Terms and Conditions

1. Our Services

GoodYarn provides business-to-business lead generation, prospect research, outreach and appointment-setting services.

Depending on the agreed service, we may:

• identify businesses or individuals that fit your target market;
• research and enrich business contact information;
• prepare or personalise outreach;
• conduct outbound outreach campaigns;
• manage follow-up communications;
• qualify interested prospects;
• arrange meetings between you and prospective customers;
• use automation and artificial intelligence to assist with these activities.

The exact service, pricing and campaign parameters may be agreed separately through a proposal, order form, email, online application or other written agreement.

If there is any inconsistency between these Terms and a specific written proposal accepted by both parties, the specific proposal will apply to the extent of the inconsistency.

2. No Guarantee of Sales

GoodYarn provides prospecting and appointment-setting services.

Unless we expressly agree otherwise in writing, we do not guarantee:

• any particular number of sales;
• that a prospect will purchase from you;
• a particular conversion rate;
• revenue, profit or return on investment;
• that a prospect will be suitable after further sales discussions;
• that a scheduled prospect will proceed with a transaction.

Your sales performance may depend on matters outside our control, including your offer, pricing, sales process, reputation, availability, follow-up and ability to close prospects.

3. Qualified Meetings

Where pricing is based on meetings, the applicable definition of a billable or qualified meeting will be specified in your proposal or service agreement.

Unless otherwise agreed in writing, a meeting will generally be considered a Held Meeting where:

• the prospect matches the agreed targeting criteria in all material respects;
• the prospect has indicated genuine interest in discussing the Client’s relevant product or service;
• the prospect attends the scheduled call or meeting; and
• the meeting was generated through GoodYarn’s campaign.

A meeting does not necessarily need to result in a sale to qualify as a Held Meeting.

A prospect changing their mind during or after a meeting does not, by itself, make the meeting non-billable.

4. No-Shows and Cancellations

Unless otherwise specified in writing:

• a prospect who does not attend a scheduled meeting will not be treated as a Held Meeting;
• where reasonably possible, GoodYarn may attempt to reschedule a prospect who cancels or fails to attend;
• a successfully rescheduled meeting becomes billable once the meeting is actually held.

If a meeting cannot proceed because the Client fails to attend, fails to provide availability, or cancels without reasonable notice, GoodYarn may treat that meeting as billable where the prospect was ready and willing to attend.

5. Pricing and Payment

Pricing will be specified in your proposal, application, invoice or other written agreement.

GoodYarn may offer pricing models including:

• payment per Held Meeting;
• pilot pricing;
• fixed campaign fees;
• performance-based fees;
• commission or success-based arrangements;
• other agreed commercial arrangements.

All prices are in Australian dollars unless otherwise stated.

Where GST applies, it will be added to the stated price unless the price is expressly stated to include GST.

Invoices must be paid within the payment period specified on the invoice or agreed with you.

6. Performance-Based Arrangements

Where the parties agree that payment becomes due following a sale, conversion or other outcome, the applicable definition and fee will be agreed in writing.

The Client must provide accurate information reasonably required to determine whether a prospect introduced by GoodYarn has converted.

You must not intentionally conceal, divert or misrepresent a transaction for the purpose of avoiding a fee properly payable to GoodYarn.

Where attribution is disputed, both parties agree to act reasonably and review available evidence, such as CRM records, written communications, meeting records and transaction dates.

7. Payment Method

GoodYarn may require a valid payment method to be provided before commencing or continuing services.

If you authorise recurring or automatic billing, you authorise GoodYarn or its payment provider to charge amounts that become due under your agreed pricing arrangement.

GoodYarn does not generally store complete card details. Payment information may be processed by a third-party payment provider.

8. Payment Disputes

If you believe an invoice or meeting has been incorrectly charged, you should contact us as soon as reasonably possible with details of the dispute.

Both parties agree to attempt to resolve genuine billing disputes in good faith.

An undisputed portion of an invoice remains payable even where another portion is disputed.

9. Client Responsibilities

You are responsible for:

• providing accurate information about your business;
• accurately describing your products and services;
• providing clear targeting criteria;
• informing us of any industries, businesses or people that must not be contacted;
• providing reasonable availability for prospect meetings;
• attending scheduled meetings;
• responding to prospects within a commercially reasonable timeframe;
• ensuring your products, services and representations comply with applicable laws;
• informing us promptly if your offer, pricing, availability or targeting changes.

You must not ask GoodYarn to make false, misleading, deceptive or unlawful statements on your behalf.

10. Outreach Compliance

GoodYarn will take reasonable steps to conduct outreach in accordance with applicable laws and campaign requirements.

The Client acknowledges that outbound marketing and prospecting may be subject to laws including the Spam Act 2003 (Cth), privacy requirements and other marketing or communications laws.

Where the Client supplies contact lists, data, messaging or instructions, the Client warrants that it has the right to provide and use that material for the relevant purpose.

GoodYarn may refuse to send a message, contact a prospect, use supplied data or conduct a campaign where we reasonably believe doing so may breach applicable law, platform rules, third-party rights or these Terms.

11. Unsubscribe and Opt-Out Requests

GoodYarn may maintain suppression or opt-out records to prevent further outreach to recipients who have requested not to be contacted.

The Client must not instruct GoodYarn to knowingly re-contact an opted-out recipient contrary to applicable law.

Where relevant, unsubscribe requests may be shared between GoodYarn and the Client for the purpose of ensuring future communications respect that request.

12. Prospect Data

GoodYarn may use business and professional information obtained from:

• publicly available websites;
• company websites;
• business directories;
• professional profiles;
• public databases;
• third-party data providers;
• information supplied by the Client.

Data quality cannot be guaranteed.

Business details may become inaccurate, outdated or incomplete over time, and GoodYarn is not responsible for inaccuracies outside our reasonable control.

13. Artificial Intelligence and Automation

GoodYarn may use artificial intelligence, software and automated systems to assist with:

• prospect research;
• data enrichment;
• company analysis;
• message drafting;
• personalisation;
• lead qualification;
• workflow automation;
• campaign administration.

GoodYarn does not guarantee that automated outputs will always be complete or error-free.

We may review, modify or reject automated outputs where appropriate.

14. Campaign Approval

GoodYarn may provide targeting, messaging or campaign materials to the Client for approval before launch.

Where the Client approves a campaign, the Client confirms that it is satisfied with the agreed target market, offer and material campaign messaging.

Reasonable adjustments may be made during a campaign to improve performance, deliverability, accuracy or compliance, provided they do not materially alter the agreed offer without the Client’s approval.

15. Intellectual Property

GoodYarn retains ownership of its:

• internal systems;
• processes;
• automation workflows;
• methodologies;
• software configurations;
• templates;
• campaign infrastructure;
• proprietary tools and know-how.

The Client retains ownership of its existing trademarks, branding, content and other intellectual property.

Unless otherwise agreed, campaign-specific copy or material produced specifically for the Client may be used by the Client for its own business purposes after all related amounts have been paid.

16. Confidentiality

Each party must take reasonable steps to keep confidential information received from the other party confidential.

Confidential information may include:

• pricing;
• prospect lists;
• customer information;
• business strategies;
• campaign performance;
• internal processes;
• commercially sensitive information.

This obligation does not apply to information that:

• is already publicly available;
• was lawfully known before disclosure;
• is received lawfully from another source;
• must be disclosed by law.

17. Third-Party Services

GoodYarn may use third-party tools and services to provide its services, including messaging infrastructure, CRM systems, scheduling software, payment platforms, data providers, hosting services and artificial intelligence platforms.

We are not responsible for temporary outages, restrictions or changes caused by third-party providers outside our reasonable control.

Where a third-party platform suspends or restricts an account, campaign or service, we may adjust the campaign or delivery method where reasonably practical.

18. Outreach and Domain Infrastructure

Where GoodYarn assists with outbound outreach infrastructure, campaign performance may be affected by matters including:

• domain reputation;
• sending history;
• messaging provider policies;
• message filtering;
• DNS configuration;
• message deliverability;
• third-party platform restrictions.

GoodYarn does not guarantee message delivery or placement.

The parties will cooperate reasonably where technical changes are required to maintain campaign operations.

19. Suspension of Services

GoodYarn may suspend services where reasonably necessary if:

• invoices remain overdue;
• the Client materially breaches these Terms;
• continued performance may breach applicable law;
• the Client requests misleading, deceptive, harmful or unlawful conduct;
• a technical or security issue creates a material risk;
• a third-party platform prevents continued delivery.

Where reasonably practicable, we will notify you and provide an opportunity to address the issue.

20. Ending the Service

Unless a separate minimum term has been expressly agreed, either party may stop future campaign activity by providing reasonable written notice.

Stopping a campaign does not remove the obligation to pay for:

• services already provided;
• Held Meetings already delivered;
• approved costs already incurred;
• amounts otherwise properly due before termination.

Where a proposal specifies a notice period, minimum campaign term or pilot period, that agreement will apply.

21. Refunds

Fees for services already performed or Held Meetings already delivered are generally non-refundable, except where required by law or where the parties agree that a charge was made in error.

Nothing in these Terms excludes any rights or remedies that cannot legally be excluded.

22. Limitation of Liability

To the maximum extent permitted by law, GoodYarn is not liable for indirect, incidental or consequential loss arising from the services, including loss of anticipated revenue, profit, opportunity or business.

GoodYarn is not responsible for losses caused by matters outside our reasonable control, including:

• a prospect’s decision not to purchase;
• the Client’s sales performance;
• inaccurate information supplied by the Client;
• third-party platform failures;
• changes to prospect businesses or contact details;
• actions taken by recipients of outreach.

Where liability cannot legally be excluded, our liability will be limited only to the extent permitted by applicable law.

Nothing in these Terms excludes, restricts or modifies rights or guarantees that cannot legally be excluded under the Australian Consumer Law or other applicable legislation.

23. Indemnity

To the extent permitted by law, you are responsible for loss or claims arising from:

• materially false information supplied by you;
• unlawful products, services or offers supplied by you;
• content or instructions supplied by you that infringe third-party rights;
• your misuse of prospect information;
• your material breach of these Terms.

This clause does not apply to the extent that the relevant loss was caused by GoodYarn’s own unlawful conduct, negligence or breach of these Terms.

24. Privacy

Personal information is handled in accordance with our Privacy Policy.

By using our services, you acknowledge that information may be processed by GoodYarn and its service providers as reasonably necessary to provide the services.

25. Publicity and Results

GoodYarn will not publish the Client’s confidential campaign information without permission.

Where you provide consent, we may identify you as a client or use campaign results, testimonials or case-study information for marketing purposes.

Any public case study containing confidential commercial information will require Client approval.

26. Changes to These Terms

We may update these Terms from time to time.

Changes will apply to future services from the effective date of the updated Terms.

For an existing ongoing engagement, we will provide reasonable notice of any material change that affects the agreed service or pricing.

27. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply to the extent permitted by law.

28. No Waiver

If either party does not immediately enforce a right under these Terms, that does not mean that party has waived the right.

29. Entire Agreement

These Terms, together with any accepted proposal, order form, campaign agreement or other expressly incorporated document, form the agreement between GoodYarn and the Client in relation to the services.

30. Governing Law

These Terms are governed by the laws of New South Wales, Australia.

The parties submit to the jurisdiction of the courts of New South Wales and applicable Commonwealth courts.

31. Contact

For questions about these Terms, contact: