Terms & Conditions.

Definitions

• "Services" means the personalised B2B outreach services described in the applicable bespoke quotation or service confirmation.
• "Campaign" means the outreach programme agreed with you, including its target area, audience, sequence, campaign duration and other agreed parameters.
• "Setup Fee" means the one-off implementation fee stated in your bespoke quotation, if applicable.
• "Client Data" means personal data and other information supplied by you for the purpose of providing the Services.
• "Client Leads" means contacts from your existing database that you ask us to include as an optional additional campaign audience.
• "Council Contacts" means professional contact information within the relevant council/public-sector audience used for your Campaign.
• "Payment Date" means the date on which a recurring campaign fee is due under your accepted quotation.

Our services

Penbridge provides managed B2B email outreach designed to connect UK contractors with relevant council and public-sector decision-makers.

Depending on the Campaign selected, the Services may include:

• campaign planning and targeting;
• preparation of personalised outreach communications;
• preparation and operation of dedicated campaign systems;
• campaign launch, management and monitoring;
• optional inclusion of Client Leads;
• forwarding of genuine enquiries or responses to the Client's nominated business mailbox; and
• reasonable campaign reporting or performance information where included in the quotation.

Penbridge does not act as the Client's sales team, tendering adviser, estimator or contracting agent. Once an enquiry is forwarded, the Client is responsible for dealing with the opportunity and deciding whether and how to pursue it.

Bespoke quotes & pricing

Penbridge operates a bespoke campaign pricing structure. Each Campaign is priced individually according to the requirements selected by the Client.

Depending on the Campaign, pricing may take into account factors including the selected target area, expected audience coverage, Client Leads added to the Campaign, sequence requirements, campaign duration and selected commitment.

Any amount shown by our website calculator, slider or other automated estimate is an indicative estimate only and is not a final invoice or binding offer unless confirmed by Penbridge in writing.

Setup and campaign commencement

Where a Campaign includes a setup fee, that fee is payable in accordance with the quotation and before the relevant implementation work commences unless otherwise agreed in writing.

The setup fee relates to the work required to prepare the Campaign and its associated systems for operation. The amount is bespoke rather than fixed and may vary from one Client or Campaign to another.

Unless the quotation expressly states otherwise, setup fees are non-refundable once substantive implementation work has commenced, except where a refund is required by law or agreed by Penbridge in writing.

Campaign commencement dates are indicative until Penbridge confirms that the Campaign is ready to begin. Delays caused by missing information, unavailable Client systems, inaccurate information, payment issues or other matters outside Penbridge's reasonable control may affect the commencement date.

Payment terms

The Client agrees to pay the fees stated in the accepted quotation by the applicable due dates. Unless expressly stated otherwise, recurring Campaign fees are payable in advance for the relevant billing period.

• A one-off setup fee, where applicable, is payable before implementation begins.
• Recurring campaign fees are payable on the Payment Date stated in the quotation or payment arrangement.
• The Client is responsible for ensuring that valid payment arrangements remain available throughout the Campaign.
• If a payment is overdue, Penbridge may pause campaign activity after giving reasonable notice and may charge interest or recovery costs to the extent permitted by law.
• Pausing a Campaign because of non-payment does not automatically waive fees already accrued or committed under the accepted quotation.

Unless otherwise stated in the quotation, all prices are exclusive of VAT or other applicable taxes, which will be added where legally required.

Campaign terms & cancellation

Your accepted quotation will state the selected Campaign commitment. Current options may include:

The precise campaign duration, billing dates and commitment discount applicable to you will be set out in the accepted quotation.

For a rolling commitment, the Campaign continues unless cancelled in accordance with the notice provisions stated in the accepted quotation. Unless the quotation specifies a different notice period, cancellation takes effect before the next Payment Date and does not entitle the Client to a refund of fees already paid.

Nothing in these Terms limits any cancellation or other statutory right that applies to the Client under mandatory applicable law.

Campaign delivery

Penbridge will use reasonable care and skill in delivering the Services in accordance with the accepted quotation.

Campaign timing, delivery rates, response volumes, coverage and other operational characteristics may vary according to the Campaign requirements, the availability and quality of relevant contact data, email-service conditions, third-party systems and other factors outside Penbridge's reasonable control.

Penbridge may make reasonable operational adjustments to protect service quality, comply with applicable law, respond to provider requirements or address deliverability and security concerns. Such changes will not materially reduce the agreed Services without reasonable cause.

Client responsibilities

The Client agrees to:

• provide accurate, complete and current information reasonably required to deliver the Campaign;
• ensure that the services, claims and representations described in campaign communications are accurate and lawful;
• promptly review and notify Penbridge of any information that needs to be corrected;
• cooperate reasonably with campaign preparation, approvals and operational requirements;
• maintain appropriate access to the nominated mailbox for receiving genuine enquiries;
• not instruct Penbridge to send unlawful, misleading, discriminatory, fraudulent or otherwise prohibited communications; and
• comply with all applicable laws and regulations relating to its business, services, marketing and any opportunities it pursues as a result of the Campaign.

Data protection & client-supplied data

The parties will comply with applicable data protection and privacy laws, including the UK GDPR, the Data Protection Act 2018, PECR and, where applicable, POPIA and related South African requirements.

