Table of Contents
THE TERMS OF THIS END USER LICENSE AGREEMENT SHALL GOVERN YOUR USE OF THE TORUS PRODUCTS. BY DOWNLOADING, INSTALLING, OR USING THE TORUS PRODUCTS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ITS TERMS YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE OR ANY TORUS PRODUCTS, AND YOU MUST DELETE OR RETURN THE UNUSED SOFTWARE TO THE VENDOR, DISTRIBUTOR OR RESELLER FROM WHICH YOU ACQUIRED IT.
- Licence
- This document contains the terms and conditions (Ts&Cs) which apply to your licence to access and use the Software as a Service (‘Torus’) offered by CIC Technology Pty Ltd ACN 112 639 595 (‘CIC or ‘we’)
- Subject to the terms and conditions of this Agreement, CIC grants to you (for the fees as specified in the Fee Schedule) a non-exclusive, non-sublicensable, non-assignable, license to access and use Torus for your internal business or personal use during the Term.
- You may only use Torus in conjunction with Torus branded hardware (‘Cabinets’) and various third-party products. No other product can be used in conjunctions with Torus without CIC’s consent.
- CIC will ensure that Torus is operational for at least 99.5% during each calendar month.
- Term and Termination
- This agreement commences on the date of your acceptance of this document and will continue for a minimum term of three years and then until terminated in accordance with its terms and conditions (‘Term’).
- A party may terminate this agreement after the initial three years by giving at least 90 days’ notice of termination to the other party.
- Either party may terminate this Agreement with immediate effect by delivering notice of the termination to the other party if the other party breaches any Ts&Cs and fails to remedy the breach within 10 Business Days of notice to the other party detailing the breach and requiring it to be rectified.
- If CIC forms the view that your breach is not capable of remedy CIC may terminate this agreement with immediate effect by delivering notice of termination to the you.
- On termination of this agreement, you will:
- immediately cease using Torus;
- immediately pay to CIC all fees and other amounts outstanding and arising as a result of termination.
- You will be entitled to retain any Cabinets which you own, but you will not be able to use the Cabinets as intended.
- Fees
- The fees are set out in the Fee Schedule available on the website https://torus-technology.com/terms/.
- Fees are payable annually in advance, within 30 days of invoice.
- The fees are in United States dollars (USD) and exclusive of GST/Taxes, unless otherwise indicated. You agree to pay or reimburse CIC for all applicable taxes, duties, or any similar assessments imposed by applicable law.
- Cabinets acquired by the you will not be activated until this agreement is entered into and fees have been paid in advance for the Term and may be suspended or deactivated if fees for any extension of Term remain unpaid after their due date.
- Fees are non-refundable under any circumstances unless you duly terminate this agreement pursuant to clause 2 or clause 3.7 applies, in which case you will be entitled to a pro rata refund of fees paid in advance.
- CIC may require you to provide a valid direct debit authority or credit card to pay the fees, and you authorises CIC to charge any fees to such account.
- CIC may amend the fees in its sole discretion from time to time by providing not less than 14 days’ notice to You. If you do not agree to the fee amendment, the You may provide notice to CIC within 14 days of receipt of the notice terminating this agreement, in which case You will be entitled to a pro rata refund of fees paid in advance for the Term.
- Without limiting CIC’s right to require payment of any amounts due under any invoice in full on the due date, CIC Technology reserves the right to charge you interest on any amounts not paid to CIC Technology when due. Interest will be calculated on a daily basis at the rate per annum which is the greater of 4% or the limits imposed by applicable law.
- Non-compliance with Ts&Cs
- If you breach of any Ts&Cs, CIC may without having to provide notice, suspend your Account and refuse to provide services to that you until the breach is rectified by the you.
- If your Torus is suspended, You will not be able to use the Torus Cabinets as intended but fees will remain payable during the period of suspension.
- Accounts & Account Information
- You must provide information about yourself and its authorised users as required by CIC.
- You warrant that the information is true, accurate, current and complete.
- You will maintain and promptly update the information in order to ensure that it remains true, accurate, current and complete at all times during the Term.
- You can download selected data about your account at any time via Torus.
- Data may not be able to be recovered after an account is cancelled.
- You acknowledge that CIC may anonymously use the information to compile statistical information related to the performance of the Torus products and CIC’s business.
- Torus Products provided “as is”
- Torus Products are provided on an “as is” and “as available” basis.
- CIC does not warrant that the Torus Products:
- will meet your specific requirements or expectations;
- will be uninterrupted, timely, secure, or error-free (or that errors identified will be corrected); and
- will be accurate or reliable.
- Conditions of Licence
- You will be responsible for all activity that results from or arises in connection with your use of Torus.
- You must not, and must procure that any authorised users do not:
- permit anyone who is not an Authorised User to use Torus;
- use Torus for any malicious means, illegal or unauthorised purpose;
- use Torus to transmit or post, promote, or transmit any unlawful, harassing, libellous, abusive, threatening, harmful, hateful, or otherwise objectionable material;
- use Torus to upload or distribute any files that contain viruses, corrupted files or any other similar software or programs;
- access the functionality of the Torus Products other than through Torus;
- probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Torus Products;
- take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Torus Products;
- access or use data that is not yours through the Torus Products;
- maliciously reduce or impair the accessibility of the Torus Products;
- assist or encourage any third-party application to connect to and read data from the Torus Products without CIC’s knowledge and written approval;
- alter, copy or reproduce any elements of the Torus Products;
- engage in, or assist others to modify, disassemble, decompile or reverse engineer the Torus Products; or
- resell, reframe, distribute, use on a timeshare, outsourced, or service bureau basis, or otherwise directly commercialise the sale or lease of the use of Torus Products.
- Liability
- To the extent permitted by law, any warranties or conditions which are implied by any other legislation applicable to the Torus which are not expressly included in this Agreement, are excluded to the extent that such exclusion is not prohibited by law.
- To the fullest extent permitted by law, you agree that CIC is not liable for any loss arising out of or in relation to the Torus.
- CIC’s liability for breach that cannot be excluded by law is limited, at CIC’s discretion, to either:
- the replacement of the goods or the supply of equivalent goods;
- the repair of the goods;
- the payment of the cost of replacing the goods or acquiring equivalent goods; or
- the payment of the cost of having the goods repaired.
- You indemnify CIC against all forms of loss which CIC may incur or be subject to or suffer arising in connection with your use of Torus or breach of this Agreement except to the extent the loss is a result of CIC’s gross negligence, fraud or wilful misconduct.
- Intellectual Property
- You agree that between you and CIC, CIC owns all intellectual property rights existing in Torus.
- You agree that CIC may use your name and branding (including trademarks) for marketing purposes. You may provide notice to at any time revoking this permission.
- System Requirements and Technical Support
- To properly use Torus, your equipment and networks need to meet certain technical levels. CIC takes no responsibility for problems associated with or arising from an inability to access, receive or use Torus due to equipment, network or internet speed not meeting the system requirements.
- CIC will use reasonable endeavours to promptly address (during normal business hours) material technical issues that arise in connection with Torus.
- You acknowledge and agree that persons authorised by CIC to provide support services for Torus may access your account from time to time in order to diagnose and fix technical issues and problems.
- SMS & Data usage
- Notifications can be sent via SMS Notification or email.
- You are provided with sufficient SMS usage to fulfil normal user activity based on normal account usage in good faith, such determination to be made in CIC’s sole discretion. Any excessive or malicious or usage of SMS Notifications deemed to be outside of Fair Use shall incur additional fees as specified in the Fee Schedule.
- Recipients of notifications are required to have individual email or mobile numbers to be able to receive Notifications.
- You are provided with sufficient Data storage to fulfil normal user activity based on normal and bona fide Account usage in good faith, such determination to be made in CIC’s sole discretion. Any excessive or malicious usage of data shall incur additional fees as specified in the Fee Schedule.
- Security & Privacy
- You are responsible for maintaining the security of their account.
- CIC makes efforts to keep content uploaded by authorised users secure, but subject to clause 1 will not be liable for any Loss that may result from any failure to keep accounts secure.
- Any personal information about or provided by you and authorised users is subject to CIC’s Privacy Policy which is located at https://www.torus-technology.com/privacy.
- General
- You may not assign, novate or otherwise encumber this agreement or the Torus licence without the written consent of CIC.
- CIC may assign, novate or otherwise encumber this Agreement without your consent.
- CIC may amend this agreement at any time by providing notice to you.
- Where this agreement requires a party to provide notice to the other party, the notice is only validly given if:
- you provide notice in writing to sales@torus-technology.com ;
- CIC provides notice in writing:
- to the street or email address specified in the Account Information; or
- via a pop up or similar type of notification in Torus; or
- on the Website.
- This agreement shall be governed and construed in accordance with laws of the State of New York, and you must submit to the jurisdiction of the courts of the State of New York for any matter or dispute arising in relation to this agreement or Torus.
Americas Fee Schedule (Per account)
$1200 per cabinet per year
- Includes one (1) integration
- 300 SMS alerts per month
Upgrades Available
-
- Multi-year pricing
- Additional access control software integration – $400 per cabinet per year
- Other third-party software integration (e.g. AD, visitor management) – $300 per cabinet per year
- Increased SMS allowance to 500 per cabinet per month – $300 per cabinet per year
*This refers to the Torus integration fees. Please note that additional charges may apply for the other system.
UK Fee Schedule (Per account)
£750 per cabinet per year
- Includes one (1) integration
- 300 SMS alerts per month
Upgrades Available
-
- Multi-year pricing
- Additional access control software integration – £250 per cabinet per year
- Other third-party software integration (e.g. AD, visitor management) – £187.50 per cabinet per year
- Increased SMS allowance to 500 per cabinet per month – £187.50 per cabinet per year
*This refers to the Torus integration fees. Please note that additional charges may apply for the other system.