TERMS AND CONDITIONS

DEFINITIONS

CLOUD SPECIALIST is an Information Technology (I.T.), technical support and other technology services company. It is hereinafter referred to as “CLOUD SPECIALIST”.

These Terms and Conditions are the Terms referred to in the Proposal, Contract or any other document (the “Terms”), acknowledged and accepted by the Client.

 

CONFIDENTIAL INFORMATION

Both Parties agree not to disclose at any time confidential information, which becomes known to either Party as a result of their Agreement, unless required to do so by law, any court of competent jurisdiction or any official regulatory body provided that the Party required to disclose shall notify the other Party of such expected disclosure as soon as practicable.

 

DURATION OF AGREEMENT

CLOUD SPECIALIST’s liability shall commence from the date of receipt of the order by CLOUD SPECIALIST. In the event the Agreement is for a fixed term or fixed price project, the Agreement will terminate when CLOUD SPECIALIST has completed the Services. In the event that the Agreement is for an ongoing Service, then, at the beginning of each financial year, the agreed rates for the Services will be automatically revised in accordance with the changes issued in the CLOUD SPECIALIST Standard Package Rates, as set forth below and distributed to all customers when amended.

In the event Customer fails to perform any of its obligations under the Agreement, or upon the occurrence of any circumstance beyond the control of CLOUD SPECIALIST that prevents the performance of the Services by CLOUD SPECIALIST, CLOUD SPECIALIST may terminate the Agreement, upon not less than 7 days’ notice, in writing to Customer. It is hereby agreed that non-payment or unreasonably late payment of the agreed fees shall entitle CLOUD SPECIALIST to terminate the agreement.

In the event CLOUD SPECIALIST fails to perform any of its obligations under the Agreement, or upon the occurrence of any circumstance beyond Client’s control that prevents Client from progressing or completing the Project, Client may terminate the Agreement between the Parties.

Any termination of the Agreement shall not prejudice or affect the accrued rights or claims of either party to the Agreement. 

SERVICES

The Services to be provided by CLOUD SPECIALIST pursuant to the Agreement shall be as described in the Proposal, Contract or other documents signed by the Client and CLOUD SPECIALIST.

CARE AND DILIGENCE

CLOUD SPECIALIST shall exercise reasonable skills, care, and diligence in the discharge of the services.

ALTERATION OR MODIFICATION TO SERVICES

If at any time after the commencement of CLOUD SPECIALIST’s appointment, any of the Services whether completed by CLOUD SPECIALIST or in progress shall require to be modified or revised because of clear written instructions from or on behalf of the Client, or because of circumstances which could not reasonably have been foreseen by CLOUD SPECIALIST, then the Client shall make such additional payment to CLOUD SPECIALIST for making any necessary modifications or revisions as shall be agreed between CLOUD SPECIALIST and the Client before such additional work is carried out.

Any Services to be provided by CLOUD SPECIALIST, which is not specified in this Agreement, shall be paid at the hourly charge-out rates details in the Payment Schedule unless otherwise agreed in writing between the Parties. The terms and conditions of this Agreement apply to such additional services in the absence of any further agreement.

The hourly charge rates referred to above (and tabled in the appendices of this Agreement) will be reviewed annually at the start of the financial year (April 1st). If said rates are amended in any way then they will automatically become applicable to this contract from the start of the financial year.

 

CLIENT INFORMATION & INSTRUCTIONS

The Client shall supply to CLOUD SPECIALIST, without charge and in such reasonable time as not to cause delay or disruption to CLOUD SPECIALIST in the performance of the Services, all necessary and relevant data and information required for the performance of the Services

 

GOVERNING LAW AND SETTLEMENT OF DISPUTES

This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement is construed and governed by the laws of Brazil without reference to the conflict of law principles.

 

INTELLECTUAL PROPERTY

CLOUD SPECIALIST retains the intellectual property rights to the Software, Trademark, and any other intellectual property used and/or developed in the performance of Services to the Client. Subject to terms and conditions separately agreed upon by the Parties in writing, CLOUD SPECIALIST may grant the Client a limited right to use the Software (“Development License”). The Client is under no circumstance entitled to obtain the program (source) code to Software.

Any licenses for the Client to use CLOUD SPECIALIST intellectual property shall be expressly specified in the documents constituting this Agreement.

CLOUD SPECIALIST reserves the right to make use of finished and published products in its marketing, including, but not limited to, promotion on CLOUD SPECIALIST operated websites, Facebook, Twitter, and other social media platforms as well as in printed media.

 

PAYMENT

Payment for the Services shall be made by the Client in agreed installments. Such installments shall constitute no more than payments on account.

If any item or part of an item of an invoice rendered by CLOUD SPECIALIST is disputed or subject to question by the Client, the payment by the Client of the remainder of that account shall not be withheld. CLOUD SPECIALIST reserves the right to suspend the provision of the Services until the disputed or questioned item has been agreed or determined.

Hosting fees are payable in full in advance of the hosting period.  Hosting fees are non-refundable should the client terminate the hosting within the paid period.  CLOUD SPECIALIST reserves the right to terminate any hosting which has not been paid by giving the client 7 days prior notice of termination.  Termination of hosting will occur unless payment is received within 7 days.  Reinstatement fees are chargeable in advance of a request to reinstate the hosting once termination has occurred.

CLOUD SPECIALIST reserve the right to terminate any hosting provided as part of our services to a client should any invoice, even for unrelated services, remain outstanding over 90 days

 

TAXES, DUTIES, AND OTHER CHARGES

The amounts specified in the Payment Schedule are exclusive of any taxes, duties, and charges which may be required by law. The Client shall be responsible for all such taxes, duties, and charges for which it is liable as a result of this Agreement or any payment to CLOUD SPECIALIST.

 

WEB MAINTENANCE 

The hours specified in the contract or otherwise agreed upon can be accumulated on a three-month rolling basis. After three months any unused hours will be forfeited.

The hours specified in the contract or otherwise agreed upon are priced according to CLOUD SPECIALIST’s current price schedule and can be adjusted by CLOUD SPECIALIST with one month’s notice.

No refund, discount, or rebate will be given for hours not used.

 

LIMITATION OF LIABILITY AND INDEMNITY 

The Client hereby undertakes to indemnify and hold harmless CLOUD SPECIALIST and all its officers, employees, contractors, and agents against any loss, cost, damage, or expense which any of them may sustain or incur because of CLOUD SPECIALIST having entered into this Agreement or providing the Services hereunder. Neither CLOUD SPECIALIST nor its officers, employees, contractors, or agents shall in the performance of this Agreement be liable to the Client or any other person for any act or omission, negligent, tortious, or otherwise.

CLOUD SPECIALIST and the Client each acknowledge that the provisions of this Clause are reasonable and that had they not been included herein CLOUD SPECIALIST would not have entered into this Agreement.