Terms & Condition
This Terms of Use Agreement (“agreement”) governs customer’s access and use of the services between Cheu Consultancy Pte. Ltd. and/or its affiliates signing an order form (collectively, “Cheu Consultancy”, “company”, “we” or “us”) with the individual or legal entity licensing the services under this agreement and/or under an applicable order form (“customer” or “you” and together with Cheu Consultancy, the “parties”).
It also constitutes an agreement regarding the access and use of Cheu Consultancy’s website: www.salesduo.io (the “Website”) and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto.
By accepting this agreement while executing an order form that references this agreement, customer agrees to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “customer” “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and shall not be permitted to use the services.
If you do not agree to the terms of this agreement, please do not connect, access or use the services in any manner. Any software provided in connection with the services, is being licensed and not sold to you.
By accepting the terms of this agreement you represent and warrant that any and all information you provide us through the services is true, accurate and complete. The provision of false or fraudulent information is strictly prohibited.
This Agreement is effective between Customer and Cheu Consultancy as of the date of Customer’s accepting this Agreement (the “Effective Date”).
Preamble
Cheu Consultancy provides B2B lead generation services to business owners. Such solutions are provided to customers on a subscription basis; and this Agreement governs the Parties’ relation in connection with Customer’s subscription, access to, and use of the Service (as further defined below).
1. General
Customer will subscribe to the Cheu Consultancy’s Service by executing an order form which shall define: (i) the subscription term; (ii) applicable Cheu Consultancy’s solution to which Customer subscribes; (iii) where applicable – the provision of Professional Services (as defined below); and (iv) any other subscription terms that may be agreed upon by the Parties (“Order Form(s)”).
Upon expiration of an applicable subscription period, the applicable Order Form may be renewed and/or replaced by a new Order Form subject to the terms defined therein. Cheu Consultancy’s Service as specified and defined in an applicable Order Form shall be referred to as the “Service”.
Each Order Form executed by the Parties is governed by this Agreement and is subject thereto. In any event of a conflict or inconsistency between the terms herein and the terms of the Order Form, the terms of the Order Form shall prevail.
2. Right to Use the Service
2.1. Right to Use the Service. Subject to the terms and conditions of this Agreement and of an applicable Order Form then in force, Cheu Consultancy grants to Customer a non-exclusive, non-transferable, non-sub-licensable, limited right to access and use the Service during the subscription term, and in accordance with the usage terms set forth herein and in the applicable Order Form.
For the purpose of this Agreement, “End User(s)” means individual(s) for whom Cheu Consultancy’s Service benefits.
2.2. Usage Restrictions. Other than the rights expressly specified in this Agreement and in an applicable Order Form, no other right or interest whatsoever is granted to Customer in connection with the Service or to the solutions to which it provides access. Without limiting the foregoing, Customer may not:
(i) use the Service for purposes other than the purposes for which it is intended as defined in this Agreement and/or the applicable Order Form;
(ii); rent, lease, lend, sell, sublicense, assign, distribute, or transfer in whole or in part the right to use the Service or any part thereof;
(iii) bypass or breach any security device or protection used by the Service;
(iv) input, upload, transmit, or otherwise provide to or through the Service any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code;
(v) use the Service in any illegal manner or in any way that infringes the right of any third party.
2.3. End Users’ Consent. Customer will be solely responsible to obtain the authorisations, licenses and consents, if and as required by any applicable law, to make the Service available to the End Users, including without limitation pursuant to the terms of Section 5.3 below.
3. Professional Services
If an applicable Order Form includes the provision of certain professional services (which typically include implementation, training with respect of the use of the Service, or assistance in creating Outputs (as defined below)) (“Professional Services”), then such services shall be provided in accordance with the Statement of Work to be attached to the Order Form (“SOW”).
The Professional Services shall be provided remotely (and not at Customer’s site), unless otherwise agreed in writing between the Parties. If agreed, the Professional Services can be performed by a third party.
4. Consideration; Taxes
4.1. Consideration. Customer will timely pay all fees for the Service (“Subscription Fees”), as specified in an applicable Order Form.
4.2. Subscription Fees. The Subscription Fees constitute the consideration for the Cheu Consultancy’s solution. Except as otherwise specified herein or in an Order Form: (i) the fees for the Service are based on the Service purchased and not on actual usage thereof, and fees paid are non-refundable; and (ii) Service ordered under an applicable Order Form and their respective payment obligations are non-cancelable. Notwithstanding the aforementioned, in an event of termination for cause according to Section 11.2. below, due to a material breach by Cheu Consultancy, the foregoing shall not apply to amounts paid for the Service in advance, but which are unused on the date of termination (calculated on a pro-rata basis of the balance period between the termination date and the original term of the applicable Order Form), which may be refundable.
