Terms of Use
Last updated: 27 February 2023
Table of Contents
1Background
Thank you for visiting our Terms of Use (Agreement), we are Sahelay Pty Ltd ACN 663 844 095 of 27/44 St Georges Terrace, Perth, WA 6000 (Sahelay, we, our, us and other similar terms). We provide a range of information technology services, including cloud backup and restoration services, which we refer to in this Agreement as our Services.
This Agreement outlines the terms and conditions associated with your use of our Services. It is your obligation to ensure that you have read, understood and agree to the most recent terms available at http://sahelay.com/terms (Website).
2Agreement
2.1 Accepting this Agreement
By creating an Account with us, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using that Account or any associated Services.
â ī¸You must NOT create an Account with us if you are not able to form legally binding contracts or are under the age of 18.
If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.
2.2 Term
This Agreement will commence when you create an Account with us and will continue until terminated in accordance with clause 13.
2.3 About this Agreement
Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined in clause 15.1. They aid to clarify the terms and conditions. Please feel free to email us at support@sahelay.com if you have any questions.
3Accounts and Security
3.1 Registering an Account
In order to use the Services, you are required to provide us with Personal Information and create an Account with us.
âšī¸You agree to provide accurate and complete information, update it when it changes, and not provide false or misleading information.
We reserve the right to reject any new Account in our absolute discretion.
3.2 Account Security
Maintaining the security of your Account is important to ensuring your data and Personal Information. We work hard to keep our Services secure and we ask you to contribute.
đYour Security Responsibilities
- Don't share your Account credentials
- Don't allow others to access your Account
- You're responsible for all activities under your Account
3.3 User Accounts
If you create an account for any of your Authorised Users, you acknowledge and agree that you are solely responsible for all activity undertaken by that user, the management of Account security and granting or removing permissions associated with that User Account.
3.4 Our Right to Suspend
We reserve the right to limit or suspend your access to our Services if:
- You fail to pay the Service Fee
- Your account has been inactive for the last 28 days
- You are in breach of any obligations or warranties in this Agreement
Suspending your account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay the Service Fees.
4Services
4.1 Subscribing to Services
Users with an active Account may subscribe to Services so long as they have not received a Cancellation Notice. The details of a Subscription to a particular Service, including the Service Fees and Subscription Period are set out in the particular Service Offering.
4.2 Usage Restrictions
Some Services may have Usage Restrictions, including those relating to the use of Service specific resources. Usage Restrictions may set hard limits on the use of the associated Services or result in additional Consumption Fees if the Usage Restrictions are exceeded.
â ī¸ You are solely responsible for monitoring resource usage and complying with Usage Restrictions.
4.3 Downloadable Software
Certain Services require the use of downloadable software. Where you subscribe to a Service requiring the use of our Software, we grant you a non-exclusive, non-transferable and revokable licence to use that software for the Subscription Period.
4.4 Updates and Discontinuance
We reserve the right to discontinue any of our Services in our sole and absolute discretion. If you have subscribed to a Service which we discontinue we will give you notice at least one Subscription Period prior to the discontinuance of the service.
During routine maintenance we may implement Updates which may change the manner in which Services function. The provision of Updates to our Services do not give rise to a breach of this Agreement provided they do not materially decrease their functionality.
5Support and Maintenance
5.1 Support
Support for our Services is provided in accordance with the support arrangements as set out on our Website and may vary from time to time.
5.2 System Maintenance
You acknowledge and agree that many of our Services operate on Third Party Infrastructure. From time to time Third Party Infrastructure may become inaccessible or unavailable.
âšī¸ Important Points:
- Access may be interrupted for various reasons
- We're not liable for losses from interruptions
- Temporary interruptions don't breach these terms
6Your Obligations and Use of the Services
6.1 Service Fees
Service Fees are set out in the Service Offering associated with the particular Service and may consist of fixed prices per Subscription Period as well as Consumption Fees associated with the use of Service resources.
6.2 Payment
We will provide you with a tax invoice for the Service Fee associated with any Service Offering, which you agree to pay in accordance with the Payment Terms.
đ° Service Fees are quoted in Australian Dollars and are exclusive of taxes.
6.3 Lawful Use of our Services
You agree to comply with all Laws when making use of your Account and any related Service. You undertake not to upload, store or access any data via our Services if such access or storage would infringe a person's Intellectual Property right, breach any Law, including Privacy Law.
6.4 Conduct which is Expressly Prohibited
You may only acquire and make use of our Services for the sole purpose of meeting your internal business needs.
đĢ You must NOT:
- Tamper with, hinder or modify our Services
- Transmit viruses or other disabling features
- Disable or circumvent any protection mechanism
- Install unauthorized software applications
- Interfere with systems or other users' enjoyment
- Assist others to do any of the above
7Privacy
You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion. If we amend our Privacy Policy, we will post the new version on our Website.
Each party agrees to notify the other party of any unauthorised access, use, modification, disclosure or other misuse of any Personal Information collected, stored or accessed in connection with this Agreement as soon as practicable after becoming aware of such activity.
8Confidentiality
8.1 Confidentiality
A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information.
8.2 Permitted Disclosures
We may disclose information to comply with legal requirements or to protect our legal rights.
âšī¸ We have no obligation to inform you if Permitted Disclosures are made.
9Intellectual Property
We warrant we own or have a licence to use the Intellectual Property provided as part of our Services.
đĢ You must NOT:
- Create adaptations or translations of our Services
- Use our Services to infringe others' Intellectual Property
- Incorporate our Services in other applications
- Copy, decompile, or reverse engineer our Services
10Warranties
We aim to provide the best possible user experience, however, subject to the Non-excludable Conditions, we make no warranties or guarantees that our Services are fault free, regarding our Services' fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, our Services.
11Limitation of Liability
11.1 Implied Conditions
We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.
11.2 Limitation of Liability
Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including Consequential Losses, suffered or incurred directly or indirectly by you.
â ī¸ We are NOT liable for:
- Service inaccessibility
- Data loss or corruption
- Security vulnerabilities
- Third party infrastructure failures
- Your breach of this Agreement
11.3 Limits to Liability
To the fullest extent possible under the law, we limit our liability for any breach to the re-supply of goods/services or payment of the cost of re-supply.
11.4 Consequential Loss
Neither party is liable to the other for any Consequential Loss.
11.5 Indemnity
You indemnify us against all costs suffered or incurred by us arising from your breach of this Agreement, your infringement of third party Intellectual Property rights, or any harm to third parties arising from your use of our Services.
12Dispute Resolution
A party claiming a dispute has arisen must give written notice to the other party specifying the nature of the Dispute.
đ Dispute Process:
- Try to resolve between parties within 30 days
- If unresolved, proceed to mediation
- If still unresolved after 30 days of mediation, may commence proceedings
Each party must pay its own costs. The mediator's costs are shared equally.
13Termination
13.1 Cancellation Notice
Termination must be in writing:
- You can email us at support@sahelay.com
- Or cancel via your Account
13.2 Termination for Convenience
Either party may terminate this agreement by providing the other with 28 days notice.
13.3 Termination for Cause
Either party may immediately terminate if the other commits a material breach that is not remedied within 14 days after notice.
13.4 Immediate Termination
We may terminate immediately if your Account has been suspended or inactive for at least 28 days.
13.5 Actions Upon Termination
đ Upon termination:
- Stop using our Services immediately
- Remove any software we provided
- We may permanently erase your data
- You'll lose access to your Account
14General
Assignment
We may assign our rights in this Agreement without your consent.
Entire Agreement
This document contains the entire agreement between the parties.
Governing Law
The laws of Western Australia govern this Agreement.
Notices
Communications will be sent to your registered email address.
Relationship
Nothing creates an agency, joint venture or partnership.
Severability
Unenforceable provisions will be severed if possible.
Variations
We may vary this agreement by giving 28 days written notice.
15Definitions and Interpretation
15.1 Definitions
Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:
Account
The username and access credentials used when you subscribe to our Services.
Agreement
These terms and conditions and any Service Specific Terms incorporated into them by reference.
Authorised User
One of your personnel who you have provided with a User Account.
Cancellation Notice
A notice sent by either party, in accordance with clause 13.1, requesting the termination of this Agreement.
Confidential Information
Information that is by its nature confidential, including data, personnel information, business strategies, and security credentials.
Consequential Loss
Indirect loss, loss of profits, revenue, contract value, anticipated profit or loss of data.
Service Fee
The price payable for a Subscription to our Services, including Consumption Fees.
Personal Information
Information or opinion about an identifiable individual (not a company).
15.2 Interpretation
Unless explicitly stated otherwise, references to parties include their successors, "including" doesn't limit scope, and headings don't affect interpretation.