SalesOptimize Terms of Service

Terms of Service

Please read the following information carefully as it sets out the terms and conditions which governs the provision of services by SalesOptimize (the “Service Provider”) to you (the “Customer”) sale of products on this website. 

By choosing the “Purchase/Buy Now/Try Now” button you will be deemed to have accepted these terms and conditions of service

  1. Description of SalesOptimize Service
      • SalesOptimize scans the internet and examines websites from around the world to gather information and publicly available data to identify eCommerce websites. This information is sold as sales leads to the customers who wish to sell products or services to these sites.

  2. Supply of Services
      • In performing its obligations under this Agreement, the Service Provider shall : (a) provide the Services with due care, skill and diligence; (b) maintain the necessary resources (human and technological) to provide the Services; and (c) obtain and maintain in force all authorisations, memberships, licences (including software licences), approvals, consents or qualifications it requires in relation to the provision of the Services.
      • The Service Provider agrees that, where it engages any sub-contractors or agents in the performance of the Services, it shall use reasonable endeavours to ensure that any such sub-contractors or agents perform the Services with due care, skill and diligence.
      • The Customer acknowledges that the Services provided under this Agreement are provided by the Service Provider on a non-exclusive basis and that the Service Provider shall be entitled to provide services similar to the Services to other customers.
  3. Fees and Expenses
      • The charges payable by the Customer under this Agreement are set out on the pricing plans on our online website and shall be paid by the customer in advance of receipt of sales leads. Payment is processed in United States Dollars (referred to as USD throughout the document). The company reserves the right to update the pricing pages with revised currencies when they become available without prior notice.
      • Customers sign-up for a yearly subscription with monthly payments based on selecting one of the pricing plan options that are available on our website. Each month your credit card or PayPal account will be charged the monthly subscription in USD. You may experience a fluctuation in the local currency charges in your bank account/credit card statement for which SalesOptimize is not responsible.
      • Customer shall pay SalesOptimize the Service fee in accordance with the terms of this Agreement. All payments must be made in USD and, when paid, are non-cancellable, non-contingent and non-refundable.
      • Where customers pay by credit card, Customer shall grant permission to SalesOptimize to charge Customer’s credit card on a recurring monthly basis until SalesOptimize or Customer terminates the Service based on annual renewal date.
      • SalesOptimize is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by SalesOptimize.
      • Payment is due upon receipt of invoice by Customer. Invoices are considered delinquent if unpaid within 30 days of the invoice date, provided that the invoice date is not materially earlier than the date at which the invoice is received, at which time services will become subject to suspension.
      • In the event that any payment is past it’s due date, SalesOptimize may, at its reasonable discretion, (i) apply a late charge equal to the lesser of 1% per month on the unpaid balance or the highest rate permitted by applicable law; (ii) require Customer to provide a service deposit to guarantee payment for the Service equal to the value of the monthly service fee; and/or (iii) take any action in connection with any other right or remedy SalesOptimize has under this Agreement, at law or in equity
      • If the payment of any sum due under this Agreement is not paid by its due date, SalesOptimize may lock the account. Customers will no longer be able to download leads or search for new leads. Customers will no longer be able to upload their existing leads to be scored or enriched by SalesOptimize
      • The charges set out in on the pricing plan are exclusive of Value Added Tax or any other applicable sales taxes.
      • SalesOptimize may, upon any notice required by applicable law and this Agreement, change the fees for the Service at any time or impose additional fees or charges.
      • Changes become effective at the next monthly charge date and will be implemented by SalesOptimize.
  4. Use or Lose Monthly Allowances / Credits
      • As per the selected price plan, the customer receives a monthly allowances for searches, lead download and lead enrichment. If a customer does not use all their allowances/credits within the month, these are not rolled forward to the following month. A customer must either use or lose any unused monthly credit/allowances.

  5. Upgrade / Downgrade
      • If the Customer wishes to upgrade their account to a higher plan, the customer can do so directly from their online account.

      • The customer will be asked to pay immediately for the higher price plan, any remaining searches, credits for leads from the old plan will be added to the new plan. The new plan will commence on the same monthly cycle and renewal date as the old plan. The same principle of use or loose as per point 4.1 applies.

      • A customer cannot downgrade or cancel a price plan during the subscription year. A customer may downgrade for a new subscription year within thirty (30) days prior to the start of the new subscription year. The system will have an option on the customer account to turn off the auto renewal option which will result in the account terminating on the last day of the renewal period. If the customer fails to downgrade or fails to turn off the auto renewal option, the customer will continue to renew automatically on the previously selected price plan.

  6. Service Provider Warranties and Representations
      • The Service Provider warrants that the Services will be provided with due skill, care and diligence.
      • Except as expressly set forth in this Agreement, all warranties, conditions, representations, statements, terms and provisions express or implied by statute, common law or otherwise are excluded to the greatest extent permitted by law.
  7. Limitation of Ability
      • Save in respect of (i) death or personal injury caused by the negligence of the Service Provider or (ii) breach of this Agreement by virtue of fraud or wilful default, the Service Provider’s liability for any claims in the customer’s plan agreement period whether in contract, tort (including negligence) or otherwise, for any loss or damage, arising out of, or in connection with this Agreement or otherwise shall not exceed the sums paid and payable by the Customer to the Service Provider in such customer’s plan agreement period.
      • In no event shall the Service Provider be liable for special, incidental, indirect or consequential damages including, but not limited to, damages or costs incurred as a result of loss of time, loss of savings or loss of profits.
  8. Customer Obligations
      • To the extent necessary and relevant in the context of the Services, the Customer shall provide, for each employee and/or agent of the Service Provider engaged in the provision of the Services, a suitable place of work and necessary supplies and amenities and any other resources necessarily required to perform service(s).
      • The Customer shall provide the Service Provider with all necessary information, support and co-operation (including appropriate access to relevant computers and systems and ensuring that employees and independent contractors of the Customer co-operate fully with the Service Provider) that may reasonably be required to enable
  9. Intellectual Property Owenership and Licence
      • The Customer acknowledges that the provision of the Services may involve the supply by the Service Provider of deliverables and that such deliverables contain the Service Provider’s intellectual property.  The intellectual property rights in such deliverables shall remain vested in the Service Provider, provided however that the Service Provider hereby grants to the Customer a non-exclusive, non-transferable licence to use the intellectual property contained in such deliverables to the extent necessary to enable the Customer to use such deliverables for its own internal use and to avail of the Services.
      • Title, copyright and all other intellectual property rights in any papers, records or other documents, whether held in electronic or manual form (the “Records”) supplied under this Agreement by the Customer to the Service Provider in order to enable the Service Provider to provide the Services shall remain vested in the Customer.
      • The Customer grants to the Service Provider a non-exclusive, non-transferable licence to use the Records supplied under this Agreement to the extent necessary to allow the Service provider to provide the Services.
      • SalesOptimize, shall at all times retain full rights and ownership of the information and content provided by the Service. By entering into this Agreement, Customer affirms that such action will not violate any applicable contract, policy, law or regulation to which the Customer is currently subject.
  10. Restrictions
      • The Service is licensed to the Customer, not sold.
      • Customer may not sublicense, resell, share with anyone other than a Representative (as hereinafter defined) (and provided each such Representative is registered as an additional user of the Service), assign (except as set forth herein), pledge, rent or transfer (except as set forth herein) any of their rights under this Agreement in relation to the Service or any portion thereof without explicit permission in writing from SalesOptimize, which SalesOptimize shall not unreasonably withhold.
      • Customer may not use any robot, crawler, spider, scraper, or other automated means to access the Service for any purpose without the express written permission from SalesOptimize or bypass SalesOptimize robot exclusion files or other measures used to prevent or restrict access to the Service.
      • Customer is expressly prohibited from reverse engineering, decompiling, disassembling or otherwise attempting to discover the SalesOptimize source code or Service database.
      • Customer may not (a) use the Service for any unlawful purpose, or (b) use the Service in a manner that may damage, disable, overburden or impair the SalesOptimize Service.
      • Customer shall provide SalesOptimize with accurate, complete information during the initial registration for the Service. It is Customer’s responsibility to inform SalesOptimize of any changes to such information. Each password is solely for one designated person.
      • Customer may not permit (a) any other person to use the Service under Customer’s name; or (b) make available to multiple users, the Service licensed for a single user. For billing purposes, the license count is determined by the number of users that connect to the Service. In the event the number of users accessing the Service exceeds the number of users for which licenses have been granted, SalesOptimize shall invoice Customer for any additional users for the remainder of the then current subscription term on a pro-rated basis in accordance with the pricing plans listed for the Service.
      • Customer is expressly prohibited from print screening, copying any data from the service. Customers only use the service’s export and download options to export data from this service to the CRM , Excel or CSV slide.
      • Customer cannot share passwords amongst members of staff. The customer must purchase a license for each user of this service.
  11. Content Ownership
      • SalesOptimize shall at all times retain full right and ownership of the information and content provided by the Service. By entering into this Agreement Customer affirms that such action will not breach any contract, policy, law or regulation currently binding the Customer.
      • Customer may, however, choose to enter their own business contact information to a sales lead before exporting to their CRM or downloading via XLS/CSV. This data will become a “Contact” in the SalesOptimize database. Likewise, another customer may enter another business contact information in the database, regardless of whether company has registered on the website. Please note: as a customer you may contribute to and access the database; however, as a customer you do not retain any ownership rights in the database. Likewise, information contributed to the database may be shared with other users and with third parties, in SalesOptimize’s discretion.
