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Terms and Conditions of Cloud Commerce Pro

Cloud Commerce Pro Ltd asks every customer to familiarise themselves with our terms and conditions of business before finalising their order with us.

Information about Cloud Commerce Pro

Cloud Commerce Pro Ltd is registered in England and Wales. Our registration details are:

CLOUD COMMERCE PRO LTD
MOORE AND SMALLEY LLP PRIORY CLOSE
ST MARYS GATE
LANCASTER
LANCASHIRE
LA1 1XB
Company No. 04918219
VAT No. GB 831 6197 28

From time to time we may refer to Cloud Commerce Pro Ltd as Cloud Commerce Pro or CCP. For the avoidance of doubt all references to the above or “the Service” or similar mean the services and products provided to you by Cloud Commerce Pro Ltd.

Account Terms

Cloud Commerce Pro is a business to business service. We do not sell services to the general public.

You must be 18 years or older to use this service. You must provide your full legal name, registered name and address of your business, current address, a valid email address, and any other information needed in order to complete the signup process. The email address you provide will be used as the primary method for communication for service notifications.

You are responsible for keeping any passwords we provide to you secure. Cloud Commerce Pro cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password. When using the Service or any email accounts provided as part of the Service you must not transmit any worms or viruses or any code of a destructive nature.

Any violation of the Terms of Service may result in termination of any services we provide.

General Condition

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy before you may become a client of Cloud Commerce Pro.

  1. You may not use the Cloud Commerce Pro service for any illegal or unauthorized purpose.
  2. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the permission by Cloud Commerce Pro.
  3. Your content may be transferred unencrypted and may be altered by Cloud Commerce Pro.

If you do not accept any of the terms contained within this document please do not use the Cloud Commerce Pro service.

The Service

Cloud Commerce Pro is a cloud based SAAS (Software as a Service) application provided to businesses to assist them in the efficient operation of their business. Our service can help streamline business processes and simplify many tasks.

Minimum Uptime

Cloud Commerce Pro undertakes to provide a minimum of 99.9 % uptime. This constitutes a minimum target, with our goal being to provide as close to 100% uptime as is possible given factors outside our control.  Cloud Commerce Pro integrates with more than a hundred partners who can create service issues that are out of our control. We tightly monitor our partners to ensure maximum uptime.

System Resilience

Cloud Commerce Pro maintains its service on multiple replicating servers, designed to maintain continuity in the event that one server goes down.

The CCP system is hosted on many load balanced and replicating web servers allowing us to make regular updates without taking the platform offline and providing considerable resilience to you. We also store data on a Microsoft SQL platform and your data is served live across a minimum of three replicating live databases with instant failover availability. We also store a further 5 days rolling standby databases.

Setup Service Scope

Our setup service includes the following steps, which will be carried out by our Support Team:

  • Creation of your account on our system
  • Integration with sales channels
  • Import, cleaning, and mapping of product data
  • Update & synchronise stock quantities
  • Set up Shipping Rules and labels
  • Integration with Couriers and Logistics Providers
  • Set up of Trade Channels
  • Creation of letter and invoice templates
  • Training of your team members for system use

Optional steps may include the set up of additional features and the design of a new website (see Website Design below).

Ongoing Service Scope

Maintenance and improvements to the service will be carried out by our Support Team between the hours of 7am and 5:30pm, Monday to Friday (Bank Holidays excluded). To log an issue with your account please call or email your Account Manager with a brief report of the issue. Our team will then investigate the issue and resolve it as quickly as possible.

The following Services are covered by this Agreement:

  • Manned telephone support
  • Monitored email support
  • Remote assistance where available

Customer Requirements

Customer responsibilities and/or requirements include:

  • Payment for all support costs as detailed below (in Service Subscriptions)
  • Reasonable availability of customer representative(s) when resolving requests or service related incidents

Support Response Times

Cloud Commerce Pro will respond to service-related incidents and/or requests submitted by the Customer within the following time frames:

  • We offer an immediate telephone response for all setup/support requests between the hours of 7am and 5.30pm Monday to Friday. We also provide 24-hour system monitoring.

Domain Names

Cloud Commerce Pro provide domain names registered on your behalf by a number of worldwide authorities.

Cloud Commerce Pro takes its obligations to domain registration very seriously and we will always endeavour to check that information provided by our customers is accurate and complete, including making our own validation checks on various public information sources. If you believe there has been any abuse of the domain registration process, please email support@www.cloudcommercepro.com with the subject 'DOMAIN ABUSE'. We will always respond within five working days.

If you wish to make a complaint about domain registration or any other matter, please write to:
The Managing Director, Cloud Commerce Pro Ltd, Telephone House, Fenton Street, Lancaster LA1 1AB.

