TERMS AND CONDITIONS OF SERVICE OF OMODOM LLC ("the Agreement")
1. Thank you for signing up for a private virtual platform as a service D2C.io with OMODOM LLC (“the Company“) at ‘https://d2c.io‘ (“Website“) owned and operated by OMODOM LLC located at 24, Serafimi Deryabinoi, Yekaterinburg, 620102, Russian Federation.
2. By placing an order, signing up or using or accessing any of the Company or related services, you agree to all the terms and conditions of the Agreement.
3. If you are using or ordering the Company’s service(s) or related service(s) on behalf of a Company or other entity, then “Customer” or “you” means that entity, and you are binding that entity to the Agreement. You represent and warrant that you have the legal power and authority to enter into the Agreement and that, if the Customer is an entity, the Agreement is entered into by an employee or agent with all necessary authority to bind that entity to the Agreement.
4. The terms and conditions of the Agreement (together with any other terms and conditions agreed in writing between the Company and the Client from time to time) constitute the entire agreement between the parties and supersede any previous agreement(s) or understanding(s) and may not be varied except with notice from the Company.
5. No failure or delay by the Company in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
DEFINITION AND INTERPRETATION
6. The following words used herein have the following definitions and meanings :-
6.1 ‘Authorised Users‘ refers to the Client’s employees , agents, contractor, third parties, staffs or any entity that is duly authorised to act on behalf of the Client
6.2 ‘Client‘ refers to you as the receiver of the Services and will also include inter alia, to your employees, agents, contractor, third parties, staffs or any entity that is duly authorised to act on behalf of you.
6.3 ‘Parties‘ collectively refers to ‘the Company‘ and its employees, agents, contractor, third parties, staffs or any entity that is duly authorised to act on behalf of the Company for the carrying out of the Services as the Service Provider and ‘You‘ as the Client and its authorised agents, contractors, employees or any entity duly authorised for and on behalf of you.
6.4 ‘Services‘ refers to the assistance we provided and will provide including but not limited to the list of Services hereinafter enlisted in the Website.
6.5 ‘Service Provider‘ refers to the Company and/or its employees, agent, contractor, third parties, staff or any entity that is duly authorised to act on behalf of the Company for the carrying out of the Services.
6.6 ‘We, Us or Our‘ refers to the Company and its employees, agents, contractor, third parties, staffs or any entity that is duly authorised to act on behalf of the Company for the carrying out of the Services.
6.7 ‘You or your‘ refers to the Client.
7.1 The Company shall provide the Services to the Client subject to the terms and conditions contained herein or any other reference to documents referred to by the Company to the Client or such other terms and conditions as may be agreed in writing between the Company and the Client.
7.2 The Company shall provide to the Client services relating to the management of applications, data, code, and related material (all of which together will be referred to as “Services”) in the cloud
7.3 If in any event, the Company is unable to provide the Services, it will inform the Client as soon as reasonably possible.
8.1 At the absolute discretion of the Company, it will provide the Client with the Services in its best endeavour to the Client prior to the signing and agreeing to the Agreement and/or on the basis agreed between the Parties.
8.2 In the event that the Company is unable to provide the Services within a reasonable period from the dates(s) and time(s) and the Company have agreed or notified the Client then the Client will have the rights subject to the terms and conditions contained herein to :-
8.2.1 exercise the Client’s option to wait until the Company is available to start performing the Services; or
8.2.2 terminate the Agreement (all claims for losses and damages are subject to the provisions contained herein)
8.3 In the event that the Company has begun performance of the Services and the Client has in the course of exercising your right of termination of the Agreement pursuant to the provision contained herein, the Client will be liable to pay for any Services incurred by the Company up to the date of termination of the Agreement.
8.4 Without limitation to any of the rights contained herein and contractual remedies, the Company reserves the right to claim for any loses and damages incurred as a result of the termination.
8.5 The Client shall not request the Company to perform Services which are immoral or unlawful in nature. The decision will be at the absolute discretion of the Company.
8.6 The Client shall endeavour to provide the Company with as much detailed information as possible regarding the Services under request in order for the Company to provide excellent services.
8.7 The Client shall not request the Company to perform Services to, from and for people or places where the Company’s staffs, employees, agents and any other duly authorised entities of The Company may experience any form of abuse, bodily harm or death.
9.1 The Company offers the following Schedule of Payments :-
(a) Free – 1 cloud host up to 1GB RAM, Low priority in task queue
(b) Pro $19 per month – Unlimited cloud and own hosts, high priority in task queue, container logs, DB Replication, vertical scaling, horizontal scaling, load balancing, container migration, multi-cloud and hybrid and deployment; or
(c) Enterprise – rate to be confirmed – Pro features, private cloud, role-based access control, managed orchestrator, LDAP/SAML/AD.
(collectively referred to as the “Charge“)
9.2. Payments made in any other currency will be converted at an internal rate of CBR at the moment of processing.
9.3 Credit card transactions are performed with the help of Internet Payment Service Provider ChronoPay which meets the highest security standards as required by the major credit card organizations. During payment transaction ChronoPay receives your credit card data. Then via SSL that provide communication security over the Internet, ChronoPay authentication server receives the data. The data are coded. ChronoPay supports the 3-D Secure programs Verified by Visa and MasterCard SecureCode. All credit card transactions are performed subject to the requirements of VISA International, MasterCard and other payment systems. The activity of ChronoPay complies with the current version of Federal Law “On Personal Data”. Processing of personal data of the payers is effected exclusively jn the territory of Russian Federation. ChronoPay has PCI-DSS certification and SA HackerSafe certification. According to
the standards of international payment systems your credit card data are kept neither in online store nor on ChronoPay authentication server.
9.4 Payments made in any other currency will be converted.
9.5 The Company requires payment for Services to be made prior to the performance of Service.
9.6 The amount stated per the Schedule of Payments is inclusive of Goods and Services Tax.
9.7 For any reasons, you fail to in any way make payment, the Company reserves the right to refuse to provide the Client with the Services or any part thereof and/or charge interest (at an interest rate of 8%) on any outstanding amounts if those outstanding amounts remain unpaid for more than 14 days from the date payment is required.
9.8 The Company shall be entitled to vary the Charge from time to time and shall communicate any such changes to the Client before any payment is made.
9.9 The Company shall be entitled to invoice the Client for any incidental costs incurred during the facilitation of the Client’s request, including costs from unexpected delays, toll charges etc.
10.1 The Company may engage third party suppliers on your behalf for the purpose of providing you with the Services. All terms and conditions of the Third Party Supplier will be binding on the Client.
10.2 By engaging in the Services, you authorise the Company and its authorised staff, employees, agents and entities duly authorised by the Company to engage Third Party Suppliers on the Client’s behalf and all action(s), contracts entered into between the Company and Third Party Suppliers are deemed duly authorised by the Client. All contract are made on the Client’s behalf and in no way will render and/or constitute and attract personal liability whatsoever on the Company.
10.3 The Client will be liable for any payment(s) or monies due and payable to the Third Party Supplier and will be paid in accordance with the contract the Company signs and accepts on the Client’s behalf with the Third Party Supplier.
10.4 The Company will in its best endeavour provide and seek your authorisation and review of any payments and services from the Third Party Supplier. The Company will use its utmost reasonable efforts to select the Third Party Supplier for the purpose of performing the Services.
10.5 The Company’s duty to choose a Third Party Supplier is discharged by exercising reasonable efforts and will not in any way be liable for, including but not limited to the fault, misrepresentation, genuine of goods, warranties of the Third Party Supplier.
10.6 The Company does not in any way whatsoever warrant the services and goods of the Third Party Supplier.
10.8 The Company will not be liable for any disputes arising out of and in connection and including but not limited to any agreement(s) made between you and the Third Party Supplier(s) and you hereby agree to indemnify and release the Company and its authorised employee, staffs, agents and/or other entities duly authorised by the Company from any liability whatsoever in respect of any claim(s), disputes or action arising out of or in connection to you and the Third Party Supplier.
10.9 In the event that the Client wishes to file a complaint against the Third Party Supplier, such complaints should be made directly to the Third Party Supplier.
11.1 After the Parties have entered into the Agreement, refunds may only be requested, subject to the final discretion of the Company when performance by the Company has not begun.
11.2 Any refunds made by the Company will be with reduction of the direct costs including any handling costs.
11.3 Without prejudice to any other rights and remedies available, the Company shall have the right to terminate the Agreement for the provision of all or any of the Services upon written notice if the Client commits a serious breach of the terms and conditions contained herein. The Company reserves the right to claim against the Client including but not limited to losses and damages as a result of the termination by the Client.
11.4 On termination for any reason whatsoever, the Client shall immediately make payment to the Company of all and any sums outstanding and owing to the Company.
11.5 In the event that a deposit is paid by the Client, at the sole discretion of the Company, the deposit will be retained by the Company and for the necessary deduction of the Company losses and costs without prejudice to its rights to further claim damages against you.
LIABILITY, EXCLUSION AND LIMITATIONS
12. The Company warrants to the Client that it shall use all of its reasonable endeavours to provide the Services using reasonable care and skill and as far as reasonably possible, in accordance with the Client requests and instructions.
13. The Company will not exclude or limit liability for its negligence or negligent omission which causes personal injury or death.
14. The Company shall not be liable for any loss, cost, expense or damage of any nature whatsoever (whether direct or indirect) resulting from the use of Services except where it is expressly determined that a person acting under the direct instruction of the Company has knowingly acted in a negligent manner.
15. The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from requests or instructions supplied by the Client which are incomplete, incorrect or inaccurate or any other fault of the Client.
16. The Company shall not be liable or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.
17. Subject to the provisions of the terms and conditions contained herein, the maximum liability of the Company to the Client for breach of any of its obligations hereunder shall be limited to the value of the Schedule of Payments (provided that the Charge has at such time been paid by the Client in full).
DISCLOSURE OF INFORMATION
18. All information received by the Company in relation to the Client shall remain confidential and, except as maybe required by law, the Company shall not, without the Client’s prior written consent, disclose or divulge to any third party any information of any nature whatsoever in relation to the Client.
20. Unless the Company receives notice from the Client to the contrary, the Company shall from time to time provide to the Client (by post, telephone or email) such information in relation to the Services that The Company considers may be of interest to the Client.
21. The Company may update or modify this Agreement from time to time. If the Company modifies the Agreement during the Services, the modified version will take effect upon the next Service.
22. Client may be required to check the update version from time to time after the modified version takes effect, in any event the continued use of the Services shall constitute acceptance of the modified version.