Terms of Service

1. Operator, Scope and Acceptance

These Terms of Service govern access to and use of the UHNWI Direct website, customer account, audience-selection tools, campaign-management system, recipient-review functionality, correspondence-routing services, digital-content distribution services, reporting environment, payment processes and any related services supplied by UHNWI data, operating under the business name UHNWI Data.

UHNWI Direct is a specialist division and service operated by UHNWI Data. References in these Terms to “UHNWI Data,” “UHNWI Direct,” “we,” “us,” or “our” refer to the legal entity identified above. References to “Customer,” “you,” or “your” refer to the business, company, partnership, organisation, institution, professional or authorised representative purchasing or using the Services.

Our address for legal notices is:

UHNWI Data / UHNWI Direct 55 Broadway New York, NY 10006 United States

Our legal notice email address is:

legal@uhnwidata.com

By expressly accepting these Terms when placing an Order or purchasing additional Services, the Customer agrees to these Terms and the applicable Order Confirmation. The Privacy Policy and Cookie Policy explain our data practices; acknowledging a privacy notice is not, by itself, consent to optional processing.

These Terms constitute a legally binding commercial agreement. If the Customer does not agree to these Terms, it must not place an Order, submit Customer Content, access a Recipient List or use the Services.

2. Business-to-Business Service Only

The Services are offered exclusively for business, commercial, professional, entrepreneurial, institutional, investment, charitable or organisational purposes. They are not offered for personal, family or household use.

By accepting these Terms, the Customer represents and warrants that it is acting in the course of a trade, business, profession or organisational activity; that it is not contracting as a consumer; that the individual accepting these Terms is at least eighteen years old; and that such individual has full authority to bind the Customer identified in the Order.

Where an individual creates an Account or places an Order on behalf of a company or other organisation, that individual represents that the organisation has authorised the transaction. If the individual lacks sufficient authority, the individual may be personally responsible for obligations arising from the unauthorised Order to the extent permitted by law.

We may request reasonable evidence of company identity, authority, beneficial ownership, billing information, regulatory status or intended use before accepting or performing an Order. We may decline, suspend or cancel an Order if satisfactory information is not provided.

3. Definitions

For the purposes of these Terms, the following definitions apply.

An “Account” means the authenticated customer environment through which the Customer may review Orders, examine proposed Recipients, request replacements, submit or approve Customer Content, monitor Campaign progress, receive reports and access other available functions.

A “Campaign” means one managed distribution of approved Customer Content to a Confirmed Recipient List, together with a Follow-Up where that option has been purchased.

A “Campaign Lock” occurs when the Customer expressly confirms the Recipient List for the relevant prepaid Campaign. Saving a group of replacements locks those replaced positions for that review round, but does not confirm the remaining list. Browsing, elapsed time or internal preparation alone does not constitute list confirmation.

A “Confirmed Recipient List” means the Recipient List expressly confirmed by the Customer for a particular prepaid Campaign, subject only to the service-initiated replacement process in Section 11.

A “Contact Route” means an email address attributed to the named Recipient under the research and quality standard in Section 12: primarily the person’s individual corporate or business email address, with the limited personal-address exception described there.

“Customer Content” means any text, HTML, image, document, attachment, hyperlink, sender identity, company information, offer, statement, file, instruction or other digital material supplied, commissioned, approved or authorised by the Customer for distribution.

A “Delivery Attempt” occurs when UHNWI Direct transmits approved Customer Content through a selected Contact Route. A Delivery Attempt does not mean or guarantee that the message has entered a primary inbox, avoided filtering, been opened, been read by the intended Recipient, been forwarded internally or resulted in a response.

A “Follow-Up” means an optional plain-text follow-up message sent, where technically practicable, within the same communication thread as the initial correspondence.

An “Inquiry” means a Recipient response that, in UHNWI Direct’s reasonable assessment, substantively requests information, documentation, pricing, details, a proposal, a meeting, further discussion or another identifiable continuation of the specific communication.

An “Order” means a purchase submitted through the website, Account, payment link, invoice, written agreement or other approved ordering method.

An “Order Confirmation” means the electronic or written record confirming the audience configuration, number of Recipients, number of Campaigns, Follow-Up option, applicable fees, estimated duration and any additional Order-specific conditions.

A “Recipient” means a person selected for a Campaign from UHNWI Data’s internal research environment.

A “Recipient List” means the restricted list of proposed Recipients made available to the Customer for Campaign review after payment.

The “Response Monitoring Period” means the period during which UHNWI Direct monitors and forwards qualifying Inquiries. Unless the Order Confirmation states otherwise, the Response Monitoring Period is ninety calendar days following the final Delivery Attempt in the relevant Campaign.

A “Sending Day” means a day on which UHNWI Direct performs Campaign sending operations. A Sending Day is not necessarily identical to a calendar day or business day and may exclude weekends, public holidays, provider outages, security interruptions, compliance pauses or days on which sending is operationally inadvisable.

The “Services” means the audience-selection, Campaign preparation, correspondence routing, manual distribution, Follow-Up, reporting, recipient-review, inquiry-forwarding, payment, account, research and related services offered by UHNWI Direct.

4. Standard Campaign Sequence

Unless an Order Confirmation provides otherwise, a Campaign follows the following operational sequence.

The Customer first selects its targeting criteria and configures the number of Recipients, the Follow-Up option and the number of Campaigns. The website displays the applicable price and estimated duration. The Customer then completes payment and creates or accesses its Account.

After payment, UHNWI Direct makes the proposed Recipient List available within the Account. The Customer may review the limited Recipient information presented and request permitted replacements. After the Recipient List is confirmed, the Customer creates or completes the Campaign, supplies or commissions the Customer Content, selects the Sender Identification and approves the final materials.

Once Campaign Lock occurs, UHNWI Direct prepares and administers the sending process. Campaign progress and available reporting information are then displayed through the Account. Qualifying Inquiries received during the Response Monitoring Period are forwarded to the Customer’s designated email address.

5. Nature of the Services

UHNWI Direct provides a managed system for configuring audiences and routing digital correspondence from a Customer to selected Recipients. The Services may support the distribution of plain text, HTML, images, documents, attachments, hyperlinks and other lawful digital content accepted by UHNWI Direct.

The Customer selects its intended audience using the targeting criteria made available through the website or Account. UHNWI Direct prepares a proposed Recipient List drawn from its internal wealth-intelligence research environment and, following payment and confirmation, manually administers the sending process.

UHNWI Direct provides managed correspondence distribution. It is not an open people-search service, downloadable contact directory, mailing-list seller, investment intermediary, broker, adviser or representative authorised to bind either the Customer or a Recipient. Each party remains responsible for the legal obligations applicable to its own activities.

The Customer is the substantive originator of the Customer Content and remains responsible for the purpose, substance, claims, offers and legality of the communication. UHNWI Direct’s role is limited to preparing and transmitting approved Customer Content, administering the Campaign, processing Recipient reactions and forwarding qualifying Inquiries.

No partnership, joint venture, employment, fiduciary, brokerage, advisory or general agency relationship is created between UHNWI Direct and the Customer.

UHNWI Direct may include or preserve routing, privacy, service, security, compliance or opt-out identification within a communication where reasonably necessary to satisfy applicable law, protect infrastructure, administer Recipient preferences or preserve UHNWI Data’s legitimate interests.

6. No Sale or Transfer of Hidden Contact Information

The Customer purchases a managed audience-configuration and correspondence-distribution service. The Customer does not purchase, acquire, rent or license a database of Recipient email addresses, telephone numbers, physical addresses or private communication channels.

UHNWI Direct does not make operational Contact Routes available through the public website or Customer Account, does not provide downloadable contact lists, does not provide unrestricted access to underlying email addresses and does not provide an API through which Recipient contact information may be extracted.

After payment, the Customer may receive restricted and non-exportable access to limited identifying and professional information solely for the purpose of reviewing and refining the purchased Campaign. Such access does not transfer ownership of the underlying information and does not authorise the Customer to contact Recipients independently, reproduce the Recipient List, enrich another database, create a competing database, publish the list, sell it, license it, disclose it, scrape it or use it outside the purchased Campaign.

Where a Recipient voluntarily replies and requests or accepts continuation of the specific conversation, the original response and the contact information voluntarily contained in it may be forwarded to the Customer. Such forwarding forms part of the correspondence-routing service and is not the sale of a hidden Contact Route or downloadable contact record.

7. Orders, Pricing and Formation of Contract

The Customer configures an Order by selecting the available targeting criteria, number of Recipients, Follow-Up option, number of Campaigns and any additional Services.

Initial Campaign pricing is calculated using the progressive pricing methodology displayed through the website at the time the Order is submitted. Where multiple Campaigns are purchased, the campaign-volume discount shown at checkout applies only to the initial-outreach component unless the Order Confirmation expressly states otherwise.

The Follow-Up is charged separately for every Recipient in every Campaign for which it is selected. Unless another price is expressly displayed and accepted at checkout, the Follow-Up price is US$1 per Recipient per Campaign. The Follow-Up component does not receive the multiple-Campaign volume discount.

The total price displayed immediately before payment, together with applicable taxes, transaction charges, optional creative fees and any specifically accepted additional fees, forms the price of the Order.

A promotional code is subject to the conditions displayed at checkout and is redeemed once across the code as a whole. Unless expressly stated otherwise, its discount applies to the initial-outreach price after the applicable volume discount; Follow-Up charges remain undiscounted. Budget-based suggestions do not remove a selected Follow-Up without the Customer choosing that alternative.

An online Order is accepted when payment is confirmed and the Order is recorded as paid. A pending checkout is not a confirmed purchase. Any separately negotiated ordering arrangement must be recorded in writing.

Website calculations, preliminary audience counts, estimated durations and availability indicators are provided for ordering convenience. If a material pricing error, currency error, duplicate transaction, database inconsistency, technical malfunction or obviously incorrect calculation is identified before Campaign Lock, UHNWI Direct may correct the error, issue a revised Order Confirmation, request the difference, reduce the scope or cancel and refund the affected Order.

UHNWI Direct is not required to honour a price, discount, quantity or calculation that is manifestly erroneous or that resulted from manipulation, unauthorised access, technical malfunction or misuse of the website.

8. Account Registration and Security

Access to Recipient review, Campaign administration, reporting, Customer Content submission and post-payment functionality may require an Account.

The Customer must provide accurate and current registration information and must protect all passwords, magic links, authentication credentials, devices, browser sessions and authorised-user access.

The Customer is responsible for activity conducted through its Account unless that activity results directly from UHNWI Direct’s failure to apply reasonable security controls. The Customer must notify UHNWI Direct promptly of suspected unauthorised access, credential compromise, personnel changes or misuse.

Account access may not be shared outside the Customer’s organisation without prior written approval. UHNWI Direct may suspend sessions, require re-authentication, limit authorised users or disable an Account if it detects credential sharing, scraping, automated extraction, attempted circumvention, abnormal request activity, security threats or conduct inconsistent with these Terms.

9. Verification, Sanctions and Lawful Use

UHNWI Direct may request identity, company, authority, beneficial-ownership, regulatory, source-of-funds or business-purpose information where reasonably necessary to protect the Services, satisfy payment-provider requirements, comply with law or assess operational risk.

The Customer represents that neither it nor, to its knowledge, any person controlling it is subject to sanctions or restrictions that would make the provision of the Services unlawful. The Customer must not use the Services to evade sanctions, export controls, court orders, regulatory restrictions or other applicable law.

UHNWI Direct may reject, suspend or cancel an Order involving a sanctioned person, restricted jurisdiction, prohibited transaction, materially misleading identity, unexplained payment, unlawful purpose or unacceptable legal or reputational risk.

Where an Order cannot proceed because the Customer supplied inaccurate information, concealed a material fact or proposed an unlawful or prohibited use, the Customer is not entitled to a refund except to the extent mandatory law requires otherwise.

10. Audience Targeting and Availability

The Customer determines its desired audience by using the targeting controls made available through the Service. Available criteria may include wealth category, country, approximate age range, gender, professional information or other criteria approved by UHNWI Direct.

The Customer is responsible for ensuring that its selection and intended use of the selected characteristics are lawful and appropriate in all relevant jurisdictions. Availability of a targeting option within the interface does not constitute legal advice or confirmation that every use of that option is lawful.

Audience counts are based on information available in UHNWI Data’s systems at the time of calculation and may change as records are added, corrected, suppressed, removed, reclassified or temporarily made unavailable.

Wealth classifications, residence, age bands, professional affiliations, asset associations and other research categories may involve estimates, analytical judgement, public reporting or classifications generated internally by UHNWI Data. They are not represented as formal legal, accounting, tax, credit, ownership or financial determinations.

A Recipient may be removed because of death, incapacity, sanctions restrictions, prior objection, suppression status, duplication, lack of a usable Contact Route, changed professional circumstances, legal risk, technical risk or another reasonable operational or compliance consideration.

If sufficient eligible recipients are unavailable within the selected criteria, we will ask the Customer to adjust targeting or agree another solution. We will not silently increase the price, change the paid scope or substitute an unrelated audience. If an objectively unperformed portion cannot be supplied, Section 27 applies.

No audience is exclusive. UHNWI Direct may provide Services to other customers, including customers operating in similar or competing industries. The same Recipient may receive separate communications from different customers where permitted by law and internal policy.

11. Recipient Review and Replacement

11.1 Review before each prepaid Campaign

After payment, the Customer can review the proposed Recipient List in Distribution lists. Limited identifying and professional details are shown; operational email addresses, telephone numbers and private research fields are not. The Customer may replace any or all original positions, up to 100% of the list, before expressly confirming it for that Campaign. Replacements are one-for-one, without an additional replacement fee or a change in the purchased quantity.

11.2 One replacement per position in a review round

Applying a replacement makes that new selection final for the position in the current review round. It cannot be replaced again through ordinary self-service. Other original positions remain available: replacing 30 of 100 leaves up to 70 original positions available for replacement. Recommended replacements use the same allowance. The separate service-initiated process in Section 11.6 is an exception.

11.3 Choosing candidates

Candidates are selected from eligible available contacts matching the chosen criteria and ordered using our internal ranking. The first shortlist for original positions does not use an extra refresh. Each Campaign review round has a shared allowance of three refreshes within the selected targeting and three applied targeting changes, as shown by the counters. Splitting replacements into groups, reopening the selection or changing tabs does not reset that allowance. Search by full first and last name does not use these counters; normal security and access limits still apply. A request yielding no new eligible candidates does not consume an attempt. Previously offered candidates can be revisited.

Candidate availability may be less than the requested quantity for narrow criteria. The Customer can broaden the criteria or ask the campaign manager for assistance. A replacement need not reproduce characteristics that were not part of the available targeting criteria. No duplicate or ineligible recipient may be selected simply to fill the paid quantity.

11.4 Confirmation and later Campaigns

Confirming the entire list locks self-service changes for that Campaign. Closing the review or saving a group of replacements does not confirm the entire list automatically. Each subsequent unused prepaid Campaign has its own review round before confirmation. After all purchased Campaigns have been used, the historical list remains available for viewing but cannot be edited for further sending without a new purchase.

11.5 Recommendations and prior responses

A recorded refusal may produce a replacement recommendation with the feedback made available by the campaign manager. A recommendation is distinct from an unsubscribe or other mandatory exclusion. The Customer may retain an eligible recommended contact. Retaining it when confirming the next list acknowledges that recommendation; a later new refusal can create a new recommendation. Prior refusals are taken into account across the Customer’s orders: automated selection prefers alternatives when available, while a manual choice or limited availability may show the contact with a warning. Customer-specific exclusions and mandatory suppressions continue to apply.

