Michalsons develops and provides programmes. These terms are for the programmes we provide to you as we describe in a written estimate, quote, proposal or invoice (order) we send to you. They are in addition to our general Terms of Service relating to all the services that we provide to clients. To make sure you’re satisfied we offer a guarantee and refund in line with our policy.
Use of the programme
We will provide the programme to you to use from a URL we’ll give you. We describe the programme in the order. You refers to the specific person (for example, the company) we describe in an order who can use the programme. You excludes any related parties (like group companies) who will have to pay an additional fee. As part of the service, we grant you a limited, non-exclusive, non-transferable and no-sub-licensable licence to access and use the solution and the templates for your own internal business purposes. Please don’t give the documents the service generates to others to use.
The programme is for your organisation’s use only.
You must only allow users within your organisation (email address in the same domain) to use (or access) the programme. You mustn’t give users outside your organisation access to the programme.
Don’t share login details with others.
Duration
The term of the programme is monthly and we will automatically renew your subscription unless you cancel.
You may cancel
You may cancel your membership by notifying us in writing (for example, by sending an email to our Support Desk) up to one day before the next invoice is issued. From the moment you cancel, there won’t be any further charges. But we do still expect you to pay for any invoices we issue before you cancelled.
For example, if you join a monthly progrmame on 5 June 2021, we will issue and send you an invoice on the 5th of each month after that. You may cancel on 4 October 2021 and we will not invoice you after that. But we do expecct you to pay for the invoices we have already issued in the months before you cancelled. You asked us to provide a service to you and we provided it.
If you paid annually in advance, we don’t refund a pro-rata share calculated from when you cancel. The cancellation is only effective for the next period.
Intellectual property
We (or our principal, vendor, service provider or licensor) retain all right, title and interest in and to the programmes and all intellectual property rights in the programmes (including any modifications or enhancements). You must not copy, reverse engineer or create derivative works of the programmes. Please don’t create learning or training material or courses based on the programmes without first discussing it with us.
We own the programmes.
Fees
We charge a monthly fee in advance for access to the programme. You will pay us the subscription fees in the order. . Our fees are based on the number of employees that you have. If your number of employees change, the fee you pay us will change.
We reserve the right to change our fees based on exchange rate movements for the next month’s bill if you pay on a monthly basis. If you’re unhappy with this scenario then consider paying annually which takes this risk away from you.
Please pay us as soon as possible.
If you don’t pay us on time, we may suspend your access to the programme. If it happens often, we can terminate your access.
Our pricing is based on you accepting these programme terms. If you would like us to sign your contract we will charge an additional fee.
Availability
This is not a mission-critical service. We will use commercially reasonable endeavours to make the programme available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance. We will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. The service and the solution may be subject to limitations, delays and other problems inherent in the use of communications facilities. You are responsible for procuring and maintaining your network connections and telecommunications links. We reserve the right to discontinue the programme.
By their nature, programmes sometimes have errors and go down.
Termination
It is very unlikely but we reserve the right to terminate a programme at some point in the future provided everyone has had access for the period for which they have paid.
Operational back-ups
We do backups but you must establish adequate operational backup systems and procedures to ensure recovery and continuity of your systems and operations in the event of a failure of the programme.
Security
We take security very seriously. Please read our security policy. You must use current industry-standard anti-malware protection solutions to reduce the risk of passing viruses into the programme.
Limitation of liability
Each of our total aggregate liability to the other arising out of or in connection with the programme (unless otherwise excluded or limited) will be limited to 125% of the total fees you paid us during the twelve months immediately preceding the date of the event giving rise to the liability.
We do not warrant that the programme will ensure you comply with the law.
This programme is simply a tool to help you comply.
Technical support
We provide standard customer support during business hours as further detailed in our Technical Support Terms.
Additional services
We offer various additional services to the programme:
- Legal services
- Onboarding or implementation services
- Our software
We charge for these separately and our Terms of Service apply. You probably need our software services and legal services in addition to our programme. Your access to a programme does not include attorney support hours. Additional work attorneys provide is billed to the member either as a scoped estimate where possible, or otherwise on an hourly basis. We will remind members in advance where costs will be charged. If the work or question is answered in a programme, we will point to the relevant module at no charge. We may charge if the work or question requires additional research or correspondence.
Transfer and sub-contracting
We may transfer (or sub-contract any of our obligations under) this agreement to a third party without your consent.
Special conditions of contract
If you are an organisation that has to use the General Conditions of Contract (GCC), then these programme terms will be regarded as the Special Conditions of Contract (SCC). In the event of a conflict between the provisions, these programme terms will prevail.
We have the authority to agree
Both of us warrant that we are duly authorised to agree.
Last updated
- 21 August 2023 (Added links, CPI, cancelling annual subscriptions and termination by Michalsons)
- 14 February 2022 (Various changes under “Use of the Programme”)
- 22 October 2021 (various updates to clarify various things and to consolidate all programme terms here)
- 14 October 2021 (minor changes)