These Terms are binding on any use of the Service and apply to You from the time that Actionstep provides You with access to the Service.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
These Terms were last updated on 25 July 2014.
“Access Fee” means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Actionstep may change from time to time on notice to You).
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
“Data” means any data inputted or uploaded by You or with Your authority into the Website.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Service” means the online business and practice management services made available (as may be changed or updated from time to time by Actionstep) via the Website.
“Website” means the Internet sites at the domain, or subdomains, at Actionstep.com or any other site operated by Actionstep.
“Actionstep” means the company which grants You the right to use the Service and to which you pay the Access Fee and is based on your primary income tax jurisdiction as follows: (a) Actionstep Licensing US Limited for United States and Canada, (b) Actionstep Licensing UK Limited for the United Kingdom and the European Union, (c) Actionstep Licensing Australia Limited for Australia, (d) Actionstep Licensing Africa for all countries in Africa, and (e) Actionstep Licensing New Zealand for all other jurisdictions.
“Actionstep Hosting” means the company which hosts the Website and Your data and and depends upon Your geographic region, data sovereignty requirements, and Internet connectivity and will be one of the following: (a) Actionstep Hosting US Limited (b) Actionstep Hosting UK Limited, or (c) Actionstep Hosting New Zealand Limited.
“Actionstep Group” means Actionstep Software Limited, all current and future global subsidiaries of Actionstep Software Limited, and all associated officers, directors, employees, and shareholders thereof.
“User” means any person or entity, including the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.
“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“You” means the Subscriber, and where the context permits, a User. “Your” has a corresponding meaning.
Actionstep grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Users, or any other applicable laws:
the Subscriber determines who is a User and what level of user role access to the relevant organization and Service that User has;
the Subscriber is responsible for all Users’ use of the Service;
the Subscriber controls each User’s level of access to the relevant organization and Service at all times and can revoke or change a User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be a User or shall have that different level of access, as the case may be;
if there is any dispute between a Subscriber and a User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that User shall have, if any.
A. Payment obligations:
Unless you are accessing a trial, or free, instance of the Service then an invoice for the Access Fee and any related services will be issued each month starting one month from the date You added Your first organization to Your Actionstep account. All invoices will include the Access Fee for the preceding period of use. Actionstep will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8.
All Actionstep invoices will be available to You by email or download from the Website. You must pay or arrange payment of all amounts specified in any invoice by the due date on the invoice. If you have setup auto-billing arrangements with Actionstep then Actionstep will deduct the payment automatically under the terms of those arrangements. You are responsible for payment of all taxes and duties in addition to the Access Fee.
B. General obligations
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Actionstep or condition posted on the Website.
You may not use the Service to gain competitive information about Actionstep or the Service.
C. Access conditions
You must ensure that all usernames and passwords required to access the Service is kept secure and confidential. You must immediately notify Actionstep of any unauthorized use of Your passwords or any other breach of security and You must take all other actions that Actionstep reasonably deems necessary to maintain or enhance the security of Actionstep’s computing systems and networks and Your access to the Service.
As a condition of these Terms, when accessing and using the Service, You must:
D. Usage Limitations
Depending on which instance of the Service You are accessing Your use of the Service may be subject to limitations, including but not limited to monthly transaction volumes, data storage, feature sets, and the number of calls You are permitted to make against Actionstep’s application programming interface.
E. Communication Conditions
As a condition of these Terms, if You use any communication tools available through the Website (such as email, chat, file notes, text messages, forums), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. Actionstep is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based service, You must exercise caution when using the communication tools available on the Website. However, Actionstep does reserve the right to remove any communication at any time in its sole discretion.
You indemnify the Actionstep Group against: all claims, costs, damage and loss arising from Your breach of any of these Terms or obligations, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party’s obligations under this clause will survive termination of these Terms.
The provisions of the confidentiality clauses above shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause; * is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of Actionstep (or its licensors).
B. Ownership of Data
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Actionstep Access Fee when due. You grant Actionstep a license to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of services to You.
C. Backup of Data
Actionstep adheres to its best practice policies and procedures to prevent data loss, including a frequent system data backup regime, but does not make any guarantees that there will be no loss of Data. Actionstep expressly excludes liability for any loss of Data no matter how caused.
You can request a backup of your Data at any time. Backups will be provided in a common export format determined by Actionstep. Additional costs may apply depending on the frequency, size, and delivery requirements of the backups.
D. Third-party applications and your Data
If You enable third-party applications for use in conjunction with the Service, You acknowledge that Actionstep may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. Actionstep shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
E. Ownership and Protection of Proprietary Rights
You acknowledge that the Intellectual Proprietary Rights in the Software belong exclusively to Actionstep and that You will not dispute such ownership. In the event that Actionstep provides new features or services based on requests or suggestions made by You, You acknowledge that any such new features or services belong exclusively to Actionstep, and that You will not be compensated for the request or suggestion.
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
C. No warranties
Actionstep gives no warranty about the Service. Without limiting the foregoing, Actionstep does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
D. Consumer guarantees
You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.
To the maximum extent permitted by law, Actionstep excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of Actionstep’s negligence or failure to comply with these Terms, any claim by You against Actionstep arising from Actionstep’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
A. Prepaid Subscriptions
Actionstep will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
B. No-fault termination
These Terms will continue for the period covered by the Access Fee paid or payable. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
Actionstep may take any or all of the following actions, at its sole discretion:
D. Accrued Rights
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
E. Deletion of Data
Actionstep is entitled to delete all copies of your Data after 30 days following termination of this agreement. You are entitled to receive a backup of your Data provided the request is made within 20 days following termination of this agreement.
F. Expiry or termination
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
A. Help Desk
Limited support will be provided by Actionstep to paying Users of the Service subject to the following conditions:
The limited support provided under this Agreement is not intended to be a replacement for end-user training, system configuration, or consulting. If, in the sole opinion of Actionstep, the support request does not meet the criteria for limited support under this Agreement then Actionstep may decline to respond to the support request and may suggest alternative means of satisfying the support request such as via professional services for additional training or consulting, or by entering into a more comprehensive support agreement that better meets Your requirements.
Details on how to contact the Help Desk can be found on the Website.
The Service is hosted by Actionstep Hosting.
Actionstep Hosting conducts no other business and assumes no other risks or liabilities, other than the hosting of the Service. Actionstep has granted Actionstep Hosting a perpetual right to host the Service for You during the term of this agreement.
In the event that Actionstep does not meet its obligations under this Agreement, then You, and any other affected Users, may elect to pay up to 10% of the Access Fee directly to Actionstep Hosting to ensure continuity of the hosting operations until such time as Actionstep once again meets its obligations under this Agreement. During such an event Actionstep warrants that You will retain the right to use the Service on condition that You to pay the balance of the Access Fee to Actionstep in accordance with the payment terms of this Agreement.
C. Service availability
The Service will be available to the Recipient for 99.5% of all scheduled available time as it relates solely to the Actionstep Hosting’s network and server Internet access. Scheduled available time shall be defined as 24 hours-a-day, seven days-a-week, excluding:
4. Data Sovereignty
You can elect to have your Data hosted in any country supported by Actionstep Hosting. Actionstep Hosting will keep your Data on servers located within the elected country but Users will be able to connect to the Service from anywhere on the Internet and thus some of your Data may be transmitted outside the elected country in response to User queries.
A. Entire agreement
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
D. No Assignment
You may not assign or transfer any rights to any other person without Actionstep’s prior written consent.
E. Governing law and Jurisdiction
If the information or Data You are accessing using the Service and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these terms then the State of California law govern this Agreement and You submit to the exclusive jurisdiction of the state courts of Santa Clara County, California or federal court for the Northern District of California for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Service and the Website is solely that of a person who is a tax resident in the United Kingdom or European Union at the time that You accept these terms then the laws of England and Wales govern this Agreement and You submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Service and the Website is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of New Zealand and You hereby submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Actionstep must be sent to support@Actionstep.com or to any other email address notified by email to You by Actionstep. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
The following terms only apply to law firms in the United Kingdom and Wales who are regulated by the Solicitors Regulation Authority (“SRA”).
Actionstep recogniszes that Data may include Confidential Information about your clients which is the subject of confidentiality and other professional duties imposed by law and by the SRA. Actionstep agrees to protect the confidentiality, security and availability of Data in a manner consistent with such duties.
Data may be processed by Actionstep only for the purpose of providing the Service.
Having regard to professional duties to your clients and to the harm that may be done if access to Data is denied, Actionstep waives any legal right to assert a lien on Data and agrees not, in any circumstances, even if we are in breach of the Terms, to deny us access to Data except as set out in this paragraph. If we are in breach of the Terms (including a failure to pay the Access Fees), Actionstep may exercise its rights to suspend or otherwise restrict access to the Service but only after:
Data shall be stored on facilities located within the European Union that adhere to the Safe Harbor Privacy Principles agreed upon by the US and the European Union. Actionstep shall give not less than 28 days’ prior written notice before changing these arrangements.
Actionstep agrees to:
If the SRA calls upon Actionstep to provide such co-operation, you hereby give irrevocable authority to disclose Data and provide all such co-operation without prior consent and at your cost.
The following terms only apply to clients who are regulated by the European Union (EU) regulations.
Your data are hosted by ActionStep Hosting only in the European Economic Area (EEA) and will not be hosted outside the EEA, by ActionStep or by any third party acting for ActionStep or on its behalf, without You requesting it.
If ActionStep wishes to make use of the services of third parties in the performance of the Agreement with You, either by means of subcontracting or by employment of temporary personnel, ActionStep declares and represents that this third party will be subject to terms and conditions that would not materially deviate from these terms.
If You are subject to an audit by a regulatory audit (i.e. an audit imposed by a regulation of any kind), ActionStep will make its best and commercially reasonable efforts to cooperate with You in order to address the regulatory audit requests. The cost incurred will be agreed with You beforehand and will be invoiced to You.
The following terms only apply to entities regulated by the New Zealand legislation Tax Administration Act 1994 and the Goods and Services Tax Act 1985.
Taxpayers remain responsible for their tax obligations including retaining business records for the retention period (usually seven years) required under the Tax Administration Act 1994.
Unless this agreement is terminated Actionstep will retain Your Data for at least seven years for the purpose of the Commissioner of Inland Revenue to readily ascertain the amounts of tax payable by You.
In the event the Agreement is terminated you must request a back-up of your Data within 20 days of termination. You must then retain your Data in accordance with your obligations under New Zealand legislation, including the Tax Administration Act 1994, which includes retaining business records for the retention period of the Act (usually seven years).
Actionstep is entitled to delete all copies of your Data after 30 days following termination of this Agreement.
The following additional terms apply to free trial and non-paying users and if any conflict or doubt arises these additional terms will prevail: