Terms and conditions

Updated: 02/11/15

THESE TERMS AND CONDITIONS ("TERMS & CONDITIONS") GOVERN YOUR USE OF OUR WEBSITE (WWW.EXECUTESALES.COM) (THE "WEBSITE"), YOUR ACCESS TO OUR SERVICES AND YOUR RELATIONSHIP WITH EXECUTE SALES LIMITED, A LIMITED COMPANY REGISTERED IN ENGLAND AND WALES UNDER COMPANY NUMBER 08123135 WHOSE REGISTERED OFFICE ADDRESS IS AT 145-157 ST JOHN STREET, LONDON, ENGLAND EC1V 4PW ("WE", "US" or "OUR").

PLEASE READ THESE TERMS & CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT LIMITATIONS OF OUR LIABILITY TO YOU AND AFFECT YOUR RIGHTS AND LIABILITIES. THESE TERMS & CONDITIONS SHALL REMAIN IN EFFECT DURING THE PROVISION OF THE SERVICE TO YOU.

IF YOU AGREE TO THESE TERMS & CONDITIONS UNCONDITIONALLY, YOU SHOULD TICK THE 'I AGREE TO THE TERMS AND CONDITIONS' BOX ADJACENT TO THE LINK TO THESE TERMS & CONDITIONS AND YOU WILL THEN BE ABLE TO PROCEED WITH OUR SERVICE.

IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, THEN YOU SHOULD NOT TICK THE 'I AGREE TO THE TERMS AND CONDITIONS' BOX ADJACENT TO THE LINK TO THESE TERMS & CONDITIONS AND YOU SHOULD NOT CONTINUE WITH OUR SERVICE.

If you have any questions about these Terms & Conditions, please contact our customer support team:

E-mail:    info@executesales.com.

1. INTRODUCTION

1.1 Our Website provides an online platform for business professionals to advertise or search for a sales project and to connect with other business professionals that display appropriate credentials on their own company profile or personal professional profile on Our Website ("Service").

1.2 The Service is available to business professionals ("Companies") seeking the assistance of other business professionals specialising in sales services ("Sales Agents"). Companies and Sales Agents are able to register for an account to create a company profile or personal professional profile.

1.3 A fee may be charged for the following in connection with our Service available through Our Website:

1.3.1 Connecting Companies to Sales Agents on Our Website via the use of the credits available through your account;

1.3.2 Connecting Sales Agents to Companies on our Website via the use of the credits available through your account;

1.3.3 As a Company or Sales Agent, promoting Your company profile or personal professional profile on Our Website;

1.3.4 As a Company or Sales Agent, validating the information on Your company profile or personal professional profile to ensure its credibility and authenticity (referred to as a "Certification"); and

1.3.5 In respect of the above, please refer to Clause 4 below for Our pricing and payment terms.

1.4 Our Website does not provide a warranty or guarantee under any circumstances that the advertisements and connections made through Our Website will provide the anticipated outcome. Our Website is strictly an online tool for introducing and connecting business professionals.

1.5 Any correspondence or dealings with other parties found on or through Our Website, including any terms, conditions, warranties or representations associated with such dealings are solely between you and the other parties.

1.6 You must be over eighteen (18) years of age and possess a valid credit or debit card issued by a bank acceptable to Us in order to enter into a valid contract with Us.

1.7 These terms and conditions shall apply to the exclusion of any other terms and conditions that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. YOUR OBLIGATIONS - PLEASE READ CAREFULLY

2.1 You undertake that You will provide true, accurate and complete information at all times when registering for an account on Our Website and when creating Your company profile or personal professional profile and when completing other online forms appearing on Our Website that may require Your details to be entered from time to time.

2.2 You warrant that you have the full legal authority to register for an account on our Website to engage in Our Service on behalf of any Company or Sales Agent You represent.

2.3 You undertake that you will not publish inaccurate, false or misleading information in the designated fields on Your company profile or personal professional profile. This shall include, but not be limited to, information that misrepresents Your identity (including your profile photo), current and/or previous qualifications, experience and/or expertise, or Your affiliation with any individual or entity.

