SalesGenius Terms of Service

SalesGenius is a service operated by Growthology Technologies LLP a Company incorporated under the Limited Liability Partnership Act, 2008, LLPIN No ACD-7804 – having its registered office at B/18, Harsha apt, Bhakti Marg, Mulund – West, Mumbai – 400080 (hereinafter referred to as “Service Provider”),
By signing up for SalesGenius service, the Client acknowledges that he/she/it has read, understood and agreed to the entirety of these Terms of Service. The Service Provider strongly advises the Client to print and/or save a copy of the Terms of Service.

These Terms of Service may be amended from time to time. It is the Client’s responsibility to review these Terms of Service frequently and to remain informed of any changes implemented. The Client agrees that the continued use of the Service after such changes to the Terms of Services have been published will constitute the Client’s acceptance of such revised terms.

The Service Provider and Client are collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS:

The Service Provider is engaged in the business of generating interest for their client’s product/services through cold outreach with potential buyers for their products/services.

The Client has approached the Service Provider to avail its lead generation, sales, and marketing services through cold outreach campaigns.

After discussions and negotiations, the Parties have agreed to enter into this Service Agreement setting out the terms and conditions for the provision of services by the Service Provider to the Client.

NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the Parties agree as follows:
idential information.

1. DEFINITIONS

For the purpose of this Agreement unless repugnant or contrary to the context hereof, capitalized terms defined by inclusion in quotations, the following words and phrases shall have the meanings assigned to them below:

(a) “Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, bye-law, government orders, directive, guideline or other governmental restriction in effect from time to time.

(b) “Business Day” means a day on which banks are open for business in Mumbai, India.

(c) “Confidential Information” means any proprietary information directly or indirectly disclosed or made available by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that:

relates to the services provided by the Service Provider, including technical specifications of its online platforms/tools and business process.
relates to the business affair of the either party.
is not generally known to the public
should reasonably be recognized by the Receiving Party as confidential information of the Disclosing Party

(d) “Intellectual Property Rights” means all intellectual and industrial property rights throughout the world both present and future, including rights with respect to copyrights, patents, designs, trademarks, trade secrets, know-how and confidential information.

2. SERVICES

(a) The Service Provider will provide the following services (collectively the “Services”) to the Client:

Identify and qualify the potential customers for the products or services provided by the Client based on the criteria provided by the Client.
Carry out sequenced outreach messages via communication channels (as agreed in the accompanying order form) to build engagement amongst qualified leads and prospective customers of the Client.
Generate leads for the sales team of the Client identifying and validating contact information of qualified prospective buyers.
Coordinate and schedule meetings between the Client and qualified prospective buyers, only when the offer extended by the Client has been accepted by the prospective customer.

3. CLIENT OBLIGATIONS

(a) The Client shall provide such cooperation, support and assistance as may be required for effective performance of the services by the Service Provider. Specifically, the Client would be required to provide the following:

Company logo that can be used in the marketing content designed by the Service Provider.
Access and reference to the website of the Client along with product/service brochures, sales collateral and other marketing materials.
Past lead generation results including campaign performance data as available.
Existing lead or customer lists for analysis and understanding lead/prospect profiles.Further, the Service Provider will create email copy, targeted lead lists, conceptualize creative designs and draft other processes, templates, workflows and outreach strategies as needed as part of the Services for which the above data inputs would be required from the Client.

(b) The Client grants the Service Provider a non-exclusive, non-transferable license to use the Client’s name, logo, marketing materials and other brand assets as required for the Service Provider to perform the Services during the term of this Agreement, unless otherwise agreed upon in writing by both parties.

(c) If the Client causes any delay or default in meeting its obligations under this Agreement then in such cases the Service Provider would be entitled to an appropriate extension of time for performance of its obligations under this Agreement affected by such delay. If the Service Provider is unable to complete the work as per the timeline due to delays caused by the Client and the contract is terminated for whatsoever reason, the Service Provider will not be liable to complete the remaining work after the expiry of the contract. Additionally, if work has been paused due to pending payments from the Client the Service Provider will not be liable to complete any remaining work unless and until all outstanding dues are cleared by the Client. In situations where the contract is terminated or work is paused due to non-payment or delays caused by the Client the Client will remain liable to pay the Service Provider for all work completed and any expenses incurred up to the date of termination or work stoppage even if the Service Provider was unable to fully complete the work outlined in this Agreement.

(d) The Client understands and accepts that the Service Provider does not guarantee or assure conversion of any specific number of prospects customers into confirmed sales for the Client or any particular order value or revenue achievement.

(e) Post-meeting or positive response, order finalization, closure of sales and actual revenue realization depends directly on the internal capacity of the Client and the effectiveness in consummating transactions with prospects customers. This includes but is not limited to the ability to meet prospect needs, negotiate contracts, provide timely responses and manage stakeholder expectations of the prospect customers and buyers.

(f) The Client also accepts that the conversion percentage also depends on external factors like general economic and market conditions, end-user preferences and budget, competitiveness of the offering by the Client and contractual terms negotiated which are beyond the reasonable control of the Service Provider.

(g) The Client shall promptly review any materials, communications or other work product provided by the Service Provider and provide approvals or required modifications in a timely manner. Once approved by the Client, the Service Provider shall not be responsible for any deficiency of such work product.

(h) SERVICE USAGE LIMITATIONS

Leads & campaigns do not carry forward into the next month if not exhausted in the same month.
We reserve the right to monitor usage of the services by you to determine if the use is within relevant Service usage limitations. Any overuse, if technically permitted, will be brought to your notice and may lead to pro-rata additional billing or suspension of Subscription Services, or both.

4. EXECUTION OF PROPOSED STRATEGIES

(a) If the Service Provider proposes any specific strategy or approach as part of the Services and the Client wishes to implement such strategy the execution and implementation of the strategy shall be done only in collaboration with the Service Provider unless the Service Provider declines or is unable to participate in the execution.

(b) In the event if implementation of the strategy requires additional work effort from the Service Provider beyond the scope of Services agreed herein, an additional fees may apply for such execution work as per mutual agreement between the Parties. Any additional fees shall be invoiced in advance as agreed mutually and be payable by the Client within 15 days of the receipt of the invoice.

5. FEES STRUCTURE & PAYMENT TERMS

(a) The fees payable by the Client for the Services and the payment terms are as described in detail under the accompanying order form.

(b) The fees mentioned in the order form are exclusive of applicable taxes. All applicable taxes will be charged at actuals as per prevailing rates.

(d) In the event the Service Provider does not get their pending dues after 30 days of wait period, the Service Provider will immediately suspend the services pending the outcome of the dispute. The Service Provider retains the right to collect on any rendered services or payments outstanding, and the client may be turned over to a third-party collection service. The Service Provider reserves the right to take legal action to collect any outstanding amounts.

(e) For the free 1 to 2 complimentary domains as per your order form, any costs for domains and email addresses shall be covered by the Service Provider in the first year as part of the agreed fees. Any domains over and above the free complimentary domains will be charged to the Client separately at cost. From the second year onwards the costs of renewing and maintaining any domains, email addresses, or any other digital assets will be charged to the Client separately at cost.

(f) Out-of-pocket expenses incurred in the delivery of services like travel, lodging, etc will be borne by the Client at actuals.

6. TERM & TERMINATION

(a) The Subscription Term shall commence on the Start Date set out in the relevant Order Form and be valid for the period specified therein.

(b) This Agreement shall automatically get renewed for successive one-year term, unless either Party submits a written notice of non-renewal to the other Party at least 60 days prior to the end date of the then-current term. In case no such notice is served by either Party, this Agreement shall stand automatically renewed for an additional one-year term. This auto-renewal provision shall continue to apply at the end of each successive one-year term unless the Agreement is formally terminated. Each such auto-renewed term shall remain subject to the same contractual terms and conditions as set forth herein, unless agreed otherwise in writing by both the Parties.

(c) Where a Revenue Share Fee Structure has been agreed, it would remain in effect for the entire defined Revenue Share Duration during which it cannot be terminated or discontinued solely to avoid contractually agreed Revenue Share Fees. On termination by Client for any reason or termination by Service Provider for the breach by Client, Revenue Share Fees would continue to remain payable for the entire Revenue Share Duration on a continuous basis.

(d) If the Client is dissatisfied with any aspect of the services it shall provide a written notice to the Service Provider clearly describing the problems to be addressed. Upon receiving such notice the Service Provider shall promptly remedy the issues through corrective actions to reasonably meet the needs of the Client. If the Service Provider is unable to address the problems to the reasonable satisfaction and need of the Client within 30 days of receiving initial notice, either Party may terminate the Agreement by giving 60 days written termination notice to the other Party.

