These Operational Terms are the standard service terms of 2CanTalks LLC, a Wyoming limited liability company trading as 2CT Sales Co. (2CT, we, us). They are the “2CT Operational Terms” referred to in any 2CT Order Form or Services Agreement, are incorporated into that document by reference, and form part of it.
In these terms, a reference to “page 1” or to “the Services Agreement” means the Order Form or Services Agreement that incorporates these Operational Terms and sets the commercial terms of your engagement. Where these terms and that Order or page 1 conflict, the Order or page 1 controls for that engagement. These terms are separate from the Website Terms of Use, which govern use of the site, and from the Privacy Policy and Data Processing Agreement.
1. What we do
2CT supplies trained sales operators to perform the services set out on page 1. Depending on what page 1 specifies, operators run outbound and inbound prospecting, qualify leads, set appointments, and close deals as full-cycle sales representatives. They do not take payment or provide technical support unless page 1 says so. We perform with reasonable skill and care. We do not guarantee any number of meetings, conversions, pipeline or revenue.
2. Full-time, cover and replacement
“Full-time” means eight hours a day, Monday to Friday, excluding South African public holidays and reasonable breaks. We cover backfill at no charge for any operator absence of three or more consecutive business days. If an operator underperforms, tell us in writing and we replace them within ten business days at no additional cost. You are not charged twice for the same ramp.
3. What you provide
Timely access to the systems, data, tools and credentials operators need, prompt approval of scripts, lists and outreach strategy, and a named day-to-day contact. Delay or underperformance caused by missing access, approvals or resources does not entitle you to offset, refund or fee reduction. Operator shortlists: when we send you a shortlist you will respond with approval or written feedback within 48 hours. Shortlisted operators are held for you and are not offered to other clients during that window, so a shortlist left unanswered costs us the capacity. If you do not respond within 48 hours we may release those operators and charge a re-engagement fee of USD 1,000 to re-run selection, re-reserve operators and re-brief them. The fee is payable on your next invoice.
4. Your compliance warranty and indemnity
For every contact we call, email or message on your instruction you warrant that you have a lawful basis to contact that person, that the list is scrubbed against applicable do-not-call, do-not-contact and suppression registers, that any consent required for calls outside ordinary hours or to mobile devices has been obtained, and that the outreach and the claims made in it comply with the US TCPA and CAN-SPAM Act, state equivalents, UK PECR, the GDPR and POPIA. You will defend and indemnify us against any claim, fine, regulatory action or damages arising from your lists, data, content, products or instructions. This indemnity is not subject to the cap in clause 11.
5. Fees, setup fee and payment
Fees are set out on page 1 and are payable in advance. The first cycle is due on the Effective Date and later cycles on the first day of each cycle. Any setup fee stated on page 1 is invoiced on signature and is credited in full against your next invoice, so across two cycles you pay exactly what you would have paid without it. It is a deposit against ramp, not an additional charge. Fees for a cycle already commenced are non-refundable and may not be offset, withheld or charged back. If payment is more than five days late we may suspend services until it clears, and overdue amounts carry interest at 1.5% per month or the maximum permitted by law. We may adjust pricing once in any twelve-month period on thirty days written notice, and you may terminate without penalty if you do not accept the new price.
5A. No refunds and no chargebacks
All fees are earned on receipt and are non-refundable. No refund, credit or offset is given unless 2CT agrees in writing signed by an authorised signatory, limited to the amount and period stated there. You will not initiate or permit a chargeback, card dispute, payment reversal, ACH return or stop payment against any amount invoiced under this agreement, and you waive any right to do so. Clause 15 is your only route to a disputed amount. If one is initiated anyway you will pay the disputed amount plus our costs of responding, including bank and processor fees and USD 250 per event, we may suspend services immediately, and all remaining fees for the current term fall due at once. You authorise us to charge the payment method on file. This clause survives termination.
6. Term and exit
This agreement runs month to month unless page 1 states a fixed pilot window, in which case that window runs to its end date and does not auto-renew. Either party may terminate on thirty days written notice. We may terminate immediately for non-payment, breach of confidentiality, breach of clause 4, or abusive or unlawful conduct toward our people. You may terminate immediately if we fail to remedy a material breach within ten business days of written notice. On termination you remain liable for the cycle already commenced and no pro-rata refund is due.
