Terms and Conditions

1. Introduction and Ecosystem Binding

These Terms and Conditions (“Agreement”) govern the subscription to, usage of, and engagement with all services, solutions, and trading divisions within the CloudZA (Pty) Ltd ecosystem (herein referred to as “CloudZA”). CloudZA is headquartered at Rosenpark, Cape Town, 7550.

By signing a Service Level Agreement (SLA), Master Services Agreement (MSA), Statement of Work (SOW), or by utilising any services provided, managed, or implemented by CloudZA, the Client (“Customer”) and its end-users decisively agree to be legally bound by this Agreement.

Order of Precedence: In the event of any conflict, discrepancy, or inconsistency between these website Terms and Conditions and a fully executed, bespoke Master Services Agreement (MSA), Service Level Agreement (SLA), or Statement of Work (SOW) signed directly between CloudZA and the Customer, the terms of that specific, bespoke client agreement shall take precedence and override these terms to the extent of the conflict.

2. Core Terms of Service

The following is a summary of the Customer’s key obligations. Where it conflicts with the detailed provisions of these Terms, the detailed provisions apply.

• Information Accuracy: The Customer must provide true, accurate, and complete technical and corporate information needed for CloudZA to design and provision its services, and must tell CloudZA promptly when that information changes. CloudZA is not liable for issues caused by inaccurate or incomplete information.
• Policy Evolution: CloudZA may update these Terms to reflect technological or regulatory changes. CloudZA will notify the Customer of material changes in writing at least 30 days before they take effect. Continued use of the services after that date counts as acceptance.
• Professional Behaviour: The Customer and its representatives must treat CloudZA’s personnel, subcontractors, and partners with courtesy and respect. Abusive, threatening, discriminatory, or harassing conduct may lead to a written warning, or, for serious or repeated cases, immediate suspension of services.
• Architectural Evaluation: CloudZA will recommend cloud products, configurations, and service tiers in good faith. The Customer is responsible for reviewing and approving these recommendations and for confirming that they meet its business and compliance requirements.
• Payment & Suspensions: Failure to settle accounts within agreed payment terms may result in immediate service suspension, account termination, and the accrual of administrative or infrastructure reconnection fees. Fees remain payable during any suspension.
• Termination: Either party may terminate this agreement or specific non-fixed-term service tracks by providing written notice in advance, subject to the notice periods defined in Section 9.

3. Provision of Services and Third-Party Infrastructure

CloudZA provides technical implementation, cloud architecture, governance, and optimisation services as detailed in specific Statements of Work or Service Packages.

Third-Party Infrastructure Disclaimer: CloudZA acts as a technical implementer and consultant. Services are deployed across third-party enterprise hyperscaler infrastructure (such as AWS, Microsoft Azure, Google Cloud, or local data centres). CloudZA does not own, operate, or maintain the underlying hardware or core cloud fabrics. Consequently, CloudZA disclaims all liability for infrastructure-level service outages, upstream provider data breaches, regional cloud network failures, or vendor-side deprecation of services.

4. Intellectual Property and Proprietary Rights

4.1. Customer Content

The Customer retains all rights, titles, and interests in and to all data, text, software, graphics, or materials provided to CloudZA for provisioning the services (“Customer Content”).

4.2. CloudZA Architecture and Background Technology

CloudZA retains all rights in its pre-existing and generally applicable tools, including reusable Infrastructure as Code templates and modules, deployment scripts, automation, runbooks, standard reference architectures, and know-how, whether developed before or during the services (“Background Technology”).

• The Customer owns its cloud accounts, the resources deployed in them, all Customer data, and the configurations and documentation produced specifically for the Customer (“Deliverables”), once the related fees are paid in full.
• Where Background Technology is incorporated into the Deliverables, CloudZA grants the Customer a perpetual, non-exclusive, non-transferable licence to use, operate, and modify it, solely within the Customer’s own environments. This licence takes effect on payment in full.
• The Customer shall not copy, distribute, sell, or reuse Background Technology outside its own environments, or for the benefit of third parties, without CloudZA’s written consent.
• If fees remain unpaid, CloudZA may withhold handover of Deliverables and revoke access to CloudZA-managed tooling until payment is received. On termination, CloudZA will provide reasonable handover assistance (such as transferring account access and root credentials) at its standard rates.

4.3. Limited License Grants

The Customer grants CloudZA a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, modify, and display Customer Content solely to the extent necessary to render, support, and optimise the technical services under this Agreement.

5. Content Standards and Acceptable Use

The Customer warrants that Customer Content and system usages will not:

• Infringe upon any third party’s intellectual property, patent, or privacy rights.
• Violate any applicable South African or international law.
• Contain malicious code, ransomware, viruses, Trojan horses, worms, or routines designed to disrupt, spy on, or damage cloud infrastructures.

