Terms And Condtions
Understanding Our Policies and Your Responsibilities
Terms and Conditions for Primus Cloud Solutions (PCS)
1. Introduction
1.1 Scope of Agreement:
Primus cloud solutions is built upon these Terms and Conditions, which we lovingly refer to as the "Terms". These Terms outline the rights, obligations, and responsibilities of both parties with respect to the provision and utilization of IT solution services offered by Primus Cloud Solutions.
1.2 Acceptance of Terms
By accessing, browsing, or using the Primus cloud solutions (PCS) website, or by engaging PCS for Services, the Customer unconditionally accepts these Terms. These Terms are a legally enforceable agreement between PCS and the Customer. If the Customer does not agree to these Terms, they must not access or use the PCS website or engage PCS for Services.
1.3 Amendment
Primus Cloud Solutions maintains the right to modify or amend these Terms at any time and without notice. Any changes to these Terms will become effective upon publishing on the PCS website or notification to the Customer. The continued use of the PCS website or Services following such modifications implies acceptance of the amended Terms.
1.4 Entire Agreement
These Terms, together with any Service Order or Statement of Work, form the entire agreement between Primus Cloud Solutions and the Customer and supersede all previous or contemporaneous communications, representations, or agreements, whether oral or written.
2. Services
2.1 Scope of Services
Primus Cloud Solutions will deliver the IT solution services as specified and defined in the applicable Service Order or Statement of Work (SOW) signed by the parties. The SOW shall serve as a full description of the Services to be provided, including but not limited to [list of prospective services, e.g., IT consulting, system integration, cloud migration, managed services, cybersecurity, data management, software development]. The scope of work, deliverables, timelines, and pricing must be properly outlined in the SOW. PCS will use commercially reasonable efforts to provide the Services in compliance with the terms and conditions of the SOW and any applicable industry standards.
2.2 Service Modifications
Primus Cloud Solutions reserves the right to change, amend, or stop the Services, or any component thereof, upon reasonable prior written notice to the Customer. Modifications may include changes to service levels, features, pricing, or the addition or removal of specific services. If the proposed alterations have a major and harmful impact on the Customer, the Customer may be able to terminate the Services in accordance with the termination procedures specified in these Terms. PCS will make commercially reasonable measures to limit disruptions to the Customer's operations during such service adjustments.
3. Customer Obligations
3.1 Information Provision
The Customer agrees to supply PCS with accurate, comprehensive, and up-to- date information required to provide the Services. Such information may include, but is not limited to, system setups, network specifics, user needs, and any pertinent data or documentation. Customer is responsible for maintaining the accuracy and completeness of all information submitted and must quickly notify PCS of any changes or updates.
3.2 Data Security and Protection
The Customer assumes entire responsibility for the security, protection, and backup of its data, systems, and networks. The Customer must take adequate security precautions to protect its confidential information and intellectual property. PCS will not be liable for any loss, damage, or unauthorized access to the Customer's data or systems unless it is caused by PCS’ gross negligence or deliberate misconduct.
3.3 Compliance with Laws
The Customer must follow all applicable laws, rules, regulations, and industry standards governing the Services, including, but not limited to, data privacy, cybersecurity, and export control requirements. The Customer must obtain and maintain all licenses, permits, and approvals required for the use of the Services.
4. Payment
4.1 Payment Schedule and Invoicing
Payment terms for the Services will be as specified in the applicable Service Order or Statement of Work (SOW). PCS shall issue invoices in accordance with the payment terms indicated therein. Unless otherwise specified in the SOW, invoices are payable upon receipt. All payments must be paid in [USD or CFA francs] to the address listed on the invoice.
4.2 Late Payments
Payments received by Primus cloud solutions beyond the due date mentioned in the invoice or SOW will be charged a late payment fee of [5%] per day or portion thereof. PCS also maintains the right to levy interest on overdue amounts per annum.
4.3 Suspension or Termination for Non-Payment
If the Customer fails to make any payment when due, PCS may, without limiting its other remedies, suspend or terminate the Services in whole or in part until such payment is received in full. PCS is not liable for any damages or losses caused by the Customer as a result of the suspension or termination.
5. Intellectual Property
5.1 Ownership of Intellectual Property
5. 1. 1 PCS Intellectual Property
PCS retains ownership of all intellectual property rights associated with the Services, including but not limited to copyrights, patents, trademarks, trade secrets, and know-how, as well as the software, documentation, methodology, procedures, and any other materials provided by Primus cloud solutions. The Customer is granted a limited, non-exclusive, and non-transferable license to use such intellectual property only for the purposes of using the Services in accordance with these Terms.
5.1. 2 Customer Intellectual Property
The Customer retains all intellectual property rights in the data, information, and materials submitted to PCS for the performance of the Services. PCSshall treat such intellectual property as confidential, and shall use it only for the purpose of performing the Services.
5.2 Data Ownership and Confidentiality
The Customer owns all data and information submitted to PCS for the performance of the Services. PCS will keep such data and information confidential and will not release it to third parties without the Customer's prior written agreement, except as required by law or permitted under these Terms.
6. Limitation of Liability
6.1 Limitation of Damages
Primus cloud solutions is partly (50%) liability for any claim arising from or in connection with the Services, whether in contract or tort it shall not exceed half of the total amount paid by the Customer to PCS for the Services during the six- month period immediately before the date of the claim. This restriction applies to all types of damages, including but not limited to direct, indirect, incidental, consequential, exemplary, or punitive damages, loss of profits, loss of data, and business interruption.
6.2 Exclusion of Certain Damage
PCS shall not be liable for any indirect, incidental, consequential, or punitive damages, as well as any loss of profits, data loss, or business interruption, arising from the customer’s negligence in connection with the Services, regardless of the form of action, whether in contract, tort, or otherwise, even if PCS has been advised of the possibility of such damages.
