Terms of Service

These Terms of Service ("Terms") form a binding agreement between Ruby CRM ("Ruby CRM", "we", "us") and the business that signs up for, or signs an Order Form for, the Ruby CRM platform ("Customer", "you").

You accept these Terms by ticking the acceptance box at sign-up, by signing an Order Form that refers to them, or by using the Service. The person accepting confirms that they are authorised to bind the Customer.

Ruby CRM is a business-to-business service for real estate brokerages, developers and agents. It is not offered to consumers for personal use.

• Service: the Ruby CRM web and mobile applications, APIs, integrations, AI features and related support.
• Order Form: a signed order, quote or online checkout that sets out your plan, number of seats, fees and Subscription Term.
• Authorised User: an employee or agent of the Customer to whom the Customer assigns a seat.
• Customer Data: leads, contacts, conversations, listings, files and other data you or your Authorised Users put into the Service.
• Subscription Term: the monthly, quarterly or yearly period you have paid for, including renewals.
• Third-Party Services: services we do not own that connect to Ruby CRM, such as WhatsApp, Meta, property portals, Google and ChatGPT.

During the Subscription Term, we grant you a non-exclusive, non-transferable, non-sublicensable right for your Authorised Users to access and use the Service for your internal business purposes, within the seats and limits in your Order Form.

All rights not expressly granted to you are reserved by Ruby CRM.

• Each seat is for one named individual. Logins may not be shared between people, and one seat may not be used by several agents.
• You may move a seat from one Authorised User to another, for example when an agent leaves, but not in a way that lets more people use the Service than you have paid for.
• You are responsible for everything done under your account and your Authorised Users' accounts, and for making sure they comply with these Terms.
• You must give accurate account and company information and keep it up to date.
• Keep login details confidential, and tell us immediately at [email protected] if you suspect unauthorised access.

We may offer a 15-day free trial. A trial is for evaluating the Service, is provided "as is" without any commitment on availability or support, and ends automatically at the end of the trial period unless you buy a subscription. Each business may use one trial; creating additional accounts to extend a trial is not allowed.

If you do not subscribe, we may delete data entered during the trial 30 days after the trial ends.

• Fees are charged per seat for the plan and billing period in your Order Form (monthly, quarterly or yearly) and are payable in advance.
• Seats added during a Subscription Term are charged for the rest of that term. Seats can be reduced only at renewal.
• Subscriptions renew automatically for the same billing period unless either party gives notice before the end of the current Subscription Term.
• We may change our fees by giving at least 30 days' notice. New fees apply from your next renewal, not during a term you have already paid for.
• If an invoice is unpaid 7 days after its due date, we may suspend the Service after notifying you, until payment is received.
• Fees already paid are non-refundable, except where these Terms say otherwise or the law requires a refund.

You must not, and must not allow anyone else to:

• reverse engineer, decompile, disassemble or otherwise try to discover the source code, algorithms, models or underlying structure of the Service, except to the extent applicable law expressly allows this despite this restriction;
• copy, modify, translate or create derivative works of the Service, including its design, layout, workflows or features;
• sell, resell, rent, lease, sublicense, white-label or otherwise make the Service available to third parties, or use it to run another business's operations as a service bureau;
• remove, hide or alter any Ruby CRM branding, copyright, trademark or other proprietary notice;
• scrape, crawl, harvest or bulk-extract data from the Service by bots, scripts or other automated means, except through features and APIs we provide for that purpose;
• access the Service other than through our published interfaces, or exceed or get around rate limits, seat limits, plan limits or other usage restrictions;
• probe, scan or test the Service for vulnerabilities, or bypass any security or authentication measure, without our prior written permission;
• upload viruses, malware or other harmful code, or interfere with or overload the Service or its infrastructure;
• publish benchmarks or performance tests of the Service without our prior written consent;
• store sensitive regulated data that the Service is not designed for, such as health records or payment card numbers, unless we agree in writing; or
• use the Service for anything unlawful, fraudulent, misleading, harassing, defamatory, discriminatory or infringing, or in breach of any UAE law, including laws on data protection, cybercrime and electronic communications.

If usage by your account is abnormal or excessive and affects the Service for other customers, we may notify you and cap, throttle or pause that usage.

A "Competing Product" is any CRM, lead management, WhatsApp inbox, listing management or AI assistant software for real estate businesses that offers features substantially similar to the Service.

During your Subscription Term and for 12 months after it ends, you must not, and must not allow your Authorised Users, affiliates or contractors to:

• use your access to the Service, or any screens, workflows, features, documentation, pricing or other non-public information obtained through it, to design, build, train, improve or market a Competing Product;
• copy or imitate the Service's features, user interface, workflows or data structures in a Competing Product, whether built by you or by someone else for you;
• give access to the Service to, or share information about it with, any person or company that develops or sells a Competing Product, unless we agree in writing; or
• sign up for or use the Service on behalf of a Competing Product, or to collect competitive intelligence.

This section does not stop you from using or buying other software, or from developing your own software independently, without using anything you obtained from the Service. A breach of this section is a material breach of these Terms. It entitles us to terminate immediately under section 18 and to seek an injunction and any other remedy available under UAE law.

When you send messages through the Service, including WhatsApp, email and SMS, you are the sender and you are responsible for those messages. You must:

• only message people who have given you consent to be contacted by your business, as required by the WhatsApp Business Messaging Policy and applicable law;
• honour every request to stop or opt out promptly;
• not send spam, bulk unsolicited messages, or messages bought or scraped from third-party lists;
• comply with the WhatsApp Business Terms, WhatsApp Business Messaging Policy and Meta's Commerce Policy, as updated by Meta from time to time.

Meta may restrict, rate-limit or ban a WhatsApp number or business account at its own discretion. We are not responsible for any such action by Meta, or for messages lost or delayed as a result. If your use puts our WhatsApp access or other customers at risk, we may suspend messaging on your account.

You are responsible for the accuracy and legality of the listings, prices and marketing you create or publish through the Service. This includes holding the required RERA and Dubai Land Department (DLD) registrations, obtaining advertising permits (such as Trakheesi permits) where required, and complying with the rules of any property portal you publish to. Ruby CRM does not verify listings and is not a party to any property transaction.

The Service connects to Third-Party Services such as WhatsApp, Meta (Facebook and Instagram lead ads), property portals such as Bayut and dubizzle, Google Calendar and ChatGPT. Your use of each Third-Party Service is governed by that provider's own terms and privacy policy.

When you connect a Third-Party Service, you authorise us to exchange Customer Data with it as needed to make the integration work. Third-Party Services can change, limit or end their APIs at any time. We will make reasonable efforts to keep integrations working, but we do not guarantee their availability and are not responsible for the acts or omissions of their providers.

• The Service includes AI features, such as lead summaries, suggested replies, property matching and the Ruby CRM app for ChatGPT. AI output can be incomplete or wrong.
• You must review AI output before relying on it or sending it to anyone. You are responsible for any message, decision or action you take based on it.
• You must not use AI features to make fully automated decisions that have legal or similarly significant effects on a person, to create deceptive content or impersonate others, or to infer sensitive characteristics such as religion, ethnicity or health.
• When you use the Ruby CRM app inside ChatGPT, the information ChatGPT reads is processed by OpenAI under your own OpenAI account and OpenAI's terms.
• We do not use your Customer Data to train AI models that are made available to other customers.

You own your Customer Data. You grant us a limited right to host, process, transmit and display Customer Data only as needed to provide, secure and support the Service and as described in our Privacy Policy.

You are responsible for having a lawful basis and any required consents for the personal data you put into the Service, and for complying with the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and, where it applies to you, DIFC or ADGM data protection law.

For personal data in Customer Data, you are the controller and Ruby CRM is the processor. We will:

• process it only on your documented instructions, which include these Terms and your use of the Service;
• make sure our staff with access to it are bound by confidentiality;
• keep appropriate technical and organisational security measures in place;
• notify you without undue delay after becoming aware of a personal data breach affecting your data, and help you meet your own notification duties;
• help you respond to requests from individuals exercising their rights;
• use only subprocessors bound by data protection obligations no less protective than these; and
• delete or return your Customer Data at the end of the Subscription Term, as described in section 18.

We may use aggregated, anonymised data about how the Service is used, which does not identify you or any individual, to operate and improve the Service.

Each party will keep the other's non-public business, technical and pricing information confidential, use it only for the purposes of this agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law (with notice to the other party where lawful).

Ruby CRM and its licensors own all rights in the Service, including its software, design, AI models, documentation and brand, all of which are protected by UAE law, including Federal Decree-Law No. 38 of 2021 on Copyright and Related Rights, and by international law. Nothing in these Terms transfers any of these rights to you.

