Software as a Service Special Terms

Version 1.0. Last updated on 19 December 2013.

1. Introduction

1.1 These special terms describe the legal terms and conditions applicable to our provision and your use of the services (as defined below).

1.2 When we accept an order a contract between us is formed. The terms and conditions of that contract are made up of:

1.2.1 clauses 2 (defintions), 3 (status and precedence), 4 (commencement and duration), 5.1(orders), 8 (customer data), 12 (disclaimer of warranties), 13 (customer warranties), 14 (fees and payment), 16 (intellectual property), 17 (confidential information), 21 (limitation of liability), 22 (breach and termination), 23 (eefect of termination), 24 (resolving disputes), 25 (notices), 26 (force majeure), 27 (assignment and sub-contracting) and 30 (general) of the customer relationship terms which are incorporated herein by reference.

1.2.2 these special terms which supplement the customer relationship terms.

1.2.3 all applicable orders.

1.2.4 any applicable third party software terms (software components provided to us by other companies who require certain terms and conditions to be included in the agreement)

1.2.5 our service description (our document that describes the features and functions of the service).

2. Definitions

In these special terms:

2.1 administrator means the single employee authorised by you, to provision, manage and administer the services.

2.2 agreement means the agreement between you and us and comprises the customer relationship terms, these special terms, any applicable third party software terms, orders and the service description.

2.3 authorised user means you or an employee, if you are a juristic person, who has been assigned credentials, and includes an administrator, all of whom have been authorised to use the service under the agreement.

2.4 control panel means a means the section on the website accessible by you through a web browser to manage and administer certain functions of the services yourself.

2.5 credentials mean a unique log in and password for each authorised user to access and use the services.

2.6 data means

2.6.1 in the case of your data, all digital information that you generate (i) and upload to and processes on the service yourself or via a third party and (ii) through your use of the service, but excudes our data; or

2.6.2 in the case of our data, data that we or the hosting company that hosts the services generate or supply to you in providing the services, but excludes any derived data that we create for own internal purposes or that is proprietary or confidential to us (such as data about the operation of the service).

2.7 documentation mean any guides and other documentation for the services that we provide or make available to you.

2.8 effective date of

2.8.1 an order has the meaning given in the customer relationship terms; and

2.8.2 the service means the time indicated in the order from when we will begin providing the services being either: (i) a calendar date; or (ii) the occurrence of an event.

2.9 excusing event means any of:

2.9.1 your acts or omissions or those of a third party for which you are responsible, including your failure to supply accurate, complete, and timely information when requested;

2.9.2 a force majeure event (as detailed in clause 26 of the customer relationship terms);

2.9.3 routine maintenance of the services (as described in 6.14), any other scheduled downtime agreed to by the parties or emergency or unscheduled maintenance of the services (as described in clause 9);

2.9.4 defects in third party software or our loss of license rights or restrictions imposed on us by third party licensors with respect to third party software;

2.9.5 configuration issues with any operating system, database, application, network, hardware, infrastructure, or other code or materials not provided by us;

2.9.6 any act or omission of a third party or that is not caused by us provided that we use reasonable efforts to maintain current versions of software patches; and

2.9.7 compliance with any applicable law or requests of governmental entities that adversely affects our ability to provide the services.

2.10 open source software means open source software as that term is defined by the Open Source Initiative.

2.11 services means the application that we make available to you as a service from the website as indicated in the order and described by the service description.

2.12 service description means the document that explains the relevant service and describes the features and functions of that service.

2.13 software means the software that we make available for your use as part of the services, including both our software and third party software.

2.14 support means unscheduled, ad hoc remedial support provided by us to address a problem;

2.15 third party software means open source software and properietary software owned by third parties that we have been authorised to use to provide the service or sub-license to you in connection with the services under any applicable thirdy party software terms.

2.16 “you” and “your” means our customer who enters into an order with us.

3. Registration

3.1 You must register to use the services. We reserve the right not to enter into the agreement with you (reasons could include for example that you have previously been suspended from using our services or you pose an unacceptable level of risk for us).

3.2 Registration information. You must:

3.2.1 provide your full legal name, a valid email address, and any other information requested by us to complete the registration process;

3.2.2 have the legal capacity to conclude legally binding contracts;

3.2.3 possess the legal right, full power, and authority to enter into the agreement;

3.2.4 be old enough under applicable law to enter into the agreement;

3.2.5 submit true, accurate and correct information to us.

3.2.6 If you are juristic person, the person making application on your behalf must also be be duly authorised to conclude contracts on your behalf.

3.3 Identity verification. It is important for us to know who we are doing business with online. You authorise us to make any enquiries we consider necessary to verify your identity. This may include:

3.3.1 us conducting a credit check; or

3.3.2 you providing us with documentation such as your registration documents if you are a juristic person, or the front page of your ID book or proof of your address; and

3.3.3 us verifying this against third party databases.

4. Credentials

4.1 Issuing of credentials. After you have registered on our website, we will send you your credentials which will enable you to sign into your account on our website. If you are a juristic person, you wlil have to desginate specific authorised users and an adminstrator. Only you may use your credentials. We do not permit multiple people to share a login.

4.2 Access. Only authorised users may access the service by using their credentials.

4.3 Responsibility for credentials. Each authorised user is responsible for maintaining the confidentiality and safekeeping of their credentials. We will not be liable for any loss or damage attributable by the authorised user’s failure to maintain the confidentiality of their credentials.

4.4 Authorised user obligations. In addition to the afregoing responsibilites, each authorised user agrees:

4.4.1 not to interfere with the functionality or proper working of the service; and

4.4.2 not to introduce any malware into the service.

4.5 Adminstrator Obligations.

4.5.1 In addition to the afregoing responsibilites, the adminstrator agrees:

4.5.1.1 to only create one account per email address per authorised user;

4.5.1.2 to make a list of all authorised users available to us on request;

4.5.1.3 to immediately notify us in writing of any lost credentials by an authorised user;

4.5.1.4 to ensure that authorised users who are no longer authorised to use the service do not use the service;

4.5.1.5 to notify us of any known breach of this agreement;

4.5.1.6 to take reasonable measures to ensure that authorised users do not introduce any malware into the service.

4.6 Your instructions. Each authorised user is responsible and liable for activities that occur under their account. You authorise us to act on any instruction given by an authorised user, even if it transpires that someone else has defrauded both of us, unless you have notified us in writing prior to you acting on a fraudulent instruction. We are not liable for any loss or damage suffered by you attributable to an authorised user’s failure to maintain the confidentiality of their credentials.

5. Orders

5.1 Ordering services. You may order services from us by submitting orders online here.

5.2 Acceptance of Orders. An order is only binding on us when we send you an email confirming acceptance of the order or commence performing the service, whichever happens first.

6. The services

6.1 Grant of rights. Subject to your payment of all fees and your performance of all your obligations under the agreement, we grant you during the term of each applicable order:

6.1.1 a right to access and use the service and documentation; and

6.1.2 a limited, non-exclusive, non-transferable license to use the software in connection with the service

6.2 Restrictions. Except as expressly permitted by the agreement, you will not and will ensure that your authorised users do not:

6.3 reproduce, download, frame, mirror, or create derivative works from the services;

6.4 decompile, disassemble, or otherwise reverse engineer any software;

6.5 access or use the service in order to build any competing product or service;

6.6 license, sub-license, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise make the service available to any third party, or use the service on a service bureau basis;

6.7 access or use the service in breach of any applicable law;

6.8 remove, obscure or alter any trademarks, brand names, or other proprietary notices appearing on or contained within the third party software or the service;

6.9 use or access the service in any manner other than as expressly permitted by the agreement.

6.10 Third party software. The service may include third party software in which case the third party software terms will apply. If there is any conflict or inconsistency between the third party software terms and this Agreement with respect to third party software, then the third party software terms will prevail to the extent of the conflict or inconsistency.

6.11 No other rights. As between us, we are the owner of all right, title and interest (including intellectual property rights) in and to the service. Subject only to the rights of use and licenses granted in this agreement, you will not acquire or claim any right, title or interest (including intellectual property rights) in or to the services, whether by implication, operation of law or otherwise.

6.12 Your data. You may install and use your data on the services. You are solely responsible for: (i) ensuring that you have the necessary rights, permissions and licences to install and use the your data on the services and (ii) the acts and omissions of any users of your data.

6.13 Ownership of your data. As between the parties, you are the owner of all right, title and interest (including intellectual property rights) in and to your data. You grant us a limited, non-exclusive, non-transferable right and license during the term of each applicable order to use and host the your data solely in connection with providing the services and performing our obligations under the agreement.

6.14 Maintenance. We perform scheduled maintenance on the services, including maintenance related to the software and other equipment and materials used for providing the services. Occasionally we may need to perform emergency or unscheduled maintenance. Maintenance may cause interruptions to the services although us will use reasonable efforts to inform you in advance about maintenance related service interruptions including the likely duration.

6.15 Support. We will provide a help desk from 09:00 to 16:00 on business days. You are able to contact the helpdesk by email or telephoning The email address and phone number are provided on our website. Emergency phone support is offered on weekends from 09:00 until 12:00. When logging a support request, you must (i) provide the assistance and input as we may reasonably require to enable us to provide the support services and (ii) establish all necessary software and hardware maintenance contracts with all third parties and vendors for software and hardware that you provide.

6.16 Backup. We are responsible for the routine back-up and archiving of your data.

6.17 Privacy and access to your data. You acknowledge that the services are designed and operate so that we do not have control over or access to your data. We are therefore not able to manipulate, modify or deal with your data and you are the responsible party for purposes of applicable protection of personal information laws.

6.18 Our security obligations. We will take appropriate, reasonable technical and organisational measures to prevent unlawful or unauthorised access to the services. In doing so we will (i) have regard generally accepted information security practices and procedures and the cost of implementing any such measures: (i) identify all reasonably foreseeable internal and external risks to the service;(ii) establish and maintain appropriate safeguards against the risks identified; (iii) ensure that the safeguards are continually updated in response to new risks or deficiencies in previously implemented safeguards; and (iv) regularly verify that the safeguards are effectively implemented.

6.19 Preservation of integrity of your data. Both parties will take reasonable precautions (having regard to the nature of their obligations under the agreement), to preserve the integrity of your data and prevent any unauthorised access, corruption or loss of your data. Loss of integrity includes i) loss of availability (e.g. resulting from corruption or deletion) and ii) loss of confidentiality (e.g. due to a security breach or an unauthorised disclosure).

7. Warranties

7.1 Our additional warranties. In addition to the warranties we provide in the customer relationship terms, we warrant to you that we will perform the services materially in accordance with the service description. We will pass on to you the benefit of any warranties and indemnities we receive under any third party software terms to the extent that we have the right to do so. Otherwise we make no, and expressly disclaim all, representations and warranties with respect to third party software.

7.2 Other warranties excluded. The services are provided on an “as is” and “as available” basis. Except for the representations and warranties in the agreement, we expressly disclaim all other representations, warranties and conditions, whether express or implied, including as to merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, title, that the services will meet your requirements or be timely, uninterrupted, error free or secure. No advice, results or information obtained by you from us or through the services, any documentation will create any warranty, condition or obligation on us.

8. Fees

8.1 You will pay us the fees set out in the order.

8.2 We may charge you additional fees on a time and materials basis at our then current rates for any of the following re-establishment of services (whether following suspension or otherwise) or other assistance requested by you outside the scope of the applicable order.

8.3 Additional fees will be invoiced monthly in arrears.

9. Suspension

9.1 We reserve the right to suspend or restrict your or any authorised user’s access to and use of the services if:

9.1.1 we reasonably believe that your activities pose a significant credit or fraud risk to us or our other users, or may cause financial loss or legal liability for us, our other users;

9.1.2 you or any authorised user breaches this agreement;

9.1.3 you or any authorised user fails to cooperate with any reasonable investigation by us of a suspected breach of this agreement;

9.1.4 we reasonably determine that suspension is necessary to prevent or mitigate damage or disruption to our systems or networks or those of the service provider who hosts the IT infrastructure from which the services are provided;

9.1.5 you fail to pay any fees when due;

9.1.6 as the result of any excusing event, (collectively “service suspensions”).

9.2 We will use commercially reasonable efforts to provide: (i) prior notice of a service suspension; and (ii) updates regarding resumption of services following a service suspension.

9.3 Your data stored on the services may be unavailable during a service suspension. We will have no liability for any damages, liabilities, or losses resulting from a service suspension.

10. Termination of the service

10.1 Termination for good cause. We may immediately terminate this agreement at any time by giving you notice in writing if:

10.1.1 any third party software license agreement with a key vendor changes materially, is revoked or terminated;

10.1.2 our relationship with one of our key technology goods or service providers terminates or requires a change in the way we provide the software or other technology as part of the services.

10.2 Effect of Termination. On the deactivation or deletion of your account:

10.2.1 the agreement will terminate;

10.2.2 your rights of access to the service will immediately cease to exist; and

10.2.3 all your data will be erased.

10.3 Post termination assistance. Following the termination of the service, you will be entitled to take advantage of any post-termination assistance that we may generally make available with respect to the service (such as data retrieval arrangements). We may endeavour to provide you with post-termination assistance, but we will not be under an obligation to do so. Your right to take advantage of any such assistance, whether generally made available with respect to the service, or made available uniquely to you, will depend on your acceptance of and compliance with any additional fees and and terms that we may impose for such assistance.

11. Changes to these special terms

11.1 We may change these special terms from time to time including when required by law (a “regulatory change”). We will provide notice to you of changes including by posting the updated version of these terms here. Your continued use of the service following a change will be deemed acceptance by you of the change. Depsite this, any material change to these terms will not apply retrospectively to a claim or dispute between you and us in connection with the agreement that arose prior to the date of the change.