These Terms of Service (“Terms”) govern all Lead Generation & Appointment Setting services provided by Kiterra (“Agency,” “we,” “us,” or “our”) to any client that has signed an Order Form referencing these Terms (“Client,” “you,” or “your”). These Terms are incorporated by reference into, and form a binding part of, the Order Form. Together, the Order Form and these Terms constitute the “Agreement” between the Parties. Our services are billed in U.S. Dollars and payments are processed via Stripe.1. Services Provided
Agency provides lead generation and appointment setting services, including sourcing, qualifying, and booking sales calls (“Qualified Calls”) directly onto Client’s calendar with prospects in Client’s target market. Agency’s responsibility is limited to booking Qualified Calls; Agency does not guarantee call attendance, sales, contracts, or revenue, and operates as an independent contractor. Agency does not guarantee any minimum number of Qualified Calls in any billing cycle or calendar month. Agency is not responsible for Client’s sales performance, conversion rates, or revenue outcomes. Agency’s performance of the services is conditioned on Client’s timely completion of the Client Onboarding Form described in Section 4.2. Qualified Call Definition
A “Qualified Call” is a scheduled sales call booked by Agency on Client’s calendar that meets the following criteria:Target Profile Match: the prospect matches Client’s ideal customer profile (“ICP”) and targeting criteria that Client includes in the Onboarding Form (see Section 4) (industry, role, company type, etc.).A Qualified Call is considered delivered upon booking. All Qualified Calls are deemed valid unless disputed in writing within 72 hours of the scheduled call time on the grounds that the booking did not meet the above criteria or that the prospect No-Showed. After this period, calls are final and accepted, subject to the refund policy in Section 3.3. Fees, Payment & Refunds
3.1 Fee Structure
Fees consist of a one-time setup fee and a per-call fee for each Qualified Call delivered, as set out in the Order Form. The setup fee is non-refundable under any circumstance. The per-call fee compensates Agency for all work performed to source, qualify, and book each call — including outreach, campaign management, targeting refinement, and reporting — and is payment for services rendered, not for sales outcomes. Payment is not contingent on Client’s ability to convert calls into sales; it is, however, contingent on prospect attendance as described below. Per-call fees already paid are non-refundable except as provided in Section 3.3 below. Refunds are available only for the No-Show, cancellation, and ICP Mismatch cases set out in Section 3.3. Upon early termination under Section 9.4, the early termination fee is the only amount payable, as set out in that Section.
3.2 Billing Cycle
The first bi-weekly billing cycle begins on the campaign launch date confirmed in writing by Agency, which Agency will confirm only after Client has completed and returned the Client Onboarding Form (see Section 4). Invoicing occurs at the end of each bi-weekly cycle and reflects only Qualified Calls actually delivered during that cycle, net of any approved refunds. If no Qualified Calls are delivered in a cycle, no invoice is issued. Client authorizes Agency to charge the payment method on file each cycle on a recurring basis and agrees to attempt good-faith resolution with Agency before initiating any chargeback.
3.3 Refund Policy
Refunds and credits are available only in the following two cases, and in each case only where Client notifies Agency in writing within 72 hours of the scheduled call time: (1) a prospect fails to attend a scheduled Qualified Call (a “No-Show”) or cancels it outright for any reason, so that the call does not take place despite the prospect having confirmed attendance; or (2) the prospect on the call has no resemblance at all to the ICP and targeting criteria in Client’s Onboarding Form (an “ICP Mismatch”). In either case, the fee for that call is not billable and will be refunded or credited against Client’s next invoice. For this purpose, Client’s ICP is the ICP in the most recent Onboarding Form submitted by Client, as updated in writing and confirmed by Agency. A prospect who matches some, but not all, of the ICP or targeting criteria is not an ICP Mismatch. No other call is refund-eligible; in particular, no refund or credit is available because a call did not convert to a sale or because the prospect only partially matches the ICP. If a prospect instead reschedules to a new confirmed time, the call remains fully billable and is not refund-eligible on that basis; the Refund policy applies again if the rescheduled call itself is later no-showed or cancelled. This policy does not apply where Client (or Client’s team) fails to attend a call that the prospect does attend — such calls remain fully billable (see Section 4).
3.4 Late Payment
If payment is not received within 5 business days of the due date, Agency may pause services until payment is made. Paused periods do not extend the billing cycle or reduce fees owed.4. Client Responsibilities
Client agrees to provide accurate targeting criteria, maintain an active calendar for booking calls, attend scheduled calls (or ensure appropriate team attendance), and promptly notify Agency of any issues affecting call quality or scheduling.
If Client or Client’s team fails to attend a scheduled call for any reason — including scheduling conflicts, internal errors, or calendar mismanagement — and the prospect attends, the call is still a valid, delivered Qualified Call and is fully billable. This scenario is not eligible for the Refund Policy in Section 3.3, which applies only to No-Shows, prospect cancellations, and ICP Mismatches as defined there.
