Terms and Conditions
The Sales Success Formula
MYSALES DIRECTOR LIMITED
5 Hickleton Close, Ripley, Derby England DE5 3TA
Company registration number 6057195
MySalesDirector Ltd terms and conditions of business
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
AS PART OF THE SERVICE, MYSALESDIRECTOR LTD WILL PROVIDE YOU WITH USE OF THE SERVICE, INCLUDING A BROWSER INTERFACE AND DATA ENCRYPTION, TRANSMISSION, ACCESS AND STORAGE. YOUR REGISTRATION FOR, OR USE OF, THE SERVICE SHALL BE DEEMED TO BE YOUR ACCEPTANCE TO ABIDE BY THIS AGREEMENT INCLUDING ANY MATERIALS AVAILABLE ON THE MYSALESDIRECTOR LTD WEBSITE INCORPORATED BY REFERENCE HEREIN, INCLUDING BUT NOT LIMITED TO MYSALESDIRECTOR LTD PRIVACY AND SECURITY POLICIES. FOR REFERENCE, A DEFINITIONS SECTION IS INCLUDED BELOW.
DEFINITIONS
AS USED ON THIS AGREEMENT AND ON ANY ORDER FORMS NOW OR HEREAFTER ASSOCIATED HEREWITH:
"AGREEMENT" MEANS THESE ONLINE TERMS OF USE, ANY ORDER FORMS, WHETHER WRITTEN OR SUBMITTED ONLINE VIA THE ONLINE ORDER PROCESS, AND ANY MATERIALS AVAILABLE ON THE MYSALESDIRECTOR LTD WEBSITE SPECIFICALLY INCORPORATED BY REFERENCE HEREIN, AS SUCH MATERIALS, INCLUDING THE TERMS OF THIS AGREEMENT, MAY BE UPDATED BY MYSALESDIRECTOR LTD FROM TIME TO TIME IN ITS SOLE DISCRETION;
"CONTENT" MEANS THE AUDIO AND VISUAL INFORMATION, DOCUMENTS, SOFTWARE, PRODUCTS AND SERVICES CONTAINED OR MADE AVAILABLE TO YOU IN THE COURSE OF USING THE SERVICE;
"CUSTOMER DATA" MEANS ANY DATA, INFORMATION OR MATERIAL PROVIDED OR SUBMITTED BY YOU TO THE SERVICE IN THE COURSE OF USING THE SERVICE;
"EFFECTIVE DATE" MEANS THE EARLIER OF EITHER THE DATE THIS AGREEMENT IS ACCEPTED AND MYSALESDIRECTOR LTD HAS RECEIVED FULL PAYMENT FOR THE FUTURE AGREED PERIOD OF SERVICE BY SELECTING THE "I ACCEPT" OPTION PRESENTED ON THE SCREEN AFTER THIS AGREEMENT IS DISPLAYED OR THE DATE YOU BEGIN USING THE SERVICE;
"INITIAL TERM" MEANS THE INITIAL PERIOD DURING WHICH YOU ARE OBLIGATED TO PAY FOR THE SERVICE EQUAL TO THE BILLING FREQUENCY SELECTED BY YOU DURING THE SUBSCRIPTION PROCESS (E.G., IF THE BILLING FREQUENCY IS QUARTERLY, THE INITIAL TERM IS THE FIRST QUARTER);
"INTELLECTUAL PROPERTY RIGHTS" MEANS UNPATENTED INVENTIONS, PATENT APPLICATIONS, PATENTS, DESIGN RIGHTS, COPYRIGHTS, TRADEMARKS, SERVICE MARKS, TRADE NAMES, DOMAIN NAME RIGHTS, DATABASE RIGHTS, KNOW-HOW AND OTHER TRADE SECRET RIGHTS, AND ALL OTHER INTELLECTUAL PROPERTY RIGHTS, DERIVATIVES THEREOF, AND FORMS OF PROTECTION OF A SIMILAR NATURE ANYWHERE IN THE WORLD;
"LICENSE ADMINISTRATOR(S)" MEANS THOSE USERS DESIGNATED BY YOU WHO ARE AUTHORISED TO PURCHASE LICENSES ONLINE USING THE ONLINE ORDER PROCESS AND TO CREATE USER ACCOUNTS AND OTHERWISE ADMINISTER YOUR USE OF THE SERVICE;
"LICENSE TERM(S)" MEANS THE PERIOD(S) DURING WHICH A SPECIFIED NUMBER OF USERS ARE LICENSED TO USE THE SERVICE TO THE ORDER ON THE ONLINE ORDER PROCESS;
"ORDER FORM(S)" MEANS THE FORM EVIDENCING THE INITIAL SUBSCRIPTION FOR THE SERVICE AND ANY SUBSEQUENT ORDER FORMS SUBMITTED ONLINE OR IN WRITTEN FORM, SPECIFYING, AMONG OTHER THINGS, THE NUMBER OF LICENSES AND OTHER SERVICES CONTRACTED FOR, THE APPLICABLE FEES, THE BILLING PERIOD, AND OTHER CHARGES AS AGREED TO BETWEEN THE PARTIES, EACH SUCH ORDER FORM TO BE INCORPORATED INTO AND TO BECOME A PART OF THIS AGREEMENT (IN THE EVENT OF ANY CONFLICT BETWEEN THESE ONLINE TERMS OF USE AND THE TERMS OF ANY SUCH ORDER FORM, THESE ONLINE TERMS OF USE SHALL PREVAIL);
