Riversmeet - General Terms and Conditions
Version: v1.3
Effective date: 29 January 2026
Provider: Riversmeet
Registered address: Riversmeet
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1. Structure of the Agreement and priority
1.1 These Terms apply to all Services supplied by the Provider to the customer named in a Riversmeet Purchase Order (Purchase Order).
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1.2 The binding agreement between the parties (Agreement) consists of: (a) the Purchase Order; (b) any service schedule or other schedule expressly referenced in the Purchase Order (if any); and (c) these Terms.
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1.2A These Terms are incorporated by reference into each Purchase Order. By signing (or otherwise executing) a Purchase Order, the Client agrees to be bound by these Terms without needing to sign these Terms separately.
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1.3 The Riversmeet Key Terms Summary is provided for convenience and information only, is not legally binding, and does not form part of the Agreement unless the Purchase Order expressly states that it is incorporated. The current version of these Terms will be made available at the URL stated in the relevant Purchase Order.
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1.4 If there is any conflict, the documents apply in this order: Purchase Order, any schedules referenced in the Purchase Order, then these Terms.
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1.5 Any terms in any client purchase order, vendor portal, onboarding form, or similar document issued by the Client do not apply unless the Provider expressly agrees in writing.
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2. Definitions and interpretation
2.1 In these Terms:
Activity Standard means any minimum activity expectations stated in the Purchase Order or a schedule, subject to the Client Cooperation Standard and any constraints in the Client's Tools or deliverability environment.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than 50 percent of the voting securities or the ability to direct management and policies.
Business Day means a day other than a Saturday, Sunday, or a public holiday in Dubai, United Arab Emirates.
Client Cooperation Standard means that throughout the term the Client provides and maintains, in a timely manner: Tool access and permissions; a working inbox and sending infrastructure where applicable; calendar access where applicable; clear priorities and list direction; an approval owner; and approvals or responses within two Business Days where reasonably required to progress the Services.
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Client Materials means the Client's data, copy, messaging guidance, lists, product information, training materials, suppression lists, and any content or instructions the Client provides or makes available.
Commencement Date means the date the Services start, as stated in the Purchase Order, or if not stated, the first Business Day after the start conditions stated in the Purchase Order are met and the initial fees are received.
Confidential Information means all non-public information disclosed by a party, including Client Materials, pricing, processes, playbooks, templates, security information, technical information, and business information.
Contractor means any individual resource assigned by the Provider (whether employed by the Provider or engaged as a subcontractor) to perform any part of the Services.
Conversion means any arrangement where the Client or any Affiliate employs, engages, retains, or otherwise obtains services from, directly or indirectly, any Contractor or any Introduced Candidate, including by direct employment, via an Employer of Record, via another intermediary, as a consultant, through the individual's own entity, or through any other structure.
Data Protection Laws means all applicable laws relating to the processing of personal data, including where applicable EU GDPR, UK GDPR, and the UAE Federal Decree Law No. 45 of 2021 on the Protection of Personal Data and its implementing regulations.
Introduced Candidate means any individual whose details are provided to the Client by the Provider and who, as a result, enters into a substantive recruitment or engagement process with the Client, including any interview, assessment, or meeting relating to potential engagement.
Provider Materials means the Provider's pre-existing and independently developed materials and know-how used to deliver the Services, including templates, playbooks, processes, screening methods, scorecards, reporting formats, operational workflows, and management systems.
Services means the services described in the Purchase Order and any schedule referenced in the Purchase Order.
Tools means the systems used to perform the Services, which may include the Client's CRM, inboxes, domains, calendars, sequencing tools, calling tools, LinkedIn or similar platform accounts, and any other systems the Client requires the Provider to use.
Working Window means the time range for coordination and responsiveness stated in the Purchase Order, used for coordination and responsiveness and not time clocking unless expressly agreed.
Written means a written communication sent by email to the notice emails stated in the Purchase Order, and is deemed received on the same Business Day if sent before 5pm Dubai time, otherwise on the next Business Day.
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2.2 Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.
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3. Services model and relationship
3.1 The Provider supplies the Services as a managed services arrangement. The Provider is engaged as an independent contractor.