Client Onboarding. Before campaign launch, Client must complete and return Agency’s Client Onboarding Form (the “Onboarding Form”) in full and with accurate information. The Onboarding Form provides the information Agency needs to perform the services properly, including Client’s ICP and targeting criteria, which determine whether a booked call is a Qualified Call (see Section 2), and Agency cannot begin or properly perform the services without it. Agency will confirm the campaign launch date in writing only after it has received the completed Onboarding Form, and the initial 1-month commitment period begins on that launch date. Delays, or incomplete, inaccurate, or outdated information, are Client’s responsibility; Agency is not responsible for reduced call volume or call quality resulting from them, and they do not entitle Client to any refund or credit. Failure to complete the Onboarding Form does not entitle Client to a refund of the setup fee.5. Deliverables & Reporting
Qualified Calls are booked directly onto Client’s calendar. Agency may provide call details including prospect name, company, contact information, and notes, along with monthly summaries of booked calls and campaign activity.6. Rescheduling Policy
A prospect reschedule to a new confirmed time keeps the call fully billable and does not obligate Agency to re-book at no charge. This is distinct from a cancellation, which is refund-eligible under Section 3.3. If a rescheduled call is ultimately no-showed or cancelled, Section 3.3 applies to that call.7. Fulfillment, Refund & Cancellation Policy
This section is provided in connection with payments processed via Stripe and describes how Agency delivers services and handles refunds and cancellations for purposes of payment processing. It is consistent with, and does not limit, the more specific terms elsewhere in these Terms (including Sections 3 and 9).
7.1 Delivery
Agency delivers services electronically and telephonically — by sourcing, qualifying, and booking Qualified Calls onto Client’s calendar — on an ongoing basis throughout the Agreement term.
7.2 Refunds
Refunds are available only where a prospect No-Show or cancellation, or an ICP Mismatch, qualifies under Section 3.3. Refunds are not available solely because Client changed its mind about a delivered Qualified Call, because a prospect only partially matches the ICP, or because Client did not make use of a call that met the Section 2 criteria and was not timely disputed under Section 2. Refunds are likewise not available because Client did not complete the Onboarding Form or provided incomplete information.
7.3 Cancellation
Client may cancel or terminate this Agreement as described in Section 9 (Term & Termination). Cancellation is not unconditional: it is subject to the initial 1-month minimum commitment, the applicable notice period, and the early termination fee described in Section 9. Amounts already invoiced for Qualified Calls delivered prior to the effective date of cancellation remain due, except as provided under Section 3.3 and Section 9.4.8. Limitation of Liability
Agency is responsible only for delivering lead generation and appointment setting services as defined in this Agreement, and is not responsible for Client’s ability to close sales or generate revenue from delivered calls. Agency is not liable for indirect, incidental, or consequential damages, and Agency’s total liability under this Agreement shall not exceed the total amount paid by Client to Agency.
Agency is not liable for delays or failure to perform due to events outside its reasonable control, including platform outages, email service disruptions, third-party service failures, or acts of God. Agency may pause services during such disruptions, and fees for a materially impacted billing cycle may be prorated or credited at Agency’s reasonable discretion.9. Term & Termination
9.1 Term
The Agreement begins on the date the Order Form is signed. The initial minimum commitment period is 1 month (30 days), beginning on the campaign launch date confirmed in writing by Agency under Section 3.2, after which the Agreement continues month-to-month. Services may not be terminated before completion of this initial term except as set out in Section 9.4. During this period, Client remains subject to standard bi-weekly per-call billing.
9.2 Notice Period
After the initial 1-month period, either Party may terminate with 7 days’ written notice by email or signed document. Termination is effective 7 days after receipt of notice. Client remains responsible for per-call fees for all Qualified Calls delivered during the notice period.
9.3 Payment Obligations Upon Termination
Client remains responsible for all setup fees and all per-call fees for Qualified Calls delivered prior to termination, for the full bi-weekly cycle in which services were rendered, subject to Section 3.3. This Section 9.3 applies only to termination after the initial 1-month period; early termination under Section 9.4 is governed solely by Section 9.4. Agency is not responsible for booking replacement calls for any call cancelled or missed after termination notice is given; calls that no-show or are cancelled by the prospect during the notice period remain subject to Section 3.3 on the same terms as at any other time.
9.4 Early Termination Fee
If Client terminates before completing the 1-month minimum commitment, Client agrees to pay an early termination fee equal to eight (8) Qualified Calls at the per-call fee rate specified in the Order Form, due immediately upon termination. The early termination fee is the only amount Client owes upon early termination. It is in place of, and Client will not be charged, any per-call fees for Qualified Calls delivered before termination, any further billing cycle charges, or any other fee or charge. The setup fee paid before services began remains non-refundable and is not credited against this fee.
9.5 Termination for Cause
Either Party may terminate immediately if the other materially breaches this Agreement and fails to cure within 7 business days of written notice. Either Party may terminate immediately without a cure period in cases of fraud, willful misconduct, or intentional misrepresentation.
9.6 Surviving Obligations
Confidentiality obligations and protection of proprietary information survive termination. Client data or lead information provided by Agency must be returned or securely deleted upon request. Client may use leads and prospects generated during the Agreement for internal sales purposes, but may not resell, redistribute, or use Agency’s systems, messaging, or infrastructure to replicate the service independently for 6 months following termination. All payment obligations and confidentiality provisions survive termination.10. Confidentiality
Both Parties agree to maintain strict confidentiality of non-public business information exchanged under this Agreement. Agency will not disclose Client data or campaign details without written consent, except as required to perform services. Client agrees not to disclose, reuse, or repurpose Agency-provided lead data, prospect lists, messaging frameworks, or campaign structures for external marketing, resale, or independent outreach.11. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. Disputes will first be addressed through good-faith negotiation or mediation; unresolved disputes will be resolved in the courts located in California.12. Definitions
“Client,” “You,” and “Your” refer to the party identified on the Order Form as Client, or otherwise bound by these Terms. “Agency,” “we,” “our,” and “us” refer to Kiterra. “Party” or “Parties” refers to Client and Agency collectively. Singular, plural, and gender terms are interchangeable as context requires.13. Changes to These Terms
Agency may update these Terms from time to time. The version in effect on the date a Client’s Order Form is signed governs that Client’s Agreement, and Agency retains dated records of prior versions. Material changes affecting an active Client will be communicated in writing.