Salpo CRM Terms and Conditions:
Welcome to Salpo CRM, a cloud based Customer Relationship Management ( "CRM" ) system (the "Service") which is designed for businesses of all sizes. Please read these terms and conditions of use carefully (the "Terms") before using the Website and the Service as they form a legally binding contract between us. These Terms apply to the entire content of the website at https://www.salpo.com and www.lhlive.com (together, the "Website"), the use by You of all Salpo services provided and any correspondence between us.
If You (the "Customer" and "You") use the Website then You indicate that You accept these Terms regardless of whether or not You choose to register to use the Service. If You do not accept these terms, then please do not use the Website or the Service. These Terms are issued by Salpo Technologies Ltd, a private limited company registered in England with number 06419096 whose registered office is at Festival House, Jessop Avenue, Cheltenham, Gloucestershire, GL50 3SH, UK (the "Company" and "We"). Our VAT number is 921509442.When You open a trial account or place an order for the Service by clicking "Create Account" You confirm that You have read, understood and agree to be bound by these terms.
You confirm that (i) in the case of an individual, You are at least 18 years old, or (ii) the director or person who completes the order for Services has the necessary authority to act on the Customer's behalf and to bind the Customer to the contract and all details given or provided are accurate and up to date.
When You place the order You will receive a confirmation email that creates the contract between us.
If You do not agree to these Terms, then we are unwilling to allow You access to the Website and/or the Service. Please do not access and/or use our Website and/or Service.
1.1 In consideration of Your opening a trial account and/or the payment by You of the then current fees specified at https://www.salpo.com/customer-relationship-management/crm-pricing/(as applicable) and You agreeing to abide by these Terms, we grant You access to use the Website and the Service on the terms set out in this document.
1.2 By accessing any part of the Website or the Service, You shall be deemed to have accepted the Terms in full which shall take effect immediately on your first use of the Website or Service. If You do not accept the Terms in full, You must leave the Website immediately.
1.3 The Company may revise these Terms at any time by updating them on the Website. Please check the Website from time to time to review the then current Terms, because they are binding on You. They are available at https://www.salpo.com/crm-terms-and-conditions
1.4 Any amendments, modifications, enhancements or changes to the Service made available by the Company from time to time shall be subject to these Terms.
1.5 If You are 18 years old or Younger You may not register with us. By entering your details You are stating You are 18 years old or older.
2. RIGHTS GRANTED
2.1 You are permitted to use the Service for your own internal business purposes or for Your own personal use on the following basis:
(a) You have provided your legal full name, a valid email address, and any other information requested in order to complete the sign-up process; and
(b) if You provide or otherwise make available the Service in whole or in part in any form to any person including your employees, ("Invitees") You undertake to ensure that all Invitees comply with these Terms and acknowledge that You shall remain responsible and liable for the acts or omissions of all Invitees to the same extent as if You had carried out such acts or omissions yourself.
2.2 Subject to the provisions of clause 2.3, all copyright and other intellectual property rights in the Service and material on the Website (including without limitation photographs and graphical images) are owned by the Company or its licensors. Any use of extracts from the Website for any purpose is prohibited and You will not attempt to copy, modify, duplicate, download, transmit, mirror or in any other form attempt to copy or build a similar product or similar service.
2.3 All copyright and intellectual property rights in any information uploaded by You or your employees to the Service shall remain vested in You, your employees or your licensors and are your responsibility to maintain.
2.4 No part of the Website or Service may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without the Company's prior written permission.
2.5 Any rights not expressly granted in these Terms are reserved.
3. SERVICE ACCESS & TECHNICAL SUPPORT
3.1 Whilst the Company uses commercially reasonable endeavours to ensure that the Website and Service is normally available 24 hours a day, the Company shall not be liable if for any reason the Website or Service is unavailable at any time or for any period. The Company will endeavour to carry out planned maintenance during a maintenance window outside of standard UK business hours and to provide at least 2 Normal Business Hours' notice in advance of any unplanned maintenance.
3.2 Access to the Website and the Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company's control.
3.3 The Company will provide technical support to then current paying subscribers to the Service by email only unless You are paying for a pricing plan that specifically includes telephone support. Technical support will only be provided for bugs or errors in the Service that are reproducible by the Company. You agree to provide the Company with full and accurate details of all bugs and errors in the Service requested by the Company. You acknowledge that the Company provides no warranty that all or any bugs or errors in the Service will be corrected.
3.4 The Company may, at its sole discretion, provide training and configuration services for additional cost as agreed at the time between the two parties.
4. ACCEPTABLE CONDUCT
4.1 You are prohibited from posting or transmitting to or from the Website and/or the Service any material:
(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
(b) for which You have not obtained all necessary licences, consents and/or approvals; or
(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
4.2 You may not use the Website or the Service:
(a) in any way that breaches any applicable local, national or international law or regulation;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm minors in any way; or
(d) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).4.3 The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of clause 4.1 or 4.2.
5. REGISTRATION, CHARGES & PAYMENT
5.1 Each account is for use by either a single legal entity (e.g. a company or a partnership) or an individual user. You may provide Invitees with access to your account by inviting them to register as a user of your account. This is done so on an individual user basis and You will not allow any Invitee account to be used by more than one individual. The Company does not permit users to share any user name and password with any other person nor with multiple users on a network.
5.2 Responsibility for the security of any usernames and passwords issued (including those of any Invitees) rests with You.
5.3 For paying accounts, You agree to provide us with a valid credit card number or alternative agreed method and authorise us to deduct from such card or alternative agreed method, payment of the then current monthly or annual license fees ("Fees"), as applicable. The Fees are posted on our website and we may vary these from time to time at our sole discretion: please see our Pricing Page https://www.salpo.com/customer-relationship-management/crm-pricing/ for the rates currently in force. The credit card must be registered in either Your name or that of your organisation. Credit card payments are subject to validation and authorisation checks by the card issuer.
5.4 Each account has a file / data storage allowance based on the pricing plan that your account is subscribed to. If You go over that allowance, then there will be an additional monthly charge for every Gigabyte that You store over that allowance. These charges will be charged monthly in arrears and added to your credit card charge each month. Data storage charges are included in our price plans, for the rates in force for the current month please see http://salpo.com
5.5 For paying accounts the Service is billed monthly or annually in advance on or around the same day in the month or the same date in the year according to when your account is created. Payments are non-refundable, and no refunds or credits will be given for any partial use within any month or any year.
5.6 Accounts are charged on a per user basis. Users added mid-month will be charged on a pro rata basis for the period of the month for which they have access to the system. Charges for users removed from the system will be reduced from the following monthly charge in the case of billed monthly accounts and from the following annual bill in the case of billed annually accounts.
5.7 If You upgrade from a free or trial account to a fee paying account there is no further trial period. You will be charged for your first month immediately following any such upgrade.
5.8 Please note that if You downgrade your Service then You may lose content, features or capacity. We do not accept any liability for these losses.
5.9 All fees quoted are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on your use of the Service and shall be the responsibility of, and payable by, You. If your place of business is within the EU (excluding the UK) and You provide us with a valid VAT registration number then we will not charge You VAT. If your place of business is outside of the EU then we will not charge You VAT. In all other circumstances if You reside or have your place of business within the EU then we will add UK VAT to our fees at the then current rate.
5.10 For monthly billed plans, Salpo shall be entitled to increase the Fees upon 30 days' prior notice to the Customer and any account shall be deemed to have been amended accordingly. For annually billed plans, Salpo shall be entitled to increase the Fees upon 30 days' notice prior to the annual renewal date.
5.11 We reserve the right to suspend your Service immediately if You fail to provide us with valid credit card details that enable us to charge the full amount of any outstanding fees and charges within 7 days of the due date. We will provide prior notice of our intention to suspend your Account by email to your then registered email address. If no payment is made to clear the full amount of any outstanding fees and charges within a further 14 days your account and all associated data will be deleted and the agreement between us set out in these Terms shall be automatically terminated.
6.1 While the Company endeavours to ensure that the information provided on the Website and the information provided in connection with the Service is correct, the Company does not warrant the accuracy and completeness of such material. The Company may make changes to the material on the Website or to the Service, or to the products and prices described on the Website, at any time without notice. The material on the Website may be out of date, and the Company makes no commitment to update such material.
6.2 The material on the Website and the Service is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, the Company provides You with access to the Website and the Service on the basis that the Company excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which, but for this legal notice, might have effect in relation to the Website or the Service.
6.3 Status of Pre-Contractual Statements - Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
6.4 You acknowledge that:
(a) the Service has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Service as described on the Website meet your requirements;
(b) it is not possible to test the Service in advance in every possible operating combination and environment; and
(c) it is not possible to produce a Service known to be error free in all circumstances.
7.1 The Company, any other party (whether or not involved in creating, producing, maintaining or delivering the Website or Service), and any of the Company's officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to You or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Website or Service in any way or in connection with the use, inability to use or the results of use of the Website or Service, any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or Service or your downloading of any material from the Website, the Service or any websites linked to the Website or Service.
7.2 Nothing in this legal notice shall exclude or limit the Company's liability for:
(a) death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or
(b) fraud; or
(c) any liability which cannot be excluded or limited under applicable law.
7.3 If your use of material on the Website or the Service results in the need for servicing, repair or correction of equipment, software or data, You assume all costs thereof.
7.4 Subject to clauses 7.1 and 7.2, the Company's maximum aggregate liability under or in connection with these Terms, or any collateral contract, whether in contract, tort (including negligence) or otherwise (a "Claim"), shall be limited to a sum equal to the aggregate amount which You are obliged to pay the Company in the twelve (12) month period immediately prior to the period giving rise to such Claim.
7.5 The Customer shall defend, indemnify and hold harmless Salpo against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services.
7.6 Salpo shall not be liable to the Customer for any consequences arising from the use of Customer Data by the Customer. It is the sole responsibility of the Customer to ensure the lawfulness and lawful use of the data held.
8. TERM & TERMINATION
8.1 This agreement shall commence on the order date and, in the case of a trial account, will automatically terminate at the end of the trial period unless upgraded to a fee paying account. For paying accounts the agreement will continue in force and automatically roll over on a monthly or annual basis until cancelled or amended in writing in accordance with this agreement.
8.2 The Company may terminate this Agreement immediately by written notice to You if:
(a) You commit a material or persistent breach of these Terms which You fail to remedy (if remediable) within 14 days after the service of written notice requiring You to do so; or
(b) a petition for a bankruptcy order to be made against You has been presented to the court; or
(c) You (being a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986).
8.3 You may terminate this Agreement at any time by clicking on the 'Cancellation' link in Your monthly email statement or by emailing email@example.com.
8.4 Upon termination for any reason:
(a) all rights granted to You under these Terms shall cease;
(b) You must cease all activities authorised by these Terms;
(c) You must immediately pay to the Company any sums due to the Company under these Terms;
(d) You will not be entitled to any refund or credit in respect of any fee paid by You in advance for any cancelled Service; and
(e) the Company may immediately and without further notice delete or remove any content, data or other information submitted by You or your Invitees to the Service.
9. TRANSFER OF RIGHTS AND OBLIGATIONS
9.1 These Terms are binding on You and us, and on our respective successors and assigns.
9.2 You may not transfer, assign, charge or otherwise dispose of these Terms or any of your rights or obligations arising hereunder, without our prior written consent.
9.3 We may transfer, assign, charge, sub-contract or otherwise dispose of these Terms, or any of our rights or obligations arising hereunder, at any time.
10.1 All notices given by You to us must be given to Salpo Technologies Ltd at firstname.lastname@example.org or Festival House, Jessop Avenue, Cheltenham, Gloucestershire, GL50 3SH, UK. We may give notice to You at either the e-mail or postal address You provided to us when registering. Notice will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
11. EVENTS OUTSIDE OUR CONTROL
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations hereunder that is caused by events outside our reasonable control (a "Force Majeure Event").
11.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of public or private telecommunications networks;
(e) the acts, decrees, legislation, regulations or restrictions of any government.
11.3 Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.
12.1 If we fail, at any time to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled hereunder, this shall not constitute a waiver of such rights or remedies and shall not relieve You from compliance with such obligations.
12.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
12.3 No waiver by us of any of these Terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing.
13.1 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
14. ENTIRE AGREEMENT
14.1 These Terms and any document expressly referred to in it represents the entire agreement between us in relation to the use of the Website and the provision of the services and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
14.2 We each acknowledge that, in entering into these Terms, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into these Terms except as expressly stated herein.
14.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into these Terms (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these Terms.
15. CUSTOMER DATA, DATA PROTECTION & GDPR
15.1 Data inputted by the Customer, users, or Salpo on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services ("Customer Data") shall be owned by the Customer and the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
15.2 Salpo shall follow its archiving procedures for Customer Data as will be provided to the Customer upon request, as such document may be amended by Salpo in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Salpo to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Salpo in accordance with the archiving procedure. Salpo shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Salpo to perform services related to Customer Data maintenance and back-up).
15.3 If Salpo processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and Salpo shall be a data processor and in any such case:
15.3.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Salpo's other obligations under this agreement;
15.3.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Salpo so that Salpo may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
15.3.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
15.3.4 Salpo shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
15.3.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
15.5 Salpo Technologies is registered with the Information Commissioners Office (ICO) under the Data Protection Act and complies with the EU General Data Protection Regulation.
16. GOVERNING LAW AND JURISDICTION
16.1 This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English Courts.
Last updated: September 2019