Terms of Service

Microsoft Cloud, Power Platform & AI Specialists

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Version 1.0 · Effective: 11/05/2026 · Last reviewed: 11/05/2026

These Website Terms of Service govern your use of cloudbliss.co.uk and any service or content we make available through it. Please read them carefully. If you engage us to provide consulting, implementation, AI/Copilot, OCR or managed support services, your engagement will normally be governed by our Master Services Agreement and a signed Order; the relationship between those documents and these Terms is set out in section 5.

1. Introduction and acceptance

1.1 This website at cloudbliss.co.uk (the Website) is operated by Cloudbliss Ltd, a company registered in England and Wales under company number 16438393, whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom (Cloudbliss, we, us or our). Our VAT registration details and contact information appear in section 22.

1.2 These Website Terms of Service (these Terms) apply to your access to and use of the Website, any content we publish on it, any document you download from it, any enquiry, demo request, newsletter subscription or quote request you submit through it, and any service we provide to you where no separate Master Services Agreement (MSA) and Order are in place.

1.3 By accessing the Website, by submitting information through it, by clicking to accept these Terms, or by instructing us to provide any service in circumstances where these Terms apply by default, you agree to be bound by these Terms. If you do not agree, you must not use the Website or instruct us to provide services in those circumstances.

1.4 If you are accepting these Terms on behalf of a company, partnership, public-sector body, charity, limited liability partnership or other legal entity (a Customer), you warrant that you have authority to bind that entity, and references to you include that entity. We may rely on that warranty.

1.5 These Terms are intended for businesses. The Website is not directed at consumers, and any service we provide is provided to a Customer in the course of its business. If you believe you may be a consumer within the meaning of section 2 of the Consumer Rights Act 2015, please do not use the Website to instruct us; contact us directly so that we can put appropriate consumer-facing terms in place.

1.6 We may change these Terms from time to time in accordance with section 19. The version in force is the version published on the Website at the time you access it or the time you instruct us, whichever is later.

2. Definitions

2.1 In these Terms, capitalised words have the following meanings (in addition to any meanings given elsewhere in these Terms):

  • AI Output — any output generated by, or with material assistance from, an artificial intelligence model, large language model, generative AI service, optical character recognition tool or similar technology, including outputs from Microsoft Copilot, Copilot Studio agents, Azure OpenAI Service, GitHub Copilot and any custom model, agent or workflow we configure or build.
  • Charges — the fees, expenses and other amounts payable to us in connection with any Services, calculated as set out in section 12 or in any quote, proposal, Order or rate-card we provide.
  • Content — all text, graphics, logos, icons, images, audio, video, software, data, code, methodologies, frameworks, accelerators, prompts, templates, articles, whitepapers, case studies, blog posts and other materials made available on or through the Website.
  • Customer — a business that engages us, or proposes to engage us, to provide Services.
  • Microsoft Services — any product, service or platform owned, operated, hosted or licensed by Microsoft Corporation or its affiliates, including Microsoft 365, Azure, Dynamics 365, Power Platform, Microsoft Copilot, Copilot Studio, Microsoft Defender, Microsoft Purview and Microsoft Entra, and any successor product.
  • MSA — our standard Master Services Agreement for the supply of Microsoft consulting, implementation, AI/Copilot, managed support and related services, as updated from time to time, a copy of which we will provide on request.
  • Order — a Statement of Work, Service Order, Order Form or written proposal signed (or accepted in writing, including by email confirmation from an authorised signatory) by both parties under the MSA or these Terms.
  • Personal Data — has the meaning given in the UK GDPR (the retained EU law version of Regulation (EU) 2016/679) and the Data Protection Act 2018.
  • Services — any consulting, advisory, implementation, configuration, development, AI/Copilot, OCR, managed support, training or related services we provide to a Customer.
  • you — the person accessing the Website or instructing us to provide Services, and where you are acting on behalf of a Customer, that Customer.

2.2 Section headings are for convenience only and do not affect interpretation. The words including, includes and in particular are illustrative and do not limit the words preceding them. References to legislation are to that legislation as amended, extended or re-enacted from time to time.

3. The Website and your access to it

3.1 We make the Website available on an as-is and as-available basis. We do not guarantee that the Website, or any Content on it, will always be accessible, accurate, complete, current, error-free or free from viruses or other harmful code. We may suspend, withdraw, restrict or discontinue all or any part of the Website at any time, without notice and without liability.

3.2 You are responsible for arranging your own access to the Website, including the device, software, internet connection and security measures used to do so, and for ensuring that any person accessing the Website through your network or accounts is aware of and complies with these Terms.

