Terms & Conditions - MSPmate

Terms & Conditions

This website and platform is operated by MSPmate Pty Ltd of Suite 7, 1175 Toorak Road, Camberwell, Victoria 3124
Our aim is to facilitate the provision of Managed Service Provider tools to configure workflows and automation to clientele within the IT industry. The services and products which we offer include, but are not limited to providing an IT workflow platform and a support and maintenance ticketing portal (Service).  The Service is also inclusive of all other ancillary products and services provided by us from time to time.
The use of this website (Site) on any computer, mobile phone, tablet, console or other device (Device) is subject to these Terms and Conditions and our Privacy Policy and any other additional terms, conditions, policies, rules, disclaimers and notices displayed by us elsewhere on the Sites and as amended by us from time to time.

Description of Service and Site
MSPmate Service is made available to you on a through a web portal on our Site and includes:

  1. the non-downloadable software that you access via the Sites; and
  2. any other products, services, and features (Add-On Services) made available or provided to you by MSPmate in connection with the Service (or which MSPmate may allow you to add or integrate to the Service), including third party products or services, including any plug-ins, extensions or integrations, which enable the Service to be used in conjunction with a third-party website, product or service.

Website
The Site is intended to provide you with information about MSPmate and its products and services, to enable you to purchase a subscription to the Service and provide subscribers to the Service with a web portal to access the Service.

Consent
Please read these Terms and Conditions carefully before using the Sites.  By using, accessing or browsing the Sites on any Device, you signify that you have read, understood and agree to be bound by these Terms and Conditions in their entirety in addition to any other applicable laws or regulations.  If you do not agree to any of these Terms and Conditions, please do not use the Sites. 

Privacy
Your privacy is very important to us.  Please refer to our Privacy Policy for further information about how we collect and manage your personal information.

Account
In order to use the Service, you must create an account (Account). You must not allow anyone other than yourself or a person you have authorised in writing (Permitted User) to access or use your Account.
 You acknowledge and agree:

  1. not to exceed the aggregate number of authorized Permitted Users unless you first notify us in writing and pay MSPmate the required additional subscription fees;
  2. to provide accurate and complete Account and login information;
  3. to keep, and ensure that Permitted Users keep, all Account login details and passwords secure at all times;
  4. to remain solely responsible and liable for the activity that occurs in connection with your Account;
  5. that any email address associated to the Services used in connection to MSPmate is used solely in connection with the Permitted User;
  6. that the login details for each Permitted User may only be used by that Permitted User, and that multiple people may not share the same login details; and
  7. to promptly notify MSPmate in writing if you become aware of any unauthorized access or use of your Account or the Service.

Free Trial Subscription
From time to time, we may offer trial subscription of the Service. If such a trial is offered, MSPmate will separately provide you with terms and conditions associated with the trial.

Access
We grant you a limited, revocable, non-exclusive, non-assignable, non-sublicensable licence and right to use, access or browse the Sites on any Device, and use the Service, strictly in accordance with these Terms and Conditions.  Any use of the Sites or the Service that is contrary to these Terms and Conditions is strictly prohibited. 
We reserve the right to temporarily or permanently interrupt or disable access to the Sites or the Service at any time for any purpose, including but not limited to, general maintenance to, or updates of, the Sites.  We will not be liable to you or any other person for interruption or termination of access to the Sites.
If you fail to pay an outstanding invoice to MSPmate within 60 days of the due date of an invoice, MSPmate reserve their right to temporarily or permanently disable your Account including access to your Customers Data until an acceptable written agreement is entered into with MSPmate.

Downloading and Backing up Data
If the Service provides the functionality to do so, you may download some or all of your data and store such data outside of our system.
You are required to take all steps to maintain your data including by ensuring that you back up all data as regularly as possible (and at a minimum weekly).

Password Maintenance
Some of the Services (including without limitation certain data back-up and encryption services) require the use of a password which may be provided to, or chosen by, you in order to use and access the feature, service and the data which may be stored or secured in or by such feature or service.
If you forget or lose your password, MSPmate may be unable to locate the password or provide you with a new password and you may lose access to or use of the feature or service and any data which be stored or secured in or by such feature or service. You acknowledge and agree that you are solely responsible to maintain, and if necessary, separately record, your passwords to any such features or services.

