Terms & Conditions

Last updated: 5 April 2026

1. Definitions

In these Terms and Conditions ("Terms"), unless the context requires otherwise:

• "GreyOps", "we", "us", or "our" refers to GreyOps Limited (NZBN 9429053142856), a company registered in New Zealand with its registered office at 12 Madden Street, Auckland CBD, Auckland 1010, GridAKL.
• "Client", "you", or "your" refers to the individual, company, or entity engaging GreyOps for services.
• "Service Agreement" or "SOW" (Statement of Work) refers to the specific document outlining deliverables, pricing, timelines, and scope for each engagement.
• "Qualified Lead" refers to a prospect that meets the qualification criteria defined in the applicable SOW.
• "Deliverables" refers to all leads, reports, data, and materials provided to the Client as part of the services.
• "Infrastructure" refers to all email domains, sending accounts, advertising accounts, tracking systems, and software deployed by GreyOps to deliver services.
• "Third-Party Platforms" refers to external services used in delivering our services, including but not limited to Google Ads, Meta (Facebook/Instagram) Ads, LinkedIn, email service providers, and CRM systems.

2. Scope of Services

GreyOps provides commercial B2B lead generation services. These services may include, but are not limited to:

• Ideal customer profile (ICP) research, cost-per-lead analysis, and target market mapping
• Multi-channel outreach infrastructure build (cold email, Google Ads, Facebook Ads, LinkedIn)
• Outbound and inbound lead generation campaign execution
• Lead qualification, scoring, and delivery
• Campaign performance reporting and optimisation

The specific scope, deliverables, volume, pricing, and timelines for each engagement are defined exclusively in the applicable SOW. In the event of any conflict between these Terms and a SOW, the SOW shall prevail to the extent of the conflict.

2.1 What We Do Not Provide

Unless explicitly stated in a SOW, GreyOps does not provide:

• Sales closing, negotiation, or deal management services
• Legal, financial, tax, or compliance advice
• Guarantees of revenue, conversion rates, deal closure, or specific business outcomes
• Website design, development, or hosting services
• Ongoing CRM management or sales enablement beyond lead delivery

3. Engagement & Acceptance

An engagement is formed when:

1. Both parties sign a Service Agreement or SOW; or
2. The Client pays an invoice issued by GreyOps; or
3. The Client provides written confirmation (including email) to proceed with services.

Verbal agreements or informal discussions do not constitute a binding engagement unless confirmed in writing.

4. Payment Terms

4.1 Pricing Model

GreyOps operates on a prepay-per-lead model unless otherwise specified in the SOW. The per-lead price is calculated based on factors including target industry, role seniority, geographic region, and expected acquisition cost. Pricing is fixed for the duration of a SOW and may be renegotiated upon renewal.

4.2 Payment Schedule

• Payment is due before lead delivery commences, unless a different schedule is specified in the SOW.
• All fees are quoted in the currency specified in the SOW (NZD, USD, AUD, or GBP).
• Payment methods accepted: bank transfer, credit card, or as specified in the invoice.

4.3 Late Payment

• Invoices not paid within 7 days of the due date will incur a late fee of 1.5% per month (18% per annum) on the outstanding balance, compounding monthly.
• GreyOps reserves the right to suspend all services if payment is more than 14 days overdue, without liability for any resulting delays in delivery.
• The Client is responsible for all costs incurred by GreyOps in collecting overdue payments, including legal fees and collection agency costs.

4.4 Taxes

All prices are exclusive of GST (Goods and Services Tax), VAT, sales tax, or other applicable taxes unless explicitly stated otherwise. The Client is responsible for all applicable taxes in their jurisdiction.

5. Refund & Cancellation Policy

5.1 Non-Refundable Fees

All payments are non-refundable once any of the following have occurred:

• Lead delivery has commenced
• Infrastructure setup has begun (domains purchased, accounts created, campaigns built)
• Campaign strategy or ICP research has been delivered

5.2 Cancellation Before Work Begins

If the Client cancels before any work has commenced, GreyOps will refund the full amount paid, less any administrative fees (up to 10% of the total). Cancellation must be in writing.

5.3 Early Termination by Client

If the Client terminates mid-engagement, GreyOps will deliver any leads already in the pipeline. No refund is due for the remaining undelivered portion unless GreyOps, at its sole discretion, agrees to a partial credit toward a future engagement.

6. Lead Qualification & Delivery

6.1 Qualified Lead Definition

A "Qualified Lead" is defined as a prospect who:

• Matches the ICP criteria agreed upon in the SOW (industry, company size, role, geography)
• Has responded to outreach with expressed interest, or has taken a qualifying action (e.g., booked a call, completed a form, replied affirmatively)
• Has been verified to be a real person at a real business

The specific qualification criteria are documented in each Client's SOW. If no SOW-specific criteria exist, the above definition applies.

6.2 Delivery Method

Leads are delivered via the method specified in the SOW, which may include email notification, CRM integration, shared dashboard, or spreadsheet. GreyOps is not responsible for leads that go unactioned due to the Client's failure to monitor the agreed delivery channel.

6.3 Lead Exclusions

The following do not count as Qualified Leads and will not be billed:

• Duplicate leads (same individual already delivered within the same campaign)
• Leads from outside the agreed geographic or industry scope
• Automated or bot-generated responses
• Leads that do not meet the minimum ICP criteria

7. Replacement & Dispute Policy

7.1 Replacement Eligibility

If a delivered lead does not meet the agreed qualification criteria, the Client may request a replacement within 7 business days of delivery. Requests must include a written explanation of why the lead does not qualify.

7.2 Review Process

GreyOps will review each dispute within 5 business days. If the lead is confirmed to fall below the agreed criteria, GreyOps will, at its discretion:

• Provide a replacement lead of equal or greater quality; or
• Issue a credit toward the Client's next order.

7.3 Replacement Exclusions

Leads are not eligible for replacement if:

• The Client failed to follow up within 48 hours of delivery
• The lead was contacted but did not convert (conversion is not guaranteed)
• The Client changed their ICP criteria after the lead was delivered
• The dispute is raised more than 7 business days after delivery
• The lead ghosted or became unresponsive after initial qualification

7.4 Dispute Cap

Replacement requests are capped at 15% of total leads delivered per SOW period. If disputes exceed this threshold, both parties agree to review and, if necessary, revise the ICP criteria and qualification standards.

8. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and current business information, ICP details, and any required brand assets or approvals
• Respond to delivered leads within 48 hours of delivery -- leads degrade rapidly and GreyOps cannot be held responsible for stale leads caused by Client inaction
• Provide timely feedback on lead quality (within 7 days of delivery) to enable ongoing campaign optimisation
• Not resell, redistribute, sublicense, or share leads delivered by GreyOps with any third party
• Not use leads for purposes other than those specified in the SOW
• Not contact leads using methods that violate applicable anti-spam, telemarketing, or data protection laws
• Not reverse-engineer, replicate, or attempt to replicate GreyOps' systems, processes, sequences, or methods
• Comply with all applicable laws and regulations in their jurisdiction regarding the use of leads and personal data
• Not engage in any activity that could damage GreyOps' reputation, domains, or sending infrastructure

8.1 Client Cooperation

Timely cooperation from the Client is essential for successful delivery. If the Client fails to provide required information, approvals, or feedback within reasonable timeframes, GreyOps reserves the right to adjust delivery timelines without penalty. Delays caused by the Client do not entitle the Client to refunds or credits.

9. Infrastructure & Third-Party Platforms

9.1 Infrastructure Ownership

Unless otherwise agreed in writing, all infrastructure deployed by GreyOps (including email domains, sending accounts, advertising accounts, and tracking systems) remains the property of GreyOps. The Client does not acquire any ownership or rights to the infrastructure upon termination.

9.2 Third-Party Platform Disclaimer

GreyOps relies on Third-Party Platforms (including Google, Meta, LinkedIn, and various email service providers) to deliver services. These platforms are governed by their own terms of service, policies, and algorithms, which may change without notice. GreyOps is not liable for:

• Account suspensions, bans, or restrictions imposed by Third-Party Platforms
• Changes to platform algorithms, policies, pricing, or features that affect campaign performance
• Deliverability fluctuations caused by email provider filtering, spam classification, or inbox placement changes
• Data loss or service interruptions caused by Third-Party Platform outages

GreyOps will make commercially reasonable efforts to mitigate the impact of such events and will communicate any material disruptions to the Client promptly.

9.3 Ad Spend

Where GreyOps manages paid advertising on behalf of the Client, ad spend is either included in the per-lead price (as specified in the SOW) or billed separately. GreyOps does not guarantee specific return on ad spend (ROAS) and is not liable for ad spend on campaigns that do not generate the expected volume of leads.

10. Compliance & Data Protection

10.1 Regulatory Compliance

GreyOps conducts all outreach in compliance with applicable regulations, including:

• TCPA (Telephone Consumer Protection Act, United States)
• CAN-SPAM Act (United States)
• CASL (Canada's Anti-Spam Legislation)
• GDPR (General Data Protection Regulation, European Union) -- where applicable to EU-based prospects
• New Zealand Privacy Act 2020
• Australian Privacy Act 1988 and Spam Act 2003 -- where applicable

We use TrustedForm and Jornaya for consent verification where applicable. All outreach is conducted through verified, compliant infrastructure with proper unsubscribe mechanisms, sender identification, and opt-out handling.

10.2 Data Processing

In performing services, GreyOps may process personal data on behalf of the Client. Both parties acknowledge their respective obligations under applicable data protection laws:

• GreyOps acts as a data processor when handling lead data on behalf of the Client
• The Client acts as the data controller once leads are delivered and is responsible for their own compliance with data protection laws when contacting and processing those leads
• GreyOps will not use Client lead data for any purpose other than fulfilling the services unless authorised in writing

10.3 Data Security

GreyOps implements commercially reasonable technical and organisational measures to protect data, including encrypted communications, access controls, secure storage, and regular security reviews. However, no system is completely secure, and GreyOps does not warrant that data transmissions will be entirely free from unauthorised access.

11. Intellectual Property

11.1 GreyOps IP

All systems, software, templates, email sequences, targeting methodologies, proprietary data sets, campaign strategies, processes, and know-how used by GreyOps remain the sole and exclusive intellectual property of GreyOps. No license, assignment, or transfer of intellectual property rights is granted to the Client except as expressly stated herein.

11.2 Client IP

Any brand assets, logos, marketing materials, or proprietary content provided by the Client remain the Client's intellectual property. The Client grants GreyOps a limited, non-exclusive license to use such materials solely for the purpose of delivering the agreed services.

11.3 Lead Data Ownership

Upon delivery and payment, the Client receives a non-exclusive, non-transferable license to use the delivered lead data for their own internal business purposes only. The Client may not resell, sublicense, or redistribute lead data. GreyOps retains the right to use anonymised, aggregated data derived from campaigns for internal benchmarking and service improvement.

12. Confidentiality

Both parties agree to keep confidential all proprietary and sensitive information disclosed during the engagement ("Confidential Information"), including but not limited to:

• Pricing, commercial terms, and fee structures
• Lead data, prospect lists, and contact information
• Campaign performance data, metrics, and analytics
• Business strategies, internal processes, and trade secrets
• Technology, systems, and infrastructure details

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or legal process.

This confidentiality obligation survives termination of the agreement for a period of 3 years.

13. Non-Exclusivity

Unless expressly agreed in a SOW, the relationship between GreyOps and the Client is non-exclusive. GreyOps reserves the right to provide services to other clients, including those in the same or similar industries as the Client. GreyOps will use reasonable efforts to avoid delivering duplicate leads across concurrent campaigns in overlapping markets, but does not guarantee exclusivity of leads or territories.

14. Non-Solicitation

During the term of any SOW and for 12 months following its termination, the Client agrees not to directly or indirectly solicit, recruit, or hire any employee, contractor, or agent of GreyOps who was involved in delivering services to the Client. Violation of this clause entitles GreyOps to liquidated damages equal to 6 months of the individual's compensation.

15. Representations & Warranties

15.1 GreyOps Represents That:

• It has the authority and capability to perform the services described in the SOW
• Services will be performed in a professional and workmanlike manner consistent with industry standards
• It will comply with applicable laws and regulations in conducting outreach activities

15.2 The Client Represents That:

• It has the authority to enter into the agreement and is not bound by any conflicting obligations
• All information provided to GreyOps is accurate, complete, and not misleading
• Its products, services, and business operations are lawful in all jurisdictions where leads will be targeted
• It will use leads delivered by GreyOps in compliance with all applicable laws

15.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, GREYOPS PROVIDES SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. GREYOPS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GREYOPS DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY SPECIFIC RESULTS WILL BE ACHIEVED.

16. Limitation of Liability

16.1 No Guarantee of Outcomes

GreyOps provides lead generation services on a best-efforts basis. We do not guarantee:

• Specific conversion rates, close rates, or win rates
• Revenue, profit, or ROI outcomes
• Specific lead volumes within specific timeframes (unless a minimum volume guarantee is explicitly stated in the SOW)
• That all leads will respond, attend meetings, or progress through the Client's sales process

16.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GREYOPS' TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO GREYOPS IN THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Exclusion of Consequential Damages

IN NO EVENT SHALL GREYOPS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, OR REPUTATIONAL DAMAGE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.4 Client Acknowledgement

The Client acknowledges that lead generation involves inherent uncertainties, including prospect responsiveness, market conditions, platform changes, and competitive dynamics. The Client accepts these risks and agrees that GreyOps' liability is limited as described above.

17. Indemnification

17.1 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless GreyOps, its directors, officers, employees, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• The Client's misuse of leads or lead data delivered by GreyOps
• The Client's breach of these Terms or any applicable SOW
• The Client's violation of any applicable law or regulation in their use of leads
• Any claim by a third party arising from the Client's products, services, or business practices
• The Client's unauthorised use of GreyOps' intellectual property
• Any claim that content, materials, or information provided by the Client infringes the rights of a third party

17.2 GreyOps Indemnification

GreyOps will indemnify the Client against claims arising directly from GreyOps' material breach of applicable data protection laws in conducting outreach, provided the Client notifies GreyOps promptly in writing and allows GreyOps to control the defence of such claim.

18. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to:

• Natural disasters, pandemics, epidemics, or public health emergencies
• War, terrorism, civil unrest, or government sanctions
• Internet or telecommunications failures
• Third-Party Platform outages, policy changes, account suspensions, or service terminations
• Email deliverability disruptions caused by ISP or provider policy changes
• Changes in law or regulation that materially affect the ability to provide services
• Power outages, server failures, or hosting provider disruptions

The affected party shall notify the other party as soon as practicable and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 30 days, either party may terminate the affected SOW without penalty.

19. Termination

19.1 Termination for Convenience

Either party may terminate a SOW with 14 days' written notice. Written notice includes email to the address on file.

19.2 Termination for Cause

Either party may terminate immediately upon written notice if:

• The other party materially breaches these Terms and fails to cure within 14 days of written notice
• The other party becomes insolvent, enters liquidation, or files for bankruptcy
• The other party engages in illegal activity related to the engagement

19.3 GreyOps Right to Terminate

GreyOps reserves the right to terminate immediately and without refund if the Client:

• Provides false or misleading information about their business
• Uses leads for unlawful purposes (spam, fraud, harassment)
• Damages or attempts to damage GreyOps' infrastructure, domains, or reputation
• Fails to pay invoices for more than 30 days
• Breaches confidentiality or intellectual property provisions

19.4 Effects of Termination

• Upon termination, GreyOps will deliver any leads already in the pipeline at the time of termination
• The Client must pay for all leads delivered up to and including the termination date
• All infrastructure deployed by GreyOps will be decommissioned within 30 days
• Confidentiality, indemnification, limitation of liability, and intellectual property provisions survive termination
• No refund is due for prepaid but undelivered leads, unless GreyOps agrees otherwise in writing

20. Dispute Resolution

20.1 Good Faith Negotiation

The parties agree to attempt to resolve any dispute arising under these Terms through good faith negotiation for a period of not less than 14 days before initiating formal proceedings.

20.2 Mediation

If negotiation fails, the parties agree to submit the dispute to mediation administered by the New Zealand Dispute Resolution Centre (or an equivalent body agreed by both parties) before commencing litigation. Each party shall bear its own mediation costs, with shared costs split equally.

20.3 Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of New Zealand. Subject to the mediation requirement above, the courts of Auckland, New Zealand shall have exclusive jurisdiction over any dispute arising under these Terms.

21. General Provisions

21.1 Entire Agreement

These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior negotiations, representations, warranties, commitments, and agreements (whether written or oral) relating to the subject matter.

21.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect.

21.3 Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later date. A waiver of any breach shall not constitute a waiver of any subsequent breach.

21.4 Assignment

The Client may not assign, transfer, or subcontract any of its rights or obligations under these Terms without GreyOps' prior written consent. GreyOps may assign its rights and obligations to a successor entity in the event of a merger, acquisition, or sale of substantially all of its assets, provided the successor agrees to be bound by these Terms.

21.5 Independent Contractors

The relationship between GreyOps and the Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

21.6 Notices

All notices under these Terms shall be in writing and sent to the email address on file for each party. Notices are deemed received on the date of delivery (for email) or 5 business days after posting (for physical mail). Either party may update its notice details by written notice to the other party.

21.7 Survival

The following provisions survive termination or expiry of these Terms: Confidentiality (Section 12), Non-Solicitation (Section 14), Intellectual Property (Section 11), Limitation of Liability (Section 16), Indemnification (Section 17), and Dispute Resolution (Section 20).

21.8 Amendments

GreyOps may update these Terms at any time by publishing the revised version on its website. Material changes will be communicated to active Clients via email at least 14 days before taking effect. Continued use of services after the effective date of changes constitutes acceptance of the updated Terms. If the Client does not agree to the changes, the Client may terminate any active SOW in accordance with Section 19.

22. Contact Information

For questions, concerns, or notices regarding these Terms:

GreyOps Limited
12 Madden Street, Auckland CBD, Auckland 1010
GridAKL, New Zealand
NZBN: 9429053142856
Email: info@greyops.io
Web: greyops.io