In this Agreement, the following defined terms have the following meaning:
Agreement means these terms and conditions.
Documentation means any documentation provided by Us to You in accordance with the Services, including any periodic analysis reports, to be provided after approximately [four] weeks from commencement of this Agreement.
Resource means a virtual machine, scaling group or set, a database instance or a database cluster.
Save On Clouds or Us or Our means Cloudware Pty Limited ACN 638 804 921 trading as Save On Clouds ABN 54 638 804 921.
Services means the cloud resources management services we will provide to You and any other ancillary services in accordance with the specifications in Your order and this Agreement.
Solutions means any software, platform or tools provided by Us to You to perform the Services.
You and Your means the person, company or other legal entity purchasing the Save on Clouds Solutions and Services.
2. Terms of Licence
Subject to and conditional upon Your payment of Fees and Your compliance with this Agreement, Save On Clouds grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Solution, the Services and Documentation.
3. Save on Clouds Account
To use and access our Services, you must set up an account with Save on Clouds.
You must provide a current email address as this will be Our main form of communication with You.
You must ensure that You and any of Your authorised users:
Maintain the security and the confidentiality of Your login credentials. Save on Clouds will not be responsible for any issues or disputes that arise as a result of your failure to maintain the security of your login credentials. You are responsible and liable for all uses of the Services, Solution and the Documentation through access provided by You directly or indirectly or through use of Your login credentials;
Notify us immediately if you become aware that Your account or login credentials is being used without authorisation;
Immediately notify Save On Clouds if you suspect any unauthorised use of your account or any other breach of security; and
Ensure that you exit from Your account at the end of each session.
You acknowledge, agree and understand that:
You are responsible for maintaining the confidentiality of your account, username and password, and ensure confidentiality and complexity of your secure password;
Save On Clouds is not responsible for any loss or damage arising from the theft or misappropriation of your username and password; and
You are fully responsible for all activities that occur under your username and password, including the purchase of any of our paid services.
4. Free Trial Period
Save On Clouds may offer you a free, no-obligation 7-day trial period of the Service (the Trial Period). The Trial Period will commence on the initial date of the access or use of the Service and will conclude six days later, or otherwise sooner:
If the account is upgraded and You commence payment the Fees; or
The use of the Services is terminated in accordance with this Agreement.
You acknowledge and agree that this Agreement is applicable and binding on you during the Trial Period and Save on Clouds does not make any commitments in connection with the Solutions or the Services during the Trial Period.
You acknowledge and agree that Save On Clouds may modify, cancel, limit and/or amend the Trial Period at its sole direction at any time.
After the Trial Period ends, and we will charge you the following fees:
$2.99 USD per Resource per month (plus 10% tax)
For more information about our pricing model please see the Pricing page.
You will pay Our Fees by credit card payment, from the credit card nominated by You upon setting up Your account. Billing occurs on the last day of every month after your trial membership ends.
Once you are billed, you will receive an invoice via your nominated email address. Our invoice will detail how your usage has been metered.
All Fees payable by You under this Agreement are exclusive of taxes, duties, charges imposed or levied in Australia or overseas in connection with the performance of this Agreement. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder (other than taxes imposed on Save On Cloud’s income) including any new taxes, duties or charges imposed subsequent to the date of this Agreement in respect of the Services.
If You request and Save On Clouds agrees to do anything not expressly provided for in this Agreement, Save On Clouds will impose additional charges.
If You dispute the whole or any portion of an amount claimed in an invoice submitted by Save On Clouds, You must pay the portion of the invoice which is not disputed and must notify Save On Clouds in writing (within seven days of the invoice) of the reasons for disputing the remainder of the invoice. If it is resolved that some or all of the amount in dispute is due and payable, then You must pay the amount resolved together with interest on that amount.
Any invoice overdue for 14 days will be charged interest. Any interest payable on any amount due under this Agreement will be payable at the rate of 10% accrued daily.
In the event that You remove your credit card details from Your account,WE will immediately charge You for, and send an invoice for, Services rendered to that date, prorated accordingly.
In the event there are any issues with Your nominated credit card, we will disable your account immediately and We will contact You via email to resolve the issue.
You may terminate this Agreement at any time by giving Us written notice that You would like to terminate this agreement and our Services.
We may, at our sole discretion, immediately terminate, suspend or deny you access to Your account and our Services in accordance with clause 17 below.
This Section does not limit any of Save On Cloud’s other rights or remedies, whether at law, in equity, or under this Agreement.
If this Agreement is terminated for any reason:
You will be charged a prorate rate for any work performed up to the date of the termination;
the license granted in accordance with this Agreement will also terminate, and you must cease using the Solution, the Services and the Documentation. Any termination of this Agreement will not affect Your obligation to pay any Fees due and owing under this Agreement; and
You acknowledge and agree that Save On Clouds will retain any data and documentation as legally required.
7. Your obligations
You agree that you will not, nor will you attempt to:
use the Solution or the Services in any production environment;
Reverse engineer, decompile, dissemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services or Solution;
copy, modify, translate, or create a derivative work of the Solution, Services or Documentation or allow a third party to do the same;
sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Services or Solution, or any other Documentation available via the Services without the prior written permission of Save On Clouds;
use the Services or Solution for illegal purposes or for promotion of dangerous or illegal activities;
interfere with or disrupt the Services, or servers or networks connected to the Services or Solution, or disobey any requirements, procedures, policies or regulations of networks connected to the Services or Solution;
attempt to gain unauthorised access to the Services, Solution, other accounts, computer systems, or networks connected to the Services or Solution through hacking, password mining, phishing or any other means; upload, post, email, transmit, distribute or otherwise make available any material that contains viruses, computer code, or any other technologies that may harm Save On Clouds or the interests, information, or property of Save On Clouds customers or limit the functionality of any software, hardware or other equipment;
circumvent, disable or otherwise interfere with security-related features of the Services or Solution or features that prevent or restrict use or copying of any Documentation or enforce limitations on use of the Services or Solution;
remove any proprietary notices from the Solution, Services or Documentation;
use the Solution, Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
access or use the Solution, Services or Documentation for competitive analysis of the Services, Solution or Documentation, the development, provision, or use of a competing software service or product, or any other purpose that is to Save On Clouds’ detriment or commercial disadvantage; or use the Services Solution or Documentation in any manner other than as permitted by this Agreement.
8. Your warranties
You represent and warrant that:
You will only use the Services and the Solution in a manner consistent with this Agreement and any and all applicable laws. You agree to indemnify and release Save On Clouds from any action that arises as a result of a breach of this warranty.
All information You provide to us to register Your Account is true, accurate, current and complete. You agree to maintain and promptly update such information to keep it true, accurate, current and complete.
Any and all data supplied by You or otherwise accessed by Save On Clouds through the provision of the Services is the sole and exclusive property of You or that You have secured any and all authorisations, licenses, permissions and rights to use the data.
The data does not breach any relevant laws, regulations, or codes.
The data does not infringe the intellectual property rights of any third party.
If the data contains personally identifiable information or personal data, You have obtained the necessary consents, approval and authorisations in order to transfer or permit access to such data in accordance with applicable privacy and data protection laws. You agree to indemnify and release Save On Clouds from any action that arises as a result of a breach of this warranty.
If You are provided with any of Save On Cloud’s data or any other third-party data, You will not use or copy such data.
You have adequate data risk management systems and emergency recovery procedures in place to minimise any loss of data.
You are authorised to use the credit card You have nominated in Your account.
You are directly responsible and liable to Save On Clouds for any act or omission of Your authorised users and of any other person who acts or purports to act with Your authority.
10. Ownership of the Services
All right, title and interest in and to the Solution, the Services and Documentation, including all intellectual property rights are and will remain with Save On Clouds.
Any third-party materials (including materials as provided by AWS and Azure) appearing in the Services, remain the right, title and interest, including all intellectual property rights, in the applicable third-party providers.
11. Ownership of Customer Data
Any data that You upload, provide, transfer, process, use or store in Your account in connection with the Services or Solution remains Your property. Save on Clouds acknowledges that You own all right, title and interest, including all intellectual property rights in Your data.
You grant to Save On Clouds a non-exclusive, royalty-free, worldwide licence to reproduce, distribute and otherwise use and display Your data as may be necessary for Save On Clouds to perform its Services for You.
You agree that any data and information related to Your use of Our Services and that which we use in an aggregate and anonymised manner (Services Data) may be used by Save On Clouds, without limitation, to improve the performance of the Services and to develop important and necessary updates to our Services.
The Services Data may be used for the following:
Compile statistics and performance information relating to the Solution and the Services; and
Improve the performance of the Solution and the Services.
Save on Clouds will never use this information to identify you.
You hereby unconditionally and irrevocably grant Save on Clouds an assignment of all right, title and interest, including intellectual property rights, in and to the Services Data.
12. Intellectual Property
You acknowledge that the Services are subject to copyright and any other intellectual property rights. You shall not during or any time after the expiry or termination of this Agreement permit, engage or attempt to engage in any act which infringes Save On Cloud’s intellectual property rights and without limiting the generality of the foregoing, You specifically acknowledge that you may not copy any of the Services, Solution or the Documentation except as otherwise expressly authorised by this Agreement.
Any documentation We provide may not be copied under any circumstances.
You warrant that any of Your data or materials do not infringe the intellectual property of any person. You agree to fully indemnify Save On Clouds against any loss, cost, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party against Save On Clouds alleging that Your data or materials infringe any such intellectual property. This indemnity will be granted whether or not legal proceedings are issued and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.
Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement. However, the liability of Save On Clouds for any breach of such condition or warranty shall be limited, at the option of the Save On Clouds, to one or more of the following:
if the breach relates to goods:
the replacement of the goods or the supply of equivalent goods;
the repair of such goods;
the payment of the cost of replacing the good or of acquiring equivalent goods; or
the payment of the cost of having the goods repaired; and
if the breach relates to services:
the supplying of the services again; or
the payment of the cost of having the services supplied again.
Subject to clause 12(a), to the fullest extent permitted by law, Save On Clouds does not make any representations or guarantees regarding the uptime or availability of the Services except as specifically identified in Your order. Save On Clouds does not make any warranties in relation to the suitability of our Services or Solutions for your requirements.
You warrant that You have not relied on any representation made by the Save On Clouds which has not been stated expressly in this Agreement or in Your order or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by Save On Clouds.
You acknowledge that to the extent Save on Clouds has made any representation which is not otherwise expressly stated in this Agreement, You have been provided with an opportunity to independently verify the accuracy of that representation.
You accept the Solutions, Services and Documentation on an “as is” basis. You shall at all times, and notwithstanding any assistance, direction or supervision provided by Save On Clouds or its personnel, be and remain entirely responsible for all consequences arising from the Services, including responsibility for the use, operation, processing and/or manipulation of Your software and data.
To the fullest extent permitted by law, You understand, acknowledge and agree that Save On Clouds will not be liable for any loss of use, lost data, failure of security mechanisms, failure to detect malicious code, or interruption of business.
To the fullest extent permitted by law, Save On Clouds hereby disclaims all warranties, either express or implied, including, but not limited to any implied warranties or merchantability, fitness for a particular purpose, title, non-infringement, and all warranties arising from course of dealing, usage or trade practice.
Except for the limited warranty set forth in subclause 13(a), Company does not warrant that the Services, documentations or any materials available on or through the Services or through Save On Clouds will be accurate, current, error-free, virus free, reliable or appropriate for any particular use to which you or any third party may choose to use them, and that the system is or will be available on an uninterrupted and error-free basis, or that defects will be corrected.
You acknowledge and agree that Save on Clouds is not the provider of, and makes no warranties with respect to, any third-party materials.
14. Indemnity and Release
You shall at all times indemnify and hold harmless Save on Clouds and its officers, employees and agents (those indemnified) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such less or liability was caused by or arising from:
Your use or access to the Services or Solution;
Your breach of this Agreement and any other agreement or arrangement you may have with Save on Clouds;
Your violation of any term of this Agreement; and
Any actual or claim of infringement of any person’s intellectual property rights;
Your violation of any third-party right; and
Any of Your wilful, unlawful or negligent act or omission.
If Save on Clouds elects to have You defend Save on Clouds, you must not settle any claim unless You unconditionally release Save On Clouds of all liability and Save On Clouds is limited to payment of money damages, which You agree to pay.
Except in relation to liability for personal injury, Save On Clouds shall be under no liability to You in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the Services supplied under this Agreement or in respect of a failure or omission on Save On Clouds to comply with its obligations under this Agreement.
16. General exclusions and operations of laws
The application of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) to this Agreement (by virtue of any law relevant to this Agreement) is excluded.
Without limiting the generality of any other clause in this Agreement, Save On Clouds may terminate this Agreement immediately by notice in writing if:
You fail to pay any amount due;
You are in breach of any term of this Agreement and such breach is not remedied within thirty (30) days that We have notified You of the breach;
You breach or violate any laws in connection with Your use of Your account or Our Services;
Save On Clouds receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Save On Clouds to do so;
Save On Cloud reasonably suspects, at its sole discretion, that you have accessed or used Your account or the Services beyond the scope of the rights granted or for an unauthorised purpose or Your use is likely to be involved in any fraudulent, misleading or unlawful activities;
You are a corporation and you become the subject of insolvency proceedings; or
You are an individual and you become the subject of bankruptcy proceedings.
If notice is given to You pursuant to subclause 17(a), Save on Clouds may, in addition to terminating this Agreement:
Retain any moneys paid;
Charge a reasonable sum for work performed in respect of which work no sum has been previously charged;
Be regarded as discharged from any further obligations under this Agreement; and
Pursue any additional or alternative remedies provided by law.
18. Complaints or disputes
You agree that, in the event of any complaint, dispute or claim arising out from your use of our website, our Services or the Solution, the claim shall be resolved in accordance with the following procedure:
You and Save On Clouds will attempt in good faith to negotiate a written resolution of the matter directly between the parties; and
if the parties are unable to resolve the dispute, then they shall be free to pursue their respective remedies in accordance with applicable law or this Agreement.
19. Modification of Terms
Company may amend the terms of this Agreement from time to time. Any such changes will become effective when posted on our website. We will send you an email to your nominated email address notifying You of the changes. If You object to any such changes, your sole recourse will be to cease using the Services and terminate this Agreement. Continued use of the Services following any changes to the terms of this Agreement and notification to your email will indicate that You acknowledge the changes and You agree to be bound by the revised Agreement, including such changes.
20. Third-Party Web Sites and Content.
The Services may contain links to third-party websites or services that Customer may use and that are not owner or controlled by Save On Clouds (Third Party Materials). You acknowledge and agree that Save On Clouds has no control over and assumes no responsibility for the Third-Party Materials and that Save On Clouds makes no warranties regarding Third-Party Materials and will not be liable for any loss or damage caused by Your use of or reliance on such Third-Party Materials.
21. Electronic Communication
The communication between You and Save on Clouds will be primarily electronic, through Your account and Your nominated email address. You consent to receive any communications and required notifications from Save on Clouds in electronic form. To the extent permitted by law, you agree that all terms and conditions, agreements, notices, disclosures and any other communications that Save On Clouds provides to you electronically have the same effect as if hardcopies were provided.
22. Conflicting Terms
In the event of any inconsistency between this Agreement any other agreement with Save On Clouds, the terms of this Agreement shall prevail.
In the event that any provision of this Agreement is held to be invalid or unenforceable, then (at Save On Cloud’s election at any time) either the remaining provisions of this Agreement will remain in full force and effect, or the provision shall be read down to the extent reasonable to make it valid and enforceable.
In respect of any claim between the parties under or in connection with this Agreement, the parties agree that to the maximum extent permitted by law, the operations of Part 4 of the Civil Liability Act 2002 (NSW) and of any laws having a similar effect in the Commonwealth and other States and Territories of Australia are excluded and have no application or effect insofar as any of them would apportion liability to Save On Clouds which would not have been so apportioned but for such laws.
24. Force majeure
Neither party will be considered to be in breach of this Agreement or liable to the other party for any loss or damage resulting from an event that is not within the party’s reasonable control (a force majeure event) provided the affected party notified the other in writing as soon as is practicable of the nature of that event or circumstances.
25. Applicable Laws
This Agreement will be governed by and construed according to the laws of New South Wales. You agree to the exclusive jurisdiction of the courts of the New South Wales of Australia to determine any dispute arising out of this Agreement.