By clicking on the "Accept" button below you agree to these Terms which will bind you. 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 the payment by you of the then current fees specified at http://capsulecrm.com/signup html (where 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 this posting. Please check the Website from time to time to review the then current Terms, because they are binding on you. They are available at http://capsulecrm.com/terms
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 12 years old or younger you may not register with us on this Website. By entering your details on the Website you are stating you are 13 years old or older.
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.
2.3 All copyright and intellectual property rights in any information uploaded by you or your employees to the Website in connection with the Service shall remain vested in you, your employees or your licensors.
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.
3.1 Whilst the Company 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.
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. 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.
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, 4.2 or 4.3.
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. The Company does not permit you to share your 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 and authorise us to deduct from such card payment of the then current monthly fees. The fees are posted on our website and we may vary these from time to time: please see our Pricing Page for the rates in force for the current month. 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 of the card issuer.
5.4 For paying accounts the Service is billed monthly in advance on or around the 30th day after your account was created. Payments are non-refundable, and no refunds or credits will be given for any partial use within any month.
5.5 If you sign up for a fee paying account on a 30-day trial and do not cancel that account within 30 days, you will be billed monthly for your ongoing use of the Service on the 30th day following the date on which you initially signed up for your account. If you cancel your account (by using the ‘Cancellation’ link in ‘Your Account’) within the first 30 days then you will not be charged.
5.6 If you upgrade from a free account to a fee paying account there is no trial period. You will be charged for your first month immediately following any such upgrade.
5.7 Please note that if you downgrade your Service then you may lose content, features or capacity. We do not accept any liability
5.8 All fees 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. 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.
5.9 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 30 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 60 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 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) misrepresentation as to a fundamental matter; or
(d) 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.
8.1 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).
8.2 You may terminate this Agreement at any time by clicking on the ‘Cancellation’ link in ‘Your Account’.
8.3 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.
9.1 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.
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.
14.1 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.
15.1 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.
Capsule is a service of Zestia Ltd which is a company registered in England with company number 06418281. © 2008-2013 Zestia Ltd. All Rights Reserved.