Terms and conditions

INTRODUCTION

Welcome to SalesValue.

Thank you for using SalesValue. SalesValue is incorporated as SalesValue ApS, CVR-nr. 36 02 85 80, Drosselvej 54, 2000 Frederiksberg. You can reach SalesValue at contact@salesvalue.net or +45 2048 3147.

SalesValue is a hosted software-as-a-service tool for Sales Content Management, that will find and enhance knowledge, so that your sales team can improve performance. All of these services are collectively called the Subscription Services. The Subscription Services can be accessed through https://app.salesvalue.net.

The Subscription Services are subject to your agreement and compliance with the terms and conditions of this agreement (the “Agreement”). When you create a User Account, it is constituting your accept of the Agreement, by which you are creating a binding contract between you and SalesValue. Prior to doing so, you must read, agree with and accept all of the terms and conditions contained in this Agreement and in the incorporated documents to the Agreement.

As long as you are in compliance with the terms and conditions of this Agreement and all incorporated documents, SalesValue hereby grants you a limited, revocable, non-assignable, non-transferrable, non-sublicensable and non-exclusive access to use the Subscription Services. No rights not explicitly listed are granted to you.

All layout in the Subscription Services, including but not limited to graphics, logos, names, designs, page headers, button icons, scripts, and service names and sound, are protected by intellectual property rights or ownership rights and belongs to either SalesValue or a third party, whom SalesValue has entered into an agreement with. You may not use the abovementioned for any purpose whatsoever other than as permitted by this Agreement.

All data accessed by SalesValue on your files shares and CRM systems belongs to you (“User Data”). Data generated through the Subscription Services is also owned by you. However, SalesValue is permitted to use this data in an aggregated form. Please read the Privacy Policy as it describes the types of data we collect from you and your devices (“Data”) and how we use your Data.

SalesValue may revise or update this Agreement by disclosing an amended version through the Subscription Services. If a modification is significant, SalesValue will make you aware of the modification and provide you with a notice, either through the Subscription Services, and/or through contact information provided by you. Your continuous use, in case of a significant modification after the expiry of the notice, following such update is considered as an acceptance of the updated Agreement. If you do not accept the update, you must stop using the Subscription Services. You will not be entitled to any compensation.

SalesValue reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Subscription Services, or any part thereof, with or without notice. You will be entitled to a proportional refund in case of a permanently discontinuation of the Subscription Services occurring through a Subscription Period.

Any not utilised enforcement of this Agreement does not constitute a waiver of rights of SalesValue.

Terms of service

In order to use the Subscription Services, you must create a User Account with the permissions with permissions to administrate your organization in SalesValue. You can create User Accounts for the Subscription Services and share its administrative privileges across the accounts created. User profiles are unique and consist of at least a user name, an encrypted password and an e-mail address. You are allowed to remove or disable the User’s accounts at any point in time and you are responsible for the creation of and/or amendments to the User’s profiles.

SalesValue disclaims any liability resulting from the Content posted on and activity occurring on your site and under your account. You are also solely responsible for the content posted by others, including but not limited to Users and Visitors.

SalesValue may use your contact information for administrative or verification purposes related to your use of the Subscription Services.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and SalesValue as a result of this Agreement or your use of the Subscription Services. You can therefore not commit SalesValue to any binding obligations.

Prices and Payment terms

You pay SalesValue a Licence fee for the use of the Subscription Services as follows:
- The cost of the Service cost is according to the current price list, and is calculated as a price per user per month.
- A User is an active registered User Account connected to your organisation in SalesValue.
- The cost of the Service includes full product capabilities and all upgrades within the chosen price plan. The cost is non-refundable.
- The Service is billed in advance either yearly or monthly.
- Terms of payment are 8 days from the day the invoice is issued or immediately through our online payment platform.

Failure to pay will ultimately result in the termination of your account and the Service. SalesValue reserves the right to limit access to the administrative panel or to the entire Service when outstanding invoices are overdue. After the Service is terminated, you will no longer have access to any content, including original video files and other data. SalesValue does not accept any liability for loss resulting from termination of your account. Termination of the account does not release you from the due payment obligation.

It is your responsibility to provide the correct and truthful contact and billing information, including Organization name and address along with a full contact name, e-mail address and direct phone number. If you are based in the EU, billing information also includes the organization’s VAT number whenever applicable. SalesValue disclaims any liability resulting from you providing SalesValue with the incorrect data.

Neither party can perform any off setting subject to a cunterclaim.

Trial, cancellation and termination

After creation of a User Account, you are entitled to up to 30 days long, no-billing, free-of-charge trial with the full product capabilities including support. This trial account is meant for testing purposes only. After expiration of the trial period, SalesValue can close the site without any notice, if no agreement on extending the use of the Service has been finalized. If you extend the use of the Service past the trial period, you can terminate the Service at any time in writing, effective from the beginning of the next payment cycle.

SalesValue reserves the right to modify the Service for any reason and without notice.

SalesValue reserves the right to discontinue the service. You will be informed at least 6 months in advance in such instance. In addition, SalesValue reserves the right to transfer the Service wholly or in part with all the Content, Users and rights to the third party.

The Agreement may be terminated partly or fully for cause by the non-breaching Party, if the other Party is in material breach of the Agreement and fails to cure – if curable – such breach within thirty (30) days upon the receipt of a written notice from the non-breaching Party. The following situations will always be considered material breach:
- If you fail to a make payment as specified in clause 1 (Price and Payment Terms)
- If a Party undergoes bankruptcy proceedings or reconstruction proceedings.

Diclaimer and Indemnification

SalesValue guarantees to be entitled to facilitate the Subscription Services, cf. section 3. However, SalesValue does not hold any liability in regards to the accessibility, quantity or quality of any User Data.

You agree to defend, indemnify and hold SalesValue and SalesValue’s suppliers harmless from all allegations, judgements, awards, losses, liabilities, costs and expenses. You also agree to indemnify SalesValue for any claims and demands arising out of your activities and/or use of the Subscription Services. Value is not liable for any losses suffered by you.

SalesValue disclaims any liability for matters in relation to the Subscription Services. This entails, but is not limited to, any warranty of fitness for a particular purpose. Further, SalesValue do not represent or warrant that access to the Subscription Services will be error-free or uninterrupted, or without defect, and SalesValue do not guarantee that you will be able to access or use the Subscription Services, or its features, at all times.

To the maximum extent permitted by applicable law, SalesValue also disclaims all claims and liabilities with respect to third party claims including product liability claims. SalesValue shall not be liable to you or any other person or entity for indirect, special, incidental, consequential, punitive or exemplary damages including but not limited to loss of profits, loss or damage of data (including User Data) and restoring hereof, loss of goodwill, other business related losses or losses inflicted on a third party, arising out of the Agreement or in connection with the transaction or any acts or omissions associated therewith or relating to the Subscription Services, whether such claim is based on the rules of breach of contract, tort or other applicable law, including the rules of product liability, and regardless of the causes of such loss or damages or whether any other remedy provided herein fails.

Except where caused by the gross negligence or wilful misconduct of SalesValue, the total liability of SalesValue under the Agreement, including but not limited to any claim arising out of contract or tort, shall be limited to a maximum of aggregated fees for Subscription Services invoiced to and paid by you to SalesValue in the period of the twelve (12) months before the occurrence giving rise to the claim, c.f. with section 1.1.

SalesValue does not guarantee any certain amount of content at the Subscription Services. SalesValue cannot be held liable if the amount or a specific piece of content is removed from the Subscription Services.

SalesValue is not liable for any typographical errors or inaccuracies and reserves the right to correct any of such errors.

When referring to SalesValue in this clause, SalesValue’s parents, subsidiaries, affiliates, directors, shareholders, members, managers, employees and suppliers, are also held under the same indemnifications.

Confidentiality

Neither Party may without the written approval of the other Party convey or disclose to a third party confidential information, including but not limited to source code and user data, as well as information regarding internal affairs, technical, commercial or other confidential information of the other Party, except that SalesValue may convey such information to a controlled entity, solely to the extent necessary to fulfil its obligations under this Agreement. SalesValue and you must ensure the observation of confidentiality by imposing a duty of confidentiality on their personnel and affiliates.

The undertakings in this clause shall apply unchanged during the term of this Agreement and in perpetuity hereafter.

Force majeure

SalesValue cannot be held liable, directly or indirectly, in any way in the event of force majeure. Amongst recognised force majeure events are; war, nature disasters, strikes, fires and other conditions of which SalesValue is not in charge of. In case of a force majeure event, delivery according to this Agreement is suspended until the force majeure condition is passed. If the delay remains for more than a month, both Parties can terminate the Agreement notice and without payment of compensation or damage to the other party.

Miscellaneous

You must not assign the Agreement without the written consent of SalesValue. SalesValue is entitled to assign the Agreement without prior approval from you.

This Agreement with its appendices constitutes the entire agreement between the Parties hereto.

Any amendments or supplements to this Agreement shall be made in writing.

If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect and will not affect the validity and enforceability of any remaining Agreement.

Choice of law and venue

This Agreement shall be governed by the laws of Denmark and each Party agrees to submit exclusively to the courts of Copenhagen.

 

Revision 11. January 2018

SalesValue ApS

Drosselvej 54

2000 Frederiksberg

Denmark

Phone: +45 2048 3147

Business registration number: DK- 36028580