Terms of Service
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These Terms of Service (the “Agreement”) are entered into by and between Buildze Ltd., a company registered in England and operating as Teamsmiths (“Teamsmiths”), and the entity or person accessing Teamsmiths' services (“Customer” or “you”). This Agreement includes the terms and conditions set forth herein and any Order Forms that reference this Agreement. If you are accessing or using Teamsmiths services on behalf of a company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” refer to your company.
Please note that Teamsmiths may modify the terms of this Agreement in accordance with Section 9.4 (Amendment; Waivers).
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BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING TEAMSMITHS SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED HEREIN. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE TEAMSMITHS SERVICES.
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1. Definitions
1.1 “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity, so long as such control exists. For the purposes of this definition, “control” means beneficial ownership of more than 50% of the voting rights or equity interests.
1.2 “Confidential Information” includes all information disclosed by either party that is designated as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure. This does not include information that is independently developed by the receiving party, lawfully received from a third party, or becomes publicly available through no breach of this agreement.
1.3 “Services” refers to the team coaching and performance enhancement services provided by Teamsmiths, including related digital platforms and tools as described in the applicable Order Forms.
1.4 “Documentation” means any user manuals, technical manuals, and any other materials provided by Teamsmiths, in printed, electronic, or other form, that describe the functionality, components, features, or requirements of the services, including any aspect concerning the installation, configuration, integration, operation, or use of the services.
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2. Service Use and Account Management
2.1 Account Registration. You must register for an account to use Teamsmiths' services. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Teamsmiths reserves the right to suspend or terminate any account that is suspected to contain inaccurate, outdated, or incomplete information.
2.2 Access to Services. Subject to the terms and conditions of this Agreement, Teamsmiths grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes. This right is contingent upon your compliance with this Agreement and any applicable Order Forms.
2.3 Use Restrictions. You shall not: (a) Reverse engineer, decompile, or disassemble the Services or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (b) Modify, translate, or create derivative works based on the Services; (c) Rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services; (d) Use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (e) Remove any proprietary notices or labels on the Services.
2.4 Customer Responsibilities. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees, or a third party (including your contractors or agents), and Teamsmiths is not responsible for unauthorized access to your account. You will contact Teamsmiths immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen.
2.5 Beta Services. Teamsmiths may offer certain Services as closed or open beta services ("Beta Services") for the purpose of testing and evaluation. You agree that Teamsmiths has the sole authority and discretion to determine the period for testing and evaluation of Beta Services. You will be under no obligation to acquire a subscription to use any paid service as a result of your participation in a Beta Service.
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3. Customer Data and Privacy
3.1 Customer Data. You retain all rights to any data, information, or material that you submit to the Services in the course of using the Services ("Customer Data"). Teamsmiths will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you authorize or as permitted by this Agreement and as required by law.
3.2 Data Protection. Teamsmiths will implement reasonable and appropriate measures designed to help you secure your data against accidental or unlawful loss, access, or disclosure.
3.3 Data Processing Agreement. If the processing of personal data is involved, the parties will execute a Data Processing Agreement that outlines the responsibilities and obligations of both parties, in compliance with applicable data protection laws, including the UK GDPR.
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4. Fees and Payment
4.1 Fees. The fees for the Services provided under this Agreement are set forth in the Order Forms. Unless otherwise stated in the Order Form, all fees are quoted in British Pounds Sterling (GBP).
4.2 Payment Terms. Payment obligations are non-cancelable, and except as expressly stated in this Agreement, fees paid are non-refundable. You are responsible for providing complete and accurate billing and contact information to Teamsmiths and notifying us of any changes to such information.
4.3 Invoicing and Payment. Teamsmiths will invoice you in accordance with the terms in the Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information on file with Teamsmiths.
4.4 Late Payment. If any invoiced amount is not received by Teamsmiths by the due date, then without limiting Teamsmiths' rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
4.5 Taxes. All fees are exclusive of taxes, and you are responsible for payment of all taxes and duties associated with your purchases hereunder, except for taxes based on Teamsmiths' net income. You will not withhold any taxes from payments to Teamsmiths.
5. Suspension of Service and Acceleration
5.1 Suspension for Non-Payment. Teamsmiths may suspend your access to all or any part of the Services upon ten (10) days' notice to you of non-payment of any amount due hereunder if such amount remains unpaid at the end of such period.
5.2 Suspension for Ongoing Harm. Teamsmiths may suspend your access to the Services if you are using the Services in a way that causes or is likely to cause harm to us or other customers. You will be notified in advance unless it is determined that immediate suspension is necessary to prevent or mitigate damage.
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6. Proprietary Rights and Confidentiality
6.1 Proprietary Rights. As between Teamsmiths and you, Teamsmiths owns all rights, title, and interest, including all intellectual property rights, in and to the Services, including any improvements, enhancements, or modifications thereto. You acknowledge that you are obtaining only a limited right to use the Services and that irrespective of any use of the words "purchase", "sale" or like terms, no ownership rights are transferred to you under this Agreement.
6.2 Confidentiality. Each party agrees to protect the other party's Confidential Information from unauthorized use, access, or disclosure in the same manner as each party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
6.3 Feedback. You may provide feedback, suggestions, and ideas about the Services. You agree that Teamsmiths is free to use, disclose, adopt, and otherwise exploit any and all feedback without obligation to you.
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7. Indemnification
7.1 By Teamsmiths. Teamsmiths agrees to defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the use of the Services as permitted under this Agreement infringes or misappropriates the third party's intellectual property rights and will indemnify you for any adjudicated final judgments or settlements.
7.2 By Customer. You agree to defend Teamsmiths against any claims, demands, suits, or proceedings made or brought against Teamsmiths by a third party arising from your use of the Services in breach of this Agreement or applicable laws, including but not limited to your violation of the third party's intellectual property rights, and will indemnify Teamsmiths for any adjudicated final judgments or settlements.
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8. Limitations of Liability
8.1 Limitation on Indirect Liability. Neither party will be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, data, business, or goodwill, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose, or otherwise, even if advised of the possibility of such damages.
8.2 Cap on Liability. Teamsmiths' total liability to you from all causes of action and under all theories of liability will be limited to and shall not exceed the amounts paid by you to Teamsmiths under the Order Form during the twelve (12) months prior to the claim giving rise to such liability.
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9. General Provisions
9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws rules.
9.2 Notices. Any notices under this Agreement should be given in writing and sent by registered mail, recognized national overnight delivery service, or electronic mail with confirmation of receipt to the addresses set forth in the Order Forms or as otherwise specified by each party.
9.3 Entire Agreement. This Agreement, together with any Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, and warranties.
9.4 Force Majeure. Neither party will be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from any cause or condition beyond such party's reasonable control.
9.5 Amendment and Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
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