Terms

The purpose of the present General Terms of Service is to define the terms and conditions for the provision and use of ResolvIT Services.

These General Terms of Service form, together with any applicable Specific Terms of Service and all of the documents which they make reference to, constitute a single contract (hereafter the ‘Contract’) between CRIP PTY LTD (ABN 43 663 151 835, Level 12, 145 Eagle Street Brisbane City QLD 4001 – from hereon in known as ResolvIT), and any physical or legal person, consumer or business, governed by private or public law, creating a Client Account on the ResolvIT Client Portal (hereafter known as the “Client”). The Client and ResolvIT are individually and jointly known as the “Party” or “Parties”, respectively.

1. ORDERING SERVICES

1. Client Account. To be able to order ResolvIT Services, the Client must have a valid Client Account. The Client can create its Client Account online within the ResolvIT Client Portal or a ResolvIT Staff member will create this account for you upon request or upon commencement of works. The Client shall provide all the required information (email address, name, address, bank details, etc.), and undertakes that all the information thus provided is correct and up to date throughout the entire duration of any works or Contract or Agreement. When a Client Account is created and used by a third party, such person shall be considered as acting in the name and on behalf of the Client and having full power and authority to enter and perform this Contract on behalf of the Client.

1. Information related to the Services. ResolvIT makes available to the Client via the ResolvIT Website, online resources which enable the Client to be informed of the characteristics of the Services offered. These resources may include, in particular, (a) information regarding various available features, configurations, options and ranges and (b) documentation, technical guides and/or examples (or use cases) on using the Services so as to facilitate better understanding and use of the Services. The Client may obtain additional information regarding the Services by contacting ResolvIT Support via the client portal. In cases where ResolvIT offers Services which comply with known standards or specific regulations which apply to certain activities, ResolvIT shall communicate its scope of responsibility as well as the conditions in which ResolvIT complies with said standards or regulations.

1. Subcontracting. Subject to the legal and contractual provisions applicable in matters of privacy and personal information, ResolvIT may subcontract all or part of the Services to its Affiliates. Within the scope of the Contract and/or Terms herein, ResolvIT may freely recourse to Third-Party Providers, without having to inform the Client or solicitate it prior approval. However, subject to contradictory provisions of Specific Terms of Service in effect or Client’s specific agreement, no performance implying access to the Content stored by the Client within the scope of the Services shall be subcontracted outside of the ResolvIT Group and associated entities. ResolvIT shall in all cases remain primarily liable for the provision of the subcontracted Services.

• TERMS OF USE OF THE SERVICES

• Means of authentication. The Client is responsible for the management and confidentiality of the necessary means of authentication for connecting to and using the Services. The Client shall ensure that the Users are knowledgeable of and follow standard practices which enable them to maintain the confidentiality of their authentication credentials. The Client is solely responsible for any consequences which may arise from the loss, disclosure, or fraudulent or illicit use of the authentication credentials provided to Users. ResolvIT shall in no way be held liable in this regard. The Client undertakes to immediately inform ResolvIT of any loss or disclosure of any authentication credentials and immediately proceed with changing said authentication credentials. ResolvIT may assist the Client by providing a password management system such as Vaultwarden which allow the Client to easier adhere to authentication protocols to ensure its security.

• Selection of Services. Before ordering and using the Services, the Client shall familiarise itself with all of the applicable Terms of Services (in particular, the Specific Terms of Service and the Third Party Product Terms of Use), and study all of the documentation, configuration, options and ranges of services available, in order to select Services and characteristics suited to the Client’s needs and those of the third parties for whom or on whose behalf the Services will be used. In particular, the Client shall verify that the Services are suited to the legal and regulatory requirements applicable to the activities performed within the scope of the use of the Services. In order to obtain any additional information regarding the Services, the Client may contact ResolvIT Support as set out in article “ResolvIT Support” hereafter. The terms and characteristics of the Services shall be updated regularly. The Client is responsible to take note of these updates, particularly when placing new orders.

If ResolvIT is providing Managed Services to the Client as a service or part of a service level agreement; the above terms in this clause shall still apply.

• Connection. To use the Services, the Client must ensure that it has access to a remote connection (such as the Internet or a private network), which it is solely responsible for and bears the costs of. The Client is hereby informed that the Internet presents technical hazards and security risks that are external to the technical measures employed by ResolvIT in the provision of the Services. ResolvIT shall not be held liable for any faults by Internet access providers or other third-party data transport networks (including but not limited to lack of reliability of connection lines, bandwidth fluctuations, connection interruptions, etc.), nor for the consequences of said faults, particularly in cases when they result in the unavailability or discontinuity of the Services.

• Remote Support. ResolvIT engineers and/or technicians may be required to provide remote support to the Client from time to time. The Client must ensure that the relevant remote access software such as TeamViewer or VLC is installed and activated on the Clients device. We may also enable unattended remote support access on the Clients servers, PC’s or other devices to enable is to perform our tasks. You must ensure access to the remote endpoint is active, enabled and/or possible to allow us to perform tasks in accordance with provisions of services and support.

• Website Maintenance. As a necessary part of our works in relation to website management and maintenance, we may create email addresses or forwarders such as webmaster@<domain.tld> or it@<domain.tld> to ensure we receive the necessary notifications that allow us to perform relevant technical tasks.

• Compliance with laws and regulations – Prohibited activities. The Services shall be used in a reasonable manner, pursuant to all applicable laws and regulations. The Client undertakes to keep abreast of any updates or changes to laws, regulations or documentation provided by ResolvIT. Explicitly forbidden actions include, but are not limited to:

• abuse, fraudulent or excessive use of the Services and resources made available to the Client, particularly any use of a nature that threatens the stability and security of ResolvIT systems or which can result in a degradation of the Services performance provided to other ResolvIT clients.
  • intrusions or intrusion attempts launched from the Services (including, but not limited to, port scanning, sniffing, spoofing, and more generally, attacks on external parties originating from resources made available by ResolvIT) except Penetrating Tests specifically authorised by ResolvIT pursuant to these General Terms of Service.
  • any use or attempted use of spam or any other similar technique; and
  • use of illicit or prohibited Content as specified in article 3.5 “Content”. For clarity’s sake, crypto currency mining, denial of service attacks, spamming, or any other activity designed to, or capable of disrupting, damaging or limiting the functionality of any Services are strictly prohibited. This does not affect the Client’s right to use consensus mechanisms such as “proof of stake” to verify transactions in the blockchain, provided always such mechanism does not fall under the restriction set forth in paragraph (a) above.

• Intellectual property. Usage rights. All the items (software, Infrastructure, documentation, etc.) made available to the Client by ResolvIT in the provision of the Services and during the term of the Contract remain the exclusive property of ResolvIT or the third parties which have granted the rights to use them. ResolvIT grants the Client a non-exclusive licence to use the items made available to it only in accordance with and for the duration of the present Contract or as long as services are provided. With the exception of the aforementioned items made available to the Client by ResolvIT in the provision of the Services, the Client remains solely responsible for acquiring all of the authorisations and usage rights for the elements and Content (data, software, applications, systems, websites, etc.) which it uses and operates in relation to the Services. The Client and Users retain all intellectual property rights in their respective Content which ResolvIT shall not use except to the extent necessary for the performance of the Services. Subject to mandatory legal provisions in effect, the Client is not authorised to decompile the software, source code and algorithms used in the course of supplying the Services, notably to reverse engineer.

• Suspension of Services. ResolvIT reserves the right to suspend all or part of the Services in the event of:

• a known risk to the stability and/or security of the ResolvIT systems or environment by the Services and/or Client Content.
  • scheduled maintenance; or
  • a request issued by a legal authority or competent judicial authority.
  • notification by a third party in accordance with applicable laws(e) noncompliance of the Client with all or part of the Terms of Services. Said suspension may occur immediately and without prior notice in case of urgency or necessity, and particularly in the case of an event such as described in point (2.4.1) and (2.4.3) above, or in case of illicit or fraudulent use of the Services, or use that is in violation of the rights of a third party, and more generally, of any use which may bind the liability of ResolvIT. Except in relation to cases of judicial or legal requisitioning or noncompliance with the Terms of Services, ResolvIT shall endeavour to minimise the impact of a suspension on the normal operations of the Services. Any such suspensions shall in no way release the Client from its obligation to pay the entirety of the amounts due to ResolvIT under the Contract, which is without prejudice to the Client’s right to engage ResolvIT’s liability in accordance with article “Liability” hereafter in case such suspensions result from ResolvIT’s failure to fulfil its obligations. The Client can consult the maintenance schedule using the interface provided for this purpose. In the event any such suspension results in a failure by the Client to fulfil its obligations under the Contract, the suspension shall take place without prejudice to ResolvIT’s right to terminate the contract in accordance with article “Duration, Renewal and Termination of Services” hereafter, and without prejudice to ResolvIT ‘s other rights and remedies at law. Except in cases of termination or nonrenewal of Services, suspensions of Services shall not result in the deletion of the Client’s data. Unless suspensions result exclusively of ResolvIT’s failure to fulfil its obligations, the duration of the aforementioned suspensions shall not count as unavailability of Services in respect with the service level agreement provided in the Agreement.

• MEASURES FOR THE PREVENTION OF SPAMMING FROM RESOLVIT’S NETWORK

• Measures of traffic monitoring. ResolvIT shall implement a system of technical measures intended to prevent the dispatch of fraudulent emails and spam from its Infrastructure. ResolvIT shall monitor outgoing traffic from the Service towards port 25 (SMTP server) on the Internet, which shall involve monitoring traffic by means of automatic tools. The outgoing traffic referred in this paragraph shall be monitored by ResolvIT with a delay of a few seconds, rather than being filtered or intercepted. These operations shall be conducted by ResolvIT concurrently and not, under any circumstances directly between the Services and the internet. ResolvIT shall not conduct any tagging of e-mails and shall not modify e-mails sent by the Client in anyway whatsoever. No information shall be stored by ResolvIT during these operations aside from statistical data. The operation in this paragraph shall be conducted regularly and in a fully automated manner by ResolvIT and the Client acknowledges that no human intervention is involved during the monitoring of traffic to port 25 (SMTP port).

• Blocking e-mails identified as spam. In the case of outgoing traffic from the Client’s server, including e-mails, being identified as spam or fraudulent e-mails, ResolvIT shall inform the Client by e-mail and block the Server’s SMTP port.

• Unblocking terms. The Client may request unblocking of the SMTP port through their Management Interface. Any new e-mail identified as spam will entail a new blocking of the SMTP port by ResolvIT for a longer period to be determined at ResolvIT’s reasonable discretion. On the occurrence of ResolvIT’s blocking the SMTP port for a third time, ResolvIT reserves the right to deny any new request for the unblocking of the SMTP port.

• Data. ResolvIT shall not keep any copy of e-mails sent from the Service’s SMTP port, even when they are identified as spam.

• RESPONSIBILITY

• Limitation of liability. Under no circumstances shall ResolvIT be liable under or in connection with this Contract for any:

• use of the Services by the Client or a third party which is in breach of the terms and conditions of the Contract.
  • non-execution, failure, malfunction, interruption or unavailability of the Service.
  • indirect or consequential loss including loss of business, commercial damage, loss of orders, operational losses, loss of revenue, loss of reputation, harm to the company’s image, loss of actual or anticipated profits, loss of contracts or clients (for instance, unwanted disclosure of confidential information relating to such clients due to system failure or hacking, third party claim against the Client).
  • loss, disclosure or illicit or fraudulent use of Users’ authentication credentials by the User or any third party in compliance with the applicable provisions.
  • suspensions of access, or temporary or permanent suspension of operated Services in accordance with article 3 of these General Terms of Service (notably a request issued by a legal authority or a competent judicial authority).
  • loss of, damage to, alterations of all or part of the Content (including information, data, applications, files or other items) hosted on the infrastructure and noting that ResolvIT is not responsible to perform the continuity of the Client’s activities and notably backup operations.
  • lack of suitability of the Services to the needs of the Client (including in relation to the sensitivity of the relevant data);
  • security incidents related to the use of the Internet, particularly in case of loss, alteration, destruction, disclosure or unauthorised access of Client data or information on, or from, the Internet; AND
  • impairment of systems, applications and other items installed by the Client on the Infrastructure.

RESOLVIT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED TO THE CLIENT. THE CLIENT ACKNOWLEDGES THAT ResolvIT, ITS GROUP MEMBERS, AND THEIR RESPONSIBLE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM THE CONTRACT EXCEPT FOR ANY DIRECT CONSEQUENCES CAUSED BY THE PERSONAL FAULT OF ResolvIT OR ITS REPRESENTATIVES. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

• Responsibility of the Client. The Client bears the risks related to its activities and is sole responsible for the use of the Services made available by ResolvIT and for compliance with the Terms of Service in effect, including procuring that any third party that uses the Services, or on whose behalf the Service are used, comply with such Terms of Service. In particular, the Client is responsible for:
  • ensuring the Services ordered are suited to its needs and the needs of third parties for whom or on whose behalf they are used.
  • the Content, such as information, data, files, systems, applications, software, websites, and other elements which may be reproduced, hosted, installed, collected, transmitted, distributed or published, and more generally used and/or operated within the scope of the Services, as well as.
  • the management and use of said Content (in particular their verification, validation, updating, deletion, backup, and along with any measure designed to protect against the loss or alteration of the Content), including when the Content belongs to a third party or is used or operated by or on behalf of a third party; and
  • compliance with applicable laws and regulations. When the Client uses the Services in the scope of a business activity, or when acting on behalf of a third party, it undertakes to take out a third-party insurance policy, from an insurance company known to be creditworthy, covering the entire amount of damages which may be imputed to it, and undertakes to maintain that insurance policy (or any other equivalent insurance) for the entire duration of the Contract.

• Client guarantee. Each Party guarantees it practices activities complying with the regulation in effect. The Client guarantees notably ResolvIT against any consequences resulting from:

• the use or exploitation of illicit content within the scope of the Services.

• fraudulent use of the Services or use that does not comply with the Terms of Services in effect or any applicable laws and regulations.

• the use of Services made in violation of third-party rights.

• the lack of suitability of the chosen Services to its needs or the needs of its Users and of any third party on whose behalf the Services are used; or

• the loss of, or unauthorised or fraudulent use of, Users’ authentication credentials. The Client undertakes to take appropriate action in the event of any action, claim or complaint by a third party relative to the Content and/or the Terms of Service, including those by legal or judicial authorities, and to indemnify and hold harmless ResolvIT against any damages, losses and expenses which may result therefrom (including legal judgements, reasonable legal defence costs, etc.).

• Third Parties. Under the present Contract, ResolvIT makes no commitment towards any third parties, including Users, and no stipulation of the Contract may be interpreted as creating third party beneficiaries of the present Contract. The Client is solely responsible for its relationship with any third parties (notably the Users of the Services) and shall indemnify and hold harmless ResolvIT against any action, claim or complaint taken by a third party which implicates the ResolvIT Services. The Client undertakes to notify ResolvIT in writing, as quickly as possible, of any claims, complaints and/or legal action taken by a third party which implicates the ResolvIT Services, detailing the subject matter of the claim as well as any useful information so that ResolvIT may communicate to the Client any items in its possession which may be useful. ResolvIT reserves the right to take part into such litigations.

• CONFIDENTIALITY

• Commitments. Each of the Parties undertakes, as concerning the confidential information of the Party of which it is recipient or to which it has access within the scope of the execution of the present Contract; to:

• only use said confidential information for the sole purposes of the execution of the Contract.

• preserve the confidentiality of said information with the same degree of care as if it were its own confidential information; and

• give access to said confidential information only to their respective associates and Affiliates who need to know the information as part of their function on the condition that these recipients have received prior notification of the confidential nature of said information and are linked by a confidentiality agreement at least as equivalent as this Contract. Each Party is also allowed to communicate the other Party’s confidential information to its counsels as long as they belong to a regulated profession (e.g. lawyers, barristers, certified accountants and auditors). Each Party forbid itself to divulgate the other Party’s confidential information to other persons than those referred to above without the prior written consent of the other Party and warrant the respect of the confidentiality of said data by every person to whom it divulgates it. Shall be considered confidential the Contract’s provisions and all information communicated between the Parties, or to which the Parties have access in the scope of the execution of the Contract and in any form whatsoever and the nature (notably financial information and marketing, trade secrets, knowhow, information related to security and to the terms of use of the Service). To be considered as a confidential information, it is not necessary that the confidential nature of the information be mentioned on the document or other media containing the information or precisely specified when the information is divulgated. Parties undertakes to comply with its obligation of confidentiality for the entire duration of the Contract as well as for a period of one (1) year from its termination, regardless of the cause.

• Exceptions. The confidentiality commitments defined above shall not apply to information for which the recipient Party can demonstrate that:

• the recipient Party became legitimately aware of the information without being required to keep them confidential prior to the other Party having communicated the information or provided it with access to the information.

• the information is in the public domain or falls into the public domain during the execution of the Contract by means other than a failure by the recipient Party (or persons for which it is responsible) to fulfill its confidentiality obligations under the present Contract; or

• they were communicated to the recipient Party by a third party having the authority to disclose them and which did so legitimately.

