Terms and Conditions

Geographic statement:

Our service and these Terms and Conditions shall be governed by and construed in accordance with the laws of Cyprus and the parties hereby submit to the exclusive jurisdiction of the courts sitting in Nicosia, Cyprus.

1. DEFINITIONS

1.1. “Client” means company name.

1.2.  (Reserved)

1.3. “Contract” means the contract between the Supplier and the Client for the provision of Services incorporating these Terms and Conditions.

1.4. “Services” means the services that the Client agrees to buy from the Supplier.

1.5. “Supplier” means Outsell Growth Limited of 5 Andrea Patsalidi street, Capricornia building flat/office 303, 2408 Egkomi, Nicosia, Cyprus.

1.6. “Terms and Conditions” means the terms and conditions for the provision of Services set out in this agreement and any special terms and conditions agreed in writing by the Supplier and Client.

1.7. “Website” means www.outsellsales.com.

1.8. “Bill day” means 7 days before the monthly anniversary of the start of “month 1”, If the original bill day is not available in a future month (for example 31st) the fees must be paid on the 28th of the month. If the bill day falls on a weekend, the fees must be paid the Friday before.

1.9. “Proposal” means the proposal from Supplier, as accepted in writing by the Client.

2. CONDITIONS

2.1. (Reserved)

2.2. These Terms and Conditions shall apply to all contracts for the provision of Services by the Supplier to the Client and shall prevail over any other documentation or communication from the Supplier or Client.

2.3. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Client and the Supplier.

2.4. Any complaints should be addressed to the Supplier or Client as provided in Article 15, Section 5.

2.5. Any special conditions applying to the provision of the Services are set out in the Schedule to this agreement.

3. ORDERING

3.1. All orders for Services shall be deemed to be an offer by the Client to purchase Services pursuant to these Terms and Conditions and are subject to acceptance by the Supplier. The Supplier may choose not to accept an order for any reason.

4. PRICE AND PAYMENT

4.0. The price of the Services shall be that stipulated in the proposal or may be customised to the Client’s needs by agreement between the Supplier and the Client.

4.1. Where applicable, if any payment is not paid on time or any payment is rejected or refused, the amount owing will be treated as overdue, and the Supplier will be entitled immediately to cease or suspend the provision of the relevant service until payment has been received.

4.2. Where applicable, the Supplier shall be entitled to charge interest daily on overdue invoices from the date when payment becomes due until the date of payment at a rate of 4% per annum above the base rate of HSBC bank from time to time in force.

4.3. The Supplier reserves the right to refer unpaid and overdue invoices to an accredited debt collector of the Supplier’s choosing, which may incur additional fees.

4.4. Subscription fees are due on the “Bill day” of the month. The Client’s subscription will automatically renew on the bill day of the month.

4.5. Fees for additional work requested by the Client are due prior to any additional work commencing.

5. PERFORMANCE AND TERMINATION

5.1. The Supplier shall perform the Services with reasonable skill and care. Supplier shall cause Richard Walton, Supplier’s CEO and Sales Director, to provide all or substantially all the Services hereunder. However, the Supplier does not guarantee that the Services will be uninterrupted, secure or error-free or that any data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all. Supplier shall use its best efforts to respond to and resolve all Customer’s questions and/or concerns with the Services hereunder within four (4) hours of the time at which Client notifies Supplier of such questions and concerns in the manner provided in Article 15, Section 5.

5.2. The Services shall continue indefinitely unless and until terminated in accordance with Article 5, Sections 5.3 and 5.4.

5.3. Either party may terminate this agreement (as regards some or all the Services) for any reason by providing written notice to the other.

5.4. Cancellation shall be deemed to take effect 90 days after the Client’s next Bill day following receipt by Supplier of the written notice. The Client may give notice at any time during the first month to cancel the contract which will come into effect at the end of month 1.

