CloseRocket's terms and conditions - companies SAAS

1. GENERAL

1.1. The following terms and conditions (“Terms and Conditions”), govern your access to and use of the CloseRocket customer relationship management software accessible through CloseRocket website www.closerocket.com or other (“Site”) operated by Deal machine s. r. o., with its registered seat at Hlboká cesta 1418/42, 010 01 Žilina, Slovak Republic, Identification No.: 55 209 971, registered with the Commercial Register of District Court Žilina, Section: Sro, Insert No.: 81291/L, as applicable (“Provider”).

1.2. The subject of these Terms and Conditions is to regulate the mutual rights and obligations of the Provider and the User when using the Software.

1.3. Please read the Terms and Conditions carefully before you start to use the Site. By using the Site, opening an Account or by clicking to accept or agree to the Terms and Conditions when this option is made available to you, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if applicable), to be bound and abide by these Terms and Conditions. You further acknowledge, you have read and understood our Privacy Policy, found here. If you do not want to agree to these Terms and Conditions or the Privacy Policy, you must not access or use the Site. For more detailed policies surrounding the activity and usage on the Site, please access the designated articles herein.

1.4. These Terms and Conditions shall apply solely to the provision by the Provider of those services set out herein.

1.5. This Site is offered and available to users who are at least 18 years of age and of legal age to form a binding contract. If you are under 18, you are not permitted to use the Site or the CloseRocket services. By using the Site, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

1.6. Provider’s support team is available if you have any questions regarding the Site or Terms and Conditions. Contacting Provider’s support team can be performed by submitting a request to the e-mail address: [email protected].

1.7. The original language of these Terms and Conditions, as well as all other texts throughout the Site, is English. CloseRocket makes this translation available for convenience only. In case of conflicts between the original English version and any translation, the English version prevails.

2. KEY TERMS

2.1. Account means a profile created by the User by filling in a form on the Site and agreeing to these Terms and Conditions and which consists of all the information significant for the use of the Software.

2.2. Fee means the sum of money payable by the User to the Provider for the use of the Software.

2.3. Provider means the party to these Terms and Conditions who undertakes to allow the User to use the Software for a Fee, subject to these Terms and Conditions.

2.4. Software means a software application developed (or licensed (where applicable)) and provided by the Provider for customer relationship management. The Software includes tools and functionalities designed to manage customer interactions, store and organize customer data, track sales activities, and facilitate communication with customers. It may also include features for task management, reporting, analytics, and integration with third-party services or platforms.

2.5. Subscription Period means one (1) calendar month. The Subscription Period begins on the date of activation of the paid use mode of the Software and renews automatically unless terminated by either party in accordance with the terms of these Terms and Conditions.

2.6. User means a person who, on the basis of these Terms and Conditions, has been allowed to use the Software to which the Provider exercises the copyright.

3.SET-UP

3.1. Upon accepting these Terms and Conditions, the User shall be obliged to pay a one-time Set-up Fee (“Set-up Fee”) to the Provider. The Set-up Fee covers the initial configuration and activation of the Software, including any preparatory steps required to enable the User to begin using the Software in accordance with these Terms and Conditions.

3.2. The amount of the Set-up Fee shall be as agreed in writing between the Provider and the User (including by way of electronic correspondence) prior to the activation of the Software. The Set-up Fee is exclusive of VAT.

3.3. The Set-up Fee is non-refundable, even if the User subsequently decides not to use the Software or terminates these Terms and Conditions before the end of the Subscription Period.

3.4. The Set-up Fee shall be payable on the basis of an invoice issued by the Provider. The invoice is due ten (10) days from the date of its issue.

4. USE OF SOFTWARE

4.1. On the basis of these Terms and Conditions, and simultaneous payment of the Fee, the Provider grants to the User the right to use the Software to the following extent:

4.1.1 time scope: the Subscription Period,

4.1.1 territorial scope: unlimited,

4.1.3 quantitative scope: according to the number of users per Account.

4.2. The use of the Software is connected with the obligation of the User to pay the Fee to the Provider. The User understands that the obligation to pay the Fee is not linked to the User’s actual use of the Software in the relevant period or the extent of such use.

4.3. The amount of the Fee shall be as agreed in writing between the Provider and the User (including by way of electronic correspondence) prior to the commencement of the relevant Subscription Period. The Fee is always exclusive of VAT.

4.4. Unless otherwise agreed in writing between the Provider and the User (including by way of electronic correspondence), the Fee applicable to a given Subscription Period shall remain unchanged for each subsequent Subscription Period upon automatic renewal and shall continue to apply until a new Fee is mutually agreed upon by the parties in writing. Any change to the Fee shall take effect from the Subscription Period specified in such written agreement between the parties.

4.5. Payment of the Fee shall entitle the User to use the Software for that Subscription Period. The first Subscription Period shall commence on the date of activation of the Software for the User. The User shall not be entitled to a refund of the Fee for any unused Subscription Period.

4.6. The Fee shall be payable on the basis of an invoice with the appropriate accounting and tax documents required by applicable law, in particular the VAT Act. The Provider shall send invoices to the User electronically to the email address provided by the User when setting up his Account. The invoice is due ten (10) days from the date of its issue.

4.7. The Fee shall be invoiced by the Provider at the end of each Subscription Period. If the User fails to pay the Fee by the due date, the Provider may restrict or suspend the User’s access to the Software until full payment is received. Any such restriction or suspension shall not constitute a termination of these Terms and Conditions and shall not affect the automatic renewal of the Subscription Period or the User’s obligation to pay the Fee, which shall continue to accrue until termination in accordance with Clause 10. If any Fee remains outstanding for more than thirty (30) days from its due date, the Provider shall have the right, but not the obligation, to terminate these Terms and Conditions with immediate effect by written notice, without prejudice to the User’s obligation to pay all Fees accrued up to the date of termination.4.8. Violation of these Terms and Conditions may get your Account disabled permanently.

4.8. In case the Software detects that the sales people designated by the User to sell its products are not effective or do not fulfil their duties duly, the User agrees that the Provider will offer its own sales people to the User through an online sales platform for sales people called “CloseRocket”. Detailed description of the product is available at closerocket.com

5. SOFTWARE AVAILABILITY

5.1. The User acknowledges that the Provider carries out periodic maintenance of the Software in order to improve the service, during which access to the Software may be temporarily limited or excluded. Regular maintenance of the Software is carried out by the Provider outside normal working hours (8:00 a.m. – 5:00 p.m. CET). Users will be informed about the start of periodic maintenance by means of a notification displayed in the user interface of the Software.

5.2. The Provider shall not be liable for any delays caused by circumstances excluding liability. As a circumstance excluding liability shall be deemed an obstacle that has arisen independently of the Provider’s will and prevents the Provider from fulfilling an obligation, unless it cannot reasonably be assumed that the Provider would have averted or overcome the obstacle or its consequences, and furthermore, that the Provider would have foreseen the obstacle at the time when the obligation arose.

5.3. The User acknowledges that the Software may incorporate additional services provided by third parties (e.g. the voice programming). The Provider does not guarantee the uninterrupted availability, accuracy, truthfulness, completeness, or timeliness of the information received by the User when using these additional services. The User acknowledges and consents to that fact that  the Provider may integrate third party components with whom Users will not have a direct relationship into the Software and such components may process and collect data made available for the purpose of User’s customer relationship management, or the Provider may forward  the data made available for the purpose of User’s customer relationship management to these third parties for purposes related to the functioning or operation of the Software.

5.4. In the event of interruptions or outages in the operation of these third-party services, the User may:

5.4.1 manage and update the affected settings via the Software interface ; or

5.4.2 perform updates or adjustments directly through the interface provided by the third party, if applicable.

5.5. The Provider shall not be liable for any damages or losses resulting from the unavailability or malfunction of these third-party services. The User understands that the operation of such services is subject to the terms agreed between the Provider and the respective third-party provider, and any limitations or exclusions of liability in those agreements shall also apply in relation to the User.

5.6. The User agrees to comply with the usage and update procedures for Software and third-party services as communicated by the Provider or the third-party provider.

6. LICENCE

6.1. Upon commencement of the User’s authorized use of the Software, the Provider grants the User the right to use the Software (the “Licence“) and/or any part thereof to the extent specified in this Clause 6 of these Terms and Conditions below.

6.2. The Licence is granted as non-exclusive and non-territorial for the duration of the Subscription Period.

6.3. The User is not entitled to sub-license or assign the Licence to a third party without the prior written consent of the Provider.

6.4. The User is not entitled to alter, interfere with or arbitrarily modify the Software or combine it with other works of authorship or otherwise, in particular by editing, modification, translation, processing, conduct a compilation, as well as completion by the User or a third party, by abridging, splitting, combining the Software with other works of authorship into a new work, including the work in a collective work, without the prior written consent of the Provider or use it in any other way contrary to the purpose set out in Clause 6.2 of these Terms and Conditions.

6.5. The Software, including its general arrangement, appearance, design, information, content and other materials available thereon, are the exclusive property of the Provider and are protected by copyright, trademark and other applicable provisions of intellectual property law. The User has no right to, and expressly agrees not to, do any of the following in relation to the Software or any part, component or extension thereof (including mobile applications thereof): (i) copy, transmit, adapt, modify, distribute, transmit, display, create derivative works of, publish or reproduce in any way; (ii) reverse engineer, decompile, back-analyse or otherwise attempt to derive the source code, underlying ideas, algorithms, structure or organization thereof; (iii) remove any copyright notice, identification or any other proprietary rights notice; (iv) use automated software (bots), hacking programs, modifications (mods) or any other unauthorized third party software designed to modify the Software;  (v) attempt to gain unauthorized access to, interfere with, damage or disrupt the Software or computer systems or networks connected to the Software; (vi) circumvent, remove, alter, disable, degrade or defeat any technological measures or content protection of the Software; (vii) use any bots, spiders, crawlers or other automated devices, processes, software or queries that intercept, “mine”, scrape or otherwise access the Software to monitor, retrieve, copy or collect information or data from or through the Software, or engage in any manual process to do the same; (viii) introduce any viruses, Trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful to Software, (ix) use the Software in any manner that could damage, disable, overburden or impair the Software or interfere with other users’ use of the Software, or (x) access or use the Software in any manner not expressly permitted by these Terms and Conditions. User also agrees not to permit or authorize anyone else to do any of the foregoing.

6.6. Except for the limited right to use the Software in accordance with these Terms and Conditions, the Provider owns (or has licenced where applicable) all rights, titles and interests in and to the Software (including all intellectual property rights therein) and the User agrees not to take any action that would conflict with such ownership interests. The Provider reserves all rights in and to the Software and its content, including, without limitation, the right to create derivative works.

7. DATA PROTECTION and confidentiality

7.1. The Provider undertakes to maintain the confidentiality of all personal data provided, to protect it from loss, theft, damage, unauthorised access and unauthorised dissemination. 

7.2. The rights and obligations of the Provider and the User in relation to the protection of personal data are set out in the Privacy Policy, available on the Site: Privacy Policy.

7.3. In relation to confidential information, which means any information (a) shared for the purpose of User’s customer relationship management and (b) provided by the User and the Provider during their pre-contractual negotiations (“Confidential Information”), the receiving entity undertakes:

(a) to keep it strictly confidential, keep it from unauthorized access and disclosure and to use it only for the purpose of providing, installing, implementing, configuration, delivering and using the Software and the exercise of related rights;

(b) not to provide or disclose any Confidential Information to any third parties other than those subjects who reasonably need to know the Confidential Information and only to the extent that is necessary for the functioning and operation of the Software;

7.4. The obligation in clause 7.3 shall not apply to the Confidential Information:

(a)if the information has entered public domain or become available without the receiving entity and/or any of its representatives breaching any of its duties or obligations; or

(b)if the receiving entity demonstrates that this Confidential Information had been available to it prior to disclosure by the disclosing entity and that it did not acquire it in violation of the law; or

(c)if the disclosing entity has given its prior consent to its use, communication or disclosure; or

(d)if the information is necessary for performance of the entity’s rights under these Terms and Conditions; or

(e)if a party has an obligation under generally binding legal regulations to provide or is requested by any public authority to provide any Confidential Information and such disclosure cannot be prevented (e.g., by trade secret institutes).

7.5. Notwithstanding the above, the Provider is entitled to disclose personal data and Confidential Information where it is used for proper functioning of the Software.

8. NON-COMPETE AND NON-SOLICITATION

8.1. The User agrees that during the term starting with the activation of the Software and ending one year after the termination of use of the Software by the User according to clause 10.2 or 10. 3, the User will not directly or indirectly solicit the Provider’s sales people.

8.2. Any breach of this provision will result in a contractual penalty of EUR 10,000 payable to the Provider within 30 calendar days of such breach. For these purposes, the Provider will issue an invoice to the User. The User is also obliged to pay for any damages caused to the Provider as a result of breaching this provision that are above the amount of contractual penalty.

9. NOTICES AND EXCHANGE OF INFORMATION

9.1. Unless stated otherwise herein, the mutual communication between the User and the Provider will be conducted in writing in the English or Slovak language and will be delivered to physical addresses and/or e-mail addresses specified in the Account. The notice/documents will be deemed delivered:

9.1.1 in  case of personal delivery, by handing over the document to the person authorized to receive documents on behalf of the receiving party being the addressee and by signature of such person on the delivery note and/or a copy of the delivery note or by refusing to accept the document by such person what shall be evidenced by the statement of this person or by at least by two (2) other persons that were present at the event of refusal of delivery;

9.1.2 in case of delivery by postal or courier service, by delivering the document to the address of the receiving party specified in the Account (or to any other address being the actual address of residence or registered seat of the receiving party) and in cases of registered mail service, by handing over the document to the person authorized to receive documents on behalf of the receiving party being the addressee and by signature of such person on the delivery note, however, no later than three (3) days from the date stated on the certificate of posting, regardless whether the delivery was successful or not;

9.1.3 in case of delivery via e-mail to the e-mail addresses specified in the Account or to other e-mail addresses that are known to the User and/or the Provider, at the moment of receiving a confirmation of delivery of the addressee, however no later than 24 hours after sending an email, regardless whether the delivery was successful or not.

9.2. If a notice/document is being delivered by more than one method of delivery, such notice/documents shall be deemed delivered on the day on which the delivery hereunder occurs earlier.

9.3. Both the User and the Provider are entitled to designate a new address for delivery of notices/documents. Unless the User and/or the Provider notifies the other party of such change in writing at least five (5) business days in advance, all notices/documents can be effectively served and delivered at the former address stated in the Account.

10. Termination

10.1. The Subscription Period automatically renews on a monthly basis.

10.2. The User may terminate the use of the Software by providing a written notice to the Provider at least one calendar month before the engagement will terminate. To clarify, after the User delivers a notice of termination of its use of the Software, the User is obliged to pay for and use the Software for one Subscription Period following the cancellation.

10.3. The Provider may terminate the use of the Software by providing a written notice to the User during the Subscription Period, where the Software will be available to the User until the commencement of such Subscription Period.

11. FINAL PROVISIONS

11.1. These Terms and Conditions shall form an entire agreement between the Provider and the User.

11.2. The rights and obligations of the Provider, the User in connection with the use of the Software shall be governed by these Terms and Conditions, unless the Provider and the User agree otherwise in writing.

11.3. In the event that any provision of these Terms and Conditions shall be declared invalid or ineffective, such declaration shall not affect the validity and/or effectiveness and/or applicability of the other provisions of these Terms and Conditions and shall be superseded by the applicable valid provision.

11.4. The Provider shall be entitled to unilaterally amend these Terms and Conditions. A change to the Terms and Conditions must be notified to the User either in writing or electronically or by posting a notice of the change to the Terms and Conditions on the Site.

11.5. All disputes arising out of or relating to legal relationships arising out of or relating to the Terms and Conditions, including any ancillary legal relationships relating to the Terms and Conditions, shall be attempted to be resolved amicably by the parties.

11.6. These Terms and Conditions are drawn up in the English language.

11.7. Any legal relations between the User and the Provider shall be governed by the laws of the Slovak Republic and, in the event of a dispute, the courts of the Slovak Republic shall have jurisdiction.

11.8. These Terms and Conditions shall come into force and effect on 1, April, 2026.