Services Agreement

1. What we do

We build and run a done for you cold email system. Its job is to put qualified sales calls on your calendar. The build includes:

1. ICP definition. We agree in writing on the company type, decision maker, and qualifying criteria we target.
2. List building. We source, verify, and clean every lead list before anything sends.
3. Sending infrastructure. We set up separate sending domains and mailboxes, warm them, and configure SPF, DKIM, and DMARC. We never send from your primary domain.
4. Messaging. A human writes and controls all campaign copy. You approve every email before it sends.
5. Reply management. We work every reply, filter out the noise, and book qualified calls onto your calendar.
6. Optimization. We adjust the campaign based on live data.

If we agree in writing to extra assets, for example a video sales letter script, we write the script and you record and own the final video.

2. Investment

There is no retainer, no monthly fee, and no minimum term. After setup, you pay only for qualified calls actually delivered. Your $250 per call rate is locked for 12 months from the date you accept this Agreement.

The setup fee is paid up front. Work begins only after payment is received. The setup fee becomes non refundable the day work begins, which is the day we purchase domains and start warmup. We will confirm to you in writing the day work begins.

Per call fees are invoiced after the calls happen and are due within 7 days of the invoice. If an invoice goes unpaid past its due date, we may pause sending and booking until it is paid. Calls already delivered stay payable. If an invoice stays unpaid 14 days past its due date, we may terminate under Section 11.

Billing disputes go through Section 3. Starting a card chargeback on validly billed fees instead of using Section 3 is a material breach of this Agreement.

3. What counts as a qualified call

A qualified call is a real conversation with a company that fits your ICP and has a problem you can help with, based on the qualifying criteria we agreed in writing.

During onboarding, we record the ICP and qualifying criteria in a dated ICP Record, and you confirm it in writing. That record decides what qualifies. No call is billed before you have confirmed the ICP Record. Changes to the record must be confirmed in writing by both of us.

Attendance rules:

• A call counts only when the prospect actually attends.
• If a prospect no-shows, you get one rebook. If they attend the rebooked call, it counts.
• If the prospect never attends, the call does not count and is never billed.
• If you cannot make a call, tell us at least 4 hours before it starts. We will rebook it, and it counts when the prospect attends the rebooked call.
• If the prospect attends but you miss the call without that notice, the call counts.

We will notify you in writing of each qualified call delivered, with its date. If you believe a call did not qualify, tell us within 7 days of that notice. We will show you the full email thread on request. After 7 days, the call stands as billed.

No bill shock. If we are on pace to deliver more than 20 qualified calls in a calendar month, we will tell you and confirm with you before booking past 20.

4. No guarantee of results

Outbound results depend on things outside our control: market conditions, the strength of your offer, and your own sales execution.

We do not guarantee any number of leads, calls, clients, or revenue. Any figure discussed before or during this engagement, including any monthly call target, is a target the system is built toward. It is not a promise. The first 5 included calls have no deadline and no minimum pace. They are included in the setup fee whenever they are delivered.

Our commitment is simple: build and run the system properly, and bill only for qualified calls actually delivered.

5. Timeline

Typical sequence. Not a guarantee.

Warmup takes about two weeks and cannot be safely shortened. Do not expect booked calls during warmup.

Your approvals drive the launch date. If approval of the list or copy is delayed, launch moves back by the same amount.

6. What you agree to do

• Give us accurate information about your offer, ICP, and exclusions.
• Approve campaign copy and lead lists promptly.
• Attend the calls booked on your calendar, or give notice under Section 3.
• Keep a working sales process that can handle booked calls.
• Never use the system for illegal, deceptive, or prohibited purposes.

Your warranties. You confirm that the information you give us is accurate, that claims about your own products and services are truthful and lawful, and that you have the right to offer what the campaign promotes. Copy you approve is treated as your own statement about your business.

Brand authorization. You authorize us to register sending domains that reference or resemble your name or brand, and to send campaign emails in your name, for this engagement only.

