Terms of Service

Welcome to The Cloud Firm. These Terms of Service ("Terms") govern your use of our website (www.thecloudfirm.com.au) and your engagement of our services.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

These Terms should be read in conjunction with our Privacy Policy, which explains how we handle your personal information.

The Cloud Firm refers to The Cloud Firm, an Australian business providing Microsoft cloud consulting services.

Use of Our Website

Permitted Use

You may use our website for:

• Browsing information about our services
• Contacting us through our contact form
• Accessing resources we make available

Prohibited Use

You must not:

• Use our website for any unlawful purpose
• Attempt to gain unauthorised access to our systems
• Interfere with the proper functioning of our website
• Copy, reproduce, or distribute our content without permission
• Use automated tools to scrape or extract content
• Upload malicious code or attempt to compromise security
• Impersonate any person or entity
• Use our website in any way that could damage our reputation

Intellectual Property

All content on our website—including text, graphics, logos, images, and software—is the property of The Cloud Firm or our licensors and is protected by Australian and international intellectual property laws.

Limited License: We grant you a limited, non-exclusive, non-transferable license to access and view our website for personal, non-commercial purposes.

Third-Party Links

Our website may contain links to third-party websites. We are not responsible for the content, accuracy, or practices of these websites. Links do not imply endorsement.

Engagement of Services

Service Agreements

Separate Agreements: When you engage our services, we will enter into a separate service agreement (such as a Statement of Work, Proposal, or Contract) that specifies scope of services, deliverables, timeline, pricing and payment terms, and specific terms and conditions.

Precedence: In the event of conflict between these Terms and a specific service agreement, the service agreement will prevail for that engagement.

Proposals and Quotations

• Validity: Unless otherwise stated, proposals and quotations are valid for 30 days from the date of issue.
• Acceptance: A proposal becomes binding when you provide written acceptance (including email) or when we commence work with your knowledge and consent.
• Changes: Changes to scope, timeline, or deliverables after acceptance may require a variation agreement and may affect pricing.

Professional Services

• Standard of Care: We will provide services with reasonable care and skill, consistent with industry standards for IT consulting services.
• No Guarantee of Outcomes: While we strive to achieve agreed outcomes, we cannot guarantee specific results. Technology projects involve variables outside our control.
• Your Responsibilities: Successful delivery often depends on your cooperation, including providing timely access to systems and information, making decisions within agreed timeframes, and allocating appropriate internal resources.

Payment

Invoicing

Invoice Frequency: Unless otherwise agreed, we invoice:

• Fixed-price projects: According to milestone schedule
• Time and materials: Monthly in arrears
• Retainers: Monthly in advance

Payment Terms

• Due Date: Payment is due within 14 days of invoice date, unless otherwise agreed in writing.
• Payment Method: We accept payment by bank transfer (EFT) or credit card (fees may apply).
• Currency: All amounts are in Australian Dollars (AUD) unless otherwise specified.

Late Payment

• Interest: We reserve the right to charge interest on overdue amounts at 2% per month (or the maximum rate permitted by law, if lower).
• Suspension: We may suspend services if payment is overdue by more than 30 days.
• Recovery Costs: You agree to pay reasonable costs incurred in recovering overdue amounts.

Expenses

Unless included in a fixed price, reasonable expenses incurred in delivering services (such as travel, accommodation, or third-party services) will be invoiced separately with supporting documentation.

Intellectual Property Rights

Your Materials

You retain ownership of all materials, data, and intellectual property you provide to us ("Your Materials"). You grant us a license to use Your Materials solely for the purpose of providing services to you.

Our Materials

We retain ownership of:

• Our pre-existing intellectual property
• Methodologies, frameworks, and tools we have developed
• Generic templates and documentation
• Knowledge and expertise we apply to your project

Deliverables

Custom Deliverables: Unless otherwise agreed, upon full payment, you will own deliverables created specifically for you (such as custom documentation, configurations, and designs specific to your organisation).

Exceptions: You will not own our underlying tools, templates, or methodologies; third-party intellectual property (e.g., Microsoft products); or generic components that could apply to other clients.

License: Where we retain ownership, we grant you a perpetual, non-exclusive license to use deliverables for your internal business purposes.

Third-Party IP

Our services may involve third-party products (particularly Microsoft products). Your use of third-party products is subject to the applicable third-party license terms.

Confidentiality

Both parties agree to protect confidential information.

