Terms of Service – Professional Services

Last Revised: September 2021

These Terms and Conditions (“T&C’s”) are effective from the date of signature of the Service Order by and between Storemaven Ltd. (“Storemaven”) and the party executing the Service Order (“Client”) provides the terms and conditions for certain Professional Services to be provided by Storemaven to Client related to Client’s use of the Platform and Services, as defined in the Terms of Service between the parties (the “Terms”). All terms not otherwise defined in these T&C’s shall have the meanings provided in the Terms. 

  1. Services to be provided 

Storemaven agrees to provide Client with certain professional services (“Professional Services”) as shall be agreed from time to time under a work order or ordering document (each, an “Service Order”), and Client agrees to pay the fees for such Professional Services provided in accordance with the terms herein. Without limiting the foregoing, Storemaven will perform the Professional Services described in each applicable Service Order agreed upon between the parties, in accordance with the schedule specified in each applicable Service Order to be attached hereto. For the avoidance of doubt, when Storemaven performs the Professional Services, Storemaven may use third parties, vendors and service providers. Client hereby agrees to the use of such third parties in the context of this T&C. 

  1. Term and Termination
    1. These T&C’s shall remain in effect until the earlier of: (a) the completion of the Professional Services under an applicable Service Order, (b) termination or expiration of the Terms. Either Party may terminate These T&C with immediate effect if the other Party materially breaches these T&C and such breach remains uncured thirty (30) days after having received written notice thereof.
    2. Upon any termination of a Service Order in accordance with Section 2.1 above, Storemaven shall have no further obligation to perform Professional Services to the Client. Termination of an Service Order resulting from a material breach by Client of a material term of an Service Order and/or these T&C’s will not relieve Client of its obligations to pay any fees and other charges that accrued under the terms of these T&C’s prior to such termination. 
  2. Fees and Payment
    1. Fees, payment and other related terms related to the Professional Services shall be set forth in each Service Order 
    2. Invoices will set forth in reasonable detail all incurred costs and the undisputed portions thereof shall be due and payable within 30 days of invoice date. 
    3. Any amounts payable by Client hereunder which remain unpaid after the due date shall be subject to the terms set forth in each Service Order.
  3. Proprietary Rights 

The parties hereby acknowledge that unless otherwise agreed to in writing, Client shall retain ownership in any deliverables developed by Storemaven and provided to Client in accordance with a Service Order (“Deliverables”), including all intellectual property and proprietary rights therein. Notwithstanding the foregoing, any other results and/or developments arising from the Professional Services, including but not limited to any methodologies (either existing or developed), or feedback received from Client, will be subject to the terms set forth in Section 7 (Title & Ownership) in the Terms.  Client hereby grant Storemaven a royalty-free, fully paid, non-exclusive,  license to use, access, adjust, and display Client data and the Deliverables, solely for the purpose of: (i) providing you with the Professional Services (including, the Deliverables); (ii) administering and making improvements to the Storemaven services, as well as carrying out related tasks; and (iii) collecting and analyzing aggregated statistics, metrics, insights, and general trend data about the Professional Services provided to the Client (including, the Deliverables) for, amongst other things, Storemaven’s marketing and promotional purposes.  

  1. Limitation of Liability 

Storemaven’s liability for damages from any cause of action whatsoever relating to the Professional Services and/or these T&C’s shall be limited to the amounts actually paid by Client to Storemaven for the Professional Services under the applicable Service Order out of which the liability arose. 

  1. Disclaimer of Warranty

TO THE MAXIMUM EXTENT POSSIBLE BY LAW, THE DELIVERABLES ARE PROVIDED BY STOREMAVEN TO CLIENT “AS IS” AND “AS AVAILABLE” AND STOREMAVEN MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE DELIVERABLES, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  CLIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES CAN OR WILL STOREMAVEN ACCEPT ANY RESPONSIBILITY FOR THE QUALITY, AMOUNT, ACCURACY, TIMELINESS, RELIABILITY, APPROPRIATENESS, CONTENTS OR OTHER SIMILAR CHARACTERS OF THE DELIVERABLE. STOREMAVEN DOES NOT WARRANT THAT THE DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS AND THAT THE DELIVERABLES WILL OPERATE IN THE COMBINATIONS WHICH CLIENT MAY SELECT FOR USE. THESE DISCLAIMERS SHALL APPLY WHETHER OR NOT THE CLIENT MADE ANY USE OF THE DELIVERABLES. CLIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES DOES STOREMAVEN ACT AS A PROFESSIONAL CONSULTANT OR ADVISOR TO THE CLIENT, AND THAT INFORMATION PROCESSED AND PERSONALIZED BY THE SERVICES AND PROVIDED TO THE CLIENT (INCLUDING, WITHOUT LIMITATION THE DELIVERABLES) DOES NOT CONSTITUTE PROFESSIONAL ADVICE (BUSINESS, LEGAL, FINANCIAL OR ANY OTHER) AND SHOULD NOT BE TREATED AS SUCH. FOR THESE KINDS OF ADVICE, PLEASE CONSULT A QUALIFIED EXPERT. STOREMAVEN DOES NOT WARRANT TO THE CLIENT A POSSIBILITY TO OBTAIN A FINANCIAL OR ANY OTHER TYPE OF OUTCOME AS A RESULT OF USE OF THE SERVICES (AS DESCRIBED UNDER THE TERMS), INCLUDING, THE DELIVERABLES. 

  1. Confidentiality 

Each Party and their respective employees shall use the information and data acquired from the other Party or third parties under a Service Order only in connection with the performance of the Professional Services, and shall not disclose to any third party, during the period of these T&C’s and thereafter, any such information and data that is not in the public domain. Notwithstanding the foregoing, Client agrees and understands that Storemaven may disclose such information and/or data to its contractors and other third parties for the performance of the Professional Services. The parties further agree that the confidentiality provisions set forth in the Terms between the parties shall apply to these T&C’s, mutatis mutandis.

  1. Relationship. 

It is hereby clarified that Storemaven is an independent contractor of Client under these T&C’s and Storemaven nor anyone on its behalf is entitled to any of the benefits or rights to which employees of Client are entitled, and Storemaven shall be solely responsible for all of its employees and its labour costs and expenses arising in connection therewith.