(“Party One”) refers to Cloudyne.
(“Party Two”) refers to you.
Welcome to Cloudyne.
This page tells you the terms on which you may use our website and a brief description on our services www.cloudyne.co.uk, whether as registered user or guest. Please read carefully before use. By using the site, you accept the terms and agree to obey them. If you don’t accept them, please don’t use the site.
Who We Are.
www.cloudyne.co.uk is operated by Cloudyne LTD, a UK Limited company registered in England under company number 10124520.
Some important details about us:
Our registered office is at: 87 Palmerston Road, Chatham, Kent, ME4 6NE
Use of the Site.
Links to Third Party Websites.
Party One’s Website may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and Party Two acknowledge and agree that Party One are not responsible for the content or availability of any such sites.
Third Party Materials.
Party One shall notify the Client of any Third Party Materials that it intends to use in the Products and the Client acknowledges and accepts that the Third Party Products shall be supplied to the Client in accordance with the respective copyright licensor’s terms.
Party One will be using PayPal(third-party payment method) to process and transmit transactions to them for website development, hosting and support services. Party Two have the right not to want to use PayPal, however Party One will not be providing other methods of processing a payment for these services. Party One will be using GOCardless (third-party payment method) to handle direct debit payments for SEO services. GoCardless payments are protected by The Direct Debit Guarentee to fully secure Party Twos payments. https://gocardless.com/guides/posts/direct-debit-guarantee
If payment on an invoice has not been received 5 days after the due date of the invoice, Party One has the right to suspend work for that Client until payment has been received. If the invoice remains unpaid 10 days after the due date, Party One has the right to remove/take down work completed to that point.
Party One will require Party Two to make a deposit within the first 5 days of the agreement being effective. If the deposit has not been recieved within those 5 days, Party One has the right to suspend any work for that Client until payment has been received. If Party One has received payment, Party Two have the right to refund the deposit for up to 7 days. Party Two must contact Party One with a reason for cancellation. After the 7 days, the deposit will become NON-REFUNDABLE.
After the scope of the project has been discussed and this Agreement has been signed from both parties, Party One will apply any additional charges for work that wasn’t planned for within the scope. These charges will vary depending on the timeframe provided by the client or size / complexity that’s needed.
Website Login and Rights.
Party One will setup a login account for the clients website that will have full access rights. This is to allow Party One to make support changes to the website without Party Two providing Party One with Personal details. Party Two will have a login account with fewer access rights, this is to prevent any accidental issues happening when viewing sections of the back-end of the website. If Party Two wish to have full access to their website or removal of Party One login account, Party Two must contact Party One and ask for this change to be made.
Party One offers post development support for any website hosted on Party Ones servers at a fixed monthly price or single payment per task. If Party Two requires monthly support and agrees upon the price there will be a limit on hours available per month. Any work that goes over this will require a separate one-off payment. Party Two has the right not to use these services but Party One will not provide support otherwise.
Prior to delivery of work, Party One will test it properly and ensure it meets the criteria set out for the work. In the case of websites, this will include testing functionality, cross-browser compatibility. Party One will give best advice with regards readiness of site launch.
Web Browser Support.
Where agreed work covers the build of actual web pages, these will work in all modern browsers, specifically the last three major versions of Internet Explorer, Firefox and Google Chrome. Compatibility with older browsers needs to be agreed as part of the scope of the work agreed. Web pages will also be usable on mobile and tablet devices. Creation of fully responsive or dedicated mobile versions of the site needs to be agreed as part of the work and costed where necessary.
Where work requires it, Party One shall deploy to a hosting area where compatible hosting environment is provided. Party One offers a shared hosting service and terms of their hosting can be viewed upon request. Party One will always try and advise the Client on setting up dedicated hosting where necessary. Party One shall not be responsible for issues relating to hosting once the site is launched if the Client has chosen not to host through Party One.
Holding Personal Data.
When contacting Party One via the contact form or phone some personal data will be asked for. Party One will hold this information for proof of transaction and agreement to the terms and conditions. Emails that are not considered to be proof of transaction or agreements, Party Twos data will be held for 2 years before deletion. Proof of transaction and agreement emails shall be held for the business lifespan + 2 years. Using the hosting environment provided by Party One, personal data and sensitive data of Party Two will be held for the lifespan of the services paid for + 6 months of inactivity. Party Two at any time can change the data currently stored or request deletion.
Party One retains ownership of all code and assets it creates for a Client until final and full payment has been received for the work commissioned. In terms of the site code, Party One remain the author and owner of intellectual property. This is not the same as owning Party Two’s website, and Party One will not take any ownership of any design, content or ideas that Party Two provide. What Party One own is the specific lines of code that have been written to apply to the requirements, and any designs they produced. When Party One develop a new website, Party One will use small elements of code that have been used in previous projects. For example, if Party One have already developed a contact form or some similar small feature, Party One are going to use and adapt that code rather than starting from scratch. It saves time and money. If Party One give ownership of their code, they can’t do this. It’s important for Party One to own their code, but Party One don’t believe this restricts Party Two. Party Two can still change to a new supplier to maintain their website in the future. Party Two can still adapt and change the website themselves.
The Client agrees that it shall indemnify and keep indemnified Party One against all claims, demands, losses, damage, costs or expenses incurred by Party One as a result of a breach by the Client of any provision of this Agreement, law or regulation and as a result of any third party legal action or threatened action in relation to Intellectual Property Rights infringement whatsoever and howsoever arising.
Intellectual Property Rights.
Party One warrants that to the best of its knowledge and belief that Intellectual Property Rights (other than Third Party Products or materials supplied by the Client) in the Products are original to Party One provided that Party One cannot be, and is not, responsible for compliance of the Intellectual Property Rights with laws of all jurisdictions of the world. It is the Client’s responsibility to satisfy itself of such compliance. In consideration of and subject to receipt of the Charges in cleared funds in full Party One grants to the Client a non-exclusive non assignable licence of the Intellectual Property Rights in the Products owned by Party One and the object code version of the Software provided always that Party One reserves the right to veto any use outside the scope of this licence (including any purported sub-licensing, on-selling or assigning) and the Client shall not reverse engineer or decompile the Software save as permitted by law. Party One asserts its moral rights in the Products and the Client confirms that it shall not alter, reuse or otherwise exploit or jeopardise the artistic integrity of the Products without Party One’s prior written consent.
Limitation of Liability.
1.1 The following provisions set out the entire financial liability of Party One (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
- 1.1.1 any breach of this Agreement; and
- 1.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Agreement.
1.2 All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law, excluded from this Agreement.
1.3 Nothing in this Agreement excludes or limits the liability of Party One for death or personal injury caused by Party One’s negligence or fraudulent misrepresentation.
1.4 Subject to Clauses 1.2 and 1.3
- 1.4.1 Party One shall not be liable to the Client for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Agreement; and
- 1.4.2 Party One’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with this Agreement shall be limited to the amount actually received by Party One pursuant to the terms of this Agreement.
Party One will fully comply with all the requirements of the latest Data Protection Legislation.
When it comes to agreeing a contract between both parties, a full agreement will be presented to both parties where input will be required for the Agreement to become effective.