Terms of Service
This Agreement governs your use of the Cloudby platform. By registering and completing payment, you agree to these terms. This document forms part of a broader legal suite available at cloudby.co/legal/.
Definitions
In this Agreement, the following terms have the meanings set out below.
- Agreement
- These Terms of Service together with the Privacy Policy, Cookie Policy, Acceptable Use Policy, and Support Policy, all available at cloudby.co/legal/.
- Cloudby / Company / we / us
- ArtSense Studio Sdn Bhd, the provider of the Service.
- Customer / you
- The individual or organisation that has registered for and subscribes to the Service.
- Customer Data
- All data, records, and files that the Customer or its users upload, submit, or generate within the Service.
- Effective Date
- The date on which the Customer completes registration and payment for a subscription.
- Force Majeure Event
- An event beyond the reasonable control of the affected party, including natural disasters, war, governmental acts, internet failures, or third-party infrastructure outages.
- Modules
- The functional components of the Service that can be activated individually, including Finance, Sales, Purchase, Inventory, Service, Payroll, and others as made available.
- Service
- The Cloudby cloud-based business management platform accessible at biz.cloudby.co, including all modules, functions, and features available under the Customer’s subscription.
- Subscription
- The Customer’s authorisation to access and use the Service, comprising the selected modules, function grades, and usage tier as confirmed at checkout.
- Users
- The individuals authorised by the Customer to access the Service under the Customer’s account.
Acceptance of Terms
By registering for an account, selecting a subscription, and completing payment, the Customer agrees to be bound by this Agreement. If the Customer is registering on behalf of an organisation, they represent that they have the authority to bind that organisation to this Agreement.
This Agreement takes effect on the Effective Date and governs the Customer’s use of the Service for as long as the subscription remains active.
The Service
3.1 Subscription Access
Subject to this Agreement and payment of the applicable fees, Cloudby grants the Customer a non-exclusive, non-transferable right to access and use the Service during the subscription period, solely for the Customer’s internal business operations. The scope of access is determined by the modules and function grades selected at checkout.
3.2 Service Delivery
Cloudby will use reasonable, industry-standard efforts to deliver the Service with the availability levels described in Schedule A of this Agreement.
3.3 Updates and Changes
Cloudby may update, modify, or improve the Service from time to time. Updates that add or improve functionality are included in the subscription at no additional cost. Where a change materially reduces the functionality of an active module, Cloudby will provide at least 30 days prior notice.
3.4 Administrator Access
During registration, the Customer will designate an administrator account. The Customer is responsible for all actions taken under their administrator and user accounts. Cloudby may suspend or cancel accounts found to be in breach of this Agreement or the Acceptable Use Policy.
Customer Responsibilities
4.1 Account Security
The Customer is solely responsible for maintaining the security of all account credentials. The Customer must notify Cloudby immediately at contact@cloudby.co if they become aware of any unauthorised access to their account.
4.2 Acceptable Use
The Customer agrees to use the Service only for lawful purposes and in accordance with the Acceptable Use Policy at cloudby.co/legal/acceptable-use/. The Customer must not reverse-engineer, decompile, or disassemble the Service; create derivative works; use the Service to provide bureau services to third parties without prior written consent; remove proprietary notices; or use the Service in any way that could damage or impair its availability.
4.3 Customer Data
The Customer is solely responsible for the accuracy, quality, and legality of Customer Data, and for ensuring that its collection and use within the Service complies with applicable law, including obligations to its own customers and employees.
4.4 Users
The Customer is responsible for the conduct of all Users accessing the Service under the Customer’s account. The Customer must ensure all Users are aware of and comply with this Agreement.
Fees, Billing, and Payment
Subscriptions are billed monthly in Malaysian Ringgit (MYR) through Stripe. The following terms govern all financial matters.
Subscription Fees
Fees are determined by the modules and function grades selected at checkout. The Customer confirms their selection before completing payment.
Billing Cycle
Billed monthly, commencing on the first day of the month following the Effective Date. The initial partial month is pro-rated from the Effective Date to the end of that calendar month.
Payment Processing
Payments are processed through Stripe. By subscribing, the Customer authorises Cloudby to charge the payment method on file at each billing cycle. The Customer is responsible for keeping payment details current.
Fee Changes
Cloudby may change subscription fees with 30 days prior written notice. Fee changes take effect at the start of the next billing cycle following the notice period.
Credits
Promotional adjustments are issued as account credits applied to future invoices. Credits have no cash value and do not expire while the subscription remains active.
Late Payment
If a payment fails, Cloudby will notify the Customer and attempt to collect over 7 days. If payment remains outstanding after 7 days, Cloudby may suspend access. Customer Data will not be deleted during a suspension period.
Taxes
The Customer is responsible for all applicable taxes, duties, or levies arising from their use of the Service, other than taxes on Cloudby’s net income.
Billing Disputes
Disputes must be submitted in writing to contact@cloudby.co within 60 days of the relevant invoice date. Cloudby will investigate and respond within 14 days. Undisputed amounts remain payable during a dispute.
Term, Suspension, and Termination
6.1 Term
This Agreement begins on the Effective Date and continues on a month-to-month basis unless terminated in accordance with this section.
6.2 Termination by Customer
The Customer may terminate their subscription at any time through their account settings or by contacting Cloudby at contact@cloudby.co. Termination takes effect at the end of the current billing month. Refunds are not issued for the remaining portion of a billing period.
6.3 Termination by Cloudby
Cloudby may terminate this Agreement with 30 days written notice for any reason. Cloudby may terminate immediately in cases of serious breach of the Acceptable Use Policy, fraudulent activity, or conduct that poses a risk to other customers or the platform.
6.4 Suspension for Non-Payment
If payment remains outstanding after the 7-day collection period described in Section 5.6, Cloudby may suspend access. Access will be restored within one business day of payment being received. Customer Data will not be deleted during a suspension period.
6.5 Effect of Termination
Upon termination, the Customer’s access to the Service ceases. Customer Data will be available for export for 90 days following the termination date, after which it will be permanently deleted. The Customer is responsible for exporting their data within this window. Cloudby may offer data archiving beyond 90 days at an additional fee, subject to availability. All fee obligations incurred prior to termination remain payable.
6.6 Survival
Sections relating to fees, confidentiality, intellectual property, warranty disclaimer, limitation of liability, and governing law survive termination of this Agreement.
Confidentiality and Intellectual Property
7.1 Confidential Information
Each party may receive confidential information from the other in connection with this Agreement. Each party agrees to protect the other’s confidential information with at least the same care it applies to its own, and to use it only for the purposes of this Agreement. Confidential information does not include information that is publicly available, was known prior to disclosure, or is independently developed without reference to the disclosing party’s information.
7.2 Customer Data Ownership
The Customer retains all ownership of Customer Data. Cloudby acquires no rights in Customer Data except as necessary to deliver the Service.
7.3 Cloudby Intellectual Property
Cloudby retains all ownership of the Service, including its software, design, architecture, documentation, and any improvements or developments made during the term of this Agreement. Nothing in this Agreement transfers any intellectual property rights in the Service to the Customer.
7.4 Usage Analytics
Cloudby may collect and analyse aggregated, anonymised usage data derived from the Customer’s use of the Service to improve the platform and develop new features. This data does not identify the Customer or its users individually.
Customer Reference and Logo
By subscribing to the Service, the Customer grants Cloudby a non-exclusive, royalty-free licence to display the Customer’s company name and logo on the Cloudby website and in marketing materials as a customer reference.
The Customer may withdraw this permission at any time by written notice to contact@cloudby.co. Cloudby will remove the Customer’s name and logo within 30 days of receiving such notice. Cloudby will not make other public statements about the Customer’s business or use of the Service without the Customer’s prior written consent.
Data Protection and Privacy
9.1 Privacy Policy
Cloudby processes personal data in accordance with its Privacy Policy at cloudby.co/legal/privacy/, which forms part of this Agreement.
9.2 Data Processor Role
To the extent that Customer Data includes personal data of third parties (such as the Customer’s own customers or employees), Cloudby acts as a data processor on behalf of the Customer. Cloudby will process such data only as necessary to deliver the Service and in accordance with the Customer’s reasonable instructions.
9.3 Subprocessors
Cloudby may engage third-party subprocessors to assist in delivering the Service, including Stripe for payment processing and cloud infrastructure providers for hosting. These subprocessors are bound by confidentiality obligations and data protection requirements consistent with this Agreement.
9.4 PDPA Compliance
Cloudby complies with the Malaysian Personal Data Protection Act 2010 in its handling of personal data.
Warranties, Disclaimer, and Liability
10.1 Cloudby Warranty
Cloudby warrants that it will use reasonable, industry-standard efforts to deliver the Service with the availability levels described in Schedule A, subject to scheduled maintenance windows, Force Majeure Events, and circumstances outside Cloudby’s reasonable control.
10.2 Disclaimer
Except as expressly set out in this Agreement, the Service is provided on an “as is” basis. Cloudby makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. Cloudby does not warrant that the Service will be error-free or uninterrupted at all times.
11.1 Exclusion of Consequential Loss
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages arising from or related to this Agreement, including loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages.
11.2 Aggregate Cap
Each party’s total aggregate liability for all claims arising under or related to this Agreement will not exceed the total fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim.
Indemnification and General Terms
12. Indemnification
The Customer agrees to indemnify and hold harmless Cloudby and its officers, employees, and agents against any claims, damages, or expenses (including reasonable legal fees) arising from the Customer’s breach of this Agreement, misuse of the Service, or violation of any third-party rights in connection with the Customer’s use of the Service.
13.1 Governing Law
This Agreement is governed by the laws of Malaysia. Any disputes arising under this Agreement are subject to the exclusive jurisdiction of the courts of Malaysia.
13.2 Entire Agreement
This Agreement, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy, and Support Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior understandings, whether written or oral.
13.3 Amendments
Cloudby may update this Agreement from time to time. Material changes will be communicated to active customers by email or in-platform notice at least 30 days before they take effect. Continued use of the Service after the effective date of any amendment constitutes acceptance of the revised terms.
13.4 Assignment
The Customer may not assign or transfer this Agreement or any rights under it without Cloudby’s prior written consent. Cloudby may assign this Agreement to an affiliate or successor entity without the Customer’s consent, provided the successor assumes all obligations under this Agreement.
13.5 Severability
If any provision of this Agreement is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement will continue in full force.
13.6 Waiver
Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that party’s right to enforce it in the future.
Service Level Terms
Cloudby commits to 99% monthly uptime for the Service, measured as the percentage of total minutes in the calendar month during which the Service is available and accessible.
The following are excluded from uptime calculations: scheduled maintenance windows communicated at least 48 hours in advance; Force Majeure Events; outages caused by the Customer’s own systems or actions; and outages caused by third-party services outside Cloudby’s reasonable control.
Service credits for availability failures: 98.0%–98.9% uptime = 5% monthly fee credit; 97.0%–97.9% = 10% credit; below 97.0% = 20% credit. Credits are the Customer’s sole remedy for availability failures.
Questions about these terms?
We are happy to clarify any part of this Agreement. Reach out to us directly.
contact@cloudby.coArtSense Studio Sdn Bhd · Selangor, Malaysia