Parties
 

(1)   (“HallsCRM”) The Halls Group trading as HallsCRM located in the United Kingdom with a registered office at The Halls Group, Sunnyhill, Witley, Godalming, Surrey, GU8 5RN.

(2)   (“Client”) Refers to you.

Background
 

(A) HallsCRM has developed and operates a proprietary Customer Relationship Management (CRM) platform known as HallsCRM (the “Platform”), which provides HallsCRM is a powerful tool that can help you manage your projects, leads, customers, and finances. With its many features, HallsCRM can help you to improve your efficiency, productivity, and profitability.

(B) In consideration for the Client agreement to pay the Subscription Fees in accordance withthe Subscription term, HallsCRM agrees to provide the Client with a subscription to access and use the Platform throughout the Subscription Term in accordance with the terms of this Agreement.

1. Definitions

1.1. Agreement means this software-as-a-service subscription agreement.

1.2. Background has the meaning given to it under “background section a”.

1.3. Confidential Information means any information disclosed by either party to the other party under or in connection with this Agreement which is confidential in nature or marked as such.

1.4.    Fees means the Subscription Fees and any other fees payable by the Client to HallsCRM under this Agreement.

1.5.    Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1.6.    Platform means the proprietary Customer Relationship Management (CRM) platform provided by HallsCRM.

1.7.    Subscription Fees means the fees payable by the Client to HallsCRM for the User Subscriptions, as set out in section under “Subscription Fees”

1.8.    Subscription Term is set out in section under “Subscription term”

1.9.    Support Services means the support services provided by HallsCRM to the Client as described in section “Support Services”

1.10.  User/Authorised User means the Client’s  employees, consultants, contractors or other personnel who are authorised by the Client to access and use the Platform.

2.    Subscription Term

2.1.    Initial Term. The initial term of this Agreement shall commence one the order has been accepted and shall continue for a period of 12 months (“Initial Term”), unless terminated earlier in accordance with this Agreement.

2.2.    Renewal. Upon expiry of the Initial Term, this Agreement shall automatically renew for successive Renewal Terms of 12 months, unless either party gives written notice to the other party of its intention not to renew at least 1 month prior to the expiry of the Initial Term or the then current Renewal Term.

2.3.    Early termination. Either party (“Terminating Party”) may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a)  the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

(b) the other party becomes insolvent, is dissolved or liquidated, is unable to pay its debts, has a receiver, administrative receiver, manager, administrator, administrative receiver or similar officer appointed, makes any voluntary arrangement with its creditors, takes or suffers any similar action, or becomes the subject of an order or resolution for its winding up (other than for the purpose of solvent amalgamation or reconstruction).

2.4.    Suspension of access. Without prejudice to any other right or remedy available to it HallsCRM shall be entitled to suspend the Client’s right of access to any or all of the Platform if any Fees payable by the Client under this Agreement remain unpaid after the due date, having given the Client 7 days’ written notice of its intention to suspend access for non-payment. HallsCRM shall restore the Client’s access to the Platform as soon as reasonably practicable after receipt of the unpaid Fees.

2.5.    Effect of termination/expiry. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party nor shall it affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination or expiry.

3.    Support Services

3.1.    Support Services. HallsCRM shall offer ongoing support services to the Client throughout the term of this Agreement to assist with any issues or inquiries related to the use of the Platform. These support services shall include, but are not limited to, technical support, troubleshooting, and guidance on HallsCRM features and functionalities. HallsCRM will ensure that support services are accessible to the Client via email or any other communication means agreed upon by both parties. HallsCRM commits to responding to all Client support requests within a reasonable timeframe, as detailed in the Service Level Agreement (SLA) annexed to this Agreement.

4.    Subscription Fees

4.1.    Subscription Payment Options. The Client has the option to pay the Subscription Fees either on a monthly basis or annually. If the Client opts for monthly payments, the fee will be £15 per month for 12 months, totaling £180, plus a one-time setup fee of £20 at the beginning of the Subscription Term. Alternatively, the Client may choose to pay annually, in which case the fee will be £150 for the year, with no setup fee. HallsCRM is included in the HallsMAX plan at no extra cost.

4.2.    Invoicing and payment. HallsCRM shall issue invoices for the Subscription Fees to the Client annually in advance of each year of the Subscription Term. The Client shall pay each invoice in full and in cleared funds within 5 days of the date of issue of such invoice. Payment shall be made by bank transfer or credit or debit card.

4.3.    Invoicing Administration. Halls Hosting, our sister company, will handle all invoicing related to the subscription and hosting..

4.4.    Fee changes. HallsCRM may increase the Subscription Fees payable with effect from the start of each renewal period of 12 months upon 30 days’ prior written notice to the Client. If such increase is not acceptable to the Client, it may terminate this Agreement with 30 days’ written notice, provided such notice of termination is received by HallsCRM before the effective date of the proposed increase.

5.    Intellectual Property Rights

5.1.    Ownership of Platform and Materials. HallsCRM (or its licensors) owns all right, title and interest in the Platform and all intellectual property rights therein. The Platform and all related documentation, software, source code and materials are the sole and exclusive property of HallsCRM (or its licensors).

5.2.    License Grant. HallsCRM hereby grants to the Client a non-exclusive, non-transferable license during the Subscription Term to use the Platform and the Documentation for the Client’s internal business operations in accordance with the terms of this Agreement.

5.3.    Restrictions. The Client must not:

(a)  copy, modify, adapt, translate or create derivative works of the Platform or the Documentation;

(b) sublicense, lease, rent, loan, transfer, sell or otherwise distribute the Platform or the Documentation;

(c)  reverse engineer, decompile, disassemble, modify, or make error corrections to the Platform, in whole or in part, except to the extent expressly permitted by applicable law;

5.4.    Ownership of Client’s Data. As between the parties, the Client owns all right, title and interest in and to all Client Data.

5.5.    License to Use Client Data. The Client hereby grants to HallsCRM a license to copy, store, transmit and otherwise use Client Data solely to the extent necessary to provide the Subscription Services to the Client and enforce HallsCRM rights and fulfill its obligations under this Agreement.

5.6.    Restriction on Backend Access. The Client agrees not to seek, access, or otherwise attempt to obtain backend access to HallsCRM. This restriction is implemented to protect the intellectual property rights of HallsCRM.

6.    License Grant

6.1.    Scope of License. Subject to the terms and conditions of this Agreement, Provider hereby grants Client a non-exclusive, non-transferable, limited license to access and use the Platform solely for Client’s internal business operations during the Subscription Term.

6.2.    Permitted Use. Client may:

(a)  Access and use the Platform via the Internet;

(b) Use the Platform solely for its intended purpose;

(c)  Install any integrations or applications approved by Provider; and

(d) Make necessary copies of the Platform for backup and archival purposes only.

6.3.    Restrictions. Client must not:

(a)  Sublicense, resell, or otherwise commercialise or transfer the Platform;

(b) Modify, translate or create derivative works of the Platform;

(c)  Reverse engineer, decompile or disassemble the Platform;

(d) Remove any copyright or proprietary notices from the Platform;

(e)  Transfer or assign the license without Provider’s prior written consent; or

(f)  Exceed the number of Users licensed in the applicable Order Form.

6.4.    Ownership. HallsCRM retains ownership of all Intellectual Property Rights in the Platform. The license granted is not a sale of the Platform or any part of it.

7.    Restrictions on Use

7.1.    Prohibited Uses. The Client shall not:

(a)  use the Platform for any unlawful, harmful, fraudulent or inappropriate purpose;

(b) reverse engineer, decompile, disassemble, copy, modify, frame, mirror, reproduce, republish, download, display, transmit, or distribute any part or aspect of the Platform;

(c)  access or use the Platform to build a competitive product or service, benchmark the Platform against those of other providers, or for any other competitive purposes.

7.2.    User Restrictions. The Client shall:

(a)  not share or transfer any login credentials provided by HallsCRM;

(b) restrict access and use of the Platform to Authorised Users only and shall not provide access to or use by any other individual or third party.

(c)  If the client needs additional login accounts, they should contact our support team and answer security questions. Once verified, we will create the requested login details.

7.3.    Intellectual Property. The Client acknowledges that all Intellectual Property Rights in the Platform belong to and shall remain vested in HallsCRM.

7.4.    Compliance. The Client shall use the Platform in accordance with all applicable laws.

7.5.    Breach. Any breach of this clause 6 shall constitute a material breach of this Agreement.

8.    Confidentiality

8.1.    Confidentiality Obligation. Each party shall keep confidential all Confidential Information of the other party and shall not disclose such Confidential Information to any person except to its own employees and contractors on a need to know basis.

8.2.    Exceptions. The obligations of confidentiality under clause 7.1 shall not apply to any information that:

(a)  is publicly known at the time of disclosure or becomes publicly known other than as a result of disclosure in breach of this Agreement; or

(b) the receiving party can show by reasonably evidence was in its possession prior to receipt from the disclosing party so long as it was not obtained from the disclosing party or on the disclosing party’s behalf under an obligation of confidentiality; or

(c)  the receiving party obtains from a third party without any obligation of confidentiality, provided that the third party is not in breach of any confidentiality obligations by making such disclosure.

8.3.    Security. Each party shall implement appropriate technical and organisational security measures to protect the other party’s Confidential Information against unauthorised or unlawful processing and against accidental loss, destruction or damage.

8.4.    Notification. Each party shall promptly notify the other of any actual or suspected security breach relating to the other party’s Confidential Information.

8.5.    Property. All Confidential Information shall remain the property of the disclosing party and the receiving party shall only use the Confidential Information for the purposes of performing its obligations and exercising its rights under this Agreement.

8.6.    Duration. The obligations of confidentiality under this clause 7 shall continue for a period of 5 years following the termination of this Agreement.

9.    Data Protection

9.1.    Controller/Processor. HallsCRM shall process personal data as a data processor. The Client shall be the data controller.

9.2.    Lawful Basis. The lawful basis for processing personal data shall be that such processing is necessary for the performance of the Agreement.

9.3.    International Transfers. HallsCRM shall only transfer personal data outside the European Economic Area where it has provided appropriate safeguards in accordance with applicable data protection laws.

9.4.    Security. Each party shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental loss, destruction, damage, alteration or disclosure.

9.5.    Data Subject Rights. The Client shall be responsible for responding to any requests from data subjects to exercise their rights under applicable data protection laws. HallsCRM shall provide reasonable assistance to the Client in fulfilling these obligations.

9.6.    Breach Notification. Each party shall notify the other without undue delay upon becoming aware of any personal data breach affecting the personal data processed by that party.

9.7.    Deletion/Return of Data. HallsCRM shall at the Client’s option delete or return all personal data to the Client at the end of the provision of services relating to processing.

9.8.    Subprocessors. HallsCRM may appoint subprocessors to process personal data. It shall impose on them data protection obligations equivalent to those set out in this section.

10. No Partnership or Agency

10.1. Neither party shall have any authority to act or make representations on behalf of the other party.

(a)  Neither party shall be entitled to bind the other party in any way nor shall either party hold itself out as being entitled to do so.

10.2. Neither party shall be liable for any representation, act or omission of the other party which is contrary to the provisions of this Agreement or without that party’s authority, whether express or implied.

10.3. Nothing in this Agreement shall create a partnership, joint venture or relationship of principal and agent or employer and employee between the parties and neither party shall hold itself out as acting for or on behalf of, or as having authority to bind, the other.

11. Third Party Rights

11.1. No third party shall have any right to enforce any term of this Agreement.

11.2. The provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded from this Agreement.

11.3. The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

11.4. The parties may rescind or vary this Agreement without notice to or consent from any third party, even if that variation or rescission affects the third party’s rights.

11.5. Any permitted assigns or sub-contractors may enforce the terms of this Agreement relating to confidentiality, intellectual property ownership and payment. No other third party may enforce any other term of this Agreement.

11.6. This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

12. Warranties

12.1. Each party warrants that:

(a)  it has full power and authority to enter into and perform its obligations under this agreement;

(b) it has obtained all necessary consents and authorisations and has the full power and authority to enter into this agreement and any other documents referred to in it, to supply the services and to perform its obligations under them.

12.2. HallsCRM warrants that the Platform will perform substantially in accordance with tthe Subscription Term. HallsCRM does not warrant that the operation of the Platform will be uninterrupted or error-free.

12.3. HallsCRM warrants that it has title to and the right to grant the licenses to the Platform.

12.4. HallsCRM warrants that it uses commercially reasonable virus checking software on the Platform and that it will not introduce any viruses or other harmful components.

12.5. Each party warrants its compliance with applicable laws in relation to this agreement and its performance.

12.6. Except as expressly stated in this agreement, neither party provides any other warranties and all other warranties are excluded to the fullest extent permitted by law.

13. Indemnities

13.1. Client Indemnity. The Client shall indemnify and hold harmless HallsCRM from and against any and all Losses awarded against or incurred or paid by HallsCRM as a result of or in connection with any claim or action arising from the Client’s use of the Platform otherwise than in accordance with this Agreement.

(a)  The Client shall have no right to settle any such claim without the prior written consent of HallsCRM.

13.2. Exclusions. Neither party’s indemnity shall apply to Losses to the extent that they result from the other party’s compliance with the first party’s specifications or written instructions. Neither party’s indemnity shall apply to Losses to the extent that they are contributed to by the other party.

13.3. Procedure. The indemnified party shall: (a) promptly notify the indemnifying party of any relevant claims; and (b) allow the indemnifying party sole control over the defence or settlement of such claims, provided the indemnifying party shall not settle any claim which acknowledges the liability of or imposes obligations on the indemnified party without the indemnified party’s prior written consent.

14. Dispute Resolution

14.1. This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

14.2. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

14.3. If a dispute arises out of or in connection with this Agreement, the parties shall follow the procedure set out in this clause:

(a)  Either party shall give the other written notice of the dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the Account Managers of both parties shall attempt in good faith to resolve the dispute.

(b) If the Account Managers are for any reason unable to resolve the dispute within 30 days of service of the Dispute Notice, the dispute shall be referred to the Chief Executive Officers or equivalent senior officer of each party who shall attempt in good faith to resolve it within the following 30 days.

(c)  If the parties fail to resolve a dispute under clauses 11.3.1 and 11.3.2, either party may propose to the other in writing that structured negotiations be entered into with the assistance of a mediator before resorting to litigation.

(d) If the parties agree to mediation, the mediation shall be conducted in accordance with the model mediation procedure of the Centre for Effective Dispute Resolution.

14.4. Nothing in this clause 11 shall prevent either party from applying at any time to the court for interim or interlocutory relief.

14.5. Each party shall continue performing its obligations under this Agreement in full during the resolution of any dispute

15. Limitation of Liability

15.1. HallsCRM shall not be liable for:

(a)  any loss of profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or

(b) any losses that were not foreseeable to both parties when the Agreement was entered into.

15.2. HallsCRM total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid by the Client in the 12 months prior to the date on which the claim arose.

15.3. HallsCRM shall not be liable to the Client for any failure or delay in the performance of its obligations under this Agreement caused by events beyond its reasonable control including, but not limited to, acts of God, war, terrorism, industrial disputes, protests, fire, flood, storms, explosions or any disaster.

15.4. Nothing in this Agreement shall limit or exclude HallsCRM liability for:

(a)  death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c)  any other liability that cannot be excluded or limited by English law.

16. Termination

16.1. Either party may terminate this Agreement immediately by giving written notice to the other party if:

(a)  the other party commits a material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 30 days of being notified in writing of the breach; or

(b) the other party becomes insolvent, is unable to pay its debts as they fall due, has a receiver, administrative receiver, administrator or liquidator appointed over its assets, enters into any arrangement for the benefit of its creditors, or ceases to carry on business or substantially the whole of its business or threatens to do any of these things.

16.2. HallsCRM may terminate this Agreement on 30 days’ written notice if the Client fails to pay any Subscription Fees due under this Agreement and such fees remain outstanding for more than 30 days after HallsCRM has notified the Client in writing of the non-payment.

16.3. The Client may terminate this Agreement for convenience on 30 days’ written notice to HallsCRM. For the avoidance of doubt, termination under this clause 9.3 shall not entitle the Client to any refund of Subscription Fees paid in advance of the termination date.

16.4. On termination of this Agreement:

(a)  the Client’s access and rights to use the Services shall cease;

(b) each party shall return and make no further use of any equipment, property, Documentation and other items (including all copies of the other’s Confidential Information) belonging to the other party;

(c)  HallsCRM shall provide the Client with a complete copy of the Client Data within 30 days and shall thereafter delete all copies of Client Data in its systems or otherwise in its possession or control; and

(d) the terms of this Agreement that expressly or by implication survive termination shall continue in full force and effect, including clauses relating to Intellectual Property Rights, confidentiality obligations, limitations of liability and governing law.

17. Effects of Termination

17.1. Data retrieval and deletion. Within 30 days of the date of termination of this Agreement, HallsCRM shall make available to the Client any and all Client Data stored on the Platform. After such 30-day period, HallsCRM shall have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data in its systems or otherwise in its possession or under its control.

17.2. Intellectual property rights. All Intellectual Property Rights in the Platform and the Services shall remain the property of HallsCRM. Upon termination, the Client’s right to use the Platform and the Services shall cease immediately.

17.3. Upon termination or expiration of this Agreement, each party shall return to the other party or destroy (at the option of the other party) any Confidential Information of the other party in its possession or control.

17.4. Within thirty (30) days of the effective date of termination, HallsCRM shall return a complete and unaltered copy of all Client Data to the Client  in a format to be reasonably specified by the Client. HallsCRM shall not be required to return any Client Data that was used by the Client to violate the terms of this Agreement or applicable law.

17.5. Upon termination or expiration of this Agreement, the Client’s access and use rights to the Platform shall immediately cease. HallsCRM shall not be required to maintain or provide any Client Data, Platform functionality or Support Services following the effective date of termination.

17.6. Termination or expiration of this Agreement shall not relieve the Client of the obligation to pay any fees accrued or payable to HallsCRM prior to the effective date of termination.

17.7. Clauses intended to survive termination or expiration of this Agreement, including those relating to intellectual property, confidentiality, warranties, liability, governing law and jurisdiction, shall continue in force following any termination or expiration of this Agreement.

18. Notices

18.1. Notices under this Agreement shall be in writing and sent to the relevant party as follows:

(a) Notices may be given by personal delivery or recorded delivery. Notices may also be given by email to the relevant contact specified in clause 13.2.

(b) A notice sent by personal delivery shall be deemed to be served at the time of delivery. A notice sent by recorded delivery shall be deemed to be served 48 hours after posting. A notice sent by email shall be deemed to be served at the time of transmission unless an out of office notification is received.

18.2. A party may notify the other party of any change to its contact details for notices. Any such change shall only be effective on the later of the date specified in the notice and five Business Days after deemed receipt.

18.3. A notice given under this Agreement shall not be validly served if sent by email to any email address other than that specified in clause 13.2 (or as subsequently amended by notice in accordance with clause 13.3).

18.4. For the purposes of this clause, “writing” shall not include email unless expressly stated in this clause.

18.5. A notice given under this Agreement shall not constitute notice to third parties.

19. Miscellaneous

19.1. Whole Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter. No amendment shall be effective unless in writing and signed by both parties.

19.2. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid, illegal or unenforceable provision eliminated.

19.3. No Waiver. The failure of either party to enforce at any time or for any period of time the provisions hereof shall not be construed to be a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision.

19.4. Rights of Third Parties. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no third party shall have any right to enforce any of its terms.

19.5. Notices. All notices under this Agreement shall be in writing and shall be delivered by hand, email or recorded delivery to the address of the relevant party set out in this Agreement or such other address as may be notified.

19.6. Assignment. Neither party may assign, transfer or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

19.7. Relationship. Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.

19.8. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes or claims that arise out of or in connection with this Agreement.

20. Governing Law and Jurisdiction

20.1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

20.2. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).