Michalsons is a distributor of data protection software. These terms are for the software service 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, as well as the software providers’ terms of service. To make sure you’re satisfied we offer a guarantee and refund in line with our policy.
Use of the service
We will provide the software service to you to use from a URL we’ll give you. We describe the plan and term of your service in the order. You refers to the specific person (for example, the company) we describe in an order who can use the service. 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 service is for your use only.
You must only allow the number of authorised end users we permit under your plan to use (or access) the service. You mustn’t give users outside your organisation access to the service. You can upgrade the services when you want to.
Don’t share login details with others.
Duration
We will automatically renew your license unless you give us written notice to terminate 30 days prior to the renewal date.
You have 30 days from the date of notice to terminate to export and download all of your data from the tool.
Export and download your data from the tool before you terminate the service.
Intellectual property
We (or our software principal, vendor, service provider or licensor) retain all right, title and interest in and to the service and all intellectual property rights in the service (including any modifications or enhancements). You must not copy, reverse engineer or create derivative works of the service.
Those who provide the service to us – to provide to you – own the service.
Fees
You will pay us the 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 service. If it happens often, we can terminate your access.
Our pricing is based on you accepting these software 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 service 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 service.
By their nature, software services sometimes have errors and go down.
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 service.
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 service.
Your data
You own all right, title and interest in and to all of your data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of it. If any of your data is lost or damaged, your sole and exclusive remedy will be for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of the data maintained by the software vendor. We will not be liable or responsible for any loss, destruction, alteration or disclosure of your data caused by any third party.
Your data is yours and your responsibility.
Processing of personal information
Typically, we don’t process lots of personal information about your organisation (or its data subjects). We’ll sign a data protection agreement for any personal information we process on your behalf. If you are still reading, you obviously really care about your privacy. We’re really pleased that someone is reading this, so as a reward we’ll send you a gift (like a complimentary pack of webcam cover stickers to protect your online privacy). Simply email us, letting us know that you found this and your delivery address, and we’ll get them delivered to you.
Limitation of liability
Each of our total aggregate liability to the other arising out of or in connection with the services we provide you (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 service will ensure you comply with the law.
This service 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 software services:
- Legal support or services
- Onboarding or implementation services
- Our programme
We charge for these separately and our Terms of Service apply. You probably need our programme and legal services in addition to the software services.
Disposing of your data
We may, upon expiry of 3 months from the date of termination, destroy or otherwise dispose of any of your data we possess.
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 software terms will be regarded as the Special Conditions of Contract (SCC). In the event of a conflict between the provisions, these software terms will prevail.
We have the authority to agree
Both of us warrant that we are duly authorised to agree.
Last updated
- 25 April 2022
- 18 January 2022
- 14 October 2021 (minor grammatical changes)
- 7 May 2021