Terms & Conditions

SalesPlaybook AG

‍Badenerstrasse 114,
8952 Schlieren, Schwitzerland
Version 2.0, May 2022

1. Scope

These terms and conditions ("Terms") govern the services provided by SalesPlaybook AG, Badenerstrasse 114, CH-8952 Schlieren ("SalesPlaybook")

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To use the Services, you ("Client") must agree to and abide by these Terms. These Terms incorporate by reference SalesPlaybook’s privacy policy which can be found here:

https://thesalesplaybook.com/privacy-policy ("Privacy Policy"), and explicitly referred provisions available on SalesPlaybook’s website https://thesalesplaybook.io/ ("Website"). Acceptance of the Terms constitutes, together with online confirmation or the SalesPlaybook Order Form , and other documents referenced therein, a legally binding agreement ("Agreement") between SalesPlaybook and the Client ("Parties").

2. Services & access to services

SalesPlaybook provides various services helping companies to train their employees and improve their sales ("Services"). Consulting services are provided by specifically trained employees of SalesPlaybook (“Consultants”).

An overview of provided Services and specific information on the way we work can be found on the Website.
SalesPlaybook provides the Client with Services as agreed in the Agreement. In order to gain full access to the Services, the Client may be required to register and create an account. The Services will be accessible to the Client in the then-current version and according to the Terms.
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SalesPlaybook reserves the right to limit or suspend access to or the provision of the Services or delete any or all of the Client's accounts in case the Client does not pay the applicable fees as agreed between the Parties or based upon SalesPlaybook’s reasonable determination of the occurrence or potential for the occurrence of illegal, unlawful or fraudulent use of the Services, or attempted fraudulent activity by Client.
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In case of a suspension, the Client remains liable for all charges and fees incurred during the suspension period.

3. Client's rights & obligations

The Client is responsible for the accuracy and completeness of the provided data and information.

The Client acknowledges that SalesPlaybook in order to provide the Services is dependent on the Client's cooperation. The Client shall ensure that SalesPlaybook receives, in good time, all support, documents and information required for the purpose of the Services.

Specifically, the Client is responsible for the following:

• The ongoing cooperation during the term of the Services as requested by SalesPlaybook, including completion of assignments, preparation and attendance of sessions, and timely provision of all documentation and information, as well as granting SalesPlaybook all access needed;

• Active cooperation and support by the Clients project managers and team members, including the assignment of one or several qualified members of the senior management with the proper responsibility for the project, for overseeing and evaluating the adequacy of the results of the Services for the Client's purpose;

• Timely decision-making for the necessary project steps, as required; and

• Timely information about events that may have an impact on the Services.

The Client is solely responsible for providing correct and accurate information, documentation, and access. If the provision of Services is delayed due to the Client's failure to comply with its duty to cooperate or due to other circumstances for which the Client is responsible, the Client shall bear the disadvantages and additional costs incurred. In particular, in case the Client misses or cancels working sessions or comes unprepared, the working session or deliverable will be deemed to be delivered.

If applicable, the Client is fully responsible for choosing a secure password in accordance with SalesPlaybook’s specifications, protecting their credentials, and using the Services securely and in accordance with the Terms.

The Client must immediately inform SalesPlaybook of any unauthorized use of the credentials. SalesPlaybook is not liable for any damage or loss due to unauthorized account access resulting from the Client's actions or omissions.

The Client must use the Services in compliance with legal and moral obligations applicable in the territory where it is located.

The Client may not circumvent or attempt to circumvent any security protection of the Services and may not use them in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect.

The Client agrees it will not try to decompile, reverse engineer, modify, translate or disassemble any part or content of the Services or create derivative works based on the whole or any part of these, regardless if on its own or in cooperation with or on-demand by another company or individual.

The Client informs SalesPlaybook immediately of all circumstances within its sphere that might endanger or be relevant for providing Services and all misuses or suspicions of misuse of the Services.

4. Salesplaybook's rights & obligations

SalesPlaybook may amend the Terms from time to time at its sole discretion by publishing an updated version of the Terms on the Website. SalesPlaybook will electronically notify the Client of any material changes to the Terms.

The Client should check the Terms regularly and only use the Services upon acceptance of the changes to the Terms. The Client's continued use of the Services following any amendments indicates acceptance of the changes to the Terms. SalesPlaybook may change the Services at any time at its discretion. SalesPlaybook will notify the Client of any material changes, i.e., changes significantly altering the nature and scope of the Services provided to the Client according to the Agreement, at least 14 days ahead, unless impossible.

If the Client disagrees with the notified material change to Service or Terms (including changes of the respective fees), it may terminate the Agreement with immediate effect within 1 month from SalesPlaybook' notice of the respective change.

