Terms of Service.

1 Introduction

CloudSec AI is a trading name of Instant Digital Limited, a private limited company registered in England and Wales under company number 15905839, with its registered office at Flat 24 Well Court, 25 Adit Road, Erith, England, DA8 1FS.

These Terms of Service ("Terms") govern your use of the CloudSec AI website and the general terms on which we provide consultancy, advisory, assessment, implementation, security, governance, Microsoft Cloud and related professional services.

References to "CloudSec AI", "we", "us" or "our" mean Instant Digital Limited trading as CloudSec AI. References to "Client", "you" or "your" mean the business, organisation or person purchasing, requesting or receiving the relevant service.

2 Business Customers, Authority & Eligibility

CloudSec AI primarily provides business-to-business professional and technology services. If you engage us on behalf of a company, partnership, charity or other organisation, you confirm that you have authority to provide instructions and, where applicable, enter into contractual commitments on its behalf.

If we agree to provide a service to an individual acting outside a business or professional capacity, mandatory consumer rights may apply and nothing in these Terms is intended to exclude rights that cannot lawfully be excluded.

3 Website, Pricing Tools & Enquiries

Information on our website is provided for general information and to help prospective clients understand our services. Website content does not constitute professional, legal, regulatory, financial or security advice for a specific organisation unless we expressly agree otherwise in writing.

Pricing calculator and Get Started forms

Prices generated by our online pricing calculator, package selector or Get Started process are estimates or indicative package prices based on the information selected or entered. Submitting an enquiry does not itself create a binding order, require payment or oblige CloudSec AI to accept the work.

Before work begins, we may review your requirements, user count, technical environment, dependencies and selected modules. Final scope, pricing, onboarding fees, recurring charges, start dates and any special conditions will be confirmed in writing.

We may correct obvious pricing, calculation, typographical or technical errors on the website before accepting an engagement.

4 Scope of CloudSec AI Services

Services may include, but are not limited to, the following areas:

The exact services and deliverables included in an engagement are determined by the written scope agreed with the Client.

5 Engagement, Proposals & Scope

An engagement may be documented through a proposal, quotation, Statement of Work ("SOW"), order form, email confirmation or other written agreement accepted by both parties.

The applicable document may specify:

• services and deliverables;
• assumptions, exclusions and dependencies;
• project stages and indicative delivery times;
• Client responsibilities;
• fees, onboarding charges and payment arrangements;
• ongoing service or commitment terms;
• third-party licences or costs;
• access and security requirements; and
• acceptance or completion criteria where relevant.

Unless expressly stated otherwise, delivery dates are estimates rather than guaranteed deadlines. Timings may depend on Client responses, access, third-party systems, technical findings and changes to scope.

6 Client Responsibilities

To enable us to deliver services effectively, the Client agrees to:

• provide accurate and reasonably complete information about requirements, systems, users and constraints;
• provide timely access to relevant personnel, systems, documentation, licences, accounts and technical environments;
• ensure that anyone giving us instructions is appropriately authorised;
• review requests, deliverables, recommendations and decisions within a reasonable time;
• maintain appropriate backups, business continuity arrangements and recovery procedures;
• obtain any internal, regulatory, employee, user or third-party permissions required for the work;
• ensure that information and data supplied to us can lawfully be processed for the agreed purpose;
• maintain licences and subscriptions required for third-party products unless we expressly agree to supply them;
• tell us promptly about material changes that could affect the scope, security or delivery of the service; and
• not ask us to perform unlawful, unauthorised or deliberately harmful activity.

CloudSec AI is not responsible for delays, additional work or consequences caused by inaccurate information, unavailable Client personnel, missing access, Client-side changes, uncommunicated dependencies or failure to follow agreed prerequisites.

7 Access to Systems, Accounts & Security

Where an engagement requires access to Client systems, the Client authorises CloudSec AI to access and make agreed changes to those systems solely for the purpose of delivering the contracted services.

We may request dedicated, temporary or least-privilege accounts where practical. Clients should avoid sharing personal credentials. Privileged access should be limited to the permissions and duration reasonably required for the work.

