The terms we work by.

These Terms of Service ("Terms") govern your access to and use of the services provided by Empra Labs Ltd ("Empra Labs", "we", "our", "us"), a company registered in England and Wales. By accessing or using our services, you agree to be bound by these Terms.

1. Agreement to terms

By accessing our website, engaging our services, or entering into a service agreement with Empra Labs, you confirm that:

• You have read, understood, and agree to be bound by these Terms;
• You are at least 18 years of age;
• You have the legal authority to enter into binding agreements on behalf of yourself or the organisation you represent;
• Your use of our services complies with all applicable laws and regulations.

If you do not agree to these Terms, you must not access or use our services.

2. Description of services

Empra Labs rebuilds the work behind growth for B2B teams, including but not limited to:

Services

• Data, research and prospect list building with enrichment;
• Outbound and sales development across email, LinkedIn and phone;
• Paid media planning and execution;
• CRM, conversion, lead qualification and meeting booking;
• AI roles, systems and team training.

The specific scope, deliverables, and timelines for any engagement will be detailed in a separate Statement of Work ("SOW") or service agreement.

3. Account and access

When accessing our services or client portals, you agree to:

• Provide accurate and complete information during registration or onboarding;
• Maintain the confidentiality of any login credentials or access tokens provided;
• Notify us immediately of any unauthorised access or security breach;
• Use the services only for their intended business purposes;
• Not share access credentials with unauthorised third parties.

You are responsible for all activities that occur under your account or through your access credentials.

4. Service delivery and engagement

Onboarding process

Upon engagement, we will conduct an onboarding process that may include:

• Discovery calls and requirements gathering;
• Access provisioning to relevant systems and tools;
• Strategy development and approval;
• Campaign setup and testing.

Client obligations

To enable successful service delivery, you agree to:

• Provide timely access to necessary systems, data, and personnel;
• Respond to queries and approve materials within agreed timeframes;
• Ensure that any data provided complies with applicable data protection laws;
• Communicate any changes to your business requirements promptly.

Communication

We will communicate with you through the channels agreed during onboarding (typically email). You agree to monitor these channels and respond to reasonable requests in a timely manner.

5. Fees and payment

Pricing

Service fees will be set out in your SOW or service agreement. Unless otherwise stated, all fees are quoted in GBP and are exclusive of VAT or other applicable taxes.

Invoicing and payment terms

• Invoices are issued monthly in advance or as specified in your agreement;
• Payment is due within 14 days of invoice date unless otherwise agreed;
• We accept payment by bank transfer or card;
• All fees are non-refundable unless expressly stated otherwise.

Late payment

If payment is not received by the due date, we reserve the right to: (a) charge interest at 4% above the Bank of England base rate; (b) suspend services until payment is received; (c) pursue debt recovery, with associated costs being your responsibility.

6. Intellectual property

Empra Labs IP

All intellectual property rights in our proprietary tools, methodologies, frameworks, templates, software, and know-how remain the exclusive property of Empra Labs. You are granted a limited, non-exclusive, non-transferable licence to use deliverables created for you during the engagement period.

Client IP

You retain all rights in your pre-existing intellectual property. By providing materials to us, you grant Empra Labs a non-exclusive licence to use such materials solely for the purpose of delivering the services.

Deliverables

Subject to full payment, custom deliverables created specifically for you (such as campaign copy, automation workflows, or reports) become your property upon delivery.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the engagement, including but not limited to:

• Business strategies, plans, and financial information;
• Customer and prospect data;
• Technical information and trade secrets;
• The terms of any service agreement.

This obligation survives termination of the engagement for a period of three (3) years, unless the information becomes publicly available through no fault of the receiving party.

8. Data protection

We process personal data in accordance with our Privacy Policy and applicable data protection legislation, including the UK GDPR and EU GDPR where applicable.

Where we process personal data on your behalf, we do so as a data processor and will:

• Process data only on your documented instructions;
• Implement appropriate technical and organisational security measures;
• Assist you in responding to data subject requests;
• Delete or return data upon termination of the engagement.

A Data Processing Agreement will be provided where required.

9. Warranties and disclaimers

Our warranties

We warrant that:

• Services will be performed with reasonable skill and care;
• We have the necessary expertise and resources to deliver the services;
• We will comply with all applicable laws in the performance of services.

Disclaimers

We do not guarantee or warrant:

• Any specific results, including number of leads, meetings booked, or revenue generated;
• The performance of third-party tools or platforms integrated into our services;
• That services will be uninterrupted or error-free;
• The accuracy of third-party data used in campaigns.

Sales and business outcomes depend on numerous factors beyond our control, including your product, market conditions, and sales team performance.

10. Limitation of liability

To the maximum extent permitted by law:

• Our total liability for any claims arising from these Terms or our services shall not exceed the fees paid by you in the twelve (12) months preceding the claim;
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages;
• We shall not be liable for loss of profits, revenue, data, business opportunities, or goodwill;
• We shall not be liable for any failure or delay caused by circumstances beyond our reasonable control.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Empra Labs, its directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms;
• Your violation of any applicable law or regulation;
• Your provision of inaccurate or misleading information;
• Any claim that materials provided by you infringe third-party rights;
• Your use of the services in a manner not authorised by these Terms.

12. Term and termination

Term

The term of any engagement will be specified in your SOW or service agreement. Unless otherwise agreed, engagements operate on a month-to-month basis following any initial commitment period.

Termination for convenience

Either party may terminate the engagement by providing 30 days' written notice, unless a different notice period is specified in your agreement.

Termination for cause

Either party may terminate immediately if the other party:

• Commits a material breach that is not remedied within 14 days of written notice;
• Becomes insolvent, enters administration, or ceases trading;
• Engages in illegal or unethical conduct.

Effect of termination

Upon termination:

• All outstanding fees become immediately due and payable;
• Each party shall return or destroy confidential information belonging to the other;
• We will provide reasonable assistance in transitioning services;
• Provisions that by their nature should survive termination (including confidentiality, limitation of liability, and indemnification) shall continue in effect.

13. Dispute resolution

Governing law

These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of England and Wales.

Informal resolution

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may request a meeting between senior representatives to discuss and attempt to resolve the matter.

Jurisdiction

If informal resolution is unsuccessful, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising from these Terms.

14. General provisions

Entire agreement

These Terms, together with any SOW or service agreement, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Amendments

We may update these Terms from time to time. Material changes will be notified via email or through our website. Continued use of services after such notification constitutes acceptance of the updated Terms.

Waiver

No failure or delay by either party in exercising any right shall constitute a waiver of that right.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any successor or affiliate.

Force majeure

Neither party shall be liable for any failure to perform due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, strikes, government actions, or internet service failures.

15. Contact information

If you have any questions about these Terms or our services, please contact us:

Last updated: 12 December 2025