Terms of Sale: Cloud Services
MachinesDock Pty Ltd | Enterprise Procurement & Cloud Services
Cloud Framework
- Enterprise Security
- Subscription Standards
- Reseller Transparency
- Compliance Ready
Definitions
- Cloud Service(s): Third-party subscription-based software, platforms, or services resold or procured by MachinesDock.
- Service Provider: The OEM, vendor, or cloud provider responsible for delivery and operation of Cloud Services.
- Fees: All amounts payable by Client under an Order.
- Service Provider Terms: All applicable EULA, SLA, usage terms, and related contractual documents imposed by the Service Provider, as amended from time to time.
- Order: Any accepted purchase request, quotation, or subscription instruction.
Effective Date & Acceptance
These Terms become effective upon:
- Placement of an Order accepted by MachinesDock; or
- Access or use of Cloud Services; or
- Use of MachinesDock systems or procurement portals.
Client acknowledges that Service Provider terms may change during the subscription period and agrees to remain bound by updated terms.
Scope & Service Dependency
MachinesDock acts solely as a reseller and procurement facilitator.
- Cloud Services are delivered and controlled by the Service Provider.
- MachinesDock does not guarantee uptime, performance, or feature availability.
- Service Provider may modify, suspend, or discontinue services at any time.
Client acknowledges full dependency on Service Provider infrastructure and policies.
Usage & Client Responsibilities
Client agrees to use Cloud Services strictly for legitimate internal business purposes and not to resell, sublicense, or redistribute services. Client is responsible for:
- Securing accounts, credentials, and access systems.
- Data backup, protection, and cybersecurity controls.
- Providing accurate provisioning and billing information.
- Monitoring and preventing unauthorized access.
- Ensuring compliance with all applicable laws and export controls.
Fees, Billing & Taxes
- Fees are payable within 30 days of invoice date.
- Billing begins upon service provisioning by Service Provider.
- Fees are non-refundable once consumed.
- MachinesDock may adjust pricing due to supplier changes, currency fluctuations, or market conditions.
All Fees exclude taxes, duties, and governmental charges, which remain Client’s responsibility.
Term & Termination
- Subscriptions automatically renew unless cancelled with required notice.
- Early termination is not permitted except for material breach or Service Provider discontinuation.
- If Service Provider terminates services, MachinesDock may terminate corresponding Orders immediately.
Client remains liable for all Fees incurred up to termination date.
Liability Disclaimer & Limitation
All Cloud Services are provided “AS IS” and “AS AVAILABLE”. MachinesDock makes no warranties, express or implied, including uptime, performance, or fitness for purpose.
MachinesDock’s total liability shall not exceed the Fees paid by Client in the preceding 12 months. MachinesDock shall not be liable for indirect/consequential losses, loss of profits, or data loss.
Indemnification
Client agrees to indemnify, defend, and hold harmless MachinesDock against any claims, damages, losses, or expenses arising from: misuse of Cloud Services, breach of laws, Client data/configurations, or violation of Service Provider Terms.
Force Majeure
Neither party shall be liable for failure or delay caused by events beyond reasonable control, including natural disasters, government actions, internet/infrastructure failures, labor disputes, or cyber incidents.
Confidentiality
Both parties agree to maintain confidentiality of all non-public information. Confidential Information may only be used for purposes related to the execution of Orders and must not be disclosed without written consent.
Governing Law
This Agreement is governed by the laws of New South Wales, Australia. Both parties submit to the exclusive jurisdiction of the courts of New South Wales.
Entire Agreement & Priority
This document constitutes the entire agreement. In case of conflict, priority is: (1) Executed Order, (2) This Cloud Terms of Sale, (3) Service Provider Terms.