CRM Terms and Conditions

Last updated on 25th June 2018.

1.

Definitions and Application

 

In this Contract:

  • Altido - Altido Group Limited, Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA;
  • Altido Platform - Any software delivered as a service by Altido either through a web browser, windows application, mobile app or any other delivery or user mechanisam;
  • API - means application program interface that is included in or linked to the Altido Software - Including XML and JSON;
  • Break clause - the option to terminate a contract at a pre-specified date with notice. Failure to give notice before the break clause date or if the specified date has passed means the original contract term stands;
  • Bug - means any error, failure or fault in a service or software application that Altido provide that causes either an error message to appear, a corruption of data or an inability to accessthe service;
  • Change request - means any request to change any aspect of any service, software or emarketing campaign which is not a bug and which falls outside of the scope of the original proposal;
  • Commencement date - means the date of Altido acceptance of the client's order specified by the date on Proposal Acceptance Form or the Service Contract Agreement or the first day of provision of service whichever is earlier;
  • Client - means the client with whom Altido makes this contract including a person reasonably appearing to Altido to act with that client's authority. The term client applies to persons after a contract has expired, been cancelled or has been terminated;
  • Documentation - means any online or otherwise enclosed documentation provided by Altido;
  • Domain names - means Internet addresses which have been registered with the central registration authorities on the Internet on behalf of the client;
  • Gigabyte - means 1,073,741,824 bytes or characters of information;
  • Go live - means the date at which the software or web pages are made available on the World Wide Web;
  • Gone live - means after the date at which the software or web pages have been made available on the World Wide Web;
  • Hosting - means the making available of the clients domain name to the Internet community or the making available of the clients content to the internet community;
  • Illegal - means any act or acts which are capable of breaching the criminal law of England and Wales, the European Union or International Laws;
  • In writing - means communicated by email, letter or fax;
  • IP - means Intellectual Property;
  • Last date of service provision - means the last date of use of any software or services that were provided for use by the client;
  • Launched - the date and time that an electronic marketing campaign is sent to recipients and/or the date and time that an electronic marketing campaign, website or software service is made available on the WWW;
  • Megabyte - means 1,048,576 bytes or characters of information;
  • Renewal date - means the date of renewal of this contract between the client and Altido. Unless otherwise stated the renewal date will be 12 months from the initial contract date (see Proposal Acceptance Form) renewing on a 12 month basis on that date;
  • Support - means help given by Altido to any in contract client to resolve problems in using or accessing any Altido service. It does not imply Altido will always be able to resolve outstanding support issues;
  • Services - means Altido including Hosted Business Information Services, Web and Microsite development Services and Electronic Marketing Services;
  • This contract - means the contract between the client and Altido incorporating these terms and conditions;
  • Upload - means transfer computer files to the Altido computer system for publication on the Internet, WWW;
  • WWW - means World Wide Web service available on the Internet;
  • Website - means the area on Altido' computer system allocated to the client for the purpose of this order;
  • Working hours - means the hours of 9am to 5.30pm BST, Monday to Friday, excluding UK Public holidays.
  

2.

General Terms and Conditions

2.01This Agreement is made between the Client and Altido. This Agreement sets out the Terms and Conditions between the above parties with respect to the commercial exploitation of
Altido products and services.
  

3.

Provision of Service

3.01This contract covers the provision of service by Altido and supplying these to the client. It supersedes and takes precedence over any previous written or oral representations given or made by the company or any representatives of the company. In agreeing to the provision of the services, the client is deemed to have read and understood these terms and conditions.
3.02Any date proposed either by the client or Altido for the provision of CRM or Web based services to be treated as an estimate only and Altido accept no liability for any failure to meet it.
3.03Unless Altido receive a notice in writing from the client terminating this contract at any time prior to the renewal date, the client will be deemed to renew the contract for the period covered by the issued renewal notice and be subject to the terms and conditions referred to herein. An account cancellation form can be obtained on request from Altido.
  

4.

IP Rights

4.01The client acknowledges and agrees that any and all IP Rights are and shall remain the exclusive property of Altido. Nothing in this Agreement intends to transfer any IP Rights to, or vest any IP Rights in, the client. The client is only entitled to the limited use of the IP Rights granted in this Agreement. The client will not take any action to jeopardize, limit or interfere with the IP Rights. The client acknowledges and agrees that any unauthorised use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws.
4.02The client agrees that they will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Altido' rights and ownership thereof.
4.03Intellectual property rights regarding any translations made by the client of any information on or accessible through the Altido website or as otherwise requested of the client by Altido at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of Altido without any compensation to the client. Insofar as necessary, this Agreement serves as a deed of assignment of all of the clients right, title and interest in and to such translations to Altido, notwithstanding the clients obligation to cooperate with Altido in order finalise any other deed upon Altido' first request. You hereby irrevocably waive to the extent permitted by law any moral rights relating to the clients translations. You furthermore represent and warrant that (a) you are authorized to assign your rights as stated above and (b) your translations are correct and accurate and (c) the translations do not infringe upon any third parties rights, including but not limited to intellectual property rights.
4.04You are not allowed to use the Altido name or promotional materials without express prior written permission.
4.05Any data entered into any Altido computer or provided to Altido by the client will remain the property of the client and may be requested at the point of termination or cancellation of contract (within the terms of the contract). Under the Data Protection Act, Altido will act as a Data Processor for the client.
4.06Any templates or generic libraries of code including (but not exclusively) HTML, JavaScript, Flash, CSS, ASP, ASPX, VBScript used to deliver a client solution with remain the property of Altido Limited and may not be copied or re-used without prior permission.
4.07The client has no ownership rights over any software or computer provided by Altido in order to deliver any service to the client.
4.08Subject to termination of contract(s) under section 12 or 13 Altido will provide any client IP to the client at reasonable cost.
  

5.

The Clients Responsibilities

5.01It is the client's obligation to ensure that they do not upload a virus to the web space provided by Altido which could infect the Altido server. The client must not allow a virus to enter the Internet community by allowing Internet users to download files containing viruses and knowingly or otherwise from their web space which is on a Altido server.
5.02It is the client's obligation to ensure that any material being uploaded is not in breach of copyright. Altido accepts no responsibility for the client's actions in either uploading material to the WWW or in the client's transferal of any material to other websites.
5.03The client agrees not to upload any material which would be considered to be contrary to public decency and morality. Altido reserve the right to randomly inspect online content and in the event that any unauthorised material has been uploaded to any Altido server, Altido reserve the right to inform the appropriate authorities and to terminate this contact forthwith. Uploaded material that is contrary to public decency and morality would expressly include pornographic, racist, libellous, barbaric and overtly tasteless material.
5.04The client agrees that it shall not cause or permit or in any way assist in any unauthorised publication, any dissemination of any defamatory material or any material which could be considered to be in breach of the criminal laws of England, Wales, the European Union or international laws.
5.05The client agrees to keep secure any login names and passwords used to access any Altido resources or services and not to pass that information to any unauthorised person. In the event of the client's login name and password being used by any unauthorised person, Altido accept no responsibility and the client will be liable for additional charges arising therefrom.
5.06If the contract is terminated for whatever reason, the client will not be entitled to a refund.
5.07The client agrees not to perform any action that will result in the reduced performance of the Altido servers to the detriment of other users.
5.08Not to commit any act whereby access is gained by the client to any information or resources of any body corporate or person, individual, partnership, government agency, national institution, charity or recognised organisation without first having obtained authority from those persons or institutions.
5.09The client agrees not to use Altido servers to send unsolicited or spam e-mail to other Internet users. Failure to meet this obligation would result in the termination of this contract without refund.
5.10The client agrees not to use unsolicited or spam e-mail in any way that would result in any part of the Altido network being mentioned either directly or indirectly in such postings. Failure to meet this obligation would result in the termination of this contract without refund.
5.11The client agrees not to use our systems either directly or indirectly in a way that would have a detrimental effect on network or server performance.
5.12Not to carry out any act or omission, the result of which would have the effect of bringing Altido into disrepute.
5.13Fair usage policy on resources

Resources are defined as network bandwidth and disk space and computer processing time.

Altido does not currently operate a bandwidth capping policy. To provide reasonable performance, we do this by maintaining high resource ratios per client site. In some rare cases Altido may find that a client is using resources to such an extent that they may jeopardize server performance and resources for other clients. In such instances Altido reserves the right to impose a High Resource User Policy for the consideration of all clients.
5.14High Resource User Policy

Altido may have cause to implement the following policy to its sole discretion:

When a website is found to be monopolising available resources Altido reserves the right to suspend the offending site or service immediately. This policy would only be implemented in extreme circumstances and is intended to prevent the misuse of our servers and to maintain maximum availability for other clients. Clients may be offered alternate hosting options which may include an additional set up and/or additional monthly fee.
5.15Software Licensing Policy

User accounts must only be used by the named individual the user account was set up for. When using the Altido platform, users:
  • must not share their login details with any other user
  • must not allow another user to use their login session to gain access to the database
  • cannot transfer or assign their user account either temporarily or permanently to another user
  

6.

Limitation of Liability

6.01For the avoidance of doubt Altido have no obligation duty or liability in contract and/or tort for breach of statutory duty or otherwise beyond that of a duty to exercise reasonable skill and care.
6.02In any event and in no circumstance shall Altido be liable for any loss either direct or indirect of profits, business or anticipated savings or any other direct or indirect consequential loss arising out of the provision or non provision of services to the client.
6.03In no circumstance shall Altido be liable for any loss whether direct or indirect arising from the content of any information placed by the client onto the service provider of Altido.
6.04Under no circumstances shall Altido be liable for loss whether direct or indirect of profits, business or anticipated savings or for any direct or indirect consequential loss whatsoever in connection with the registration, renewal, non-registration, non-renewal, suspension, transfer, failure to transfer, operation, delivery, mis-delivery or any and all combinations of the aforementioned and under no circumstances are Altido liable for any errors or omissions or any other actions by the registry administrator arising out of or relating to any application, receipt of, or failure to receive a domain registration.
6.05Under no circumstances shall Altido be liable for loss whether direct or indirect of profits, business or anticipated savings or for any direct or indirect consequential loss whatsoever by the failure of, or any problem experienced by the client in its operation of its website.
6.06Under no circumstances shall Altido be liable for loss whether direct or indirect of profits, business or anticipated savings or for any direct or indirect consequential loss whatsoever by the failure of, or any problem experienced by, the client in its operation of any hosted service provided by Altido.
6.07Under no circumstances shall Altido be liable for loss whether direct or indirect of profits, business or anticipated savings or for any direct or indirect consequential loss whatsoever by the failure of, or any problem experienced by, the client in its use of any third party software provided by Altido
6.08Under no circumstances shall Altido be liable for loss whether direct or indirect of profits, business or anticipated savings or for any direct or indirect consequential loss whatsoever by the failure of, or any problem experienced by the client in its operation of any emarketing campaign built and/or executed by Altido.
6.09Each provision of this condition is to be construed as a separate limitation applying and surviving even if for any reason one or other of the said provisions is held inapplicable or unreasonable.
6.10In any event the liability of Altido shall not exceed either the initial total amount paid for your service provision or domain registration or 250 (two hundred and fifty) pounds sterling.
  

7.

Indemnity

7.01Without prejudice to any other rights or remedies which Altido may have against the client, the client shall indemnify Altido against any loss or expenses sustained by reason of any breach of this contract and any actions, proceedings, claims or demands in any way connected with this contract brought on by or threatened against Altido by a third party which are caused by or arise from any action of Altido carried out pursuant to the instructions of the client.
7.02The client shall indemnify Altido against any actions, proceedings, claims or demands in any way connected with this contract brought or threatened against Altido by a third party which are caused by or arise from any act or default of Altido carried out pursuant to the instructions of the client.
  

8.

Confidentiality

8.01Both Altido and the Client undertake to the other to keep strictly private and confidential information concerning the business affairs of the other that it shall have obtained in connection with this Agreement.
8.02Both Altido and the Client shall use all reasonable endeavours to ensure that their employees comply with any request or direction given by the other in connection with the requirements of the Data Protection Act 1998.
8.03The provisions of this clause will remain in effect notwithstanding the expiry or earlier termination of this Agreement.
  

9.

Solicitation

9.01Neither party (by itself or through any Associate of it or any Employee) shall solicit the employment or services of any Employee of the other party either during the currency of this Agreement or for a period of twelve months from the Last Service Provision Date unless agreed in writing by both parties.
  

10.

Safety and Security

10.01Altido will use all reasonable endeavours to ensure that all its Employees and subcontractors who at any time visit the Client's premises observe and comply with all the Client safety and security rules and procedures that have been notified to Altido in advance.
10.02The Client will use all reasonable endeavours to ensure that all its Employees and subcontractors who at any time visit Altido premises observe and comply with all Altido safety and security rules and procedures that have been notified to the Client in advance.
  

11.

Charges and Payment

11.01Unless indicated all invoices are payable by direct debit
11.02Unless indicated, the charges for any service tasks (such as consulting and bespoke development) are provided as an estimate. Should the time or resources required to complete the service tasks, exceed those allocated by Altido, then Altido will inform the client as to the change. Both parties will then need to agree and approve the revised costs, prior to any further work to complete the services task.
11.03Charges for website development, software development and emarketing services are payable once the development or services are delivered. Altido will part invoice if the length of time to deliver the website development, software development or emarketing services exceeds one month.
11.04Payment terms for any web services (e.g. CRM Account, Emarketing Account, Website Hosting) are 14 (fourteen days) days from issuing of invoice payable to Altido Limited. Invoices for these services will be issued 14 days in advance of service provision.
11.05Payment terms for email send costs, SMS send costs and fax send costs are 14 (fourteen days) days from issuing of invoice payable to Altido Limited. Invoices for these services are issued in arrears the following month.
11.06Altido may, without prejudice to any other rights and remedies at its option, charge the Client interest on any payments which have not been made within 30 (thirty) days of the date of the invoice in question, at 5% (five per cent) per annum above the prevailing Bank Base Rate of Interest or at a fixed rate of 10% (ten per cent) (which ever is higher), commencing upon the date the payment becomes overdue and continuing until the date payment is received by Altido. Interest will be calculated each calendar month or part thereof.
11.07Altido may, without prejudice to any other rights and remedies at its option, retrospectively charge interest on overdue accounts even if interest was not charged in the first instance when the account became overdue. If interest is calculated retrospectively then it will be calculated from the first day the account became overdue (14 days from the each invoice date).
11.08(i) Any Service Charge specifically excludes all reasonable travelling and accommodation expenses incurred by Altido employees and subcontractors during the provision of the services, including those incurred when meeting with Client representatives or agents. Such expenses shall be payable in addition to other charges.

(ii) Any other reasonable costs incurred by Altido (postage costs, specialist phone line rental for 0800 and 00800 numbers, additional time) in the delivery of marketing assignments will be chargeable and invoiced separately on authorisation from the client in advance.
11.09Charges for use or provision of any hosted solution provided by Altido are payable monthly and in advance. It is a condition of service that payment is made within 14 days of receipt of invoice.
11.10All charges of whatever nature in respect of service shall be as Altido determine and specify within a proposal. Charges may change as contracts are renewed.
11.11All software and website development will be billed once the development is delivered. This may be before the software or website has gone live. Altido will part invoice if the length of time to deliver the software or web site development exceeds one month.
11.12All emarketing campaigns will be billed for once the campaign is delivered. This may be before the email or campaign is launched. Altido will part invoice if the length of time to deliver the software or website development exceeds one month.
11.13All Dashboard services must be paid for monthly and in advance. Any set up and/or configuration charges will be billed once the Dashboard is in use by the Client.
11.14Value Added Tax where applicable will be added at the appropriate rate to the total of all charges shown on the client's invoice.
11.15Should Altido have to issue Court proceedings pursuant to this contract, the client accepts responsibility for all Altido legal fees and disbursements notwithstanding the value of the claim, on an indemnity basis.
11.16Any third party costs Altido may incur due to processing the payment for the services will be payable by the client within seven days.
11.17If paying by direct debit, please note that Altido has appointed the BACS Approved Direct Debit Bureau, GoCardless Limited (www.gocardless.com), to collect your payments and GoCardless will be shown on your bank statement.
  

12.

Termination of Contract by Altido

12.01If the client does not pay any charge when due, or breaks this contract in any other way, Altido can terminate this contract immediately without the requirement of prior notification.
12.02Should Altido deem the client a threat to the integrity of the Altido network or any Altido service whether as a result of their actions or threats of such actions or by hostility of their actions or due to any other reason which in our considered opinion would be against our business interest, then Altido can terminate this contract immediately without the requirement for prior notification.
12.03Termination of this contract by Altido will result in the retaining by Altido of all monies received from the client who will not be entitled to a refund of monies paid.
12.04Upon termination of this contract the client shall nevertheless remain liable for all charges due or which would have been payable under this contract, along with any associated expenses.
12.05On termination Altido will remove all materials held on Altido' computer(s) and remove all privileges entitled to the client.
12.06Subject to the discretion of Altido, after termination, if Altido agree that the client may once again be reconnected to the service, any reconnection will be subject to an administration charge of £500 together with any outstanding charges payable prior to the reconnection.
  

13.

Termination of Contract by Client

13.01The client can terminate this contract at any time within the first 30 days. The client will be liable for the service charges for the 30 day period and any domain registration charges or charges for additional services not included as a part of one of our standard hosting plans. After this 30 day period, the client may terminate the contract, however no refund will be payable and the client remains liable for all fees to the end of the contract period as defined in section 3 of this contract. The notice of termination should be made in writing to:

The Managing Director
Altido Group Limited
Eagle Tower
Montpellier Drive
Cheltenham
Gloucestershire
GL50 1TA
  

14.

Refunds

14.01On receipt of a valid cancellation notice, Altido will, at its sole discretion, refund unused time paid, and then only full calendar months of time.
14.02A cancellation notice in writing sent to the Managing Director, must be received within 10 (ten) working days of a renewal period in order for a cancellation to be processed prior to a renewal payment being taken.
14.03Should a cancellation notice be received within seven days of a renewal period then an administration charge may be applied to any refund issued.
  

15.

Force Majeure

15.01Altido is not liable for any breach of this contract if the breach was caused by an act of God, insurrection or civil disorder, war or military operations, national or local emergency, acts of omissions of government, highway authority or other competent authority, Altido compliance with any statutory obligation, industrial disputes of any kind (whether or not involving Altido employees), fire, lightening, explosion, flood, subsidence, weather of exceptional severity, acts of omission of persons whom Altido is not responsible (including in particular other service or telecommunication service providers), or any other cause whether similar or dissimilar outside Altido' reasonable control.
  

16.

Proper Law

16.01This contract is to be treated as made in England and Wales according to English and Welsh Law and subject to the jurisdiction of the English and Welsh Courts.
  

17.

Limitation on Assignment

17.01The client must not assign the benefit of this contract in whole or in part.
17.02Altido reserves the right to assign the benefit of this contract by giving prior written notice of any assignment to the client.
17.03Except with the prior written consent of Altido, the service shall not be used by or on behalf of any person other than the full time client employee or a third party specified within the proposal.
  

18.

Marketing Rights and Use of Clients Name

18.01Altido reserve the right to refer to the clients name and use the clients logo in collateral and marketing material including electronic marketing campaigns and the Altido website.
18.02Altido reserve the right to provide a web link back to the main Altido marketing website from any websites or emarketing campaigns delivered on behalf of the client unless specifically otherwise stated in the Service Contract.
  

19.

Notices

19.01Any formal notice to be given by one party to the other under this Agreement shall be in writing and sent registered or recorded delivery (air) mail or delivered by hand to the party to whom the notice is given, and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery or (if sent by post) upon expiration of 48 hours after posting.
19.02To the Client at their advised address, as detailed in the Definitions and Application sections of this document.
19.03To Altido at its registered address, as detailed in the Definitions and Application sections of this document.
19.04Either party may change the address to which notice to it is to be given by notice as provided above.
  

20.

Contract Period

20.01This Contract shall continue from the commencement date for a period of twelve calendar months unless otherwise stated and confirmed in writing by Altido subject to termination under conditions 12 and 13.