Terms and Conditions
Commercial terms and Conditions for the provision of Cloud Computing Services
between the Customer and Vendor.
the Terms and Conditions you acknowledge having read, understood, accepted and
agreed to be bound by the terms and conditions as defined herein.
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.
“Authorised User" means:
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.
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;
“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
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;
“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;
“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
EFFECTIVE DATE AND TERMINATION DATE
effective Date is defined as the Date of the automated system creation captured
and stored as part of the system creation process.
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.
This Order will commence on the Effective Date and will
continue until the Termination Date.
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.
attempts a denial of service attack on any of the Cloud Computing Service.
seek to hack or break any security mechanism on any of the Cloud Computing
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.
otherwise uses the Cloud Computing Service in a way that disrupts or threatens
the Cloud Computing Service.
Customer is in
default of its payment obligations.
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.
determines, in its sole and unfettered discretion, that there is evidence of
fraud with respect to Customer’s account.
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.
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.
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.
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
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.
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.
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.
THE CLOUD COMPUTING SERVICE
Cloud Computing Service
Vendor agrees to provide the Cloud Computing Service to the
Customer on the basis contemplated in this Order.
provide Customer with access to the Cloud Computing Service via their Web
service in the form of a Web Application.
Access will be
restricted to Authorised Users.
Access will be
limited to the agreed upon user license limit.
Users may access the Cloud Computing Service.
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
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.
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).
responsible for ensuring permissions granted to their users is done in such a
way as to protect their system against malicious or accidental damage.
full liability for their user assignment, as well as their user permission
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.
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.
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.
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
System backups will be kept of
all customer data on the following schedule:
Daily backup performed
every day, kept for 30 days.
performed on the last day of every month, kept for a period of 12 months.
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
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.
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
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
* Only Applicable to Customers with a Valid Support agreement.
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.
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.
Customer may not
interfere or attempt to interfere in any manner with the functionality or
proper working of the Cloud Computing Service.
Customer may only
create one account per e-mail address per Authorised User.
Customer may not
grant access to any of the Vendor’s competitors or any software vendors without
the written consent of the Vendor.
will not be responsible or liable for providing or procuring access for
Customer to the Cloud Computing Service, including:
telecommunications, or other infrastructure required to access the Cloud
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.
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.
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.
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:
or re-establishment or other assistance required by Customer that does not
result from inherent errors in the Cloud Computing Service.
of the Cloud Computing Service.
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.
Consulting, Training, Support or any time spent that is not specifically part
of the enablement of the Cloud Service.
Any travel and
accommodation costs if/when required.
customer specific development or enhancement.
consulting services of whichever nature.
Any approved data
imports or exports.
Any services not
directly relating to the provisioning of the Cloud Computing Service.
Customer will not, whether directly or indirectly:
modify, adapt, decompile, disassemble or reverse engineer the Cloud Computing
Service in any way.
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
Use the Cloud
Computing Service to provide a service to any third party similar to the Cloud
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.
intellectual property of the Vendor to create a similar or competing software
service or product.
Intellectual Property, Copyright and Trademarks
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.
that customer has no right or claim to any Intellectual Property, copyright,
trademarks, functionality or features contained within the System.
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.
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.