Version 1.0. Effective: May 13, 2026. Published at https://2ctsalesco.com/operational-terms.
These Operational Terms (the "Terms") govern the provision of sales development services by 2CanTalks LLC, a Wyoming limited liability company trading as 2CT Sales Co. ("Provider", "we", "us"), to any client ("Client", "you") that signs a Service Order or Master Services Agreement that references these Terms. These Terms are incorporated by reference into each Service Order. In the event of conflict between these Terms and a signed Service Order, the Service Order controls for the engagement it covers.
1. Services
We provide Sales Development Representative Operators ("Operators") who perform the services described in your Service Order. Services may include outbound prospecting by phone, LinkedIn, and email, inbound qualification, appointment setting, and related sales development activities. Operators do not close deals, collect payments, provide technical support, or perform services outside the scope of your Service Order unless agreed in writing.
We will perform the Services with reasonable skill and care consistent with industry standards. We do not warrant any specific number of appointments, meetings, conversions, pipeline, or revenue. Except as expressly set forth in writing, all Services are provided "as is", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
2. Definition of Full-Time
"Full-Time" means each Operator is scheduled to work eight (8) hours per day, Monday through Friday, excluding South African public holidays listed in the Service Order, and excluding reasonable lunch and comfort breaks consistent with South African labour practice. Operators accrue paid leave and sick leave in accordance with South African law. We are responsible for backfill coverage during any Operator absence of three (3) or more consecutive business days.
3. Client Obligations
You will: (a) provide timely access to systems, data, tools, scripts, and credentials Operators need to perform; (b) review and approve scripts, lists, and outreach strategies promptly; (c) comply with the Acceptable Use Policy; (d) ensure that any lists, data, or content you provide are lawfully obtained, accurate, and cleared for the intended outreach; and (e) provide a designated point of contact for daily operations.
We are not liable for delay, underperformance, or downtime resulting from your failure to provide access, approvals, or resources. Such circumstances do not entitle you to offset, refund, or fee reduction.
4. Acceptable Use
Use of the Services is governed by the Acceptable Use Policy, which is incorporated by reference into these Terms and into each Service Order. We may suspend Services immediately on suspected breach pending investigation and may terminate on confirmed material breach, in each case without liability.
5. Compliance Warranties and Indemnity
You represent and warrant that, for each lead, contact, or recipient provided or targeted under any Service Order: (a) you have a lawful basis to contact the person for the outreach directed; (b) you have scrubbed the relevant list against applicable do-not-call, do-not-contact, and suppression registers; (c) the outreach complies with the US Telephone Consumer Protection Act (TCPA), the US CAN-SPAM Act, state-level equivalents, the UK Privacy and Electronic Communications Regulations, the EU ePrivacy Directive, the GDPR, the South African Protection of Personal Information Act (POPIA), and any other applicable law; (d) where you require calling outside ordinary hours or to mobile devices, you have obtained any prior express written consent required; and (e) your products, services, and claims conveyed in outreach are lawful and not misleading.
You will defend, indemnify, and hold harmless 2CanTalks LLC and its personnel from any claim, fine, regulatory action, or damages (including reasonable attorneys' fees) arising from a breach of this Section 5 or from your lists, data, content, products, or instructions. This indemnity is subject to the limitation of liability in your Service Order or, if absent, Section 12 of these Terms.
6. Fees and Payment
Fees are set forth in your Service Order. Unless the Service Order states otherwise: (a) all fees are payable in advance on or before the first day of each billing period; (b) the first billing period's fees are due on the Effective Date of the Service Order; (c) all fees are non-refundable and may not be offset, withheld, delayed, or charged back; (d) if payment is not received within five (5) days of the due date, we may suspend Services without liability until payment clears in full; (e) overdue balances accrue interest at 1.5% per month or the maximum permitted by law, whichever is greater; and (f) we may adjust pricing on thirty (30) days' written notice not more than once per twelve-month period to reflect inflation, currency fluctuation, or increased operating costs.
All fees are exclusive of applicable taxes, which are your responsibility unless you provide a valid exemption.
7. Term and Termination
Each Service Order states its own term. Unless the Service Order states otherwise: (a) either Party may terminate the Service Order with or without cause on fourteen (14) days' prior written notice; (b) you remain liable for the full fee for any billing period already commenced, and no pro rata refund will issue; (c) we may terminate immediately on (i) non-payment; (ii) material breach of confidentiality; (iii) material breach of these Terms or the warranties in Section 5; (iv) conduct that damages our reputation or legal standing; or (v) abusive or unlawful conduct toward our personnel.
Sections 4, 5, 8, 9, 10, 11, 12, 13, 14, and 17 survive termination.
8. Non-Solicitation
During the term of any Service Order and for twelve (12) months thereafter, you will not directly or indirectly solicit, hire, or engage (as employee or contractor) any employee, contractor, or Operator of ours who performed services under that Service Order. Breach of this Section entitles us to liquidated damages equal to twelve (12) months of the individual's then-current base compensation or USD 50,000, whichever is greater. The Parties agree this is a reasonable pre-estimate of actual loss, not a penalty.
9. Confidentiality
Each Party will keep non-public information of the other Party confidential and use it only to perform its obligations under the engagement. This obligation survives for three (3) years after termination, except that trade secrets remain confidential for as long as they qualify as trade secrets. This Section does not apply to information that is (a) publicly available without breach; (b) independently developed; (c) lawfully received from a third party without restriction; or (d) required to be disclosed by law or court order, provided the recipient gives prompt notice where permitted.
