SERVICES AGREEMENT
Detailed below are the complete Terms and Conditions governing the purchase and use of services provided by SOFT FORCE (the “Company” or “SOFT FORCE”). These Terms & Conditions may be changed at any time. Any changes become effective when posted at SOFT FORCE’s website or such other URL as SOFT FORCE may provide from time to time (the “Website” and/or “Site”).
BY PURCHASING, ACCESSING, OR USING THE SERVICES, THE CUSTOMER AGREES TO THESE TERMS AND CONDITIONS AS A WHOLE.
1. Parties; Definitions
1.1 “Customer” / “You” – the individual or entity purchasing, accessing, or using the Services.
1.2 “Services” – any service(s) provided by SOFT FORCE, including (without limitation) consulting, marketing, technology, operational support, managed services, content, deliverables, and related support, as described in an Order Form, Proposal, Insertion Order (“IO”), Statement of Work (“SOW”), invoice, or on the Website.
1.3 “Deliverables” – work product created by SOFT FORCE specifically for Customer under an IO/SOW (if applicable), such as reports, documents, creative assets, implementations, or configurations.
1.4 “Order” / “Order Form” – a written confirmation of the Services purchased (including scope, pricing, term, and payment method), including by invoice acceptance, email confirmation, click-accept, or signature.
1.5 “Third-Party Services” – products, platforms, software, search engines, social media networks, directories, hosting providers, payment processors, ad networks, CRMs, analytics tools, or other third-party services used by Customer or integrated with the Services.
1.6 “Confidential Information” – any non-public information disclosed by either Party to the other, including pricing, commercial terms, strategies, processes, know-how, client lists, technical information, credentials, and business information.
1.7 “Program Policies” – any usage rules, technical requirements, or policies published by SOFT FORCE on the Website or provided in writing, which may be updated from time to time. Program Policies shall supplement these Terms and (where stated) may supersede certain operational provisions.
2. Scope of Services
2.1 SOFT FORCE will provide the Services described in the applicable IO/SOW and will use commercially reasonable efforts to perform such Services in a professional manner.
2.2 Unless explicitly stated in writing, the Services do not include legal advice, tax advice, investment advice, regulated financial services, or any service requiring a license in Customer’s jurisdiction.
2.3 SOFT FORCE may rely on Customer instructions, information, and approvals. Delays or failures caused by Customer (or Customer’s third parties) may impact timelines and outcomes and shall not constitute breach by SOFT FORCE.
2.4 SOFT FORCE may update the Services, methodologies, tools, and processes as part of continuous improvement, provided the overall intent of the Services remains materially consistent with the IO/SOW.
2.5 To the extent the Services involve interacting with Third-Party Services (e.g., claiming profiles, submitting support tickets, managing disputes, or content moderation), Customer hereby grants SOFT FORCE limited authority to act on Customer’s behalf as necessary to perform the Services. Customer represents that it has the standing and rights required to authorize such actions.
3. Customer Responsibilities
3.1 Customer shall provide accurate, timely, and complete information reasonably required for SOFT FORCE to perform the Services, including access, credentials, approvals, brand materials, technical requirements, and decision-making availability. Customer represents that all information, materials, and facts provided to SOFT FORCE (including those regarding disputes, complaints, or negative publicity) are accurate, truthful, and complete.
3.2 Customer is solely responsible for:
- Compliance with applicable laws and regulations in the jurisdictions where Customer operates;
- Ensuring Customer’s use of the Services (and any Deliverables) is lawful;
- Obtaining any internal or third-party approvals required for campaigns, content, publications, software installations, or operational changes.
3.3 Customer shall not use the Services to engage in unlawful, harmful, deceptive, or abusive conduct, including (without limitation) malware/spyware distribution, unauthorized access attempts, spamming, fraud, or IP infringement.
3.4 Customer shall promptly notify SOFT FORCE of any complaint, claim, investigation, or issue that may reasonably relate to the Services or create risk to SOFT FORCE or its providers.
4. Third-Party Services and Dependencies
4.1 Customer acknowledges that the Services may depend on Third-Party Services and their respective algorithms, policies, and terms of use. SOFT FORCE does not control Third-Party Services and is not responsible for their availability, content moderation decisions, ranking criteria, algorithm changes, pricing, suspensions, or errors.
4.2 If Customer requests SOFT FORCE to integrate, configure, or work within Third-Party Services, Customer represents it has the necessary rights and permissions to do so and will provide access.
4.3 Any third-party fees (platform fees, ad spend, hosting, tools, subscriptions, clearance/processing fees) are Customer’s responsibility unless explicitly included in an IO/SOW.
5. Fees, Invoicing, and Payment
5.1 Fees are as set forth in the applicable IO/SOW/invoice (“Fees”). Unless stated otherwise, Fees are exclusive of taxes, duties, and levies, which may be charged where applicable.
5.2 Payment terms are as stated in the invoice or Order Form. If not stated, payment is due within 7 days of invoice date.
5.3 Late payments may result in service suspension and/or late fees to the maximum extent permitted by law, and Customer remains responsible for all outstanding amounts.
5.4 SOFT FORCE may require upfront payment, a deposit, or milestone payments, depending on the Services.
5.5 Customer is responsible for any bank fees, wire fees, intermediary fees, currency conversion charges, or payment processing fees, which may be deducted from amounts received.
5.6 SOFT FORCE may suspend Services for non-payment, compliance concerns, suspected fraud, chargebacks, or material risk.
6. Changes; Additional Work
6.1 Any change to scope, assumptions, timelines, or Deliverables may require a written change order and may result in additional Fees.
6.2 Requests outside the agreed scope may be billed at SOFT FORCE’s then-current rates or per a revised IO/SOW.
7. Intellectual Property; License
7.1 SOFT FORCE Materials. Any tools, templates, processes, software, methodologies, know-how, and pre-existing materials used by SOFT FORCE (“SOFT FORCE Property”) remain the sole property of SOFT FORCE.
7.2 Customer Materials. Customer retains ownership of its pre-existing materials (logos, trademarks, content, data, brand assets). Customer grants SOFT FORCE a limited license to use such materials solely to perform the Services.
7.3 Deliverables. Unless otherwise agreed in writing:
- Upon full payment, Customer receives a limited, non-exclusive, non-transferable license to use Deliverables internally for its business purposes;
- SOFT FORCE retains ownership of underlying methods, templates, and general know-how.
7.4 Customer shall not reverse engineer, copy, resell, sublicense, or distribute SOFT FORCE Property except as expressly permitted in writing.
8. Confidentiality
8.1 Each Party shall keep the other Party’s Confidential Information strictly confidential and use it solely to perform under this Agreement.
8.2 Confidential Information shall not be disclosed except to employees/contractors on a need-to-know basis who are bound by confidentiality obligations.
8.3 Confidentiality obligations do not apply to information that is publicly available through no breach, independently developed, or rightfully received from a third party.
8.4 Upon request, each Party will return or destroy the other Party’s Confidential Information, except where retention is required by law or reasonable internal compliance.
9. Compliance and Restricted Content
9.1 Customer is solely responsible for ensuring that any content, article, PR, video, review, UGC, information, offers, claims, marketing materials, ads, landing pages, communications, and campaign/marketing/reputation activity comply with applicable laws, platform rules, and industry requirements.
9.2 SOFT FORCE does not provide legal review unless explicitly agreed in writing. Any guidance is provided “as-is” and does not constitute legal advice.
9.3 Customer shall not request or use the Services for:
Prohibited content under platform policies (as applicable).
Unlawful activities;
Misleading claims;
Impersonation;
IP infringement;
10. Disclaimer of Warranty
10.1 SOFT FORCE PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE” TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10.2 SOFT FORCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY OF RESULTS.
10.3 SOFT FORCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY SPECIFIC OUTCOME WILL BE ACHIEVED.
10.4 SOFT FORCE MAKES NO WARRANTY REGARDING THE SPECIFIC DECISION OF ANY THIRD-PARTY SERVICE, INCLUDING BUT NOT LIMITED TO: (A) THE REMOVAL OR SUPPRESSION OF CONTENT; (B) SPECIFIC SEARCH ENGINE RANKINGS OR VISIBILITY; OR (C) THE APPROVAL OR SUSPENSION OF ANY ACCOUNT OR CAMPAIGN. ALL SUCH OUTCOMES ARE SUBJECT TO THE THIRD PARTY’S SOLE DISCRETION.
11. Limitation of Liability
11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOFT FORCE SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOFT FORCE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO SOFT FORCE FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11.3 Customer acknowledges that results may depend on external factors outside SOFT FORCE’s control (platform changes, market behavior, third-party downtime, Customer delays, compliance issues, etc.)
12. Indemnification
12.1 Customer agrees to indemnify, defend, and hold harmless SOFT FORCE and its directors, officers, employees, contractors, and agents from and against any claim, demand, cause of action, damages, losses, liabilities, and reasonable attorneys’ fees arising from:
Customer’s misuse of the Services or Deliverables.
Customer’s materials, instructions, content, or business activities;
Customer’s breach of this Agreement;
Customer’s violation of law or third-party rights;
13. Term; Suspension; Termination
13.1 Term. This Agreement begins upon acceptance and continues for the term stated in the IO/SOW, or until terminated as permitted herein.
13.2 Suspension. SOFT FORCE may suspend Services immediately upon notice if required for compliance, security, fraud prevention, non-payment, or material risk.
13.3 Termination for Convenience. Either Party may terminate an ongoing monthly/retainer engagement with 30 days’ written notice unless the IO/SOW specifies otherwise.
13.4 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches and fails to cure within 10 days of notice (where cure is possible).
13.5 Effect of Termination.
All outstanding Fees become immediately due.
Customer shall cease use of any SOFT FORCE Property not licensed for continued use.
Sections intended to survive (including Confidentiality, IP, Fees owed, Liability limits, Indemnities, Governing Law) shall survive.
14. Force Majeure
14.1 Neither Party shall be liable for delays or failure to perform due to events beyond reasonable control (including war, acts of terror, governmental action, outages, strikes, disasters, platform-wide failures, or provider disruptions). The affected Party will use commercially reasonable efforts to resume performance.
15. Notices
15.1 Notices shall be in writing and delivered by email, courier, or registered mail to the addresses specified in the IO/SOW/registration details, and shall be deemed received according to reasonable delivery confirmation standards.
16. Assignment
16.1 SOFT FORCE may assign this Agreement to an affiliate or successor without Customer’s consent. Customer may not assign without SOFT FORCE’s prior written consent.
17. Governing Law; Jurisdiction
17.1 This Agreement shall be governed by the laws specified in the IO/SOW, and disputes shall be brought exclusively in the courts specified therein. If not specified, then the governing law and jurisdiction shall be Republic of Cyprus
18. Entire Agreement; Severability
18.1 This Agreement (including IO/SOWs and Program Policies incorporated by reference) constitutes the entire agreement and supersedes prior discussions and agreements regarding the Services.
18.2 If any provision is held invalid or unenforceable, the remaining provisions remain in full force to the maximum extent permitted by law.