KYC STRATEGIES · UNIVERSAL TERMS
Master Terms of Service
A master agreement designed for KYC Strategies’ agency model.
Service details and commercial terms belong in the Order Confirmation.
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Agreement and Order Confirmation
These Terms apply to services provided by KYC Strategies, LLC ("KYC Strategies," "we," "us," or "our") to the client identified in an Order Confirmation ("Client," "you," or "your"). By signing, electronically accepting, or paying an invoice tied to an Order Confirmation, Client accepts these Terms and represents that the person accepting them has authority to bind Client.
The Order Confirmation, also called the order form, states the services, pricing, term, quantities, qualification criteria, and any special rules for the engagement. If it is more specific than these Terms or conflicts with them, the Order Confirmation controls.
These Terms and the Order Confirmation together form the "Agreement." "Business Day" means Monday through Friday, excluding U.S. federal holidays. "KYC OS" or the "Portal" means KYC Strategies' client portal.
The version of these Terms identified in, linked from, or in effect when the Order Confirmation is accepted governs that engagement. Later versions do not retroactively change a fixed-term engagement unless both parties agree in writing.
Services and Client Cooperation
KYC Strategies will provide the services described in the Order Confirmation (the "Services"), which may include cold calling and appointment setting, inbound lead qualification, training, SEO, website design and development, paid advertising, social or search support, lead tracking, research, consulting, reporting, and access to KYC OS. Unless the Order Confirmation says otherwise, the engagement is non-exclusive and KYC Strategies may work with other companies, including companies in the same or similar market, while protecting Client's Confidential Information.
Client will provide reasonably accurate information, target criteria, lists, materials, access, credentials, approvals, and feedback needed for the work; will maintain any internal suppression or do-not-contact information KYC Strategies should use; and will ensure it has the right to provide the data, claims, content, and materials it gives KYC Strategies.
Client-caused delays do not make KYC Strategies responsible for missed timelines and do not pause or reduce committed recurring fees unless the parties agree otherwise in writing; unused Calling Hours carry forward under Section 3.1.
Cold Calling and Pay-Per-Meeting
3.1 Scope, Calling Hours and conversational intelligence
"Calling Hours" means time KYC Strategies personnel spend in live calling sessions on Client's campaign, as recorded by KYC Strategies' dialer and reporting systems. Onboarding, training, list building, and reporting time are not deducted from Calling Hours unless the Order Confirmation says otherwise.
Calling Hours, contact volumes, setup fees, package pricing, consulting time, and other deliverables are stated in the Order Confirmation. For KYC-operated cold-calling campaigns, a conversational intelligence and performance readout is included at least once per month when there has been enough campaign activity to produce a meaningful readout. KYC Strategies may provide additional readouts without creating a continuing obligation to do so more often.
For a retainer, a revenue-share engagement, or any other engagement where Calling Hours are paid in advance, Calling Hours that go unused in a month, including because a campaign is paused, carry forward, and the term extends at no additional charge until they are completed. Unused Calling Hours do not carry forward if KYC Strategies ends the engagement for Client’s non-payment or material breach. The total fees for the term do not change, and recurring fees continue on their original billing schedule.
3.2 Campaign approvals and exclusions
Before dialing, KYC Strategies will share the target list or targeting criteria and the talk tracks for Client's approval. Client will provide an exclusion list of current customers, open opportunities, and anyone else KYC Strategies should not contact, and KYC Strategies will suppress those contacts from the campaign. If Client does not approve or object in writing within five (5) Business Days after KYC Strategies submits a list, criteria, or talk track, it is treated as approved. KYC Strategies is not responsible to Client for contacting a current customer, open opportunity, or other person or company that was not on Client's exclusion list.
3.3 Calling on Client's behalf
For the limited purpose of the campaign, Client authorizes KYC Strategies personnel to contact prospects, including from email accounts Client provides, identify themselves as calling on behalf of Client, use Client's name, marks, and approved talk tracks, and schedule meetings on the calendars Client designates. This authorization does not allow KYC Strategies to make pricing commitments, negotiate or sign contracts, or otherwise bind Client, and Client owns the sales conversation once a meeting is booked.
Calling is performed by KYC Strategies' own personnel (employees or individual contractors) located in the United States or Canada. KYC Strategies will not subcontract calling to a third-party call center without Client's written consent. Unless the Order Confirmation says otherwise, KYC Strategies may use AI-assisted and parallel dialing technology as its standard calling method.
3.4 Pilot
A Pilot is a one-time engagement with the Calling Hours, contact volume, and fee stated in the Order Confirmation. Unless the Order Confirmation says otherwise, the Pilot fee is due in full when the Order Confirmation is accepted, no setup fee applies, and the Pilot ends when its Calling Hours are used, with no renewal or further commitment. A completed Pilot is required before any pay-per-meeting engagement.
3.5 Pay-per-meeting model
Unless the Order Confirmation says otherwise, pay-per-meeting is a single four (4)-month performance engagement that does not renew, requires a completed paid Pilot in the same or a substantially similar market, and is offered at KYC Strategies’ discretion. To continue after the four months, the parties may move to a retainer or revenue-share engagement under a new Order Confirmation. A meeting is billable only if it is held and satisfies the Qualified Meeting criteria in the Order Confirmation, or becomes billable under the ten-Business-Day rule below. A no-show, cancellation, or timely Held Unqualified meeting is not billable. To mark a held meeting Held Unqualified, Client selects that status in KYC OS with a brief reason tied to the Qualified Meeting criteria.
3.6 Ten-Business-Day meeting update rule
Client must record a final outcome for each scheduled meeting in KYC OS or another method designated by KYC Strategies within ten (10) Business Days after the meeting date. If the meeting is still left open after that deadline, it is automatically deemed Held Qualified on the next Business Day and is billable. This rule is an administrative consequence of Client’s failure to update the meeting on time and is intended to keep performance billing current.
A meeting that becomes deemed Held Qualified cannot later be changed to Held Unqualified because Client evaluated it late or changed its view of qualification. KYC Strategies will correct objective administrative errors shown by its own records, such as a meeting that did not occur, a duplicate charge, the wrong rate, or the wrong client. If KYC OS is unavailable and KYC Strategies has not provided any reasonable alternate way to submit the outcome, the deadline is extended for the period no reasonable submission method was available. A meeting rescheduled to a specific future date receives a new ten-Business-Day window from the new meeting date.
3.7 Performance target
References to approximately one Qualified Meeting per two Calling Hours are performance targets, not guaranteed outcomes. If a KYC-operated campaign has at least ten (10) Calling Hours of meaningful data and is performing below that target, KYC Strategies will, at no additional charge for its time, use commercially reasonable efforts to re-optimize items such as targeting, list quality, messaging, qualification, objections, or dialer settings while the engagement remains active. Additional data needed for that work, beyond what the Order Confirmation includes, is billed under Section 3.8. This is a process commitment, not a guarantee of any specific number of meetings or revenue.
3.8 Data and enrichment
Data and enrichment may be billed separately at a flat rate, set in the Order Confirmation based on the scope of the engagement. That rate covers data sourcing and the time to build, verify, and enrich the list. It is not a pass-through of vendor costs, and KYC Strategies is not required to provide vendor invoices or tie the charge to any vendor's cost.
After full payment, Client is entitled to the enriched campaign contact list and the mobile numbers and/or email addresses acquired for those contacts, subject to binding third-party license restrictions.
Digital Marketing and Website Services
5.1 SEO and search visibility
SEO services may include technical, on-page, local, content, link-related, AI/generative-search, social-search, or other search-visibility work stated in the Order Confirmation. Search engines, directories, and other discovery platforms control crawling, indexing, rankings, search features, and algorithms, so KYC Strategies does not guarantee any ranking, placement, traffic level, lead volume, or continued visibility. KYC Strategies may make reasonable optimization changes within the approved scope. Client or third-party changes to the website, listings, content, hosting, redirects, tracking, or connected accounts may affect results, and KYC Strategies is not responsible for effects caused by changes outside its control.
5.2 Paid advertising
Paid-advertising services may include campaign setup, management, creative or landing-page support, optimization, tracking, and reporting as stated in the Order Confirmation. Unless the Order Confirmation says otherwise, media spend and third-party platform charges are paid by Client and are separate from KYC Strategies fees. Client is responsible for the accuracy and legality of its products, offers, pricing, claims, required disclosures, and Client-provided materials. Advertising platforms control ad approval, account restrictions, auction pricing, attribution, and delivery, and KYC Strategies does not guarantee impressions, clicks, cost per click, cost per lead, ROAS, leads, sales, or revenue. Client-owned advertising and analytics accounts remain Client property; KYC Strategies receives only the access reasonably needed to perform the Services.
5.3 Website design and development
The Order Confirmation will state the website scope, pages, features, integrations, revision limits, content responsibilities, timeline, and any hosting, maintenance, or support included. Client delays in providing content, access, approvals, or decisions extend affected deadlines. Client represents that it has the right to use all text, images, logos, data, and other materials it supplies. After full payment, ownership of custom final website deliverables is governed by the Ownership section below; KYC Strategies and third parties keep their existing or reusable materials, software, templates, tools, and licensed components. Third-party themes, plugins, fonts, APIs, hosting, registrars, and similar services remain subject to their own licenses, fees, availability, and terms.
Client approval to launch, or Client's commercial use of the completed website, constitutes acceptance of the completed scope except for a defect that materially fails the agreed scope and is reported in writing within ten (10) Business Days after launch or handoff. Unless the Order Confirmation includes ongoing hosting, maintenance, security, backup, or support services, KYC Strategies has no continuing obligation after launch or handoff to maintain, update, monitor, back up, secure, or ensure future compatibility of the website, and is not responsible for later changes made by Client or third parties.
5.4 Domains, accounts, and legal compliance
Unless the Order Confirmation says otherwise, Client-owned domains, hosting accounts, advertising accounts, analytics accounts, search-console accounts, and similar business accounts remain Client property. Client is responsible for third-party subscription, renewal, media, hosting, domain, plugin, and license fees not expressly included in KYC Strategies fees. Unless specifically included in the Order Confirmation, KYC Strategies does not provide legal compliance audits or certifications for website accessibility, privacy, cookies, industry-specific regulations, advertising disclosures, or similar legal requirements. KYC Strategies may implement requirements supplied by Client or Client's legal counsel, but does not guarantee that a website, advertisement, or marketing program satisfies every law or regulation applicable to Client's business.
Fees, Payment, Term and Cancellation
All fees are in U.S. dollars and invoices are due within seven (7) calendar days unless the Order Confirmation states otherwise. Pay-per-meeting invoices are issued on the first (1st) of the month for meetings that became billable during the prior calendar month. Recurring, setup, data, tooling, training, SEO, marketing, and other fees are invoiced on the cadence stated in the Order Confirmation.
Client authorizes KYC Strategies to charge any payment method Client places on file for amounts due under an Order Confirmation, including recurring fees and past-due balances, on or after the applicable due date unless the Order Confirmation states otherwise. Pay-per-meeting engagements require a card on file for automatic charge unless the Order Confirmation states otherwise.
Late balances accrue a charge of 3% per month or the maximum lawful rate, whichever is lower, and Client will reimburse KYC Strategies’ reasonable costs of collecting overdue amounts, including collection-agency and attorneys’ fees. KYC Strategies may suspend work or Portal access for overdue amounts after written notice. Client remains responsible for taxes imposed on the transaction other than taxes on KYC Strategies’ net income. Fees are non-refundable once paid, except to correct a billing error or as the Order Confirmation states.
Before initiating a chargeback for a good-faith billing dispute, Client will notify KYC Strategies in writing and allow ten (10) Business Days to review and correct any billing error, except where prohibited by applicable law or card-network rules.
The engagement lasts for the term in the Order Confirmation and does not renew automatically; continuing after the term requires the mutual agreement of both parties in a new Order Confirmation. If an Order Confirmation sets a month-to-month engagement, either party may end it on thirty (30) days’ written notice. A fixed or minimum term may not be ended early for convenience unless the Order Confirmation allows it; if Client ends it early without KYC Strategies’ uncured material breach, the remaining committed fees remain due. The forty-five (45) days after the actual final day KYC Strategies is still performing Services for Client, not counting offboarding work, are the offboarding period, during which KYC Strategies completes its final analysis and reporting and delivers the campaign data Client is entitled to receive under this Agreement. KYC Strategies’ obligation to deliver offboarding materials is subject to Client’s payment of all undisputed amounts then due.
Either party may terminate for a material breach that is not cured within ten (10) Business Days after written notice. KYC Strategies may suspend or terminate immediately where reasonably necessary for non-payment, fraud, unlawful activity, misuse of KYC systems or intellectual property, a serious security issue, or material legal, platform, carrier, data, or reputational risk. Ending an engagement does not eliminate committed fees, amounts already earned, or revenue share on a first sale that closes during an active engagement or the offboarding period, including monthly revenue share on a month-to-month sale.
Ownership, Recordings and KYC OS
7.1 Client deliverables
After full payment, Client owns the final client-specific deliverables KYC Strategies creates and delivers for Client, including approved talk tracks, qualification frameworks, client-specific reports, custom website designs, page content and client-specific code created for the project, training deliverables identified in the Order Confirmation, and the enriched contact list described in Section 3.8, in each case subject to KYC Strategies and third-party rights described below.
7.2 KYC Strategies property
KYC Strategies keeps ownership of its pre-existing and reusable methods, frameworks, templates, code libraries and components, software, KYC OS, source code, workflows, automations, systems, internal processes, third-party tools, vendor relationships, vendor pricing, and internal know-how. KYC Strategies also retains ownership of call recordings, transcripts, call-level data, and internal analytical data, subject to Client’s access and delivery rights in Sections 7.4 and 7.5.
7.3 Client materials
Client keeps ownership of materials and data it provides and gives KYC Strategies a limited license to use them as reasonably necessary to provide the services.
7.4 Call recordings and transcripts
Client can access recordings and transcripts of its campaign’s calls through KYC OS or on request, except for calls with contacts in certain states or provinces, where recordings and transcripts are not shared. For those calls, Client still receives the call outcomes, meeting details, and reporting. Some calls may not have a recording or transcript.
7.5 Portal access
KYC OS is included during an active engagement as a reporting and coordination tool, not a permanent CRM or archive. Features may change over time, but Client will always have a way to record meeting outcomes. Portal access ends when the engagement ends, and final reporting and the campaign data Client is entitled to receive under this Agreement are delivered during the offboarding period described in Section 6.
Client will keep its KYC OS login secure and will not misuse, probe, reverse engineer, or resell the Portal. KYC Strategies may suspend access for misuse or security concerns.
Confidentiality, Data Use and Compliance
Each party will use commercially reasonable care to protect the other party’s non-public confidential information and will use it only for the relationship. Confidential information does not include information that is public without breach, already lawfully known without restriction, independently developed, or lawfully received from another source. A party may disclose information when legally required.
KYC Strategies may use reputable third-party software, service providers, automation, and AI-assisted tools to provide and improve the services. KYC Strategies may also use de-identified or aggregated service data for benchmarking, analytics, product improvement, and marketing, provided it does not identify Client or an individual prospect in that use. KYC Strategies will use commercially reasonable safeguards for Client information in its systems and will provide security notices when required by applicable law.
Each party is responsible for the legal obligations that apply to its own role. Client is responsible for the legality and accuracy of its products, offers, claims, instructions, target criteria, Client-provided data, and suppression information. KYC Strategies is responsible for the compliance of the calling, recording, advertising, SEO, and data-sourcing execution it controls. KYC Strategies may refuse, pause, or modify activity where it reasonably believes additional compliance steps are required or the risk is not acceptable.
Disclaimers, Liability and Indemnity
Sales, marketing, search, advertising, and website results depend on factors outside KYC Strategies' control. Except for an express service obligation in these Terms or an Order Confirmation, KYC Strategies does not guarantee rankings, indexing, traffic, deliverability, connect rates, meeting volume, advertising performance, website uptime, opportunities, revenue, return on investment, or other business outcomes. KYC Strategies is not responsible for Client's attendance, follow-up, pricing, closing performance, fulfillment, licensing, service quality, or other Client-side factors.
KYC Strategies is not responsible for outages, policy or algorithm changes, enforcement actions, carrier filtering, search changes, advertising-platform changes, deliverability changes, hosting or registrar failures, or changes, failures, vulnerabilities, or incompatibilities in third-party themes, plugins, APIs, software, and other providers, except to the extent directly caused by KYC Strategies' gross negligence, willful misconduct, or material breach.
KYC Strategies’ total liability for all claims arising from an Order Confirmation will not exceed the fees Client paid under that Order Confirmation in the ninety (90) days before the event that led to the claim, unless the Order Confirmation states a different limit. Neither party is liable to the other for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost revenue, lost data, or business interruption. These limits apply to the maximum extent permitted by law.
Each party will defend and indemnify the other from third-party claims to the extent caused by that party’s violation of law, gross negligence, willful misconduct, or material breach of this Agreement. Client will additionally defend and indemnify KYC Strategies from third-party claims arising from Client’s products or services, Client-provided claims or materials, Client-provided data, or Client instructions that KYC Strategies followed in providing the services.
Personnel Non-Solicitation
During an active engagement and for twelve (12) months after it ends, Client will not directly solicit for employment or independent engagement any KYC Strategies employee or contractor who materially performed Services for Client, without KYC Strategies' written consent. This does not prohibit general, non-targeted recruiting or hiring a person who independently approaches Client without solicitation by Client.
General
This Agreement is governed by Georgia law. Any court proceeding arising from it must be brought in the state or federal courts located in Forsyth County, Georgia, and each party consents to that venue.
The Order Confirmation and these Terms are the entire agreement for the engagement and replace prior proposals or communications about the same engagement. Material changes must be agreed in writing. Client may not transfer an Order Confirmation to anyone else without KYC Strategies' written consent; KYC Strategies may transfer it to an affiliate or to a buyer of its business. A failure to enforce a provision once is not a waiver of it. If one provision is unenforceable, the rest remains in effect.
Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations. The parties are independent contractors and, apart from the limited calling authorization in Section 3.3, nothing creates a partnership, joint venture, franchise, fiduciary relationship, or employment relationship between them.
Notices under these Terms may be sent by email to the business contact addresses used for the engagement. Sections relating to payment, revenue share, ownership, confidentiality, liability, indemnity, personnel non-solicitation, and governing law survive to the extent needed after the engagement ends.
