Purpose
These Terms govern the business-to-business supply of SIGNALS by Prime Signal Group Limited, trading as Prime Signal (“Prime Signal”), to the client identified in the applicable Order Form (“Client”). They are intended to work with the Order Form and the Client-approved campaign framework without repeating Prime Signal’s product, methodology or sourcing documents.
1. Agreement and Order Form
1.1 The agreement for each SIGNALS order consists of: (a) the signed or otherwise accepted Order Form; (b) any later written variation agreed by both parties; (c) these Terms; and (d) the Client-approved campaign framework created under the Order Form.
1.2 If there is a conflict, the Order Form or a later written variation takes priority over these Terms. These Terms take priority over general website descriptions, marketing material or methodology documents to the extent of any inconsistency.
1.3 The person accepting an Order Form on behalf of the Client confirms that they have authority to bind the Client. Order Forms may be signed electronically or accepted by another agreed written electronic method that clearly shows an intention to be bound.
1.4 The version of these Terms supplied or linked when the Order Form is accepted applies to that Order Form. Later updates do not retrospectively change an existing order unless agreed in writing.
2. The SIGNALS service
2.1 SIGNALS is Prime Signal’s B2B Opportunity Intelligence service. The Client purchases the quantity of QA-passed opportunities stated in the Order Form. Prime Signal may research more candidate companies than are ultimately delivered; rejected or held candidates do not count towards the contracted quantity.
2.2 A QA-passed opportunity must meet the agreed targeting criteria and be sufficiently supported by the information reasonably available at the time of research. Where relevant to the opportunity, Prime Signal will assess the underlying change or condition, its commercial relevance to the Client, the relevant stakeholder responsibility, timing, supporting evidence and any material contradiction identified during review.
2.3 A signal or data point creates a reason to investigate; it does not by itself constitute a valid opportunity. Public and licensed research cannot establish every element of a live buying process, so matters such as budget, authority, procurement process, incumbent position or internal influence may remain for the Client to validate directly.
2.4 Prime Signal will perform the service with reasonable care and skill, applying the agreed brief and its SIGNALS research and QA standard. Prime Signal may use public and appropriately licensed sources, research platforms, AI-assisted tools, contractors and other systems to support delivery, with human review before release.
2.5 Any pilot objective or success criteria stated in the Order Form are evaluation benchmarks for the pilot. They do not create a separate performance guarantee, acceptance condition, minimum future purchase commitment or refund entitlement unless the Order Form expressly states otherwise.
3. Client brief and signal calibration
3.1 The Order Form and discovery process establish the Client’s commercial requirement, which may include geography, sector or market, company size, technology or environment, target stakeholders, exclusions or suppressions, the Client’s proposition and the Client’s own opportunity signals.
3.2 The Client is responsible for providing accurate targeting information and for identifying known customers, active opportunities or other accounts that should be excluded. Prime Signal is not responsible for an account later identified as excluded where the relevant exclusion was not supplied before the affected research or delivery. Once notified, Prime Signal will apply the exclusion prospectively where reasonably possible.
3.3 After Order Form acceptance and payment, Prime Signal may investigate additional relevant signals or refinements. Proposed additions are presented to the Client for approval, amendment or exclusion. The Client’s original signals and any approved additions together form the approved campaign framework.
3.4 Approved calibration within the agreed commercial scope does not require a replacement Order Form. A material change to quantity, price, targeting, mandatory requirements or delivery must be agreed in writing and may affect price or timing.
4. Delivery
4.1 The Order Form governs quantity, delivery rate, delivery window and the SIGNALS delivery date. Delivery may be progressive. An opportunity is treated as delivered when the agreed brief or deliverable is sent to the Client or made available through the agreed delivery channel.
4.2 Delivery dates assume timely payment, Client approvals and access to any required Client information. A Client-caused delay, overdue payment or agreed scope change may result in a corresponding change to delivery timing.
4.3 Prime Signal does not assume an ongoing monitoring obligation unless separately agreed in writing.
4.4 If, after reasonable research, Prime Signal concludes that the agreed criteria are unlikely to support the contracted number of QA-passed opportunities within the agreed timetable, Prime Signal will notify the Client and propose a reasonable calibration, extension or scope adjustment. If no workable adjustment can be agreed, Prime Signal may terminate the undelivered part of the order and refund any prepaid amount attributable to undelivered opportunities, using the agreed unit price where stated or otherwise a reasonable pro-rata calculation.
5. Fees, invoicing and payment
5.1 The price, currency and agreed payment timing are stated in the Order Form and invoice. VAT or other applicable taxes will be added where legally required.
5.2 The Client must pay undisputed invoices by the due date. Prime Signal may suspend research, delivery or launch where an undisputed invoice is overdue, and any delivery date may be adjusted to reflect the delay and necessary rescheduling.
5.3 If the Client disputes an invoice in good faith, it must notify Prime Signal promptly, identify the disputed amount and explain the basis of the dispute. Any undisputed amount remains payable by the due date.
5.4 The Client may not withhold or set off undisputed sums except where required by law or agreed in writing. Prime Signal may exercise any statutory right to late-payment interest, compensation and reasonable recovery costs that applies to a qualifying business debt.
6. Prime 30-Day Replacement Guarantee
6.1 Each delivered SIGNALS opportunity is protected for 30 calendar days from its individual delivery date. The guarantee protects the quality of the research product as delivered; it does not guarantee a reply, engagement, confirmed budget, procurement action, proposal, sale, contract or revenue outcome.
6.2 A qualifying issue may include: the company not meeting the agreed targeting criteria at delivery; a materially wrong, unsupported or misinterpreted core signal; a material contradiction that should reasonably have been identified; an agreed mandatory field being missing; a named stakeholder having already left or being materially misidentified at delivery; materially incorrect supplied contact information; or an unintended duplicate opportunity delivered under the same Order Form.
6.3 If a named contact leaves during the 30-day period, Prime Signal will seek to provide a suitable replacement contact where reasonably possible. If no suitable replacement can reasonably be identified and the opportunity can no longer be practically actioned, Prime Signal will replace the opportunity.
6.4 To make a claim, the Client must notify Prime Signal within the relevant 30-day period, identify the affected opportunity or contact, explain the alleged defect and provide supporting evidence where reasonably available. Prime Signal aims to provide an initial decision within five Working Days after receiving enough information to assess the claim.
6.5 The remedy sequence is correction, rework, then replacement. Prime Signal may first correct information or rework the opportunity where that reasonably resolves the issue. If a material defect cannot reasonably be cured, Prime Signal will replace the opportunity. A replacement opportunity receives a fresh 30-day guarantee from its replacement delivery date.
6.6 The guarantee does not provide a cash refund. It also does not apply merely because a prospect does not answer, reply, engage, have confirmed budget, progress an opportunity or convert, or because accurate information later changes, except for the contact-leaver protection in clause 6.3. Nothing in the guarantee excludes a right or remedy that cannot lawfully be excluded.
7. Client responsibilities
7.1 The Client must provide accurate commercial and targeting information, relevant exclusions and suppression information, and reasonably prompt approvals or feedback required for delivery.
7.2 The Client is responsible for its own outreach, sales conduct, buyer discovery, decision-making and subsequent use of the intelligence, including compliance with applicable marketing, privacy and data-protection law.
7.3 The Client must keep delivered information reasonably secure and must not use it for unlawful purposes.
8. Cancellation, suspension and termination
8.1 Before Prime Signal has begun campaign preparation or research, the Client may cancel the Order Form in writing and any sums paid for the cancelled work will be refunded in full.
8.2 Once campaign preparation or research has started, the Client may still cancel in writing, but Prime Signal may retain or charge a reasonable amount for completed deliverables, work materially commenced and reasonable non-recoverable third-party costs committed specifically for the order. Any genuinely unearned prepaid balance will be returned. The amount retained or charged will not exceed the total Order Form value.
8.3 Delivered opportunities remain chargeable and any quality issue is dealt with through the 30-day guarantee where applicable.
8.4 Prime Signal may suspend work on written notice where the Client fails to pay an undisputed amount when due, fails to provide a material dependency required for delivery, or commits a material breach that prevents reasonable continuation.
8.5 Either party may terminate an Order Form for material breach if the breach is capable of remedy and is not remedied within 10 Working Days after written notice. Either party may terminate immediately if the other enters liquidation, administration or an equivalent insolvency process other than for a solvent restructuring, or ceases carrying on business.
8.6 If Prime Signal terminates without Client breach or cannot continue for reasons within Prime Signal’s reasonable control, any prepaid amount relating to work not performed will be refunded. Termination does not affect accrued payment obligations, confidentiality, intellectual-property rights, the guarantee for already delivered opportunities or provisions intended to survive termination.
9. Intellectual property, confidentiality and data protection
9.1 Prime Signal retains all rights in its methodology, research processes, templates, systems, analysis methods, scoring, weighting and other underlying intellectual property. Subject to payment, the Client receives a non-exclusive, non-transferable, perpetual licence to use delivered SIGNALS intelligence for its own legitimate internal business-development, sales and account-research activity.
9.2 Unless agreed in writing, the Client may not resell, redistribute, publish or commercially reproduce SIGNALS deliverables as a standalone product or disclose Prime Signal’s proprietary methodology to third parties. This does not prevent the Client from using facts or public information it independently obtains from public sources.
9.3 Each party must keep the other party’s confidential information confidential and use it only for the engagement, except where disclosure is required by law or made to professional advisers, contractors or service providers bound by suitable confidentiality obligations. These obligations do not apply to information that is public other than through breach, was already lawfully known, was independently developed, or was lawfully received from a third party without a duty of confidence.
9.4 Confidentiality obligations continue for three years after the relevant Order Form ends; obligations relating to trade secrets continue for as long as the information remains a trade secret.
9.5 Each party must comply with applicable data-protection law for personal data it processes. Unless otherwise expressly agreed, each party acts as an independent controller for data for which it determines the purposes and means of processing. If either party is required to process personal data solely on behalf of the other, the parties will put in place any legally required data-processing terms before that processing begins.
10. Liability and service limitations
10.1 SIGNALS provides researched opportunity intelligence, supporting evidence and commercial context. Prime Signal does not guarantee replies, engagement, procurement activity, confirmed budgets, proposals, conversions, contract awards, sales or revenue. Business circumstances and third-party information may also change after research or delivery.
10.2 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
10.3 Subject to clause 10.2, Prime Signal’s total aggregate liability arising out of or in connection with an Order Form, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, will not exceed 100% of the fees paid or payable by the Client under that Order Form.
10.4 Subject to clause 10.2, Prime Signal will not be liable for indirect or consequential loss or for loss of profit, revenue, anticipated savings, business, contracts, commercial opportunity, goodwill or reputation arising out of or in connection with the service.
11. General terms
11.1 Entire agreement. The documents identified in clause 1 constitute the entire agreement for the relevant order and replace prior discussions or representations relating to that order, except in the case of fraud or fraudulent misrepresentation.
11.2 Variations. A variation is effective only where agreed in writing by authorised representatives of both parties. Operational signal-calibration approvals under clause 3 may be agreed by email without a formally re-signed Order Form.
11.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. The affected party must take reasonable steps to minimise the effect. If substantial performance is prevented for more than 30 consecutive days, either party may terminate the undelivered affected part of the order by written notice and any prepaid amount attributable to work not performed will be refunded.
11.4 Assignment. Neither party may assign the Order Form without the other party’s prior written consent, not to be unreasonably withheld, except that Prime Signal may assign it as part of a genuine corporate reorganisation or transfer of its business.
11.5 Third-party rights. A person who is not a party to the Order Form has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
11.6 Notices. Contractual notices must be sent by email to the Client primary contact email address stated in the Order Form or another address notified in writing. A notice sent before 17:00 on a Working Day is treated as received that day; otherwise it is treated as received on the next Working Day, provided no delivery-failure notice is received.
11.7 Relationship. The parties are independent contractors. Nothing in the engagement creates a partnership, joint venture, fiduciary relationship, employment relationship or authority for one party to bind the other except as expressly agreed.
11.8 Waiver and severability. A delay in exercising a right does not waive it. If a provision is held invalid or unenforceable, the remaining provisions continue in effect and the affected provision will be modified only to the minimum extent necessary where permitted by law.
11.9 Definitions. “Working Day” means a day other than Saturday, Sunday or a public holiday in England. References to “writing” or “written” include email and other agreed written electronic communications.
11.10 Governing law. These Terms, each Order Form and any non-contractual obligations arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes arising out of or in connection with the engagement, subject to any mandatory legal rights that apply.