3.3 We may require you to register for an account, a portal, a webinar, a download, a demo, a newsletter or a similar facility. Where we do, you must (a) provide accurate, current and complete information; (b) keep your access credentials confidential; (c) not allow any unauthorised person to use your credentials; and (d) tell us promptly if you suspect any unauthorised use. We may suspend or terminate any account that we reasonably believe is being misused.

3.4 Some Content (including whitepapers, recorded webinars, sample architectures and reference implementations) is provided for general information only. It does not constitute professional advice and you must not act, or refrain from acting, on the basis of it without taking appropriately qualified professional advice. We exclude liability for any reliance placed on such Content to the maximum extent permitted by law.

4. Acceptable use of the Website

4.1 You may use the Website only for lawful purposes connected with evaluating, purchasing or using our Services. You must not use the Website (or any account, form, portal or facility on it):

  • (a) in any way that breaches any applicable law or regulation (including the Computer Misuse Act 1990, the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, the Bribery Act 2010, the Modern Slavery Act 2015, sanctions legislation, and any export-control law);
  • (b) to send, knowingly receive, upload, download or use any material that is defamatory, infringing, obscene, harassing, threatening, sexually explicit, hateful or otherwise objectionable;
  • (c) to send unsolicited promotional or commercial communication, to harvest email addresses or other contact details, or to scrape Content;
  • (d) to introduce viruses, worms, trojans, ransomware, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or computer code, or to attempt to gain unauthorised access to the Website, the server on which the Website is hosted, or any server, computer or database connected to the Website;
  • (e) to attack the Website (including by way of denial-of-service or distributed denial-of-service attack), to probe, scan or test its vulnerability, or to circumvent any access control, rate limit or security feature;
  • (f) to extract, replicate, reproduce, sell, resell or commercialise any Content (other than as expressly permitted by section 6), to use the Content to train any machine-learning model, or to use the Content to build, train or improve any product or service that competes with us;
  • (g) to mislead anyone about your identity, your authority, the source of any communication or your association with us; or
  • (h) to use the Website in a way that disrupts or interferes with our infrastructure, our other users, or our delivery of the Services.

4.2 We may report any breach of section 4.1 to relevant law enforcement authorities and we will cooperate with those authorities, including by disclosing your identity to them. Without prejudice to our other rights, breach of section 4.1 entitles us to remove your access to the Website immediately and to claim damages, indemnification and injunctive relief in respect of the breach.

5. How services are bought; relationship to the MSA

5.1 The Website is not a sales platform. We do not sell, and you cannot directly buy, our Services through the Website. To engage us to provide Services, you will need to enter into either (a) the MSA, supplemented by one or more signed Orders, or (b) a more limited engagement letter or signed proposal that incorporates these Terms by reference.

5.2 Where the MSA is signed, the MSA (with the relevant Order) is the primary contract between us. To the extent of any conflict between the MSA and these Terms in respect of the Services, the MSA prevails.

5.3 Where Services are provided in circumstances where no MSA is signed (for example, ad-hoc time-and-materials work, pre-paid hour banks, short advisory engagements, training sessions, paid workshops, or pilot exercises) (Light-touch Engagements), these Terms apply to the Services as if they were part of the MSA, modified as follows: (a) references to the MSA in these Terms are read as references to these Terms; (b) the order-of-precedence rule in section 5.4 applies; and (c) the limits and exclusions in sections 13, 14 and 15 apply, with the financial cap calculated in accordance with section 14.3.

5.4 If there is any conflict or inconsistency between these Terms, any quote, proposal or written engagement letter, and any purchase order or other document issued by you, the descending order of precedence is: (a) sections 1, 2, 11, 13, 14 and 15 of these Terms, which always prevail; (b) the remaining sections of these Terms; (c) any signed engagement letter, quote or proposal; and (d) any purchase order or similar document issued by you. No purchase order, supplier-portal terms, click-through, online-portal terms, Customer-issued schedule of standard terms, or other unilateral document issued by you forms part of any contract with us merely because we have processed it, signed it for administrative or invoicing convenience, or referenced it on an invoice. Any such document is for your internal record-keeping only.

5.5 You may request a copy of our current MSA at any time by emailing legal@cloudbliss.co.uk. We will provide it without obligation.

6. Intellectual property in the Website

6.1 All Content (and all intellectual property rights subsisting in the Content, including copyright, trade marks, design rights, database rights, patents and rights in confidential information) is owned by us or our licensors. The Cloudbliss name, logo and any associated word and design marks are our trade marks. References to Microsoft, Microsoft 365, Azure, Power Platform, Copilot, Dynamics 365 and any other Microsoft product or service are made under fair use; those marks are owned by Microsoft Corporation or its affiliates and our use of them is not an endorsement by Microsoft.

6.2 Subject to your continued compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access the Website, view the Content and (where the Content is expressly described as downloadable) download a single copy for the internal evaluation purposes of your business. This licence does not permit any other use, including any commercial exploitation, republication, redistribution, training of AI models, or use as input to any system that produces competing or derivative content.

