Terms & Conditions

Sales in DACH - Consumer Terms and Conditions

Last updated: 11 December 2024

Scope

Welcome to the Sales in DACH “Consumer Terms & Conditions” which describe and govern our relationship with you in respect of the “Sales in DACH Academy”.

Whenever these Consumer Terms & Conditions say, “Sales in DACH”, “we”, “us” and “our”, it’s referring to HK Consulting Ltd which is incorporated in England & Wales with the registration number of 14198035 and a registered address of 5 Brayford Square, London, England, E1 0SG.

Whenever these Consumer Terms & Conditions say, “Sales in DACH Academy”, it’s referring to our web-based learning and development platform found at salesindach.mykajabi.com and is owned by Sales in DACH.

Whenever these Consumer Terms & Conditions say, “you”, it’s referring to you as an individual person / consumer. It’s important that you read these Consumer Terms & Conditions carefully because they create a legally binding contract between us if you accept them when subscribing to the Sales in DACH Academy.

These Consumer Terms & Conditions were most recently updated on 11 December 2024. If you have any questions concerning these Consumer Terms & Conditions, please contact our Customer Services Team on [email protected].

Clause 1: Eligibility, commencement and duration

This section tells you who we will contract with only, the start of the contract and that the contract will automatically renew unless you tell us otherwise.

You agree and understand that the Sales in DACH Academy is not available to anyone under the age of sixteen (16). By entering into these Consumer Terms & Conditions, you agree that you are of the age of sixteen (16) years or older and will only create an account on the Sales in DACH Academy by using your real full name.
These Consumer Terms & Conditions shall commence on the date upon which you confirm acceptance to these Consumer Terms & Conditions and subscribe to a specific package within the Sales in DACH Academy. Each of the packages available can be found here www.salesindach.com/pricing.
These Consumer Terms & Conditions shall be for a minimum duration of one (1) year and shall automatically renew for annual periods and thereafter unless terminated by you or us accordance with clause 11.

Clause 2: Legal right to cancel

This section tells you your legal right to cancel and when it will apply.

You have fourteen (14) calendar days after accepting these Consumer Terms & Conditions and paying us to change your mind about the package for which you have subscribed for with Sales in DACH.
You will lose this right outlined above, however, once you access the package (such as by streaming or downloading any content). If you change your mind, prior to accessing the package, you may contact our Customer Services Team on [email protected] so that we can provide you with our cancellation form and subsequently refund you as soon as possible. We will not charge a fee to refund you.

Clause 3: Changes to the Sales in DACH Academy and these Consumer Terms & Conditions

This section tells you that we may change our product and the terms and conditions in this contract and explains when and how we would do these changes.

1. We can always change the Sales in DACH Academy to:

reflect changes in relevant laws and regulatory requirements;
to implement minor technical adjustments and improvements and/or
to further improve our offering to you.

These are changes that don’t affect your use of the Sales in DACH Academy.

2. We can also stop providing any part of the Sales in DACH Academy provided that we have given you at least seven (7) calendar days’ notice in advance and we refund you any sums you’ve paid in advance on a pro-rata basis for that specific part of the Sales in DACH Academy which won’t be provided.

3. We may modify these Consumer Terms & Conditions, our Privacy Notice and Cookies Notice from time to time. If we make material changes to these documents, we will provide you with notice by email or other means to provide you with the opportunity to review the changes before they become effective.

4. Your continued use of the Sales in DACH Academy after we publish or send a notice about changes to these Consumer Terms & Conditions means that you are consenting to the updated terms as of their effective date. If you object to any changes, you may notify us by emailing our Customer Services Team on [email protected].

Clause 4: Access to the Sales in DACH Academy

This section tells you how you will get access to our product and outlines our right to suspend, withdraw or restrict the availability of the product and your rights in this situation.

