LAST UPDATED: 28th September 2018
PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE: This licence agreement (License) is a legal agreement between you (Licensee or you) and SCDC Ltd (Licensor) for the software (Software), which includes computer software, the data supplied with it, the associated media, printed materials and documentation (Documentation).
We license our core software from Ahsay [http://ahsay.com]
By using our service you agree to be governed by their terms, price increases and business strategy. We are not associated with in any way with Ahsay.
You must ensure anyone who accesses our service with your logon details is aware of these conditions.
BY USING OR INSTALLING THIS SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE AND FUTURE CHANGES.
Definitions used within our software:
Reseller, Licensee or Partner: This is you, i.e. our customer.
Customer: Your customer or you.
Client or Client Device: Any physical or virtual device the Customer is backing up.
Support contract: 12 months entitlement to software updates from Ahsay when purchasing new licenses or a new 12 month maintenance.
- GRANT AND SCOPE OF LICENSE
- In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
- You may:
- Install and use the Software for your business purposes only:
- Receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors with 12 months of purchasing a license or maintenance for continued support.
- LICENSEE’S UNDERTAKINGS
- Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- Not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of backup or operational security;
- Not to merge, adapt, vary or modify the Software or Documentation;
- Not to make alterations to, or modifications of, the whole or any part of the Software;
- Not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
- Is used only for the purpose of achieving inter-operability of the Software with another software program;
- Is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
- To keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
- To supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
- To replace the current version of the Software with any updated or upgraded version or new release provided by the Licensor under the terms of this Licence immediately on receipt of such version provided the license is within the Support contract
- To include the copyright notice of the Licensor on all entire and partial copies of the Software in any form;
- Not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Licensor.
- Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- INTELLECTUAL PROPERTY RIGHTS
- You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence. The Software may contain software which originated with third party vendors and without limiting the general applicability of the other provisions of this Agreement, you agree that (a) the title to any third party software incorporated in the Software shall remain with the third party which supplied the same; and (b) you will not distribute any such third party software available with the Software, in any manner, unless the license of the third party software states otherwise.
- The Licensor expressly reserves all rights not granted to you herein, notwithstanding the right to discontinue or not to release the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Software.
- You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
- The Licensor does not warrant that the Software will be error-free. Except as provided herein, the Software is furnished “as is” without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Software. You are solely responsible for determining the appropriateness of using the Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.
- You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
- You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
- You acknowledge you must perform regular test restores to ensure you can restore your data. The frequency of the test restores is at your discretion and for you to determine. We recommend a minimum period of 6 weeks between test restores.
- LICENSOR’S LIABILITY
- Nothing in this Licence shall exclude or in any way limit the Licensor’s liability for fraud or for death and personal injury caused by its negligence or any other liability to the extent that it cannot be excluded or limited as a matter of law.
- Subject to condition 5.1 the Licensor shall not be liable under or in connection with this Licence or any collateral contract for:
- Loss of income;
- Loss of business profits or contracts;
- Business interruption;
- Loss of the use of money or anticipated savings;
- Loss of information;
- Loss of opportunity, goodwill or reputation;
- Loss of, damage to or corruption of data; or
- Any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
- Subject to condition 5.1 and condition 5.2, the Licensor’s maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to 10% of the Licence Fee. For the avoidance of doubt the Licensor is not under any obligation to restore the data to the Licensee or onto the Licensee’s systems or servers and it is recommended that a specialist engineer is engaged for such restoration. The Licensor’s only obligation under this Licence is to store and provide a copy of the data to the Licensee upon receipt of a written request.
- Subject to condition 5.1, condition 5.2 and condition 5.3, the Licensor’s liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
- This Licence sets out the full extent of the Licensor’s obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
- All Support is provided via email whilst your license is within SUPPORT.
- TRIAL AND ACTIVATED CLIENTS
- Every account will receive a free 30 day trial. You must contact us if you want to purchase a license.
- When you purchase a license, it is yours to use indefinitely and you will be entitled to free email support and upgrades for 12 months. If you require support and upgrades after the initial 12 month periods, you will need to take out another 12 months maintenance.
- Maintenance renewals are backdated to the previous expiry date. i.e., if your Support contract expires on 1st Jan 2015 and you want to renew it on 1st Jan 2018, you will be required to purchase three years of maintenance.
- PERSISTENCE OF SERVICE AND BACKED-UP DATA DURABILITY
- The backup software allows you to back up to your own storage destinations locally and on most of the commonly used 3rd party clouds. We do not store your backed-up data on our service.
- PAYMENT AND TERMINATION
- You are required to provide valid contact details, including a telephone number and email address and must inform us of any changes within 7 days.
- If any invoice is outstanding after 7 days, your account will be placed on hold and you will be denied access to the customer online support facility. You will receive one reminder by email prior to suspension of any service you may receive from us. Please note that, if you have more than one service with us, failure to pay any invoice in respect of any service will result in the suspension of all services and not just the one in default.
- Failure to pay after a further 7 days will lead to immediate termination of all Services and your data being removed from our service.
- The Licensor may terminate this Licence immediately by written notice to you if:
- You commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or
- A petition for a bankruptcy order to be made against you has been presented to the court; or
- The Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986).
- Upon termination for any reason:
- All rights granted to you under this Licence shall cease;
- You must cease all activities authorised by this Licence;
- You must immediately pay to the Licensor any sums due to the Licensor under this Licence; and
- You must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor’s option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
- Your data will be purged from our system.
- Your data will be stored only whilst you have a valid contract with us. If you want to us to store data for any period longer than the basic contact period of 1 month, you must order a service for that period.
- TRANSFER OF RIGHTS AND OBLIGATIONS
- This Licence is binding on you and us and on our respective successors and assigns.
- You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
- The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.
All notices given by you to the Licensor must be given to us via our website. The Licensor may give notice to you at either the e-mail or postal address you provided to when obtaining the Software. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such e-mail was sent to the specified e-mail address of the addressee.
- EVENTS OUTSIDE THE LICENSOR’S CONTROL
- The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this Licence that is caused by an event outside of its reasonable control (Force Majeure Event).
- A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
- Strikes, lock-outs or other industrial action;
- Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- Impossibility of the use of public or private telecommunications networks;
- The acts, decrees, legislation, regulations or restrictions of any government.
- The Licensor’s performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.
- If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
- A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
- No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
- We may from time to time change any part of this Agreement and will post such changes to you via email and to our website.
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
- PASSWORD PROTECTION, DATA PROTECTION AND DATA ENCRYPTION
- Your backup jobs are encrypted with a password you choose at the time of creating the backup job. If you don’t specify an encryption password, the system will generate one for you.
- YOU are at all times responsible for keeping a written copy of your encrypted password in a safe place. You will only require the password when you need to restore data and that may only happen years after the backup has been created. We DO NOT store your encryption passwords.
- Without the encryption password, you will NOT be able to restore your data.
- ENTIRE AGREEMENT
- This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
- We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
- Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in this Licence.
- LAW AND JURISDICTION
This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.
- All data you store on our service, or backup to our service is owned by you and we will never claim ownership to it.
- We will never read your data or try to decrypt it.
- Your data will be purged when you delete it or an associated service.
- We manage all data in compliance with the laws of the countries we operate in.
How we collect and store personal data
- We capture information in numerous ways when you contact us. This can be through social media, email, helpdesk, telephone and exhibitions.
- We consider personal data to be anything which can identify an individual. This includes names, email addresses, postal addresses, IP addresses, social media posts, and any other information relating to an individual.
- We do not imply you have provided permission for us to send you further marketing emails simply by filling in a form, nor do we pre-tick the consent box. You must explicitly tick a consent box to receive further emails before you are added to future marketing communications.
- We will only keep your personal data for as long as it is legitimately required.
How we use your personal data
- We will not pass on your personal data to anyone outside of our organisation.
- We will not use your personal data to market our services to you unless you have explicitly requested this.
- You can opt out at any time or request which information we hold on you.
- If you have explicitly notified us you want to receive further emails from us, we will use that email address to advise you of our services.
- Some services are reliant on us being able to contact you via email for compliance reasons and security announcements.
- We might terminate some services if we cannot contact you to make you aware of actions you need to take. When such an occasion arises, we will notify you of this.
- We will never market our services to you on a system communication.
Your rights regarding your personal data
- To be removed from our mailing lists. Whenever you receive a marketing email from us, you will have the option to unsubscribe.
- To request your personal data is removed.
- You can contact us to find out what personal information we hold on you or ask for it to be corrected.
- We will inform you when we make a change to how we use your personal data.
- You can make a complaint by contacting us here – https://control.ahsaybackup.co.uk/submitticket.php?step=2&deptid=1
What you should be doing
- We operate multiple online backup, CRM and management portals where our customers can store their own personal details as well as those of their customers. If you have stored personal data on our systems, you must ensure it is stored and used in accordance with the GDPR. The Information Commissioner’s office covers GDPR in depth https://ico.org.uk/
- These details will comprise of the more obvious and directly entered data such as name, address, email address, social media names, telephone number, and company name. Indirect data might be a public IP address.
- You are the owner of any data you store with us or enter onto our systems. You must review your data privacy and security policies to ensure you are compliant with the laws of the countries you operate in.
- Any data you store with us must be secured with a valid encryption password. Any devices which can read or restore such data must be secured to prevent unauthorised access.
- You must ensure your encryption passwords are securely stored, and access to all devices with our software installed on is controlled to prevent any unauthorised access.
GDPR specific notes
- We process personal data as a Data Controller within the definition of the GDPR legislation.
- We are registered with the ICO https://ico.org.uk
Cookies are small text files that are placed on your computer, or other device when you access the internet.
Why are cookies essential?
- Cookies allow visitors to our website to navigate around our site and for us to tailor content applicable to our visitors.
- Cookies allow visitors to return to our site and for their browser to remember actions performed on previous visits. Cookies don’t collect your personal information.
- The length of time a cookie stays on your device depends on its type. We use two types of cookies on our websites.
- Session cookies are temporary cookies which only exist during the time you use our website whilst your visit is active.
- Persistent cookies stay on your device after you’ve visited our website. e.g. if you tick ‘Remember me’ when you log onto a secure form.
- We also use web analytics services to track how visitors reach our site and their activity.
The analytics services we use are:
- Google analytics, these analyse your activity. Find out more about how these cookies are used on the Google privacy site.
- Clicky analytics, these analyse your activity.
How to control and delete cookies
- If you want to restrict or block the cookies we set, you can do this through your browser settings. The ‘help’ function within your browser should tell you how.
- If you are using a ‘smart’ device, please consult the manual.
- If you want to report any abuse, please do so via this form https://control.ahsaybackup.co.uk/submitticket.php?step=2&deptid=1