Terms & Conditions: "Cloud Hosted" MIDAS

The following Terms & Conditions apply when you choose to subscribe to a "cloud-hosted" edition of MIDAS. Please read them carefully. By subscribing to a "cloud-hosted" edition of our MIDAS room booking and resource scheduling software, you confirm that you have read, understood, and agree to be bound by these Terms & Conditions.

1. Who these terms are for

• MIDAS is provided for business and organisational use. By subscribing, you confirm that you are entering into this agreement in the course of a business, trade, profession, or other organisational activity, and not as a consumer. The statutory rights afforded to consumers therefore do not apply to this agreement.

• In these Terms & Conditions, "we", "us", and "our" refer to the provider of the MIDAS software and hosting service, and "you" and "your" refer to the organisation subscribing to the cloud-hosted service.

2. The hosted service

• Whilst every reasonable effort is made to ensure 100% uptime of our servers, we cannot guarantee this. (If you are concerned about downtime, you may wish to consider our optional Emergency Access add-on to ensure you can still retain access to your room scheduling information in the event of any such downtime, or consider the "self-hosted" edition of our software instead)

• From time to time we may need to suspend the service, in whole or in part, to carry out maintenance, updates, upgrades, or repairs. We will endeavour to carry out such work outside of typical business hours and, where practical, to give advance notice of any planned maintenance that we expect to cause significant disruption. We are not obliged to give notice of emergency maintenance.

• We may update, modify, add to, or withdraw features of the software and the hosted service over time as part of our ongoing development. We will not make changes that materially reduce the core functionality of your MIDAS system without reasonable notice.

• Whilst your database will be "hosted" on our servers, you shall have no direct/root access to the servers. The only access you will have will be via the supplied web interface(s) as a MIDAS user/administrator to your databases, or via the optional API if applicable.

• "Hosting" is only available specifically for our MIDAS room booking and resource scheduling software, and not for any other purpose, including general web hosting. As such, no other files/web pages may be "hosted" on our servers.

• The desired subdomain specified for your hosted MIDAS system to be accessible via at time of initial subscription does not guarantee you that subdomain. We reserve the right to alter or amend the subdomain at which your MIDAS system will be hosted at if we deem the desired subdomain to be unsuitable for any reason.

3. Acceptable use

• You are responsible for all activity that takes place within your MIDAS system, and for the conduct of all users to whom you grant access.

• You must not use, or permit any other person to use, your hosted MIDAS system to: store, process, or transmit any material that is unlawful, infringing, defamatory, or in breach of any third party's rights; attempt to gain unauthorised access to, interfere with, or disrupt any part of our servers, network, or the MIDAS systems of other customers; transmit any malware, or engage in any activity that could degrade, damage, or otherwise adversely affect the quality of service we provide to our other hosted customers; or use the system for any purpose other than the room booking and resource scheduling purposes for which it is provided.

• You are responsible for ensuring that you have a lawful basis for storing and processing any personal data that you, or your users, enter into your hosted MIDAS system, and for complying with all applicable data protection laws in respect of that data.

4. Data protection

• Where your hosted MIDAS system contains personal data, you act as the "data controller" and we act as a "data processor" in respect of that data, as those terms are defined under the UK GDPR and the Data Protection Act 2018. We process such personal data only on your behalf and in accordance with our Data Processing Agreement, which forms part of these Terms & Conditions and which you should read alongside them.

• Our handling of data is further described in our Software Privacy Policy, our Data Retention Policy, and our GDPR Statement.

• We offer cloud-hosted customers a choice of data centers for where their live MIDAS database will reside. If you do not wish - or are not permitted by law - to store electronic data in the countries where these data centers are located, you should not choose our "cloud-hosted" option and instead select the "self-hosted" option. We reserve the right to change our hosting provider(s) or the underlying data center infrastructure from time to time, provided that any such change continues to offer a data center option consistent with the region you selected.

• We reserve the right to track interactions with our servers in accordance with our Software Privacy Policy.

5. Subscription, renewal, and payment

• Your MIDAS subscription is renewable either monthly or annually for the duration you wish to continue to access or use your hosted MIDAS system. Automated renewal reminders will be sent in advance of any such renewal via email to the Primary Contact we hold on record for your MIDAS system. It is therefore important that you keep us up-to-date if the Primary Contact person for your organization's MIDAS system changes, so that we can update our records to ensure renewal reminders are sent to the correct person.

• The price payable on each renewal may differ from previous renewals. Renewal pricing depends on a number of factors, including your licensed limits, any add-ons or upgrades acquired, any bespoke customizations, and prevailing currency exchange rates. The factors affecting renewal pricing are explained in full here. You can check the current price to renew at any time at mid.as/renew.

• Failing to maintain an active subscription will result in access to your hosted MIDAS system being suspended, and ultimately removed from our servers in accordance with our Data Retention Policy.

• Refunds are dealt with in accordance with our Refund Policy.

6. Suspension

• We reserve the right to suspend access to your MIDAS system, without prior notice, should we detect, receive reports of, or be concerned about abnormal usage or suspicious activity occurring within your MIDAS system, any breach of the acceptable use provisions above, and/or activity which could degrade or otherwise adversely affect the quality of service we provide to our other "hosted" customers.

• We reserve the right to suspend access to your MIDAS system, without prior notice, in the event of non-payment or disputed payment, relating to your initial purchase, or any subsequent subscription renewals or license upgrades.

• Suspension of your MIDAS system does not entitle you to any refund of, or reduction in, fees already paid, nor to any extension of your subscription term.

7. Limitation of liability

• Nothing in these Terms & Conditions excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

• Subject to the paragraph above, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or for any indirect, special, or consequential loss or damage, howsoever arising, even if such loss was foreseeable or we had been advised of the possibility of it.

• Subject to the first paragraph of this section, our total aggregate liability arising out of or in connection with these Terms & Conditions and your use of the hosted service shall in no circumstances exceed the total fees actually paid by you to us in respect of the hosted service during the twelve (12) months immediately preceding the event giving rise to the claim.

• You are responsible for maintaining your own records and, where appropriate, your own exports of the data held within your hosted MIDAS system. Neither we, nor our server provider, may be held responsible or liable for any loss of data, save to the extent caused by our own failure to comply with our obligations under the Data Processing Agreement.

8. General

• Customers who subsequently wish to switch to a self-hosted edition will be required to purchase a new self-hosted license.

• You may not assign, transfer, sub-license, or otherwise dispose of your subscription or any of your rights or obligations under these Terms & Conditions without our prior written consent.

• If any provision of these Terms & Conditions is found by any court or competent authority to be invalid, unlawful, or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.

• No failure or delay by us in exercising any right or remedy under these Terms & Conditions shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of it preclude any further exercise.

• We shall not be in breach of these Terms & Conditions, nor liable for any failure or delay in performing our obligations, where such failure or delay results from events, circumstances, or causes beyond our reasonable control, including but not limited to acts of God, failure of utilities or telecommunications networks, failure of third-party hosting or infrastructure providers, cyber-attack, fire, flood, epidemic, or governmental action.

• This Agreement is governed by the law of England and Wales, and is subject to the exclusive jurisdiction of the courts of England and Wales.

• By subscribing to a "cloud-hosted" edition of our MIDAS room booking and resource scheduling software, you fully understand and accept these Terms & Conditions.