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Terms and Conditions

Last updated: June 26, 2025

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These Terms and Conditions (“Terms”) govern your use of the Cloudect Limited website (“Website”) and outline the basic terms that apply if you engage Cloudect for our on-demand Root Cause Analysis service. Cloudect also offers Project Services and Managed Services, which are governed by separate agreements (Statements of Work, Service Definitions, and Master Service Agreement). By accessing or using the Website, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use the Website or engage our services.

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1. Privacy Policy

Our Privacy Policy is available on the Website. By using the Website, you acknowledge that you have read and understood the Privacy Policy and consent to the processing of your personal data as described therein.

 

2. Use of the Website

  1. Brochure-Only Site. This Website is intended for informational and promotional purposes only. It does not, by itself, create any contractual relationship between you and Cloudect.

  2. Permitted Use. You may view, download, and print pages and other content from the Website solely for your personal or internal business purposes.

  3. Prohibited Use. You agree not to:

    • Modify, reproduce, or distribute any part of the Website for commercial purposes;

    • Use automated means (e.g., robots, scrapers) to access or collect information from the Website without our express written permission;

    • Interfere with the Website’s functionality or security.

 

3. Intellectual Property

All content and materials on the Website - including text, graphics, logos, images, audio, video, and software - are owned or licensed by Cloudect and are protected by Irish and international intellectual property laws. You may not copy, reproduce, publicly display, or create derivative works from any Website content without our prior written consent.

 

4. Disclaimer

  1. “As Is” Basis. The Website and any content provided are offered “as is” and “as available,” without warranties of any kind.

  2. Accuracy of Information. While Cloudect strives to ensure that information on the Website is accurate and up to date, we do not guarantee that it is error-free or that it will meet your needs.

  3. Third-Party Links. The Website may contain links to third-party sites or resources. Cloudect does not endorse, control, or assume responsibility for the content or practices of such sites, and you access them at your own risk.

 

5. Services Overview

Cloudect offers three distinct service lines:

  1. Root Cause Analysis (RCA). An on-demand troubleshooting engagement governed by these Terms, with a “no fix, no fee” payment model.

  2. Project Services. Defined and governed by a separate Statement of Work (“SOW”) and Master Service Agreement (“MSA”).

  3. Managed Services. Defined by a Service Definition document and governed by the MSA.

Only the Root Cause Analysis service is governed by these Terms. Project Services and Managed Services require their own contractual documents; in the event of any conflict, the SOW, Service Definition, or MSA will prevail.

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No Cybersecurity or Managed Security Services

Cloudect Ltd provides cloud architecture, troubleshooting, and advisory services. While these may include recommendations related to security best practices in cloud environments, Cloudect Ltd does not provide cybersecurity services, penetration testing, continuous monitoring, managed security services, or breach response. Clients remain responsible for implementing and maintaining appropriate security controls and for seeking specialist cybersecurity advice where required.

 

6. Root Cause Analysis Service

  1. Engagement Process.

    • To request an RCA, contact us by phone, email, or the Website contact form. We will schedule an initial call to understand the issue.

    • Upon mutual agreement to proceed, Cloudect will perform a diagnostic assessment aimed at identifying and resolving the root cause of the reported issue.

  2. No Fix, No Fee.

    • If, after reasonable effort, Cloudect is unable to identify or resolve the issue (if applicable), no fee is charged for the RCA engagement.

    • If we successfully identify and resolve the issue ("resolve" if applicable - meaning if within our control e.g. not due to a 3rd party software product that requires a vendor fix), you agree to pay the agreed fee, which will be communicated to you before diagnostic work begins (minimum charge and additional daily rate depending on how long it takes).

  3. Scope Limitations.

    • RCA is intended for well-defined, discrete incidents. If, during the diagnostic process, it becomes clear that the effort required significantly exceeds the scope of an RCA and should transition into a larger engagement, Cloudect will notify you and propose moving to Project Services.

    • You agree to provide all reasonable access, information, and cooperation necessary for Cloudect to conduct the RCA in an efficient manner.

  4. Payment.

    • Fees for successfully resolved RCAs are due within 30 days upon issuance of our invoice, which will be sent upon resolution.

    • Cloudect reserves the right to suspend any future services until outstanding invoices are settled.

  5. Termination of RCA.

    • Either party may terminate the RCA engagement at any time by providing written notice (including email). If the issue was not resolved before termination, no fee is due.