Security, cloud and configuration changes can affect availability, integrations, permissions, devices or user workflows. We will take reasonable professional care, but the Client remains responsible for maintaining appropriate backups and recovery capability unless backup or recovery services are expressly included in scope.

We may refuse or pause an action where we reasonably believe it creates an unacceptable security, legal, operational or data protection risk.

8 AI-Specific Terms & Limitations

Artificial intelligence systems, including generative AI, probabilistic models and third-party AI platforms, can produce inaccurate, incomplete, outdated, biased or unexpected outputs. AI output should not automatically be treated as fact or relied upon without appropriate review.

Unless expressly agreed otherwise, CloudSec AI's AI services are intended to support business processes and decision-making rather than replace appropriate human judgement.

The Client remains responsible for:

• deciding whether an AI output is suitable for its intended use;
• appropriate human review and approval of material outputs or automated actions;
• ensuring the Client has rights to data, content and materials supplied to AI systems;
• compliance with laws, regulations, employment obligations and industry requirements applicable to the Client's use of AI;
• avoiding inappropriate entry of confidential, personal or sensitive information into AI services; and
• ongoing governance and monitoring after implementation unless these are included in an ongoing CloudSec AI service.

9 Third-Party Platforms, Licences & Services

Our work may involve third-party products and services such as Microsoft 365, Azure, Entra ID, Microsoft Copilot, ChatGPT, automation platforms, cloud services, APIs or other software selected for an engagement.

Third-party products are governed by their own terms, privacy notices, licence conditions, service levels and pricing. Unless expressly stated otherwise, CloudSec AI does not control those third parties and is not responsible for:

• third-party outages or service interruptions;
• changes to features, APIs, limits, licensing or pricing;
• vendor product decisions or deprecations;
• third-party security incidents outside our reasonable control; or
• a Client's breach of a third-party licence or service agreement.

Where third-party subscriptions, licences or usage charges are required, those costs are additional unless the applicable proposal expressly states that they are included.

10 Fees, Invoicing & Payment

Fees may be structured as fixed project fees, onboarding fees, monthly service fees, specialist module fees, day or hourly rates, or another pricing arrangement agreed in writing.

Unless a proposal or invoice states otherwise, invoices are payable within 14 days of the invoice date.

Current website pricing model

Where user-based pricing applies, charges may change if the number of users, licences, environments or other relevant scope metrics changes.

Late payment

If an undisputed invoice becomes overdue, we may charge interest and reasonable recovery costs where permitted by applicable law, including rights available under the Late Payment of Commercial Debts (Interest) Act 1998 where applicable.

We may suspend affected services after reasonable notice if undisputed amounts remain materially overdue.

11 Ongoing Services & Commitment Options

Where ongoing services are selected, the applicable pricing option will be confirmed before the service begins.

Flexible — 30-day rolling

Flexible ongoing services operate on a 30-day rolling basis unless otherwise stated. Charges may be pro-rated from the agreed service start date where applicable. Either party may end the ongoing service by giving at least 30 days' notice, subject to payment of fees due for the applicable notice period and work already performed.

Initial 3-month term

Where the Client selects a discounted 3-month option, the ongoing service has an initial minimum term of three months at the agreed reduced monthly rate. Unless otherwise agreed, after the initial term the service continues on a 30-day rolling basis and may then be ended by giving at least 30 days' notice.

AI Advisory

Where offered through current website pricing, AI Advisory may be selected on a flexible monthly basis or at the applicable reduced 3-month rate. The precise monthly charge shown in an accepted proposal or confirmation will apply.

Ongoing services cover only the capacity and activities included in the agreed service description. Material projects, implementation work or specialist services outside that scope may be quoted separately.

12 Scope Changes, Dependencies & Delays

If the Client requests work outside the agreed scope, or if previously unknown technical conditions materially change the work required, we may propose a change to scope, fees or delivery times.

We will not knowingly undertake material chargeable out-of-scope work without communicating the change and obtaining appropriate agreement.

Project timelines may be adjusted where delays arise from Client dependencies, third-party platforms, unavailable access, late approvals, material scope changes or circumstances outside our reasonable control.

