Quotation Terms and Conditions
Version 2.0. Effective from 5 October 2026.
These terms apply to every quotation issued by Cloudfox Group Limited. The version that applies to a quotation is the version in force on the date the Client accepts it. Later versions do not change a quotation that has already been accepted. Earlier versions are available on request from info@cloudfox.it.
1. Who we are and how the contract is formed
1.1 "Supplier" means Cloudfox Group Limited, a company registered in England and Wales under number 12154368, whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.
1.2 "Client" means the organisation named on the Quotation.
1.3 "Quotation" means the Supplier's quotation for the Services, including its line items, payment schedule and purchase terms, and any proposal it refers to.
1.4 "Services" means the work described in the Quotation. "Deliverables" means the outputs the Supplier produces for the Client as part of the Services. "Fees" means the charges set out in the Quotation.
1.5 The Quotation is an offer by the Supplier. A contract is formed when the Client accepts the Quotation in writing, including by electronic signature, before it expires ("Contract"). The Supplier may withdraw the Quotation at any time before it is accepted.
1.6 The Contract consists of the Quotation and these terms. If they conflict, the Quotation prevails. No other terms apply unless both parties agree them in writing.
1.7 "Business day" means a day other than a Saturday, Sunday or public holiday in England.
2. Services
2.1 The Supplier will provide the Services with reasonable care and skill.
2.2 The Supplier will use reasonable endeavours to meet any dates in the Quotation. Time is not of the essence for the performance of the Services.
2.3 The Supplier will correct, at its own cost, any defect in the Services or Deliverables that the Client reports within 30 days of the Services being completed.
2.4 The Supplier may sub-contract any part of the Services. It remains responsible for the work of its sub-contractors and will not pass on any additional charge for using them.
2.5 The Supplier maintains professional indemnity and public liability insurance and will provide evidence of cover on request.
3. Client responsibilities
3.1 The Client will give the Supplier the information, materials, decisions and system access it reasonably needs, in good time.
3.2 The Client will obtain any permissions, consents or licences needed for the Supplier to provide the Services.
3.3 The Supplier is not liable for any delay or failure caused by the Client not meeting this clause 3, and any agreed dates are extended accordingly.
4. Changes and additional work
4.1 Either party may ask for a change to the Services. A change takes effect only when both parties have agreed it in writing. Email is sufficient.
4.2 The Supplier will identify any work that falls outside the Quotation before starting it, and will give an estimate of time and cost. Additional work is charged at the rates set out in the Quotation or, where it gives none, at rates agreed in writing before the work starts.
4.3 The Supplier will not carry out or invoice additional work without the Client's prior agreement.
5. Third-party software
5.1 The Services may involve configuring, integrating or supporting software provided by third parties. That software is supplied under the third party's own terms. The Supplier is not liable for its availability, performance, pricing or changes.
5.2 Unless the Quotation says otherwise, the Client is responsible for buying and maintaining its own software subscriptions.
5.3 Where the Supplier resells a software subscription or provides a recurring service, it continues until either party ends it on 30 days' written notice, unless the Quotation states a different term. The Supplier may pass on a price change made by the software provider, and will give as much notice as it reasonably can.
6. Fees and payment
6.1 The Fees are set out in the Quotation and exclude VAT and any other applicable taxes, which are added where they apply.
6.2 The Supplier may recover reasonable expenses and third-party costs incurred for the Services, provided the Client has approved them in advance.
6.3 The Supplier will invoice the Fees on the dates set out in the Quotation or, if none are given, on completion of the Services. Recurring charges are invoiced monthly in advance unless the Quotation says otherwise.
6.4 The Client will pay each invoice within 30 days of its date, in pounds sterling unless the Quotation states another currency.
6.5 If an invoice is overdue the Supplier may charge interest on the overdue amount at 8% a year above the Bank of England base rate, and may suspend the Services until payment is made. Any agreed dates are extended by the length of the suspension.
7. Confidentiality
7.1 Each party will keep confidential all information it receives from the other that is marked confidential or is confidential by its nature, including information about the other's business, finances, pricing, customers, systems, plans and corporate structure. Each party will use that information only to perform or receive the Services.
7.2 A party may share confidential information with its employees, officers, sub-contractors and professional advisers who need it for the Contract and who are bound by equivalent duties of confidence.
7.3 This clause does not apply to information that is or becomes public other than through a breach of this clause, that the receiving party already held or independently developed, or that must be disclosed by law, by a court or by a regulator.
7.4 On request at the end of the Contract, each party will return or delete the other's confidential information, except for copies it must keep by law or holds in routine backups.
7.5 These obligations continue for three years after the Contract ends.
8. Intellectual property
8.1 The Client keeps all rights in its data, brand and materials, and grants the Supplier a licence to use them only to provide the Services.
8.2 Configuration, content and data created in the Client's own software accounts belong to the Client.
8.3 The Supplier keeps all rights in its pre-existing materials, tools, methods, templates, code and know-how, and in anything it develops for general use.
8.4 On payment of the Fees in full, the Supplier grants the Client a perpetual, non-exclusive, royalty-free licence to use the Deliverables for its own business purposes.
9. Data protection
9.1 Each party will comply with the data protection laws that apply to it, including the UK GDPR and the Data Protection Act 2018.
9.2 Where the Supplier processes personal data on the Client's behalf in providing the Services, the Client is the controller and the Supplier is the processor. The processing covers the personal data held in the systems the Supplier works on for the Client, typically names, contact details and transaction records of the Client's customers, prospects, staff and suppliers. It lasts for the duration of the Services and is carried out only to provide them.
9.3 As processor, the Supplier will:
(a) process the personal data only on the Client's documented instructions, which include the Quotation;
(b) keep it secure using appropriate technical and organisational measures;
(c) ensure that everyone with access to it is bound by a duty of confidentiality;
(d) use sub-processors only under a written contract with equivalent obligations, remain responsible for them, and provide a current list on request;
(e) not transfer it outside the United Kingdom without appropriate safeguards required by law;
(f) tell the Client without undue delay if it becomes aware of a personal data breach, and give reasonable help with the Client's response;
(g) give reasonable help with requests from individuals exercising their rights and with the Client's other obligations under data protection law;
(h) delete or return the personal data when the Services end, unless the law requires it to be kept; and
(i) provide the information reasonably needed to show that it has met this clause.
9.4 The Supplier uses personal data about the Client's own staff, such as contact details, as set out in its privacy notice at https://cloudfox.it/privacy-policy.
10. Use of AI tooling
10.1 The Supplier uses AI-assisted tooling in providing the Services. By accepting the Quotation the Client consents to the Supplier processing information about the Client and its business through that tooling for the purposes of the Services.
10.2 The tooling falls into three categories:
(a) meeting recording, transcription and note-taking;
(b) analysis and summarisation inside the platforms used to deliver the Services; and
(c) general-purpose assistance with research, document review, data analysis, drafting and code.
10.3 The Supplier will identify the specific tools and their providers on request.
10.4 Meetings are recorded and transcribed only where every participant has been told in advance and has agreed. The Client may withdraw its agreement at any time and without giving a reason.
10.5 The Supplier holds Client information under paid accounts, not free tiers, and enables the provider's model-training opt-out on every tool that offers one. The Supplier does not warrant that no provider will ever process Client information for model improvement. Where the Client requires a contractual no-training commitment, the Supplier will move that work onto a service that provides one, and will say in advance if that changes the Fees.
10.6 The Client may tell the Supplier in writing of categories of information it does not want processed through AI-assisted tooling, or of specific tools it does not want used. The Supplier will comply, and will say if doing so affects the scope, the timetable or the Fees.
10.7 AI use does not reduce the Supplier's obligations. The Supplier reviews, verifies and is responsible for everything it delivers to the same standard as if it had been produced without such tooling. Clauses 7 and 9 apply to information processed through it.
11. Liability
11.1 Nothing in the Contract limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.
11.2 Subject to clause 11.1, neither party is liable to the other for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
11.3 Subject to clause 11.1, the Supplier's total liability arising from or in connection with the Contract is limited to the Fees paid or payable under the Quotation or, for recurring Services, the Fees paid or payable in the 12 months before the claim arose.
11.4 Clause 11.3 does not limit the Client's obligation to pay the Fees.
12. Ending the Contract
12.1 Either party may end the Contract immediately by written notice if the other:
(a) commits a material breach and does not put it right within 14 days of being asked to in writing; or
(b) becomes insolvent, enters administration or liquidation, makes an arrangement with its creditors, or has a receiver appointed over its assets.
12.2 The Client may cancel one-off Services at any time by written notice. Recurring Services are ended under clause 5.3.
12.3 When the Contract ends the Client will pay for the Services provided up to that date, in proportion to the Fees, together with any third-party costs the Supplier has already committed to on the Client's behalf.
12.4 Clauses 6, 7, 8, 9, 10, 11 and 14 continue after the Contract ends.
13. Events outside a party's control
Neither party is liable for a failure or delay caused by an event beyond its reasonable control, such as a power or internet failure, the failure of a third-party platform, industrial action, fire, flood, severe weather, war, terrorism or government action. This does not excuse a failure to pay.
14. General
14.1 Notices. Notices must be in writing and may be sent by email to the address each party last gave the other. An email is treated as received on the next business day after it is sent.
14.2 Assignment. Neither party may transfer the Contract without the other's written consent, which will not be unreasonably withheld. The Client may transfer it to another company in its group by giving the Supplier written notice.
14.3 Independent contractor. The Supplier is an independent contractor. Nothing in the Contract creates a partnership, employment or agency relationship.
14.4 Third parties. Nobody other than the Supplier and the Client has any right to enforce the Contract.
14.5 Entire agreement. The Contract is the whole agreement between the parties about the Services and replaces any earlier discussions or proposals about them. Neither party has relied on any statement that is not set out in it.
14.6 Waiver. A delay or failure to exercise a right is not a waiver of it.
14.7 Severance. If any part of these terms is found to be unenforceable, the rest continues to apply.
14.8 Law and jurisdiction. The Contract, and any non-contractual obligations arising from it, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.