TERMS OF SERVICE for CloudYourBusinessPro.com
Last updated on 09 December 2017.
www.cloudyourbusinesspro.com (the ”Website”) is owned and operated by Cloud Your Business Pro Limited, a company incorporated in England under company registration number 10856404 and with registered office situated at Amelia House, Crescent Road, Worthing, BN11 1QR (hereinafter referred to as the “Company”, ”we”, ”us”, ”our”).
The Company with the assistance of primarily freelancers provide a service for entrepreneurs and businesses to delegate a variety of business administration tasks such as Virtual Assistant Services (e.g., email, diary and appointment management, social media marketing, call handling, printing and posting and other tasks); and Specialist Services (e.g., project management, accounting package integration projects, graphic design, animation, business coaching and professional branding) (the ”Services”). By registering for our service via the Website, you confirm that you are acting for purposes of your trade, business or profession. The Services are not intended for carrying out domestic tasks or for private consumers.
ACCEPTANCE OF TERMS
These are our Terms of Service. They tell you (the “Client”, “you,” “your”) what we do and how we do it. By registering as a client on the Website or by accepting a proposal for our delivery of the Services to you, you indicate that you accept these terms and conditions, and the referenced policies, and that you agree to abide by them.
The Terms have been set up for our mutual benefit to ensure the quality of the Services. Violation of these rules constitutes a violation of the Terms of Service and may result in the termination of your account.
We reserve the right to revise these Terms and all linked information from time to time in our sole discretion by updating this posting or any linked information. Unless otherwise provided in such revision, the revised terms will take effect as of the “Last updated” date identified at the top of this page.
BY USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THE WEBSITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE, IS TO STOP USING THE WEBSITE AND/OR THOSE PARTICULAR PRODUCTS OR THE SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THE TERMS BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE WEBSITE OR BY YOU ACCEPTING A PROPOSAL FOR OUR DELIVERY OF THE SERVICES TO YOU; WHATEVER EVENT COMES FIRST.
All requests for tasks within the Services – regardless whether hourly based on-going service or package or project based service – that you wish us to manage for you must be communicated to us in the format of a brief, which specifies and defines the task to be completed by us. The brief must include a description of the job; the dead line for the completion of the task if applicable; all documents, information and materials provided by you relating to the services to be performed by us as specified in the brief; and any maximum allocation of time, which you wish to be drawn from your account in respect of that job. We will via the Website, email, SMS or by telephone confirm whether we can solve the task for you or whether changes are required for us to be able to handle the task.
You must accept that it shall be at our discretion whether we accept or decline to complete any job. Subsequent amendments can always be made to a task when we agree in writing.
We will try hard to complete any task within deadline. We will immediately notify you if we are unable to meet a deadline. We will in such case inform you of any additional estimated time necessary for us to complete the task. You will then have the possibility to purchase additional time for us to complete the task or instructing us to abandon the task without further obligation for us.
We strive to deliver the Services in the best possible manner and with reasonable skill and care. We shall use reasonable endeavours to solve the task for you within specified deadlines, however, deadlines shall be estimates and not of essence for the Services. The manner in which the Services shall be provided shall be at our discretion, and we shall have the right to regulate the scope of the Services at any time and to refuse to take on or complete any task without further justification.
In all matters relating to the Services the Client must co-operate with us and comply with all regulation; make sure that no intellectual property rights or other third party rights are infringed and not set tasks that might be illegal, offensive, or which might threaten the safety or harm anyone.
The Client agrees to indemnify us for and hold us harmless from any and all claims, obligations, losses, liabilities, and expenses arising from and/or related to any of Client’s acts or omissions in connection with the performance of any of its obligations under these Terms. This indemnification obligation will survive the Terms and Client’s use of the Website or our Services.
The Client registered on the Website acknowledges that it is itself fully responsible for maintaining the confidentiality of the username and password used to access its account on the Website. The Client must immediately notify us if it suspects misuse of its login details or account.
