other party ("Disclosing Party"), except as permitted by Clause 26.2.
26.2 The Receiving Party may disclose the Disclosing Party's Confidential Information:
(a) to its employees, officers, agents, contractors and professional advisers who need to know such information for the purposes of exercising the Receiving Party's rights or carrying out its obligations under these Terms and who are bound by confidentiality obligations no less protective than this Clause 26; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
26.3 The Receiving Party shall use the same degree of care (but in no event less than a reasonable degree of care) to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of a similar nature.
26.4 The obligations in this Clause 26 shall survive termination or expiry of these Terms for three (3) years, save that trade secrets shall be kept confidential for so long as they remain trade secrets.
PART C – INCORPORATED DOCUMENTS
Data‑Processing Addendum (binding); no Service Level Agreement is currently in force.
End of Terms
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