6.3 You must not (a) modify or create derivative works of any Content; (b) remove or alter any copyright, trade-mark or other proprietary notice; (c) frame, deep-link, or mirror the Website in a way that is likely to mislead users about the source of the Content; (d) use any automated system (including any bot, crawler, scraper, spider or AI agent) to access, index, copy, monitor or extract the Content except for legitimate, well-behaved search-engine indexing in accordance with our robots.txt file; or (e) use any Content to train any machine-learning model or build any product or service that competes with us.

6.4 If you submit any feedback, ideas, suggestions, requirements, requests, questions, prompts or other input to us through the Website (including via enquiry forms, demo requests, chat tools, surveys or support tickets) (Submissions), you grant us a perpetual, irrevocable, royalty-free, worldwide, transferable, sub-licensable licence to use, copy, modify, distribute and exploit those Submissions without restriction, including for the improvement of our Services and our methodology. You warrant that you have all necessary rights in the Submissions and that your Submissions do not infringe any third-party right or breach any law. This section 6.4 does not extend to your Personal Data, which is handled in accordance with our Privacy Notice.

7. Linked sites and third-party content

7.1 The Website may contain links to third-party websites, articles, recordings, repositories or services (including the Microsoft documentation, GitHub, YouTube, LinkedIn, technical blogs and partner sites). We provide those links for convenience only. We do not control the linked content, do not endorse it, and accept no responsibility for it or for any loss arising from your use of it.

7.2 You may link to the home page of the Website provided you do so fairly and lawfully and do not damage or take advantage of our reputation. You must not establish a link in a way that suggests any form of association, approval or endorsement by us where none exists. We may withdraw permission to link to the Website at any time without notice.

8. Privacy, cookies and marketing communications

8.1 Our processing of your Personal Data in connection with the Website (including any enquiry, demo request, newsletter sign-up or webinar registration) is described in our Privacy Notice and our Cookies Notice, each available on the Website. Those notices are incorporated into these Terms by reference. Where there is a conflict between these Terms and the Privacy Notice in respect of Personal Data, the Privacy Notice prevails.

8.2 Where you provide us with business contact details, you agree that we may send you commercial communications about our Services that we reasonably consider may be of interest to you, on the basis of our legitimate interest in marketing to existing and prospective business customers under the soft-opt-in rules in regulation 22(3) of the Privacy and Electronic Communications (EC Directive) Regulations 2003. You may opt out of these communications at any time using the unsubscribe link in any communication or by emailing privacy@cloudbliss.co.uk.

8.3 When you contact us through the Website, our customer-relationship-management, communications, ticketing and document-storage systems will be used to handle your message. We will share information with the Cloudbliss personnel and Sub-contractors who reasonably need it in order to respond. We act as an independent controller of the Personal Data of your representatives that we process for our own customer-relationship, marketing, account-management, billing and partner-reporting purposes.

9. Enquiries, demos, proposals and pre-contract dealings

9.1 Any quotation, indicative price, indicative timeline, proposal, demo, sample, draft architecture, reference implementation, or other pre-contract material we provide is for discussion only and is not an offer capable of acceptance. No contract is formed until we have agreed it in writing in accordance with section 5.

9.2 Any indicative price, time estimate, resource plan, milestone or assumption is given on the basis of the information you have provided to us at the time and is conditional on (a) that information being accurate, complete and current; (b) you satisfying any customer-side dependencies that are or will be set out in the relevant Order; and (c) market and Microsoft conditions remaining materially as at the date of the indication. We may withdraw or revise an indicative price or timeline at any time before a contract is formed.

9.3 Where we conduct a free workshop, free assessment, free demo or free pilot, we provide it on a best-endeavours basis. Section 11 (warranty exclusions), section 13 (Microsoft, AI and OCR acknowledgements) and sections 14 and 15 (limitation of liability and indemnity) apply to those activities. The financial cap on our liability for free activities is, in the aggregate, £1,000.

9.4 Where you provide us with documents, prompts, sample data or other materials so that we can prepare a proposal, build a demo or conduct a pilot, you warrant that you have all necessary rights to do so and that the materials do not include third-party Personal Data or confidential information that you are not authorised to disclose. We will keep those materials confidential in accordance with section 10.

10. Confidentiality of pre-contract information

10.1 Each of us will keep confidential any non-public information disclosed by the other in connection with the Website or any pre-contract dealing where the disclosing party either marks it confidential or where its confidential nature ought reasonably to be apparent (Confidential Information). We will use the other party’s Confidential Information only for the purpose for which it was disclosed and will not disclose it to any third party except (a) to our personnel, professional advisers, insurers and Sub-contractors who need to know it; (b) where required by law, court order or competent regulator; or (c) where the Confidential Information is or becomes publicly available other than through breach of these Terms, was lawfully held before disclosure, was lawfully received from a third party without duty of confidence, or was independently developed without reference to the Confidential Information.

