SMARTSTACK.CLOUD SOFTWARE TERMS AND CONDITIONS
Version 1.0
Last Updated: 23/06/2026
These Terms and Conditions govern the supply of software, software subscriptions, software development services and related services by Smart IT Support Ltd.
By accessing, purchasing, subscribing to, using, or permitting any third party to use any Software or Services provided by Smart IT Support Ltd, the Customer agrees to be bound by these Terms and Conditions.
1. DEFINITIONS
Customer means the individual, company or organisation purchasing or using the Software or Services.
Custom Software means software, integrations, applications, databases, scripts, APIs, automations or other software developed by Smart IT Support Ltd for the Customer.
Services means software development services, consultancy, implementation, integration, configuration, training and support services provided by Smart IT Support Ltd.
Software means any software application, platform, website, SaaS product, mobile application, API, automation, integration or related software provided by Smart IT Support Ltd, including SmartStack.cloud.
Supplier means Smart IT Support Ltd, a company registered in England and Wales under company number 06550863.
Subscription Services means software provided on a recurring subscription basis.
2. COMMENCEMENT
2.1 These Terms shall take effect upon the earlier of:
a) acceptance of a quotation, proposal or order;
b) payment of an invoice;
c) use of any Software or Services;
d) creation of an account.
2.2 These Terms shall continue until terminated in accordance with these Terms.
3. SOFTWARE LICENCE
3.1 Subject to payment of all Charges, the Supplier grants the Customer a limited, non-exclusive, non-transferable, revocable licence to use the Software.
3.2 The Customer shall not:
a) copy, modify, reverse engineer, decompile or disassemble any Software;
b) create derivative works;
c) remove copyright notices;
d) resell, sublicense, distribute or make the Software available to third parties;
e) use the Software unlawfully.
3.3 All rights not expressly granted are reserved by the Supplier.
4. SOFTWARE DEVELOPMENT SERVICES
4.1 The Supplier shall use reasonable skill and care in performing development services.
4.2 Any project timelines, delivery dates or milestones are estimates only.
4.3 Delays caused by the Customer, third parties, changing requirements, integrations, APIs or external systems shall extend delivery times accordingly.
4.4 The Supplier shall not be responsible for delays caused by third-party software vendors, hosting providers, cloud providers, payment gateways, AI providers or API providers.
4.5 The Customer acknowledges that software development is inherently complex and may contain defects, bugs, limitations or unforeseen issues.
4.6 The Supplier does not warrant that any software will be completely error-free.
5. CHANGE REQUESTS
5.1 Any request that alters the agreed scope shall constitute a Change Request.
5.2 The Supplier may charge additional fees for Change Requests.
5.3 The Supplier shall not be required to perform work outside the agreed scope until such work is approved.
6. CUSTOMER RESPONSIBILITIES
6.1 The Customer shall:
a) provide accurate information;
b) provide timely feedback and approvals;
c) maintain backups of all data;
d) ensure that data uploaded to the Software is lawful;
e) ensure compliance with all applicable laws.
6.2 The Customer is solely responsible for:
a) data entered into the Software;
b) decisions made using the Software;
c) outputs generated by the Software;
d) compliance with legal or regulatory requirements.
6.3 The Customer acknowledges that the Software is a tool only and does not constitute legal, financial, tax, accounting, compliance or professional advice.
7. FEES AND PAYMENT
7.1 Charges shall be payable in accordance with the applicable quotation, proposal or invoice.
7.2 Subscription fees are payable in advance.
7.3 Development fees are payable in accordance with agreed milestones or invoices.
7.4 All payments are non-refundable.
7.5 The Supplier may suspend access to Software or Services where invoices remain unpaid.
7.6 Interest shall accrue on overdue amounts at 8% above the Bank of England base rate.
8. SUBSCRIPTIONS
8.1 Subscription Services automatically renew unless terminated by either party on not less than thirty (30) days written notice.
8.2 Subscription fees may be increased by the Supplier upon thirty (30) days notice.
8.3 Continued use of the Software constitutes acceptance of revised fees.
9. INTELLECTUAL PROPERTY
9.1 All Intellectual Property Rights in the Software, Services and Custom Software remain vested in the Supplier.
9.2 Unless expressly agreed in writing:
a) source code shall remain the exclusive property of the Supplier;
b) only a licence to use the Software is granted.
9.3 The Supplier may reuse any techniques, code, methods, frameworks, libraries, know-how, concepts or ideas developed during provision of the Services.
9.4 Customer ownership shall extend only to Customer Data.
9.5 The Customer grants the Supplier a royalty-free licence to use Customer Data solely for providing the Services.
10. OPEN SOURCE AND THIRD-PARTY SOFTWARE
10.1 Software may incorporate third-party software, APIs, libraries, AI models or open-source components.
10.2 Such components may be subject to separate terms.
10.3 The Supplier shall not be liable for failures, downtime, discontinuation, pricing changes, security issues or defects relating to third-party products.
11. DATA AND BACKUPS
11.1 The Customer remains solely responsible for maintaining independent backups of all data.
11.2 The Supplier makes no guarantee that any data can be recovered following deletion, corruption, cyber attack, hardware failure, software defect or termination.
11.3 The Supplier may delete Customer data after termination.
11.4 The Supplier shall have no obligation to retain Customer data after termination.
12. WARRANTIES
12.1 Except as expressly stated in these Terms, all warranties, conditions and representations are excluded to the fullest extent permitted by law.
12.2 The Software and Services are provided "AS IS" and "AS AVAILABLE".
12.3 The Supplier does not warrant that:
a) the Software will be uninterrupted;
b) the Software will be error-free;
c) defects will be corrected;
d) the Software will meet the Customer's requirements;
e) the Software will be secure from all cyber threats;
f) outputs generated by the Software will be accurate.
13. LIMITATION OF LIABILITY
13.1 Nothing in these Terms excludes liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation;
c) any liability which cannot legally be excluded.
13.2 Subject to clause 13.1, the Supplier's total aggregate liability arising out of or relating to the Software, Services or these Terms shall not exceed:
a) the total fees paid by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim; or
b) £5,000,
whichever is lower.
13.3 The Supplier shall not be liable for:
a) loss of profits;
b) loss of revenue;
c) loss of business;
d) loss of goodwill;
e) loss of anticipated savings;
f) loss of opportunity;
g) loss of contracts;
h) loss of data;
i) corruption of data;
j) business interruption;
k) loss arising from cyber incidents;
l) indirect loss;
m) consequential loss;
n) special loss;
o) punitive damages.
13.4 The Customer acknowledges that the Charges reflect the allocation of risk under these Terms.
13.5 The Customer shall indemnify and keep indemnified the Supplier against all claims, losses, liabilities, damages, costs and expenses arising from:
a) Customer Data;
b) Customer misuse of the Software;
c) breach of these Terms;
d) unlawful content uploaded by the Customer;
e) claims by third parties arising from Customer use of the Software.
14. AI GENERATED CONTENT
14.1 Where Software incorporates artificial intelligence or machine learning functionality:
a) outputs may be inaccurate, incomplete or misleading;
b) outputs must be independently reviewed before reliance;
c) the Supplier accepts no liability for reliance upon AI-generated content.
14.2 The Customer assumes all responsibility for decisions made using AI-generated outputs.
15. TERMINATION
15.1 The Supplier may suspend or terminate access immediately if:
a) invoices remain unpaid;
b) the Customer breaches these Terms;
c) the Customer uses the Software unlawfully;
d) the Supplier reasonably believes continued provision presents legal, security or commercial risk.
15.2 Upon termination:
a) all licences immediately cease;
b) access may be removed immediately;
c) outstanding fees become payable immediately.
16. CONFIDENTIALITY
Each party shall keep confidential all information received from the other party which is identified as confidential or would reasonably be considered confidential.
17. FORCE MAJEURE
The Supplier shall not be liable for delays or failures caused by circumstances beyond its reasonable control including:
- cloud outages
- internet failures
- cyber attacks
- supplier failures
- strikes
- governmental action
- natural disasters
18. ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties and supersede all prior discussions, proposals and representations.
19. GOVERNING LAW
These Terms shall be governed by the laws of England and Wales.
20. JURISDICTION
The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising from these Terms.
