ABN 19 604 344 064
Cloudstand Cloud Based Services
Terms and Conditions
as of 1st April 2015
- These are the standard terms and conditions of our Cloudstand cloud based services (“Cloudstand Services”) provided by Lateral Plains Pty Ltd and these terms commence on the day stated in the letter of agreement between us and yourself with regard to the provision of Cloudstand Services.
- These Terms and Conditions constitute the agreement in entirety between Lateral Plains and yourself with regard to Cloudstand Services and all such agreements prior to this are superseded.
- We may from time to time vary or modify the Terms and Conditions and our pricing list, but we will not do so before first contacting you to confirm any such changes or modifications.
Acceptable Usage Policy
- the use by you of any and all of our Cloudstand Services is subject to our Acceptable Usage Policy which can be found at the following link: https://www.cloudstand.com.au/legal/acceptable-usage-policy
- Lateral Plains will provide you with web space on their Server systems of the type described and agreed upon in a Schedule of Services we will email to you once you have signed up. Unless otherwise specified, you will be responsible for maintaining content and ensuring that it is up to date and accessible.
- Lateral Plains will be responsible for maintaining and providing access to its servers and the agreed content hosting systems.
- Unless otherwise specifically stated in writing, we do not provide advice in respect of the ease of use or suitability for your needs or intended outcomes in relation to any particular system hosted by us an chosen by you from our services suite.
Email and other communications based services
- Lateral Plains will provide you with real, virtual and aliased email addresses as described in the Schedule of Services.
- Lateral Plains will be responsible for maintaining and providing access for you and/or nominated persons from your organisation to the email system.
- You must provide to us an authorised list of email users and a nominated contact person with authority to verify the authority of those users to utilise those email addresses and aliases. Unless specifically agreed communications regarding or related to, modifications, additions or deletions of email addresses will not be entered into except with that nominated contact person.
Maintenance, downtime and backups
- Whilst Lateral Plains endeavours to provide 24/7 access to Cloudstand Services we cannot guarantee 24/7 uptime or connectivity thereto, but undertake to ensure that during any period of downtime or loss of connectivity, that it will work to restore normal service as soon as is possible thereafter.
- At regular intervals we will be performing maintenance on our systems and servers in our efforts to provide optimal service to you at all times. On all such occasions such maintenance will be scheduled and performed at times to provide minimal or no interruption to services to clients. Should there be any downtime or interruptions of services required, we will endeavour to provide you with notification of such downtime or interruptions well ahead of its occurrence.
- Whilst we endeavour to maintain access to our services on a 24/7 basis, in the case of unscheduled or emergency downtime, we will endeavour to contact you as soon as possible to inform you of the occurrence and anticipated return of service.
- Should Lateral Plains be the cause of cumulative downtime of your Cloudstand Services of more than 24 hours in any calendar month, we will either provide a refund of the agreed fees for that month or provide you with an additional month of Cloudstand Services at your option.
- You are responsible for maintaining and keeping regular backups and copies of all data on the web space provided to you. Lateral Plains will keep regular backups for disaster recovery purposes, but in the event that our backed up data is out of date, you should be prepared to upload data back up to you website from your own backups. We cannot be responsible for out of date or corrupted restores of your website.
- Lateral Plains makes no guarantee or undertaking with regard to the accuracy or integrity of the backed up data provided to you.
- No backups of email will be provided.
Payment for Services
- We will invoice you for Cloudstand Services fees monthly in advance based on the fees agreed between us in our letter of agreement.
- Should any charges accumulate in respect of excess data usage or consultancy services, these will be charged monthly in arrears.
- No refunds will be provided for unused portions of prepaid or advanced payments unless otherwise expressly stated in these Terms and Conditions, except where the Agreement between us has been terminated as a result of a breach of these Terms and Conditions by Lateral Plains.
Client Warranties and Indemnities
You warrant that:
- You will abide by the Acceptable Usage Policy of Lateral Plains online services as provided for on its main website and as they are amended from time to time. Where your employees, agents or contractors utilise the Cloudstand Services, you also agree to ensure that these people also abide by the Acceptable Usage Policy.
- You will take reasonable steps to protect your own system from Internet borne and other worms and viruses and ensure that all reasonable efforts are made to ensure that any and all data and files uploaded or transmitted through Lateral Plains' systems are virus, worm and spam free.
- You will ensure that all usernames and passwords provided to you for access to Lateral Plains's systems are maintained in a safe and secure way and that only nominated and authorised persons have access to the same.
- You will ensure that any and all content and data place on Lateral Plains' systems or transmitted through them is not in breach of copyright, defamatory or unlawful or illegal.
- You are solely responsible for dealing with people who access your web services and related content and must not refer queries, complaints or disputes in relation thereto, to us.
- You will indemnify us against any and all cost, expenses, loss, damage or expenses that we may incurr or suffer, directly or indirectly from your breach of these Terms and Conditions, your abuse or misuse our systems.
- You warrant that:
Lateral Plains' Warranties and Liabilities
- We make no guarantees or undertakings that the Cloudstand Services provided to you will be uninterrupted or problem free, but we undertake to correct any interruptions or problems as soon as we have discovered them and as soon as possible.
- We make no guarantees that any of the software or systems that we use to provide the Cloudstand Services is bug or error free, but we will endeavour as and when such bugs or errors occur, that any and all patches and fixes are applies to the affected software and systems is applied as soon as is reasonably possible.
- Lateral Plains is not responsible for the transmission of worms and/or viruses across its system and reserves the right to temporarily block email and other services in order to contain or eliminate virus or worm attacks against its systems or against your systems and/or the systems of other clients.
- Lateral Plains cannot guarantee a spam free email service or be responsible for spam or virus attacks on your email service. However, Lateral Plains does run some spam filtering facilities on its email systems and will endeavour to work with you to identify and if possible, shut out sources of spam to your email service.
- We cannot guarantee or undertake that the Cloudstand Services will be free from attack by hackers or other intruders or other persons having unauthorised access to our system. However, if, in the unlikely circumstance our systems have been compromised, we undertake to inform you as soon as possible after we have discovered such a compromised in order to ensure that the integrity of your services is preserved and protected.
- Without limitation to any other provision of this Agreement, our liability to you however arising is limited, at our option, to:
- in the case of goods – the replacement of the goods, the supply of equivalent goods, the payment of the cost of replacing the goods or the payment of the cost of acquiring equivalent goods; or
- in the case of services – the supplying of the services again or the payment of the cost of having the services supplied again or by another person.
- you agree and acknowledge that we accept no liability or responsibility arising for any indirect or consequential loss, damage or expense of any kind or nature and you release and forever discharge us from any such responsibility and liabilities and any claims, demands or causes of action in respect thereof.
- We acknowledge that under applicable State, Territory and Commonwealth Laws including in particular the state Fair Trading Acts and the Trade Practices Act (Cth) 1974, certain conditions and warranties may be implied into this Agreement and rights may be conferred upon you which cannot be excluded, restricted or modified. Nothing in this Agreement, whether express or implied, shall be taken to exclude, restrict or modify any such non-excludable conditions, warranties or rights.
Withdrawal, Suspension or Termination of Cloudstand Services
- Should fees be outstanding and unpaid for more than 14 days, we reserve our rights to withdraw the agreed Cloudstand Services until such time as all outstanding fees are paid. However, we will not withdraw any services until such time that you have been notified in writing of our intention to do so.
- Should you be in breach of any of these Terms and Conditions, we reserve the right to withdraw or suspend the Cloudstand Services pending an explanation and resolution of the breach(es). If no such explanation or resolution is reached, then we reserve the right to terminate any and all services provided. However, no such withdrawal, suspension or termination will occur until such time that you have been notified in writing of our intention to do so.
- Lateral Plains reserves the right to withdraw, suspend or terminate the services provided to you immediately and without notice where a breach of these Terms and Conditions poses an immediate security or integrity threat to our systems or to Internet systems and users generally, or where such breaches are in nature and effect, reasonably believed by us to be defamatory, unlawful or illegal.
- Governing Law - These terms and conditions shall be governed by and construed in accordance with the laws of Victoria, and You and We agree to submit to the jurisdiction of the Victorian Courts in respect of any dispute arising in connection with these terms and conditions.
- Personal Knowledge - A reference to a matter being to the knowledge of a person means the matter is to the best of the knowledge and belief of the person after making proper enquiry including enquiry which a reasonable person would be prompted to make by reason of knowledge of a fact.
- Severance- If any provisions of these terms and conditions are found to be invalid or unenforceable, then that provision will be read down or severed and that invalidity or unenforceability does not affect the validity or enforceability of the other terms and conditions.
- Waiver and Exercise of Rights
- A single or partial exercise or waiver of a right relating to this document does not prevent any other exercise of that right or the exercise of any other right.
- No party will be liable for any loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.
- No Relationship - No party to this document has the power to obligate or bind any other party. Nothing in this document will be construed or deemed to constitute a partnership, joint venture or employee, employer or representative relationship between any of the parties. Nothing in this document will be deemed to authorise or empower any of the parties to act as agent for or with any other party.
- Survival of Indemnities - Each indemnity in this document is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this document.