Terms of Service

Welcome to salesflare.com and thank you for your interest in our Platform and Services.

These Terms of Service contain the terms and conditions that govern all use of the Platform and Services (as defined below). They are offered to you subject to your acceptance without modification.

When accepted by you, these Terms form a legally binding contract between you and the Provider (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

Please read these terms carefully. By registering for, accessing, browsing, and/or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these terms.

If you do not agree to be bound by these terms, then please do not access, browse, or otherwise use the Platform or the Services. Customers and/or users who violate these Terms may have their access and use of the Services suspended or terminated at the Provider's discretion.

Agreement

1. Definitions

1.1 Except to the extent expressly provided otherwise, in this Agreement:

• Account means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
• Agreement means this agreement including any Schedules, and any amendments to this Agreement from time to time;
• Business Day means any weekday other than a bank or public holiday in Belgium;
• Business Hours means the hours of 09:00 to 18:00 CET on a Business Day;
• Charges means the following amounts:
  • (a) the amounts specified on salesflare.com's pricing page and as described on salesflare.com's support page about billing;
  • (b) such amounts as may be agreed in writing by the parties from time to time.
• Customer means the person or entity who has concluded the Agreement with the Provider;
• Customer Confidential Information means any information disclosed by or on behalf of the Customer to the Provider during the Term of this Agreement (whether disclosed in writing, orally, or otherwise) that at the time of disclosure:
  • (a) was marked as "confidential"; or
  • (b) should have been reasonably understood by the Provider to be confidential;
• Customer Data means all data, works, and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by, or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;
• Documentation means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
• Effective Date means the date of execution of this Agreement;
• Force Majeure Event means an event or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, failures of the Provider's hosting provider, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars);
• Hosted Services means the services called Salesflare, as detailed on salesflare.com, which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement;
• Hosted Services Defect means a defect, error, or bug in the Platform having a material adverse effect on the appearance, operation, functionality, or performance of the Hosted Services, but excluding any defect, error, or bug caused by or arising as a result of:
  • (a) any act or omission of the Customer;
  • (b) any use of the Platform or Hosted Services contrary to the Documentation;
  • (c) a failure of the Customer to perform or observe any of its obligations in this Agreement;
  • (d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware, or software not specified as compatible on salesflare.com;
• Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered;
• Maintenance Services means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
• Mobile App means the mobile application known as Salesflare that is made available by the Provider through the respective app stores or via a dedicated download URL;
• Permitted Purpose means the follow-up of, management of, and personal (not mass) communication with customers and prospects with the goal of selling a product and/or service;
• Personal Data has the meaning given to it in Art. 13/14 of the Regulation (EU) 2016/679 (General Data Protection Regulation);
• Platform means the platform managed by the Provider and used by the Provider to provide the Hosted Services;
• Provider means Salesflare BVBA, a company incorporated in Belgium having its registered office at Rijnkaai 37 box 4, 2000 Antwerp, Belgium;
• Schedule means any schedule attached to the main body of this Agreement;
• Services means any services that the Provider provides to the Customer under this Agreement;
• Support Services means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services;
• Supported Web Browser means the current release from time to time of Google Chrome, or any other web browser that the Provider agrees in writing shall be supported;
• Term means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
• Update means a hotfix, patch, or minor version update to any Platform software;
• Upgrade means a major version upgrade of any Platform software.

2. Term

2.1 This Agreement shall come into force upon the Effective Date.

2.2 This Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 18.

3. Hosted Services

3.1 The Customer creates an Account with login details for that Account.

3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive license to use the Hosted Services by means of a Supported Web Browser for internal business purposes in accordance with the Documentation during the Term.

3.3 The license granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:

• (a) the Hosted Services may only be used by the officers, employees, agents, and subcontractors of the Customer;
• 3.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:
  • (i) the Customer must not sub-license its right to access and use the Hosted Services;
  • (ii) the Customer must not permit any unauthorized person to access or use the Hosted Services;
  • (iii) the Customer must not republish or redistribute any data, content, or material from the Hosted Services except for the Customer Data;
  • (iv) the Customer must not make any alteration to the Platform, except as permitted by the Documentation.

3.5 The Customer shall use reasonable endeavors, including reasonable security measures related to Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using an Account.

3.6 The Provider shall use reasonable endeavors to maintain the availability of the Hosted Services to the Customer, but does not guarantee 100% availability.

3.7 For the avoidance of doubt, downtime caused by any of the following shall not be considered a breach of this Agreement:

• (a) a Force Majeure Event;
• (b) a fault or failure of the internet or any public telecommunications network;
• (c) a fault, failure, or scheduled maintenance of the Provider's hosting provider;
• (d) a fault or failure of the Customer's computer systems or networks;
• (e) any breach by the Customer of this Agreement; or
• (f) scheduled maintenance carried out in accordance with this Agreement.

3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.9 The Customer must not use the Hosted Services:

• (a) in any way that is unlawful, illegal, fraudulent, or harmful; or
• (b) in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

3.10 For the avoidance of doubt, the Customer has no right to access the software code of the Platform.

3.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue.

4. Maintenance Services

4.1 The Provider shall provide the Maintenance Services to the Customer during the Term.

4.2 The Provider shall, where practicable, give the Customer prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services.

4.3 The Provider shall provide the Maintenance Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.

4.4 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue.

5. Support Services

5.1 The Provider shall provide the Support Services to the Customer during the Term.

5.2 The Provider shall make available to the Customer a helpdesk for the purposes of requesting Support Services.

5.3 The Provider shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.

5.4 The Customer may use the helpdesk only for the purposes of receiving Support Services.

5.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.

5.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue.

6. Customer Data

6.1 The Customer hereby grants to the Provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement.

6.2 The Customer warrants to the Provider that the Customer Data will not:

• (a) breach the provisions of any law, statute, or regulation;
• (b) infringe the Intellectual Property Rights or other legal rights of any person; or
• (c) give rise to any cause of action against the Provider.

6.3 The Provider shall create a daily backup copy of the Customer Data.

7. No assignment of Intellectual Property Rights

7.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

8. Charges

8.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement.

8.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's written consent before performing Services that exceed the agreed estimate of time-based Charges.

8.3 All amounts stated in this Agreement are exclusive of any applicable value-added taxes.

8.4 The Provider may elect to vary any element of the Charges by giving written notice to the Customer.

9. Payments

9.1 The Provider shall issue invoices for the Charges to the Customer in advance of the period to which they relate.

9.2 The Customer must immediately pay the Charges following the issue of an invoice.

9.3 The Customer must pay the Charges by debit card, credit card, direct debit, or bank transfer.

9.4 If the Customer does not pay any amount due, the Provider may charge interest on the overdue amount at the rate of 12% per annum.

9.5 If Charges are paid by debit or credit card, the Customer gives permission to the Provider to initiate payments on their behalf.

10. Provider's Confidentiality Obligations

10.1 The Provider must:

• (a) keep the Customer Confidential Information strictly confidential;
• (b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent;
• (c) use a reasonable degree of care to protect the Customer Confidential Information;
• (d) act in good faith at all times in relation to the Customer Confidential Information.

10.2 The Provider may disclose the Customer Confidential Information to the Provider's officers, employees, and agents who have a need to access it.

10.3 This Clause imposes no obligations upon the Provider with respect to Customer Confidential Information that:

• (a) is known to the Provider before disclosure;
• (b) is or becomes publicly known through no act of the Provider;
• (c) is obtained from a third party without a breach of confidentiality.

10.4 The restrictions in this Clause do not apply to the extent that any Customer Confidential Information is required to be disclosed by law or regulation.

10.5 The provisions of this Clause shall continue in force indefinitely following the termination of this Agreement.

11. Data Protection

11.1 The Customer warrants that it has the legal right to disclose all Personal Data to the Provider.

11.2 To the extent the Provider processes Personal Data, the Provider warrants that:

• (a) it will act only on instructions from the Customer;
• (b) it has appropriate security measures in place.

11.3 Further agreements regarding the processing of Personal Data are arranged in a Data Processing Agreement (DPA), which can be requested by the Customer at this link.

12. Warranties

12.1 The Provider warrants to the Customer that:

• (a) the Provider has the legal right to enter into this Agreement;
• (b) the Provider has the necessary know-how and expertise.

12.2 The Provider warrants that the Platform and Hosted Services will conform in all material respects with the specifications on salesflare.com.

12.3 The Customer warrants that it has the legal right to enter into this Agreement.

12.4 All warranties and representations are expressly set out in this Agreement.

13. Acknowledgements and Warranty Limitations

13.1 The Customer acknowledges that complex software is never wholly free from defects or vulnerabilities.

13.2 The Customer acknowledges that the Hosted Services are designed only for specified software and systems.

13.3 The Customer acknowledges that the Provider will not provide legal or financial advice.

14. Limitations and Exclusions of Liability

14.1 Nothing in this Agreement shall limit or exclude liability for death or personal injury resulting from negligence.

14.2 The limitations and exclusions of liability set out in this Agreement are subject to Clause 14.1.

14.3 Neither party shall be liable for losses arising out of a Force Majeure Event.

14.4 Neither party shall be liable for loss of profits or anticipated savings.

14.5 Neither party shall be liable for loss of revenue or income.

14.6 Neither party shall be liable for loss of use or production.

14.7 Neither party shall be liable for loss of business or opportunities.

14.8 Neither party shall be liable for loss or corruption of any data, database, or software.

14.9 Neither party shall be liable for any special, indirect, or consequential loss or damage.

14.10 The liability of the Provider to the Customer under this Agreement shall not exceed the total amount paid and payable by the Customer to the Provider under the Agreement in the 12 months preceding the event.

14.11 The aggregate liability of the Provider to the Customer under this Agreement shall not exceed the greater of the total amounts paid to the Provider.

15. Force Majeure Event

15.1 If a Force Majeure Event gives rise to a failure or delay in performance, that obligation will be suspended for the duration of the Force Majeure Event.

15.2 A party affected by a Force Majeure Event must promptly notify the other and inform them of the estimated duration.

15.3 Affected parties must take reasonable steps to mitigate the effects of the Force Majeure Event.

16. Termination

16.1 The Customer may terminate this Agreement by giving written notice.

16.2 Either party may terminate this Agreement immediately by giving written notice if the other commits a material breach.

16.3 Either party may terminate this Agreement immediately if the other:

• (a) is dissolved;
• (b) ceases to conduct all (or substantially all) of its business;
• (c) is or becomes unable to pay its debts as they fall due;
• (d) is or becomes insolvent;
• (e) convenes a meeting for an arrangement or composition with its creditors.

17. Effects of Termination

17.1 Upon termination, all provisions of this Agreement shall cease, except for Clauses 1, 4.11, 8, 11.2, 11.4, 12, 16, 19, 22, and 23, which shall survive.

17.2 Termination shall not affect accrued rights.

17.3 Within 30 days following termination:

• (a) the Customer must pay the Provider for Services provided before termination;
• (b) the Provider must refund any Charges paid for Services to be provided after termination.

18. Notices

18.1 Any notice must be given by:

• (a) personal delivery or courier;
• (b) recorded signed-for post;
• (c) electronic mail.

18.2 Contact details may be updated by providing written notice to the other party.

19. Subcontracting

19.1 The Provider may subcontract any obligations under this Agreement.

19.2 The Provider remains responsible for the performance of any subcontracted obligations.

20. General

20.1 No breach of any provision shall be waived except with express written consent.

20.2 If any provision is unlawful or unenforceable, other provisions will continue in effect.

20.3 This Agreement may not be varied except in writing signed by both parties.

20.4 Neither party may assign or transfer rights or obligations under this Agreement without prior written consent.

20.5 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements.

20.6 This Agreement shall be governed by and construed in accordance with Belgian law.

20.7 The courts of Antwerp, Belgium, shall have exclusive jurisdiction to adjudicate any dispute arising under this Agreement.

21. Interpretation

21.1 A reference to a statute includes any amendments, consolidations, or re-enactments.

21.2 Clause headings do not affect interpretation.

21.3 General words shall not be restricted by preceding or following specific words.