Customer terms.

Welcome to sheepCRM, the UK’s leading membership software for professional bodies, associations and member based clubs.

Please read these customer terms of use (“Customer Terms”) carefully before accessing or using the sheepCRM services (“Service”) provided through our website at https://sheepcrm.com and associated sub-domains (“Website”).

The Website is operated by Authentic Digital Limited ("sheepCRM"), a private limited company registered in England with number 08327127 whose registered office is at 3 Filers Way, Weston Gateway Business Park, Weston-Super-Mare, North Somerset BS24 7JP (“we” or “us” or “our”). Our VAT number is 152 6845 00. These Customer Terms apply to all Customers who access or use the Service.

By paying our invoice you agree to be legally bound by these Customer Terms, Data Processing Agreement and Privacy Policy as they may be modified and posted on our Website from time to time. In these Customer Terms, “you” refers to the entity you represent (“Customer”).

If you do not agree with these Customer Terms, Data Processing Agreement, Privacy Policy or our Fair Use Policy, you may not use the Service.

You may connect to the Service using an Internet browser supported by the Service. You are responsible for obtaining access to the Internet and any equipment necessary to use the Service.

Signup

The person signing up for the service will be designated as the super administrator (“Super Administrator”), the Customer contact who has day to day responsibility for the Customer account (you may designate more than 1 super administrator). The service is only for use by either a single legal entity (e.g. a company or charity). You must provide the Customer legal full name, address, a valid email address, and any other information requested in order to complete the signup process. The Customer acknowledges that, if the Customer allows a third party to open an account on their behalf or designates any of the third party's personnel as Super Administrators of the Customer's account, the third party will be able to control account information, including Customer Data, and access to the Customer's account.

You may invite users to access your account (“Users”) by inviting them to register as a User. The Super Administrators are responsible for inviting and managing users and ensuring that all Users are 16 years old or older.

The features of the Service may differ depending on the account you signup for.

Term

The initial contract term is for 12 months. After the initial term, the agreement will automatically transition to a rolling monthly basis, which can be terminated with 30 days’ notice.

Use of your account shall commence after signup and shall continue until terminated by either party in accordance with the provisions of these Customer Terms.

Relationship Between Customer, Users and Super Administrator

You are responsible for ensuring that all contact, email and name details used in connection with the Service are accurate and current during the term of this agreement. The Super Administrators control the day to day administration of the Customer account. The Super Administrators can cancel access to the Service, enable or disable third party integrations, manage permissions and export settings. These actions may result in changes to the access, use, disclosure, modification or deletion of certain or all Customer Data.

Invited Users may access the Service and submit content or information (“Customer Data”) subject to the provisions of these Customer Terms. You shall ensure that all Users comply with these Customer Terms and you shall be liable for any breaches of the Customer Terms caused by any acts or omissions of Users as if the Customer had carried out such acts or omissions itself.

Users are not permitted to share their username and password with any other person nor with multiple users on a network.

You are responsible for any and all activities that occur in your account. You will immediately notify us if you become aware of any unauthorised use of your account, passwords or any breach of security. Where a User misuses your Account you are responsible for taking any remedial action to protect your account. The Customer may request our help in providing audit activity to help ascertain any breaches. We shall act with reasonable care in providing audit assistance but shall have no liability for any loss or damage arising as a result of providing such audit assistance

If a person proven to be acting on behalf of the Customer asks us to replace a Super Administrator we will only make the change
i. if there is only one Super Administrator on the Account and,
ii. if we are lawfully obliged to do so i.e. by court order, or if requested by the Customer in circumstances where the Super Administrator cannot make the change i.e. in the event of their death, on us being provided with acceptable evidence of the Super Administrator’s inability to make the change.

Customer Data

You own all content and data you add to your account and you retain sole ownership of all rights, title and interest in, and to, your Customer Data. You have the sole responsibility for the legality, reliability, integrity, accuracy and quality of your Customer Data.

We have no responsibility for the way in which you choose to use your account to store or process your Customer Data. In particular we maintain a directory, (“sheepCRM Integrations”), where some non-sheepCRM products are available for integration or you may choose to create your own integration via the application programme interface (“API”). We do not warrant or support these products, and you decide whether or not you wish to enable them. If you choose to use any third party integration and we become aware of excessive requests to your account via the API we reserve the right to suspend access to the API. We shall attempt to email you prior to suspension.

If Customer Data is being passed from, or to, the Service through an API, we will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted, or accessed by, third party products.

Fees Invoicing & Payment

Set-up fees will be invoiced at the start of the on-boarding process, which is a start date that we'll agree between us before we start.

Cancellation Policy for Setup Fees

If the Customer chooses to cancel the project:

• Before the confirmed start date: The Customer shall be liable to pay 50% of the agreed setup fee to cover preparation and administrative costs incurred.

• On or after the confirmed start date: The Customer shall be liable to pay 100% of the agreed setup fee, reflecting the commitment of resources and commencement of services.

This policy applies irrespective of the onboarding stage or the extent of services rendered at the time of cancellation.

Direct Debit Payments

For monthly paying accounts, the Customer agrees to sign up to a Direct Debit mandate with GoCardless and authorise us to deduct payments of the monthly fees as published on the invoice. The Direct Debit mandate must be registered in the Customer’s name. Direct Debit mandates and payments are subject to validation and authorisation checks of GoCardless.

If you sign up for a monthly fee paying account you will be invoiced monthly in advance from the day your account was created. The Service shall continue until cancelled or terminated and you shall be liable to pay monthly fees for the account. Customers will be billed monthly in advance on or around the day your account was created. There will be no refund or credit for partial months of Service. Fees are chargeable and shall be payable until an account is terminated or cancelled, even if you never use the Service.

Annual Invoice Payments

Where we agree to you having, and you sign up for an annual Customer account you will be invoiced annually in advance from the day your account was created. The Service shall continue on an annually renewing subscription term until cancelled or terminated and you shall be liable to pay annual fees for the account.

Customers will be billed annually and payment of all fees is due within 14 days of the date of all invoices. If you cancel your customer account, there will be no refund or credit for any part of a subscription term. In the unlikely event we choose to terminate these Customer Terms, we shall refund you any prepaid fees covering the remainder of a subscription term after the effective date of termination. Fees are chargeable and shall be payable until an account is terminated or cancelled, even if you never use the Service.

We shall be permitted to audit all use of the Service to check compliance with the pre-agreed number of contacts permitted under the agreement. If the number of contacts exceeds the number permitted, we may invoice you extra fees for the additional contacts on a prorated basis for the remainder of the current term. We will always notify you first.

You may request a downgrade to a different plan effective from the annual renewal of the current term, by contacting us by email at support@sheepcrm.com.

We reserve the right to correct any errors or mistakes on fees, even if we have already requested or received payment.

All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on use of the Service and such amounts shall be the responsibility of, and payable by, the Customer. If the Customer’s place of business is within the UK we will add UK VAT to our fees at the then current rate. If your place of business is outside of the UK and we are not obliged to charge you VAT (due to current applicable law), we will only exclude VAT from invoices if you provide us with a valid VAT registration number or other proof that you are using the Service for business purposes.

Suspension & Termination

Suspension & Locking Access

We reserve the right to suspend access to your account if you fail to pay the full amount of any outstanding fees and charges due or you fail to pay us any sums owed for the Service for any reason within 30 days of the due date for payment. We will provide your Super Administrator with prior notice by email of our intention to suspend your Customer account but if payment remains outstanding for a further 14 days thereafter, we reserve the right to suspend your account without further notice. If, within 60 days of suspending your Customer account, the amount of any outstanding fees and charges is not paid to us in full, your Customer account will be cancelled.

Termination & Cancellation

We may terminate these Customer Terms immediately by giving you written notice if you or a User commit any breach of these Customer Terms. We may terminate these Customer Terms for any other reason upon giving you 30 days written notice.

Termination of these Customer Terms for any reason shall not affect the accrued rights of the parties arising under these Customer Terms and all rights which by their nature should survive the expiry or termination of these Customer Terms shall remain in full force and effect.

Following the initial 12 month contract term, your Super Administrator may cancel your Customer account with 30 days written notice by contacting support@sheepcrm.com. Your recurring billing schedule will be ended upon cancellation. All fees relating to the period up to the effective date of cancellation remain payable, where not already paid and no refund of any fees for the full subscription term shall be made.

At the end of the current billing period, non-administrator accounts will be suspended but administrator accounts will have a further 7 days to export your data. (Data exports are available at any time in CSV format.) After this period, your account and all Customer Data contained within it will be permanently deleted and the agreement between us as set out in these Customer Terms will automatically terminate. Please be aware that partial data may reside in our backup and/or archive systems.

Data Processing

Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.

To the extent that personal data is processed by us on your behalf when you or Users use the Service, you acknowledge that we are a data processor and the Customer is a data controller. The terms of the Data Processing Agreement shall apply to all Customer Data that we process on your behalf.

Any information that you provide to us during signup or information provided when ordering the Service (such as the Customer’s email address) will be used by us in accordance with the terms of the Privacy Policy.

If a third party alleges infringement of its data protection rights, we shall be obliged to take measures necessary to prevent the infringement of a third party’s rights from continuing.

Availability & Support

We will endeavour to make the Website and Service available to the Customer and Users 24 x 7, however we shall not be liable if for any reason the Website or Service is unavailable at any time or for any period.

We may suspend access to your account temporarily and without notice in the case of system failure, maintenance or repair or due to a Force Majeure Event (defined below).

We will provide technical support to you by Intercom and email only. Technical support will only be provided for bugs or errors that are reproducible by us. You agree to provide us with full and accurate details of all bugs and errors, on request. You acknowledge that we provide no warranty that all or any bugs or errors will be corrected.

Our technical support hours are - Monday to Friday, 9.00am - 5.00pm (UK time)

Neither our staff nor our third party service partners have access to any user passwords. A support user account is automatically added to The Service to facilitate technical support.

Browser Support

We only support the latest version of major browsers: Chrome, Firefox, Edge and Safari. Older browsers can be a security risk and we reserve the right to actively block any browser we consider to be insecure.

Intellectual Property Rights

All intellectual property rights and title to the Service and materials on the Website, including without limitation photographs and graphical images (save to the extent they incorporate any Customer Data or third party owned item) shall remain owned by us and our licensors and no interest or ownership in the Service or Website is transferred to the Customer. Nothing in these Customer Terms shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Service or Website.

No part of the Website or Service may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.

When using the Service, Customers are encouraged to provide us with their feedback, suggestions or ideas for changes to the Service (“Feedback”). The Customer assigns to us all rights, title and interest in any Feedback. If for any reason such assignment is ineffective, the Customer shall grant us a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such feedback without restriction.

We may take and maintain technical precautions to protect the Service and Website from improper or unauthorised use, distribution or copying.

Acceptable Conduct

You are prohibited from posting or transmitting to or from the Website and/or the Service any material: (i) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or (ii) for which you have not obtained all necessary licences, consents and/or approvals; or (iii) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or (iv) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

You must not use the Website or the Service: (i) in any way that breaches any applicable local, national or international law or regulation; (ii) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; (iii) for the purpose of harming or attempting to harm minors in any way; or (iv) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of the above rules on acceptable conduct.

Disclaimer & Customer Warranties

The material on the Website and the Service is provided "as is", without any conditions, warranties or other terms of any kind. While we endeavour to ensure that the information provided on the Website and the information provided in connection with the Service is correct, we do not warrant the accuracy and completeness of such material. We may make changes to the material on the Website or to the Service, or to the products and prices described on the Website, at any time without notice. The material on the Website may be out of date, and we make no commitment to update such material.

We may share information about our future product plans with you from time to time. Please note that any public statement about our product plans is an expression of intent and should not be relied upon when purchasing the Service. Any decision to purchase the Service should be based on the functionality or features we have made available today and not on the future delivery of any functionality or features.

You warrant and represent that: (i) you have authority to enter into this agreement and to perform your obligations under these Customer Terms; (ii) the execution and performance of your obligations under these Customer Terms does not violate or conflict with the terms of any other agreement to which you are a party and is in accordance with any applicable laws; (iii) you shall respect all applicable laws and regulations, governmental orders and court orders, which relate to use of the Service, or Website, and these Customer Terms; and (iv) you rightfully own the necessary user rights, copyrights and ancillary copyrights and permits required for you to fulfil your obligations under these Customer Terms.

Except as expressly stated in these Customer Terms, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Service or Website or that the functionality of the Service or Website will meet your requirements or that the Service or Website will operate uninterrupted or error free.

Limitation Of Liability

We do not exclude or limit our liability to you for fraud, death or personal injury caused by any negligent act, omission or wilful misconduct by us in connection with the provision of the Website or Service, or any liability which cannot be excluded or limited under applicable law.

In no event shall we be liable to you whether arising under these Customer Terms or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any indirect or consequential loss or damage which shall include but not be limited to pure economic loss, losses incurred by any client of yours or other third party, loss of profits (whether categorised as direct or indirect loss), losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, wasted management or staff time, loss or corruption of data, or inability to use or the results of use of the Website or Service, any websites linked to the Website or the material on such websites.

You acknowledge and agree our total liability to you (whether in contract, tort or otherwise) under or in connection with the provision of the Website or Service under these Customer Terms including any claim for indemnity or contribution shall not exceed one hundred (100) percent of the subscription fees (excluding any VAT, duty, sales or similar taxes) paid by you to us during the preceding twelve (12) month period.

The Customer shall defend, indemnify and hold us and our employees, sub-contractors or agents harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement by the Customer, User or third party of any intellectual property rights with respect to use of the Website or Service outside of the scope of these Customer Terms; or (ii) use by us of any Customer Data or Customer or User provided item; or (iii) any access to or use of the Website or Service by a User, Client or a third party in breach of these Customer Terms; or (iv) breaches of data protection law or regulations resulting from the us processing data on behalf of and in accordance with the instructions of the Customer or User.

Confidentiality

Each party may disclose the confidential information of the other party to those of its employees and agents who have a need to know the confidential information for the purposes of these Customer Terms but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in these Terms.

Each party may disclose the confidential information of the other party to those of its employees and agents who have a need to know the confidential information for the purposes of these Customer Terms but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.

The obligations of confidentiality under these Customer Terms do not extend to information that: (i) was rightfully in the possession of the receiving party before the commencement of these Customer Terms; (ii) is or becomes public knowledge (otherwise than as a result of a breach of these Customer Terms; or (iii) is required by law to be disclosed.

Assignment

You may not transfer, assign, charge or otherwise dispose of these Customer Terms or any of your rights or obligations arising hereunder, without our prior written consent.

We may transfer, assign, charge, sub-contract or otherwise dispose of these Customer Terms, or any of our rights or obligations arising hereunder, at any time.

Relationship Between The Parties

The parties are independent contractors and nothing in these Customer Terms will be construed as creating an employer-employee relationship between us.

Communicating Between Us

We will communicate with you in English only.

All notices from you must be given to us by email at support@sheepcrm.com or by recorded delivery to 3 Filers Way, Weston Gateway Business Park, Weston-Super-Mare, North Somerset BS24 7JP United Kingdom. Unless explicitly stated otherwise in these Customer Terms we shall give all notices to you by email to the email address of the Super Administrator. Notices shall be deemed received and properly served 24 hours after an e-mail is sent, or for postal letters on receipt.

Changes

We maintain the right to change our prices, these Customer Terms, the Data Processing Agreement or Privacy Policy at any time, at our sole discretion upon giving you reasonable notice of any material change. Any changes will become effective on the date stated in such notice. If you or any User accesses or uses the Service after the date stated in any notice, this will constitute the Customer’s acceptance of any changes. If you do not accept the changes you should cancel your account before the date stated in the notice and stop using the Service.

New features in the Service, including new tools and resources, will be subject to these Customer Terms.

Force Majeure

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations caused by events outside our reasonable control (a “Force Majeure Event”).

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes but is not limited to: (i) strikes, lock-outs or other industrial action; (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (iv) impossibility of the use of public or private telecommunications networks; (v) the acts, decrees, legislation, regulations or restrictions of any government.

Our performance of our obligations shall be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to an end or to find a solution by which our obligations under these Customer Terms may be performed despite the Force Majeure Event.

Miscellaneous

Should a provision of these Customer Terms be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.

These Customer Terms, together with all documents referred to in them constitute the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.

Nothing contained in these Customer Terms is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other similar law in any jurisdiction.

Governing Law & Jurisdiction

These Customer Terms shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under these Customer Terms.