Terms of service

Parties and precedence

These terms are between GrowthMessenger Ltd, company number 134827C, registered in the Isle of Man at Third Floor, St George's Court, Upper Church Street, Douglas IM1 1EE, Isle of Man, and the licensed operator named on the statement of work. Below we are we and you are you.

Three documents govern the work, in this order: a signed statement of work, then a signed data processing agreement covering player data, then these terms. Where they conflict, the higher document wins on that point only. Nothing said in a call or a deck changes any of the three. Changes are made in writing and signed by both sides.

What we run

We are a performance messaging agency. We build campaigns, resolve segments, write the variants, fire the waves, split test offers, and attribute the deposits that follow back to the message that caused them. Then we reconcile those numbers against yours.

Everything sends under your registered sender identity, in markets where you hold a licence, to players who gave you consent. Scope is what the statement of work lists. Work outside it is a new statement of work.

What we are not

Stated plainly, because it matters more than most of what follows. We are not the licence holder. We hold no gaming licence anywhere and we do not operate under yours. We do not accept wagers, run games or hold player funds, and we are not a party to the contract between you and your player.

Nor are we your platform of record. Your player database, deposit ledger and self-exclusion register stay with you; we read from them and report on them. Where a regulator asks who was responsible for a message, the answer is you. We are who you instructed.

What the operator warrants

You confirm, for the whole term and on every campaign you approve, that:

• You hold a valid licence for every market a message is sent into, and will tell us in writing within one working day if one lapses, narrows or is suspended.
• Every contact in a file you hand us gave lawful consent to marketing from your brand, and you can evidence it on request.
• Opt-outs are honoured across your whole estate, not only in the campaign that produced them, and reach us before the next send.
• The segments you supply are accurate and current: right numbers, right market, right value tier, no test rows, no bought data.
• Self-exclusion and cool-off state is current and available to us at send time. A stale register is the one failure we cannot engineer around.
• The offer is lawful and correctly described where it lands, including any wagering or eligibility condition on it.

If any of that stops being true, tell us. We would rather hold a campaign than explain one later.

What we hold ourselves to

We enforce the contact cap in the statement of work, per player per week, across every campaign we run for you rather than per campaign. Quiet hours are read from the player's own local clock, and a message caught by a closed window waits rather than being dropped. Every destination passes the consent gate before it is queued: consent record, frequency cap and self-exclusion state, all at send time.

We run under your sender identity and your short domain, so the reputation stays yours. We rest a lapsed segment after three unanswered touches. The opt-out rate leads every report because it is the number that tells you when to stop. And we will refuse a send we think will burn your list. You can overrule us in writing, and we will note that we advised against it.

Fees

Three lines, never a fourth. A monthly retainer for the work, invoiced in advance. The message cost, passed through at what it costs us with no margin added, against a per-market rate card. And on reactivation programmes a performance share of attributed deposits, at the percentage in the statement of work.

The performance share is charged only on deposits we can prove we caused: a player who got a campaign message and returned through a signed link on your domain, inside the stated attribution window. Assisted deposits are reported separately and not charged. If we cannot attribute it, we do not bill it.

Invoices are monthly and payable within thirty days, in the currency named in the statement of work, without set-off and exclusive of tax. Late invoices carry interest at four percent above base rate, and after sixty days overdue we may pause sends until the account is clear. You get told first, not after.

Attribution and disputed numbers

We reconcile against your own reporting daily and name the gap rather than smoothing it. Where a monthly figure is disputed: you raise it within fifteen days of the invoice, we hand over the raw export behind it within five working days, and both sides work from one file.

Your platform is the source of truth for deposits. If your ledger shows a smaller figure and the export cannot close the difference, your number stands and the invoice is credited. The undisputed portion stays payable on its original date. If the gap runs above two percent for two months, performance share stops until it is fixed.

Who owns what

You keep your data. Player records, segments, deposit events, consent records and anything derived from them stay yours, during the term and after it. You also keep your sender identity, your network registrations and your short domain.

We keep our method and our tooling: the send desk, the split test framework, the attribution and reconciliation logic, our templates and our documentation. You get a licence to use the outputs, during the engagement and after. We may describe the work in aggregate, but never name you, your brands or your numbers in public without your written consent.

Liability

Our total liability, on any basis, is capped at the fees you paid us in the twelve months before the claim. Pass-through message cost is excluded: your spend, not our revenue. Neither side is liable for lost profit, lost goodwill or indirect loss.

Nothing here caps liability that cannot lawfully be capped, including fraud. And nothing moves regulatory responsibility onto us: a message sent on your instruction, to a market and a file you warranted, is your exposure. One sent outside your instruction is ours.

Suspension, term and termination

We will suspend sending immediately, without notice and without it counting as a breach by us, where consent for a file cannot be evidenced, where a licence lapses in a market we send into, where the self-exclusion register goes stale, or where a send would harm players. Suspension is not termination: retainer continues, message cost stops, we fix it.

The initial term is set in the statement of work, usually three months, then runs month to month. Either side may end it on thirty days' written notice, or immediately for insolvency or material breach not cured within fourteen days of notice.

On termination, for any reason, you get everything we built: segment definitions, message variants and their results, the split test library for your list, attribution configuration, the raw event history and the reporting logic, in plain documentation. Handover happens within fourteen days and is in the fee. No exit fee, no work held back. Player data is deleted or returned on the schedule in the data processing agreement.

Governing law and notices

These terms are governed by the law of the Isle of Man, and its courts have exclusive jurisdiction over any dispute. Before either side files anything, a named person from each spends thirty days trying to settle it. Most of these are arithmetic, and arithmetic can be checked.

Formal notice is given in writing to growth@growthmessenger.com, to the postal address above, and to the contact on your statement of work. If any part of these terms is unenforceable, the rest continues. Failing to enforce something once does not waive it. There are no third party beneficiaries. GrowthMessenger and growthmessenger.com are operated by GrowthMessenger Ltd, and questions before signing go to the same address.