Our terms and conditions are in addition to the appropriate domain registries terms.

Websites

We provide website design and hosting for a proportion of our customers. In addition, because we operate a cloud-based software service, we cannot at any time provide third party access to our code base. You should consider our software a “walled garden,” meaning only Cloud Commerce Pro can make changes to the code of our websites or business services. We do allow third parties to make changes to the design of websites on your behalf but only using the tools we provide for them. You or your third party will not be provided with access to modify HTML, CSS, Javascript or other underlying technologies other than in limited parts of the system. In addition, we never provide FTP access to our servers or hosting platforms. We do provide access to some web services for reporting, updating products and interacting with other services.

Our service is provided on an as-is basis. We believe by limiting access to certain clearly defined areas we can provide a better, more reliable service to all our customers. Cloud Commerce Pro is not a self-build or customisable service by the end user.

Website Design

CCP only build websites using WooCommerce which is based on the WordPress platform. This is the world leader in website provision and is an open source platform which is community developed and also very extensible through a combination of off the shelf plugins and employing developers to change the underlying code.

For the avoidance of doubt unless specifically stated in this document or any designated attached documents, CCP will not include the cost of any plugins that you require or more importantly if the plugins or the underlying code do not include a feature you specifically require we will not include the cost of that work unless it is detailed in this document.  Furthermore, CCP do not internally develop custom features for WordPress and subcontract this work to third parties.

We have no control over the availability or cost of altering current features or creating new ones.  If you are unsure in any way that the site will meet any specific requirements you must raise them before the commencement of the site design process or there will be additional costs incurred by the use of these third-party developers that you will be liable for.  Because WordPress is so extensible, many features are available at very low cost but if they are not, we take no responsibility for the cost of adding them.  WordPress is not a part of Cloud Commerce Pro, we are using the platform to build you a website you requested.  Please make yourself aware of any limitations of the platform.

Web Browsers

Cloud Commerce Pro Ltd makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers. The client agrees that Cloud Commerce Pro cannot guarantee correct functionality with all browser software across different operating systems.

Although we endeavour to support all new technologies as early as possible, Cloud Commerce Pro Ltd cannot accept responsibility for web pages that do not display correctly in new versions of browsers released after the website have been designed and handed over to the Client. As a general part of the Cloud Commerce Pro service, however, we do make regular updates to our software to incorporate changes we believe are in the interests of our clients. There is no charge outside of the normal service fee for these updates. Cloud Commerce Pro Ltd reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

Search Engine Listings

All sites will be designed with search engine optimisation in mind, but Cloud Commerce Pro Ltd is unable to make any guarantees about the success of any search engine positioning. We do not provide a full search engine optimisation service.

Your Customers’ Data

During the course of providing services on behalf of your business Cloud Commerce Pro will access certain information about your customers which will always remain entirely confidential. We always endeavour to protect our network from access by any outside parties. Our databases are secured using multilevel security and, as intended, can only be accessed from within our premises by the Cloud Commerce Pro team, except for normal customer interactions through the Cloud Commerce Pro web interface.

We do not ever store or transmit credit card details on or through our network. Cloud Commerce Pro only work with and recommend hosted payment providers, meaning at no point do we see or have an opportunity to store your customers’ credit card details. We do not provide services where customer card details are required to be stored on our network. All modern payment providers will give you an option to use a hosted solution which also reduces the burden of PCI compliance on your business.

GDPR Compliance

We recognise the requirements of GDPR legislation. We only download personal data necessary for the system to function, and we have where possible stopped storing data we don’t require.

Sale data must be maintained for a minimum of 6 years to comply with HMRC regulations regarding VAT reporting, so we retain this data for that period. Address label data is maintained for three weeks to allow sellers to reprint labels, and is then removed.

We do not store sensitive data. We encrypt all data behind secret keys using AES_256 encryption. All reasonable steps are taken to ensure data access is kept to a minimum.

We do not store financial data or special category data.

All data is stored in our highly secure data centres in Glasgow and London operated by our partner Iomart. Iomart is one of Europe’s leading data centre specialists. Their GDPR information is available here.

We share delivery information with couriers only for the purpose of processing an order through the system and creating shipping labels.

Data Backup

Cloud Commerce Pro takes care to make regular backups of both the systems and code that operate the Service and the data we build up during the normal course of operations. We also take regular (usually every 15 minutes) backups of customer data on your behalf.

Restoration of this data can only be provided in an emergency and not in the event of minor mistakes by you or people employed by you to operate your business. You should therefore take care that people working on your behalf are sufficiently trained to use the system.

Cloud Commerce Pro also provide a data extract feature that will allow you to extract your product data as often as you like. We strongly suggest our customers take regular backups via this method and store them in a secure place.

Our service is designed to enhance the operation of accounts with other services (for example Amazon or eBay) and you should also take reasonable steps to back up the data from these services.

Service Subscriptions

The payment for Cloud Commerce Pro services usually consists of both one-off fees and a monthly subscription fee, details of which will be provided in your proposal from us, and any changes to the service fee will be agreed in writing with you in advance. We do not operate any credit terms and it is your duty to ensure that we have a valid payment method to make any monthly subscriptions. Any additional up-front or in-contract fees are payable upon demand. There are no delayed payment options.

In the event that we have to take action to recover fees due to us we reserve the right to make a £50+VAT charge for each communication we have to make to you. In addition, we reserve the right to remove or suspend our service without notice after at least one reminder communication in writing (or by email) has been ignored or not actioned upon by you.

We do not ever intend to provide credit services. If you have any intention of not making or making late payments for services provided by us you should strongly consider not taking out a service with Cloud Commerce Pro Ltd.

Confidentiality & Publicity

Cloud Commerce Pro treats the security of its customers’ personal information very seriously, making sure that your privacy is protected at all times. The company will not disclose your personal information to anyone outside of our organisation under any circumstances unless authorised by you in writing (or by email) or if ordered to by a court that has jurisdiction in your country of business or in the United Kingdom. For the avoidance of doubt Cloud Commerce Pro will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so. This is in accordance with the Data Protection Act (1998).

We do not use third-party marketing services. We never share information for marketing purposes on our behalf.

Copyright

The Client retains the copyright to data, files and graphic logos provided by the Client and grant Cloud Commerce Pro Ltd the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party.

The Client is further responsible for granting Cloud Commerce Pro Ltd permission and rights for use of the same and agrees to indemnify and hold harmless Cloud Commerce Pro Ltd from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Cloud Commerce Pro Ltd that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

IP Rights

Cloud Commerce Pro shall own all rights, titles and interests, including all related Intellectual Property rights and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the service. The Cloud Commerce Pro name, Cloud Commerce Pro logo and the product names associated with the service are trademarks of Cloud Commerce Pro or third parties, and no right or license is granted to use them.

Acceptable Use Policy

Cloud Commerce Pro reserves the right to suspend or cancel a customer’s access to any or all of our services, where Cloud Commerce Pro decides that an account has been used inappropriately.

Inappropriate use includes but is not limited to:

  • Providing products that contains invalid or fraudulent details;
  • Providing products that suffer an unreasonable level of payment card charge backs or cancelled orders via our partners’ networks;
  • Attempting to resell or sublease any software or services without prior written permission;
  • Attempting to deny access to other users;
  • Using excessive server resources;
  • Using obscene, offensive or inflammatory language when contacting the company or dealing with the company on any public forum;
  • Infringing copyrights or trademarks;
  • Promoting or assisting any illegal activity

License from Customer to Distribute Product Information

Only for purposes related to, and limited to your use of the Cloud Commerce Pro Platform and Services and in order for Cloud Commerce Pro to provide any Services, you grant Cloud Commerce Pro all rights to use the Product Information. You must represent and warrant that the Product Information (a) is owned (or validly licensed for all uses required under the Agreement) by the customer or is in the public domain, (b) does not constitute defamation, libel, or obscenity, (c) does not result in any consumer fraud, product liability or breach of contract or cause injury to any third party and (d) does not contain any viruses, Trojan horses, worms, spyware, time bombs or other forms of malware or computer programming routines that are intended to interfere with or disrupt the Cloud Commerce Pro Platform. You are responsible for providing all Product Information in local languages (unless you are using Cloud Commerce Pro’s translation feature) and for providing buyer support in those local languages.

Payments, Refunds and Cancellations

Only persons older than 18 can make payments via our Debit and Credit card payment system. If you are younger than 18 you need to make alternative payment or have someone pay on your behalf. Payments for the Service must be made monthly in advance unless otherwise mutually agreed upon.

Customers are entitled to cancel a subscription at any time. To cancel a subscription, a customer will need to contact their Account Manager in writing. An account will remain active until next billing date is due and will be deactivated thereafter.

Cloud Commerce Pro usually charges a setup fee to cover many things including the costs of onboarding customers, server setup costs and much more.  Our setup fee is non-refundable in any circumstances once you have been assigned a project manager.  We do not operate a monthly or annual contract so there is no penalty if you wish to discontinue your service for any reason, however we will not make refunds for your setup fee. Please make sure before you pay your setup fee that you are satisfied that Cloud Commerce Pro will meet your needs.

Changes to Subscription Cost

Subscription costs are subject to change and are annually reviewed. Cloud Commerce Pro may increase or decrease subscription due to VAT changes, or as a result of changes in our business strategy, market changes or rising demand for our products and services. In the event that VAT is increased or decreased, Cloud Commerce Pro will act accordingly to adjust that VAT difference for our prices and services.

If Cloud Commerce Pro decide to revise prices for products and services, subscribed customers will not be affected for the period of 12 months from their original subscription date (except for changes in VAT or other taxes we are obliged to make by law). Once a customer has completed 12 months service, they will be affected by our normal price changes if they wish to continue the Service.

Disclaimers and Warranties

The service is provided to the customer on an “as is” basis. Cloud Commerce Pro does not warrant that the operation of the service will be uninterrupted or error-free.

Except as expressly and specifically provided in this agreement, the customer assumes sole responsibility for results obtained from the use of the services, software, and documentation by the customer, and for conclusions drawn from such use. The supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the supplier by the customer in connection with the services or the software, or any actions taken by the supplier at the customer’s direction.

Except as specifically provided in this agreement, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by stature, common law or otherwise, are hereby excluded, including the implied conditions, warranties, or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

Nothing in the agreement limits any liability which cannot legally be limited, including but not limited to liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (Title and Quiet Possession)

Each party warrants that it has all necessary authority to enter into and perform its obligations under this agreement. The supplier represents and warrants that: (a) Services will be performed in accordance with this agreement under normal circumstances; and (b) Services provided hereunder will be performed in a professional manner in accordance with prevailing industry standards.

The services may contain links to sites on the internet that are owned and operated by third parties. Customer acknowledges and agrees that the supplier is not responsible for the availability of or the content located on or through any such external site.

Force Majeure

Cloud Commerce Pro shall not be responsible for any failure to provide any services or perform any obligation under the agreement because of any act of God, compliance with any law, rule, regulation or direction, accident, fire, flood, storm or default of suppliers, war, riot or civil commotion, equipment or facilities shortages being experienced by providers of telecommunication services generally, or other similar force beyond its reasonable control.

Limitation of Liability

  1. You agree that Cloud Commerce Pro shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other losses.
  2. Your use of the Service is at your sole risk.
  3. Cloud Commerce Pro does not warrant that the Service will be uninterrupted, timely, secure, or error-free.
  4. Cloud Commerce Pro does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

Notwithstanding the above and all other terms Cloud Commerce Pro Ltd and its team members will endeavour to act in the interests of you and your business and will always try to enhance our service to subsequently provide better services to you and your customers.

Indemnities

During the agreement, the supplier shall indemnify the customer against a final award of damages resulting from a claim that the service infringes any Intellectual Property Rights (IP Rights). In addition, if the use of the service infringes or is enjoined, or the supplier believes it is likely to infringe or be enjoined, the supplier may, at its sole option (a) procure for the customer the right to continue use of the service as furnished; (b) modify the services to make them non-infringing, provided that they still substantially conform to the applicable documentation; or 9c) if the supplier, after using all commercially reasonable efforts, is unable to accomplish the foregoing remedies, terminate this agreement and refund to the customer any prepaid but unused charges calculated on a straight-line prorated basis. The indemnity provided herein does not apply to the extent te alleged infringement arises from any use of the service not in accordance with this agreement or as specified in the documentation or any unauthorised modification of the service. This paragraph states the supplier’s sole and exclusive liability and the customer’s sole remedies for any threatened or actual infringement of any Intellectual Property Rights.

During the agreement, the customer shall defend, indemnify, and hold harmless the supplier and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, liabilities, judgements, settlements, losses, costs or expenses of any kind, including reasonable legal fees, costs, and expert witness fees suffered or incurred by the supplier and arising out of or in connection with: (a) any breach by the customer of this agreement; (b) customer’s misuse of the Intellectual Property rights of any third party; and (c) any customer content which violates the terms of this agreement.

In relation to the indemnities given within this agreement, the applicable indemnified party shall:

  • Provide notice of any relevant claim to the indemnifying party in a timely manner
  • Provide reasonable co-operation to the indemnifying party in the defence and settlement of such claim at the indemnifying party’s expense
  • Give the indemnifying party sole authority to defend or settle the claim
  • And use all reasonable endeavours to mitigate its losses.

Modification to Terms

Cloud Commerce Pro reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. You are responsible for regularly reviewing this Agreement. By continuing to use the Service after any such changes you agree to such changes.

These terms were last updated on 26 July 2019.