Sales in DACH grants you a personal non-exclusive, limited, revocable, non-sublicensable and non-transferable right to access and use the Sales in DACH Academy subject to these Consumer Terms & Conditions.
Upon you providing Sales in DACH with your full name, email address, payment details and confirming acceptance of these Consumer Terms & Conditions, we will issue you with a user license which will include a username and prompt you to create your own password.
You shall ensure that you do not disclose, share or allow your username and password to be used by anyone else. If you do share your username and password with another person, this will be deemed by Sales in DACH to constitute a material breach of these Consumer Terms & Conditions.
You shall be responsible for installing any software and/or hardware and making any other arrangements required to use the Sales in DACH Academy, including use of a network or other connection required to access our Sales in DACH Academy.
We may suspend, withdraw or restrict the availability of all or any part of the Sales in DACH Academy for operational reasons such as scheduled or emergency maintenance. We will try to give you reasonable notice of any suspension, withdrawal or restriction to the accessibility of all or part of the Sales in DACH Academy.
If we suspend, withdraw or restrict the availability of the Sales in DACH Academy for longer than three (3) consecutive calendar days in a six (6) month period, you may contact our Customer Services Team on [email protected] and request a refund (on a pro-rata basis) for the time of the inaccessibility to the Sales in DACH Academy.

Clause 5: Use of Sales in DACH Academy

This section tells you rules about how you must use our product.

1. You agree to do the following in connection with the Sales in DACH Academy:

ensure beforehand that the Sales in DACH Academy meets your own requirements; and
provide such information to Sales in DACH as we request and which we consider necessary for providing the Sales in DACH Academy; and

2. You shall not:

copy, modify, harvest or create derivative works of the Sales in DACH Academy;
reverse engineer, disassemble or decompile the Sales in DACH Academy or any apply process or procedure to derive the source code of any software included in the Sales in DACH Academy;
resell or sub-license the Sales in DACH Academy;
use the Sales in DACH Academy in a way that circumvents the security measures or that might have a negative effect on the Sales in DACH Academy (including by introducing software designed to disrupt or damage the Sales in DACH Academy) or any other persons or businesses’ systems, websites or security; or
scrape, harvest or collect data from the Sales in DACH Academy, including but not limited to, Academy content or any other data, without written consent from Sales in DACH.

Clause 6: Ownership of intellectual property

This section tells you that we own all intellectual property in our product and explains what you should not do with it.

All intellectual property subsisting in, created during, or used in connection with the Sales in DACH Academy, including any modifications and amendments thereto, provided to you by Sales in DACH, shall be and remain the sole property of Sales in DACH or our licensors (and shall be Sales in DACH’s “Intellectual Property”).
You shall not, without our prior written consent, use or adopt any name, trade name, trading style or commercial designation used by us, or do or omit anything to infringe on any “Intellectual Property Rights” (as defined in this clause) relating to the Sales in DACH Academy. You agree to notify us immediately if you become aware of any unauthorised use of our Intellectual Property.
In the event that new intellectual property, inventions, designs or processes evolve in the performance of or as a result of the Sales in DACH Academy, including where modifications recommended by you are incorporated by us into the Sales in DACH Academy, you acknowledge that the same shall be Sales in DACH’s Intellectual Property unless otherwise agreed in writing by us.
“Intellectual Property Rights” refers to patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim property from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Clause 7: Data protection

This section tells you that we comply with the law and directs you to our Privacy Notice.

We are a data controller and comply with applicable data protection law.
How we use any personal data that you give us is set out in our Privacy Notice which you can find here: www.salesindach.com/privacy-notice.

Clause 8: Fees and payment

This section tells you about our fees and how we have the right to amend those fees later on.

You can find the details for each of our packages and the fees here: www.salesindach.com/pricing.
We require our fees to be paid upfront via our website for the minimum one (1) year duration of the contract.
We reserve the right to amend the fees that we charge for our packages. As your contract with us will automatically renew unless you provide us with thirty (30) calendar days’ notice prior to the one (1) year anniversary of the contract, we will ensure to email you forty-five (45) calendar days in advance so that you can see the fees that would be payable unless you terminate the contract.

Clause 9: Disclaimer and warranty

This section tells you our disclaimer of legal liability for the quality and reliability of our product.

We make no representations or warranty about the Sales in DACH Academy, including any representation that the services will be uninterrupted or error-free and provide the Sales in DACH Academy (including content and information) on an “as is” basis.
To the fullest extent permitted under applicable law, we disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

Clause 10: Liability

This section tells you the limit to legal liability that we have to you (where the law allows us to have a limit).

1. References to liability in this clause 10 includes every kind of liability arising under or in connection with these Consumer Terms & Conditions including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

2. Our liability for any of the following is not excluded or limited by these Consumer Terms & Conditions:

death or personal injury caused by its negligence; or
fraud or fraudulent misrepresentation; or
any other liability which cannot be legally excluded or limited.

3. In no event shall we be liable for special, incidental, consequential, indirect or punitive damages including, but not limited to, loss of revenue or profit, loss of data, loss of use of any property or costs of substitute performance, equipment or service.

4. Subject to clause 10.2. and clause 10.3., our total liability for all claims, losses, expenses, or damages arising under these Consumer Terms & Conditions shall in no event exceed the total fees that you have paid in a three (3)-month period to use the Sales in DACH Academy immediately preceding the date on which the event giving rise to the claim took place.

5. The provisions of this clause 10 shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise.

Clause 11: Termination

This section tells you about how we and you may terminate this contract. It also explains that some terms will continue after the contract has been terminated.

1. We can end these Consumer Terms & Conditions with you and claim any compensation due to us if:

you don’t make any payment to us when it’s due and you still don’t make payment within seven (7) calendar days of our reminding you that payment is due;
you don’t within a reasonable time of us asking for it, provide us with information, co-operation or access that we need to provide you with the package that you have selected with the Sales in DACH Academy; and/or
you have breached a material term in these Consumer Terms & Conditions.

2. If we terminate these Consumer Terms & Conditions due to clause 11.1. (b) or (c), we will not provide you with a refund of any fees that you have paid (where applicable).

3. You may terminate these Consumer Terms & Conditions by providing thirty (30) calendar days’ notice to expire on the relevant anniversary of these Consumer Terms & Conditions stating that you do not wish to renew them (and the package that you have selected with Sales in DACH) for a further year. To terminate the contract, you may contact our Customer Services Team on [email protected] and notify them.

4. Any clause in these Consumer Terms & Conditions that by implication are intended to come into or continue in force on or after termination of this contract shall remain in full force and effect.

5. Termination of these Consumer Terms & Conditions shall not affect any rights, remedies, obligations or liabilities of you or us that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Consumer Terms & Conditions which existed at or before the date of termination.

Clause 12: Other important terms

This section tells you rules about how you must use our product.

Events beyond our control. If our supply of the Sales in DACH Academy is restricted or unavailable entirely by an event outside of our control, we will contact you as soon as possible to let you know and do what we can to reduce the restriction or unavailability. As long as we do this, we won’t compensate you for the restriction or unavailability for up to fourteen (14) calendar days, but if the restriction or unavailability is substantial and continues for more than fourteen (14) calendar days, you can contact our Customer Services Team on [email protected] to end the contract and receive a refund on a pro-rata basis less reasonable costs that we have already incurred.
Entire agreement. These Consumer Terms & Conditions and any documents (and weblinks) referred to in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Severance of a term. If a court or other authority invalidates some of these Consumer Terms & Conditions, the rest of it will still apply.
Waiver. Even if we are delayed in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later on.
Communications and notices.

(a) Any notice or other communication given by us or you shall be in writing and shall be sent by email to the following:

For us, please contact our Customer Services Team on [email protected].
For you, we will contact you with the email address that you have provided at the time of subscribing to the Sales in DACH Academy.

(b) Any email will be deemed to be received at the time of transmission, or if this time falls outside of “Business Hours” in the place of receipt, when the Business Hours resume. “Business Hours” refers to anytime between 09:00 – 17:30 from and including Monday to Friday in England & Wales.

6. Transferring the contract. We may transfer these Consumer Terms & Conditions with you so that a different organisation is responsible for supplying the Sales in DACH Academy. We will tell you in writing if this happens and we’ll ensure that the transfer won’t affect your rights under these Consumer Terms & Conditions. If you’re unhappy with the transfer, you can contact our Customer Services Team on [email protected] to end the contract within seven (7) calendar days of us telling you about it and we will refund you part of your payment (calculated on a pro-rata basis).

7. Rights of other individuals or businesses. These Consumer Terms & Conditions are between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.

8. Governing law. These Consumer Terms & Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.

9. Jurisdiction. We and you irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Consumer Terms & Conditions or its subject matter or formation.

Sales in DACH - Business Terms and Conditions

Last updated: 11 December 2024

Scope

These “Business Terms & Conditions” describe and govern each parties’ rights and responsibilities in respect of the Sales in DACH Academy.

Any references to “Sales in DACH”, “we”, “us” and “our” refer to HK Consulting Ltd which is incorporated in England & Wales with the registration number of 14198035 and a registered address of 5 Brayford Square, London, England, E1 0SG.

Any references to “Customer” refer to your business which has agreed to our Business Terms & Conditions.

Please read these Business Terms & Conditions carefully because they are a binding agreement between Sales in DACH and the Customer. We may amend these Business Terms & Conditions from time to time and the revised version will be effective at the time we publish it, unless otherwise noted. These Business Terms & Conditions were most recently updated on 11 December 2024. The Customer’s continued use of the Sales in DACH Academy following the publication of any changes to this webpage constitute an acceptance of the changes to the Business Terms & Conditions on the Customer’s part.

Clause 1: Definitions

Applicable Laws: refers to all applicable laws, statutes, regulations, and codes from time to time in force (including on anti-bribery and corruption requirements and anti-slavery and human trafficking requirements).
Business Day: refers to a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: refers to the time period from 09:00 – 17:30 during a Business Day.
Calendar Day: refers to each day in the week including Saturday, Sunday or a public holiday in England.
Data Protection Laws: refers to all laws and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) the UK GDPR (ii) the European Union’s General Data Protection Regulation 2016/679 and any other directly applicable European Union regulation relating to data protection and privacy.
Fees: refers to the fees payable by the Customer for the subscription to the Sales in DACH Academy as set out in clause 11.
Intellectual Property Rights (“IPR”): refers to patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim property from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Sales in DACH Academy: refers to the web-based learning and development and platform found at salesindach.mykajabi.com and is owned by Sales in DACH.
UK GDPR: refers to the retained European Union law version of the General Data Protection Regulation 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419).

Clause 2: Interpretation

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
A reference to writing or written includes email.

Clause 3: Commencement and Term

These Business Terms & Conditions shall commence on the date upon which the Customer confirms acceptance to these Business Terms & Conditions and subscribes to a specific package within the Sales in DACH Academy. Each of the packages available and their respective Fees can be found here: salesindach.mykajabi.com
These Business Terms & Conditions shall be for a minimum duration of one (1) year and shall automatically renew for annual periods and thereafter unless terminated by either party in accordance with clause 13.

Clause 4: Access to the Sales in DACH Academy

Sales in DACH grants the Customer a personal non-exclusive, limited, revocable, non-sublicensable and non-transferable right to access and use the Sales in DACH Academy subject to these Business Terms & Conditions.
Upon the Customer providing Sales in DACH with the full name and email addresses of all users within the Customer, Sales in DACH shall issue the user licenses which will include a username and prompt the user to create a password. All employees, officers and agents from the Customer which are issued with a user license to the Sales in DACH Academy are known as “Authorised Users”.
The Customer shall ensure that Authorised Users do not disclose, share or allow their username and password with any other party including other individuals within the Customer and for which the Customer has not purchased a license. The sharing or disclosure of the username and password by any Authorised User will be deemed by Sales in DACH to constitute a material breach of the terms of these Business Terms & Conditions. The Customer shall ensure that the Authorised Users agree to and abide by these Business Terms & Conditions.
The Customer shall be responsible for installing any software and/or hardware and making any other arrangements required to use the Sales in DACH Academy, including use of a network or other connection required to access our Sales in DACH Academy.
Sales in DACH may suspend, withdraw or restrict the availability of all or any part of the Sales in DACH Academy for operational reasons such as scheduled or emergency maintenance. Sales in DACH will try to give the Customer reasonable notice of any suspension or withdrawal as soon as possible.

Clause 5: Use of Sales in DACH Academy

The Customer agrees to do the following in connection with the Sales in DACH Academy:

ensure beforehand that the Sales in DACH Academy meet its own requirements; and
provide such information to Sales in DACH as we request and which we consider necessary for providing the Sales in DACH Academy.

2. The Customer shall not:

copy, modify, harvest or create derivative works of the Sales in DACH Academy;
reverse engineer, disassemble or decompile the Sales in DACH Academy or any apply process or procedure to derive the source code of any software included in the Sales in DACH Academy;
resell or sub-license the Sales in DACH Academy;
use the Sales in DACH Academy in a way that circumvents the security measures or that might have a negative effect on the Sales in DACH Academy (including by introducing software designed to disrupt or damage the Sales in DACH Academy) or any other person’s or business’s systems, websites or security; or
scrape, harvest or collect data from the Sales in DACH Academy, including but not limited to Academy content or any other data, without written consent from Sales in DACH.

