GENERAL TERMS – EngageSales AB
These General Terms govern the entire contractual relationship between the Customer and EngageSales and are incorporated in the Agreement between the Customer and EngageSales by reference in the Order Form and/or by reference on www.engagesales.com and/or by reference in the Services.
If you register for a free trial of the EngageSales Services, the applicable provisions of these Terms will govern that free trial.
- Services and right to use
2.1 Subject to the terms and conditions of this Agreement, the Customer is given a non-transferable, non-exclusive, non-sublicensable, limited term, world-wide right to permit Users to access and use the Services subject to the terms of this Agreement. The Services and their features are described on www.engagesales.com.
2.2 The Services will be made available to the Customer during the term of the Agreement and only after entering the Agreement. The Customer is aware that EngageSales may at any time implement new versions and upgrades of the Services.
2.3 EngageSales will use commercially reasonable efforts to make the Services available over the Internet 24 hours a day, 7 days a week but cannot guarantee that the Services will be uninterrupted or error free. Measures that may affect the aforementioned accessibility are inter alia scheduled maintenance, which EngageSales will schedule to the extent practicable during the weekend or outside normal business hours (Sweden (CET)) unscheduled emergency maintenance and any other cause beyond EngageSales’ control.
2.4 A new customer may be entitled to a Free Trial, unless the customer has applied for the account as a result of an ongoing marketing campaign. If the period of Free Trial has expired, the account will be automatically deactivated. In order to prevent deactivation or to reactivate the account, the customer is required to select a suitable plan and pay the fees.
- Customer Support
EngageSales will, as part of the Services and at no additional cost, provide the Customer with EngageSales’ standard customer support service. The customer support service will be provided during normal business hours (Sweden (CET) on days when commercial banks are open to the general public in Sweden.
- The Customer’s obligations
4.1 The Customer shall not use, or permit the use of, the Services in any way that could damage, overburden, disable, impair or otherwise hinder or interfere with EngageSales’ provision of the Services. It is the responsibility of the Customer to ensure the security of the Customer’s passwords and equipment used to access the Services.
4.2 All Customer Data uploaded to, transferred through, processed or entered into the Services by the Customer and/or Users shall be the sole responsibility of the Customer.
4.3 The Customer may not provide access to the Services to any third party except for a party that is acting as a consultant providing services to and on behalf of the Customer.
- Upgrades and limitations in the use of the Services
Services with volume restrictions stated in an Order Form, including but not limited to users, will be automatically upgraded and charged according to EngageSales’ then current price list when the maximum level for the current account is exceeded. Once the upgrade is done the volume levels cannot be decreased during the relevant Agreement term stated in the Order Form. The Customer may decrease the volume levels prior to a renewal period by giving EngageSales written notice of such decrease no later than two (2) months before the end of the relevant term.
- Fees and payment terms
6.1 The Customer shall pay all fees specified in an Order Form or as otherwise agreed. Payment obligations are non-cancellable and fees paid are non-refundable, except as set out in section 14.3. All fees are stated exclusive of VAT.
6.2 All invoicing is done in advance. Payment shall be made to EngageSales under the payment terms in the Order Form. EngageSales reserves the right to immediately suspend delivery of the Services and the Customer’s access to the Services if payment is not received after a reminder has been sent. Any suspension by EngageSales of the Services in accordance with the provisions of this Agreement, shall not relieve the Customer of its payment obligations under this Agreement and EngageSales shall not be held liable for any loss and/or damage suffered by the Customer as a result of such suspension.
- Customer Data
7.1 All Customer Data is and shall remain the property of the Customer, and EngageSales may only use the Customer Data and statistics in accordance with this Agreement and otherwise in order to fulfil its obligations to the Customer and/or to exercise its rights under the Agreement. EngageSales shall by no means sell or commercially share the Customer data with any third party. EngageSales shall have no liability for such Customer Data.
7.2 Notwithstanding the above, EngageSales may anonymously include Customer’s statistics in EngageSales Index and use Customer Data in accordance with section 10.
7.3 It is the sole obligation of the Customer to ensure that it possesses necessary back-up of the Customer Data that it desires to retain when the Agreement is terminated.
7.4 The Customer acknowledges and agrees that, following the effective date of this Agreement’s termination, it will not have access to the Services or to any Customer Data stored. EngageSales in accordance with standard procedures will permanently delete and destroy all copies of the Customer Data within a reasonable timeframe.
- Intellectual Property Rights
8.1 EngageSales shall hold title to all intellectual property rights and technical solutions in or relating to the Services. Under no circumstances shall the Customer or a third party acquire any intellectual property rights to the Services or to the software or technical solutions used in the Services, or to any trademark or any other business mark belonging to or used by EngageSales. Any rights not expressly granted herein are reserved by EngageSales.
8.2 EngageSales shall own all suggestions, requests, recommendations, improvement or enhancement request or other input or feedback provided by the Customer or any other party relating to the Services.
8.3 The Customer shall not, directly or indirectly, (i) modify, decompile, disassemble or reverse engineer the Services or attempt to discover the code and/or underlying structure, ideas or algorithms of the Services or any software, data or documentation related to or provided with the Services; (ii) modify, translate or create derivative works based on the Services; (iii) access or use the Services to build (or support or assist a third party in building) any product or service competing with the Services.
EngageSales owns the right to disclose the fact that the Customer is a paying customer of EngageSales and the Customer agrees that EngageSales may use the Customer’s name and logo to identify the Customer as a customer of EngageSales on www.engagesales.com and in other promotional and marketing material.
- Statistical information
Notwithstanding anything else in the Agreement, EngageSales shall have the right to monitor the Customer’s use of the Services and use Customer Data in an aggregate and anonymous manner, solely for the purpose of compiling statistical and performance information related to the provision and operation of the Services, and may make such information publicly available, provided that such information does not incorporate Customer Data and/or contain confidential information of the Customer. EngageSales retains all intellectual property rights in such statistical information.
- Limited Warranty
11.1 EngageSales warrants that the Services will under normal use and circumstances perform substantially and materially in accordance with how the Services are presented on www.engagesales.com.
11.2 Except for the express warranties set forth in section 11.1 above the Services are provided on an “AS IS” basis. To the furthest extent, EngageSales expressly disclaims and excludes from the Agreement all other conditions, terms and/or warranties of any kind, that the Services will be uninterrupted and/or error free and/or completely secure. The Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of privacy, confidential information and property.
- Limitation of Liability
In the event of major defects that seriously impede the Customer’s use of the Services and that are attributable to EngageSales, EngageSales undertakes to use its best endeavours to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by EngageSales, EngageSales otherwise assumes no responsibility for defects, interruptions or deficiencies in the Services. The Customer shall not be entitled to a reduction in payment (or repayment of fees paid), or to damages or other sanctions in the event of operational disruption or errors that impede the use of the Services, unless caused by EngageSales with intent or gross negligence.
- Force Majeure
Each party shall be entitled to suspend performance of its obligations under the Agreement to the extent that such performance is impeded by any of the following circumstances: industrial disputes and any other circumstance beyond the reasonable control of the affected party such as fire, war, extensive military mobilization, acts of terror, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstances referred to in this section.
- Term and termination
14.1 This Agreement enters into force upon acceptance by the Customer in an Order Form, agreement, or in any other form and continues for the Initial Period specified therein (and for any Renewal Terms thereafter as further set out below).
14.2 If not otherwise specified in the Order Form, the Agreement shall automatically renew for additional periods equal to the expiring Initial Period, unless either party gives the other written notice of non-renewal at least two (2) months before the end of the relevant term. Fees for the Services during any such renewal term shall be the same as that during the prior term unless EngageSales has given the Customer a written notice of an increase of the fees at least three (3) months prior to the end of such prior term, in which case the fee increase shall be effective upon the start of the new Renewal Term.
14.3 Each party shall be entitled to prematurely terminate the Agreement in writing where the other party is in material breach of its obligations under the Agreement and fails to effect rectification within ten (10) days of a written demand therefore or if the other party becomes bankrupt or otherwise insolvent.
14.4 Termination shall be made in writing and shall be signed by the terminating party. The Customers termination shall be sent by email to email@example.com. A non-payment is not considered to be a termination.
EngageSales reserves the right to amend these General Terms and such amended General Terms will thereafter govern and supersede any previously agreed general terms and conditions between the Customer and EngageSales. The Customer shall be informed of such amendments by email and the Customer shall be deemed to have received such notice within two (2) weeks of the notice being sent by email. Where the Customer does not accept the amendment, the Customer shall be entitled, within thirty (30) calendar days from the date the email was sent, provided that the changes have a material adverse effect on the Customer, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Customer within the aforementioned time, the Customer shall be deemed to have accepted the new terms and conditions of the Agreement.
Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding, EngageSales shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement with the Customer’s prior consent in connection with a sale of some, or substantially all, of the assets of EngageSales to a third party.
This Agreement shall be governed by the laws of Sweden without reference to its principles on conflict of laws. The parties submit to the exclusive jurisdiction of the Swedish Courts.