Where Penbridge processes Client Data solely on the Client's documented instructions, the parties will enter into or rely upon appropriate data-processing terms where required by law. Those terms will address the subject matter and duration of processing, the nature and purpose of processing, the relevant types of personal data and categories of data subjects, and the parties' respective responsibilities. Where Penbridge acts as a processor under UK GDPR, the parties will comply with applicable processor-contract requirements.

Where the Client supplies Client Leads, the Client warrants that it has an appropriate lawful basis to provide those contacts for the intended processing and that it has met any required transparency, notice, consent and objection requirements.

Where Penbridge determines the purposes and means of its own processing, Penbridge may act as an independent controller or responsible party for that processing.

Where South African law applies, the parties acknowledge that POPIA imposes specific requirements on unsolicited electronic direct marketing, including consent requirements under section 69, subject to the statutory exceptions. The Client must not instruct Penbridge to undertake activity that would put either party in breach of applicable law.

Where a processor uses a sub-processor to process Client Data, the parties will apply the authorisation and contractual requirements required by applicable law.

The parties will reasonably cooperate with applicable data-subject requests, security incidents, regulatory enquiries and other data-protection obligations falling within the scope of the Services.

Further information about Penbridge's own processing activities is contained in our Privacy Policy.

Intellectual property & confidentiality

Penbridge intellectual property

Penbridge retains ownership of its pre-existing materials, know-how, methodologies, systems, processes, templates, databases and other intellectual property used to provide the Services. Nothing in these Terms transfers ownership of those materials to the Client.

Client materials

The Client retains ownership of materials and data that it supplies to Penbridge. The Client grants Penbridge the limited rights reasonably necessary to use those materials to provide the Services.

Confidentiality

Each party will keep confidential non-public commercial, technical and business information received from the other party and will use that information only for legitimate purposes connected with the relationship. This obligation survives termination, subject to information that is already public, independently developed or required to be disclosed by law.

Results, enquiries & no outcome guarantee

Penbridge provides an outreach service and does not guarantee that a Campaign will generate any particular number of enquiries, meetings, tenders, quotations, contracts, revenue or other commercial outcomes.

Contact volumes and responses depend on factors including the Client's sector, target area, recipient availability, the attractiveness and competitiveness of the Client's services, recipient behaviour and circumstances outside Penbridge's control.

Any genuine enquiry received through the Campaign will be forwarded to the Client's nominated mailbox, subject to the operational scope stated in the accepted quotation.

Suspension & termination

Penbridge may suspend some or all Services where reasonably necessary to:

• address overdue or failed payments;
• investigate a security, privacy, compliance or deliverability concern;
• comply with applicable law or a requirement of a competent authority or service provider;
• prevent misuse of the Services; or
• address inaccurate, incomplete or unlawful instructions or Client Data.

Either party may terminate the agreement where the other party commits a material breach and fails to remedy it within a reasonable period after written notice, unless the breach is incapable of remedy or requires immediate suspension for legal or security reasons.

Termination does not affect rights or obligations that accrued before the termination date, including payment obligations and any provisions intended to survive termination.

Liability

Nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation would be unlawful or unenforceable.

Subject to that qualification, Penbridge will not be liable for indirect or consequential loss, including loss of profits, anticipated savings, contracts, goodwill or business opportunity, arising from the Services.

Subject to mandatory applicable law, Penbridge's aggregate liability arising out of or in connection with a Campaign will not exceed the total fees paid or payable by the Client under the relevant Campaign during the twelve months immediately preceding the event giving rise to the claim.

Penbridge will not be responsible for losses caused by inaccurate Client information, unlawful Client instructions, the acts or omissions of third-party providers outside our reasonable control, recipient decisions, or the Client's failure to act on an enquiry.

General provisions

• Entire agreement. These Terms and the applicable accepted quotation and written service documents constitute the agreement between the parties concerning the Services.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions will continue in effect.
• No partnership or agency. Nothing in these Terms creates a partnership, joint venture or agency relationship between Penbridge and the Client.
• Assignment. The Client may not assign or transfer the agreement without Penbridge's prior written consent, except where permitted by law. Penbridge may transfer or subcontract aspects of the Services where reasonably necessary to operate its business, subject to applicable contractual and data protection obligations.
• Events outside our control. Penbridge will not be responsible for delay or failure caused by events outside its reasonable control, including major service-provider outages, internet failures, cyber incidents, government action, natural disasters or other force majeure events.
• Notices. Notices under these Terms may be given by email to the relevant business address last notified by the other party.

Governing law & jurisdiction

These Terms are governed by the laws of England and Wales, unless mandatory law applicable to the Client or the relevant processing requires otherwise.

Subject to any mandatory jurisdictional rights, disputes arising out of or in connection with these Terms will be subject to the courts of England and Wales.

Changes to these Terms

Penbridge may update these Terms from time to time to reflect changes to the Services, applicable law, technology or business requirements.

A change will not retrospectively alter an already accepted Campaign quotation unless the Client agrees otherwise or the change is required by law.

For existing Clients, material changes affecting their active Campaign will be communicated with reasonable notice and, where applicable, will take effect at the next renewal or billing period.

Contact us

If you have any questions about these Terms or your agreement with Penbridge, contact us: