Part A — Website terms of use
1. Website terms of use
1.1 This website is operated by Cloud MSD Ltd, a company registered in England and Wales under company number 11878049, with its registered office at 97 Nibthwaite Road, Harrow, HA1 1TE. You can contact us at hello@cloudmsd.com.
1.2 By using this website you accept these terms of use. If you do not agree, please do not use the website.
1.3 The content of this website is for general information only. It is not advice, and you should not rely on it for any specific decision without speaking to us.
1.4 The prices shown on this website are our standard published rates and are provided as a guide. They are not an offer capable of acceptance. A price becomes binding only when it is confirmed in a written proposal that you accept.
1.5 Case studies describe past work. Where a client has not agreed to be named, we have changed its name and say so. Results achieved on past projects do not guarantee the same results on yours.
1.6 We own, or are licensed to use, the content, design, logos and images on this website. You may view and print pages for your own reference, but you may not copy, republish or use them commercially without our written permission.
1.7 Links to other websites are provided for convenience. We are not responsible for their content.
1.8 We aim to keep this website available and accurate but do not guarantee that it will be uninterrupted, error-free or free of viruses. To the extent permitted by law, we are not liable for any loss arising from your use of the website. Nothing in these terms limits liability that cannot be limited by law.
1.9 Our privacy policy explains how we handle personal data.
Part B — Terms of business
2. About these terms
2.1 These terms apply to every engagement between Cloud MSD Ltd (“we”, “us”) and a business client (“you”). They are intended for business customers only; we do not contract with consumers.
2.2 Each engagement is also described in a written proposal or statement of work (a “Proposal”). If the Proposal and these terms conflict, the Proposal takes priority for that engagement.
3. Definitions
- Background IP
- Any intellectual property we own or use before or independently of an engagement, including our tools, libraries, templates and know-how.
- Deliverables
- The software, documents and other materials we create specifically for you under a Proposal.
- Discovery Sprint
- A fixed-price, time-boxed engagement to specify a project and produce a fixed quote, as described in a Proposal.
- Fees
- The charges set out in a Proposal.
- Retainer
- An ongoing monthly support and maintenance service.
- Services
- The services described in a Proposal.
- Sprint
- A period of delivery work, normally two weeks, ending with a demonstration of working software.
4. How a contract is formed
4.1 A contract is formed when you accept a Proposal in writing (email is sufficient) or ask us to start work after receiving it.
4.2 Proposals are valid for 30 days from the date they are issued unless they say otherwise.
5. Our services
5.1 We will provide the Services with reasonable skill and care and in line with good industry practice.
5.2 Our founder, Mohsin Shah, leads every engagement and is your main point of contact.
5.3 We may use our partner engineering team and other carefully selected subcontractors to deliver the Services. We remain fully responsible for their work as if it were our own.
5.4 Timescales in a Proposal are good-faith estimates. We will tell you promptly about anything likely to cause a delay.
6. Your responsibilities
6.1 You agree to: provide the information, access, systems and decisions we reasonably need, on time; nominate a contact who can make decisions on your behalf; ensure that anything you provide to us does not infringe anyone else’s rights; and be responsible for your own data backups unless a Retainer or Proposal says otherwise.
6.2 If a delay on your side affects our work, we may adjust timescales and, where it causes us extra cost, the Fees. We will discuss this with you first.
7. Changes
7.1 Either of us may request a change to the Services. Changes to scope, timescale or Fees take effect only when agreed in writing.
7.2 For sprint-based work, priorities may be changed between Sprints without a formal change request. The cost of each Sprint is agreed before it starts.
8. Fees and payment
8.1 Unless a Proposal says otherwise, we invoice: Discovery Sprints and fixed-price work as set out in the Proposal; sprint-based work at the start of each Sprint; and Retainers monthly in advance.
8.2 Invoices are payable within 14 days of the invoice date, by bank transfer.
8.3 If an invoice is not paid on time, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend work on seven days’ written notice until the invoice is paid.
8.4 We are not currently registered for VAT, so no VAT is charged. If we register, VAT will be added at the prevailing rate from the date of registration, and we will tell you in advance.
