These Terms and Conditions govern the provision of cloud infrastructure services by Dynexis. They apply from the moment you engage us, sign a Statement of Work, or use our website. Cloud work runs inside platforms we do not own and is billed by providers we do not control, so the early sections set out clearly how responsibility, cost, and availability are allocated between you, us, and your cloud providers. We ask that you read them in full before any engagement begins. By proceeding, you agree to be bound by these Terms.
1. Agreement and Acceptance
1.1 Parties and Documents
These Terms constitute the agreement between Dynexis (“we”, “us”, “our”) and the organization engaging us (“you”, “the Client”). They apply together with any Statement of Work and our Privacy Policy. Where a Statement of Work and these Terms conflict on a specific matter, the Statement of Work governs that matter.
1.2 Your Authority
You represent that you are at least 18 years of age and that you have authority to bind your organization to this agreement.
2. Definitions
- “Services” means our cloud consulting, including strategy, architecture, environment development, integration, automation, migration, training, and managed cloud operations.
- “Cloud Provider” means a third-party cloud platform on which we work on your behalf, such as AWS, Microsoft Azure, Google Cloud Platform, DigitalOcean, or Cloudflare.
- “Cloud Account” means your account or subscription with a Cloud Provider.
- “Cloud Charges” means the amounts billed by a Cloud Provider for your use of its services.
- “Statement of Work” or “SOW” means the executed brief setting out the scope, deliverables, timing, and fees for an engagement.
- “Deliverables” means the architectures, configurations, infrastructure-as-code templates, pipelines, automations, and documentation we produce.
- “Confidential Information” means non-public information disclosed by either party, including architecture details, credentials, business plans, and trade secrets.
3. Scope of Cloud Services
Our work covers cloud strategy and planning, environment development, integration, automation, migration, and managed services. The precise scope for your engagement is set out in the SOW. We determine the methods and tools used to perform the work, in accordance with sound professional and provider-recommended practice, unless the SOW provides otherwise. We may engage vetted specialist subcontractors, and where we do so, we remain responsible for the work and bind them to the same confidentiality and data protection obligations we owe to you. Work outside the agreed scope constitutes additional scope, requires written agreement, and may affect both cost and timing.
4. Cloud Providers and the Shared Responsibility Model
4.1 We Work Within Platforms We Do Not Own
We design, deploy, and manage your environment within third-party Cloud Providers. We do not own or operate those platforms, and your use of them is governed by your own agreement with each Cloud Provider.
4.2 Shared Responsibility
Cloud security and operation follow a shared responsibility model. The Cloud Provider is responsible for the security and availability of the underlying cloud infrastructure. You, with our support within the agreed scope, are responsible for the configuration, data, access management, and workloads that run within it.
4.3 No Control Over Provider Infrastructure
We have no control over a Cloud Provider’s infrastructure, pricing, service changes, regional availability, or outages, and we are not liable for them. The obligations a Cloud Provider owes you, including any service-level commitment, are set out in that provider’s own terms.
5. Your Cloud Accounts and Charges
5.1 Account Ownership
You own your Cloud Accounts. We operate under the access you delegate to us, and you are responsible for safeguarding owner and root credentials and for the overall governance of your accounts.
5.2 Cloud Charges Are Yours
All Cloud Charges are your responsibility and are payable directly to the Cloud Provider. Our fees are separate and cover our Services only. Nothing in these Terms makes us responsible for paying your Cloud Charges.
5.3 Variable and Usage-Based Costs
Cloud usage can generate substantial and variable charges, including from auto-scaling, data transfer, storage growth, and provisioned or reserved resources. You are responsible for monitoring and controlling your spend, including setting budgets and alerts. We are not liable for any Cloud Charges incurred, including charges arising from auto-scaling policies, configurations, usage spikes, or resources left running, even where we configured them in accordance with your instructions.
