Please read these Terms and Conditions carefully before using any services provided by Criollo Cloud Ltd. By engaging our services, accessing our website, or entering into any contract with us, you agree to be bound by these Terms and Conditions in full. If you do not agree with any part of these Terms, you should not use our services.
1. Definitions and Interpretation
In these Terms and Conditions, the following definitions apply unless the context requires otherwise:
“Company,” “We,” “Us,” “Our” refers to Criollo Cloud Ltd, a company registered in the United Kingdom, including all trading names, brands, divisions, and subsidiaries operating under Criollo Cloud Ltd.
“Client,” “You,” “Your” refers to any individual, business, organisation, or entity that engages our services, enters into a contract with us, or accesses our website.
“Services” refers to all products, platforms, software, web development, cloud-based solutions, telecommunications services, consultancy, support, and any other services provided by the Company.
“Contract” refers to any written agreement, proposal, statement of work, service order, or other binding arrangement between the Company and the Client for the provision of Services.
“Deliverables” refers to any work product, software, code, designs, documentation, reports, or other materials created or provided by the Company under a Contract.
“Telecommunications Services” refers to any voice, data, messaging, call routing, or connectivity services provided by the Company or facilitated through the Company’s partner providers.
“SLA” refers to a Service Level Agreement, which is a separate document setting out specific performance standards, uptime guarantees, and support obligations relating to particular Services.
“Intellectual Property” refers to all patents, copyrights, trademarks, trade secrets, designs, database rights, domain names, and all other intellectual property rights of any kind, whether registered or unregistered.
2. Trading Names and Associated Brands
Criollo Cloud Ltd may operate under one or more trading names, brands, or divisions. These Terms and Conditions apply equally to all services provided under any trading name or brand associated with Criollo Cloud Ltd. Any reference to “Criollo Cloud” in these Terms shall be interpreted as including all such trading names and associated entities.
The following trading names currently operate under Criollo Cloud Ltd:
- Criollo Cloud
- Vibe Caller
This list may be updated from time to time at our discretion. Clients engaging with any of the above trading names are bound by these Terms and Conditions as though they were contracting directly with Criollo Cloud Ltd. In the event that a trading name is added or removed, existing contracts shall remain unaffected unless the Client is notified otherwise in writing.
3. Scope of Services
Criollo Cloud Ltd provides a range of technology services including, but not limited to, AI-powered web and software solutions, bespoke software development, bespoke web development, cloud-based services, and telecommunications services. The specific scope, deliverables, timelines, and costs of any engagement will be defined in the relevant Contract between the Company and the Client.
We reserve the right to modify, update, or discontinue any of our Services at any time, provided that any changes to Services being actively delivered under an existing Contract will be communicated to the Client in writing with reasonable notice.
4. Client Contracts and Engagement Terms
4.1 Formation of Contract
A binding Contract is formed when the Client accepts a proposal, signs a statement of work, places a service order, or otherwise confirms their agreement to engage the Company’s Services in writing. Verbal agreements are not binding unless subsequently confirmed in writing by the Company.
4.2 Types of Engagement
Our engagements may take one or more of the following forms, depending on the Client’s requirements. A single Client relationship may involve a combination of these engagement types:
Project-Based: A defined scope of work with agreed deliverables, timelines, and a fixed or estimated cost. Payment terms and milestones will be set out in the relevant Contract.
Subscription-Based: Ongoing access to products, platforms, or services on a recurring basis (monthly or otherwise), subject to the minimum contract period and cancellation terms outlined in these Terms.
Usage-Based: Services billed according to consumption, volume, or usage metrics as defined in the relevant Contract. Usage-based charges may apply in addition to subscription or project fees.
The specific engagement type, pricing structure, and associated terms will be clearly documented in each Contract.
4.3 Minimum Contract Period
Unless otherwise agreed in writing, all Contracts are subject to a minimum term of thirty (30) days from the date of commencement. During this minimum period, the Contract cannot be terminated by the Client except in the circumstances described in Section 4.5.
4.4 Payment Terms
All invoices are payable within thirty (30) days of the invoice date unless otherwise specified in the Contract. Payment must be made in full and in the currency stated on the invoice. The Company reserves the right to charge interest on overdue payments at the rate of 8% above the Bank of England base rate per annum, calculated daily from the due date until payment is received in full, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Where a project or engagement requires an upfront deposit, this will be specified in the Contract and must be received before work commences. Deposits are non-refundable unless the Company fails to commence work within a reasonable period following receipt of the deposit and all required materials from the Client.
The Company reserves the right to suspend or withhold Services if any payment remains outstanding beyond the due date. Any costs incurred by the Company in recovering overdue payments, including reasonable legal fees, may be charged to the Client.
4.5 Cancellation and Termination
Either party may terminate a Contract by providing the other party with a minimum of thirty (30) days’ written notice. Written notice must be sent by email to the contact address specified in the Contract or, in the case of notice to the Company, to legal@criollocloud.com.
Upon termination, the Client shall remain liable for all fees and charges incurred up to and including the date of termination, as well as any costs for work already completed or committed to that cannot reasonably be reversed or reallocated.
The Company may terminate a Contract immediately and without notice in the following circumstances: (a) the Client breaches any material term of the Contract or these Terms and Conditions; (b) the Client fails to make payment within fourteen (14) days of receiving written notice of overdue amounts; (c) the Client enters into insolvency, administration, liquidation, or any analogous process; or (d) the Client uses the Services for any unlawful, fraudulent, or abusive purpose.
Termination of a Contract shall not affect any rights, obligations, or liabilities that have accrued prior to the date of termination.
4.6 Service Level Agreements
Where applicable, the Company may provide a separate Service Level Agreement setting out specific performance standards, uptime commitments, support response times, and remedies for the Services. The SLA will be provided as a standalone document and will form part of the Contract. In the event of any conflict between the SLA and these Terms and Conditions, the terms of the SLA shall prevail in respect of the specific matters covered by the SLA.
5. Client Obligations
The Client agrees to provide the Company with all information, materials, access, and cooperation reasonably required for the Company to perform the Services in a timely manner. The Client acknowledges that any delay or failure to provide such information or cooperation may result in corresponding delays to the delivery of the Services, for which the Company shall not be liable.
The Client is responsible for ensuring that any information provided to the Company is accurate, complete, and not misleading. The Company shall not be liable for any defects, delays, or losses arising from inaccurate or incomplete information provided by the Client.
The Client shall not use the Services for any purpose that is unlawful, fraudulent, defamatory, harassing, or otherwise harmful, or in any manner that could damage, overburden, or impair the Company’s systems, networks, or reputation. The Client is solely responsible for ensuring that their use of the Services complies with all applicable laws, regulations, and industry codes of practice.
6. Telecommunications Services
Where the Company provides Telecommunications Services, including but not limited to voice services, call routing, inbound and outbound calling, and connectivity facilitated through the Company’s infrastructure or partner providers, the following additional terms shall apply.
6.1 Regulatory Compliance
The Company and the Client acknowledge that the provision and use of Telecommunications Services are subject to applicable UK legislation and regulations, including but not limited to the Communications Act 2003, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), the Telecommunications (Security) Act 2021, the Data Protection Act 2018, the UK General Data Protection Regulation (UK GDPR), and any relevant Ofcom General Conditions of Entitlement and guidance.
Both parties shall comply with all applicable laws and regulatory requirements in connection with the Telecommunications Services. The Company shall use reasonable endeavours to ensure that its infrastructure and partner providers operate in accordance with UK telecommunications regulations.
6.2 Company Obligations for Telecommunications Services
The Company shall use commercially reasonable efforts to provide the Telecommunications Services in a reliable, secure, and consistent manner. The Company shall maintain appropriate technical and organisational measures to protect the integrity and security of telecommunications traffic passing through its systems. Where the Company utilises third-party or partner providers to deliver Telecommunications Services, the Company shall ensure that such partners are contractually obligated to meet equivalent standards of compliance, security, and service quality.
The Company shall provide the Client with reasonable notice of any planned maintenance, service changes, or interruptions that may affect the Telecommunications Services. In the event of an unplanned service disruption, the Company shall take reasonable steps to restore the service as promptly as possible and shall keep the Client informed of progress.
6.3 Client Obligations for Telecommunications Services
The Client shall use the Telecommunications Services in full compliance with all applicable laws, regulations, and codes of practice. The Client acknowledges and agrees that they are solely responsible for ensuring that their use of the Telecommunications Services, including all inbound and outbound communications, complies with the following obligations:
Consent and Lawful Basis: The Client must ensure that all outbound communications made through the Telecommunications Services are directed only to recipients who have provided valid, informed, and freely given consent, or where the Client has another lawful basis for contact as permitted under PECR and the UK GDPR. The Client is solely responsible for obtaining, recording, and maintaining evidence of such consent.
Do Not Call and Suppression Lists: The Client must screen all outbound calling lists against the Telephone Preference Service (TPS) and Corporate Telephone Preference Service (CTPS) registers, and any other applicable suppression or opt-out lists, before initiating any outbound calls. The Client shall maintain their own internal suppression list and honour all opt-out requests promptly and in accordance with the law.
Calling Line Identification (CLI): The Client must ensure that a valid, returnable Calling Line Identification is presented on all outbound calls in accordance with Ofcom regulations. The Client must not spoof, mask, withhold, or misrepresent CLI information in any way that is misleading or non-compliant with regulatory requirements.
Automated and Power Dialling: Where the Client uses the Telecommunications Services for automated dialling, predictive dialling, power dialling, or any form of automated outbound calling, the Client must comply with all applicable Ofcom regulations and guidelines relating to such activities. This includes, but is not limited to, ensuring that abandoned call rates do not exceed the permitted threshold set by Ofcom, that an appropriate information message is played to the recipient where a live agent is not available, and that all calls are made within permitted hours. The Client must ensure that the volume and frequency of outbound calls do not cause nuisance, harassment, or distress to recipients.
Prohibited Use: The Client must not use the Telecommunications Services for any purpose that is unlawful, fraudulent, abusive, threatening, harassing, or otherwise objectionable. This includes, but is not limited to, making unsolicited marketing calls without valid consent, transmitting misleading or deceptive content, engaging in persistent misuse of an electronic communications network, or facilitating any form of scam, fraud, or illegal activity. The Client must not use the Telecommunications Services to contact individuals who have opted out or who are registered on TPS/CTPS without a valid exemption.
Recording and Monitoring: Where the Client records calls made through the Telecommunications Services, the Client is solely responsible for ensuring compliance with all applicable laws relating to call recording, including obtaining any necessary consent from call participants and providing appropriate notifications. The Client must store and process call recordings in accordance with the Data Protection Act 2018 and the UK GDPR.
6.4 Liability for Telecommunications Misuse
The Client shall indemnify and hold harmless the Company, its directors, employees, agents, and partner providers from and against all claims, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising from or in connection with the Client’s misuse of the Telecommunications Services or any breach of the Client’s obligations under this Section 6.
The Company reserves the right to immediately suspend or terminate the Client’s access to the Telecommunications Services, without prior notice, if the Company reasonably believes that the Client is using the services in a manner that is unlawful, in breach of these Terms, or likely to result in regulatory action, reputational harm, or liability for the Company or its partners.
6.5 Service Availability and Limitations
Telecommunications Services are provided on an “as available” basis and are dependent on third-party networks, infrastructure, and partner providers. The Company does not guarantee uninterrupted, error-free, or continuous availability of the Telecommunications Services. The Company shall not be liable for any loss, damage, or disruption arising from network outages, carrier failures, force majeure events, or circumstances beyond the Company’s reasonable control.
7. Intellectual Property
All Intellectual Property rights in any pre-existing materials, tools, frameworks, code libraries, methodologies, and proprietary systems belonging to the Company shall remain the sole property of the Company at all times. Nothing in these Terms or any Contract shall be construed as transferring ownership of the Company’s pre-existing Intellectual Property to the Client.
Unless otherwise agreed in writing in the relevant Contract, the Intellectual Property rights in bespoke Deliverables created specifically for the Client shall transfer to the Client upon receipt of full and final payment for the relevant Services. Until such payment is received, all Intellectual Property in the Deliverables shall remain with the Company.
The Company reserves the right to use general knowledge, skills, experience, techniques, and ideas acquired or developed during the performance of the Services for other purposes, provided that doing so does not disclose the Client’s confidential information or infringe the Client’s Intellectual Property rights.
The Client grants the Company a non-exclusive, royalty-free licence to use the Client’s name, logo, and a general description of the project for the Company’s portfolio, marketing, and promotional purposes, unless the Client notifies the Company in writing that they do not wish to be referenced.
8. Confidentiality
Each party agrees to keep confidential all information obtained from the other party that is marked as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure. Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except where disclosure is required by law, regulation, or court order.
This obligation of confidentiality shall survive the termination or expiry of any Contract for a period of five (5) years, unless the information enters the public domain through no fault of the receiving party, was already known to the receiving party without restriction, or was independently developed by the receiving party without reference to the disclosing party’s confidential information.
9. Data Protection
Both parties shall comply with all applicable data protection laws, including the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR). Where the Company processes personal data on behalf of the Client, the Company shall act as a data processor and the Client shall act as the data controller, unless otherwise agreed in a separate data processing agreement.
The Company’s Privacy Policy, available at https://criollocloud.com/privacy-policy/, sets out how the Company collects, uses, stores, and protects personal data. By engaging our Services, the Client acknowledges and accepts the terms of our Privacy Policy.
Where the nature of the Services requires it, the parties may enter into a separate Data Processing Agreement to define the specific terms and obligations relating to the processing of personal data.
10. Limitation of Liability
Nothing in these Terms and Conditions shall limit or exclude either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully limited or excluded under the laws of England and Wales.
Subject to the above, the Company’s total aggregate liability to the Client in respect of all claims arising out of or in connection with these Terms, any Contract, or the provision of the Services shall not exceed the total fees paid by the Client to the Company under the relevant Contract during the twelve (12) months immediately preceding the date on which the claim arose.
The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business, loss of anticipated savings, loss of goodwill, or any economic loss, however caused, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if the Company has been advised of the possibility of such damages.
The Company shall not be liable for any failure, delay, or deficiency in the Services resulting from the Client’s failure to comply with their obligations under these Terms or the relevant Contract, including but not limited to the provision of accurate information, timely feedback, and necessary access or cooperation.
11. Warranties and Disclaimers
The Company warrants that it will perform the Services with reasonable skill and care, in accordance with generally accepted industry standards. Except as expressly stated in these Terms or in a relevant Contract or SLA, all warranties, conditions, representations, and guarantees, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law.
The Company does not warrant that the Services will be uninterrupted, error-free, or free from vulnerabilities. The Company does not warrant that any Deliverables will be compatible with all third-party systems, hardware, or software unless such compatibility has been expressly agreed in writing.
12. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms or any Contract where such delay or failure results from circumstances beyond the reasonable control of the affected party. Force majeure events include, but are not limited to, acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, sanctions, embargoes, power failures, internet or telecommunications failures, cyberattacks, and failures of third-party service providers.
The affected party shall notify the other party as soon as reasonably practicable of the force majeure event and shall use reasonable efforts to mitigate its effects. If a force majeure event continues for a period of more than sixty (60) days, either party may terminate the affected Contract by giving written notice to the other party.
13. Indemnification
The Client shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and subcontractors from and against all claims, demands, actions, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with the Client’s breach of these Terms and Conditions, the Client’s misuse of the Services, any third-party claim arising from the Client’s use of the Deliverables, or any breach of applicable law or regulation by the Client.
14. Dispute Resolution
In the event of any dispute arising out of or in connection with these Terms and Conditions or any Contract, the parties shall first attempt to resolve the matter through good faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may refer the matter to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
If mediation fails to resolve the dispute within sixty (60) days of the mediation request, either party may commence legal proceedings in the courts of England and Wales.
15. Amendments
The Company reserves the right to amend, update, or modify these Terms and Conditions at any time. Any material changes will be communicated to existing Clients in writing with a minimum of thirty (30) days’ notice before taking effect. Continued use of the Services following such notice constitutes acceptance of the amended Terms. The most current version of these Terms and Conditions will always be available on our website.
16. Severability
If any provision of these Terms and Conditions is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed from these Terms to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
17. Waiver
No failure or delay by either party in exercising any right, power, or remedy under these Terms and Conditions shall operate as a waiver of that right, power, or remedy. A waiver of any term or condition shall not be construed as a waiver of any subsequent breach of the same or any other term or condition.
18. Entire Agreement
These Terms and Conditions, together with any applicable Contract, SLA, and Data Processing Agreement, constitute the entire agreement between the Company and the Client in relation to the subject matter hereof. These Terms supersede all prior discussions, negotiations, understandings, and agreements, whether written or oral, relating to the same subject matter.
19. Assignment
The Client may not assign, transfer, or subcontract any of their rights or obligations under these Terms and Conditions or any Contract without the prior written consent of the Company. The Company may assign or subcontract any of its rights or obligations without the Client’s consent, provided that such assignment or subcontracting does not materially diminish the quality or scope of the Services being provided.
20. Third-Party Rights
These Terms and Conditions do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except where expressly stated.
21. Governing Law and Jurisdiction
These Terms and Conditions, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
22. Contact Information
If you have any questions about these Terms and Conditions, or wish to contact us regarding any contractual matter, please reach out to us at:
Criollo Cloud Ltd
Website: https://criollocloud.com
Email: legal@criollocloud.com
Telephone: (+44) 208 058 8767