BDaaS by Kulea: Terms and Conditions

Last updated: 6 October 2026

1. Definitions and construction

In this Agreement the following expressions apply (save where the context otherwise requires):

  • "Agreement" means these Terms and Conditions together with the PAN.
  • "Campaign" means an outbound outreach programme run by Nomad AI on the Customer's behalf, as described in the PAN.
  • "Commencement Date" means the date on which the Customer signs the PAN or otherwise accepts this Agreement.
  • "Customer" means the party which signifies acceptance of this Agreement.
  • "Customer Materials" means all information, messaging approvals, brand assets, lists, access credentials and other materials supplied by the Customer to Nomad AI.
  • "Downtime" means a period during Service Hours during which there is total loss of the Services, and "Service Interruption" means a period during Service Hours during which there is partial loss of the Services. An "Outage" is an instance of Downtime.
  • "Fees" means the fees payable to Nomad AI for the Services, as set out in the PAN.
  • "Intellectual Property Rights" means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of them, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof, including all rights to renew the same.
  • "Nomad AI" means Nomad AI Ltd, trading as BDaaS by Kulea, a company registered in England and Wales with company number 09350222.
  • "Prospect Data" means the personal data of the individuals and businesses identified, collected or contacted by Nomad AI in the course of a Campaign.
  • "Purchase Authorisation Notice" or "PAN" means the signed proposal, statement of work or online order that sets out the Customer, the Campaigns, the Fees and the Stage.
  • "Service Hours" means 09:00 to 17:30 UK time, Monday to Friday, excluding public holidays in England.
  • "Services" means the managed outbound pipeline generation service provided by Nomad AI under this Agreement, which may include audience definition, data sourcing and verification, sending infrastructure, outreach copy and sequencing, reply handling, meeting scheduling and reporting, as set out in the PAN.
  • "Stage" means each stage of the engagement described in clause 3.
  • "Term" means the effective term of this Agreement.
  • "Unethical" means anything which by its nature is criminal, pornographic, hate speech, harassment, terrorism, defamatory, libellous or which promotes, incites or encourages activity which would fall into one of those categories.
  • "Website" means the bdaas.uk website, managed and owned by Nomad AI.

2. Provision of services and licences

2.1 Nomad AI agrees, with effect from the Commencement Date and in consideration of the payment of the Fees by the Customer, to supply the Services on a non-exclusive basis upon the terms and conditions of this Agreement.

2.2 Nomad AI will use reasonable care and skill in providing the Services and will carry out Campaigns in the Customer's name only within the scope approved by the Customer in the PAN.

3. Engagement stages and duration

3.1 This Agreement commences on the Commencement Date and runs in stages. The first Stage is a three-month Proof of Value. The Customer may then elect to proceed to a six-month Stage and then to a twelve-month Stage, each starting on the day after the previous Stage ends.

3.2 The Customer commits only to the current Stage. To proceed to the next Stage the Customer must confirm in writing at least 7 days before the end of the current Stage. If it does not, this Agreement ends at the end of the current Stage and does not renew automatically.

3.3 Nomad AI may propose a further period after the twelve-month Stage. Any further period must be agreed in writing.

3.4 Either party may propose changes to the scope of the Services (for example, additional Campaigns, audiences or regions). No change takes effect until it is recorded in writing and signed by both parties.

4. Fees and payment

4.1 The Customer shall pay the Fees, and any additional fees for services outside the scope of the PAN, at Nomad AI's then current rates agreed in advance.

4.2 Fees are charged monthly in advance. The first payment is due on signing of the PAN, and subsequent payments are collected by direct debit or other similar method. All Fees are non-refundable: there are no refunds or credits for periods where the Customer does not use the Services, uses them partially, or cancels or terminates.

4.2A The Customer must, on signing the PAN and for the whole Term, maintain a valid direct debit mandate or provide a valid credit or debit card for the collection of all Fees. The Customer authorises Nomad AI to collect all Fees and any other sums due under this Agreement by that method. If a payment fails, Nomad AI may retry it and may suspend the Services under clause 4.4 until it is received. The Customer must tell Nomad AI promptly if its payment details change or expire.

4.3 All sums due under this Agreement are exclusive of VAT, which the Customer shall pay in addition.

4.4 Nomad AI may suspend the Services without notice or penalty if any instalment of the Fees is not received when due. Where Services are suspended for non-payment, Nomad AI is not responsible for any resulting loss of Campaign momentum, sender reputation or meetings.