SalesPlaybook provides the Client with the support reasonably required to resolve problems with the day-to-day usage of the Services. SalesPlaybook takes all appropriate and reasonable precautions, within the scope of technical possibilities, against data loss and to prevent unauthorized third-party access to the Client data.

In case SalesPlaybook and the Client agree that the Services are to be provided by specific Consultants, SalesPlaybook may only exchange such Consultant with prior notice and on objective grounds (e.g., sickness, termination of the employment agreement of said employee, project delays caused by the Client, etc.).

SalesPlaybook backs up the data on a regular basis. SalesPlaybook may subcontract third parties for all its obligations under the Agreement at its own expense unless explicitly agreed otherwise.

SalesPlaybook is fully liable to the Client for its subcontractors and ensures that subcontractors are bound to the same or stricter confidentiality obligations than SalesPlaybook.

5. Project Change Request

5.1 A "Project Change Request" (PCR) is a formal proposal for an amendment or variation to any aspect of the agreed project scope, which includes but is not limited to changes in project deliverables, timeline, budget, resources or processes.

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5.2 All PCRs should be communicated in written form by the Client to the Consultant. No verbal or non-written PCR will be considered valid or be acted upon.

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5.3 Upon receipt of a PCR, the Consultant shall evaluate the proposed changes, including their impact on the project scope, deliverables, timeline, resources and costs. All consulting work related to the project will be put on hold until the PCR has been fully evaluated and all necessary commercial and contractual aspects have been revisited as required. The Client is solely responsibly for any delay caused by a PCR.

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5.4 If the PCR affects the project scope or results in additional work or costs for the Consultant, the Client will be charged an additional fee of no less than 10% of the initial project price or as otherwise agreed upon by both parties in writing.

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5.5 Any approved PCR will result in a formal amendment to this Agreement and a corresponding adjustment to the project plan, budget, timeline or resources. Such amendment shall not be effective until it has been signed or agreed upon in writing by both parties.

6. Fees and payments

The Client's access to the Services is subject to payment of the fees, which are non-cancellable and non-refundable. Unless agreed in the Agreement otherwise, fees, subscription plans, and possible payment methods are available on the Website, they are exclusive of VAT and payable in CHF or EUR, and SalesPlaybook may change them at any time. The Client will be notified at least 14 days ahead.

If not agreed otherwise, all fees are invoiced in advance and payable immediately upon provision of an invoice. Late payments are subject to an interest rate of 5% per year. In case the fees are not paid within an additional term of 1 month after notice of non-payment, SalesPlaybook may, in its sole discretion, suspend the Client's accounts or terminate the Agreement with immediate effect.

While SalesPlaybook typically provides services virtually, any necessary travel and related expenses incurred for in-person engagements will be billed separately to the Client. This includes costs like transportation and accommodation. Additionally, expenses for any tools or data required specifically for the Client's project will be fully charged to the Client, unless otherwise agreed upon.

7. Referral model

The Parties may agree in the Agreement, that they wish to refer business opportunities to each other. A referral to SalesPlaybook is compensated with a referral fee as agreed upon in the Agreement. The referral fee may be credited against any due or upcoming payment for the Services. The right to the referral fee arises upon fulfilment of these conditions:

• Provision of the organisation name & primary contact for the respective offer;
• ‍Introduction of the referred solution to the organisation;
• ‍High-level business requirements are identified & at least partially analysed

8. Term & Termination

The Agreement takes effect at the date of the signing of the Agreement and remains in force as specifically agreed-on. If no specific Term is agreed on, the Agreement remains in force indefinitely. The Agreement can be terminated by either Party at any time.

Upon termination or expiration of the Agreement, all fees will become immediately due and payable, and each Party must destroy all tangible manifestations of any confidential information.

The Client acknowledges that fixed term projects including one or more Consultants require considerable staff planning efforts on the side of SalesPlaybook. In case Client terminates a fixed term project before the agreed-upon, Client shall pay liable to SalesPlaybook for all fees for the initially agreed term. Any discount is given solely at SalesPlaybook’s discretion.

Already paid fees are not refundable, except when the Agreement has been terminated by SalesPlaybook without reason. In case of such a termination, the fee will be refunded pro-rata.

9. Intellectual property

SalesPlaybook retains all rights, titles, and interests, including all copyrights, trademarks, know-how, and other intellectual property and other rights in the Services or any part of it. The use of the Services does not transfer any ownership of intellectual property rights between the Parties.

Where applicable, the client is granted a limited, revocable, non-exclusive, non transferable, non-sublicensable right to access and use the Services in accordance with the Agreement.

Any other use of the Services, including, without limitation, copying, distributing, displaying, reproduction, creation of derivative works from, or commercialization, of the available content or any part of it, is strictly prohibited without SalesPlaybook’s prior written consent.

Systematic retrieval of content from the Services or the Website for any purpose without our prior written permission is strictly prohibited.