    • Sections 9 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), 13 (Termination of Engagements), 14 (Governing Law), and 15 (Dispute Resolution) shall survive any termination.

 

7. Project Services

  1. Separate Agreement Required. Project Services (such as migrations, architecture design, or other multi-phase engagements) will only commence after a mutually signed SOW and MSA.

  2. Scope and Fees. The SOW and MSA will define the scope of work, deliverables, timeline, milestones, payment schedule, and any other applicable terms or conditions.

  3. Commencement. No Project Services work shall begin until both parties have signed the SOW and MSA.

  4. Invoices and Payment Terms. Fees and payment terms for Project Services are set out in the SOW or MSA. Any late payment remedies will be as specified in those documents.

  5. Deliverables and Acceptance. Unless the SOW specifies otherwise, deliverables are deemed accepted if you do not provide written notice of rejection within thirty (30) days of delivery, specifying the non-conformities. If you reject deliverables, Cloudect will correct and re-deliver up to two times; if deliverables remain non-conforming after the second re-delivery, both parties will discuss next steps in good faith.

 

8. Managed Services

  1. Service Definition and MSA. Managed Services (such as ongoing monitoring, support, or operation of your cloud environment) are defined in a separate Service Definition document and governed by the MSA.

  2. Scope and Fees. The Service Definition and MSA will detail service levels, responsibilities, fees, payment terms, and any applicable SLAs.

  3. Term and Renewal. Managed Services agreements typically run for a fixed term and will renew as specified in the MSA.

  4. Termination. Either party may terminate Managed Services as provided in the MSA. Upon termination, you shall pay any outstanding fees incurred through the termination date.

 

9. Confidentiality

  1. Definition. “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with Services, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

  2. Obligations of Receiving Party. The Receiving Party shall:

    • Use the Disclosing Party’s Confidential Information solely to perform its obligations under these Terms, SOW, Service Definition, or MSA;

    • Disclose Confidential Information only to employees, contractors, or advisers who need access for those purposes, provided they are bound by confidentiality obligations no less protective than these;

    • Protect Confidential Information with at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

  3. Exclusions. Confidential Information does not include information that:

    • Is or becomes publicly available through no breach of any obligation of confidentiality;

    • Was already known to the Receiving Party without restriction on disclosure at the time of disclosure by the Disclosing Party;

    • Is lawfully received from a third party who has the right to disclose it without breach of any obligation to the Disclosing Party; or

    • Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

  4. Compelled Disclosure. If the Receiving Party is compelled by law or court order to disclose Confidential Information, it will provide the Disclosing Party with prompt notice (to the extent permitted by law) so that the Disclosing Party may seek a protective order or other remedy. Disclosure will be limited to the minimum required.

 

10. Disclaimer

  1. Performance Standard. Cloudect will perform all Services with reasonable skill and care, in accordance with prevailing professional standards in the cloud consultancy industry.

  2. No Guarantee of Specific Outcomes. Although we intend to deliver professional services that address your issues, Cloudect does not guarantee any specific performance metrics, cost savings, or business outcomes.

  3. Third-Party Dependencies. Successful service delivery may depend on third-party providers (e.g., cloud platform vendors). Cloudect cannot guarantee continuous uptime or cooperation from such third parties.

  4. Client’s Responsibility. You remain responsible for verifying that all recommendations or deliverables we provide align with your internal policies, regulatory requirements, and technical environment.

 

11. Limitation of Liability

  1. Exclusions. Nothing in these Terms limits either party’s liability for:

    • Death or personal injury caused by its negligence;

    • Fraud or fraudulent misrepresentation;

    • Wilful misconduct; or

    • Any liability that cannot be excluded or limited under applicable law.

  2. Aggregate Liability Cap. Subject to Section 11.1, Cloudect’s total aggregate liability to you for all claims arising out of or relating to any Service (whether RCA, Project Services, or Managed Services) shall not exceed the total fees you actually paid to Cloudect for that specific engagement.

  3. No Consequential or Indirect Damages. In no event shall Cloudect be liable for any:

    • Indirect, incidental, special, punitive, or consequential damages (including but not limited to loss of profits, revenue, data, or business opportunities), even if Cloudect has been advised of the possibility of such damages.

  4. Time to File. You must bring any claim against Cloudect arising from these Terms within twelve (12) months after the cause of action arose, or the claim will be forever barred.