2.4 You undertake that you will not create a company profile or personal professional profile for any fictitious individual or entity.

2.5 You warrant that you have the full legal permission and/or licence to upload and use any image and/or company logo published on Your company profile or personal professional profile on Our Website.

2.6 You undertake that you will not act dishonestly or unprofessionally by engaging in dishonest or unprofessional behaviour. Such behaviour shall include, but not be limited to, publishing inappropriate, inaccurate, or objectionable content to Our Website. We reserve the right, without limitation, to edit any content that You publish to Our Website at Our discretion.

2.7 You undertake that you will not harass, spy or establish a dishonest relationship with other users with whom you connect through Our Website.

2.8 You undertake that you will not publish information on Our Website that you do not have the right to disclose or make available under any law or under any contractual or fiduciary relationships.

2.9 You undertake that you will not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for Our Website or any underlying intellectual property used to provide Our Service.

2.10 You undertake that you will not use or copy information, content or any data that you view on or obtain from Our Website to provide any service that is competitive to Our Service which we determine is competitive at Our sole discretion.

2.11 You undertake that outside of the scope of these Terms & Conditions and the Service you will not disclose, submit or impart any data or information that is capable of identifying You, Your company or another user on Our Website. We reserve the right to edit any content which We consider, at Our sole discretion, is capable of identifying You, Your company or another user.

3. OUR OBLIGATIONS

3.1 We shall exercise reasonable care and skill to provide you with access to Our Website and Our Service in accordance with these Terms & Conditions.

3.2 We shall use Our reasonable endeavours to ensure Our Website and Our Service is available at all times. From time to time We may require Our Website to become temporarily unavailable for maintenance, software and security updates. We will use Our reasonable endeavours to provide You with notice of such downtime but we cannot guarantee that You will always be notified of such circumstances. We shall not be liable for any consequential losses as a result of such downtime.

3.3 We shall exercise reasonable care and skill at all times when providing Our Service and when fulfilling any contractual obligations entered into with You under these Terms & Conditions.

3.4 We may create Your company profile or personal professional profile in the event that You are a Sales Agent. We shall only use publicly available information in order to populate such Sales Agent profiles. Such Sales Agent profiles can be removed in accordance with Clause 5.

4. PRICES AND PAYMENT

4.1 All payments for Our Service shall be made using Our secure third party payment provider. We do not store any payment card details.

4.2 The price of Our Service is calculated on the basis of the level of subscription required by You and shall be defined clearly on Our Website for companies and sales agents. The price shall be calculated at the checkout on Our Website which shall contain an order summary of the Service to be provided to You.

4.3 Subscriptions for Sales Agents can be paid for on a monthly basis in advance, or annually in advance ("Subscription Term").

4.4 Subscriptions for Companies can be paid for on a quarterly basis in advance, or annually in advance ("Subscription Term").

4.5 There are a number of different subscription levels available to Companies and Sales Agents. Each subscription level, including the free account available on Our Website, offers different benefits and different amounts of credits. A credit must be available as part of Your account in order to, as a Company, access the profile of a Sales Agent, or, as a Sales Agent, access the contact details of a Company on Our Website. For the avoidance of doubt, credits can be used:

4.5.1 By a Company to unlock all details contained within a Sales Agent's profile and accordingly contact that Sales Agent; or

4.5.2 By a Sales Agent to unlock the key contact information contained within a Company's profile, provided that that Company has posted a sales assignment to Our Website, and accordingly contact that Company.

4.6 The levels of subscription available to Companies and Sales Agents shall be subject to the following:

4.6.1 Our Service includes free functionality once You have registered for an account on Our Website, including, but not limited to, Your creation of Your company profile or personal professional profile, searching and browsing other company profiles or personal professional profiles, and, where applicable to You as a Company, posting any sales assignment;

4.6.2 The prices for the levels of subscription shall be displayed on Our Website and shall be subject to change in accordance with Clause 4.4;

4.6.3 In order to take advantage of the subscription benefits listed on Our Website in respect of Our Service, You will be required to pay for a level of subscription;

4.6.4 Each increasing level of subscription will provide You with different levels of benefits. Benefits are listed on Our Website and can be used to take advantage of the different elements of Our Service;

4.6.5 In respect of Companies, payments for subscriptions will be made by You and collected automatically by Us on a recurring basis of quarterly or annual intervals, depending on Your Subscription Term. In the event You cancel Your subscription prior to the expiration of Your Subscription Term Your account will revert to only being able to take advantage of the free functionality described in Clause 4.6.1. In such circumstances, in order to take advantage of the functionality described in Clause 4.6.3, You will be required to purchase a new level of subscription;

4.6.6 In respect of Sales Agents, payments for subscriptions will be made by You and collected automatically by Us on a recurring basis of monthly or annual intervals, depending on Your Subscription Term. In the event You cancel Your subscription prior to the expiration of your Subscription Term Your account will revert to only being able to take advantage of the free functionality described in Clause 4.6.1. In such circumstances, in order to take advantage of the functionality described in Clause 4.6.3, You will be required to purchase a new level of subscription;

4.6.7 In respect of Companies, in the event that You fail to cancel or downgrade Your subscription in accordance with Clause 5, you will automatically be charged for a further Subscription Term. For the avoidance of doubt, in the event you do not notify Us of the cancellation/downgrade of your subscription or in the event that you do not make payment for a further Subscription Term when required (including by way of the invalidation of any payment details you have provided to Us at the outset of your current Subscription Term), you agree that We shall be entitled to issue an invoice in respect of a further Subscription Term and that You will settle such invoice immediately. Your account shall be suspended during any period of non-payment, however, upon settlement of such invoice, the Service shall continue for a further Subscription Term;

4.6.8 In respect of Sales Agents, in the event that You fail to cancel or downgrade Your subscription in accordance with Clause 5, you will automatically be charged for a further Subscription Term. For the avoidance of doubt, in the event you do not notify Us of the cancellation/downgrade of your subscription or in the event that you do not make payment for a further Subscription Term when required (including by way of the invalidation of any payment details you have provided to Us at the outset of your current Subscription Term), you agree that We shall be entitled to issue an invoice in respect of a further Subscription Term and that You will settle such invoice immediately. Your account shall be suspended during any period of non-payment, however, upon settlement of such invoice, the Service shall continue for a further Subscription Term; and

4.6.9 We may offer discounts or special offers from time to time in respect of subscriptions.

4.7 The prices published on Our Website are exclusive of value added tax (VAT). VAT shall be applied at the checkout at the prevailing rate.

4.8 The prices on Our Website are subject to change at any time at Our discretion. Any changes in Our pricing will be posted on Our Website.

4.9 In the event that an invoice for the Service supplied by Us is provided to You, the invoice shall be available to retrieve from Your account on Our Website. The invoice must be paid in full before the Service is supplied to You. Upon settlement of any invoice, We shall issue You with a receipt for payment.

4.10 For the avoidance of doubt, in consideration of the nature of the Service, any fees charged by Us in respect of the Service are non-refundable.

5. DOWNGRADE & CANCELLATION - PLEASE READ CAREFULLY

5.1 You may downgrade your subscription to a lower level of subscription at any time during your Subscription Term. In respect of downgrading Your subscription:

5.1.1 Upon requesting a downgrade to Your subscription you will be asked to deactivate certain elements of your company profile or personal professional profile which are incompatible with the lower level of subscription, or the free account. These changes to your company profile or personal professional profile will take effect from the date on which you request a downgrade until the end of the Subscription Term.

5.1.2 From the beginning of the next Subscription Term, you will only have access to the benefits of the downgraded subscription, or the free account.

5.1.3 From the beginning of the next Subscription Term, you will be charged any fees due in respect of that level of subscription. For the avoidance of doubt, in the event you downgrade to the free account, you will not incur further charges.

