1. About these terms
These Terms of Service (the "Terms") form a binding agreement between DigitalCloud Ops Ltd, a company incorporated in England & Wales under company number 12110785, with its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom (referred to as "DigitalCloud Ops", "we", "us", or "our"), and the individual or legal entity accessing our services (referred to as "you", "your", or the "Customer").
By engaging us for consultancy services, subscribing to any of our software products, or otherwise using any service we provide, you confirm that you have read, understood, and accepted these Terms.
2. Definitions
- "Services" means any consultancy, advisory, or engineering work we perform under a Statement of Work or other written agreement.
- "Products" means software subscriptions or productised tools made available by DigitalCloud Ops, including but not limited to the CCA Exam Preparation Platform.
- "Statement of Work" or "SOW" means a written document signed by both parties describing the scope, deliverables, timeline, and fees of a specific Services engagement.
- "Subscription" means a recurring paid arrangement granting you access to one of our Products.
- "Customer Data" means any data, content, or information you submit to or store within a Product.
3. Consultancy services
3.1 Scope
All consultancy Services are performed under a separately executed Statement of Work. In the event of any conflict between these Terms and a signed SOW, the SOW prevails.
3.2 Acceptance criteria
Deliverables are deemed accepted upon written confirmation by the Customer, or automatically ten (10) business days after delivery if no objection is raised in writing.
3.3 Change requests
Changes to scope, deliverables, or timeline must be agreed in writing and may result in adjusted fees. We will provide an estimate before commencing additional work.
4. Subscription products
4.1 Account
Access to Products requires an account. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.
4.2 Service levels
We use reasonable commercial efforts to make Products available 24 hours per day, 7 days per week, excluding planned maintenance and circumstances beyond our reasonable control. We do not guarantee uninterrupted service unless explicitly stated in a separate service-level agreement.
4.3 Modifications
We may add, remove, or modify Product features. Where a change materially reduces functionality you actively rely on, we will give you reasonable advance notice.
5. Fees, billing & taxes
5.1 Currency
All fees are stated in GBP unless otherwise specified. We may also accept payment in EUR or USD at our discretion; exchange rates are determined at the time of invoice.
5.2 Consultancy fees
Consultancy fees are invoiced according to the schedule in the applicable SOW. Default payment terms are net 14 days from invoice date unless otherwise agreed.
5.3 Subscription fees
Subscription fees are billed in advance — monthly or annually depending on the plan you select — and are automatically renewed at the end of each billing cycle until you cancel. Payment is processed via our payment service provider (Stripe Payments Europe Ltd).
5.4 Taxes
All fees are exclusive of VAT or any other applicable taxes, which will be added where required by law. You are responsible for any withholding tax or local sales tax obligations applicable in your jurisdiction.
5.5 Late payment
Overdue amounts may incur interest at the statutory rate under the UK Late Payment of Commercial Debts (Interest) Act 1998, where applicable.
6. Cancellation & refunds
Refunds for Subscriptions are governed by our Refund Policy, which forms part of these Terms. Consultancy engagements may be terminated under the conditions described in Section 11 below.
7. Intellectual property
7.1 Our IP
All intellectual property in our Products, methodologies, templates, and pre-existing materials remains the property of DigitalCloud Ops Ltd.
7.2 Deliverables
Subject to full payment, custom deliverables produced specifically for a Customer under an SOW are licensed to the Customer for internal business use. Where the SOW specifies an assignment of intellectual property, ownership transfers upon final payment.
7.3 Customer Data
You retain all rights in Customer Data. You grant us a limited licence to process Customer Data solely to provide the Products and Services.
8. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services or Products. This obligation survives termination of the agreement for a period of three (3) years.
9. Warranties & liability
9.1 Warranties
We warrant that the Services will be performed with reasonable skill and care. Products are provided "as is" and "as available", without warranties of any kind, whether express or implied, to the maximum extent permitted by law.
9.2 Limitation of liability
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Services or Products shall not exceed the total fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim.
9.3 Excluded losses
Neither party is liable for any indirect, consequential, special, or punitive damages, loss of profits, loss of revenue, loss of data, or loss of goodwill, even if advised of the possibility of such loss.
9.4 Liability not excluded
Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under English law.
10. Acceptable use
You agree not to use our Products or Services to: (a) violate any applicable law; (b) infringe any third-party right; (c) transmit malicious code or attempt to compromise the security of our systems; (d) reverse engineer, decompile, or attempt to extract source code, except where permitted by law; (e) resell or sublicense access to a Product without our written consent.
We reserve the right to suspend or terminate access for any violation of this section.
11. Term & termination
11.1 Subscription term
Subscriptions continue until cancelled by you through your account or by written notice to office@digitalcloudops.com. Cancellation takes effect at the end of the current billing period.
11.2 Consultancy term
Consultancy engagements run for the term defined in the SOW. Either party may terminate for material breach if such breach remains uncured fourteen (14) days after written notice.
11.3 Effect of termination
On termination, you must pay all fees accrued up to the termination date. Sections 7, 8, 9, and 12 survive termination.
12. Governing law
These Terms are governed by the laws of England and Wales. Any dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
13. Contact
Questions about these Terms should be addressed to:
DigitalCloud Ops Ltd
Email: office@digitalcloudops.com
Registered office: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom
Company number: 12110785