Introduction
Agreement to Terms
These Terms of Use ("Terms") govern your access to and use of the CRM software platform ("Software") provided by 365soft CRM ("we," "us," or "our"). By creating an account, or by accessing or using the Software, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you may not use the Software.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.
Section 01
Eligibility & Business Use
The Software is a business tool intended for use by professionals and organizations for their internal business purposes, and is not directed to, or intended for use by, consumers acting outside a trade, business, craft, or profession. You must be at least 18 years old and legally capable of entering into a binding contract to use the Software.
Nothing in these Terms is intended to limit any statutory right you may have as a consumer under the mandatory law of your country of residence, to the extent such law applies to your use of the Software notwithstanding this clause.
Section 02
Subscription, Fees & Payment
Access to certain features of the Software requires a paid subscription. Fees are set out on our pricing page or order form at the time of purchase and are billed in advance on a recurring basis (e.g. monthly or annually) until cancelled. Unless stated otherwise, subscriptions renew automatically for successive periods equal to the expiring term, and you authorize us (and our payment processors, such as Stripe or PayPal) to charge your chosen payment method for each renewal.
You may cancel auto-renewal at any time before the next billing date through your account settings or by contacting us; cancellation takes effect at the end of the then-current billing period. Fees are exclusive of applicable taxes, levies, or duties unless stated otherwise, and you are responsible for any such amounts. We may change our fees on notice to you, with any change taking effect no earlier than your next renewal.
Except where required by law or expressly stated at the time of purchase, fees are non-refundable. If you are a consumer resident in the EU/UK and applicable law grants you a statutory right of withdrawal for digital services, that right is not affected by this clause.
Section 03
License & Acceptable Use
Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Software for your internal business purposes.
You agree not to:
- Sell, sublicense, rent, lease, or distribute the Software
- Copy, modify, or create derivative works of the Software
- Reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is prohibited by applicable law
- Remove or alter any copyright, trademark, or other proprietary notices
- Use the Software to store or process special category data (e.g. health, biometric, or similar sensitive data) unless you have implemented appropriate safeguards and a lawful basis for doing so
- Use the Software for any illegal, fraudulent, or unauthorized purpose, or in a way that infringes the rights of any third party
- Attempt to gain unauthorized access to the Software or its related systems or networks, or probe, scan, or test its vulnerability
Section 04
User Accounts & Security
You may be required to create a user account to use the Software. You agree to provide accurate and complete information when creating your account, to keep that information up to date, and to keep your login credentials confidential. You are responsible for all activities that occur under your account, and must notify us promptly at [email protected] if you suspect unauthorized use.
Where you invite additional users (e.g. employees or contractors) to your account, you are responsible for their compliance with these Terms and for ensuring they have an appropriate basis to access any personal data made available to them through the Software.
Section 05
Customer Data & Data Protection
As between you and us, you retain all rights in the data, content, and materials you or your users submit to the Software, including any personal data relating to your own contacts, leads, or clients ("Customer Data"). For Customer Data, you act as the data controller and we act as a data processor, processing Customer Data only on your documented instructions and as described in our Privacy Policy and applicable Data Processing Agreement ("DPA"), which is incorporated into these Terms by reference and available on request.
You warrant that you have all necessary rights, consents, and a valid legal basis under applicable data protection law (including the GDPR, where it applies) to submit any personal data to the Software and to instruct us to process it as contemplated by these Terms.
Section 06
Privacy
Our Privacy Policy explains how we collect, use, and disclose personal data when you use the Software in your capacity as our customer (e.g. account and billing data). It is incorporated into, and forms part of, these Terms.
Section 07
Intellectual Property
We and our licensors retain all right, title, and interest in and to the Software, including all underlying software, design, and intellectual property rights. Except for the limited license granted in these Terms, no rights in the Software are granted to you. You may not use our trademarks, service marks, or logos without our prior written consent.
Section 08
Confidentiality
Each party may have access to non-public business, technical, or financial information of the other party ("Confidential Information"). Each party agrees to use the other's Confidential Information only as necessary to perform its obligations under these Terms, and to protect it using at least the same degree of care it uses for its own confidential information, but no less than a reasonable degree of care. This section does not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed under applicable law.
Section 09
Service Availability & Support
We aim to keep the Software available and to provide reasonable support to our customers, but we do not guarantee uninterrupted or error-free operation. We may suspend access for scheduled maintenance, emergency security reasons, or where required to prevent harm to the Software or other users, and will use reasonable efforts to give advance notice where practicable.
Section 10
Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS SECTION EXCLUDES OR LIMITS ANY WARRANTY OR CONDITION THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Section 11
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
NOTHING IN THESE TERMS EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Section 12
Indemnification
You agree to indemnify, defend, and hold us harmless from and against any claims, damages, losses, liabilities, costs, and reasonable expenses (including legal fees) arising out of or relating to your use of the Software, the Customer Data you submit, or your breach of these Terms, except to the extent caused by our breach of these Terms or applicable law.
Section 13
Term and Termination
These Terms remain in effect for as long as you maintain an account or active subscription. Either party may terminate for convenience in accordance with the cancellation terms of the applicable subscription. We may suspend or terminate your access immediately if you materially breach these Terms (including non-payment) and fail to remedy the breach within a reasonable period after notice, or immediately where required to prevent harm to us, other users, or the Software.
Upon termination, your right to use the Software ends, and we will make Customer Data available for export, or delete or return it, as described in our Privacy Policy and DPA. Provisions that by their nature should survive termination (including Sections on Intellectual Property, Confidentiality, Warranty Disclaimer, Limitation of Liability, Indemnification, and Governing Law) will survive.
Section 14
Governing Law and Dispute Resolution
These Terms and your use of the Software are governed by the laws of the jurisdiction in which we are established, without regard to conflict-of-law principles, and any dispute will be submitted to the competent courts of that jurisdiction, in each case without prejudice to any mandatory consumer-protection rules of your country of residence that cannot be excluded by agreement, and without depriving you, where applicable, of the protection afforded by such mandatory rules.
If you are a consumer resident in the EU, you may also be entitled to use the European Commission's Online Dispute Resolution platform to resolve disputes without going to court.
Section 15
General Provisions
Entire Agreement. These Terms, together with our Privacy Policy and any DPA or order form, constitute the entire agreement between you and us regarding the Software and supersede all prior communications and proposals, whether oral or written.
Severability. If any provision of these Terms is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
Force Majeure. Neither party is liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
Waiver. No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right.
Notices. We may provide notices to you by email to the address associated with your account or by posting within the Software.
Section 16
Modifications
We may modify these Terms from time to time to reflect changes in our Software, business practices, or legal requirements. We will post the modified Terms on our website or within the Software and update the "Last updated" date above; where changes are material, we will provide additional notice, such as by email or an in-app notice, before they take effect. Your continued use of the Software after the modified Terms take effect constitutes your acceptance of them.
Section 17
Account Ownership
In the event of a dispute regarding control of an account, the holder of the payment card, or the owner of the PayPal / Stripe account or e-mail address used to pay for the subscription, will be treated as the presumptive authorized owner of that account, without prejudice to any other evidence of authority we may reasonably request.
Section 18
Content & Copyright
The Software may be used for legitimate business purposes in accordance with these Terms. You agree to indemnify and hold 365soft CRM harmless from claims resulting from Customer Data or other content you submit through the Software, except to the extent caused by our own breach of these Terms or applicable law.
Any account found to be in violation of a third party's copyright or trademark rights will have the infringing material expeditiously removed or disabled. An account found to be in repeated violation of intellectual property rights may be suspended and/or terminated.
If you believe your copyright or trademark is being infringed through the Software, please email [email protected] with details sufficient to identify the material and your rights in it.
