SiteTools
SITE TOOLS / LEGAL INFORMATION

CloudServe Solutions Ltd · company number 17554555

MASTER TERMS AND CONDITIONS FOR SERVICES AND SOFTWARE LICENSING

Last Updated: 6 November 2026

Provider: CLOUDSERVE SOLUTIONS LTD (“CloudServe”, “Company”, “we”, “us”, or “our”)

Registered in England and Wales

1. Structure and Definitions

1.1 Scope

These Master Terms and Conditions (“Terms”) govern proposals, statements of work, orders, and agreements entered into between CloudServe Solutions Ltd and the client (“Client”, “Customer”, “you”) where these Terms are presented and accepted as part of that order or agreement. For SiteTools subscriptions, the product, plan, add-ons, VAT-inclusive price, collection date and any additional terms displayed before you authorise checkout form part of your order. If an order expressly conflicts with these general Terms, the specific order controls that subject.

1.2 Key Definitions

  • “Deliverables”: Bespoke websites, mobile applications, scripts, or graphic assets created by CloudServe for the Client under an agreed SOW.
  • “Proprietary Software”: Off-the-shelf, hosted, or standalone software platforms, CRM extensions, licensing agents, and modules developed, owned, and licensed by CloudServe.
  • “Hosted Services”: Web hosting, server infrastructure, DNS routing, database provisioning, and application hosting provided by CloudServe.
  • “Fees”: All setup charges, recurring hosting charges, licensing fees, support retainers, and milestone payments.

2. Design and Custom Development Services

2.1 Scope and Statements of Work

All bespoke design and custom development projects (websites, custom software modules, APIs, mobile applications) are executed pursuant to a mutually agreed SOW defining technical specifications, milestones, and deliverables.

2.2 Client Dependencies and Materials

Timely project delivery requires your active participation. The Client must provide all branding assets, copy, credentials, third-party API keys, and requested approvals within five (5) business days of request. Delays caused by missing client materials automatically extend project deadlines proportionally.

2.3 Acceptance Testing

  • Upon delivery of a project or milestone to a staging environment, the Client has ten (10) business days (“Review Period”) to test and verify compliance with agreed specifications.
  • The Client must submit any reproducible bugs or deviations in writing before the Review Period expires. CloudServe will remedy valid deviations without extra charge.
  • If no written notice of rejection is received within ten (10) business days, or if the Client uses the Deliverables in a production/live environment, the Deliverables are deemed accepted.

2.4 Scope Changes

Any request outside the agreed SOW requires a formal written Change Request. Additional work is billed at CloudServe’s standard hourly rate or an agreed fixed cost.

3. Proprietary Software Licensing and SaaS

3.1 Grant of Licence

Subject to timely payment of applicable licence fees, CloudServe grants the Client a non-exclusive, non-transferable, revocable licence to access and use CloudServe Proprietary Software during the active subscription period.

3.2 Licence Verification and Remote Enforcement

CloudServe’s Proprietary Software may incorporate cryptographic verification, digital signatures, remote call-home routines, and licensing agent checks. You acknowledge and agree that:

  • The software communicates periodically with CloudServe licensing infrastructure to validate entitlement.
  • Tampering with, bypassing, or reverse-engineering licence verification files or code signatures constitutes a material breach resulting in immediate, automated revocation of the licence.
  • You may not decompile, reverse-engineer, disassemble, modify, sub-licence, resell, or distribute CloudServe proprietary source code without prior written consent.

4. Hosting, Server Infrastructure, and Support

4.1 Service Availability

CloudServe uses reasonable care to maintain service availability and may carry out planned maintenance. Any guaranteed uptime target, measurement period, exclusions, remedy or service credit applies only if it is expressly stated in your signed order or service-level agreement. We will provide notice of planned maintenance when reasonably practicable.

4.2 Acceptable Use Policy (AUP)

Client hosting accounts and servers must not be used to transmit, host, or execute:

  • Malicious code, ransomware, botnet nodes, or unauthorized vulnerability scanners.
  • Unsolicited commercial email (spam) or mass mailings that compromise IP reputation.
  • Copyright-infringing media, defamatory content, or material violating UK law.

CloudServe reserves the right to immediately suspend any service creating a direct operational or security risk to shared or managed infrastructure.

4.3 Backups and Data Integrity

CloudServe may maintain disaster-recovery backups as described in the applicable order or service description. Unless a managed backup service with a stated recovery objective is expressly included, you should maintain an independent export of critical data. Backup frequency, recovery scope and retention must be confirmed in the applicable service description. Liability for data loss is governed by Section 8 and applicable law.

5. Invoicing, Payments, and Billing Gateway Terms

5.1 Payment Processing Channels

CloudServe utilizes distinct payment collection channels based on service classification:

  • GoCardless (Direct Debit): Used for SiteTools recurring monthly subscriptions where offered at checkout. You authorise a mandate through GoCardless and review the selected monthly amount and first collection date before confirming. A mandate authorisation alone is not proof of a settled payment.
  • Separately agreed invoices: One-off design, development, setup or hosting work is invoiced and paid through the method stated in the relevant order or invoice. A card payment provider applies only when that option is expressly offered.

5.2 Billing Schedules and Mandate Requirements

  • For SiteTools subscriptions, the checkout shows the VAT-inclusive monthly amount and first collection date. Subject to successful collection, the recurring amount is due monthly on the corresponding date unless the subscription changes or ends. We will provide advance notice of any change to a Direct Debit amount, date or frequency as required by the Direct Debit Guarantee or as otherwise agreed with you.
  • You may cancel your Direct Debit instruction with your bank or building society at any time. This does not by itself cancel the underlying subscription or remove an amount already due. Your rights under the Direct Debit Guarantee are unaffected.