10. Intellectual Property
Each Party retains ownership of its pre-existing intellectual property. All scripts, templates, workflows, training materials, reports, and methodologies created by us, and all improvements thereto, are and remain our intellectual property. You are granted a non-exclusive, non-transferable, non-sublicensable license to use such materials solely during the term of the applicable Service Order for the Services.
You own your own contact lists, customer data, and Client-provided content. You grant us a non-exclusive license to use Client-provided content solely to deliver the Services. Either Party may use aggregated or de-identified data derived from the Services for its own business purposes.
11. Data Protection
To the extent we process personal data on your behalf, we do so as a data processor under your documented instructions. Personal data processing is governed by the Data Processing Agreement, which is incorporated by reference. You represent that you have the lawful basis and required consents to provide personal data to us.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, OR GOODWILL; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THE ENGAGEMENT, INCLUDING UNDER ANY INDEMNITY, IS LIMITED TO THE FEES PAID BY CLIENT UNDER THE APPLICABLE SERVICE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, FOR SHORT-FORM SERVICE ORDERS THAT SET A SHORTER WINDOW, THE WINDOW STATED IN THAT SERVICE ORDER. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (i) CLIENT'S PAYMENT OBLIGATIONS; (ii) EITHER PARTY'S BREACH OF CONFIDENTIALITY; (iii) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (iv) LIABILITIES THAT CANNOT BE LIMITED BY LAW.
13. Mutual Indemnification
You will defend, indemnify, and hold harmless 2CanTalks LLC and its personnel from any third-party claim arising from: (a) your products, services, or content; (b) your lists, data, or instructions; (c) your violation of law or the warranties in Section 5; or (d) your misuse of the Services.
We will defend, indemnify, and hold harmless you from any third-party claim that our methodologies (excluding Client-provided content) infringe the intellectual property rights of a third party in the United States. The indemnifying Party has the right to control the defense and settlement of the claim, provided that any settlement that imposes non-financial obligations on the indemnified Party requires that Party's consent. All indemnity obligations under this Section 13 are subject to the limitation of liability in Section 12.
14. Force Majeure
Neither Party is liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, pandemics, government action, Internet or telecommunications outages, utility interruptions, and Eskom electricity load shedding, grid failure, and fibre network outages affecting our facilities in South Africa. The affected Party will use reasonable efforts to maintain continuity using backup power, redundant connectivity, and backup locations. Payment obligations are not excused by force majeure. If a force majeure event materially prevents our performance for more than fifteen (15) consecutive business days, either Party may terminate the affected Service Order on written notice.
15. Independent Contractor; Subcontracting
We are an independent contractor. Nothing in these Terms creates an employment, partnership, agency, or joint venture relationship. We may engage qualified third-party partners, contractors, or affiliates to perform portions of the Services ("Authorized Partners"), provided that we remain responsible for the overall quality of the Services. We will give you at least ten (10) business days' notice before engaging a new Authorized Partner for your account. You may object on reasonable grounds within that period, in which case the Parties will discuss alternative arrangements.
16. Background Checks and Publicity
We conduct reference checks, identity verification, and, where permitted by law, criminal background checks on each Operator prior to assignment. Operators sign confidentiality undertakings covering Client data.
Unless your Service Order opts out, we may list your name and logo as a customer reference without disclosing confidential terms. You may opt out at any time by written notice.
17. Governing Law and Disputes
Each engagement is governed by the laws of the State of Wyoming, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising out of or relating to these Terms, a Service Order, or the Services will first be submitted to good-faith discussions between senior representatives of each Party for thirty (30) days. If unresolved: (a) claims of USD 25,000 or less may be brought in small claims court in Sheridan County, Wyoming, or in the claimant's home jurisdiction at the claimant's election; and (b) claims above USD 25,000 will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Rules, before a single arbitrator, seated in Sheridan, Wyoming. The arbitrator's award is final and non-appealable. Each Party bears its own fees and costs. Each Party waives any right to a jury trial and to participate in a class or representative action.
18. Anti-Corruption and Sanctions
Each Party will comply with all applicable anti-corruption laws, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010. Each Party represents that it is not, and its principals are not, on any sanctions list maintained by the US Office of Foreign Assets Control (OFAC), the UK, the EU, or the UN, and will not use the Services to conduct business with any such listed person.
19. Notices, Assignment, and Miscellaneous
Notices must be in writing and sent to the email addresses identified in your Service Order, or to justin@2ctsalesco.com for us. Notice is effective on receipt, which is deemed to occur on delivery for email sent before 5pm local time on a business day, and on the next business day otherwise.
Neither Party may assign its Service Order without the other Party's prior written consent, except that either Party may assign without consent in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, on written notice. Any attempted assignment in breach of this Section is void.
These Terms together with the applicable Service Order and the DPA are the entire agreement between the Parties with respect to the subject matter and supersede all prior proposals, discussions, and agreements. Amendments must be in writing and signed by both Parties (electronic signature acceptable). If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions continue in full force. A Party's failure or delay in enforcing any provision is not a waiver.
We may update these Terms from time to time. The version in effect as of the Effective Date of your Service Order applies to that engagement for its duration. Material changes to these Terms do not apply retroactively to engagements in flight without written agreement of both Parties.
20. Contact
2CanTalks LLC, trading as 2CT Sales Co.
1309 Coffeen Avenue, STE 1200, Sheridan, WY 82801, USA
EIN: 33-2287125
Contact: justin@2ctsalesco.com