1. The Agreement
These Terms and Conditions (“Terms”) form a binding legal agreement between Giraffe LTD (trading as GatherCRM), a company registered in England and Wales (“the Provider”, “we”, “us”), and the person or organisation subscribing to our services (“the Customer”, “you”).
2. Services & Subscription
- Access: We grant you a non-exclusive, non-transferable right to use GatherCRM for your internal business operations. You do not obtain any ownership rights in the software at any time.
- Rolling Term: The service is provided on a 30-day rolling basis. You may cancel at any time with 30 days’ written notice.
- No Service Levels: While we strive for constant availability, GatherCRM is provided on an “as is” and “as available” basis. We do not guarantee 100% uptime or specific response times for support.
3. Intellectual Property
GatherCRM, including all software code, design, plugins, and modules, is and shall at all times remain the exclusive property of Giraffe LTD. The Customer does not, and will never, acquire any ownership interest in the system or any part of it, regardless of the duration of the subscription or the extent of use.
- Ownership: Giraffe LTD owns all rights, titles, and interests in GatherCRM, including all plugins, modules, configurations, and any work carried out on your account.
- Restrictions: You shall not attempt to copy, modify, duplicate, reverse-engineer, sub-licence, sell, or otherwise exploit any part of the software.
4. Fees & Payment
- Subscription Fees: Fees are payable monthly in advance by credit or debit card via our payment provider, Stripe.
- Non-Refundable Payments: All fees paid to Giraffe LTD, including subscription fees, setup fees, and any additional chargeable work, are strictly non-refundable. No refunds or credits will be issued for any reason, including early termination, partial use of a billing period, or dissatisfaction with the service.
- Setup Fees & Additional Work: Your initial setup fee covers 2 hours of setup and configuration time. Any additional work beyond this allowance, including data import work described in Section 5, is charged at £200 per hour + VAT and will be agreed with you before it starts.
- VAT: All prices are quoted exclusive of VAT, which shall be added at the prevailing rate.
- Late Payment: If payment fails or is cancelled, we reserve the right to suspend your access at the end of the current billing period until the outstanding balance is cleared.
5. Data & Privacy
- Data Collection & Purpose: We collect and process personal data provided by you only to the extent necessary to provide the GatherCRM service, including account management and technical support. Our role as Data Processor is set out in full in Section 10 (Data Processing Agreement).
- Backups: We take automated backups of the platform twice daily, retained for 14 days, to enable recovery in the event of loss or corruption. These backups are for disaster recovery only and do not replace your own records. You remain responsible for exporting any data you wish to retain independently, using the tools provided.
- Customer Responsibility for Data: The Customer is solely responsible for the accuracy, integrity, and completeness of all data held within the platform.
- Data Import: We will import your existing data into GatherCRM where it is supplied in a clean, usable format, such as a CSV export from your previous system. Where data cannot be cleanly extracted or requires significant cleaning, restructuring, or manual handling, we may be unable to import it, or we may offer to do so as additional chargeable work under Section 4. We will tell you before any charge is incurred.
- Import Verification: Where data is imported into GatherCRM, the Customer is solely responsible for verifying that all data has been correctly imported and for resolving any errors or omissions before relying on the imported data.
- Data Security: All data is stored securely on UK-based infrastructure. We implement industry-standard security measures, including encryption in transit, to protect the information of your clients, employees, or contacts.
6. Limitation of Liability
To the maximum extent permitted by applicable law, Giraffe LTD shall have no liability to the Customer for any loss or damage, including but not limited to:
- loss of or corruption of data;
- loss of profit, revenue, business, or contracts;
- losses arising from service downtime, interruptions, or unavailability;
- indirect, special, or consequential losses of any kind.
Our total aggregate liability to the Customer, howsoever arising, shall not exceed the total subscription fees paid by you in the 30 days preceding the event giving rise to the claim.
Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded by law.
7. Termination & Data Export
Upon termination of the agreement, your access to the portal will be revoked at the end of the notice period. You are responsible for exporting all data you wish to keep, using the tools provided within GatherCRM, prior to the end of your notice period. Following termination, we will delete your data in accordance with Section 10 (Data Processing Agreement).
8. Support
We aim to acknowledge and respond to all support tickets within 48 hours on business days (Monday to Friday, excluding UK public holidays). This is a best-efforts target and does not constitute a contractual service level commitment. Critical service issues are covered 365 days a year. Response times may vary during periods of high demand.
9. General
- Governing Law: These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
- Amendments: Giraffe LTD reserves the right to amend these Terms at any time with 30 days’ written notice to the Customer.
- Entire Agreement: These Terms constitute the entire agreement between the parties and supersede all prior representations, negotiations, or understandings.
10. Data Processing Agreement
This section governs the processing of personal data under UK GDPR and forms part of these Terms.
- Roles: The Customer is the Data Controller. Giraffe LTD is the Data Processor, processing personal data on the Customer’s behalf.
- Scope & Purpose: We process personal data solely to provide the GatherCRM service, including hosting, storing and managing the Customer’s business data, importing data you supply to us, account management and technical support.
- Duration: Processing continues for the duration of the subscription and ends on termination, subject to the deletion terms below.
- Data Types & Subjects: We process personal data relating to the Customer’s clients, contacts, employees and prospects, including names, contact details, business records, and project or financial data entered into the system.
- Our Obligations: We process personal data only on your documented instructions; ensure staff with access are bound by confidentiality; access Customer accounts only where necessary for support, maintenance or troubleshooting; and implement appropriate technical and organisational security measures.
- Personal Data Breach: We will notify you without undue delay, and in any event within 72 hours, on becoming aware of a personal data breach affecting your data, and assist you in meeting your own notification duties.
- Return & Deletion: On termination, you may export your data using the tools provided. We will delete your data within 30 days of termination, save where retention is required by law.
- Sub-processors: You consent to our use of the following sub-processors: 20i Ltd (hosting and backups, UK); Stripe (payments); Postmark (transactional email); and Xero (accounting integration, where enabled by you). We will give notice of any intended change to this list.
- International Transfers: Personal data is hosted in the UK. Certain sub-processors may process limited data (such as email or payment information) outside the UK/EEA; where they do, appropriate safeguards are in place as required by UK GDPR.
- Data Subject Rights: We will assist you, so far as reasonably possible, in responding to data subject requests (access, rectification, erasure) within statutory timeframes.
- Audit: We will make available information reasonably necessary to demonstrate compliance with this section, on reasonable notice.
