Terms of Service
These Terms apply to new and existing customers as of January 1st, 2022.
(1) These General Terms of Service (hereafter also “terms”) shall be applied to service agreements between Pavol Malo, IT service provider registered at Lindengasse 56/18-19, 1070 Vienna, Austria with business license ID 34355060 (hereafter also “service provider”) and a party commissioning the provision of products and/or services via www.ucloudify.com (hereafter also “customer”). The service provider and the customer are hereafter referred to as “parties”.
§ 2 Services
(1) The subscription services provided include infrastructure management, system administration, and software as a service based on the customer’s subscription order. These services are charged monthly. Hereafter they are referred to as “subscription services”.
(2) Additional auxiliary services include custom software development, data analysis, and consulting. These services are provided based on an additional scope of work and cost estimate. They are charged based on work done at hourly rates or fixed fees, depending on the additional work of scope agreement. These services are hereafter referred to as “auxiliary services”.
§ 3 Commencement
(1) The subscription services commence after (a) the service terms have been agreed to and (b) all relevant information requested by the service provider has been provided by the customer and (c)the pre-payment for the current service period (one month) has been made. The service provider reserves the right to validate the information provided by the customer, especially in regard to the legal compliance of their business model, and refrain from service provision in case of suspected violations.
(2) The subscription services start with an onboarding period. During this period the systems are being adjusted and configured based on the customer’s business model. During this period limited availability is possible. The onboarding period takes up to two months from the commencement of the services.
(3) The auxiliary services start on the date name in the additional scope of work agreement.
§ 4 Interruptions
(1) The service provider reserves the right to reduce the accessibility of services if a substantial risk factor, such as an ongoing hacking attempt, arises. Scheduled interruptions, e.g. for the purpose of maintenance, will be announced by the service provider at least 48 hours in advance. The service provider reserves the right to interrupt the provision of all services if there is a suspected violation of the acceptable use (see § 6).
(2) The customer shall report any system errors and unanticipated interruptions via e-mail to firstname.lastname@example.org. The customer can be charged for fixing outages or recovering from data loss caused by their system modifications or non-compliant behavior. The amount charged shall be based on the current hourly rates of the service provider.
§ 5 Termination of Services
(1) The services can be terminated by either party at any time. The termination by the customer has to be sent to email@example.com. The termination by the service provider has to be sent to the contact e-mail address provided by the customer. The subscription services end at the end of the next month after the termination has been sent and delivered. The auxiliary service end with immediate effect.
§ 6 Acceptable Use
(1) The customer must comply with applicable laws and regulations. This includes compliant data privacy measures, a valid business license, and financial compliance. The customer must comply with the user instructions issued by the service provider. In case of a suspected breach of contract, the Customer shall provide reasonable cooperation with regard to investigations.
(2) The customer is not entitled to use the services for purposes that are deemed illegal or offensive by the service provider. The customer must receive written permission for each use case from the service provider to use the services for sending any mass communication, such as bulk e-mails. The customer may use and modify the operation of the services only within the limits of the user instructions. Use or modifications which may cause security risks are not permitted.
(3) The customer will be responsible for activities that occur within the access right provided to them, including actions taken by their employees and other representatives (hereafter also “users”) as well as their compliance with user instructions and these terms. The Customer must promptly notify the service provider if they suspect that an unauthorized third party is using or may have access to, the services provided.
(4) The customer may not resell the services provided or make any of the infrastructures provided to third parties without prior written permission by the service provider.
(5) The customer and/or third parties acting on their behalf are not allowed to reverse engineer any of the proprietary technology employed by the service provider or disclose any details in this regard to other parties.
§ 7 Privacy
(1) The service provider may process and keep records of data for the purposes of security. This includes access and usage logs of the systems supplied to the customer. Any data collected by the service provider will be treated as confidential.
(2) The service provider is entitled to keep any records required by law. This includes names, addresses, and registration numbers of the customer as well as any data needed for legal or financial records.
§ 8 Data Retention
(1) The Customer is responsible for making appropriate backup copies of their data for legal or other purposes.
(2) After termination of subscription services, the customer is responsible for making a copy of any data that should not be erased by the last day of service, i.e. the end of the following month after the termination. The service provider will schedule the final and irreversible deletion of the customer’s data within one month after the end of service.
(3) After the termination of auxiliary services, the service provider will make any data belonging to the customer available for download. This download will be available for a period of four weeks. The service provider will schedule the final and irreversible deletion of the customer’s data within one month after the end of this period.
§ 9 Change of Service
(1) The service provider is entitled to develop its services and business offerings. In case of a change of services, the service provider will notify the customer in advance.
(2) If the service provider considers that a change will have a material effect on the services, the customer will be notified at least one month before the change will come to an effect and reserve the customer a possibility to terminate the agreement.
§ 10 Price and Payment Terms
(1) The prices of the services are specified in the customer’s order. In the case of subscription services, the customer will be charged in advance for each month. Applicable value-added tax and other duties will be added to the prices unless the prices are specified VAT inclusive.
§ 11 Liability Limitations
(1) The service provider will not be liable for indirect damage or consequential damages caused to the customer. The total aggregate liability under or in connection with this agreement shall be limited to the aggregate service fee paid by the Customer for the service for the last six months preceding the occurrence for which damages are claimed. These limitations will not apply to damage caused by willful misconduct or gross negligence. In order to be valid and enforceable, all claims for damages must be made within 30 days from the date, the damage was or should reasonably have been noticed by the Customer.
(2) The services are provided on “as-is” and “as-available” basis, and the service provider will not give the customer any warranty or guarantee, express or implied, for the Service, including but without limitation to warranties of merchantability, fitness for any particular purpose, performance, or non-infringement. The parties expressly note that the service is not designed to be error-free or uninterrupted and therefore they are neither intended nor fit for purposes that require fail-safe performance.
§ 12 Governing Law and Jurisdiction
(1) This agreement shall be governed by the laws of Austria. The parties agree that any dispute regarding this contract or the services provided falls under the jurisdiction of the courts in Vienna, Austria.