Terms of Service

These Terms of Service (“Terms”) govern your use of the CloudEmics IT Services website and any services provided by CloudEmics IT Services (“CloudEmics”, “we”, “us” or “our”) to you (“you” or the “Client”). By using our website or engaging our services, you agree to these Terms.

1. Our services

We provide cloud and infrastructure, website and hosting, software and automation, DevOps, managed IT and related technology services. The exact scope, deliverables, timelines and fees for each engagement will be set out in a written proposal, quotation, statement of work or invoice (each a “Service Agreement”). If a Service Agreement conflicts with these Terms, the Service Agreement applies for that engagement.

2. Website information

Content on this website is provided for general information only and does not constitute a binding offer or professional advice for your specific situation. We may update or change it at any time.

3. Quotations and changes in scope

Quotations are valid for 30 days unless stated otherwise. Work requested outside the agreed scope is a change request and may affect fees and timelines. We will confirm any such changes with you before proceeding.

4. Fees and payment

• Fees are as stated in the Service Agreement. Unless agreed otherwise, a deposit may be required before work begins, with the balance due on delivery or as invoiced.
• Invoices are payable within the period stated on the invoice. We may pause work or suspend managed services if payments are overdue, after giving you notice.
• Recurring services (such as hosting, maintenance or managed IT) are billed in advance for each billing period.
• Third-party costs such as domain registration, hosting, cloud usage, software licences and SSL certificates are charged in addition to our fees unless included in the quotation, and are subject to the provider's pricing, which may change.

5. Your responsibilities

To help us deliver successfully, you agree to:

• provide accurate information, content, access and timely feedback;
• ensure you own or have the right to use any content, materials, data or trademarks you provide to us;
• keep your own account credentials secure and tell us promptly about any suspected security issue;
• use the services lawfully and not for spam, fraud, illegal content or any activity that infringes others' rights; and
• comply with applicable data protection laws for any personal data held in your systems.

Delays caused by missing information, access or approvals may affect delivery timelines.

6. Third-party services

Many solutions rely on third-party platforms such as cloud providers, hosting companies, domain registrars, email services and software vendors. Your use of those platforms is subject to their own terms and policies. We are not responsible for their outages, price changes, policy changes, data loss or discontinued features, although we will reasonably assist you in managing such issues.

7. Backups and data

Unless backup management is expressly included in your Service Agreement, you are responsible for maintaining your own backups of your data, content and systems. Where backups are included, we will follow the agreed backup schedule but cannot guarantee that every item of data will be recoverable in every circumstance.

8. Security

We follow recognised good practice to build and manage secure systems. However, no system can be made completely secure, and we do not guarantee that services will be free from cyber attacks, unauthorised access, malware or vulnerabilities, particularly those arising from third-party software or from actions outside our control.

9. Service availability

We aim for high availability on services we manage. Any specific uptime or response-time commitments apply only where stated in your Service Agreement. Scheduled maintenance, third-party outages, internet failures and events beyond our reasonable control are excluded.

10. Intellectual property

• Once you have paid in full, you will own the final deliverables created specifically for you, such as your website design and custom content, unless the Service Agreement says otherwise.
• We keep ownership of our pre-existing tools, code libraries, templates, know-how and methods, and grant you a non-exclusive licence to use any of these that are built into your deliverables.
• Third-party software, themes, plugins and open-source components remain subject to their own licences.
• Unless you ask us not to, we may mention you as a client and briefly describe the work in our portfolio and marketing materials, without disclosing confidential information.

11. Confidentiality

Each party will keep the other's confidential information private and use it only for the purpose of the engagement, except where disclosure is required by law. This obligation continues after the engagement ends.

12. Warranties

We will perform the services with reasonable skill and care, in line with generally accepted industry standards. If a deliverable does not substantially match the agreed specification, please let us know within 14 days of delivery and we will correct it at no extra cost. Apart from this, and to the extent permitted by law, the services and website are provided “as is” and we make no other warranties, express or implied, including about fitness for a particular purpose or specific business results.

13. Limitation of liability

To the maximum extent permitted by law:

• we are not liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, business, goodwill or data, however caused; and
• our total liability arising from or relating to any engagement is limited to the fees you paid us for the specific service giving rise to the claim during the three (3) months before the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud.

14. Indemnity

You agree to indemnify CloudEmics against claims, losses and costs arising from content or materials you provide, your breach of these Terms, or your unlawful use of the services.

15. Term, cancellation and termination

• Either party may end a recurring service with 30 days' written notice, unless the Service Agreement specifies a different period.
• Either party may terminate immediately by written notice if the other materially breaches these Terms and does not fix the breach within 14 days of being notified.
• On termination, you will pay for work done and costs incurred up to the termination date. Deposits cover work already scheduled and are non-refundable once work has started, unless agreed otherwise in writing.
• On request and once payments are settled, we will reasonably help you transfer your website, data, domains or accounts to you or a new provider. Extensive migration work may be charged separately.

16. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including power or internet failures, natural disasters, government action, strikes, or failures of third-party providers.

17. Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria. Both parties will first try to resolve any dispute amicably through good-faith discussion. If that fails within 30 days, either party may refer the dispute to mediation, and failing that, to the courts of Lagos State, Nigeria.

18. Changes to these Terms

We may update these Terms from time to time. The version published on this page applies from its effective date. Changes will not affect Service Agreements already signed unless both parties agree.

19. Contact

CloudEmics IT Services, Lagos, Nigeria
Email: growthteam@cloudemics-it.com