Terms of Use Agreement

We know it’s tempting to skip these Terms of Use, but it’s essential to establish what you can expect from us as you use Salesorder.com and what we expect from you.

Making it easier for you: For your convenience, we have provided, where appropriate, a short overview of each section of this Agreement that explains its essence in plain, user-friendly language.

Feedback or questions? Please let our legal team know at legal@salesorder.com if some overviews need to be simplified or clarified. We aim to make your experience as easy as possible, and your feedback will be warmly received and appreciated.

Once you log into our System or Learn.salesorder.com, we will consider that you have confirmed your acceptance of our Terms of Use.

If you accept these terms on behalf of a company or other legal person, you warrant and represent that that company or person fully authorizes you to enter into the Agreement.

Data Privacy: You accept the terms of these Terms of Use (“Agreement”) and, if relevant to you, the Data Processing Addendum, which provides additional clauses to meet Data protection regulations such as GDPR. You or your users must not log into the System if you cannot accept these terms.

1. Definitions and interpretation

Basic terminology explained

1.1 Parties In these Terms:

“we” means Salesorder Ltd, a limited company incorporated in England and Wales (registration number 05836428) having its registered office at the care of Archer, Evrard & Sigurdsson LLP, Forfar House, 97 Balham Park Road, London SW12 8EB (and “us” and “our” will be construed accordingly); and

“you” means the company, partnership, sole trader, or other person specified as our customer on the Registration Form (and “your” will be construed accordingly).

1.2 Definitions in these terms:

“Affiliate” means a company, firm, or individual that Controls, or is Controlled by, or is under common Control with the relevant company or firm;

“Agreement” means the agreement between the parties incorporating these Terms and Conditions and any Registration Form and any amendments to it from time to time;

“Authorized User” means your employees, officers, and independent contractors who we authorize to use the System;

“Billing Period” normally means one calendar month or the period agreed with you.

“Business Day” means any weekday other than a bank or public holiday in England or the USA;

“Business Hours” means between 08:00 and 18:00 on a UK Business Day;

“Change” means any change to the terms of this Agreement (including, for the avoidance of doubt, any change to Software Enhancements specified in the requirements specification);

“Confidential Information” means:

(a) any information supplied (whether supplied in writing, orally or otherwise) by us to you marked as “confidential,” described as “confidential,” or reasonably understood to be confidential;

(b) the financial terms of the Agreement, and

“Control” means:

(a) the legal power to directly or indirectly control the management of a company, firm, or other entity;

(b) the right to select the majority of the directors (or their equivalent) of a company, firm, or other entity and/or

And “Controlled” will be construed accordingly;

“Customer Data” means all data, information, documents, databases, software, and other works and materials provided by you for storage in and/or processing via the System;

"Effective Date" means the date this Agreement was executed, which is the date you first accessed the System;

“Enhancement Services” means all the services provided or to be provided by us to us in connection with Software Enhancements;

“Fees” means the fees payable under Clause 8, which include:

Throughput Fee (TFee): calculated by multiplying last month's revenue by the Throughput Percentage Rate (TPR).
Throughput Percentage Rate: the multiplying percentage, i.e. 0.39%.
Minimum Throughput Fee (MTFee): A minimum fee is applied if your last month's revenue is lower than the Throughput Revenue threshold published on our website, Salesorder.com, on the Pricing Page.
Throughput Fee Plus (TFee+): an uplift to the Throughput Percentage Rate that may be applied when your System has Software Enhancements specific to your business operations and incur long-term additional costs for us to maintain.
Software Enhancement Fees: for development of additional functionality.
Cancellation Fee: we may apply this if you decide to cancel or delay going live. See the explanation in the overview in Clause 8.
Customized System Fee: an alternative to the Throughput Fee you pay to us commensurate with your business situation.

“First Line Support Services” means support services provided in relation to the configuration of the System and/or the use of the System;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including hacker attacks, denial of services attacks and other malicious user attacks, virus and other malicious software attacks and infections, problems with the internet or a part of the internet, third party network communication problems, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Go Live” means you are using the System to manage your day-to-day operations.

“Go Live Date” means a date confirmed in writing by you to us at which you will commence live operations using our System.

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Master Administrator” means the person you appoint to be primarily responsible for communicating with us in relation to the Agreement, as specified in the Registration Form and updated from time to time by you in the System;

“Month” means a calendar month (and “Monthly” will be construed accordingly);

“Personal Data” means personal data (within the meaning given to the phrase in the Data Protection Act 1998) comprised in the Customer Data with regards to UK users and information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual (particularly, consumer or household) with regards to US users;

‘Plugins' means additional software code (Software Enhancements or Script) you elect to add to the System or is added by us to the System as you instructed;

“Registration Form” means the HTML form(s) completed by you as part of the process of applying to receive the Services under the Agreement;

“Second Line Support Services” means support in relation to faults and errors in the System, the interoperability of the System with any Third Party System, and other technical issues (excluding First Line Support Services);

“Services” means the services supplied by us to you under the Agreement, including the provision of access to the System and the Support Services;

“Software Enhancements" means one or more enhancements to the System developed and delivered under this Agreement on your behalf;

“STA” means a Salesorder Trusted Advisor;

“Standard Software” means the software as a service (SaaS) for wholesalers branded and sold as "Salesorder.com";

“Storage Charge” is an annual charge we may need to make to enhance our storage and data security policies and environments and remain appropriate to industry conditions, i.e., increased threats.

“Support Services” means First Line Support Services and/or Second Line Support Services;

“System” means our Salesorder software, including the TAP (Trade Acceleration Portal) provided as a service under this Agreement as updated from time to time and where the context permits any part of such service;

“Terms” means these terms and conditions and

“Third Party System” means any third-party software, computer program, application, website, resource, or other system.

1.3. In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated, and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.4. The Clause headings do not affect the interpretation of the Agreement.

1.5. The Agreement defines “persons” as companies, partnerships, limited liability partnerships, unincorporated associations, and trusts.

1.6. The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilized in the Agreement will not be limited by any specific examples or instances utilized in relation to such a concept or category.

2. Term

2.1. The Agreement will come into force on the Effective Date and will continue indefinitely, whether you are using the System on a paid or evaluation basis, unless and until terminated in accordance with Clause 16.

2.2. Delivery of the Services will commence on the Effective Date.

3. System

We will provide you with access to the System. You can enable and manage access for Authorized users (employees, officers, and contractors). You may delete Authorized users.
You must provide a valid email address for each Authorized user.
You are prohibited from reselling access to the System or granting access to any of our competitors or any third party who is not under your direct control.
We may shut down the System for maintenance at any time. We will always endeavor to minimize the interruption of your access during Business hours.
We will regularly back up your data.
We will introduce you to partners who are outside our direct control.

3.1. Subject to the terms and conditions of the Agreement, we hereby grant you a non-exclusive, non-transferable license to allow Authorized Users to access and use the System via the Internet from anywhere in the world solely for your own internal business purposes during the term of the Agreement.

3.1. We permit you to create, delete, or reassign Authorized User accounts, each associated with a particular individual who is your employee, officer, or independent contractor. You must provide a valid email address for each Authorized User you create in your System.

3.3. You may, subject to payment of the applicable Fees, add Plugins.

3.4. The System will store the Customer Data, subject to such limits as we may specify occasionally.

3.5. We will arrange for the regular backup of the Customer Data and your System configuration. Under normal operating conditions, such backups will usually be made at least once daily. We will arrange for the storage of only the latest backup.

3.5. You acknowledge that from time to time, we may need to shut down the System for emergency or scheduled maintenance or upgrades. We will use reasonable endeavors to ensure that scheduled maintenance and upgrades involving the shut-down of the System will be performed outside Business Hours (or, if you are outside the UK, outside business hours in your home jurisdiction).

3.7. We may provide links to or refer you to third-party systems as part of or in connection with the Services. You acknowledge that any such link or referral will not constitute a recommendation and that you are solely responsible for using and dealing with Third-Party Systems.

3.8. We may provide you with Consultancy Services, which include support during your onboarding period (in particular, consultations on launch sequence) and live operations (any consultations during the period of using the System in production).

4. Support Services

4.1. You agree to provide us with one individual's name and contact details as our single point of contact for all support requests.

4.2. We will make available an online helpdesk, operational during Business Hours, to provide Support Services. After Business Hours, we will use commercially reasonable endeavors to respond and resolve the issue raised

4.3. You agree to make all requests for Support Services through the helpdesk, and all such requests must include a complete explanation as is reasonably possible and follow the guidelines as stated here: https://salesorder.com/customer-support/

4.4. Concerning First Line Support Services, we will either:

(a) appoint an STA to provide First Line Support Services (in which case we will use commercially reasonable endeavors to ensure that the STA resolves the issue raised); or

(b) ourselves use commercially reasonable endeavors to resolve the issue raised.

4.5. Concerning Second Line Support Services, we will use commercially reasonable endeavors to resolve the issue raised.

4.6. We are not obligated to provide Support Services if you use the Services for free, i.e., evaluating the System.

4.7. From time to time, we may agree to provide you with additional services outside the scope of those services specified in the Agreement. The provision of such additional services will be subject to the payment of additional Fees (to be agreed between you and us).

5. Software enhancement services

We want to make it as straightforward as possible for you to request and instruct us to efficiently customize, add enhancements, or add integrations to your System.

Clause 5 provides guidelines for your and our contractual obligations. In summary, if you request customization(s), enhancement(s), or integration(s), we capture and analyze your requirements and provide you with a Scope of Work, Estimated Cost, and Timelines.

When you approve the Scope of Work, Estimated Cost, and Timelines, we present appropriate and fair payment terms: full payment upfront, 50% upfront, and 50% on completion, or full payment on completion.

If you request changes to an ongoing Scope of Work or after completion, we constitute the change in a Customer Change Notice (CCN). The change can/will alter the cost and timelines in an ongoing Scope of Work. We will adjust the Fees appropriately when you approve the CNN costs and timelines.

5.1. Upon your request and subject to a separate Scope of Work, we may develop the Software Enhancements and integrate them with the Standard Software in accordance with the terms of this Agreement.

5.2. We may sub-contract the provision of any of the Enhancement Services without obtaining your consent.

5.3. We may suspend the provision of any Enhancement Services if any amounts due to be paid by you to us in relation to Software Enhancements are overdue by more than 5 Business Days.

5.4. We will use reasonable endeavors to:

(a) attain each milestone by the relevant date set out in the Scope of Work; and

(b) complete the development and integration of the Software Enhancements in the Standard Software and notify you of such completion on or before the required delivery date.

5.5. If we fail to complete the integration of the Software Enhancements in the Standard Software by the end of the required delivery date, then we shall do so as soon as practicable following the required delivery date.

5.6. You will provide us with:

(a) such authorization to access your Standard Software instance and account, and such other co-operation as is required by us (acting reasonably), to enable the performance of our obligations under this Agreement;

(b) all information and documents required by us (acting reasonably) in connection with the provision of the Enhancement Services and

(c) any legal, accountancy, taxation or other advice reasonably required to ensure the Software Enhancements' compliance with applicable laws, regulations, and standards.

5.7. Either party may request a Change at any time. When requesting a Change, the requesting party will notify the other party and provide a change control notice (“CCN”). The CCN will set out (as a minimum):

(a) details of the impact on the timetable for the provision of the Enhancement Services or the Software Enhancements;

(b) details of any additional resources expected to be required as a result of the Change, and

5.8. The other party will consider any proposed Change within 3 Business Days.

5.9. Either party may:

(a) accept or reject a CCN issued by the other party;

(b) request further information concerning any aspect of a CCN issued by the other party and/or

5.10. Following agreement of a CCN, each party will confirm its agreement to the CCN by:

(a) signing a copy of the CCN and sending the signed CCN to the other party or

(b) otherwise sending its written acceptance of the CCN to the other party.

5.11. Only when a CCN recording a proposed change has been signed or agreed in writing by each party will the proposed change take effect.

5.12. The Customer acknowledges that:

(a) The requirements, specification, and Scope of Work as agreed at the effective date may be outline documents only and will need to be elaborated and amended during the course of the Agreement; and

(b) the elaboration or amendment of the requirements specification may impact the Scope of Work. The elaboration or amendment of the Scope of Work may have an effect upon the requirements specification, and the elaboration or amendment of either the requirements specification or may have an impact upon the Fees, and accordingly, you undertake to give reasonable consideration to any request for a Change made by us where the Change is necessary or desirable for the successful completion of the development of the Software Enhancements.

6. Customer (Your) obligations

Please read the entirety of this clause 6

By accessing the system, you acquire certain obligations. These clauses are self-explanatory. If you need further explanation, please contact our legal team at legal@salesorder.com.

6.1. You agree to confirm your Go Live Date by email at least 30 days before the Go Live Date to allow us to provision the appropriate technical resources to assist you.

6.2. You will provide to us, or procure for us, any:

(a) support and advice;

(b) information and documentation;

(d) licenses of third-party Intellectual Property Rights, and

(e) governmental, legal,, or regulatory licenses, consents,, or permits;

Reasonably necessary to enable us to discharge our obligations under the Agreement.

6.3. You will ensure that all information we hold about you is true, accurate, complete, current, and not misleading (at all times during the term of the Agreement).

6.4. You will ensure that all instructions in relation to the Agreement and notices under the Agreement will be given to us by the Master Administrator, and we:

(a) may treat all such instructions as the fully authorized instructions of you; and

(b) reserve the right not to comply with any other instructions in relation to the Agreement without first obtaining the consent of the Master Administrator.