11.6 Service-initiated replacements during a Campaign

If we discover during a Campaign that a Recipient’s contact details are invalid or the Recipient is no longer available, we will assess whether suitable updated details can resolve the problem. If they cannot, we will notify the Customer at the Campaign’s designated verified email address and in Campaign manager, explain the replacement request, and provide the opportunity to choose exactly the same number of eligible replacement contacts as the affected positions, without an additional replacement charge. This process remains available after list confirmation and is not exhausted by earlier ordinary replacements.

A delivery failure caused by filtering, message size or content does not by itself establish that the underlying address is invalid. We may first investigate, correct a technical issue or retry delivery. A refusal of the offer, lack of response or opt-out is not a promise of a successful response from an additional person; refusals and mandatory suppressions are handled as described above and under Section 19.

The Customer selects and confirms the requested replacements through its Account. The total paid quantity remains unchanged, and completed activity for the original recipients remains in the campaign history. A replacement receives its initial message before any purchased Follow-Up. If the Follow-Up stage has already begun, that replacement follows its own sending sequence. Where applicable, the approved replacement carries forward to later unstarted Campaigns in the same Order; completed activity is not rewritten. We do not silently substitute a different person without the Customer’s confirmation. A service-initiated request has its own selection allowance, separate from the ordinary review round.

An unresolved service replacement request prevents completion of the affected workflow. If sufficient eligible replacements cannot be provided, we will discuss adjusted targeting or another agreed solution. Any objectively unperformed Services remain subject to Section 27 and applicable law.

11.7 Restricted use

Recipient information is provided for reviewing and administering the purchased Campaign. It may not be exported, copied in bulk, scraped, systematically captured, redistributed or used to build another database. Customer views may restrict selection, copying and printing and carry a client-specific watermark. These measures do not guarantee that copying or screenshots are technically impossible.

12. Contact Research and Quality Standard

UHNWI Data maintains a human-led research and review process. We select relevant information from sources we reasonably consider credible and lawfully usable, including official biographies, corporate publications, public filings and reliable professional reporting. To the best of our knowledge, taking account of the evidence available when a record is reviewed, the information relates to the named person.

Our primary contact standard is the named individual’s personal corporate or business email address: an address assigned to that person in a professional capacity. A general company inbox or an unrelated intermediary’s address is not a substitute for that standard.

An address on a public email service, such as Gmail, Yahoo or Outlook, is included as a personal Contact Route only where we have previously received a reply from that person using that address. Finding a personal address in a public source alone does not satisfy this condition.

An address attributed to a person is not a guarantee of exclusive access. An assistant or another authorised person may read or manage the mailbox. We cannot guarantee that the named Recipient personally opens, reads or responds to a particular message.

We review and update records periodically and when reliable new information or delivery feedback becomes available. Contact details and circumstances can change at any time, including between review and sending: a mailbox may be changed or disabled, a role may end, or a person may become unavailable. We therefore do not guarantee 100% accuracy, completeness or deliverability at every moment. Periodic review does not mean continuous real-time verification.

We will perform the Services with reasonable care and skill and apply the above research standard in good faith. If invalid contact details or unavailability are discovered during a Campaign and cannot be resolved using suitable updated details, the notification and one-for-one replacement procedure in Section 11.6 applies. These qualifications do not remove that obligation.

Wealth, age, residence, company affiliations and other research attributes can include estimates or dated reporting. They support audience selection and are not certified financial, legal, ownership or identity determinations. We correct material inaccuracies when substantiated; the Customer can raise a concern through Campaign manager.

13. Customer Content and Accepted Formats

The Customer may submit Customer Content in plain-text form or, where supported, as an HTML package or ZIP archive containing the files necessary to render the communication.

Images, documents, attachments and hyperlinks may be accepted subject to file-size limits, security screening, technical compatibility, deliverability considerations and internal policy.

The Customer must provide complete, technically functional, safe and ready-to-send materials. Customer Content must not contain malware, executable code, unauthorised scripts, destructive files, concealed redirects, password-protected malicious content or another element reasonably considered unsafe.

UHNWI Direct is not obliged to debug, redesign, recode, repair, rewrite, translate, compress, rehost or otherwise correct Customer-supplied content unless the Customer has purchased a separate content-preparation service.

If testing reveals that Customer-supplied HTML, images, documents, links, fonts, layouts, attachments or other elements do not display, open, forward or render correctly, the Customer must correct the problem and upload a revised version through the Account.

UHNWI Direct does not guarantee pixel-identical rendering across email clients, devices, security systems, corporate gateways, forwarding methods, accessibility settings, image-proxy systems or Recipient configurations.

The Customer grants UHNWI Direct a non-exclusive, worldwide, royalty-free and limited licence to host, copy, reproduce, test, format, technically adapt, transmit, forward, archive and otherwise use Customer Content solely as reasonably necessary to perform the Services, maintain evidence, address complaints, protect security, comply with law and enforce these Terms.

14. UHNWI Direct Draft-Preparation Service

The Customer may elect to use its own Customer Content or purchase UHNWI Direct’s internal draft-preparation service at the price displayed at checkout, currently US$500 per Campaign draft, unless another price is expressly confirmed.

Unless otherwise agreed in writing, the draft-preparation service includes preparation of one initial communication concept based on the Customer’s written brief and one consolidated round of reasonable revisions.

Additional concepts, substantial changes of direction, extensive rewriting, complex HTML development, multiple language versions, specialised design, additional revision rounds, legal disclosures, financial-offering documentation or work beyond the agreed scope may require additional fees.

Our draft-preparation service is informed by practical correspondence-distribution experience but does not constitute legal, regulatory, tax, financial, investment, securities, advertising, medical or compliance advice.

The Customer remains responsible for reviewing and approving every statement, claim, offer, attachment, disclosure and representation before sending.

No draft-preparation fee guarantees any minimum level of inbox placement, opening, response, interest, meeting, conversion or commercial result. Once preparation work has begun, the draft-preparation fee is earned and non-refundable.

15. Sender Identification

When creating a Campaign, the Customer must provide the Sender Identification that will appear in the sender-name field or other visible sender context.

The Sender Identification must be accurate, authorised, non-deceptive and connected to the Customer or person on whose behalf the communication is sent. It must not impersonate another person, falsely imply personal authorship, disguise the responsible organisation, misuse a trademark or create a misleading impression concerning identity or authority.

UHNWI Direct generally recommends using the genuine name of an authorised employee, executive, founder, representative or other identifiable person rather than only a company name.

The Customer acknowledges that using only a company name, generic department, promotional phrase or unfamiliar brand name may reduce inbox visibility, opening rate, response rate or perceived credibility.

This recommendation does not constitute a performance guarantee. The Customer accepts the performance consequences of its chosen Sender Identification.

UHNWI Direct may require modification of a Sender Identification or may add routing, privacy, legal, service or opt-out identification where reasonably necessary for transparency, compliance, infrastructure protection or technical operation.

16. Content Standards and Right to Refuse

UHNWI Direct may review Customer Content before or during a Campaign and may reject, pause, remove, require modification of or decline to distribute content that it reasonably considers unlawful, deceptive, misleading, unsafe, technically harmful, reputationally damaging, inconsistent with these Terms or unsuitable for the Service.

Customer Content must not promote, facilitate or contain fraud, phishing, identity theft, impersonation, malware, malicious code, deceptive financial claims, unlawful securities activity, unlicensed regulated services, unlawful goods, extortion, blackmail, harassment, credible threats, hateful or unlawfully discriminatory abuse, defamatory allegations, exploitation, unlawful adult material, intellectual-property infringement, unauthorised confidential information, sanctions evasion, bribery, corruption or another activity prohibited by applicable law.

Content concerning investments, fundraising, securities, lending, financial services, immigration, medicine, pharmaceuticals, gambling, defence, insurance, legal services or another regulated sector may require evidence of licences, approvals, disclosures, authority, eligibility or legal review.

UHNWI Direct may also reject content that, although not clearly unlawful, is excessively aggressive, materially misleading, manifestly implausible, improperly targeted, likely to generate material abuse complaints, incompatible with Recipient expectations or likely to damage sending infrastructure or UHNWI Data’s reputation.