CloudZA reserves the right to immediately isolate, suspend, or terminate environments containing content or workloads deemed illegal, harmful, or hazardous to the broader cloud infrastructure environment.

6. Technical Support Protocols

CloudZA provides technical and engineering support via email during standard business and support hours (Monday to Friday, 08:00 to 17:00 SAST, excluding South African public holidays). Telephonic or priority incident response support is strictly contingent upon the Customer purchasing a dedicated premium Support Tier or SLA addendum. Without one, CloudZA may provide emergency or ad-hoc assistance on request, strictly subject to resource availability and billed at prevailing ad-hoc support rates; such assistance is provided on a best-effort, non-warranted basis, and CloudZA accepts no liability for business interruption, system unavailability, or downtime resulting from ad-hoc interventions.

Support from third-party cloud providers (such as AWS Support plans) isn’t included and is governed by that provider’s terms.

7. Fees, Payments, and Financial Default

• The Customer agrees to pay CloudZA the aggregate fees stipulated in the service selection, SOW, or monthly consumption bills.
• Upstream Billing Fluctuations: For variable consumption-based cloud architectures, the Customer acknowledges responsibility for all cloud usage costs generated within their environments.
• Suspension for Non-Payment: If payment is not received within the agreed terms, CloudZA reserves the right to suspend access to managed control planes or request hyperscaler instance termination. CloudZA will not be liable for data loss or business interruption resulting from suspensions initiated due to financial default.

8. Warranties and Disclaimers

Except as explicitly stated in a signed SLA, all services, architectures, and implementations are provided on an “as is” and “as available” basis. CloudZA expressly disclaims all warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, uptime, and fitness for a particular purpose.

The Customer explicitly acknowledges that minor disruptions, cloud provider updates, configuration migrations, and security vulnerabilities discovered in open-source or vendor packages are inherent risks of digital cloud environments, and agrees that CloudZA is not liable for such occurrences.

9. Term and Termination

• This Agreement commences on the Effective Date and remains active until all associated Statements of Work have expired or been terminated.
• Breach Mitigation: CloudZA may terminate this Agreement and delete relevant managed configurations upon five (5) days’ written notice if the Customer materially breaches this agreement (including non-payment) and fails to remedy the breach within that 5-day window.
• Survival: Clauses relating to Intellectual Property (Section 4), Warranties (Section 8), Indemnity (Section 10), and Limitation of Liability (Section 11) shall survive any termination of this Agreement.

10. Indemnification

Customer Indemnity

The Customer shall defend, indemnify, and hold harmless CloudZA, its directors, employees, and consultants against any third-party claims, regulatory fines, losses, or liabilities arising from a breach of Content Standards (Section 5), illegal data workloads, or unauthorised modifications made to the cloud infrastructure by the Customer’s internal teams.

11. Maximum Limitation of Liability

To the maximum extent permitted by applicable South African law:

• Financial Cap: CloudZA’s total aggregate financial liability for any claim arising out of or in connection with this agreement, whether in contract, delict (including negligence), strict liability, or otherwise, shall be strictly limited to the total net fees paid by the Customer to CloudZA for the specific service track during the three (3) month period immediately preceding the event that gave rise to the liability.
• Exclusion of Damages: In no event shall CloudZA be liable for any loss of use, loss or corruption of data, business interruption, loss of profits, downtime costs, or any indirect, special, incidental, consequential, or punitive damages of any kind, even if CloudZA has been advised of the possibility of such damages.

12. Data Privacy and Access Compliance (POPIA & PAIA)

• CloudZA operates in strict compliance with the Protection of Personal Information Act (POPIA). When acting as an “Operator” managing data on behalf of the Customer (the “Responsible Party”), CloudZA processes personal information strictly in accordance with the Customer’s documented technical instructions and established security frameworks.
• The Customer warrants that it has obtained all necessary legal consents before uploading or transferring data subjects’ personal information into any cloud environments managed by CloudZA. The Customer agrees to indemnify, defend, and hold harmless CloudZA against any regulatory fines, penalties, losses, or third-party claims arising from or related to the Customer’s failure to comply with POPIA or obtain required data subject consents.
• In terms of the Promotion of Access to Information Act (PAIA), requests for access to institutional records must be submitted directly to the CloudZA Team.
• All data privacy inquiries, POPIA notifications, or PAIA requests must be formally submitted in writing to: hello@cloudza.co.za.

13. Governing Law and Dispute Resolution

This Agreement is governed exclusively by the laws of the Republic of South Africa. Both parties irrevocably consent to the jurisdiction of the South African courts to resolve any disputes arising from this contractual relationship.

CloudZA (Pty) Ltd · B-BBEE Level 1