These Terms of Service (“Terms of Service” or Terms or “Agreement”) govern all the services we provide to you, your access to and use of services (“Service” or “Services”) made available by BeCloudify Consulting LTD, (“BeCloudify” or “We” or “Us”), including Services made available at BeCloudify.com at any other websites and locations (“Sites”).
By accessing, browsing, using or engaging the SERVICES, you agree to be bound by the Terms set forth in, and any policies referenced by, the Terms, including any subsequent changes to them. If you do not agree to these Terms of any subsequent modification, do not access, browse, use or engage with Us on these Services.
We reserve the right, without notice and in our sole discretion, to terminate your use of the Sites or Services and to block or prevent future access to and use of the Sites or Services. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Non subscription Services are performed on a time and materials basis, as set forth on in writing or on a Statement of Work (“SOW”). Any scheduled performance dates and times are estimates only, unless otherwise noted in the SOW.
All written notification must be sent to our registered Address or sent as email provided on BeCloudify’s latest invoice to you.
We reserve the right to modify, replace, remove any part of these Terms. If we do, we will post those changes on this page and update the modification date below.
These Terms were last modified on 1st December 2020.
Grant of Rights
Subject to these Terms and Payment of all Fees, BeCloudify hereby grants you to a non-exclusive, non-transferable worldwide, royalty-free right to access and use the Service during the subscription term you purchased.
Fees and Payment
You must pay all fees and charges (“Fees”) in accordance with these Terms and each mutually executed Order or online Purchases or Subscription activity you initiate (“Order”) and any applicable Statement of Work (“SOW”). Except to the extent otherwise expressly stated in this SOW:
- Your obligations to pay Fees are non-cancellable non-deferrable,
- you must make all payments without set offs, withholdings or deductions of any kind,
- you must pay all Fees due under all Orders and SOW within five (5) days after you receive an invoice (invoices are deemed received when we email them to your designated billing contact),
- all payments must be in GBP including any applicable TAX and DUTY,
- you must pay all currency exchange, transaction and banking fees related in relation to the payment,
- you must pay all fees related to fail payment attempts or callbacks by the bank or payment provider.
Except to the extent otherwise expressly stated therein, if an applicable Order or SOW provides for payment via credit card or Paypal, BeCloudify is permitted to process such payment on the date of our invoice.
Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities in connection with any Order or SOW. You are responsible for paying all such taxes, levies, or duties. Any legal obligation imposed on Us to pay or collect taxes for which you are responsible, the appropriate amount will be invoiced to and paid by you unless you provide Us a valid tax exemption certificate authorized by the appropriate taxing authority.
You agree to provide Us accurate billing and other contact information for each Order and SOW at all times during the subscription term and for the duration of the SOW. You shall update this information within fourteen (14) days after any changes, in writing to Us. You shall also maintain, at all times during the Service term, at least one user who is a current employee and is authorized to administer your use of the Service.
If you fail to make any payments required under any Order or SOW, then in addition to any other rights We may have under these Terms or applicable law:
- You will owe BeCloudify an interest penalty of five percent (5%) above the Bank of England published interest rate per day on any outstanding balance under each invoice, or the maximum permitted by law (whichever is less),
- BeCloudify will be entitled to recover its reasonable legal fees, other legal expenses (including expert witness fees and expenses on appeal) and other reasonable costs to collect such amounts,
- BeCloudify reserves the right to temporarily suspend your access to the Service if your account remains five (5) days overdue. You will continue to incur and owe all applicable Fees irrespective of any such Service suspension due to your overdue payment.
All subscriptions Services automatically renew on the same payment and will use the Terms immediately upon their expiration. You can choose different subscription plans to purchase the Services. You can request to terminate your plan at any time. We do not offer any refunds on your subscriptions.
If you sign up for any subscription Services by mistake you must inform Us within five (5) days. A handling fee of twenty percent (20%) of the subscription fee or Two GBP (£2) (whichever is greatest) will be deducted from any refund.
You are solely responsible for terminating your subscription. If you terminate your subscription via an App store integration or uninstall your App integration, you still must terminate your subscription directly with Us in writing to cease Fees.
In case of termination on your part, any payment for a subscription Services period already begun is immediately due. No deduction or part refund will be given on early termination of your subscription term.
All SOWs are non-refundable and non-cancellable and non-deferrable.
Ownership of Service and Customer Data
The Services are the property of BeCloudify, and are protected by copyright, trade secret and other intellectual property laws. BeCloudify and its licensors retain any and all rights, title and interest in and to the Services (including, without limitation, all intellectual property rights), including all copies, modifications, extensions and derivative works thereof. All rights not expressly granted to you are reserved and retained by BeCloudify and its licensors.
Any data, information or material received by the Service from you or your users in the course of accessing or using the Service (“Customer Data”) is your property, and you retain any and all rights, title and interest in and to them, including all copies and modifications.
We will not share any of your Customer Data with outside third parties except in response to subpoenas, court orders, or other legal requirements; to exercise our legal rights or defend against legal claims; to investigate, prevent, or take action regarding illegal activities, suspected fraud or abuse, violations of our policies; or to protect our rights and property.
The Service and any Fees does not convey to you any rights of ownership in or related to the Service, Becloudify’s intellectual property rights.
You may not use (“use” includes accidental use or malicious use) the Services to:
- upload, post, send, email, or otherwise transmit or make available:
- any content that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, obscene, libellous, hateful, or racially or ethnically objectionable material or message,
- any content or material that you do not have a right to transmit or any material that infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party,
- any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “unsolicited commercial communications’,
- any content that contains falsified contact information or subject line,
- in the case of any kind of marketing campaign, does not contain an unsubscribe function, or that lacks detailed “contact us” information including your physical address for your end users to contact you,
- any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment,
- any material that contains any person’s personal data, bank account information or credit card information;
- impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity,
- breach any right of privacy, right of confidence or right under consumer or data protection legislation, wheresoever and howsoever arising,
- interfere with or disrupt the Service in anyway, or disobey any requirements, procedures,
- attempt to gain unauthorized access to the Service or its related systems or networks,
- violate any applicable local, state, national or international law or regulation,
- exploit any integration with the services offered to you by third parties to carry out any of the above actions,
- copy, modify or create derivative works of the Service or portions thereof,
- reverse engineer or access the Service in order to
- build a competitive product or service, or
- copy any ideas, features, functions or graphics of the Service;
- distribute any integration code in any form without BeCloudify’s prior written approval,
- work around any technical limitations in the Service,
- license, sublicense, rent, lease, modify, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way,
- process personal data via the Service without putting us on notice of such processing in the manner required,
- use or attempt to use the Service in violation of third party rights of any kind, including without limitation any privacy, intellectual property, confidentiality or contractual rights,
- transfer, sublicense or assign the benefits or burden of this Agreement to any third party.
- comply with all privacy legislation throughout the world including GDPR legislation in Europe,
- inform your user how their data are processed and stored,
- inform your user who has access to their data,
- inform us in writing of any breach of these legislation or law,
- only use the Services as intended by Us.
BeCloudify warrant that Services will be provided in a professional and workmanlike manner.
The Services and the Sites and the material contained therein are provided on an “As Is” and “As Available” basis without warranties of any kind, express or implied. You expressly agree that use of the Services and the Sites including all content or data distributed by or downloaded or accessed from or through the Services and the Sites, is at your own risk.
BeCloudify disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the information, materials, and content on the Sites. Becloudify does not represent or warrant that materials in the Site are accurate, complete, current, reliable or error-free.
BeCloudify is not responsible for typographical errors or omissions relating to pricing, text or other content. We cannot and do not represent or warrant that the Services and the Sites or its server(s) are free of viruses or other harmful components, including content that is posted by third parties. You should use industry-recognized software to detect and disinfect viruses from any download.
BeCloudify is not responsible for any disruptions in services due to changes made by third parties on their platform which are connected to or connected by BeCloudify Services.
We and our affiliates and licensors will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, revenues, customers, opportunities, goodwill, use, or data), even if a party has been advised of the possibility of such damages. Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with:
- your inability to use the Services or the Sites, or any professional or technical services, in each case including as a result of any:
- Termination or suspension of this agreement or your use of or access to the Services or the Sites,
- Our discontinuation of any or all of the Services, or,
- Any unanticipated or unscheduled downtime of all or a portion of the Services or Sites for any reason;
- The cost of procurement of substitute goods or services,
- any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the Services and the Sites,
- any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your customer data or any other data.
In any case, our and our affiliates’ and licensors’ and subscriptions’ aggregate liability under these terms will not exceed:
- the monthly subscription amount paid for the services that gave rise to the claim during the subscription term during which the liability arose. For subscription other than a Monthly plan it will be the equivalent monthly subscription amount,
- for SOW, the amount you actually pay us for the SOW SERVICE immediately three (“3”) months prior to the SOW SERVICE that gave rise to the claim during the subscription term during which the liability arose.
This limitation of liability is cumulative and not per incident.
Governing Law and Jurisdiction
All Terms and Services and any transactions thereunder shall be governed by and construed in accordance with the laws of England. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in England, United Kingdom, and you hereby irrevocably and unconditionally consent and submit any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.