10.2 Confidential Information disclosed before any contract is formed is held on the same confidentiality obligations as if a contract had been formed. Those obligations continue for five years from the date of disclosure, except in respect of trade secrets, where the obligation continues for as long as the information remains a trade secret.

10.3 Section 10 does not prevent us from including the existence of an enquiry, the general nature of any discussion, or anonymised insights and learnings in our internal records, training and case-study drafting; we will not identify you in any external case study or marketing material without your prior consent.

11. Services warranty and warranty exclusions

11.1 Where we provide Services under these Terms, we will perform them with reasonable skill and care and in accordance with the standards reasonably and ordinarily expected from a skilled and experienced UK-based provider of comparable Microsoft consulting and managed services to comparable customers.

11.2 To the maximum extent permitted by law, all other terms, conditions, warranties and representations (whether statutory, common-law or implied), including any implied warranty of satisfactory quality, fitness for any particular purpose, conformance with description, performance to any particular standard, error-free or uninterrupted operation, or compatibility with any particular hardware, software or service, are excluded.

11.3 If you tell us in writing within thirty days of delivery that a deliverable does not materially comply with the warranty in section 11.1, our sole and exclusive obligation, and your sole and exclusive remedy, is for us (at our option) to (a) re-perform the relevant part of the Services to remedy the non-compliance, (b) replace the affected deliverable, or (c) where we reasonably consider re-performance or replacement is not commercially practicable, refund the Charges paid for the affected deliverable. We have no other liability under these Terms in respect of that warranty.

11.4 The warranty in section 11.1 does not apply to, and we have no liability for, any defect, error, deficiency or non-conformity caused by or contributed to by:

  • (a) any modification, configuration, customisation or adjustment of a deliverable made by anyone other than us, or any change Microsoft makes to its tenant or services, after delivery;
  • (b) any combination, integration, interoperation or use of a deliverable with any product, service, system, data or content not supplied by us;
  • (c) any failure of, change to, defect in, or unavailability of, any Microsoft Services, third-party API, third-party service or third-party software;
  • (d) any AI Output (which is dealt with separately in section 13);
  • (e) any incomplete, inaccurate, misleading or out-of-date information, instructions, requirements or assumptions provided by you or any third party acting for you;
  • (f) any failure by you to satisfy any customer-side dependency or to comply with these Terms;
  • (g) any use of a deliverable other than in accordance with the documentation, the Order, or our reasonable written guidance; or
  • (h) fair wear and tear in normal use over time, the natural evolution of the Microsoft Services, or any change to a third-party service that necessitates rework.

12. Charges and payment

12.1 Where we provide Services under these Terms, you will pay the Charges set out in our quote, proposal, engagement letter, rate-card or invoice. Unless we say otherwise in writing:

  • (a) fixed-price work is invoiced 50% on signature of the engagement, 30% at the mid-point and 20% on completion;
  • (b) time-and-materials work is invoiced monthly in arrears, against timesheets;
  • (c) pre-paid hour banks are invoiced and payable in full on issue, and any unused hours expire 90 days from purchase unless otherwise agreed in writing; and
  • (d) Microsoft licensing or other reseller-procured items are invoiced separately on the terms applicable to that procurement.

12.2 All Charges are exclusive of VAT, similar taxes, reasonable expenses (including travel, subsistence and accommodation) and reasonable third-party costs (including licensing fees, software subscriptions and approved tooling), all of which you will pay or reimburse on production of reasonable evidence.

12.3 All payments are due within thirty days of the date of our invoice (the Due Date) in pounds sterling by electronic bank transfer to our nominated account, in cleared funds, without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding required by law). You may dispute an invoice in good faith only by giving written notice to us, with reasonable detail, before the Due Date; any undisputed portion must be paid by the Due Date in any event.

12.4 If any sum is not paid by the Due Date, we are entitled (without prejudice to any other right or remedy) to charge interest on the overdue amount at four per cent per annum above the Bank of England base rate from time to time, accruing daily and compounding monthly, and to recover statutory interest, fixed sums and reasonable enforcement costs (including professional fees) under the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend the Services, withhold delivery of any deliverable, decline to undertake further work, and exercise our termination rights under section 17.

12.5 Our rate-card is reviewed annually. Where a fixed-price engagement is quoted on the basis of an estimate, that estimate is given for budgeting only and does not cap the Charges. Out-of-scope and out-of-hours work will be charged at our then-current published rates. Pre-paid amounts (including hour banks, retainers and onboarding fees) are non-refundable except where these Terms expressly say otherwise.

