Building the Future in the Cloud
TERMS OF SERVICE between Cloudxtiny ("we" or "Cloudxtiny" or "Our" or "Us" or "Prometheus Capital Limited") and the customer who orders Cloudxtiny services ("you" or "Customer").
Your use of the Cloudxtiny services is governed by these Terms of Service which includes the Country Specific Terms at Schedule 1, the Use Policy, and the terms of your Order. When we use the term "Agreement" in any of the Order, Terms of Service or Use Policy we are referring collectively to all of them, including any product specific terms that apply to the Cloudxtiny services. Your use of the Cloudxtiny services includes entering into a agreements and make electronic purchases. You acknowledge that your electronic purchase constitutes your acceptance to the Agreement for each electronic purchase or transaction you enter.
If you are entering into this Agreement for an entity, such as the company you work for, you warrant and represent to us that you have the legal authority to bind that entity to this Agreement.
1. DEFINED TERMS.
2. CLOUDXTINY OBLIGATIONS.
3. YOUR OBLIGATIONS.
4. ACCESS TO THE SERVICES.
5. SERVICE LEVEL AGREEMENTS.
8. TAXES ON SERVICES.
9. FEE INCREASES.
11. TERMINATION FOR CONVENIENCE.
12. TERMINATION FOR BREACH.
"API" means application programming interface.
"Business Day" or "Business Hour" means 9:00 a.m. – 5:00 p.m. Monday to Friday, excluding public holidays in the United Kingdom.
"Customer Data" means all data, records, files, input materials, reports, forms and other such items that are received, stored, or transmitted using the Services.
"Hosted System" means a combination of hardware, software and networking elements that comprise an information technology system.
"Order" means: (i) the online order that you submit or accept for the Services, (ii) any other written order (either in electronic or paper form) provided to you by Cloudxtiny for signature that describes the type or types of services you are purchasing, and that is signed by you, either manually or electronically, and (iii) your use or provisioning of the Services through the cloud control panel or through an API where it has been provided by Us.
"Personally Identifiable Information" means a combination of any information that identifies an individual with that individual’s sensitive and non-public data e.g. financial, health or other data or attribute, such as a combination of the individual’s name, address, or phone number with the individual’s national insurance number.
"Services" means the software and services described in the order and includes any services which you provision through the cloud control panel or which you utilise via an API we provide.
"Support" means service Cloudxtiny offers to help you make full use of the service. This may include, but is not limited to a knowledge base, email, phone and online forms applicable to the specific Services ordered by you.
Cloudxtiny’s obligations to provide you with the Services and Support described in your order is subject to these Terms of Service.
You agree to do each of the following: (i) comply with applicable law and the Use Policy, (iii) pay when due the fees for the Services, (iv) use reasonable security precautions in connection with your use of the Services, including encrypting any PII transmitted to and from, and while stored on, the Services (including the underlying servers and devices), (v) cooperate with Cloudxtiny’s investigation of outages, security problems, and any suspected breach of the Agreement, (vi) keep your billing contact and other account information up to date via the online control panel, and (vii) immediately notify Cloudxtiny of any unauthorised use of your account or any other breach of security. If there is a dispute with respect to any portion of an invoice, you shall pay the undisputed portion of the fees promptly and provide written details specifying the basis of any dispute. Each of us agrees to work together to promptly resolve any disputes.
Customer Data Security: In addition to the foregoing obligations, you acknowledge that you are solely responsible for taking steps to maintain appropriate security, protection and backup of Customer Data. Cloudxtiny’s security obligations with respect to Customer Data are limited to those obligations described in Section 2 (Cloudxtiny’s Obligations) above. Cloudxtiny makes no other representation regarding the security of Customer Data. Customer is solely responsible for determining the suitability of the Services in light of the type of Customer Data used with the Services.
You must maintain the security of your login credentials and may not share login credentials except as required to establish and authorise users in your account. You are responsible for designating authorised users under your account and limiting access of login credentials associated with your account.
You may access the Services via the online cloud control panel, the Cloudxtiny may modify its online control panel or API at any time, or may transition to a new API. Your use of any API you download from the Cloudxtiny website is governed by the licence terms included with the code in the file named "COPYING" or "LICENCE" or like caption.
Cloudxtiny will endevour to provide a high level of service and commit to fixing any high level issue within 8 hours. We have 3 levels of escalation (P1,P2,P3). issue will be handing in that order of priority. Only core infrastructure issues are deemed as P1. We may change how we manage our SLAs in the future and we will update this terms and conditions if and when we do so.
All Our services are billed by the month but you will not be required to settle your bill until after a pre-defined term based on the service you ordered or you are so instructed by our sales team. The initial term for each Order begins on the date we make the Services available for your use and continues for the period stated in the Order. If no period is stated in the Order, then the initial term shall be thirty (30) days. Upon expiration of the initial term, the Order will automatically renew for successive renewal terms of thirty (30) days, unless and until one of us gives the other a written notice of non-renewal prior to the expiration of the initial term, or the current renewal term, as applicable. You must follow Cloudxtiny’s non-renewal process accessible from the cloud control panel to give effective notice of non-renewal. Please note, it may take up to fourteen (14) days for Cloudxtiny to process termination request. During such time you will not have access to the Services. We may, maintain the data that you have stored on the Cloudxtiny cloud for the fourteen (14) day period at no additional fee to you. We are however not at liability to do so and will destroy any of your data in the Cloudxtiny cloud shortly after 14 days. This Terms of Service, excluding the Service Level Agreement, will continue to apply during the 14 days period.
Cloudxtiny will charge you and you agree to pay when due the fees for the Services in accordance with your Order. Unless you have made other arrangements, Cloudxtiny will charge your credit/debit card (or any other agreed form of payment) without invoice. Unless otherwise agreed in the Order, your billing cycle will be every thirty (30) days, beginning on the date that Cloudxtiny first makes the Services available to you. Cloudxtiny may suspend all Services (including services provided pursuant to any unrelated Order or other agreement we may have with you) if our charges to your credit/debit card are rejected for any reason. Cloudxtiny may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If any amount is overdue by more than thirty (30) days, and Cloudxtiny brings a legal action to collect, or engages a collection agency, you must also pay Cloudxtiny reasonable costs of collection, including legal fees and court costs. Any "credit" that we may owe you, such as a credit for failure to meet a Service Level Agreement, may be applied to fees due from you for Services or future service, and will not be paid to you as a refund. If there is a dispute with respect to any portion of an invoice, you shall pay the undisputed portion of the fees promptly and provide written details specifying the basis of any dispute. Each of us agrees to work together to promptly resolve any disputes. Charges that are not disputed within thirty (30) days of the date charged are conclusively deemed accurate. You authorise Cloudxtiny to obtain a credit report at any time during the term of the Agreement. All transactions will be in your local currency using the British pound as the base currency unless clearly stated.
Any and all prices applicable to the services that Cloudxtiny provides to its customers are exclusive of taxes. If Cloudxtiny is required by law to collect taxes on the provision of the Services, you must pay Cloudxtiny the amount of the tax that is due or provide Cloudxtiny with satisfactory evidence of your exemption from the tax. You must provide Cloudxtiny with accurate factual information to help Cloudxtiny determine if any tax is due with respect to the provision of the Services (e.g. proof of VAT and Company Registration.)
We may increase fees at any time on thirty (30) days’ advance written notice. If your Order contains Services with a specified term longer than one (1) month, then we may increase your fees effective as of the first day of the renewal term that begins thirty (30) days from the day of our written notice of a fee increase.
We may suspend the Services without liability if:
1. we reasonably believe that the Services are being used (or have been or will be used) in breach of the Agreement;
2. we discover that you are, or are affiliated in any manner with, a person who has used similar services abusively in the past;
3. you don’t cooperate with our reasonable investigation of any suspected violation of the Agreement;
4. we reasonably believe that the Services have been accessed or manipulated by a third party without your consent;
5. we reasonably believe that suspension of the Services is necessary to protect our network or our customers;
6. payment for Services is overdue;
7. we are required by law or a regulatory or government body to suspend your Services; or
8. there is another event for which we reasonably believe that the suspension of Services is necessary to protect the Cloudxtiny network or our other customers.
We will give you advance notice of a suspension under this clause of at least six (6) Business Hours unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect Cloudxtiny or its other customers from imminent and significant operational, legal, or security risk. If the suspension was based on your breach of your obligations under the Agreement, then we may continue to charge you the fees for the Services during the suspension, and may charge you a reasonable reinstatement fee (at our discretion) upon reinstatement of the Services. If your Services are compromised, then you must address the vulnerability prior to Cloudxtiny placing the Services back in service or, at your request, we may be able to perform this work for you at our standard hourly rates as a supplementary service.
You are entitled to 7 days free trial of all our services and within this period, you can cancel at anytime and you will be due a full refund. Outside the free period, You may terminate the Agreement for convenience at any time. You must follow Cloudxtiny’s non-renewal process accessible via the online control panel in order to give an effective notice of termination. Once your termination has been accepted and there is no payment due, your service will be terminated.
If for any reason there is a refund due, you will be paid within 30 days of your con cancellation date.
Free trial periods only apply to your first use of the service.
You may terminate the Agreement on written notice for breach if we:
1. materially fail to provide the Services as agreed and do not remedy that failure within ten (10) days of your written notice describing the failure; or
2. materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within thirty (30) days of your written notice describing the failure.
We may terminate the Agreement on written notice for breach if:
1. we discover that the information you provided for the purpose of establishing the Services is materially inaccurate or incomplete;
2. you did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer;
3. your payment of any invoiced amount is overdue and you do not pay the overdue amount within four (4) Business Days of our written notice;
4. you have made payment arrangements via credit/debit card or other third party, and the third party refuses to honour our charges;
5. you fail to comply with any other obligation stated in the Agreement and do not remedy the failure within thirty (30) days of our written notice to you describing the failure;
6. you breach the user policy more than once even if you remedy each breach;
7. you use the Services in violation of the user policy and fail to remedy the violation within five (5) days of our written notice; or
8. your agreement for any other Cloudxtiny service is terminated for breach of the use policy for that service.
9. Either of us may terminate the Agreement if the other is unable to pay its debts or enters into liquidation or ceases for any reason to carry on business or takes or suffers any action which means that it may be unable to pay its debts.
Customer agrees that Cloudxtiny may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer's customers or end users that Cloudxtiny believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
Customer agrees to maintain a current copy of all content hosted by Cloudxtiny notwithstanding any agreement by Cloudxtiny to provide backup services. Cloudxtiny will not be held liable for any loss of service or data related to missing, damaged or unavailable backups under any circumstances
Upgrades and other changes in Cloudxtiny's network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer's hosted content and/or applications. Cloudxtiny reserves the right to change its network in its commercially reasonable discretion, and Cloudxtiny shall not be liable for any resulting harm to Customer.
Notices to Cloudxtiny under this Agreement should be given via electronic mail to the customer support e-mail address firstname.lastname@example.org, or posted via a ticket on https://billing.cloudxtiny.co.uk/tickets.php. Notices to Customers shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.
Cloudxtiny shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Cloudxtiny's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
The Agreement shall be governed by the laws of the State of Seattle, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN SNOHOMISH COUNTY, SEATTLE, AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.