REVENUESCALE PARTNERS
SERVICES AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SIGNING.
This Services Agreement ("Agreement") is entered into between RevenueScale Partners ("Contractor") and the individual or business signing this Agreement ("Client").
By signing this Agreement and submitting payment, the Client agrees to all terms contained herein.
1. NATURE OF SERVICES
Contractor shall perform business development and outbound prospecting for the purpose of facilitating meetings between Client and prospective companies within Client's Total Addressable Market ("TAM").
Contractor's responsibilities are strictly limited to initiating and facilitating meetings. Client acknowledges and agrees that Contractor:
- does not guarantee revenue, sales, signed contracts, or commercial outcomes;
- is not responsible for Client's sales performance, pricing, negotiation, proposal quality, or closing performance; and
- shall not be liable for any failure by Client to convert an Introduction into revenue or a commercial relationship.
2. Definitions
For the purposes of this Agreement:
2.1 Meeting
A "Meeting" means any of the following outcomes resulting directly or indirectly from RevenueScale Partners’ prospecting efforts:
• a live phone conversation;
• a live video call;
between Client and a Qualified Prospect.
A Meeting is complete once it has been arranged in accordance with this definition, regardless of whether the Qualified Prospect later cancels, reschedules, or chooses not to continue discussions.
A Meeting shall not be considered invalid where:
- technical failures occur on Client’s side;
- Client fails to attend on time;
- Client requests rescheduling; or
- Client shortens or interrupts the meeting.
2.2 Qualified Prospect
A Qualified Prospect is a prospect that satisfies the target criteria submitted by the Client through the Onboarding Form, including, where applicable:
• target industry;
• target geography;
• target job title or decision-maker role;
• financial requirements (including revenue, EBITDA, AUM, capital available, or other criteria specified by the Client); and
• a stated willingness to speak or meet with the Client.
The Client acknowledges that the Onboarding Form determines the qualification criteria for prospects throughout the engagement.
2.3 Onboarding Form
The Onboarding Form is the questionnaire completed by the Client after this Agreement has been signed and payment has been received.
The Onboarding Form is how Client specifies its target criteria, offering, pricing, competitor differentiation, and related information.
2.4 Prior Relationship Exception
A Meeting shall remain valid and billable regardless of whether Client had prior awareness of the prospect unless Client demonstrates that:
- Client maintained an active and ongoing sales conversation with the same contact; and
- such conversation occurred within the sixty (60) calendar days immediately preceding the meeting.
For purposes of this Agreement, an “active and ongoing sales conversation” means documented two-way communication involving substantive business discussion between Client and the specific contact introduced by Contractor.
Qualifying communications may include:
- email exchanges;
- scheduled calls;
- meetings; or
- other direct business discussions.
The following shall not constitute an active and ongoing sales conversation:
- automated outbound sequences;
- unanswered outreach attempts;
- one-sided follow-up messages.
3. Onboarding
Within twenty-four (24) hours of payment, Contractor will issue the Client with the Onboarding Form.
The Client may change its total addressable market (TAM) or ideal client profile (ICP) at any time during the engagement by providing written notice to Contractor.
Contractor will use reasonable efforts to implement the revised targeting as soon as reasonably practicable.
4. Deliverables
During the engagement, Contractor will provide:
• Qualified Meetings, delivered on a rolling basis;
• Weekly pipeline updates (e.g. prospects contacted, meetings pending)
• Monthly strategy call, Client is entitled to 1 scheduled call per month with Contractor to discuss strategy and performance
• Asynchronous communication via email or Slack (as agreed), with responses within twenty-four (24) business hours; and
• Access to Contractor's direct phone line for urgent matters only.
5. Fees & Payment
The Client agrees to pay the applicable fee before Contractor commences the Services.
The applicable fee depends on the Client's chosen outreach method that they wish to pay for.
5.1 Fee Categories
Depending on the Client's choice, the applicable fee may consist of one of the following:
Cold Email
$600/mo tech fee + $500 per meeting with a qualified prospect that shows up.
Cold Call
$500/mo tech fee + $500 per meeting with a qualified prospect that shows up.
Cold LinkedIn DMs
$1000/mo tech fee + $500 per meeting with a qualified prospect that shows up.
5.2 Determination Of Applicable Fee
Client determines its own applicable fee based on its chosen outreach method and pays this applicable fee once the contract is signed.
5.3 Payment Verification
Before Services commence, Contractor reserves the right to verify that the Client has selected the appropriate pricing category and submitted the correct payment amount.
If Contractor determines that the selected payment amount is materially incorrect, the Provider may:
• request payment of the correct amount; or
• cancel the engagement and issue a full refund.
5.4 Monthly Payments
When the Client signs this agreement and enters monthly billing:
• each payment must be made on or before its due date;
• Contractor may immediately pause all Services if any payment becomes overdue; and
Contractor may resume Services once all outstanding payments have been received.
6. Collateral
Upon termination of this contract, Client may request assets from Contractor.
Depending on what Client paid for, they will be entitled to specific assets which are due at termination.
This will be following:
Cold Email
Client is entitled to the 25 domains and 50 inboxes that Contractor purchased on their behalf. In addition, Client is also entitled to all the verified leads that have been scraped during the duration of the engagement. This is up to 10,000 verified leads per month.
Client is entitled to ownership of the full cold email system.
Cold Call
Client is entitled to the 10 phone numbers that Contractor purchased on their behalf. In addition, Client is also entitled to all the verified leads that have been scraped during the duration of the engagement. This is up to 5,000 verified phone numbers per month.
Client is entitled to ownership of the full cold calling system.
Cold LinkedIn DMs
Client is entitled to the 5 LinkedIn accounts that Contractor purchased on their behalf. In addition, Client is also entitled to all the verified leads that have been scraped during the duration of the engagement. This is up to 3,000 LinkedIn profiles per month.
Client is entitled to ownership of the full cold LinkedIn DMs system.
7. PAYMENT TERMS
7.1 Invoicing
Contractor shall invoice Client for all Valid Meetings delivered under this Agreement.
7.2 Payment Deadline
All invoices are due within 7 (7) calendar days of the invoice date.
7.3 Late Payments
Contractor reserves the right to apply:
- a late payment charge of one percent (1%) per week; or
- the maximum amount permitted by applicable law,
whichever is lower.
Late fees may be applied on a pro rata basis.
8. DISPUTE WINDOW
Client must raise any dispute concerning:
- a qualified meeting;
- invoice validity
within seven (7) calendar days of:
- delivery of the qualified meeting;
Failure to dispute within this period constitutes:
- full acceptance of the Meeting; and
- acknowledgment that the related fees are valid and payable.
9. ATTRIBUTION & NON-CIRCUMVENTION
Client agrees not to bypass, circumvent, avoid, or otherwise exclude Contractor in connection with any introduced prospect for the purpose of avoiding fees owed under this Agreement.
Any commercial engagement between Client and a prospect introduced by Contractor that commences within nine (9) months of the initial Introduction shall be deemed attributable to Contractor.
9.1 Commercial Engagement Definition
For purposes of this Section, a “commercial engagement” includes, without limitation:
- signed agreements;
- paid retainers; or
- any arrangement resulting in Client providing products or services to the introduced company.
Commercial engagement includes both:
- binding arrangements; and
- non-binding arrangements
that reasonably contemplate future commercial activity or revenue generation.
10. Intellectual Property
Contractor retains all right, title, and interest in its outreach systems, scripts, messaging frameworks, research methodology, and any tools or processes it uses or develops in performing this Agreement. Nothing in this Agreement transfers any such intellectual property to Client. Client retains all right, title, and interest in its own brand, trademarks, and business information.
11. Case Studies & Marketing
Client authorizes Contractor to create, publish, and distribute case studies and other marketing materials relating to the Services provided under this Agreement.
Client grants Contractor a non-exclusive, worldwide, royalty-free right to use Client's company name, logo, and a general description of the Services provided and the results achieved (including, without limitation, outreach methods, performance metrics, results, testimonials, and other non-confidential performance data) for Contractor's own marketing and promotional purposes, including case studies, testimonials, website content, sales materials, and social media posts.
This authorization survives termination of this Agreement.
Contractor shall not disclose Client's non-public financial figures, internal strategic information, or proprietary business information in any case study or marketing material unless Client has given prior written consent to that specific disclosure.
12. Independent Contractor
Contractor acts solely as an independent contractor.
Nothing contained in this Agreement creates:
• an employment relationship;
• a joint venture;
• a fiduciary relationship
between the parties.
There is no exclusivity obligation on either parties. Contractor is solely responsible for its own taxes, insurance, and business expenses.
13. Limitation Of Liability
Contractor's obligation under this Agreement is limited to business development and outbound prospecting for the purpose of facilitating meetings.
To the maximum extent permitted by applicable law, the Contractor's total liability arising out of or relating to this Agreement shall not exceed the total amount paid by the Client under this Agreement.
Neither Party shall be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profits, loss of business opportunity, loss of goodwill or business interruption, except where such limitation is prohibited by law.
14. Term And Termination
Either Party may terminate this Agreement upon seven (7) calendar days’ written notice.
Termination shall not affect:
- outstanding payment obligations;
- accrued fees; or
- rights arising prior to termination.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law rules.
Before commencing legal proceedings, the Parties agree to first attempt in good faith to resolve any dispute through informal discussions.
16. General Provisions
Entire Agreement
This Agreement, together with the completed Onboarding Form, constitutes the entire agreement between the Parties regarding the Services provided by Contractor and supersedes all prior discussions, proposals and understandings relating to those Services.
Amendments
No amendment to this Agreement shall be effective unless made in writing.
Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Assignment
Contractor may assign or transfer this Agreement to any successor entity or affiliated business.
The Client may not assign this Agreement without the Provider's prior written consent.
Electronic Signatures
The Parties agree that electronic signatures, electronic records and electronic acceptance of this Agreement shall have the same legal force and effect as original handwritten signatures.
Schedule A — ENGAGEMENT DETAILS
Client Details