Customer Subscription Terms

Definitions

In this Agreement, the following terms have the meanings set out below:

"Agreement" means the Order Form, these Terms and the Price List.

"Authorised User" means an employee or contractor of Customer whom Customer authorises to use the Platform.

"Customer Data" means data Customer submits to the Platform, including information about Prospects.

"Gift" means a physical item, including food items such as cakes, purchased from a Subcontractor and delivered to a Prospect under a Gift Proposal.

"Gift Fee" means the price for a Gift, including purchase, packaging and transport, which varies depending on the Gift and is stated in the Gift Proposal.

"Gift Proposal" means the personalised gift concept and accompanying message Daymaker prepares for a Prospect based on the Research Output.

"Order Form" means the Daymaker Service Agreement, or any other order form, signed by Daymaker and Customer that refers to these Terms.

"Platform" means Daymaker's online portal and any related API or integration made available to Customer.

"Price List" means Daymaker's current price list for optional services, as made available on the Platform.

"Prospect" means a company or organisation that Customer registers on the Platform as a target for outreach, and the individual(s) at that company whom Customer identifies.

"Researched Person" means each individual at a Prospect for whom Daymaker initiates research at Customer's request.

"Research Output" means the research summary and signals Daymaker compiles about a Prospect from publicly available sources.

"Services" means access to the Platform, research, Gift Proposals and, where applicable, acting as intermediary for the purchase and transport of Gifts.

"Subcontractor" means any third party Daymaker uses to perform the Services, including suppliers of Gifts, such as bakeries, and carriers.

Other capitalised terms have the meaning given to them in the Order Form.

Structure of the agreement

2.1 The Agreement consists of the Order Form, these Terms and the Price List. In case of conflict, they apply in that order of priority.

2.2 Customer's own purchase terms, purchase orders or similar documents do not apply, even if referred to by Customer.

2.3 The Services are provided only to businesses. Customer confirms that it enters into the Agreement in the course of its business and not as a consumer.

The services

3.1 Daymaker grants Customer a non-exclusive, non-transferable right for its Authorised Users to access and use the Platform during the Subscription Term, for Customer's internal business purposes.

3.2 The Services comprise:

• (a) access to the Platform, where Customer registers Prospects;
• (b) research on each Prospect and Researched Person, based on information that is publicly available;
• (c) a Gift Proposal for each Prospect; and
• (d) where Customer requests it or a Prospect accepts a Gift, acting as intermediary for the purchase of the Gift from a Subcontractor and its transport to the Prospect.

3.3 Daymaker may use automated tools, including artificial intelligence, to perform research and prepare Gift Proposals. Daymaker reviews Gift Proposals before they are made available to Customer.

3.4 The Services are standardised. Customer-specific development, integrations or extensive onboarding are not included unless agreed in the Order Form or a separate statement of work.

3.5 Daymaker may develop and change the Platform and the Services, provided that a change does not materially reduce the functionality of the Services during the current Subscription Term.

How the services are delivered

4.1 Registration. Customer registers a Prospect on the Platform and identifies the individual(s) to be researched.

4.2 Research. Daymaker researches the Prospect and each Researched Person from publicly available sources and compiles the Research Output. A Researched Person counts towards the Included Research Volume when research is initiated.

4.3 Gift Proposal. Daymaker prepares a Gift Proposal based on the Research Output and makes it available to Customer on the Platform.

4.4 Customer approval and sending. Customer decides whether to send the Gift Proposal to the Prospect. Customer sends the Gift Proposal in its own name, through the Platform, and is the sender of that communication.

4.5 Prospect acceptance. The Prospect decides whether to accept the Gift and, if so, provides delivery details to Daymaker. The Prospect has no obligation to accept the Gift or to engage with Customer.

4.6 Purchase and transport. When Customer requests it or a Prospect accepts a Gift, Daymaker, acting as intermediary, purchases the Gift from a Subcontractor on Customer's behalf and arranges its transport, for delivery to the address the Prospect provides.

4.7 Completion. A Gift is delivered when it is handed over at, or left in accordance with normal carrier practice at, the delivery address. Daymaker will try to provide a photo or other confirmation of delivery, but is not obliged to do so.

Daymaker as intermediary for gifts

5.1 Daymaker is Customer's single point of contact for the Services, including Gifts. Customer shall direct all orders, questions and complaints regarding Gifts to Daymaker.