If you give us suggestions or feedback, we may use them freely without any obligation to you.

We will use reasonable efforts to keep the Service available and to give support through our published channels. The Service may be unavailable during planned maintenance or because of events outside our control. Any uptime or support commitment applies only if it is written in your Order Form.

We improve the Service continuously and may add, change or remove features. We will not materially reduce the core functionality of the Service during a Subscription Term you have paid for.

We may suspend all or part of your access, where reasonable with prior notice, if: payment is overdue as described in section 6; your use breaches section 7, 8, 9, 10 or 12; your use poses a security risk or could harm the Service, other customers or our relationships with Third-Party Services; or the law requires it. We will restore access once the issue is resolved.

• These Terms apply from your acceptance until all your Subscription Terms have ended.
• You can stop your subscription renewing at any time before the end of the current Subscription Term. Access continues until the end of the term you have paid for.
• Either party may terminate if the other materially breaches these Terms and does not fix the breach within 15 days of written notice, or immediately if the other becomes insolvent or ceases business.
• We may terminate immediately if you seriously or repeatedly breach section 7, 8 or 9.
• If you terminate for our uncured material breach, we will refund prepaid fees for the unused part of the Subscription Term.
• After termination or expiry, you can export your Customer Data for 30 days. After that, we will delete it within a reasonable time, except where we must keep it by law.
• Sections that by their nature should survive, including 7, 8, 13, 14, 15, 19, 20, 21, 22 and 24, survive termination. Unpaid fees remain due.

We will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, and to the extent permitted by law, the Service is provided "as is" and "as available", and we give no other warranties, express or implied, including that the Service will be uninterrupted or error-free, or that AI output or Third-Party Services will be accurate or available.

• To the extent permitted by applicable law, neither party is liable for indirect or consequential loss, or for loss of profits, revenue, business, commission or goodwill, even if foreseeable.
• To the extent permitted by applicable law, each party's total liability arising out of or in connection with these Terms in any 12-month period is limited to the fees paid and payable by the Customer for the Service in the 12 months before the event giving rise to the claim.
• These limits do not apply to liability for fraud, wilful misconduct or gross negligence, to the Customer's obligation to pay fees, to the Customer's obligations under section 21, or to any liability that cannot be limited under applicable law.

You will defend and indemnify Ruby CRM against third-party claims, regulatory fines and reasonable costs arising from: your Customer Data; messages sent from your account without the required consent; your listings and marketing; or your breach of section 7, 8, 9 or 10.

We will defend and indemnify you against third-party claims that your authorised use of the Service infringes that third party's intellectual property rights, except where the claim results from Customer Data, Third-Party Services or a modification or combination we did not provide.

The party seeking indemnity must notify the other promptly, let it control the defence, and give reasonable cooperation.

These Terms are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai.

The parties will first try to settle any dispute through good-faith discussion between senior representatives for 30 days. If it is not settled, the dispute will be finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), by a sole arbitrator, seated in Dubai, conducted in English. Either party may seek urgent interim relief from a competent court.

We may update these Terms from time to time. We will give at least 30 days' notice of material changes by email or in the Service. Changes apply from the date stated in the notice; if you do not agree, you may stop renewal before the change takes effect. Continued use after that date means you accept the updated Terms.

• Order of precedence: if there is a conflict, a signed Order Form prevails over these Terms, and these Terms prevail over any other policy.
• Entire agreement: these Terms, your Order Forms and the policies referred to in them are the entire agreement between us about the Service and replace any earlier discussions. Terms in your purchase orders do not apply.
• Electronic acceptance: acceptance by clicking, ticking a box or signing electronically is valid and binding under Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services.
• Language: these Terms are written in English. If they are translated, the English version prevails to the extent permitted by law.
• Assignment: you may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, such as outages of internet, hosting or Third-Party Services, government action or natural disasters. This does not excuse payment obligations.
• Notices: we may send notices to the email address of your account administrator. You may send notices to [email protected].
• Severability and waiver: if any part of these Terms is unenforceable, the rest remains in effect. Not enforcing a right is not a waiver of it.
• Relationship: the parties are independent contractors. Nothing in these Terms creates a partnership, agency or employment relationship.

If you have any questions about these Terms, you can contact us: