Alii Cloud Solution Terms of Use

These Terms are binding on any use of the Service and apply to You from the time that Alii provides You with access to the Service.

The Service will evolve over time-based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service. Alii reserves the right to change these terms at any time, effective upon the posting of modified terms and Alii will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

1.       DEFINITIONS

A capitalised word in these Terms has the definition below or, if there is no definition below, then it has the same definition as in the Master Services Agreement:  

“Master Services Agreement” means the Alii Cloud master services agreement between the Customer and Alii.

"Service" means the Alii® Cloud Solution service.

"Terms" means these Terms of Use in conjunction with any Master Services Agreement accepted or signed by You.

"You" means the Customer, and where the context permits, a User. "Your" has a corresponding meaning.

2.       USE OF SOFTWARE

Alii grants You the licence to access and use the Service according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to these Terms. You acknowledge and agree that, subject to any applicable written agreement between the Customer and the Users, or any other applicable laws:

1.   the Customer determines who is an User and what level of user role access to the relevant organisation and Service that User has;

2.   the Customer is responsible for all Users’ use of the Service;

3.   the Customer controls each User’s level of access to the relevant organisation and Service at all times and can revoke or change an User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an User or shall have that different level of access, as the case may be;

4.   if there is any dispute between a Customer and an User regarding access to any organisation or Service, the Customer shall decide what access or level of access to the relevant Data or Service that User shall have, if any.

3.       YOUR OBLIGATIONS

1.        Payment obligations:

You must follow the payment terms and obligations as stated under the signed Master Services Agreement.

1.       General obligations:

You must only use the Service for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Alii or condition posted on the Website.

2.       Access conditions:

a.   You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Alii of any unauthorised use of Your passwords or any other breach of security and Alii will reset Your password and You must take all other actions that Alii reasonably deems necessary to maintain or enhance the security of Alii's computing systems and networks and Your access to the Service.

b.   As a condition of these Terms, when accessing and using the Service, You must:

i.    not attempt to undermine the security or integrity of Alii's computing systems or networks or, where the Service is hosted by a third party, that third party's computing systems and networks;

ii.   not use, or misuse, the Service in any way which may impair the functionality of the Service or systems used to deliver the Service or impair the ability of any other user to use the Service or Website;

iii.   not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service is hosted;

iv.   not transmit, or input into the  system used to deliver or access the Service, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law(including Data or other material protected by copyright or trade secrets which You do not have the right to use);

v.   not attempt to modify, make derivative works of, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the  system used to deliver or access the Service except as is strictly necessary to use the system for normal operation;

vi.  not unreasonably withhold or delay the provision of any agreement, acceptance, information, assistance or other resource required by Alii;

vii.  provide to Alii, in a timely manner, all Data and co-operation by Your Personnel as reasonably required by Alii to provide the Service;

viii. assign specific managerial, technical and user Personnel as reasonably requested by Alii and ensure that all such Personnel have the appropriate skills and experience to perform their functions under these Terms; and

ix.  not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Service available to any third party other than as expressly permitted under these Terms.

1.       Privacy:

Alii maintains a privacy policy that sets out the parties’ obligations in respect of personal information.  You should read that policy at www.myalii.cloud/policy/privacy and You will be taken to have accepted that policy when You accept these Terms.

4.          INTELLECTUAL PROPERTY

1.       General:

Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of Alii (or its licensors).

2.       Ownership of Data:

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Alii Access Fee when due. You grant Alii a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to the provision of Service to You.

3.       Backup of Data:

You must maintain copies of all Data inputted into the Service. Alii adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Alii expressly excludes liability for any loss of Data no matter how caused.

4.       Purging of Data:

Once Customer Data has been processed, verified and confirmed as received by the Customer, Alii will delete the processed Data from the Alii solution within an agreed timeframe.

5.       Third-party applications and your Data.

If You enable third-party applications for use in conjunction with the Service, You acknowledge that Alii may allow the providers of those third- party applications to access Your Data as required for the interoperation of such third-party applications with the Service .Alii shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

5.       WARRANTIES AND ACKNOWLEDGEMENTS

1.       General Warranties

Each party warrants and acknowledges to the other party that:

a.   it has the legal right and power to enter into these Terms and to perform its obligations under these Terms;

b.   the execution, delivery and performance of these Terms by it has been duly and validly authorised by all necessary corporate action on its part;

c.   these Terms are a valid, enforceable and binding agreement between the parties; and

d.   the execution and performance of these Terms by it does not, and the other transactions contemplated by these Terms do not, violate or conflict with or result in a breach of or constitute a default under its constitution;

e.   it has all necessary rights, licences, permits and consents to enter into and to perform its obligations under these Terms; and

f.    the use or other exploitation by either party of the other party’s materials, goods or services under these Terms will not infringe the rights of any third party (including Intellectual Property Rights and Moral Rights) or breach any applicable law.

2.       Your Authority:

You warrant that where You have registered with Alii to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

3.       Your Acknowledgements:

You acknowledge that:

a.   You are authorised to use the Service and the Website and to access the information and Data that You input into the system used to deliver or access the Service, including any information or Data input into such a system by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Service (whether that information and Data is Your own or that of anyone else).

i.    Alii has no responsibility to any person other than You and nothing in these Terms confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Service on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

ii.   You are responsible for ensuring that You have the right to do so;

iii.  You are responsible for authorising any person who is given access to information or Data, and you agree that Alii has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and

b.   You indemnify Alii and its directors, employees, contractors and agents against any claims or loss relating to:

i.    Alii's refusal to provide any person access to Your information or Data in accordance with these Terms; and/or

ii.   Alii’s making available information or Data to any person with Your authorisation.

c.   The provision of, access to, and use of, the Service is on an "as is" basis and at Your own risk.

d.   Alii does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Alii is not in any way responsible for any such interference or prevention of Your access or use of the Service.

e.   It is Your sole responsibility to determine that the Service meets the needs of Your business and are suitable for the purposes for which they are used.

f.    You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Service will comply with laws applicable to you (including any laws requiring you to retain records).

g.   Alii may perform scheduled maintenance on the Service from time to time. In addition, Alii, in its sole discretion, may perform emergency or unscheduled maintenance. These maintenance activities may cause interruptions to access to the Service and will not be subject to rebates under clause 7 of these Terms.

4.       Alii’s Warranties:

Alii warrants that:

a.   The Service infrastructure supplied by Alii is provided in conjunction with Microsoft Azure, with a guaranteed uptime of 99.99% per annum as documented in the Microsoft Azure SLA for Cloud Services, found on the Microsoft Azure website.

b.   It has (and will maintain) full rights and authority to enter into these Terms and perform the obligations contained in these Terms.

c.    It will comply with all relevant laws and regulations in relation to the performance of its obligations under these Terms; and

d.   It will operate a help desk during the hours of 0800 and 1700 Monday to Friday, Australian Eastern Standard Time and will provide limited help desk support, with local escalation to regional support staff (where present) during Queensland public holidays.

5.       No warranties:

Alii gives no warranty about the Service. Without limiting the foregoing, Alii does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

6.       Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service or these Terms.

6.       OUR COMMITMENT

We aim to provide for all of our customers the availability targets in the following table.

To demonstrate our ongoing commitment to you, we will credit you with a rebate for Service interruptions subject to the targets in the following table.

 

a.   Calculating Service interruptions:

i.   In the table above, Actual Availability is a percentage, calculated by the following formula: 100% - (duration of Service interruptions in a given invoice period /duration of invoice period)

ii.   Service interruptions are levelP1 faults (service down / unavailable)

b.    Claiming Access Fee rebates:

i.     You must notify us in writing within 7 days of the Service interruption, with details as to the nature, date, time and duration of the Service interruption you are claiming.

ii.    We may, at our sole discretion, reject any late rebate claims.

iii.   If verified by us, you will receive the rebate on the following months’ invoice.

c.   Limitations:

i.     Our records and internal monitoring systems are prima facie evidence of any periods of interruption.

ii.    Any rebate can only be taken as credits against our invoices and not as refunds.

iii.     A rebate cannot be used to offset the GST component of any invoice.

d.    Exclusions:

Interruptions to Service will not be taken into account when calculating periods of Service interruptions if caused by:

i.     Maintenance under clause 8(2) of these Terms.

ii.    Failure of third-party electricity providers outside Alii’s direct control;

iii.    A Force Majeure Event;

iv.    Excluding Alii, the acts or omissions of You or anyone whom You allow to access the Service either physically or remotely, deliberately or unintentionally;

v.     Your delay or failure to grant Alii timely access to the premises to investigate and repair faults; or

vi.     Any Service interruptions for which You are not entitled to claim a rebate under these Terms.

7.       TERMINATION

1.       No-fault termination:

These Terms will continue for the period covered by the Master Services Agreement.

2.       Breach:

If You:

a.   breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

b.   breach any of these Terms and the breach is not capable of being remedied,

Alii may take any or all of the following actions, at its sole discretion:

c.    terminate these Terms and Your use of the Service;

d.   suspend for any definite or indefinite period of time, Your use of the Service;

e.    suspend or terminate access to all or any Data;

f.    take either of the actions in sub-clauses (c), (d) and (e) of this clause 7(2) in respect of any or all other persons whom You have authorised to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due is not made in full by the relevant due date, Alii may suspend or terminate Your use of the Service, the authority for all or any of Your Related Body Corporate to use the Service, or Your rights of access to all or any Data.

3.       Accrued Rights:

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms You will:

a.   remain liable for any accrued charges and amounts which become due for payment before or after termination; and

b.   immediately cease to use the Service.

4.       Expiry or termination:

Clauses 3(1), 4, 5, 6, and 7survive the expiry or termination of these Terms.

8.       HELP DESK

1.   Technical Problems:

In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Alii. If You still need technical help, please check the support provided online by Alii on the Website or failing that email us at support@myalii.cloud.

2.   Service availability:

Whilst Alii intends that the Service should be available 24 hours a day, seven days a week, it is possible that, on occasions, the Service or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Alii has to interrupt the Service for longer periods than Alii would normally expect, Alii will use reasonable endeavours to publish in advance details of such activity on the Website.