Product & Software Terms
These provisions only apply to the extent we provide Software and Products to you under the Contract.
- Product and Software licensing
1.1 Your use of any third-party software supplied under the Contract (whether as a Product, Project or otherwise) is governed by the licence terms of that software (“3rd Party Licence“) and you warrant and undertake to at all times comply with those licence terms (available [here/insert). Where there is any conflict between the Contract and a 3rd Party Licence, the 3rd Party Licence will prevail.
1.2 You shall at all times indemnify us in full against all losses, claims, damages, costs and expenses of any nature, arising from your (including any employees, agents or third parties acting on your behalf) failure to comply with the terms of any 3rd Party Licence.
1.3 You acknowledge that the only warranties in relation to third party software are those contained in the 3rd Party Licence, and that to the extent that any of such warranties are given to us, we will pass on the benefit of such warranties to you. We cannot guarantee the integrity, reliability or functionality of any third-party software that we provide to you.
1.4 Your use of Products and software which are proprietary to us is governed by and not limited to the following licence terms:
1.4.1 the Products is licensed to you and not sold;
1.4.2 you are granted a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Products during the Initial Period
1.4.3 you must not: (ii) make more copies of the software than specified in the Contract or allowed by applicable law; (ii) rent, lease, lend or publish the software; (iv) use it for commercial software hosting services;
1.4.4 we reserve all other rights in respect of the Products.
1.5 Unless we expressly agree to provide licensing management services, you are responsible for maintaining and purchasing additional software licences, if required. This includes Client Access Licences (CALs) and other necessary licences as per manufacturers’ requirements.
1.6 You may terminate Product and Software licences by way of written notice:
1.6.1 at the end of the Initial Period by giving no less than 90 days’ notice, such notice to expire on or before the last date of the Initial Period; or
1.6.2 as otherwise specifically provided for in the Agreement.
1.7 If you do not give notice in accordance with paragraph 1.6.1 (Product and Software Terms), the licence terms of Products shall automatically renew for subsequent, consecutive periods each of the same duration as the Initial Period (each an “Extension Period”).
1.8 You may terminate Products and Software licences on the expiry of an Extension Period by giving at least 90 days’ written notice, such notice to expire on or before the last date of the Extension Period. If notice is not provided, then the Products shall extend for additional Extension Periods in accordance with paragraph 1.7 above.
1.9 You may terminate Support and Products in whole or part in the event we fail to achieve 3 or more Service Levels per month for any consecutive 3 month rolling period.
- Product access and use
1.1 Client Materials processed and stored via our Products is hosted by our third-party hosting provider and we do not warrant that all or any data will be recoverable in the event of data loss. We will use reasonable endeavours to recover data. Estimated recovery times are between 1-48 hours; however, this can significantly increase for larger datasets.
1.2 You acknowledge and agree that our Products only operate as a file and folder level backup only and do not store complete server images. Our Products are not suitable as a sole backup solution for the purposes of disaster recovery and business continuity and we hereby exclude our liability for any losses arising from your reliance on our Products as such.
1.3 You acknowledge the files and folders that are backed up are chosen by you during the Project Scope and when the Products are configured. We will consult with you on the Client Materials and other files which are to be backed up, and following this will setup the backup and send a confirmation email. After this email has been sent the Products service will begin seeding data and this process may take an extended period of time depending on available network bandwidth and internet bandwidth. Our Products should not be considered to be in place until we have provided you with written confirmation of this.
1.4 You are responsible for:
1.4.1 making us aware of any changes to your folder structure, whether folders are moved, added or renamed, as these changes can prevent those folders from being backed up;
1.4.2 maintaining the speed and availability of your internet connection. Issues with internet connectivity may hinder and/or prevent the successful completion of data backups;
1.5 If your Remote Vault or other datacentre backup exceeds the agreed limits specified on the Order Form, we shall be entitled to increase the Product Fees. Any increase in the Product Fees will be calculated in accordance with the pricing on the Order Form or on pro rata basis.
- New Users/Workstations
2.1 If you want to add new Users or remove existing Users from a Product or Software licence, you must notify us by submitting the relevant request form no less than five Working Days in advance.
2.2 The Product Fees for any new Users or workstations will be automatically included in the On-Premise Fees, on the existing rate or pro rata as applicable, from the date we receive the request form pursuant to paragraph 2, at our standard rate (unless otherwise agreed in writing).
2.3 If you wish to reduce User numbers then such reduction may be available, but will be in accordance with the Product types and volumes already agreed in the Order Form. If a reduction of Users is not anticipated in the Order Form, then such reduction will only be possible with our consent.
2.4 Any change in User numbers shall apply for the remainder of Initial Period or Extension Period as applicable, and thereafter if renewed.