These terms and conditions ("Terms") govern the supply of bespoke software design, development, hosting and support services ("Services") by Cloud Supreme Limited, a company registered in England and Wales under company number [00000000], whose registered office is at [registered address] ("we", "us", "our"), trading as Nimbus, to the client named in the relevant order or proposal ("you", "the Client"). By accepting a proposal, signing an order form, or paying a deposit or first instalment, you agree to these Terms.
"Order" means the proposal, quotation or order form describing the package, deliverables, fees and payment option agreed between us. "Package" means the Essential, Professional, Advanced or Custom build described on our website or in your Order. "Minimum Term" means the fixed period stated for a monthly payment plan (currently 24 months unless stated otherwise in your Order). "Total Contract Value" means the deposit plus the total of all monthly instalments payable across the Minimum Term.
We design, build, host and support bespoke software tailored to your business. The specific features, modules, user limits, integrations and support level included in your Package are those set out in your Order. Anything not expressly included is out of scope and may be quoted separately.
Quotations are valid for [30] days unless stated otherwise. Work begins once you have accepted the Order and paid any deposit or first instalment due. Changes to the agreed scope ("Change Requests") will be quoted and must be agreed in writing before we carry them out, and may affect timelines and fees.
Fees are stated in your Order. Cloud Supreme Limited is not currently registered for VAT, so no VAT is charged on our fees. If we become VAT registered, VAT will be added at the prevailing rate to fees invoiced on or after the date of registration, and we will notify you in advance.
You may pay for a Package in one of two ways:
All invoices are payable within 14 days of the invoice date unless a different schedule is stated in your Order.
If you choose to pay monthly, the following apply:
If any payment is not received by its due date, or a Direct Debit collection fails:
Suspension of the Services for non-payment does not reduce or pause the instalments you owe.
Where your Package includes hosting, we will host the software on our own Cloud Supreme infrastructure (using secure UK-based hosting providers) and use reasonable endeavours to meet the uptime and support levels stated in your Order. Hosting and support continue for as long as your account is in good standing and all fees are paid.
Unless your Order states otherwise, on full payment of all fees due for a Package you receive a [perpetual, non-exclusive licence to use / ownership of] the bespoke software built for you. We retain ownership of our pre-existing tools, frameworks, libraries and know-how, and of any general components we reuse across clients. You retain ownership of your own data, content and trade marks.
You agree to provide, promptly, the information, content, approvals and access we reasonably need to deliver the Services, and to keep any credentials secure. Delays caused by late Client input may affect timelines and are not our responsibility.
We will provide the Services with reasonable skill and care. To the fullest extent permitted by law, we exclude all other warranties. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or anything else that cannot lawfully be limited. Subject to that, our total liability arising out of or in connection with the Services is limited to the total fees paid by you for the relevant Package in the [12] months before the claim, and we are not liable for loss of profit, revenue, data or anticipated savings, or for indirect or consequential loss.
Either party may terminate for material breach that is not remedied within [30] days of written notice, or on the other party's insolvency. If you are on a monthly plan and you terminate other than for our unremedied material breach, or we terminate for your material breach (including non-payment), the remaining balance of the Total Contract Value for the Minimum Term becomes immediately payable in accordance with section 5. On termination we may suspend or withdraw hosting and access to the software once any sums due have been settled. Provisions intended to survive termination (including payment, intellectual property and liability) continue in force.
Each party will comply with the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf as part of the Services, we do so as your processor in accordance with our Privacy Policy and any data processing terms in your Order. See our Privacy Policy for how we handle personal data.
These Terms, together with your Order, form the entire agreement between us and supersede any prior discussions. If any provision is found unenforceable, the rest remain in force. We may update these Terms from time to time; the version in force is the one published on this page at the date of your Order. These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Questions about these Terms: sales@cloudsupreme.co.uk, Cloud Supreme Limited, [registered address].