Terms and Conditions

These are the Ts & Cs

General Terms and Conditions (Service):

a. Payment Terms are strictly 14 days from date of invoice

b. Monthly invoicing for services is payable by direct debit in advance.

c. Contracts for support are based on a calendar month from the date of commencement.

d. Unused case allocations are not carried over to a following month

e. Minimum initial contract length is 6 months, after which the contract reverts to a rolling 30 days e. All support issues will be logged and recorded

f. Cloud2020 must be assigned suitable access and licensing to effectively carry out development and support services


General Contractual Terms and Conditions

2. Agreement

a. The following terms and conditions together with any attached order form and any proposal (the “Order”) constitute the agreement between Cloud2020 Limited (“Cloud2020 ”) and the customer (“the Customer”) (“this Agreement”). Cloud2020 only contracts on the basis of these terms and conditions which will override any of the Customer’s terms and conditions notwithstanding any attempt by the Customer to vary these terms and conditions.

b. Definitions In this Agreement unless the context otherwise requires the following words and expressions shall have the following meaning:- "Materials" means all or any know how, expertise, business systems, documentation, programs and all other materials owned by or available to Cloud2020 and which existed before the Project was commenced; "Work Product" means any articles, apparatus, materials, items, data, goods, software, hardware, system, rights, supplies, equipment or any other materials Cloud2020 provides to the Customer in relation to the Project.

  1. Cloud2020’s Commitment:

a. Cloud2020 undertakes to use all reasonable efforts to resolve cases in accordance with good industry practice. This is subject to the Customer performing its obligations and providing Cloud2020 with the information and access to systems and platforms Cloud2020 requires to perform such duties.

4. Payment

a. In consideration of Cloud2020’s performance of this Service, the Customer agrees to pay the charges set forth in the attached order form (the “Charges”). These Charges are valid for three months from the date of the Order. If the Service has not commenced in this time Cloud2020 reserves the right to revise the Charges. In addition, the Customer agrees to reimburse Cloud2020 for its reasonable out of pocket expenses incurred in connection with performance of the Service.

c. The Charges are exclusive of VAT and other sales taxes or duties which will be paid by the Customer in the manner and at the rates from time to time prescribed by law.

d. Cloud2020 will levy the Charges by the submission of invoices or as otherwise specified overleaf. Any invoices remaining unpaid after 30 days from the date of the invoice will attract interest at a daily rate of five percent above the base lending rate of Lloyds TSB Bank plc.

5. Staff

a. The Service will be performed by Cloud2020’s staff who will be fulltime employees of Cloud2020 or third party contractors who are approved by Cloud2020

6. Projections and Completion

a. Cloud2020 makes any written Order or oral statements or opinions about the Service and any results of the Service in good faith but Cloud2020 cannot guarantee their fulfilment. Cloud2020 makes no representations, undertakings or warranties about any results achievable by or consequences of the Service.

b. Cloud2020 will make all reasonable efforts to meet any dates or timeframes, but such dates and time-frames will constitute estimates only and Cloud2020 will not be liable for any delay or failure in meeting them.

7. Confidentiality

a. Each party undertakes to the other to keep confidential all information (written, oral or in electronic form) concerning the business, business systems, methodologies, and affairs of the other that it shall have obtained or received as a result of engagement in the Service except to the extent that it is already in the other’s possession other than as a result of a breach or in the public domain.

b. Notwithstanding anything in this Agreement to the contrary, Cloud2020 will be free to use for any purpose the Materials and technical knowledge acquired in the performance of the Service and which does not include any confidential information of the Customer.

8. Intellectual Property

a. Cloud2020 will retain ownership of all intellectual property in the Materials and Work Products.

b. In consideration of and subject to Cloud2020’s receipt of all payments due from the Customer in relation to the Service and subject to the provision of this Clause 8 and the other terms and conditions of this

Agreement, Cloud2020 grants to the Customer a royalty-free, non- exclusive, non-transferable licence to use the Work Product and relevant Materials for the Customer’s business but not for commercial re-sale or exploitation. Any third party software will be subject to the applicable third party licence.

  1. Warranties

a. Cloud2020 warrants that the Service will be performed with reasonable care and skill. In relation to any Work Product which is manufactured or licensed by a third party the Customer shall be entitled to the benefit of the applicable third party warranty but Cloud2020 shall have no liability or responsibility itself.

  1. Liability

a. Except as set out in Clause 9 (e), Cloud2020 expressly disclaims all warranties or conditions, whether expressed or implied, written or oral, statutory or otherwise with respect to the Service, Work Products and Materials, including any warranties of satisfactory quality or fitness for a particular purpose. In addition Cloud2020 does not warrant that the Work Product or Materials will be virus or error-free.

b. Cloud2020 will not be liable for any acts or omissions of any third parties Cloud2020 introduces to the Customer in relation to this Agreement.

c. Notwithstanding anything in this Agreement to the contrary,

Cloud2020’s maximum liability arising out of the subject matter of this Agreement and/or performance of the Service, whether based upon warranty, contract, negligence, strict liability or otherwise, shall not exceed in the aggregate an amount equivalent to one hundred and twenty-five percent of the amount paid by the Customer to Cloud2020 in relation to the Service in the contract period or calendar year, whichever is the lesser.

d. Cloud2020 will not be liable for any claims in respect of economic loss, loss or revenue, loss of profits, loss of opportunities, loss of anticipated savings, loss of data, loss or damage arising out of the interruption of any telecommunications or internet Services, loss of use damages or cost of procurement of substitute goods or Services, arising out of this Agreement or for any special, incidental, indirect or consequential damages.

11. Termination

  1. This Agreement may be terminated:-

i. forthwith by either party if the other commits any material beach of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same;

ii. forthwith by either party in the event that the other becomes insolvent or is wound-up or if a trustee, receiver, administrative receiver or a similar officer is appointed in respect of all or any part of the business assets of the other party;

iii. any termination pursuant to this Clause 11 is without prejudice to any other rights or remedies a party may be entitled under this Agreement or at law.

12. Force Majeure

a. Neither party hereto will be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control. If such circumstances continue for more than 6 weeks then the party not in default shall be entitled to terminate this Agreement.

13. General

a. The waiver by either party of a breach or a default of any of the provisions of this Agreement by the other party will not operate as a waiver of any other breach or default by the other party.

b. Cloud2020 may assign this Agreement or all or any of its rights and obligations hereunder upon written notice to the Customer.

c. The Customer may not assign this Agreement without Cloud2020’s prior written consent.

d. Except as expressly provided in this Agreement, a person who is not a party to this Agreement shall have no rights under the Contract (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.

e. This Agreement together with any documents referred to in this Agreement constitutes the entire Agreement and understanding between Cloud2020 and the Customer and supersedes all previous agreements or representations.

f. This Agreement shall be governed and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.