6.5. You will not act or do anything that would damage our reputation or goodwill or bring us into disrepute.

6.6. You must not access the System by any means other than through the interface(s) we provided.

6.7. You must immediately notify us of any security breach relating to the System (including any unauthorized use of any password or account and any theft of any account and security information).

6.8. You must not use the System to provide services to any third party without our written consent.

6.9. You must not resell the System.

6.10. You must not (and must not attempt to) reverse compile, disassemble, reverse engineer, or otherwise reduce the System or any part thereof to human-perceivable form, except as mandated by applicable law.

6.11. You must not use the System:

(a) in any way which is unlawful, illegal, fraudulent, or harmful; or

(b) in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

6.12. You must not use the System in any way that causes, or may cause, damage to the System or impairment of the availability or accessibility of the System or any of the areas of, or services on, the System.

6.13. You must not attempt to gain unauthorized access to the System or any other computer system owned or operated by us.

6.14. You will not use the System in or in connection with any business or operation that competes with our business or to conduct any research or testing for the purposes of such a business or operation.

6.15. You must not impersonate any other person when using the System or in connection with your use of the System.

6.16. You must not publish or republish the System, include it in a “frame” or “mirror,” or incorporate it into any other internet-based system or service.

6.17. You must notify us in advance if you fall within the Control of our competitor or a person who competes with us.

6.18. You must ensure that all Authorised Users, your employees, officers, independent contractors, and persons within your power or control comply with the provisions of Clauses 6 and 7 of the Agreement.

7. Customer Data

You own the data you record and store in our System. We take as many precautions as is commercially practical to protect and back up your data.

You agree not to store any data on our System that is illegal, false, obscene, or is provided in breach of any contract, duty, or laws. You also agree not to store any data that may harm our System.

If you violate this agreement, we may immediately delete the data.

If you process any data received from a person residing in the EEA, you must comply with our data processing agreement. Please note that you cannot use our services if you don’t wish to enter into our data processing agreement.

7.1. You warrant, represent, and undertake that you will not use the System to store, host, copy, distribute, display, publish, promote, transmit, or send Customer Data which:

(a) is illegal or unlawful;

(b) infringes a third party's legal rights, or

7.2. Without prejudice to the generality of Clause 7.1, you warrant, represent, and undertake that Customer Data (and its use on the System) will not:

(a) be libelous or maliciously false;

(b) be obscene or indecent;

(d) infringe any rights of confidence, rights of privacy, or rights under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime;

(g) be in contempt of any court or breach of any court order;

(h) be in breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) be in breach of official secrets legislation or

(k) be in breach of any contractual obligation owed to any person.

7.3. You must not use the System to transmit or send unsolicited commercial communications.

7.4. You must not use the System to store, host, copy, distribute, display, publish, promote, transmit, or send any software, programs, routines, applications, or technologies that will or may negatively affect the performance of a computer or network or introduce security risks to a computer or network (including viruses, Trojans and rootkits).

7.5. If we reasonably suspect that Customer Data may:

(a) breach the terms of the Agreement; or

(b) cause damage or loss to us, any other person, the System, or any other computer system; we may remove the relevant Customer Data from the System.

7.6. Subject to Clause 17.3, we are not obligated to retain your Customer Data after the Agreement's effective termination.

7.7. GDPR & Data Processing Addendum: This Agreement also includes the Salesorder.com Data Processing Addendum (DPA), incorporated herein by reference. If you are using the System to process ANY personal data belonging to an EU citizen as defined in the DPA and by the GDPR, you also agree to the terms of our DPA.

For the Standard Contractual Clauses attached to the DPA, when you are the data exporter, your agreement to these Terms of Service shall be treated as your signature on the DPA, including, without limitation, the Standard Contractual Clauses and their Appendices.

You may opt out of the DPA in its entirety by emailing gdpr@salesorder.com. If you opt out of the DPA, you will be prohibited from using the Services to process data regulated by the General Data Protection Regulation of the European Union (GDPR). In the event of a conflict between our DPA and that of our subprocessors, our DPA will take precedence.

We agree to promptly notify you if we become unable to satisfy our obligations under Section 7 on Data Protection or Section 13 on Confidentiality.

8. Fees and payment

Important: Please Read

Affordable and fair

We’ve designed our Pricing to enable wholesalers of all sizes to afford and use our System and Services and enjoy the freedom of month-to-month payments. This avoids long-term agreements that tie you into a liability.

