Security Software (cloudcare) - Terms & Conditions

Terms & Conditions for CloudSecure Software

1. Introduction

These Terms & Conditions (“Terms”) govern the provision of CloudSecure software (“Software”) by Stirling IT Ltd (“Reseller”) to end users (“Customer”). By purchasing and using the Software, the Customer agrees to these Terms.

2. Definitions

“Agreement” refers to these Terms & Conditions.
“Reseller” means Stirling IT Ltd.
“Customer” means the entity purchasing the Software for its own use.
“Software” means the CloudSecure software and related services provided by Safe Data Storage Ltd through the Reseller.

3. Order and Acceptance

Orders for the Software are placed by the Customer and are subject to acceptance by the Reseller.

An order is considered accepted once the Customer agrees to the initial software quote and the software is installed.

4. Fees and Payment

The Customer agrees to pay the fees specified in the original software proposal.

Fees are due within 21 days of the invoice date unless otherwise specified.

5. License and Use

The Software is licensed, not sold. The Customer is granted a non-exclusive, non-transferable license to use the Software in accordance with these Terms.

The Software may be used solely for the Customer’s internal business purposes.

6. Software Usage

Cloud Backup: The Software provides cloud-based backup solutions designed to securely store data offsite. The Customer acknowledges that no backup solution can guarantee complete protection against all data loss scenarios.

7. Service Availability and Maintenance

Service Availability: The Reseller will use reasonable efforts to ensure that the Software is available at all times but does not guarantee uninterrupted availability.

Maintenance: The Reseller may schedule maintenance that could result in temporary downtime. The Reseller will provide advance notice of any scheduled maintenance.

8. Data Protection

Both parties will comply with applicable data protection laws and regulations, including the GDPR.

The Customer is responsible for obtaining necessary consents from end users for the processing of their personal data.

9. Confidentiality

Both parties agree to keep confidential any proprietary information received from the other party.

Confidential information may only be used for the purposes of fulfilling obligations under this Agreement.

10. Warranties and Disclaimers

The Reseller warrants that the Software will perform substantially in accordance with its documentation.

Except as expressly provided, the Software is provided “as is” without any additional warranties.

11. Backup Terms and Conditions

The backup component of the Software is intended to provide secure data storage. However, the Customer acknowledges that:

No backup solution can guarantee complete protection against all data loss scenarios.

The Reseller does not warrant that the Software will recover all data in every situation.

The Customer is responsible for maintaining additional backup measures and regularly testing data restoration processes.

12. Limitation of Liability

The Reseller’s liability for any claim arising under this Agreement is limited to the amount paid by the Customer for the Software in the 12 months preceding the claim.

The Reseller is not liable for any indirect, incidental, or consequential damages.

Liability Waiver: The Reseller is not liable for any damages or losses caused by data loss, data corruption, or other issues that the Software fails to prevent or mitigate.

13. Termination

Either party may terminate this Agreement if the other party breaches a material term and fails to remedy the breach within 30 days of receiving notice.

Upon termination, the Customer must cease using the Software and destroy all copies in its possession.

14. Governing Law

This Agreement is governed by and construed in accordance with the laws of Scotland.

15. Indemnification

The Customer agrees to indemnify and hold harmless the Reseller against any claims, damages, losses, or expenses arising from the Customer’s use of the Software in violation of these Terms.

16. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.

17. Compliance with Laws

Both parties agree to comply with all applicable laws and regulations, including export control laws and regulations.

18. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, acts of terrorism, strikes, labor disputes, government actions, and internet or telecommunication outages.

19. Intellectual Property

The Reseller has the right to resell the Software, but Safe Data Storage Ltd retains all rights, title, and interest in the Software, including any intellectual property rights. The Customer agrees not to modify, reverse engineer, or create derivative works based on the Software.

20. Data Security

The Reseller will implement and maintain appropriate technical and organizational measures to protect the data stored using the Software against unauthorized access, alteration, disclosure, or destruction.