Terms of Service

This policy is effective as of 31 January 2025.

These Terms of Service ("Agreement") govern the overall relationship between Salesmotion Limited ("Salesmotion", “we”, “us”, or “our”) and the entity identified in an Order Form ("Customer"). This Agreement applies to Customer’s access to and use of Salesmotion’s software, hosted services, and any related professional services or support (collectively, the “Services”), as specified in an Order Form.

Salesmotion Limited, a company registered in England and Wales with its principal office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, provides the Services under this Agreement.

1. SERVICES AND SUPPORT

1.1. Provision of Services. Subject to the terms of the Agreement and applicable Order Form and Customer’s payment of undisputed fees, Company grants Customer a non-exclusive, non-transferable (except in accordance with 10.2), non-sublicensable right to access and use the Services solely for Customer’s internal business purposes in accordance with, and subject to, the applicable Order Form.

1.2. Authorized Users. Customer may authorize individuals to access and use the Services (each, a “User”), and Users may include Customer’s employees, affiliates and contractors acting on its behalf, so long as Customer remains responsible for their compliance.

1.3. Usage Limits. Each subscription to the Services is subject to usage limits more fully described in the applicable Order Form. Except as otherwise provided herein, the listed quantities of the Services specified in the Order Form cannot be decreased prior to the end of the then-current Initial Service Term or Renewal Term, regardless of any termination, non-payment, or non-use by Customer.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1. Restrictions. Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to any portion of the Services, unless this restriction is not permitted under applicable law; (b) copy, modify, translate, or create derivative works based on any portion of the Services (except to the extent expressly permitted by Company or authorized within the Services); (c) sell, rent, lease, pledge, assign or use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) remove any proprietary notices or labels contained in the Services; (e) use any portion of the Services for any fraudulent or unlawful purposes or in violation of any third party’s proprietary or contractual rights;

(f) use any portion of the Services to build any products or services that are competitive to any portion of the Services or to create similar ideas, features, or functions of any portion of the Services; (g) interfere or attempt to interfere with the proper working of the Services or any other user’s use of the Services; (h) bypass any measures Company or its licensors may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected) scan or test vulnerability of the Services or related products and services without Company’s prior written consent; or (i) access any portion of the Services for any benchmarking, comparative or competitive purposes.

2.2. Customer Data. Customer retains all right, title, and interest in and to any data, information, text, graphics, or other materials (including personal data) that Customer provides to Company in connection with the Services (“Customer Data”). Customer represents and warrants that it has all necessary rights, consents, and authority to provide Customer Data to Company and to grant the rights herein. Customer hereby grants Company a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, and display Customer Data solely as necessary to provide and support the Services.

Except as otherwise stated in this Agreement or an Order Form, Company will not disclose or share Customer Data with any third party other than Company’s authorized subprocessors who assist in delivering the Services, and Company will be responsible for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, and legality of Customer Data. If Customer Data includes personal data, the Data Processing Addendum (“DPA”) applies to Company’s processing of such data.

2.3. Third Party Products. The Services may interoperate with third-party applications or services (“Third-Party Services”) that are not provided by Company. Customer is responsible for complying with the terms of use for any Third-Party Services and acknowledges that Company makes no warranties or guarantees regarding, and is not liable for, any Third-Party Services or their effects on the Services. By enabling or using any Third-Party Service with the Services, Customer authorizes Company to access and exchange Customer Data as necessary to facilitate interoperability. Company is not responsible for the security, availability, or performance of any Third-Party Services, or for how such Third-Party Services handle Customer Data.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1. Confidentiality

(a) Definition of Confidential Information.
“Confidential Information” means any non-public business, technical, or financial information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), which is either marked or identified as confidential, or which, under the circumstances, a reasonable person would understand to be confidential. For clarity, (i) all business terms of this Agreement (including pricing) are considered Confidential Information of the Disclosing Party, and (ii) Confidential Information does not include information that (1) is or becomes publicly available without breach of this Agreement, (2) was already lawfully in the Receiving Party’s possession without obligation of confidentiality, (3) is lawfully disclosed to the Receiving Party by a third party without restriction, or (4) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

(b) Obligations.
The Receiving Party shall (i) use the Disclosing Party’s Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement, and (ii) not disclose such Confidential Information to any third party, except to those employees, advisors, or contractors who have a bona fide need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement. The Receiving Party shall use at least the same degree of care (but no less than reasonable care) to protect the Disclosing Party’s Confidential Information as it uses to protect its own.

