Terms of Service
The legal agreement governing use of OceanCloud's consulting services and website.
The legal agreement governing use of OceanCloud's consulting services and website.
By engaging OceanCloud LLC ("OceanCloud", "we", "us") for consulting services or by using our website at oceancloudconsults.com, you ("Client", "you") agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use our services or website.
These terms apply to all consulting engagements, support agreements, training sessions, and any other services provided by OceanCloud. A separate Statement of Work (SOW) or Service Agreement may supplement these terms for specific projects.
OceanCloud provides Microsoft 365 and SharePoint consulting services including, but not limited to:
All services will be performed in accordance with any agreed Statement of Work. OceanCloud reserves the right to subcontract portions of the work to qualified Microsoft-certified partners, subject to the same confidentiality obligations.
OceanCloud does not guarantee specific outcomes from Microsoft platform features, licensing changes, or third-party integrations that are outside of our control. We will make commercially reasonable efforts to achieve agreed objectives.
To enable OceanCloud to deliver services effectively, you agree to:
OceanCloud shall not be liable for delays or failures caused by the Client's failure to meet these obligations.
Fees are set out in the relevant Statement of Work, proposal, or support agreement. OceanCloud charges on a time-and-materials, fixed-price, or monthly retainer basis depending on the engagement type.
Invoices are issued monthly in arrears (for retainer and T&M work) or at project milestones (for fixed-price work). Payment is due within 30 days of the invoice date.
Late payments may incur interest at 1.5% per month on the outstanding balance. OceanCloud reserves the right to suspend services on accounts more than 45 days past due.
Pre-approved travel and out-of-pocket expenses (e.g., software licences, training materials) are billed at cost with supporting receipts.
Upon receipt of full payment, OceanCloud assigns to the Client all custom deliverables created specifically for the Client's project (e.g., custom SharePoint sites, Power Apps, bespoke Power Automate flows).
OceanCloud retains ownership of:
Clients receive a perpetual, royalty-free licence to use any OceanCloud frameworks or templates embedded within project deliverables.
Both parties agree to keep confidential all non-public information exchanged during the engagement ("Confidential Information"). This obligation survives termination of the engagement for a period of three (3) years.
Confidential Information does not include information that is publicly available, independently developed, or disclosed under legal compulsion.
OceanCloud will not disclose client data or project details to third parties without prior written consent, except as required by law or to subcontractors bound by equivalent confidentiality obligations.
To the fullest extent permitted by applicable law:
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be limited.
Either party may terminate a project engagement with 30 days' written notice. The Client shall pay for all work completed up to the termination date. Fixed-price projects may be subject to cancellation fees as specified in the relevant Statement of Work.
OceanCloud may terminate immediately if the Client breaches these terms (including non-payment), becomes insolvent, or engages in conduct that OceanCloud reasonably considers harmful to its reputation.
On termination, OceanCloud will provide the Client with all completed deliverables and, where possible, a handover document to enable continuity.
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions.
Before initiating any formal dispute process, both parties agree to attempt to resolve the dispute informally. The party raising the dispute shall provide written notice describing the issue in reasonable detail. Both parties shall negotiate in good faith for a period of at least 30 days before escalating.
If informal resolution fails, either party may request non-binding mediation administered by a mutually agreed mediator. The costs of mediation shall be shared equally unless otherwise agreed.
If mediation fails or either party declines, disputes shall be subject to the exclusive jurisdiction of the federal and state courts located in Delaware. Both parties waive any objection to venue in such courts.
If you have questions about these Terms of Service, please contact us:
OceanCloud warrants that:
Except as expressly stated above, all services are provided "as is" without warranty of any kind, express or implied. OceanCloud does not warrant that:
OceanCloud's advice is based on the information provided by the Client and the state of the Microsoft platform at the time of the engagement. Platform changes made by Microsoft after delivery are outside our control and responsibility.
Neither party shall be liable for any failure or delay in performance of its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to:
The affected party shall notify the other in writing as soon as practicable. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement without penalty, with payment due only for work completed to date.
OceanCloud reserves the right to update these Terms of Service at any time. We will notify existing clients of material changes by email with at least 30 days' notice. The updated terms will also be published on our website with a revised "Last updated" date.
For website visitors, continued use of the website after a change constitutes acceptance of the updated terms. For ongoing service engagements, continued engagement after the notice period constitutes acceptance. If you do not agree to the revised terms, you may terminate your engagement in accordance with Section 8.
Our team is happy to clarify any aspect of our service agreement before you engage.
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