13. Microsoft, AI, Copilot and OCR — important acknowledgements

This section reflects the operating reality that Cloudbliss is a Microsoft delivery partner and not Microsoft, and that AI and OCR systems are inherently probabilistic. Please read it carefully.

Microsoft platform dependency

13.1 You acknowledge and agree that:

  • (a) the Microsoft Services are owned, operated, licensed and maintained by Microsoft and not by us;
  • (b) your use of the Microsoft Services is governed by your direct contract with Microsoft (or its reseller or cloud solution provider), including the Microsoft Customer Agreement, the Microsoft Online Services Terms, the Microsoft Product Terms, the Microsoft Services Agreement, the Microsoft Data Protection Addendum and any other applicable Microsoft terms (the Microsoft Terms), and not by these Terms;
  • (c) we are not party to, and assume no obligations under, the Microsoft Terms;
  • (d) we have no responsibility or liability for (i) any unavailability, outage, performance limitation, defect, vulnerability, latency, throttling, rate-limiting, breach of service-level commitment, deprecation, change, withdrawal or end-of-life of any Microsoft Services; (ii) any change to the pricing, packaging, licensing, terms, regional availability or features of any Microsoft Services; (iii) any decision by Microsoft to suspend, restrict, terminate, audit or investigate your tenant or licensing; or (iv) any breach by Microsoft of the Microsoft Terms, including any breach of confidentiality or data protection by Microsoft; and
  • (e) where any rework, re-implementation, re-architecture or remediation of a deliverable is required as a result of any of the matters in section 13.1(d), we will quote and charge for it separately as a new engagement, and we will not be obliged to absorb the cost or effort under any existing fixed-price Order or managed-services tier.

13.2 Where we procure or arrange the procurement of Microsoft licensing on your behalf (including under any Cloud Solution Provider arrangement), we act as a reseller of Microsoft and not as principal. Your use rights are sub-licensed strictly on the Microsoft Terms. Our liability in respect of resold Microsoft licences and services is limited to passing through, on a reasonable-endeavours basis, any remedies we are ourselves able to obtain from Microsoft.

AI Output, Copilot and Copilot Studio

13.3 You acknowledge and agree that any AI Output is inherently probabilistic and may be incorrect, incomplete, misleading, biased, out-of-date, internally inconsistent, factually inaccurate, “hallucinated”, or otherwise not fit for any particular purpose, even where it appears authoritative.

13.4 You are solely responsible for:

  • (a) reviewing, validating, testing and verifying any AI Output before relying on it for any decision, communication, advice, automated action, regulated activity, customer-facing output, internal policy, financial decision, clinical decision, legal advice or other use;
  • (b) ensuring that the use of any AI Output complies with all laws and regulations applicable to you (including the UK GDPR, the EU AI Act where applicable, financial-services rules, healthcare rules, professional rules and any sectoral codes of conduct);
  • (c) ensuring that any prompts, instructions, knowledge sources, system messages, grounding data, retrieval-augmented-generation indexes or fine-tuning datasets that you provide or maintain are accurate, lawful, free of unauthorised confidential information, free of third-party Personal Data not lawfully provided, and free of infringing material; and
  • (d) ensuring that your end users, customers and other affected persons are appropriately informed about the use of AI in any output that affects them, where required by law.

13.5 We do not warrant the accuracy, completeness, currency, fitness for purpose, non-infringement, lawfulness or quality of any AI Output. To the maximum extent permitted by law, all such warranties (whether express, implied or statutory) are excluded. You must not use any AI Output as the sole basis for any decision that has a legal, regulatory, financial, clinical, safety or similarly significant effect.

13.6 Where we configure, develop or maintain any Copilot agent, Copilot Studio agent, custom AI solution, prompt library, retrieval index or similar artefact, our obligation is limited to using reasonable skill and care to configure or build the artefact in accordance with your requirements as recorded in writing. We do not warrant or represent that the artefact will produce any particular output, deliver any particular productivity benefit, achieve any particular accuracy rate, generate any particular return on investment, or be free from “hallucinations” or other AI failure modes.

OCR and document extraction

13.7 Where the Services involve optical character recognition, document understanding, intelligent document processing, AI Builder, Azure Document Intelligence or any similar technology that extracts data from documents (each, an OCR Process):

  • (a) you acknowledge that OCR Processes routinely produce inaccurate, incomplete or transposed extractions, particularly where source documents are handwritten, low-resolution, multi-language, structured inconsistently, or include tables, signatures, stamps or annotations;
  • (b) you are solely responsible for human-in-the-loop verification, sample-based quality assurance, and rejection workflows for any extracted data, before that data is used for any operational, financial, regulatory or customer-facing purpose; and
  • (c) we are not liable for any loss, damage, regulatory consequence, financial consequence or other harm arising from inaccurate OCR extractions, save where you can show that we failed to use reasonable skill and care in configuring the OCR Process itself (and not merely that an extraction was wrong).

14. Limitation of liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION 14. IT REFLECTS A NEGOTIATED ALLOCATION OF RISK AND IS ESSENTIAL TO THE COMMERCIAL BASIS ON WHICH WE MAKE THE WEBSITE AND THE SERVICES AVAILABLE. YOU ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY TO TAKE INDEPENDENT LEGAL ADVICE BEFORE AGREEING TO IT.

14.1 Nothing in these Terms excludes or limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; (d) any liability that cannot be excluded or limited by English law; or (e) your obligation to pay Charges properly invoiced under these Terms.

14.2 Subject to section 14.1, we are not liable to you (whether in contract, tort (including negligence), under indemnity, for breach of statutory duty, in restitution, or otherwise) for any of the following losses, however arising:

  • (a) loss of profit, loss of revenue, loss of anticipated savings, or loss of business opportunity;
  • (b) loss or corruption of data, loss of use, or cost of recovering, restoring or recreating any data;
  • (c) loss or damage to goodwill, reputation, customers, contracts or commercial relationships;
  • (d) wasted management or staff time;
  • (e) any fine, penalty, levy or sanction imposed on you by any regulator, authority, court or tribunal (including under the UK GDPR, the EU GDPR, the EU AI Act, the FCA Handbook, the PRA Rulebook, the NHS Data Security and Protection Toolkit, the Financial Services and Markets Act 2000, the Bribery Act 2010, the Modern Slavery Act 2015, or any sectoral or professional regulator);
  • (f) any indirect, special, consequential or punitive loss;
  • (g) any loss arising from or in connection with any AI Output (including any decision based on, or any communication that includes, an AI Output) save where you can show that we failed to use reasonable skill and care in the configuration of the underlying AI artefact;
  • (h) any loss arising from or in connection with any failure, defect, change, withdrawal, suspension or termination of any Microsoft Services or other third-party service;
  • (i) any loss caused or contributed to by any act or omission of yours; or
  • (j) any loss to the extent caused by any breach of, or non-compliance with, the Microsoft Terms by you.

14.3 Subject to section 14.1, our total aggregate liability arising out of or in connection with the Website, these Terms and any Light-touch Engagement (whether in contract, tort, under indemnity, for breach of statutory duty, in restitution or otherwise) is limited as follows:

  • (a) in respect of the Website and any pre-contract dealing (including any free workshop, free assessment or free demo), in the aggregate, to £1,000;
  • (b) in respect of any Light-touch Engagement, to the lower of (i) the Charges actually paid to us under that Light-touch Engagement in the twelve months preceding the first event giving rise to the claim, and (ii) £25,000; and
  • (c) in respect of all claims in aggregate arising under or in connection with these Terms (taken together with any Light-touch Engagement), to an amount equal to the total Charges actually paid to us in the twelve months preceding the first event giving rise to the first such claim, with an absolute ceiling of £100,000.

14.4 If you wish to engage us on terms that increase the financial caps in section 14.3, the appropriate place to do so is the MSA and a signed Order, where higher caps can be agreed in exchange for appropriate Charges and additional insurance cover. The caps in section 14.3 reflect the absence of such a bilateral negotiation.

14.5 Each limitation in sections 14.2 and 14.3 operates separately. If any limitation is held to be unenforceable or inapplicable for any reason, the other limitations continue to apply.

14.6 You acknowledge that the Charges (where Charges apply) and the basis on which we make the Website and the Services available have been calculated on the basis of the limitations and exclusions in this section 14, and that we would not have made them available on the same terms (or at all) without them. You further acknowledge that you are in a better position than we are to insure against, and to mitigate, the categories of loss listed in section 14.2.

14.7 No claim against us under or in connection with these Terms or any Light-touch Engagement may be brought after the date that is twelve months after you first became aware (or ought reasonably to have become aware) of the facts giving rise to the claim.

14.8 Founder and personnel non-liability. You agree that no claim under or in connection with the Website, these Terms, any Light-touch Engagement or any deliverable may be brought against any individual director, officer, founder, employee, contractor or other personnel of Cloudbliss in their personal capacity, except in the case of fraud by that individual. All claims must be brought against Cloudbliss as a corporate entity. This section 14.8 is intended to confer a benefit on each such individual under the Contracts (Rights of Third Parties) Act 1999, and any such individual may enforce this section 14.8 in their own right.

15. Indemnity

15.1 You will indemnify, keep indemnified and hold harmless Cloudbliss and its personnel against all losses, damages, costs (including legal costs on a full-indemnity basis), claims, demands, fines, penalties, expenses and liabilities arising out of or in connection with:

  • (a) any breach by you of these Terms, including section 4 (acceptable use), section 6 (intellectual property), section 8 (privacy), section 10 (confidentiality) and section 13 (Microsoft, AI and OCR);
  • (b) any third-party claim arising out of any data, instruction, prompt, system message, grounding data or other input you provide to us (including any infringement of intellectual property rights, breach of confidentiality, breach of privacy or breach of contract), or out of any AI Output to the extent that AI Output reflects or is materially derived from any input you provide;
  • (c) any third-party claim arising out of your use of any deliverable, the Services, the Website or any AI Output (including any communication or decision involving an AI Output) to the extent that the claim could have been avoided by your reasonable verification, oversight or compliance practices;
  • (d) any claim by an end user, customer, employee, patient, client, regulator or other third party of yours arising out of your use of the Services, the deliverables or the Website (including any claim under the UK GDPR, EU GDPR, the EU AI Act or any sectoral regulation); and
  • (e) any tax (including PAYE, National Insurance contributions, IR35-related amounts, off-payroll-working amounts, self-employment income tax or VAT) that any tax authority asserts is due in respect of any of our personnel or sub-contractors on the basis that the relevant individual is or should be treated as your employee, worker, agency worker or deemed employee.

15.2 We will (a) give you prompt written notice of any claim for which we seek indemnification; (b) not make any admission or settlement without your prior written consent (such consent not to be unreasonably withheld); (c) give you reasonable assistance (at your reasonable cost) in the conduct of the claim; and (d) permit you to control the conduct, defence and settlement of the claim, provided that no settlement may be made that imposes any non-monetary obligation on, or admission of liability by, us without our prior written consent.

16. Data protection

16.1 Each party will comply with its respective obligations under the UK GDPR and any other applicable data protection laws when processing Personal Data in connection with the Website, the Services or any Light-touch Engagement.

16.2 Where we process Personal Data on your behalf in the course of providing the Services, you are the controller and we are the processor. We will process such Personal Data only on your documented instructions (these Terms and any quote, proposal or engagement letter being your primary documented instructions). Where you require Article 28 UK GDPR-compliant processor terms, those terms are set out in Schedule 1 to our MSA, a copy of which we will provide on request and which is incorporated into these Terms by reference.

16.3 We act as an independent controller in respect of (a) the Personal Data of your representatives that we process for our own customer-relationship-management, contracting, billing, marketing, account management, Microsoft partner reporting and similar purposes; (b) the Personal Data of our own personnel; and (c) any Personal Data we are required to process to comply with our own legal, accounting, regulatory or partner-programme obligations. Our Privacy Notice governs those activities.

16.4 You authorise us to engage the categories of sub-processor described in Schedule 1 to our MSA, including Microsoft and its sub-processors, other reputable cloud-infrastructure providers, our freelancers and Sub-contractors, our professional advisers, and our insurers. We will notify you of any new sub-processor on no less than 30 days’ notice (which may be by email or by publication to a portal accessible to you).

16.5 You warrant that you have all necessary lawful bases, notices and (where required) consents to provide Personal Data to us for the purposes of the Website and the Services, including for use with any AI or Copilot artefact. You must not knowingly expose any special category Personal Data (Article 9 UK GDPR) or any data relating to criminal convictions or offences (Article 10 UK GDPR) to the Services or to any AI artefact unless you have notified us in writing in advance, the engagement documents record the categories concerned, and an appropriate Article 9 condition is in place.

16.6 Our liability for any breach of this section 16 is subject in all respects to the limits in section 14. We do not provide an uncapped indemnity for data-protection breaches.

17. Suspension and termination of access

17.1 We may suspend, restrict or terminate your access to the Website, any account or any Service immediately and without liability if (a) you are in breach of these Terms; (b) any sum is overdue; (c) we reasonably suspect fraud, abuse or breach of law in connection with your use of the Website or the Services; (d) we are required to do so by law, by Microsoft, by a regulator or by court order; or (e) we reasonably consider suspension necessary to protect our systems, our other customers or our personnel.

17.2 On termination of your access for any reason: (a) all licences granted to you in section 6 cease; (b) you must immediately stop using the Website and any Content; (c) all Charges accrued up to the date of termination are immediately payable; and (d) sections 1, 2, 4, 6, 8, 10, 13, 14, 15, 16 and 20 to 22 of these Terms (together with any provision which is by its nature intended to survive) continue in force.

18. Force majeure

18.1 Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay) caused by an event beyond its reasonable control, including acts of God, fire, flood, severe weather, pandemic or epidemic, war, armed conflict, terrorism, civil unrest, sanctions or trade restrictions, industrial action, energy or telecommunications outages, internet or cloud-service outages, third-party infrastructure failure (including any failure of, change to or outage of any Microsoft Services, Azure region, third-party SaaS service, content-delivery network, identity provider or DNS service), AI service outages, the unavailability of any sub-contractor that cannot reasonably be replaced, cyber-attacks not caused by the affected party’s negligence, or any change of law or regulator action that prevents or materially impedes performance.

