Last Updated: 10/31/2025
1. Introduction
Welcome to CloudG Solutions (“we”, “us”, “our”). These Terms & Conditions (“Terms”) govern your access to and use of our website at cloudg.com (the “Site”) and the IT services, cloud services, managed services, and other professional offerings we provide (the “Services”). By using the Site or engaging our Services, you (“you”, “Client”, “Customer”) agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Site or receive our Services.
2. Scope of Services
We provide end-to-end IT, cloud, cybersecurity, VoIP, managed print, and related technology support services, as described on our Site.
Any services we perform will be subject to a separate service agreement or statement of work which references these Terms and includes details such as deliverables, fees, schedule, performance metrics, responsibilities, and other specifics.
3. Acceptance & Service Agreement
3.1 When you request Services, we will provide a proposal, statement of work, or service agreement describing the Services, fees, term, and other terms (“Service Agreement”).
3.2 These Terms are incorporated by reference into each Service Agreement and apply unless otherwise expressly modified in writing in the Service Agreement.
3.3 By signing a Service Agreement or otherwise accepting our proposal (in whatever form), you acknowledge that you’ve read, understood and accepted these Terms.
4. Fees, Payment & Term
4.1 Fees for Services will be set out in the Service Agreement. Unless otherwise stated, all fees are in U.S. dollars and payable within the timeframe specified (e.g., thirty (30) days from invoice) or as otherwise agreed.
4.2 Late payments may incur interest or fees as specified in the Service Agreement or at the maximum lawful rate.
4.3 Unless otherwise stated, Services commence on the date specified in the Service Agreement and continue for the initial term. After the initial term, Services may renew automatically or continue on a month-to-month basis as set out in the Service Agreement.
4.4 You are responsible for providing timely access, cooperation, and information necessary for us to perform the Services. If delays or additional work are required due to your lack of cooperation or changed requirements, additional fees may apply.
5. Client Responsibilities
You agree to:
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Provide us with accurate, up-to-date information, access to your systems, equipment, and data as reasonably required for performance of the Services.
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Ensure your use of the Services and your systems is in compliance with applicable laws and regulations (including data protection, export controls, privacy, cybersecurity, etc.).
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Maintain appropriate backups of your data unless a specific backup service is included in the Service Agreement.
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Use the Services only in accordance with the Service Agreement, acceptable use policies we provide (if any), and these Terms.
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Not abuse or misuse our services (including but not limited to unauthorized use of VoIP, attempts at hacking, infringing intellectual property, sending spam or malicious content).
6. Proprietary Rights & License
6.1 We retain all right, title and interest in and to our software, systems, methodologies, tools, and documentation used to deliver the Services (“Proprietary Materials”).
6.2 We grant you a limited, non-exclusive, non-transferable license to use our deliverables solely for your internal business purposes as set out in the Service Agreement.
6.3 You retain all right, title and interest in your pre-existing systems, data and intellectual property (“Client Materials”). You grant us the right to access, modify, manage, or integrate your Client Materials as necessary to perform the Services.
6.4 If third-party software or services are required in the performance of the Services, you agree to comply with the applicable third-party license terms.
7. Confidentiality
7.1 “Confidential Information” means all non-public information disclosed by one party to the other (whether orally, in writing or electronically) that is designated as confidential or reasonably should be understood as confidential given its nature.
7.2 Each party agrees to keep the other’s Confidential Information strictly confidential and to use it only for performing its obligations under the Service Agreement. Each party shall take reasonable measures to protect the other’s confidential information.
7.3 Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) is already known to the receiving party at disclosure; (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) is required by law to be disclosed (provided notice is given to the disclosing party if legally permissible).
7.4 Upon termination of the Service Agreement or upon request, each party shall return or destroy (at disclosing party’s option) the other party’s confidential information.
8. Data Protection & Security
8.1 We implement commercially reasonable technical and organizational measures to protect your data against unauthorized access, loss, alteration or destruction.
8.2 You acknowledge that even with such measures, no transmission or storage system can be guaranteed to be 100% secure, and we cannot guarantee absolute security.
8.3 You are responsible for compliance with applicable data protection laws in your jurisdiction and for obtaining any necessary consents for processing personal data.
8.4 If we process personal data on your behalf, we will act only in accordance with your documented instructions (unless required by law) and maintain confidentiality, implement security measures and only transfer data in accordance with applicable law.
8.5 Unless otherwise specified in the Service Agreement, we do not guarantee that your systems will remain free of malware, intrusion or unauthorized access, but we will promptly respond to incidents as defined in the Service Agreement.
9. Warranties & Disclaimer
9.1 We warrant that we will perform the Services using reasonable skill and care in accordance with industry standards.
9.2 Except as specified above, we make no other warranties of any kind, whether express or implied, including but not limited to merchantability, fitness for a particular purpose, uninterrupted service, or error-free operation.
9.3 We do not warrant that our Services will prevent all security breaches, downtime, data loss or other disruptions.
9.4 Your use of the Site is at your own risk. The Site is provided “as is” and “as available” without warranty of any kind.
10. Limitation of Liability
10.1 Except where prohibited by law, our total aggregate liability under or in connection with these Terms or the Service Agreement shall not exceed the total fees paid by you to us under the relevant Service Agreement in the twelve (12) months preceding the claim.
10.2 In no event shall we be liable for: (a) indirect, incidental, consequential, punitive or exemplary damages; (b) loss of profits, loss of revenue, loss of business, loss of data, or downtime; or (c) claims by third parties, even if advised of the possibility of such damages.
10.3 Nothing in these Terms excludes or limits our liability for death or personal injury resulting from our negligence, fraud or any statutory liability which cannot be excluded under applicable law.
11. Term & Termination
11.1 The Service Agreement will specify the initial term and renewal conditions.
11.2 Either party may terminate the Service Agreement for cause if the other party materially breaches the Service Agreement and fails to remedy such breach within thirty (30) days of written notice.
11.3 Upon termination or expiration of the Service Agreement: (a) you will pay for all Services rendered up to the date of termination; (b) we will cease providing Services; and (c) you will return or destroy our Proprietary Materials and we will return or destroy your Confidential Information, as applicable.
11.4 If you terminate prematurely in a manner inconsistent with the Service Agreement, you may be liable for any applicable termination fee or forfeiture of pre-paid amounts as set out in the Service Agreement.
12. Intellectual Property Infringement
If you believe that any materials on the Site or in our deliverables infringe a copyright or other intellectual property rights, please contact us at info@cloudg.com. We will investigate and respond as required by applicable law.
13. Acceptable Use & Prohibited Activities
You agree not to use our Services or Site to:
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violate any law, regulation or third-party right;
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transmit harmful, offensive, defamatory, infringing, obscene or otherwise illegal content;
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attempt to gain unauthorized access to any system, network or data;
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interfere with or disrupt the Services or Site (including through denial-of-service attacks or other malicious activities);
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use the Services to distribute spam, phishing, malware or other harmful code;
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reuse or copy our Proprietary Materials except as permitted under the Service Agreement.
14. Third-Party Services & Dependencies
14.1 Some Services may integrate or depend on third-party software, hardware, cloud platforms, telephony networks, or service providers (“Third-Party Services”). We do not control such Third-Party Services and are not responsible for their performance, availability, or security.
14.2 You agree to abide by the terms of any applicable third-party licenses and accept any limitations or warranties provided by third-party providers.
14.3 We will not be liable for issues, defects, or failures caused by Third-Party Services except to the extent caused by our negligence or breach of the Service Agreement.
15. Changes to These Terms
We may revise these Terms from time-to-time. When we do, we will post the updated Terms on the Site with a “Last updated” date. Your continued use of the Site or Services after the revision constitutes your acceptance of the updated Terms.
16. Governing Law & Dispute Resolution
16.1 These Terms and each Service Agreement shall be governed by and construed in accordance with the laws of the state in which our principal place of business is located, without giving effect to conflict-of-law principles. (If we are based in Utah, then Utah law applies.)
16.2 Any dispute arising out of or relating to these Terms or any Service Agreement shall be resolved by binding arbitration in the county of our principal place of business in accordance with the rules of [Insert Arbitration Organization], unless you and we agree otherwise. You may opt out of arbitration by sending us written notice within thirty (30) days of signing the applicable Service Agreement.
16.3 In the event arbitration is not available or enforceable, you and we each submit to the exclusive jurisdiction of the state and federal courts located in the county of our principal place of business.
17. Miscellaneous
17.1 If any provision of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
17.2 No waiver of any right or remedy under these Terms will be effective unless in writing and signed by an authorized representative of the waiving party.
17.3 These Terms, together with the Service Agreement and any other incorporated documents, represent the entire agreement between you and us regarding the Services and supersede all prior proposals, communications, or agreements.
17.4 Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other, except that we may assign to an affiliate or successor entity.
17.5 Headings are for convenience only and do not affect interpretation.
17.6 All notices under these Terms must be in writing and delivered via email, registered mail or courier to the addresses specified in the Service Agreement.
18. Contact Information
If you have any questions about these Terms or need to contact us, please use the following:
CloudG Solutions
Email: info@cloudg.com
Phone: (801) 833-0677