Terms and Conditions of Use

ITCO Solutions Limited, is pleased to have the opportunity to provide you with our Cloud and Hosting Products, collectively known as the ZoomCloud™ Computing Services. It is our intention to provide you with an easy to use, reliable solution to your business computing needs. This document describes what you can expect from us, your responsibilities and generally, the terms on which we are providing the services. By ordering and /or using the services you agree to be bound by these Terms.

 Our Responsibilities

 Services

 As a part of our ZoomCloud Computing Services, the types of services we provide include:

  • ZOOM Business Desktop (Desktop-as-a-service DAAS)
  • ZOOM Virtual Server Hosting
  • Physical Server Hosting
  • Software hosting
  • Data storage and back up
  • Webmail
  • Access to Microsoft products
  • Support services

and as described on our quotation, or invoice, and as described in these Terms.

Software Hosting

We are able to run the software that you licence from others on our servers so that you have access to it without the responsibility of maintaining your own servers. We will host the software set out in our quotation and any other software we agree to host.  However, we do reserve the right to test that software and decline to host it if we have the opinion that it can’t be safely hosted for any reason.

 It is your responsibility to ensure that the licences for that software allow us to host it and that the terms of the licences are otherwise complied with.

Support

We have a help desk that will provide you with reasonable technical support from 8 am until 5 pm on usual business days in Rotorua. That includes answering your questions about the Zoomcloud Computing Services or the Microsoft Office products and assisting you in case you encounter difficulties in using them.

We will advise you if we consider that the problems are with your computers, internet connection or software that you licence from someone else. We do not provide support for those issues as part of the Zoomcloud Computing Services but may be able to provide some extra support services at our standard charges depending on the nature of the problem.

You may also make arrangements with us or other providers for support services in addition to what is provided as part of the services, at an additional cost and subject to other arrangements being made.

Back ups

We will back up your data on a regular basis and store it off site each business day. Each month, a single monthly backup will be retained for a period of one year, however, you should be aware that monthly backups don’t include data as it existed on each day but only as it appeared on the day of the backup. We don’t keep data over a year old. We will do our best to retrieve your information if you request but cannot guarantee that we will be able to do so. For that reason, you may wish to make your own arrangements for backup.

If we are able to retrieve your information, we will give you the current month’s data free of charge. Retrieval of any information over a month old will incur a charge which we will advise you of and you will be responsible for paying, before we attempt the retrieval.

On cancellation or termination of the services for any reason we will retain your data for a maximum of one year.

We can provide alternatives for you at an additional cost if you need access to data other than that which we routinely back up or if access to data is critical to you.

Microsoft Licence

Part of the services we provide is access to Microsoft’s Office software without your having to buy the latest versions. Microsoft allows us to do that on certain conditions. One of those is that you agree that: 

  • We, and not Microsoft, will provide technical support for the Microsoft products and services; 
  • The intellectual property in the Microsoft products belongs to Microsoft and you won’t use that intellectual property without Microsoft’s consent; 
  • We may give Microsoft your personal or company details; 
  • You will not remove, obscure or modify any copyright, trademark or other notices that indicate who owns the products; 
  • You will not reverse engineer, decompile or disassemble the products; 
  • To the extent that it is allowed by law, Microsoft does not offer any warranties relating to the products  and will not accept liability for any damage, whether direct or indirect, or consequential arising from your use of the Microsoft products or software services. 

You agree that you will comply with the foregoing, any amendments of those terms and the terms of any other software products provided by us, that we advise you of from time to time.

Availability

We will do our utmost to ensure continuous availability of the services at all times. However, we cannot guarantee that the services will be completely uninterrupted or error free.  

We will need to carry out maintenance from time to time and that may cause minor disruptions in service. We will make every effort to advise you of scheduled maintenance by posting notices on our website or e-mailing you. There might also be instances where unscheduled maintenance is required which may require you to log out and log in again. We will notify you when we need to carry out that maintenance. 

Also, the services are linked to and dependent on services from others and accordingly, we will not be responsible to the extent that any disruptions are beyond our reasonable control.

Client Responsibilities

In order to meet our commitments to you we will need information from you about your business, facilities and use of the services and if needed, access to your premises. You commit to providing that information and access on a timely basis.

 You also commit that you will: 

  • Have sufficient bandwidth and a reliable internet connection; 
  • Comply with all laws relating to use of the services and any software used through the services; 
  • In particular, not use the services for any illegal purpose including circulating any offensive materials or unsolicited commercial e-mails or advertising; 
  • Keep all passwords used for the services confidential and secure and be fully responsible for the actions of anyone using those passwords; 
  • Comply with the terms of our Acceptable Use Policy that we notify you of; 
  • Take reasonable steps to ensure that any data stored on our servers is free from viruses and will not corrupt the data or systems of any other person; and 
  • Have the right to use any data you store on our servers.

Charges and Payment

You agree that you will pay us monthly in advance for the services as specified on our quotation or invoice. You may change the number of users and thus, the charges, by notifying us that you wish to do so. 

The rates we charge you are dependent on a number of fixed costs that we pay to others and those costs may increase.  If those costs rise or if we otherwise determine that the fees are to increase, we will advise you of the increase at least 30 days prior to the increase coming into effect.  

If you are late in making any payments it is your responsibility to contact us to make arrangements for payment of the outstanding amount. If you don’t contact us or you don’t agree to arrangements that are satisfactory to us in our sole discretion, we may terminate the services on ten days written notice to you. 

If we do make payment arrangements that you fail to carry out, it is again your responsibility to contact us and make further arrangements. Again, if you don’t contact us or you don’t agree to arrangements that are satisfactory to us in our sole discretion, we may terminate the services on ten days written notice to you. If you fail to make payments under arrangements made under this paragraph we may terminate the services on ten days written notice to you. 

We may charge interest on any overdue payment at the rate of 2% per month (compounded monthly) until the outstanding amount is received by us whether that is before or after judgment of a court for the outstanding amount.

Confidentiality

We will make all reasonable efforts to maintain the confidentiality of any information you give us which is of a confidential nature and will only use that information to provide you with the services. You will also keep our information which is of a confidential nature, confidential including the terms on which we are providing the services. Neither of us will be responsible to the other if we are required by law to disclose the confidential information of the other.

Intellectual Property

All of your data remains your property and all intellectual property relating to the services belongs to us. You have a limited right and licence to use that intellectual property to use the services, on these Terms.

Limitation of Liability

As is usual commercial practice, we are providing the services to you on the basis that if we are found to be liable to you in respect of those services for any reason, our liability will be limited.   

Our maximum aggregate liability to you for any harm or loss (including, without limitation, direct, indirect, special or incidental, consequential or punitive damages and loss of business or profit) arising under this agreement or in relation to the services irrespective of the cause of the action (including, without limitation, contract, equity, tort or breach of statutory duty), will be limited to the amount of the invoiced monthly fee.  

If you are using the services for a business purpose, you agree that the Consumer Guarantees Act 1993 does not apply to the supply of the services to you.

 You also agree that these Terms set out the whole of our agreement in relation to the services and you are not relying on any representations or statements we have made elsewhere about the services.

Indemnity

There is a certain degree of risk to us and our business associated with your use of the services. Accordingly, you agree to be responsible for and indemnify us against any losses, damages, claims or costs incurred by us (including legal fees on a solicitor and his own client basis) as a result of any action or claim made against us by any third party in relation to your use of the services or your breach of theses Terms.

Cancellation

You may cancel the services at any time on at least 30 days notice in writing to us.  

We may cancel or suspend any or all of the services as described above under “Charges and Payment” or immediately on notice in writing to you in any of the following circumstances: 

  • If you are using the services for an illegal purpose or are otherwise in material breach of our Acceptable Use Policy or these Terms;
  • Microsoft or any other provider of software we provide to you, cancels our rights to that software; or 
  • A receiver, administrator statutory manager or other similar official of your business or assets is appointed or steps are taken towards your liquidation 

Because technology and the services we provide may change from time to time we also have the right to cancel the services and our commitment to you under these Terms in our sole discretion on 90 days notice to you.  

Once we receive your notice that you wish to cancel the services or if we have cancelled the services, we will contact you to make arrangements to hand over data and any third party software you have given us to run. You will be responsible for paying the reasonable costs of the hand over in advance. If you do not or if we are unable to contact you, we will not be responsible for any losses or expenses you incur as a result.

Privacy

If you are an individual you authorise us to collect, use and retain information about you and to disclose information about you to assess your credit worthiness. You have a right to access to that information and can ask us to correct it. 

In addition, you agree that we may monitor your use of the services for any reasonable purpose associated with the services.

Notifications

Any notices to be given by either of us under these Terms may be given in writing by pre-paid registered post, fax or e-mail.

Law

You agree that these Terms and your use of the services are governed by the laws of New Zealand and you submit to the non-exclusive jurisdiction of the courts of New Zealand.