Terms & Conditions
Last Updated: May 19, 2025
Welcome to Xynario! These Terms and Conditions (“Terms”) govern your access to and use of Xynario’s website located at [Your Website URL, e.g., www.xynario.com] (the “Website”) and all services provided by Xynario (“Services”). By accessing or using our Website and engaging with our Services, you (the “Client” or “You”) agree to be bound by these Terms and all policies referenced herein. If you do not agree to these Terms, you may not use our Services or Website. These Terms constitute a legally binding agreement between you and Xynario (“Agency,” “we,” “us,” or “our”).
2. Definitions
- Agency/Xynario: Refers to [Insert Full Legal Name of Your Company Here, e.g., Xynario LLC], a B2B Lead Generation and Go-To-Market (GTM) agency with its principal place of business in [Your City, Country].
- Client/You: Refers to any individual, company, or entity engaging Xynario’s services.
- Services: Refers to the lead generation, GTM strategy, CRM automation, sales staffing, consulting, and other related services provided by Xynario as outlined in a specific Service Agreement, Statement of Work (SOW), or other mutually agreed-upon proposal.
- Website: Refers to , www.xynario.com].
- Agreement: Refers collectively to these Terms and Conditions, any executed Service Agreement/SOW, and any other documents explicitly incorporated by reference.
- Campaign: Refers to any specific marketing, sales, or operational initiative undertaken by Xynario on behalf of the Client.
- Confidential Information: Non-public information, data, and materials obtained from the other party in connection with this Agreement.
3. Scope of Services
Xynario offers a comprehensive range of B2B services, including but not limited to: Inbound Lead Generation, Outbound Lead Generation, Paid Advertising Lead Generation, Account-Based Lead Generation (ABM), Email Marketing, CRM Implementation & Automation, AI-Powered Lead Scoring, and Sales Staffing solutions. The specific scope, duration, deliverables, and fees for Services will be detailed in a separate Service Agreement or Statement of Work (SOW) executed between Xynario and the Client.
4. Client Obligations and Responsibilities
The Client agrees to:
- Provide timely, accurate, and complete information, data, content, access credentials, and feedback as reasonably required by Xynario to perform the Services.
- Appoint a dedicated point of contact to facilitate efficient communication and decision-making throughout the engagement.
- Ensure all necessary access to relevant accounts, platforms (e.g., CRM systems, advertising accounts, social media profiles), and systems is granted to Xynario as needed for service delivery.
- Adhere to all applicable local, national, and international laws, regulations, and industry standards in their business operations and regarding any content, data, or materials provided to Xynario.
- Promptly review and provide feedback on, or approval for, deliverables, reports, and campaign elements within agreed-upon timelines. Delays in feedback may impact project timelines and outcomes.
5. Payment Terms
- Fees: Fees for Services will be explicitly outlined in the respective Service Agreement or SOW. Unless otherwise specified, all fees are quoted in United States Dollars (USD).
- Invoicing: Invoices will be issued [e.g., monthly in advance, upon project milestones, or as per the SOW] and are payable within [e.g., 7, 15, 30] calendar days of the invoice date.
- Late Payments: Xynario reserves the right to charge interest on any overdue amounts at a rate of [e.g., 1.5]% per month or the maximum permissible by law, whichever is lower, calculated from the invoice due date until paid in full. Services may be suspended or terminated for persistent non-payment or overdue invoices without prior notice.
- Expenses: Any pre-approved out-of-pocket expenses incurred by Xynario on behalf of the Client (e.g., software subscriptions, ad spend, third-party tools) will be invoiced separately or included in the service fees as per the SOW.
6. Refund Policy & Performance Expectations
6.1. No Refund Policy After Campaign Approval Once a marketing campaign, project, or service scope has been mutually approved by the Client, and work has commenced (including but not limited to strategy development, setup, content creation, or platform integration), all payments made to Xynario are non-refundable. This policy reflects the commitment of dedicated resources, strategic planning, and operational efforts initiated immediately upon your explicit approval.
6.2. Performance Expectations for Cold Outreach & Advertising Campaigns Xynario is committed to implementing strategic, long-term growth solutions designed for sustainable success. It is crucial for the Client to understand and acknowledge the inherent nature of cold outreach and paid advertising campaigns:
- Stabilization Period: Please be advised that the effective stabilization and optimal performance of cold outreach and paid advertising initiatives typically require a minimum period of six (6) months. This duration is essential for comprehensive data collection, iterative testing, strategic optimization, and adapting to market dynamics. Outcomes observed during this period may fluctuate.
- Dependence on Business Nature & Market Factors: The timeline for achieving consistent, predictable outcomes is significantly influenced by various factors, including the Client’s specific industry, target market behavior, competitive landscape, product/service complexity, pricing, sales readiness, and existing brand reputation. While Xynario provides continuous insights and adjustments, external business and market factors play a critical role in stabilization timelines.
- No Instant Results Guaranteed: Xynario does not guarantee instant results, immediate lead generation volumes, or specific conversion rates. Our methodology is rooted in building sustainable, high-quality pipelines and optimizing Go-To-Market strategies for long-term growth and measurable ROI, rather than quick schemes or short-term fixes. Our goal is to cultivate a sustained partnership focused on maximizing your enduring success.
6.3. Client Responsibilities for Software & Stack Solutions For the successful implementation and seamless integration of software and high-tech solutions (e.g., HubSpot, Zoho CRM, marketing automation platforms, advertising platforms, etc.), the Client bears the following responsibility:
- Prior Subscription Requirement: The Client must ensure that their account is already subscribed, active, and appropriately provisioned for any necessary software, platforms, or technological stacks relevant to the approved services before Xynario commences work on their integration, automation, or utilization within a Campaign. Any delays, service interruptions, or additional costs incurred by Xynario or the Client due to the Client’s lack of a necessary subscription or adequate provisioning will be solely borne by the Client.
7. Intellectual Property (IP) Rights
- Client IP: The Client retains all intellectual property rights to any materials, data, trademarks, logos, or content provided to Xynario for use in the Services. The Client grants Xynario a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display such Client IP solely for the purpose of providing the Services. The Client represents and warrants that they own or have the necessary rights to use all Client IP provided to Xynario.
- Agency IP: Xynario retains all intellectual property rights to its proprietary methodologies, tools, software, templates, strategies, and any proprietary materials developed or used prior to or independently of this Agreement.
- Work Product: Unless otherwise specified in an SOW, any custom content (e.g., ad copy, email sequences, landing page designs) specifically created by Xynario for the Client under a paid Service Agreement shall become the property of the Client upon full and final payment for such Services.
8. Confidentiality
Both parties agree to treat as confidential all non-public information, data, trade secrets, business plans, financial information, client lists, methodologies, and materials obtained from the other party in connection with this Agreement (“Confidential Information”). Neither party shall disclose Confidential Information to any third party or use it for any purpose other than fulfilling the obligations under this Agreement, except as required by law or with the express written consent of the disclosing party. This obligation shall survive the termination of this Agreement for a period of [e.g., two (2) years].
9. Limitation of Liability
To the maximum extent permitted by applicable law, Xynario shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the Services; (b) any conduct or content of any third party on the Services; (c) any content obtained from the Services; and (d) unauthorized access, use, or alteration of your transmissions or content. In no event shall Xynario’s aggregate liability for all claims relating to the Services exceed the total amount paid by the Client to Xynario for the specific Services giving rise to the claim during the six (6) months immediately preceding the date the claim arose.
10. Indemnification
The Client agrees to indemnify, defend, and hold harmless Xynario, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with (a) your access to or use of the Services in violation of these Terms; (b) your breach of any term of these Terms or the SOW; or (c) your violation of any third-party right, including without limitation any intellectual property right, privacy right, or applicable law.
11. Termination
- By Client: The Client may terminate Services as outlined in their specific Service Agreement or SOW. Early termination may result in forfeiture of payments made or require payment of a termination fee as specified in the SOW.
- By Agency: Xynario may suspend or terminate Services immediately if the Client breaches any material term of this Agreement (e.g., persistent non-payment, lack of cooperation impacting service delivery, violation of applicable laws), subject to reasonable written notice where practicable.
- Effect of Termination: Upon termination for any reason, all outstanding fees for Services rendered up to the termination date become immediately due and payable. Any licenses granted hereunder will cease. Sections intended to survive termination (e.g., Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law) shall remain in full force and effect.
12. Warranties and Disclaimers
Xynario will perform the Services with reasonable care, skill, and professionalism consistent with industry standards. However, the Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Xynario does not warrant that the Services will be uninterrupted, error-free, completely secure, or that all defects will be corrected.
13. Data Protection and Privacy
Xynario is committed to protecting your privacy and handling personal data in compliance with applicable data protection laws. Our data handling practices, including collection, use, storage, and protection of data, are detailed in our Privacy Policy, available at [Link to Your Privacy Policy Page]. By using our Services, you consent to the collection and use of information as set forth in the Privacy Policy.
14. Third-Party Services
Xynario may utilize or recommend third-party services, software, or platforms (e.g., CRM systems, advertising platforms, email tools, analytics tools) to deliver the Services. The Client acknowledges that Xynario is not responsible for the performance, availability, terms of service, or privacy policies of such third parties. The Client is responsible for adhering to the terms and conditions of any third-party services they are subscribed to or use.
15. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be resolved through [e.g., binding arbitration administered by the American Arbitration Association in Santa Clara County, California, USA, or exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, USA].
16. Changes to Terms
Xynario reserves the right to modify or replace these Terms at any time. We will provide notice of any material changes by posting the updated Terms on our Website or through other reasonable means. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.