1.1 These terms and conditions ("Terms") apply to your subscription to and use of the Gateway CRM software-as-a-service platform and any associated services (collectively, the "Service").
1.2 The Service is provided by Gateway Product Solutions Ltd, trading as Gateway AI ("we", "us", "our"). We are registered in Scotland under company number SC790271 and have our registered office at 6B Hunter Street, East Kilbride, Glasgow, Scotland, G74 4LZ. Our VAT registration number is GB 508 5735 76.
1.3 These Terms form a legally binding agreement between us and the business entity you represent ("you", "your"). By subscribing to or using the Service, you confirm that you have the authority to bind that entity to these Terms.
1.4 We reserve the right to update these Terms from time to time. We will notify you of any material changes via the Service or by email. Your continued use of the Service following such notification constitutes acceptance of the updated Terms.
2.1 We grant you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business operations during the subscription term, subject to these Terms.
2.2 We will use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance and unscheduled emergency maintenance.
2.3 We may update, upgrade, or modify the Service from time to time, provided that such modifications do not materially degrade the core functionality of the Service during your current subscription term.
2.4 The Service may include integrations with third-party software, applications, or APIs. We are not responsible for the availability, performance, or security of any third-party services.
3.1 You are responsible for all activity that occurs under your account and for the actions of any users you authorise to access the Service.
3.2 You must:
3.3 You must not:
4.1 You agree to pay the subscription fees for the Service in accordance with the pricing plan you selected at checkout.
4.2 Fees are billed in advance on a monthly or annual basis, depending on your selected billing cycle. All fees are non-refundable, except as expressly stated in our Cancellation and Refund Policy.
4.3 If we do not receive payment by the due date, we may, without liability to you, disable your password, account, and access to all or part of the Service until the invoice is paid in full.
4.4 All fees are exclusive of VAT or any other applicable sales tax, which will be added to our invoices at the appropriate rate.
4.5 We reserve the right to increase our subscription fees upon 30 days' prior notice to you. Such increases will take effect at the start of your next billing cycle.
5.1 You own all right, title, and interest in and to all Customer Data and have sole responsibility for its legality, reliability, integrity, accuracy, and quality.
5.2 We will process Customer Data in accordance with our Privacy Notice and Data Processing Addendum (DPA), which are incorporated into these Terms by reference.
5.3 You grant us a non-exclusive, worldwide, royalty-free licence to use, copy, transmit, store, and back up your Customer Data solely for the purpose of providing the Service to you and for our internal business purposes (such as improving the Service).
6.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Service. Except as expressly stated herein, these Terms do not grant you any rights to, under, or in any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service.
7.1 Nothing in these Terms excludes our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
7.2 We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms for:
7.3 Our total aggregate liability to you in respect of all other losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total subscription fees paid by you to us in the 12 months preceding the date on which the claim arose.
7.4 The Service is provided on an "as is" and "as available" basis. We do not warrant that your use of the Service will be uninterrupted or error-free, or that the Service will meet your requirements.
8.1 These Terms commence on the date you subscribe to the Service and continue until your subscription expires or is terminated in accordance with this clause.
8.2 You may terminate your subscription at any time by following the cancellation process outlined in our Cancellation and Refund Policy.
8.3 We may terminate your subscription immediately by notice in writing if you commit a material breach of these Terms (including failure to pay any fees when due) and fail to remedy that breach within 14 days of being notified in writing to do so.
8.4 Upon termination:
9.1 We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations by acts, events, omissions, or accidents beyond our reasonable control.
9.2 These Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to their subject matter.
9.3 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy.
9.4 If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.
9.5 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland.
9.6 Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.