Cloud Retail LTD Standard Terms of Business
TABLE OF CONTENTS
INTRODUCTION
1.1 Cloud Retail is a global software company dedicated to empowering businesses across diverse industries with innovative eCommerce solutions. Founded as Jiffy Grocery in 2020 and rebranded in 2023, Cloud Retail initially began as a grocery delivery service before evolving into a comprehensive provider of eCommerce software. Our expertise lies in developing tailored SaaS and on-premise solutions that streamline operations, enhance customer engagement, and drive profitability. From automated order management and real-time analytics to supply chain optimization and customer-centric applications, Cloud Retail equips businesses with the tools needed to thrive in today's competitive digital marketplace.
1.2 These standard terms ("Standard Terms") are the general terms that govern the relationship between Cloud Retail and you. Additional terms may apply to specific services provided by Cloud Retail in a particular project ("Particular Project"), as defined below. In these Standard Terms, "We" or "Us" refers to Cloud Retail providing services for any specific matter, and "You" refers to the person or entity receiving our services.
2.THE SERVICE
2.1 We will provide you with the services outlined in the Order Form ("Order Form"), which will be subject to Our standard terms and conditions. Any terms specified in the Order Form will also constitute part of the contractual agreement between Us and You. In the event of any inconsistency between the terms stated in the Order Form and Our standard terms of business, Our Standard Terms of Business shall take precedence.
2.2 You acknowledge and accept that We may, from time to time, engage third party contractors to undertake certain works necessary for the provision of the Service. Should this become necessary, You consent to the access and handling of its data by such third- party contractors, which will be carried out in accordance with Our Standard Terms of Business.
3.COMMENCEMENT & DURATION
3.1 Our agreement shall commence upon your signature of the Order Form. The duration of the contract will be stated in the Order Form. The agreement shall automatically renew for subsequent terms of the same duration unless either party provides written notice of termination at least three months prior to the expiry of the then-current term.
4.SETUP & INSTALLATION
4.1 We will perform the setup and installation of the Service-related software and equipment specified in the Order Form within the timeframe specified therein, starting from the date We receive the signed Order Form from You.
4.2 You shall provide full assistance to Us, including but not limited to access to premises, facilities, and support personnel, to enable Us to carry out the setup and installation.
4.3 You shall ensure Your workstation and IT facilities, including internet speed, are compatible with the requirements of the setup and installation.
4.2 You shall provide full assistance to Us, including but not limited to access to premises, facilities, and support personnel, to enable Us to carry out the setup and installation.
4.3 You shall ensure Your workstation and IT facilities, including internet speed, are compatible with the requirements of the setup and installation.
5.DATA STORAGE & HANDLING
5.1 We confirm the data obtained from You will be used for the provision of the Service.
5.2 Your data will be stored on the Dedicated Environment (“On Premise”) and Co-located Environment (“Saas”).
5.3 Your data will be managed by Our employees, contractors, and agents, strictly adhering to data protection legislation.
5.4 By signing the Order Form, You consent to the handling of Your data by Us in accordance with the terms stated above.
5.2 Your data will be stored on the Dedicated Environment (“On Premise”) and Co-located Environment (“Saas”).
5.3 Your data will be managed by Our employees, contractors, and agents, strictly adhering to data protection legislation.
5.4 By signing the Order Form, You consent to the handling of Your data by Us in accordance with the terms stated above.
6.INTELLECTUAL PROPERTY
6.1 Nothing in these terms shall affect Our rights, title, or interest in any Intellectual Property. You acknowledge and agree that Your use of the Service does not grant You any right or interest in any intellectual property owned by Us. Furthermore, You acknowledge and agree that any intellectual property created as a result of using the Service shall belong exclusively to Us.
7.TERRITORIAL SCOPE
7.1 Our services can only be used in the geographical area stipulated in Order Form.
8.RESPONSIBILITY TO BACKUP DATA
8.1 You shall be responsible for the data backup for the On-Premise service model. The data shall be backed up in accordance with Your security policy on the Dedicated Environment.
8.2 We shall be responsible for the data backup for the Saas service model.
8.2 We shall be responsible for the data backup for the Saas service model.
9.TECHNICAL SUPPORT
9.1 We shall provide You with technical support between (GMT+0) 9 am and 5 pm during Business days.
9.2 We shall aim to fix the reported problems within 48 hours of receipt of the complaint.
9.3 You accept that in some cases We may require longer time to fix the problem.
9.2 We shall aim to fix the reported problems within 48 hours of receipt of the complaint.
9.3 You accept that in some cases We may require longer time to fix the problem.
10.USER LICENSE
10.1 Subject to our standard terms and conditions, We provide You with a non-exclusive and non-transferable right to use Our services during the term of the Agreement. For the avoidance of doubt, You cannot sell, lend, permit or assign the right to use Our Software to any third party.
