Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Customer", "User", "you", or "your") and Cloudos Solutions Limited, a company incorporated under the laws of Cambodia with its registered office at Phnom Penh, Cambodia ("Cloudos", "Company", "we", "us", or "our").

By creating an account, subscribing to a plan, or otherwise accessing our Software-as-a-Service platform ("Platform", "Service", "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICE.

2. Definitions

• "Instance" means a dedicated Cloudos ERP software deployment hosted on our infrastructure for your exclusive use.
• "Subscription" means your selected service plan (Trial, Solo, Starter, Professional, or Enterprise) and its associated features, limits, and pricing.
• "Customer Data" means all data, content, information, and materials uploaded, stored, or processed through your Instance.
• "Add-ons" means additional services, resources, or features purchased separately from your base Subscription.
• "Service Level Agreement" or "SLA" means our uptime and support commitments as specified in Section 9.

3. Account Registration and Eligibility

3.1 Eligibility

You must be at least eighteen (18) years of age and have the legal capacity to enter into binding contracts under Cambodian law. If you are registering on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

3.2 Account Information

You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.3 Account Security

You must immediately notify us of any unauthorized access to or use of your account. Cloudos shall not be liable for any loss or damage arising from your failure to protect your account credentials.

3.4 One Trial Per Customer

Each customer is entitled to only one (1) free trial period. Attempts to circumvent this limitation through multiple accounts, email aliases, or other means constitute a violation of these Terms and may result in immediate account termination.

4. Description of Services

4.1 Platform Services

Cloudos provides a cloud-based platform enabling customers to:

• Deploy and manage Cloudos ERP instances
• Access instances via secure subdomains
• Store and process business data
• Receive automated backups according to their plan
• Access customer support as specified in their plan

4.2 Instance Provisioning

Upon subscription confirmation and successful payment (where applicable), we will provision your Instance within a reasonable timeframe, typically two to five (2-5) minutes. Provisioning times may vary based on system load and are not guaranteed.

4.3 Service Modifications

Cloudos reserves the right to modify, update, or discontinue any aspect of the Service at any time, with or without notice. We will make reasonable efforts to notify customers of material changes that may affect their use of the Service.

5. Subscription Plans and Billing

5.1 Subscription Terms

Subscriptions are offered on monthly or annual billing cycles. Annual subscriptions provide a discounted rate but require upfront payment for the full term.

5.2 Automatic Renewal

All subscriptions automatically renew at the end of each billing period unless cancelled prior to the renewal date. You authorize Cloudos to charge your designated payment method for all applicable fees.

5.3 Price Changes

Cloudos may change subscription prices at any time. Price changes will take effect at the start of your next billing cycle, and we will provide at least thirty (30) days' notice before any price increase.

5.4 Payment Failure

If payment fails, we will attempt to process the payment for up to seven (7) days. After this grace period, your Instance may be suspended. If payment is not received within fourteen (14) additional days, your Instance and all associated data may be permanently deleted.

5.5 Taxes

All fees are exclusive of applicable taxes, including but not limited to General Consumption Tax (GCT) as required under Cambodian law. You are responsible for paying all such taxes.

6. Refund Policy

6.1 No Refunds

ALL FEES PAID ARE NON-REFUNDABLE. This includes, without limitation:

• Monthly and annual subscription fees
• Add-on purchases (storage, users, instances)
• Custom development fees
• Module purchases and maintenance fees

6.2 Exceptions

Refunds may be considered at Cloudos's sole discretion in cases where the Service was completely unavailable for an extended period due to our fault, and only for the period of unavailability.

6.3 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period. No prorated refunds will be issued for unused portions of your subscription.

7. Acceptable Use Policy

7.1 Permitted Use

You may use the Service only for lawful business purposes in accordance with these Terms.

7.2 Prohibited Activities

You agree NOT to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit malware, viruses, or other harmful code
• Engage in unauthorized access to any system or network
• Send spam, phishing, or other unsolicited communications
• Store or distribute illegal content, including but not limited to child exploitation material
• Infringe on intellectual property rights of others
• Attempt to circumvent resource limits, security measures, or access controls
• Interfere with or disrupt the Service or other users' access
• Use the Service for cryptocurrency mining or similar resource-intensive activities
• Resell, sublicense, or redistribute the Service without authorization

7.3 Enforcement

Cloudos reserves the right to suspend or terminate your account immediately, without notice or refund, if we reasonably believe you have violated this Acceptable Use Policy.

8. Customer Data and Privacy

8.1 Data Ownership

You retain all rights, title, and interest in your Customer Data. Cloudos does not claim any ownership over your Customer Data.

8.2 Data Processing

You grant Cloudos a limited license to host, store, backup, and process your Customer Data solely to provide the Service. We will handle your data in accordance with our Privacy Policy.

8.3 Data Responsibility

You are solely responsible for the accuracy, quality, integrity, legality, and appropriateness of all Customer Data. Cloudos is not liable for any loss, corruption, or unauthorized access to Customer Data except where caused by our gross negligence.

8.4 Data Backup

Cloudos provides automated backups according to your subscription plan. However, you are encouraged to maintain your own independent backups. Cloudos is not liable for any data loss, even if backups fail.

8.5 Data Export and Deletion

You may export your Customer Data at any time through your Instance. Upon termination of your subscription, your data will be retained for the period specified in Section 5.4, after which it may be permanently deleted.

9. Service Level Agreement

9.1 Uptime Target

Cloudos targets 99.5% uptime availability for the Service. This excludes scheduled maintenance, force majeure events, and factors outside our reasonable control.

9.2 Scheduled Maintenance

We will endeavor to perform routine maintenance during off-peak hours and provide reasonable advance notice when possible. Emergency maintenance may be performed without prior notice.

9.3 Support Response Times

Support response times vary by subscription plan:

• Solo: 72-hour email response
• Starter: 48-hour email response
• Professional: 24-hour email/chat response
• Enterprise: 4-hour priority response

9.4 No SLA Guarantees

THE SLA TARGETS ARE GOALS, NOT GUARANTEES. Cloudos makes no warranties regarding uptime or response times and shall not be liable for any failure to meet these targets.

10. Intellectual Property Rights

10.1 Cloudos Property

The Service, including all software, infrastructure, documentation, trademarks, and other intellectual property, is owned by Cloudos or its licensors. Nothing in these Terms grants you any ownership rights in the Service.

10.2 Third-Party Software

The Service utilizes Cloudos software, which is licensed under the GNU Lesser General Public License (LGPL). Your use of Cloudos is subject to the terms of the LGPL license.

10.3 Feedback

Any feedback, suggestions, or ideas you provide regarding the Service become the property of Cloudos, and we may use such feedback without any obligation to you.

11. Disclaimer of Warranties

12. Limitation of Liability

13. Indemnification

You agree to indemnify, defend, and hold harmless Cloudos and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service
• Your Customer Data
• Your violation of these Terms
• Your violation of any applicable law or third-party rights
• Any claim that your Customer Data infringes or misappropriates any intellectual property right

14. Termination

14.1 Termination by You

You may terminate your subscription at any time through your account settings. Termination will take effect at the end of your current billing period.

14.2 Termination by Cloudos

Cloudos may terminate or suspend your account immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Non-payment of fees
• Violation of the Acceptable Use Policy
• Suspected fraudulent or illegal activity
• At our sole discretion, for any reason or no reason

14.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. Cloudos may delete your Instance and Customer Data in accordance with Section 5.4. Sections 6, 8, 10, 11, 12, 13, 15, and 16 shall survive termination.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Cambodia, without regard to its conflict of law provisions.

15.2 Jurisdiction

Any disputes arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of Cambodia, and you hereby consent to the personal jurisdiction and venue of such courts.

15.3 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

15.4 Class Action Waiver

YOU AGREE THAT ANY CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any order forms or other agreements referenced herein, constitute the entire agreement between you and Cloudos regarding the Service and supersede all prior agreements and understandings.

16.2 Amendments

Cloudos may modify these Terms at any time by posting the revised terms on our website. Your continued use of the Service after such modifications constitutes acceptance of the updated Terms.

16.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

16.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Cloudos may assign these Terms without restriction.

16.6 Force Majeure

Cloudos shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

16.7 Notices

Cloudos may provide notices to you via email to the address associated with your account. You may provide notices to Cloudos at: [email protected]

16.8 Language

These Terms are written in English. Any translations provided are for convenience only, and the English version shall prevail in case of any discrepancy.

17. Contact Information

If you have questions about these Terms, please contact us: