Terms and Conditions

We do not require you to read and sign a big, hairy, and, likely super boring, legal agreement—just simply using any of our services or the resources provided by us, including this website, denotes your complete agreement with and acceptance of these terms and conditions. In special circumstances though, you may have to click a box indicating you have read and agree to the terms. It’s important to read and understand these terms and conditions before engaging our services or using our website, as they relate to your legal rights and responsibilities.

1. INTRODUCTION 

1.1 White Cloud Concierge, LLC (“White Cloud”) is a concierge type service for people to delegate the performance of various tasks in your life and business—White Cloud can handle anything from simple chores around your house to business solutions with the White Cloud network of local providers. By registering for the White Cloud service, you confirm that the White Cloud services you will request will be for lawful purposes related to the legal conduct of your life, hobbies, business, or profession.

1.2 Please read these terms and conditions (the “Terms”) and White Cloud’s Privacy Policy carefully before you agree to register by means of this website (referred to in these Terms as “the Website”) to receive services from White Cloud USA Limited (referred to in the Terms as “White Cloud”). You are referred to as the “Client” in these Terms.

1.3 These Terms are applicable from the date on which you register as a client on the Website and continue to be applicable until the agreement constituted by these Terms is terminated in accordance with clause 15.

1.4 By clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by the Terms and our Privacy Policy. The Privacy Policy forms part of the Terms. If you do not want to agree to the Terms, you must not register as a client on the Website. 

1.5 Your attention is drawn in particular to clause 13 and clause 14.1, which limit White Cloud’s liability to you, the Client. 

1.6 In the event of any comments or questions in relation to the Services or the Website, the Client should contact White Cloud by sending an email here: ben@whitecloudconcierge.com

1.7 White Cloud headquarters are in the Salt Lake City, Utah metropolitan area. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Utah. Each party irrevocably agrees that the courts of Utah shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

2. DEFINITIONS

2.1 The following definitions apply in these Terms.

Order: a request for Services, submitted by Client by means of the Website, email, text message, phone call, or other communications with agents of White Cloud, setting out the requirements, specifications, including any applicable desired timeline for completion. 

Charges: means charges calculated in accordance with White Cloud’s standard daily fee rates and agreed with the Client by means of the Website or otherwise.

Client Material: all documents, information and materials provided by the Client relating to the Services as specified in the Order.
Client Personal Data: all personal data (as defined in Data Protection Laws) comprised in Client Material.

Confidential Information: information that Client provides to White Cloud (or to a Vendor) in an Order, that Client reasonably expects to be kept secret. This includes confidential details of Client’s business, and any credit card information provided by Client. 

Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

Data Protection Laws: means all applicable data protection laws and regulations relating to the collection, use, storage, transfer and disposal of any personal data, as such are applicable and binding on the Client, or White Cloud and/or the Order.

Entrusted Property: Any property that you own, whether real or personal, or that you have the right to control and direct over into our possession for the purpose of performing Services and Work hereunder.

Vendor: an individual or entity sub-contracted by White Cloud to assist in providing the Services for a particular Order.

Group: White Cloud, its subsidiaries or holding companies from time to time.

Hourly Charges: charges agreed with Client by means of the Website for any additional time to be spent in fulfilling the Services.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services: the services to be provided by White Cloud under these Terms as set out in an Order, together with any other services which White Cloud provides or agrees to provide to the Client.

Time Budget: a maximum allocation of time, stated in a particular Order, which the Parties agree to allocate in relation to that Order;

Website: the whitecloudconcierge.com website (and any territory-specific variant on them), or any White Cloud mobile application, or any replacement or substitute for them notified to Client.

Writing: includes email, SMS, the Website, or any other means of written communication agreed between Client and White Cloud;

Work: all deliverables, documents, products, and materials developed by White Cloud or its subcontractors in relation to an Order in any form, including results obtained, data, reports, and specifications (including drafts).

3. ORDERS

3.1 Each task which Client wishes White Cloud to undertake shall be specified in an Order. Orders shall be processed in the following manner:

(a) the Client shall provide White Cloud with an Order, setting out the requirements and specifications of the services which it is requesting from White Cloud, including: a description of what work is to be done; dates by which it is requested to be completed; any relevant Client Materials; and any Time Budget; and

(b) White Cloud shall confirm to Client by means of email, the Website, SMS or by phone whether or not it accepts the Order, or if any changes are required to the Order in order for it to be accepted by White Cloud.

3.2 Client acknowledges that White Cloud may in its absolute discretion refuse to agree to accept or complete any Order. Client acknowledges that without limitation, White Cloud may refuse any Order that doesn’t comply with clause 6.1 below.

3.3 Once the Order has been agreed and signed in accordance with clause 3.1(b), amendments may be made as agreed by the parties in writing.

3.4 In the event that White Cloud reasonably suspects that an Order has been submitted otherwise than in accordance with these Terms, it may cancel the Order without liability to the Client and if so shall credit to the Client any Charges applied by White Cloud in respect of time spent meeting any such Order.

3.5 White Cloud will endeavor to meet the Order within any stated Time Budget. If it is unable to do so, it will notify the Client of the additional time likely required to complete the Order. Clients shall then have the choice of purchasing such additional time allocation or abandoning the Order (in which case White Cloud shall be under no obligation to continue work on it).

4. WHITE CLOUD’S OBLIGATIONS

4.1 All Work produced in respect of the Services shall be produced with reasonable skill and care.

4.2 White Cloud shall use reasonable endeavors to provide the Services, and to deliver the Work to the Client, in accordance with the Order in all material respects.

4.3 White Cloud shall use reasonable endeavors to meet any performance dates specified in the Order, but any such dates shall be estimates only and time for performance by White Cloud shall not be of the essence of these Terms or of any Order. 

4.4 Whilst White Cloud will follow the instructions in the Order, Client acknowledges that it shall have no control over the manner in which, or the location at which, the Services shall be provided, nor the choice of tools and equipment by which the Services will be provided.

4.5 White Cloud will use all reasonable endeavors to ensure that the Website is free from viruses, trojans, or other malware.

4.6 Client acknowledges that the range of Services provided are neither unlimited nor fixed, and that White Cloud may without liability (i) refuse to accept any Order; and (ii) increase or reduce the scope of the Services at any time.

5. WARRANTIES

5.1 White Cloud is confident that it has exercised a reasonable level of due diligence in screening and selecting its Vendors. But White Cloud undertakes a wide range of Orders for a wide range of clients, using a wide range of Vendors. Work on the Orders is provided by Vendors, who are not employed in your business day to day, and who will inevitably have a subjective assessment of the best way to carry out the Order. White Cloud cannot and does not guarantee that all Work will be 100% error-free or comprehensive. 

5.2 White Cloud makes no warranty that:

(a) the Work or Services will meet the Client’s requirements;

(b) the Website will be uninterrupted in its availability, timely, secure, or error-free;

(C) the Work will be error-free or comprehensive;

(d) any particular Vendor will be available to carry out any Order;

(e) the Client Material and Confidential Information will be 100% secure against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, despite White Cloud taking appropriate technical and organizational measures intended to ensure such security; or

(f) the quality of any Work obtained by the Client through the Services will meet the Client’s expectations.

5.3 No advice or information, whether oral or written, obtained by Client from White Cloud (including from any Vendor) shall operate to create any warranty not expressly stated in these Terms.

5.4 To the maximum extent permitted by law, White Cloud disclaims any and all implied warranties in respect of the Work, the Services and the Vendors, except as expressly set out in these Terms.

6. CLIENT’S OBLIGATIONS

6.1 The Client shall at all times:

(a) cooperate with White Cloud in all matters relating to the Services;

(b) obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the receipt by it of the Services;

(c) ensure that it has the right to submit Orders, including any Intellectual Property Rights contained in it; 

(d) not submit Orders that it did not create or that it does not have permission to post;

(e) not submit Orders that require the installation of any software beyond the standard Microsoft Office package; and

(f) refrain from submitting Orders that, if completed, are likely to involve the infringement of any person’s Intellectual Property Rights or which might be offensive, illegal, defamatory or which might violate the rights, harm, or threaten the safety of any person.

(g) refrain from submitting Orders that, if completed, are likely to involve the processing of personal data involving individual children, individuals’ criminal records, or any of the following: personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.

6.2 If White Cloud’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, White Cloud shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

6.3 The Client shall be liable to pay to White Cloud, on demand, all reasonable costs, charges or losses sustained or incurred by White Cloud (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person, and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under these Terms, subject to White Cloud confirming such costs, charges and losses to the Client in writing.

6.4 The Client warrants that it has the right to disclose the Confidential Information and the Client Material to White Cloud and to authorize White Cloud to use it for the purpose of providing the Services and offering to provide services.

6.5 When the Client registers with the Website, the Client will be asked to choose login details for its account. The Client acknowledges and agrees that it is entirely responsible for safeguarding and maintaining the confidentiality of the username and password used to access its account. Client authorizes White Cloud to assume that any person using the Website with Client’s username and password is the Client or is authorized to act for the Client. Client agrees to notify White Cloud immediately if it suspects or becomes aware of any unauthorized use of its account, or any unauthorized access to or misuse of its login details.

6.6 The Client agrees not to reproduce, duplicate, copy or re-sell the Services, the Website or any part of them.

6.7 The Client acknowledges that it is not entitled to direct or control the work of any Vendor, or impose any specific time of day or location in which the Order is to be fulfilled.

7. EXCLUSIVITY

7.1 Client acknowledges that:

(a) White Cloud has made substantial investments in finding and choosing skilled individuals or entities, including, where appropriate, Vendors who are licensed, bonded, and insured (whether plumbers, electricians, or other professionals) with at least ten (10) years of experience; my

(b) White Cloud considers these Vendors to be suitable, and strives to match them with Orders as appropriate; and

(c) White Cloud has a reasonable, legitimate interest in protecting that investment. 

(d) White Cloud has agreements with Vendors which protect this investment by requiring that Vendors obtain White Cloud’s prior written consent before proposing or accepting any direct or indirect engagement with clients they have worked with. Accordingly, to the fullest extent permitted under applicable law, Client agrees that for a period of nine (9) months immediately following the last date of acceptance by White Cloud of an Order submitted under these Terms, Client shall not without the prior written consent of White Cloud directly or indirectly solicit any Vendor to work for Client directly or indirectly in any engagement or business arrangement. 

7.2 White Cloud shall have absolute discretion as to whether or not to grant the consent referred to in clause 7.1 above, which may be subject to financial conditions including payment of sums equivalent to (by way of example only) those specified in clause 7.3.

7.3 Client agrees in the event of breach by it of clause 7.1 above, Client shall pay to White Cloud a sum equal to 100% of the Charges payable to White Cloud in respect of all Orders fulfilled by White Cloud using the Vendor in question in the 12 months preceding the date of the most recent Order undertaken by White Cloud using that Vendor. The Client and White Cloud confirm that these sums represent a genuine pre-estimate of White Cloud’s loss for breach of clause 7.1.

7.4 Vendor referrals are provided for informational purposes only and does not constitute an endorsement or recommendation of the Vendor by us. Accordingly, do not guarantee the performance of the Vendor and we are not responsible for any damages arising from the Vendor’s services.

7.5 White Cloud shall not be liable for any damages, losses, or expenses arising from the services provided by the Vendor, whether such damages are direct, indirect, incidental, consequential, or punitive.

7.6 By accepting the referral for the Vendor and using the Vendor’s services, you release us from any and all claims, demands, causes of action, damages, losses, or expenses arising from or related to the Vendor services.

7.7 You agree to indemnify and hold us harmless from and against any and all claims, demands, causes of action, damages, losses, or expenses arising from or related to the Vendor’s services.

8. IF CLIENT IS UNHAPPY WITH THE SERVICES

8.1 If the Client is not satisfied with the Work or any other aspect of the Services, contact should in the first instance be made to ben@whitecloudconcierge.com. If Client can demonstrate that a particular requirement of an Order accepted by White Cloud has not been met, but that Hourly Charges have been made in respect of the requirement, White Cloud shall either (at its option) arrange for the Work to be completed satisfactorily arrange for a credit of the time charged in respect of such unmet requirement. 

8.2 Refunds are at the sole discretion of White Cloud.

9. CHARGES AND PAYMENT

9.1 The Client shall be solely responsible for the payment of the Charges. When Client registers with the Website, a charge may be run against the Client’s Credit Card or other form of payment for a nominal amount to be applied to Client’s first order. Additionally, any time a new Order is processed, Client will be invoiced and if payment hasn’t been received by Whitecloud within three (3) days, Client’s credit card will be processed for the payment due. Client can change the credit card or other payment information associated with the Client’s account at any time.

9.2 All Charges shall be exclusive of tax, which White Cloud may add to its invoices at the appropriate rate for Clients. 

9.3 White Cloud shall ensure that every Vendor whom it engages on the Services records the amount of time spent on the Services. 

9.4 The Client shall pay the total Charges to White Cloud in advance by credit or debit card or via PayPal without deduction or set-off.

9.5 The parties agree that White Cloud may review and increase its Charges. White Cloud shall give the Client written notice of any such increase in advance of the proposed date of that increase. If such an increase is not acceptable to the Client, it may, within ten (10) days of the date of such notice, terminate the agreement constituted by these Terms by giving written notice to White Cloud.

9.6 In the event that payment is not rejected or is for any reason (other than default or negligence of White Cloud) not received in advance of the relevant Services being provided then, without prejudice to any other right or remedy that White Cloud may have:

(a) the Client shall pay interest on the overdue amount. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and

(b) White Cloud may suspend all Services until payment has been made in full.

9.7 All sums payable to White Cloud under these Terms shall become due immediately on its termination, despite any other provision. This clause 9.7 is without prejudice to any right to claim for interest under the law, or any such right under these Terms.

9.8 All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.9 In the event that following reasonable efforts on White Cloud’s part to recover any sums owed to it under these Terms by the Client, White Cloud may refer the matter to an accredited collections agency. White Cloud shall be entitled to charge to Client any sums charged by such collection agency in respect of recovery of the outstanding sums.

10. BAILMENT

10.1 When you put Entrusted Property into our possession for a specific purpose, for any period of time, we agree to take reasonable efforts to care for the Entrusted Property and return it to you once the purpose or the time period has been fulfilled.

10.2 By presenting the Entrusted Property to us, you represent and warrant that you own, or otherwise have the right to direct us regarding, the Entrusted Property, and you indemnify us against any claims from others claiming ownership or superior rights to the Entrusted Property.

10.3 Orders related to Entrusted Property shall:

(a) include a detailed description of the Entrusted Property;

(b) specify the purpose for which you are putting the property in our possession, such as for repair, storage, or transportation;

(c) state the specific time period the property will be in our possession and when it will be returned.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 As between the Client and White Cloud, all Intellectual Property Rights and all other rights in the Work shall be owned by White Cloud. Subject to clause 11.3, White Cloud licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make use of the Work and the Services for its own internal business uses (including for the purposes of providing its goods and/or services to third parties). In no circumstances shall Client be entitled to resell the Work to any third party without the prior written consent of White Cloud.

11.2 For the avoidance of doubt, any Confidential Information of Client and any Client Material shall remain in the ownership of Client.

11.3 The Client acknowledges that, where White Cloud does not own any or all of any pre-existing materials comprised in any Work, the Client’s use of rights in pre-existing materials is conditional on Client obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle Client to use the Work.

12. CONFIDENTIALITY AND WHITE CLOUD’S PROPERTY

12.1 White Cloud shall keep the Confidential Information disclosed to it confidential and, except for the purposes of providing the Services (including disclosing it to Vendors, who may disclose it to their subcontractors), or with the prior written consent of the Client, shall not use or exploit the Confidential Information in any way against Client’s interests.

12.2 The obligation in clause 12.1 shall not apply to any information which: 

(a) is, or becomes, generally available to the public (other than as a result of disclosure by White Cloud in breach of these Terms); or

(b) was available to White Cloud on a non-confidential basis before disclosure by the Client; or

(c) was, is or becomes available to White Cloud on a non-confidential basis from a person who, to White Cloud’s knowledge, is not bound by a confidentiality agreement with the Client, or otherwise prohibited from disclosing the information to the Client; or

(d) was lawfully in the possession of White Cloud before the information was disclosed to it by the Client; or

(e) the parties agree in writing is not confidential or may be disclosed; or

(f) is developed by or for White Cloud, independently of the information disclosed by the Client; or

(g) is trivial, obvious or useless.

12.3 White Cloud may disclose the Client’s Confidential Information to members of its Group and to those of its Vendors who need to know the Confidential Information for the purposes of providing the Service.

12.4 White Cloud may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including any securities exchange) or by a court or other authority of competent jurisdiction. However, to the extent it is legally allowed to do so, it must give the Client as much notice of that disclosure as possible.

12.5 At the reasonable request of the Client, White Cloud shall destroy or return the Confidential Information to the Client and any materials (whether in written or other recorded form) containing, or making use of the Confidential Information.

13. LIMITATION OF LIABILITY

13.1 Nothing in these Terms limits or excludes White Cloud’s liability for:

(a) death or personal injury caused by its gross negligence;

(b) its fraud or fraudulent misrepresentation; or

(c) breach of the terms or any other liability which cannot be limited or excluded by applicable law.

13.2 Subject to clause 13.1, White Cloud shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with a Vendor’s Work or these Terms for any indirect, special, incidental, consequential, or punitive damages, even if White Cloud has been advised of the possibility of such damages, nor for any:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill;

(f) loss of use or corruption of software, data or information.

13.3 Subject to clause 13.1 and clause 13.2, White Cloud’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms shall be limited to:

(a) $150 per claim or series of connected claims; and

(b) in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, the equivalent of two times the total Charges paid by the Client in that period.

14. DATA PROTECTION AND PRIVACY

14.1 White Cloud strongly recommends that Clients do not include in any Order or communicate to any Vendor any details of any bank account, or other financial accounts, or any credit card information. Client acknowledges that White Cloud shall have no liability to Client in respect of any losses arising out of Client’s provision to Vendor of any such information.

14.2 In respect to any Client Personal Data, the Client acknowledges and agrees that:

(a) where Client Personal Data is provided to White Cloud by the Client (not provided to a Vendor directly), White Cloud shall be the data processor (as defined in Data Protection Laws) of it, and White Cloud’s processing of such Client Personal Data shall be subject to the White Cloud Data Processing Terms set out below in clause 17;

(b) where Client Personal Data is provided to a Vendor directly by the Client, the Vendor shall be the data processor of it, and Client may agree with Vendor that Vendor’s processing of such Client Personal Data shall be in accordance with data processing terms as the Client and the Vendor may agree in writing.

15. TERMINATION 

15.1 Without affecting any other right or remedy available to it, either party may terminate the agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than fourteen (14) days after being notified to make such payment;

(b) the other party commits a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;

(c) the other is affected by an event or process of insolvency, or ceases to conduct business; or

(d) the other party repeatedly breaches any of the requirements of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms.

15.2 Either party may terminate the agreement constituted by these Terms at any time by providing thirty (30) day written notice.

16. CONSEQUENCES OF TERMINATION

16.1 On termination of these Terms:

(a) the Client shall immediately pay to White Cloud all of White Cloud’s outstanding unpaid invoices and interest. In respect of Services supplied but for which no invoice has been submitted, White Cloud may submit an invoice, which shall be payable immediately on receipt;

(b) Client may, from one month from the date of such termination, cease to have access to any information in respect of any particular Order;

(c) the following clauses shall continue in force: clause 7 (Exclusivity), clause 11 (Intellectual property rights), clause 13 (Confidentiality and White Cloud’s property), clause 13 (Limitation of liability), clause 17.1, clause 1.7 (Governing law and jurisdiction).

16.2 Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

17. DATA PROCESSING TERMS

17.1 In this clause, Personal Data, Data Subject, Data Processor and Data Controller shall bear the meanings ascribed to them in Data Protection Laws.

17.2 To the extent that White Cloud shall process Client Personal Data as Data Processor of the Client, it shall do so in compliance with the obligations placed on it as Data Processor under Data Protection Laws.