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3.2 The Agreement is not staffing, employment, secondment, or labour leasing. The Client must not treat any Contractor as an employee or worker of the Client.
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3.3 Nothing in the Agreement creates a partnership, joint venture, or agency relationship between the parties.
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3.4 Contractors and the Provider have no authority to bind the Client and will not enter into contracts on the Client's behalf.
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4. Scope, performance standard, and no outcome guarantee
4.1 The Provider will deliver the Services within the scope, channels, activities, deliverables, hours cap, and Working Window stated in the Purchase Order.
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4.2 The Provider will perform the Services with reasonable skill and care.
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4.3 The Provider does not guarantee meetings, pipeline, revenue, deliverability, conversion rates, or any specific outcomes. The Client acknowledges performance depends on factors including the Client's offer, list quality, domain and inbox health, platform limits, approvals, and responsiveness.
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4.4 Anything not expressly included in scope is out of scope. Out of scope work requires Written approval and may be declined or priced separately.
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4.5 The Client may set priorities and provide product training and direction. The Provider controls delivery process, internal workflows, staffing decisions, substitution, and reporting cadence.
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5. Start conditions and Client responsibilities
5.1 The Services commence only once the Client has provided the access and inputs reasonably required to start delivery, including any start conditions stated in the Purchase Order.
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5.2 The Client must maintain the Client Cooperation Standard throughout the term. The Provider is not responsible for reduced performance or missed timelines caused by the Client's failure to meet the Client Cooperation Standard.
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5.3 The Client is responsible for the accuracy, completeness, and legality of Client Materials and warrants it has the rights required to provide them for the purposes of the Agreement.
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5.4 The Client remains responsible for its commercial decisions, including offer, pricing, claims, targeting, and risk appetite.
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6. Tools, platforms, and third-party dependency risk
6.1 Where the Services are delivered using the Client's Tools, domains, inboxes, accounts, data, or infrastructure, the Client acknowledges that platform rules and enforcement can change at any time; accounts may be restricted, blocked, suspended, rate-limited, or closed; deliverability may vary due to factors outside the Provider's control; and third-party outages or changes may impact the Services.
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6.2 The Provider will use reasonable efforts to comply with applicable platform rules and will follow the Client's documented instructions to the extent lawful and not in material breach of platform rules.
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6.3 The Provider may refuse to perform, or pause, any instruction or activity that the Provider reasonably believes is unlawful, materially breaches platform rules, or creates an unacceptable compliance, reputational, or platform-enforcement risk.
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6.4 The Client must provide individual user accounts for Tool access (no shared passwords) and enable multi-factor authentication where available.
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7. Contractors, substitution, and Contractor treatment
7.1 The Provider may substitute a Contractor where needed for performance, capacity, continuity, availability, or conduct reasons.
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7.2 The Client must not treat any Contractor as an employee. The Client must not add a Contractor to HR systems as an employee, provide employee benefits or paid leave, apply employee policies as if employed, impose employee-style supervision processes, or require time clocking or intrusive surveillance beyond agreed reporting.
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7.3 The Client must not engage, retain, contract with, or pay any Contractor directly. All engagement and payment for the Services are via the Provider unless the Provider expressly agrees otherwise in writing.
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8. Governance, reporting, and issue resolution
8.1 Each party will appoint a primary contact. Governance cadence (check-ins, reporting format, escalation) will be as stated in the Purchase Order.
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8.2 The parties will use reasonable efforts to respond to escalations within two Business Days.
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8.3 If the Client believes the Services are not working, it must notify the Provider in writing with clear examples. The parties will use reasonable efforts to diagnose and resolve issues in good faith.
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9. Compliance, marketing law, and allocation of responsibility
9.1 The Client warrants that Client Materials, prospect lists, targeting instructions, suppression lists, and product or offer claims supplied to the Provider are accurate in all material respects and lawful for the intended outreach.