13 Project Cancellation & Rescheduling

Cancellation terms for a specific fixed-scope project may be stated in the applicable proposal or SOW.

If a Client cancels a project after work has begun, the Client remains responsible for fees relating to work already completed, committed delivery time, non-refundable third-party costs and any other charges expressly agreed for the engagement.

Where a project has not started, we will take reasonable steps to minimise avoidable costs. Deposits, onboarding fees or reserved delivery charges may be non-refundable where this was clearly stated before purchase or where costs have already been incurred.

Requests to reschedule workshops, meetings or delivery activity should be made as early as reasonably possible. Repeated or late rescheduling may affect the delivery timetable and may result in additional charges where material time or costs are incurred.

14 Intellectual Property

Pre-existing materials

Each party retains ownership of intellectual property it owned, developed or licensed independently of the engagement.

CloudSec AI retains ownership of its pre-existing and reusable methodologies, templates, know-how, scripts, frameworks, assessment structures, processes, generic automation components and other background intellectual property.

Client-specific deliverables

Unless an agreed SOW expressly provides otherwise, once all applicable fees have been paid, CloudSec AI grants the Client a perpetual, non-exclusive, non-transferable licence to use client-specific reports, roadmaps, policies, documentation, configuration guidance and other agreed deliverables for the Client's own internal business purposes.

This licence does not transfer ownership of CloudSec AI's underlying reusable tools, methodologies, templates or background intellectual property.

Client materials

The Client retains ownership of its data, trademarks, documentation, content and other materials supplied to us. The Client grants CloudSec AI the limited rights reasonably necessary to use those materials to deliver the agreed services.

Third-party intellectual property

Third-party software, AI models, code, platforms and other materials remain subject to the rights and licence terms of their respective owners.

15 Confidentiality

Each party agrees to use reasonable care to protect confidential information received from the other party and to use it only for purposes connected with the engagement.

Confidential information does not include information that is already lawfully public, was lawfully known without confidentiality restriction, is independently developed without use of the confidential information, or is lawfully received from another source without confidentiality obligation.

A party may disclose confidential information where required by law, court order or competent authority, subject to any legally permitted notification to the other party.

We may use subcontractors or professional advisers who require limited access to confidential information where they are subject to appropriate confidentiality obligations.

16 Data Protection & Privacy

Each party is responsible for complying with applicable data protection law in relation to personal information it controls.

Our handling of personal information collected through our website, enquiries and general business operations is described in our Privacy Policy →

Where CloudSec AI processes personal data on behalf of a Client as a processor, additional data processing terms may apply. Where appropriate, the parties may enter into a Data Processing Agreement addressing instructions, confidentiality, security, subprocessors, assistance, international transfers, deletion and other requirements under applicable data protection law.

The Client is responsible for ensuring it has an appropriate legal basis and any required notices or permissions for personal data it instructs CloudSec AI to process.

17 Professional Standard, Warranties & Disclaimers

We will provide our services with reasonable care and skill consistent with the nature of the professional services being supplied.

Technology, cyber security and AI involve changing systems, vendors, threats and dependencies. Unless expressly guaranteed in writing, we do not warrant that:

• any system, AI platform, configuration or security control will be completely error-free or continuously available;
• all vulnerabilities, risks, misconfigurations or threats will be identified;
• a recommendation will eliminate all cyber security, compliance or operational risk;
• third-party software or cloud services will continue to operate unchanged;
• AI-generated output will always be accurate, unique, complete or suitable for a particular purpose; or
• implementation of a technical control by itself guarantees compliance with any law, regulation, certification or industry standard.

Legal, regulatory and compliance observations provided as part of technology or governance work are intended to support technical and operational decision-making and are not a substitute for advice from a suitably qualified legal or regulatory professional where such advice is required.

18 Limitation of Liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.

Subject to the paragraph above and to the fullest extent permitted by law, CloudSec AI will not be liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation arising from an engagement, except to the extent such exclusion is prohibited by law.

Subject to liabilities that cannot lawfully be limited, our total aggregate liability arising out of or in connection with a particular service or project will not exceed the total fees paid or payable to CloudSec AI for the service or project giving rise to the claim during the relevant engagement, unless a different liability cap is expressly agreed in writing.

We are not responsible for loss caused by Client instructions, Client-side changes, failure to maintain appropriate backups, use of deliverables outside the agreed purpose, unauthorised modification of our work, or failures of third-party products and services outside our reasonable control.

19 Client Responsibility for Unauthorised or Unlawful Instructions

The Client is responsible for ensuring that instructions, data, content, access and materials supplied to CloudSec AI are authorised and lawful.

To the extent permitted by law, the Client will be responsible for reasonable losses, liabilities or third-party claims arising directly from the Client knowingly providing unlawful instructions, infringing materials, unauthorised system access or data it had no right to provide, except to the extent the loss was caused by CloudSec AI's own breach, negligence or unlawful conduct.

20 Events Outside Our Reasonable Control

Neither party will be responsible for delay or failure to perform obligations caused by events outside its reasonable control, except for payment obligations already due.

Such events may include major internet or cloud outages, utility failures, natural disasters, serious cyber incidents, widespread telecommunications disruption, government action, industrial disputes, civil emergencies or failure of critical third-party infrastructure.

The affected party should take reasonable steps to minimise the impact and resume performance when reasonably possible.

21 Suspension & Termination

Either party may terminate an engagement in accordance with the cancellation, notice or minimum-term provisions applicable to that service.

We may suspend or terminate services where reasonably necessary if:

• the Client materially breaches the agreement and, where the breach can be remedied, does not remedy it within a reasonable period after notice;
• undisputed invoices remain materially overdue after reasonable notice;
• continuing the service would create a serious security, legal or regulatory risk;
• we are instructed to perform unlawful or unauthorised activity; or
• the Client becomes insolvent or ceases trading, subject to applicable insolvency law.

On termination, the Client must pay amounts properly due for services already supplied, applicable notice periods and authorised non-refundable costs. Each party should return, delete or cease using the other's confidential information where required, subject to legal retention obligations and any continuing contractual rights.

Provisions intended by their nature to continue after termination — including confidentiality, intellectual property, accrued payment obligations, data protection and liability provisions — will continue as applicable.

22 General Contract Terms

Entire agreement

These Terms together with the applicable proposal, SOW, quotation, order form and other expressly incorporated documents form the agreement for the relevant service and supersede prior discussions about that same scope, except in the case of fraud or fraudulent misrepresentation.

Assignment

Neither party may transfer its material rights or obligations under an engagement without the other party's written consent, such consent not to be unreasonably withheld, except that CloudSec AI may transfer an agreement as part of a bona fide corporate reorganisation, merger or sale of the relevant business, subject to applicable law.

Subcontracting

We may use appropriately skilled subcontractors or specialist partners to support delivery. CloudSec AI remains responsible for the services it has contracted to provide, subject to the terms of the relevant engagement.

No partnership or agency

Nothing in these Terms creates a partnership, joint venture, employment relationship or agency between the parties.

Third-party rights

Unless expressly stated otherwise, a person who is not a party to the agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce its terms.

Severability

If a provision is found to be invalid or unenforceable, the remaining provisions will continue in effect and the affected provision will be treated as modified only to the minimum extent necessary where legally possible.

Waiver

A failure or delay in exercising a contractual right does not by itself waive that right.

Changes to these website Terms

We may update these general Terms from time to time. Updated Terms apply to new website use and new engagements from the date published. Material changes to an existing signed engagement will not retrospectively alter that agreement unless the parties agree the change or the existing agreement expressly permits it.

23 Governing Law & Disputes

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

The parties should first attempt in good faith to resolve a dispute through reasonable discussion between appropriate representatives.

Subject to any mandatory rights or jurisdiction that cannot lawfully be excluded, the courts of England and Wales will have exclusive jurisdiction over disputes arising out of or in connection with these Terms or the relevant services.

24 Contact & Company Information

If you have a question about these Terms, a proposal, your selected package or an existing engagement, please contact us.