Where Customer Content is rejected, the Customer will ordinarily be given a reasonable opportunity to submit replacement content.

Rejection of Customer Content because of the Customer’s breach, illegality, risk, lack of authority, misrepresentation, failure to provide required evidence or refusal to modify the content does not cancel the Order or create a refund right.

UHNWI Direct’s review is discretionary and limited. Acceptance of Customer Content is not legal approval, certification, endorsement, verification or confirmation that the content complies with every applicable law.

17. Preconditions to Sending

Sending requires confirmed payment, an active Campaign, the Customer’s explicit Recipient List confirmation, approved Customer Content and Sender Identification, and a verified Campaign notification email address. The Customer must complete the email verification step before submitting the Campaign and keep that inbox accessible. Outstanding compliance or technical issues must also be resolved.

Any stated Campaign start date is provisional until these conditions have been satisfied.

Delay caused by the Customer, its employees, advisers, content, payment provider, internal approval process, legal review or failure to respond may postpone the Campaign without creating a refund, credit or price-reduction right.

UHNWI Direct may schedule Campaigns according to operational capacity, sending reputation, quality-control requirements, Recipient geography, security considerations, public holidays, provider availability, legal restrictions and technical constraints.

18. Manual Sending and Campaign Timing

The substantive distribution process is manually administered and is not conducted through a conventional automated bulk-marketing or mass-mailing platform.

UHNWI Direct may nevertheless use ordinary internal tools for message preparation, security, scheduling, quality control, recordkeeping, Account administration, workflow management and operational coordination. Use of such supporting tools does not alter the manually administered nature of the distribution Service.

The standard planned capacity is up to 500 Recipients per Sending Day per round.

The initial estimated number of Sending Days is calculated by dividing the number of Recipients by 500 and rounding upward to the nearest whole day.

Accordingly, 100 to 500 Recipients ordinarily require one Sending Day; 1,000 Recipients ordinarily require two Sending Days; 2,500 Recipients ordinarily require five Sending Days; 5,000 Recipients ordinarily require ten Sending Days; and 10,000 Recipients ordinarily require twenty Sending Days.

These figures are planning estimates and not guaranteed deadlines. Actual timing may be affected by quality review, technical restrictions, weekends, holidays, security events, provider limits, Campaign pauses, Customer delay, compliance review, force majeure, infrastructure conditions or operational judgement.

A temporary deviation from the planned 500-recipient rate does not constitute a material breach where UHNWI Direct continues to perform the Campaign within a commercially reasonable period.

19. Follow-Up Timing and Administration

Where a Follow-Up has been purchased, it is ordinarily sent to the same Confirmed Recipient List, subject to suppressions, technical changes, Recipient objections, delivery failures and permitted operational substitutions.

The Follow-Up is administered at the same planned capacity of up to 500 Recipients per Sending Day.

Where the initial round requires fewer than three Sending Days, UHNWI Direct ordinarily inserts a three-calendar-day interval between completion of the initial round and commencement of the Follow-Up.

Where the initial round requires three Sending Days or more, the Follow-Up may begin on the next available Sending Day after completion of the initial round without an additional planned interval.

A Follow-Up is ordinarily sent as a plain-text continuation or reply in the same communication thread where technically practicable. Thread continuity depends on email-client behaviour, message identifiers, routing conditions and Recipient infrastructure and is not guaranteed.

If a Recipient objects, unsubscribes or generates a material complaint requiring suppression, we must respect that instruction and may omit further contact. Such an objection is not a guarantee of an additional response or an automatic refund. Invalid contact details and other unavailability are handled under Section 11.6.

If a Contact Route becomes invalid and cannot be corrected during the Campaign, Section 11.6 applies. An approved replacement receives its initial message first and then its purchased Follow-Up on the applicable schedule. Recipients who object or unsubscribe must not be contacted again contrary to their instruction.

The Follow-Up fee compensates UHNWI Direct for the preparation, administration, capacity allocation, processing and performance of the Follow-Up round and is calculated using the purchased number of Recipients. It is not conditional upon a successful second delivery to every Contact Route.

20. Multiple Campaigns, Cadence and Volume Commitments

Where the Customer purchases more than one Campaign, each Campaign remains a separate distribution event.

Unless the Order Confirmation states otherwise, Campaigns may not overlap and the earliest permissible start date of each subsequent Campaign is the later of:

thirty calendar days after the start date of the preceding Campaign; or the first available Sending Day following completion of the preceding Campaign, including its Follow-Up where purchased. Accordingly, where a Campaign and Follow-Up are completed in fewer than thirty calendar days, the next Campaign may not begin earlier than thirty calendar days after the preceding Campaign began. Where the full Campaign duration exceeds thirty calendar days, the next Campaign may begin on the first available Sending Day after the preceding Campaign is completed.

Any multi-Campaign discount is granted in consideration of the Customer’s advance commitment, advance payment, capacity planning and purchase of the full stated Campaign volume.

The volume discount applies only to the initial-outreach component unless the Order Confirmation expressly states otherwise. The Follow-Up remains charged at the applicable fixed rate per Recipient for every Campaign in which it is selected.

Unused Campaigns, changes in strategy, personnel changes, budget changes, failure to provide content, failure to schedule Campaigns or a decision not to continue do not create a proportional refund right.

If UHNWI Direct voluntarily agrees to cancel part of a discounted multi-Campaign Order, UHNWI Direct may recalculate all completed, prepared, scheduled or reserved Campaigns at the price that would have applied to the lower actual Campaign volume, deduct all work performed, capacity reserved, external fees, taxes and non-refundable charges, and refund only the positive remaining balance, if any.

Unless another arrangement is confirmed, each Campaign in the package is limited to the Recipient quantity purchased. Different targeting may be requested for later Campaigns, subject to availability, legal permissibility, operational feasibility and price equivalence.

A lower Recipient quantity in a later Campaign does not generate a cash refund, balance carry-forward or additional Campaign entitlement. A higher Recipient quantity requires payment of the applicable difference before preparation begins.

There is no automatic list confirmation merely because a review period has elapsed. Any agreed use-by date must be disclosed in the Order Confirmation. An increase to the audience for the remaining series is quoted and paid separately for the affected remaining Campaigns; it does not retrospectively change completed activity.

21. Inquiries and Recipient Responses

UHNWI Direct forwards qualifying Inquiries received during the Response Monitoring Period.

Examples of qualifying Inquiries include requests to send additional information, provide details, supply pricing, share a proposal, provide documentation, arrange a conversation, contact another person or otherwise continue the substance of the communication.

A refusal, unsubscribe request, objection, complaint, delivery failure, automatic response, out-of-office notice, legal notice, security warning, abuse report or message that does not reasonably request continuation of the communication is not treated as an Inquiry.

UHNWI Direct may record and process such responses for compliance, suppression, reporting, quality-control, legal or operational purposes without forwarding the original response to the Customer.

The Account shows recorded recipient outcomes and any feedback the campaign manager attaches for the Customer. A recorded refusal can support the recommendations in Section 11.5. We may omit or redact material where necessary to protect another person, security or legal confidentiality.

UHNWI Direct has final reasonable discretion in classifying a response as an Inquiry, refusal, objection, automatic message, complaint, irrelevant response or another category.

A qualifying Inquiry is forwarded by sending the original response, or a technically equivalent copy, to the Customer email address designated in the Account. UHNWI Direct may remove or quarantine a malicious attachment, redact information where required by law or security, or provide a safe equivalent copy where direct forwarding would create an unreasonable risk.

Forwarding is completed when UHNWI Direct transmits the response to the designated Customer address. UHNWI Direct does not guarantee that the Customer’s system will accept, route, display, retain or notify the Customer of the forwarded message.

The Customer must maintain a functioning and monitored inbox, configure appropriate allow-listing where necessary and notify UHNWI Direct promptly of any change in the designated address.

UHNWI Direct does not verify the identity, authority, accuracy, seriousness, financial capacity, continuing interest or authenticity of a person who sends an Inquiry.

A Recipient may withdraw, change position, cease responding, use an unauthorised address or provide incomplete or inaccurate information. UHNWI Direct is not responsible for such conduct.

For operational purposes, a voluntary affirmative reply is treated as an instruction to route the reply to the Customer identified in the original communication for continuation of that specific conversation. It is not treated as unlimited consent to unrelated marketing, resale, publication, transfer to other organisations or indefinite future use.

Once an Inquiry has been forwarded, the Customer becomes independently responsible for the security, storage, lawful use, retention, disclosure, deletion and further communication associated with the Recipient’s information.

22. Reporting

The Customer Account may provide operational reporting concerning Campaign progress.

Depending on the Service configuration, reporting may include the named Recipient List, sending status, number of qualifying Inquiries, number of refusals, number of objections or unsubscribe requests, and breakdowns by country, approximate age range, gender and wealth category.

Reports are operational records intended to assist Campaign administration. They are not certified audit reports, legal records, financial statements, guarantees of deliverability or independent verification of Recipient identity or engagement.

Dashboard information may be delayed, corrected, reclassified, consolidated or updated as responses are reviewed and technical information becomes available.

UHNWI Direct’s internal logs, sending records, Account records, payment records and dashboard data constitute presumptive evidence of the timing, scope and performance of the Services unless the Customer demonstrates a material error.

23. Open, Click and Link Tracking

UHNWI Direct does not, as part of the standard Service, provide tracking of message opens, image loads, link clicks, page visits, conversions or Recipient browsing behaviour.

The Customer may include its own lawful tracking links or use third-party analytics tools within Customer Content, subject to UHNWI Direct’s technical and content approval.

The Customer is solely responsible for the legality, disclosures, consent requirements, privacy policy, security, configuration, data processing and results associated with Customer-controlled tracking.

The Customer acknowledges that tracking links, redirects, shortened links, pixels, unusual domains, scripts, parameters or similar technologies may trigger spam filters, corporate security systems, link scanners, quarantine systems, warning pages or automatic blocking and may negatively affect inbox placement, message rendering, opening, response rate or overall Campaign performance.

By using Customer-controlled tracking, the Customer knowingly accepts these risks.

UHNWI Direct is not liable for reduced performance, filtering, blocking, security warnings, false click activity caused by automated scanners, inaccurate third-party analytics or another consequence arising from Customer-selected tracking.

UHNWI Direct may reject or require removal of a tracking technology that it reasonably considers unsafe, unlawful, misleading, technically harmful or detrimental to distribution.

24. Performance Standard and Completion of Service

UHNWI Direct performs a Campaign by preparing the Confirmed Recipient List, processing approved Customer Content, administering Delivery Attempts, processing the purchased Follow-Up where applicable, maintaining operational reporting and forwarding qualifying Inquiries during the Response Monitoring Period.

The distribution component of a Campaign is deemed fully performed when UHNWI Direct has completed the scheduled Delivery Attempts for the initial round and, where purchased, the Follow-Up, to the Confirmed Recipient List or its permitted operational substitutions and has marked the distribution stage complete in its records.

Successful inbox placement, message opening, personal review by the named Recipient, internal forwarding, link click, reply, Inquiry, meeting, referral, commercial interest, contract, transaction, investment, purchase, response rate or return on investment is not a condition of performance.

A recorded Delivery Attempt is not proof of successful inbox placement. In particular, recording a failed attempt does not discharge the notification and replacement obligation in Section 11.6. A Campaign cannot be treated as complete merely to avoid an outstanding service replacement request.

Inquiry forwarding during the Response Monitoring Period is ancillary to the completed distribution service. The absence of an Inquiry does not mean that the Campaign was not performed.

Please report a suspected discrepancy promptly through Campaign manager so that we can investigate and preserve relevant evidence. This request does not impose a five-day forfeiture of contractual or statutory rights.

25. No Guarantee of Responses or Commercial Results

UHNWI Direct does not guarantee any minimum number of Inquiries, replies, positive replies, meetings, introductions, sales, investments, offers, referrals, conversions, openings, clicks, commercial opportunities or other results.

Recipients make independent decisions over which UHNWI Direct and the Customer have no control.

Campaign results may be influenced by Customer Content, Sender Identification, offer quality, timing, relevance, market conditions, Recipient interest, prior relationships, legal restrictions, deliverability systems, tracking technologies, reputation, formatting, attachments, links, internal gatekeepers and numerous other factors.

Historical results, examples, case studies, response volumes or statements concerning previous Campaigns do not guarantee comparable outcomes.

The Customer purchases the managed performance of the Services and Delivery Attempts, not a particular Recipient reaction or commercial result.

26. Fees, Taxes and Payment

All fees are payable one hundred per cent in advance unless UHNWI Direct expressly agrees otherwise in writing.

Payment may be made through Stripe, card payment, approved bank transfer, invoice payment or another method made available by UHNWI Direct.

The Customer represents that it is authorised to use the selected payment method.

Bank-transfer payments must be received in cleared funds and must include the required payment reference. The Customer bears all sending-bank, intermediary-bank, receiving-bank, currency-conversion, withholding, transfer and correspondent charges so that UHNWI Direct receives the invoiced amount in full.

Unless expressly stated otherwise, prices are denominated in United States dollars.

All prices are exclusive of VAT, sales tax, withholding tax, use tax, duties and similar governmental charges unless the checkout or invoice expressly states otherwise.

The Customer is responsible for taxes arising from the purchase, excluding taxes imposed on UHNWI Data’s net income.

If the Customer is legally required to withhold an amount, the Customer must, to the extent permitted, gross up the payment so that UHNWI Direct receives the amount it would have received without the withholding and must provide valid official evidence of the payment.

Payment is not complete merely because a bank or card issuer has authorised the transaction. Payment is complete when the funds have been irrevocably received or confirmed by the relevant processor.

UHNWI Direct may withhold Account functionality, Recipient review, Campaign preparation, sending, reporting or Inquiry forwarding until payment has cleared.

27. Cancellation, Replacement Remedies and Refunds

Orders are commercial commitments. There is no general change-of-mind refund for a business purchase, subject to any mandatory rights and any more favourable written agreement.

Contact us promptly if you need to cancel before work begins. We will review the stage of performance and any cancellation we agree. Any proposed deduction must relate to work performed or documented, non-recoverable costs and be explained to the Customer. List confirmation does not permit us to retain fees for Services we are permanently unable to provide.

No minimum response rate or commercial outcome is purchased. Lack of interest, refusal of the offer, an opt-out, a change in strategy or disappointment with commercial results does not by itself entitle the Customer to a refund. An invalid contact discovered during a Campaign is addressed through the notification and equal-quantity replacement commitment in Section 11.6; a general disclaimer about bounces does not override that commitment.

The draft-preparation fee is non-refundable for work already performed. If Customer Content cannot be used because it is unlawful, unauthorised or technically unsuitable, we may require suitable replacement content before performance can continue.

If we cannot provide an objectively unperformed part of the paid Services after reasonable efforts to remedy the problem, we will agree substitute performance or a service credit with the Customer, or refund that unperformed portion. A credit or materially different service will not be imposed instead of an otherwise due refund. Applicable non-waivable remedies remain unaffected.

For an agreed partial cancellation of a discounted series, any adjustment for the completed volume and non-recoverable costs must be explained. Refunds are normally processed through the original payment method. Provider processing times may apply. Issuing a refund does not erase the audit or payment history.

28. Chargebacks and Payment Disputes

Before initiating a payment reversal, card chargeback, bank recall or payment-service dispute, the Customer must contact UHNWI Direct and provide a reasonable opportunity to investigate and resolve the matter, except where applicable law expressly prevents such a requirement.

A chargeback is not a contractual substitute for the refund policy.

Initiating a chargeback based solely on lack of responses, dissatisfaction with commercial results, failure to read these Terms, change of mind, Customer-caused delay or another ground expressly excluded from refunds constitutes a material breach.

Where a payment reversal is rejected, withdrawn or determined to be unjustified, the Customer remains liable for the original amount, chargeback fees, processor fees, bank charges, reasonable administrative costs, collection expenses, legal fees and interest to the extent permitted by law.

UHNWI Direct may suspend the Account, withhold reporting, pause future Campaigns, cancel unused Campaign entitlements and pursue collection while a payment dispute remains unresolved.

Nothing in this Section removes a non-waivable statutory or card-network right that legally applies to the transaction.

29. Customer Representations and Warranties

The Customer represents and warrants that it has full power and authority to enter into the Order; that all information supplied to UHNWI Direct is accurate and not misleading; that Customer Content is lawful, accurate, substantiated and not deceptive; that the Customer owns or has obtained all rights necessary to use and distribute Customer Content; and that all persons named in the Sender Identification have authorised such use.

The Customer further represents and warrants that its offer, business, product, service, fundraising activity, investment opportunity, request, proposal and intended follow-up activity comply with the laws and regulatory requirements applicable to the Customer and the relevant target jurisdictions.

The Customer is responsible for all sector-specific licences, approvals, registrations, offering documents, risk warnings, financial-promotion rules, consumer disclosures, advertising substantiation, intellectual-property permissions, sanctions checks and professional obligations applicable to its content and business.

The Customer must not use the Services to mislead Recipients concerning identity, authority, commercial purpose, affiliation, endorsement, urgency, scarcity, price, performance, investment return, regulatory status or another material fact.

The Customer acknowledges that UHNWI Direct is not its legal, regulatory, investment, financial, tax or compliance adviser and that the Customer must obtain independent professional advice where appropriate.

The Customer must use any Inquiry and associated personal information only for lawful purposes connected with the specific conversation, must apply appropriate security and must not sell, publish, redistribute or disclose it without a lawful basis.

30. Privacy and Recipient Information

The UHNWI Direct Privacy Policy forms part of these Terms and describes UHNWI Data’s processing practices.

UHNWI Data acts independently in conducting its internal research, maintaining its database, selecting and maintaining Contact Routes, administering suppression records, protecting infrastructure and determining the operation of its Services.

The Customer may act as an independent controller in relation to Customer Content, its own uploaded information and any Inquiry or contact information transferred to it following a Recipient’s affirmative response.

Contact matching is available to eligible customers with paid purchase history and active access. The Customer must have authority and a lawful basis to upload or connect third-party contact data and must supply required notices. Matching imports are used for that Customer’s comparison, exclusions and service support, not to enrich our research database or provide another customer’s audience. The Privacy Policy describes review, downloads, provider permissions and deletion. Any legally required data-processing terms must be in place for processing carried out on the Customer’s behalf.

Once an Inquiry has been forwarded, the Customer is responsible for providing any legally required privacy information, respecting the purpose and context of the response, applying appropriate security, restricting access, establishing a lawful basis for subsequent processing, complying with objections and deleting or retaining the information in accordance with applicable law.

The Customer must notify UHNWI Direct promptly if Recipient information obtained through the Services is lost, disclosed without authority, accessed unlawfully or involved in a security incident that may materially affect UHNWI Data, the Recipient or the Services.

The Customer may not use Account access, Recipient names, Recipient profiles or forwarded information to construct or enrich a competing contact database.

Privacy-related communications concerning UHNWI Direct may be sent to:

privacy@uhnwidata.com

31. Confidentiality

Each party must protect non-public information received from the other party that a reasonable business person would understand to be confidential.

UHNWI Direct treats Customer identity, Account information, Campaign content, targeting selections, Campaign strategy, pricing arrangements, Recipient selections, Recipient responses, Inquiry content and Customer communications as confidential, subject to the exceptions in these Terms and the Privacy Policy.

The Customer must treat the Recipient List, Account data, research classifications, Contact Route methodology, reporting, pricing logic, service design and any non-public information concerning UHNWI Data as confidential.

Confidentiality obligations do not apply to information that is lawfully public without breach, was already lawfully known without restriction, is independently developed without use of confidential information or is lawfully received from a third party without a confidentiality obligation.

A party may disclose confidential information where reasonably necessary to its personnel, contractors, professional advisers, insurers, auditors, payment providers or service providers who require access and are subject to appropriate duties, or where disclosure is required by law, court order, regulatory request, security investigation or legal claim.

UHNWI Direct does not ordinarily publish Customer identities, disclose Campaign strategy, identify who received or replied to a Campaign, reproduce Recipient replies or disclose commercial results without appropriate authority.

UHNWI Direct cannot guarantee that a Recipient will keep Customer Content confidential. Once correspondence has been delivered, the Recipient may retain, forward, publish, discuss, disclose or otherwise use it independently. UHNWI Direct is not responsible for a Recipient’s disclosure or use.

The confidentiality obligations in this Section continue for five years after the end of the commercial relationship. Obligations concerning trade secrets, Recipient information and information that remains inherently confidential continue for so long as the information retains that character.

32. Intellectual Property and Database Rights

All rights in the UHNWI Direct and UHNWI Data names, websites, interfaces, software, workflows, research systems, selection methods, taxonomies, classifications, audience calculations, pricing logic, Recipient records, database structure, reports, internal intelligence, documentation and related materials belong to UHNWI Data or its licensors.

No ownership right is transferred to the Customer.

Subject to payment and compliance with these Terms, UHNWI Direct grants the Customer a limited, non-exclusive, non-transferable and revocable right to use the Account and Campaign functionality solely for the purchased Services.

The Customer may not reverse engineer, decompile, scrape, index, mirror, systematically capture, reproduce, extract, benchmark for competitive purposes, circumvent access controls or create derivative products from the Services or Recipient data.

The Customer retains ownership of Customer Content, subject to the limited licence granted under these Terms.

Any feedback, suggestion, workflow recommendation, feature request or improvement idea supplied by the Customer may be used by UHNWI Data without restriction or compensation, provided that UHNWI Data does not publicly identify the Customer without authority.

33. Third-Party Services and Infrastructure

UHNWI Direct may rely on third-party providers for hosting, website infrastructure, traffic protection, authentication, payment processing, banking, email transmission, databases, monitoring, analytics, support and other operational functions.

Providers used for relevant functions include Stripe for payments, Resend for application email and newsletters, and the external services a Customer chooses to connect: Google, Microsoft, HubSpot or Salesforce. Infrastructure providers used for a deployed environment are described in the Privacy Policy. Connecting a service does not give the Customer export access to our research database.

Third-party services may be subject to their own terms, privacy practices, technical limitations, availability and security controls.

UHNWI Direct is not responsible for an independent third party’s outage, policy change, restriction, failure, security incident, payment rejection, banking delay, email filtering or other act outside UHNWI Direct’s reasonable control.

UHNWI Direct may replace a provider, modify infrastructure or alter technical implementation where reasonably necessary without materially reducing the principal Service purchased by the Customer.

34. Suspension and Termination

UHNWI Direct may suspend or terminate an Account, Order, Campaign, Response Monitoring Period or other Service immediately where the Customer fails to pay, breaches these Terms, misrepresents identity or authority, submits prohibited content, attempts to extract Recipient information, initiates abusive chargebacks, threatens infrastructure, creates material legal or reputational risk, violates law, fails to provide required information or uses the Services in a manner inconsistent with their intended purpose.

Suspending Account access is distinct from pausing or cancelling a paid Campaign. Access suspension alone does not silently stop purchased Campaigns. Any separate operational suspension is assessed and communicated in light of its reason, legal requirements and the Customer’s paid entitlement.

Where practicable and appropriate, UHNWI Direct may allow the Customer an opportunity to remedy a breach. No opportunity is required where the breach is serious, intentional, unlawful, fraudulent, technically harmful or incapable of remedy.

Termination caused by Customer breach does not entitle the Customer to a refund of fees already paid and does not release the Customer from accrued payment, indemnity, confidentiality, data-protection or other obligations.

If continuing an unperformed Order becomes unlawful, impossible or unsafe, we will notify the Customer where legally permitted and address the unperformed portion under Section 27.

Provisions concerning payment, confidentiality, intellectual property, privacy, limitations, indemnification, dispute resolution, suppression records and accrued rights survive termination.

35. Disclaimers

The Services are provided on an “as available” basis and, to the maximum extent permitted by law, without implied warranties of merchantability, fitness for a particular purpose, uninterrupted availability, error-free operation, non-infringement or commercial success.

UHNWI Direct does not warrant that every Recipient record is complete, exact, current, uncontested or free from analytical judgement; that every Contact Route reaches a personally controlled inbox; that every message is accepted by receiving infrastructure; that every communication avoids filtering; that any Recipient personally reads the content; or that any particular response occurs.

UHNWI Direct does not provide legal, financial, securities, investment, tax, accounting, advertising, regulatory or compliance advice.

The Customer must make its own assessment of the lawfulness, suitability, content, economic value, commercial risk and regulatory implications of every Campaign.

Third-party systems, including payment providers, banks, hosting providers, email systems, Customer tracking systems, analytics tools and Recipient infrastructure, remain outside UHNWI Direct’s direct control.

The disclaimers in this Section do not reduce the express research standard, reasonable-care obligation or service-initiated replacement commitment in Sections 11 and 12.

36. Limitation of Liability

To the maximum extent permitted by applicable law, UHNWI Data, UHNWI Direct, their affiliates, officers, employees, contractors, researchers, suppliers and representatives will not be liable for any indirect, incidental, consequential, special, exemplary or punitive loss, or for loss of profit, revenue, opportunity, investment, anticipated savings, business, goodwill, data, contracts, reputation or commercial advantage.

UHNWI Direct will not be liable for a Recipient’s decision, non-response, refusal, complaint, disclosure, conduct, transaction, withdrawal, inaccuracy or subsequent communication; for spam filtering, inbox placement, Customer tracking, email-client behaviour, third-party infrastructure, Customer Content, Customer legal compliance, Customer misuse of an Inquiry or a Customer’s downstream relationship with a Recipient.

To the maximum extent permitted by law, UHNWI Data’s aggregate liability arising from or connected with a particular Campaign will not exceed the net fees actually paid to UHNWI Data for that specific Campaign, excluding taxes, payment-processing charges, bank charges, external expenses and fees attributable to other Campaigns.

Where a claim concerns the platform generally and cannot reasonably be allocated to a single Campaign, aggregate liability will not exceed the net fees paid by the Customer during the three months immediately preceding the event giving rise to the claim.

The limitations in these Terms apply regardless of whether the claim is based in contract, tort, negligence, misrepresentation, restitution, statute, strict liability or another theory and whether or not the possibility of loss was known.

No claim may be commenced more than twelve months after the Customer knew or reasonably should have known of the facts giving rise to it, to the extent such a contractual limitation is permitted by applicable law.

Nothing in these Terms excludes liability for fraud, wilful misconduct, gross negligence to the extent it cannot lawfully be excluded, or another liability that applicable law makes non-waivable.

Nothing in these Terms limits an individual’s mandatory data-protection rights, right to complain to a regulator, or any liability or remedy that cannot lawfully be excluded. A contractual fee cap does not remove the obligation to provide an agreed replacement or refund an objectively unperformed service under Section 27.

37. Customer Indemnification

The Customer will defend, indemnify and hold harmless UHNWI Data, UHNWI Direct, their affiliates, officers, employees, contractors, researchers, suppliers and representatives from claims, investigations, proceedings, penalties, losses, liabilities, damages, settlements, judgments, costs and reasonable legal fees arising from or connected with:

Customer Content; the Customer’s products, services, proposals, offers, statements, links, attachments, tracking technologies or Sender Identification; alleged infringement of intellectual-property or confidentiality rights; deception, misrepresentation, defamation, unlawful advertising, regulated activity, licensing failure or non-compliance by the Customer; the Customer’s subsequent use, storage, disclosure, resale or loss of Recipient information; a relationship or transaction between the Customer and a Recipient; the Customer’s breach of these Terms; an unauthorised Account user; or a claim that would not have arisen but for the Customer’s conduct, content, offer or instructions.

UHNWI Direct will notify the Customer of a covered claim where reasonably practicable.

The Customer may not settle a claim in a manner that admits wrongdoing by UHNWI Data, imposes an obligation on UHNWI Data, restricts UHNWI Data’s business or fails to provide a full release without UHNWI Data’s written consent.

UHNWI Data may assume control of the defence where reasonably necessary to protect its interests, in which case the Customer remains responsible for covered costs.

The indemnity applies only to the extent a claim is attributable to the Customer’s breach or unlawful conduct. It does not require the Customer to indemnify UHNWI Data for losses caused by UHNWI Data’s own breach, negligence, wilful misconduct or other responsibility that cannot lawfully be transferred.

38. Force Majeure and Operational Events

UHNWI Direct is not liable for delay, suspension, interruption or failure caused by events beyond its reasonable control, including internet or telecommunications failure, power failure, cyberattack, denial-of-service attack, malware, email-provider restrictions, domain or IP blacklisting, cloud-service outage, payment-system failure, banking delay, sanctions, war, terrorism, civil disorder, labour dispute, epidemic, natural disaster, fire, flood, governmental action, legal change, regulatory action, court order, public holiday or failure of a material supplier.

During such an event, affected obligations are suspended for the duration of the event and any estimated schedule is extended accordingly.

UHNWI Direct may modify routing, pause sending, change providers, alter timing, use substitute infrastructure or take another reasonable protective measure without creating a refund right.

If an event makes the unperformed portion permanently impossible, the remedy in Section 27 applies. A delay does not erase the express notification and replacement commitments where performance can reasonably continue.

39. Governing Law, Mandatory Arbitration and Waiver of Court Proceedings

These Terms, every Order, every Campaign and any contractual or non-contractual dispute arising out of or relating to the Services, website, Account, Customer Content, payment, performance, suspension, termination, privacy, data use or relationship between the parties shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to any conflict-of-laws rule that would require application of another jurisdiction’s law.

The arbitration agreement in this Section is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., to the fullest extent applicable. New York law otherwise governs the substance of the dispute.

39.1 Notice of Dispute and Informal Resolution

Before commencing arbitration, the party asserting a dispute must deliver a written Notice of Dispute describing in reasonable detail the identity and contact information of the claimant; the relevant Account, Order, invoice, payment or Campaign; the material facts giving rise to the dispute; the contractual or legal basis of the claim; the specific relief requested; the monetary amount claimed where applicable; and supporting documentation reasonably available to the claimant.

A Notice of Dispute addressed to UHNWI Data must be sent both by email to:

legal@uhnwidata.com

and by nationally recognised overnight courier, certified mail or registered mail to:

UHNWI Data / UHNWI Direct 55 Broadway New York, NY 10006 United States

The parties shall attempt in good faith to resolve the dispute for thirty calendar days after receipt of a complete Notice of Dispute.

Neither party may commence arbitration before expiration of that period, except where immediate provisional or injunctive relief is reasonably necessary to protect confidential information, intellectual property, data security, payment rights, systems, evidence or another interest that may suffer irreparable harm.

A notice that does not contain sufficient information to identify and evaluate the claim does not begin the thirty-day resolution period.

39.2 Binding Arbitration

Any dispute, controversy or claim arising out of or relating to these Terms, the Privacy Policy, an Order, a Campaign, the Services, Customer Content, Recipient selection, performance, payment, refund, suspension, termination, data processing, confidentiality or the parties’ relationship, including a dispute concerning the existence, formation, validity, scope, interpretation, applicability, enforceability or breach of these Terms or this arbitration agreement, shall be finally resolved through binding arbitration rather than in court.

If, when the arbitration is commenced, all parties are organised, domiciled and principally based in the United States, the arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures then in effect.

If, when the arbitration is commenced, any party is organised, domiciled or has its principal place of business outside the United States, the arbitration shall be administered by the International Centre for Dispute Resolution under its International Arbitration Rules then in effect.

Where the applicable institutional rules conflict with this Section, this Section controls to the fullest extent permitted by those rules and applicable law.