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9.2 Where outreach is conducted using the Client's Tools, domains, inboxes, accounts, and data, the Client is responsible for ensuring its environment and sending activity is compliant with applicable privacy, marketing, and anti-spam laws, including any required notices, lawful basis, consent standards where applicable, opt-outs, suppression lists, and record keeping that apply to the Client as sender or controller.
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9.3 The Provider will perform the Services with reasonable skill and care and will promptly notify the Client if the Provider reasonably believes an instruction is unlawful, materially breaches platform rules, or creates an unacceptable compliance risk.
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10. Data protection
10.1 Roles. To the extent the Provider processes personal data on behalf of the Client in performing the Services, the Client is the controller and the Provider is the processor. If the Provider conducts any pre-engagement outreach as part of its own marketing activities (not as the Client's agent), the Provider acts as an independent controller for that limited activity.
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10.2 Processing instructions. The Provider will process personal data only on the Client's documented instructions as necessary to deliver the Services, unless required by applicable law.
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10.3 Confidentiality of processing. The Provider will ensure that persons authorised to process personal data (including Contractors and other subprocessors) are subject to confidentiality obligations.
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10.4 Security. The Provider will implement reasonable technical and organisational measures designed to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, taking into account the nature of the processing and the information available to the Provider.
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10.5 Subprocessors. The Client authorises the Provider to use subprocessors (including Contractors) for the Services, provided they are bound by obligations materially similar to those in this section. The Provider remains responsible for the acts and omissions of its subprocessors in relation to this section.
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10.6 International transfers. Where personal data is transferred across borders in connection with the Services, the Client is responsible for ensuring an appropriate transfer mechanism exists under applicable Data Protection Laws for the Client's role as controller. The Provider will provide reasonable assistance where required.
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10.7 Assistance. Taking into account the nature of the processing and the information available to the Provider, the Provider will provide reasonable assistance to the Client to respond to data subject requests and to meet controller obligations under Data Protection Laws.
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10.8 Personal data breaches. The Provider will notify the Client without undue delay after becoming aware of a personal data breach affecting the processing under the Agreement and will provide reasonable information to support the Client's compliance obligations.
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10.9 Deletion and return. On termination or expiry, the Provider will, on request, return or delete personal data processed on the Client's behalf unless retention is required by law or for legitimate internal record keeping, subject to ongoing confidentiality.
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10.10 Audit information. On reasonable prior notice, and not more than once per 12 month period, the Client may request reasonable information from the Provider to demonstrate the Provider's compliance with this section, provided such request does not require disclosure of the Provider's confidential security architecture or other clients' information.
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11. Confidentiality and security
11.1 Each party will keep the other party's Confidential Information confidential, use it only to perform the Agreement, and restrict access to those who need to know and are bound by confidentiality obligations.
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11.2 Confidentiality does not apply to information that is public through no breach, lawfully received from a third party without restriction, or independently developed without reference to the other party's Confidential Information.
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11.3 Each party will implement reasonable security measures. The Client will provide individual user accounts for Tool access and will not require shared passwords. Where available, multi-factor authentication must be enabled.
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11.4 No publicity. Neither party may use the other party's name or logo in marketing without prior Written consent.
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12. Intellectual property and work product
12.1 The Client retains all right, title, and interest in Client Materials.
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12.2 The Provider retains all right, title, and interest in Provider Materials.
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12.3 The Provider grants the Client a perpetual, worldwide, royalty-free licence to use, reproduce, distribute internally, and modify deliverables and work product created for the Client in the course of the Services for the Client's internal business purposes, excluding Provider Materials. This does not transfer ownership of Provider Materials.
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12.4 The Client must not copy, reverse engineer, or repurpose Provider Materials to build a competing service or to run a targeted process designed to replicate the Provider's system.
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13. Conversion, non-circumvention, and non-solicitation
13.1 Direct hire / conversion option. The Client may employ or directly engage a Contractor outside of Riversmeet at any time by: (a) giving Written notice to the Provider before the direct engagement starts (Due Notice); and (b) paying a fixed conversion fee of USD 2,500 in advance of the start date of the direct engagement, unless the Purchase Order expressly states a different conversion fee (in which case the Purchase Order applies).
13.1A Due Notice means not less than seven (7) calendar days' Written notice before the start date of the direct engagement.
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13.1B Circumvention and immediate fee. If the Client or any Affiliate directly employs, engages, retains, or pays a Contractor (or otherwise obtains the Contractor's services) outside of Riversmeet without giving Due Notice and paying the conversion fee in advance, this is a material breach. For the avoidance of doubt, this includes any arrangement where the Contractor performs services for the Client (or an Affiliate) and the payment for those services is not made to the Provider. In that event, an additional fee of USD 10,000 becomes immediately due and payable on demand (in addition to the conversion fee and any other amounts due), together with the Provider's reasonable enforcement costs and interest under clause 14.5, to the extent permitted by law.
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13.2 Unless the Purchase Order states otherwise, the conversion periods are: (a) Contractor: during the term and for 12 months after the last day the Contractor performed Services for the Client; and (b) Introduced Candidate: during the term and for 6 months after the Provider first provided the candidate's details to the Client.
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13.3 The Client may avoid a conversion fee for an Introduced Candidate only if it can demonstrate, with reasonable written evidence, that it had an active, substantive engagement process with that individual before the Provider's introduction.
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13.4 During the term and for 12 months after the last day Services were provided, the Client will not solicit for employment or engagement any employee, subcontractor, or contractor of the Provider who was involved in delivering the Services, except via general public advertising not targeted at such persons.
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13.5 The Client acknowledges breach of this section would cause irreparable harm and the Provider may seek injunctive relief in addition to damages and reasonable enforcement costs, to the extent permitted by law.
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14. Fees and payment
14.1 Fees, billing frequency, and other commercial terms are stated in the Purchase Order.
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14.2 Unless the Purchase Order states otherwise, fees are payable in advance and are due before Services commence for the relevant period. The Provider is not required to commence Services until the applicable upfront payment is received.
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14.3 The Client may not withhold, set off, or deduct any amounts except where required by law.
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14.4 If any amount is overdue, the Provider may suspend Services and reporting and may revoke access until all overdue amounts are paid, without liability to the Client, to the extent permitted by law.
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14.5 Late payment interest. If any amount due under the Agreement is not paid on its due date, interest will accrue on the overdue amount from the due date until payment in full at a rate of ten percent (10%) per month (or, if lower, the maximum rate permitted by applicable law), together with the Provider's reasonable costs of collection and enforcement, to the extent permitted by law.
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15. Termination and notice periods
15.1 The Agreement starts on the date the Purchase Order is signed (or, if later, the Commencement Date stated in the Purchase Order) and continues until terminated in accordance with the Agreement.
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15.2 Termination for convenience. Either party may terminate the Agreement for convenience by giving Written notice.
15.3 Notice period during the first three months. If a party gives notice of termination for convenience during the first three (3) months beginning on the Commencement Date, the notice period is seven (7) calendar days.
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15.4 Notice period after three months. If a party gives notice of termination for convenience after the first three (3) months beginning on the Commencement Date, the notice period is thirty (30) calendar days.
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15.5 Effect of termination. Termination does not affect rights and obligations accrued before the effective termination date. Amounts properly due under the Purchase Order remain payable in accordance with the Purchase Order.
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15.6 Termination for breach. Either party may terminate the Agreement by Written notice if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within 10 Business Days after receiving Written notice requiring remedy.
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15.7 Immediate termination for cause. The Provider may terminate immediately by Written notice if the Client instructs unlawful activity or activity that materially breaches platform rules, if there is a material security risk or misuse of systems, or if there is harassment or abusive conduct towards the Provider's personnel.
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15.8 Offboarding. On termination or expiry, the Client will promptly remove Tool access for the Contractor and the Provider. The parties will cooperate in good faith on clean offboarding, including return or deletion of Client Materials held by the Provider, subject to confidentiality and section 10.
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16. Warranties and disclaimers
16.1 Each party warrants it has authority to enter into the Agreement.
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16.2 Except as expressly stated, the Services are provided as is and the Provider disclaims all implied warranties to the maximum extent permitted by law.
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16.3 The Provider does not warrant results, conversion rates, deliverability, or business outcomes.