10.2 The right conferred at 10.1. is for the sole purpose of enabling You to use Our services for conducting Your business. All materials, software and know-how received by You within the course of the Agreement can be used for this purpose only.
10.3 The number of user licenses will be stated in the Order Form.
10.4 The named user can access Our services through any device belonging to You.
10.2 The right conferred at 10.1. is for the sole purpose of enabling You to use Our services for conducting Your business. All materials, software and know-how received by You within the course of the Agreement can be used for this purpose only.
10.3 The number of user licenses will be stated in the Order Form.
10.4 The named user can access Our services through any device belonging to You.
11.CONFIDENTIALITY
11.1 Each Party (Receiving Party) agrees that it shall at all times (both during the term of this agreement and after its termination) keep confidential, and shall not without the prior written consent of the other Party (Disclosing Party) use (other than as permitted in clause 11.2) or disclose to any third Party (other than as permitted in clause 11.3), any Confidential Information of the Disclosing Party, unless such information:
a) was public knowledge or already known to the Receiving Party at the time of disclosure; or
b) subsequently becomes public knowledge other than by breach of this agreement;
11.2 The Receiving Party may use the Disclosing Party's Confidential Information in the performance of its obligations and the exercise of its rights under this agreement.
11.3 The Receiving Party may, to the extent necessary to implement the provisions of this agreement (but for no other reason), disclose the Disclosing Party's Confidential Information:
a) to any Prospective Contractor;
b) where necessary to comply with any law, regulation, order or legitimate request, to any relevant governmental or other authority or regulatory body;
c) where the Receiving Party is a body corporate, to any member of the same group of companies; or
d) to any employees, officers or representatives of the Receiving Party.
e) provided that, before any such disclosure the Disclosing Party shall make those persons aware of its obligations of confidentiality under this agreement
a) was public knowledge or already known to the Receiving Party at the time of disclosure; or
b) subsequently becomes public knowledge other than by breach of this agreement;
11.2 The Receiving Party may use the Disclosing Party's Confidential Information in the performance of its obligations and the exercise of its rights under this agreement.
11.3 The Receiving Party may, to the extent necessary to implement the provisions of this agreement (but for no other reason), disclose the Disclosing Party's Confidential Information:
a) to any Prospective Contractor;
b) where necessary to comply with any law, regulation, order or legitimate request, to any relevant governmental or other authority or regulatory body;
c) where the Receiving Party is a body corporate, to any member of the same group of companies; or
d) to any employees, officers or representatives of the Receiving Party.
e) provided that, before any such disclosure the Disclosing Party shall make those persons aware of its obligations of confidentiality under this agreement
12.MARKETING AND PUBLICITY CONSENT
12.1 By signing this Agreement, You consent to Cloud Retail using Your name, brand, logo, and any publicly available information about You for marketing and promotional purposes. This may include, but is not limited to, use on Cloud Retail's website, social media platforms, brochures, and other marketing materials.
12.2 You have the right to withdraw this consent at any time by providing Cloud Retail with written notice. Upon receipt of such notice, Cloud Retail shall cease using Your name, brand, logo, or any publicly available information in its marketing materials within 30 days, provided that any materials already published shall not need to be withdrawn.
12.3 This Clause does not affect any other rights or obligations regarding Confidential Information under this Agreement.
13.SUSPENSION OR MODIFICATION OF THE SERVICE
13.1 You acknowledge and accepts that We may suspend our services due to:
a) Breach of any of our terms by You.
b) Maintenance works. You will be given adequate notice prior to any work commencing.
13.2 You acknowledge and accept that modifications to the Service may be necessary from time to time, and We reserve the right to make such modifications as required. If it becomes necessary to modify the Service, We will provide You with advance notice to minimize any disruption to the services.
a) Breach of any of our terms by You.
b) Maintenance works. You will be given adequate notice prior to any work commencing.
13.2 You acknowledge and accept that modifications to the Service may be necessary from time to time, and We reserve the right to make such modifications as required. If it becomes necessary to modify the Service, We will provide You with advance notice to minimize any disruption to the services.
14.FORCE MAJEURE
14.1 We shall not be responsible for any delays or failure to perform arising from the acts that are beyond its control, including but not limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, earthquakes or other disasters and failure of suppliers to perform including telecommunication breakdowns or interruptions and power failures.
15.ACKNOWLEDGEMENT & WARRANTIES
15.1 We disclaim all warranties of any kind to the extent permitted by the law and unless expressly stated otherwise in our Standard Terms of Business.