5.5. Any payments due following cancellation for Services provided prior to cancellation shall remain payable.

5.6. Should the Client terminate the account, the account information will be required for account security purposes. After the end of the paid-for period, the Client will have no further access to the account and all data relating to the Client may be deleted within one month.

5.7. The Supplier may terminate this agreement (as regards some or all of the Services) or suspend some or all of the Services immediately on written notice if the Client breaches any term of this agreement, and any payment due for Services prior to such termination shall remain payable. Supplier shall promptly refund any payments made prior to such termination for Services to be rendered after such termination. 

5.8. The Supplier may terminate this agreement (as regards some or all the Services) or suspend some or all the Services should the Client become financially insolvent.
5.9. The Client may not use the Supplier’s service to arrange or carry on any illegal or immoral activity.

5.10. The Client agrees that the Supplier is not a recruitment agency or introducer and does not search or specifically select staff or third parties on behalf of the Client and therefore relevant recruitment agency laws and regulations do not apply to the Supplier.

5.11. The Client agrees that the Supplier will use vetted, interviewed and approved Virtual Assistants to fulfil the Client’s workload, task and project requirements.

5.12. This agreement will be terminated without notice upon the dissolution, insolvency (or appointment of an insolvency practitioner), liquidation (or appointment of a liquidator), initiation of bankruptcy or a business rescue process or other comparable process in the jurisdiction where either party is domiciled, of such party or such party’s parent company.

5.13 Except as otherwise provided herein, refunds are at the sole discretion of the Supplier and will be issued 60 days after the refund request has been processed.

6. PRICING

The Supplier shall be bound by the prices shown on its website or otherwise provided to Client in writing. Notwithstanding anything to the contrary herein, Supplier shall not change the price for its Services until the latter of (a) the date on which Supplier has fully performed all its Services hereunder; and (b) the date which is one year after the date on which both Supplier and Client have executed this agreement.

7. AGE OF CONSENT

7.1. Where the Services provided involve the purchase of articles which may only be purchased by persons of a certain age the Client will be asked when placing the order to declare that they are of the appropriate legal age to purchase the articles.

7.2. If the Supplier discovers that the Client is not legally entitled to order certain Services or articles, the Supplier shall be entitled to cancel the order immediately, without notice.

8. (Reserved)
9. LIMITATION OF LIABILITY

9.1. In the event of any breach of these Terms and Conditions by the Client or the Supplier the remedies of the Supplier or the Client, respectively,  shall be limited to damages, which shall in no circumstances exceed the regular monthly subscription price of the Services paid by the Client in the preceding 3 months and neither the Client nor the Supplier shall under noany circumstances be liable for any indirect, incidental or consequential loss or damage whatever.

9.2. To the extent permitted by law, the Supplier shall not be liable to the Client save as expressly provided for in this agreement and shall have no other obligations, duties or liabilities whatsoever in contract, tort or otherwise to the Customer, specifically:

9.3a The Supplier will not be responsible for any damages the Client’s business may suffer.

9.3b The Supplier makes no warranties of any kind, expressed or implied for the services provided.

9.3c The Supplier disclaims any warranty or merchantability or fitness for a particular purpose.

9.3d The Supplier is not responsible for any loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by the Supplier and its employees. The Supplier cannot guarantee that the service will be uninterrupted or error-free or meet the Client’s requirements.

10. WAIVER

No waiver by the Supplier or Client (whether express or implied) in enforcing any of its rights under this agreement shall prejudice its rights to do so in the future.

11. FORCE MAJEURE

The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control. Including but not limited to acts of God, strikes, lockouts, accidents, war, fire, flood or failure of any communications, telecommunications or computer system, and the Supplier shall be entitled to a reasonable extension of its obligations.

12. SEVERANCE

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

13. CHANGES TO TERMS AND CONDITIONS

Except as otherwise provided herein, the Supplier shall be entitled to alter these Terms and Conditions at any time. Notwithstanding anything to the contrary herein, this right shall not affect the existing Terms and Conditions accepted by the Client upon purchasing the Services hereunder until the Client’s monthly renewal of the Services occurs.

