Terms & Conditions
By signing up for any of our services you agree to be bound by all the Terms and Conditions listed here.
“Cloud Dialogs” means the Cloud Dialogs organisation
“Customer” means the organisation which has signed up to use the Cloud Dialogs Service
“Order Form” means the order form completed by the Customer requesting the use of Cloud Dialogs Service.
“Agreement” means the Agreement between the parties which incorporates these Standard Terms and Conditions and the Customer Order Form
“Fees” means the Fees as defined in the Order Form or in subsequent purchase orders from the Customer
“Service” means the service provided by Cloud Dialogs under this Agreement, as further defined in Clause 2
“Professional Services” means all additional general advice and assistance provided by Cloud Dialogs and ordered by the Customer
2. THE SERVICE
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 provided by Cloud Dialogs. (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 email@example.com or via the Cloud Dialogs support portal.
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 needs 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.
2.5 A maximum of two years history will be held on-line. This can be increased by agreement subject to payment of an additional fee to cover the additional storage costs incurred by Cloud Dialogs.
3. PROFESSIONAL SERVICES
3.1 Cloud Dialogs shall carry out additional work as agreed on the Order Form or via a Customer’s purchase order
3.2 The Customer and Cloud Dialogs will both appoint an individual who will be the central point of coordination for any project related work
3.3 Cloud Dialogs will ensure that all personnel assigned to Professional Services work are competent and fully trained in understanding the Service.
3.4 Cloud Dialogs will carry out all Professional Services with reasonable care and in accordance with software industry standards
3.5 The Customer will be responsible for defined activities which are their responsibility and the customer acknowledges that the success of the project is dependent upon these activities being completed.
3.6 Work will be carried out either on-site or at the Cloud Dialogs’ offices
3.7 Cloud Dialogs will provide an itemised schedule of all work undertaken during the month
4. TERM OF AGREEMENT
This 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.
5. TERMINATION OF SERVICE
5.1 The minimum initial term is six months. The Customer may thereafter terminate the service by giving three months notice. The Customer must pay all Fees for the Service until the end of the current term. If the customer ceases to use the service during the termination period, then the agreed fees due as defined in the Agreement will still be owed to Cloud Dialogs.
5.2 The Customer must inform Cloud Dialogs in writing of notice to terminate
5.3 Either party may terminate this Agreement immediately, on notice, if the other commits a material breach of this Agreement, which includes non-payment of monies due, and fails to remedy the breach within 60 days of a written notice to do so.
6.1 All sums payable under the Agreement shall be in pounds sterling and shall be exclusive of VAT
6.2 The use of the platform is subject to a MONTHLY SERVICE FEE which is due monthly in arrears.
6.3 The Service Fee will increase at each annual anniversary by the then prevailing rate of the Consumer Price Index.
6.4 The MONTHLY SERVICE FEE will always be due whatever the actual usage was in the period
6.5 Professional Services will be invoiced on a monthly basis unless otherwise agreed.
6.6 If there are any issues with Professional Services fees then Cloud Dialogs must be notified in writing within 30 days of the invoice being issued.
6.7 All payments shall be via by Direct Debit or annual payment in advance. SMS only accounts can purchase bulk messages and pay on invoice via BACS.
6.8 Payment terms are 10 days from the date of the invoice.
6.9 The Customer is liable for all charges levied by their telecoms service provider arising from the Customer’s use of the Service.
7. GENERAL DISCLAIMER ON THE USE OF THE SERVICE
7.1 The Customer agrees that the use of this service is at their sole risk. Because of the number of possible sources of information available through the service, and the inherent hazards and uncertainties of electronic distribution, there may be delays, omissions, inaccuracies, or other problems with such information. If the Customer relies on this service or any material available through this service, they do so at their own risk. Cloud Dialogs cannot and do not warrant the accuracy, security, completeness, currentness or fitness for a particular purpose of the information available through the service. Nor do Cloud Dialogs guarantee that the service will be error-free, or continuously available, or that the service will be free of viruses or other harmful components.
8. LIMITATION OF LIABILITY
8.1 Cloud Dialogs shall not be liable to pay to the Customer any damages whatsoever representing indirect or consequential loss or damage howsoever arising.
8.2 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, non-deliveries, wrong delivery, and any and all service interruptions caused by Cloud Dialogs and its employees.
8.3 Refund at the option of Cloud Dialogs is the exclusive remedy if there is a defect.
Each party (“the receiving party”) shall at all times during the continuance of this Agreement and after its termination:-
9.1 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”);
9.2 not use the Information other than for the purposes of this Agreement;
10. FORCE MAJEURE
If 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.
11. GENERAL PROVISIONS
11.1 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.
11.2 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.
12. GOVERNING LAW
This 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.