19. Changes to these Terms and to the Website

19.1 We may update these Terms from time to time to reflect changes in law, regulation, our business, our supplier ecosystem, our service offering or our risk allocation. The current version of these Terms is the version published on the Website. We will indicate the date these Terms were last updated at the top of the page.

19.2 Where the change is material (for example, a change to the limitation of liability, indemnity, payment terms or governing law), we will give reasonable advance notice by a banner on the Website or, where you have provided us with contact details, by email. Your continued use of the Website after the effective date of any change is acceptance of the change. If you do not accept a material change, your sole remedy is to stop using the Website.

19.3 We may modify, suspend or discontinue any part of the Website at any time, without notice and without liability.

20. General

20.1 Entire agreement. These Terms, our Privacy Notice, our Cookies Notice, and any quote, proposal or engagement letter incorporating these Terms, constitute the entire agreement between you and us in respect of the Website and any Light-touch Engagement, and supersede all prior agreements, understandings, arrangements, communications, proposals, statements and representations (whether oral or written) in respect of that subject matter. Each party acknowledges that, in agreeing to these Terms, it has not relied on any statement, representation, warranty or assurance other than those expressly set out here, and waives all claims for innocent or negligent misrepresentation. Nothing in this section limits liability for fraud or fraudulent misrepresentation.

20.2 No waiver. No failure or delay by us to exercise any right or remedy is a waiver of it. A single or partial exercise does not preclude any further exercise. Waiver of one breach is not waiver of any other.

20.3 Severance. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the relevant provision is deemed deleted, and the remainder continues in full force.

20.4 Third-party rights. Except as expressly set out in section 14.8, a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. Our affiliates, personnel, sub-contractors and insurers are not parties and (subject to section 14.8) have no direct rights of enforcement.

20.5 Assignment. You may not assign, novate, sub-contract, charge, declare a trust over or otherwise transfer any of your rights or obligations under these Terms without our prior written consent. We may, on notice to you, (a) sub-contract any of our obligations, (b) novate these Terms to any affiliate or successor to our business or relevant assets (including by way of share or asset sale, group reorganisation or transfer to a holding or group company), and (c) assign or charge our rights to receive payment (including by way of invoice finance or factoring).

20.6 Status. We are an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint-venture or fiduciary relationship between you and us, or between you and any of our personnel. Neither party may bind the other or hold itself out as having authority to bind the other.

20.7 No publicity by you. You must not make any public announcement, press release or statement to the media about your engagement with us, or about these Terms, without our prior written consent. We may include your name and logo, in a factually accurate way, in our customer list and case-study materials in accordance with the MSA or, in the absence of an MSA, on the same basis.

20.8 Notices. Notices to us must be sent to legal@cloudbliss.co.uk and copied by recorded delivery to our registered office. Notices to you may be sent to the email address you have most recently provided to us. Any notice purporting to terminate any contractual right must also be sent by recorded delivery or courier in addition to email to be effective.

20.9 Cumulative remedies. The rights and remedies under these Terms are cumulative and additional to any rights or remedies available at law or in equity.

20.10 Anti-bribery, modern slavery and sanctions. Each party will comply with all applicable laws relating to anti-bribery and anti-corruption (including the Bribery Act 2010), modern slavery and human trafficking (including the Modern Slavery Act 2015), and sanctions, trade-control and export-control laws. Each party warrants that it is not, and to its knowledge no person who controls it, manages it or owns more than 10% of it is, the subject of any sanctions or asset-freeze imposed by the United Kingdom, the United States, the European Union, the United Nations or any other relevant authority.

20.11 Non-solicitation. During any engagement and for 12 months after it ends, you must not, directly or indirectly, solicit, employ, engage or seek to employ or engage any of our personnel (including any sub-contractor) who has been actively involved in providing Services to you in the previous 12 months, or encourage any such individual to leave our employment or engagement. If you breach this section, you will pay us, as a genuine pre-estimate of loss and not as a penalty, an amount equal to 30% of the gross annual remuneration of the relevant individual in their first year with you, with a minimum of £25,000 per individual. This section does not apply where the individual responds in good faith to a public job advertisement that is not directed at our personnel.

21. Governing law and jurisdiction

21.1 These Terms, the Website and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation are governed by and construed in accordance with the laws of England and Wales.

21.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, except that we may bring proceedings to enforce a payment obligation, or to obtain injunctive or interim relief, in any court of competent jurisdiction.

22. How to contact us

If you have any question, complaint or notice about these Terms or the Website, please contact us using the details below. Our service email addresses are monitored during UK business hours.

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