Terms of Service
Cloudhappen Terms of Service
This document is to clarify the rights and responsibilities as a customer/user of all Cloudhappen’s Services. This policy applies to all users of Cloudhappen networks and services including without limitation customers and their employees, agents, contractors and/or other end-users (“Users”). All Users are required to comply with this AUP and all applicable laws and regulations in full, in addition to all terms and conditions of applicable agreements, and any additional policies that may be applicable to any services offered by Cloudhappen from time to time.
This agreement takes effect when Customer click an “I Accept” button or check box presented with these terms, or when Customer click an “Order” button, or when Customer use any of the Services (the “Effective Date”). Customer represent to us that are lawfully able to enter into contracts (e.g.Customer are not a minor). If You are entering into this Agreement for an entity, such as the company You work for, You represent to us that You have legal authority to bind that entity. You acknowledge that You have read the Agreement, and You agree to its terms and conditions and all policies posted on Cloudhappen Website.
1. Definitions and Interpretations
- “Business Hours” refers to a period of time commencing from 9.00 a.m. to 6.00 p.m. on any Monday to Friday excluding a Public Holiday based on Malaysia calendar.
- “Content” means, The Customer or End User’s, files, pages, data, works, information or materials, on, within, displayed, linked or transmitted, including but not limited to any trademarks, service marks, images, photographs, illustrations, graphics, audio clips, video clips, email, messages, meta tags, domain names, software or text, in any content or resources, which is, located on or used, from or through, the server space on CLOUDHAPPEN system allocated to The Customer.
- “Confidential Information” means any information, including, data or material, of any nature, in relation to this Agreement marked as confidential and, disclosed, furnished or made available by a Party to the other Party:
- directly or indirectly
- prior to the formation of the Agreement, during the Service Term, after the Service Term, or after the termination of the Agreement; and
- which if released prejudices the Party’s interest,
other than information that enters the public domain independent of the other Party, the other Party possessed independent of its disclosure by the Party, the other Party independently developed, the other Party lawfully obtained from a third party which is not subject to a duty of confidentiality, is to be disclosed in accordance to any Law, or which is trivial or obvious.
- “Data Center” means the premises located and used by CLOUDHAPPEN for the provision of the Services.
- “End User” means any third party that uses The Customer Content.
- “Events of Force Majeure” means any event or circumstance – which (i) is beyond a Party’s reasonable control, (ii) could not be addressed by a reasonable person before entering this Terms of Services, (iii) having arisen, could not reasonably be overcome; and (iv) materially disrupts the performance of this Terms of Services and subject to the foregoing being satisfied, a Force Majeure Event includes, inclement weather beyond the norm, natural disaster, damage to facilities, supplier’s, default or failure, or the conduct of third parties, acts of God, war, riot, malicious acts of damage, civil commotion, strike or lockout or industrial dispute (other than those by the employees, representatives or agents of the Party claiming the Force Majeure Event), commercial power failure, fire, or by compliance with any orders of any authorities or anybody or persons acting for such authorities.
- “Mean Time to Respond” means the duration indicated as Mean Time to Respond in Table 2 associated with the problem reported by the Customer.
- “Mean Time to Repair” means the duration indicated as Mean Time to Repair in Table 2 associated with the problem reported by Customer.
- “Payment Arrival” means customer has made the payment and notified CLOUDHAPPEN with proof of payment and CLOUDHAPPEN acknowledged the payment with Official Receipt.
2. Description of Service
CLOUDHAPPEN shall provide Customer the “Services”, which, CLOUDHAPPEN may, in part or whole, change, deprecate or discontinue, at its sole discretion, including but not limited to any application programming interface, in consideration of Customer paying CLOUDHAPPENthe”Fees” as, amended from time to time.
Any third party services included under Services shall be subject to additional, terms and conditions, under the Terms of Services between Customer and the service provider which is independent of this Terms of Services. All other, rights, title or interests, in Services vest with CLOUDHAPPENand CLOUDHAPPEN grants The Customer a, limited, revocable, non-exclusive, non-delegable, non-sub-licensable and non-transferable, right to only, use the Service and any associated material, until the earlier, expiry or termination, of this Terms of Services. In the event The Customer make any suggestions to CLOUDHAPPEN, then The Customer agree that all, rights, title and interests, to the suggestions, even if marked as, proprietary or confidential, is irrevocably assigned by The Customer to CLOUDHAPPEN, at no cost and free of charge. The Customer will not and The Customer shall ensure that End User will not, use Services other than as allowed by this Terms of Services.
