These terms and conditions apply to services provided by FunnelBud Marketing AB, org. no: 559011-8294, a Swedish limited liability company, with a registered office in Stockholm, Sweden, hereinafter referred to as FunnelBud. The general terms and conditions together with an order form you might have signed are the terms for the agreement between you as Customer and FunnelBud.
PLAIN LANGUAGE things
scope of service
Our core license fee includes services aimed at making the system the best it can be for you. We may invest upwards of 100-200 hours during the first year and often well into the second year. (Our price list has limits, but in practice, we often invest more because we recoup our costs over time as the license works for you and you continue subscribing.)
As a result of this, over 50% of FunnelBud's clients are certified as "Dragons", while the market average is 5%. Our client churn is considerably lower than market average.
Our core scope of service is system features setup and customizations, while you are responsible for ongoing and repeating work such as setting up campaigns. Some packages may include a limited amount of such services too.
Currency and pricing changes
As with most software solutions, pricing may be adjusted annually with a 5-10% index rate depending on current costs, new features, software improvements and market conditions.
If you are charged in another currency than USD, please note that our pricing is based on the USD prices, and we may adjust our local currency prices during your subscription based on the dollar exchange rates.
POTENTIAL EXTRA COSTS AND OVERAGE
General overages and costs associated with those are described by our Overages document. These include for example number of contacts, number of email sends, number of page impressions, additional costs for sync tools, or additional costs for add-on sales tools.
In addition to these costs, we may use the built in Litmus Test functionality to test emails and templates we build for you, in order to make sure they work well in different email clients, in situations where:
A) We build new templates for you to fulfill our services to you.
B) When you request us to fix some email for you.
Litmus tests cost between $1-$3.50 per test. We will limit our testing to max $25 in any given month. If more is required, we will ask you in advance. (Please keep in mind that this cost will be zero almost every month, and will only happen when we are actively building or fixing emails for you, which almost only happens during new email template designs.)
RENEWAL AND CANCELLATION
Annual license renews 2 months before the sign up date unless cancelled or switched to monthly before then. Monthly term renews every month on the 27th and you may cancel at any time, after which one more renewal will run. If cancelled, the final month will be used for exports and the system will be inactive. Data will be provided to you in standard formats.
FunnelBud invests heavily in setting up your license, customizing it, and providing training and consulting - all at no charge. Our goal is to help you build and use an effective sales and marketing machine, so that you'll continue subscribing and we can recoup our costs over time. Thus, while you are free to cancel your license at any time, we don't transfer the license to another agency. We may make exceptions at our sole discretion. Should that be applicable, we will require the agency to pay for the value at the market rate of the hours we've logged to date, above what the license margin covers before the license may be transferred.
WHAT YOU ARE NOT ALLOWED TO DO
You are not allowed to:
- Reverse-engineer or create derivative works from our stuff.
- Use these to benefit a third party.
- Remove proprietary notices or labels.
- Share your logins to any FunnelBud software or system with any of our direct competitors, add our direct competitors as users in any of our software or system, or in any other way give them access. You are also not allowed to share with them any templates, processes we implement, software, solutions, implementations, know-how about how we work, or anything else they might reverse engineer to compete with us.
- Mass-email contacts who did not opt in (this is illegal in some countries, against ours and any other respectable email platform's policies, and even if it would be allowed it is not good practice and will harm your domain reputation which will cause even your normal emails to not reach people's inboxes). Read more about this in our help portal: Can I send to purchased lists?
LEGAL LANGUAGE things
RESTRICTIONS AND RESPONSIBILITIES
Customer may not, directly or indirectly: reverse engineer, decompile, disassemble, share with FunnelBud's direct competitors or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the services or any Software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by FunnelBud or authorized within the Services); use the services or any Software for the benefit of a third party; add any of FunnelBud's direct competitors as users of any Software; or remove any proprietary notices or labels.
CONFIDENTIALITY; PROPRIETARY RIGHTS
Each party understands that the other party has disclosed or may disclose business, technical or financial information relating to the party’s business, “Proprietary Information”. Proprietary Information of FunnelBud includes non-public information regarding features, functionality and performance of the service. Proprietary Information of Customer includes non-public data provided by Customer to FunnelBud to enable the provision of the Services. Each party agrees: (i) to take reasonable precautions to protect Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Each party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the services. FunnelBud shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
PAYMENT OF FEES
Customer will pay FunnelBud the then applicable fees described in the order form for the services and implementation services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. FunnelBud reserves the right to change the Fees or applicable charges and to institute new charges and Fees half-yearly, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that FunnelBud has billed Customer incorrectly, Customer must contact FunnelBud no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to FunnelBud’s client support department.
FunnelBud may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by FunnelBud fourteen (14) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than Swedish taxes based on FunnelBud's net income.
Customer hereby authorizes FunnelBud to run, or have run, credit card authorizations on all credit cards provided by Client, to store credit card details as Clients method of payment for Services, and to charge Client’s credit card (or any other form of payment authorized by FunnelBud or mutually agreed to between Customer and FunnelBud).
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
WARRANTY AND DISCLAIMER
FunnelBud and any applicable vendors shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform implementation services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by FunnelBud or by third-party providers, or because of other causes beyond FunnelBud’s reasonable control, but FunnelBud shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, FunnelBud does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, FUNNELBUD AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND FUNNELBUD'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO FUNNELBUD FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FunnelBud HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer will not violate any laws or third party rights on or related to FunnelBud. Without limiting the generality of the foregoing, Customer agree to comply with all applicable import and export control laws and third parties proprietary rights.
Customer consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of FunnelBud. Notices hereunder will be invalid unless made in writing and given (a) by FunnelBud via email (in each case to the email address that you provide), (b) a posting on the FunnelBud Site or (c) by you via FunnelBud. The date of receipt will be deemed the date on which such notice is transmitted. No modification or amendment to this Agreement will be binding upon FunnelBud unless signed by a duly authorized representative of FunnelBud.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).