7. Sending domains and deliverability

We register and run separate sending domains and mailboxes for your campaign. Your primary domain is never used for outbound sending.

We follow deliverability best practice, including authentication and keeping the spam complaint rate below 0.10%. We do not guarantee inbox placement. Mailbox providers make filtering decisions we do not control.

We may rotate or replace domains if performance drops. We are not liable for spam placement or reputation damage caused by things outside our control, including instructions from you that we advised against in writing.

Ownership. Sending domains are registered and paid for by us and remain ours. When this Agreement ends, you may ask us to transfer any sending domain to you at cost, subject to registrar rules.

8. Your data and our systems

• You own your brand, your offer, your customer data, and all prospect conversations generated for you. When this Agreement ends, we will hand over your lead list and reply history on request.
• We own our systems, frameworks, templates, and processes. Nothing in this Agreement transfers them to you.
• We store and process prospect data only to deliver this service, and we follow applicable privacy law in handling it.
• We may describe anonymized campaign results in our own marketing, with no client name, brand, or data. We will not use your name or logo without your written permission.

9. Anti-spam compliance

Campaigns target recipients in the countries we agree with you, ordinarily the United States.

• US recipients: messages comply with CAN-SPAM. That means accurate headers and sender identity, honest subject lines, a working opt out honored within 10 business days, and a valid postal address in every message.
• Sending from Canada: messages to recipients in the United States, the United Kingdom, Australia, New Zealand, and other countries listed under Canada's Electronic Commerce Protection Regulations are structured to comply with the anti-spam law of the recipient's country, as required for the applicable CASL exemption.
• Canadian recipients: we do not send cold outbound into Canada unless you specifically request it and the message qualifies under a CASL exemption or consent basis.
• EU and UK recipients: only by specific written agreement, with GDPR and PECR handled before sending.

Opt out and suppression requests are honored across all of your campaigns.

10. Confidentiality

Each of us will keep the other's non public business information confidential and will not share it with third parties, except as required by law.

11. Termination

Either of us may end this Agreement with 14 days written notice. We may also end it on written notice if an invoice is unpaid 14 days past its due date.

When this Agreement ends:

• All qualified calls already delivered remain payable.
• We stop sending at the end of the notice period.
• The setup fee is not refunded.
• If we permanently shut down the business before delivering your first 5 included calls, we will refund you $250 for each included call not delivered.
• Sections 2 and 3 (for calls already delivered), 8, 10, 12, and 13 survive.

12. Limitation of liability

To the maximum extent the law allows, neither of us is liable to the other for indirect, incidental, or consequential damages, including lost profits or lost business.

Our total liability under this Agreement, including our indemnification duty in Section 13, will not exceed the total fees you paid us in the 3 months before the claim arose. This cap does not apply to fraud, willful misconduct, or your indemnification duties in Section 13.

13. Independent contractor and indemnification

We are an independent contractor. Nothing here creates an employment relationship, partnership, or joint venture.

• You indemnify us against third party claims arising from your products or services, from information or claims you supplied or approved, or from your conduct on or after booked calls.
• We indemnify you against third party claims that our own systems or processes infringe someone else's intellectual property. This covers our own systems and processes only. It does not cover lead data obtained from third party data providers, which we source and verify in good faith.

14. Governing law and disputes

This Agreement is governed by the laws of British Columbia, Canada. We will both first try to resolve any dispute directly and in good faith. Failing that, disputes go to the courts of British Columbia, and both of us consent to that jurisdiction.

15. Notices

Written notice may be given by email: to us at andrew@coldflowforge.com, and to you at the email you used at checkout. Notice takes effect the business day after it is sent.

16. Severability

If any part of this Agreement is found unenforceable, the rest stays in force, and the unenforceable part is replaced with the closest enforceable equivalent.

17. Entire agreement

This is the entire agreement between us and replaces anything discussed before it. Changes must be in writing and agreed by both of us.