CloudBuy Limited e2Class™ Licence Agreement

CloudBuy Limited expects orders to be placed electronically, and the preferred mechanism is purchasing card or credit card.

CloudBuy Limited reserves the right to charge £50 for account creation, £10 invoices and statements, for those customers that do not pay by credit card.

CloudBuy Limited™ Web Site Licence Agreement

CloudBuy Limited Ecommerce Website Terms and Conditions of Supply

1. THIS AGREEMENT is made BETWEEN: CloudBuy Limited of 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ (incorporated in England under reg. no 08807850) ('we ') and the business as identified on the Online Registration Process (“you”).

2. TERMS OF WEBSITE USE

2.1 This page (together with the documents referred to on it) tells you the terms and conditions on which we supply to you any of the ecommerce services (Services) listed on CloudBuy Limited’s eCommerce website (our site). Please read these terms and conditions carefully before ordering any Services from our site. You should understand that by ordering any of our Services, you agree to be bound by these terms and conditions.

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

3. YOUR STATUS

By placing an order for a Service through our site, you warrant that:

(a) You are not a consumer, but a business user;
(b) You are legally capable of entering into binding contracts; and
(c) You are at least 18 years old.

4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

After placing an order for a Service, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Service. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the order has been accepted. (the Order Confirmation). The contract between us (Contract) will only be formed when we send you the Order Confirmation.

5. ACCESSING OUR SITE

5.1 Subject to these terms and conditions we grant to you a non-exclusive, non-transferable right to use our site to receive the Service that you have ordered. A description of the Service that you have ordered can be found on our site.

5.2 Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.

5.3 From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.

5.4 Without prejudice to paragraph 5.3, we shall use our reasonable endeavours to ensure that our site is functional at all times.

5.5 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.

5.6 When using our site, you must comply with the provisions of our acceptable use policy.

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

5.8 We reserve the rights to use your uploaded company logo and your company name in our promotional literature in both electronic and hardcopy format for promotional and advertising purposes.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it, with the exception of intellectual property rights in data supplied to the Company by the Client which will remain with the Client . Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

6.2 We retain control over the lay-out and positioning of your website pages used on our site in relation to the Services (Your Pages) and the right to place acknowledgments concerning the design, hosting and programming of your Pages on each page display. We reserve the right to take down Your Pages if you interfere with our acknowledgement in any way whatsoever and to terminate these terms and conditions forthwith.

6.3 Should you decide to transfer Your Pages to another provider, the content of Your Pages can be provided to you but we give no guarantee Your Pages will work independently without some adjustment. We will charge you for any such adjustment carried out by us at your request.

6.4 You must not modify the paper or digital copies of any materials on our site that 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.

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

6.6 You will fully and effectively indemnify us against any claims, demands, costs, professional fees and other expenses of any kind in relation to any breach by you of these terms and conditions and any breach or infringement of intellectual property rights whatsoever in relation to information you request us to put on Your Pages.

7. RELIANCE ON INFORMATION POSTED

Commentary and other materials posted on our site 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 site, or by anyone who may be informed of any of its contents.

8. OUR SITE CHANGES REGULARLY

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

9. PRICE AND PAYMENT

9.1 The price of any Services will be as quoted on our site from time to time, except in cases of obvious error. These prices exclude VAT, which will be added to the total amount due.

9.2 The ‘Joining Fee’ specified on our site is payable upon set up of the site (Set Up Date) and is not refundable. The ‘Annual Fee’ specified on our site is payable on each anniversary of the Set Up Date.

9.3 We will provide notice at 30, 20, 10 and 7 days prior to the expiry date of your Annual Fee. Such notice will be sent by email at your last recorded email address. It is your responsibility to us of any changes in contact details. In addition to notice, you will also receive an alert when logging into Your Pages If payment is not made immediately on receipt of the notice and, in any event, before the expiry date then we reserve the rights to turn off Your Pages website without further notice and without liability.

9.4 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Confirmation.

9.5 Our site contains a number of Services and it is always possible that, despite our best efforts, some of the Services listed on our site may be incorrectly priced. We will normally verify prices as part of our order confirmation procedures so that, where a Service's correct price is less than our stated price, we will charge the lower amount when confirming the order. If a Service’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before confirming the order, or reject your order and notify you of such rejection.

9.6 We are under no obligation to provide the Service to you at the incorrect (lower) price, even after we have sent you an Order Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.

9.7 Payment for all Services must be made within fourteen (14) days of receipt by you of an Order Confirmation.

10. OUR LIABILITY

10.1 We warrant to you that any Service purchased from us through our site is of satisfactory quality.

10.2 Our liability in connection with any Service purchased through our site is strictly limited to the purchase price of that Service.

10.3 This does not include 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.

10.4 We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

11. VIRUSES, HACKING AND OTHER OFFENCES

11.1 You must not misuse our site 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 site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

11.2 You agree and warrant that any and all material of every kind which you store or display on Your Pages or transmit using our equipment should at all times be free from any and all damaging software defects, including, but not limited to, viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful, which may cause software or hardware disruption and failure, significantly reduced computer operating speed or compromise any security system and that all such materials shall at all times comply with all laws, including, but not limited to, all European, National and local laws throughout the UK and your local laws.

11.3 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 site will cease immediately.

11.4 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 site or to your downloading of any material posted on it, or on any website linked to it.

12. TERMINATION WITHOUT CAUSE

These terms and conditions may be terminated by either party at any time upon 7 days written notice delivered to the address of the relevant party or sent by e-mail for CloudBuy Limited to support@cloudbuy.com or for you to your last recorded email address. On termination there will be no refunds of any fees paid.

13. WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic.

We will contact you by e-mail or provide you with information by posting notices on our website. 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.

You will receive an acknowledgement your communication and we aim to respond to all points of contact within 1 working day and aim to resolve any issues within 3 working days.

This condition does not affect your statutory rights.

14. NOTICES

All notices given by you to us must be given to CloudBuy Limited at 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in paragraph 13 above. 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. 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.

15. TRANSFER OF RIGHTS AND OBLIGATIONS

15.1 The contract between you and us is binding on you and us and on our respective successors and assigns.

15.2 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.

15.3 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.

16. EVENTS OUTSIDE OUR CONTROL

16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms and conditions or a Contract that is caused by events outside our reasonable control (Force Majeure Event).

16.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (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.

16.3 Our performance under these terms and conditions or 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. 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 these terms and conditions or any Contract may be performed despite the Force Majeure Event.

17. WAIVER

17.1 If we fail, at any time during the term of these terms and conditions, to insist upon strict performance of any of your obligations under 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.

17.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

17.3 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 paragraph 14 above.

18. 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.

19. ENTIRE AGREEMENT

19.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

19.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

19.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

20. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

20.1 We have the right to revise and amend these terms and conditions from time to time.

20.2 You will be subject to the policies and terms and conditions in force at the time that you order Services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Order Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Services).

21. LAW AND JURISDICTION

Contracts for the purchase of Services through our site will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

22. CLOUDBUY SITES MAY SET AND ACCESS COOKIES ON YOUR COMPUTER.

All Cookies used by the Web Site are used in accordance with the provisions of the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended by the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011.

These Cookies have been carefully chosen to facilitate certain functions and features of the Web Site. We also use Cookies for analytics purposes. These Cookies track your movements and activities on the Web Site and are designed to give us a better understanding of our users, thus enabling us to improve the Web Site and our services.

None of the Cookies set by the Web Site jeopardise your privacy in any way and no personal data is collected. By allowing the setting of our Cookies you are enabling us to provide the best possible experience and service to you through our Web Site. If you wish to deny your consent to the placing of Cookies, certain features of the Web Site may not function fully or as intended.

Certain features of the Web Site depend upon Cookies to function and are deemed, within the law, to be strictly necessary. You will not be asked for your consent to place these Cookies however you may still disable cookies via your web browser’s settings.

You can choose to enable or disable Cookies in your web browser. By default, your browser will accept Cookies, however this can be altered. For further details please consult the help menu in your browser. Disabling Cookies may prevent you from using the full range of Services available on the Web Site.

You may delete Cookies at any time however you may lose any information that enables you to access the Web Site more quickly.

It is recommended that you ensure that your internet browser is up-to-date and that you consult the help and guidance provided by the developer of your browser if you are unsure as to how to adjust your privacy settings.