These Terms are binding on any use of the service and apply to you from the time that ClientsKey provides you with access to the service.
The ClientsKey Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the ClientsKey Service. ClientsKey reserves the right to change these terms at any time, effective upon the posting of modified terms and ClientsKey will make every effort to communicate these changes to You via email or notification via the website.
These Terms were last updated on 20 December 2015.
means the monthly fee or annual fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the website (which ClientsKey may change from time to time on notice to You).
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any data inputted by You or with Your authority into the Website.
"Intellectual Property Right"
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
means the online activity and specification base business operation services made available (as may be changed or updated from time to time by ClientsKey) via the Website.
means the Internet site at the domain http://www.clientskey.com or any other site operated by ClientsKey.
means Clientkey Solution Private Limited which is registered in Australian Securities and Investments Commission (ASIC)
authorisation of the Subscriber from time to time.
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
means the Subscriber, and where the context permits, an Invited User. (Your) has a corresponding meaning.
2. Use of Software
ClientsKey grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has; 2. the Subscriber is responsible for all Invited Users’ use of the Service; 3. the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; 4. if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. Your Obligations
1. Payment obligations: An invoice for the Access Fee will be issued each month or annually starting one month from the date You added Your first organisation to Your ClientsKey account. All invoices will include the Access Fee for the preceding period one month of use. If it is annual subscription period is for 12 months. ClientsKey will continue invoicing You monthly or annually until this Agreement is terminated in accordance with clause 7.
All ClientsKey invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
2. Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organisations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service ('Organisations'). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organisations. Without prejudice to any other rights that ClientsKey may have under these Terms or at law, ClientsKey reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
3. General obligations: You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by ClientsKey or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
4. Access conditions:
a. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify ClientsKey of any unauthorised use of Your passwords or any other breach of security and ClientsKey will reset Your password and You must take all other actions that ClientsKey reasonably deems necessary to maintain or enhance the security of ClientsKey's computing systems and networks and Your access to the Services.
b. As a condition of these Terms, when accessing and using the Services, You must:
You indemnify ClientsKey against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to ClientsKey, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
a. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
b. Each party's obligations under this clause will survive termination of these Terms.
c. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
5. Intellectual Property
2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the ClientsKey Access Fee when
due. You grant ClientsKey a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
3. Backup of Data:
You must maintain copies of all Data inputted into the Service. ClientsKey adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. ClientsKey expressly excludes liability for any loss of Data no matter how caused.
4. Third-party applications and your Data:
If You enable third-party applications for use in conjunction with the Services, You acknowledge that ClientsKey may allow the providers of those third-party applications to access Your Data as required for the interoperation of such thirdparty applications with the Services. ClientsKey shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
6. Warranties and Acknowledgements
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that: a. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
b. ClientsKey has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
i. You are responsible for ensuring that You have the right to do so;
Data, and you agree that ClientsKey has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
iii. You will indemnify ClientsKey against any claims or loss relating to:
When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the day You first added Your billing details into the Services. If You choose not to continue using the Services, You may delete Your organisation in the 'My ClientsKey' section of the Services.
2. Prepaid Subscriptions ClientsKey will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
3. No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
If You: a. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
b. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
c. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, ClientsKey may take any or all of the following actions, at its sole discretion:
d. Terminate this Agreement and Your use of the Services and the Website;
e. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
f. Suspend or terminate access to all or any Data.
g. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data. For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, ClientsKey may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.
5. Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
d. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
e. immediately cease to use the Services and the Website.
6. Expiry or termination:
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. Help Desk
1. Technical Problems:
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting ClientsKey. If You still need technical help, please check the support provided online by ClientsKey on the Website or failing that email us at firstname.lastname@example.org.
2. Service availability:
week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason ClientsKey has to interrupt the Services for longer periods than ClientsKey would normally expect, ClientsKey will use reasonable endeavours to publish in advance details of such activity on the Website.
2. Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
3. Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
4. No Assignment: You may not assign or transfer any rights to any other person without ClientsKey's prior written consent.
5. Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
6. Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to ClientsKey must be sent to support@ClientsKey.com or to any other email address notified by email to You by ClientsKey. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
7. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.