"ONLINE ORDER PROCESS" MEANS MYSALESDIRECTOR LTD ONLINE APPLICATION THAT ALLOWS THE LICENSE ADMINISTRATOR DESIGNATED BY YOU TO, AMONG OTHER THINGS, ADD ADDITIONAL USERS TO THE SERVICE;
"MYSALESDIRECTOR LTD" MEANS MYSALESDIRECTOR LTD, A COMPANY REGISTERED IN ENGLAND AND WALES WITH COMPANY REGISTRATION NUMBER 6057195 AND A REGISTERED ADDRESS 5 HICKLETON CLOSE, RIPLEY, DERBY ENGLAND DE5 3TA;
"MYSALESDIRECTOR LTD TECHNOLOGY" MEANS ALL OF MYSALESDIRECTOR LTD PROPRIETARY TECHNOLOGY (INCLUDING SOFTWARE, HARDWARE, PRODUCTS, PROCESSES, ALGORITHMS, USER INTERFACES, KNOW-HOW, TECHNIQUES, DESIGNS AND OTHER TANGIBLE OR INTANGIBLE TECHNICAL MATERIAL OR INFORMATION) MADE AVAILABLE TO YOU BY MYSALESDIRECTOR LTD IN PROVIDING THE SERVICE;
"SERVICE(S)" MEANS THE SPECIFIC EDITION OF MYSALESDIRECTOR LTD ONLINE CUSTOMER RELATIONSHIP MANAGEMENT, BILLING, DATA ANALYSIS, OR OTHER CORPORATE SERVICES IDENTIFIED DURING THE ORDERING PROCESS, DEVELOPED, OPERATED, AND MAINTAINED BY MYSALESDIRECTOR LTD, ACCESSIBLE VIA WWW.MYSALESDIRECTOR.CO.UK LTD OR ANOTHER DESIGNATED WEB SITE OR IP ADDRESS, OR ANCILLARY ONLINE OR OFFLINE PRODUCTS AND SERVICES PROVIDED TO YOU BY MYSALESDIRECTOR LTD, TO WHICH YOU ARE BEING GRANTED ACCESS UNDER THIS AGREEMENT, INCLUDING THE MYSALESDIRECTOR LTD TECHNOLOGY AND THE CONTENT;
"USER(S)" MEANS YOUR EMPLOYEES, REPRESENTATIVES, CONSULTANTS, CONTRACTORS OR AGENTS WHO ARE AUTHORIZED TO USE THE SERVICE AND HAVE BEEN SUPPLIED USER IDENTIFICATIONS AND PASSWORDS BY YOU (OR BY MYSALESDIRECTOR LTD AT YOUR REQUEST):
“USER ACCOUNT” MEANS THE USER’S ACCOUNT WHICH IS COMPRISED OF THE SPECIFIED NUMBER OF LOG-IN’S AND PASSWORDS, RELATING TO THE NUMBER OF LICENCES REQUIRED AND ALLOCATED BY MYSALESDIRECTOR LTD UPON PAYMENT OF THE LICENCE FEE.
1. Privacy & Security; Disclosure
MYSALESDIRECTOR LTD PRIVACY AND SECURITY POLICIES MAY BE VIEWED AT WWW.MYSALESDIRECTOR.CO.UK . MYSALESDIRECTOR LTD RESERVES THE RIGHT TO MODIFY ITS PRIVACY AND SECURITY POLICIES IN ITS REASONABLE DISCRETION FROM TIME TO TIME. WHEN YOU INITIALLY LOG ON YOU WILL BE ASKED WHETHER OR YOU WISH TO RECEIVE MARKETING AND OTHER NON-CRITICAL SERVICE-RELATED COMMUNICATIONS FROM MYSALESDIRECTOR LTD FROM TIME TO TIME. YOU MAY OPT OUT OF RECEIVING SUCH COMMUNICATIONS AT THAT TIME OR AT ANY SUBSEQUENT TIME BY CHANGING YOUR PREFERENCE UNDER THE “ADMIN” TAB. NOTE THAT BECAUSE THE SERVICE IS A HOSTED, ONLINE APPLICATION, MYSALESDIRECTOR LTD OCCASIONALLY MAY NEED TO NOTIFY ALL USERS OF THE SERVICE (WHETHER OR NOT THEY HAVE OPTED OUT AS DESCRIBED ABOVE) OF IMPORTANT ANNOUNCEMENTS REGARDING THE OPERATION OF THE SERVICE.
2. License Grant & Restrictions
MYSALESDIRECTOR LTD HEREBY GRANTS YOU A NON-EXCLUSIVE, NON-TRANSFERABLE RIGHT, FOR THE DURATION OF THIS AGREEMENT, TO USE THE SERVICE, SOLELY FOR YOUR OWN INTERNAL BUSINESS PURPOSES AND WITHIN THE UNITED KINGDOM, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY MYSALESDIRECTOR LTD.