5.3 Late Payments, Suspension, and Reconnection

  • If a payment fails, CloudServe will contact you using the details on your account and provide a reasonable opportunity to resolve the issue before suspending a service, except where immediate action is reasonably required to protect security or comply with law. Any suspension or reactivation charge must be disclosed in the applicable order before it applies.
  • For qualifying business debts, CloudServe may claim statutory late-payment interest and compensation where the law permits. No amount is automatically added to a SiteTools checkout solely by this clause.

6. Intellectual Property Rights

6.1 Custom Client Deliverables

Upon receipt of full and final payment for bespoke development projects, the Client owns the front-end layout, specific bespoke business logic, and graphic assets created exclusively for them under the SOW.

6.2 CloudServe Pre-Existing IP and Frameworks

CloudServe retains all rights, title, and interest in and to:

  • All pre-existing frameworks, core libraries, deployment pipelines, utility scripts, and boilerplate code.
  • All Proprietary Software, licensing engines, API connectors, and hosted SaaS platforms.
  • Any software modules or extensions developed by CloudServe, even if adapted or customized for the Client, unless explicitly assigned in writing under a signed SOW.

7. Data Protection, Privacy, and Security

7.1 Compliance

Both parties agree to comply with applicable UK data protection law, including the UK General Data Protection Regulation, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations as amended.

7.2 CloudServe as Data Processor

Where CloudServe processes hosted product or customer data on your behalf, you are the controller and CloudServe is the processor. The Data Processing Addendum forms part of this agreement for that processing and sets out the documented instructions, security and assistance obligations. CloudServe is a separate controller for its own account administration, billing, payment and security records, as explained in its Privacy Notice.

8. Warranties, Disclaimers, and Limitation of Liability

8.1 Limited Warranty

CloudServe warrants that services will be performed with reasonable skill and care in accordance with standard commercial practices in the UK technology sector. Except as expressly stated, all services and software are provided “as is” without warranties of any kind, whether express or implied.

8.2 Limitation of Liability

To the maximum extent permitted by applicable law:

  • Neither party shall be liable for indirect, incidental, consequential, punitive, or special damages, including lost profits, loss of goodwill, business interruption, or data corruption.
  • Subject to the exclusions that law does not permit, CloudServe’s total aggregate liability arising out of or in connection with a particular order shall not exceed the total fees paid by the Client to CloudServe under that order in the three (3) months preceding the incident giving rise to the claim. The reasonableness and enforceability of this limit depend on the particular contract and applicable law.
  • Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be limited.

9. Term, Cancellation, and Termination

9.1 Recurring Service Term and Notice

  • Recurring hosting and software licensing agreements operate on a monthly rolling basis unless a fixed-term contract (e.g., 12 or 24 months) is specified in an SOW.
  • For a SiteTools monthly subscription, the Client may request cancellation with at least thirty (30) full calendar days’ notice. The service and any amount due continue through the effective end date shown when the request is confirmed. A separately agreed fixed-term order may specify a different end-of-term arrangement.

9.2 Termination for Cause

CloudServe may terminate any agreement or revoke access immediately without penalty if:

  • The Client fails to remedy a payment default within the reasonable period stated in our notice, subject to the applicable order and any immediate security or legal need.
  • The Client breaches Section 3 (Software Licencing), Section 4.2 (Acceptable Use), or Section 6 (Intellectual Property).
  • The Client enters administration, liquidation, or bankruptcy.

9.3 Effects of Termination

Upon termination:

  • All outstanding invoices and unbilled development hours become immediately payable.
  • Product access and licences may be suspended when the paid service ends. Reactivation during the recovery window requires payment of outstanding amounts and a new or continuing eligible subscription. Access and credentials are revoked when the product is finally removed.
  • For a managed SiteTools product, the standard recovery window is 92 days from cancellation taking effect or suspension. We prepare an encrypted database export before planned removal and email the verified company administrator a secure download link and separate archive password. Requests for uploaded files or another available export format must be made before the removal date. A failed export, failed email handoff, legal hold or unresolved identity check stops automatic removal pending review.
  • Management retains its encrypted database export for no more than 12 months after creation, unless a documented legal obligation requires a longer hold. The Client may request earlier deletion after the hosted product has been removed or restored. This archive is for recovery or a later request, not a continuing hosted service.
  • On termination, return or deletion of personal data processed on your behalf is governed by the Data Processing Addendum. CloudServe may retain records for its own legal or accounting obligations as an independent controller, as described in the Privacy Notice. Any migration assistance or export fee must be agreed in advance and must not prevent the controller from receiving the data to which it is entitled under applicable law.

10. General Legal Provisions

  • Force Majeure: CloudServe is not liable for failure or delay in performance caused by circumstances beyond reasonable control, including utility outages, upstream data centre hardware failures, telecommunications disruptions, third-party payment gateway failures, or state actions.
  • Severability: If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions remain in full force.
  • Entire Agreement: These Terms, the Data Processing Addendum, and any accepted SiteTools order, executed SOW or proposal constitute the agreement between the parties regarding their subject matter. The order controls its product, pricing and collection details; the Data Processing Addendum controls processing of personal data on the Client's behalf.
  • Governing Law and Jurisdiction: These Terms and any dispute or claim arising out of or in connection with them are governed by and construed in accordance with the laws of England and Wales, subject to the exclusive jurisdiction of the English courts.