Terms of Service – SalesRook Ltd

Last Updated: February 2024

By clicking “Check Out,” “Agree,” “Set Up Payment,” “Purchase,” or any other phrase, entering your credit card information, and/or enrolling electronically, verbally, or otherwise, you (“You,” “Your,” “Customer”) agree to receive sales enablement software-as-a-service, and/or priority customer support services from SalesRook Ltd (“We,” “Us,” the “Company”), and You are entering into a legally binding agreement with the Company. You acknowledge that you have read, understood, and agree to be bound by these Terms without modification. If you do not accept these Terms in their entirety, you must not access or use our services.

Definitions

For the purposes of this Agreement:

- 'Services' refers to all products, software, platforms, and support provided by SalesRook Ltd.

- 'Package' refers to the specific set of services and terms agreed upon between the Customer and SalesRook Ltd, which may include different tiers or levels of services offered.

- 'Platform' refers to the digital environment, including software and web-based applications, provided by SalesRook Ltd for the delivery of the Services.

- 'Data' encompasses all information, content, and materials provided by the Customer or generated through the use of our Services.

- 'Confidential Information' refers to any data or information, oral or written, disclosed by either party to the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding disclosure.

1. GENERAL TERMS.

(a) Upon execution of this Agreement, electronically, verbally, or otherwise, the Company agrees to provide services in accordance with the specific package terms as outlined on the SalesRook website (the “Website”).

(b) The scope of services rendered by the Company pursuant to this Agreement shall be solely limited to the service level package (the “Package”) You selected, as outlined during our preliminary meeting and/or by proposal and/or on a checkout page completed by Customer upon execution of this Agreement. We reserve the right to modify or update the Package at any time. Any changes to the Package will be communicated to users via email or instant message. Continued use of our services after such modifications will constitute acknowledgment and agreement of the modified terms. The specifics of your package may be requested at any time, and we will provide a written copy.

(c) Services may include subscription licensing, utility hosting, and access to web-based software or artificial intelligence ('AI') tools, as well as customer support related to customer relationship management (‘CRM’), software administration and digital sales as outlined on the Website (the “Services”) and/or as determined by the Company to be necessary to fulfil this Agreement.

(d) While we strive to ensure our services are available 24/7, there may be times when they are unavailable due to maintenance, updates, or unforeseen circumstances. We will make reasonable efforts to notify users of any significant disruptions.

(e) We reserve the right to modify or update this Agreement at any time. Any changes to the Agreement will be communicated to You via email or through notifications within our platform. Continued use of our services after such modifications will constitute acknowledgment and agreement of the modified terms.

(f) We agree not to disclose, reveal or make use of any Confidential information learned during discussions or otherwise. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party.

(g) We reserve the right to display all aspects of Our work, including interviews with You and any completed projects in articles or advertising on websites, in magazine articles, and in books. We also reserve the right to display Customer’s statistical results (including but not limited to ROI, revenue, conversions, inquiries, and/or traffic generated) elsewhere for use in case studies and/or marketing, unless You expressly request in writing that we not display such results, at which point we reserve the right to use Customer data anonymously.

2. PRIVACY AND YOUR RESPONSIBILITIES.

By accepting the Terms herein, you are also agreeing to our Privacy Policy. It is your responsibility to have a Privacy Policy in place for any data you collect and for data and/or personal customer information that the Company may provide you at any time during or after the term of this Agreement. You affirm that any data and/or personal customer information you provide to the Company complies with all applicable data protection regulations, including but not limited to the General Data Protection Regulation (GDPR) and other regional data protection laws. Further, you agree that our Company shall have no liability for any data collection and management practices that do not meet the necessary standards.

3. PAYMENT TERMS AND TERMINATION.

(a) Upon execution of this Agreement, You agree to pay SalesRook Ltd in full the purchase amounts mutually agreed upon for the agreed subscription term of any Packages or Licenses, including but not limited to any deposit or onboarding fee. Future payments will be due at the start of the Service Period – which may be Monthly, Quarterly, or as otherwise agreed to with the Company.

(b) Upon payment of the initial purchase amount, you will select a target date to complete the Setup/Onboarding process, referred to as the "Launch Date." Depending on the payment schedule agreed upon, any remaining balance for the onboarding period will be due on the day of your scheduled Launch Date. Should you need to reschedule the Launch Date, you will be allocated the next available time slot. In the event that a Launch Date is missed due to your failure to fulfill the responsibilities outlined in '5. Service Terms', we will notify you in writing. Should such a situation occur for a third (3rd) time, SalesRook reserves the right to terminate this Agreement, and You will not be entitled to a refund of any payments already made to the Company.

(c) Monthly payments will be charged on the first of each calendar month with the payment method you use for any initial payment. Any additional usage fees incurred during the service period will be added to charges in the following month.

(d) For Customers based in the USA, UK, or Europe opting for monthly subscription agreements, a pre-authorised subscription payment via ACH, Direct Debit, or SEPA is required for the agreed monthly amount. If unable to do so, Customer agrees to set up the same via Credit Card pre-authorisation, subject to a 5% surcharge.

(e) Cancellation is not permitted within the Setup process nor within the first one (1) month of the live subscription once the Package has been purchased. If You wish to cancel after the first month of the subscription, You may do so in writing with a notice period of fourteen (14) days.

(f) For longer subscription terms, such as six (6) or twelve (12) months, cancellation after the initial three (3) months is allowed with a termination fee equivalent to 50% of the remaining value of the contract term, calculated at the end of the notice period. For example, if a Customer with a six (6) month package charged at $500 per month wishes to terminate the Agreement after three (3) months, the termination fee due would be 50% of the remaining 3 x $500, totalling $750.

(g) Customer’s selected monthly ongoing package will be automatically renewed to the same plan with the same fixed term at the end of the term. If You determine at the conclusion of the term that you would like a different package or do not wish to renew the Package, you must let the Company know in writing fourteen (14) days prior to the first (1st) day of the renewal term for the following month.

(h) If You wish to add additional service options during the Package, We will provide a separate estimate for those additional licenses, features, or services.

(i) Payment Authorization: The Customer hereby authorizes SalesRook Ltd to initiate charges or debits, as applicable, to the provided payment method, which may include a credit card, debit card, ACH, Direct Debit, or SEPA, inputted into Stripe, GoCardless, or any other payment provider selected by the Company. This authorization will remain in effect until the Customer cancels it in writing, and the Customer agrees to notify the Company in writing of any changes in their account information or termination of this authorization at least 14 days prior to the next billing date. If the Customer believes that a payment has been processed in error, they must contact the Company in writing within 30 days after the alleged error occurred.

(j) To ensure a fair and transparent resolution process, the Customer agrees to utilize the protocol outlined above for addressing any billing disputes or errors and commits to refraining from initiating a chargeback with their payment provider. Attempting a chargeback without first seeking resolution through the Company's designated process may be considered a breach of Good Faith. The Customer acknowledges that such actions can significantly harm the Company's ability to trade. In the event of a breach of this provision, the Company reserves the right to take legal action for damages, for which the Customer acknowledges liability.

(k) In the event You fail to make any of the payments within a Package during the time prescribed, the Company has the right to immediately stop Services until payment is paid in full.

4. TOKENS USAGE AND PAYMENT.

(a) Token Allocation and Usage: You will be provided with a Tokens Wallet accessible within the SalesRook software platform for managing and monitoring SalesRook Tokens (SRTs). You may be allocated a monthly quota of SRTs based on the specific agreement between you and SalesRook. For instance, SalesRook Core users are typically allocated 25,000 SRTs gratis each month, although alternative quotas are possible depending on the agreement. SRTs grant access to various functionalities within the SalesRook platform, such as WhatsApp and SMS messaging, AI processing, and VoIP calls. The allocation of SRTs is typically on a monthly basis, with no rollover of tokens unless agreed otherwise in writing.

(b) Overage and Payment: You will be notified via the SalesRook platform and may receive communications by email or instant message if your token usage exceeds the monthly allocation. You are responsible for monitoring your token usage, with daily breakdowns and summaries available within the SalesRook platform. You agree to be liable for all overage charges incurred from token consumption beyond the monthly allocation. SalesRook operates a transparent pricing model, with overage prices per 10,000 tokens published on the Website. SalesRook will charge your on-file payment method automatically for any overage charges incurred, unless you request in writing (with a 7-day notice before coming into effect) that SalesRook freezes services upon reaching your quota. You accept that opting for service freezing may result in outages and potential disruptions, for which you assume full liability, including any potential loss of trade or inconvenience. All overage charges accrued prior to the service freeze request coming into effect remain due and payable immediately via your on-file payment method.

5. SERVICE TERMS.

(a) Company's Role as a Software Supplier: The Company operates as a software supplier, providing tools designed to enhance sales engagement and communication. While We may offer you priority support, tailored solutions, and specific deliverables as outlined in your agreed-upon Package, our role does not extend to guaranteeing the successful operation of your business. The outcomes of using our software depend on various factors, including your effective engagement with the platform. We commit to actively listening to your feedback, encouraging debate about it, and incorporating your insights into our decision-making wherever possible. However, We maintain the final decision on matters within our area of responsibility.

(b) Your Role as a Software Licensee: As a licensee of our software, You play a pivotal role in maximizing the benefits of the SalesRook platform. This includes:

- Active Participation: You are expected to ensure timely attendance at scheduled appointments, prompt responses to phone calls, and addressing notifications generated by the software.

- Software Engagement: You commit to frequent interaction within the software environment, including overseeing staffing and maintaining quality control of AI messaging to ensure accuracy and effectiveness.

- Feedback Provision: You are responsible for providing us with constructive feedback on any observed bugs, performance inconsistencies, or areas for improvement.

(c) No Guaranteed Results: We do not guarantee specific results or outcomes from the use of our software. Success depends on multiple factors, including the quality of your data, market conditions, and the effectiveness of your sales strategies.

(d) Responsibility for Materials and Engagement: You are responsible for timely supplying materials and fulfilling your responsibilities of active participation, software engagement, and feedback provision. Failure to do so may impact the effectiveness of our platform and the potential benefits to you.

(e) Provision of Information and Engagement: You agree to provide us with everything needed to deliver the Services — including existing information resources, sales performance figures, and constructive feedback. This aids in the software's ongoing development and achieving positive business outcomes.

(f) Feedback and Approval: You agree to review our work, provide feedback and approval in a timely manner - especially with regards to content produced to enable onboarding, such as the publication of a knowledgebase for an AI persona.. If feedback is not provided within five (5) business days, the content will be published. Should you choose to pull the content after this point, you acknowledge there may be negative results for which we are not responsible.

Should you fail to fulfill the responsibilities outlined in sections (b), (c), (d), (e), and (f), we will issue a written caution to remind you of your commitments under this agreement. SalesRook reserves the right, if the Customer continues to neglect these responsibilities after receiving this warning, to consider such failure as a breach of this agreement. Consequently, the Company reserves the right to terminate this Agreement, and You will not be refunded any payments already made to the Company or provided with further Services. Your active engagement is not only crucial for your individual success but also plays a significant role in the continuous enhancement of the SalesRook platform for the benefit of all users.

(g) Media Expenditure Discretion: In instances where the Service Package encompasses a commitment to media procurement executed by the Company on the Customer's behalf, the allocation and distribution of associated fees reside solely at the Company’s discretion. The Company retains the right to allocate such fees in alignment with the overarching objectives of the Agreement. Monthly allocations are non-cumulative and do not accrue or carry forward to subsequent periods.

(h) Data Access Post-Termination: Upon termination of this Agreement, or at any time, You can request or export all contact data gathered as part of the Service. However, you will not have access to our Platform or any technology we have utilized in providing the Service.

6. DATA PROCESSING.
We will use any personal information that we collect or obtain in connection with the Services in accordance with our privacy policy which is available at https://salesrook.com/privacy-policy (“Privacy Policy“) and data processing agreement which is available at https://salesrook.com/dpa (“Data Processing Agreement“), and to the extent permitted by your applicable law, you hereby agree that we may do so.

(a) Purpose and Nature of Processing: the Company processes customer data solely for the purpose of providing the services as outlined in this Agreement. The nature of the processing includes storage, retrieval, consultation, use, disclosure by transmission, and erasure or destruction.

(b) Duration of Processing: Data will be processed for the duration of the customer's use of SalesRook's services and as required by applicable laws and regulations.

(c) Types of Personal Data: the Company may process data provided by the customer, which could include names, email addresses, phone numbers, and other personal data as required to deliver the services.

(d) Rights of Data Subjects: Customers have the right to access, rectify, or erase their personal data, restrict or object to processing, and the right to data portability. Requests related to these rights can be made by contacting [email protected].

7. DATA SECURITY.

(a) Security Measures: the Company employs robust technical and organizational measures to ensure the security of customer data. This includes, but is not limited to, encryption, firewalls, access controls, and secure software development practices.

(b) Breach Notification: In the unlikely event of a data breach that affects the personal data of our customers or their users, Company will notify affected customers within 72 hours of becoming aware of the breach. This notification will include details of the breach, potential consequences, and measures taken or proposed to address the breach.

(c) Third-party Processors: the Company may engage third-party processors to provide certain services on its behalf. We ensure that these processors are contractually bound to process data only as instructed, and they are required to maintain security measures that are comparable to those of SalesRook. We engage with third-party processors that have undergone a rigorous vetting process to ensure they maintain security and data protection standards comparable to ours. These processors are contractually obligated to handle data in accordance with our directives and the applicable data protection laws.

(d) Data Transfers: SalesRook Ltd may transfer data outside of the European Economic Area (EEA) to countries that provide an adequate level of data protection, as determined by the European Commission, or where appropriate safeguards, such as the use of standard contractual clauses, are in place.

(e) Data Backups and Loss Prevention: We implement regular data backups and employ data loss prevention measures to safeguard your data. However, we recommend that you maintain your own backup copies of any data you provide to us. We are not liable for any loss, corruption, or breach of the data you provide.

8. DISCLAIMERS.

We will not be liable to You or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages. The Company disclaims all liability for any inaccuracy, error, or incompleteness in the Services provided.

While we may integrate or offer integrations with third-party services or platforms, we are not responsible for any issues, data breaches, or losses arising from the use of these third-party services. Users are encouraged to review the terms and privacy policies of these third-party services before integrating them.

Our services may incorporate or be integrated with software, tools, or services developed by third parties. The use of such third-party software or tools shall be governed by the respective licenses and terms associated with them.

The Company may provide You with third-party recommendations for services. You agree that these are only recommendations and the Company will not be held liable for the services and/or products provided by any third-party. Any testimonials, earnings, or examples shown though the Company’s Website are only examples of what may be possible for You. There can be no assurance as to any particular outcome based on the use of the Services. You acknowledge that the Company has not and does not make any representations as to a future outcome of any kind that may be derived as a result of the use of the Service.

9. INTELLECTUAL PROPERTY RIGHTS.

“Intellectual Property Rights” include all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how), and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

You guarantee that all elements of text, images, or other artwork You provide are either owned by You or that You have permission to use them commercially. We will not be held liable for any claim by a third party for copyright infringement for content you have provided. Any photos, videos, or images provided by the Company will be stock photos or videos that are in the public domain or are otherwise owned by Us and do not violate copyright law.

In respect of the content specifically created for the Customer as part of this Package, You own all intellectual property rights of text, images, and data you provided, unless someone else owns them. The Company will have copyright ownership of any content created wholly by the Company for You. You will be granted an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license by the Company to utilize the text, images, and data content created for You, with recognition that we also have the rights to reutilize the content elsewhere.

Regarding Customer Data, You retain ownership of all data you provide, input, or upload to our platform, granting us a non-exclusive, worldwide, royalty-free license to use, process, and display your data, in an encrypted and secure manner, solely for the purpose of providing and improving our services. This includes the right to use aggregated and anonymized data to train our artificial intelligence models to facilitate service improvements and enhancements. We ensure the confidentiality and security of your data in accordance with our privacy policy and applicable laws, aiming to enhance the service provision to you without compromising your data's integrity.

The Company owns any and all intellectual property we have developed prior to, or developed separately from your Package. We own the unique combination of these elements that constitutes sales enablement software and support, and/or any technology We provide, and We license its use to You, exclusively for this Agreement only for as long as We are working with You, unless we agree otherwise. Nothing in this Agreement shall transfer ownership of or rights to any intellectual property of the Company to the Customer, nor grant any right or license other than those stated in this Agreement.

10. NON-DISPARAGEMENT.

The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Customer shall not make any false, disparaging, or derogatory statement in public or private regarding the Company, its employees, or agents.

11. GOOD FAITH.

Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

12. INDEMNIFICATION.

Each party shall indemnify, defend, and hold harmless the other, its current and former employees, or agents, from and against any claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to a) the negligence, recklessness, or willful misconduct of the indemnifying party or any party under the direction or control of the indemnifying party, b) a material breach of this Agreement by the indemnifying party, or c) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the indemnified party or its Customers.

13. DISCLAIMER OF WARRANTIES.

The Services provided to the Customer by the Company under this Agreement are provided on an “as-is” basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose. Nor are there any warranties created by a course of deal, course of performance or trade usage.

14. LIMITATION OF LIABILITY.

By using SalesRook services and purchasing this Package, Customer accepts any and all risks, foreseeable or non-foreseeable, arising from such a transaction. Customer agrees that the Company will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages arising out of your use or misuse of the Services.

15. DISPUTE RESOLUTION.

If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, the Company may, at its discretion, opt to pursue resolution through local small claims court procedures where the nature of the dispute involves the Customer's failure to make payments and the total balance amounts to less than 10,000 USD. Should the dispute not be resolved through small claims court, or if the dispute is not eligible for small claims court, any controversy or dispute to this Agreement will then be submitted to the International Court of Arbitration. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in London, England, or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.

16. GOVERNING LAW AND SEVERABILITY.

This Agreement and any disputes arising out of or in connection with it shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil disturbance, action by governmental entities, strikes, and other acts beyond the party's reasonable control.

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, regardless of the conflict of laws principles thereof. If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

17. ENTIRE AGREEMENT.

This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral.

18. OUR INFORMATION

This Website is owned and operated by:

SALESROOK LTD

Unit A, Cottonworks House, 111 Seven Sisters Road, London N7 7FN

UNITED KINGDOM

Company number: 14088341

If you have any questions or concerns regarding the Terms of Service, please email [email protected] or call +44 808 501 5021.