3. The Customer shall inform Sales in DACH immediately upon becoming aware of any breach of clause 5.2. and shall provide any assistance required by us to identify any such third party and to protect our or our licensors’ IPR.

Clause 6: Warranty and Disclaimers

To the maximum extent permitted by law and except as expressly set forth in these Business Terms & Conditions, Sales in DACH expressly disclaims any warranty of any kind relating to the Sales in DACH Academy, whether express, implied, statutory or otherwise, including without limitation, any implied warranty of merchantability, fitness for a particular purpose or the reasonable use of skill and care. The Sales in DACH Academy is provided on an “as is” basis and, to the maximum extent permitted by law, without any warranty of any kind.
Sales in DACH will make reasonable commercial efforts to ensure its systems are free from virus or other technologically harmful material that may infect Customer’s computer equipment or systems due to the Customer’s use of the Sales in DACH Academy. To the maximum extent permitted by law, Sales in DACH disclaims all liability for any loss or damage caused by any technologically harmful material accessed or arising from use of the Sales in DACH Academy.

Clause 7: Publicity and Marketing

The Customer agrees to and permits Sales in DACH to use the Customer’s logo and/or trademark(s) on the Sales in DACH website, social media channels and in any of its marketing material for the sole purposes of demonstrating that Sales in DACH has a business relationship with the Customer.

Clause 8: Ownership of IPR

All intellectual property subsisting in, created during, or used in connection with the Sales in DACH Academy, including any modifications and amendments thereto, provided to the Customer by Sales in DACH, shall be and remain the sole property of Sales in DACH or our licensors (and shall be Sales in DACH’s “Intellectual Property”).
The Customer shall not, without our prior written consent, use or adopt any name, trade name, trading style or commercial designation used by us, or do or omit anything to infringe on any IPR relating to the Sales in DACH Academy. The Customer agrees to notify Sales in DACH immediately if it becomes aware of any unauthorised use of our Intellectual Property.
In the event that new intellectual property, inventions, designs or processes evolve in the performance of or as a result of the Sales in DACH Academy, including where modifications recommended by the Customer are incorporated by Sales in DACH into the Sales in DACH Academy, the Customer acknowledges that the same shall be Sales in DACH’s Intellectual Property unless otherwise agreed in writing by us.

Clause 9: Confidentiality

1. Each party recognises that under these Business Terms & Conditions it may receive trade secrets and/or confidential or proprietary information belonging to the other. Subject to the exclusions detailed in clause 9.3. all such information which is designated as confidential, or which is otherwise clearly confidential in nature constitutes “Confidential Information”.

2. Each party undertakes that it shall not at any time during these Business Terms & Conditions, and for a period of two (2) years after termination or expiry of these Business Terms & Conditions disclose to any person any Confidential Information (including information concerning the business, affairs, customers or suppliers of the other party), except as permitted by clause 9.3.

3. Each party may disclose the other party’s Confidential Information:

to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Business Terms & Conditions. Each party shall ensure that its employees, officers, representatives, sub-contractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 9;
if it is in the public domain or becomes public knowledge other than as a result of a breach of these Business Terms & Conditions or any other duty of confidentiality relating to that information; or
as may be required by Applicable Laws, a court of competent jurisdiction or any governmental or regulatory authority provided that the disclosing party promptly notifies and consults with the other party in advance in relation to the timing and content of such a disclosure (unless prohibited from doing so by Applicable Law).

4. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Business Terms & Conditions.

Clause 10: Data Protection and Information Security

Both parties shall comply with all applicable requirements included in the Data Protection Laws. Each party is an independent data controller as defined in the Data Protection Laws.
Each party shall ensure that it has appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
This clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws.

Clause 11: Fees and Payment

The Fees applicable for all of the packages in the Sales in DACH Academy can be found here: www.salesindach.com/pricing
The Customer shall pay Sales in DACH the relevant Fees upfront via the Sales in DACH’s website for a minimum one (1) year period.
Sales in DACH reserves the right to amend the Fees for any of its packages. The Customer is advised to review the latest Fees posted on the Sales in DACH website before the anniversary of the one (1) year period as these Business Terms & Conditions shall automatically renew and the new Fees shall subsequently be applicable unless these Business Terms & Conditions have been terminated in accordance with clause 13.

Clause 12: Liability

References to liability in this clause 12 includes every kind of liability arising under or in connection with these Business Terms & Conditions including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Sales in DACH’s liability for any of the following is not excluded or limited by these Business Terms & Conditions:

death or personal injury caused by its negligence or the negligence of its employees, agents or sub-contractors; or
fraud or fraudulent misrepresentation; or
any other liability which cannot be legally excluded or limited.

3. In no event shall Sales in DACH be liable for special, incidental, consequential, indirect or punitive damages including, but not limited to, loss of revenue or profit, loss of data, loss of use of any property or costs of substitute performance, equipment or service.

4. Subject to clause 12.2. and clause 12.3., Sales in DACH’s total liability for all claims, losses, expenses, or damages arising under these Business Terms & Conditions shall in no event exceed the total Fees paid for three (3) months’ use of the Sales in DACH Academy immediately preceding the date on which the event giving rise to the claim took place.

5. The Customer shall be responsible for all actions or omissions of the Authorised Users, and any breaches of these Business Terms & Conditions, as if they were the Customer’s acts, omissions or breaches.

6. The provisions of this clause 12 shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise.

Clause 13: Termination

Either party may provide thirty (30) Calendar Days’ notice to expire on the relevant anniversary of these Business Terms & Conditions stating that it does not wish to renew these Business Terms & Conditions for a further year.
Without affecting any other right or remedy available to it, either party may terminate these Business Terms & Conditions with immediate effect at any time by giving written notice to the other party if:

the other party commits a material breach of a term in these Business Terms & Conditions and (if such breach is remediable) fails to remedy that breach within thirty (30) Calendar Days after being notified to do so;
the other party repeatedly breaches any of the terms of these Business Terms & Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Business Terms & Conditions;
the other party takes any step or action in connection with in entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent reconstructing), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent reconstructing), having a receiver appointed to any of its assets or ceasing to carry on business;
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; and/or
the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Business Terms & Conditions is in jeopardy.

3. In the event that either party terminates the contract in accordance with clause 13.1 or clause 13.2, no Fees that have been paid by the Customer to Sales in DACH shall be refundable.

4. On termination or expiry of these Business Terms & Conditions, the following clauses shall continue in force: clause 1 (Definitions and Interpretation), clause 7 (Publicity and Marketing), clause 8 (Ownership of IPR), clause 9 (Confidentiality), clause 10 (Data Protection and Information Security), clause 11 (Fees and Payment), clause 12 (Liability), this clause 13 (Termination) and clause 14 (General).

5. Termination or expiry of these Business Terms & Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Business Terms & Conditions which existed at or before the date of termination or expiry.

Clause 14: General

Applicable Laws. Each party shall ensure to comply with Applicable Laws at all times.
Force majeure. Neither party shall be in breach of these Business Terms & Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Business Terms & Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for thirty (30) Calendar Days, the party not affected may terminate these Business Terms & Conditions by giving seven (7) Calendar Days’ written notice to the affected party.
No partnership or agency. Nothing in these Business Terms & Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party to be the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Entire agreement. These Business Terms & Conditions and any documents referred in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Waiver. A waiver of any right or remedy under these Business Terms & Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Business Terms & Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Business Terms & Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of these Business Terms & Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14 .6. shall not affect the validity and enforceability of the rest of these Business Terms & Conditions.
Notices.

(a) Any notice or other communication given to a party under or in connection with these Business Terms & Conditions shall be in writing and shall be:

delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
sent by email to the email address provided.
- In the case of Sales in DACH, the email address is [email protected]
- In the case of the Customer, the email address is the email address that the Customer provided at the time of subscribing to the Sales in DACH Academy.

(b) Any notice or communication shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside Business Hours, in the place of receipt, when Business Hours resume.

8. Assignment. Sales in DACH may assign, charge, transfer or deal in any other manner with any of its rights and obligations under these Business Terms & Conditions without the prior written consent of the Customer.

9. Third party rights. Unless it expressly states otherwise, these Business Terms & Conditions does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Business Terms & Conditions.

10. Misrepresentation. Each party agrees that it shall have no remedies in respect of any statement, representation, warranty or understanding (whether made innocently or negligently) that is not expressly set out in these Business Terms & Conditions. No party shall have any claim for innocent or negligent misrepresentation based on any statement other than as set out in these Business Terms & Conditions.

11. Governing law. These Business Terms & Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.

12. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Business Terms & Conditions or its subject matter or formation.

Sales in DACH - Consumer Terms and Conditions

Sales in DACH - Business Terms and Conditions

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