We charge monthly in arrears, and the costs of the System are directly related to your monthly revenue.

You can find current rates and threshold details on our website under ‘Pricing’. Changes to Fees will be emailed to you within 20 Days in advance.

Fees for using the System are calculated and billed as follows:

Throughput Fee and Rate (TFee and TFRate)

Your last month’s revenue is multiplied by the Throughput percentage rate (TFRate). The result is called the Throughput Fee (TFee).

The Throughput Fee (TFee) is due after you send us your last month’s revenue, and we have calculated and sent you the commensurate Invoice.

Minimum Throughput Fee (MTFee)

If your month’s revenue is below the Throughput Fee Threshold (TFT), we will charge you the Minimum Throughput Fee (MTFee).

Throughput Fee Plus (TFee+)

If we have customized your System, we may apply an uplift to the percentage (TFrate) of your Throughput Fee to cover the costs associated with maintaining esoteric functionality.

Cancellation Fees - Go Live Date cancellation or withdrawal

We will provide you with Onboarding Services to assist you with going live. Unless otherwise agreed upon, these services will be free of charge.

If you decide to cancel or delay going live, you agree we have the right to charge you a Cancellation Fee for all or a portion of the time we’ve spent working with you.

These only apply if the reasons for cancellation or delay are solely attributed to you and not due to reasons on our side.

For the avoidance of doubt, we will not charge this Cancellation Fee in case your failure to use the System for live operations is due to Force Majeure or delays in providing Software Enhancements.

Payment Terms

You agree to pay all fees within five business days from the date of any Invoice we send you.

Suspension for Late Payment or Failure to submit Revenue amount(s)

Timely payment receipt is the cornerstone of prudent cash management. Chasing debtors wastes costly effort and can sometimes be uncomfortable for both parties.

If you fail to provide us with your previous month’s revenue or the notice you cannot provide us with the revenue figure on time, then access to your system will be automatically suspended.

Reinstatement Fee for System Access after Suspension

Restoring access to your System will incur a fee of $100. We don’t want to interrupt your business or cause you to incur additional expenses. So, within a 12-month period, we will waive the $100 fee once if you fail to adhere to this policy.

Customized System Fees

Sometimes, you may have been offered or agreed to Fees commensurate with your business situation. The same Payment Terms and Conditions as stated above apply.

Unless you are evaluating our system, we charge you fees after you Go Live as follows:

Throughput fee (TFee): calculated by multiplying your revenue made through our platform by a Throughput Percentage Rate (TFRate). If you use the standard version of our system, we will use the percentage rate displayed on our website.
Minimum Throughput Fee (MTFee) is a fixed fee charged when your revenue is less than the monthly revenue threshold specified by us on our website or notified to you.
Throughput Fee Plus (TFee+) is a discretionary uplift to the Throughput Percentage rate. We may apply these when we add Software Enhancements to your system that are specific to your business operations and incur long-term additional costs for us to maintain.
Software Enhancement Fee(s) are determined on a case-by-case basis; See Clause 5. These may apply in agreement with you before or after you go live.
Customized System Fee(s) are determined based on your business situation and in agreement with us.

8.1. We agree to use reasonable commercial endeavors to notify you in writing 20 days in advance of any changes to our Fees.

8.2. You agree we have the right to charge, and you will pay Onboarding Services Fees if you decide to not start live operations on your go-live date for your own reasons and not as a result of our actions. For the avoidance of doubt, we will not charge a fee for Onboarding Services in case your failure to use the System for live operations is due to force majeure or delays in providing Enhancement Services.

8.3. You will pay the Fees to us within five business days in accordance with Clause 8.

8.4. You confirm that you understand we may suspend access to your System if you do not pay any fees within the period stated in 8.3.

8.5. To calculate the Throughput Fee (TFee), you agree to provide us with information concerning your monthly revenue by the 10th of the month after the previous month in which you used the System.

8.6. The Throughput fee will be charged starting at the end of the month after you begin using the system for your day-to-day operations.

8.7. Where applicable, we will issue VAT invoices for the Fees at the end of each Billing Period.

8.8. All amounts stated in or in relation to the Agreement are (unless the context requires otherwise) stated exclusive of all sales, value-added, withholding and other taxes and duties which will be payable by you (except for taxes payable on our net income, which will be payable by us).

8.9. You must inform us within five days of receipt of the relevant invoice if you believe you have been incorrectly billed.

8.10. We may vary the throughput percentage rate (TPR) by giving you up to 20 days written notice of the variation expiring at the end of any Billing Period.

8.11. If you do not pay any amount properly due to us under or in connection with the Agreement, we may charge you:

(a) interest on the overdue amount at the rate of 8% per year above the base rate of Barclays Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); and

(b) the full costs and expenses incurred by us in relation to the collection or attempted collection of any overdue amount under the Agreement (including legal fees and the fees of any debt collection agency we may instruct) on an indemnity basis.

8.12. You agree that you are solely responsible for covering any international banking fees or expenses associated with paying Fees.

9. Additional warranties and warranty limitations

You agree:

You have the legal authority to enter into this Agreement. We mean that if you are using our System or Services for yourself, you are over 18 years old and don’t have a guardian acting on your behalf. In case you’re representing a company, you make a promise that you have the right to represent it;
You are not our competitor trying to benefit from the knowledge you may gain through the use of our system;
You provide us with accurate information;
You are not a Competitor or acting on behalf of a Competitor;
We cannot guarantee that our system will work uninterruptedly, but we will try our best to make it accessible to you.

9.1. We warrant to you that:

(a) we have the legal right and authority to enter into and perform our obligations under the Agreement and

(b) the Services will be performed with reasonable care and skill.

9.2. You warrant to us that:

(a) you have the legal right and authority to enter into and perform your obligations under the Agreement;

(b) all information provided to us when you on our online registration form is true, accurate, complete, current, and not misleading;

9.3. All of the parties' liabilities and obligations regarding the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no warranties, conditions, or other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

9.4. Without prejudice to the generality of Clause 9.4, and to the extent permitted by applicable law, we do not guarantee, warrant, or represent that:

(a) the Services will meet your expectations or requirements;

(b) the System will be error-free;

(d) the System will be compatible or interoperable with any Third Party System;

(e) the Services will result in cost savings, revenue increases, or profits;

(f) The system will be free from viruses and other malicious software programs;

(g) the System will comply with, or will assist you to comply with, any applicable laws or regulations; and

(h) the Services or the System will be fit for any particular purpose.

10. Intellectual Property Rights

Intellectual Property Rights refer to our Copyright. You understand we only grant you the right to use our System, Services, and related Content, i.e., all training and ‘how-to’ materials and Documentation.

You agree not to, in any circumstances, copy any of our Intellectual Property.

You confirm you grant permission for us to use the data you provide to allow us to carry out any work required to maintain the performance of your System.

10.1. You hereby grant us a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, and otherwise use the Customer Data to fulfill our obligations and exercise our rights under the Agreement.

10.2. You acknowledge that the software comprised in the System, all Software Enhancements, and Plugins are provided as a service and are not licensed to you. Accordingly, and subject to Clause 3.1, nothing in the Agreement will constitute an assignment or license of any copyright or other Intellectual Property Rights from us to you.

11. Limitations of liability

You agree:

Loss of Data

In the event of any loss, alteration, corruption of, or damage to your data (Customer Data) for which we are liable, your exclusive remedy will be for us to use commercially reasonable efforts to restore the relevant Customer Data from the latest backup.

Our Limited Liability

Our liability in relation to any event or series of related events will not exceed the total amount paid or (if greater) paid by you to us under the Agreement during the 30-day period immediately preceding the event or events giving rise to the claim.

We will not bear liability for any pure economic loss, reputational damage, loss or corruption of your data, or losses caused by force majeure circumstances.

11.1. Nothing in the Agreement will exclude or limit the liability of either party for:

(a) death or personal injury caused by that party's negligence;

(b) fraud or fraudulent misrepresentation on the part of that party; or

11.2. Subject to Clause 11.1, our liability to you under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:

(a) we will not be liable for any:

(i) pure economic loss or loss of profits, revenue, income, or anticipated savings;

(ii) reputational damage, damage to goodwill, or other intangible loss or damage;

(iii) loss of any contract or commercial opportunity; or

(iv) special, punitive, exemplary, indirect, incidental or consequential loss or damage;

(b) we will not be liable for any losses arising out of a Force Majeure Event;

(c) our liability in relation to any event or series of related events will not exceed the total amount paid or (if greater) paid by you to us under the Agreement during the 30-day period immediately preceding the event or events giving rise to the claim;

(d) we will not be liable in relation to any loss or damage to you arising out of the use of a Third Party System;

(e) we will not be liable for any loss, alteration, corruption, or damage to customer data.

11.3. Without prejudice to Clause 11.2(e) and subject to Clause 11.1, in the event of any loss, alteration, corruption of, or damage to Customer Data for which we are liable, the Customer's exclusive remedy will be for us to use commercially reasonable efforts to restore the relevant Customer Data from the latest backup.

