These Terms of Service define the relationship between Locus Intelligence Limited, being a private limited company incorporated in South Africa under registration number 10049307, registered address, 44 Heritage Close, St Pierre Crescent Cape Town, South Africa which operates the website www.locusintel.com and you The Client. Locus referred to hereafter as “Supplier” or “us” or “we”; and you, being the business (be that an individual, firm or corporate entity) submitting an Order and referred to hereafter as the “Customer” or “you”
Locus Intelligence Limited’s social selling services are designed to assist companies with social selling. Our services include both one off projects and on-going subscription services and can be understood in more detail by referring to your Order Confirmation email .
This Terms of Service document describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. By using any of the Services, you are agreeing to these terms. You must communicate acceptance of the terms of this Agreement by clicking accept on the order confirmation mail.
By accepting this Agreement you agree and consent to be bound by this Agreement in full.
PLEASE READ THIS AGREEMENT CAREFULLY. AS THE CUSTOMER YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT.
We periodically update these terms and we will let you know when we do through email.
1.1 In these Terms of Service, the following definitions apply:
Agreement: together these Terms of Service and the Order Confirmation Email.
Billing Period: means the period for which you agree to prepay Subscription Fees set out in an Order Confirmation Email, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to a Subscription Service for a one (1) year Initial Subscription Term, with a three (3) month Billing Period, you will receive 4 invoices over the duration of the Initial Subscription Period.
Commencement Date: means the date on which you click “sign”this agreement.
Consultant Hours: means the number of hours Locus Intelligence Limited staff or consultants spend on your account and can include time spent by Business Development Consultants, Trainers, Social Selling Executives, Copywriters or other Locus Intelligence Limited staff.
Consultants: The Supplier’s staff and consultants who are assigned to the Customer during the Set Up Service, Training Service, Research Service, or Subscription Service.
Customer Data: means all information that is received from Prospects in the form of a message response received by the Supplier or telecommunication conversation between the Prospect and the Supplier.
Fees: the fees as set out in the Order Confirmation Email.
Individual: any of the Customer’s directors, officers, employees, consultants or agents.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Hubspot: our marketing platform of preference that is used to send and track communications with prospects. All associated Hubspot costs will be communicated over email and are for the Customer’s account and settlement.
Order: a verbal or written request for the Services by the Customer, the details of which are confirmed in the Order Confirmation Email sent by the Supplier.
Order Confirmation Email: the email sent from the Supplier to the Customer confirming the details of the Order and incorporating these Terms of Service.
Payments Terms: means the payment terms specified in the Order Confirmation Email and outlined on.
Personal Data: an email address and telephone number and other data relating to a living individual who can be identified from data and other information in the possession of, or likely to come into the possession of, the data controller.
Profile Person: an Individual, usually a senior manager or director or other relevant sales person working for the Customer whose LinkedIn profile is enhanced and set up for the purpose of lead generation either during a Set Up Service or Subscription Service. We would expect this person to be dedicated to the service for all follow-up and subsequent actions.
Prospect: a person who has responded to an email or made contact with the Customer or the Supplier or who has been specifically researched and identified by the Supplier or contacted by telephone by the supplier as a result of the Services.
Questionnaire: the information template that the Supplier requires the Customer and/or the Individual to complete and in order for the Services to be delivered.
Response: the receipt of an email or enquiry from a Prospect
Research Services: research services available to the Customer are charged at the cost of data that needs to be purchased from 3rd party suppliers in order to make the engagement feasible. You may purchase your own data or the Supplier will purchase these on your behalf and charge the Customer at cost price. Should the Supplier purchase data for an engagement the Supplier will own the data, unless otherwise pre-agreed in writing by the Parties.
Set Up Service: the service the Customer purchases prior to commencing a Subscription Service which may include the kick off call.
Subscription Service: the monthly service which is subscribed to by the Customer and delivered by the Supplier, outlined in email correspondence and the invoice. Subscription Services can include services delivered by the Suppliers consultants as well as well as the limited use of 3rd party software platforms recommended to optimise the service offered by the supplier (including project management software and marketing software).
Subscription Commencement Date: means the date further to completion of the Set Up Service (if applicable) on which the Customer requests the Subscription Service to commence.
Services: the services delivered by the Supplier to the Customer, which include one or more of the following: Set Up Services, Research Services, Training Services and Subscription Services as outlined in the order confirmation mail .
Social Networks: those websites, databases and services providing a social or professional networking platform, including but not limited to LinkedIn.
Business Development Executive (BDE): the Consultant responsible for delivering the service in accordance with the Key Performance Indicators (KPIs) set out in the Order Confirmation Email.
Target Company: a company which the Customer wishes to market to, confirmed during Locus Intelligence Limited’s set up and on-boarding process and during account reviews.
Training Services: Social selling training services delivered by the Supplier to the Customer.
Subscription Term: means the Initial Subscription Term and all Renewal Subscription Terms.
Visit Fee: means an additional fee payable to the Supplier to cover the costs of a Business Development Consultant visiting your offices for training and development. These costs include travel, accommodation and sustenance. Visit Fee’s are agreed between the Customer and Supplier on an as needs basis.
VAT: Value Added Tax at the prevailing rate from time to time.
“We”, “us” or “our” means Locus Intelligence Limited.
“You”, “your” or “Customer” means the person or entity using the Services and identified in the applicable billing statement, Order Form.
1.2 In this Agreement the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(c) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(d) a reference to writing or written includes faxes and e-mails;
(e) reference to Customer shall where appropriate be deemed to include reference to Individuals.
(f) if there is any conflict between these Terms of Service and the Order Confirmation Email, the terms in the Order Confirmation Email will prevail.
2. BASIS OF AGREEMENT
2.1 This Agreement shall commence on the Commencement Date and continue unless terminated in accordance with the terms of this Agreement.
2.2 This Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in this Agreement.
2.3 Any descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained on the Site are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force or effect
2.4 This Agreement applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Termination of this Agreement shall be without prejudice to any other right or remedy which may be available to either party by law or any rights or liabilities of either party which have accrued up to the effective date of termination (including any notice period) (including, but not limited to, payment of outstanding invoices of undisputed sums).
3. SUPPLY OF BUSINESS DEVELOPMENT OUTSOURCING SERVICES/SUPPLIER’S OBLIGATIONS
3.1 The Supplier shall supply the Services to the Customer and Individuals subject to the terms and conditions of this Agreement.
3.2 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law, regulation or code of practice, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.3 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
3.4 The Supplier shall keep in strict confidence all information which is of a confidential nature relating to the Customer’s business or its products or its services which have been disclosed to the Supplier by the Customer or which the Supplier has obtained. The Supplier shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as is necessary for the purpose of discharging the Supplier’s obligations under this Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Supplier. This clause 3.4 shall survive termination or expiry of the Agreement.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall procure that the Individuals shall:
(a) realise that to garner full value of the Set Up Service and Subscription Service, your participation and effort are needed. Resources that are typically required from you include a Marketing Manager, a Sales or Marketing Director, a Sales Person and a Technical Manager. Responsibilities that are typically required include planning of marketing programs; planning conference calls, attending conference calls, filling in a questionnaire, reviewing message designs, training a Business Development Consultant. We require you to attend regular review meetings; and to support the integration of the Subscription Service with your other sales and marketing systems and processes.
(b) make themselves available for weekly review meetings and co-operate with the Supplier in all matters relating to the Services;
(c) to accelerate learning and performance, invite the Business Development Consultant to listen to the sales team’s recorded calls with prospects and share sales collateral such as email to prospects
(d) where reasonably possible respond to any request for assistance with a prospect within one (1) working day of the request being submitted;
(e) review and provide minor changes or approval to message copy or profile content within three (3) working days of the request for approval being submitted to the Customer or Individual;
(f). Payment against invoice. If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period. All amounts invoiced are due and payable as stated in the Order Confirmation Email. Our maximum invoice period is 30 days
(g) You shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Customer shall not be entitled to counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.
5. SUBSCRIPTION TERM DURATION
(a.) Subscription Term duration. Details of initiation,terms, duration, termination and renewal of your Subscription Term is stated in the Order Confirmation Email.