Monthly renewal by the Client of the Services will be deemed acceptance of the Supplier’s then-current Terms and Conditions.

14. USE OF CLIENT DATA

All non-public, confidential, or proprietary information of a party (“Confidential Information”), including, but not limited to, any trade secrets, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, the party’s lists, pricing, discounts, or rebates, disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this agreement is confidential, solely for Receiving Party’s use in performing under this agreement and may not be disclosed or copied unless authorized by Disclosing Party in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this agreement; (b) is obtained by Receiving Party on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) Receiving Party establishes by documentary evidence, was in its possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. Each party shall maintain the other party’s Confidential Information with the same degree of care the Receiving Party uses to maintain its own Confidential Information, and, in all events, each party shall maintain the other party’s Confidential Information with no less than commercially reasonable care. Upon Disclosing Party’s request, Receiving Party shall promptly return all documents and other materials received from Disclosing Party.  Disclosing Party shall be entitled to injunctive relief for any violation of this Section.

Notwithstanding anything to the contrary in this agreement, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure by the Receiving Party is legally compelled by a valid order of a court or governmental authority of competent jurisdiction; provided, however, Receiving Party will provide Disclosing Party with prompt notice of same so that Disclosing Party may seek a protective order or other remedy.  In the event that such a protective order or other remedy is not obtained prior to the due date for such disclosure, the Receiving Party will use commercially reasonable efforts to furnish only that portion of the Disclosing Party’s Confidential Information that is so legally compelled and will use commercially reasonable efforts to obtain assurances that the Disclosing Party’s Confidential Information will be held in confidence by the recipient thereof.

15. SCHEDULE

Special Conditions

1. The Supplier acts as an agent when arranging services for the Client. For the avoidance of confusion, Supplier shall cause all or substantially all Services to be provided by Richard Walton, as provided in Article 5, Section 5.1.
2. The Supplier operates a vetting procedure for all services arranged for the Client – however, the Supplier cannot guarantee the quality of the services arranged as an agent.
3. The Client may need to agree to the terms and conditions of the external Supplier for the services to be arranged.
4. The Client acknowledges that to arrange for the provision of products and services for the Client; it may be necessary for the Supplier to provide a third party with the Client’s details.
5. Each of the Supplier and the Client may contact the other by online customer/service provider portal, email and post. Each of the Supplier and the Client can request that contact from the other via a specific means ceases by contacting (a) Supplier at +44 7896 902033; or (b) Client at +1-614-432-8977.
6. The Client will notify the Supplier immediately if the security of their account has been compromised or if an authorised person leaves their employment.
7. The Client is granted a non-exclusive licence to access the Supplier’s software and systems on the Supplier’s servers – all intellectual property developed, purchased or licensed by Supplier remains that of the Supplier.
8. The Client or any of its officers, employees or associates may not at any time (either during or within five years of the last provision of service by The Supplier) contract with, employ, reward or pay – either directly or indirectly* – any employee, agent or freelancer introduced by, retained by or in any relationship with the Supplier. Should the Client or any of its officers, employees or associates breach this term, a fee of the greater of US$5,500 or 12.5% of the employee’s annual total cost to the Client will become payable to the Supplier immediately. The Supplier will invoice the Client for this fee, if the Supplier has a reasonable suspicion that the Client is in breach of this agreement. If the Client provides evidence in writing that this agreement has not been breached to the Supplier, the Supplier will promptly cancel such invoice.

*Including but not limited to other companies controlled by, owned by or associated with the Client or any of the Client’s employees, officers or associates.

9. The Supplier will not be able to complete tasks that involve the installation or use of specialist software on Supplier’s servers, unless agreed in advance in writing by Supplier and Client.
10. The service does not include any international phone calls made by the Supplier on the Client’s behalf.

For and on behalf of Outsell Growth ( The Supplier)