      • Customer may terminate the Service by contacting SalesOptimize at during the twelfth month of the renewal period. SalesOptimize operates a no cancellation policy. Once a customer registers and purchases their price plan, they are obliged to pay the monthly charge on a timely basis. Where there is non-payment, SalesOptimize will lock the account within 5 days after the payment due date. No search or lead credits can be used after the account ha]s been locked
      • Mutual Termination for Cause: Either Party may terminate this Agreement for cause by delivering written notice to the other Party upon the occurrence of any of the following events: (a) a receiver is appointed for the other Party or its property; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which proceedings are not dismissed within sixty (60) days; (d) the other Party is liquidated or dissolved; (e) the other Party ceases to do business or otherwise terminates its business operations; or (f) the other Party defaults or fails to perform any material obligation hereunder in any material respect, which default or failure is not cured within thirty (30) days after written notice thereof from the non-defaulting Party stating its intention to terminate this Agreement by reason thereof. In the event that Customer terminates this Agreement in accordance with this Section 8.1, SalesOptimize shall issue to Customer a prorated refund of all prepaid fees for services not rendered.
      • Termination by SalesOptimize: SalesOptimize may, subject to the terms of this Section 12.2 suspend the Service or terminate this Agreement, effective upon notice, should Customer’s use of the Service, content, or transmitted or transferred material directly or indirectly, actually or allegedly (a) breaches any Irish law or regulation, (b) be used for or involved in any defamatory, threatening or obscene purpose or in breach of any Irish standard. In the event there is a Change of Control with respect to Customer, SalesOptimize may terminate this Agreement with thirty (30) days notice to Customer, provided that SalesOptimize determines in good faith that the financial condition of the resulting entity or the transferee of Customer is either not as strong as that of Customer prior to the Change of Control, is insufficient to fulfil the obligations of Customer under this Agreement, or otherwise presents a credit risk.
      • Termination by Customer without Cause: Customer may terminate this Agreement without cause at any time prior the expiry term of the Agreement (“Early Termination”). In the event of such Early Termination by Customer, total fees for the remainder of the Service Period as specified in the Agreement shall immediately become due and payable by the Customer
      • Termination by SalesOptimize for Non-Payment: In the event Customer fails to pay any fees or charges within thirty (30) days of the invoice date, and Customer fails to cure such non-payment within fifteen (15) days of receiving written notice from SalesOptimize of said non-payment, SalesOptimize may terminate this Agreement and/or Service, at sole discretion of SalesOptimize. Termination for non-payment will not relieve Customer’s responsibilities under this Agreement including, but not limited to, its obligation to pay fees up to the date of termination and any Early Termination Fees due and owing at the date of termination. Once payment has been made, access to the service shall be restored for the remaining service period.
      • Effect of Termination: Upon expiry or termination, the Service shall terminate, and Customer shall thereafter cease all use of the Services.
  12. Confidentiality
      • In this clause 12, "Confidential Information" means all information disclosed (whether in writing, orally or by another means and whether directly or indirectly and whether specifically designated as ‘confidential’ or which ought reasonably be regarded as confidential) under or in connection with this Agreement by one party (the "Disclosing Party") to another party (the "Receiving Party") whether before or after the date of this Agreement including, without limitation, information relating to the Disclosing Party's products, services, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs.
      • During the term of this Agreement, and after termination or expiry of this Agreement, for any reason the Receiving Party: (a)will not use Confidential Information for a purpose other than the performance of its obligations under this Agreement; (b) will not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party or in accordance with clauses 12.3 and 12.4; and (c)shall make every effort to prevent the unauthorised use or disclosure of Confidential Information.
      • During the term of this Agreement the Receiving Party may disclose Confidential Information to any of its directors, other officers and employees (a "Recipient") only to the extent that disclosure is necessary for the purposes of performing its obligations under this Agreement. The Receiving Party shall ensure that a Recipient is made aware of and complies with the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.
      • Each party may disclose Confidential Information if and to the extent that: (a)this is required by applicable laws of any relevant jurisdiction or pursuant to an order of a court of competent jurisdiction or that of a competent regulatory authority; (b) the information is disclosed on a strictly confidential basis to the professional advisers, auditors and bankers of that party; (c)the information has come into the public domain through no fault of that party; (d)the information was in the possession of the Receiving Party before such disclosure by the Disclosing Party, as aforesaid; (e)the information was obtained by the Receiving Party from a third party who was free to divulge same; or (a)the Disclosing Party has given prior written approval to the Receiving Party in respect of the disclosure, such approval not to be unreasonably withheld or delayed.
      • Provided that any such information disclosed pursuant to clause 12.4(a) shall be disclosed only after notice to the other party, where reasonably practicable.
      • For the avoidance of doubt, the Customer acknowledges that the business of the Service Provider involves the aggregation and re-use of data.  The Customer acknowledges that the Service Provider is entitled to use aggregated data for its own purposes and for the provision of services to other parties provided that such data does not identify and is not referable back to the Customer.
      • The Service Provider acknowledges that the Records to which it will have access and the output of the Services contain information which is confidential to the Customer and will constitute Confidential Information in accordance with the terms of this Clause 12.
  13. Data Protection
      • To the extent that the provision of the Services involves the processing of personal data within the meaning of the Data Protection Acts 1988 and 2003 (“DPA”) by the Service Provider on behalf of the Customer, then the Service Provider agrees: (a) to process such data in accordance with the instructions of the Customer and the terms of this Agreement. The parties acknowledge that the processing of personal data as reasonably required for the provision of the Services shall constitute processing in accordance with the instructions of the Customer for the purposes of this Clause 13.1(a); (b)to implement and maintain such technical and organisational security measures as may be required in order that it may comply with the data security obligations in the DPA; (c)to notify the Customer as soon as reasonably practicable of any incident which gives rise to a risk of unauthorised disclosure, loss, destruction or alteration of such personal data
      • The Customer acknowledges that, to the extent reasonably necessary for the performance of the Services, personal data provided to the Service Provider may be hosted or stored in locations outside the European Economic Area.
  14. Force Majeure
      • If and to the extent that either party (the “Affected Party”) is hindered or prevented by circumstances not within its reasonable ability to control, including, but not limited to, acts of God, inclement weather, flood, lightning, fire, trade disputes, strikes, lockouts, acts or omissions of Governments or other competent authority, acts of terrorism, war, military operations, acts or omissions of third parties for whom the Affected Party is not responsible (“Force Majeure”) from performing any of its obligations under this Agreement, the Affected Party shall be relieved of liability for failure to perform such obligations.
      • The Affected Party shall promptly notify the other party of the estimated extent and duration of such inability to perform its obligations and upon the cessation of the event of Force Majeure the Affected Party shall notify the other party of such cessation.
      • If the event of Force Majeure shall continue for more than forty five (45) days then either party shall have the right to terminate this Agreement on written notice to the other party.
  15. Intellectual Property Indemnity
      • The Service Provider shall indemnify the Customer from and against all damages, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any third party intellectual property rights in consequence of the authorised use or possession of any deliverables provided by the Service Provider to the Customer, subject to the following: (a)The Customer shall promptly notify the Service Provider in writing of any alleged infringement of which it has notice; (b)The Customer must make no admissions without the Service Provider’s prior written consent; and (c)The Customer, at the Service Provider’s request and expense, shall allow the Service Provider to conduct any negotiations or litigation and/or settle any claim. The Customer shall give the Service Provider all reasonable assistance. The costs incurred or recovered in such negotiations or settled claim shall be for the Service Provider’s account.
  16. Variations
      • If the Customer wishes to make a variation to the Services, then the Customer shall promptly arrange a meeting with the Service Provider to discuss such variation.
      • The Service Provider shall then submit to the Customer as soon as reasonably practicable, a quotation for such variations, additions or modifications specifying the changes (if any).
      • Within fourteen (14) days of such quotation, the Customer may elect by notice to the Service Provider either: (a) to accept such quotation in which case this Agreement shall be amended accordingly; or (b)to withdraw the proposed variations in which case this Agreement shall continue in force unchanged.
  17. Waiver
      • No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement.
  18. No Partnership, Agency, etc.
      • Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties.
  19. Entire Agreement
      • This Agreement contains the entire agreement between the parties with respect to its subject matter, supersedes all previous agreements and understandings between the parties with respect to its subject matter, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
  20. Assignment and Sub-Contracting
      • SalesOptimize may assign any of its rights and obligations under this Agreement.  The Customer shall not be entitled to assign any of its rights and/or obligations under this Agreement without the prior written consent of SalesOptimize.
  21. Severability
      • In the event that any provision of this Agreement shall be determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason whatsoever, it shall be void or unenforceable to that extent only and no further and the validity and enforceability of any of the other provisions of this Agreement shall not be affected.
  22. General
      • In this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa and words importing persons shall include firms or companies.
      • Unless otherwise provided in this Agreement any reference to a section, clause, paragraph or sub-paragraph shall be a reference to a section, clause, paragraph or sub-paragraph (as the case may be) of this Agreement and any reference in a clause or paragraph shall be a reference to the clause or paragraph in which the reference is contained unless it appears from the context that a reference to some other provision is intended.
      • The section headings and captions to the clauses in this Agreement are inserted for convenience of reference only and shall not be considered a part of, or affect the construction or interpretation of this Agreement.
  23. Governing Law
      • This Agreement shall be governed by and construed in accordance with the laws of Ireland and each of the parties submits to the exclusive jurisdiction of the Irish Courts for the resolution of disputes hereunder.