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Terms and Conditions

Terms and Conditions

 

Terms of Website Use

The term "Cloudware Hosting Limited" or "the Company", "us" or "we" refers to the owner of the website whose registered office and other particulars are shown at the bottom of the page. The term “you” refers to the user or viewer of our website.

This page (together with the documents referred to on it) tells you the terms of use on which you may access or use our website, www.cloudwarecity.com ("our website"), whether as a guest or a registered user.  Please read these terms of use carefully before you start to use the website.  By using our website, you indicate that you accept these terms of use and that you agree to abide by them.  If you do not agree to these terms of use, please refrain from using our website.

Accessing our Website

Access to our website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our website without notice (see below). We will not be liable if for any reason our website is unavailable at any time or for any period.  From time to time, we may restrict access to some parts of our website, or our entire website, to users who have registered with us.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party.  We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

Acceptable Use - Content

You are personally responsible for the content you enter into this website, at your own risk, for which we shall not be liable, and you hereby agree to indemnify the Company against any and all claims from any outside party in reference to any data you enter into this website whether or not the Company has been made aware of the same.

Any content which is found to be unacceptable, including but not limited to illegal, pornographic, obscene, unethical, defamatory, offensive, immoral or copyright infringing material or unauthorised advertising may, at the Company’s sole discretion be removed and may result in action being taken against the infringing user that provided said content.

Notwithstanding the above, there will be no express or implied obligation on the Company to monitor or exert editorial control over the content you provide.

You are responsible for making all arrangements necessary for you to have access to our website.  You are also responsible for ensuring that all persons who access our website through your internet connection are aware of these terms, and that they comply with them. 

Intellectual Property Rights

We are the owner or the licensee of all intellectual property rights in our website, including without limitation, the design, layout, look and feel, appearance and graphics and all material published on it.  All such items are protected by copyright laws and treaties around the world.  All rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our website for your personal reference and you may draw the attention of others within your organisation to material posted on our website. 

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.  Our status (and that of any identified contributors) as the authors of material on our website must always be acknowledged.  You must not use any part of the materials on our website for commercial purposes without obtaining a licence to do so from us or our vendors. 

If you print off, copy or download any part of our website in breach of these terms of use, your right to use our website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Trade Marks

All trademarks reproduced in this website which are not our property or licensed to us are acknowledged on the website.

Reliance on Information Posted

Commentary and other materials posted on our website are not intended to amount to advice on which reliance should be placed.  We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our website, or by anyone who may be informed of any of its contents.

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable.  It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

Our Website changes regularly

We aim to update our website regularly, and may change the content at any time.  If the need arises, we may suspend access to our website, or close it indefinitely.  Any of the material on our website may be out of date at any given time, and we are under no obligation to update such material.

Our Liability

The material displayed on our website is provided without any guarantees, conditions or warranties as to its accuracy.  To the maximum extent permitted by law, we and third parties connected to us hereby expressly exclude:
All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our website or in connection with the use, inability to use, or results of the use of our website, any websites linked to it and any materials posted on it, including, without limitation any liability for:
loss of income or revenue;
loss of business;
loss of profits or contracts;
loss of anticipated savings;
loss of data;
loss of goodwill;
wasted management or office time; and
for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Information about you and your Visits to our Website

We process information about you in accordance with our privacy policy.  By using our website, you consent to such processing and you warrant that all data provided by you is accurate.

Transactions concluded through our Website

Contracts for the supply of goods or services formed through our website or as a result of visits made by you are governed by our terms and conditions of supply.

Uploading Material to our Website

Whenever you make use of a feature that allows you to upload material to our website, or to make contact with other users of our website, you must comply with the content standards set out in our acceptable use policy, as detailed above.  You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty. 

Any material you upload to our website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our website constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our website.
We have the right to remove any material or posting you make on our website if, in our opinion, such material does not comply with the content standards set out in our acceptable use policy.