10. Confidentiality

The Parties may disclose to each other (directly or via the use of the Services) confidential information. Confidential information includes, without limitation, any information which is marked as confidential or has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Client or SalesPlaybook. Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving Party is not considered confidential.

Each Party will:

1. protect the other Party’s confidential information with the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care; and
2. not disclose the confidential information, except to affiliates, employees, agents and professional advisors who need to know it and who have agreed to keep it confidential.

Each Party’s obligations regarding the confidential information of the other Party continues for a period of one (1) year after the expiration or termination of the Agreement.

11. Data protection

SalesPlaybook collects and processes only personal data provided by the Client as necessary for the purposes of the Services and in line with its Privacy Policy. SalesPlaybook protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union.

The Client authorizes SalesPlaybook to use, process, and store relevant data for the performance of the Services, and to use anonymized data to improve its services or for analysis purposes. As SalesPlaybook acts as a data processor for the Client the following DPA applies.

The Services may use cookies about the Client's use of the Services for anonymous analysis and the users' convenience. The cookies may be deactivated in the users' browser at any time. In case of deactivation, users may no longer be able to use all features and functions.

12. Fair Use Policy

SalesPlaybook reserves the right to regulate the Client's use of any working sessions package. The Client may not abuse his right to book his entitled number of working sessions by making, in the sole opinion of SalesPlaybook, excessive bookings.

If the Client repeatedly books working sessions and fails to be present at the working sessions or cancels without giving 48 hours prior notice to SalesPlaybook, SalesPlaybook may, at its discretion, prevent the Client from making further bookings or restrict the number of bookings per period.

Such usage restrictions will not be imposed without prior notice of 14 days to the Client. If the Client does not rectify its use of the working sessions package, SalesPlaybook may terminate the working sessions package with immediate effect.

13. Warranties & Liability

The Services, together with all content, data, information, and materials contained therein, are provided 'as is' and 'as available', without warranties or representations of any kind. SalesPlaybook does not guarantee that the Services are error-free and will function without any interruption or disruption. SalesPlaybook regularly carries out maintenance or improvements to the Services and its infrastructure.

The Client acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, SalesPlaybook will inform the Client about potential interruptions in advance. Any further warranty is excluded.

The Services may contain third-party content or links to third-party websites. SalesPlaybook does not assume any responsibility for, and does not make any warranties or representations to such content or websites. SalesPlaybook makes no representations or warranties of any kind, that the Services co- branded pages, bridge pages, and related links will be error-free and uninterrupted during the term.

Parties' liability for direct damages is limited to the amount of the fees paid for the provision of the Services in the 12 months prior to the occurrence of the damaging event. Parties’ liability for other damages should be limited to the maximal extent permitted by Swiss law. The limitations do not apply to losses or damages caused by wilful misconduct, gross negligence, or the extent prohibited by law.

14. Parties status and advertising

The Parties enter into the Agreement as independent contractors, and nothing in this Terms or the Agreement is intended to create a joint venture or employment relationship between them. Neither Party is entitled to enter into any contracts with third parties for and on behalf of the other Party.

Each Party entitles the other Party to use the other party’s name, logo, and a brief description of the services provided for advertising purposes on the Party’s website and other marketing or investment materials. Any other use requires the prior consent of the Party.

15. Non-Circumvention

The Client agrees not to, without SalesPlaybook’s prior written consent, for two (2) years after a collaboration ends, solicit or hire SalesPlaybook employees, freelancers, or contractors.

Any breach of this clause may result in legal action and injunctive relief.

16. Miscellaneous

Communication and Notices: Notices must be given in writing, including e-mail, in English or German and need to be communicated:

• to SalesPlaybook’s attention: via email to: support@thesalesplaybook.io or as a registered letter to: SalesPlaybook AG, Badenerstrasse 114, 8952 Schlieren, Switzerland.
• to Client's attention: by publishing on the Website, and where explicitly agreed between the Parties via email to address provided for this purpose by Client or associated with Client's account.

It is the Client's responsibility to keep the provided email address current. Integrity: Any deviation from the Terms, not anticipated by the Terms, requires an explicit reference to the altered clause of the Terms.

Channels such as WhatsApp, SMS, LinkedIn or similar will not be recognized as valid communication channels for the purpose of this Agreement.

General terms and conditions of the Client are excluded unless they have been expressly accepted by SalesPlaybook.

No assignment

The Client must not assign any of its rights, obligations, or claims under the Agreement without SalesPlaybook’s previous written consent.

Severability

If any provision of the Terms or the Agreement is held to be illegal, invalid, or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.

Governing Law and Jurisdiction

All legal relationships arising from this contractual relationship are governed exclusively by Swiss law, excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at Zürich has exclusive jurisdiction for all disputes arising from or in connection with the Terms.

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