Confidential Information

"Confidential Information" includes:

• Business information, strategies, and plans
• Technical information and system details
• Financial information and pricing
• Personal information
• Any information marked as confidential
• Any information that a reasonable person would consider confidential

Obligations

Both parties agree to:

• Keep Confidential Information confidential
• Use Confidential Information only for the purpose of the engagement
• Not disclose Confidential Information to third parties without consent
• Take reasonable steps to protect Confidential Information
• Return or destroy Confidential Information upon request or termination

Duration

Confidentiality obligations survive termination of our engagement and continue for 3 years thereafter, or indefinitely for trade secrets.

Warranties and Disclaimers

Our Warranties

We warrant that:

• We will provide services with reasonable care and skill
• We have the right to enter into agreements and provide services
• Our personnel have appropriate skills and qualifications
• We will comply with applicable laws in providing services

Disclaimers

• Website: Our website is provided "as is" without warranty of any kind. We do not warrant that our website will be uninterrupted, error-free, or free from viruses.
• Information: Information on our website is general in nature and should not be relied upon as professional advice for your specific circumstances.
• Third-Party Products: We do not warrant third-party products (including Microsoft products). Such products are subject to their own warranties.
• Results: We do not guarantee specific outcomes, results, or benefits from our services.

Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any rights you may have under the Australian Consumer Law that cannot be excluded, restricted, or modified by agreement.

Limitation of Liability

Liability Cap

To the maximum extent permitted by law, our total liability to you for any claims arising from or related to our services is limited to the fees paid by you for the specific services giving rise to the claim.

Exclusion of Consequential Loss

To the maximum extent permitted by law, we are not liable for:

• Loss of profits, revenue, or business
• Loss of data or data corruption
• Loss of goodwill or reputation
• Indirect, consequential, or incidental damages
• Damages arising from third-party claims

Exceptions

These limitations do not apply to:

• Liability that cannot be excluded by law
• Liability arising from fraud or wilful misconduct
• Liability arising from gross negligence
• Breach of confidentiality obligations

Time Limit

Any claim must be brought within 12 months of the event giving rise to the claim.

Indemnification

Your Indemnity

You agree to indemnify and hold harmless The Cloud Firm, our officers, employees, and contractors from any claims, losses, or damages arising from:

• Your breach of these Terms
• Your misuse of our services or deliverables
• Your violation of any third-party rights
• Your provision of inaccurate or incomplete information

Our Indemnity

We agree to indemnify you from claims arising from our breach of confidentiality obligations regarding your information.

Termination

Termination of Website Access

We may terminate or suspend your access to our website at any time, without notice, for any reason.

Termination of Services

By Either Party: Either party may terminate a service engagement:

• In accordance with the terms of the specific service agreement
• Immediately, if the other party materially breaches and fails to remedy within 14 days of notice
• Immediately, if the other party becomes insolvent or bankrupt

Effect of Termination:

• You must pay for services provided up to termination
• We will deliver any completed deliverables upon payment
• Both parties must return or destroy Confidential Information
• Provisions that should survive (confidentiality, liability, IP) will survive

Dispute Resolution

Good Faith Resolution

Before pursuing formal dispute resolution, both parties agree to attempt to resolve disputes through good faith negotiation.

Mediation

If negotiation is unsuccessful, either party may refer the dispute to mediation administered by the Australian Disputes Centre or another agreed mediator. The costs of mediation will be shared equally.

Litigation

If mediation is unsuccessful, either party may pursue the dispute in the courts of Victoria, Australia. Both parties submit to the non-exclusive jurisdiction of those courts.

Continued Performance

Unless the dispute relates to payment, both parties will continue to perform their obligations during the dispute resolution process.

General Provisions

Governing Law

These Terms are governed by the laws of Victoria, Australia.

Entire Agreement

These Terms, together with our Privacy Policy and any specific service agreements, constitute the entire agreement between you and The Cloud Firm regarding the subject matter.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Assignment

You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights and obligations to a successor or affiliate.

Notices

Notices under these Terms should be sent to:

• To us: support@thecloudfirm.com.au
• To you: The email address you have provided to us

Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or infrastructure failures.

Relationship

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between us.

Contact Us

If you have questions about these Terms, please contact us:

• Email: support@thecloudfirm.com.au
• Phone: +61 410 141 848
• Website: www.thecloudfirm.com.au