Terms and Conditions

Herewith the Commercial terms and Conditions for the provision of Cloud Computing Services between the Customer and Vendor.

By accepting the Terms and Conditions you acknowledge having read, understood, accepted and agreed to be bound by the terms and conditions as defined herein.


Commercial terms between Vendor and Customer relating to the provision of Cloud Computing Service by Vendor to Customer. Vendor has developed or obtained the rights to provide the Cloud Computing Service. Vendor makes the Cloud Computing Service available in a Cloud Computing environment through which it provides the Cloud Computing Service. The provision of the Cloud Computing Service enables Authorised Users of the Customer to access the Cloud Computing Service and make use of the Cloud Computing Service. Customer wishes to make use of the Cloud Computing Service provided by Vendor to facilitate its business.


In this Order:

2.1.  “Authorised User" means:

2.1.1.         The Customer

2.1.2.       A user in employment of the Customer where the Customer is a legal person, who has been assigned a unique User ID and password. A User ID and password may not be shared by more than one individual natural person.

2.2.  Cloud Computing Service” means:

The applications delivered as services by the Vendor over the Internet and the hardware and systems software in the data centres that provide those services, and comprise the SaaS, PaaS or IaaS;

2.3.  “IaaS” or “Infrastructure as a Service” means:

The capability provided by Vendor to Customer to enable Customer to deploy and run operating system and applications on the Vendor’s infrastructure;

2.4.   “PaaS” or “Platform as a Service” means:

The capability provided by the Vendor to the Customer to deploy applications created by the Customer onto the Vendor’s Cloud infrastructure using programming languages and tools supported by Vendor;

2.5.  “SaaS” or “Software as a Service” means:

The capability provided by Vendor to Customer to use Vendor’s applications running on a Cloud infrastructure which is accessible by the Customer;

2.6.  “Website” / “System” means:

The application at the domain as designated by the Vendor that provides the Customer with access to their agreed upon Cloud Computing Service.


The effective Date is defined as the Date of the automated system creation captured and stored as part of the system creation process.

This agreement will continue indefinitely, granted that either party may cancel this agreement and or associated service(s) with 1 calendar month notice unless otherwise formally agreed upon in writing by both parties.

3.1.  Duration

This Order will commence on the Effective Date and will continue until the Termination Date.


3.2.  Termination, Suspension or Breach

Vendor may immediately suspend Customer’s right to use any of the Cloud Computing Service in any of the following circumstances.

3.2.1.         Authorised User attempts a denial of service attack on any of the Cloud Computing Service.

3.2.2.         Authorised User seek to hack or break any security mechanism on any of the Cloud Computing Service.

3.2.3.         Vendor determines in its sole and unfettered discretion that Customer’s use of the Cloud Computing Service poses a security threat to Vendor, or to any other user of the Cloud Computing Service offered by Vendor.

3.2.4.         Authorised User otherwise uses the Cloud Computing Service in a way that disrupts or threatens the Cloud Computing Service.

3.2.5.         Customer is in default of its payment obligations.

3.2.6.         There is an unusual spike or increase in its use of the Cloud Computing Service. In this case a temporary suspension will be enforced until such time as the problem has been resolved by the customer.

3.2.7.         Vendor determines, in its sole and unfettered discretion, that there is evidence of fraud with respect to Customer’s account.

3.2.8.         Vendor receives notice, or it otherwise determines, in its sole and unfettered discretion, that Customer may be using the Cloud Computing Service for any illegal purpose or in any way that breaches the law or infringes the rights of any third party, their customers or this agreement.

3.2.9.         Vendor determines, in its sole and unfettered discretion that its provision of any of the Cloud Computing Service to Customer is prohibited by applicable law or has become impractical or unfeasible for any legal or regulatory reason.

3.2.10.     Vendor determines, in its sole and unfettered discretion, that the Customer is, in any way, reverse engineering or reproducing the cloud service or any related services in any way with the purpose of proving a competitive product and/or service or using the system as a design blue print for the development of their own in house, corporate or commercial system.

3.3.  Preservation of data (Service Suspension)

In the event of a suspension by Vendor of Customer’s access to any Cloud Computing Service, for any reason, continuing for the entire duration of suspension, until such time as the reason for suspension has been resolved by both parties, and for as long as the agreed upon costs of service is paid to the Vendor, the Vendor will as far as reasonably possible ensure all customer data is kept safe and secure even if access to the service or data is suspended.

Unless otherwise agreed upon in writing this arrangement will continue for no longer than 30 days from date of suspension where after the Vendor will be under no further obligation to store the Customer data.