4.3. Invoicing. Customer is responsible for providing complete and accurate billing and contact information to Cheu Consultancy.
4.4. Taxes. Cheu Consultancy’s fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, other charges, domestic or foreign imposed by any federal, state, or local tax authority with respect thereto including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If Cheu Consultancy has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4, Cheu Consultancy will invoice Customer and Customer will pay that amount unless Customer provides Cheu Consultancy with a valid tax exemption certificate authorised by the appropriate taxing authority. To the extent Customer is required by law to withhold income-based taxes based upon the fees hereunder, Customer will deduct such tax from the fees payable to Cheu Consultancy and remit them to the appropriate government authorities; provided that Customer sends Cheu Consultancy a receipt showing the payment of such Tax, and provides Cheu Consultancy with reasonable support and with sufficient evidence to enable Cheu Consultancy to obtain any credits available to it. For clarity, Cheu Consultancy is solely responsible for Taxes assessable against it based on its income, property and employees.
4.5 Returns and Refunds. Cheu Consultancy reserves the right to deny refunds based on its own self discretion and without notice or liability to Customer. Refund requests are assessed on a case by case basis. Should Customer request a refund during the first month of use, all materials produced by Cheu Consultancy are ownership of the company and are prohibited from being used by the Customer in any way. Cheu Consultancy reserves the right to take appropriate legal actions against Customer for breach of this paragraph.
5. Privacy and Data Protection; Security
5.1. Collection and Storage by Cheu Consultancy. For the purpose of providing the Service, the ongoing operation thereof, and/or for security purposes, Cheu Consultancy collects, processes and stores (i) data and/or metadata of End Users which may be considered as personal identifiable information by some jurisdictions (such as IP addresses in logs of End Users, and general End Users’ geolocation (only country and city); (ii) e-mail addresses of Customer’s personnel using the Service to create Outputs, or contacting Cheu Consultancy in connection with the provision of support; all as more fully described in Cheu Consultancy’s privacy policies available at www.salesduo.io/privacy-policy (“Privacy Policy”) which is hereby incorporated by reference to this Agreement.
5.2. Collection and Storage Based on Customer’s Instructions. Additionally, Cheu Consultancy may collect, store and process additional personal information in the course of the use of special features of the Service by Customer, as detailed in the Privacy Policy. In such event, such personal information would be collected, stored and processed only for Customer’s benefit, and according to Customer’s documented instructions as well as any requirements in compliance with relevant regulation.
5.3. Customer’s Undertakings. Customer shall be solely responsible for obtaining all consents and authorisations as may be required by any applicable law, for the collection, storage and processing of information and/or sensitive information by Cheu Consultancy according to Customer’s instructions.
5.4. Security. Cheu Consultancy complies with security standards, such as encryption of data in motion over public networks. Furthermore, Customer’s information is stored with logical separation from information of other customers. In addition, Cheu Consultancy shall have in place and shall comply with documented written policies and procedures, periodically reviewed, covering the administrative, physical and technical safeguards in place and relevant to the access, use, loss, alteration, disclosure, storage, destruction and control of information. Such policies and procedures will include encryption of data, virus detection and firewall utilisation.
5.5. Changes in the Privacy Policy. Cheu Consultancy shall notify Customer (via the Service or by mail) of material changes in the Privacy Policy, within the timeframe set in the Privacy Policy and as further detailed therein (“WM Notice”). In the event the changes in the Privacy Policy adversely or unlawfully changes the material rights of the End Users, Customer will have the right to terminate this Agreement by providing a written notice within thirty (30) days following delivery of WM Notice.
6. Proprietary Rights
6.1. Website Intellectual Property Rights
Unless otherwise indicated, the Website is the property of Cheu Consultancy and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Cheu Consultancy and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of Singapore, foreign jurisdictions and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Cheu Consultancy’s express prior written permission. Cheu Consultancy reserves all rights in the Website, Content and Marks.
6.2. Cheu Consultancy’s Rights. Cheu Consultancy owns and shall retain all right, title, and interest, including Intellectual Property Rights (as defined below), in and to the Service and the solutions provided thereby, and all the underlying software and technology, all as may be updated, improved, modified or enhanced from time to time; and further – in and to the brand names, logos and trademarks related to the foregoing. In addition, subject to Customer’s ownership rights pursuant to Section 6.3 below, Cheu Consultancy owns and shall retain all rights, including Intellectual Property Rights in and to the outputs of the Service, generated by Cheu Consultancy, including to the extent allowable by law the content created by Cheu Consultancy and the default designs and “look and feel” thereof.
For the purpose of this Agreement, “Intellectual Property Rights” means any and all intellectual property rights, whether registered or not, worldwide including, without limitation, all the following: (i) copyrights, including moral rights, registrations and applications for registration thereof; (ii) computer software programs, data and documentation; (iii) patents, patent applications and all related continuations, divisional, reissue, design patents, applications and registrations thereof, certificates of inventions; (iv) registered designes; and (v) trademarks, trademark applications, domain names, trade secrets and Confidential Information (as defined below).
6.3. Customers Ownership. Customer owns and shall retain all right title and interest in and to the Content (as defined below) which is (i) provided by Customer to Cheu Consultancy for the purpose of the provision of the Service and/or the Professional Services; and/or (ii) to the extent applicable, created by Cheu Consultancy specifically for Customer under the provision of Professional Services, and which incorporates or is based on Customer’s copyrighted work and/or Customer’s Confidential Information or other Customer Content according to sub-sections (i) and (ii) above (“Customer Content”). Customer Content specifically excludes Content provided by Cheu Consultancy which does not use Customer Content, the Outputs’ “look and feel”, and Cheu Consultancy’s Confidential Information and Intellectual Property.
“Content” means content such as text, data, images, photographs, video, audio, and similar types of content used in, or for creating, Outputs.
6.4. Customer hereby grants to Cheu Consultancy a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), and royalty-free license to use the Customer Content and its affiliates solely for the purpose of providing the Service to Customer pursuant to this Agreement and the applicable Order Form.
6.5. Feedback. Cheu Consultancy may, at its discretion and for any purpose, freely use, modify, and incorporate into its Service any feedback, comments, or suggestions provided by Customer or End Users (other than Customer Content), if any, without any additional obligation of Cheu Consultancy to Customer or the applicable End Users. Cheu Consultancy always reserves the right to share the Customer’s work publicly (social media, website, etc.) unless agreed upon as stated in section 12.5 of this document.
7. Warranty
7.1. Representations. Cheu Consultancy represents and warrants to Customer that (i) during the term of each applicable Order Form, the Service will substantially conform to the specifications as set forth in such Order Form; and (ii) the Professional Services performed by or on behalf of Cheu Consultancy under this Agreement will be performed in a professional and workmanlike manner and by personnel that has the necessary skills, training and background to perform such Services.
7.2. Exclusive Warranty. The warranties contained in this section 7 are exclusive, and are in lieu of all other warranties, express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, or arising by a course of dealing or usage of trade. This section does not limit, and is without prejudice to, the provisions of section 10 below.
8. Limitations of Liability and Indemnification
Cheu Consultancy and its directors, employees, members, independent contractors or agents shall not be liable to Customer or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Customer’s use of the Website. Customer agrees to defend, indemnify and hold harmless, Cheu Consultancy and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of Customer’s representations and warranties set forth herein; (4) Customer’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Cheu Consultancy reserves the right, at Customer’s expense, to assume control and defense of any matter for which Customer shall be required to indemnify Cheu Consultancy. Customer agrees to cooperate with the defense of such claims.
9. Customer’s Responsibilities
In addition to any other undertaking or responsibility of Customer as set forth in this Agreement, any applicable Order Form, SOW or an exhibit hereto or thereto, Customer shall be solely responsible and liable for, and in connection with: (i) the manner in which Customer and the End Users use the Service (ii) Customer Content, including without limitation Customer’s rights to use such Content in connection with the Service; (iii) information, data or other Content provided by End Users; and/or (iv) compliance by Customer with any and all applicable laws and with third parties’ rights in connection with the foregoing.
10. Limitation of Liability
10.1. Limitation on Indirect Liability. To the fullest extent permitted by law, in no event shall Cheu Consultancy be liable under this agreement for (i) indirect, special, incidental, consequential, exemplary, or punitive damages, or (ii) for loss of use, business, revenues, or profits; in each case, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose.
10.2. Limitation on Amount of Liability. To the fullest extent permitted by law, and other than in the event of wilful misconduct or gross negligence, breach of its confidentiality obligations, or as set forth below in this section 10.2, Cheu Consultancy’s aggregate liability under each order form shall not exceed the amount paid by customer for the applicable order form, and Cheu Consultancy’s aggregate liability under this agreement shall not exceed the amount paid by customer during the twelve (12) months prior to the event giving rise to the liability (“liability cap”).
11. Term, Termination and Suspension of Service
11.1. Term. This Agreement commences on the Effective Date and will remain in effect for so long as Customer has an applicable Order Form in effect, unless otherwise terminated in accordance with the provisions herein.
11.2. Termination. Either Cheu Consultancy or Customer may terminate this Agreement and any Order Form thereunder, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days. Cheu Consultancy shall also have the right to terminate this Agreement according to the provisions of Section 13.2.3.
11.3. Effects of Termination. In any event of termination of this Agreement by either Party: All rights granted hereunder shall immediately expire and any and all use and/or exploitation by Customer and/or on its behalf of the Services, and any part thereof, shall immediately cease and expire. Provisions contained in this Agreement that are expressed or by their sense and context are intended to survive the termination of this Agreement shall so survive the termination, including without limitation Section 4 (Consideration due for the period prior to termination), Section 5 (Privacy, with respect to the period prior to termination) and Sections 6 through 13 (inclusive).
12. Confidentiality
12.1. For the purpose of this Agreement, “Confidential Information” means any non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), that is designated in writing as confidential or if disclosed orally – is reduced to writing and titled as “confidential” within 15 days following the disclosure and sharing with the Receiving Party. Confidential Information shall include, but is not limited to, technological information such as know-how, software, data, programs, inventions, ideas, processes, formulas, developments, designs, materials, business information such as marketing and selling, budgets, prices and costs, information about the Disclosing Party’s employees, Affiliates, suppliers and customers, and trade secrets. Confidential Information does not include information that is: (i) public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of breach or negligence by the Receiving Party; (ii) already known by the Receiving Party prior to its receipt from the Disclosing Party; (iii) independently developed at any time by the Receiving Party without use of or reference to Confidential Information; (iv) rightfully obtained by the Receiving Party from other unrestricted sources.
12.2. Protection of Confidential Information. All Confidential Information delivered, made available or otherwise acquired pursuant to this Agreement shall (i) not be copied, distributed, disseminated or made available in any way or form by Receiving Party without the prior written consent of the Disclosing Party; (ii) be maintained in strict confidence using the same degree of care that the Receiving Party takes to protect its own confidential information, but in no event less than reasonable care; (iii) may only be disclosed to those employees, contractors and/or service providers of Receiving Party who have a need to know in connection with purposes consistent with this Agreement, and who are bound by a written obligation of confidentiality no less restrictive as those set forth herein; and (iv) shall not be used by Receiving Party for any purpose, except for the purposes of this Agreement, without the prior written consent of the Disclosing Party. For the avoidance of doubt, Confidential Information including personal information collected through the use of the Services shall be used, collected, retained, processed and deleted in accordance with the provisions of Section 5 above.
12.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
12.4. Expiration. The provisions of this Section 12 shall survive the natural expiration or termination of this Agreement for: (i) any reason for a period of three (3) years; (ii) (7) years following their disclosure, or (iii) any provision of the law affecting confidentiality, whichever is earlier.
12.5. NDA. Cheu Consultancy reserves to right to share the work on digital channels including social media, website, etc. unless otherwise agreed upon. The Customer reserves the right to issue an NDA between themselves and Cheu Consultancy, which in turn would void the right of Cheu Consultancy to share or discuss Customer’s work publicly.
13. Miscellaneous
13.1. Entire Agreement. This Agreement, including all exhibits hereto and all applicable Order Forms, constitute the entire agreement between Customer and Cheu Consultancy with respect to the subject matter of this Agreement and supersede and replace any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement, including previous non-disclosure agreements between the Parties.
13.2. Assignment; Change of Control
13.2.1. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent, not to be unreasonably withheld; such consent shall not, however, be required, in connection with an assignment to an affiliate or a successor in interest in connection with any merger, consolidation, reorganization or restructuring, or the sale of substantially all of a Party’s assets as long as such successor or assignee of this Agreement agrees in writing to be bound by this Agreement and by the terms of any outstanding Order Form.
13.2.2. In any event of an assignment by a Party to this Agreement, or of any other form of Change of Control, the assigning Party or the Party undergoing a Change of control, as applicable, will notify the other Party in writing immediately upon the consummation of such event (“Assignment Notice”).
For the purpose hereof a “Change of Control” means that a Party has undergone a change of control transaction, such that the holders of the such Party’s outstanding stock capital, as of immediately prior to such transaction, owning less than 50% of the voting power of the surviving or resulting entity’s outstanding stock capital immediately after such transaction.
13.2.3. Notwithstanding anything to the contrary in this Section 13.2, in the event that Customer had subscribed to the Service for an unlimited number of End Users, per an applicable Order Form, and such Customer has assigned this Agreement in accordance with Section 13.2.1 above, or has undergone a Change of Control, Cheu Consultancy shall have the right (but not the obligation) to terminate this Agreement at will, upon a thirty (30) days prior written notice, within the ninety (90) days following receipt of an Assignment Notice.
13.3. Electronic Communications, Transactions and Signatures. Customer hereby consents to receive electronic communications from Cheu Consultancy and Customer agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. Customer hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by Cheu Consultancy or through the Website. Customer hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.
13.4. Website
13.4.1. Modification. Cheu Consultancy reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Cheu Consultancy reserves the right to modify or discontinue all or part of the Website without notice and without liability to Customer.
13.4.2. Prohibited Activities. Customer shall not access or use the Website for any purpose other than that for which the Website is made available to the Customer. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Cheu Consultancy on behalf of the Customer. Further, Customer agrees to refrain from the following: Make any unauthorized use of the Website; Retrieve data or content for the purposes of creating or compiling a database or directory; Circumvent, disable, or otherwise interfere with security-related features on the Website; Engage in unauthorized framing or linking of the Website; Trick, defraud or mislead Cheu Consultancy or other users; Interfere with, disrupt or create an undue burden on the Website or Cheu Consultancy’s networks or servers; Use the Website in an effort to compete with Cheu Consultancy; Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website; Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof; Harass, annoy, intimidate or threaten any of Cheu Consultancy’s employees, independent contractors or agents providing services through the Website; Delete the copyright or other rights notice from any Content; Copy or adapt the Website’s software; Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website; Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism; Disparage, tarnish or otherwise harm Cheu Consultancy; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
13.4.3. Management and Oversight. Cheu Consultancy reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation. Cheu Consultancy further reserves the right to restrict or deny access to the Website or disable the Customer’s use of the Website. Such decision shall be in the sole discretion of Cheu Consultancy, without notice or liability to Customer. All decisions regarding the management of the Website shall be at the sole discretion of Cheu Consultancy and shall be designed to protect Cheu Consultancy’s rights and property.
13.5. Governing Law and Jurisdiction. The law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, including its exhibits, the Order Forms and SOWs, and the courts that have jurisdiction over any such dispute or lawsuit, depend on the Cheu Consultancy entity entering into this Agreement as detailed below.
A. Cheu Consultancy Pte. Ltd.
- Governing law: Singapore
- Courts with exclusive jurisdiction: Singapore
13.6. Export Restrictions. The Services and other technology Cheu Consultancy makes available, and derivatives thereof may be subject to export laws and regulations of Singapore and/or other jurisdictions. Customer shall not permit Users to access or use any of the Services in violation of any Singapore export law or any other regulation.
13.7. Other Provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. Any notice required or permitted to be given by either Party under this Agreement shall be in writing and may be delivered by courier, sent by registered letter, and shall be effective upon receipt or, if sent by email, upon proof of being sent. Any notice to either Party shall be sent to the contact information listed in the applicable Order Form. A copy of notices to Cheu Consultancy shall also be sent to hello@salesduo.io. No failure or delay by any Party at any time to enforce one or more of the terms, conditions or obligations of this Agreement will (i) constitute waiver of such term, condition or obligation; (ii) preclude such Party from requiring performance by the other Party at any later time; or (iii) be deemed to be a waiver of any other subsequent term, condition or obligation, whether of like or different nature.
In any event of a conflict or inconsistency between the terms herein and the terms of the Order Form, the terms of the Order Form shall prevail. Any additional or conflicting terms contained in purchase orders issued by Customer with respect to the subject matter hereof are hereby expressly rejected and shall have no force or effect on the terms of this Agreement or any Order Form.
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the Parties.
Except for payment obligations, neither Cheu Consultancy nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance). Except to the extent required by applicable law, there are no third-party beneficiaries under this Agreement.
13.8. Variation. Cheu Consultancy reserves the right to vary any of the terms and conditions of this agreement subject to written notice to be provided to Customers within thirty (30) days of the change. Should any dispute arise over the terms of the variation and in the event the changes adversely or unlawfully changes the material rights of End Users, Customer will have the right to terminate this Agreement by providing a written notice within thirty (30) days of the written notice of variation.
14. Contact Information
For any questions or complaints regarding the Website, please contact us at hello@salesduo.io
Last Updated: 8 May 2024