 

12. Indemnification

You agree to indemnify, defend, and hold harmless Cloudect and its officers, directors, employees, contractors, and agents (collectively, “Cloudect Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to:

  1. Your breach of these Terms, any SOW, Service Definition, or MSA;

  2. Your violation of any applicable law or third-party right (including intellectual property or data privacy rights);

  3. Your use of deliverables, advice, or recommendations provided by Cloudect; or

  4. Any negligent or wilful acts or omissions by you.

 

13. Termination of Engagements

  1. Termination by You.

    • RCA: You may terminate an RCA engagement at any time by giving written notice (including email). If the issue is not resolved before termination, no fee is due.

    • Project and Managed Services: Termination rights and obligations are governed by the applicable SOW, Service Definition, or MSA. You remain responsible for all fees and expenses incurred through the date of termination.

  2. Termination by Cloudect. Cloudect may terminate any engagement (RCA, Project Services, or Managed Services) at any time and for any reason by providing written notice to you. In addition, Cloudect may terminate immediately if you:

    • Fail to pay any undisputed fees due and fail to resolve the payment within fifteen (15) days after receiving written notice;

    • Materially breach these Terms or the applicable SOW, Service Definition, or MSA and fail to resolve the breach within fifteen (15) days after receiving written notice; or

    • Become insolvent or subject to bankruptcy or similar proceedings.

    Upon termination, you shall immediately pay all outstanding fees for services performed through the date of termination.

  3. Effect of Termination. Upon termination of any engagement:

    • All rights and licences granted to you under these Terms, any SOW, Service Definition, or MSA shall immediately cease;

    • You shall return or destroy all Cloudect confidential materials in your possession;

    • Sections 4 (Intellectual Property), 9 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), 13

    • (Termination of Engagements), 14 (Governing Law), and 15 (Dispute Resolution) shall survive termination.

 

14. Governing Law and Jurisdiction

These Terms and any disputes arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of Ireland. You agree to submit to the exclusive jurisdiction of the Irish courts to resolve any dispute or claim arising from these Terms.

 

15. Dispute Resolution

  1. Good Faith Negotiation. Prior to initiating any formal proceedings, parties shall attempt in good faith to resolve disputes by direct negotiation between senior representatives.

  2. Mediation. If negotiation fails within thirty (30) days of written notice of dispute, either party may request mediation under a recognised mediation service in Dublin, Ireland. Each party will bear its own costs; mediator’s fees will be shared equally.

  3. Litigation. If mediation is not initiated within sixty (60) days of notice of dispute or fails to resolve the matter within thirty (30) days of initiation, either party may commence litigation in the courts of Ireland.

 

16. Changes to These Terms

Cloudect reserves the right to modify these Terms at any time. We will post notice of material changes on the Website at least thirty (30) days before they take effect. Your continued use of the Website after such changes constitutes acceptance of the revised Terms. If you do not agree to any changes, discontinue use of the Website immediately.

 

17. General Provisions

  1. Severability. If any provision of these Terms is held to be invalid or unenforceable under applicable law, that provision shall be deemed severed, and the remaining provisions shall continue in full force and effect.

  2. No Waiver. No delay or failure by Cloudect to exercise any right or remedy under these Terms shall operate as a waiver of that right or remedy.

  3. Assignment. You may not assign or transfer any rights or obligations under these Terms without prior written consent from Cloudect. Cloudect may assign these Terms to an affiliate or successor entity without restriction.

  4. Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, strikes, governmental orders, pandemics, or civil unrest.

  5. Notices. Any notice required or permitted under these Terms shall be in writing and delivered by email (with read receipt), certified mail (return receipt requested), or courier. Notices to Cloudect should be sent to:

    Cloudect Limited, Attn: Legal Department, 6 Fern Road, Sandyford, Dublin 18, Ireland, D18FP98
    Email: legal@cloudect.com

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18. Data Processing Agreement (DPA)

To the extent Cloudect Limited processes personal data on your behalf during the course of providing the Root Cause Analysis service or any other services, Cloudect shall be deemed a data processor and you the data controller (as defined under the GDPR). In such cases, the terms set out in our Data Processing Agreement Schedule shall apply and are incorporated into these Terms by reference.

It is your responsibility to ensure that you have the necessary authority and legal basis to share personal data with Cloudect for the purposes of troubleshooting and support.

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By accessing or using the Website, you acknowledge that you have read, understood, and agree to these Terms and Conditions.

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