17.3 The Client shall at all times comply with all Data Protection Laws in connection with the processing of Client Personal Data. The Client shall ensure all instructions given by it to White Cloud in respect of Client Personal Data shall at all times be in accordance with Data Protection Laws. The Client shall indemnify and keep indemnified White Cloud against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs arising out of or in connection with any breach by the Client of its obligations under this clause 17.

17.4 White Cloud shall:

(a) only process the Client Personal Data in accordance with this Agreement (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and

(b) if White Cloud believes that any instruction received by it from the Client is likely to infringe the Data Protection Laws, promptly inform the Client and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing. 

17.5 Taking into account the state of technical development and the nature of processing, White Cloud shall implement and maintain reasonably appropriate technical and organizational measures to protect the Client Personal Data against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure or access.

17.6 White Cloud shall inform the Client of any addition, replacement or other changes of third parties (including Vendors) authorized by White Cloud to have logical access to and process Client Personal Data in order to provide the Services (“Sub-processors”) and shall provide the Client with the opportunity to reasonably object to such changes on legitimate grounds. The Client acknowledges that these Sub-processors are essential to provide the Services and that objecting to the use of a Sub-processor will prevent White Cloud from providing the Services to the Client. White Cloud will endeavor to enter into a written agreement with the Sub-processor imposing on the Sub-processor obligations comparable to those imposed on White Cloud under this clause 17, including appropriate data security measures. In case the Sub-processor fails to fulfill its data protection obligations under such written agreement with White Cloud, White Cloud will remain liable towards the Client for the performance of the Sub-processor’s obligations under such agreement. The Client provides general written authorization to White Cloud to engage Sub-processors as necessary to perform the Services. 

17.7 White Cloud shall (at the Client’s cost) assist the Client in ensuring compliance with the Client’s obligations under applicable Data Protection Laws taking into account the nature of the processing and the information available to White Cloud.

17.8 White Cloud may transfer Client Personal Data processed under this Agreement as necessary to provide the Services. 

17.9 White Cloud shall, in accordance with Data Protection Laws, make available to the Client such information that is in its possession or control as is necessary to demonstrate White Cloud’s compliance with the obligations placed on it under this clause and allow for and contribute to audits, including inspections, by the Client for this purpose. Any information obtained by the Client as a result shall be treated as confidential.

17.10 White Cloud shall notify the Client without undue delay and in writing on becoming aware of any significant or major security breach in respect of any Client Personal Data.

17.11 At the end of the provision of the Services relating to the processing of Client Personal Data, at the Client’s cost and the Client’s option, White Cloud shall either return all of the Client Personal Data to the Client or securely dispose of the Client Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires White Cloud to store such Client Personal Data. 

17.12 This clause 17 shall survive termination or expiry of this Agreement.

18. FORCE MAJEURE

18.1 Force Majeure Event means any circumstance not within a party’s reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition or failing to grant a necessary license or consent;

(f) collapse of buildings, fire, explosion or accident; 

(g) any labor or trade dispute, strikes, industrial action or lockouts;

(h) non-performance by suppliers, subcontractors and Vendors; and

(i) interruption or failure of utility service.

18.2 Provided it has complied with clause 18.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

18.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

18.4 The Affected Party shall: (a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and (b) use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

18.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate these Terms by giving 1 week’s written notice to the Affected Party.

19. MODIFICATIONS

19.1 Subject to clause 19.2, no variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorized representatives). 

19.2 White Cloud may revise these Terms from time to time. 

20. MISCELLANEOUS

20.1 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20.2 A reference to writing or written includes e-mail and interaction through the Website. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. References to clauses are to the clauses of these Terms.

20.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

20.4 The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

20.5 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

20.6 If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

20.7 No person who is not a party to this agreement shall have any rights to enforce any term of this agreement.

20.8 The agreement constituted under these Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this clause shall limit or exclude any liability for fraud. 

20.9 The Client agrees that any terms and conditions inconsistent with or in addition to these Terms, including any Purchase Order terms and conditions purported to be imposed by Client, shall not be applicable.

20.10 The agreement constituted under these Terms is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms. White Cloud may at any time on 30 days’ notice assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under these Terms.

20.11 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

20.12 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20.13 No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its terms.