15.2 You acknowledge that:
a) We do not guarantee or warrant the fitness of the Service for any purpose other than the particular purpose for which it is supplied;
b) You have conducted Your own due diligence in connection with the fitness and suitability of the Service.
c) The entire risk arising from the use of the Service remains with You.
d) The Service provided is on an “as is” and “as available” basis and We do not guarantee, represent or warrant that the use of the Service will be uninterrupted or error-free.
e) You are responsible for ensuring all licence users are fully familiar with the terms of this Agreement and comply with the same.
f) You will use the Service for the purpose intended.
g) You will not use the Service for the purpose not permitted by the law.
h) You will not use the Service in a way that may harm Our image.
16.TERMINATION
16.1 Nothing in these terms affects a Party's right to terminate the Agreement for a breach of a condition or significant term. For clarity, failure to make payment for the Service constitutes such a breach.
16.2 The term of the Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement or until all active Order Forms have expired (the "Term"). Each Order Form will specify its own duration.
16.3 Either Party may terminate this Agreement and all Order Forms if the other Party materially breaches this Agreement and does not remedy the breach within thirty (30) days of receiving written notice.
16.2 The term of the Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement or until all active Order Forms have expired (the "Term"). Each Order Form will specify its own duration.
16.3 Either Party may terminate this Agreement and all Order Forms if the other Party materially breaches this Agreement and does not remedy the breach within thirty (30) days of receiving written notice.
17.CONSEQUENCES OF TERMINATION
17.1 Other than as set out in this clause, neither Party shall have any further obligation to the other under this agreement after its termination.
17.2 Clauses 6 to 12 (inclusive) of our standard terms of business and any payment terms specified in the Order Form shall continue to apply after the termination of this agreement. All outstanding payments shall be settled in full.
17.3 Termination of this agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
18.LIMITATION OF LIABILITY
18.1 We acknowledge and accept that Our liability cannot be limited or excluded to the extent that such exclusion or limitation is not permissible by law. However, in all other circumstances, We shall not be liable for any losses arising from the use of the Service by You, Your employees, and agents, whether such liability arises in contract, tort, statute, or otherwise.
18.2 To the extent permitted by applicable law, Our total liability for any loss arising in any manner shall be limited to an amount equal to the payment made by You for the Service in the three months preceding the date on which the claim arose.
18.2 To the extent permitted by applicable law, Our total liability for any loss arising in any manner shall be limited to an amount equal to the payment made by You for the Service in the three months preceding the date on which the claim arose.
19.ENTIRE AGREEMENT
19.1 The agreement entered into by the parties constitutes the entire agreement between them and supersedes all previous drafts, agreements, arrangements, and understandings, whether written or oral, relating to its subject matter.
20.SEVERANCE
20.1 If any court or competent authority finds that any provision within Our Standard Terms of Business or Order Form (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent necessary, be deemed deleted. The validity and enforceability of the remaining provisions of Our terms shall not be affected.
20.2 If any provision of Our terms is found to be invalid, unenforceable, or illegal, but would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.
20.2 If any provision of Our terms is found to be invalid, unenforceable, or illegal, but would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.
21.NOTICES
21.1 Any notice or other communication required to be given by the parties shall be in writing and delivered personally, sent by pre-paid first-class post or recorded delivery, or by commercial courier, or by email to the address specified by the relevant Party.
22.VALUE-ADDED TAX (VAT)
22.1 All prices stated in contracts and order forms are exclusive of VAT, unless expressly stated otherwise. VAT will be applied at the prevailing UK rate at the point of checkout, where applicable.
23.LATE PAYMENT INTEREST
23.1 In the event of late payment, the Client shall be liable to pay interest on the overdue amount at a rate of 4% per annum above the Bank of England’s base rate, calculated on a daily basis from the due date until the date of actual payment, whether before or after judgment. The interest shall accrue automatically without the need for a formal demand. Any additional costs incurred in recovering the overdue amount shall also be payable by the Client.
24.WAIVER
24.1 No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. Furthermore, no single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
25.ASSIGNMENT
25.1 The Agreement is personal to the parties and neither Party shall assign, transfer, mortgage, charge, subcontract and deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the other Party.
26.VARIATION
26.1 No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
27.THIRD PARTY RIGHTS
27.1 No person other than a Party to the Agreement shall have any rights to enforce its terms
28.GOVERNING LAW & JURISDICTION
28.1 The Agreement between the parties and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales.
28.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.
28.3 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity, or termination, may be referred to and finally resolved by arbitration under the Rules of the LCIA (London Court of International Arbitration), which Rules are deemed to be incorporated by reference into this clause.
28.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.
28.3 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity, or termination, may be referred to and finally resolved by arbitration under the Rules of the LCIA (London Court of International Arbitration), which Rules are deemed to be incorporated by reference into this clause.