Two-Factor Authentication
In order to access your Account, you may be required to first log in using your login details and password, and then go through the verification process, followed by the multi-factor authentication methods that you have selected.
MSPmate cannot and does not warrant the accuracy, completeness, timeliness, non-infringement, merchant-ability or fitness for any purpose of the two-factor authorisation system.

Customer Data

  1. Licence: While using the Service, you may choose to provide, upload, import, transmit, post, or make accessible to MSPmate certain of your, your Customers’ or other information, data, content or software (Customer Data). You grant us, a non-exclusive license to use, process, access, modify, display, copy and store Customer Data in order to provide the Service to you, including without limitation to transfer such data to our Third Party Providers (and their Third Party Providers) in order to provide the Service or features thereof, to you and to collect and use information as specified in our Privacy Policy ‎and any other part of these terms.

The term Third Party Provider as used in these Terms means a third-party licensor, supplier or other provider of content, intellectual property or intellectual property rights, product or service or other tangible or intangible item.

  1. Responsibility: You represent and warrant that:

  1. you own or have obtained the rights to all of the intellectual property rights subsisting in the Customer Data and all necessary consents from your Customers’ for your, our, and as applicable our Third Party Providers’, use of such Customer Data, as set forth in this Agreement (including any applicable privacy policy), and you have the right to provide the Customer Data and the license granted in these Terms to use such Customer Data as stated above; and
  2. the Customer Data, your use of such Customer Data, and our, or as applicable, our Third Party Providers’, use of such Customer Data, as set forth in this Agreement (including in any applicable privacy policy), does not and shall not
    1. infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy or publicity rights of any third party; or
    2. violate any applicable data protection legislation.
  3. You agree that you are, and shall remain:
    1. the data “controller” and that MSPmate, and any Third Party Provider of MSPmate, is a data “processor” in respect of all Customer Data, on the protection of individuals with regard to the processing of personal data and on the free movement of such data (and any applicable national or local law or regulation implementing such directive); and
    2. solely responsible and liable for the Customer Data and expressly releases us, and as applicable, our Third-Party Providers (and their Third Party Providers), from any and all liability arising from the use of the Customer Data as permitted herein.

  1. Monitoring of Customer Data:  Without limitation of this Agreement (and the provisions of any privacy policy referenced therein), you acknowledge that we, and as applicable, our Third-Party Providers, may monitor, inspect, access or remove Customer Data stored on our, or our Third-Party Providers’ (and their Third-Party Providers’), infrastructure for, or due to, potential harm which may be caused, or for violations these Terms or a Third Party Provider’s terms and conditions, and any other documentation or rules we, or our Third Party Providers, provide, and, to the extent applicable, you have obtained your Customers’ consent to the foregoing.
  2. Availability of the Customer Data: You acknowledge that:

  1. the Service does not operate as an archive or file storage service and we, and our Third Party Providers, do not necessarily store all of the Customer Data that you may provide during your use of the Service;
  2. you are solely responsible for, and MSPmate disclaims all warranties in connection with, the backup of Customer Data. You may download certain Customer Data which you provide to us at any time during the Term and which is stored by us as part of the Service, or as otherwise set forth herein, provided that you comply with these terms and any security requirements we may designate;
  3. you indemnify as against any claims, loss or costs associated in relation to any Customer Data losses.
  4. Security: MSPmate agrees during the Term to implement reasonable security measures to protect Customer Data and will, at a minimum, utilize industry standard security procedures.

Eligibility 
To be eligible to access the Sites and use the Service, we require that you represent and warrant that you:

  1. are aged 18 years or older;
  2. will provide us with information that is complete, accurate and up to date;
  3. will not falsify any of your personal or professional information;
  4. will only maintain one account at any given time, and if your account is ever suspended or terminated by us for any reason, you will not create another account;
  5. are not currently prohibited or otherwise restricted from using the Service;
  6. will not permit any other person to use your login details or otherwise gain access to your account;
  7. are not a competitor of our business, or are not using the Service for reasons that compete with our business;
  8. will not violate any of our or any other person’s rights, including but limited to, intellectual property rights; and
  9. you have full authority to enter into any agreement with us in connection with using the Sites or the Service, including but not limited to, agreeing to be bound by these Terms and Conditions, and doing so does not violate any other agreement which you have with any other party.

Invoicing of Services
You acknowledge and agree that you will be solely liable for any fees or other charges incurred by you in connection with using, accessing or browsing the Sites, including but not limited to software, hardware, equipment and internet usage charges.
Nothing prevents MSPmate from taking any action necessary to recover any unpaid fees.  If the you fail to pay, your information will be passed on for collection and/or legal action.  You acknowledge and agree that it is liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense incurred by MSPmate. If you, at any time exceeds MSPmate’s payment terms and as a result are passed on for collection and or legal action, MSPmate may place a default against you with a credit reporting agency.

MSPmate pricing structure or payment methods may be amended from time to time at its sole discretion.

Content and Information
You acknowledge and agree that any information such as text, photographs, images, music, audio, videos or other content uploaded or otherwise provided by you in the course of using, accessing or browsing the Sites, and using the Service (your content):

  • belongs to you; however, to the fullest extent permitted by law, you grant us a non-exclusive, transferrable, royalty-free, worldwide licence to use or disclose, in our absolute discretion, your content (including all intellectual property rights contained therein) in any way and for any purpose we see fit, and you will not be entitled to receive any compensation or reimbursement of any kind under any circumstances;
  • does not contain any confidential or proprietary information and we are not under any obligation of confidentiality, express or implied, with respect to your content;
  • does not infringe upon the intellectual or other proprietary rights or interests of any person;
  • is not, by all reasonable standards, inappropriate, offensive, disrespectful, defamatory, false, libellous, inflammatory, fraudulent, unlawful, threatening, intimidating, harassing, harmful, hateful, abusive, tortious, obscene, invasive of privacy, sexist, racist, violent, pornographic, degrading (or intended to incite any of these things);
  • is true, correct and accurate, based on best practice professional judgment (and not known or suspected to be misleading);
  • does not contain any spam, chain letters, pyramid and other such selling and marketing schemes, computer viruses, computer codes, files or programs or other harmful components that are designed to interrupt, destroy, change or limit the functionality of the Sites or any other computer software, hardware or other electronic equipment, or information which in any way impinges on another person’s use or enjoyment of the Sites or otherwise breaches or encourages another person to breach these Terms and Conditions;
  • does not violate any laws, statutes or regulations;
  • does not forge information to disguise the true origin of your content; and
  • may be stored by us in back-up files or for archiving purposes, notwithstanding that you may delete your content at any time.  

We reserve the right at all times to edit, remove or delete any of your content that we, in our absolute discretion, believe violates these Terms and Conditions or any law, statute or regulation.

General Conduct
When using, accessing or browsing the Sites, or using the Service, you are required to comply with all laws, statues, regulations, industry and association codes of practice, and act in accordance with commonly accepted industry practices and standards.

Terminiation
If we believe, in our absolute discretion, that you have breached any of these Terms and Conditions or any law, statute or regulation, we may immediately issue you with a warning, suspend, terminate and/or permanently disable your access to and use of, all or some of the Sites, and the Service, at any time without notice to you. 
You acknowledge and agree that if your access to and use of the Sites and the Service is terminated and permanently disabled either pursuant to these Terms and Conditions or any other agreement which you have with us, any monies paid by you prior to and including the date of termination will be forfeited by you.
For the avoidance of doubt, you acknowledge that if you fail to pay your account, we will terminate this agreement and remove your Customer Data from our Site. Despite any termination, we reserve the right to start any action to recover such unpaid monies.

Intellectual Property
Any content featured on or displayed on the Sites, including but not limited to, graphics, headers, logos, icons, trademarks, text, graphics, designs, photographs, images, sound, audio, music, video, illustrations, data compilations, software and all intellectual property rights contained therein (our content), is owned by us, our affiliates, partners, licensors and/or content providers (as the case may be).  You acknowledge and agree that:

  • our content is and remains the exclusive property of us, our affiliates, partners, licensors and/or content providers (as the case may be); 
  • you are permitted to access our content on the Sites in accordance with these Terms and Conditions and subject to all applicable legislation governing intellectual property, including but not limited to, the Copyright Act 1968 (Cth);
  • your use of our content is for personal, informational and non-commercial purposes only and does not grant you any rights in relation to any copyright, designs, trademarks or other intellectual property or material rights relating to our content on the Sites; and
  • you will not modify, copy, duplicate, distribute or redistribute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer, sell or reuse any aspect of the Sites or our content without our express written authorisation.

Third Part Sites
The Sites may contain links to other websites, applications or other products or services operated by third parties (Third Party Sites).  We do not endorse, monitor or have control over, and are not responsible for the content or policies on any Third Party Sites.  We also do not make any warranties or representations as to the quality, accuracy or lawfulness of the content on any Third Party Sites.  Your access of any Third Party Sites via the Sites is accordingly at your own risk and we recommend making enquires before relying on any content on any Third Party Sites.

Updates
We reserve the right to change, modify, add or remove portions of these Terms and Conditions at any time without notice to you, effective upon its posting to the Sites.  By continuing to use, access or browse any of the Sites following any changes to these Terms and Conditions, you signify that you have read, understood and agree to be bound by the new Terms and Conditions.

Limitation of Liability
You acknowledge that MSPmate provides a platform that facilitates the provision of IT services and support ticketing. MSPmate itself does not provide any IT support or services. MSPmate does not provide any IT support itself and does not oversee the services provided by IT service providers who use the platform. Accordingly, you acknowledge that MSPmate is not responsible for overseeing the quality and/or timeliness of any support provided through the platform. You also acknowledge, that you will not attempt to hold MSPmate liable in any way as a result of any support provided by an IT service provider through the platform.
To the maximum extent permitted by law:

  • we exclude all warranties and representations as to the correctness, accuracy, adequacy, completeness, currency, reliability, timeliness or usefulness of any information or other content contained on the Sites, or the Service;

  • we do not guarantee that the Sites, or the server supporting the Sites, are free from defects, viruses or other harmful components, or will be uninterrupted or error free; and
  • neither we, nor our employees, officers, directors, contractors or agents, will be liable for any direct, indirect, consequential or other loss or damage to any person or entity, however caused (whether by negligence or otherwise), arising in connection with your use of, or inability to use, the Sites or the Service, or reliance upon any of our content or other information contained on the Sites.

You agree to indemnify us against any action, liability, claim, loss, damage, proceeding, expense (including but not limited to legal costs) suffered or incurred by us, whether directly or indirectly, in connection with:
·        your breach or non-observance of any of these Terms and Conditions;
·        any loss of Customer Data;
·        any actions taken in reliance on IT
·        any breach or inaccuracy in any of your representations or warranties; or
·        your use of the Sites or the Service.
Nothing in these Terms and Conditions is to be read or applied so as to exclude, restrict, modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law and which by law cannot be excluded, restricted or modified.

Complaints
If you know of or suspect any violations of these Terms and Conditions, please contact enquiries@mspmate.com immediately.

Applicable Law
The Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Victoria, Australia.  By using the Sites on any Device, you hereby submit to the exclusive jurisdiction of the courts of Victoria and waive any and all objections to the jurisdiction or venue in such courts.

Contact
If you have any questions, comments or concerns about these Terms and Conditions please contact us via email: enquiries@mspmate.com

Service Level Uptime – SLA

We have a 99.9% Global Uptime SLA Calculated by the following formula:

((Current Month Minutes – Downtime Minutes) ÷ Current Month Minutes) x 100

If our uptime falls below 99.9% for any given month, and it directly affects the operations of your business, you can apply for a partial or full refund by emailing our accounts team. Here are the eligible refund amounts:

Service Credit if drops below:
99.9% – 5% Discount on next invoice
99.5% – 10% Discount on next invoice
99% – 25% Discount on next invoice
95% – 50% Discount on next invoice
90% – 100% Discount (Full Refund for one month) on next invoice

  • You must submit all claims within 45 days of the original incident.
  • You must demonstrate that you have taken reasonable troubleshooting methods
  • All claims will be evaluated all information reasonably available to us and make a good faith judgment on whether a Service Credit is owed. All successful claims will be processed for the next month of service. If you have terminated service, you will be refunded directly into your original payment method.

Delivery / Timeframes:
Access to our platform is instantaneous from signing up to our free 30 day trial, to putting in your credit/debit card details. There are no wait times once a successful payment has occurred.
If your payment method fails for any given month, you have 3 days to rectify before getting locked out.

Last revised: March 2020