WARRANTIES AND LIMITATION OF LIABILITY
While we are constantly making significant efforts to screen and select the best freelancers to work on the tasks posed by our clients, we unfortunately cannot guarantee that all tasks will be solved in a flawless manner. Consequently, we make no warranties that the Services will 100% meet the Client’s requirements and be fully comprehensive; that the quality will meet the Client’s expectations; that the Website and/or the Services will be available 24/7, secure and/or free of errors; that the Services will be provided by a specific freelancer; and that the information and/or material provided by the Client will be protected against accidental loss, damage and/or disclosure, even though we take all reasonable precautions to protect such material.
To the maximum extent possible, we disclaim any and all implied warranties with regards to the Services; our delivery of the Services; and the freelancers; except as expressly specified in the Terms.
We limit our liability under the Terms, whether such liability arises in contract, breach of legal duty (including without limitation negligence) or otherwise, so that our maximum liability for all claims brought in connection with our provision of the Services under the Terms shall be limited to and shall not in aggregate exceed the total amount of the fees paid to us by the Client, who makes a claim, within one (1) month prior to the liability arising.
We make significant investments in the recruiting, training and supporting of our staff and freelancers. Through acceptance of the Terms, you acknowledge that we have agreements with each of our staff members and freelancers that any direct engagement with your freelancer outside the scope of business of the freelancer providing the Services through us will require our prior written consent.
Any agreement or attempted agreement between a Client and a freelancer provided by us, requiring payment be made outside of the Website or outside the payment system specified by us in connection with our services or service contract, constitutes a material breach of the Terms, and will give us the right to terminate our services and your account with immediate effect and without refund.
You also agree that for the duration of your subscription and/or registration as a client on the Website or directly with the Company and for a period of 12 months following the termination of any relationship with us for any reason, you shall not directly or indirectly solicit the services of the freelancer that was assigned to you by us at that time, or for any freelancer assigned to you for a period of up to 12 months preceding the termination of your relationship with us.
Should any solicitation become a significant factor resulting in one of our freelancers leaving his/her agreement or co-operation with us without our consent, you agree to pay us damages for our lost investment a one-time fee equivalent to the amount of revenue generated by the freelancer to us during the previous 12 months prior to the time of the solicitation; however a minimum of GBP £2,500 (plus VAT, where applicable).
CLIENT NOT SATISFIED WITH THE SERVICES
If the Client for whatever reason is not satisfied with the Services delivered or being delivered by us the Client should immediately contact our customer service team at [email protected] We will try to meet your wishes, and if you can substantiate that particular requirements of a task has not been met regardless of you having been charged for the time, we shall at our sole discretion have the option to either re-do the task or credit the time charged for the unsolved task or provide a discount on the project or package fee. In order for us to be able to deal with your objection, we will need to hear from you within 8 days of a) delivery or b) the time of the incidence giving rise to your objection; which ever comes first.
BILLING AND PAYMENTS
For all services provided on hourly basis we make sure that all time spent on delivering the Services for you is recorded by our staff and/or freelancers.
Our fees are quoted exclusive of VAT, which shall be added to our invoices at the appropriate rate for the Client.
For our Virtual Assistance Services we offer several levels of standard hourly packages plus custom packages payable on a retainer basis. Services must be paid by recurring monthly direct debit or card payment via our payment service providers. Hours are calculated at the end of each payment period and a report is sent to the Client and/or reported in a portal which the Client has access to. Clients can upgrade/ downgrade at any time – hours will be recalculated based on new hours selected and hourly rate. Payments must be made in advance of us delivering the Services. Each plan has a monthly hour limit. If these hours are unused by the next billing cycle, the hours will carry over to the next cycle.
For our Specialist Services some projects will be quoted individually based on the requirements of the Client and will require 50% deposit upfront prior to work commencing and 50% balance within 14 days of project signoff and completion. Some package deals are available for direct pre-payment through the Website or directly to the Company.
Through the Website, we currently offer the use of payment processing by Go-Cardless, Paypal or Stripe. Our choice of payment service providers is subject to change with immediate effect. For transactions directly with the Company we may offer other invoicing and payment options.
We reserve the right to regulate our fees at any time. We give notice of any such regulation 30 days prior to the date of change. In case the Client does not wish to accept the regulated fees the Client may, within 14 days of the date of such notice, terminate any agreement with us by written notice to us. Such termination shall take effect 14 days after the date of the termination notice.
If payment is not received in advance of the relevant Services being provided we reserve the right to suspend delivery of the Services until payment has been made in full. Any overdue amounts incurs interest of 5% per annum above HSBC Bank plc’s base rate from time to time. Such interest accrues on a daily basis from the due date until payment has been received of the overdue amount.
OWNERSHIP OF WORK PRODUCTS
While we own all intellectual property rights to the work products delivered by our staff and/or freelancers in connection with their delivery of the Services, we grant to you for your own personal use and internal commercial purposes a non-exclusive, royalty-free, perpetual, irrevocable, non-transferable license to use the work product.
CONFIDENTIALITY, PRIVACY AND DATA PROTECTION
We take reasonable technical and organisational measures to protect Client´s personal data and confidential information disclosed to us in connection with Client’s registration via the Website or directly with the Company and our provision of the Services, and all our freelancers are contractually bound by confidentiality provisions. However, we advise the Client not to submit tasks which contains sensitive or valuable personal or commercial data or that require processing of such data if this is not needed for the particular task and/or the effective co-operation between the Client and the freelancer.
We may disclose the Client’s confidential information to members of our group and to those of our freelancers who need to know the confidential information for the purposes of providing the Services. Client acknowledges that we do not have any liability to Client in respect of any losses arising out of Client’s provision directly to our freelancers of any such information. Should the Client wish to secure a higher level of confidentiality in the co-operation with the freelancer, the Client is free to provide a reasonable Non Disclosure Agreement (”NDA”) for the freelancer to sign; or alternatively ask the freelancer to sign a standard NDA prepared by us. However, the freelancer is not obligated to sign any NDA. In such case the Client can choose to work with another freelancer, who is willing to sign the NDA. We reserve the right to charge the Client a reasonable handling fee for serving as intermediary and procuring the NDA signed by the freelancer.
For the purposes of the Terms, confidential information means non-public information provided by you to us to keep secret. This includes personal information such as your name, credit card information, and similar information but does not include information that a) becomes generally available to the public by other means than by unauthorized disclosure by one of our staff or freelancers; b) was or becomes available to us on a non-confidential basis prior to your disclosure of the information to us; c) is independently developed by us without using your confidential information; or d) we are required to disclose by a warrant, subpoena or other request in an investigation or legal proceeding or where disclosure is necessary to protect our rights or property, or the rights or property of our staff and/or freelancers or our other clients.
The Virtual Assistant Service can be cancelled by either side at any time by notice of not less than one calendar week’s period. All cancellation requests will go into effect at the end of your current monthly subscription, and the balance of the membership subscription; i.e., non-used hours, will be refunded based on the time billed by the freelancer, who has worked as your Virtual Assistant.
To cancel, please contact our customer service team at [email protected] and ask us to cancel your subscription. For Specialist Services, possible refunds are determined by us at our sole discretion.
Without affecting any other right or remedy available we may terminate the delivery of the Services to the Client with immediate effect if a) the Client commits a material breach of any term of the Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 8 days after being notified to do so; b) the Client fails to pay any amount due under the Terms on the due date for payment and remains in default not less than 8 days after being notified to make such payment; c) the Client is affected by an event or process of insolvency, or ceases to conduct business; or d) the Client repeatedly breaches the Terms in such a manner as to reasonably justify the perception that the conduct of the Client is inconsistent with the Client having the intention or ability to give effect to the Terms.
We reserve the right to terminate the service of the Client at any time and for any other reason. Should this occur, we will give you a prorated refund at the standard monthly rate for any period for which you have already paid.
EFFECTS OF TERMINATION
Upon the termination of the agreement with us, all sums payable to us under the Terms shall become immediately due, and Client may cease to have access to any information or product in respect of any particular task under the Services.
Expiry or termination of the agreement under the Terms shall not affect any rights, remedies, liabilities or obligations of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of expiry or termination.
For the purposes of the Terms “Force Majeure” means in relation to either party any cause beyond the reasonable control of that party including, without limitation, any of the following:
- act of God;
- war, insurrection, riot, civil disturbance, acts of terrorism;
- fire, explosion, flood, storm;
- theft or malicious damage;
- strike, lock-out, or other industrial dispute (whether involving the workforce of the
party so prevented or any other party), third party injunction;
- national defence requirements, acts or regulations of national or local governments; or
- inability to obtain essential fuel, power, raw materials, labour, containers or transportation, accident, malfunction of machinery or apparatus, denial of export or import licences.
Neither party is to be liable to the other for failure to perform any obligation under this agreement to the extent that the failure is caused by Force Majeure, the effects of which could not have been reasonably anticipated or prevented by that party.
A party becoming aware of any Force Majeure must promptly notify the other of the relevant facts and any likely delay or other effect, and both parties shall use their best endeavours to mitigate the effects of the Force Majeure.
If the Force Majeure prevents, hinders or delays the affected party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure may terminate the agreement by giving 1 week’s written notice to the affected party.
CONTENT ON THE WEBSITE
Except for user submissions, all content on and/or used by the Website, including without limitation, the text, software, scripts, graphics, photographs, sounds, music, videos, compilations, interactive features and the like, and derivative works thereof (the ”Content”) and the trademarks, service marks and logos contained therein (the “Marks”), are owned by or licensed to us, and are subject to copyright and other intellectual property rights. The Content and user submissions on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of us and the respective owners of the user submissions. We reserve all of our rights in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content or user submissions of third parties obtained through the Website for any commercial purposes and/or any other purpose other than a purpose expressly permitted under the Terms. The use of any information learned through your use of the Website is limited to the express purposes set forth in the Terms; all other uses not expressly permitted by the Terms are strictly prohibited.
YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW. WE, OUR OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE, THE CONTENT, AND/OR USER SUBMISSIONS, AND/OR YOUR USE THEREOF AND YOUR USE OF THE SERVICES. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE, THE CONTENT, USER SUBMISSIONS, AND/OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES CONTAINED THEREIN OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, THE CONTENT, AND/OR USER SUBMISSIONS, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY OF THE CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR THE WEBSITE, THE CONTENT, AND/OR USER SUBMISSIONS, OR USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN THE CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE WEBSITE IS CONTROLLED AND OFFERED BY US FROM ITS FACILITIES IN THE UNITED KINGDOM. WE MAKE NO REPRESENTATIONS THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE WEBSITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
The rights and remedies provided under the Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
No exercise or failure to exercise or delay in exercising any right, power or remedy vested in us under or pursuant to the Terms shall constitute a waiver by us of that or any other right, power or remedy.
All Services are non-transferable. You cannot sell or give away tasks on your plan and you may not transfer ownership of your plan or account to any other party without the prior written approval by us. Notwithstanding the foregoing, the Client can transfer the Virtual Assistant Service to different physical persons within the Client’s organisation. We shall have the right to assign or transfer our rights and/or obligations pursuant to this agreement and the Terms, including for – but not limited to – the purposes of internal corporate reconstruction, re-organisation, merger or analogous proceedings, without the prior written consent of the Client.
A reference to writing or written includes e-mail and interaction through the Website.
If any part of a clause in the terms is found to be illegal or unenforceable at law, it shall be deemed to be void and of no force and effect to the extent necessary to bring such term within the provisions of any such applicable laws, and such provision as so modified and the balance of the provisions of this agreement shall be enforceable.
Nothing is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be interpreted and construed in accordance with English law, and the courts of England and Wales shall have exclusive jurisdiction over any claim or matter arising out of or in connection with this agreement.