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, mailboxes and sending servers, 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.
7. Call briefs. Before each booked call, we add a link on the shared call sheet (Section 3) to a one-page brief. It shows the proof for each of the 3 checks and what the prospect said in their own words, plus a bonus research section on the prospect and their company, the same kind we make before our own sales calls.

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

The $2,000 is paid up front. Work begins only after payment is received, and we start warming your inboxes that day. We will confirm to you in writing the day work begins. The $2,000 pays for your tools for the full Sprint, and those bills come out month by month. It is not refundable.

Monthly cap. On day 1 you set, in writing, the most qualified calls you want in a calendar month. We never book past it. You can change it any time, in writing.

Invoices. We send one invoice a month for the qualified calls delivered that month, taken from the shared call sheet in Section 3. Each invoice is due within 7 days. If an invoice is 7 days past due, we send you a written reminder and keep sending in good faith. If it is 14 days past due, we may end this Agreement under Section 11, and the Full-Distance Guarantee ends. Calls already delivered stay payable.

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 call where the prospect shows up and passes all 3 checks below.

1. Right business, right size. A company you want to work with, of the kind and size in your ICP Record.
2. Someone who can say yes. The owner, or someone with the power to decide.
3. Has a problem you can help with.

During onboarding, we record the 3 checks for your market 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.

A qualified call counts whether you close the prospect or not. Closing is your part. Our part is getting the right people to show up.

The call sheet. Every call goes on one shared Google Sheet you can see at any time. Each row shows the date, the prospect, the company, the link to the call brief, the proof we saved for each of the 3 checks before we booked the call, whether the prospect showed up, and the $250 owed.

Your booking page. Calls are booked on your own Calendly. During onboarding we add 3 short questions to it, one for each check, so the prospect answers them in their own words before the call.

Attendance rules:

• A call counts only when the prospect actually attends.
• A call counts unless you mark it a no-show in Calendly within 24 hours of its start time. 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.

A call that fails a check. If a prospect attends but fails any of the 3 checks, flag it on the call sheet within 24 hours of the call. Name the check and give one line on why. The proof decides:

• If the proof we saved before booking shows the check passed, the call counts.
• If the prospect gave false information that the proof could not have caught, the call does not count and is never billed.
• If the proof we saved does not show the check passed, the call does not count and is never billed.
• If you sign a prospect as a client, that call always counts, even if it was flagged.

After 24 hours, an unflagged call stands as billed. We will show you the full email thread for any call on request.

4. The Full-Distance Guarantee

The goal is 15 to 20 qualified calls a month by month 3 of sending. That is a target the system is built toward, not a promise.

The guarantee is at least 15 qualified calls within the 90 days of sending. The 90 days start on launch day, the day the first campaign email goes out.

If fewer than 15 qualified calls have happened by day 90, we keep running your campaign, and keep paying for every tool, at no extra cost to you, until your 15th qualified call. Any qualified call after day 90 that brings you up to 15 is not billed.

If you set a monthly cap under 8, the guarantee is 2 times your cap instead of 15. For example, a cap of 3 means 6 qualified calls guaranteed, and a cap of 5 means 10. We use the lowest cap you set during the 90 days. Everywhere this Section says 15, read that number instead.

Delays. If we are waiting on you for something we need to run the campaign (the intake form, the onboarding call, an approval, an answer), the clock pauses, and those days are added to the end.

The guarantee ends if:

• you end this Agreement;
• you do not answer, for 14 days or more, a written request we marked as needed to run the campaign, after a reminder from us on day 7; or
• an invoice is 14 days or more past due.

What we do not guarantee: clients, closed deals, revenue, or inbox placement. Those depend on things outside our control, including the strength of your offer and your own sales process.

5. Timeline

We launch within 15 days of your payment, as long as onboarding is done within the first 7 days. 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

• Fill in the intake form and join the onboarding call within the first 7 days.
• Give us accurate information about your offer, ICP, and exclusions.
• Share any testimonials, case studies and client results we can use in your campaign, and make sure you have permission to use them.
• Approve campaign copy and lead lists promptly.
• Attend the calls booked on your calendar, or give notice under Section 3.
• Mark no-shows in Calendly, and flag calls that fail a check, within 24 hours.
• Mark it on the call sheet when you sign a prospect from a booked call.
• 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.

Your sending account. You get your own sending account, with its own domains, mailboxes and sending servers, paid for with your investment during the Sprint. We run it for you.

Taking it over. Once the Sprint is done (after day 90 of sending, or once your guarantee is met, whichever comes first), you can take over the whole account at no cost, domains and mailboxes included, by moving the monthly bills to your own card. If you end this Agreement before then, or don't want the account, we cancel it. Your lead list, ICP research, reply history and campaign emails are yours either way (Section 8). Our templates and processes stay ours.

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 ICP research, your lead list, your reply history and your campaign emails 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/UK recipients: only by specific written agreement, with GDPR/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

You may end this Agreement at any time by written notice. It ends the business day after you send it.

We may end this Agreement only for one of these reasons, by written notice:

• an invoice is 14 days or more past due;
• you do not answer, for 14 days or more, a written request we marked as needed to run the campaign, after a reminder from us on day 7 (Section 4); or
• you break Section 6 by using the system for illegal, deceptive, or prohibited purposes.

When this Agreement ends:

• All qualified calls already delivered remain payable.
• Calls booked before the end still count, and are billed, if the prospect shows up.
• We stop sending.
• The $2,000 is not refunded.
• The Full-Distance Guarantee ends.
• We hand over your ICP research, lead list, reply history and campaign emails on request (Section 8). If the Sprint is done, you can take over your sending account (Section 7). If not, we cancel it.
• Sections 2 and 3 (for calls already delivered or booked), 7 (the account handover), 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.