All applicable fees will continue to accrue during the period of suspension.

3.4.  Preservation of data (Service Termination)

In the event of Vendor terminating any of the Cloud Computing Services, or this Order, the Vendor will keep the Customer’s data in its possession for a period not longer than 30 days after the effective date of termination. It is the Customer’s responsibility to make the needed arrangements to retrieve or arrange for the retrieval or export of data on its own, or with the assistance of the Vendor.

The Customer’s ability to retrieve its data post termination in the possession of Vendor will be dependent on Customer paying additional data storage charges for the period following termination, payment in full of any other amounts due to the Vendor and the Customer’s compliance with any terms and conditions the Vendor may impose with respect to such data retrieval, including costs payable for data export services or any additional costs incurred by Vendor to achieve closure to this matter.

3.5.  Preservation of data (Service Breach)

In the event of a Service Breach the Vendor will be under no obligation to further store, grant access to or backup the customer data.

3.6.  Post termination assistance

Following the suspension or termination of this Order, the Customer shall be entitled to take advantage of any post-termination assistance that the Vendor may generally make available with respect to the Cloud Computing Service (such as data retrieval arrangements) which Vendor may elect to make available. Vendor may endeavour to provide the Customer with post-suspension or post-termination assistance relating to data retrieval. The Customer’s right to take advantage of any such assistance, whether generally made available with respect to the Cloud Computing Service, or made available uniquely to the Customer, shall be dependent on Customer’s acceptance of and compliance with any fees and additional terms that Vendor may impose for such assistance, as well as any other fees due to the Vendor by the Customer.


4.1.  Cloud Computing Service

Vendor agrees to provide the Cloud Computing Service to the Customer on the basis contemplated in this Order.

4.2.  Access

4.2.1.         Vendor will provide Customer with access to the Cloud Computing Service via their Web service in the form of a Web Application.

4.2.2.         Access will be restricted to Authorised Users.

4.2.3.         Access will be limited to the agreed upon user license limit.

4.2.4.         Only Authorised Users may access the Cloud Computing Service.

4.2.5.         The Customer is responsible for ensuring that Authorised Users who are no longer authorised to use the Cloud Computing Service are set inactive and their respective permissions removed.

4.2.6.         Customer and its Authorised Users are responsible for the confidentiality and safekeeping of their User ID(s), password(s) and all information or data contained in the system.

4.2.7.         Vendor will not be liable for any loss or damage attributable to Customer by the Authorised User’s failure to maintain the confidentiality of their User ID(s) and password(s).

4.2.8.         Customer is responsible for ensuring permissions granted to their users is done in such a way as to protect their system against malicious or accidental damage.

4.2.9.         Customer takes full liability for their user assignment, as well as their user permission assignment.

4.2.10.     Vendor will not be held liable for any customer error, misconception or lack of understanding of the system that might cause any accidental or intentional damage to customer data, information or system integrity.

4.2.11.     Vendor will not be held liable for any social hacking, phishing, unauthorised access or malicious damage to the system in any form caused by the customer or any of the customer’s users or any interfaces connected to their system.

4.2.12.     Vendor will not be held liable for any system breaches of the Customer or any of their respective authorised users or staff, whether direct or indirect.

4.3.  Disaster Recovery

Vendor will determine and maintain a disaster recovery facility and a disaster recovery plan. In the event of a disaster, Vendor will implement the disaster recovery plan communicating all steps taken to resolve the disaster continuously with the Customer.

System backups will be kept of all customer data on the following schedule:

4.3.1.         Daily backup performed every day, kept for 30 days.

4.3.2.         Monthly backups performed on the last day of every month, kept for a period of 12 months.

4.4.  Service Levels

4.4.1.      Availability

Vendor will use all reasonable efforts to make the Cloud Computing Service available 24/7. Customer agrees that Vendor cannot be held accountable for any downtime or service interruptions outside of the direct control of Vendor.

4.4.2.      Maintenance

From time to time, it may be necessary for Vendor to schedule routine maintenance of the Cloud Computing Service. If the scheduled maintenance is to endure for a period longer than 2 hours, the Vendor will provide the Customer with prior notice. Vendor may perform emergency maintenance as and when necessary to ensure the proper functioning of the Cloud Service without any prior notice.

4.4.3.      Support *

All support incidents relating to bugs or problems within the software system will be resolved within a maximum time frame of 3 business days after formal reporting of the incident, where possible and under control of the Vendor.

Business critical services will receive top priority and the Vendor will do everything within reasonable application to resolve the problem timeously and provide feedback to the customer.

