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Terms of Service

Appointment Setting - Terms and Conditions

1

Definitions

a) For the purposes of these General Terms and Conditions, the following words shall have the meanings assigned to them below:

i. Outbound Marketing Plan: Customized marketing plan developed during the set-up process by Vendor that details the marketing approach and strategies Vendor will use on Client’s campaign.

ii. Appointment: (Call-to-Action) – Call-to-Action: An approved authority (appropriate person responsible for evaluating and/or purchasing the Client’s solution) has a general understanding of Client offerings. Prospect’s interest is gathered by Vendor’s Inside Sales Representative; prospect confirms an agreeable date and time for a meeting.

iii. Delivered Appointment: This is defined as a SAL (Sales Accepted Lead) or SQL (Sales Qualified Lead) that was delivered to Client and is considered billable in a pay-per-appointment program. This consists of Appointments completed as well as upcoming Appointments for the purpose of determining the Vendor’s production quota.

iv. Appointment Format: The SOW will specify the format of Appointments to be scheduled and may include but is not limited to in-person, teleconference, and web meeting.

v. Appointment Upcoming: Appointment is scheduled for a future date.

vi. Change Order: Any changes to the SOW or this General Terms and Conditions which are in writing and must be approved by both Vendor and the Client. Changes include but not limited to marketing criteria, database, pricing, quantity, quality, refunds, timing, payment terms, etc.

vii. Client Production Report: Reporting sent to Client which serves as a running ledger of all Appointments generated by Vendor and all feedback from Appointments received from Client’s sales representatives.

viii. Closed / Won: A SQL converted into a signed contract or “win” for Client.

ix. Reschedule: Typically indicates that Vendor was notified of a need to reschedule a previously scheduled appointment, at least 3 attempts were made by Client’s sales representative to reschedule but were unsuccessful, and Client is requesting assistance from Vendor.

x. Database: The prospect list built by Vendor or provided by Client that will be used for marketing during campaign. Client has the option to provide a Do Not Call list, and all other remaining prospect records meeting the campaign target Market Criteria will be considered approved for marketing. Vendor has a very established database consisting of social media profile data, decision maker contact info, and a dedicated team who conducts ongoing phone contact validation to ensure accuracy.

xi. Delivered Appointment: A scheduled Appointment. The Appointment’s criteria matches the criteria specified in the Post Set-up Authorization form and SOW. A scheduled upcoming Appointment or an Appointments that is completed.

xii. Delivered Lead: Referred to as a Teleprospecting Qualified Lead (TQL) that was validated by Vendor and sent to Client.

xiii. Launch Date: The completion of the set-up period and the beginning of the Marketing Activity. This date will be set and agreed upon in writing prior to launch of Marketing Activity.

xiv. Lead: (Call-to-Action) – called Teleprospecting Qualified Leads (TQL). An approved authority (appropriate person responsible for evaluating, influencing, and/or purchasing the Client’s solution) has a general understanding of Client’s offerings. During a live conversation, the Prospect expressed interest and agreed to receive more information and to be contacted by the Client’s representative. The Business Intelligence Questions were asked and reported for Client’s representative to use for follow-up activities.

xv. Marketing Activity: Depending on the stage of the campaign and marketing channels being marketed, activity may include outbound cold calls, outbound call surveys, outbound call nurturing, email prospecting, LinkedIn prospecting, inbound lead conversion, lead scoring, lead generation and Appointment scheduling.

xvi. Marketing Criteria: Filters specified in the SOW and PDA which will be applied to the marketing list to create the Prospect Database.

xvii. Marketing Days: Days that the Vendor is actively marketing on Client’s behalf. In the event of a “Force Majeure Event” defined as extreme weather conditions, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions beyond the reasonable of control of a party will not be considered marketing days.

xviii. Marketing Qualified Lead (MQL): Prospect requested additional information, has a question about product/company, or requests a follow-up.

xix. Post Set-up Authorization Form (PDA): A form to be executed upon completion of the set-up period by the Client and Vendor confirming and finalizing the qualifying Marketing Criteria. Any changes from the SOW may result in a related change in pricing requiring a Change Order.

xx. Prospect: an entity or contact that meets the marketing criteria as specified in the SOW.

xxi. Prospect Database: A list created after utilizing the Marketing Criteria. The list to be created will target individuals believed to have the role and responsibility to evaluate, influence, or purchase the Client’s product/solution for their business.

xxii. Prospect Interest: A Prospect who wants to learn more about the Client’s product/solution.

xxiii. Sales Qualified Lead (SQL): Universally accepted language to describe a Qualified Appointment (SAL) that is advancing to another stage in the sales process. This designation will be used in the Client Production Report to indicate Appointments that have had a successful initial meeting with Client’s sales representative expecting to advance to the next stage.

xxiv. Sales Accepted Lead (SAL): Each generated sales appointment begins with the designation of SAL, the universally accepted language to describe a set appointment. This designation will be used in the Client Production Report to indicate Appointments that are considered qualified for the purpose of the SOW. SALs convert to SQLs (Sales Qualified Leads) upon being reported as an advancing opportunity by the Client sales rep.

xxv. Statement Of Work (SOW): A signature document outlining the Client’s production plan, marketing criteria, pricing and payment plan.

xxvi. Teleprospecting Accepted Lead (TAL): Prospect provided sales intelligence, named decision makers, and lead is qualified for sales handoff or inside sales appointment setting activities. Updates client’s database with sales intelligence, and new contact information when new decision makers are identified.

2

Scopes

a) These General Terms and Conditions shall apply to all SOWs, amendments to SOWs, PDAs and change orders related to SOWs.

3

Appointment Quality Guarantee

a) An Appointment is a prescreened opportunity that meets the approved marketing criteria. Vendor’s personnel will not attend the Appointment. Vendor provides no assurance that Client’s sales representative will be able to make a sale. Vendor is not responsible for the effectiveness of the Client’s sales process, receptiveness of the market to Client’s offering, and proficiency of the Client’s sales representatives.

b) This Program’s criterion is designed to generate Appointments with Prospects with “authority & interest”.

i) Guaranteed:

(a) Authority – defined as person able to make decision or influence decision within organization, and

(b) Interest – defined as confirmation of prospect’s expressed interest.

ii) Not Guaranteed:

(a) Budget, and

(b) Timeframe.

iii) For purposes of qualifying, production counts and billing, a Prospect’s “authority & interest” in the Client’s offerings will become validated upon him/her agreeing to meet with Client’s sales representative.

c) Prospect’s unwillingness to purchase or consider further is not an indicator of the quality or billable status of the Appointment or lead.

d) The Marketing Criteria and Appointment format are guaranteed.

4

Appointment Scheduling

a) Client will provide Vendor its calendar openings and schedule changes. Vendor will schedule Appointments to accommodate the Client’s reasonable schedule.

i) Reschedule Pending – Prospect Initiated: This describes Appointments that are in the process of being rescheduled based on Prospect related reasons. This is typically but not exclusively situations where the Prospect has meetings conflicting, additional priorities that surfaced and took precedent over this meeting time, or simple oversight of the calendared time. These will be reflected as SAL on the Client Production Report upon receiving two Written Confirmations, via email or a calendar notification acceptance, from Prospect as this indicates an interest and desire to have a meeting pending the logistics of calendar availability or additional priorities coming to completion within the Prospect organization. Additional factors might be causing the reschedules, and Client and Vendor will determine which party will continue to follow-up with the Prospect until meeting is attended.

ii) Reschedule Pending – Client Initiated: This describes Appointments that are pending reschedule based upon Client related reasons. This is typically, but not exclusively, situations where the Client’s calendar did not accurately reflect their availability, a conflict arose and the Client requested appointment be rescheduled; or the Client missed the meeting by failing to contact Prospect at the scheduled time. These will be reflected as SAL on Client Production Report, and Vendor will continue to follow up with the prospect to attempt to reschedule the meeting unless Client indicates they would prefer to handle.

iii) Reschedule Pending – Courtesy: This describes situations where a meeting did not take place, but Vendor was not notified within the proper timeframe or format. These will be reflected as SAL on Client Production Report, and Vendor will continue to follow up with the prospect in an attempt to reschedule the meeting unless Client indicates they would prefer to handle.

iv) Prospect Declined: This describes Appointments where the Prospect has declined the meeting during the Vendor Confirmation process and does not desire to reschedule at this time. These will be reflected as TAL on Client Production Report, and are not considered as billable appointment deliverables within pay-per-appointment programs.

5

Return (Appointment Rejection) Policy

a) Client may return an Appointment (“Return”). An Appointment must meet all of the following to be eligible to be returned:

i) Quality Response Survey (“QRS”) for the Appointment must be completed by Client, or;

ii) Client may submit the completed QRS by email to qcsupport@insourceleads.com.

iii) The completed QRS must be submitted to Vendor within 3 business days of the Appointment. Appointments cannot be removed from Delivered if filed after 3 business days.

iv) Verbal feedback or “custom spreadsheets” are not acceptable for the purposes of reporting the results of or disputing an Appointment.

v) Did not meet the marketing criteria (Client must provide Vendor with thorough notes indicating specifically why the opportunity did not meet the Marketing Criteria).

vi) Prospect did not attend the scheduled Appointment.

b) All scheduled Appointments including rescheduled Appointments are non-returnable unless it meets the criteria of the Vendor’s Return Policy TOS Sec 5a, v & vi. All Appointments not returned will be considered SALs and will count towards the deliverable.

6

Dispute Resolution Process

a. Vendor will review each returned opportunity in detail through a closed-loop feedback process completed by the Vendor Account Services team. The goal of the closed-loop process is to determine if the opportunity meets the qualification criteria established in the SOW and ascertain if there is a need for further action.

b. The closed-loop feedback process includes, but is not limited to:

i) Complete review of the original opportunity write-up and call notes by Vendor;

ii) Review of the timing and method of the Client follow-up;

iii) Review all feedback provided by the Client.

c. If necessary, calling the prospect to re-engage and re-qualify the opportunity. If Client is attempting to reject an Appointment based on information that conflicts with what was gathered during the Appointment generation process, Vendor will conduct a post Appointment quality survey with Prospect to help determine the deliverable status of the Appointment. All requested replacements/disputes will be reviewed and answered within 72 hours of receipt by Vendor.

d. If the Vendor’s quality assurance process determines that the opportunity did not meet the Marketing Criteria established in the SOW, then the opportunity will be replaced.

e. If the Vendor Quality Assurance process determines that the opportunity did meet the Marketing Criteria established in the SOW, then the Client Production Report will indicate that the Appointment is in the pipeline category SAL.

i. Please note that the account manager assigned to the campaign will have no ability to reverse these decisions and they will be made solely on the feedback provided.

a. If it is determined by Vendor that false or misleading Appointment result feedback was provided by Client, Vendor reserves the right to void all replacements and reschedule support for the SOW.

7

Marketing List

a) The quality of the marketing database (Prospect/contact list) is of upmost importance. If Client elects to provide the program’s marketing database and requires Appointments to be delivered exclusively from their database, the list must pass Vendor’s data validation process for quality, formatting, and accuracy. Each contact must include first name, last name, title, email or URL, phone, company, address, revenue or employee count and SIC or industry category. If this information is not available, Vendor will provide a quote for Client consideration to append the database with the missing information. If Client provides this information, the list will be sent through Vendor’s Data Validation process and must achieve accuracy requirements of >90% otherwise the database will not be approved for use in this Program. Custom criteria marketing databases are also available for a cost-per-contact fee basis.

b) Firmographics, such as company size and revenue, are typically derived from tax filings and other public documents, particularly for privately-held companies. This information can also be inferred based on the type of titles at a location, the company’s main industry, and other averages derived from census surveys. Unfortunately, there is not any data source that is 100% accurate but Vendor selects providers believed to use best practices to try to obtain listings with reduced errors. Vendor will use these third-party firmographic elements as a guide to narrowing a pool of prospects to best fit Client’s target market requirements. However, for pay-per-appointment programs, if the Client adds the requirement that those elements must be validated during the call for all qualified appointments, an additional fee will be applied to the cost per appointment. In this event, the Vendor will present Client the fee adjustment via an Addendum to the Statement of Work.

8

Payment

a) The Initial payment must be received prior to the first implementation meeting. Vendor may pause or suspend providing services if any payment is not received on or before 7 days from its due date (“past due payment”) and may consider it a breach of the Terms of Service once payment is 30 days past due. A suspension of services due to a past due payment or a Client request to pause the program for any reason will not affect the scheduled due date of any current or future payments. Under a pay-per-appointment Statement of Work, Client understands that some Appointments may not have been attended while others may require rescheduling, replacement, etc. as of the due dates of payments and will not affect the scheduled due date of payments.

b) Any past due payments of more than 14 days will result in the automatic removal of any incentives offered as part of SOW.

c) The payment schedule is subject to Vendor’s review and approval of Client’s credit.

d) The scheduled due date of payments will not be affected by:

i) Vendor acceptance of a payment after its due date.

ii) A Suspension or pause of services due to a past due payment.

iii) Client’s request to pause the program for any reason.

iv) Appointments that have been scheduled but not attended.

v) Appointments that are being rescheduled or replaced.

e) If appointment production falls below 25% of the production schedule, Vendor will suspend invoicing until they have reached the production schedule stipulated in the Statement of Work.

9

Client's Sales Team

a) Client shall have 3 or more Sales Representatives at all times in connection with a pay-per-appointment SOW.

b) Each Client Sales Representative must meet all of the following criteria:

i) Full-time employee of the Client,

ii) Manages a sales pipeline full-time and carries a sales quota,

iii) Reports to someone in Sales Management, and

iv) Selling is primary responsibility (does not have other responsibilities such as Vice President of Sales, Owner/President, etc.).

10

Payments in USD

a) All amounts payable to Vendor by Client shall be in US dollars.

11

Delivery Period

a) The period of marketing days stated in the SOW.

12

Suspension

a) Vendor may pause or suspend services if any payment is past due. A payment not received within 30 days of due date is considered a breach of the SOW. This would also void any replacement guarantees, refunds, or additional Appointments due the Client.

b) In the event of a suspension of marketing activity for any reason, suspension days do not count towards the contractual number of marketing days. At the point of restarting the marketing activities, the timeframe will be extended 2 days for every 1 day of suspension.

c) The number of days that an invoice is past due will not be counted as marketing days for the purpose of tracking campaign delivery timeframe.

d) Any Client requested suspensions of more than 30 days in length may result in the SOW being considered in breach. In this event, the Client would forfeit any remaining deliverables, replacement guarantees, or refund amounts.

13

Early Termination

Client may terminate the Statement of Work and Terms of Service with cause by providing Vendor with thirty (30) days prior written notice. Vendor will have a fifteen (15) day period to cure the cause.

14

Pay-Per-Appointment Production Guarantee

At the conclusion of the Statement of Work’s scheduled production timeframe, there is a thirty (30) day make-up period. If the deliverable is not complete at the end of the thirty day make-up period Client has two options;

1) At no additional cost to Client, Vendor will continue to assign production resources until such a time the deliverable has been completed.

Or

2) The vendor will refund Client an amount equal to prepaid fees associated with the undelivered production, less set-up and data allowances for Vendor’s costs associated with set-up resources, set-up time and marketing data. The client is required to give Vendor fourteen (14) day written notice for this option.

15

Governing Law

Client consents to the exclusive jurisdiction and venue of the courts sitting in Harris County, Texas, USA with respect to any dispute, controversy or claim arising out of or relating to this Agreement or any services provided by Provider. Regardless of Venue, The Agreement and all causes of action arising out of or related to this Agreement or the Services will be governed by and construed in accordance with the laws of the State of Texas, USA, without giving effect to the conflict-of-laws principles thereof that would may require application of the laws of a different state or jurisdiction.