(c) Required Disclosures.
If the Receiving Party is compelled by law, regulation, or court order to disclose the Disclosing Party’s Confidential Information, it shall, to the extent permitted, provide the Disclosing Party with prior written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. The Receiving Party shall limit any disclosure to that which is legally required and shall reasonably cooperate with the Disclosing Party’s efforts to protect the confidentiality of the Confidential Information.

(d) Return or Destruction.
Upon the Disclosing Party’s written request or upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all of the Disclosing Party’s Confidential Information, provided that the Receiving Party may retain archival copies required by law or standard backup procedures, subject to its continuing obligations of confidentiality under this Agreement.

3.2. Ownership. Customer owns and retains all right, title and interest (including all intellectual property rights) in and to the Customer Data. Except for any Customer Data, including data or information inferred or derived directly from Customer Data, therein Company will own and retain all right, title and interest in and to: (a) the Services and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions, or other technology developed or used by Company in connection with the Services or support; and (c) all intellectual property rights related to any of the foregoing.

3.3. Usage Data. Customer retains all right, title, and interest in and to any Customer Data. With respect to such Customer Data, Salesmotion has a non-exclusive right to internally use, copy, modify, transmit, and display it as necessary to provide the Services to Customer, and in aggregated or anonymized form to maintain and improve the Services, provided that such aggregated or anonymized data cannot identify Customer or any individual.

3.4. Feedback. During the Term, Customer may provide Company with feedback concerning the Services, or Customer may provide Company with other comments and suggestions for new products, features, or improvements (collectively, “Feedback”). Except for Customer Data therein, Customer grants Company an unrestricted, irrevocable right to use such Feedback in connection with the Services. All Feedback provided by Customer to Company shall be provided on an “as is” basis with no warranty. For the sake of clarity, (i) Customer is not obligated to provide Company with any Feedback under this Agreement, and (ii) under no circumstances will Customer Data constitute Feedback under this Agreement.

4. PAYMENT OF FEES

4.1. Fees and Overages.

(a) Purchase Options:

Web Purchase (No Order Form). If Customer buys a monthly or annual subscription on Company’s website without an Order Form, these Terms alone apply.

Order Form Purchase. If an Order Form is used, the Order Form prevails if there is any conflict with these Terms.

(b) Subscription Types

Monthly Rolling. Fees are billed monthly; Customer may cancel anytime, effective at the end of the current billing cycle. No refunds apply to any unused portion of the monthly period.

Annual. Fees for the full annual term are due upfront (or as otherwise stated) and are non-cancellable and non-refundable mid-term, except as expressly provided.

(c). Overages

If Customer’s usage exceeds purchased limits, Company will provide notice and allow thirty (30) days to reduce usage. If usage remains above the purchased level after that period, excess usage will be invoiced at one hundred twenty percent (120%) of the applicable unit rate for the remainder of the then-current term.

(d) Fees, Refunds, and Changes

Except as expressly stated in these Terms or in an Order Form, all Fees are non-refundable. Prices exclude VAT and any other applicable taxes unless otherwise specified. Company may revise Fees or introduce new fees at the end of the current subscription term by providing thirty (30) days’ notice (which may be sent by email).

4.2. Invoicing. Full payment for undisputed invoices must be received by Company within 30 days after Customer’s receipt of each such invoice. Undisputed unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer will be responsible for all taxes, including but not limited to sales and use tax and VAT, associated with the Services (other than U.S. taxes based on Company’s real property or net income).

4.3. Advance Payment: All fees for services are due and payable in advance of service delivery in full for the duration of the term. By subscribing to the services, the Customer agrees to pay the applicable service fees as agreed in the service agreement. Payment of fees shall be a precondition to the commencement or continuation of the services provided under this agreement during term. Failure to make payment in advance may result in suspension or termination of services. The company reserves the right to modify the payment terms and fees upon thirty (30) days prior written notice to the Customer.

4.4. Applicability of Terms.

These terms apply unless otherwise explicitly specified in the Order Form. In case of any discrepancies between these terms and the terms set forth in the Order Form, the Order Form will take precedence.

5. TERM AND TERMINATION

5.1. Term. This Agreement will start on the effective date set forth in the applicable Order Form and will continue until terminated in accordance with this Section 5. The term of each Order Form shall be for the term set forth on the Order Form (“Initial Service Term”); thereafter, the Order Form will automatically renew for additional periods of the same duration as the Initial Service Term (each a “Renewal Term” and together with the Initial Service Term, the “Term”), unless either party requests termination at least 30 days prior to the end of the then-current Initial Service Term or Renewal Term.

For monthly subscriptions, the Term will automatically renew on a monthly basis until canceled by the Customer. The Customer may cancel a monthly rolling subscription at any time, but the fees for that month will be non-refundable, and the service will continue until the end of the current billing cycle.

For annual contracts with an Order Form, the Term will continue as set forth in the Order Form and will automatically renew as described above unless terminated with 30 days' notice prior to the end of the then-current Initial Service Term or Renewal Term.

For annual subscriptions, the Term will automatically renew on a yearly basis until canceled by the Customer. The Customer may cancel a yearly subscription at any time, but the fees for that year will be non-refundable, and the service will continue until the end of the current billing cycle.

5.2. Termination. A party may terminate this Agreement or any Order Form for cause: (a) upon 30 days written notice to the other party if the other party materially breaches this Agreement and such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Any termination of this Agreement shall automatically result in the termination of all Order Forms. In addition, this Agreement will automatically terminate if there are no Order Forms or other subscriptions referencing this Agreement for a continuous period of 30 days.

5.3. Effect of Termination. If an Order Form is terminated by Customer in accordance with Section 5.2, Company will refund Customer any prepaid Fees covering the remainder of the Term after the effective date of termination. If an Order Form is terminated by Company in accordance with Section 5.2, Customer will pay any unpaid fees covering the remainder of the Term.

For monthly and annual subscriptions, no refunds will be issued upon termination, but the service will remain active until the end of the current billing cycle.

5.4. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. PRIVACY AND SECURITY

6.1. Data Processing Addendum. The parties acknowledge and agree that the Data Processing Addendum that has been executed by the parties, or if no such agreement exists, the Data Processing Addendum which by Salesmotion (“DPA”), is hereby incorporated herein by reference to the extent Customer provides Company with personal data that is subject to data protection laws for processing on Customer’s behalf. The current DPA can be accessed here: https://salesmotion.io/dpa.

6.2. Security. Company shall maintain commercially reasonable administrative, technical, and physical measures to protect the security, confidentiality, and integrity of Customer Data and all Customer Confidential Information. Such measures will be commensurate with Company’s size and complexity, the nature and scope of its operations, and the sensitivity of the Customer Data and Customer Confidential Information.

7. WARRANTY AND DISCLAIMER

7.1. Mutual Warranties. Each Party represents and warrants that: (a) It has full legal authority to enter into this Agreement, and this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (b) It will comply with all applicable laws and regulations in performing its obligations and exercising its rights under this Agreement.

7.2. Company Warranties. The Company warrants that the Services will materially conform to the description set forth in the applicable Order Form when used in accordance with this Agreement. If the Services fail to conform to this warranty, the Company will, as its sole obligation and the Customer’s exclusive remedy: (i) Use commercially reasonable efforts to correct the non-conformity at no additional charge to the Customer; or (ii) If unable to remedy the non-conformity within 30 days of receiving written notice from the Customer, either Party may terminate this Agreement and/or the affected Order Form, and the Company will refund any prepaid fees for the unused portion of the then-current subscription term, excluding any non-recurring fees (e.g., implementation or professional services fees).

