Please read these terms and conditions carefully. If You do not agree to these terms, You should not accept them, create an account, or use the Platform. In the event of a conflict between these terms and conditions and the additional agreements incorporated herein by reference, these terms and conditions shall prevail.

1.Introduction

1.1. These terms and conditions govern the ACTIVE CRM platform, and access to and use of the Platform and all other interactions with ACTIVE CRM related to the Platform, as provided by Gary Das Ltd T/A Active Success a company registered in England and Wales under number 11072529, whose registered office is at 4, The Capricorn Centre, Cranes Farm Rd, Basildon SS14 3JJ ( “We”, “Us”, “Our”) to You the purchaser of ACTIVE CRM (“You”).
1.2. All services provided as part of the ACTIVE CRM platform will be subject to these terms and conditions and You are deemed to have accepted them when You purchase an ACTIVE CRM platform subscription unless we expressly agree in writing otherwise.
1.3. These terms and conditions along with our Privacy Policy, Data Handling Agreement and Partner Programme represent the entire agreement between us and apply to the exclusion of any other terms. Ensure that You read both these terms and the above to understand how we are obliged to deal with your personal data.
1.4. By subscribing to the Platform, You acknowledge and accept that You are doing so in a business capacity, for business purposes. It is important that You review and understand these terms before using the ACTIVE CRM platform and services.
1.5. We recommend always speaking to a solicitor to ensure You understand and comply with these terms. Please note that there are terms included here that limit your rights, such as warranty disclaimers, limitations of liability, and a mandatory arbitration clause.
1.6. ACTIVE CRM reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

2.Use of Platform

2.1. You must be at least 18 years old to use our platform and services, and by accepting these Terms, creating a Platform Account, or using the Platform, You represent that You are at least 18 years old.
2.2. The person who accepts these terms is the owner of the Platform account. If You accepted the terms on behalf of a business entity, the business entity is the owner of the Platform account.
2.3. your use of the Platform is subject to your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. If You accept these Terms on behalf of a business entity, You represent and warrant that You have the authority to bind the business entity to these terms.
2.4. You cannot use our platform in any way that breaks our rules or the law. You are responsible for making sure your use of the Platform and services is compliant with applicable laws and regulations.
2.5. You may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, You represent and warrant that:

You will maintain in effect all licenses, permissions, authorisations, consents, necessary to carry out the obligations under these Terms;

You are fully responsible for your actions and the actions of your employees and agents, who use the Platform;

You and your employees will provide reasonable cooperation regarding information requests from regulators, or telecommunication providers;

You own or control all rights in and to all content You provide to ACTIVE CRM including, but not limited to, any code provided to customise the Platform for your customers

You will provide these Terms to your employees and agents, and confirm that all employees and agents understand that they are subject to these Terms if they use the Platform;

You will be solely responsible for your use of the Platform, including the quality and integrity of any data and other information, including Information, made available to us by or for You through the use of the Platform.

2.6. You are responsible for maintaining the confidentiality of your login credentials. You are responsible for all uses of your Platform account and login credentials, whether or not knowingly authorised by You.
2.7. You agree to notify ACTIVE CRM immediately of any unauthorised access to or use of your Platform account or login credentials or any other breach of security.
2.8. ACTIVE CRM reserves the right to disable your login credentials at any time in its sole discretion for any or no reason, including if, in ACTIVE CRM’s opinion, You have violated any provision of these Terms.
2.9. Platform accounts are non-transferable, and under these terms You are obligated to take preventative measures to prohibit unauthorised users from accessing your Platform Account using your Login Credentials.
2.10. We provide access to the Platform on a reasonable use basis. We have no liability for the effect that your excessive data use may have on performance.
2.10.1. If, in ACTIVE CRM’s sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the Platform in any way, we may require that You upgrade your Services in order to continue your activity levels if your data use exceeds the intended use.
2.10.2. If ACTIVE CRM’s operational costs to support your Platform usage exceeds the subscription price we may suspend or terminate your use of the Platform or Services, and/or reduce the amount of data You are able to use.
2.11. We make regular updates to our platform, and sometimes those updates might affect the previous mode of operation of the Platform.
2.11.1. ACTIVE CRM reserves the right to make updates or changes to the Platform at any timem and without notification.
2.11.2. You agree that your use of the Platform or purchase of Services is not contingent on ACTIVE CRM’s delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any Third-Party Services.
2.12. We do not allow access to or use of our platform by those located in embargoed countries.
2.12.1. If You are in an embargoed country or are a sanctioned person or entity, You are prohibited from using the Platform.
2.12.2. ACTIVE CRM makes no representation that materials on the Platform are appropriate or available for use in locations outside the United Kingdom. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk.
2.12.3. If You choose to access the Platform from outside the UK, You are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet.
2.12.4. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited.

3.Communication Services

3.1. ACTIVE CRM are a technology platform communication service application provider ONLY. We do not originate, send, or deliver any communications on your behalf. If You use any of the communication services features on our platform, You are responsible for making sure your communications comply with all applicable laws.
3.2. The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods. If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications. You represent and warrant that You understand and will comply with those laws. ACTIVE CRM is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws. You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email or otherwise, are created by and initiated by You and/or your customers, whether generated by You or sent automatically via the Platform at your direction.
3.3. Some features on our platform may leverage or include Third-Party Services.
3.3.1. If You choose to use the phone number feature or register any sub-domain email addresses to be used through ACTIVE CRM, we might have to release those phone numbers or emails if You pause or delete your account, and the phone numbers or addresses may no longer be available if You reactivate or un-pause your account.
3.3.2. ACTIVE CRM is not responsible for the usability or accessibility of Third-Party Services. If You choose to pause or delete your Platform Account, certain features or functionality (such as phone numbers or email services) may not be retrievable upon reactivation.
3.3.3. If You choose to pause some or all of your Platform Account for more than thirty (30) days, and ACTIVE CRM is still incurring costs on your behalf related to Third-Party Services (such as the costs of securing a particular phone number on your behalf, or web hosting), ACTIVE CRM reserves the right to release the phone number or delete some or all of your Platform Account in its sole discretion, without liability.
3.3.4. ACTIVE CRM disclaims all liability related to outages or downtime of Third-Party Services.
3.4. The Platform may include Third-Party Content that was created or provided by third parties.
3.4.1. ACTIVE CRM is not responsible for Third-Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third-Party Content.
3.4.2. Your use of Third-Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third-Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of ACTIVE CRM.
3.4.3. You are responsible for ensuring that your engagement or transactions with Third-Party Content is in compliance with these Terms and any applicable laws.

4.Prohibited Uses

4.1. Engaging in a Prohibited Uses is a material breach of this Agreement for which ACTIVE CRM may immediately suspend or terminate your Platform Account in accordance with these Terms.
The following are considered Prohibited Uses of the Platform:

Use of the Platform in any way that violates any applicable law or regulation.

Use of the Platform to exploit, harm, or attempt to exploit or harm anyone in any way.

Use of the Platform to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.

Use of the Platform to transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

Impersonating or attempting to impersonate ACTIVE CRM or HighLevel or an ACTIVE CRM or HighLevel employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

Engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform

Engaging in any conduct that may, as determined by ACTIVE CRM, harm Platform users or ACTIVE CRM, or expose either to liability.

Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real-time activities through the Platform.

Use of any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.

Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorised purpose without ACTIVE CRM’s prior written consent.

Use of any device, software or routine that interferes with the proper working of the Platform.

Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

Attempting to gain unauthorised access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform.

Attacking the Platform via a denial-of-service attack or a distributed denial-of-service attack.

Otherwise attempting to interfere with the proper working of the Platform.

The above are an unlimited list of behaviours that we do not tolerate by users of our platform.

5.Privacy & Data Handling

5.1. Please read our Privacy Policy. Privacy is important and something we take very seriously. By accepting these terms You are agreeing to hold a Privacy Policy of your own that You make available to your customers.
5.2. By using the Platform and providing Information on or through the Platform, You consent to ACTIVE CRM’s use and disclosure of the Information in accordance with the Privacy Policy incorporated herein by reference.
5.3. You agree that ACTIVE CRM has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform.
5.4. You must implement and enforce your own Privacy Policy, providing the level of protection at least equal to that provided to You by ACTIVE CRM and HighLevel. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your Privacy Policy.
5.5. You represent and warrant that You have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.

6.Term & Cancellation

6.1. These terms and conditions apply once You make your first subscription payment for ACTIVE CRM and shall continue until it is terminated in accordance with these terms and conditions.
6.2. You have the right to cancel your subscription at any time by sending an email to [email protected] and your subscription will end 30 days after your last subscription payment is received.
6.3. We reserve our rights to terminate your access to ACTIVE CRM, with immediate effect, if You:

commit a material breach of your obligations under these terms and conditions; or

fail to provide payment of any amount due in respect of the Platform fee as and when it becomes due; or

have a bankruptcy petition presented against You or You become subject to a bankruptcy order; or

enter into a voluntary arrangement pursuant to the Insolvency Act 1986.
6.4. Upon termination of this arrangement for any reason:

all clauses which either expressly or by their nature relate to the period after the delivery of the Services or expiry or termination of the same shall remain in full force and effect;

and You shall cease to use, either directly or indirectly any Confidential Information,

and shall immediately return to us any documents in your possession or control which contain a record of any Confidential information.

7.Payment

7.1. All Fees and charges are nonrefundable, credits may be applied strictly at our discretion.
7.1.1. Except as may be required by law, ACTIVE CRM reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason.
7.1.2. ACTIVE CRM’s determination of if and when to issue or deny a refund or credit is final.
7.2. Your use of the Platform is subject to the timely payment of all Fees.
7.3. Fees may change from time to time.
7.4. All Fees are exclusive of Communication Surcharges or Usage Fees, and You will pay all Communications Surcharges or Usage Fees associated with your use of the Platform.
7.4.1. Communications Surcharges or Usage Fees will be shown as a separate line item on an invoice.
7.5. Fees will be billed to the credit card we have on file.
7.6. Fees for subscriptions will be billed in advance of Services.
7.7. You agree to provide us with accurate and complete billing information and notify us of any changes within 10 days of the change.
7.8. Some subscriptions for Services may require a non-cancellable minimum subscription commitment which cannot be cancelled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved.
7.9. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services You have purchased, You agree that we may suspend or terminate your use of the Platform and/or delivery of Services and may require You to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us.
7.9.1. In the event legal action is necessary to collect on any balances due, You agree to reimburse us for all expenses incurred to recover sums due, including legal fees and expenses.
7.10. You will notify us in writing within sixty (60) days of the date we bill You for any invoiced Fees or charges that You wish to dispute.
7.10.1. You must pay all invoiced Fees and charges while the dispute is pending, or You waive the right to pursue the dispute.
7.10.2. Where You are disputing any Fees or charges, You must act reasonably and in good faith and cooperate diligently with us to resolve the dispute.
7.10.3. All ACTIVE CRM’s determinations regarding your obligation to pay invoiced Fees and charges are final.
7.11. You are solely responsible for any excess Fees incurred by You as a result of an error or omission made by You or a third party.
7.11.1. ACTIVE CRM does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions.
7.11.2. If You sign up for a subscription but do not access the Service or Platform, You are still responsible for all Fees during the term of your subscription.
7.12. You are solely responsible for the cancellation of Services associated with your account, and You will be responsible for all Fees incurred until such cancellation occurs, according to the terms set out in clause 6 herein. No refunds will be provided for your failure to properly cancel the Services associated with your account.
7.13. You agree that your subscription will auto-renew on expiry each month or year unless or until You cancel the service by giving notice in writing to ACTIVE CRM.

8.Partner Programme

8.1. ACTIVE CRM offers an Partner Programme* for ACTIVE CRM under which customers may receive commissions for referring new accounts to ACTIVE CRM.
8.2. Your participation in the Partner Programme is subject to ACTIVE CRM’s approval and your acceptance of the Partner Programme terms and conditions, a copy of which is available here and is incorporated herein by reference.
8.3. You must establish a payment account linked to your ACTIVE CRM account in order to earn and receive commission payouts.
8.4. Commissions may be forfeited if ACTIVE CRM is unable to submit payment to your payment account for any reason.
*Separate terms and conditions apply to the Partner Programme.

9.Intellectual Property

9.1. The Platform and Platform Content are the property of ACTIVE CRM and HighLevel and are protected by copyright, trademark and other intellectual property laws, except as indicated below.
9.2. Platform Content does not include User Contribution(s), as defined below.
9.3. ACTIVE CRM and HighLevel grant You a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform for the purpose of making the Platform available to You and your customers.
9.4. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of ACTIVE CRM is strictly prohibited, and will be found to be in breach of these terms.

10.User Contributions

10.1. You own the content that You post on our Platform, but You give us permission to use the content.
10.2. ACTIVE CRM reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason.
10.3. You cannot post anything inappropriate or offensive, or materials that infringe someone else’s intellectual property rights.
10.4. User Contributions are considered non-confidential and non-proprietary.
10.5. You grant ACTIVE CRM, our service providers and each of their licensees, successors, and assigns the perpetual right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for any purpose.
10.6. You also grant ACTIVE CRM the right to use your Information and User Contributions to improve the Platform, develop new services, and/or improve ACTIVE CRM and HighLevel’s overall product offerings and business model.
10.7. ACTIVE CRM is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contributions of third parties.
10.8. ACTIVE CRM is not responsible for any failure or delay in removing User Contributions that violate the Terms.
10.9. You represent and warrant that:

All of your User Contributions comply with these Terms;

You understand and acknowledge that You are responsible for the legality, reliability, accuracy and appropriateness of your User Contribution.
10.10. You are prohibited from posting User Contributions on the Platform that:

Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content;

Victimise, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or

Breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform account.

11. Feedback
11.1. If You provide Feedback, You agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and ACTIVE CRM has no obligation to use the Feedback.
11.2. You grant ACTIVE CRM and its designees a perpetual, irrevocable, non-exclusive, fully paid up and royalty-free license to use any Feedback You submit to ACTIVE CRM without restrictions or payment or other consideration of any kind, or permission or notification to You or any third party.
11.3. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Feedback, and all rights therein, in the name of ACTIVE CRM or its designees throughout the universe in perpetuity in any and all media now or hereafter known.
11.4. You represent that the Feedback is your own original work, You have all necessary rights to disclose the Feedback to ACTIVE CRM and neither your disclosure of the Feedback nor ACTIVE CRM’s review and/or use of the Feedback will infringe upon the rights of any other individual or entity.
11.5. If your Feedback is the subject of a patent that is pending or has been issued, You are required to disclose that fact to ACTIVE CRM.
11.6. You hereby irrevocably release and forever discharge ACTIVE CRM from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which You now have or hereafter can, shall or may have against ACTIVE CRM with respect to the Feedback, including without limitation how ACTIVE CRM directly or indirectly uses the Feedback.
11.7. You agree that You are responsible for the content of the Feedback and further agree (at ACTIVE CRM’s option and at your sole expense) to defend, indemnify, and hold ACTIVE CRM harmless from any and all actions, claims, liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys' fees, which ACTIVE CRM may incur as a result of use of the Feedback in accordance with these Terms.

12.Copyright

12.1. If You believe that your copyrights have been infringed, or that your intellectual property rights have been otherwise violated by a third party’s use of our Platform, You should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged infringement and will take appropriate actions.

To be effective, the notification must be in writing and contain the following information:

an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that You claim has been infringed;

a description of where the material that You claim is infringing is located on the Platform, with enough detail that we may locate it;

your address, telephone number, and email address;

a statement by You that You have a good faith belief that the disputed use is not authorised by the copyright or intellectual property owner, its agent, or the law; and

a statement by You, made under penalty of perjury, that the above information in your notice is accurate and that You are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner's behalf.

We may, at our sole discretion, limit access to the Platform and/or terminate the account of any user who infringes any intellectual property rights of others.

13.Disclaimers

13.1. The Platform is provided on an “as is” and “as available” basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of fitness for a particular purpose, or the warranty of non-infringement.
13.2. Your use of the Platform is at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities.
13.3. You agree that ACTIVE CRM has no responsibility or liability for the deletion or failure to store any information or content maintained or transmitted on or through the Platform.
13.4. Without limiting the foregoing, we make no warranty that:

the Platform will meet your requirements,

the Platform will be uninterrupted, timely, secure, or error-free,

the results that may be obtained from the use of the Platform will be effective, accurate or reliable, or

the quality of the Platform will meet your expectations or be free from mistakes, errors or defects.

13.5. You acknowledge that the internet and telecommunications providers’ networks are inherently insecure. Accordingly, you agree that ACTIVE CRM is not liable for any changes to, interception of, or loss of your data while in transit via the internet or a telecommunications provider’s network.
13.6. ACTIVE CRM makes no warranty regarding any transactions executed through a third-party or third-party services or in connection with the Platform, and you understand and agree that such transactions are conducted entirely at your own risk. Any warranty that is provided in connection with any services or content available on or through the Platform from a third party or through third-party services is provided solely by such third party.
13.7. We reserve the sole right to either modify or discontinue the Platform, including any services or features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right.
13.7.1. Modifications may include, but are not limited to, changes in the pricing structure and the addition of free or fee-based services.
13.7.2. Any new features that augment or enhance the then-current services on this Platform shall also be subject to these terms and conditions.
13.8. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you. Please consult the laws in your jurisdiction.

14.Limitation of Liability, Indemnification, and Mitigation

14.1. Any direct damages that ACTIVE CRM might owe are capped at the amounts You paid us in the three-month period before the act giving rise to the liability.
14.2. ACTIVE CRM is not responsible for any damages that indirectly resulted from an incident.
14.3. Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount You paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability.
14.4. In no event shall ACTIVE CRM be liable to you or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from malicious code, loss of use, data or profit loss, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the platform or third party services or of any website referenced or linked to from the platform.
14.5. We shall not be liable in any way for third-party services or disruptions thereof, or third-party promises and/or statements regarding our platform services or content or for transactions with the third party through the platform, including without limitation the processing of orders.
14.6. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you. Please consult the laws in your jurisdiction.
14.7. You agree to defend, indemnify, and hold ACTIVE CRM harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable legal fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform (“Claims”), including, but not limited to:

our use of or reliance on information or data supplied or to be supplied by You, your employees, agents, or customers;

any breach of or default under these Terms by You, your employees or agents,

the wrongful use or possession of any ACTIVE CRM property by You, your employees or, agents

any negligence, gross negligence or wilful misconduct by You or your employees or agents;

misrepresentations by You, your employees or agents;

violation(s) of applicable law by You, your employees or agents

your actions and the actions of your employees or agents;

the acts or omissions of You, your employees or agents in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services,

Taxes and other Fees and/or

any disputes between (1) You and other users (2) You and your customers.
14.8. If the Platform is found to violate any third party intellectual property right, at our option we may:

obtain the right for You to continue to use the Platform as contemplated by these Terms;

modify or replace the Platform, in whole or in part, to seek to make the Platform non-infringing; or

require You to immediately cease any use of the Platform.
14.9. Any cause of action or claim you may have arising out of or relating to these terms or the platform must be commenced within three (3) months after the event giving rise to the action or claim occurred, regardless of when you knew or should have known about it; otherwise, such cause of action or claim is permanently barred.

15.Change of Control

15.1 ACTIVE CRM may assign its rights under these Terms at any time, without notice to You. You may not assign your rights under these Terms without ACTIVE CRM’s prior written consent which may be withheld at ACTIVE CRM’s sole discretion.

16. Entire Agreement
16.1. Except as noted within, these Terms constitute the sole and entire agreement between You and ACTIVE CRM with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Platform.
16.2. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorised representative of ACTIVE CRM.

17. Term and Termination
17.1. We retain the exclusive right to terminate this agreement and your access to the platform at any time, for any reason.
17.2. These Terms will remain in full force and effect so long as You maintain a Platform Account.
17.3. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after You are no longer a Platform user.
17.4. You agree that ACTIVE CRM, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to You or to any third party for any claims, damages, costs or losses resulting therefrom.
17.5. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting You to the proper authorities, if necessary.
17.6. ACTIVE CRM reserves the right to delete Platform Accounts that have remained inactive for at least one (1) year.
17.7. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease.
17.8. ACTIVE CRM is not liable to You or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.
17.9. If You, for any reason, would like to terminate your access to the Platform, ACTIVE CRM requires written notice at least 30 days before your next billing date.

18. Force Majeure

18.1. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labour disruption, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

19. Applicable Law, Binding Arbitration, and Class Action Waiver
19.1. The laws of England will govern these Terms and conditions and any disputes under them.
19.2. If You and ACTIVE CRM are not able to resolve any dispute to the satisfaction of both parties within 28 days, the matter in dispute will be referred to mediation in accordance with the CEDR Model Mediation Procedure.
19.2.1. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
19.2.2. To initiate the mediation, a party must give notice in writing (“ADR Notice”) to the other party requesting a mediation.
19.2.3. A copy of the request will be sent to CEDR Solve. The mediation will start not later than 15 Business Days after the date of the ADR Notice.
19.3. All claims and disputes within the scope of this mediation agreement must be arbitrated or litigated on an individual basis and not on a class basis.
19.4. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

20. Communications and Contact Information
20.1. All notices to a party shall be in writing and shall be made via email. Notices to ACTIVE CRM must be sent to [email protected].
20.1.1. You agree to allow us to submit notices to You either through the email address You provided when registering, or to any address we have on record. Notices are effective on receipt.
20.2. ACTIVE CRM may contact You regarding these Terms using any information You provide, or by any other means if You do not provide contact Information. If You no longer wish to receive communications from ACTIVE CRM, You can click on the “unsubscribe link” provided in such communications or contact us at [email protected].
20.3. When You create a Platform account, You must designate a primary email address that will be used for receiving electronic communication related to these Terms.
20.4. ACTIVE CRM will never send You an email requesting confidential information such as account numbers, usernames, or passwords, and You should never respond to any email requesting such information.
20.4.1. If You receive such an email purportedly from ACTIVE CRM do not respond to the email and notify ACTIVE CRM by emailing us at.
20.5. For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us by email at [email protected].

21. Definitions
21.1. “Communication Surcharges” means any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges related to your use of the Platform.
21.2. "Feedback” means ideas You provide to ACTIVE CRM regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other matters related to ACTIVE CRM’s business.
21.3. “Fees” means any fees associated with the Platform, including but not limited to the monthly subscription services fee and any fees associated with add-in Services that You may purchase.
21.4. “Information” means data about You and your customers that ACTIVE CRM collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.
21.5. “Login Credentials” means the username and password used to access your Platform Account.
21.6. “Platform” means any Services, Training, content, functionality, communication channels, and software or other services or features offered to customers on or through ACTIVE CRM’s website or mobile application, including ACTIVE CRM.
21.7. “Platform Account” means the account You created in order to access and use ACTIVE CRM.
21.8. “Platform Content” means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform Content does not include User Contributions.
21.9. “Prohibited Conduct” means the behaviours described in Section 2.
21.10. “Services” means the variety of product integrations and services that ACTIVE CRM makes available on the Platform. Services may include Third Party Services.
21.11. “Sub-Account” means a subscription for one business under a Platform Account.
21.12. “Third Party Content” means content, promotions or offers provided by third parties or links to external third-party websites that may be accessible on the Platform.
21.13. “Third Party Services” means any Services or other services owned and provided by a third-party vendor that ACTIVE CRM makes available to You as a Service on or through the Platform.
21.14. “Training” means any training, information or suggested usages conveyed by ACTIVE CRM about the Platform.
21.15. “User Contributions” means content or materials that You post, submit, upload, publish, display, or transmit on or through the Platform or to ACTIVE CRM directly.
21.16. “You” or “You” or any derivatives thereof means the individual who accepted the Terms or the business entity that the individual represents. “You” also includes any and all agents, employees, or third parties that are authorised to act on your behalf.