T&C
Our terms and conditions are designed to give both parties security and clarity on the rights to trade with online services. We always try to be flexible and collaborate with our customers in a good manner to avoid disputes.
1. Definitions
In the following, the terms below will have the following meaning unless the context clearly dictates otherwise:
Cloudify: Cloudify ApS, CVR no. 12345678, registered in Denmark.
Customer: The legal entity that enters into agreement with Cloudify for implementation services, integrations, advisory or other services.
Agreement: The order confirmation, framework agreement, these Terms & Conditions and any appendices and documents referenced therein.
Services: All services delivered by Cloudify, including but not limited to analysis, implementation, integration, development, support, operation, maintenance and advisory.
Lighthouse: Cloudify’s managed integration platform for data flows between different systems, as further described in applicable service descriptions and appendices.
Third-Party Services: Any software, platforms, systems or services not owned or operated by Cloudify, including but not limited to e‑commerce platforms, accounting systems, CRMs and other SaaS products.
Business Days: Monday to Friday, excluding Danish public holidays.
2. Scope of Agreement
These Terms & Conditions apply to all Services provided by Cloudify to the Customer unless otherwise agreed in writing.
The Agreement governs the relationship between Cloudify and the Customer in connection with the delivery of Services, including implementation projects, integrations, Lighthouse, consulting, support and related activities.
Special terms in framework agreements, order confirmations or specific appendices take precedence over these general Terms & Conditions to the extent of any conflict.
3. Conclusion of Agreement
An Agreement is considered concluded when:
The Customer has accepted a written offer, order confirmation or framework agreement issued by Cloudify; or
Cloudify initiates delivery at the request of the Customer and the Customer has been made aware of these Terms & Conditions.
The Agreement is binding for both parties from the date of acceptance, unless otherwise stated.
4. Cloudify’s Services
Cloudify delivers Services within digital analysis, implementation, integration, automation, advisory and operation, including but not limited to:
Analysis of business processes and system landscape
Implementation and configuration of systems and platforms
Development of integrations between systems, including Lighthouse-based integrations
Automation of business processes
Advisory services related to system selection, process optimisation and architecture
Support and maintenance of delivered solutions as agreed
Cloudify will perform Services in a professional manner and in accordance with generally accepted industry practice.
5. Customer’s Responsibilities
The Customer is responsible for:
Providing accurate and complete information necessary for Cloudify to perform the Services
Ensuring that relevant employees and stakeholders are available for workshops, testing and approvals
Providing timely access to systems, environments, test data and relevant documentation
Complying with applicable laws and regulations in the use of the delivered solutions and Services
Ensuring that any third-party licences and subscriptions required for the solution are in place and valid
If the Customer fails to fulfil these responsibilities, Cloudify may adjust timelines, deliverables and pricing accordingly.
6. Prices and Payment
Unless otherwise agreed in writing, Services are invoiced according to Cloudify’s current price list or according to the prices stated in the specific agreement or order confirmation.
All prices are exclusive of VAT, taxes and other public charges.
Payment terms are typically 30 days net from invoice date, unless otherwise agreed. Late payment may incur interest and reminder fees in accordance with applicable law.
Cloudify is entitled to adjust its prices with reasonable notice. For long-term agreements, price regulation may take place annually or as otherwise stated in the agreement.
7. Duration and Termination
The Agreement runs for the period stated in the framework agreement, order confirmation or similar.
If no specific term is stated, the Agreement is ongoing and may be terminated by either party with [e.g. 3 months’] written notice to the end of a month.
Any minimum terms, binding periods or notice periods stated in special agreements, subscriptions or SLAs apply.
Termination does not affect rights and obligations that by nature extend beyond termination, including payment obligations for Services already delivered.
8. Intellectual Property Rights
Unless otherwise agreed in writing:
Cloudify retains all intellectual property rights to methods, templates, tools, standard components and know-how used in connection with delivery of the Services.
The Customer receives a time-limited or perpetual right of use (as specified in the Agreement) to the specific solutions, configurations and deliverables created for the Customer’s benefit, for the Customer’s own internal use.
The Customer is not entitled to resell, sublicense, distribute, copy or otherwise make Cloudify’s deliverables available to third parties beyond what is explicitly agreed.
Third-party products are subject to the licence terms of the respective third-party suppliers.
9. Confidentiality
Both parties are obliged to treat all information received about the other party’s business, customers, systems and conditions as confidential and not to disclose such information to third parties without prior written consent, unless required by law.
The confidentiality obligation applies during the Agreement and for a period of [e.g. 3 years] after its termination.
10. System Stability
Cloudify strives to ensure that its Services, including integrations and Lighthouse, are stable and available.
However, the Customer acknowledges that:
No system can be guaranteed 100% uptime or error-free operation.
Outages, delays or errors may occur due to factors beyond Cloudify’s control, including third‑party system downtime, internet connectivity issues and force majeure events.
Cloudify will endeavour to remedy errors and instability in its own Services within a reasonable time.
In the event of a malfunction of the Lighthouse service or other Cloudify services, you may seek assistance under our applicable support terms and conditions by contacting support@cloudify.biz.
11. Third-Party Services
Many solutions delivered by Cloudify rely on or integrate with Third‑Party Services (e.g. e‑commerce platforms, accounting systems, CRM systems and other SaaS products).
The Customer is responsible for entering into and maintaining valid agreements with such third‑party suppliers, unless otherwise agreed.
Cloudify is not responsible for:
Availability, functionality or changes in Third‑Party Services
Errors, data loss or issues caused by Third‑Party Services
Consequences of changes in APIs, data structures, rate limits or terms from third‑party suppliers
Cloudify will, to a reasonable extent, adapt integrations and solutions to changes in Third‑Party Services, which may be billed as additional work unless otherwise agreed.
12. Support
Cloudify primarily provides support on its own Services and always refers to external support for other services.
In the event of a malfunction of the Lighthouse service or other Cloudify services, you may seek assistance under our applicable support terms and conditions by contacting us at support@cloudify.biz.
Under our Basic SLA, support is available on Business Days (Monday–Friday, excluding public holidays) during normal office hours. Cloudify will initiate troubleshooting and resolution efforts for reported issues within a reasonable time during these support hours, taking into account the severity and impact of the issue.
Higher service levels for Lighthouse, including extended hours and 24/7 availability, may be offered subject to separate agreement and pricing. You can inquire about such enhanced SLAs by contacting support@cloudify.biz or your Cloudify contact person.
Enquiries for Cloudify support are typically carried out by email to support@cloudify.biz so that requests are entered into our support ticket system. To achieve the most clarifying support handling, support requests should include as much relevant information as possible (for example order, item or transaction references, screenshots and timestamps).
If the error is attributed to the Customer’s own default, incorrect setup or similar circumstances outside Cloudify’s control, Cloudify reserves the right to invoice the Customer at the applicable hourly rate.
We refer to the opening hours on our website for access to support. Support is available through support@cloudify.biz. For Partner Marketplace apps support, you can write to us at support@cloudify.biz or fill out the form linked from the listing page of each app.
For general guidance, how‑to information and self‑service troubleshooting, Customers can use the Lighthouse dashboard and Cloudify’s online documentation and knowledge resources, including FAQs and help articles, which are accessible via our website and support channels.
13. Updates, Upgrades and Maintenance of Cloudify Service
Cloudify continuously updates and maintains its own services and plugins. Updates will be ongoing, while critical updates will be handled immediately. You are always welcome to contact Cloudify for the current status of updates.
Cloudify will typically upgrade its service to newer versions but is not required to provide such upgrades. Cloudify may consider itself eligible to charge upgrade fees for conversion to new versions of the Cloudify platform.
Cloudify endeavours to enable the Customer to perform the upgrade itself, but due to special setups etc., it may require a Cloudify technician to upgrade to new versions. Cloudify will typically inform its Customers about upgrades to newer versions as well as the expected time consumption if any.
Cloudify is not required to support or maintain an outdated Cloudify service but will continue to do so for as long as Cloudify deems it necessary. Cloudify has the sovereign right to decide the time of closing down the service and it is the Customer’s responsibility to upgrade to newer versions before the service is closed.
Planned maintenance, including updates and upgrades to Lighthouse and related infrastructure, is carried out in accordance with our maintenance practices and any applicable SLA, and we aim to schedule such maintenance to minimise impact and, where reasonably possible, provide advance notice via our website, status page or direct communication.
14. Liability and Limitation of Liability
Cloudify is liable for damages in accordance with general Danish law, subject to the limitations below.
Cloudify is not liable for indirect losses, including but not limited to operating loss, loss of profit, loss of data, lost savings, loss of goodwill or similar consequential losses.
Cloudify’s total liability under the Agreement is limited to the amount paid by the Customer for the Services in the 12 months preceding the event giving rise to the claim, unless a different limitation is expressly agreed.
Cloudify is not liable for losses caused by:
Third‑Party Services
Circumstances attributable to the Customer, including incorrect or incomplete information
Force majeure, cf. section 15
15. Force Majeure
Neither party is liable for failure to perform obligations due to force majeure, including but not limited to war, terrorism, natural disasters, strikes, lockouts, pandemics, fire, explosion, public injunctions, failure of power, internet or telecommunications or other circumstances beyond the party’s reasonable control.
The affected party must notify the other party without undue delay if a force majeure situation arises.
If a force majeure situation lasts more than [e.g. 60 days], either party may terminate the Agreement with immediate effect.
16. Personal Data
To the extent that Cloudify processes personal data on behalf of the Customer, this will be regulated by a separate data processing agreement in accordance with applicable data protection legislation.
The Customer is responsible for ensuring a legal basis for the processing of personal data in its own systems and for providing necessary information to data subjects.
Cloudify’s general handling of personal data is described in Cloudify’s privacy policy, available on Cloudify’s website.
17. Marketing and References
Unless otherwise agreed in writing, Cloudify is entitled to use the Customer’s name and logo as a reference in marketing material, on websites and in presentations, in a factual and loyal manner.
Any detailed case descriptions, press releases or similar marketing activities involving the Customer will be agreed separately.
18. Changes to Terms & Conditions
Cloudify may change these Terms & Conditions with reasonable notice. The applicable version is always available on Cloudify’s website.
Significant changes will be communicated to Customers directly or via the website. Continued use of the Services after changes have entered into force is considered acceptance of the updated terms.
19. Governing Law and Venue
The Agreement is governed by Danish law, excluding its conflict of law rules.
Any dispute arising out of or in connection with the Agreement which cannot be resolved amicably shall be decided by the ordinary courts with the City Court of Copenhagen as the court of first instance, unless mandatory rules prescribe otherwise.