Viruses, Hacking and other Offences

You must not misuse our website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.  You must not attempt to gain unauthorised access to our website, the server on which our website is stored or any server, computer or database connected to our website.  You must not attack our website via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990.  We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.  In the event of such a breach, your right to use our website will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our website or to your downloading of any material posted on it, or on any website linked to it.

Linking to our Website

You may link to our website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.  You must not establish a link from any website that is not owned by you.

Our website must not be framed on any other website, nor may you create a link to any part of our website other than as permitted on the website.  We reserve the right to withdraw linking permission without notice.  The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy.

If you wish to make use of any material on our website other than as set out above, please contact us.

Links from our Website

Where our website contains links to other websites and resources provided by third parties, these links are provided for your information only.  We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.   

Jurisdiction and Relevant Laws

These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our website.

Variations

We may revise these terms of use at any time by amending this page.  You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you.  Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our website.

Your Concerns

If you have any concerns about material which appears on our website, please contact us.

Thank you for visiting our website.

 

 

 

End User Terms and Conditions of Supply

The term "Cloudware Hosting Limited" or "the Company", "us" or "we" refers to the owner of the website whose registered office and other particulars are shown at the bottom of the page. The term "you" refers to the user or viewer of our website.

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products ("Products") listed on our website, www.cloudwarecity.com ("our website") to you.  Please read these terms and conditions carefully before ordering any Products from our site.  You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

You will need to accept these terms and conditions prior to purchasing any Products.  If you refuse to accept these terms and conditions, you will not be able to order any Products from our website.

1. Your status

By placing an order through our website, you warrant that:
(a) you are legally capable of entering into binding contracts; and
(b) you are at least 18 years old.

2. The basis of the contract between you and us

2.1 You are contracting with us and not a third party ("Vendor") in terms of any Products provided through this website.
2.2 In the event of any payment dispute, regardless of whether you have purchased a Product with a Vendor, you must contact us to assist in resolving the dispute.
2.3 If you have a technical difficulty with a Vendor's Product, you must contact the Vendor concerned, in the first instance, as they are able to support you in your query.
2.4 If you are unable to get a satisfactory response, then you may contact us and we will investigate on your behalf and take any necessary action.
2.5 Each product purchased clearly details the duration of the subscription purchased and the duration of the contract is deemed as individual per product.
2.6 For the avoidance of doubt, if multiple Products are purchased simultaneously, each individual Product may have a different length and each Product shall be deemed to have been separately contracted for under these terms.
2.7 The duration of the contract will be extended by subsequent or multiple purchases of the same Product.
2.8 If a recurring subscription to a Product is purchased, then you agree that your card will be charged automatically on or slightly prior to the renewal date of subscription, as will be communicated to you, and that you may cancel the recurring subscription at any time prior to the next period's payment being taken.
2.9 Access to the purchased Product will continue from point of cancellation through to the natural end date of the period of subscription.
2.10 By using services on or through our website (including any Vendor's Products you may have purchased), your actions and requests may be recorded in transaction logs for purposes of security and statistical analysis.
2.11 VAT will be added to amounts payable, if applicable and will be clearly notified to you prior to completion of your purchase.
2.12 In accordance with the privacy policy you consent to your personal data being made available to any Vendor from whom you have purchased a product and that we are not liable for their use of such data.
2.13 In an effort to mitigate fraudulent use of our website, limitations on the amount of purchases may be imposed and are subject to review at any time with or without notice.
2.14 We may also provide links on our website to the websites of other companies, whether or not affiliated to us.
2.15 We cannot give any undertaking that products you purchase from Vendors through our website, or from companies to whose website we have provided a link on our website, will be of satisfactory quality or fit for any particular purpose, and any such warranties are disclaimed by us absolutely.
2.16 This disclaimer does not affect your statutory rights against us or the Vendor.

3. Price and payment

3.1 The price of any Products will be as quoted on our website from time to time, except in cases of obvious error.
3.2 Prices are liable to change at any time, but changes will not affect orders which have already been placed.
3.3 Payment for all Products must be by credit or debit card.

4. Our refunds policy

4.1 End-user refunds will be made in all reasonable circumstances where the service delivery has not been performed.
4.2 Refunds may not be made where end-users have simply "changed their mind".
4.3 No refunds will be made under right to cancel contained in the Distance Selling Regulations, as the service is provided (and can be enjoyed) immediately and cancellation rights end as soon as performance of the contract begins.
4.4 For the avoidance of doubt, you agree that the performance of the contract begins as soon as the order is accepted, and the right to cancel is excepted under regulation 13(1)(a) the Consumer Protection (Distance Selling) (Amendment) Regulations 2005.
4.5 Vendor membership subscriptions are non-refundable.
4.6 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

5. Our liability

5.1 Our liability for losses you suffer as a result of us breaking this agreement, including deliberate breaches, is strictly limited to the purchase price of the Product you purchased
5.2 Nothing in the clause seeks to exclude, restrict or limit in any way our liability:
(a) for death or personal injury caused by our negligence;
(b) under section 2(3) of the Consumer Protection Act 1987;
(c) for fraud or fraudulent misrepresentation; or
(d) for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
5.3 We are not responsible for indirect losses which happen as a side effect of the main loss or damage, even if such losses result from a deliberate breach of these terms by us that would entitle you to terminate the contract between us, including but not limited to:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of profits or contracts;
(d) loss of anticipated savings;
(e) loss of data; or
(f) waste of management or office time
however arising and whether caused by tort (including negligence), breach of contract or otherwise.
5.4 Where you buy any Product directly from a Vendor through our website, the seller's individual liability will be set out in the seller's terms and conditions.

6. Written communications

6.1 Applicable laws require that some of the information or communications we send to you should be in writing.
6.2 When using our website, you accept that communication with us will be mainly electronic.
6.3 We will contact you by e-mail or provide you with information by posting notices on our website.
6.4 For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
6.5 This condition does not affect your statutory rights.

7. Notices

7.1 All notices given by you to us must be given to us either by contacting us through our website, by email or in writing to our registered office.
7.2 We may give notice to you at either the e-mail or any postal address you provide to us when placing an order, or in any of the ways specified in clause 6 above.
7.3 Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter.
7.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

8. Transfer of rights and obligations

8.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
8.2 You may not transfer, assign, charge or otherwise dispose of a contract, or any of your rights or obligations arising under it, without our prior written consent.
8.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a contract, or any of our rights or obligations arising under it, at any time during the term of the contract.

9. Events outside our control

9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by events outside our reasonable control ("Force Majeure Event").
9.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular but, without limitation, the following:
(a) Strikes, lock-outs or other industrial action.
(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
(c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
(d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
(e) Impossibility of the use of public or private telecommunications networks.
(f) The acts, decrees, legislation, regulations or restrictions of any government.
9.3 Our performance under any contract is deemed to be suspended for the period that the Force Majeure Event continues and we will have an extension of time for performance for the duration of that period.
9.4 We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the contract may be performed despite the Force Majeure Event.

10. Waiver

10.1 If we fail, at any time during the term of a contract, to insist upon strict performance of any of your obligations under the contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
10.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
10.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clauses 6 and 7 above.

11. Severability

If any of these terms and conditions or any provisions of a contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

12. Entire agreement

12.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to purchase of any Product.
12.2 We each acknowledge that, in entering into a contract, (and the documents referred to in it), neither of us relies on any statement, representation, assurance or warranty of any person ("Representation") (whether a party to that contract or not) other than as expressly set out in these terms and conditions.
12.3 Each of us agrees that the only rights and remedies available to us arising out of or in connection with a Representation shall be for breach of contract as provided in these terms and conditions.
12.4 Nothing in this clause shall limit or exclude any liability for fraud.
12.5 The rights of any person not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.

13. Our right to vary these terms and conditions

13.1 We have the right to revise and amend these terms and conditions from time to time.
13.2 You will be subject to the policies and terms and conditions in force at the time that you order Products from us.