5.2 For Gifts, Daymaker acts solely as an intermediary between Customer and the Subcontractors. Gifts are purchased from independent suppliers, such as bakeries, and transported by independent carriers, on their own terms and conditions.

5.3 Daymaker is not responsible for the contents of a Gift, gives no warranty or guarantee for any Gift, and is not responsible for the transport of Gifts. Daymaker selects Subcontractors with reasonable care, but is not responsible for their performance, including the production, quality, food safety, transport and delivery of Gifts. Customer has no claim against Daymaker for a Subcontractor's acts or omissions.

Gifts, delivery and risk

6.1 Delivery times stated on the Platform or in a Gift Proposal are estimates.

6.2 Daymaker is not responsible if a Gift is not delivered, is delivered late or is damaged in transit, including where:

• (a) the delivery address provided by the Prospect is incorrect, incomplete or no longer current;
• (b) the Gift is refused by the Prospect, a receptionist or any other person at the delivery address;
• (c) the building, the Prospect or its policies do not allow deliveries or gifts; or
• (d) delivery is prevented or delayed by circumstances outside Daymaker's reasonable control.

6.3 Gift Fees are non-refundable once Daymaker has ordered the Gift from a Subcontractor.

6.4 To protect the outreach channel, Daymaker may limit the number of Gifts sent to the same Prospect or delivery address.

6.5 Daymaker may refuse to purchase or deliver a Gift where it reasonably believes the Gift, its content or its delivery would be unlawful, unsafe or contrary to Clause 9 or 10.

Allergens and food safety

7.1 The supplier of a Gift is responsible for its production, labelling and handling in accordance with applicable food safety laws.

7.2 Customer acknowledges that Daymaker does not know the dietary needs of Prospects. Customer shall not instruct Daymaker to send food Gifts to a person Customer knows to have a relevant allergy or dietary restriction.

Best-efforts obligation – no guaranteed results

8.1 Daymaker's obligations under this Agreement are best-efforts obligations, not obligations to achieve a result. Daymaker shall perform the Services with reasonable skill and care, but does not undertake to achieve any particular outcome for Customer.

8.2 In particular, Daymaker does not guarantee that:

• (a) the Research Output is complete, accurate or up to date;
• (b) a Prospect will accept a Gift;
• (c) a Prospect will respond to Customer; or
• (d) any meeting, booking, sale or other business outcome will result.

8.3 Statements on Daymaker's website or in marketing material, including references to "guaranteed meetings", do not form part of this Agreement and do not create any warranty or result obligation.

Customer obligations

9.1 Customer shall use the Services in compliance with applicable law and this Agreement.

9.2 Customer is solely responsible for its communications with Prospects, including sending Gift Proposals. Customer shall ensure that these communications comply with applicable marketing, anti-spam and data protection laws, including the laws of the Prospect's jurisdiction.

9.3 Customer shall not use the Services to:

• (a) send content that is unlawful, threatening, harassing, defamatory, discriminatory or sexually explicit;
• (b) impersonate any person or organisation;
• (c) use third-party names, trademarks, logos or images without the necessary rights;
• (d) target individuals in their private capacity rather than in their professional role; or
• (e) request research into special categories of personal data, such as health, religion, political opinions or sexual orientation.

9.4 Customer is responsible for the content and instructions it provides, and confirms it has the necessary rights to them.

9.5 Customer shall keep login credentials confidential and is responsible for all use of its account. Customer shall notify Daymaker without undue delay of any unauthorised use.

9.6 Customer shall not resell or sublicense the Services, copy or reverse-engineer the Platform, or extract data from it by automated means except through an API Daymaker provides.

Public sector recipients and anti-bribery

10.1 Customer shall not register as a Prospect any public authority, government-owned entity or public official unless Customer has first confirmed in writing that the Gift complies with the gift rules applicable to the recipient. Daymaker may refuse to deliver Gifts to such recipients.

10.2 Customer is responsible for ensuring that each Gift complies with applicable anti-bribery and anti-corruption laws, including the US Foreign Corrupt Practices Act, and with any gift policy of the Prospect known to Customer.

10.3 Each Gift shall be of modest value and shall not be offered to obtain or reward any improper advantage.

Fees

11.1 Customer shall pay the fees set out in the Order Form and the Price List.

11.2 Subscription Fee. Unless otherwise agreed, the Subscription Fee for the full Subscription Term is paid in advance. It is invoiced on the Effective Date and on the first day of each renewal term.

11.3 Research volume. The Included Research Volume applies per calendar month. Unused volume does not roll over to the next month and is not refunded. Researched Persons above the Included Research Volume are charged at the Overage Fee and invoiced monthly in arrears.

11.4 Gift Fees. Gift Fees are not included in the Subscription Fee. A Gift Fee becomes payable when Customer accepts to purchase a Gift on the Platform and is invoiced in advance at that time.

11.5 Onboarding. Any Onboarding Fee is invoiced on the Effective Date.

11.6 Taxes. All fees are stated in USD and exclude sales tax, VAT and other taxes, which Customer shall pay in addition where applicable.

Invoicing, payment and price adjustments

12.1 Invoices are payable within 30 days of the invoice date.

12.2 Overdue amounts bear interest at 1% per month, or the maximum rate permitted by law if lower, from the due date until payment.

12.3 If any amount is more than 14 days overdue, Daymaker may suspend the Services after giving Customer 7 days' written notice. The Subscription Fee remains payable during suspension.

12.4 Customer shall notify Daymaker of any disputed invoice in writing within 15 days of the invoice date, stating the reasons. Customer shall pay any undisputed part when due.

12.5 The Subscription Fee and the Overage Fee are adjusted once a year, with effect from the first Subscription Term starting on or after each anniversary of the Effective Date, in line with the change in the US Consumer Price Index (CPI-U) over the preceding 12 months. No separate notice is required.

12.6 Gift Fees vary depending on the Gift and are not fixed. The Gift Fee stated in the Gift Proposal that Customer accepts applies to that Gift.

Term and renewal

13.1 The Agreement starts on the Effective Date and runs as an ongoing subscription. It renews automatically for successive periods equal to the initial Subscription Term until terminated in accordance with this Clause.

13.2 Either party may terminate the Agreement by giving at least 30 days' written notice. Termination takes effect at the end of the Subscription Term in which the notice period expires.

13.3 Prepaid fees are not refunded on termination under this Clause 13. Termination for breach is governed by Clause 14.

Termination

14.1 Either party may terminate the Agreement with immediate effect by written notice if the other party:

• (a) commits a material breach and fails to remedy it within 30 days of written notice describing the breach; or
• (b) becomes insolvent, enters into bankruptcy, liquidation or a similar procedure, or ceases to carry on business.

14.2 Daymaker may also terminate with immediate effect if Customer breaches Clause 9.3 or Clause 10.

14.3 If Customer terminates under Clause 14.1 because of Daymaker's breach, Daymaker shall refund the prepaid Subscription Fee for the remaining part of the Subscription Term, calculated pro rata.

14.4 If Daymaker terminates under Clause 14.1 or 14.2, all fees for the remaining Subscription Term become immediately due.

14.5 On termination or expiry:

• (a) Customer's access to the Platform ends;
• (b) Gifts accepted by a Prospect before termination will be delivered and invoiced as normal;
• (c) Customer may export its Customer Data for 30 days, after which Daymaker will delete it, unless retention is required by law; and
• (d) Clauses that by their nature should survive, including Clauses 11, 12, 14.3–14.5 and 15 to 24, remain in force.

Data protection

15.1 Each party shall comply with applicable data protection laws, including, where applicable, the EU/EEA General Data Protection Regulation and US state privacy laws such as the California Consumer Privacy Act.

15.2 To perform the Services, Daymaker collects publicly available information about Prospects and Researched Persons. Daymaker also processes account and billing data about Customer's Authorised Users, and delivery details provided by Prospects.

15.3 Daymaker processes this personal data in accordance with its privacy policy, available at daymaker.com/privacy.

15.4 Customer is responsible for having a lawful basis for its outreach to Prospects and for providing any notice to Researched Persons required by law.

Confidentiality

16.1 Each party shall keep the other party's Confidential Information confidential and use it only to perform or receive the Services. "Confidential Information" means non-public information disclosed by a party that is marked confidential or should reasonably be understood to be confidential, including the terms of this Agreement and Customer's Prospect lists.

16.2 This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it before disclosure, is independently developed, or must be disclosed by law or court order.

16.3 A party may disclose Confidential Information to its employees, advisers and Subcontractors who need to know it and are bound by equivalent confidentiality obligations.

16.4 The obligations in this Clause continue for 3 years after the end of the Agreement.

Intellectual property

17.1 Daymaker and its licensors own all rights in the Platform, the Services, the Daymaker name and brand, and all methods, templates, designs and materials used to provide the Services.

17.2 Customer owns the Customer Data. Customer grants Daymaker a non-exclusive licence to use Customer Data and Customer's names, logos and other content to the extent necessary to provide the Services.

17.3 Daymaker grants Customer a non-exclusive licence to use the Research Output and Gift Proposals for its own outreach to the relevant Prospect. Customer may not publish or resell them.

17.4 Daymaker may use anonymised and aggregated data derived from the Services to operate, improve and develop its services, provided that it does not identify Customer or any individual.

17.5 Daymaker may use any feedback Customer gives about the Services without restriction or compensation.

Authority and standard of performance

18.1 Each party confirms that it has the necessary authority to enter into and perform this Agreement, and that the person signing on its behalf is duly authorised to do so.

18.2 Daymaker shall perform the Services with reasonable skill and care, in accordance with Clause 8. If the Services do not meet this standard, Daymaker will re-perform the affected Services. This is Customer's sole remedy in that case.

18.3 The Research Output is based on publicly available sources, which may be incomplete, inaccurate or out of date. Gift Proposals are creative suggestions. Customer decides whether and how to use them.

18.4 EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, DAYMAKER MAKES NO OTHER COMMITMENTS REGARDING THE SERVICES, THE RESEARCH OUTPUT OR THE GIFTS, INCLUDING AS TO THEIR QUALITY, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.

Limitation of liability

19.1 NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY, GOODWILL OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 DAYMAKER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19.3 DAYMAKER'S LIABILITY RELATING TO A SINGLE GIFT SHALL NOT EXCEED THE GIFT FEE PAID FOR THAT GIFT.

19.4 DAYMAKER IS NOT LIABLE FOR THE CONTENTS OF ANY GIFT, OR FOR THE PERFORMANCE OF ANY SERVICES BY THIRD PARTIES, INCLUDING SUPPLIERS OF GIFTS AND CARRIERS.

19.5 The limitations in this Clause do not apply to liability for fraud, gross negligence or wilful misconduct, Customer's payment obligations, Customer's indemnity under Clause 20, or any liability that cannot be limited under applicable law.

Customer's responsibility towards prospects and indemnity

20.1 Customer is solely responsible towards Prospects for its outreach, the Gift Proposals it sends, and any statements or commitments it makes to Prospects. Daymaker has no obligations or liability towards Prospects on Customer's behalf.

20.2 Customer shall defend, indemnify and hold harmless Daymaker and its Subcontractors against any claim from a Prospect or other third party, and related losses, damages and reasonable legal costs, arising from:

• (a) Customer's communications with Prospects;
• (b) content, names, trademarks or instructions Customer provides; or
• (c) Customer's breach of Clause 9, 10 or 15.4.

20.3 Daymaker shall notify Customer promptly of any such claim, allow Customer to control the defence, and provide reasonable cooperation at Customer's expense.

Insurance

21.1 Daymaker shall maintain insurance with reputable insurers, on terms and at levels customary in its industry, for the duration of the Agreement.

Force majeure

22.1 Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, extreme weather, epidemics, war, strikes, failure of public infrastructure, or failure of a Subcontractor caused by such circumstances. This Clause does not excuse payment obligations.

Governing law and disputes

23.1 This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement. Each party submits to the personal jurisdiction of those courts.

23.3 EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

23.4 Nothing in this Clause prevents a party from seeking urgent injunctive relief in any competent court.

General

24.1 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and replaces all prior discussions and agreements.

24.2 Assignment. Customer may not assign the Agreement without Daymaker's prior written consent. Daymaker may assign it to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its business or assets.

24.3 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture or agency.

24.4 Publicity. Daymaker may name Customer as a customer and use its logo in marketing material, unless Customer objects in writing.

24.5 Notices. Notices shall be in writing and sent by email to the addresses in the Order Form, or to another address a party designates.

24.6 Severability. If a provision is found invalid or unenforceable, the remaining provisions continue in force, and the invalid provision is replaced by a valid one that comes closest to its purpose.

24.7 No waiver. A failure or delay in exercising a right is not a waiver of that right.

24.8 Counterparts. The Agreement may be signed electronically and in counterparts.

24.9 Changes to these Terms. Daymaker may update these Terms by publishing a new version at daymaker.com/customer-terms. The version named in the Order Form applies for the current Subscription Term. A new version applies from the next renewal term only if Daymaker has notified Customer of it at least 30 days before that renewal term starts. Daymaker keeps earlier versions available on request.