Cloud Services Agreement
This Agreement is between the entity you represent ("organisation"), or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually ("you" or "your"), and Munro Consultants Ltd trading as Toxik Software ("Toxik Software", "we", "us", or "our"). It consists of the terms and conditions below, as well as the Online Services Terms, and the offered details for your Subscription or renewal (together, the "agreement"). It is effective on the date you subscribe to the services.
1. Data Protection
Under the General Data Protection Regulation (GDPR) you need to give your explicit consent for us to hold and process your personal data.
Consent to Data Processing
The Personal Data will be subject to the following legitimate processing activities:
- Automated calculation of handicaps, classifications and ratings
Consent to Storage of Personal data
The Personal Data processed concern the following type and categories, including any special categories of data:
- Names of natural persons
- Email addresses
- Dates of Birth
- Personal Score records
The Personal Data processed concern the following categories of Data Subjects:
- The Organisation's Members
- The Organisation's Representative
- The Organisation's Officials
- Others who the Organisation authorises to access data belong to the Organisation
We will notify you as soon as we become aware if a data breach occurs, or is suspected to have occurred
You will notify you as soon as you become aware if passwords or other credentials are suspected of being compromised, or if you have reason to believe a data breach has occurred.
2. Use of Services.
a. Right to use. We grant you the right to access and use the Online Services and to install and use the Software included with your Subscription, as further described in this agreement. We reserve all other rights.
b. Acceptable use. You may use the Product only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that regulates your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this agreement or the Online Services Terms.
c. Your Data. Toxik Software does not and will not assume any obligations with respect to Your Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law.
d. Responsibility for your account. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify us about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.
3. Purchasing services.
a. By ordering or renewing a Subscription, you agree to the terms of that Subscription. Unless otherwise specified, Online Services are offered on an "as available" basis.
b. Pricing and payment. Payments are due and must be made according to the terms of your Subscription.
d. Renewal. Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth on the date on which your Subscription is renewed (the "Renewal Terms"). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.
f. Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law.
4. Term, termination, and suspension.
a. Agreement term and termination. This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.
b. Subscription termination. You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective.
c. We may terminate the Subscription at any time after giving 30 days’ notice. Toxik Software reserves the right to terminate Subscriptions without compensation of unexpired portions where reasonably justified. Reasonable justification includes, but is not limited to, providing the service becoming uneconomic, it becoming impossible at reasonable cost to maintain security of the service, or to comply with relevant law, or any other reason which in the view of Toxik Software means it is not reasonable to continue to provide the service.
c. Suspension. We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to Your Data; (2) you fail to respond to a claim of alleged infringement within a reasonable time; (3) you do not pay amounts due under this agreement; or (4) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement. If one or more of these conditions occurs, then a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your Your Data without any retention period. We may also terminate your Subscription if your use of the Online
Services is suspended more than twice in any 12-month period.
a. Limited warranty. We warrant that the Online Services will meet reasonable expectations during the Term
b. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
(ii) this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;
(iii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and
c. DISCLAIMER. Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply to the fullest extent permitted under applicable law.
6. Limitation of liability.
a. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Online Service during the 12 months before the cause of action arose; provided, that in no event will a party's aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription.
b. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
c. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law.
a. Notices. You must send notices by mail or email to the address shown on the Toxik Software website.
b. License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without Toxik Software's consent.
c. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
d. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
e. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.
h. Applicable law and venue. This agreement is governed by English Law.
i. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this Toxik Software Online Subscription Agreement, (2) the Online Services Terms, (3) the applicable Offer Details, and (4) any other documents in this agreement.
j. Survival. The terms in Sections 1, 2.e, 3.b, 4, 5, 6, 7, and 8 will survive termination or expiration of this agreement.
k. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labour disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.
Any reference in this agreement to "day" will be a calendar day.
"Acceptable Use Policy" is set forth in the Online Services Terms.
"Your Data" is defined in the Online Services Terms.
"End User" means any person you permit to access Your Data hosted in the Online Services or otherwise use the Online Services.
"Product" means any Online Service (including any Software).
"SLA" means the Service Level Agreement outlined in this agreement.
"Software" means software we provide as part of your Subscription or to use with the Online Service to enable certain functionality.
"Subscription" means an enrollment for Online Services for a defined Term as specified at time of purchase.
"Term" means the duration of a Subscription (e.g., 30 days or 12 months).
Acceptable Use Policy
This Acceptable Use Policy (AUP) is designed to protect Toxik Software and from harm caused by the misuse of systems and data. Misuse includes both deliberate and inadvertent actions.
“Users” are everyone who has access to any systems. This includes permanent employees and also temporary employees, contractors, agencies, consultants, suppliers, customers and business partners.
“Systems” means all servers used to provide the Service.
“Service” means al cloud data storage provided by Toxik Software to its customers, including web servers and services used to provide the Service.
3. Use of Systems
All data stored on Toxik Software’s systems remains the property of the customer. Users should be aware that the company cannot guarantee the confidentiality of information stored on any Toxik Software system except where required to do so by local laws.
Toxik Software can monitor the use of its systems and the data on it at any time. This may include (except where precluded by local privacy laws) examination of the content stored within the data files of any user, and examination of the access history of any users.
Toxik Software reserves the right to regularly audit networks and systems to ensure compliance with this policy.
4. Data Security
Users must keep passwords secure and not allow others to access their accounts. Users must ensure all passwords are strong and prevent disclosure of passwords to unauthorised persons.
5. Unacceptable Use
The activities below are provided as examples of unacceptable use, however it is not exhaustive.
All illegal activities. These also include activities that contravene data protection regulations.
Circumventing the security systems and protocols which Toxik Software has put in place.
Activities that adversely affect other customers and users, including consuming excessive bandwidth or imposing excessive data usage on the systems.
Malicious actions that are intended to damage, disrupt or otherwise impact on the systems. This includes denial of service attacks and hacking.
Service Level Agreement
>Does not guarantee that the service will be available for a defined minimum proportion of each day, but undertakes to maintain reasonable access.
May at any time, and without notice, take the service offline for maintenance, upgrade, security, or to protect the service from unacceptable use.
Undertakes to make regular backups of customer data for protection of customers.
Undertakes to maintain reasonable security and protection against loss for customer data.