The Solution is a SaaS platform for improving the performance of sales organizations based on a sales playbook management tool, thanks to which sales people will be able to measure the performance of sales plays, and allow the management of a sales playbook used by other sales representatives in their company.
SalesPath supports the tracking and monitoring of the proper operation of the Solution. Nevertheless, the Client is responsible for the compliance of the information communicated by the Client and/or his service providers. Otherwise, any failure of the Solution would be attributable to the Client and SalesPath would not be held responsible for this.
Any intervention performed by SalesPath as part of a Client's assistance service (e.g., configuration assistance) and/or due to non-compliant or late use and/or data submitted by the Client and/or its service providers may be subject to additional invoicing previously validated by the Client, for the time spent.
As part of his right to use the Solution, the Client undertakes without reservation not to:
Access to the Solution by the Client will be limited to Authorized Users only.
The Client undertakes to ensure that the Authorized Users are competent natural persons, experienced in the handling of the computer tool and informed by the Client of all questions relating to the processing of personal data and their use.
In order to access the Solution, SalesPath provides a first Authorized User with a nominative authorization of access via an email invitation to create his account and set a password.
The Client has the option to add Authorized Users at his convenience, subject to additional billing.
The Client is solely responsible for the security of logins and passwords. Client agrees to promptly inform SalesPath of any unauthorized access, whether actual or suspected, to a login, password and/or the Solution.
Any action taken via a login belonging to an Authorized User shall be deemed to have been performed by the Client, unless the Client has previously declared the relevant login to have been lost or stolen, allowing SalesPath a reasonable period of time to disable such login.
The Client guarantees that it is the full owner of all the rights and authorizations related to the Contents it provides to SalesPath. As such, Client guarantees and relieves SalesPath from any damage, conviction, expenses, or costs relating to any demand, action and/or claim made against SalesPath and based on Client's infringement of any right of a third party.
The amounts due to SalesPath and referred to in this Section are exclusive of tax and do not include any costs (including travel), unless expressly agreed between the Parties.
The invoicing frequency and payment terms are referred to in the tariff conditions available in the license agreement signed by the Client.
In the event of non-payment of any sum within the contractual deadlines:
The Services offered by SalesPath are accessible remotely, via the Internet.
The Client and the Authorized Users are personally responsible for setting up the IT and telecommunications means allowing access to the Solution. They shall bear the telecommunication costs when accessing the Internet when using the Solution.
The Client and Authorized Users expressly acknowledge that they are aware of technical hazards that may affect the Internet network and cause slowdowns or unavailability making connection impossible. SalesPath cannot be held responsible for difficulties in accessing the Services due to disruptions to the Internet network.
SalesPath reserves the right, without notice or compensation, to temporarily suspend access to the Solution in the event of any breakdowns or any maintenance operation necessary for its proper functioning.
SalesPath may make any changes and improvements to the Solution as it deems necessary.
Where applicable, SalesPath may provide delivery or completion dates for each stage of the Services and a date for final delivery or completion.
The deadlines indicated by SalesPath are indicative and are in any case subject to compliance with its obligations by the Client, in particular in terms of communication of relevant information.
SalesPath is committed to ensuring that all its personnel put all their know-how and knowledge at the service of the proper execution of its Services. In the event of difficulties in the provision of the Services, SalesPath undertakes to inform the Client immediately.
For the performance of their mission, SalesPath’s staff may be required to work on the Client's premises, at their home, on the SalesPath’s premises, or on the premises of any third party.
SalesPath reserves the right to change the characteristics of its technical infrastructure, the choice of its technical suppliers and the composition of its teams at any time.
The Client accepts, consequently, that SalesPath can, without prior notice and at any time, modify, add, or delete one or several functionalities of the Solution.
Client acknowledges and agrees that it is Client's responsibility to make all of Client's Data available in accordance with instructions provided by SalesPath.
As such, SalesPath cannot be held responsible for any failure in the provision of the Services in the event that the Client Data transmitted by the Client is incomplete.
In any case, the Client guarantees that the Personal Data contained within the Client Data has been collected and is used in accordance with applicable legislation and in particular with the provisions of Law No. 78-17 of 6 January 1978 relating to data processing, files and freedoms (hereinafter referred to as "Law No. 78-17 ") as well as the provisions of Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as the "GDPR")".
The Client undertakes to:
The Client acknowledges and agrees that some of the components of the Solution are open-source components.
Any ideas, know-how or techniques developed by SalesPath are the exclusive property of SalesPath. SalesPath may, in its sole discretion, develop, use, market and license any similar material or in connection with developments made by SalesPath for the Client. SalesPath has no obligation to disclose any ideas, know-how, or techniques that may have been developed by SalesPath that SalesPath considers confidential and proprietary to SalesPath.
SalesPath declares that it owns all intellectual property rights in the Solution and that the Solution does not constitute an infringement of a pre-existing work.
Accordingly, SalesPath indemnifies Client against any action, claim, demand or opposition by any person invoking an intellectual property right or an act of unfair and/or parasitic competition in France, provided that SalesPath is notified by Client of such action.
SalesPath shall have sole authority to have control of any defense and/or transaction in connection with such action. As such, SalesPath undertakes to intervene in all proceedings and/or actions that may be initiated against the Client on the basis of a violation of an intellectual property right by the Solution and/or an act of unfair competition and/or parasitism committed by SalesPath in connection with the Solution. Client agrees to provide SalesPath with any reasonable information or assistance in connection with such defense.
In the event that, at the end of this action or procedure, the Solution is considered, by a court decision not subject to appeal, as constituting an infringement, SalesPath undertakes, at its own expense and discretion, to:
However, SalesPath shall have no obligation to indemnify Client if the action, claim, demand, or opposition is due to:
It is expressly agreed between the Parties that SalesPath shall not be liable for any lost profits; loss of sales or profits; loss of customers; loss of opportunity; loss of image or reputation; any cost of obtaining a substitute product, software, service, or technology; or any technical difficulties in the delivery of a message via the Internet.
SalesPath cannot be held liable for any damage resulting from the destruction of files or data resulting from the Client's use of one or more elements provided as part of the Services.
The total cumulative liability of SalesPath, for all damages and for any reason whatsoever, shall not exceed the amount received by SalesPath under the Fee during the twelve (12) months before the occurrence of the last harmful event.
SalesPath shall not be liable for any damages arising from the Client's failure to comply with its obligations.
In the event of termination for any reason, all Services performed and not yet invoiced will be due to SalesPath.
At the end of this period, SalesPath will completely delete Client Data, with the exception of anonymous statistical data collected by SalesPath in connection with the provision of the Services to the Client and will deliver to the Client a certificate of destruction of Client Data.
The following do not constitute Confidential Information:
Each of the Parties cannot be held liable in the event that the performance of its obligations is delayed, restricted or made impossible due to the occurrence of a case of Force Majeure. It is expressly agreed between the Parties that the provisions of this Article 15.2 are not applicable to obligations to pay.
The computerized records will be kept in SalesPath's computer systems under reasonable security conditions and will be considered as proof of exchanges, actions and/or orders made by Authorized Users on the Solution, which the Client declares to accept.
The provision considered invalid will be replaced by a provision whose meaning, and scope will be as close as possible to the invalidated provision, while remaining consistent with the applicable law and the common intention of the Parties.