A dedicated Helpdesk function is made available inside each customer system to record all support incidents, as well as a dedicated support mailbox. (support@mysheq.com)

* Only Applicable to Customers with a Valid Support agreement.

4.5.  Customer Responsibilities

4.5.1.         Customer shall be responsible for any third-party computer program that interfaces with the Cloud Computing Service. Customer acknowledges that Vendor may change or republish any Cloud Computing Service or feature of a Cloud Computing Service from time to time, and that it is the Customer’s responsibility to ensure that any decisions it makes regarding any Cloud Computing Service, are compatible with the current operation of the Solution in respect of the Cloud Computing Service. The Customer acknowledges that Vendor may change or remove features or functionality of the Cloud Computing Service at any time.

4.5.2.         No Unauthorised Access. Customer will not provide access to any person other than an Authorised User and comply with all statutory or regulatory restrictions the Vendor may advise it off from time to time, which may be applicable to Customer in utilising the Cloud Computing Service.

4.5.3.         Customer may not interfere or attempt to interfere in any manner with the functionality or proper working of the Cloud Computing Service.

4.5.4.         Customer may only create one account per e-mail address per Authorised User.

4.5.5.         Customer may not grant access to any of the Vendor’s competitors or any software vendors without the written consent of the Vendor.

4.6.  Specific Exclusions

4.6.1.         Access. Vendor will not be responsible or liable for providing or procuring access for Customer to the Cloud Computing Service, including:

4.6.2.         Internet access, telecommunications, or other infrastructure required to access the Cloud Computing Service.

4.6.3.         Any Vendor or Customer interface or integration with any existing Vendor and Customer Cloud Computing Service. Where any interface or integration is identified, the interface or integration or any related services will be considered other services and will be dealt with under a separate Order.

4.6.4.         Failure to provide information. Any delay or failure by Customer to provide any information, details or equipment as required in the Order to enable Vendor to provide the Cloud Computing Service may result in additional charges.

4.6.5.         Non-payment of agreed services. The Customer acknowledges that the Vendor may suspend or terminate the service in the event of non-payment of services until such time as all outstanding amounts owed to the Vendor is settled.

4.7.  Other Charges

Vendor will be entitled to charge Customer additional charges on a Time and Materials basis for time that in the reasonable opinion of Vendor it spends in relation to or because of any of the following:

4.7.1.         Data restoration or re-establishment or other assistance required by Customer that does not result from inherent errors in the Cloud Computing Service.

4.7.2.         Unauthorised use of the Cloud Computing Service.

4.7.3.         Providing services to Customer in circumstances where any reasonably skilled and competent Cloud Computing Service administrator would have judged Customer's request to have been unnecessary.

4.7.4.         Any additional Consulting, Training, Support or any time spent that is not specifically part of the enablement of the Cloud Service.

4.7.5.         Any travel and accommodation costs if/when required.

4.7.6.         Any approved customer specific development or enhancement.

4.7.7.         Any approved consulting services of whichever nature.

4.7.8.         Any approved data imports or exports.

4.7.9.         Any services not directly relating to the provisioning of the Cloud Computing Service.

5.    Restrictions

Customer will not, whether directly or indirectly:

5.1.     Copy, translate, modify, adapt, decompile, disassemble or reverse engineer the Cloud Computing Service in any way.

5.2.     Grant any third party direct access to the Cloud Computing Service, including by way of lease, download, software as a service or as an application, bureau or on-demand software service provider or any other method without the written consent of the Vendor.

5.3.     Use the Cloud Computing Service to provide a service to any third party similar to the Cloud Computing Service.

5.4.     Disclose to any other parties any intellectual property of the Vendor, cloud service, processes, pricing or any information that can negatively impact the Vendor’s current or future operations.

5.5.     Use any intellectual property of the Vendor to create a similar or competing software service or product.

6.    Intellectual Property, Copyright and Trademarks

6.1.     Any enhancement, customization, amendment, upgrade or change performed to the System as result of a customer enhancement request, whether formal or informal, stays the property, in all rights, of Vendor.

6.2.     Customer accepts that customer has no right or claim to any Intellectual Property, copyright, trademarks, functionality or features contained within the System.

6.3.     Customer may not, without prior written approval use Vendor trademarks, material, content or intellectual property, for whatsoever reason, or claim to be endorsed by Vendor in any way.

7.    Other Services

If Customer requires any services other than the Cloud Computing Service, then the other services will be provided subject to the terms of a separate Order that will be concluded between the parties.