Terms of Service

About Intentive

These Terms of Service ("Terms") govern your use of services provided by Intentive Ltd ("Intentive", "we", "us", or "our"), a conversational commerce agency registered in England and Wales.

Intentive operates as a marketing services provider, helping ecommerce brands communicate with their customers through channels including RCS (Rich Communication Services), email, SMS, and other messaging platforms.

By engaging Intentive's services, accessing our platform, or receiving communications facilitated by us, you agree to these Terms. If you are a brand or business ("Client") using Intentive to reach your customers ("End Users"), these Terms apply to you and your use of our services.

Intentive is registered with the Information Commissioner's Office (ICO) as a data processor under the UK GDPR and Data Protection Act 2018.

Our Services

Intentive provides conversational commerce and lifecycle marketing services including, but not limited to:

• Strategy, design, and deployment of RCS Business Messaging campaigns
• Email marketing strategy, campaign design, and deployment
• Lifecycle marketing — including welcome series, abandoned cart, post-purchase, win-back, and retention flows
• Integration with marketing platforms including Klaviyo
• Opt-in flow design and zero-party data collection
• Audience segmentation and personalisation strategy
• Ongoing campaign management and optimisation
• Reporting and performance analytics

Intentive acts as a data processor on behalf of its Clients, who remain the data controllers responsible for their End Users' data and consent.

RCS Messaging

Intentive facilitates Rich Communication Services (RCS) messaging through verified business sender profiles. All RCS activity conducted through Intentive is subject to:

• Google's RCS for Business Terms of Service and Acceptable Use Policy
• The policies of relevant mobile network operators and aggregators
• GSMA RCS Universal Profile standards
• Applicable UK and international communications regulations
• The Privacy and Electronic Communications Regulations 2003 (as amended by the Data (Use and Access) Act 2025)

Intentive reserves the right to suspend or terminate RCS campaigns that are found to be in violation of carrier policies, Google's Acceptable Use Policy, or these Terms.

Email & Lifecycle Marketing

Intentive designs and manages email marketing programmes and automated lifecycle flows on behalf of its Clients. All email activity conducted through Intentive must comply with:

• The UK Privacy and Electronic Communications Regulations (PECR), as amended by the Data (Use and Access) Act 2025
• UK GDPR and the Data Protection Act 2018
• The Advertising Standards Authority (ASA) CAP Code on electronic marketing
• The terms and acceptable use policies of email service providers used (including Klaviyo)
• CAN-SPAM Act requirements where End Users are located in the United States
• Any other applicable local regulations in territories where End Users are located

Intentive manages lifecycle flows including, but not limited to, welcome series, abandoned browse and cart recovery, post-purchase sequences, replenishment reminders, and win-back campaigns. These flows are built and deployed on the Client's behalf using the Client's own sender domain and brand identity.

Clients are responsible for maintaining a suppression list and ensuring that unsubscribe requests are honoured promptly. Intentive will configure automated unsubscribe handling within all flows it manages, but the Client remains the data controller and is ultimately responsible for honouring opt-outs across all channels.

Where the Client intends to rely on the "soft opt-in" exemption under PECR for existing customers, it is the Client's responsibility to ensure that the conditions for that exemption are met — including that contact details were obtained directly during the course of a sale, that emails relate only to similar products or services, and that every message includes a clear opportunity to opt out.

Consent & Opt-in / Opt-out

All marketing communications conducted through Intentive require prior express consent from End Users, except where a lawful exemption applies (such as the soft opt-in for email). Intentive and its Clients must:

• Obtain clear, affirmative opt-in from End Users before sending marketing messages
• Present opt-in language that is specific, unbundled from general terms, and clearly describes the channel and nature of messages to be received
• Provide an unambiguous opt-out mechanism in every marketing message (e.g. STOP keyword, unsubscribe link, or tappable opt-out button)
• Process opt-out requests promptly and cease messaging immediately upon receipt
• Maintain auditable records of consent for each End User, including date, method, and the information provided at the point of collection
• Honour End Users' absolute right to object to direct marketing under UK GDPR

Intentive will not knowingly send messages to any End User who has not provided valid consent, or who has previously opted out and not subsequently re-opted in. Where a Client provides a contact list to Intentive, the Client warrants that valid consent has been obtained for each contact on that list.

Data Use & Privacy

Intentive processes End User data (including email addresses, mobile phone numbers, and behavioural data) solely for the purposes of delivering marketing services on behalf of its Clients.

• We do not sell End User data or contact details to any third party
• We do not share opt-in data with third parties for their own marketing purposes
• Contact data is used only for the purpose and channel for which consent was given
• Data is processed in accordance with the UK GDPR, the Data Protection Act 2018, and PECR
• Intentive maintains a Data Processing Agreement (DPA) with all Clients, as required under UK GDPR Article 28
• Intentive will notify Clients of any personal data breach within 72 hours of becoming aware of it, in line with PECR and UK GDPR obligations

For full details on how Intentive handles personal data, please refer to our Privacy Policy.

Sub-processors

In order to deliver its services, Intentive uses a number of third-party sub-processors who may process End User data on Intentive's behalf. These currently include, but may not be limited to:

• Klaviyo — email and SMS marketing platform
• Google (RCS for Business) — RCS message delivery and verified sender infrastructure
• Mobile network operators and RCS aggregators — message routing and carrier delivery

All sub-processors are subject to data processing agreements and are required to process data only on Intentive's documented instructions. Intentive will notify Clients of any material changes to its sub-processor list that may affect the processing of their End Users' data, giving Clients reasonable opportunity to object before such changes take effect.

Clients may request an up-to-date list of sub-processors at any time by contacting legal@intentive.co.uk.

Intellectual Property

Unless otherwise agreed in writing:

• Client materials — all brand assets, copy, creative, and data provided by the Client to Intentive remain the intellectual property of the Client. The Client grants Intentive a limited, non-exclusive licence to use these materials solely for the purpose of delivering the agreed services.
• Intentive's methodology and tooling — Intentive's proprietary frameworks, strategic methodologies, templates, processes, and internal tooling remain the intellectual property of Intentive and are not transferred to the Client upon termination.
• Deliverables — campaign creative, flow architecture, copy, and configurations built specifically for the Client and paid for in full are assigned to the Client upon receipt of full payment, unless otherwise stated in a specific statement of work.

Nothing in these Terms transfers ownership of either party's pre-existing intellectual property to the other party.

Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with the services ("Confidential Information"), including but not limited to business strategies, customer data, pricing, campaign performance data, and technical specifications.

Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except:

• To employees or sub-contractors who need to know it for the purpose of delivering the services, provided they are bound by equivalent confidentiality obligations
• Where required by law, regulation, or court order — in which case the receiving party shall, where permitted, give the disclosing party prompt notice before disclosing
• Where the information is or becomes publicly available through no fault of the receiving party

Confidentiality obligations shall survive termination of these Terms for a period of three years.

Payment Terms

Unless otherwise agreed in a specific statement of work or engagement letter:

• Invoices are issued monthly in advance or upon agreed milestones
• Payment is due within 14 days of the invoice date
• Late payments will accrue interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
• Intentive reserves the right to suspend services where invoices remain unpaid for more than 30 days beyond the due date
• All fees are quoted exclusive of VAT, which will be added where applicable at the prevailing rate

Clients are responsible for any third-party platform costs (including Klaviyo subscription fees, RCS message costs, or aggregator charges) unless explicitly included within a written proposal.

Prohibited Use

Intentive's services must not be used to send messages that contain or relate to:

• Content prohibited under Google's RCS for Business Acceptable Use Policy
• Counterfeit, fraudulent, or misleading goods and services
• Illegal products, substances, or activities under UK or applicable international law
• Content that is hateful, discriminatory, threatening, or in violation of the ASA CAP Code
• Unsolicited or spam communications to End Users who have not opted in
• Phishing, deceptive impersonation, or social engineering
• Unsubstantiated claims about products or services
• Content targeting individuals under the age of 18 with inappropriate material

Intentive reserves the right to immediately suspend services and terminate any Client account found to be in breach of these prohibitions, without liability to the Client.

Client Obligations

Clients engaging Intentive to manage their marketing programmes are responsible for:

• Ensuring their own website, privacy policy, and terms of service are live, accurate, and compliant with applicable law
• Maintaining consistent brand identity across all registration materials and message content
• Providing accurate business registration information for verified sender applications
• Ensuring their End User consent collection meets the requirements set out in Section 5
• Promptly notifying Intentive of any changes to their business, use cases, messaging intent, or regulatory status
• Ensuring that any contact list provided to Intentive contains only contacts for whom valid, documented consent has been obtained
• Maintaining their own suppression lists and promptly communicating opt-outs received through channels outside Intentive's management

Indemnity

The Client agrees to indemnify, defend, and hold harmless Intentive and its officers, employees, and subcontractors from and against any claims, losses, damages, fines, penalties, or legal costs arising from:

• The Client's breach of PECR, UK GDPR, or any other applicable data protection or communications regulation
• The Client providing Intentive with contact lists or data for which valid consent has not been obtained
• The Client's own content, claims, or messaging that violates applicable law or third-party rights
• Any misrepresentation made by the Client in connection with a verified sender application or platform registration

Intentive agrees to indemnify the Client against direct losses arising from Intentive's own negligence, wilful misconduct, or material breach of these Terms.

Limitation of Liability

To the fullest extent permitted by applicable law, Intentive's total aggregate liability to any Client under or in connection with these Terms shall not exceed the total fees paid by that Client in the three calendar months immediately preceding the event giving rise to the claim.

Intentive shall not be liable for:

• Any indirect, consequential, special, incidental, or punitive damages
• Loss of revenue, profits, business, or data
• Delays or failures caused by third-party platforms, including Google, Klaviyo, mobile network operators, or aggregators
• Message non-delivery due to carrier filtering, device incompatibility, or network issues outside Intentive's control
• Any failure by a Client to obtain or maintain valid End User consent

Intentive makes no warranty that RCS verified sender applications will be approved by Google or any carrier, nor that approval timelines will meet any specific deadline.

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

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond that party's reasonable control ("Force Majeure Event"), including but not limited to:

• Acts of God, natural disasters, or pandemic
• Outages or material changes to third-party platforms (including Google RCS infrastructure, Klaviyo, or carrier networks)
• Changes in applicable law or regulation that materially affect the delivery of services
• Cyberattacks, denial-of-service attacks, or infrastructure failures affecting Intentive's or a sub-processor's systems

The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to mitigate the impact. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected services on written notice without penalty.

Termination

Either party may terminate services with 30 days' written notice. Intentive may terminate immediately and without notice where a Client is found to be in material breach of these Terms, including any violation of consent, data protection, or prohibited use obligations.

Upon termination:

• Intentive will cease all marketing activity on the Client's behalf
• All outstanding invoices become immediately due and payable
• Each party will promptly return or destroy the other's Confidential Information, subject to any legal retention obligations
• Intentive will, subject to applicable data retention obligations, delete or return Client data as agreed in the Data Processing Agreement

Clauses relating to intellectual property, confidentiality, indemnity, limitation of liability, and governing law shall survive termination of these Terms.

Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Intentive reserves the right to update these Terms at any time. The most current version will always be published at this URL. Where changes are material, Intentive will provide at least 14 days' notice to active Clients. Continued use of Intentive's services following an update constitutes acceptance of the revised Terms.

General Provisions

Entire Agreement. These Terms, together with any applicable Data Processing Agreement and statement of work, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior representations, agreements, or understandings.

Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions shall continue in full force and effect.

No Waiver. Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce it subsequently.

Third Party Rights. These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999. Only the parties to these Terms may enforce their provisions.

Assignment. The Client may not assign or transfer its rights or obligations under these Terms without Intentive's prior written consent. Intentive may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its business assets.

Notices. All formal notices under these Terms must be given in writing by email to the address provided by each party, or by recorded post to each party's registered business address.

Contact

For questions about these Terms, data processing, or our marketing services: