Clould Backup Terms and Conditions – Replic8® (Offsite Backup)
This Offsite Backup Agreement (the “Agreement“) is entered into by and between Crystal Integrated IT Solutions, (“Crystal“) and the entity agreeing to these terms (“Customer“). This Agreement is effective as of the date you click the “I Accept” button, or provide verbal confirmation of your intention to use the “Service“, or, if applicable, the date the Agreement is countersigned (the “Effective Date“). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity, please do not accept or sign this Agreement. This Agreement governs Customer’s access to and use of the Services.
1.1 Backup Services: Crystal offers an off-site backup service (also referred to as Cloud Backup or On-Line Backup). All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Crystal stores and processes its own information of a similar type. Crystal has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Services, Crystal will only store Customer data within Australian Data Centres.
1.2 Notification system: The integrity of Crystal’s notification system relies on proper use of email as a message transmittal medium. The use of the email system, directly or indirectly as a spamming tool, or other than it is intended, is prohibited.
1.3 Up time: Crystal does not warrant that its servers will be available at all times and will not be held responsible for backup failure due to electrical faults, internet failure and the like. Crystal does however strive to provide a 99 per cent target of service availability.
2. Customer Obligations:
2.1 Use: Crystal grants Customer a non-exclusive, non-transferable, royalty-free, limited license to use the binary form of its software for business or personal use. Redistribution of programs owned by Crystal, unless explicitly granted by Crystal, is strictly prohibited.
2.2 Acceptable Use: While it is not Crystal’s intent to monitor your online communications, Crystal reserves the right to edit or remove content that it become aware of and determines to be harmful or offensive to the general public. Violation of this acceptable use policy may result in termination or suspension of your account.
2.3 Unlawful Use: Customers are expected not to use the services provided by Crystal for any unlawful activities not otherwise covered above, including but not limited to, attempting to compromise the security of any networked account, a site or a country. Appropriate legal procedures will be pursued if Crystal becomes aware of any of these activities.
2.4 Responsibility – Backup: Customer acknowledges that it is responsible for the selection of the information to be backed up by the backup Service, the scheduling of the backup operations, ensuring that successful backup has occurred and any costs payable to any third parties as a direct or indirect result of using the Service. This exists even in instances where Crystal technicians have setup and configured the Service on behalf of the Customer.
2.5 Responsibility – Encryption keys: Customer acknowledges that it will be responsible for recording its backup encryption keys. Customer has the sole responsibility to make sure that its encryption keys are kept in a safe and secure place. Crystal shall not be liable for any damages (including damages for not being able to restore backup data or the disclosure of confidential information) resulting from loss/corruption/compromise of this key.
3. Fees, Charges and Payment:
3.1 Billing: Customer may elect one of the following billing options when placing its order for the Service.
a. Monthly Plan
If Customer selects this option, Customer will not be committed to purchase the Services for a pre-defined term, but will pay for the Services on a monthly basis. Crystal will bill Customer: (i) Fees based upon the Customer’s monthly usage of the Services during the preceding month; and (ii) monthly in arrears for its use of the Services. Crystal will provide Customer with the monthly rate for the Services when Customer orders the Services, and will use this rate to calculate the Fees, on a prorated basis, for Customer’s monthly usage during that month. Any partial day of Services usages will be rounded up to a full day of Services usage for the purposes of calculating Fees. Customer may pay for the Services using the payment options listed below.
b. Annual Plan
If Customer selects this option, Customer will be committed to purchasing the Services from Crystal for an annual term, and in exchange will receive a discount on the Service which will be reflected in Customer’s annual payment rate. Crystal will bill the Customer in advance for the entire year, for its use of the Services and any upward adjustments to customer’s storage requirements will result in a pro-rated invoice being raised for the balance of the annual commitment. Customer may pay for the Service using the payment options listed below.
3.2 Payment: All payments due are in Australian Dollars and are inclusive of GST.
The Service is supplied by Crystal on a commercial basis and you acknowledge that payment is required in advance for this service. Any failure to make timely payments will result in the suspension or cancellation of an account. Crystal is under no obligation to service delinquent accounts, which have outstanding amounts.
a. Credit Card or Debit Card.
Fees for orders where Customer is paying with a credit card, debit card or other non-invoice form of payment, will incur an additional 2.6% administration fee, and are due at the start of the month or year, during which Customer received the Services. For credit cards, or debit cards, as applicable: (i) Crystal will charge the Customer for all applicable Fees (including administration fees), when due and (ii) these Fees are considered delinquent thirty days after the invoice due date.
Payments for invoices are due at the start of each month or year, and are considered delinquent after the due date of the invoice.
c. Changing Method of Payment.
Customer may change its payment method to those offered by Crystal, from time to time whenever a new invoice is raised.
3.3 Additional Fees: Crystal reserves the right to charge additional fees in either of these two situations:
a. If backup issues emerge which are caused by issues with the Customer’s systems or network, and require Crystal staff to resolve those issues, then Crystal reserves the right to charge for the time and materials required to resolve the issue. Fees are charged at the rate of $130 per hour; or
b. If the customer goes over their quota, they will receive a system generated email notification advising them that they have gone over. If the Customer fails to address the issue by reducing their data and remains over quota for more than 14 days, Crystal will automatically increase the clients account by increasing the quota to the next plan available, and charge the client for the additional storage quota at pro rata rates.
3.4 Storage Quota: You acknowledge that the storage space provided by Crystal is the amount as specified within the contract/application form, or as amended from time to time, and any usage exceeding this amount will be charged in accordance with section 3.3b above.
4.1 Delinquent Payments
Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Crystal in collecting such delinquent amounts, except where such delinquent amounts are due to Crystal’s billing inaccuracies.
4.2 Suspension for Non-Payment
a. Automatic Suspension.
Customer will have thirty days to pay delinquent fees. If Customer does not pay delinquent Fees within thirty days, Crystal will automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays all outstanding Fees.
b. During Suspension.
If Customer is on a monthly billing plan, and Customer is suspended for non-payment, Crystal will stop charging Customer monthly Fees during Customer’s suspension for non-payment. If Customer has an annual commitment, Crystal will continue to charge Customer monthly Fees during Customer’s suspension for non-payment and Customer must pay all outstanding Fees in order to resume its use of the Services.
c. Termination After Suspension.
If Customer remains suspended for non-payment for more than sixty days, Crystal may terminate Customer for breach pursuant to Section 8.
4.3 Suspension for Violation of Agreement
If Crystal becomes aware of Customer’s violation of the Agreement, then Crystal may suspend the Customer’s account without notice. Crystal will provide Customer the reason for the Suspension as soon as is reasonably possible, and will re-activate the account if the Customer remedies the violation.
5. Technical Support Services:
5.1 Data Recovery: Recovery assistance is offered on a ‘good faith’ basis, and under no circumstances do we guarantee a minimum offering in the services we offer, or provision of any recovery equipment. This issue generally will only arise if a customer’s recoveries impact on our ability to service other customers.
5.2 Additional Support Services:Crystal may at its discretion, charge Customer for any additional fees, as outlines in section 3.3a above.
6. Intellectual Property Rights:
6.1 Intellectual Property Rights: Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Crystal owns all Intellectual Property Rights in the Services.
6.2 Copyright: All content included on this site, including text, graphics, logos, button icons, images and software, is the property of Crystal or its content suppliers and is protected by international copyright laws. All programs used on this site are the property of Crystal or its software suppliers and protected by international copyright laws. Any attempt of reverse engineering, disassembly, or decompilation of programs, unless explicitly permitted, is prohibited by law.
6.3 Ownership: The Service is supplied by Crystal on a license basis and ownership of the software is not transferred. Customer agrees that on termination of your account with Crystal IT, all relevant software will be permanently removed from your computers.
7. Representations, Warranties and Disclaimers:
7.1 Limit of Warranty:All software provided by Crystal, is on an “as is” basis with no warranties of any kind and Crystal will not be liable for any damages of any kind arising from its use. Crystal further disclaims all warranties, express and implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose.
7.2 Limit of Liability: Crystal’s liability to you in relation to any claims relating to the Service is limited to the re-supply of the services you have ordered and paid for in full.
7.3 Damages: Crystal shall not be liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, loss of backup data, or the like), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if Crystal or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.
7.4 Data Uploads: Some ISP’s add uploaded data to their customer’s monthly download allocation. Customer acknowledges that it will check with its ISP, as Crystal accepts no responsibility for excess upload or download charges.
8. Notice and Termination:
8.1 Notice: Customer will notify Crystal of any changes to billing or contact details in writing. Customer will provide Crystal with thirty days written notice should it wish to change its account in any way. This includes cancellation of the Service.
8.2 Termination: Customer agrees that once it has confirmed any account cancellation of the Service with Crystal, any backup information that may have existed on Crystal’s servers will be removed in a timely fashion, and our obligations to provide recovery of any information ceases once your account is cancelled.
8.3 Termination for Breach
Customer acknowledges that Crystal may Terminate this Agreement if: (i) the Customer is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) Customer ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) Customer is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
9.1 Change of Terms:Customer acknowledge that these terms and conditions may alter from time to time and that Crystal may advise you of any changes through posting updates on our website or by provided you with written notification, via post or email.
9.2 Governing Law: This Agreement is governed by the laws of Queensland in Australia.