8.5 Expenses are charged only where agreed in advance in writing.
9. Acceptance and defects
9.1 We will demonstrate Deliverables as they are completed. You have 10 business days after delivery to tell us in writing about any way in which a Deliverable does not materially meet the agreed specification. If you do not, the Deliverable is treated as accepted.
9.2 For fixed-price work, we will correct, at no extra charge, any defect in a Deliverable that you report within 30 days of acceptance. This does not cover problems caused by changes made by anyone other than us, by third-party software or services, or by use other than as intended. Ongoing support after that period is available under a Retainer.
10. Intellectual property
10.1 Once you have paid all Fees due for them, all intellectual property rights in the Deliverables pass to you.
10.2 We keep ownership of our Background IP. Where Background IP is included in a Deliverable, we grant you a non-exclusive, perpetual, royalty-free licence to use, modify and maintain it as part of that Deliverable.
10.3 Third-party and open-source components are licensed to you on their own terms. We will tell you about any licence that places material restrictions on your use.
10.4 We may reuse the general skills, knowledge and experience we gain during an engagement, provided we do not disclose your Confidential Information.
11. Confidentiality
11.1 Each of us will keep the other’s confidential information confidential and use it only for the engagement. This does not apply to information that is or becomes public (other than through a breach), that was already lawfully known, or that must be disclosed by law.
11.2 We may share your confidential information with our staff, partner team and subcontractors only as needed for the engagement, and they are bound by equivalent obligations.
11.3 These obligations continue for five years after the engagement ends. We will not name you as a client or publish details of your project without your permission.
12. Data protection
12.1 Each of us will comply with the UK GDPR and the Data Protection Act 2018.
12.2 Where we process personal data on your behalf, we do so as your processor under a data processing agreement meeting the requirements of Article 28 of the UK GDPR, which will form part of the Proposal. Any transfer of that data outside the UK will be made with appropriate safeguards.
12.3 Our privacy policy explains how we handle personal data as a controller.
13. Liability
13.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited by law.
13.2 Subject to clause 13.1, neither of us is liable to the other for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
13.3 Subject to clause 13.1, our total liability arising from or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees paid and payable under the relevant Proposal in the 12 months before the event giving rise to the claim.
13.4 We are not responsible for loss or corruption of data except to the extent caused by our failure to perform backup obligations expressly set out in a Retainer or Proposal.
14. Ending an engagement
14.1 Sprint-based work may be stopped by either of us at the end of any Sprint by giving written notice before the next Sprint starts.
14.2 Retainers continue month to month and may be ended by either of us on 30 days’ written notice.
14.3 You may end fixed-price work at any time by giving written notice. You will pay for work completed and costs committed up to that point.
14.4 Either of us may end an engagement immediately by written notice if the other commits a material breach that is not put right within 14 days of being asked to, or becomes insolvent.
14.5 When an engagement ends, you will pay for all work done to that date and we will hand over the Deliverables and work in progress that have been paid for. Clauses 10 to 13 and 15 to 17 continue to apply.
15. Non-solicitation
15.1 During an engagement and for 12 months after it ends, neither of us will directly solicit for employment or engagement any person, including members of our partner team, who was directly involved in the engagement, without the other’s written consent. General recruitment advertising is not a breach of this clause.
16. General
16.1 Force majeure. Neither of us is liable for delay or failure caused by events beyond our reasonable control.
16.2 Entire agreement. These terms and the Proposal are the entire agreement between us for the engagement and replace any earlier discussions. Your own terms do not apply unless we agree to them in writing.
16.3 Assignment. Neither of us may transfer our rights under an engagement without the other’s written consent, which will not be unreasonably withheld.
16.4 Notices. Notices under these terms may be given by email to the contact addresses we each use for the engagement. For us, that is hello@cloudmsd.com.
16.5 Third parties. No one other than the parties has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
16.6 Severance and waiver. If any part of these terms is found to be unenforceable, the rest remains in force. A delay in enforcing a right is not a waiver of it.
16.7 Changes to these terms. We may update these terms from time to time. The version in force when you accept a Proposal applies to that engagement.
17. Governing law
17.1 These terms, and any dispute arising from them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.