Terms of Services

Section 1: Objectives

This agreement describes the services provided by Cloud Ace South Africa (hereinafter referred to as “the Company”) located at 9th Floor, Tower 2, 102 Rivonia Road, Sandton, Johannesburg, South Africa. The purpose of this agreement is to create conditions and agreements necessary to provide Google Cloud Services (hereinafter referred to as the “Service”).

Section 2: Documents for Application of Service

The Client shall provide all necessary documentation as requested by Cloud Ace South Africa for the application process. Failure to provide such documentation may result in delays or denial of service.

Section 3: Setting Up a Service Agreement

In the event of the Client requiring system integration or engineering services and upon acceptance of the application and completion of any necessary documentation, Cloud Ace South Africa shall enter into a formal service agreement with the Client, outlining the terms and conditions of the required service(s).

Section 4: Name Change and Others

You must notify us in writing before any of the following occur:

• A change to your business name or trade name.
• A change to your designated agent.
• A change to your head office address or location.
• A change to any documents you previously submitted to us.

The company will not be responsible for any problems you experience if they result from your failure to fulfill your obligations under this agreement.

Section 5: Changes in the Content of the Service

If you want to change the service you receive from us, you will need to submit a new application following the above requirements and we will then review your request accordingly.

Section 6: Changes to the Terms of Service
Cloud Ace South Africa reserves the right to amend or update these Terms of Service at any time. The most recent version of the terms of services will be available on the website (https://cloud-ace.co.za/terms-of-service)

Section 7: Service Fee

The Client agrees to pay the fees for the Service based on usage billed by Google Cloud. Cloud Ace South Africa will provide an invoice to the Client in South African Rand based on the USD to ZAR exchange rate provided by https://www.oanda.com/  

Payment terms shall be 30 days from the date of invoice. Late payments will be subject to additional charges.

Section 8: Termination of Contract

This agreement can be terminated by either you or the company with one (1) month’s written notice to the other party. Please note that if you terminate the agreement, you are still responsible for any outstanding service fees or obligations that accrued before the termination date.

Section 9: Late Payment

A late payment fee will be applied if you fail to pay the service fee or any other obligation to the company by the due date.

Section 10: Acceptable Use Policy

This section outlines acceptable use of our service. By using our service, you agree to not engage in any of the following activities:

• Violations: Violating any credit card regulations, privacy laws, or other rules of ours or third parties.
• Intellectual Property: Infringing on the copyrights or intellectual property rights of the company or any third party (e.g., creating competing translation tools).
• Impersonation: Impersonating the company or a third party while using the service.
• Criminal Activity: Promoting, causing, or engaging in any criminal activity.
• Data Tampering: Distorting or deleting information belonging to the company or a third party that is accessible through the service.
• Disruption: Impeding or obstructing the provision of the service or causing disruptions for other users.
• Reverse Engineering: Copying, modifying, or extracting the company’s software or content within the service (including decompiling or disassembling code).
• High-Risk Use: Using the service in high-risk businesses like nuclear facilities, air traffic control, or life-saving equipment (if unlicensed) or any business where system errors could endanger lives or the environment.
• Resource Abuse: Creating multiple projects while pretending they are one to exploit computing, storage, or communication resources.
• Data Management: Failing to comply with regulations related to weapons movement as specified by the US Department of State (if applicable).
• Unauthorized Communications: Developing or using communication services (e.g., internet calls) not permitted by the company.
• Misuse of Credentials: Sharing or using your login credentials illegally.
• Malicious Programs: Using the service to spread malware or other harmful programs.
• Inappropriate Content: Disseminating inappropriate content like adult material, vulgarity, child pornography, or anything else the company deems unsuitable. This includes actions that violate company/third-party rights or breach laws, public order, or morality.

Please note: This list may not be exhaustive. We reserve the right to take action against any user who violates these terms or engages in any activity that disrupts the service or is harmful to us, third parties, or the environment.

Section 11: Resale and Sub-licensing

The services you purchase from us are for your use only. You cannot resell them to a third party or grant them sub-licensing rights (partial access) without our prior written consent.

Section 12: Service Access for Third Parties
The company may be required to grant access to some or all of their services to third parties, but only with your prior written consent.

Section 13: Communication

13.1 Communication Channels:

All service inquiries, notifications you send to us, and notifications we send to you regarding the service agreement will be made through the methods we designate.

13.2 Delivery Confirmation:

We will consider a notification successfully delivered if it’s sent to any of the contact details you provided us (address, phone number, or email address).  Please note that even if delivery fails due to reasons beyond our control (e.g., full mailbox, technical issues), the notification will be considered sent.

We recommend you keep your contact information up-to-date to ensure you receive important messages.

Section 14: Data Backup

The Company shall implement reasonable measures to backup and safeguard the Client’s data stored on its servers. However, the Client acknowledges and agrees that it is ultimately responsible for maintaining backup copies of its data.

Section 15: Your Privacy

We take your privacy seriously and are committed to protecting your privacy and legal rights in accordance with applicable laws and regulations. You can find more information about how we handle your personal data in our data protection policy.

Data You Import:

When you use the services, you may import information from time to time. We may access, maintain, use, or disclose this information to provide the service and for other purposes outlined in our data protection policy.

Data Sharing with Third Parties:

In some cases, we may share your data with third-party service providers like Google LLC (a Google Public Company Limited) to help us deliver the service. We will only share your data as necessary and in accordance with our data protection policy and any applicable data transfer agreements.

Section 16: Confidentiality

This section outlines the confidential nature of information exchanged between you and the company as part of the service agreement and terms of service. Both parties agree to keep such information confidential and not disclose it to any third party without prior written consent from the other party.

The following exceptions apply to this confidentiality obligation:

• Information that is already publicly known at the time of disclosure, regardless of the reason or by whom it was made public.
• Information lawfully obtained from a third party (not from each other).
• Information already rightfully possessed and maintained before entering into this agreement.
• Information that must be disclosed by law, government regulations, or a valid court order.

Section 17: Data Deletion

The company reserves the right to stop providing service and delete your data stored on servers under the following circumstances:

Content Violations:

If your data violates the terms of service or acceptable use policy outlined elsewhere in this agreement.

If your data is deemed illegal or inappropriate (we will define “inappropriate” in a separate document).

Storage Management:

We may delete your data with prior written notice and your consent:

After a predefined retention period (which will be specified in a separate document).

If your data usage exceeds the allocated storage capacity for your plan.

Section 18: Service Interruptions and Changes

18.1 Service Interruptions:

We strive to provide uninterrupted service. However, there may be times when we need to interrupt service for the following reasons:

Scheduled Maintenance: We may temporarily suspend service to perform maintenance and ensure the system runs smoothly. We will typically notify you in advance, but we reserve the right to perform emergency maintenance without prior notice in critical situations.

Unforeseen Events: We may suspend service due to unforeseen circumstances beyond our control, such as accidents, natural disasters, or force majeure events.

Emergencies: In rare cases of emergencies that threaten public safety, we may restrict your service usage or take control of communication channels to facilitate emergency response efforts.

18.2 Service Changes:

We may occasionally add, modify, or remove features from the service. We will notify you in advance whenever possible about any significant changes.

18.3 Limited Liability:

The company will not be held liable for any damages you or a third party may experience due to service interruptions or changes for the reasons mentioned above.

Section 19: Contract Term and Renewal

The service agreement will become effective on the date of signature and will continue on a month to month basis until terminated by either party as per Section 8.

Section 20: Termination

This agreement may be terminated by either party upon written notice.  The company may also terminate this agreement immediately and without notice if you (the contracting company) engage in any of the following activities:

• Material Breach: Violating any material terms of this agreement or the service agreement.
• Fraudulent Information: Providing false or misleading information, documents, or notifications.
• Payment Issues:
  • Using an unauthorized payment method (e.g., third-party accounts not in your name).
  • Issuing uncollectable checks or bank transfers.

Business Issues:

• Ceasing business operations.
• Losing your business license or registration.
• Facing legal actions like seizures, court orders, or delinquent tax returns.
• Filing for bankruptcy, restructuring, or special debt repayment.

Other Material Events:

• Any event that significantly hinders the service agreement or its fulfillment.
• Material changes in your financial assets, creditworthiness, or ability to pay.
• Disappearance of business partners or significant capital decline.
• Significant business changes or closure.

Obligation Upon Termination:

If this agreement is terminated due to your breach, you are still obligated to pay all outstanding service fees.

Section 21: Data Deletion After Termination

Following the termination of this agreement, the company reserves the right to delete your data stored on our servers after a reasonable period of time. We recommend that you download any important information before the end of your service. The company will not be held liable for any damages resulting from this data deletion.

Section 22: Assignment Prohibition

The contracting company may not assign the service agreement, rights, and obligations under this agreement to third parties.

Section 23: Business Conduct

The company is committed to ethical business practices.  We expect our contracting parties to uphold similar standards.

This agreement may not be entered into by:

• Individuals or companies engaged in illegal activities.
• Individuals or companies associated with known or suspected terrorist organizations or criminal enterprises.

The company reserves the right to terminate this agreement, with or without cause, upon written notice.  We will not be liable for any damages arising from such termination.

Section 24: Service Availability and Data Loss

24.1 Service Availability:

The company strives to provide uninterrupted service. However, there may be occasional downtime for maintenance or other reasons. We will use commercially reasonable efforts to restore service as quickly as possible.

24.2 Service Level Agreement (SLA):

If the service is unavailable for a total of 72 consecutive hours  OR  a total of 120 hours within a one-month period (after the company is notified of the issue), you may request a credit on your service fee for that month as compensation. You must submit your request for a credit within one month of the service interruption, or you forfeit the right to do so.

24.3 Exclusions:

Scheduled maintenance, service upgrades, or changes will not be considered service interruptions under this agreement.

24.4 Data Loss:

The company is responsible for damages arising from data corruption or loss that occurs due to the service itself. The company will not be held liable for data loss caused by your actions or negligence.

Section 25: Limitation of Liability

25.1 Company Disclaimer:

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

25.2 Your Responsibility:

You are solely responsible for any damage or harm caused to a third party through your use of the service.

Section 26: Compensation for Third-Party Damages

26.1 Liability:

If either party breaches this agreement or the service terms of use, and such breach results in damages to a third party, the breaching party will be held liable for compensating the third party for those damages. This includes situations related to Section 23 on business conduct.

26.2 Compensation Between Us:

In the event that the company is found liable for compensating a third party due to a breach by you (the contracting company), the company’s maximum compensation to you will be limited to the service fee you paid for the previous month.

26.3 Exception: Gross Negligence

The limitations on compensation in Section 28.2 will not apply in cases where either party has caused damages to a third party through gross negligence.

26.4 Third-Party Claims:

If a third party asserts a claim against one of us arising from or related to this agreement or the service, the party against whom the claim is asserted will promptly notify the other party and cooperate in good faith in defending the claim.  We may agree to allocate the defense and settlement of any such claim between us based on the relative fault of the parties.

Section 27: Unforeseen Situations

This agreement, along with the terms of service, outlines the rights and obligations of both parties.  However, unforeseen situations may arise that are not explicitly covered in these documents.  In such cases, the company and the contracting company agree to discuss the situation in good faith and reach a mutually agreeable resolution.

Section 28: Law
This agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

Section 29: Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of South Africa.  Any dispute arising out of or relating to this Agreement or the provision of the Service shall be subject to the exclusive jurisdiction of the courts located in Gauteng, South Africa.