BY ACCEPTING THIS AGREEMENT, YOU WARRANT AND REPRESENT THAT YOU ARE NOT A DIRECT COMPETITOR OF MYSALESDIRECTOR LTD, UNLESS MYSALESDIRECTOR LTD HAVE GIVEN PRIOR WRITTEN CONSENT FOR YOU TO ACCESS THE SERVICE. IN ADDITION, YOU MAY NOT ACCESS THE SERVICE FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
YOU SHALL NOT (I) LICENSE, SUBLICENSE, SELL, RESELL, TRANSFER, ASSIGN, DISTRIBUTE OR OTHERWISE COMMERCIALLY EXPLOIT OR MAKE AVAILABLE TO ANY THIRD PARTY THE SERVICE OR THE CONTENT IN ANY WAY; (II) MODIFY OR MAKE DERIVATIVE WORKS BASED UPON THE SERVICE OR THE CONTENT; (III) CREATE INTERNET "LINKS" TO THE SERVICE OR "FRAME" OR "MIRROR" ANY CONTENT ON ANY OTHER SERVER OR WIRELESS OR INTERNET-BASED DEVICE; OR (IV) REVERSE ENGINEER OR ACCESS THE SERVICE IN ORDER TO (A) BUILD A COMPETITIVE PRODUCT OR SERVICE, (B) BUILD A PRODUCT USING SIMILAR IDEAS, FEATURES, FUNCTIONS OR GRAPHICS OF THE SERVICE, OR (C) COPY ANY IDEAS, FEATURES, FUNCTIONS OR GRAPHICS OF THE SERVICE. USER LICENSES CANNOT BE SHARED OR USED BY MORE THAN ONE INDIVIDUAL USER BUT MAY BE REASSIGNED FROM TIME TO TIME TO NEW USERS WHO ARE REPLACING FORMER USERS WHO HAVE TERMINATED EMPLOYMENT OR OTHERWISE CHANGED JOB STATUS OR FUNCTION AND NO LONGER USE THE SERVICE.
YOU MAY USE THE SERVICE ONLY FOR YOUR INTERNAL BUSINESS PURPOSES AND SHALL NOT: (I) SEND SPAM OR OTHERWISE DUPLICATIVE OR UNSOLICITED MESSAGES IN VIOLATION OF APPLICABLE LAWS; (II) SEND OR STORE INFRINGING, OBSCENE, THREATENING, LIBELLOUS, OR OTHERWISE UNLAWFUL OR TORTIOUS MATERIAL, MATERIAL INCLUDING MATERIAL HARMFUL TO CHILDREN OR LIKELY TO VIOLATE THIRD PARTY SOFTWARE VIRUSES, WORMS ETC; (III) SEND OR STORE MATERIAL CONTAINING SOFTWARE VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPUTER CODE, FILES, SCRIPTS, AGENTS OR PROGRAMS; (IV) INTERFERE WITH OR DISRUPT THE INTEGRITY OR PERFORMANCE OF THE SERVICE OR THE DATA CONTAINED THEREIN; OR (V) ATTEMPT TO GAIN UNAUTHORIZED ACCESS TO THE SERVICE OR ITS RELATED SYSTEMS OR NETWORKS.
3. Your Responsibilities
YOU ARE RESPONSIBLE FOR ALL ACTIVITY OCCURRING UNDER YOUR USER ACCOUNTS AND SHALL ABIDE BY ALL APPLICABLE AND FOREIGN LAWS, TREATIES AND REGULATIONS IN CONNECTION WITH YOUR USE OF THE SERVICE, INCLUDING THOSE RELATED TO DATA PRIVACY, INTERNATIONAL COMMUNICATIONS AND THE TRANSMISSION OF TECHNICAL OR PERSONAL DATA. YOU SHALL: (I) NOTIFY MYSALESDIRECTOR LTD IMMEDIATELY OF ANY UNAUTHORISED USE OF ANY PASSWORD OR USER ACCOUNT OR ANY OTHER KNOWN OR SUSPECTED BREACH OF SECURITY; (II) REPORT TO MYSALESDIRECTOR LTD IMMEDIATELY AND USE REASONABLE EFFORTS TO STOP IMMEDIATELY ANY COPYING OR DISTRIBUTION OF CONTENT THAT IS KNOWN OR SUSPECTED BY YOU OR YOUR USERS; AND (III) NOT IMPERSONATE ANOTHER MYSALESDIRECTOR LTD USER OR PROVIDE FALSE IDENTITY INFORMATION TO GAIN ACCESS TO OR USE THE SERVICE.
4. Account Information and Data
MYSALESDIRECTOR LTD DOES NOT OWN ANY DATA, INFORMATION OR MATERIAL THAT YOU SUBMIT TO THE SERVICE IN THE COURSE OF USING THE SERVICE ("CUSTOMER DATA"). YOU, NOT MYSALESDIRECTOR LTD, SHALL HAVE SOLE RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS, AND INTELLECTUAL PROPERTY OWNERSHIP OR RIGHT TO USE OF ALL CUSTOMER DATA. WHILST MYSALESDIRECTOR LTD SHALL USE REASONABLE ENDEAVOURS TO MAKE THE WEBSITE ACCESSIBLE TO THE USERS, MYSALESDIRECTOR LTD MAKE NO GUARANTEES OR REPRESENTATIONS THAT ACCESS TO AND THE USE OF THE SERVICE SHALL NOT BE ERROR FREE OR UNINTERUPTED. AS SUCH, MYSALESDIRECTOR LTD SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY WHATSOEVER FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY CUSTOMER DATA DURING THE TERM OF THE LICENCE.IN THE EVENT THIS AGREEMENT IS TERMINATED (OTHER THAN BY REASON OF YOUR BREACH), MYSALESDIRECTOR LTD WILL MAKE AVAILABLE TO YOU A FILE OF THE CUSTOMER DATA WITHIN 45 DAYS OF TERMINATION IF YOU SO REQUEST AT THE TIME OF TERMINATION. MYSALESDIRECTOR LTD RESERVES THE RIGHT TO WITHHOLD, REMOVE AND/OR DISCARD CUSTOMER DATA WITHOUT NOTICE FOR ANY BREACH, INCLUDING, WITHOUT LIMITATION, YOUR NON-PAYMENT. UPON TERMINATION FOR CAUSE, YOUR RIGHT TO ACCESS OR USE CUSTOMER DATA IMMEDIATELY CEASES, AND MYSALESDIRECTOR LTD SHALL HAVE NO OBLIGATION TO MAINTAIN OR FORWARD ANY CUSTOMER DATA.
5. Intellectual Property Ownership
MYSALESDIRECTOR LTD ALONE (AND ITS LICENSORS, WHERE APPLICABLE) SHALL OWN ALL RIGHTS, TITLE AND INTEREST, INCLUDING ALL RELATED INTELLECTUAL PROPERTY RIGHTS, IN AND TO THE MYSALESDIRECTOR LTD TECHNOLOGY, THE CONTENT AND THE SERVICE AND ANY SUGGESTIONS, IDEAS, ENHANCEMENT REQUESTS, FEEDBACK, RECOMMENDATIONS OR OTHER INFORMATION PROVIDED BY YOU OR ANY OTHER PARTY RELATING TO THE SERVICE. THIS AGREEMENT GRANTS YOU A LIMITED LICENCE FOR A LIMITED DURATION TO USE THE SERVICE AND ACCORDINGLY DOES NOT CONVEY TO YOU ANY RIGHTS OF OWNERSHIP IN OR RELATED TO THE SERVICE, THE MYSALESDIRECTOR LTD TECHNOLOGY OR THE INTELLECTUAL PROPERTY RIGHTS OWNED BY MYSALESDIRECTOR LTD. THE MYSALESDIRECTOR LTD NAME, THE MYSALESDIRECTOR LTD LOGO, AND THE PRODUCT NAMES ASSOCIATED WITH THE SERVICE ARE TRADEMARKS OF MYSALESDIRECTOR LTD OR THIRD PARTIES, AND NO RIGHT OR LICENSE IS GRANTED TO USE OR ACQUIRE ANY RIGHTS IN THEM WHATSOEVER.
6. Third Party Interactions
DURING USE OF THE SERVICE, YOU MAY ENTER INTO CORRESPONDENCE WITH, PURCHASE GOODS AND/OR SERVICES FROM, OR PARTICIPATE IN PROMOTIONS OFFERED BY ADVERTISERS OR SPONSORS SHOWING THEIR GOODS AND/OR SERVICES WHICH ARE LINKED TO OR MADE AVAILABLE THROUGH THE SERVICE. ANY SUCH ACTIVITY, AND ANY TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH ACTIVITY, IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY. MYSALESDIRECTOR LTD SHALL HAVE NO LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY SUCH CORRESPONDENCE, PURCHASE OR PROMOTION BETWEEN YOU AND ANY SUCH THIRD-PARTY. MYSALESDIRECTOR LTD DOES NOT ENDORSE ANY SITES ON THE INTERNET THAT ARE LINKED THROUGH THE SERVICE. MYSALESDIRECTOR LTD PROVIDES THESE LINKS TO YOU ONLY AS A MATTER OF CONVENIENCE, AND IN NO EVENT SHALL MYSALESDIRECTOR LTD BE RESPONSIBLE FOR ANY CONTENT, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH THIRD PARTY SITES. MYSALESDIRECTOR LTD PROVIDES THE SERVICE TO YOU PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU RECOGNISE, HOWEVER, THAT CERTAIN THIRD-PARTY PROVIDERS OF ANCILLARY SOFTWARE, HARDWARE OR SERVICES MAY REQUIRE YOUR AGREEMENT TO ADDITIONAL OR DIFFERENT LICENSE OR OTHER TERMS PRIOR TO YOUR USE OF OR ACCESS TO SUCH SOFTWARE, HARDWARE OR SERVICES.
MYSALESDIRECTOR LTD MAY CEASE PROVIDING SUCH SERVICE FEATURES WITHOUT ENTITLING YOU TO ANY REFUND, CREDIT, OR OTHER COMPENSATION.
7. Charges and Payment of Fees
YOU SHALL PAY ALL FEES OR CHARGES TO YOUR USER ACCOUNT IN ACCORDANCE WITH THE FEES, CHARGES, AND BILLING TERMS IN EFFECT AT THE TIME A FEE OR CHARGE IS DUE AND PAYABLE. THE INITIAL CHARGES WILL BE CALCULATED IN ACCORDANCE WITH THE CURRENT NUMBER OF TOTAL USER LICENSES REQUESTED, MULTIPLIED BY THE USER LICENCE FEE. PAYMENTS MUST BE MADE ANNUALLY IN ADVANCE UNLESS OTHERWISE MUTUALLY AGREED UPON IN AN ORDER FORM OR THROUGH THE ONLINE ORDER PROCESS. ALL PAYMENT OBLIGATIONS ARE NON-CANCELLABLE AND ALL AMOUNTS PAID ARE NON-REFUNDABLE. YOU ARE RESPONSIBLE FOR PAYING FOR ALL USER LICENSES ORDERED FOR THE ENTIRE LICENSE TERM, WHETHER OR NOT SUCH USER LICENSES ARE ACTIVELY USED. YOU MUST PROVIDE MYSALESDIRECTOR LTD WITH VALID CREDIT CARD OR APPROPRIATE PAYMENT CONFIRMATION AS A CONDITION TO SIGNING UP FOR THE SERVICE. AN AUTHORISED LICENSE ADMINISTRATOR MAY ADD LICENSES BY EXECUTING AN ADDITIONAL WRITTEN ORDER FORM OR USING THE ONLINE ORDER PROCESS. ADDED LICENSES WILL BE SUBJECT TO THE FOLLOWING: (I) ADDED LICENSES WILL BE CO-TERMINOUS WITH THE PRE-EXISTING LICENSE TERM (EITHER INITIAL TERM OR RENEWAL TERM); (II) THE LICENSE FEE FOR THE ADDED LICENSES WILL BE THE THEN CURRENT, GENERALLY APPLICABLE LICENSE FEE; AND (III) LICENSES ADDED IN THE MIDDLE OF A BILLING MONTH WILL BE CHARGED IN FULL FOR THAT BILLING MONTH. MYSALESDIRECTOR LTD RESERVES THE RIGHT TO MODIFY ITS FEES AND CHARGES AND TO INTRODUCE NEW CHARGES AT ANY TIME, UPON AT LEAST 30 DAYS PRIOR NOTICE TO YOU, WHICH NOTICE MAY BE PROVIDED BY E-MAIL. ALL PRICING TERMS ARE CONFIDENTIAL, AND YOU AGREE NOT TO DISCLOSE THEM TO ANY THIRD PARTY.
8. Excess Data Storage Fees
THE MAXIMUM DISK STORAGE SPACE PROVIDED TO YOU BY MYSALESDIRECTOR LTD AT NO ADDITIONAL CHARGE IS 5 MB PER USER LICENSE. IF THE AMOUNT OF DISK STORAGE REQUIRED EXCEEDS THESE LIMITS, YOU WILL BE CHARGED THE THEN-CURRENT STORAGE FEES AND NOTIFIED TO YOU IN ADVANCE. MYSALESDIRECTOR LTD WILL USE REASONABLE EFFORTS TO NOTIFY YOU WHEN THE AVERAGE STORAGE USED PER LICENSE REACHES APPROXIMATELY 90% OF THE MAXIMUM; HOWEVER, ANY FAILURE BY MYSALESDIRECTOR LTD TO SO NOTIFY YOU SHALL NOT AFFECT YOUR RESPONSIBILITY FOR SUCH ADDITIONAL STORAGE CHARGES. MYSALESDIRECTOR LTD RESERVES THE RIGHT TO ESTABLISH OR MODIFY ITS GENERAL PRACTICES AND LIMITS RELATING TO STORAGE OF CUSTOMER DATA.
9. Billing and Renewal
MYSALESDIRECTOR LTD FEES AND CHARGES FOR THE SERVICE SHALL BE COLLECTED IN ADVANCE OF THE SERVICES BEING PROVIDED. MYSALESDIRECTOR LTD WILL AUTOMATICALLY ISSUE AN INVOICE TO YOU (A) EVERY QUARTER FOR QUARTERLY LICENSES, (B) EACH YEAR ON THE SUBSEQUENT ANNIVERSARY FOR ANNUAL LICENSES, OR (C) AS OTHERWISE MUTUALLY AGREED UPON. THE RENEWAL CHARGE WILL BE EQUAL TO THE THEN-CURRENT NUMBER OF TOTAL USER LICENSES TIMES THE LICENSE FEE IN EFFECT DURING THE PRIOR TERM, UNLESS MYSALESDIRECTOR LTD HAS GIVEN YOU AT LEAST 30 DAYS PRIOR WRITTEN NOTICE OF A FEE INCREASE, WHICH SHALL BE EFFECTIVE UPON RENEWAL AND THEREAFTER. FEES FOR OTHER SERVICES WILL BE CHARGED ON AN AS-QUOTED BASIS. MYSALESDIRECTOR LTD FEES ARE EXCLUSIVE OF ALL TAXES, LEVIES, OR DUTIES IMPOSED BY TAXING AUTHORITIES, AND YOU SHALL BE RESPONSIBLE FOR PAYMENT OF ALL SUCH TAXES, LEVIES, OR DUTIES, EXCLUDING ONLY UNITED KINGDOM VAT TAX BASED SOLELY ON MYSALESDIRECTOR LTD INCOME.
YOU AGREE TO PROVIDE MYSALESDIRECTOR LTD WITH COMPLETE AND ACCURATE BILLING AND CONTACT INFORMATION. THIS INFORMATION INCLUDES YOUR LEGAL COMPANY NAME AND REGISTERED NUMBER, POSTAL ADDRESS, E-MAIL ADDRESS, AND NAME AND TELEPHONE NUMBER OF AN AUTHORIZED BILLING CONTACT AND LICENSE ADMINISTRATOR. YOU AGREE TO UPDATE THIS INFORMATION WITHIN 30 DAYS OF ANY CHANGE TO IT. IF THE CONTACT INFORMATION YOU HAVE PROVIDED IS FALSE OR FRAUDULENT, MYSALESDIRECTOR LTD RESERVES THE RIGHT TO TERMINATE YOUR ACCESS TO THE SERVICE IN ADDITION TO ANY OTHER LEGAL REMEDIES.
UNLESS MYSALESDIRECTOR LTD IN ITS DISCRETION DETERMINES OTHERWISE,: ALL INVOICES AND PAYMENTS WILL BE MADE IN UK STERLING.
IF YOU BELIEVE YOUR BILL IS INCORRECT, YOU MUST CONTACT US IN WRITING WITHIN 7 DAYS OF THE INVOICE BEING RECEIVED, IDENTIFYING THE INCORRECT INVOICE WHICH CONTAINS THE DISCREPANCY OF THE AMOUNT IN QUESTION FOR WHICH YOU MAY BE ELIGIBLE TO RECEIVE AN ADJUSTMENT OR CREDIT.
10. Non-Payment and Suspension
IN ADDITION TO ANY OTHER REMEDIES MYSALESDIRECTOR LTD MAY HAVE,, MYSALESDIRECTOR LTD RESERVES THE RIGHT TO SUSPEND OR TERMINATE THIS AGREEMENT AND YOUR ACCESS TO THE SERVICE IF ANY PAYMENTS DUE UNDER YOUR ACCOUNT FALL INTO ARREARS. MYSALESDIRECTOR LIMITED SHALL BE ENTITLED TO CHARGE INTEREST IN ACCORDANCE WITH THE LATE PAYMENTS OF COMMERCIAL DEBTS (INTEREST) ACT 1998 ON ANY OUTSTANDING BALANCE FROM THE TIME THE AMOUNT BECAME DUE UNTIL SUCH TIME AS THE DEBT IS RECOVERED IN FULL INCLUDING ALL COSTS AND EXPENSES INCURRED IN COLLECTION OF THE DEBT. YOU WILL CONTINUE TO BE CHARGED FOR USER LICENSES DURING ANY PERIOD OF SUSPENSION. IF YOU OR MYSALESDIRECTOR LTD INITIATES TERMINATION OF THIS AGREEMENT, YOU WILL BE OBLIGATED TO PAY ANY REMAINING OR OUTSTANDING BALANCE DUE ON YOUR ACCOUNT CALCULATED IN ACCORDANCE WITH THE CHARGES AND PAYMENT OF FEES SECTION ABOVE. YOU AGREE THAT MYSALESDIRECTOR LTD MAY CHARGE SUCH UNPAID FEES TO YOUR CREDIT CARD OR OTHERWISE INVOICE YOU FOR SUCH UNPAID FEES.
MYSALESDIRECTOR LTD RESERVES THE RIGHT TO IMPOSE A RECONNECTION FEE IN THE EVENT YOU ARE SUSPENDED AND THEREAFTER REQUEST ACCESS TO THE SERVICE. YOU AGREE AND ACKNOWLEDGE THAT MYSALESDIRECTOR LTD HAS NO OBLIGATION TO RETAIN CUSTOMER DATA AND THAT SUCH CUSTOMER DATA MAY BE IRRETRIEVABLY DELETED IF YOUR ACCOUNT IS SUSPENDED FOR A PERIOD OF 30 DAYS OR MORE..
11. Termination upon Expiration/Reduction in Number of Licenses
THIS AGREEMENT COMMENCES ON THE EFFECTIVE DATE. THE INITIAL TERM WILL BE AS YOU ELECT DURING THE ONLINE SUBSCRIPTION PROCESS, COMMENCING ON THE DATE YOU AGREE TO PAY FOR THE SERVICE BY COMPLETING THE ONLINE SUBSCRIPTION FORM. UPON THE EXPIRATION OF THE INITIAL TERM, THIS AGREEMENT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS EQUAL IN DURATION TO THE INITIAL TERM AT MYSALESDIRECTOR LTD’S THEN CURRENT FEES. EITHER PARTY MAY TERMINATE THIS AGREEMENT OR REDUCE THE NUMBER OF LICENSES GRANTED, BECOMING EFFECTIVE ONLY UPON THE EXPIRATION OF THE THEN CURRENT LICENSE TERM, BY NOTIFYING THE OTHER PARTY IN WRITING AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE DATE OF THE INVOICE FOR THE FOLLOWING TERM. IN THE EVENT THIS AGREEMENT IS TERMINATED (OTHER THAN BY REASON OF YOUR BREACH), MYSALESDIRECTOR LTD WILL MAKE AVAILABLE TO YOU A FILE OF THE CUSTOMER DATA WITHIN 45 DAYS OF TERMINATION IF YOU SO REQUEST AT THE TIME OF TERMINATION. YOU AGREE AND ACKNOWLEDGE THAT MYSALESDIRECTOR LTD HAS NO OBLIGATION TO RETAIN THE CUSTOMER DATA, AND MAY DELETE SUCH CUSTOMER DATA HELD FOR MORE THAN 45 DAYS AFTER TERMINATION.
12. Termination for Cause
ANY BREACH OF YOUR PAYMENT OBLIGATIONS OR AN UNAUTHORISED USE OF THE MYSALESDIRECTOR LTD CONTENT, TECHNOLOGY OR SERVICE WILL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT. MYSALESDIRECTOR LTD, IN ITS SOLE DISCRETION, MAY TERMINATE YOUR PASSWORD, USER ACCOUNT OR USE OF THE SERVICE IF YOU BREACH OR OTHERWISE FAIL TO COMPLY WITH THIS AGREEMENT. YOU AGREE AND ACKNOWLEDGE THAT MYSALESDIRECTOR LTD HAS NO OBLIGATION TO RETAIN THE CUSTOMER DATA, AND MAY DELETE SUCH CUSTOMER DATA, IF YOU HAVE MATERIALLY BREACHED THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO FAILURE TO PAY OUTSTANDING FEES, AND SUCH BREACH HAS NOT BEEN CURED WITHIN 30 DAYS OF THE DATE OF BEING NOTIFIED ABOUT THE BREACH.
13. Representations & Warranties
EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER THAT IT HAS THE LEGAL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT. MYSALESDIRECTOR LTD REPRESENTS AND WARRANTS THAT IT WILL PROVIDE THE SERVICE IN A MANNER CONSISTENT WITH GENERAL INDUSTRY STANDARDS REASONABLY APPLICABLE TO THE PROVISION THEREOF AND THAT THE SERVICE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE ONLINE MYSALESDIRECTOR LTD SERVICE UNDER NORMAL USE AND CIRCUMSTANCES. YOU REPRESENT AND WARRANT THAT YOU HAVE NOT FALSELY IDENTIFIED YOURSELF NOR PROVIDED ANY FALSE INFORMATION TO GAIN ACCESS TO THE SERVICE AND THAT YOUR CONTACT DETAILS AND INVOICE ADDRESS ARE CORRECT.
14. Mutual Indemnification
YOU SHALL INDEMNIFY AND HOLD MYSALESDIRECTOR LTD, ITS LICENSORS AND EACH SUCH PARTY'S PARENT ORGANIZATIONS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH: (I) A CLAIM ALLEGING THAT USE OF THE CUSTOMER DATA INFRINGES THE RIGHTS OF, OR HAS CAUSED HARM TO, A THIRD PARTY; (II) A CLAIM, WHICH IF TRUE, WOULD CONSTITUTE A VIOLATION BY YOU OF YOUR REPRESENTATIONS AND WARRANTIES; OR (III) A CLAIM ARISING FROM THE BREACH BY YOU OR YOUR USERS OF THIS AGREEMENT, PROVIDED IN ANY SUCH CASE THAT MYSALESDIRECTOR LTD (A) GIVES WRITTEN NOTICE OF THE CLAIM PROMPTLY TO YOU; (B) GIVES YOU SOLE CONTROL OF THE DEFENCE AND SETTLEMENT OF THE CLAIM (PROVIDED THAT YOU MAY NOT SETTLE OR DEFEND ANY CLAIM UNLESS YOU UNCONDITIONALLY RELEASE MYSALESDIRECTOR LTD OF ALL LIABILITY AND SUCH SETTLEMENT DOES NOT AFFECT MYSALESDIRECTOR LTD BUSINESS OR SERVICE); (C) PROVIDES TO YOU ALL AVAILABLE INFORMATION AND ASSISTANCE; AND (D) HAS NOT COMPROMISED OR SETTLED SUCH CLAIM.
15. Disclaimer of Warranties
MYSALESDIRECTOR LTD AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. MYSALESDIRECTOR LTD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MYSALESDIRECTOR LTD AND ITS LICENSORS.
16. Internet Delays
MYSALESDIRECTOR LTD SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MYSALESDIRECTOR LTD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER LOSS OR DAMAGE WHATSOEVER RESULTING FROM SUCH PROBLEMS.
17. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED 125% OF THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL LIMIT THEIR LIABILITY IN RESPECT OF ANY DEATH OR PERSONAL INJURY CAUSED AS A RESULT OF THEIR NEGLIGENCE, AND THE SHALL BE NO LIMIT OF LIABILITY IN RESPECT OF ANY FRAUD OR FRAUDULENT MISREPRESENTATION MADE BY ONE PARTY TO THE OTHER.
18. Export Control
MYSALESDIRECTOR LTD AND ITS LICENSORS MAKE NO REPRESENTATION THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OUTSIDE OF THE UNITED KINGDOM, AND GIVE NO PERMISSION OR RIGHT FOR THE SERVICE TO BE USED OUTSIDE OF THE UNITED KINGDOM. IF YOU CHOOSE TO SUBSCRIBE TO USE THE SERVICE FROM OUTSIDE THE UNITED KINGDOM IN BREACH OF THIS AGREEMENT, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES AND WILL INDEMNIFY MYSALESDIRECTOR LTD IN RESPECT OF ANY AND ALL LOSSES, CLAIMS, EXPENSES, DAMAGES AND PROCEEDINGS ARISING BY REASON THEREOF.
19. Notice
MYSALESDIRECTOR LTD MAY GIVE NOTICE BY MEANS OF A GENERAL NOTICE ON THE SITE; ELECTRONIC MAIL TO YOUR E-MAIL ADDRESS ON RECORD IN MYSALESDIRECTOR LTD ACCOUNT INFORMATION, OR BY WRITTEN COMMUNICATION SENT BY FIRST CLASS MAIL OR PRE-PAID POST TO YOUR ADDRESS ON RECORD IN MYSALESDIRECTOR LTD ACCOUNT INFORMATION. SUCH NOTICE SHALL BE DEEMED TO HAVE BEEN GIVEN UPON THE EXPIRATION OF 48 HOURS AFTER MAILING OR POSTING (IF SENT BY FIRST CLASS MAIL OR PRE-PAID POST) OR 12 HOURS AFTER SENDING (IF SENT BY EMAIL). YOU MAY GIVE NOTICE TO MYSALESDIRECTOR LTD (SUCH NOTICE SHALL BE DEEMED GIVEN WHEN RECEIVED BY MYSALESDIRECTOR LTD) AT ANY TIME BY LETTER DELIVERED BY NATIONALLY RECOGNISED OVERNIGHT DELIVERY SERVICE OR FIRST CLASS POSTAGE PREPAID MAIL TO MYSALESDIRECTOR LTD AT THE FOLLOWING ADDRESSES (WHICHEVER IS APPROPRIATE): MYSALESDIRECTOR LTD, 5 HICKLETON CLOSE, RIPLEY, DERBYSHIRE ENGLAND DE5 3TA FOR ATTENTION OF: CUSTOMER CARE DIRECTOR.
20. Modification to Terms
MYSALESDIRECTOR LTD RESERVES THE RIGHT TO MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT OR ITS POLICIES RELATING TO THE SERVICE AT ANY TIME, EFFECTIVE UPON POSTING OF AN UPDATED VERSION OF THIS AGREEMENT ON THE SERVICE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THIS AGREEMENT. CONTINUED USE OF THE SERVICE AFTER ANY SUCH CHANGES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES. SHOULD SUCH CHANGES MATERIALLY AFFECT EITHER THE SERVICE OR YOUR RIGHTS THEN MYSALESDIRECTOR LTD SHALL NOTIFY YOU IN ADVANCE OF SUCH CHANGES OCCURING. WHERE MYSALESDIRECTOR LTD DO NOT HEAR FROM YOU TO THE CONTRAY WITHIN 14 DAYS OF NOTIFYING YOU OF ANY CHANGES, THEN MYSALESDIRECTOR LTD SHALL BE DEEMED TO ACKNOWLEDGE THIS AS YOUR CONSENT TO THOSE MODIFICATIONS.
21. Assignment; Change in Control
THIS AGREEMENT MAY NOT BE ASSIGNED BY YOU WITHOUT THE PRIOR WRITTEN APPROVAL OF MYSALESDIRECTOR LTD BUT MAY BE ASSIGNED WITHOUT YOUR CONSENT BY MYSALESDIRECTOR LTD TO (I) A PARENT OR SUBSIDIARY, (II) AN ACQUIRER OF ASSETS, OR (III) A SUCCESSOR BY MERGER. ANY PURPORTED ASSIGNMENT IN VIOLATION OF THIS SECTION SHALL BE VOID. ANY ACTUAL OR PROPOSED CHANGE IN CONTROL OF YOU THAT RESULTS OR WOULD RESULT IN A DIRECT COMPETITOR OF MYSALESDIRECTOR LTD DIRECTLY OR INDIRECTLY OWNING OR CONTROLLING 30% OR MORE OF YOU SHALL ENTITLE MYSALESDIRECTOR LTD TO TERMINATE THIS AGREEMENT FOR CAUSE IMMEDIATELY UPON WRITTEN NOTICE.
22. General
(A)THIS AGREEMENT SHALL BE GOVERNED IN ACCORDANCE WITH ENGLISH LAW AND THE PARTIES AGREE TO SUBMIT ANY DISPUTE ARISING UNDER THIS AGREEMENT TO THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS.
(B) FOR THE AVOIDANCE OF DOUBT, NO JOINT VENTURE, PARTNERSHIP, EMPLOYMENT, OR AGENCY RELATIONSHIP EXISTS BETWEEN YOU AND MYSALESDIRECTOR LTD AS A RESULT OF ENTERING INTO THIS AGREEMENT OR USE OF THE SERVICE.
(C) ANY FAILURE BY MYSALESDIRECTOR LTD TO ENFORCE ANY RIGHT OR PROVISION UNDER THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION UNLESS ACKNOWLEDGED AND AGREED TO BY MYSALESDIRECTOR LTD IN WRITING.
(D) THIS AGREEMENT, TOGETHER WITH ANY APPLICABLE ORDER FORM, COMPRISES THE ENTIRE AGREEMENT BETWEEN YOU AND MYSALESDIRECTOR LTD AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS NEGOTIATIONS, DISCUSSIONS OR AGREEMENTS, WHETHER WRITTEN OR ORAL, BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER CONTAINED HEREIN.
(E) THESE TERMS AND CONDITIONS DO NOT PURPORT TO CONFIR A BENEFIT ON ANY THIRD PARTY
(F) IF ANY PROVISION OF THESE CONDITIONS ARE HELD BY ANY COMPETENT AUTHORITY TO BE INVALID OR UNENFORCEABLE IN WHOLE OR IN PART, THE VALIDITY OF THE REMAINDER SHALL NOT BE AFFECTED.
(G) ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN BY EITHER PARTY TO THE OTHER UNDER THESE CONDITIONS SHALL BE IN WRITING ADDRESSED TO THE OTHER’S PRINCIPAL PLACE OF BUSINESS.
Questions or Additional Information:
IF YOU HAVE QUESTIONS REGARDING THIS AGREEMENT OR WISH TO OBTAIN ADDITIONAL INFORMATION, PLEASE SEND AN E-MAIL TO: INFO@MYSALESDIRECTOR.CO.UK