4.5 If the Customer is late in paying any sum, it shall pay a late fee of 1% per day, or the maximum amount allowable by law if higher, accruing daily until the outstanding sum and all associated late fees are paid in full.

4.6 Nomad AI may increase the Fees with effect from the start of the next Stage by giving written notice before that Stage begins.

4.7 The Customer shall maintain accurate records of any sales or other outcomes it attributes to the Services for 180 days and, on reasonable request, share them with Nomad AI for the purpose of reviewing Campaign performance. Meetings and leads delivered by Nomad AI should be reported back to Nomad AI within 14 days of the Customer's follow-up outcome, where the Customer is asked to do so.

5. Customer obligations

5.1 The Customer shall:

  • co-operate with Nomad AI in all matters relating to the Services;
  • provide, in a timely manner, all documents, information, approvals and materials reasonably required by Nomad AI to deliver the Services, including a clear description of its offer and target audience;
  • review and respond to messaging, domain and mailbox set-up requests within a reasonable time, so that agreed timelines can be met;
  • respond promptly to meeting requests and leads passed to it, and tell Nomad AI the outcome; and
  • obtain and maintain all necessary licences and consents, and comply with all relevant legislation, so that Nomad AI can provide the Services, including in relation to the use of the Customer Materials.

5.2 If Nomad AI's performance is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy, Nomad AI shall:

  • not be liable for any costs, charges or losses the Customer incurs as a result;
  • be entitled to payment of the Fees despite the prevention or delay;
  • be entitled to recover any additional costs, charges or losses it incurs as a result; and
  • be allowed an extension of time equal to the delay caused by the Customer.

5.3 The Customer is responsible for maintaining the confidentiality of any passwords or access credentials it holds for the Services, and for any data it holds as a result of using them.

6. Campaign delivery and results

6.1 Nomad AI will use its reasonable endeavours to deliver the Services and each Campaign in accordance with the PAN.

6.2 Outbound outreach depends on factors outside Nomad AI's control, including the Customer's offer, market conditions, prospect response and the actions of third-party email and platform providers. Nomad AI therefore does not guarantee any number of replies, meetings, leads, sales or other outcomes. Any figure quoted in a proposal or elsewhere is an estimate unless the PAN expressly states it as a commitment.

6.3 Nomad AI may adjust audiences, messaging, sending volumes, domains and mailboxes during a Campaign where it reasonably considers this necessary to protect deliverability, sender reputation or compliance.

6.4 Nomad AI does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends on the performance of services provided or controlled by third parties, whose actions or omissions can impair or disrupt connections. Nomad AI will use commercially reasonable efforts to remedy and avoid such events but cannot guarantee that they will not occur, and disclaims all liability resulting from them.

7. Data protection and roles

7.1 Each party shall comply with all applicable data protection law, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations (PECR).

7.2 During the initial lead identification and nurturing phase of a Campaign, Nomad AI acts as Data Controller of the Prospect Data, meaning it determines the purpose and method of processing. Nomad AI collects Prospect Data to identify potential business opportunities for the Customer and sends communications (emails, calls) on the Customer's behalf to nurture them.

7.3 Nomad AI will share Prospect Data with the Customer only when: the Customer reviews suitability for its market; the individual has agreed to or expressed interest in meeting the Customer; or the Customer requires the information to conduct a meeting or follow-up communications. Nomad AI may share a preliminary list of contact details with the Customer to confirm suitability for its market.

7.4 Once a meeting or further engagement is confirmed and the relevant Prospect Data is shared with the Customer, the Customer becomes a separate Data Controller of that data. Nomad AI may then act as the Customer's Data Processor if it continues to assist with follow-up services on the Customer's behalf, in which case the parties will agree a data processing agreement.

7.5 The Customer shall process any Prospect Data it receives only in accordance with applicable law, shall respect any opt-out or objection raised by an individual, and shall tell Nomad AI promptly of any such request.

7.6 The Customer authorises Nomad AI to use the sub-processors listed in Appendix 1 and to engage further sub-processors, provided Nomad AI remains responsible for their performance. Where a sub-processor is located outside the UK and/or EEA, Nomad AI will ensure an appropriate transfer mechanism is in place.

7.7 Nomad AI's Privacy Policy, available on its website, describes how it processes personal data.

8. Acceptable use and compliance

8.1 The Customer warrants that it will comply with all relevant laws at all times, in particular those relating to electronic marketing, cookies and data protection, and that it will not use the Services to transmit or publicise any material which is Unethical. The Customer shall indemnify and hold harmless Nomad AI from any loss or damage it suffers as a result of the Customer's breach of this clause 8.1.

8.2 The Customer warrants and undertakes that:

  • it has the legal right and authority to use the Services and to supply the Customer Materials;
  • it will use the Services only for lawful purposes and in accordance with this Agreement; and
  • the Customer Materials, and the offer and claims it asks Nomad AI to promote, will not infringe any third party's Intellectual Property Rights, will not be obscene, defamatory or misleading, and will not violate any applicable law.

8.3 Nomad AI will monitor sending patterns, engagement, bounce rates and spam complaints. A hard bounce rate above 5% in any month, or a spam complaint rate above 0.1% (more than 1 complaint per 1,000 emails sent), is treated as excessive. Where a threshold is exceeded, Nomad AI may pause or alter a Campaign, require corrective action such as list verification or segmentation, and reduce sending volumes until compliance is achieved.

8.4 The Customer shall not supply Nomad AI with contact lists that have been purchased, rented or scraped.

8.5 In the event of the Customer's breach of any obligation under this Agreement:

  • Nomad AI may charge for reasonable staff and third-party costs engaged in rectifying any resulting problems, to be agreed in writing in advance. If the Customer disputes the costs and agreement is not reached, the matter will be passed to independent adjudication under clause 24; and
  • Nomad AI may suspend or terminate the Services without prejudice to any pre-existing rights and obligations of either party.

8.6 Nomad AI may suspend access to the Services immediately and without liability where it reasonably considers this necessary to protect its own proper interests or those of its other customers. If practicable, and depending on the nature of the breach, Nomad AI may in its absolute discretion allow the Customer to cure the breach, after which the Services will resume.

9. Service levels, outages and changes

9.1 Nomad AI will use reasonable endeavours to provide the Services without significant Service Interruptions or Downtime, subject to clauses 6.4, 8.3, 9.2 and 16.

9.2 Nomad AI may make Outages or Service Interruptions where, in its reasonable opinion, they are necessary to improve or maintain the Services. It will use reasonable endeavours to minimise them and, where appropriate, will notify the Customer of the expected start time and duration.

10. Security

10.1 Each party recognises that it is impossible to maintain flawless security, but Nomad AI will take all reasonable steps to prevent security breaches in its systems' interaction with the Customer and with resources or users outside any firewall it operates.

10.2 The Customer is responsible for maintaining the confidentiality of any passwords required to access the Services and for securely storing any data it generates through them, and is solely responsible for any damage caused by unauthorised access.

11. Warranties

Your attention is in particular drawn to this clause and to clause 14. Please read them carefully before accepting this Agreement.

11.1 Nomad AI warrants to and undertakes with the Customer that it will use reasonable efforts to provide the Services with reasonable care and skill in accordance with this Agreement, and that it has the power and authority to provide the Services.

11.2 Except for the express warranties in this clause 11, the Services are provided on an "as is" basis and the Customer's use of the Services is at its own risk. Nomad AI disclaims all other express and implied warranties, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage or trade practice. Nomad AI does not warrant that the Services will be uninterrupted, error-free or completely secure.

12. Intellectual property rights

12.1 Without prejudice to the Customer's rights in the Customer Materials, the Customer does not acquire any Intellectual Property Rights in Nomad AI's software, tools, processes, documentation, templates or other materials used in connection with the Services.

12.2 Nomad AI warrants that it has all necessary right, title and interest to enable the Customer to benefit from the Services in accordance with this Agreement.

12.3 The Customer grants Nomad AI a non-exclusive, royalty-free, worldwide licence during the Term to use the Customer Materials, including the Customer's name, trademarks and approved messaging, to provide the Services, including sending communications in the Customer's name.

12.4 The Customer also grants Nomad AI a non-exclusive, royalty-free, worldwide licence to reproduce and display the Customer's trademarks to publicise the Services on the Website, or, with the Customer's specific written approval, in testimonials and case studies.

12.5 Nomad AI may process anonymised and aggregated data derived from Campaigns and use of the Services, during and after the Term, to analyse trends, benchmark performance, conduct internal research and support marketing initiatives. Such data will not identify any individual or customer and will not be used to re-identify any data subject.

12.6 Nomad AI may publish the logos of companies with which it has successfully booked meetings through its Services. Nomad AI will not publicly associate any such company with the Customer, or identify the Customer in connection with it.

12.7 Nomad AI may create and publish case studies based on Campaigns run for the Customer, provided that all data used is anonymised so that neither the Customer nor any individual is identifiable, unless the Customer has given specific written approval under clause 12.4.

13. Confidentiality

Any confidential information shared between the parties, including Campaign performance data, commercial terms and the Customer's business information, shall be kept confidential and used only for the purposes of this Agreement, save where disclosure is required by law.

14. Limitation of liability

Your attention is in particular drawn to this clause. Please read it carefully before accepting this Agreement.

14.1 Nomad AI shall not be liable for any loss or damage of whatsoever nature suffered by the Customer arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Customer, or arising from any cause beyond Nomad AI's reasonable control.

14.2 Nomad AI shall not be liable for any indirect or consequential loss, or any loss of profit, revenue, data or goodwill, howsoever arising, or for any wasted management time, failure to make anticipated savings, or liability of the Customer to any third party, arising in connection with this Agreement, whether or not such loss has been discussed by the parties before contract.

14.3 Nomad AI shall not be liable for any virus or other contaminant which enters the Customer's email system or computer network via email, whether through attachments or otherwise.

14.4 Nomad AI shall not be liable for any interruption to the Services or Outage arising directly or indirectly from: interruptions to the flow of data to or from the internet; changes, updates or repairs to the network or software it uses to provide the Services (subject to Nomad AI striving to minimise resulting interruptions); the failure or interruption of services provided by third parties, including email, domain and data providers; factors outside Nomad AI's reasonable control; actions or omissions of the Customer or any third party; problems with the Customer's or third-party equipment; or interruptions requested by the Customer.

14.5 Nothing in this Agreement restricts liability for death or personal injury resulting from negligence, for fraud, or for any other liability that cannot lawfully be limited or excluded.

14.6 No matter how many claims are made and whatever their basis, Nomad AI's maximum aggregate liability to the Customer under or in connection with this Agreement, whether in contract or tort, shall not exceed £1,000,000.

14.7 The Customer agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement, that the Fees have been calculated on the basis of the limitations and exclusions in this clause 14, and that it will insure as is suitable having regard to its circumstances and this clause 14.

15. Non-solicitation of employees and contractors

15.1 The Customer agrees that, during the term of this Agreement and for 18 months following its termination or expiry for any reason, it shall not directly or indirectly:

  • hire, employ or engage, whether as an employee, contractor, consultant or in any other capacity, any contractor, subcontractor or personnel of Nomad AI who has been assigned to or involved in providing the Services; or
  • solicit or attempt to solicit any contractor, subcontractor or personnel of Nomad AI for the purpose of hiring, employing or engaging them in any capacity related to a business that competes with Nomad AI.

15.2 For the purposes of this clause, "contractor" includes any individual or entity engaged by Nomad AI to provide services under this Agreement.

15.3 This clause does not apply if the Customer receives written consent from Nomad AI to a specific hire or solicitation.

15.4 The Customer acknowledges that these restrictions are reasonable and necessary to protect Nomad AI's legitimate business interests. If a court of competent jurisdiction determines that any provision of this clause is invalid or unenforceable, the remaining provisions remain in full force and effect.

16. Termination

16.1 The following are "Acts of Default": the Customer fails to pay any sum within 7 days of its due date; a party commits a material breach (other than non-payment) which, if capable of remedy, is not remedied within 30 days of a written request from the other party; or a party becomes subject to insolvency proceedings under the Insolvency Act 1986, or any analogous step is taken in any jurisdiction.

16.2 If the Customer commits an Act of Default, Nomad AI may immediately suspend the Services (or any part of them) or terminate this Agreement by written notice. If Nomad AI commits an Act of Default, the Customer may terminate this Agreement by written notice.

16.3 This Agreement ends at the end of the current Stage unless the Customer proceeds to the next Stage under clause 3.2. Where Nomad AI has agreed a further period under clause 3.3, either party may end the Agreement at the end of that period by notice given at least 7 days beforehand.

16.4 Nomad AI may terminate this Agreement and the Services immediately and without liability if it considers that the Customer's use of the Services, or other actions or omissions, may bring Nomad AI's reputation into disrepute.

16.5 Termination for any reason is without prejudice to any other rights or remedies a party may have and does not affect any rights or liabilities accrued before termination.

16.6 On termination the Customer shall promptly pay all outstanding sums, and Nomad AI's right to use the Customer's trademarks ceases immediately, except as needed to provide any post-termination services. Nomad AI may suspend Campaigns and decommission any sending domains and mailboxes it provisioned for the Customer.

17. Force majeure

17.1 Neither party is liable for any breach of its obligations, except in respect of payment, resulting from causes beyond its reasonable control (or that of its subcontractors), including act of God, war, insurrection, riot, civil commotion, government regulation, embargo, explosion, strike, labour dispute, illness, flood, fire or tempest (an "Event of Force Majeure"). Any time limit or estimate for performing an act is suspended during an Event of Force Majeure.

17.2 Each party shall give prompt notice to the other on becoming aware of an Event of Force Majeure, with details of the circumstances.

17.3 If a default due to an Event of Force Majeure continues for more than 30 days, the party not in default may terminate this Agreement. Neither party has any liability to the other for that termination, but it does not affect any pre-existing rights or obligations.

18. Waiver

The waiver by either party of a breach or default of any provision of this Agreement is not a waiver of any succeeding breach of the same or any other provision, and no delay or omission by either party in exercising any right, power or privilege operates as a waiver of any breach or default.

19. Notices

Any notice, request, instruction or other document to be given under this Agreement shall be delivered or sent by first class post or email to the address or email address regularly used by the other party for business correspondence. A notice is deemed served: if emailed, at the time of transmission; and if posted, 48 hours after posting.

20. Invalidity and severability

If any provision of this Agreement is found by a court or administrative body of competent jurisdiction to be invalid or unenforceable, that does not affect the other provisions, which remain in full force and effect. The parties shall attempt to substitute a valid and enforceable provision that achieves, to the greatest extent possible, the economic, legal and commercial objectives of the invalid or unenforceable one.

21. Entire agreement and changes

21.1 Subject to clause 21.2, this Agreement is the entire agreement between the parties relating to its subject matter. In entering into it neither party has relied on any representation by the other unless expressly included in it. Nothing in this clause relieves either party of liability for fraudulent misrepresentation, and neither party is entitled to any remedy for negligent or innocent misrepresentation except to the extent (if any) that a court or expert appointed under clause 24 allows reliance on it as fair and reasonable.

21.2 Nomad AI may change or update these Terms and Conditions by posting an amended version on the Website. Changes take effect at the start of the next Stage that begins after the amended version is published.

21.3 Any amendment to the PAN, including to the Services or Fees, must be made in writing and signed by both parties.

22. Successors, assignment and subcontracting

22.1 This Agreement binds and benefits the successors in title of the parties.

22.2 The Customer may not assign this Agreement or any of its rights or obligations under it.

22.3 Nomad AI may subcontract the whole or any part of its obligations to any third party, including its campaign delivery suppliers, but remains liable as if it were performing the Services itself.

23. Conflict and precedence

If there is any conflict or inconsistency between these Terms and Conditions and the terms of any signed PAN or statement of work issued by Nomad AI, the terms of the signed document take precedence. Except where a signed PAN expressly states otherwise, these Terms and Conditions apply to all Services provided by Nomad AI.

24. Disputes

24.1 All disputes or differences between Nomad AI and the Customer in respect of the construction or effect of this Agreement, the rights, duties and liabilities of the parties under it, or any matter or event connected with or arising out of it (a "Relevant Event"), shall be referred to an independent third party (the "Third Party") whom Nomad AI and the Customer jointly nominate.

24.2 If the parties fail to nominate a Third Party within 14 days of the Relevant Event, the Third Party shall be an arbiter appointed by the London Court of International Arbitration.

24.3 The Third Party acts as an expert and not as an arbitrator. Their decision (including as to costs) is, except in the case of manifest error, final and binding on both parties.

25. Law

This Agreement is governed by and construed in accordance with English law and (subject always to clause 24) the parties submit to the exclusive jurisdiction of the courts of England and Wales.

26. Execution

This Agreement may be executed electronically, and electronic signatures are legally binding.

Appendix 1: List of sub-processors

Auth0 Inc.; Apple; ChargeBee; Apollo; EMW Law; EveryCity; Gandi.net; GoCardless; Google; LinkedIn; Mailgun; Microsoft; Pipedrive; Prokode; Snowflake; Stripe; Tableau; Trynetix; Twilio; Xero; Zapier; Gathr; We-Connect; Mailreach; Mailflow; SmartLead; Quickmail; Neverbounce; Bouncer; Reply.io; Slack; Anthropic (Claude); OpenAI; Stripo; Masterinbox.

Back to top ↑