Terms of Service

The parties agree this schedule applies if the Client wishes to use the Fieldmagic Software and CRM Online grants the Client a licence to use it. This schedule forms part of, and needs to be read in conjunction with, the rest of CRM Online’s Master Services Agreement. In this schedule:

Documentation means any operating manuals and other materials designed to assist or supplement the understanding or use of the Software.

Software means the Fieldmagic software as described in Part 3 – Services. Territory has the meaning set out in Part 3 - Services. Other capitalised terms not defined have the meaning given in Part 4 – General T&Cs.

  1. Licence & fees

    CRM Online grants to the Client a non-exclusive, non-transferable licence to use the Software and the Documentation in Australia for the Term (Licence). In consideration for the Licence, the Client must pay the Fee to CRM Online as set out in Part 2 – Payments & Milestones. If any Permitted Use is specified in Part 3 – Services, the Client may only use the Software for that Permitted Use.

  2. Passwords and Access

    If the Client must select any user names and passwords for access to the Software, the Client agrees:

    1. (a) the Client is solely responsible for:
      1. (i) keeping confidential and maintaining the security of any such user names and passwords; and
      2. (ii) all activities that occur in accessing the Software using those details;
    2. (b) not to allow any unauthorised person to use such user names and passwords to access the Software;
    3. (c) to immediately notify CRM Online of any unauthorised uses of such user names or passwords or unauthorised access to the Software or Client Data or any other breaches of security;
    4. (d) any transactions or activities undertaken under any user name and password of the Client will be deemed to have been undertaken by the Client; and
    5. (e) to indemnify CRM Online for any loss and damage it incurs in the event of any authorised use of the Client’s user name or password or unauthorised access to the Software or Client Data.
  3. Client’s Obligations
    1. (a) The Client acknowledges and agrees:
      1. (i) internet and browser access is required to access the Software and the Client is solely responsible to obtain such access;
      2. (ii) the Client is solely responsible for creating backups and copies of all Client Data, content and any other materials supplied or uploaded by the Client to the Software; and
      3. (iii) CRM Online is not liable for any loss or damage arising out of the Client’s failure to back up all such Client Data, content and any other material.
    2. (b) Except as expressly permitted by law, the Client must not reverse assemble, reverse compile, rent, lease, lend, resell, host to or for third parties the whole or any part of the Software.
  4. Security

(a) The Client will ensure that any Client Data, content or any other material supplied or uploaded by the Client in connection with the Software does not contain any defects, viruses or other code that may interfere with the Software, CRM Online’s servers or any site hosted by CRM Online.

  1. (a) If CRM Online believes that any Client Data, content or material supplied or uploaded by the Client or the Client’s use of the Software is a threat to the security or proper functioning of the Software or CRM Online’s servers, CRM Online may suspend or terminate this Agreement.
  2. (b) The Client agrees at its cost to provide to CRM Online with any information including copies of data or scripts, as requested by CRM Online to confirm the Client’s compliance with clause 4(a).

5. Acceptable Use Policy

(a) The Client must not use the Software in a manner that, in the opinion of CRM Online, may adversely affect the efficiency, security or operation of the Software or CRM Online’s servers.

  1. (a) The Client must not use the Software for illegal or unauthorised purposes or for the transmission of material that is unlawful or for the transmission of spam or junk mail.
  2. (b) The Client agrees and warrants that any Client Data or other material supplied or uploaded by the Client in connection with the Software:

(i) is not illegal, indecent, obscene, vulgar, pornographic or offensive; and

(ii) does not infringe the rights, including any intellectual property rights, of any third party.

(c) CRM Online reserves the right to immediately suspend the Client’s access to and use of the Software if CRM Online, acting reasonably, believes that the Client has used the Software for any illegal or unauthorised activity or any activity which otherwise breaches any acceptable use policy which may be notified by CRM Online to the Client from time to time.

(d) CRM Online reserves the right to check, alter or delete files or content that are considered by CRM Online to be inappropriate, illegal or otherwise in breach of this Agreement and any costs incurred by CRM Online to do so will be paid by the Client.

6. Intellectual Property

  1. (a) The Client acknowledges that it has no right or interest in the Software or the Documentation or in any modifications to, or enhancements, updates or new releases of, the Software or the Documentation or any other intellectual property rights in the Software or the Documentation, with the exception of the Client Data. CRM Online reserves any rights which are not expressly granted to the Client under this Agreement.
  2. (b) The Client acknowledges CRM Online owns all right and title to all intellectual property rights in and relating to the Software and the Documentation will not do anything to prejudice, challenge. impair or invalidate such intellectual property rights.
  3. (c) If the Client becomes aware of any actual or likely infringement or challenge of CRM Online’s intellectual property rights in and in relation to the Software and Documentation, it will immediately notify CRM Online and provide information of the actual or likely infringement or challenge.