Terms & Conditions
If you are using RealtimeCRM, then you and/or your company have given consent to these terms.
This is your End User Licence Agreement for RealtimeCRM. Please read this carefully before using the RealtimeCRM service and you may want to retain a copy for your records. When you accept these terms, you confirm that you are duly authorised on behalf of the Client to place an order for RealtimeCRM subject to the terms and conditions set out below. You also warrant that the information submitted in signing up is correct and accurate to the best of your knowledge.
A: PROPERTY OF REALTIMECRM FOLLOWING ACCEPTANCE OF THIS END USER LICENCE AGREEMENT YOU MAY ACCESS AND USE THE REALTIMECRM SOFTWARE THROUGH OUR SERVERS. THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT, ARE AND REMAIN THE PROPERTY OF CAMBRIDGE SOFTWARE LIMITED (‘CAMBRIDGE SOFTWARE LTD’’, ‘REALTIMECRM’, ‘WE’, ‘US’ AND ‘OUR’).
B: LICENCE ACCEPTANCE PROCEDURE BY CLICKING ON THE ACCEPTANCE BUTTON DURING THE REGISTRATION PROCEDURE, YOU INDICATE ACCEPTANCE OF THIS END USER LICENCE AGREEMENT AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT IN THIS END USER LICENCE AGREEMENT. SUCH ACCEPTANCE IS ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT (‘CLIENT’). IN THIS END USER LICENCE AGREEMENT, ‘YOU’ INCLUDES BOTH THE READER AND ANY CLIENT. YOU SHOULD THEREFORE READ THIS END USER LICENCE AGREEMENT CAREFULLY BEFORE CLICKING ON THE ACCEPTANCE FIELD. IF YOU DO NOT AGREE TO THE TERMS OF THIS END USER LICENCE AGREEMENT, DO NOT USE THE WEBSITE OR THE SERVICE.
C: USER REJECTION CAMBRIDGE SOFTWARE LTD MAY IN OUR ABSOLUTE DISCRETION REJECT YOUR COMPANY FROM USING THE REALTIMECRM SERVICE WITHIN 21 DAYS OF SUBMISSION, IN WHICH CASE YOU WILL BE NOTIFIED OF SUCH REJECTION BY E-MAIL.
The following terms as used in this Agreement have the following meanings:
“Agreement” means this End User Licence Agreement which may be amended by Cambridge Software Ltd from time to time in accordance with its terms;
“RealtimeCRM” means the online Business Management platform managed by Cambridge Software Ltd and provided through the Website and other properties;
“RealtimeCRM Technology” means all the proprietary technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by Cambridge Software Ltd in providing the Service;
“Client”, “you”, “yours” means you, the corporate entity or organisation ordering the Service(s);
“Client Data” means any data, information or material provided or submitted by or on behalf of the Client to RealtimeCRM and/or the Service or generated by the Service in the course of using the Service including but not limited to data held in the Service;
“Content” means the documents, software, materials, products and services contained or made available to the Client in the course of using the Service;
“Defect” means an error in the operation of the Service that causes the Service to fail to operate substantially as documented;
**“Effective Date”** means the date upon which this Agreement is accepted by the Client;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights (including rights in computer software), trade marks, service marks, trade names, domain name rights, database rights, design rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“Law” means any applicable law (statutory, common or otherwise), legislation (primary or secondary), statutory provision, statutory instrument, constitution, treaty, convention, ordinance, equitable principle, code, directive, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity in any relevant jurisdiction;
“Service(s)” means the online Business Management services developed, operated, and maintained by Cambridge Software Ltd (and its licensors, where applicable), or ancillary online or offline products and services provided to the Client by Cambridge Software Ltd, to which the Client is being granted access under this Agreement, including the RealtimeCRM Technology and the Content;
“User(s)” means the Client’s employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by the Client (or by Cambridge Software Ltd at the Client's request); and
**“Website”** means realtimecrm.co.uk
2. Privacy; Disclosure
a. Upon signing up for the Service and at subsequent times as requested by Cambridge Software Ltd, You agree to provide to Cambridge Software Ltd your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, the addresses where the Service will primarily be used, email address, contact phone number, credit/debit card information, and other data which may be necessary to administer your account (collectively, “Registration Data”). You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes.
b. If you provide Registration Data that is, or that Cambridge Software Ltd suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Cambridge Software Ltd has the right, in its sole discretion, to suspend or terminate the Service and refuse any and all current or future use of the Service by you, your business(es), affiliates and all users of your account. At all times, you shall maintain and promptly update Registration Data.
4. Licence Grant and Restrictions
a. Subject to and conditional upon the Client's compliance with the terms of this Agreement, Cambridge Software Ltd hereby grants to the Client a non-exclusive, limited, personal, revocable, non-transferable, right to use the Service, solely for the Client's own internal business purposes, subject to the terms and conditions of this Agreement.
b. All rights not expressly granted to the Client are reserved by Cambridge Software Ltd and its licensors.
c. The Client may not access the Service if they are a direct competitor of Cambridge Software Ltd or any of Cambridge Software Ltd's businesses or associated companies, except with Cambridge Software Ltd’s prior written consent.
d. In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Unless agreed in advance in writing, The Client shall not: (i) license, sublicense, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
e. The Client may use the Service only for internal business purposes and shall not (nor authorise any third party to): (i) store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (ii) store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorised access to the Service or its related systems or networks.
f. Cambridge Software Ltd, in our sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to RealtimeCRM and the Service. You acknowledge and agree that Cambridge Software Ltd has no obligation to make available to You any subsequent versions of RealtimeCRM or the Service. In addition, you and Cambridge Software Ltd acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to RealtimeCRM or the Service and that Cambridge Software Ltd is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent such maintenance and support is required under applicable Law.
g. RealtimeCRM and the Service may be integrated with third party applications, websites, and services (“Third Party Services”) to make available content, products, and/or services to you. These Third Party Services may have their own terms and conditions of use and privacy policies and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Cambridge Software Ltd does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Services or for any transaction you may enter into with the provider of any such Third Party Services.
5. The Client's Responsibilities
a. The Client is solely responsible for all activity occurring under their User accounts and shall abide by all applicable Law in connection with their and their Users’ use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall:
b. You shall not use RealtimeCRM or the Service for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with Cambridge Software Ltd’s ability to provide a high quality Service to other clients, prevents or restricts other clients from using the Service, or damages any of Cambridge Software Ltd’s or other clients’ property. If Cambridge Software Ltd finds that you are using the Service for anything other than as permitted by this Agreement or for any of the prohibited uses in this Agreement, Cambridge Software Ltd may at our sole discretion terminate your Service with immediate effect. Prohibited uses include, but are not limited to:
c. You further understand and agree that:
d. You agree not to directly or indirectly through a third party engage in any conduct or make any communication (public or private) that disparages Cambridge Software Ltd, RealtimeCRM or the Service in any way. Such communications include, but are not limited to, publishing, posting, printing, disseminating, or otherwise making such disparaging statements on or through the Internet, in any blog, or through any other form of social media. You further agree not to solicit or encourage, directly or indirectly, any such statements, comments, or communications by any third-party. In accordance with the termination provisions below, Cambridge Software Ltd may terminate your access to RealtimeCRM or the Service if you breach the requirements of this section.
e. If we, in our sole discretion, consider you to be in breach of this Agreement, or likely to be in breach of this Agreement, we may take any action we think is necessary to protect RealtimeCRM, the Service and its users. We may:
6. Account Information and Data
a. Cambridge Software Ltd does not own any of the Client Data. The Client, nor Cambridge Software Ltd, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and Cambridge Software Ltd shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.
b. In the event this Agreement is terminated (other than by reason of the Client's breach), Cambridge Software Ltd shall advise the Client how it may retrieve the Client Data but it will be the sole responsibility of the Client to retrieve a copy of their Client Data within 30 days of termination after which time, to the extent permitted by applicable Law, Cambridge Software Ltd may delete all such data.
c. Cambridge Software Ltd reserves the right to withhold, remove and/or discard Client Data without notice for any breach by the Client without limitation. Upon termination by Cambridge Software Ltd for any breach, the Client’s right to access or use Client Data immediately ceases, and Cambridge Software Ltd shall have no obligation to maintain or store or forward any Client Data
7. Intellectual Property Ownership
b. Cambridge Software Ltd alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the RealtimeCRM Technology, the Content, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Service, the RealtimeCRM Technology or the Intellectual Property Rights owned by Cambridge Software Ltd. The RealtimeCRM name, the RealtimeCRM logo, and the product names associated with the Service are trade marks of Cambridge Software Ltd or third parties, and no right or licence is granted to use them.
c. You are only entitled to the limited use of the rights expressly granted to you in this Agreement. You will not take any action to jeopardise, limit, restrict or interfere with Cambridge Software Ltd’s Intellectual Property Rights or do any other action or thing which otherwise has the effect of jeopardising, limiting, restricting or interfering with Cambridge Software Ltd's ownership or use of such Intellectual Property Rights. You acknowledge and agree that any unauthorised use of the RealtimeCRM Technology and the Content is a breach of this Agreement, as well as a breach of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that may be accessed through RealtimeCRM or the Service is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
8. Setup and Training Services
Setup and training services may be available on request from Cambridge Software Ltd. Their availability and cost will be subject to agreement between the parties.
9. Excess Data Storage Fees
Disk maximum storage space allowance provided to the Client is at the sole discretion of Cambridge Software Ltd and Cambridge Software Ltd reserves the exclusive right to amend this at any time without notice.
This Agreement commences on the Effective Date. You understand and agree that Cambridge Software Ltd may at any time, and without additional notice to you, terminate, modify, suspend, discontinue, or block access to some or all of the features of RealtimeCRM or the Service if:
a. Cambridge Software Ltd determines that you have materially breached this Agreement (without limiting the generality of the foregoing any unauthorised use of the RealtimeCRM Technology or Service by the Client will be deemed a material and irremediable breach of this Agreement).
b. Cambridge Software Ltd determines that you did not or will not reasonably comply or cooperate with any applicable Law.
c. Cambridge Software Ltd is ordered by any regulator, law enforcement or other government agency to suspend or terminate the Service.
d; You bring any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against Cambridge Software Ltd, or participate in any class action lawsuit against Cambridge Software Ltd.
e; You make any disparaging statement (whether written, oral, electronic, or otherwise) against Cambridge Software Ltd, the Service, RealtimeCRM or Cambridge Software Ltd's employees, contractors, agents, investors, affiliates, or other representatives.
f. Cambridge Software Ltd determines that such action is necessary to protect, maintain, or improve the Service; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect Cambridge Software Ltd, our clients, or other third parties affiliated with Cambridge Software Ltd; or for any other good cause. You also understand that Cambridge Software Ltd may terminate this Agreement without cause upon thirty (30) days’ prior written notice.
11. Termination Consequences
a. Upon any termination or suspension of your account, Cambridge Software Ltd may immediately deactivate or delete your account and all related information and files in your account and/or restrict any further access to such files, information, or Service.
b. Cambridge Software Ltd shall not be liable to you or any third party for any reason for terminating or suspending your use or access to RealtimeCRM or the Service.
c. The provisions of this Agreement relating to intellectual property ownership, Client representations and warranties, confidentiality, use policies and restrictions, storage of user information, publicity rights, non-disparagement, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, modifications, interpretation, dispute resolution and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by Law.
12. Representations and Warranties
a. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
b. Cambridge Software Ltd represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially as documented under normal use and circumstances. The sole remedy for breach of this warranty shall be correction of any Defects by Cambridge Software Ltd within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that such remedial work is commercially practicable, and the Client provides all the information that may be necessary to assist Cambridge Software Ltd in resolving the Defect, including sufficient information to enable Cambridge Software Ltd to recreate the Defect.
c. You represent, warrant and undertake to Cambridge Software Ltd that:
13. Confidential Information
Cambridge Software Ltd will use its reasonable commercial endeavours to keep all Client Data confidential, providing that Client Data may be disclosed to Cambridge Software Ltd's employees, representatives, consultants, contractors or agents (who in turn will be legally bound to keep the Client Data confidential). The obligation to keep the Client Data confidential will not apply to any information that:
a. The Client shall indemnify and hold Cambridge Software Ltd, its licensors and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with:
b. In connection with a claim for indemnification pursuant to this Clause 14, Cambridge Software Ltd shall:
15. Disclaimer of Warranties
a. Cambridge Software Ltd and its licensors do not guarantee that:
b. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable Law by Cambridge Software Ltd and its licensors. Cambridge Software Ltd makes no representations or warranties that the Service is free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights. The entire risk associated with the use of the Service shall be borne solely by you.
c. In addition, Cambridge Software Ltd makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any Third Party Services (or the content thereof).
d. Although every effort is made to ensure that data transmissions of Client Data are secure, Cambridge Software Ltd makes no guarantees of security, although we will comply with legislation regarding notification of breaches.
16. Internet Delays
Cambridge Software Ltd’s Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Cambridge Software Ltd is not responsible for any delays, delivery failures, or other damage resulting from such problems.
17. Force Majeure
In this Agreement, “force majeure” shall mean any cause preventing Cambridge Software Ltd from performing any or all of Cambridge Software Ltd’s obligations which arise from or are attributable to acts, events, omissions or accidents beyond Cambridge Software Ltd’s reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors. Cambridge Software Ltd shall not be in breach of this Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing Cambridge Software Ltd’s failure or delay in performance. If the force majeure event prevails for a continuous period of more than 2 months, the Client may terminate this Agreement by giving 14 days’ written notice to Cambridge Software Ltd. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to Cambridge Software Ltd’s rights in respect of any breach of this agreement occurring prior to such termination.
18. Limitation of Liability
a. Nothing in this Agreement will exclude or limit Cambridge Software Ltd's liability for:
b. Cambridge Software Ltd shall not be liable for any damages or losses as a result of a force majeure event, or from your or your Users’ use of a Third Party Service.
c. To the fullest extent permitted by Law, in no event shall Cambridge Software Ltd or its affiliates be liable to you or any third party for indirect, incidental, consequential, or punitive damages of any kind whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if Cambridge Software Ltd has been informed in advance of such damages or such damages could have been reasonably foreseen by Cambridge Software Ltd.
d. Without limiting the foregoing, Cambridge Software Ltd shall not be liable for any of the following losses (whether direct, indirect, incidental or consequential):
e. Subject to paragraph (a) of this clause, in no event shall Cambridge Software Ltd's aggregate liability exceed the sum of £5,000 in total. In recognition of the nature of the Service, you acknowledge and agree that such allocation of liability between us is reasonable, appropriate and fair in the circumstances.
f. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.
Cambridge Software Ltd may give notice by means of electronic mail to the Client's e-mail address on record in RealtimeCRM's account information. Such notice shall be deemed to have been given upon the expiration 12 hours after sending the email.
20. Modification to Terms
Cambridge Software Ltd reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or the Website and shall be deemed effective 12 hours after electronic delivery or notification. Continued use of the Service after any such changes shall constitute the Client’s consent to such changes.
21. Assignment; Change in Control
a. This Agreement may not be assigned by the Client without the prior written approval of Cambridge Software Ltd but may be assigned without the Client's consent by Cambridge Software Ltd to:
b. Any purported assignment in violation of this section shall be void.
c. Any actual or proposed change in control of the Client that results or would result in a direct competitor of Cambridge Software Ltd directly or indirectly owning or controlling 50% or more of the Client shall entitle Cambridge Software Ltd to terminate this Agreement for cause immediately upon written notice.
a. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the English courts.
b. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
c. No joint venture, partnership, employment, or agency relationship exists between the Client and Cambridge Software Ltd as a result of this Agreement or use of the Service.
d. The failure of Cambridge Software Ltd to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Cambridge Software Ltd in signed writing authorised by a director of Cambridge Software Ltd.
23. Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
24. Acceptance of Agreement
By ticking the acceptance field during the registration process, you confirm acceptance of this End User Licence Agreement, which shall constitute a binding contract between Cambridge Software Ltd and the Client, subject to the ability of Cambridge Software Ltd within 21 days to reject the Client.
25. Company information
Cambridge Software Limited is incorporated under the laws of England, with company number 8534878. Cambridge Software Ltd's registered address is: 4 Fenice Court, Phoenix Business Park, St Neots, Cambridgeshire, PE19 8EP