1) Who we are
These Terms & Conditions (“Terms”) govern your access to and use of services provided by Xcelerist (“Xcelerist,” “we,” “us,” or “our”), a GTM engineering and strategy consultancy. Address: 5 Penn Plaza, 14th Floor, New York, NY 10001, US.
By accessing our website (https://xcelerist.com) or engaging our services, you agree to these Terms. If you are using our services on behalf of a company, you represent that you are authorized to accept these Terms for that company.
Contact: legal@xcelerist.com (general legal), billing@xcelerist.com (billing), hello@xcelerist.com (sales/support).
2) Scope of services
We provide GTM (go-to-market) engineering and strategy services, including but not limited to: funnel and pipeline design, data enrichment, RevOps architecture, outbound and lifecycle automation, analytics instrumentation, experimentation, and implementation/ enablement across third-party tools (e.g., Clay.com, CRM/marketing automation, data providers, CDPs, messaging platforms).
Deliverables may include advisory memos, playbooks, designs, dashboards, automations, connectors, scripts, and configuration of third-party tools in your environment.
3) Engagement model
- Advisory/consulting hours (time & materials), fixed-fee projects, and/or retainersare defined in your order form, SOW, or email confirmation (each, an “Order”).
- Kickoff occurs upon written confirmation and initial payment (if applicable).
- Change requests that affect scope, timeline, or cost require mutual written approval.
4) Your responsibilities
- Provide timely access to stakeholders, systems, and accurate information.
- Maintain valid licenses for any third-party tools (e.g., Clay.com) and pay associated fees directly unless otherwise agreed in writing.
- Ensure any leads, lists, or data you provide were collected and can be processed in compliance with applicable laws (e.g., CAN-SPAM, CASL, GDPR/UK-GDPR, CPRA, ePrivacy).
- Keep backups of your systems and data. We are not responsible for pre-existing defects or data loss in your environment.
5) Third-party tools & data providers
We frequently integrate with third-party platforms and data providers you select. Those services are governed by their own terms and privacy policies. We do not control or guarantee their availability, performance, pricing, data accuracy, or compliance. Any changes, outages, or policy shifts by third parties are outside our control and may affect timelines or outcomes.
6) Fees, expenses, and taxes
- You agree to pay fees as set forth in your Order. Unless otherwise stated, invoices are due Net 14 days. Late amounts may accrue 1.5% per month (or the maximum allowed by law).
- Reasonable, pre-approved out-of-pocket expenses (e.g., travel) are billable.
- Fees are exclusive of taxes. You are responsible for all applicable taxes other than our income taxes.
7) Scheduling, rescheduling, and no-shows
You may reschedule sessions with ≥24 hours’ notice at no charge (one free reschedule per session). Sessions canceled with <24 hours’ notice or no-shows may be forfeited or billed in full.
8) Intellectual property
- Your Materials. You retain ownership of content, data, and trademarks you provide. You grant us a limited license to use them solely to perform the services.
- Our Tools/Know-how. We retain ownership of our pre-existing and generic frameworks, scripts, templates, methods, and know-how.
- Deliverables. Upon full payment, you receive a worldwide, perpetual, non-exclusive license to use the deliverables for your internal business purposes. If your Order states that deliverables are “work made for hire” or assigns IP, that Order controls.
- We may reuse generalized learnings and de-identified patterns.
9) Confidentiality
Each party will protect the other’s non-public information with reasonable care and use it only to perform or receive the services. Exceptions apply for information that is public, independently developed, or rightfully obtained from a third party. If legally required to disclose, a party will provide prompt notice (where lawful).
10) Data protection & outreach compliance
We act as an independent controller or a processor depending on the engagement. If needed, a Data Processing Addendum (DPA) will govern processor relationships. You are responsible for lawful outreach and marketing practices, including consent management, suppression lists, opt-outs, honoring GPC signals where applicable, and domain/warm-up hygiene.
11) AI, automation, and experimental features
We may use automation, APIs, and AI/ML tools to implement or accelerate workflows you approve. You are responsible for final human review of outreach or content prior to sending. Experimental or beta features are provided “as is” with no warranties.
12) Publicity
With your prior written consent (email is sufficient), we may reference your name and logo as a customer and describe the engagement at a high level. You may revoke consent at any time.
13) Warranties & disclaimers
We warrant that we will perform services in a professional and workmanlike manner. Except as expressly stated, the services and deliverables are provided “AS IS.” We do not warrant outcomes (e.g., revenue, response, conversion, or deliverability results) or third-party services.
14) Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, nor for lost profits, revenue, goodwill, or data, even if advised of the possibility. Except for payment obligations, misuse of IP, or breach of confidentiality, each party’s aggregate liability under these Terms will not exceed the fees paid or payable to us for the three (3) months preceding the event giving rise to liability.
15) Indemnification
You will indemnify and hold us harmless from claims arising out of (a) your content or data; (b) your unlawful outreach or failure to obtain necessary consents; or (c) your breach of these Terms. We will indemnify you against third-party claims alleging that our deliverables (as provided by us) infringe a U.S. intellectual property right, except to the extent caused by your modifications, combinations, or instructions.
16) Term, termination, and suspension
These Terms apply while you use our website or services. Either party may terminate an Order for cause if the other party materially breaches and fails to cure within 15 days of notice. We may suspend work for non-payment. Upon termination, you will pay for services performed and approved expenses incurred through the effective date. Sections intended to survive (e.g., fees, confidentiality, IP, warranties, liability, indemnities, governing law) will survive.
17) Export, sanctions, and anti-corruption
You represent that you are not on any U.S. or other government sanctions list and will not use the services in violation of export controls. Each party will comply with applicable anti-bribery and anti-corruption laws.
18) Independent contractor
We perform as an independent contractor; no partnership, joint venture, franchise, or employment relationship is created.
19) Governing law; venue
These Terms and any dispute arising out of them are governed by the laws of the State of New York, without regard to conflict of laws rules. Exclusive jurisdiction and venue lie in the state or federal courts located in New York County, New York.
20) Changes to these Terms
We may update these Terms from time to time. Material changes will be indicated by updating the “Last updated” date above. Continued use constitutes acceptance.
21) Entire agreement
These Terms, together with your Order(s) and any DPA, constitute the entire agreement and supersede prior proposals and understandings on the subject matter.