7.3. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY AGREED IN WRITING, THE SUBSCRIPTION SERVICES, AND ALL OTHER SERVICES AND MATERIALS PROVIDED HEREUNDER ARE PROVIDED "AS IS," AND COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS, OR ANY OTHER PARTY REGARDING THE COMPANY IP OR THE SERVICES AND MATERIALS.  COMPANY DOES NOT WARRANT THAT ANY DATA, INSIGHTS, OR RECOMMENDATIONS GENERATED BY THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, COMPANY HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SUBSCRIPTION SERVICES WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. INDEMNITY

8.1 Indemnification by Company: Company shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, affiliates, and agents ("Customer Indemnified Parties") from all third-party claims, losses, damages, liabilities, and reasonable legal fees ("Losses") arising from allegations that the Services infringe, misappropriate, or violate a third party’s intellectual property rights.

If any part of the Services is or is likely to become the subject of an infringement claim, Company may: (i) procure the right for Customer to continue using the Services; (ii) replace or modify the Services to be non-infringing while maintaining materially equivalent functionality; or (iii) terminate this Agreement and provide a pro-rata refund of prepaid fees, limited to the last 12 months.

Company shall not be liable for claims arising from: (a) misuse of the Services, (b) combination with unauthorized third-party products, or
(c) modifications made by anyone other than Company.

8.2 Indemnification by Customer: Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, affiliates, and agents ("Company Indemnified Parties") from all Losses arising from: (a) Customer Data (except to the extent caused by Company’s unauthorized use), (b) Customer’s breach of Sections 2.2 or 2.3, (c) Misuse of the Services, legal violations, or unauthorized third-party access.

8.3 Indemnification Procedures: (a) The Indemnified Party must promptly notify the Indemnifying Party in writing (delays only relieve obligations if materially prejudicial). (b) The Indemnifying Party controls the defense and settlement, except that settlements requiring admission of liability or affirmative obligations require consent. (c) If the Indemnifying Party fails to defend, the Indemnified Party may take over the defense and seek reimbursement.

9. LIMITATION OF LIABILITY.

TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR LIABILITY ARISING FROM (I) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR (II) THE EXCLUSIONS (AS DEFINED BELOW), NEITHER PARTY NOR ITS SUPPLIERS WILL BE LIABLE TO THE OTHER FOR: (A) ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST OR CORRUPTED DATA, OR BUSINESS INTERRUPTION), OR (B) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO ANY CLAIMS OR LIABILITIES ARISING UNDER SECTIONS 3, 6 OR 8

(COLLECTIVELY, “EXCLUSIONS”); PROVIDED THAT EACH PARTY’S AGGREGATE LIABILITY FOR THE EXCLUSIONS WILL NOT EXCEED ONE TIMES (1X) THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

10. MISCELLANEOUS

10.1. Severability. If any provision of this Agreement is deemed unenforceable, the remainder will remain in effect to the maximum extent permitted by law.

10.2. Assignment. Neither party may assign this Agreement without prior written consent, except in the case of an assignment to an affiliate, or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement.

10.3. Publicity. Company may identify Customer as a user of the Services and may use Customer’s name, logo, and other trademarks to identify Customer as customer of the Company (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Either party may publicly identify the other as a contracting party and use its name, logo, and trademarks for marketing and promotional purposes. Either party may revoke this right with written notice.

10.4. Entire Agreement. This Agreement is the entire understanding between the parties and supersedes all prior agreements. Any modification must be in writing and signed by both parties.

10.5. No Agency. This Agreement does not create an agency, partnership, joint venture, or employment relationship between the parties. Neither party has authority to bind the other.

10.6. Injunctive Relief. A breach of this Agreement may cause irreparable harm. The non-breaching party may seek injunctive relief without posting a bond.

10.7. Notice. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Company will be sent to Salesmotion Limited, 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ, 5- Attention: Semir Jahic with a copy to sales@salesmotion.io or to such other address as Company designates in writing. Notices to Customer will be sent to the address stated in the most recent Order Form on file for Customer or to such other address as Customer designates in writing.

10.8. Governing Law; This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement. The parties irrevocably agree that the venue for any litigation or proceeding under this Agreement will be London. The exception to this is that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights.

10.9 Force Majeure. Neither party will be liable for delays or failures due to circumstances beyond their reasonable control (e.g., natural disasters, cyberattacks, pandemics, or government actions). The affected party must notify the other party as soon as practicable and take reasonable steps to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the Agreement.