Commercial Terms & Conditions

The following Commercial Terms and Conditions apply to all Quotes, Orders, and Proposals issued by Sales Force Management Software, Ltd. also known as Digital-Clay (“Digital-Clay”) In the event of any conflict between these T&C’s and any other document, these T&C’s and its Appendices shall prevail.

1. Definitions

“Client” refers to the company or entity receiving the Services or Software (as hereinafter defined) provided by Digital-Clay.

“EULA” refers to the Digital-Clay End User License Agreement.

“Services” means all consulting, customization, support, software development, integration, installation, upgrade, automation, training, or related services delivered by Digital-Clay.

“Software” means the Digital-Clay proprietary no-code platform or any software Digital-Clay developed for the Client.

“T&Cs” refers to this document of Commercial Terms & Conditions.

“Agreement” refers to the Digital-Clay’s quote, proposal, Statement of Work (“SoW”) referencing these T&Cs, including any schedules, appendices, or exhibits.

2. Scope of Work

All Services and Software provided will be described in the Agreement. Any additional work or change requests must be agreed in writing and may incur additional charges.

3. Payment

  1. All fees for Software or Services are payable in full as specified in the applicable quote or invoice.
  2. Unless specified otherwise in the Agreement, all payments are due within 30 days of the invoice date.
  3. Digital-Clay reserves the right to withhold delivery of Services or access to Software until full payment has been received.

4. Intellectual Property

  1. All intellectual property created or provided by Digital-Clay, including the Software, Services and proprietary methodologies (“Proprietary Information”), remains the sole property of Digital-Clay.
  2. The Client receives a non-exclusive, non-transferable license to use the Software as long as the client has a valid license, subject to the license’s limitations and expiration and the terms of the EULA.
  3. The Client retains ownership of any data records added to the system and any data imported into the database by Digital-Clay on the Client’s behalf.
  4. If the Client builds a solution using the Digital-Clay platform, they retain ownership of any intellectual property within the solution they create, excluding any functionality provided by the Digital-Clay platform itself. The ability to use the actual solution depends on maintaining a valid license for the platform.
  5. If Digital-Clay develops any part of the solution, it retains ownership of the portions it created unless otherwise specified in a separate agreement.

5. Confidentiality

Each Party undertakes that it shall not disclose any Confidential or Proprietary Information received from the other Party in accordance with and as defined in the Mutual Non-Disclosure Agreement.

6. Warranties

  1. Digital-Clay warrants that it will provide Services and Software in a professional manner.
  2. No warranties are made regarding specific outcomes, business results, and Digital-clay shall not be responsible for any down-time or performance of the Client’s systems, including, but not limited to that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. No oral or written information or advice given by Digital-Clay shall create a warranty.
  3. ALL SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

  1. NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES SUFFERED OR INCURRED BY THE OTHER PARTY, IRRESPECTIVE OF WHETHER SUCH LOSSES OR DAMAGES WERE WITHIN THE CONTEMPLATION OF THE PARTIES ON THE EFFECTIVE DATE OR WHETHER THE INJURED PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AT ANY TIME.
  2. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING ANY CLAIM UNDER WHICH SUCH LIABILITY AROSE.

7A. Indemnification

  1. The Client represents and warrants that the Client’s content incorporated into any product, project or business activity shall not infringe upon any copyrights. Client shall indemnify and hold harmless Digital-Clay for any breach of this representation and warranty.
  2. A Party seeking to enforce an indemnity under this Section 7A will: (a) give the indemnifying party prompt notice of the claim or action concerned; (b) provide the indemnifying party with sole authority to defend the claim; (c) provide reasonable cooperation with the indemnifying party in the management, defense and settlement of such claim or action, at the indemnifying party’s request and expense; and (d) use commercially reasonable efforts to mitigate its losses incurred in connection with the claim or action. This Section 7A provides the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any claim or proceeding subject to indemnification hereunder.

8. Client Responsibilities

  1. The Client agrees to provide timely access to personnel, systems, and information as reasonably required for Digital-Clay to perform the Services and Software installation or upgrades.
  2. The Client is responsible for configuring and implementing security features in accordance with company policies and applicable laws.
  3. The Client is solely responsible for backups, data security, and ensuring compliance with all applicable laws requiring security measures.

9. Subcontracting & Third-Party Services

Digital-Clay may engage subcontractors and utilize third-party vendors or service providers (such as hosting platforms, APIs, or libraries) in the performance of its obligations.

10. Compliance with Laws

The Client agrees to comply with all applicable laws and regulations related to its use of Digital-Clay’s Services and Software.

11. Order of Precedence

In the event of a conflict between these T&Cs, the EULA, and any signed Agreement, the following order shall prevail:

1. T&Cs –> 2. Agreement –> 3. EULA

12. Termination

  1. Unless specified otherwise in the Agreement, either party may terminate the Agreement with 30 days’ written notice. If terminated, the Client shall pay for all Services and Software fees delivered up to the date of termination. Digital-Clay may terminate immediately for non-payment or breach of these T&Cs by the Client.
  2. Termination or expiry of these T&Cs or any Agreement shall be without prejudice to the respective rights and liabilities of each of the Parties accrued prior to such termination or expiry.
  3. All licenses granted between the Parties shall be terminated, with the exception that the termination of this T&Cs or any Agreement shall not affect the terms of the EULA which shall continue in full force and effect notwithstanding the termination of this Agreement.
  4. All rights and obligations of the parties under this agreement or the relevant Agreement (as applicable) shall cease to have effect immediately upon termination or expiry of this agreement or the relevant Agreement (as applicable) save that the clauses of this agreement which are expressed to survive its termination or expiry, or which from their nature or context it is contemplated that they are to survive termination or expiry shall continue in force following termination or expiry of this agreement.

13. Governing Law

These T&Cs shall be governed by and construed in accordance with the laws of Israel, without regard to conflict of law principles. Any disputes shall be subject to the exclusive jurisdiction of the courts of Jerusalem.

14. Entirety Clause

These T&Cs, together with any applicable Agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous communications.

15. Amendments

No modification or waiver of these T&Cs shall be binding unless made in writing and signed by both parties.

16. Force Majeure

Digital-Clay shall not be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, labor strikes, war, cyberattacks, or government actions.

17. Marketing and Customer Reference

Unless explicitly requested otherwise in writing by the Client, Digital-Clay may publicly identify the Client as a customer and may use the Client’s name and logo in its marketing materials, website, and sales presentations solely for reference purposes. Digital-Clay will not disclose any confidential information without prior written consent.

By accepting a quote or engaging in Software and/or Services, the Client agrees to be bound by these T&C’s.