These are the terms on which you may access and use the web-based application known as "CloudMilling" and the website on which it is presented, in each case as we may make it available from time to time (the "Application"). If you do not accept these terms, you may not access or use the Application.
We are CloudMilling Limited, a company incorporated in England with company number 11251871. Our registered office is at Stone House, North Road, Kingsland, Herefordshire, United Kingdom, HR6 9QJ. You can contact us by email on [email protected] Our VAT number is GB383182291.
When we refer in these terms to "you", we refer either to the natural person who is accessing the Application in their own right, or where it is accessed on behalf of a company or other legal person, to that company or legal person.
The Application is intended to be used by businesses, by design, engineering and manufacturing professionals, by students studying to enter those professions, and by expert hobbyists, and so it assumes that the user has the requisite level of expertise and technical understanding of the subject matter.
Some of these terms only apply if you are a consumer and other terms only apply if you are not a consumer, so please make sure you read these terms carefully. For the purposes of these terms, you are a 'consumer' if you are using our Application as an individual for purposes wholly or mainly outside of your trade, business, craft or profession.
Access to the Application
So long as you comply with these terms, you may access and use the Application for its intended use. If you are a consumer, then you must be at least 18 years old to use the Application.
If you create an account to use the Application (or we issue you with account credentials to use the Application), then you must keep your access credentials secure and confidential, and you must not share them with any other person or allow any other person to use your account. You are solely responsible for all actions taken in or in connection with the Application by any person using your access credentials in breach of this clause unless and until you tell us that your access credentials have been compromised and we have had a reasonable opportunity to take appropriate action.
The Application and its underlying programs, databases, schemas, structures, concepts, ideas, technologies, systems and other materials are our valuable intellectual property and/or confidential information, or that of our licensors. Therefore you agree that you will not, and will not allow any other person to:
except as may be allowed by applicable law which is incapable of contractual exclusion:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, translate, transmit or distribute all or any portion of the Application in any form and by any means, other than as expressly permitted by these terms;
attempt to access the source code for the Application, including any client side components of it unless provided in source code form; or
attempt to reverse compile, reverse engineer, disassemble, or gain any unauthorised access to or privileges in the Application or any of the technologies, programs and systems comprising it or supporting its operation;
access or use the Application in order to build a product or service which competes with it; or
resell or otherwise provide or make available the Application or any part of it or the benefit of its operation to third parties, without our express agreement in writing.
Except for the express limited rights granted by these terms, all of our rights in the Application and those of our licensors are fully reserved.
As between you and us, you are responsible for obtaining and operating all of the equipment, software and network connections and services necessary to access and use the Application, and we have no liability in respect of any failure or incompatibility in any of your or any third party's equipment, software or network connections.
We may suspend or terminate your or any other person's access to the Application, temporarily or permanently, at any time and for any reason.
We do not promise to ensure that the Application is available, nor that it will function correctly. While we use reasonable efforts to keep the Application free from malware, you are solely responsible for the security of your own computers, devices and data, and we do not accept any liability for any effect that the Application may have on your computers, devices or data.
Certain features and functions of the Application may require payment of certain fees in order to access or use them ("Paid Features"). Our current fees for Paid Features and the payment methods we accept are accessible through the Application, and we reserve the right to revise them from time to time, but those revisions will not apply to fees you have already paid in advance, and if you do not accept any revised fees, you may instead cease using the relevant Paid Features. You may not use Paid Features unless you pay the applicable fee, except as part of a time-limited trial, beta or pre-release under which we give you access to them for free.
All fees are stated exclusive of VAT. You agree to pay any applicable VAT on any fees. If you are not a consumer, we will provide you with a VAT invoice on request.
We will send you an order confirmation email once we have processed your payment.
All fees are non-refundable, except that if we terminate your access to the Application for reasons other than your breach of these terms then we will refund to you any fees which you have paid in advance for Paid Features which you have not received.
Consumer cancellation rights for Paid Features
This clause 3 only applies if you are a consumer.
You have 14 days from the date of your order confirmation email to change your mind and cancel your order for Paid Features.
We will not provide any Paid Features during the 14-day cancellation period unless you request for us to do so by ticking the relevant box when you place your order. We are under no obligation to accept your request.
If you request for us to start providing Paid Features during the 14-day cancellation period and we agree to do so, then:
you lose your right to cancel once you have fully used the Paid Features and will not be entitled to a refund even if the cancellation period has not expired;
if you have not fully used the Paid Features, then you will be required to pay for the Paid Features used up to the time that you told us that you want to cancel.
To cancel your order for Paid Features, please email us at [email protected] You can also use the cancellation form available at the end of these terms.
We will provide you with a refund as soon as possible and no later than 14 days after the day on which you told us that you want to cancel. If you have used any Paid Features during the cancellation period, we will make deductions from any refund due to you as explained above.
We will issue your refund to the same payment method you used when you placed your order.
You will retain ownership of any intellectual property rights that you have in anything you upload to the Application, such as your design files ("Your Materials").
You grant to us a royalty-free, non-exclusive, worldwide licence to copy, distribute and create derivative works from Your Materials but only to the extent which is necessary for the purposes of operating and maintaining the Application, diagnosing problems with the Application, and for analysis of how the Application is used to inform future development of the Application. In particular, we do not have any right to manufacture or commercially exploit any design which Your Materials may contain.
We are not responsible for securing or backing up Your Materials. You must retain your own backup copies. We reserve the right to remove Your Materials or any of them from the Application, at any time and for any reason.
The Application includes functions which process certain of Your Materials and produce output files derived from Your Materials, which are then made available to you to download ("Output Files").
To the extent that Output Files generated from Your Materials by you using the Application may include materials in which we have intellectual property rights, we grant to you a royalty-free, non-exclusive, worldwide, sublicensable licence to copy, communicate and distribute those Output Files, so long as:
you have paid any applicable fees for using the relevant Paid Features of the Application;
you do not remove any of our or our licensors' copyright notices or other legends included in those Output Files; and
if you are a consumer, you do not use the Output Files in connection with any business or profession.
We are not responsible for maintaining the master copy of Output Files. You must retain your own backup copies. We reserve the right to remove Output Files or any of them from the Application, at any time and for any reason.
Misuse of the Application
You must not, and you will not allow any other person to:
upload to, or communicate or distribute through, the Application any content or material:
that is unlawful, defamatory, obscene, pornographic, abusive, harassing, or which tends to promote discrimination against any person or class of persons on the basis of a characteristic protected by applicable law; or
which infringes or is reasonably likely to infringe the intellectual property rights or other rights of any person, or misappropriates or misuses the trade secrets of any person, or which is likely to result in a breach of any obligation of confidence owed to any person;
make any automated requests to the Application or direct any "bot" or automated system to use or access the Application;
use or attempt to use or misuse the Application in any way that is criminal or otherwise unlawful in any relevant jurisdiction;
damage, disable or impair the Application, attack it, or use it as an attack vector or means of attack against any other system, computer or network;
carry out or attempt performance or penetration testing against the Application; or
circumvent or attempt to circumvent any technical measures or restrictions controlling access to or use of the Application, or gain or attempt to gain any greater level of access to the Application than is permitted by those measures or restrictions or these terms.
All representations, warranties, conditions and other terms other than those contained in these terms, whether expressed or implied by law, by trade custom or otherwise, are hereby excluded to the fullest extent permitted by law. In particular, we do not warrant or represent that the Application will be uninterrupted or error-free, nor that the Output Files and other information and materials accessible using the Application or the results of using the Application or the Output Files will be accurate or produce correct results. The Application and the Output Files are provided entirely on an "as-is" basis.
This clause 7 does not apply if you are a consumer.
Defects in Paid Features if you are a consumer
This clause 8 only applies if you are a consumer.
We must provide the Paid Features to you using reasonable skill and care. If we do not, then you can ask us to fix it, or get some money back if we cannot fix it.
This is a summary of some of your key rights. They are in addition to your cancellation rights set out in clause 3 above. For more detailed information on your rights, visit the Citizens Advice website at www.citizensadvice.org.uk or call 0808 223 1133.
