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SolaraCloud Terms & Conditions

1. Agreement Scope & Auto-Renewal

1.1. These Terms & Conditions (“Agreement”) govern the use of SolaraCloud, a software-as-a-service (SaaS) platform provided by 28Software Sp. z o.o.

1.2. By using SolaraCloud, the Client agrees to these terms.

2. Services Provided

2.1. Subscription-Based Services:

  • SolaraCloud is an AI-powered SaaS platform designed to analyze and process business data, providing AI-generated insights, summaries, and automated workflows to assist with decision-making. The platform allows users to:
    • Upload, store, and process data through AI-driven tools.
    • Interact with AI models that generate insights, analyze trends, and provide recommendations.
    • Integrate with third-party business tools and cloud services for enhanced functionality.
  • SolaraCloud grants the Client a non-exclusive, non-transferable right to access and use the platform.
  • Subscription fees are based on the number of authorized users and are billed annually in advance.
  • The Client agrees to prepay for an annual period of service.
  • This Agreement will automatically renew for an additional 12-month period unless canceled in writing at least 30 days prior to expiration.

2.2 Cloud Hosting & Infrastructure

  • SolaraCloud relies on third-party cloud infrastructure to provide its services.
  • Customers are billed separately for their actual cloud usage.
  • SolaraCloud does not guarantee uninterrupted access due to potential third-party provider outages.
  • Client is responsible for maintaining compliance with their own cloud storage and data processing policies.

2.3. Custom Development Services:

  • SolaraCloud may provide custom AI feature development, workflow automation, or integrations tailored to client needs. 
  • Any such services will require a separate Statement of Work (SoW) defining scope, costs, and delivery timelines.

2.4. Ownership of Modifications:

  • SolaraCloud retains ownership of all platform modifications, including custom-developed features, unless otherwise agreed in writing.

3. Fees & Payment Terms

3.1. Subscription Fees:

  • The Client shall pay annually in advance according to the pricing model agreed upon.
  • Fees are based on a user-tiers model and may be adjusted with 30 days’ notice.
  • No refunds or credits are issued for unused portions of the subscription period.

3.2. Cloud Infrastructure Fees:

  • In addition to the annual billing for the use of SolaraCloud, the Client will be billed monthly for their use of the cloud infrastructure provider resources.
  • The billing will be based on the actual invoices received from the cloud infrastructure provider.
  • The Client agrees to reimburse SolaraCloud for the exact amount charged by the cloud infrastructure provider.
  • SolaraCloud does not add additional fees or surcharges beyond the actual invoiced amount from the cloud infrastructure provider

3.2. Custom Development Fees:

  • Additional development services will be billed separately at agreed hourly or fixed rates.
  • The Client must approve a written estimate before work begins.

3.3. Payment Terms:

  • All invoices must be paid within 30 days of the date of issue.
  • Overdue payments will incur a finance charge of 1.5% per month on the overdue balance.

3.4. Taxes:

  • Subscription and service fees do not include taxes unless explicitly stated.
  • The Client is responsible for paying all applicable taxes.

4. User Responsibilities & Security

4.1. Account Management:

  • The Client is responsible for maintaining secure credentials and ensuring only authorized personnel access the platform.
  • SolaraCloud is not responsible for security breaches caused by weak passwords or improper credential sharing.

4.2. Unauthorized Access & Security Violations:

  • Clients must immediately notify SolaraCloud of any unauthorized access.
  • SolaraCloud reserves the right to suspend accounts if unauthorized access is detected.

5. Third-Party Services Disclaimer

  • SolaraCloud may integrate with third-party services (e.g., APIs, databases).
  • SolaraCloud is not responsible for the reliability, security, or performance of third-party services.
  • The Client assumes full responsibility for any third-party software licenses used within SolaraCloud.

6. Suspension & Termination Conditions

6.1. Account Suspension:

SolaraCloud may suspend services for the following reasons:

  • Non-payment beyond the due date.
  • Violation of security policies or unauthorized access attempts.

