Terms and Conditions

In the following, the terms below will have the following meaning unless the context clearly dictates otherwise:

Cloudify: Cloudify ApS, CVR no. 43aborned, 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.

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.

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.

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.

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

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.

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 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.

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.

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 3 years after its termination.

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.

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.

Cloudify primarily provides support on its own Services and always refers to external support for other services.

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.

Enquiries for Cloudify support are typically carried out by email to support@cloudify.biz so that requests are entered into our support ticket system. Support requests should include as much relevant information as possible (for example order, item or transaction references, screenshots and timestamps).

Cloudify continuously updates and maintains its own services and plugins. Updates will be ongoing, while critical updates will be handled immediately.

Cloudify will typically upgrade its service to newer versions but is not required to provide such upgrades. Cloudify may 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.

Planned maintenance 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.

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 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

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 60 days, either party may terminate the Agreement with immediate effect.

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.

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.

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.

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.