(e) If the Client decides to terminate the Services for any reason, it shall intimate the Service Provider via email at least 60 days in advance. In case termination notice is received after the advance notice period billing, payments will continue as per contract terms for the next billing cycle before termination takes effect.

7. REPRESENTATIONS & WARRANTIES

The Service Provider warrants that it has the necessary rights and authority to enter into this Agreement and perform hereunder and that its services will be performed using sound professional practices.

8. CONFIDENTIALITY

Each Party shall protect the Confidential Information of the other Party with the same standard of care as its own confidential information. Confidential Information shall be used only to fulfil obligations or exercise rights under this Agreement and shared with employees and agents strictly on a need to know basis required for contract performance.

Neither party shall disclose the Confidential Information to any third party except when required by law.

9. INDEMNITY

(a) The Service Provider shall defend and indemnify the Client against third party legal claims alleging that the Services infringe or violate their intellectual property rights. However, the Service Provider is not responsible for any data or content specifically approved by the Client.
(b) The Client shall defend and indemnify the Service Provider against third party claims arising due to:

Deficient performance, quality issues, delays or contractual breaches by the Client towards its customers.
Any incorrect or unauthorized data, content or materials provided by the Client and used by the Service Provider as part of the Services leading to any legal or regulatory non-compliance.

(c) The Service Provider shall not be responsible for any issues in the direct agreements or relationships of the Client with its end customers.

10. LIMITATION OF LIABILITY

The total aggregate liability of either Party (whether in contract or tort, including negligence) shall be limited to 50% of the total fees paid under this Agreement in the 12 months preceding the date of first claim hereunder.

This limit shall not apply to liability incurred for gross negligence, wilful misconduct, fraud, breach of confidentiality, infringement of intellectual property rights by either party.

11. SURVIVAL

Obligations under Clauses 6 (Term & Termination), 8 (Confidentiality), 9 (Indemnity) and 10 (Limitation of Liability), 15 (Ownership of Work product) will continue to survive after termination/ expiry hereof however, other rights and obligations will automatically terminate except where expressly stated to continue post termination.

12. INDEPENDENT CONTRACTORS

The relationship between the Parties is that of independent contractors. Nothing hereunder will be deemed to constitute a partnership or joint venture between the Parties. Neither Party is authorized to bind the other, transact in the name of the other or create obligations for or on behalf of the other Party in any manner whatsoever.

13. NON-SOLICITATION

During the term of this Agreement hereof and for 12 months thereafter the Client shall not directly or indirectly induce/solicit/recruit employees of the Service Provider to seek employment or any other engagement with the Client or any affiliate.

14. OWNERSHIP OF INTELLECTUAL PROPERTY

(a) The Client grants the Service Provider a non-exclusive, non-transferable license to use the Client’s name, logo, marketing materials and other brand assets as required for the Service Provider to perform the Services during the term of this Agreement, unless otherwise agreed upon in writing by both parties.

(b) All intellectual property owned by either Party as of the Effective Date or developed thereafter independent of this Agreement shall continue to be owned exclusively by that Party.

15. OWNERSHIP OF WORK PRODUCT

(a) As part of the Services, the Service Provider will create certain work product for the Client which shall comprise of all materials, drafts, notes, designs, hardware, inventions, patents, code or other items conceived, created, designed, developed, invented, worked on or reduced to practice by the Service Provider as part of the Services under this Agreement (hereinafter referred to as “Work Product”).

(b) The Service Provider hereby assigns and transfers all rights, titles, and ownership interests in the Work Product to the Client once the Client has paid the Service Provider in full for such Work Product. The Client shall be the sole owner of the Work Product including all intellectual property rights therein and may use, modify, destroy or sell the Work Product at its sole discretion. The Client will be solely responsible for use and misuse of the Work Product after ownership is transferred to the Client.

Any Work Products created under this Agreement that prominently incorporates the branding elements, trademarks or intellectual property of both Service Provider and Client shall be considered “Co-Branded Work Products”.

(d) Co-owned Work Products:

In case any patentable invention, process, methodology or algorithm is developed jointly by the Service Provider and the Client during the course of Services such Work Products shall be jointly owned by both Service Provider and Client.
Any financial benefits, proceeds, licenses or revenues (collectively be called “Financial Benefits”) arising from the Co-Owned Work Products shall be shared between the Service Provider and Client. The share of Financial Benefits between the Parties shall be mutually discussed and agreed separately in writing between the Parties.
The sharing of Financial Benefits from the Co-Owned Work Products between the Parties shall continue in perpetuity and be binding on both the Parties without any limitations.

(e) Unless explicitly defined as a Co-owned Work Product, the Service Provider shall have no rights in any work product generated under this Agreement once paid for and received by the Client, except for the below usage license granted by the Client:

The Client grants the Service Provider a perpetual, non-exclusive, non-transferable license of the Work Product to display the work product for promotional purposes as part of its portfolios, websites, galleries and other media, solely to showcase its services. However, the Service Provider is not authorized to commercially exploit, sell or earn revenue from the work product or the intellectual property therein in any manner whatsoever whether during or after the term of this Agreement. This usage license survives during and after the term of this Agreement.

16. FORCE MAJEURE

(a) Excluding payment obligations neither Party will be liable for delays caused by conditions beyond their reasonable control, including strikes, riots, fires, flood, storm, explosions, acts of God, war, governmental action or power or communications outage.

(b) In the occurrence of above events if either of the Party is not able to perform its duties for more than 30 days, either Party may terminate this Agreement by notice in writing.

17. MODE OF COMMUNICATION

(a) All notices, documents, communications, payments or any other official correspondence between the Parties under this Agreement shall be addressed to the following individuals and addresses by way of written letter sent via email only:

For Service Provider:
Name: SmallBigGrowth
Email: hi@smallbiggrowth.com

For Client:
Name: As per order form
Email: As per order form

(b) Any change in the above contact details must be intimated by either Party in writing to ensure effective communication. In absence of any written change intimation, the above addresses and emails shall govern all official correspondence between the Parties.

(c) All communication and notices shall be deemed effectively given upon registered acknowledge confirming delivery of registered letter or upon delivery of the email on the above mentioned email-id.

18. GENERAL

(a) Entire Agreement: This Agreement constitutes the entire understanding and agreement between the Parties with respect to the Services and supersedes any previous communications, representations or agreements by either Party whether oral or written.

(b) Severability: If for any reason a court of competent jurisdiction determines that any provision of this Agreement is unreasonable, invalid or otherwise unenforceable that provision will be severed and the remainder of the Agreement will continue in full force and effect.

(c) Waiver: The failure by either Party to enforce any of its right will not waive the rights of that Party to subsequent enforce it. All waivers must be in writing and signed by the Party waiving enforcement.

(d) Assignment: Neither Party may assign/transfer this Agreement or any rights hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Service Provider may assign/novate this Agreement to any affiliate /in connection with a merger or acquisition, with prior intimation to the Client.

(e) Rule of Construction: This Agreement shall be interpreted fairly and in accordance with the plain meaning of its terms. No rule of construction shall apply that would favour or disfavour either Party based upon authorship of any of its provisions. Any ambiguity in this Agreement shall be resolved in favour of the interpretation that gives effect to all of its provisions. The headings in this Agreement are for convenience only and shall not affect its interpretation.

(f) Governing Law & Dispute Resolution:

This Agreement will be governed by and construed in accordance with the laws of India. If any dispute, difference or claim arises between the Parties in connection with the existence, validity, interpretation, implementation or alleged breach of any provision of this Agreement (“Dispute”), the disputing Party shall issue a written notice setting out the nature of the Dispute to the other Party (“Dispute Notice”).
On receipt of the Dispute Notice the Parties shall endeavour reasonably and in good faith to resolve the Dispute amicably.
Where the Parties are unable to arrive at a mutually acceptable settlement within 30 days of the Dispute Notice the Dispute shall be referred to and finally resolved by an Arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996.
The “Dispute” shall be adjudicated by a sole arbitrator appointed by mutual agreement of both the Parties.
The seat and venue of arbitration shall be Mumbai, India. The arbitration shall be conducted in English language.
The courts at Mumbai shall have exclusive jurisdiction over any disputes arising hereunder.
A Party presenting a Dispute Notice shall not terminate this Agreement pending the resolution of the Dispute in accordance with this section.

(g) Authorized Signatories: Persons executing this Agreement and accompanying order forms for and on behalf of the Client and the Service Provider represent and warrant that they are duly authorized by all necessary corporate/other action to execute this Agreement.