1.1 Subject to execution, this Terms of Service, together with the Scope of Work (collectively, the “Agreement”), sets forth the Services, Duration, and Fees agreed between Pitch121 Ltd (“Supplier”) and the named Client.
1.2 Both documents are sometimes referred to collectively as the “Agreement.”
1.3 Any relationship between Supplier and Client, including provision of the Services, shall be governed by the terms stated in these Terms of Service.
Supplier Registered Information
Client
3.1 The Client is purchasing LinkedIn marketing services (“Services”) as further described in the Scope of Work.
3.2 All Fees, payment cadences (quarterly or monthly), and any applicable volumes or deliverables shall be outlined in the Scope of Work.
3.3 Additional services can be delivered under this Agreement. For the avoidance of doubt, any additional services should be confirmed by the Client’s authorised representative, in writing (e.g., by email). Upon receipt of such confirmation, the Supplier will provide the additional services, and the additional Fees will be chargeable.
3.4 There are no setup fees. Any references to setup fees in other documents or prior agreements shall not apply to this Agreement.
4.1 The Services commence on the “Start Date” (or “Live Date”) specified in the Scope of Work.
4.2 Either Party may terminate this Agreement without notice if there is a material breach of the other Party’s obligations hereunder.
4.3 On termination of the Services, the Supplier shall maintain the Client’s data in a non-billable “On Ice” state for a period of three (3) months post-termination. During this period, subject to the Supplier’s agreement, the Client may reactivate the Services—and by extension, the full Terms of this Agreement—by providing 21 days’ written notice to restart.
4.4 After the three-month “On Ice” period, if Services have not restarted, all data may be deleted without notice and no further Services may be delivered under this Agreement.
4.5 Notice Period — Unless otherwise stated in the Scope of Work, the standard notice period is three (3) months, which may be given at any time after three months of service.
The parties’ rights and obligations with respect to processing of personal data are set out in Schedule 2 (Data Protection & GDPR), which is hereby incorporated and forms part of these Terms.
Where the Supplier collects or receives personal data for prospecting or LinkedIn-related services, the Supplier acts as Processor and the Client acts as Controller of that data. All detailed processing obligations are in Schedule 2 below.
6.1 Any notice to be served on either party shall be in writing sent by pre-paid post or email to the address of the addressee specified at the beginning of this Agreement (or as otherwise provided in writing). Any notice shall be deemed to have been received within 48 hours of posting or 24 hours if sent by email.
6.2 This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior communications, drafts, agreements, representations (other than those made fraudulently), warranties, stipulations, and undertakings of whatsoever nature, whether oral or written.
6.3 No variation of this Agreement shall be valid unless in writing and signed by or on behalf of both parties.
6.4 The invalidity or unenforceability of any term of, or any right arising pursuant to, this Agreement shall not in any way affect the remaining terms or rights.
6.5 Neither party shall be permitted to assign this Agreement to any third party without written consent of the other party, except in the event of a change of control, merger, acquisition, public offering, etc.
6.6 Neither the Agreement nor any of these conditions will be deemed waived, and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by the waiving and/or excusing party.
6.7 Should any provision of this Agreement be invalid or unenforceable, the remainder of this Agreement shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible, or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
6.8 The rights under this Agreement only accrue to a person party to this Agreement. Accordingly, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
6.9 This Agreement, and any non-contractual obligations arising out of it, is governed and construed in accordance with the law of England. Any proceedings resulting out of this Agreement, and any non-contractual obligations arising out of it, shall be held in the courts of England.
7.1 For the duration of this Agreement and for a period of 12 months thereafter, neither party shall employ nor make any offers of employment to any employee of the other party engaged in the performance of this Agreement unless agreed in writing by the other party. Failure to abide by these terms renders the party making the offer liable to a fee equivalent to 30% of the employee’s current or final annual salary.
8.1 The Client has read and agrees to any payment processes or examples appended as an Appendix to this Agreement or set out in the Scope of Work.
8.2 Unless otherwise stated in the Scope of Work, the Client acknowledges that the first invoice is payable quarterly in advance on or before the Start Date, and subsequent invoices will be issued quarterly thereafter.
8.3 Invoices may be issued with 30 days’ notice, and the Client is responsible for payment in advance on the stated due date.
8.4 It is the Client’s responsibility to ensure that all required PO numbers and values are provided prior to invoice issue dates.
8.5 All pricing is subject to VAT at the applicable rate.
8.6 The standard monthly or quarterly service fee shall be subject to an annual increase of 5%, effective on 1 January each year. For Clients signing during H1, the increase takes effect the following 1 January; for H2, it takes effect on the subsequent 1 January.
8.7 Late Payment — Any overdue invoices shall accrue interest at 8% per annum above the Bank of England base rate from the date payment is due until the date payment is made in full.
9.1 If invoicing in a currency other than GBP, the Supplier will invoice for the amount outlined in the Scope of Work, typically using the Bank of England exchange rate on the date the Agreement is signed (“Contract Sign Date”).
9.2 If, during the course of work, the relevant exchange rate moves by more than 5% from the rate used on the Contract Sign Date, the Supplier reserves the right to revise subsequent invoices to maintain the intended GBP value.
9.3 In such an event, the Supplier will notify the Client in advance so that any automatic payments can be adjusted accordingly. Any new invoice(s) will reflect the adjusted amount aligned with the updated exchange rate, ensuring the Supplier effectively receives the intended GBP amount after conversion.
9.4 If the revised exchange rate results in an increase the Client deems no longer viable, the Client may activate its notice period as outlined elsewhere in this Agreement, and Fees during the notice period will remain based on the original exchange rate.
10.1 The Client acknowledges the requirement for a LinkedIn Sales Navigator Advanced account (or equivalent) for each profile being represented, if such profile-based outreach is part of the Services.
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