*Verification; All order are subject to additional verification but not limited to; Telephone voice conformation, additional business email addresses, website, and additional payment methods such as bank or paypal account. CLOUDHAPPEN reserves the Right to decline any order what so ever and payment will be refunded in a timely manner.
3. Use of the Service Offerings
- Customer may access and use the Services in accordance with this Agreement. Service Level Agreements (“SLA”) may apply to certain Services. Customer will adhere to all laws, rules, and regulations applicable to Customer’s use of the Services, including the Acceptable Use Policy and other Policies as published on CLOUDHAPPEN Website.
- Your Account.To access the Services, Customer must create a CLOUDHAPPEN Account associated with a valid email address. Customer are also known as Primary Contact of Customer’s account. Unless explicitly permitted by the Terms of Service, Customer may only create one account per email address. Customer are responsible for all activities that occur under customer’s account, regardless of whether the activities are undertaken by Customer, Customer’s employees or a third party (including Customer’s contractors or agents) and, except to extent caused by our breach of Agreement.
- Secondary Contact. Customer may appoint a second person as the secondary contact for Customer’s CLOUDHAPPEN Account and are responsible for all activities that occur under Customer’s account done by Customer’s secondary contact.
- Unauthorized Access. CLOUDHAPPEN and its affiliates are not responsible for unauthorized access to Customer’s account. Customer shall contact us immediately if Customer believe an unauthorized third party may be using Your account or if Your account information is lost or stolen.
- Update Contact Information. In the event which Customer or Customer’s secondary contact’s email address is no longer valid and up to date in our billing system, Customer may request us to update Customer’s contact information by filling up Billing Account Primary Contact Email Change Form. You acknowledge and undertake that the information provided is true and accurate and Customer shall keep CLOUDHAPPEN indemnified against all claims, demands,proceedings, losses or damages costs of whatsoever that may be brought against or suffered by CLOUDHAPPEN as a result of CLOUDHAPPEN agreeing or conceding to Customer’s request above states.
- Transfer Account.In the event that Customer wish to transfer Customer’s account to a new person, Customer can appoint a new person to replace it as the primary contact for Customer’s CLOUDHAPPEN Account. Customer can do this by updating the primary contact’s information in CLOUDHAPPEN Billing System. By appointing a new Primary Contact, Customer acknowledge that the new contact is fully aware and agreed to be bound by the CLOUDHAPPEN Terms and Conditions of this agreement.
- Third Party Content. Third Party Content, such as software applications provided by third parties may be made available directly to Customer via other companies or individuals under separate terms and conditions, including separate fees and charges. Because CLOUDHAPPEN may not have tested or screened the Third Party Content, Customer’s use of any Third Party Content is at Customer’s sole risk and CLOUDHAPPEN shall not be liable for an infringement on intellectual property rights (e.g. copyright, trademark, patent or other proprietary rights)
- None Guaranteed of Services. CLOUDHAPPEN does not guarantee or warrant the availability of the Service or continuous, uninterrupted or secure access to the Internet.
- None Guaranteed of Backup. CLOUDHAPPEN does not guarantee or warrant that the data stored in CLOUDHAPPEN Internet Server will be backed up. Customer shall be responsible for keeping an independent backup of all data stored in the space allocated to Customer.
4. Payment Terms
- Customer is STRICTLY not allowed to perform any form of amendment or modification towards invoice issued by CLOUDHAPPEN. Customer must notify CLOUDHAPPENof any disputed charges within seven (7) days from the date of the invoice, otherwise, Customer will be deemed to agree to such charges and CLOUDHAPPEN will not be subject to making adjustments to charges or invoices.
- Fees payable monthly, quarterly or yearly will be paid in advance and will not be refundable in whole or part if the Agreement or any relevant part is terminated during the period to which the payment relates. The Customer will automatically be charged again at the end of their service prepay period unless The Customer has followed the Termination procedure.
- Customer shall pay the Fees according to the payment, without any, set-off, counterclaim, deductions or withholding; The Customer will be responsible for the payment of all taxes, duties (including stamp duty), fees and other charges made by any government authority in relation to this Terms of Services (other than taxes payable on the overall income of Cloudhappen Global Sdn Bhd).
- All accounts are set up on a pre-pay basis. All pricing is guaranteed for the term of pre-payment. The customer is responsible for all money owed on the account from the time it was established to the time that the customer notifies CLOUDHAPPEN in accordance with the cancellation procedures below of the termination of services.
- CLOUDHAPPEN is not responsible for Cheque collection; Customer shall be paying the invoice via CLOUDHAPPEN Customer’s Portal, MayBank2u.com, PayPal, Standard Charted Online Bill Payment Portal, bank in or wire transferred to CLOUDHAPPEN. The Customer must bear full responsibility to this Payment Term as Below:
All monthly charged bills are required to settle within 7 days from the invoice date.
All quarterly, half-yearly, or yearly charged bills are required to settle within 21 days from the invoice date
- Customer that have any unsettled invoices after their given due date will be suspended. If a further invoice falls due during the suspension of the Client’s account then this will be added to outstanding balance owed by the Client. Customer are still liable to all unsettled outstanding.
- PayPal may change the pricing for any existing by giving Customer at least 21-day advance notice. Price change for existing service or new service will be effective when CLOUDHAPPEN post an update on the CLOUDHAPPEN website or in a notice of Emails or faxes to the customer;
- Fees for service ordered by Customer shall begin on the date of the initial order and that date shall serve as the monthly anniversary date (“Anniversary Billing Date”) for all future billings including one time fees, upgrades, additional services, cancellations and service credits. Fees are due in advance of the monthly service cycle and will be billed on the anniversary date of each month.
- For any services offered by CLOUDHAPPEN on an hourly basis (“Hourly Services”), Customer shall specify the period of time for which the Hourly Services are requested, or cancel at any time. The minimum period of time for which Hourly Services may be requested is one (“1”) hour and Customer will be billed in full hourly increments, and no breakdown by minutes shall be permitted. Unless otherwise specifically stated in the Terms, Customers who request Hourly Services agree to all terms and conditions in CLOUDHAPPEN Terms, including but not limited to these Terms and the AUP. Customer will be billed for Hourly Services and receive any SLA credits, if applicable, on the Anniversary Billing Date.
5. Rescission and Termination
- CLOUDHAPPEN shall be entitled without any notice to the Customer to suspend or terminate this Agreement in the event the Customer fails to make payment due hereunder to perform any other obligation required to be performed by the Customer under this Agreement. In addition, the Customer agrees to pay all costs involved in collecting overdue accounts including inter alia all legal fees and disbursements incurred by the Provider.
- In the event the Customer breaches all or any of the provisions of this Agreement and after notice of such breach being given to the Customer and the Customer fails to remedy or rectify such breach within fourteen (14) Days of such notification, this Agreement shall be terminated and the Customer acknowledges that any unutilised portion of the Fees would be forfeited as agreed liquidated damages and this Agreement shall be null and void and neither party shall have any other claim whatsoever against the other save for any antecedent breach.
- In the event CLOUDHAPPEN breaches all or any of the provisions of this Agreement and after notice of such breach being given to CLOUDHAPPEN and CLOUDHAPPEN fails to remedy or rectify such breach within fourteen (14) Days of such notification, this Agreement shall be terminated and CLOUDHAPPEN shall refund such unutilised portion of the Fees and this Agreement shall be null and void and neither party shall have any other claim whatsoever against the other save for any antecedent breach.
- In the event a statutory provision prohibits, restricts or imposes adverse conditions upon the use or continued use of the Services during the Term, this Agreement shall be terminated and CLOUDHAPPEN shall calculate and apportion the Fees which have been utilised and CLOUDHAPPEN shall refund such unutilised portion of the Fees once the prohibition, restrictions or adverse conditions apply and this Agreement shall be null and void and neither party shall have any other claim whatsoever against the other save for any antecedent breach.
- In the event a petition for the winding up is presented against or a receiving or adjudication order in the winding up is made in respect of either party during the Term, this Agreement shall be terminated and shall be null and void and neither party shall have any other claim whatsoever against the other save for any antecedent breach.
6. Intellectual Property Rights and Customer Data
- License. Each Party shall, or procure to, grant to the other Party a royalty free, non-exclusive, non-transferable, revocable right to use the “Marks” (as set forth in Appendix 1) during the Term (as defined below) and solely for the provision of the Services in accordance with the terms and conditions of this Agreement. A Party shall obtain prior written approval from the other Party for all uses of the Marks. Whenever a Party uses the Marks of another Party, such Party shall clearly indicate the ownership of the Marks by the Party or its licensor(s).
- Retention of Rights. Both Parties and their licensor(s) shall retain all intellectual property rights and title in and to the Marks. CLOUDHAPPEN shall retain all concepts, techniques, processes, inventions, software or works of authorship or other proprietary information developed, embodied in or practiced in connection with CLOUDHAPPEN, including all modifications, enhancements, derivative works, configurations, translations, upgrades and interfaces thereto by any Party. Except as expressly provided in this Agreement, nothing in this Agreement shall be interpreted to mean that a Party has acquired any right, interest or title in any of the intellectual property rights of the other Party and its licensor(s). Upon expiry or termination of this Agreement, a Party shall immediately stop using the intellectual property rights of the other Party and its licensor(s) and destroy or return to the other Party materials comprising the intellectual property rights of the Party and its licensor(s).
- Customer Data. All customer data in connection with the purchase of CLOUDHAPPEN Products or Product Bundles by Customers solicited, recruited or invited by Customer will be owned by Customer. Notwithstanding the foregoing provisions, Customer shall, upon the request of CLOUDHAPPEN, to the extent permitted by applicable laws, provide information relating any Customer to CLOUDHAPPEN solely for its performance of its obligations under this Agreement on a need-to-know basis.
- Customer acknowledge that CLOUDHAPPEN shall not be liable for the security of Customer’s data of any of Customer’s Equipment or passing over the Services and that CLOUDHAPPEN shall have not obligation to ensure, and makes no representations or warranties concerning the security of such data. Customer shall be solely responsible for the data retrieved, stored or transmitted through the Services.
- Non-dilution of Trademarks. Neither Party shall use or register in any jurisdiction, domestic or foreign, any trademarks which may be reasonably deemed to be confusingly similar to the other Party’s Marks. Customer shall not in any online search engine or other online marketing channel bid on any keywords which include the word “CLOUDHAPPEN” in English, or any other language or any similar spellings or misspellings thereof.
- Unauthorized Access. Customer agree that CLOUDHAPPEN is not liable for any unauthorized access to Customer’s data even when the access occurs as a result of a fault in equipment or software owned, operated or supplied by CLOUDHAPPEN.
7. Support Services
CLOUDHAPPEN shall at all times provide a helpdesk for fault and general reporting, maintenance and support request, by the Customer (relayed by email, facsimile or telephone, to the contact person designated by CLOUDHAPPEN).
Support Ticket that reported after midnight (00:00 hour); CLOUDHAPPEN Support Team will only response to Customer on the first available business day. CLOUDHAPPEN shall ensure that its technician responds to the Customer prior to the expiry of the Mean Time to respond which commences from the time the Customer contacts CLOUDHAPPEN ‘s helpdesk.
CLOUDHAPPEN, shall resolve the problem reported by Customer, PROVIDED it is not prevented and PROVIDED the problem is material, prior to the expiry of the Mean Time to Repair which commences from the time Customer contacts CLOUDHAPPEN’s helpdesk and CLOUDHAPPEN technician acknowledges receipt of the reported problem/ at the expiry of the Mean Time to Respond. Based on the information Customer provide CLOUDHAPPEN in Customers’ support request ticket and after evaluation, CLOUDHAPPEN Support team will place Customer request into one of these severity levels. Expected response times will depend on the severity level.
7.1 Shared Hosting
- CLOUDHAPPEN Support Team is responsible for supporting CLOUDHAPPEN direct Customer. Resellers are responsible for supporting their clients by isolating specific problems that may be encountered while using our services.
- CLOUDHAPPEN Support Team will not offer technical support for third party vendor products that are outside of the existing server extensions.
- CLOUDHAPPEN Support Team does not support third (3rd) party applications which have been installed on CLOUDHAPPEN hosting servers. All Customers’ installed scripts must be configured by the customer, however, we will provide information regarding a servers’ specific configuration which is needed for such scripts to operate.
- Managed Cloud Service is compulsory to be charged for excessive trouble shooting and error correction of scripts which is the fault of the customer. Charges of Managed Cloud Services are not covered by this Terms and Conditions.
- Reinstatement Fee for: Shared Hosting Account. If CLOUDHAPPEN suspends the Customer’s shared account for non-payment, The Customer shall be allowed to reinstate The Customer’s use of the Services within Thirty (30) business days of suspension upon approval from CLOUDHAPPEN and full payment of balances due. A Reinstatement Fee as per Appendix I will be applied.
7.2 Dedicated Server / Co-location Service
- CLOUDHAPPEN reserves the right to refuse providing any support to the Customer if the informed case or issue not related to CLOUDHAPPEN.
- The Customers shall have the choice to engage “Managed Cloud” support from CLOUDHAPPEN to cover out requested support issue that are non – related to CLOUDHAPPEN. Customers are provided with an assured response time matrix for engaging queries; although due to the nature of some faults no guaranteed time-to-fix can be offered on customer equipment. Charges of Managed Cloud Services are not covered by this Terms of Services.
- Reinstatement Fee for: Cloud Hosting, Reseller Account, Virtual Private Server (VPS), Dedicated Server, Co location Account. If The Customer Cloud Hosting, Reseller Account, Virtual Private Server (VPS), Dedicated Server, Co location Account has been disconnect by CLOUDHAPPEN for the reason of non – payment, The Customer shall pay a Reinstatement Fee as per Appendix I prior to any Reinstatement of The Customer’s server and notify CLOUDHAPPEN with proof of payment via facsimile or email. Once payment received, The Customer account will be activated within twenty four (24) Business Hours.
CLOUDHAPPEN may withdraw from this Terms of Services if the Customer remains failed to remit payment 30 days after the service was interrupted. Without prejudice to any other of its rights and remedies, CLOUDHAPPEN will be entitled to remove The Customer’s data from its systems and any Equipment and/or put the Equipment to any use other than The Customer if any amount due under the Terms of Services is not paid within the time frame given of its due date for payment. CLOUDHAPPEN is not required to back up such data or return the same to the Client prior to any such removal or following termination of the Terms of Services.
The withdrawal from this Terms of Services shall take legal effect on the day when the withdrawal notification is delivered. CLOUDHAPPEN does not guarantee the delivery of the notification to the Customer, and its sending to the Customer’s email address shall be regarded as its delivery.
- The Customer agrees that from time to time CLOUDHAPPEN may disrupt the Service whilst conducting, routine tests, maintenance, upgrade or repair, to any part of the system used for the Service PROVIDED CLOUDHAPPEN gives the Customer not less than 3 days prior notice of such action.
- The Customer agrees that when an unforeseen event affects the system used for the Service, including but not limited to critical unforeseen maintenance, it is not practicable for CLOUDHAPPEN to give advance notice of a Service disruption and that CLOUDHAPPEN in such instances shall be entitled to disrupt the Services to conduct remedial works with or without prior notice.
- The Customer agrees that CLOUDHAPPEN has the right to carry out a forensic examination in the event of a compromise to, The Customer’s hosting account or to CLOUDHAPPEN’s server.
9. Customer’s Responsibilities
- Customer’s Content. Customer are solely responsible for the development, content, operation, maintenance, and use of Customer Content. For example, Customer are solely responsible for:
• The technical operation of Customer’s Content, including ensuring that calls Customer make to any Service are compatible with then current APIs for that Service;
• Compliance of Customer Content with the Acceptable Use Policy, the other Policies, and the law;
• Claims relating to Customer Content; and
• Properly handling and processing notices sent to Customer (or any of Customer’s affiliates) by any person claiming that Customer Content violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.
- Computer Equipment. Customer shall, at Customer’s own expense, install and maintain the necessary computer equipment and software to enable connection to CLOUDHAPPEN Internet Server, other than any equipment and/or software supplied by CLOUDHAPPEN under this Agreement.
- Harmful Content. Customer agree that it will not distribute, electronically transmit or display any materials supplied by Customer or through a third party to any CLOUDHAPPEN server in connection with Customer’s use of the Services which:
• Violate any state, federal or foreign laws or regulations;
• Infringe on any intellectual property rights (e.g. copyright, trademark, patent or other proprietary rights) of Cloudhappen or any third party;
• Are defamatory, slanderous or trade libelous;
• Are threatening or harassing;
• Are discriminatory based on gender, race, age or promotes hate which violate any CLOUDHAPPEN policy posted on the CLOUDHAPPEN Website including but not limited to those listed in CLOUDHAPPEN Acceptable Use Policy (AUP).
• Contain viruses or other computer programming defects which result in damage to CLOUDHAPPEN or any third party.
- Illegal Activity. Customer agree that it will not use the Services:
• To send unsolicited or unwelcome or bulk electronic mail messages to anyone or otherwise cause excessive or disproportionate load on the Services;
• For any unlawful purposes such as, but not limited to, vice, gambling or other criminal purposes whatsoever or for sending to or receiving from any person or displaying any message or posting which is offensive on moral, religious, communal or political grounds, or is abusive or of an indecent, obscene or menacing character;
• For any purpose which is against public interest, public order or national harmony;
• To publish defamatory, infringing, obscene or other unlawful materials;
• In connection with the infringement of the copyright, patent, trademark, trade secret or other propriety rights of any third party or rights of publicity or privacy;
• To interfere with, damage, disrupt or unlawfully use or gain access to any service, equipment or computer network without authorisation by the owner of the said service, equipment or computer network;
• To resell the Services or otherwise provide the Services to anyone unless permitted by CLOUDHAPPEN.
• In violation of any laws relating to unfair competition, anti-discrimination or false advertising; or
• That result in distribution of viruses, Trojan horses, worms, time bombs, bots, or other similar harmful or deleterious programming routines
- Licensed Third Party Software.You agree to use only properly licensed third party software in connection with the use of the Services.
- Reporting a Service Failure. You shall, prior to reporting a Service failure or problem, carry out all necessary steps to determine the cause of the Service failure or problem.
- Legal Costs. Each Party shall bear its own legal costs and expenses in the preparation and execution of this Terms of Services and in performing its obligations under this Terms of Services.
a) The Customer shall not assign The Customer’s rights under this Terms of Services, in whole or in part, without the written consent of CLOUDHAPPEN.
b) Notwithstanding any permitted Customer assignment, the Customer is responsible for its assignee’s obligations under this Terms of Services and to its acts or omissions.
c) CLOUDHAPPEN may by notice assign its right under this Terms of Services.
a) A Party may grant a waiver of its rights PROVIDED the waiver is in writing.
b) No waiver under Clause (a) for a breach of this Terms of Services shall operate as a waiver of a subsequent breach of Terms of Services or a continuing breach of Terms of Services unless expressly written.
c) Subject to Clauses (a) and (b), no:
(i) granting of time to a Party; or
(ii) relaxation, forbearance, delay or indulgence by the other Party, in enforcing a provision of this Terms of Services shall prejudice the other Party’s rights.
d) Unless provided under this Terms of Services, a Party shall not be liable for any loss, cost or expenses arising from a waiver under Clauses (a) and (b).
Severability. Any provision of this Terms of Services held invalid or unenforceable under the law shall be read down but only so far as required to be valid and enforceable and if that is not possible, such provision shall be severed from this Terms of Services to the extent of the invalidity or unenforceability without affecting the other remaining provisions of this Terms of Services.
Relationship of Parties. This Terms of Services does not form a partnership, joint venture or agency between the Parties. Neither Party shall bind the other Party in any other Terms of Services.
Third Party Beneficiary Right. The Parties agree that this Terms of Services does not confer any third party beneficiary rights.
Continuing Obligations. Obligations that continue after the expiry or termination of this Terms of Services shall continue without condition.
Entire Terms of Services
a) This Terms of Services constitutes the entire Terms of Services between the Parties.
b) All previous, written or oral, Terms of Services, communications, representations, warranties, negotiations, purchase orders or understandings between the Parties with respect to this Terms of Services:
(i) are superseded by this Terms of Services
(ii) are merged in this Terms of Services to the extent of its incorporation in this Terms of Services;
(iii) are of no effect; and
(iv) shall not constitute any collateral Terms of Services or warranty.
True Cyber Protection
Only one personal solution combines backup and anti-malware together to protect you from today’s threats – from accidents to failures to attacks.