Terms and Conditions

1. About these terms

These Terms and Conditions (the "Terms") govern your access to and use of ONbackup, a Meraki network-configuration backup software-as-a-service platform (the "Platform" or "Service") provided by Onnen Solutions Ltd, a company registered in England and Wales (company number 17275906) whose registered office is at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom ("Onnen", "we", "us" or "our").

By subscribing to, accessing or using the Service, the organisation entering into these Terms (the "Customer", "you" or "your") agrees to be bound by them. If you are accepting these Terms on behalf of a Customer, you confirm you have authority to bind that organisation.

These Terms are intended for business customers. The Service is not offered to consumers.

2. Definitions

"Authorised User" means an employee, contractor or agent of the Customer authorised by the Customer to use the Service under the Customer's account.

"Customer Content" means all data, information, Meraki network configuration data, backup data, documents and materials uploaded to or generated within the Service by or on behalf of the Customer.

"Order" means an order form, online sign-up, subscription plan selection or written quotation specifying the subscription, fees and term.

"Subscription Term" means the period for which the Customer has subscribed to the Service, as set out in the Order.

"Documentation" means the user guides and help materials we make available for the Service.

3. The Service

ONbackup provides a platform that enables the Customer to back up, monitor and restore Meraki network configuration data, including: connecting Meraki organisations via read-only API access; capturing scheduled, versioned backups of network configuration; detecting configuration changes between backups; and restoring network configurations from a previous backup.

Backups are captured using read-only Meraki API access. Restore operations require the Customer to grant the Service the additional Meraki API permissions necessary to write configuration changes back to the target network.

The Service is intended as an additional configuration protection mechanism and does not replace the Customer's own business continuity or disaster recovery arrangements.

We will provide the Service in accordance with these Terms, the Documentation and the applicable Order. We may update, improve or modify features of the Service from time to time, provided we do not materially reduce the core functionality during the Subscription Term.

4. Accounts and access

Subject to these Terms and payment of the applicable fees, we grant the Customer a non-exclusive, non-transferable, revocable right to access and use the Service for the Customer's internal business purposes during the Subscription Term.

The Customer is responsible for:

• ensuring only Authorised Users access the Service;
• maintaining the confidentiality of account credentials;
• all activity that occurs under its account; and
• ensuring Authorised Users comply with these Terms.

The Customer must notify us promptly of any unauthorised use of or access to the Service.

5. Acceptable use

The Customer agrees not to, and not to permit any Authorised User or third party to:

• use the Service unlawfully or in breach of any applicable law or regulation;
• upload or transmit any material that is unlawful, infringing, defamatory, harmful or malicious (including viruses or malicious code);
• access or use the Service to build a competing product, or copy, scrape or reverse-engineer the Service except to the extent permitted by law;
• resell, sublicense or make the Service available to any third party other than Authorised Users;
• circumvent or interfere with security, usage limits or access controls; or
• use the Service in a manner that disrupts or impairs its integrity, performance or availability.

We may suspend access without liability where we reasonably believe these provisions have been breached or where necessary to protect the security or integrity of the Service.

6. Customer Content

As between the parties, the Customer owns all rights in the Customer Content. The Customer grants us a non-exclusive licence to host, copy, process and display Customer Content solely to provide and support the Service.

The Customer is solely responsible for the accuracy, quality and legality of Customer Content and for ensuring it has all necessary rights and consents to upload it and to instruct us to process it, including any personal data incidentally contained within Meraki network configuration data.

The Customer must not upload special category personal data unless strictly necessary and lawful, and must comply with all applicable data protection laws in respect of Customer Content.

7. Backups, restores and no reliance warranty

The Service creates backups of Meraki network configuration data and provides restore functionality on your instruction. We do not warrant that a restore will be error-free or that it will fully reproduce a prior configuration in every case. The Customer remains responsible for reviewing and validating any restored configuration before relying upon it in a production environment.

8. Fees and payment

The Customer will pay the fees set out in the applicable Order. Payments are processed by Stripe Payments UK Ltd and its affiliates ("Stripe"), our payment processor — see our Refund and Cancellation Policy for details. Unless otherwise stated:

• fees are quoted exclusive of VAT and other applicable taxes, which the Customer will pay;
• subscription fees are invoiced in advance and are payable within thirty (30) days of the invoice date (or as stated in the Order);
• fees are non-refundable except as expressly set out in these Terms or our Refund and Cancellation Policy; and
• we may suspend the Service on notice if undisputed fees remain unpaid.

We may increase fees with effect from each renewal by giving at least thirty (30) days' written notice before the renewal date. Late payments may incur interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9. Term, renewal and termination

These Terms commence on the effective date of the first Order and continue for the Subscription Term. Unless otherwise stated in the Order, subscriptions renew automatically for successive periods equal to the initial term, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.

Either party may terminate these Terms with immediate effect on written notice if the other party:

• commits a material breach which is not remedied within thirty (30) days of written notice; or
• becomes insolvent, enters administration, liquidation or any analogous process.

On termination or expiry:

• the Customer's right to access the Service ends;
• the Customer remains liable for fees accrued up to termination; and
• we will, on request made within thirty (30) days of termination, make Customer Content available for export in a commonly used electronic format. Customer Content will normally be permanently deleted from our production systems within fourteen (14) days after the export period, subject to routine backup retention and legal obligations, in accordance with our Privacy Policy and the Data Processing Agreement.

10. Intellectual property

We and our licensors own all intellectual property rights in the Service, the Platform, the Documentation and all related software, and in any improvements, feedback or derivative works. Except for the limited rights expressly granted, no rights are transferred to the Customer. The Customer grants us a royalty-free right to use any feedback it provides to improve the Service.

11. Data protection

Each party will comply with applicable data protection laws, including the UK GDPR, the Data Protection Act 2018 and (where applicable) the EU GDPR. In providing the Service we process personal data within Customer Content as a processor on behalf of the Customer (the controller). This processing is governed by the DPA, which forms part of these Terms and is incorporated by reference. Our handling of personal data for which we are a controller is described in our Privacy Policy.

We will maintain reasonable technical and organisational measures appropriate to the nature of the Service to protect Customer Content against unauthorised access, disclosure, alteration or destruction.

12. Confidentiality

Each party may receive confidential information of the other. The receiving party will keep such information confidential, use it only to perform its obligations or exercise its rights under these Terms, and protect it with reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law. These obligations continue for three (3) years after termination.

13. Service availability and support

We will use commercially reasonable efforts to make the Service available and to provide support during normal UK business hours. No specific uptime or availability commitment applies unless a separate Service Level Agreement ("SLA") has been purchased and expressly agreed in an Order, in which case that SLA applies. We may carry out scheduled and emergency maintenance and will endeavour to give reasonable notice of planned downtime where practicable.

14. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, the Service is provided "as is" and we disclaim all other warranties, conditions and representations, whether express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement, to the fullest extent permitted by law. We do not warrant that the Service will be uninterrupted, error-free or completely secure.

15. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded by law.

Subject to the above:

• neither party is liable for any indirect, special or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, however arising; and
• each party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, will not exceed the total fees paid or payable by the Customer under these Terms in the twelve (12) months immediately preceding the event giving rise to the liability.

16. Indemnity

The Customer will indemnify us against all losses, damages, costs and expenses arising from: (a) the Customer Content; (b) the Customer's use of the Service in breach of these Terms; or (c) the Customer's breach of applicable law or the rights of any third party (including data protection or intellectual property rights).

17. Suspension

We may suspend access to the Service, in whole or in part, where: (a) required by law; (b) necessary to protect the security, integrity or availability of the Service; (c) the Customer is in material breach, including non-payment; or (d) we reasonably suspect unlawful or unauthorised use. We will, where practicable, give notice and restore access promptly once the cause is resolved.

18. Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, failure of utilities or telecommunications, or the acts of third-party suppliers.

19. Changes to these Terms

We may amend these Terms from time to time. Where changes are material, we will give reasonable notice through the Platform or by email before they take effect. Continued use of the Service after the effective date constitutes acceptance of the amended Terms. If the Customer does not agree to a material change, it may terminate at the end of the then-current Subscription Term.

20. General

Assignment. The Customer may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger or sale of our business.

Entire agreement. These Terms, together with the applicable Order, the DPA and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements on their subject matter.

Severance. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

Waiver. No failure or delay in exercising a right is a waiver of it.

No partnership. Nothing in these Terms creates a partnership, agency or employment relationship.

Third parties. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999.

Notices. Notices must be in writing and sent to the registered office address or to support@onbackup.co.uk (for notices to us) or to the Customer's registered email and address.

21. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

22. Contact us

Onnen Solutions Ltd

71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom

Email: support@onbackup.co.uk