This clause 8 does not apply to features or functions of the Application which are not Paid Features or which are clearly stated to be in beta or pre-release form.
For information about how we use personal data, please see our privacy notice at www.cloudmilling.com/privacy. Our privacy notice does not form part of these terms.
Our liability to you - consumers
This clause 10 applies if you are a consumer.
If we breach these terms or are negligent, we are liable to you for foreseeable loss or damage that you suffer as a result. By 'foreseeable' we mean that, at the time the contract was made, it was either clear that such loss or damage would occur or you and we both knew that it might reasonably occur, as a result of something we did (or failed to do).
We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by our breach or negligence, or any business loss or damage.
We are not liable to you in respect of features, functions or versions of the Application which are clearly stated to be in beta or pre-release form, which you use at your own risk.
Nothing in these terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.
Our Liability to you - non-consumers
This clause 11 applies if you are not a consumer.
Nothing in this clause 11 will limit or exclude our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other matter for which it is unlawful under English law to limit or exclude liability (as the case may be).
Subject to clause 11.1, we will have no liability arising under or in connection with the Application, any Output File or these terms for: (i) any loss or damage arising out of your use or misuse of the Application or breach of these terms; (ii) any loss of profits, revenue, anticipated savings or opportunity; (iii) any increased costs; (iv) any loss, destruction or corruption of data; (v) any loss of, or damage to, goodwill or reputation; (vi) any loss of management time or the cost of any increased administrative burden; or (vii) any indirect or consequential loss.
Subject to clauses 11.2 and 11.3 above, our maximum liability arising under or in connection with the Application, any Output File and/or these terms will be limited to an amount equal to the lesser of: (i) the fees which you have paid to us in respect of the Output File(s) affected in the three (3) months preceding the event or last in the series of connected events giving rise to liability; and (ii) £1,000 (one thousand pounds sterling).
Events beyond our control
We are not liable to you if we fail to comply with these terms because of events or circumstances beyond our reasonable control.
We may amend these terms from time to time, and may make further access to the Application conditional on your acceptance of those amended terms. If you do not accept those amended terms then you can cease use of the Application, in which case we will refund to you any fees you have paid for Paid Features you have not received.
These terms contain the whole agreement between you and us, and supersede all prior agreements, arrangements and understandings between you and us, relating to your use of and access to the Application. You acknowledge that, in agreeing these terms and/or using or accessing the Application, you do not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to these terms or not) (each, a "Representation") beyond those expressly set out in these terms. Nothing in this clause 13.2 shall limit or exclude any liability for any fraudulent Representation.
You may not assign your rights under these terms without our written permission. We may assign our rights and subcontract our obligations under these terms without restriction. These terms will be binding on your and our successors and assignees.
A person who is not a party to the agreement formed by these terms shall have no right whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of it.
If any provision of these terms is held to be invalid or unenforceable for any reason, that provision shall, if possible, be adjusted rather than voided, in order to achieve a result which corresponds to the fullest possible extent to the intention of the parties. The nullity or adjustment of any provision of these terms shall not affect the validity and enforceability of any other provision of these terms.
Our failure to enforce a provision of these terms or any rights with respect thereto (or any delay in so doing) shall not be a waiver of that provision or right, or in any way affect the validity of these terms. A waiver of any claim for a breach of these terms shall not operate to waive any claims in respect of any other breach.
These terms and all non-contractual obligations arising out of or in connection with them are governed by English law and subject to the exclusive jurisdiction of the English courts, except that if you are a consumer resident in a different part of the United Kingdom then you can also bring a claim against us in the courts of the part of the United Kingdom where you live.
Cancellation form for consumers
If you wish to exercise your cancellation rights, please copy and paste the form below, complete the details and return the form either by email to [email protected] or by registered post to CloudMilling Limited, Stone House, North Road, Kingsland, Herefordshire, United Kingdom, HR6 9QJ.
I ………………………………………………. hereby give notice that I cancel my contract of sale of the following Paid Features of the "CloudMilling" service:
Which I ordered on ………………………………………………Please insert your name and address below, and if you are sending this form to us on paper, please sign it.