Master Service Agreement

These General Terms of Sale govern the sale of products and services by Smarketics, Inc. and its affiliates (collectively, “Smarketics, Inc.”) to the client. Additional terms may apply for services provided by Smarketics, Inc. (for example, the Enterprise Subscription Agreement). If these additional terms are inconsistent with the General Terms of Sale, the additional terms will prevail over these General Terms of Sale.

Please read these terms carefully before placing an order with Smarketics, Inc. By accepting an order with Smarketics, Inc., the client marks his acceptance with these terms.

The client explicitly waives its own standard terms and conditions, even if these were drawn up after these standard terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing.

Our invoices are payable within 15 working days, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, Smarketics, Inc. reserves the right to request a fixed interest payment amounting to 15% of the sum remaining due. Smarketics, Inc. will be authorised to suspend any provision of services without prior warning in the event of late payment.

If a payment is still outstanding more than sixty (60) days after the due payment date, Smarketics, Inc. reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.

Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can Smarketics, Inc. become involved in costs related to a country’s legislation. The amount of the invoice will therefore be due to Smarketics, Inc. in its entirety and does not include any costs relating to the legislation of the country in which the client is located. For clients with a global presence, the applicable pricing is always based on the client location with the highest price list, unless otherwise specified in writing at the time of purchase.

Smarketics, Inc. undertakes to do its best to supply services in due time in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve results. Smarketics, Inc. cannot, under any circumstances, be required by the client to appear as a third party in the context of any claim for damages filed against the client by an end consumer.

In order for it to be admissible, Smarketics, Inc. must be notified of any claim by means of a letter sent by recorded delivery to its registered office within 8 days of the delivery of the goods or the provision of the services.

To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising will not exceed 50% of the total amount paid by the Customer under these terms during the last invoice immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.

Smarketics, Inc. reserves the right to modify these terms at any time without prior notice. The client will be subject to the terms in force at the time of acceptation of those terms.

All our contractual relations will be governed exclusively by United States law. Moreover, any dispute that may arise will be subject exclusively to the jurisdiction of the courts of the Middletown, Delaware arrondissement (United States).