Terms and Conditions

Welcome to www.sales-time.net. These Terms and Conditions contain the terms and conditions that govern all use of our Platform and Services and all content, services and/or products available on or through the Platform (collectively, the “Sales Time Services”).

The Sales Time Services are offered to you subject to your acceptance, without modification (other than Terms (as defined below) agreed by the parties pursuant to these Terms and Conditions), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at www.sales-time.net/privacy), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the Sales Time Services (collectively, the “Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and Supplier (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 SALES TIME 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, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE SALES TIME SERVICES.

Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the Sales Time Services to anyone who violates these Terms.

If you register for a free trial of the Sales Time Services, the applicable provisions of these Terms will govern that free trial.

The original language of these Terms is English. Supplier may make available translations for convenience based when he is receiving a written request, but the final decision is at his discretion. In case of conflicts between the original English version and any translation, the English version shall prevail.

1. Definitions

Account

the primary means for accessing and using the Sales Time Services, subject to payment of a Fee designated in the selected Plan or personalized offer;

Activity

Searching of alternative products and displaying the article of your preferred supplier selected at registration, as an Organization on the platform;

Additional Terms

Provisions applicable to the Client’s use of a particular Feature as indicated by the Supplier in relevant areas of Sales Time Services;

Authorization

The set of rights and privileges on the Web Site and Mobile Application assigned to a User by a Client;

Beta Service

A Feature or functionality of Sales Time Services that is in development or has not been released as a final product which Supplier has made available to Client for testing and evaluation;

Client

A legal organization who has accepted these Terms with the Supplier;

Content

Any data and information available through Sales Time Services or contained within the structure of the System, articles, correlations, presentations, pictures, images, other informational materials and any comments;

Correlation

any technical cross reference made by Sales Time to match different manufacturers single products with similar functionalities;

Feature

A function or set of functions providing a particular capability within Sales Time Services as determined by the Supplier;

Fee

Regular payment for using the activated Account;

Files

Documents of any kind (images, presentations, correlations database, etc.) that are inserted or shared with Sales Time by the Client;

Free Trial

Temporary access for the purposes of trying out the Web Site or Application and Sales Time Services in accordance with any selected Plan without paying a Fee;

Guidelines

Additional guidelines or rules applicable to specific Features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Sales Time Services;

Manufacturer

Producer of goods that are listed on the platform as Correlations. There is no legal bound between Sales Time and the manufacturers listed. All products listed in Sales Time platform use public information about products like part numbers, product description etc.;

Organization

Legal persons (such as companies) that represent Client;

Sales Time Materials

The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Sales Time Services;

Sales Time Services

The Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform;

Plan

Various criteria related to the use and functionality of the Sales Time Services and on which the Fee is based;

Platform

The Sales Time cross reference application;

Preferred Manufacturer

Each Organization will nominate on the registration process or during usage of the Platform the Manufacturers that the Correlation tool will display. Sales Time is providing a multitude of Manufacturers on the platform, but is solely the Organization option to choose their selected one, without any influence/guidance from Sales Time;

Special Terms

any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;

Supplier

As the context requires, Sales Time SRL;

System

The integrated solution for providing the Sales Time Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;

User

A person granted with the Authorization to use the Account on behalf of a Client;

Web Site

The compilation of all web documents made available via www.sales-time.net or its sub domains or domains with identical names under other top domains and owned by Supplier.

2. Authority to Enter into These Terms with Supplier

The use of the Sales Time Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs first:
- the person has received the confirmation of the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or

- for those Sales Time Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.

You may not, without Supplier’s prior written consent, access the Sales Time Services (i) for production purposes, (ii) if you are a competitor of Sales Time, (iii) to monitor the availability, performance or functionality of the Sales Time Services or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

3. Modifications to Terms

Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Sales Time Services. Please check these Terms periodically for changes. Your continued use of the Sales Time Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Sales Time Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.

4. Our Responsibilities

4.1. Provision of Sales Time Services

Supplier will (a) make the Sales Time Services, Content and User Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the Sales Time Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Sales Time Services available 24 hours a day, 7 days a week, except for:

(i) planned downtime (of which Supplier shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond Supplier’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

4.2. Protection of Client Data

Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Supplier personnel except (a) to provide the Sales Time Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.

Supplier may use service providers to perform the Services. Supplier will make commercially reasonable efforts to ensure that data transfers to service providers meet requirements applicable to Clients’ processing of data and will provide information on such data transfers in these Terms for Client’s consideration.

By agreeing to these Terms, the Client authorizes the Supplier (a general written authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679) to engage the following service providers for the purposes of performing the Services. Supplier shall provide 10 business days advance notice before engaging any new service providers under the Supplier’s general authorization.

List of service providers processing Client Data:

Google LLC (United States of America)
Google Analytics is a web analytics service offered by Google that tracks and reports website traffic.

5. Using the Sales Time Services

5.1 Establishing an Account

Certain Features, functions, parts or elements of the Sales Time Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:


- complete the sign-up form on the Web Site/Mobile Application or accept a customized Offer for their entire team. When an Organization want to register multiple users from their company, they will submit to the supplier a list of users with their name, email address and phone number. The supplier will consider that all the users accepted the Terms and Conditions and will activate the account and informing them by email, including login credentials; and

- accept these Terms by clicking “Sign up” or other similar button

Each User may have only one Account. Each such User shall be subject to the restrictions set forth in these Terms.

The Client will submit to the Supplier the list with Preferred Manufacturer, according to the subscription plan or customized offer.

If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Supplier is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Supplier may, in its discretion, request additional information or proof of the person’s credentials. If Supplier is not certain if a User has been granted Authorization, Supplier may, in its sole discretion, prevent such User from accessing the Sales Time Services.

The Client and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.

5.2 Logging Into an Account

Supplier shall provide User with a username and password (“Login Credentials”) to be used to log in to its Account. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify Supplier:


- of any disclosure, loss or unauthorized use of any Login Credentials;

- of a User’s departure from the Client’s organization;

- of any termination of a User’s right for any reason.

5.3 Termination of Account

Client may terminate these Terms at any time as provided in Section 17. Supplier shall permanently delete the Account within six months of the effective date of the termination.

5.4 Fees

The use of an Account is subject to a Fee. Upon sign-up for an Account, the Client must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. If, after signing up, Client elects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

5.5 Changing Plans

Any Client has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Supplier. In such an event, the Client invoice will be chanced effectively with a Fee for the next payment interval with the rate stipulated in the new Plan.

Downgrading of the current Plan may cause the loss of Features, functionality, or capacity of the Account.

6. Payment

The following provisions are applicable only if you purchase access to the Sales Time Services directly from Supplier.

6.1 Payment

Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.

6.2 Overage Charges

Upon delay with any payments, Supplier may require the Client to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered, shall be 1% per month, applicable at supplier discretion.

7. Services

7.1 Use of the Sales Time Services

Subject to these Terms, and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Sales Time Services to:


- search on Sales Time database for cross reference products of selected Preferred Manufacturers

- receive reasonable help and guidance and from Supplier regarding the use of the Sales Time Services

This Sales Time Product Cross-Reference Information is proprietary and provided to the Client and his Users on a confidential basis, once the account is considered Active. Sales Time SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. While Sales Time has undertaken commercially reasonable efforts to identity what would be considered the best correlation/functionally equivalent products, these may not necessarily be equivalent as to form-fit-function requirements, or 100 % features, or certification for specific industry segments. But we are not able to guarantee trueness, completeness and timeliness of the correlation. Sales Time shall not be responsible for any claims based upon use of the Product Cross-Reference Information by Client or its customers. In particular, the Client agrees to advise all users of its product cross-reference business tools of the important need to independently verify that any cross-referenced selector product is an appropriate replacement for another product in a particular application, based on the public information showed on the manufacturer’s websites or product literature.

The Sales Time developed an independent database consist of products from different manufacturers based on public technical details listed on manufacturers website, catalogs or resellers web pages. Obsoleted/canceled products are not part of our database, since Sales Time doesn’t have access to technical details about such products. It is possible that one article from Manufacturer A to have multiple correlations from Manufacturer B or C, so is the User reasonability to choose the best fit, or they can get in contact with Support from Sales Time to clarify the best one.

For any listed accessories like cross connectors, markers or other similar products, we recommend users to double check manufacturers website for compatibilities with the main product, due to the possibilities that some accessories can be used on some cases to multiple product types and our process haven’t covered all portfolio possibilities.

Please Note : Correlated products listed in our Cross Reference tool may not be an exact one-to-one match. Please review the manufacturers product information’s and associated documentation for product details.

If Supplier determines Client usage of the Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any Features or functionality to be significantly excessive in relation to other Users, Supplier reserves the right to suspend respective Client Account, (or part thereof) until Client assures Supplier that Client shall refrain from further abuse of the Services.

7.2 Technical Support

Supplier shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Supplier shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.

The contacts for all enquiries of support are:


- instant messaging,

- built-in notification application on the Web Page and Mobile Application, or

- e-mail: support@sales-time.net

In case that Users are not receiving any alternative listed in the Cross Reference tool, they can send their inquiry to the support team, according to the service level contracted. Sales Time will address the inquiry in two working days, or in the specific time frame specified on the contracted Service Level. Similar, the Sales Time support team should be notified if the User is discovering wrong correlations or the database is generating unusual output.

7.3 Modifications to Service

Supplier reserves the right to modify the Sales Time Services or any part or element thereof from time to time without prior notice, including, without limitation:


- rebranding the Sales Time Services at its sole discretion;

- ceasing providing or discontinuing the development any particular Sales Time Service or part or element of the Platform temporarily or permanently;

- taking such action as is necessary to preserve Supplier’s rights upon any use of the Sales Time Services that may be reasonably interpreted as violation of Supplier’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Sales Time Services, will become effective thirty (30) days before the effective date of such modification.

If the Client does not accept the modification, the Client shall notify Supplier before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the Sales Time Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Sales Time Services, or any part or element thereof.

7.4 Additional Features

Supplier may from time to time make additional Features available through the Sales Time Services, which may be subject to Additional Terms. The Client's use of any such Feature is subject to their acceptance of Additional Terms presented within the relevant Feature or these Terms of Service.

7.5 Beta Services

Supplier may offer certain Features of functionality for the purpose of testing and evaluation ("Beta Service" or “Beta Services”). The Supplier reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to the Client. The Client agrees that the Supplier will not be liable to the Client or to any third party for any harm related to, arising out of the Client's use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

8. Data Processing Contract

For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and the Supplier as the data processor. The Client hereby instructs the Supplier to process the data as described in these Terms.

8.1 Subject matter and nature of processing

The Supplier provides the Platform where the Client, as the data controller, can collect, store and organize the personal data of Users nominated by the Client.

The Platform has been designed to work as a sales supporting tool for convenient Cross Reference of industrial products.

8.2 Duration

The Supplier will process data related to the Client usage until the termination of the Sales Time Services in accordance with these Terms. Upon termination, Supplier will store the Client’s data for a period of six months, should the Client wish to reopen the Account to resume the use of the Sales Time Services, unless instructed otherwise by the Client. After that, the contents of the account may be recoverable from Supplier’s backups for another three months. The Supplier deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.

9. Restrictions

9.1 Prohibited Activities

Client and its authorized Users may use the Sales Time Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:


- use the Sales Time Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;

- copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Sales Time Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights;

- use the Sales Time Services or any part or element thereof unless it has agreed to these Terms.

9.2 Certain Uses Require Supplier Consent

The Client or any User may not, without Supplier’s prior express written consent (e-mail, Skype, etc.):


- sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Sales Time Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;

- use the Sales Time Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;

- use the Sales Time Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Supplier;

9.3 Trade Control Compliance

The Client, any user, warrants, covenants, and agrees that, with respect to the Sales Time Services:


- Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with, U.S., EU, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Department of State (collectively, “Sanctions”), and U.S., EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the U.S. Departments of Commerce and State (collectively, “Trade Controls”).

- Third Party shall take no action, directly or indirectly, that would cause Sales Time or any of its subsidiaries or affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Trade Controls.

- Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export- related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or OFAC’s Sectoral Sanctions Identifications List (the “SSI List”), (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any economic or financial sanctions by any Governmental Authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Crimea Region of Ukraine, (iii) is or has been greater than 50% owned or controlled by any Person or Persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the Sales Time Services to any Persons described in clauses (i)-(iii).

- Third Party will promptly notify Sales Time if Third Party or any personnel employed by or affiliated with Third Party (i) commits any actual or potential breach of Trade Controls relation to the Sales Time Services, or (ii) becomes a Restricted Person.

- Sales Time shall have the right to immediately terminate the access to, or use of the Sales Time Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party takes any action in violation of the provisions described herein or if Sales Time determines, in its sole discretion, that the Third Party’s continued use of the Sales Time Services could violate Trade Controls.

10. Privacy

Supplier takes the privacy of its Clients and Users very seriously. Supplier’s Privacy Policy at www.sales-time.net/privacy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Supplier’s collection, use, and disclosure of Client’s or User’s personal information.

11. Intellectual Property Rights

11.1 Sales Time’s Intellectual Property Rights in the Sales Time Services

The Sales Time Services, Sales Time Materials, Sales Time trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. Sales Time Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Your use of the Sales Time Services and Sales Time Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Sales Time Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the Sales Time Services, Sales Time Materials and Sales Time trade names and trademarks not expressly granted in the Terms.

11.2 Content Owned by Sales Time

Subject to these Terms and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Sales Time Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Sales Time Services or as otherwise permitted by applicable law.

11.3 Client Data

Supplier may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Supplier may not otherwise use or display Client Data without Client’s written consent. Supplier respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the Sales Time Services does not grant Supplier the license to use, reproduce, adapt, modify, publish or distribute the User Data provided by you or stored in your Account for Supplier’s commercial, marketing or any similar purpose. Client expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the Sales Time Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Sales Time Services operate, and to create new Features and functionality in connection with the Sales Time Services in the sole discretion of Supplier, or to upgrade the Correlation database for the articles searched in the platform which haven’t returned any result.

11.4 Feedback

If Client or a User provides Suppliers with any comments, bug reports, feedback, or modifications for the Sales Time Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Sales Time Services.

Client or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Supplier shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if the Supplier deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

12. Disclaimers; No Warranty

Unless otherwise expressly stated by supplier, the Sales Time Services, Sales Time Material, and any content, services, or features made available in conjunction with or through the Sales Time Services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, supplier and its affiliates disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.

Unless otherwise expressly stated by supplier, supplier and its affiliates do not warrant that the Sales Time Services and any content, client data services, or features made available in conjunction with or through the Sales Time Services will be uninterrupted or error-free, that defects will be corrected, or that the Sales Time Services and any content, client data, services, or features made available in conjunction with or through the sales time services or the server that makes them available are free of viruses or other harmful components.

Unless otherwise expressly stated by supplier, supplier and its affiliates do not warrant or make any representations regarding the use or the results of the use of the platform, the Sales Time Services, Sales Time material or any linked sites, in terms of correctness, accuracy, reliability, or otherwise.

The laws of certain countries and states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

13. Indemnification

You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Sales Time Services, Sales Time Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defense of these claims.

14. Limitation of Liability

14.1 No Liability

Supplier shall not be liable to the Client or User for any consequences resulting from:


- any modifications in these Terms, calculation and rates of Fees, the Sales Time Services, Sales Time Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Sales Time Services or Sales Time Material;

- deletion of, corruption of, or failure to store any Data;

- use of Data by the Client or any of the Users associated with the Account;

- upgrading or downgrading the current Plan;

- any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;

- the Client’s use of the Account or the Sales Time Services by means of browsers other than those accepted or supported by the Supplier;

- the application of any remedies against the Client or authorized Users by the Supplier, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Sales Time Services or any part or element thereof;

- the differences between technologies and platforms used for access, for example if certain Features, functions, parts or elements of the Sales Time Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;

- the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Supplier and its affiliates shall not be liable to the Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:


- provide Supplier with accurate information about the Users or Account;

- notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Client;

- provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Supplier’s negligence, breach of these Terms or otherwise);

- abide by any of the restrictions described in these Terms.

14.2 Limitation of Liability

In no event shall the aggregate liability of Sales Time and its affiliates arising out of or related to these terms exceed the total amount paid by client hereunder for the Sales Time Services giving rise to the liability in the six months preceding the first incident out of which the liability arose.

The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit client’s payment obligations under the “payment” section above.

14.3 Exclusion of Consequential and Related Damages

In no event will either party or its affiliates have any liability arising out of or related to these terms for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose.

The foregoing disclaimer will not apply to the extent prohibited by law.

15. Termination of These Terms

15.1 For Convenience

These Terms may be terminated for convenience in the following situations;


- by the Client any time by clicking the cancellation link on the Web Site, which will guide them through the cancellation process when logged in to the Account;

- by Supplier upon decision to end provision of the Sales Time Services and close the Platform; or

- immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

15.2 For Default

These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:


- by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or

- immediately by either party if the other party breaches its obligations, as applicable under Sections 11 [Intellectual Property Rights], 13 [Indemnification], or 9 [Restrictions] of these Terms.

15.3 Effect of Termination

Upon termination of these Terms,


- Supplier shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within 1 month of its receipt of such request.

- Client must:

o stop using and prevent the further usage of the Sales Time Services, including, without limitation, the Platform;

o pay any amounts owed to Supplier under these Terms;

15.4 Remedies

If Supplier terminates these Terms as a result of an uncured breach by a Client or User, Supplier is entitled to use the same or similar remedies against any other persons who use the Sales Time Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain Features, functions, parts or elements of the Sales Time Services.

16. General Provisions

16.1 Relationship of the Parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

16.2 Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

16.3 Entire Agreement

These Terms are the entire agreement between Client and Supplier regarding Client’s use of the Sales Time Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

16.4 Assignment

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.

16.5 No Waiver

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

16.6 Notices

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

Last update: 27 March, 2022