6.2. Termination by Client:

  • The Client may terminate the Agreement with a 30-day written notice before the renewal date.
  • Fees remain non-refundable, including prepaid amounts.

6.3. Termination by SolaraCloud:

SolaraCloud may terminate the Agreement immediately if the Client:

  • Breaches the terms and fails to remedy the breach within 15 days.
  • Becomes insolvent or enters liquidation.
  • Uses SolaraCloud for illegal activities.

7. Post-Termination Data Handling

  • Clients have 30 days after termination to retrieve their data.
  • After 30 days, SolaraCloud has no obligation to retain or recover any Client data.
  • Clients may request data extraction services for an additional fee.

8. Confidentiality & Data Privacy

8.1. Confidential Information:

  • All Client data processed through SolaraCloud is considered confidential.
  • SolaraCloud will not share Client data with third parties except as required by law.

8.2. Security Measures:

  • SolaraCloud implements industry-standard security protocols to protect Client data.
  • Clients remain responsible for ensuring their internal compliance with applicable privacy laws (e.g., GDPR, CCPA).

8.3. Data Ownership:

  • The Client retains full ownership of their uploaded data.
  • SolaraCloud does not use Client data for training AI models or for any purpose outside the agreed services.

9. Intellectual Property

9.1. Platform Ownership:

  • SolaraCloud and its underlying software are the intellectual property of 28Software Sp. z o.o..
  • Clients are granted a limited right to use the platform during the subscription period.

9.2. Custom Developments & IP Rights:

  • If SolaraCloud develops custom features for the Client, ownership of such features remains with SolaraCloud unless a separate agreement states otherwise.

10. Indemnification

10.1. By SolaraCloud:

SolaraCloud shall indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of:

  • Claims that the SolaraCloud platform infringes upon any third-party intellectual property rights, provided that the Client:
    • Promptly notifies SolaraCloud of the claim in writing;
    • Grants SolaraCloud sole control over the defense and settlement negotiations; and
    • Cooperates reasonably in defending the claim.
  • Unauthorized access to or disclosure of Client data resulting from SolaraCloud’s gross negligence or willful misconduct.

 

SolaraCloud shall have no liability for infringement claims that arise from:

  • The Client’s combination of SolaraCloud services with third-party software not authorized by SolaraCloud; or
  • The Client’s use of the platform in violation of this Agreement.

 

If the SolaraCloud platform is found to infringe, SolaraCloud may, at its discretion:

  • Modify the platform to make it non-infringing;
  • Obtain the necessary rights to continue use; or
  • Terminate the affected service and refund any prepaid but unused fees.

This Section 10.1 shall be the Client’s exclusive remedy for any IP infringement claims.

10.2. By the Client:

The Client shall indemnify, defend, and hold harmless SolaraCloud and its affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of:

  • The Client’s misuse of the platform, including unauthorized data processing or breach of applicable laws;
  • The Client’s violation of any third-party rights, including intellectual property, privacy, and regulatory compliance;
  • Any data, content, or materials uploaded or processed through SolaraCloud that result in legal claims, including claims of defamation, copyright infringement, or privacy violations;
  • Any security breaches or unauthorized access caused by the Client’s failure to maintain proper security practices (e.g., weak passwords, improper credential sharing).

SolaraCloud reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to the Client’s indemnification obligations, and the Client agrees to reasonably cooperate in such defense.

11. Warranty

11.1 SolaraCloud warrants that:

  • The Services will conform to the applicable documentation provided to the Client.
  • The Services will not knowingly transmit any malicious code or security vulnerabilities.
  • Any professional services provided will be performed promptly and professionally in accordance with good industry standards.
  • Custom development deliverables will conform to the agreed-upon specifications.

11.2 Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED ABOVE, SOLARACLOUD PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLARACLOUD DISCLAIMS ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OPERATION.

 

SOLARACLOUD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY BREACHES. SOLARACLOUD SHALL NOT BE RESPONSIBLE FOR LOSS OR CORRUPTION OF DATA, DELAYS, OR ANY OTHER ISSUES RESULTING FROM THE USE OF THIRD-PARTY INFRASTRUCTURE OR CLIENT ACTIONS.

 

SOME JURISDICTIONS MAY NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, AND TO THAT EXTENT, THIS DISCLAIMER SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.3 Service Level Agreement (SLA) & Availability

  • Uptime Commitment

SolaraCloud aims to maintain a monthly uptime of 99.5%, excluding planned maintenance, force majeure events, and third-party service failures.

  • Third-Party Dependencies

SolaraCloud relies on third-party services, including large language models (LLMs) and cloud infrastructure providers. Downtime or service interruptions caused by third-party providers are beyond SolaraCloud’s control and shall not be considered a breach of this Agreement.

  • Planned Maintenance & Downtime Notifications

SolaraCloud will notify Clients of scheduled maintenance at least 48 hours in advance. Emergency maintenance may be performed without prior notice if required to maintain security or functionality.

  • No SLA Credits

SolaraCloud does not provide service level credits

11.4 AI-Specific Disclaimer

SolaraCloud’s AI-based functionalities provide insights and suggestions based on available data. The Client is solely responsible for validating AI-generated recommendations. SolaraCloud does not guarantee the accuracy, completeness, or reliability of AI-generated outputs. The Client assumes full responsibility for evaluating and acting upon AI-generated insights.

12. Limitation of Liability

12.1 Liability Cap

To the fullest extent permitted by applicable law, SolaraCloud’s total liability for any claim arising from or related to this Agreement shall not exceed the total amount of fees paid by the Client to SolaraCloud in the 12 months preceding the event giving rise to the claim.

12.2 Exclusion of Indirect Damages

Under no circumstances shall either party (including its affiliates, officers, employees, or agents) be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost business opportunities, lost revenue, loss of data, or business interruptions, even if advised of the possibility of such damages.

12.3 No Liability for Uncontrollable Events

SolaraCloud shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, cyberattacks, government actions, labor disputes, third-party infrastructure failures, or acts of God.

12.4 Confirming No Refunds for Third-Party Failures

No refunds or service credits will be provided for third-party service disruptions

12.5 Certain Exclusions May Not Apply

Some jurisdictions do not allow the exclusion or limitation of certain liabilities. In such cases, SolaraCloud’s liability shall be limited to the maximum extent permitted by law.

13. Marketing & Public Announcements

  • SolaraCloud may reference customers names in marketing materials.

Customers must provide explicit consent before SolaraCloud publicly publishes the customer’s testimonials, or case studies.

14. Governing Law & Dispute Resolution

  • This Agreement will be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.
  • Any disputes arising from or related to this Agreement shall be resolved through binding arbitration under LCIA Rules, with arbitration seated in London, UK. The arbitration shall be a single arbitrator.
  • Each party waives any right to bring claims in court except to enforce an arbitration ruling or seek injunctive relief.
  • Each party shall bear its own costs of arbitration. The arbitrator’s fees and administrative costs shall be split equally between the parties unless otherwise determined by the arbitrator.

15. General Provisions

15.1 Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of SolaraCloud. Any attempted assignment in violation of this provision shall be null and void.

15.2 Independent Contractors

The parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or employer-employee relationship between SolaraCloud and the Client.

15.3 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other rights. Any waiver must be in writing and signed by an authorized representative of the waiving party.

15.4 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the intended purpose.

15.5 Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, cyberattacks, government restrictions, labor strikes, or third-party service failures.

15.6 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or communications, whether written or oral, regarding the subject matter herein.

15.7 No Third-Party Beneficiaries 

This Agreement does not create any third-party beneficiary rights.