7. Term and Termination
7.1 Term of Agreement
The duration of this Agreement shall begin on the Effective Date provided in the Service Order or Statement of Work and continue for the initial time specified therein, unless early terminated in accordance with the provisions of this Section
7.2 Termination for Cause
Either party may terminate this Agreement for cause upon written notice to the other party, or if the other party materially breaches any of the terms of this Agreement and fails to repair such breach within [ten working] days of receiving such notice stating the breach the contact will be terminated.
8. Confidentiality
8.1 Confidential Information
8.1.1 Definition
For the purposes of this Agreement, "Confidential Information" refers to any information disclosed by one party (PCS customers) to the other party (Primus Cloud Solutions), whether orally, in writing, or electronically, that is marked as confidential or proprietary or should reasonably be understood to be so. Confidential information comprises trade secrets, company plans, financial information, customer lists, marketing strategies, technological data, and know- how.
8.1.2 Obligations
Primus Cloud Solutions keeps all customers’ secret Information strictly secret, use it only for the purposes of this Agreement, and take reasonable precautions to preserve such information. PCS does not reveal any Confidential Information to a third party without the customers’ prior written authorization, unless required by law or court order.
9.Governing Law and Jurisdiction
9.1 Governing Law
This Agreement shall be governed by and construed in accordance with the [data protection laws (GDPR)].
9.2 Jurisdiction and Venue
Any legal action or proceeding arising out of or in connection with this Agreement can be brought;
- To the place where the company's central administration and decision- making functions are located.
- In some cases, the data subject (the individual whose data was breached) can bring a claim in the courts of their habitual residence.
- While not a court, the supervisory authority in the Member State where the data controller or processor has its main establishment has the power to investigate and impose administrative fines.
10. Entire Agreement
10.1 Integration Clause
This Agreement is the complete and exclusive statement of the contents of the parties' agreement and replaces all previous or contemporaneous communications, statements, or agreements, whether oral or written, with respect to the subject matter hereof. No change, revision, or waiver of any aspect of this Agreement will be valid unless it is written and signed by authorized representatives of both parties.
11. Severability
If any term of these Terms is or becomes invalid, unlawful, or unenforceable in whole or in part, it will be deemed changed to the amount required to make it valid and enforceable. If such a revision is not practicable, the invalid, illegal, or unenforceable term will be removed from these Terms, while the remaining provisions will remain in full force and effect.
12. Service Level Agreements (SLAs)
12.1 Service Performance Metrics
Primus Cloud Solutions commits to providing the Services in accordance with the following Service Level Agreements (SLAs):
- Response Time: Primus cloud solutions commits to responding to customer inquiries or support requests as fast as possible.
- Resolution Time: Primus cloud solutions will use commercially reasonable efforts to resolve reported issues within [ten working days].
- Data Accuracy: Primus cloud solutions guarantee data accuracy depending on the specific services needed.
- Service Delivery: Primus cloud solutions will deliver [specific service] within the timeframe agreed-upon by parties involved.
13. Data Privacy and Security
13.1.1 Data Protection Measures
Primus cloud solutions is dedicated to ensuring the privacy and security of personal information. Primus cloud solutions employs suitable technical and organizational safeguards to maintain the security and confidentiality of personal data, including but not limited to:
- Access controls and authentication mechanisms
- Data encryption
- Regular security audits and vulnerability assessments
- Employee training on data protection and security
- Incident response plans
13.1.2 Data Breach Notification
Primus cloud solutions will notify the applicable data protection authorities and affected individuals without undue delay, and where possible, within 72 hours of becoming aware of the breach. The notification will contain information about the nature of the breach, the types of data affected, and the steps taken or proposed to be done by Primus cloud solutions to remedy it.
13.1.3 Compliance with Data Protection Laws
Primus Cloud Solutions follows all applicable data protection laws and regulations, including but not limited to the [General Data Protection Regulation (GDPR) and other relevant data protection laws]. Primus cloud solutions process personal data only for specific, explicit, and legitimate purposes, and shall not handle personal data in any way that is inconsistent with those aims.
14. Dispute Resolution
14.1 Dispute Resolution Process
14.1.1 Negotiation
In the case of a disagreement emerging from or in connection with this Agreement, the parties must first endeavour to resolve it through good faith negotiations. The parties shall appoint representatives with the authority to resolve the disagreement.
14.1.2 Mediation
If the disagreement cannot be addressed by negotiation within [Ten] days of the start of negotiations, the parties must participate in mediation. The mediation will be held in [any place chosen by the mediator] and overseen by [mediation organization]. The mediation costs will be split evenly by the parties.
14.1.3 Arbitration
If the dispute remains unresolved after mediation, it will be addressed by binding arbitration under the procedures of [arbitration institution]. The arbitration will be held in [place chosen by the arbitrator]. The arbitrator's award shall be final and binding on the parties.
15. Force Majeure
15.1 Definition of Force Majeure
A Force Majeure, shall mean any event or circumstance beyond the reasonable control of a party, which prevents or hinders such party from fulfilling its obligations under this Agreement. Examples of Force Majeure Events include, but are not limited to, acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, government actions, epidemics, pandemics, and failures of the internet or telecommunications networks.
15.2 Effect of Force Majeure
If a party is unable to perform its obligations under this Agreement due to a Force Majeure Event, that party is excused from such performance to the extent prohibited. The affected party must quickly notify the other party of the occurrence of the Force Majeure Event and its expected duration.
15.3 Obligations During Force Majeure
Regardless of the occurrence of a Force Majeure Event, the affected party must use commercially reasonable steps to alleviate the impact and resume performance of its duties as soon as practical.