By signing up for any of our services you agree to be bound by all the
Terms and Conditions listed here.
STANDARD TERMS AND CONDITIONS
means the Cloud Dialogs organisations
"Customer" means the organization which has signed up
to use one or all of the services supplied by Cloud Dialogs
"Customer Order Form" means the order form completed by
the Customer requesting the use of Cloud Dialogs's services.
"Agreement" means the Agreement between the parties which
incorporates these Standard Terms and Conditions and the Customer
"Fees" means the Fees as published by Cloud Dialogs on
the Cloud Dialogs web site
"Service" means the service provided by Cloud Dialogs under
this Agreement, as further defined in Clause 2
2.1. Subject to payment of the Fees and the terms of this Agreement.
Cloud Dialogs shall provide a hosted solution for business applications
as described on the Cloud Dialogs website and in the literature that
can be downloaded from the Cloud Dialogs website. (the "Service")
2.2. Cloud Dialogs undertakes to deal with all support issues relating
to the Service quickly and efficiently and will strive to achieve
an amicable solution efficiently with the minimum of delay incurred
to the Customer. Support issues relating to the service may be submitted
via email to support@Cloud Dialogs.com
2.3 Cloud Dialogs will use reasonable efforts to supply a continuous
service. However, Cloud Dialogs is not liable for any loss of data
resulting from delays outside of their control, missed or non-deliveries,
service interruptions or by errors or omissions of the Customer.
2.4. From time to time Cloud Dialogs or its sub-contractors need
to carry out maintenance on the network, which may involve temporarily
shutting parts of it down. Cloud Dialogs will give as much notice
as possible and shall try to keep this work to the period specified
in the notice.
Agreement shall come into force on the service activation date as
requested via the Customer Order Form and shall continue in force
until the Agreement is terminated by one of the parties.
TERMINATION OF SERVICE
4.1 The Customer may terminate this Agreement with no notice during the first four months of use (which includes the first free trial month), thereafter 3 months notice is required. The Customer must pay all Fees for the Service until the date on which the termination notice expires. If the customer stops using the service during the termination period, then the fees due will be calculated at the minimum resource level of 5 active resources, at the then prevailing monthly rate.
4.2 Cloud Dialogs may suspend the Service immediately upon breach by the Customer of any of the terms and conditions of this agreement, including, without limitation, late or non-payment of monies due.
4.3 Cloud Dialogs may at any time terminate this Agreement giving 90 days notice to the Customer.
4.4 Either party may terminate this Agreement immediately, on notice, if the other commits a material breach of this Agreement and fails to remedy the breach within 10 days of a written notice to do so.
5.1 All sums payable under the Agreement shall be in pounds sterling and shall be exclusive of VAT
5.2 All Fees are published on the Cloud Dialogs web site. Cloud Dialogs reserves the right to change the Fees at any time giving 90 days notice.
5.3 All payments shall be via by Direct Debit. SMS only accounts can purchase bulk messages and pay on invoice by cheque or BACS.
5.4 Cloud Dialogs will invoice the Customer on the last day of each month based on the usage of the Service for the month.
5.5 Payment terms are 10 days from the date of the invoice.
5.6 The Customer is liable for all charges levied by their telephone service provider arising from the Customer's use of the Service.
LIMITATION OF LIABILITY
Cloud Dialogs shall not be liable to pay to the Customer any damages
whatsoever representing indirect or consequential loss or damage
6.2 Cloud Dialogs makes no warranties of any kind, expressed or implied
for services that are provided. Whilst every attempt would be made
in the unlikely event of any corruption or hardware failure, Cloud Dialogs
cannot guarantee to be able to replace lost data. This includes
loss of data resulting from delays, nondeliveries, wrong delivery,
and any and all service interruptions caused by Cloud Dialogs and
6.3 Refund at the option of Cloud Dialogs is the exclusive remedy
if there is a defect.
party ("the receiving party") shall at all times during
the continuance of this Agreement and after its termination:-
7.1 maintain confidential all information given to him by the other
party ("the disclosing party") at any time in respect
of the business and affairs of the other party, whether initially
disclosed orally or in writing, or in the form of samples, models,
computer data or software, or by demonstration or otherwise, which
is by its very nature confidential or is previously identified or
indicated to the receiving party by the disclosing party as being
confidential information ("the Information");
7.2 not use the Information other than for the purposes of this
either party's performance of its obligations is affected by Force
Majeure it shall forthwith notify the other party of the nature
and extent thereof. If by reason of Force Majeure, either party
is unable to perform or there are delays by such party in the performance
of any such obligation, then in the event that Force Majeure affects
such party's obligations, such party's performance of any such obligation
shall be suspended as long as the Force Majeure continues and the
time for performance of that obligation shall be extended accordingly,
and the party otherwise in default shall not in any event be liable
to the other party for any loss or damage whatsoever and howsoever
arising (whether direct or indirect loss or damage) incurred or
suffered or for any breach of any of the terms of the Agreement
by reason of such Force Majeure.
Cloud Dialogs may change the provisions of this Agreement (including
the charges) at any time, provided that Cloud Dialogs gives the Customer
notice of the changes at least 90 days before the change is to take
effect at which time the Customer may terminate this Agreement if
the change materially affects the Service.
9.2 This Agreement represents the entire understanding between the
parties in relation to its subject matter and supersedes all agreements
and representations made by either party, whether oral or written.
Agreement shall be governed by and construed in accordance with
English law and the parties submit to the exclusive jurisdiction
of the English Courts in respect of the interpretation of and any
dispute arising under the Agreement.
Please note: by signing up for any of our services you agree to
be bound by all Cloud Dialogs terms and conditions