Terms of Service

01Acceptance of these terms

By using our services, creating an account, signing a Client Services Agreement, or submitting payment, you agree to be bound by these Terms of Service and our Privacy Policy.

You confirm that you are at least 18 years old, that you are acting in the course of a business and not as a consumer, and that you are authorised to enter into binding agreements on behalf of the entity you represent.

Where you have signed a Client Services Agreement ("CSA"), that agreement takes precedence over these Terms in respect of the specific commercial matters it records — charges, volumes, qualification criteria, delivery periods, territory and term. These Terms take precedence in respect of all other matters, including liability, remedies, warranties, indemnities and dispute resolution.

No terms put forward by you — in a purchase order, counter-offer, email or otherwise — form part of any agreement between us unless expressly accepted by us in writing signed by a director.

JTM Empire LLC is a limited liability company owned and operated by JTM Empire Ltd and acts solely as our payment processing agent. Payment made to JTM Empire LLC discharges your payment obligation to us in full. JTM Empire LLC assumes no independent obligation or liability to you.

02Definitions

03The services

We provide marketing and appointment generation services. The specific scope, deliverables, volumes, fees and duration applicable to you are set out in your CSA or written proposal.

We are a marketing services provider only. We are not an insurance carrier, an IMO or FMO, a broker-dealer, or a registered investment adviser. We do not provide insurance, financial, tax or legal advice, and we take no commission, override or compensation on any policy or contract you write.

We determine in our sole discretion the advertising channels, creative, targeting, funnels, brands, technology and personnel used to deliver the Services. Nothing obliges us to use any particular method, platform, brand or asset, or to continue using one we have used before.

We may sub-contract or delegate any part of the Services without notice to you. We remain responsible for their performance.

Any specification, timeline, forecast, volume estimate or methodology described to you before or during the engagement is indicative only and does not form part of any agreement between us.

04Qualification and delivery

4.1Prospects complete an online questionnaire operated by us, in which they select answers against the Qualification Criteria. We may, at our discretion and where the engagement provides for it, additionally contact Prospects by telephone on a recorded line to confirm those answers. A Qualifying Response given by either method satisfies the relevant Qualification Criterion.

4.2An Appointment is a Qualified Shown Appointment, and one Credit is consumed, where all of the following apply:

• the Prospect attended for not less than the minimum duration stated in your CSA;
• the Prospect gave a Qualifying Response against each Qualification Criterion before the Appointment was booked; and
• the Prospect was introduced to you exclusively.

4.3We do not verify what a Prospect tells us. The Qualification Criteria are satisfied by the Prospect's own Qualifying Response. A Prospect's selection of an answer in our questionnaire is conclusive evidence, as between us and you, that the corresponding criterion is satisfied. We give no warranty, representation or undertaking as to the truth or accuracy of any answer or statement given by a Prospect concerning their assets, age, intentions or circumstances. You acknowledge that we have no means of independently verifying a Prospect's financial position and that you do not rely on us to do so.

4.4We will use reasonable endeavours to deliver your Credits within the Delivery Period. Delivery Periods are targets, not conditions, and time is not of the essence.

4.5Delivery volume depends on advertising performance, platform behaviour, Prospect availability, your calendar availability, your Qualification Criteria, seasonality and market conditions. Narrower criteria mean slower delivery. Tightening your criteria after go-live extends the Delivery Period accordingly.

4.6Appointments delivered in excess of your Credit balance are provided gratuitously, create no entitlement, and may be discontinued at any time.

05Credits, disputes and your sole remedy

5.1A Credit is reinstated in full where the Prospect did not attend, attended for less than the minimum duration, or where our records show they did not give a Qualifying Response against every Qualification Criterion.

5.2You must notify us of any such claim within three (3) business days of the Appointment. Any Appointment not disputed within that period is irrevocably deemed accepted, the Credit is deemed consumed, and no claim may afterwards be brought in respect of it.

5.3We will review our record of the Prospect's questionnaire submission and, where one exists, the recording of the qualification call. Those records are determinative and our decision is final. We will notify our decision within two (2) business days.

5.4Reinstatement of a Credit is your sole and exclusive remedy in respect of any Appointment that does not meet the definition of a Qualified Shown Appointment, and in respect of any Prospect who is unresponsive, unsuitable, uninterested, misdescribed, or who does not proceed to purchase.

5.5No refund is payable in respect of a reinstated Credit. Reinstated Credits are added to your balance and delivered in the ordinary course.

5.6For the avoidance of doubt, none of the following gives rise to any claim, credit, refund or remedy:

• a Prospect who attends but does not purchase
• a Prospect whose stated position later proves inaccurate
• a Prospect who cannot be contacted after the Appointment
• a Prospect unsuitable for any product you offer
• dissatisfaction with the quality, tone, engagement or outcome of any Appointment
• your own close rate, follow-up, capacity, licensing or availability

06Your responsibilities

You warrant, represent and undertake on a continuing basis that you will:

• Hold and maintain all licences, appointments, registrations and contracts required to sell what you sell, in every territory you operate in, and notify us immediately of any lapse, suspension, restriction, investigation or disciplinary action
• Contact and handle every Prospect lawfully, including compliance with the TCPA, TSR, Do Not Call rules, state telemarketing law, UK GDPR, PECR and any other applicable regulation
• Comply with the compliance requirements of your own carriers, regulators, IMOs, FMOs and principals, including all suitability, best-interest, advertising and recording rules
• Attend all Appointments booked for you, or give not less than 24 hours' notice of cancellation
• Maintain calendar availability sufficient to accept the volume stated in your CSA
• Where your CSA provides for customer-funded advertising, maintain the agreed minimum spend throughout the Delivery Period and until any outstanding Credit balance is delivered
• Provide accurate information to us, including your licensed territories and Qualification Criteria, and cooperate reasonably during onboarding and delivery
• Use Prospect data solely to service that Prospect, and not record, copy, resell, share, redistribute or repurpose it for any other purpose
• Conduct yourself professionally and not act in any way that brings us, our brands or our Prospects into disrepute

You are solely responsible for what you say to Prospects and for the products you recommend.

We are not liable for any delay, shortfall, underperformance or non-delivery caused wholly or partly by your act or omission. Where any such act or omission occurs, the Delivery Period is extended by the period of the resulting disruption and we may suspend delivery without liability.

07Fees, payment and refunds

Fees are as stated in your CSA. Unless expressly agreed in writing, fees are payable in advance. All sums are exclusive of any applicable taxes.

Refunds

Fees are non-refundable. Because our services are performed and delivered as soon as work begins, fees are non-refundable once the corresponding work has been performed. In particular, we do not offer refunds on the basis of:

• Subjective dissatisfaction with results
• The responsiveness, behaviour or purchasing decisions of any Prospect or Appointment
• Your own sales performance, capacity, availability or follow-up
• A change in your business circumstances or priorities

Nothing in this clause limits any specific replacement, credit or guarantee expressly set out in your CSA, or any right you have under applicable law which cannot lawfully be excluded.

Billing

You authorise us, and JTM Empire LLC as our payment processing agent, to charge the payment method you provide for all sums falling due, including recurring charges and Credit top-ups where your CSA provides for them. You must keep a valid payment method on file throughout the engagement.

Where a payment fails we may re-present it, suspend the Services immediately, and charge you any fee we incur as a result.

Late payment

Interest accrues on overdue sums at 4% above the Bank of England base rate, or the maximum permitted by law if lower, from the due date until payment. You shall also pay all costs we incur in recovering overdue sums, including collection agency and legal costs on a full indemnity basis. We may withhold delivery while any sum is overdue, and the Delivery Period is extended accordingly.

No set-off

You must pay all sums in full without any deduction, withholding, counterclaim or set-off. You may not withhold payment on the basis of any dispute, claim or alleged breach.

Advertising spend

Advertising spend funded by you is a cost of the campaign and not a fee for the Services. It is not refundable and is excluded from any liability cap calculation.

Cancellation

Cancellation requires not less than two (2) working days' written notice before the next billing date. Cancellation prevents future renewals only and does not affect charges already incurred or Credits already purchased.

08Chargebacks and reversals

Chargebacks and payment reversals are strictly prohibited.

If you dispute a charge, you must contact us first in writing and allow us not fewer than ten (10) business days to resolve it. Raising a chargeback without first doing so is a material breach of these Terms.

You acknowledge that a chargeback or reversal causes us material operational harm, including disruption to payment processing, increased fraud scoring, potential account restrictions, and adverse effects on billing continuity for our other clients.

Where a chargeback or reversal is raised in breach of this clause, you shall pay us the liquidated damages sum stated in your CSA, together with all costs we incur in responding to and recovering the disputed amount, including administrative time, processor fees, collection costs and legal costs on a full indemnity basis. The parties agree that we have a legitimate interest in enforcing performance of this clause and that the sum is not out of all proportion to that interest.

We may immediately suspend or terminate all Services and forfeit any remaining Credit balance on the initiation of any chargeback.

09Term, suspension and termination

The engagement continues for the term stated in your CSA and renews automatically unless cancelled in accordance with clause 7.

We may suspend or terminate the Services immediately, without liability and without refund, where:

• you breach these Terms or your CSA
• any sum is overdue
• you initiate a chargeback
• any licence or authorisation of yours lapses or is restricted
• you become insolvent, enter any insolvency procedure or cease to trade
• you act abusively toward our staff or contractors
• you act in a way we reasonably consider damaging to us, our brands, our Prospects or our platform accounts
• we reasonably consider continued supply to present regulatory, reputational or platform risk to us

We may terminate any engagement on thirty (30) days' written notice for any reason or no reason. On such termination we will refund the pro-rata value of undelivered Credits, and that refund is your sole remedy.

On termination, fees for work already performed remain payable and your licence to use our materials ends immediately.

Clauses 3, 4.3, 5, 6, 7, 8, 10, 11, 12, 13, 15, 16, 17, 18, 20 and 22 survive termination.

10Intellectual property

All content, creative, scripts, systems, processes, funnels, data models, scoring methodology, documentation, know-how, materials and platforms we produce or provide remain the exclusive property of JTM Empire Ltd.

You are granted a limited, revocable, non-transferable, non-exclusive licence to use them for your own business during the term of your agreement, and for no other purpose.

You may not copy, resell, sublicense, reverse engineer or reproduce our materials, or use them to build or assist a competing service.

You grant us a perpetual, worldwide, royalty-free licence to use your name, business name, logo, and any results, figures, testimonials or feedback arising from the engagement for marketing, promotional and educational purposes. Information you have designated confidential in writing is excluded. This licence survives termination.

11Confidentiality

Each party will keep confidential any non-public information disclosed by the other, use it only for the purpose of the engagement, and protect it with at least reasonable care. This obligation continues for three years after the engagement ends.

It does not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed by law.

Our pricing, methodology, funnels, creative, scoring logic and operational processes are our confidential information. You shall not disclose them to any third party at any time, including any competitor of ours, any IMO, FMO or carrier.

12Non-solicitation and non-circumvention

During the engagement and for twelve (12) months afterwards, you shall not, directly or indirectly:

• Solicit, employ or engage any employee, contractor, setter, closer or supplier of ours with whom you had contact through the engagement
• Approach any consumer brand, advertising partner, technology provider or supplier of ours, whose identity you learned through the engagement, for the purpose of replicating or replacing the Services
• Continue to market to, or contact for new business, any Prospect introduced by us, other than to service that Prospect in the ordinary course of the relationship established through the Appointment

You acknowledge these restrictions are reasonable and necessary to protect our legitimate business interests.

13Data protection and compliance

We obtain consent from each Prospect to be contacted before passing their data to you, and retain evidence of that consent.

You are solely responsible for your own compliance with all laws governing your contact with, and advice to, Prospects, including all telemarketing, do-not-call, recording, consent and suitability requirements.

We retain each Prospect's questionnaire submission, and where a qualification call takes place we record it and retain the recording, for the period stated in your CSA. We may use these records for training, quality assurance and dispute resolution.

Each party shall comply with applicable data protection law in respect of personal data.

14SMS messaging disclosure

By submitting your phone number, you agree to receive marketing and promotional SMS messages from Impression Empire. Message frequency varies. Message and data rates may apply. Reply STOP to unsubscribe, HELP for help.

Consent to receive text messages is not a condition of purchase, and your mobile number will never be shared or sold to third parties for marketing purposes. See our Privacy Policy for full detail.

15No guarantee of results, and no reliance

Except for any guarantee expressly written into your CSA, we make no representation or warranty as to results. We do not guarantee any particular number of sales, appointments, conversions, revenue or income, nor any closing rate, show rate or return.

Conversion of an Appointment into business depends entirely on your own skill, process, product, licensing, timing and conduct, all of which are outside our control.

You confirm that you have not entered into any agreement with us in reliance on any statement, representation, assurance or warranty that is not expressly set out in your CSA or these Terms.

16Disclaimer of warranties

To the fullest extent permitted by law, our services are provided "as is" and "as available". We do not warrant that the services will be uninterrupted or error-free, or that any lead or Appointment will convert.

All warranties, conditions and terms implied by statute or common law are excluded to the extent permitted by law.

We are not liable for any act, omission, default or performance of any advertising platform, payment processor, software provider, carrier, IMO, FMO or other third party.

17Limitation of liability

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

Subject to that, and to the fullest extent permitted by law:

We are not liable for:

• Loss of profit, revenue, commission, business, contracts or anticipated savings
• Loss of opportunity, goodwill or reputation
• Loss or corruption of data
• Loss arising from any regulatory action, investigation, fine, sanction or licence restriction affecting you
• Loss arising from any complaint, claim or action brought by any Prospect
• Any indirect or consequential loss of any kind

in each case however arising and whether or not foreseeable.

Time limit for claims. No claim may be brought against us unless written notice of it is given to us within six (6) months of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. Any claim not notified within that period is irrevocably barred.

Each limitation in this clause operates separately. If any is held unenforceable, the remainder continue to apply.

18Indemnity

You agree to indemnify and hold harmless Impression Empire, JTM Empire Ltd, JTM Empire LLC and their officers, directors, employees and contractors against any claim, demand, liability, loss, fine, penalty or expense, including legal fees on a full indemnity basis, arising from:

• Your use of the services
• Your breach of these Terms or your CSA
• Your breach of any applicable law or regulation, including the TCPA, TSR, Do Not Call rules, state telemarketing law, UK GDPR or PECR
• Any advice given, recommendation made or product sold by you to any Prospect
• Any dispute, complaint, claim, investigation or action brought by any Prospect, customer, regulator, carrier, IMO or FMO in connection with your conduct
• Any misuse by you of Prospect data

19Force majeure and platform risk

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, civil unrest, industrial action, platform or network outages, changes in advertising platform policy, or government action.

20Disputes and no disparagement

If a dispute arises, you agree to raise it with us in writing first and to allow 30 days for us to attempt a good faith resolution before commencing proceedings. This does not prevent either party from seeking urgent injunctive relief.

You shall not, during that period or at any time, make or publish any disparaging statement about us, our brands, our staff or our services, whether publicly, on any review platform or social network, or to any carrier, IMO, FMO, regulator or industry body, without first following the process in this clause.

21Changes to these terms

We may amend these Terms from time to time by publishing an updated version at this address.

Changes take effect on publication for new engagements, and thirty (30) days after publication for existing engagements. Your continued use of the Services after that date constitutes acceptance. Where you do not accept an amendment, your sole remedy is to cancel in accordance with clause 7.

22General

• These Terms, together with any CSA and our Privacy Policy, form the entire agreement between us and supersede all prior discussions, proposals, presentations, correspondence and understandings, whether written or oral
• No verbal promise or prior communication modifies these Terms
• If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed. The remainder continues in force
• A failure or delay in enforcing a right is not a waiver of it
• You may not assign, transfer or sub-contract any right or obligation without our written consent. We may assign, transfer or sub-contract freely
• Nothing creates any partnership, joint venture, agency or employment relationship between us
• A person who is not a party has no right to enforce any term under the Contracts (Rights of Third Parties) Act 1999, save that JTM Empire LLC may enforce clause 1
• Notices must be in writing and sent to the email address on your CSA, and are deemed given on the next business day after sending

23Governing law and jurisdiction

These Terms and any dispute arising out of them, whether contractual or non-contractual, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, and both parties submit to that jurisdiction.

24Contact

JTM Empire Ltd (trading as Impression Empire, IE Marketing and Retire Ranger)
71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom
Email: [email protected]