Terms and Agreement

DRAFT. This is placeholder text, not a contract. Eric must replace the body of this document with the real RailCloud Software client terms and agreement before any client is asked to accept it, then set a new version (and remove status: draft) in the front matter. Changing the version or any part of the body changes the content hash, and every client is asked to accept again on their next project request, proposal acceptance or payment.

1. Agreement to these terms

By creating an account with RailCloud Software ("RailCloud", "we", "our" or "us"), requesting a project, accepting a proposal or paying an invoice, you ("the Client", "you") agree to be bound by this Terms and Agreement document. If you accept on behalf of a company or another legal entity, you confirm that you have the authority to bind that entity, and "you" refers to that entity.

2. Services

RailCloud provides custom software development, IT consulting and related technology services. The specific scope, deliverables, schedule and price of any project are defined in the proposal that you accept through the portal, which together with this document forms the agreement for that project.

3. Accounts

You must provide accurate and complete information when you create an account and keep it up to date. You are responsible for keeping your credentials confidential and for all activity under your account. Tell us immediately if you suspect unauthorised use.

4. Proposals, acceptance and payment

• A proposal becomes binding when you accept it in the portal. Acceptance is recorded with the name of the person accepting, the date and time, and the version of this document in force.
• Unless the proposal says otherwise, work starts after the initial deposit named in the proposal has been received, and later invoices are due within 30 days of their date.
• Late payments may incur interest and may lead to suspension of the work until the balance is settled.

5. Intellectual property

Unless a proposal says otherwise, the custom work delivered under a project is assigned to you on full payment of the project price. RailCloud keeps the rights to its pre-existing tools, libraries and know-how, and grants you a perpetual licence to use them as part of the delivered work. Content on our website and portal remains ours.

6. Confidentiality

Each party will keep the other's non-public business, technical and financial information confidential, use it only for the project, and protect it with reasonable care. This obligation survives the end of the agreement.

7. Warranties and liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OTHER THAN THOSE STATED IN A PROPOSAL, AND RAILCLOUD'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THIS AGREEMENT OR A PROJECT IS LIMITED TO THE AMOUNT YOU PAID FOR THAT PROJECT IN THE TWELVE MONTHS BEFORE THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

8. Termination

Either party may end a project on written notice if the other party is in material breach and has not cured it within 30 days. On termination you pay for the work done up to the termination date and receive what has been paid for. Clauses that by their nature should survive (payment, intellectual property, confidentiality, liability) remain in force.

9. Governing law

This agreement is governed by the laws of the jurisdiction in which RailCloud Software is incorporated, and disputes are brought before the courts of that jurisdiction.

10. Changes to this document

We may publish a new version of this document. The portal shows the version you accepted on your profile and asks you to accept the new version before your next project request, proposal acceptance or payment. The version in force for a project is the one accepted when its proposal was accepted.

Contact

RailCloud Software, info@railcloudsoftware.com.