• they result from developments performed by the recipient Party and/or by its employees independently of the execution of the Contract; or

• the divulgation of the said information was authorised by the other Party as provided in the Contract’s provisions. Notwithstanding the preceding, each of the Parties reserves the right to disclose information received from the other Party (a) strictly within the limits necessary to defend its rights, it being noted that in such cases, the confidential information of the other Party shall be retained for the time legally required for their use as evidence, and can only be disclosed to those persons who need to know them within the course of the legal action or procedure in question (judges, lawyers, etc.), those persons being bound by professional secrecy or otherwise by a confidentiality agreement, or (b) at the request of a competent legal or judicial authority, it being specified that in such cases, disclosure shall be strictly limited to the request of said authority, and, subject to any legal requirements or injunctions to the contrary, the recipient Party shall inform the other Party of said request.

• PERSONAL DATA

• ResolvIT reminds the Client that, while providing the Service to the Client, ResolvIT may keep some of the Client’s personal data in compliance with its regulatory and judicial obligations.

• Information such as “last name, first name, mailing address, e-mail address, phone numbers, and IP connection addresses” shall be kept by ResolvIT during the entire term of the Agreement and up to twelve (12) months after the expiration of the Service.

• The data transmitted by the Client shall be kept as long as deemed necessary for evidence purposes. Except as otherwise provided in the Specific Terms and Conditions, ResolvIT shall not disclose nor sell the Client’s personal data.

• The Client agrees that his/its personal data may be stored, handled and transferred by ResolvIT to its affiliates, who shall only have access to such data in order to perform essential functions in the provision of the Service, all in strict compliance with the Client’s privacy rights.

• The Client also acknowledges that ResolvIT may communicate the Client’s information at the request of administrative, regulatory or judicial authorities.

• DEFINITIONS

“Affiliate” means any company controlled by ResolvIT, that controls ResolvIT or with which ResolvIT is under the joint control of another third company.

“Client Account” (or User or Nic handle) means reference Account/Client login allowing the Client to manage all its Services and to subscribe to additional Services.

“Content” means information, data, files, systems, applications, websites and other items which are reproduced, hosted, collected, stored, transmitted, distributed, published, and more generally used and/or operated by the Client within the scope of the Services.

“Incident” means any event which causes or is likely to cause an interruption or a reduction in the continuous operation of the infrastructure and/or services provided to the Client by ResolvIT.

“Infrastructure” means all physical and virtual elements belonging to the ResolvIT or under its responsibility, made available by ResolvIT in the context of the Services, and which may consist in particular of network, bandwidth, physical resources and software and/or applications.

“Lists of Sanctions” means List of persons, companies and entities sanctioned pursuant to the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF Act) on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing, or pursuant to other legislative acts in the field of the fight against money laundering and terrorist financing.

“Client Portal” or Management Interface” or “Manager” means interface made available by ResolvIT, accessible remotely after authentication (by login and password).

“Order” means any order for Services submitted by the Client or on behalf of the Client by ResolvIT staff.

“ResolvIT Elements” means all elements (including software, data, Infrastructure, documents, etc.) made available to the Partner by ResolvIT as part of the Services and under this Agreement.

“ResolvIT Support” means ResolvIT team responsible for assisting the Client and handling Incidents.

“ResolvIT Website” means ResolvIT company’s website “resolvit.com.au” or any other derivative website belonging to one of its Affiliates.

“Services” means any services, such as the use of products, ResolvIT Elements (infrastructure, network, etc.) and access to support, provided by ResolvIT to Client under the Contract.

“Specific Terms of Service” means a document describing one or more Services provided by ResolvIT, setting out the terms and conditions of performance and use specific to such Service(s), and published on the ResolvIT Website or available to the Client upon request addressed to ResolvIT Support.

“Terms of Service” means set of documents applicable to an Order comprised of, in particular, but not limited to General Terms of Service, Specific Terms of Service applicable to relevant Services in their latest version in force and published on the ResolvIT Website or available to the Client upon request addressed to ResolvIT Support.

“Third Party Products” means any product (such as an operating system, application, firewall, or hardware component) that is developed and owned by a third party and made available to the Client by ResolvIT, or that the Client has directly or indirectly procured from such third party.

“Third Party Product Terms of Use” means contractual terms specific to the use of Third-Party Product made available by ResolvIT within the framework of the Services.

“Third-Party Providers” means third parties including, in particular, but not limited to, energy providers, network providers, network interconnection point managers or collocated datacentres, material and software providers, carriers, technical providers, security company.

“User(s)” means the Client and any other person(s) accessing or using the Services (including access to or use of any products configured within the Services by ResolvIT, the Client, its own clients or any third party) under the responsibility of the Client.