Meeting Guarantee Terms

These Meeting Guarantee Terms (the “Guarantee Terms”) form part of the services agreement or order form between you (“Client”) and Veneris Tech LLC (“Veneris”) for managed outbound services (the “Agreement”). In the event of a conflict, the Agreement governs, followed by these Guarantee Terms.

1. The Guarantee

For Veneris Core and Veneris Enterprise programmes, Veneris guarantees that it will secure a minimum of ten (10) Qualified Meetings (as defined below) for the Client within the first ninety (90) calendar days of the programme (the “Guarantee Period”).

If the minimum is not met within the Guarantee Period, the Client’s sole and exclusive remedy is that Veneris will continue to perform the services at no additional charge (the “Remedy Period”) until the minimum of ten (10) Qualified Meetings has been delivered, subject to the conditions and limitations below. The Guarantee does not entitle the Client to any refund, credit, damages, or other monetary compensation.

2. Definitions

“Qualified Meeting” means a scheduled conversation (video, voice, or in-person) between the Client and a contact who, at the time of booking:

• Matches the Ideal Customer Profile (ICP), target roles, and exclusion criteria agreed in writing during programme kickoff;
• Holds a role with relevant buying influence or authority, as defined in the agreed qualification criteria;
• Has confirmed attendance through a calendar invitation accepted by the contact, or an equivalent written confirmation; and
• Has not been disqualified by the Client in writing within three (3) business days of booking, on grounds consistent with the agreed qualification criteria.

“Guarantee Period” begins on the date the first campaign launches — not the contract signature date — and runs for ninety (90) calendar days, subject to any pause extension under Section 5.

3. Conditions Precedent

The Guarantee applies only if, and for so long as, the Client fulfils all of the following obligations. Failure to meet any of these conditions suspends or voids the Guarantee as described in Section 5:

• Timely inputs. The Client provides accurate ICP definitions, offer details, qualification criteria, exclusion lists, and any required collateral within ten (10) business days of kickoff;
• Approvals. The Client reviews and approves (or provides edits to) proposed messaging, sequences, and target lists within five (5) business days of each submission by Veneris;
• Availability. The Client maintains reasonable calendar availability to accept Qualified Meetings and responds to meeting handoffs within two (2) business days;
• Compliance. The Client’s products, services, claims, and instructions comply with applicable law (including anti-spam, privacy, and marketing regulations) and do not require Veneris to make false, misleading, or unlawful statements;
• Cooperation. The Client does not materially change the offer, ICP, pricing, or target market mid-Guarantee Period without a mutually agreed reset of the Guarantee Period; and
• Good standing. The Client’s account is current, with no undisputed invoice more than fifteen (15) days overdue.

4. Exclusions — Events Beyond Veneris’s Control

The Guarantee does not apply to any shortfall caused, in whole or in part, by:

• Client-caused delay or change, including delayed inputs or approvals, changes to the offer/ICP, paused campaigns, or withdrawn approvals;
• Third-party platforms and infrastructure. Actions, outages, policy changes, deliverability filtering, sending restrictions, account limitations, or algorithm changes by email providers (e.g., Google, Microsoft), LinkedIn or other social platforms, telephony carriers, CRM vendors, data providers, or DNS/hosting providers;
• Force majeure. Events beyond Veneris’s reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, pandemics, government actions or sanctions, utility or internet failures, and widespread infrastructure outages;
• Market conditions. Material adverse changes in the Client’s market, including industry downturns, regulatory shifts affecting the Client’s sector, or seasonal slowdowns in the Client’s selling cycle;
• Client reputation or product factors. Pre-existing damage to the Client’s domain or brand reputation, legal or regulatory actions against the Client, negative public coverage, or characteristics of the Client’s product, pricing, or market positioning that materially reduce prospect responsiveness; and
• Prospect behaviour. The conduct of third-party prospects, including no-shows after confirmed acceptance, mass non-response in a target segment, or list/contact data decay.

Where an excluded event partially causes a shortfall, the Guarantee applies only to the extent the shortfall is attributable to Veneris’s performance.

5. Pauses and Extensions

If a condition in Section 3 is not met, or an exclusion in Section 4 occurs, the Guarantee Period is extended day-for-day by the duration of the delay or event. If a delay exceeds thirty (30) consecutive days, Veneris may, at its option, declare the Guarantee void with respect to the affected programme, in which case Veneris has no further obligation under these Guarantee Terms.

6. No Other Guarantees; No Revenue Commitment

Except as expressly stated in these Guarantee Terms, Veneris makes no guarantee of any results, including reply rates, conversion rates, pipeline value, revenue, deal closure, or return on investment. Qualified Meetings are booked conversations — Veneris does not control and is not responsible for the Client’s sales process, meeting conduct, follow-up, or close rates after handoff. Any figures, projections, or case-study results presented on the Veneris website or in sales materials are illustrative of past programmes and are not a promise of future results.

7. Exclusive Remedy; Limitation of Liability

The Remedy Period described in Section 1 is the Client’s sole and exclusive remedy for any failure to meet the Guarantee. To the maximum extent permitted by law, Veneris’s total aggregate liability arising out of or relating to these Guarantee Terms — whether in contract, tort, or otherwise — shall not exceed the fees actually paid by the Client for the programme during the Guarantee Period. In no event shall Veneris be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost business opportunities.

8. Claim Procedure

To invoke the Guarantee, the Client must submit a written claim to [email protected] within fifteen (15) calendar days after the end of the Guarantee Period, identifying the programme and the number of Qualified Meetings delivered. Claims submitted after this window are waived. Veneris will verify the count against campaign records and the agreed qualification criteria within fifteen (15) business days and, where valid, commence the Remedy Period promptly.

9. Governing Terms

These Guarantee Terms are governed by the governing law and dispute resolution provisions of the Agreement and, where the Agreement is silent, by the Veneris Terms of Use. Veneris may update these Guarantee Terms from time to time; the version in effect on the Client’s programme start date governs that programme.

10. Contact

Questions about the Meeting Guarantee: [email protected].