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SMT360 Service Agreement

Service Agreement

 

This Service Agreement (the “Agreement”) is entered into as of the date of acceptance by and between Northstar Revenue Growth Partners Private Limited, doing business as RemoteReps247 (the “Company”), and the undersigned client (the “Client”), both of whom agree to be bound by this Agreement.

 

DEFINITIONS

1.1. Confidential Information: Any information, technical data, or know-how, including but not limited to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, or finances, which is designated as confidential or proprietary.

1.2. Total Contract Value: The total value of a contract between the Client and a customer, including any recurring or staggered payments over the duration of the contract.

 

TERM

2.1. Program Duration and Reengagement: This Agreement is effective for an initial period of 12 months from the date of execution and cannot be canceled by the Client during this period. If the Client attempts to cancel before the completion of the 12-month term, no refund will be issued, and the Client remains liable for all fees associated with the Agreement.

The Client may terminate this Agreement earlier under the following conditions:

  1. Material Breach by Either Party: If either party materially breaches this Agreement and fails to remedy the breach within 30 business days after written notice, the non-breaching party may terminate the Agreement.
  2. Mutual Termination: Both parties may terminate this Agreement at any time by mutual written consent, provided that any outstanding obligations are settled prior to termination.

 

SERVICES

3.1. SMT360 provides a dedicated sales and marketing team that handles lead generation, outreach, appointment setting, sales closing assistance, and content marketing for the Client. The Company will execute a fully managed AI-powered sales & marketing system to drive consistent revenue growth for the Client.

Deliverables include:

  1. Lead Generation & Outreach – AI-powered email & LinkedIn outreach, targeted prospecting.
  2. Cold Email & LinkedIn Outreach – Automated sequences, engagement tracking, and follow-ups.
  3. Appointment Setting – Pre-qualified meetings booked and rescheduled as needed.
  4. Sales Engagement & Closing Support – Handling negotiations, objections, and CRM pipeline updates.
  5. Content Marketing – AI-generated LinkedIn/email posts, blog creation, and thought leadership positioning.
  6. Analytics & Reporting – Weekly and monthly performance reports, conversion tracking.

3.2. Performance Guarantee: The Company guarantees that the Client will generate a minimum of $100,000 in signed contracts within 12 months, or the Client is eligible for a full refund as per Section 4.2. The signed contracts must be executed before the completion of the 12-month term, regardless of when revenue is collected. Failure to meet this requirement will void refund eligibility. The Client must actively participate in scheduled calls, approve necessary assets, and respond promptly to sales opportunities.

 

COMPENSATION

4.1. Pricing: The Client agrees to pay for the services under the following pricing structure:

  • $499 per month (billed monthly).

All payments must be made in advance according to the selected billing plan. Services under this Agreement are prepaid, non-refundable, and will commence only upon receipt of the full payment. The Client acknowledges that no refunds will be issued except under the conditions explicitly stated in Section 4.2.

4.2. Refund Policy: If the Company fails to generate a minimum of $100,000 in signed contracts within 12 months, the Client may request a refund. The refund request must be submitted in writing within 15 business days after the 12-month period. Any refund request submitted after this deadline will not be considered. The signed contracts must be finalized before the program’s end date for refund eligibility. If the Client cancels the Agreement before the 12-month period, they forfeit any right to a refund.

4.3. Payment Obligation & Termination for Non-Payment: Failure to make payment on time grants the Company the right to terminate this Agreement immediately. However, termination due to non-payment does not release the Client from their financial obligation. All outstanding balances remain payable by the Client.

4.4. Refund Processing Time: If the Client requests a refund under the conditions outlined in Section 4.2, the Company will process the refund within 90 business days from the date of approval. If additional validation or dispute resolution is required, the Company reserves the right to extend this period by an additional 30 business days upon written notice to the Client.

 

CONFIDENTIALITY AND NON-DISCLOSURE

5.1. The Client agrees that during the term of this Agreement and for a period of 12 months post-termination, they shall not:

  1. Use any insights, methodologies, or proprietary strategies learned from SMT360 to create, develop, or offer a competing lead generation, sales automation, or marketing service.
  2. Directly or indirectly hire, solicit, or attempt to work with any of the Company’s employees, subcontractors, or vendors involved in providing SMT360 services.
  3. Re-engage, solicit, or attempt to conduct business with any leads, prospects, or clients generated by SMT360 for the Client unless such clients were independently obtained by the Client before engaging with SMT360.
  4. Use any SMT360-generated campaign strategies, automation scripts, AI-driven marketing content, or outreach processes outside of the intended scope of this Agreement.

The Client further agrees to ensure that their employees, contractors, and agents who have access to Confidential Information are bound by non-disclosure obligations and shall not use or disclose such information outside the scope of this Agreement

5.2 Exclusions from Confidentiality:

Confidential Information does not include information that:

  • becomes publicly available through no fault of the receiving Party,
  • is rightfully received from a third party without restrictions,
  • is independently developed without reference to the disclosed information, or
  • is legally required to be disclosed by a government or regulatory authority.

5.4 Return or Destruction of Confidential Information: Upon termination of this Agreement, each Party agrees to return or securely destroy all Confidential Information received, unless retention is required for compliance with applicable laws.

5.5 Data Protection & Privacy Compliance: Both Parties agree to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA). Each Party shall use personal data solely for the purpose of performing its obligations under this Agreement.

5.6 Data Breach Notification: In the event of a data breach involving personal data, the Party experiencing the breach shall promptly notify the other Party and take all reasonable steps to mitigate its effects and prevent further unauthorized access

 

INTELLECTUAL PROPERTY

6.1. Ownership: The Company retains all right, title, and interest in and to any intellectual property, including but not limited to patents, copyrights, trademarks, and trade secrets, developed or used in the performance of this Agreement.

6.2. License: The Company grants the Client a limited, non-exclusive, non-transferable license to use the Company’s intellectual property solely for the purpose of this Agreement.

6.3. Data Ownership & Post-Termination Use: Upon termination of this Agreement, all leads, sales data, and CRM assets generated by the Company shall remain the exclusive property of the Client. However, the Client is strictly prohibited from sharing, disclosing, redistributing, or reselling these leads to any third party without the prior written consent of the Company.

The Client acknowledges that all AI-generated marketing content, automation sequences, prospecting scripts, and campaign strategies developed under SMT360 remain the intellectual property of the Company and cannot be copied, modified, or repurposed outside of this engagement. Any unauthorized use of these assets will be considered a material breach of this Agreement and may result in legal action.

Upon termination of this Agreement:

  1. The Client shall lose access to all SMT360-created automation tools, marketing templates, and campaign execution materials.
  2. Any pre-approved content used during the engagement may not be republished, modified, or redistributed without explicit written consent from the Company.
  3. The Company retains the right to revoke access to any proprietary dashboards, CRM integrations, or outreach sequences developed for the Client.

 

INDEMNIFICATION

7.1. Indemnification by the Client: The Client agrees to defend, indemnify, and hold harmless the Company from and against any claims, damages, liabilities, or expenses arising from:

  • Misuse of sales data or leads provided by the Company
  • Failure to disclose material business information that affects sales outcomes
  • Any legal claims from third parties resulting from the Client’s business operations.

 

7.2. Indemnification by the Company: The Company agrees to defend, indemnify, and hold harmless the Client from and against any and all claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to the Company’s breach of this Agreement or the Company’s negligence or willful misconduct in the performance of its obligations under this Agreement.

 

LIMITATION OF LIABILITY AND DISPUTE RESOLUTION

8.1. Limitation of Liability: The Client acknowledges and agrees that the Company’s total liability under this Agreement shall be limited to the total fees paid by the Client during the term of this Agreement. Under no circumstances shall the Company be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to claims from third parties, arising out of or in connection with the performance of services under this Agreement.

8.2. DISPUTE RESOLUTION: Any disputes arising from this Agreement shall first be resolved through negotiation and mediation. If the dispute is not resolved within 45 business days, it shall be referred to binding arbitration under SIAC rules. The arbitration decision shall be final and enforceable in a court of law. The Client waives any right to file a lawsuit against the Company except through arbitration.

 

TECHNICAL SUPPORT

9.1. Client’s Responsibilities: The Client’s active collaboration is critical for the success of SMT360. The Client must:

  1. Approve and provide necessary sales/marketing assets on time.
  2. Allow access to email, LinkedIn, and CRM tools for campaign execution.
  3. Maintain timely communication for campaign reviews and optimizations.

Failure to meet these responsibilities may void refund eligibility.

 

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Singapore. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the Singapore International Arbitration Centre (SIAC). The place of arbitration shall be Singapore. Each Party shall bear its own costs and expenses, including attorney fees, in the arbitration, except as may be awarded otherwise by the arbitrator.

Acceptance & Enforceability

  1. Binding Acceptance Through Invoice Payment
    By making payment on an invoice issued by NORTHSTAR REVENUE GROWTH PARTNERS PTE. LTD. dba RemoteReps247, the Client acknowledges and agrees that this Service Agreement shall govern the transaction. The Client confirms that they have reviewed and accepted these terms prior to making payment.

  2. Electronic Agreement & Digital Signature
    By clicking the ‘I Accept’ button on the invoice or proceeding with payment, the Client electronically acknowledges and agrees to be legally bound by this Service Agreement, in accordance with the Electronic Transactions Act 2010 (Singapore). This acknowledgment shall serve as the Client’s digital signature, confirming full acceptance of all terms outlined in this Agreement.

  3. Availability of Terms
    The Client acknowledges that this Agreement is made available at [agreement URL] and remains accessible at all times. The Client agrees that any failure to review the Agreement before making payment does not constitute grounds for non-acceptance. Any disputes related to the Agreement will be governed by Singapore law, and the Client waives any claim of non-receipt or non-awareness of these terms.

  4. Modification & Updates
    NORTHSTAR REVENUE GROWTH PARTNERS PTE. LTD. dba RemoteReps247 reserves the right to update or modify this Agreement at any time. Any modifications will take effect immediately upon posting on our website. Clients are responsible for reviewing the Agreement periodically. Continued use of our services and subsequent payments will constitute acceptance of any revised terms.

 

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, between the Parties with respect to the subject matter hereof.