(b). End of Subscription Term Unless otherwise specified in the Order Confirmation Email, the Subscription Term will end on the expiration date and subject to clause 9 cannot be cancelled before its expiration.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 The Supplier shall retain all Intellectual Property Rights used or created in connection with the Services and the results of the Services including, but not limited to, tools, know how, Supplier owned databases, methodologies, software, search tools, algorithms and processes.
7.2 Nothing in this Agreement shall have the effect of transferring title to any Intellectual Property Rights assignment owned by either party prior to the Commencement Date. For the avoidance of doubt, nothing in the Agreement shall affect the pre-existing Intellectual Property Rights of the Customer, which shall remain vested in the Customer or relevant third party licensor as applicable.
8. CUSTOMER DATA
8.1 Limits on Locus Intelligence Limited. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct. Notwithstanding clause 11.2, we will use Customer Data only in order to provide the Subscription Service to you and only as permitted by applicable law and this Agreement,
9. TERMINATION, SUSPENSION, EXPIRATION
9. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon (7) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquida
tion or assignment for the benefit of creditors.
(i). Assignment. Neither party will assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without prior written consent of the other party, which will not be unreasonably withheld.9.2 Suspension for Non-Payment. We may suspend your Subscription Service upon (7) days’ notice to you of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
9.3 Effect of Termination or Expiration. If you terminate this Agreement for cause, we will promptly refund any undisputed fees due covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees for services rendered. Fees are otherwise non-refundable.
9.4 Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination we will provide you with copies of, all Customer Data then in our possession or control. We may withhold access to the Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.
10.1 You grant us the right to add your company name and company logo to our customer list and website. But solely with our prior written consent on each occasion. Furthermore, each party shall only be entitled to make any public announcements, press releases or similar in nature in connection with this Agreement with the prior approval of the other party (such approval shall not be unreasonably withheld
11. DATA PROTECTION
11.1 The Supplier and the Customer shall comply with all applicable data protection laws and regulations within the sales territories specified within this agreement. The Supplier shall not be in breach of this clause 11.1 to the extent that the Supplier is acting under the instructions of the Customer in respect of Personal Data where the Customer is the data controller.
11.2 The Customer acknowledges that in relation to Personal Data collected by the Supplier in the performance of the Services or Personal Data made available to the Supplier by the Customer, the Supplier is acting on behalf of the Customer as a data processor and:
(a) the Supplier shall act only on the instructions of the Customer as data controller in relation to such Personal Data;
(b) The Customer warrants and undertakes on a continuing basis that it has lawfully obtained all necessary consents from individuals which are required to enable the Supplier to process Personal Data provided or made available by the Customer in accordance with this Agreement in compliance with applicable data protection laws and regulations.
(c) The Customer shall provide the Supplier with an appropriate privacy statement which the Supplier shall insert in any email or other communication sent on behalf of the Customer by the Supplier to an individual.
(d) The Customer acknowledges that the Supplier will use the Personal Data for direct marketing and business development purposes on behalf of the Customer.
(e) Nothing in this Agreement shall prevent the Supplier from recreating or compiling the same or similar Personal Data in the performance of services which are the same as or similar to the Services on behalf of another client provided that Supplier complies with all applicable data protection laws and regulations at all times.
(a) Amendment; No Waiver. We may from time to time update and change these Terms of Service. You will be notified of any changes in writing however the terms accepted by you at the date of acceptance shall be the final terms covering the agreement and no further changes shall be made except with the written consent of both parties.
(b) Remedy; No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
(d) Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
(e) Actions Permitted. Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
(f). Relationship of the Parties. You and we agree that no joint venture, partnership, employment relationship exists between us.
(g.) We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications centre of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
(i). No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(j). Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
(k) Governing law and jurisdiction: 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, South African Law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of South Africa
13. Limitation of Liability
(a) Notwithstanding any other provision of this agreement, the damages that either party may recover from the other for breach of this agreement, whether under contract law, tort law, warranty or otherwise, shall be limited to direct damages and shall not exceed the sum of the amounts actually received by Locus intelligence limited and the amounts due and owing to Locus Intelligence Limited under this agreement.
(b) In no event shall either party be liable to the other party or to any third party under this agreement for any punitive damages or special, incidental, or consequential damages (including lost profits, business or revenue) even if advised or aware of the possibility of such damages.