12. Indemnity

If you breach this Agreement in a way that will cause damages to a third party (for example, your customers) and such party decides to pursue legal action against us, you agree to reimburse all our costs spent on such litigation.

You agree to defend, indemnify, keep indemnified, and hold harmless us, our officers, employees, Affiliates, and sub-contractors from and against any and all claims, losses, liability, costs, and expenses (including legal fees and amounts paid by us in settlement of claims upon the advice of our legal advisers) arising from:

(a) any breach by you of any term of the Agreement;

(b) any breach by you of any applicable laws or regulations;

13. Confidentiality and publicity

This Clause protects financial information, user names, passwords, and any information marked confidential or understood to be confidential.

You are prohibited from disclosing such information by communicating it to others or posting it online. However, you may disclose it to your employees or contractors who need to know such information to perform their obligations.

With respect to your confidential information, we agree not to make it accessible to anyone except for the cases where you grant us your approval for such disclosure, and we have grounds to believe that your data violates laws or this Agreement (or causes damage) or we have to disclose it according to the law.

We may also speak publicly about our cooperation.

13.1. Subject to Clause 7.5, we will not access or allow any third party to access your Customer Data unless:

(a) we have your prior written consent (including consent by email);

(b) we are required to do so under any applicable law or regulation or pursuant to any judicial or governmental request or order;

(d) we reasonably suspect that the Customer Data may cause damage or loss to us, any other person, the system, or any other computer system.

13.2. You will keep confidential information confidential and will not disclose it except as expressly permitted by Clause 13.

13.3. You will protect the confidentiality of the Confidential Information using at least reasonable security measures.

13.4. You may disclose Confidential Information to your officers, employees, and professional advisers, provided each recipient is legally bound to protect its confidentiality.

13.5. These obligations of confidentiality will not apply to Confidential Information that:

(a) has been published or is known to the public (other than as a result of a breach of the Agreement);

(b) is known to you and can be shown by you to have been known to you before disclosure by us; or

(c) is required to be disclosed by law or by an order (binding upon the relevant party) of a competent governmental authority, regulatory body or stock exchange.

13.6. You agree that we may make public disclosures (including press releases, public announcements, and marketing materials) regarding the Agreement (including that you are our Customer ).

14. Data protection

14.1. You warrant that you have the legal right to disclose all Personal Data that you do, in fact, disclose to us under the Agreement and that our processing of that Personal Data for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the Data Protection Act 1998 and California Consumer Privacy Act).

14.2. We warrant that:

(a) we will act only on instructions from you in relation to the processing of any Personal Data performed by us on behalf of you; and

(b) we have in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of Personal Data and loss or corruption of Personal Data processed by us on your behalf.

15. Suspension of Services

Without prejudice to our other rights under the Agreement, if you breach the Agreement in any way (including any failure to pay to us any amount due under the Agreement in full and on time) or if we reasonably suspect that you have breached the Agreement in any way, we may suspend your access to the System and Services while we investigate the matter and/or pending resolution of the matter.

16. Cancellation policy

16.1. Either party may terminate the Agreement at any time by giving at least 30 days written notice to the other party expiring at the end of any Billing Period.

16.2. Either party may terminate the Agreement immediately by giving written notice to the other party if the other party commits any material breach of any term of the Agreement, and:

(a) the breach is not remediable; or

(b) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so;

and for this Clause 16.2, any breach by you of Clause 6, 7, 9, or 13 will be deemed a material breach of the Agreement.

16.3. Either party may terminate the Agreement immediately by giving written notice to the other party if:

(a) the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager, or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) (where that other party is an individual) that other party dies, becomes incapable of managing his or her own affairs due to illness or incapacity, or is the subject of a bankruptcy petition or order.

16.4. We may terminate the Agreement immediately at any time by giving written notice to you if:

(a) you fail to pay in full and on time any amount due to us, whether due under the Agreement or otherwise;

(b) you fall within the Control of a competitor of ours or a person who competes with us; or

16.5. If we provide the Services to you as part of an evaluation, we may terminate the Agreement at any time by giving you written notice of termination.

17. Effects of cancellation and refunds

When the agreement is terminated, and our relationship ends, we will ask you to return or destroy any confidential information you store. At your request made within 30 days following the termination, we will provide you with a file containing all the data we have held.

After this Agreement terminates, the majority of your obligations cease to apply. However, there are exclusions. Clauses concerning definitions, your tax obligations, limitation of our liability, indemnification, confidentiality, consequences of termination, non-solicitation, and general provisions will continue to apply.

17.1. Upon termination, all the provisions of the Agreement will cease to have effect, save that the following provisions will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 8.7, 11, 12, 13.1 to 13.5, 17, 18, and 22.

17.2. Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as of the date of termination.

17.3. Save where we terminate the Agreement under Clause 16.2, 16.3, or 16.4 or where you are using the System on a free trial basis, within 30 days following the date of effective termination of the Agreement, if you request it in writing, we will provide you with a file containing all the Customer Data that we held as of the date of termination of the Agreement.

17.4. Within 30 days following the date of effective termination of the Agreement, you must:

(a) return to us or dispose of as we may instruct all documents and materials containing Confidential Information; and

(b) irrevocably delete all our confidential information from your computer systems.

17.5. Subject to Clause 11.1, we will not be obligated to refund any Fees to you upon the termination of the Agreement.

18. Non-solicitation

You will not, without our prior written consent, either during the term of the Agreement or within six months after the date of effective termination of the Agreement, engage, employ, or otherwise solicit for employment any employee or contractor of ours who has been involved in the Agreement or the performance of the Services.

19. Force Majeure Event

Where a force majeure event causes us to fail or delay performing our obligations under the Agreement, those obligations will be suspended for the duration of the force majeure event.

20. Notices

Please use the information below to send us notice.

20.1. Save as expressly provided in the Agreement, any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be:

(a) delivered by email to support@salesorder.com

(b) sent by pre-paid first-class post (if within the UK) or by airmail (if sent internationally); or

For the attention of the relevant person and to the relevant address given below in our case or specified on the Registration Form or in the billing information section of the System in your case (or as otherwise notified by one party to the other in accordance with this Clause).

Person: David Archer, Legal Counsel

Salesorder Limited

Archer, Evrard & Sigurdsson LLP,

Forfar House,

97 Balham Park Road,

London SW12 8EB

Email address: support@salesorder.com

21. Variation

We may change the terms of this Agreement. If we decide to do so, we will notify you up to 20 days before introducing such changes. If you disagree with them, you must stop using our system and terminate the Agreement as described above.

21.1. We may vary any term of the Agreement by giving you at least 20 days written notice before the variation expires at the end of any Billing Period.

21.2. Subject to Clause 21.3, your continued use of the System and/or Services after a notice of variation is issued will constitute your acceptance of the variation.

21.3. You acknowledge that if you do not agree to a variation, you may terminate the Agreement before the variation takes effect in accordance with Clause 16.1. If you disagree with a variation, you agree that such termination will be your exclusive remedy.

21.4. Subject to the preceding paragraphs of Clause 21, any variation of the Agreement must be in writing and signed by or on behalf of each party.

21.5. To avoid doubt, we may vary any element of the Services that is not a term of the Agreement without notice, consent, or explanation.

22. General

This Clause contains the terms that we require in accordance with the laws. We state that this Agreement prevails over any previous agreements we may have had; the laws of England and Wales govern it, and neither party may refuse its obligations.

22.1. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

22.2. If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause is lawful or enforceable, if part of it is deleted, that part will be deemed deleted. The rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

22.3. Nothing in the Agreement will constitute a partnership, agency relationship or employment contract between the parties.

22.4. Neither party will:

(a) incur, assume or create, or purport to incur, assume or create, any obligation, responsibility, or liability in the name or on behalf of the other party; or

(b) bind or purport to bind the other party in any manner whatsoever.

22.5. We may subcontract the provision of any Services without your prior written consent, provided that if we do so, we will remain liable to you for the performance of the subcontracted obligations.

22.6. We may freely assign, transfer, sell, resell, charge, license, sub-license or otherwise dispose of or deal in all or any subset of our rights and obligations under the Agreement without your consent or notice. You may not assign, transfer, sell, resell, charge, license, sub-license, or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement without our prior written consent.

22.7. The Agreement is made for the benefit of the parties and is not intended to benefit or be enforceable by any third party. The parties' rights to terminate, rescind, or agree to any amendment, waiver, variation, or settlement under or relating to the Agreement are not subject to the consent of any third party.

22.8. Subject to Clause 11.1:

(a) the Agreement will constitute the entire agreement between the parties in relation to the subject matter of the Agreement and supersedes all previous agreements, arrangements, and understandings between the parties in respect of that subject matter;

(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement; and

22.9. The Agreement will be governed by and construed in accordance with the laws of England and Wales. Subject to Clause 22.10, the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

22.10 Notwithstanding Clause 22.9, we may commence proceedings against you in connection with any dispute arising under or in connection with the Agreement in the courts of the jurisdiction where you are incorporated, established, or permanently resident or where you have your principal place of business.

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