Terms and Conditions

Cloudstep™ Terms of Service

Definitions
1. Agreement – means these Terms of Service and the Cloudstep Privacy Policy both of which may be varied with notice from time to time.
2. Business Day – means a day that is not a Saturday, Sunday, bank holiday or public holiday in South Australia, Australia.
3. Business Hours – means from 9.00am to 5.00pm on a Business Day.
4. Cloudstep™ – means the registered trademark and business name owned by jtwo solutions Pty Ltd, ABN 91 616 504 566
5. Cloudstep Privacy Policy – means the policy as published on the Cloudstep.io websit
6. Confidential Information – means:
  1. the ideas, techniques, systems, processes, trade secrets, designs, inventions, methodologies and procedures developed by Jtwo;
  2. information belonging to Jtwo relating to its business and business processes, including financial information, accounts, financial records, customer records, business plans, customer lists and all associated information; and
  3. all copies of any information referred to in clauses (i) or (ii) including anything composed and stored digitally embodying or based upon that information.
  4. Confidential Information does not include any information which:
    1. is already in the public domain at the time this Agreement comes into force or which subsequently falls into the public domain lawfully and through no breach of any duty of confidentiality; or
    2. is obtained by You lawfully and without breaching an obligation of confidence from a source other than Jtwo.
7. Customer, You – means the entity or person who subscribes to use the Service
8. Expenses – means all costs incurred in the defence of any claim or action brought against Us including lawyers’ fees.
9. Intellectual Property – means:
  1. ideas, inventions, discoveries, patents, patent applications, copyright, designs, derivative works, trademarks, trade mark applications, service marks, improvements, trade secrets, know how, technical information, specification, product marketing and costing information and the like, whether existing now or in the future and whether or not registered or registrable and includes the rights subsisting in such property.
  2. all reports, proposals, memoranda, drawings, diagrams, statements, accounts and other documents created during the use of Our Service
10. Jtwo, Us and Our – means jtwo solutions Pty Ltd ACN 616 504 566
  1. Notice – means a message sent via email from, or delivered to support@cloudstep.io.
  2. Price Schedule – means the various fees charged periodically by Jtwo for each type of Subscription to Our Service.
  3. Services – means the online IT cost modelling and cloud transition management tools made available via our Websites.
  4. Service Fees – means the monetary charges, inclusive of any required taxes, in the currency agreed when You subscribed and as varied from time to time in Our Price Schedule.
  5. Websites – means the web sites at domains ending cloudstep.io and jtwsolutions.
  6. Party – means a party to this Agreement.
  7. Provider Data – means service cost information obtained from Cloud Providers and used in Your Models.
  8. Subscription – means the set of Our Services You may use to access Your Data and build Your Models via Our Websites.
  9. Your Information – means the personal information you provide to establish and maintain Your Subscription.
  10. Your Data – means the data You input into Our Service
  11. Your Models – means the costs and transition models You create using Our Service from Your Data.
  12. Third Party – means any person other than You and Us.
  13. Trial Services – means Our Service provided at a discount to Our Service Fees.
Use of Our Service
1. Jtwo grants You the right to access Our Service via Our Websites according to your Subscription. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
Confidentiality and Privacy
1. You agree that you will not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Our Confidential Information, and which are provided to You.
2. You agree that you will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Jtwo.
3. Jtwo publishes Our Privacy Policy on the Cloudstep.IO website.
Intellectual Property
1. All Intellectual Property Rights in Our Websites and Service remain the property of Jtwo.
2. You Data remains your property, but you grant Jtwo a license to store, backup, copy, transmit and use Your Data and Your Information to enable you to use Your Subscription to Our Services and for any other purpose related to provision of services to You.
Customer Obligations
1. Jtwo is not a carriage service provider and you must only use Our Service for lawful business purposes.
2. You agree to keep usernames and passwords securely and to change your password if You or Jtwo believe it has been compromised.
3. You agree that Jtwo may impose User Interface (UI) and Application Programming Interface (API) rate or volume limits.
4. You agree that Our Service is designed to be used by a human being and that you will not use “screen scraper” or other robot technology to interface with Our UI.
5. You agree to pay Our Service Fees as and when due and that failure to pay those fees will result in loss of access to Our Service and eventual loss of Your Data.
Liability
1. Jtwo will not be liable for any indirect or consequential loss, damage, costs or expenses awarded against, or incurred by the User in connection with the use of the Services including loss profits, anticipated loss of profits, loss of revenue, loss of business opportunity, cost savings or anticipated cost savings, loss of production, loss of use, loss of loss of or damage to goodwill, loss of data or additional expenses that may be incurred due to a breach of contract.
Warranties
1. The Company excludes all implied conditions and warranties, including:
2. any warranty of merchantability or fitness for a particular purpose of Our Service;
3. any warranty regarding continuity of access to, or availability of Our Service,
4. but excluding any implied condition or warranty the exclusion of which would contravene any statute or cause any part of this clause to be void (Non-excludable Condition).
5. In the case of a breach of a Non-excludable Condition, Our liability to You is limited to refunding the price of the services in respect of which the breach has occurred or providing those services again.
Indemnities
1. You indemnify Jtwo and its respective officers, employees and agents against all claims, Expenses, costs, damage and loss arising from Your use of Our Service and from the use of information contained in reports and any other artefact Our Service may produce.
Termination
1. Jtwo may terminate this Agreement immediately if You:
  1. fail to pay any Access Fees in accordance with this Agreement;
  2. commit a material breach of this Agreement that is, in the reasonable opinion of Jtwo, incapable of being remedied;
  3. suffer an Insolvency Event;
  4. commit a material breach of this Agreement that is capable of being remedied and fail to remedy that breach within 20 Business Days of receiving a request from Jtwo requiring You to do so.
2. Jtwo may terminate Trial Services 20 Business Days after offering You a Subscription with Our Service Fees.
Customer Support
1. Limited customer support is available by opening the chat tool on the UI or by sending an email to support@cloudstep.io.
Dispute Resolution
1. If a dispute arises out of this Agreement (Dispute), a Party must comply with this Dispute Resolution clause before starting arbitration or court proceedings (except proceedings for interlocutory relief).
2. A Party claiming a Dispute has arisen must give the other Party a Notice setting out the details of the Dispute.
3. During the 10 Business Day period after a Notice is given under (b) (or longer period if the Parties agree in writing), each Party must use its reasonable efforts to resolve the Dispute. If the Parties cannot resolve the Dispute within that period, they must refer the Dispute to a mediator if one of them requests.
4. If the Parties cannot agree on a mediator within 5 Business Days after a request under clause (c), the chairman of Resolution Institute ACN 008 651 232 or the chairman’s nominee will appoint a mediator.
5. The role of a mediator is to assist in negotiating a resolution of the Disput A mediator may not make a binding decision on a Party unless the Party agrees in writing.
6. Any information or documents disclosed by a Party under this Dispute Resolution clause:
  1. must be kept confidential; and
  2. may only be used to attempt to resolve the Dispute.
7. Each Party must pay its own costs of complying with this Dispute Resolution clause. You must pay the costs of any mediator.
8. A Party may terminate the dispute resolution process by giving Notice to the other Party after it has complied with clauses (1, 2 & 3). Clauses (6) and (7) survive termination of the dispute resolution process.
9. If a Party breaches any clause (1, 2, 3, 4, 5, 6, 7, 8 & 9), the other Party does not have to comply with that clause in relation to the Dispute.
General Terms
1. These Terms and Conditions, along with the Cloudstep Privacy Policy constitute the entire Agreement between You and Jtwo.
2. If Jtwo accepts a waiver of any breach of this Agreement, it does not constitute a waiver of any other breach of this Agreement.
3. You may not transfer or assign this Agreement, but You may change the entity paying Our Service Fees and that entity will also become subject to the terms of this Agreement.
4. Jtwo may transfer or assign this Agreement upon sending You Notice.
5. This Agreement is governed by the law applicable in South Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of South Australia.