SALES TERMS AND CONDITIONS
These Terms and Conditions (“Terms”) comprise the terms and conditions under which Strategic Links London Ltd (“The Supplier”) will supply licenses and or Services. You accept these terms on behalf of the entity you represent (“The Client”), together with its Affiliates by either:
(I) physically or electronically signing the Terms; or
(II) placing an order with The Supplier on behalf of The Client. Upon acceptance, the Terms will remain in effect until terminated by either party. Either party may terminate the Terms at any time and for any reason by providing 30 days prior written notice to the other party.
Articles 1, 3, 6, 7, 8, 9, 11, 12, 13, 15, 17, 18 and 19 of the present agreement will survive any termination of the Terms.
- DEFINITIONS AND INTEGRATION
In addition to any definitions contained within the body of these Terms, the following definitions apply:
“Affiliates” means any person, corporation or other entity that now or in the future, directly or indirectly controls, is controlled by or is under common control with The Client. For purposes of this definition, “control” means:
(a) with respect to a corporation, the ownership, directly or indirectly, of fifty percent (50%) or more of the voting power to elect directors thereof; and
(b) with respect to any other entity, the power to direct the management of such entity.
“Contract” means an agreement, an Order Confirmation, a statement of work or similar document for the supply of licenses or the provision of Services between The Supplier and The Client.
“easyCRM” is a brand of Strategic Links London Ltd, a company registered in England and Wales with number 08824679, incorporated in London, Kemp-House City Road, EC1V 2NX, UK.
The Company provides IT services to businesses, with regards to CRM, Data Management and other IT services.
“Licensor” means the legal entity that is the owner of the intellectual property rights vested in the software with the authority to define the End User License Agreement (“EULA”), Product Terms (“PT”) or other terms and conditions for the use of the software and licenses.
“Order Confirmation” means The Supplier’s acceptance of The Client’s purchase order in writing. The Client’s order and any automatically generated response by The Supplier do not represent a binding Order Confirmation.
“Services” means any delivery, installation, configuration, consultation or other professional services as specified by the parties in a Contract.
“Product” means any solution, integration, digitally available created or distributed by the Supplier
Unless otherwise agreed in writing by The Supplier, all licenses and Services are supplied under these Terms with the exclusion of any other terms and conditions set out or referred to in any document or other communication used by The Client prior to or in concluding a Contract. These Terms will apply to each Contract The Company sign no matter if The Client uses or propose a different format as his own standard - even if, for internal reasons, the Client needs to get that form signed by every supplier-. In the event of a conflict between the Terms and a Contract, this Terms & Condition will prevail, unless all of the following apply:
I -the Contract clearly identifies the applicable section of the Terms that is to be modified; and
II -the Contract clearly states that such provision of the Contract supersedes the conflicting or inconsistent provision in the Terms.
Any other attempt to alter or amend these Terms will be deemed void and have no effect.
Any modifications to these Terms contained within a Contract are effective as to that Contract only and will not modify the Terms for any other purpose whatsoever. These Terms cannot be modified except in a written document signed by all parties.
- ORDER AND DELIVERY POLICY
2.1 Price quotations and purchase orders are not binding upon either party until an Order Confirmation is delivered. The Order Confirmation is subject to availability by Licensor. The Client will receive the licenses by electronic transmission, electronic access or download. The Client is responsible for the payment of each order it places and all orders by its Affiliates.
2.2 When an order has been confirmed the hours allowance becomes the contract binding: The Client is committed for that amount and even The Client cancel the project or decide to change provider for any reason, that amount remains due. The Client still liable for any damage or loss The Supplier will incur due to its decision.
- RETURN POLICY
The Supplier will not accept the return of supplied licenses unless such returns are admissible as per the Licensor’s return policies. If the licenses received are not those detailed in the Contract, The Client shall inform The Supplier no later than 10 business days of delivery.
- PRODUCT and SERVICES
4.1 The Supplier shall perform the Services with due care and in accordance with the Contracts.
4.2 The Supplier will not be required to follow any requests or instructions (“Change Request”), which change or supplement the substance or scope of the Services described in a Contract. If The Supplier provides the Services described in a Change Request, then The Client shall pay for such Services pursuant to these Terms and the applicable Contract.
4.3 The Supplier provides licence for use its products, and provides support on their use. The Supplier decline responsibility for misuse or damages occurred in using its product to third parties or even on clients' data.
5.1 Product Payments are requested in advance, as time related licence of use.
5.2 On projects invoicing scheduling will be run by time allowance or by month, which of them incurs first. Minimum allowance hours is 10 hours.
5.3 When projects are calculated as a fixed amount, invoicing will happen by advance payment 50% due on contract date, then by delivery date for each stage.
5.4 Payment terms are normally due in 15 days by invoice date.
6.1 The Supplier provides the price of the Services and the Products. All prices are subject to applicable sales or value added taxes. All prices and availability are subject to change unless agreed upon through a binding Order Confirmation or a Contract signed by both parties.
6.2 If Services, including subscription Services and Products, for the Client are performed by a party other than The Supplier, the fee for such a Service will be determined by the entity performing the Service. Such fees are not always fixed and may be subject to the usage of the Services by the Client. The Client shall accept the billing model and will pay the fee in accordance with the deadline specified by the third party. The Client is responsible to ensure to agree with the billing model offered by the third party.
6.3 Projects are purchased per batch of minimum 10 hours. That allowance will be allocated upfront to tasks required by the projects, then reporting of the effective effort will follow the tasks once completed. The allowance doesn’t expire, and it is not refundable. The halt of a project before in advance to its normal end does not cancel the allocated time allowance.
The Client shall timely calculate and pay any withholding taxes, import taxes, levies and duties based on cross-border transactions, including those resulting from transactions where The Supplier and The Client are tax residents of different Countries. If The Client is required by law to deduct or withhold any taxes from any amount payable on a cross-border transaction, the amount payable will be increased so that after making all required deductions and withholdings, The Supplier receives an amount equal to the amount it would have received had no such deductions and withholdings been made.
- WARRANTIES FOR LICENSES
The Client acknowledges that The Supplier only delivers licenses to software from third party Licensors. Such third party licenses will be distributed by The Supplier subject to the applicable EULA and PT of the software Licensor, which may contain a limited warranty from Licensor. Warranty terms and periods vary by Licensor and product. All of The Client’s rights and remedies with respect to an Order Confirmation, purchase, possession, use of the products, and all maintenance, update, warranty, liability, and any other obligations related to the products will be governed by the applicable policies and procedures of the Licensor stated in the EULA, PT or other documentation provided by Licensor. The Client acknowledges that it will be required to enter into a EULA, PT or similar end user agreement with the Licensor as a condition precedent to using Licensor’s software. The EULA/PT or similar agreement will outline all warranties and representations offered by the Licensor to The Client with respect to the licenses purchased. The Supplier does not make any representations or warranties relating to any software.
- NO WARRANTIES FOR THIRD PARTY SERVICES
All third party services distributed by The Supplier are delivered with the service provider’s limited warranty. The warranties for third party services that are not performed by The Supplier will be governed by the applicable policies and procedures of the service provider. The Supplier does not make any express or implied warranties for third party services.
- WARRANTIES FOR THE SUPPLIER SERVICES
10.1 Any Warranties for all Services performed by The Supplier will be stated in the applicable Contract and will apply only to the Contract in which they are contained.
10.2 The Supplier is committed to do the best possible under the common knowledge and the state of art, each service is provided under The Client’s supervision and is expected to satisfy The Client’s requirements. For this reason The Client’s requirements will be listed in a Work Breakdown Structure by The Supplier according to The Client’s specification.
10.3 The Supplier will still committed to alter or void or change the service in order to reach the expected, designed outcome whenever the situation incurs.
10.4 The Supplier will not be responsible and any alteration or change of the service will be charged if the requirements were satisfied by the service performed as well as they are described in the WBS approved by the client.
10.5 The WBS can also be created in short format as Time Tracking sheet when the project includes many stages to be defined ongoing by the client. ( ongoing services or maintenance or even complex, articulated projects where the client places multiple requests of small chunk of service).
- ORGANIZATION AND AUTHORITY
Each party represents that:
1 they are a valid legal entity in good standing under the laws of the jurisdiction in which they are organised;
2 they have full power and authority to enter into these Terms and any Contract, which will create a binding agreement between the parties; and
3 the performance by the parties hereunder will not violate any obligation or duty owed to a third party.
- DISCLAIMER OF WARRANTIES AND DAMAGES; LIMITATION OF LIABILITY
12.1 Except as stated herein, The Supplier hereby disclaims all warranties of any kind, express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall The Supplier, its shareholders, directors, officers, employees or other representatives be liable for general, indirect, consequential, or punitive damages related to any service or product sold.
12.2 The Supplier’ liability for any damages relating to licenses or Services available through The Supplier are limited to the value of the amounts paid by The Client under the Contract for such licenses or Services over the last twelve calendar months preceding the incident giving rise to the damage. In no event will The Supplier be liable for any incidental, consequential, special, punitive or indirect damages of any kind, including damages resulting from delay, loss of profits, lost business opportunity, loss of content, interruption of business or loss of goodwill, which may arise in connection with or pertaining to these Terms or any Contract, even if such party has been notified of the possibility or likelihood of such damages occurring under any theory of law (including tort or other theory).
12.3 The Client agrees that any Contract or other document relating to the purchase of licenses or Services submitted to The Supplier that includes any warranty to The Client or that includes language that may create a liability for The Supplier, or conflicts with these Terms, is void and of no effect, unless it complies with the integration requirements stated in Article 1.
- INTELLECTUAL PROPERTY RIGHTS
13.1 Nothing in these Terms provides The Client any right, title or interest in or to any intellectual property comprised in the licenses or the Services, which will at all times remain the property of The Supplier or of the Licensors, as applicable.
13.2 The Client acknowledges that the EULA/PT or similar agreement will outline all usage rights offered by the Licensor to The Client with respect to the licenses purchased.
13.3 The Client represents and warrants that it is buying the licenses for its own internal use and not for resale.
13.4 In the event of conflict between these Terms and the EULA/PT or similar agreement regarding the scope of the intellectual property rights, warranties and representations conferred to The Client, the EULA/PT will prevail.
The Supplier will provide any technical support on its service and products, not on hardware.
- PAYMENT TERMS AND LIABILITY
15.1 If The Client does not pay the amounts owed in a timely manner, then The Client shall pay interest charges and late payment fees on the outstanding amount, without any written demand or notice of default being necessary. All past due amounts will bear interest at the lesser of 3% per month or the highest rate allowed by law, until the invoice is paid in full.
15.3 The Client shall pay all charges incurred by authorized users of its account by bank transfer in effect. To the extent permitted by applicable law, The Supplier may require The Client to pay transaction charges levied by bank relating to purchases or currency exchange.
The Client shall pay all attorney fees, court costs, collection agency fees, or any other costs incurred by The Supplier in collecting any overdue amount owed by The Client.
- FORCE MAJEURE
The Supplier shall not be liable to The Client for any loss or damages which may be suffered by The Client as a direct or indirect result of the supply of licenses and Services by The Supplier being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond The Supplier’ reasonable control including but not limited to acts of God, war, riot, strike, lock-out, fire, flood, and storm.
- CONFIDENTIALITY - NON DISCLOSURE AGREEMENT
Subject to applicable law or regulation, the parties shall maintain the confidentiality of any Confidential Information and shall not, without the prior written consent of the disclosing party (“Discloser”), disclose such confidential information to any third party (excluding affiliates). “Confidential Information” means any information that is designated as “Confidential” by the Discloser or that the receiving party (“Recipient”) should reasonably believe to be confidential given the circumstances. Confidential information excludes any information that:
(I) is known by the Recipient prior to disclosure;
(II) becomes publicly available through no fault of the Recipient;
(III) is disclosed to Recipient by a third party with the legal right to make such disclosure; or
(IV) is independently developed by Recipient without use or reference to the Discloser’s Confidential Information.
- JURISDICTION AND GOVERNING LAW
In case of any controversy or dispute, The Supplier, The Client and/or the Affiliates shall discuss the matter in controversy or dispute and make a diligent effort to find an amicable solution. In all other situations this Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with these Terms or any Contract. The United Nations Convention on the International Sales of Goods will not apply to these Terms or any Contract.
- GENERAL CLAUSES
19.1 The invalidity or unenforceability of any provision of these Terms will not adversely affect the validity or enforceability of the remaining provisions.
19.2 All notices and other communications required or permitted to be served or given shall be in writing.
19.3 The failure of The Supplier to enforce the terms of these Terms does not constitute a waiver of it and will in no way affect the right to later enforce such terms.
19.4 Any heading, caption, or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof.
19.5 These Terms may be executed in any number of counterparts, which taken together will represent a single document. Digital, facsimile, and other electronic signatures will be deemed to be originals and will be enforceable between the parties.
19.6 These Terms together with the Contracts, represent the entire agreement between the parties regarding the subject matter hereof, and supersede all other agreements and understandings.
20 GDPR AND DATA HANDLING AND PROTECTION
The Supplier is GDPR compliant and data handling follow its strict procedure to void any loss or steal of data. The Supplier is not liable for data breaches that incur as effect of hacker attack or natural disaster.
The Client data will be handled in the best possible manner to void any data breach and won’t be in no way disclosed to anyone outside the company.