PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE
These terms tell you (“You”, “Customer”) the rules for using our website www.salesflow.io and its software and service offering it has to provide (“Site”).
Acceptance of these Terms
Our Acceptable Use Policy
Our API Link Policy
Our GDPR Compliance Policy
If you sign up to a trial or you purchase services from our Site and/or the company, the terms of the User Agreement will also apply.
We amend the Terms, the Agreement and any one of our policies from time to time. Every time you wish to use our Site, please check these terms to ensure you understand the terms that apply at that time.
We may update and change our Site from time to time to reflect changes to our products, our users’ needs and our business priorities.
We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
We can transfer our rights and obligations under these terms to any third party, provided this does not adversely affect your rights under these terms.
Use of the material on the Site
We are the owner or the licensee of all intellectual property rights in our Site, and in the material published on it. Those works are protected by certain copyright laws.. All such rights are reserved. You may print off one copy, and may download extracts, of any page(s) from our Site for your personal use and you may draw the attention of others within your organisation to content posted on our Site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on our Site must always be acknowledged (except where the content is user-generated).
The content on our Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site.
Although we make reasonable efforts to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date.
Third Party Links
Where our Site contains links to other Sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those Sites or resources.
This website may include information and materials uploaded by other users of the Site. This information and these materials have not been verified or approved by us. The views expressed by other users on our Site do not represent our views or values.
If you wish to complain about content uploaded by other users, please contact us on [email protected]
Whether you are a consumer or a business user:
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. All other liability shall be excluded to the fullest extent possible. Any other liability shall be capped at £1,000.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our User Agreement.
If you are a business user:
We exclude all implied conditions, warranties, representations or other terms that may apply to our Site or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
use of, or inability to use, our Site; or
use of or reliance on any content displayed on our Site.
In particular, we will not be liable for:
loss of profits, sales, business, or revenue;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
If you are a consumer user:
Please note that we only provide our Site for domestic and private use. You agree not to use our Site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
Use of Personal Information
Aggregation of User Data.
We may aggregate the information you provide with similar information collected from other visitors to the Site or users of the Service in order to evaluate or enhance the Site or its Services. Specifically, we may aggregate data to determine the usage patterns or interests of visitors to the Site or users of the Service, or for purposes related to the technical support or security of the Site and our computer systems. For example, we collect traffic data that is regularly generated with Users' online activities such as IP addresses, the name of the website from which you entered our website, session durations, viewed pages, type of mobile device and computer operating system. We use all of this information to analyse trends among our Users to help improve our Site. The aggregated data that we evaluate, contains no personal information or other information that could identify an individual.
Uploading content to the Site
Whenever you make use of a feature that allows you to upload content to our Site, or to make contact with other users of our Site, you must comply with the content standards set out in our Acceptable Use Policy.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our Site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Rights you are giving us to use material you upload below.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Site constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our Site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy. You are solely responsible for securing and backing up your content.
When you upload or post content to our Site, you grant us and other users the following rights to use that content a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the website and across different media including to promote the Site or the service.
We do not guarantee that our Site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software.
You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.
Linking to our Site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Site in any website that is not owned by you. Our Site must not be framed on any other Site, nor may you create a link to any part of our Site other than the home page.
We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy. If you wish to link to or make any use of content on our Site other than that set out above, please contact [email protected]
ACCEPTABLE USE POLICY
You may not use our Site:
In any way that breaches any applicable local, national or international law or regulation.
In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
For the purpose of harming or attempting to harm minors in any way.
To bully, insult, intimidate or humiliate any person.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms.
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
To upload terrorist content.
You also agree:
Not to reproduce, duplicate, copy or re-sell any part of our Site in contravention of the provisions of the Terms.
Not to access without authority, interfere with, damage or disrupt any part of our Site; any equipment or network on which our Site is stored; any software used in the provision of our Site; or any equipment or network or software owned or used by any third party.
These content standards apply to any and all material which you contribute to our Site (Contribution), and to any interactive services associated with it. The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
You must not sell, transfer, sublicense or otherwise monetise or make available any data to any third party, including any data broker, ad network, or other advertising monetization-related party.