7. Your data, our method
You own your contact lists, CRM records, call recordings, prospect notes and the outputs produced for you under this agreement, and they are yours on termination. We own our training material, QA frameworks, internal playbooks and methodology, and anything we build specifically for your campaign is licensed to you for use during the term. Each party may use anonymised, aggregated performance benchmarks for its own purposes.
8. Personal data
Where we process personal data for you we do so as your processor, on your documented instructions, under confidentiality undertakings and appropriate technical and organisational measures. We notify you of a confirmed personal data breach affecting your data within seventy-two hours, and we return or securely delete your personal data within thirty days of the end of the engagement. If page 1 elects it, our Data Processing Agreement applies and controls over this agreement for personal data. You confirm you have the lawful basis to give us the personal data you provide.
9. Confidentiality
Each party keeps the other’s non-public information confidential and uses it only to perform this agreement. This survives three years after termination, and indefinitely for anything that qualifies as a trade secret. It does not apply to information that is public through no breach, independently developed, lawfully received from a third party, or required to be disclosed by law, provided prompt notice is given where permitted.
10. Non-solicitation
During the term and for twelve months after it ends, you will not directly or indirectly solicit, hire or engage any 2CT operator, employee or contractor who worked on your account, whether directly, through a third party, or through an affiliate or successor. If you do, you will pay a placement fee of fifty percent of that person’s first-year total compensation, with a minimum of USD 25,000, within thirty days of their start date. The parties agree this is a reasonable pre-estimate of loss and not a penalty. This does not apply to someone who responds to a general public advertisement not targeted at our staff.
11. Liability
Neither party is liable for indirect, incidental, consequential, special, punitive or exemplary damages, including lost profits, revenue, data or goodwill. Each party’s total aggregate liability is limited to the fees paid under this agreement in the three months before the event giving rise to the claim. That cap does not apply to your payment obligations, either party’s breach of confidentiality, your indemnity under clause 4, or either party’s gross negligence or wilful misconduct. Except as stated in this agreement, all other warranties are disclaimed to the fullest extent permitted by law.
12. Our people and partners
Operators are our employees or contractors, not yours, and nothing here creates employment, partnership, agency or joint venture. We reference-check, identity-verify and, where lawful, criminal-background-check each operator before assignment, and each signs a confidentiality undertaking covering your data. We may use vetted partners for parts of the services on ten business days notice, we stay responsible for quality, and you may object on reasonable grounds within that period.
13. Force majeure
Neither party is liable for delay caused by events beyond its reasonable control, including Eskom load shedding, grid failure and fibre outages affecting our South African facilities. We maintain backup power, redundant connectivity and backup locations. Payment obligations are not excused. If performance is materially prevented for more than fifteen consecutive business days, either party may terminate on written notice.
14. Publicity
We may use your name and logo as a customer reference only if you elect it on page 1, and never disclose commercial terms. You may withdraw that permission at any time by written notice.
15. Disputes and governing law
This agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-law principles, and the UN Convention on Contracts for the International Sale of Goods does not apply. The parties will first discuss any dispute in good faith for thirty days. 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. Claims above USD 25,000 will be settled by binding arbitration before a single arbitrator under the Commercial Rules of the American Arbitration Association, seated in Sheridan, Wyoming. Each party bears its own costs and waives jury trial and participation in any class or representative action.
16. General
This agreement, together with page 1 and any Data Processing Agreement elected, is the entire agreement between the parties and supersedes all prior proposals and discussions. Amendments must be in writing and signed by both parties. Notices go to the email addresses on page 1, or to sales@2ctsalesco.com for us, and take effect on receipt. Neither party may assign without the other’s consent, except in a merger or a sale of substantially all of its assets, on written notice. If any provision is unenforceable it is narrowed to the minimum extent needed and the rest stands. This agreement may be signed in counterparts and by electronic signature, each of which is an original. Clauses 4, 5, 5A, 7, 8, 9, 10, 11, 15 and 16 survive termination.
2CanTalks LLC, trading as 2CT Sales Co. · 1309 Coffeen Avenue, STE 1200, Sheridan, WY 82801 · EIN 33-2287125 · Questions: sales@2ctsalesco.com.