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17. Indemnities
17.1 The Client will indemnify and hold harmless the Provider against claims, regulatory actions, investigations, losses, damages, liabilities, and reasonable costs (including legal fees) arising from: (a) Client Materials; (b) the Client's products or services and related claims; (c) the Client's targeting instructions or suppression lists; (d) the Client's breach of Data Protection Laws or marketing and anti-spam laws in the Client's environment; or (e) the Client's breach of the Agreement, except to the extent caused by the Provider's fraud or wilful misconduct.
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17.2 The Provider will promptly notify the Client of any indemnified claim and allow the Client to control defence and settlement, provided the settlement does not impose any admission of liability or obligation on the Provider without the Provider's prior Written consent.
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18. Limitation of liability
18.1 To the maximum extent permitted by law, the Provider is not liable for indirect or consequential losses, including loss of profit, revenue, goodwill, or business.
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18.2 To the maximum extent permitted by law, the Provider's total aggregate liability under or in connection with the Agreement is capped at the amount stated in the Purchase Order. If the Purchase Order does not state a cap, the cap is the fees paid by the Client in the three months preceding the event giving rise to the claim.
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18.3 Nothing limits liability for fraud or wilful misconduct.
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18.4 The liability limits do not apply to the Client's payment obligations, the Client's indemnity obligations, confidentiality and intellectual property obligations, conversion obligations, or reasonable enforcement costs, to the extent such carve-outs are enforceable under applicable law.
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18.5 No claim may be brought more than 12 months after the event giving rise to the claim, except claims relating to unpaid amounts, conversion obligations, or confidentiality breaches.
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19. Force majeure
19.1 Neither party is liable for failure or delay caused by events beyond reasonable control, including third-party tool outages, platform restrictions, deliverability changes, account blocks, infrastructure failures, or changes imposed by third-party platforms.
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20. Governing law and dispute resolution
20.1 Default option. Unless the Client validly elects the UK arbitration option under clause 20.4, the Agreement is governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates.
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20.2 Default arbitration (UAE). Any dispute arising out of or in connection with the Agreement will be finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) under its rules in force when the arbitration is commenced. The seat of arbitration will be the Dubai International Financial Centre (DIFC). The language of the arbitration will be English. The tribunal will consist of one arbitrator, unless DIAC rules require otherwise.
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20.3 Escalation first. Before commencing arbitration, the parties will attempt in good faith to resolve disputes through a management escalation call within 10 Business Days of Written notice of dispute.
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20.4 Client election of UK arbitration option. The Client may elect, for the Agreement, that disputes be resolved by arbitration seated in London, England, under the LCIA Arbitration Rules. To be effective, the Client must give Written notice to the Provider within 10 Business Days after the Commencement Date (Reasonable Election Period). If the Client makes a valid election within the Reasonable Election Period, then for the Agreement: (a) governing law will be the laws of England and Wales; and (b) any dispute arising out of or in connection with the Agreement will be finally resolved by arbitration administered by the London Court of International Arbitration (LCIA) under its rules in force when the arbitration is commenced. The seat of arbitration will be London, England. The language of the arbitration will be English. The tribunal will consist of one arbitrator.
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20.5 Injunctive relief. Nothing prevents either party from seeking urgent injunctive or equitable relief in relation to confidentiality, intellectual property, or conversion obligations.
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21. General
21.1 Entire agreement. The Agreement is the entire agreement and supersedes all prior discussions.
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21.2 Amendments must be in writing and signed by both parties.
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21.3 Assignment. The Client may not assign, transfer, or novate the Agreement without the Provider's prior Written consent. The Provider may assign the Agreement to an Affiliate on Written notice to the Client.
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21.4 Severability. If any provision is invalid or unenforceable, the remainder remains effective.
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21.5 Waiver. A failure or delay in exercising any right is not a waiver.
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21.6 Notices. Notices must be sent by email to the notice emails stated in the Purchase Order and are deemed received in accordance with the definition of Written.
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21.7 Counterparts and electronic signatures. The Agreement may be signed electronically and in counterparts.