39.3 Seat, Language and Arbitrator

The legal seat and place of arbitration shall be:

New York, New York, United States.

The arbitration shall be conducted in English.

The tribunal shall consist of one neutral arbitrator unless the parties expressly agree in writing to three arbitrators or the applicable institutional rules mandatorily require otherwise.

The arbitrator should have substantial experience in commercial contracts, technology-enabled services, digital communications, data services or business-to-business disputes.

Hearings may be conducted remotely by video conference, based solely on written submissions or in person in New York, as determined by the arbitrator after considering proportionality, cost, amount in dispute and procedural fairness.

39.4 Authority of the Arbitrator

The arbitrator shall have exclusive authority to determine disputes concerning the interpretation, applicability, scope, formation or enforceability of these Terms and this arbitration provision, except that a court of competent jurisdiction shall determine any dispute concerning the enforceability of the class-action, collective-action or representative-action waiver below.

The arbitrator may grant only relief available to the individual party under these Terms and applicable law and shall remain bound by the disclaimers, exclusions, limitation-of-liability provisions, contractual time limits, refund provisions and agreed risk allocations in these Terms to the fullest extent permitted by law.

The arbitrator shall issue a written, reasoned award identifying the material findings and conclusions on which the award is based.

The award is final and binding. Judgment upon the award may be entered and enforced by any court having jurisdiction.

39.5 Individual Proceedings Only

Every claim must be brought solely in the individual capacity of the party asserting it.

Neither party may bring, maintain, participate in or seek relief through a class, collective, consolidated, representative, coordinated, mass or private-attorney-general proceeding.

The arbitrator has no authority to combine claims involving different Customers or Accounts, consolidate separate arbitrations without the written agreement of all affected parties, conduct class or mass arbitration, or grant relief for or against a person or entity that is not individually a party to the arbitration.

If a final judicial decision determines that a particular claim cannot lawfully be made subject to this individual-proceeding requirement, only that claim shall proceed before the competent court, while all arbitrable claims remain subject to arbitration.

39.6 Waiver of Jury Trial

To the fullest extent permitted by law, UHNWI Data and the Customer knowingly and irrevocably waive any right to trial by jury in relation to a dispute covered by these Terms.

39.7 Limited Court Proceedings

Notwithstanding the arbitration requirement, either party may apply to the state or federal courts located in New York County, New York, solely for temporary, preliminary or emergency injunctive relief; protection of confidential information or intellectual property; prevention of unauthorised access, scraping, extraction, disclosure or misuse of Recipient information; preservation of evidence or assets; enforcement of payment obligations where arbitration is not yet practicable; enforcement, confirmation, modification or vacation of an arbitral award; or an order compelling arbitration.

For those limited purposes, each party irrevocably submits to the exclusive personal jurisdiction of the state courts located in New York County, New York, and the United States District Court for the Southern District of New York.

Seeking such relief does not waive the right or obligation to arbitrate the merits of the dispute.

39.8 Confidentiality of Proceedings

The existence of the arbitration, Notice of Dispute, pleadings, evidence, documents, testimony, hearings, submissions, settlement discussions, interim decisions and final award shall be kept confidential except to the extent disclosure is reasonably necessary to conduct or defend the proceeding, obtain professional advice, comply with applicable law, enforce or challenge an award, protect a legal right, or make a required disclosure to a regulator, auditor, insurer, investor or financing source subject to an appropriate confidentiality obligation.

The arbitrator may enter additional confidentiality and protective orders.

39.9 Fees and Costs

The institution’s filing, administrative and arbitrator fees shall initially be paid as required by the applicable AAA or ICDR rules and may be reallocated in the final award.

Except where these Terms or applicable law expressly provide otherwise, each party bears its own legal fees and internal costs.

The arbitrator may award reasonable legal fees, collection costs, chargeback expenses, enforcement costs and other costs where authorised by these Terms, applicable law or the applicable arbitration rules.

39.10 Survival and Severability

This arbitration agreement survives payment, Campaign completion, Account closure, suspension, cancellation, termination, insolvency, assignment and the end of the parties’ commercial relationship.

If any part of this Section is held unenforceable, that part shall be modified or severed to the minimum extent necessary while preserving the parties’ intention to resolve disputes through confidential individual arbitration.

39.11 Mandatory rights

This dispute-resolution provision governs the commercial agreement with the Customer. It does not bind a research subject merely because information about them appears in our database, prevent a complaint to a supervisory authority, displace mandatory data-protection law, or restrict access to a court where that right cannot lawfully be waived.

40. Notices

Operational notices, Campaign notices, Account notices, invoices, payment notices, changes to the Services and ordinary contractual communications may be delivered through the Customer Account or to the email address associated with the Account.

Campaign-specific replacement notices are sent to the designated verified Campaign email and are available in Campaign manager. Ordinary internal manager messages remain available in the Account. Marketing preferences do not disable essential security, payment or Campaign notices.

Formal legal notices to UHNWI Data, including Notices of Dispute, notices of breach, indemnification notices, demands and notices preceding arbitration, must be sent both by email to:

legal@uhnwidata.com

and by nationally recognised overnight courier, certified mail or registered mail to:

UHNWI Data / UHNWI Direct 55 Broadway New York, NY 10006 United States

A formal notice is effective upon confirmed receipt at the required email and physical addresses. If delivery is refused, notice will be deemed received on the date the refusal is recorded by the delivery provider.

Formal notices to the Customer may be sent to the legal, billing, administrative or Account email address supplied by the Customer and, where available, to the business address stated in the Order or Account.

The Customer is responsible for keeping its notice information current. Failure to update an email or postal address does not invalidate a notice sent to the most recent address supplied by the Customer.

A demand for arbitration must additionally be filed with the applicable AAA or ICDR office in accordance with the applicable institutional rules.

41. General Provisions

The Order Confirmation and any signed Campaign-specific agreement prevail over these Terms only to the extent of an express conflict. These Terms prevail over general website descriptions, informal messages, sales conversations, examples or promotional materials.

The Privacy Policy governs the processing of personal data. A specific data-processing agreement, where executed, prevails for the processing expressly covered by that agreement.

These Terms and the incorporated documents constitute the entire agreement concerning the Services and replace prior discussions, negotiations and representations concerning the same subject matter.

The parties are independent contractors. Nothing in these Terms creates a partnership, employment relationship, fiduciary relationship, joint venture or general agency.

The Customer may not assign, transfer, subcontract or resell an Order, Campaign entitlement, Account or right under these Terms without UHNWI Direct’s prior written consent.

UHNWI Data may assign these Terms in connection with a merger, financing, restructuring, reorganisation, sale of business, transfer of assets or engagement of an affiliate.

A failure or delay in enforcing a right is not a waiver. A waiver must be express and applies only to the specific circumstance for which it is given.

If a provision is held invalid or unenforceable, it shall be interpreted or modified to the minimum extent necessary to make it enforceable while preserving its commercial purpose. The remaining provisions continue in effect.

No Recipient, employee, shareholder, affiliate, supplier or other third party has a right to enforce these Terms unless expressly stated.

The English-language version of these Terms controls. Any translation is provided solely for convenience.

Electronic acceptance, payment records, Account activity, click-wrap acceptance, electronic signatures and digital Order Confirmations have the same effect as written originals to the extent permitted by law.

UHNWI Data may update these Terms for future Orders. The version accepted at the time an Order is submitted governs that Order unless the Customer expressly accepts an updated version or a change is required by law, security requirements or a material service-provider restriction.

Sections that by their nature are intended to continue after completion or termination, including payment, refunds, confidentiality, intellectual property, privacy, limitation of liability, indemnification, arbitration, notices and accrued rights, survive accordingly.

42. Contact

Questions regarding the Services or these Terms may be submitted through the Contact page or the Customer Account.

Formal legal correspondence must be directed to:

UHNWI Data / UHNWI Direct 55 Broadway New York, NY 10006 United States

legal@uhnwidata.com

Privacy-related correspondence must be directed to:

privacy@uhnwidata.com