You must not collect, store, or use the data in any illegal, unauthorized, or otherwise improper manner, or in any manner which would breach any laws or regulations regarding privacy, or violate the rights of third parties.
A Contribution must not be defamatory, obscene, offensive, hateful or inflammatory, promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, infringe any copyright, database right or trade mark of any other person.
We will determine, in our discretion, whether a Contribution breaches the Content Standards.
Breach of this policy
When we consider that a breach of this acceptable use policy has occurred, we may take such action as we deem appropriate.
Failure to comply with this acceptable use policy constitutes a material breach of the terms, and may result in our taking all or any of the following actions:
Immediate, temporary or permanent withdrawal of your right to use our Site.
Immediate, temporary or permanent removal of any Contribution uploaded by you to our Site.
Issue of a warning to you.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
Further legal action against you.
Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
API LINK POLICY
This policy deals with the application programming interface (API), which is a connection between computers or between computer programs and it shall apply together with the Terms, Agreement and other policies if applicable.
Licenses and Restrictions
1.1. API License. Subject to the terms and conditions of this Policy, the Supplier grants to you a non-exclusive, non-transferable, non-sublicense-able, limited license to use the Application Programming Interface ("API License") solely in accordance with the terms of this Policy. The API License allows you to do only the following:
1.1.1. Access the Supplier Resources ("Resources") and use API certificate only in the manner provided by The Supplier; The Supplier Resources may include but are not limited to resources for customers, invoices, payment cards, subscriptions, transactions, block lists, disputes, layouts, plans, authorization options, credentials, and tokens;
1.1.2. Use the API as necessary to conduct your business;
1.1.3. Execute transactions using the Supplier Service; and
1.2. Any combination of Sections 1.1.1-1.1.5 above shall be deemed "Permitted Use." Permitted Use is subject to all terms set forth in this Policy. To enable your Permitted Use, The Supplier will provide you with a confidential identification code, Certificate, and User ID that shall permit you to use the API. The User ID will remain the property of The Supplier and may be revoked or terminated by The Supplier immediately if you fail to keep it confidential (for example by sharing it with any third party, other than a Third-Party Service Provider), if compromised in any way, or if you use or access the Program or The Supplier Resources in any manner not expressly permitted under this Policy. A "Third Party Service Provider" shall refer to any third-party service provider who is reasonably needed to undertake the Permitted Use and who is subject to all restrictions herein, including confidentiality provisions.
1.3. General License Conditions and Restrictions. You agree that you will neither use the Resources or the Program in any way not expressly permitted under this Policy, nor use any alternative means such as robots, scraping or other technology to access, query, or use www………………, or any other web site owned or operated by The Supplier or any of its affiliates (the "The Supplier Site"), Resources, or Program to obtain any information, other than as provided by The Supplier to you pursuant to this Policy. You may not distribute, facilitate, enable or allow access or linking to the Supplier Resources from any location or source other than your Site. Following expiration or termination of this Policy, you shall not use (or facilitate use of) any alternative means such as robots, scraping or other technology to access, query, or use the Supplier Site, Resources, or Program to obtain any information.
1.4. Restrictions and Conditions on Use. You agree that you shall not use the Program or Resources, or permit same to be used in any manner, whether directly or indirectly, that would (i) permit the disclosure of the Program or Resources, to, or the use of the Program or Resources by, anyone other than your employees or Third-Party Service Providers, or (ii) enable the Program to be used in any location other than your Site (unless The Supplier otherwise has agreed in writing for your use elsewhere).
1.4.1. Specific Prohibitions: Notwithstanding anything to the contrary in this Policy, you are specifically prohibited from doing any of the following:
184.108.40.206. You shall not sell, transfer, sublicense, or disclose your User ID to any third party (other than Third Party Service Providers); and
220.127.116.11. You shall not modify, decompile or otherwise alter the Program or Resources.
1.5 The Supplier is not affiliated with LinkedIn or any third-party partners in any way.
1.6 It is your sole responsibility to comply with LinkedIn rules and any legislation that you are subject to. You use SalesFlow at your own risk.
1.7 The Supplier is not responsible for your actions and their consequences and the Supplier shall not be held responsible for any bans or suspensions by it or connected accounts.
1.8 The Supplier requires your SalesFlow API access to obtain required information for interacting with the APIs. It does not store, give away, or otherwise distribute your information to any third parties.
1.9 The Supplier does not guarantee any specific outcome from using SalesFlow nor does it guarantee continuous, uninterrupted and error-free operation of the service.
Security and Stability
2.1 The Supplier reserves the right to change the method of access to the Program and/or Resources at any time to ensure the safety and security of its environment. In the event of degradation or instability of The Supplier's systems or in an emergency, you acknowledge and agree that The Supplier may, in its sole and absolute discretion, temporarily suspend your access to the Program and/or Resources in order to minimize threats to and protect the operational stability and security of the Supplier system.
API - Third Party Products
3.1 The Service may provide you with access to, be integrated with, or contain links or references to, products, services, data, information, sites or other materials which are provided or operated by third parties (collectively, "Third Party Products"). In such cases, The Supplier only provides API services for connecting these Third-Party Products to the Service provided by The Supplier not the Third-Party Product itself.
3.2 Any exchange of data between you and any third-party provider of a Third-Party Product, is solely between you and the applicable third-party provider. By integrating with a Third-Party Product, you acknowledge and agree that:
(i) Licensee Data may be shared with the third-party provider; and (ii) The Supplier shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever for any loss or damage in connection with the data we provide to such third parties.
4.1 You agree to indemnify The Supplier against any and all claims, losses, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims") which The Supplier may incur as a result of any third party actions (court, arbitration, or otherwise) arising from or relating to: (1) Your or Third Party Service Provider's use of the Program, the Supplier Resources, Services or Technology in excess of the rights granted hereunder or (2) Resources, Technology, or Services provided by You or others on your behalf. Your Policy to indemnify The Supplier hereunder includes the obligation to provide full legal defence to The Supplier upon tender by The Supplier, regardless of outcome of any action or proceeding.
4.2 Abuse or excessively frequent requests to the Site via the API may result in the temporary or permanent suspension of your account's access to the API. The Supplier, in its sole discretion, will determine abuse or excessive usage of the API and may make an attempt via email to warn the account owner prior to suspension
USER AGREEMENT (“Agreement”)
This User Agreement creates "software as a service" (SaaS) arrangement, providing for the secure delivery of services to the user's terminal on a subscription basis over a network from processors hosted remotely by the SaaS provider. This agreement also included other managed solutions “done-for-you” which is powered by our SaaS.
The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms and conditions of this Agreement.
The definitions and rules of interpretation in this clause apply in this Agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in clause 2.2.
Business Day: a day other than a Saturday, Sunday are open for business. Except for specific holiday periods during festivities, Christmas day and New Year’s Eve.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Effective Date: the date of this Agreement.
Initial Subscription Term: the initial term of this Agreement as set out in the Order Form.
Order Form: the plan selected by the Customer at the time of making the payment.
Services: the subscription services provided by the Supplier to the Customer under this Agreement or any other website notified to the Customer by the Supplier from time to time.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the Order Form and on the Supplier’s Site.
Subscription Term: being the Initial Subscription Term together with any subsequent Renewal Periods.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services in accordance with this Agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Subject to the Customer purchasing the User Subscriptions in accordance with this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.
In relation to the Authorised Users, the Customer undertakes that:
the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed no less frequently than [FREQUENCY] and that each Authorised User shall keep their password confidential;
it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times;
it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment.
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
The Customer shall not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
access all or any part of the Services in order to build a product or service which competes with the Services; or
use the Services to provide services to third parties; or
subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause; or
introduce or permit the introduction of, any Virus into the Supplier's network and information systems.
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.
The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Additional user subscriptions
If the Customer wishes to purchase additional User Subscriptions, the Customer shall either complete an additional order Form available on the Site or notify a member of the sales or support team. The Supplier shall activate the additional User Subscriptions within 2 days of the Customer's request.
The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.
The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
planned maintenance, or
unscheduled maintenance required to repair urgent matters, which can occur during peak usage if the Supplier deems necessary.
Both Parties agree to abide by the terms of GDPR Compliance Policy.
Third party providers
The Supplier undertakes that the Services will be performed substantially in accordance with this Agreement, the information contained on the Site and with reasonable skill and care.
The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
does not warrant that:
the Customer's use of the Services will be uninterrupted or error-free; or
that the Services, and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
the Software or the Services will be free from Vulnerabilities or Viruses.
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
The Customer shall:
provide the Supplier with:
all necessary co-operation in relation to this Agreement; and
all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
Charges and payment
The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with the Plan selected in the Order Form.
The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier, the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
All amounts and fees stated or referred to in this Agreement:
shall be payable in pounds sterling;
are, subject to clause 13.3(b), non-cancellable and non-refundable;
are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
The Supplier shall be entitled to increase the Subscription Fees at the start of each Renewal Period.
Optional services, such as extra capacity, are available on the Services (any such services, an "Upgrade"). By selecting an Upgrade, you agree to pay the Supplier the monthly or annual subscription fees indicated for that service in accordance with the Site. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.
The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.
The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
Confidentiality and compliance with policies
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.
Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The above provisions of this clause 11 shall survive termination of this Agreement, however arising.
The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:
the Customer is given prompt notice of any such claim;
the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
the Customer is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
a modification of the Services by anyone other than the Supplier; or
the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or
the Customer's use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
Limitation of liability
Except as expressly and specifically provided in this Agreement:
the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
the Services are provided to the Customer on an "as is" basis.
Nothing in this Agreement excludes the liability of either Party:
for death or personal injury caused by the Supplier's negligence; or
for fraud or fraudulent misrepresentation.
Subject to clause 13.1 and clause 13.2:
the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to £1,000 in aggregate.
Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.
Term and termination
This Agreement shall be for the Term and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed monthly (each a Renewal Period) (together Subscription Term)
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any other insolvency or administration process commences;
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
On termination of this Agreement for any reason:
all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in of this Agreement and the policies, the provisions of this Agreement shall prevail.
Except as expressly provided in this Agreement, the Supplier shall be entitled to vary the terms of this Agreement.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
If any provision or part-provision of this Agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this Agreement.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that 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 or its subject matter or formation (including non-contractual disputes or claims).
Any questions, reach [email protected]
Legitimate Interest means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us.
Performance of Contract means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.
Comply with a legal obligation means processing your personal data where it is necessary for compliance with a legal obligation that we are subject to.
External Third Parties mean:
• Service providers acting as processors who provide IT and system administration services.
• Professional advisers acting as processors or joint controllers including lawyers, bankers, auditors and insurers based in the United Kingdom who provide consultancy, banking, legal, insurance and accounting services.
• HM Revenue & Customs, regulators and other authorities acting as processors or joint controllers based in the United Kingdom who require reporting of processing activities in certain circumstances.
Full name of legal entity: Growth Technologies Limited t/a salesflow.io
Email address: [email protected]
Postal address: 86-90 Paul Street, London, United Kingdom, EC2A 4NE
You have the right to make a complaint at any time to the Information Commissioner's Office (ICO), the UK regulator for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.
It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
The data we collect about you
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:
Identity Data includes first name, maiden name, last name, username or similar identifier, marital status, title, date of birth and gender.
Contact Data includes billing address, delivery address, email address and telephone numbers.
Financial Data includes bank account and payment card details.
Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access this website.
Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
Usage Data includes information about how you use our website, products and services.
Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
If you fail to provide personal data
Where we need to collect personal data by law, or under the terms of a contract we have with you, and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with the services). In this case, we may have to cancel a product or service you have with us but we will notify you if this is the case at the time.
How is your personal data collected
We use different methods to collect data from and about you including through:
Direct interactions. You may give us your [Identity, Contact and Financial Data] by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
apply for our products or services;
create an account on our website;
subscribe to our service or publications;
request marketing to be sent to you; or
give us feedback or contact us.
Third parties or publicly available sources. We will receive personal data about you from various third parties and public sources as set out below:
Technical Data from the following parties:
analytics providers such as Google based outside the UK;
advertising networks Google ads, facebook based in the UK]; and
search information providers SEMrush based in Europe
Identity and Contact Data from publicly available sources [such as Companies House and the Electoral Register based inside the UK, including Google search.
How we use your personal data
We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:
Where we need to perform the contract, we are about to enter into or have entered into with you.
Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
Where we need to comply with a legal obligation.
Generally, we do not rely on consent as a legal basis for processing your personal data although we will get your consent before sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us.
Promotional offers from us
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).
You will receive marketing communications from us if you have requested information from us or purchased services from us and you have not opted out of receiving that marketing.
We will get your express opt-in consent before we share your personal data with any third party for marketing purposes.
You can ask us or third parties to stop sending you marketing messages at any time by logging into the website and checking or unchecking relevant boxes to adjust your marketing preferences OR by following the opt-out links on any marketing message sent to you OR by contacting us at any time.
Change of purpose
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.
If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
Disclosures of your personal data
We will ensure that your personal information is not disclosed to unauthorised third parties, including family members, friends, government bodies, and in certain circumstances, the Police. We will not sell, rent or trade your personal data. Data protection legislation does however permit certain disclosures without consent when the information is requested for one or more of the following purposes:
To safeguard national security
Prevention or detection of crime including the apprehension or prosecution of offenders
Assessment or collection of tax duty
Discharge of regulatory functions (includes health, safety and welfare of persons at work)
To prevent serious harm to a third party
To protect the vital interests of the individual, this refers to life and death situations
All requests to provide personal data for one of the above reasons will be specifically authorised by our Information Security & Compliance Officer. We require all third parties to respect the security of your personal data and to treat it in accordance with the law.
Many of our external third parties are based outside the UK so their processing of your personal data will involve a transfer of data outside the UK.
Whenever we transfer your personal data out of the UK, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:
• We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data.
• Where we use certain service providers, we may use specific contracts approved for use in the UK which give personal data the same protection it has in the UK.
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.
To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.
By law we have to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they cease being customers for tax purposes.
In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.
Your Legal Rights
You have the right to:
Request access to your personal data (commonly known as a "data subject access request"). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios:
If you want us to establish the data's accuracy.
Where our use of the data is unlawful but you do not want us to erase it.
Where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims.
You have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
We try to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive.
We use the following cookies:
Strictly necessary cookies. These are cookies that are required for the operation of our website. They include, for example, cookies that enable you to log into secure areas of our website, use a shopping cart or make use of e-billing services.
Analytical or performance cookies. These allow us to recognise and count the number of visitors and to see how visitors move around our website when they are using it. This helps us to improve the way our website works, for example, by ensuring that users are finding what they are looking for easily.
Functionality cookies. These are used to recognise you when you return to our website. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
Targeting cookies. These cookies record your visit to our website, the pages you have visited and the links you have followed. We will use this information to make our website and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.
To deactivate the use of third party advertising cookies, you may visit the consumer page to manage the use of these types of cookies OR contact us.
However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our website.
Except for essential cookies, all cookies will expire after 90 days.
You will earn 20% for the first month and 10% recurring up to 12month (lead or direct sales). In case of the expansion of the account, you get the commission within the first 3 months of a new single-user/team user signing.
You are currently using or have used Salesflow for at least 14 days.
You will genuinely promote Salesflow to your audience and network for our mutual benefit.
Self-referrals are not allowed.
Conversions will be counted once your referral becomes a paid customer. Free trial users are not counted as conversions - or refunded within our 7-days money back guarantee.
Conversions are tracked through your affiliate link provided by our affiliate tracking software, First Promoter.
Payouts will be made on the 15th of each month for the previous month’s earnings.
We offer a 60-day cookie life. In other words, if they purchase over the next 60 days by clicking on your link you will be counted as the affiliate for that purchase.
You need to earn $100 minimum before being paid out.
No activity for 3 months may cause your account to be terminated.
We will review all disputes on a good faith basis and Salesflows’s decision will be final in case of any disputes.
Promotion or marketing activity to be approved beforehand and unless approved otherwise risks getting account terminated.
Any misuse or violation of affiliate terms will get your account terminated.