5.2 In respect of cancellation of Your account:

5.2.1 In the event that you have a free account with Us as a Company or as a Sales Agent, You can cancel the Service and delete Your company profile or personal professional profile in its entirety from Our Website upon request in accordance with these Terms & Conditions. Please contact Us using the contact details at the beginning of these Terms & Conditions to request the removal of Your company profile or personal professional profile from Our Website.

5.2.2 In the event that you have a subscribed account with Us as a Company or as a Sales Agent, You can at any time during the Subscription Term Cancel the Service and delete Your company profile or personal professional profile in its entirety from Our Website upon request in accordance with these Terms & Conditions. Please contact Us using the contact details at the beginning of these Terms & Conditions to request the removal of Your company profile or personal professional profile from Our Website. This shall be carried out subject to the following:

(a) Your subscription account will remain active until the end of Your Subscription Period, provided you have not asked us to delete your company profile or personal professional profile immediately;

(b) In the event that You require immediate deletion of your company profile or personal professional profile, You shall forfeit any benefits that would have been available for the remainder of the Subscription Term, and you shall not be entitled to receive a refund;

(c) For the avoidance of doubt, in the event that you do not cancel Your subscription prior to the expiration of the Subscription Term, you will incur a charge for the next Subscription Term automatically. You agree that You will need to cancel Your subscription account prior to the date of the renewal of the Subscription Term in order to avoid any additional fee being charged for Your use of the Service; and

(d) Subscription fees that are charged by Us are non-refundable.

5.3 In the event that You are a Sales Agent and Your company profile or personal professional profile was created by Us in accordance with Clause 3.4, You can cancel the Service and delete Your company profile or personal professional profile in its entirety from Our Website upon request in accordance with these Terms & Conditions. Please contact Us using the contact details at the beginning of these Terms & Conditions to request the removal of Your company profile from Our Website

5.4 We may restrict, suspend or terminate your account immediately without notice at Our sole discretion in the event that you breach any of your obligations under these Terms & Conditions. In such circumstances, you agree that any outstanding fees in respect of Your subscription will become due and immediately payable.

5.5 Unless We have failed to provide Our Service with reasonable care and skill and you can demonstrate proof of such faults, all payments made to us in connection with the subscriptions are strictly non-refundable.

5.6 Upon cancellation of the Service by You, We will remove you from Our mailing list and you will not be contacted by Us. We do not guarantee under any circumstances that third parties will not contact you after removing Your company profile or personal professional profile from Our Website. Please refer to Our Privacy Policy for more information.

6. PRIVACY AND CONFIDENTIALITY

6.1 All personal information collected about You is handled in strict accordance with European data protection legislation.

6.2 Both parties to these Terms & Conditions acknowledge that during the term of these Terms & Conditions, access to confidential information including, without limitation, the business, products, finances and affairs of other registered users will be available through Our Website. Both parties to these Terms & Conditions therefore agree to accept the restrictions in this Clause 6.

6.3 Neither party to these Terms & Conditions shall (except in the proper course of their duties) either during the term of these Terms & Conditions or at any time after the termination of these Terms & Conditions, use or disclose to any person, firm or company any confidential information defined above under Clause 6.2. This restriction is in the interests of confidence for all registered users to share commercial information with other registered users without the risk of such information being disclosed or imparted to unwarranted third parties that are not registered users on Our Website. It is therefore a strict condition that all correspondence and information received through connections made on Our Website is kept strictly confidential.

6.4 For the avoidance of doubt, the restrictions in this Clause 6 shall not apply to any use or disclosure authorised by the party that the information regards, any disclosure required by law and any information which is already in the public domain otherwise than through a party to these Terms & Conditions unauthorised disclosure.

7. REVIEWS AND BLOG

7.1 By registering on Our Website, you agree that Your company profile or personal professional profile will be available for review by other registered users that have connected with You.

7.2 By submitting a review or comment on Our Website or Our blog You agree to authorise Us to print, edit and redistribute this material in accordance with Clause 6 of these Terms & Conditions.

7.3 We reserve the right to remove any comments or reviews submitted by you on Our Website or blog, without notice, if We become aware and determine at our absolute discretion that the comment or review is inappropriate, offensive or slanderous.

8. LIMITATION OF OUR LIABILITY AND INDEMNITY - PLEASE READ CAREFULLY

8.1 Nothing in these Terms & Conditions shall limit or exclude Our liability for fraud or fraudulent misrepresentation or any matter in respect of which it would be unlawful for Us to exclude or restrict liability.

8.2 Whilst We endeavour to ensure that the information on Our Website is correct, We do not warrant or guarantee the accuracy and completeness of the information displayed by Us and Our registered users. Due to the nature of Our Service, the information and descriptions contained in a registered users profile on Our Website are provided by the registered user only. We do not guarantee the 'suitability' of the registered users products or services for any specific person or use. Although We will use Our reasonable endeavours to ensure that the information supplied by any "Certified" user is accurate, correct and reliable, We cannot guarantee under any circumstances that this information will always be accurate, correct and reliable. As with any online networking website, the 'suitability' of a connection is Your responsibility and You should exercise appropriate due diligence at all times before connecting with a registered user on Our Website.

8.3 Whilst We shall use reasonable skill and care in the delivery of Our Service, You acknowledge that the provision of services online are subject to the inherent technical and operational limitations of the internet, including, but not limited to, the lack of security and unreliability of its communications, the evolving nature of its organisational, legal and regulatory framework, and the potential inaccuracy and variable standards of its relevant data repositories. Our Service is therefore made without guarantee as to the safety and security of Your information and data for which We shall have no liability to You or any third party.

8.4 In no event will We be liable for any indirect or consequential loss of any kind (including without limitation loss of profits, loss of opportunity, loss of work, business interruptions, or loss, corruption or mis-delivery of data) however caused and whether arising under contract, tort or otherwise.

8.5 Our total liability to You in respect of all other losses arising under or in connection with these Terms & Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price you paid for Our Service during any Subscription Term.

8.6 You agree to indemnify and keep Us indemnified against any loss, liability, claim, or demand, including legal fees, made by any third party due to or arising out of your use of Our Website and Our Service in violation of these Terms & Conditions or Privacy Policy or arising from a breach of these Terms & Conditions or any breach of your undertakings or warranties.

8.7 You agree to indemnify Us against any claims brought by a third party resulting from your use of the Service and in respect of any losses or liabilities incurred directly by Us as a result of your breach or non-observance of any of these Terms & Conditions.

9. INTELLECTUAL PROPERTY

9.1 You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all software, material or content supplied as part of Our Website shall remain at all times vested in Us or our licensors. You are permitted to use this material only as expressly authorised by Us or our licensors.

9.2 You undertake not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content supplied as part of Our Website.

9.3 You acknowledge that by posting any content consisting of intellectual property on Our Website, including the information and images on Your profile, You are granting Us a non exclusive, transferable, sub-licensable, royalty-free, worldwide license to use the intellectual property in order for Us to post on Our Website or use in connection with the marketing and promotion of Execute Sales Limited.

10. LINKING TO OUR WEBSITE

10.1 You may link to Our Website on the condition that you do so in a way that is fair and legal and does not damage Our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists.

10.2 You must not establish a link from any website that is not owned by You.

10.3 Our Website must not be framed on any other site, nor may You create a link to any part of Our Website other than the home page. We reserve the right to withdraw linking permission without notice.

11. THIRD PARTY RIGHTS

11.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms & Conditions and no person other than You and Us shall have any rights under it.

12. VARIATION

12.1 Except as set out in these Terms & Conditions, any variation to the terms, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Us.

13. ENTIRE AGREEMENT

13.1 These Terms & Conditions shall set out the whole of Our agreement relating to the supply of Our Service by Us to You.

14. GOVERNING LAW AND JURISDICTION

14.1 These Terms & Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be referred to an independent mediator and governed by and construed in accordance with English law.

14.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that cannot be resolved by an independent mediator.