1. Scope
SalesPlaybook AG, Badenerstrasse 114, 8952 Schlieren, Switzerland ("SalesPlaybook") offers various services that assist companies ("Customers") in optimizing their sales process, training their employees and increasing their revenue.
These terms of use ("Terms of Use") apply to all services offered by SalesPlaybook and to access to and use of the documents, information and programs provided (collectively, the "Services").
An overview of the Services offered and specific information about how SalesPlaybook works can be found at https://www.thesalesplaybook.com/ (the "Website"). The Services and the commercial details of the cooperation between SalesPlaybook and the Customer are agreed in a separate order form (for example, a written quotation or, where no such quotation exists, an agreement in text form) (the "Order Form").
These Terms of Use, together with the Order Form, constitute a legally binding agreement (the "Agreement") between SalesPlaybook and the Customer.
2. Services
2.1 Description of Services
The Services shall be provided in accordance with the description of services set out in the Order Form. SalesPlaybook applies customary industry standards and is obliged to act with due care. Minor deviations from the agreed description of services do not entitle the Customer to rectification, provided that the material purpose of the Service continues to be fulfilled.
Delivery dates stated in connection with the Services are non-binding unless they have expressly been agreed as binding in text form. If SalesPlaybook is unable to perform the agreed Service within the stipulated period, SalesPlaybook shall be granted a reasonable additional period in which to perform it. If SalesPlaybook fails to perform within this additional period, the Customer may set a second reasonable period for subsequent performance by SalesPlaybook and, if SalesPlaybook also fails to comply with this second additional period, may, without prejudice to any other remedies, continue to demand performance or rescind the Agreement with respect to the Services not provided on time. In the event of rescission, any advance payment shall be refunded by SalesPlaybook without delay.
The success of the agreed Services depends substantially on the Customer’s active and timely cooperation, since smooth and efficient performance can be ensured only through cooperation in a spirit of partnership. The Customer is obliged to cooperate, free of charge and to the extent necessary, in the performance of this Agreement. The Customer is obliged to provide SalesPlaybook with all necessary information, documents, materials, access rights, software, data, suitably qualified personnel and anything else that is reasonably required to provide the Services.
In particular, the Customer undertakes to ensure:
- the continuous cooperation required by SalesPlaybook for the duration of the Services, including completing assignments, preparing for and attending meetings, providing all documents and information on time and granting the required access to the company;
- active cooperation and support from the Customer’s project managers and team members, including assigning one or more qualified members of senior management with appropriate responsibility for the project to monitor and assess whether the results of the Services are suitable for the Customer’s purposes;
- timely decision-making for the necessary project steps, where required; and
- timely notification of events that may affect the Services.
In addition, the Customer is obliged to inform SalesPlaybook without delay of any errors that occur and to support SalesPlaybook, to the extent necessary, in analysing and, where applicable, resolving errors and disruptions.
2.2 Consultants
The consulting Services shall be provided by individuals trained by SalesPlaybook ("Consultants").
If SalesPlaybook and the Customer agree that the Services are to be provided by particular Consultants, SalesPlaybook may replace those Consultants only after prior notice and for objective reasons, such as illness, termination of the employee’s employment relationship or project delays caused by the Customer.
The Customer acknowledges that SalesPlaybook provides some of its Services through independent Consultants from its pool of independent professionals or through other subcontractors. SalesPlaybook shall be liable to the Customer for its subcontractors as it is for its own employees and shall ensure that the subcontractors are bound by appropriate confidentiality and data-protection obligations.
During the term of the Agreement and for a period of 12 months after its termination, the Customer undertakes not to solicit or employ, directly or indirectly, any SalesPlaybook employees or Consultants. This also applies to former employees or Consultants who worked for SalesPlaybook during the 12 months preceding termination of the Agreement. In the event of an infringement, the Customer undertakes to pay a contractual penalty of CHF 75'000 per case. The right to claim further damages is reserved. Payment of the contractual penalty does not release the Customer from its obligation to comply with this undertaking. The Customer agrees to indemnify and hold SalesPlaybook harmless against any losses, damages, liabilities, claims or demands, including reasonable legal fees and costs, arising for a third party due to or as a result of a breach of this non-solicitation prohibition.
2.3 Project Changes
A project change request ("PCR") is a proposal in text form submitted by the Customer to request changes or deviations from any aspect of the agreed project scope. This may include, among other things, changes to project deliverables, the schedule, the budget, resources or processes.
All PCRs must be submitted by the Customer to the Consultant in text form. Oral requests shall not be regarded as valid under this Agreement.
Upon receiving a PCR, the Consultant shall assess the proposed changes to determine their impact on the project scope, deliverables, schedule, resources and costs. During this assessment period, all consulting work connected with the project shall be suspended until the PCR has been fully reviewed and all associated commercial and contractual adjustments have been made. The Customer acknowledges that any delays resulting from the submission and assessment of a PCR are the Customer’s sole responsibility.
If the PCR results in changes to the project scope or additional work for the Consultant, an additional fee shall become payable. This fee shall be no less than 10% of the original project price unless the parties have agreed otherwise in text form.
Every approved PCR requires a formal amendment to the Agreement. Where applicable, the amendment shall include corresponding adjustments to the project plan, budget, schedule or resources. Such amendments shall take effect only once they have been agreed by both parties in text form.
2.4 Access Rules and Usage Restrictions
SalesPlaybook reserves the right to regulate the Customer’s use of the work-session package. The Customer may not abuse its right to book the number of work sessions to which it is entitled by making excessive bookings, in SalesPlaybook’s sole opinion.
If the Customer repeatedly books work sessions and fails to attend them, or cancels them without informing SalesPlaybook 48 hours in advance, SalesPlaybook may, at its discretion, prevent the Customer from making further bookings or limit the number of bookings per period. Such use restrictions shall not be imposed without giving the Customer 14 days’ prior notice.
If the Customer fails to correct its use of the work-session package, SalesPlaybook may terminate the work-session package with immediate effect.
2.5 Amendments to the Terms of Use
SalesPlaybook reserves the right, at any time and at its sole discretion, to amend the Terms of Use, including the applicable recurring fees, and to modify, improve, temporarily suspend or permanently discontinue the Services offered or any part thereof.
SalesPlaybook shall inform Customers electronically of material changes at least 30 days in advance.
For Services without a fixed term, continued use of the Services after changes take effect shall be deemed the Customer’s consent to those changes. If the Customer does not agree to material changes, including fee changes, the Customer has the right to terminate the Agreement within the 30-day period following notification or publication of the change. Termination shall take effect on the scheduled effective date of the change.
If the Terms of Use are amended during a fixed term stipulated in the Order Form, the Customer may object to the amendments within one month following notification or publication. If the Customer objects, the Terms of Use in effect when the Order Form was signed shall continue to apply until the end of the term agreed in the Order Form.
3. Customer’s Duties to Cooperate
The Customer is solely responsible for the correctness and accuracy of the information, documents and access rights it provides. If performance of the Services under this Agreement is delayed because the Customer fails to comply with its duties to cooperate, or because of other circumstances for which the Customer is responsible, the Customer shall bear the resulting disadvantages and additional costs. In particular, if the Customer misses or cancels a work session, or attends unprepared, the work session or work result shall be deemed to have been provided.
The Customer is obliged to inform SalesPlaybook without delay of all circumstances within the Customer’s sphere of operations that may jeopardise or be relevant to the provision of the Services, and of any misuse or suspected misuse of the Services.
The Customer undertakes:
- not to circumvent or attempt to circumvent the security measures of the Services;
- not to use the Services unlawfully or fraudulently, or for unlawful or fraudulent purposes or with unlawful or fraudulent effects;
- not to access the Services through an automated system or take any measures that place an unreasonable burden on SalesPlaybook’s infrastructure; and
- not to circumvent any measures that SalesPlaybook may take to prevent or restrict access to or use of the Services.
The Customer agrees that, without SalesPlaybook’s prior written approval, it shall:
- not copy, modify, distribute, reproduce, translate, disassemble or otherwise use any documents, information, texts, graphics, images or software obtained from the Services or any other part of the Services; and
- not create derivative works based on all or any part of the Services or any content available through the Services.
4. Confidentiality
The parties undertake to keep secret all information received or obtained in connection with this Agreement that is not publicly known ("Confidential Information"). This includes, in particular, information concerning trade secrets, customer lists, prices, terms, know-how, inventions, research and development results, marketing plans and financial data.
The confidentiality obligation does not apply to information:
- that was already known to the receiving party before this Agreement was concluded;
- that subsequently becomes known to the receiving party through a third party without a breach of a confidentiality obligation;
- that is or becomes publicly known without any action attributable to the disclosing party;
- that was developed independently by the receiving party; or
- that must be disclosed pursuant to an official order or statutory obligation. In such a case, the disclosing party shall inform the other party without delay, to the extent permitted by law.
The parties shall treat Confidential Information with the same care that they apply to protecting their own confidential information, but at least with reasonable care. They shall disclose Confidential Information only to those employees and Consultants who require it to perform their duties under this Agreement and who are themselves bound by confidentiality obligations.
The confidentiality obligation shall survive termination of this Agreement.
5. Data Protection
SalesPlaybook processes the Customer’s personal data in connection with providing the Services in accordance with the data-protection laws applicable in Switzerland and the European Union. SalesPlaybook protects the personal data collected through appropriate technical and organisational measures.
The Customer authorises SalesPlaybook to use, process and store data relevant to performance of the Agreement and to use anonymised data to improve its Services or for analytical purposes. At the Customer’s request, SalesPlaybook shall provide a data-processing agreement specifying the parties’ data-protection obligations in greater detail. In that case, the provisions of the data-processing agreement shall apply.
6. Intellectual Property
Each party retains all rights, title and interest in and to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("IP Rights"). All IP Rights in the Services or any part thereof shall remain with SalesPlaybook.
To the extent applicable and only to the extent necessary, the Customer is granted a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services in accordance with the Agreement.
Any other use of the Services, particularly copying, distributing, displaying, reproducing, creating derivative works from or commercialising the available content or any part thereof, is strictly prohibited without SalesPlaybook’s prior written consent.
The systematic retrieval of content from the Services or the Website for any purpose without SalesPlaybook’s prior written authorisation is strictly prohibited.
SalesPlaybook is irrevocably entitled to use the Customer’s feedback, without any further requirements, to improve its Services.
7. Payment Terms and Fees
SalesPlaybook charges Customers fixed project fees, recurring fees, time and materials, and expenses (collectively, "Fees"). Agreed monthly or quarterly payments constitute recurring fees. The applicable types of Fees shall be agreed in the Order Form.
Unless otherwise agreed in the Order Form, fixed project fees and recurring fees shall be invoiced in advance. Time and materials and expenses shall be invoiced monthly, although SalesPlaybook may also request an advance on costs. Expenses include travel and accommodation costs. Travel time shall be charged at the applicable hourly rates. Unless another hourly rate has been agreed, travel time shall be charged at CHF 125 per hour. All invoices are due within 10 days. Interest of 5% per annum shall be charged on late payments. All Fees are stated in CHF and exclude value-added tax unless otherwise indicated.
If the Customer fails to pay the agreed Fees, SalesPlaybook may suspend provision of its Services. The Customer shall remain liable for all costs and Fees incurred during any suspension.
Payments shall be made using the payment methods provided by SalesPlaybook.
To the extent permitted by law, all Fees are non-refundable.
If the Customer terminates the Agreement early: (i) recurring fees already paid shall not be refunded; (ii) unpaid recurring fees for the remainder of the contractual term shall be paid in full; (iii) unpaid fixed project fees shall be paid in accordance with the project’s progress; and (iv) time and materials and expenses shall be invoiced up to the date of termination.
8. Warranties and Representations
The Customer acknowledges that the Services are provided "as is" and "as available" and that SalesPlaybook makes no warranties or representations of any kind regarding the Services or the information and materials contained therein. SalesPlaybook makes the Services available to the Customer and shall exercise reasonable care and skill when providing them.
SalesPlaybook does not warrant that the Services will be error-free or operate without interruption or disruption. SalesPlaybook may, at its discretion, carry out maintenance or improvements to the Services and its infrastructure, and the Customer acknowledges that this may occasionally result in temporary delays and interruptions. To the extent reasonable and possible, SalesPlaybook shall notify the Customer in advance of possible interruptions.
SalesPlaybook gives no warranty and assumes no responsibility for the accuracy, lawfulness or functionality of third-party software, systems or tools integrated into or used in connection with the Services. The Customer is solely responsible for ensuring that the use of such third-party tools and all associated activities comply with the applicable laws and regulations in the respective jurisdictions in which they are used.
Any further warranty is excluded.
9. Liability and Indemnification
SalesPlaybook shall be fully liable to the Customer for damages resulting from SalesPlaybook’s gross negligence or intentional misconduct.
In all other cases, SalesPlaybook’s liability under the Agreement is excluded to the maximum extent permitted by applicable law.
In particular, SalesPlaybook shall not be liable for indirect, consequential or incidental damages, including lost profits, loss of data, loss of business relationships or business opportunities. SalesPlaybook shall not be liable for the performance, availability, security, lawfulness or compliance of third-party software, systems or tools integrated into or used in connection with the Services, including any damage or legal consequences arising from their use by the Customer. The Customer undertakes to indemnify and hold SalesPlaybook harmless against all claims, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with the Customer’s use of such third-party tools or a breach of applicable data-protection, marketing or communications laws.
Neither party shall be liable for breaches of this Agreement, except for payment obligations, attributable to circumstances beyond the parties’ control (force majeure).
10. Marketing
SalesPlaybook is entitled to use the Customer’s name and logo and a short description of the Services provided for promotional purposes on the Website and in other marketing or investment materials. Any other use requires the Customer’s prior consent.
11. Term and Termination
The Agreement shall take effect when the contract is concluded and shall remain in force for as long as expressly agreed. If no specific term is agreed, the Agreement shall remain in force for an indefinite period. Agreements of indefinite duration may be terminated by either party at any time by email notice, subject to a notice period of one month effective at the end of a calendar month. Agreements with a fixed, recurring term and automatic renewal, such as monthly or quarterly recurring service budgets, may be terminated by either party at any time by email notice, subject to a notice period of one month effective at the end of the respective term.
If SalesPlaybook wrongfully or without good cause terminates an Agreement during the project term, or if the Customer terminates an Agreement during the project term for good cause, the Customer is entitled to claim a proportionate refund of the Fees already paid. The refund shall be calculated pro rata temporis based on the project term remaining. Fees for Services already provided and non-refundable third-party costs are excluded from the refund.
Termination shall not affect either party’s rights, obligations or liabilities that arose before termination or are intended to remain effective after termination.
12. Miscellaneous
Entire Agreement: This Agreement constitutes the entire agreement between SalesPlaybook and the Customer and supersedes all prior agreements between the parties concerning its subject matter.
Any deviation in the Order Form or other documents from these Terms of Use that is not provided for in the Terms of Use requires an express reference to the clause of the Terms of Use being amended. The Customer’s general terms and conditions are excluded unless expressly acknowledged by SalesPlaybook.
Notices: Notices must be made in text form and delivered as follows:
- For the attention of SalesPlaybook: by email to [email protected];
- For the attention of the Customer: by email to the most recent email address provided by the Customer for this purpose. The Customer is responsible for keeping the contact information provided up to date.
No Assignment: The Customer may not assign its rights, obligations or claims under the Agreement without SalesPlaybook’s prior consent.
Severability: If any provision of the Agreement, in whole or in part, is found to be unlawful, invalid or otherwise unenforceable, the remaining provisions shall remain in full force and effect.
Governing Law and Jurisdiction: These Terms of Use and all legal relationships arising from this contractual relationship are governed by Swiss law, excluding its conflict-of-laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts at SalesPlaybook’s registered office shall have exclusive jurisdiction over all disputes arising out of or in connection with the Terms of Use.
Links: The Services may contain third-party content or links to third-party websites. SalesPlaybook assumes no responsibility and makes no warranties or representations concerning third-party content or websites, including, but not limited to, their correctness, subject matter, quality or timeliness.