Terms and Conditions
Last Updated: November 19, 2025
Welcome to Cloudnex.
These Terms and Conditions ("Terms") govern your access to and use of the website, services, and software development solutions provided by Cloudnex ("Company," "we," "us," or "our"). By accessing our website or engaging our services, you ("Client," "User," or "you") agree to be bound by these Terms.
If you do not agree to these Terms, please do not use our services.
1. Definitions
"Services" refers to all software development, consulting, cloud infrastructure management, and digital transformation services provided by Cloudnex.
"Deliverables" refers to the specific code, applications, reports, designs, or documentation created for the Client as outlined in a Statement of Work.
"Statement of Work" (SOW) refers to a specific contract, proposal, or order form that outlines the specific scope, timeline, and fees for a project.
2. Services and Engagement
2.1 Scope of Work: We perform services as described in the specific SOW or Proposal agreed upon by both parties. In the event of a conflict between these Terms and a specific SOW, the SOW shall control regarding the specific scope and fees.
2.2 Assessments and MVPs: For "Land" phase engagements (e.g., 30-minute assessments, 1-week MVPs), the scope is strictly limited to the deliverables defined in the booking confirmation or initial agreement.
2.3 Modifications: Any changes to the scope of work must be agreed upon in writing (Change Order) and may result in adjustments to fees and timelines.
3. Client Responsibilities
To ensure the success of the project, you agree to:
Provide prompt access to necessary systems, data, and personnel.
Provide feedback and approvals within the timelines specified in the SOW.
Ensure that all content and data provided to us does not violate any third-party intellectual property rights.
4. Fees and Payment
4.1 Invoicing: Fees will be invoiced according to the schedule outlined in the SOW (e.g., 50% upfront, 50% upon completion, or monthly retainers).
4.2 Payment Terms: Unless otherwise stated, invoices are due within [15 or 30] days of receipt.
4.3 Late Payments: Late payments may incur a late fee of [1.5%] per month or the maximum allowed by law. We reserve the right to suspend services if payments are significantly overdue.
4.4 Taxes: You are responsible for all applicable taxes (sales, use, VAT) associated with the services.
5. Intellectual Property Rights
5.1 Background IP: Cloudnex retains all rights to its pre-existing code, libraries, tools, and methodologies ("Background IP").
5.2 Client Ownership: Upon full payment of all fees, Cloudnex assigns to the Client all rights, title, and interest in the custom Deliverables created specifically for the Client.
5.3 License to Background IP: If our Deliverables incorporate our Background IP, we grant you a perpetual, non-exclusive, royalty-free license to use that Background IP as part of the Deliverables.
6. Confidentiality
Both parties agree to protect the other’s Confidential Information with the same degree of care used to protect their own confidential information (but not less than reasonable care). Confidential Information includes trade secrets, business plans, code, and proprietary data. This obligation survives the termination of this agreement.
7. Third-Party Services (Google Cloud & Odoo)
7.1 Reselling and Partnerships: As a Google Cloud Partner and Odoo Partner, we may recommend or resell third-party services.
7.2 No Liability for Third Parties: We are not responsible for the uptime, availability, or functionality of third-party platforms (e.g., Google Cloud outages, Odoo software bugs). Your use of these platforms is subject to their respective terms of service.
8. Warranties and Disclaimers
8.1 Service Warranty: We warrant that our services will be performed in a professional and workmanlike manner in accordance with industry standards.
8.2 "As Is" Disclaimer: Except as expressly provided, our services and deliverables are provided "as is." We do not guarantee that software will be error-free or uninterrupted.
8.3 No Guarantee of Results: While we strive to help you "Land, Expand, and Scale," specific business outcomes (e.g., revenue growth, user acquisition) depend on market factors outside our control and are not guaranteed.
9. Limitation of Liability
To the fullest extent permitted by law, Cloudnex’s total liability for any claim arising out of these Terms or the Services shall be limited to the amount of fees actually paid by the Client to Cloudnex in the [6] months preceding the claim. In no event shall Cloudnex be liable for indirect, special, or consequential damages (including lost profits or data).
10. Termination
10.1 Termination for Convenience: Either party may terminate an ongoing engagement with [30] days' written notice, subject to payment for all work performed up to the termination date.
10.2 Termination for Cause: Either party may terminate immediately if the other party commits a material breach and fails to cure it within [10] days of notice.
11. Governing Law
These Terms shall be governed by and construed in accordance with the laws of Thailand, without regard to its conflict of law principles.
12. Contact Us
If you have questions regarding these Terms, please contact us at:
Cloudnex
Email: info@cloudnexsolutions.com
Address: No. 425/1 Enco Terminal Building B, 4th Floor, Kamphaeng Phet 6 Road, Don Mueang District, Don Mueang Subdistrict, Bangkok, Thailand 10210