14. Law and jurisdiction

14.1 Contracts for the purchase of Products through our website and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law.
14.2 Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

 

 

Vendor Terms of Business

These terms explicitly incorporate the Terms of Use and the Privacy Policy

You agree that:

Additional terms for Full Members only where your products and services are sold through Cloudware City (not applicable to free basic listings):

Service Level Agreement(SLA) - Full Members only

In the event that our authentication API is unable to provide access to your service through a systems failure within the Company's control, a refund of a portion of the membership fees paid will be applied to your account according to the following schedule:

<99% availability - a refund of 1/30th of monthly fee per every 4 hours of unavailability

Availability is measured by our monitoring systems; failures due to general internet or routing failures or failures outside of the control of the company (e.g. failure of your internet provider or routing between us and you) are not applicable to this SLA and such claims will not be honoured.

API access and requirements - Full Members only

Full Member Vendors that have subscription access to their products and services through Cloudware City will be using the Website Authentication API provided for access control to their site.

Payments on account - Full Members only

When registering as a Vendor and uploading Product(s) which are subject to subscription payments, you are contracting with the Company as a Supplier of services and will be paid in arrears once service provision is complete. For the avoidance of doubt, this means the amounts owed on a 30 day subscription purchase will become payable to you 30 days after purchase, subject to any limitations or thresholds otherwise mentioned in these terms and conditions.

A minimum single payment threshold of £30.00 in the UK ($150.00/€150.00 overseas) will be required before any payment can be made to you.

Chargebacks and refunds - Full Members only

In the event a customer is wholly dissatisfied with your service as a Vendor and cannot obtain a resolution from you, the customer may demand a refund from the Company or claim for a 'chargeback' through their bank or card provider. In this instance the Company will claim the cost of the refund from your Vendor account to cover the costs of such an event. This will amount to 100% of the price of the product paid and may result in a negative balance on your account.

More than three (3) refunds per Product (or more than five (5) against any one Vendor) in a period of 6 weeks will result in that Product or Vendor being temporarily or permanently removed from the public listings until a satisfactory resolution is made.

You hereby explicitly agree to this term when you list your products and services. This clause does not apply when there is a problem with the Cloudware City service for which Cloudware Hosting Ltd is responsible.

VAT and other taxes - Full Members only

If signing up on behalf of a business entity, and if Value Added Tax is applicable, you agree that Cloudware Hosting Limited can generate VAT invoices for your Cloudware City sales on behalf of your organisation for the purposes of VAT accounting (self-billing). You must provide a VAT registration number if you have one and ensure that it is current and valid. As a VAT-registered Vendor you are responsible for paying output tax on your invoices. A separate time-bound agreement will be made for the correct application of self-billing in accordance with HMRC rules.

If you are VAT registered you must sign up as a business member at the appropriate rate. If you fail to do so, then we cannot self-bill a VAT invoice for any payments due to you. In respect of this clause you therefore expressly agree you are liable for any VAT due (and we disclaim all liability) even though we produce your invoices for you.

Payments owed upon termination of this agreement - Full Members only

If the value of your account is less than the threshold required for payment (£30.00 UK, $150.00/€150.00 overseas) then you hereby agree to forfeit such payments; alternatively a cheque may be issued, drawn on our UK bank account in Pounds Sterling (at the going exchange rate if applicable) for the amount in consideration, and mailed to you. In all instances if the amount is less than £2.00 then it shall be forfeited.

Termination of this agreement

You may cancel this agreement at any time, at which point all your listings will be cancelled and unavailable for new purchases by End User customers (any recurring subscriptions will automatically be cancelled). The only proviso is that you maintain your service until existing End User subscription purchases have expired - we reserve the right to refund End Users per our refund policies if you fail to maintain your service until users have completed their subscription.

We may withdraw the Service from you if:

Unless there are exceptional circumstances, such as fraud, we will not withdraw the Service from you without giving you at least 30 days notice.

 

 

These Terms and Conditions were last modified on 19 August 2011