6. Availability, Uptime, and Service Levels
Any availability or service-level target is set out in the SOW, and it is subject to, and cannot exceed, the service levels offered by the underlying Cloud Provider. We do not warrant that your environment will be available without interruption or free of error. Cloud Provider outages, regional failures, and other events outside our control are excluded from any target. Where the SOW includes managed monitoring, a response target describes when we will begin to act on a qualifying alert and is not a guarantee of resolution or of uptime.
7. Data, Backups, and Data Loss
7.1 Backup Configuration
Where the SOW includes backup and recovery, we configure it to the scope, frequency, and retention agreed there. You are responsible for confirming that the agreed configuration meets your recovery objectives and for maintaining independent backups of business-critical data where appropriate.
7.2 Data Loss
Subject to our obligation to perform with reasonable skill and care, we are not liable for the loss or corruption of data, including loss arising from a Cloud Provider failure, from changes you or third parties make, or from events outside our control. We do not warrant that any migration, change, or recovery will be free of data loss.
8. Migration and Cutover
8.1 Inherent Migration Risk
Migrating workloads to or between cloud environments carries an inherent risk of downtime and disruption, despite careful planning. You accept this risk as a condition of the engagement.
8.2 Your Safeguards
Before a migration or cutover, you must maintain complete and verified backups of the affected systems and data. We recommend that a rollback plan be agreed before cutover proceeds.
8.3 The Cutover Decision
The decision to proceed to cutover, including any DNS or traffic cutover, is yours, made on the basis of your confirmation that testing is satisfactory. We do not warrant a migration free of downtime or data loss, and, subject to reasonable skill and care, we are not liable for disruption arising during or after a migration.
9. Security and Configuration
Where the SOW includes security work, we configure controls such as identity and access management, encryption, and network segmentation within the agreed scope and to recognized practice. No environment is fully secure, and our work reduces risk rather than eliminating it. We do not warrant that we will prevent every breach, misconfiguration, or intrusion. Consistent with the shared responsibility model, you are responsible for safeguarding your credentials, for changes you or third parties make to the environment, and for any aspect of security that falls outside the agreed scope. Where the SOW includes continuous monitoring or drift detection, those services operate on a reasonable-efforts basis.
10. Automation and Infrastructure as Code
Automations such as infrastructure-as-code templates, auto-scaling policies, backup schedules, and cost-governance rules execute the parameters you approve. You are responsible for those parameters. We are not liable for any outcome produced by an automation operating correctly on your approved configuration, including the cost, capacity, or scaling behavior that results from it.
11. Managed Cloud Operations and Incident Response
Where the SOW includes managed operations, we provide services such as monitoring, patching, cost optimization, capacity planning, and incident response, within the coverage set out in that SOW. These services are provided on a reasonable-efforts basis. We do not guarantee that every incident or anomaly will be prevented or detected, and we are not responsible for the underlying incident itself or for losses arising from it. Response targets describe when we will begin to act and are not a guarantee of resolution.
12. Compliance and Data Residency
Where you specify compliance frameworks or data-residency requirements, we configure your environment to support them in accordance with the requirements you provide. You are responsible for determining your own compliance and data-residency obligations and for keeping us informed of them. Nothing we provide constitutes legal or regulatory advice, and certification or audit outcomes are determined by independent bodies outside our control. We are not liable for non-compliance arising from requirements you did not specify, from your configuration changes, or from a change in law.
13. Client Responsibilities
The success of a cloud engagement depends materially on your participation. You agree to provide accurate information about your environment and workloads, to grant and manage the access we require, to designate a single decision-maker authorized to approve work and respond to escalations promptly, to maintain your Cloud Accounts and pay your Cloud Charges, and to review and test each Deliverable within the period set in the SOW or, failing that, within ten business days. Where information, access, or approvals are provided late, incompletely, or inaccurately, timelines may be extended and costs may increase.
14. Data Protection
In delivering the Services, we may access or process personal data within your workloads. Where we do so on your behalf, we act as your processor and handle that data in accordance with applicable data protection law, including the GDPR and the CCPA where they apply. You act as the controller and remain responsible for the lawful basis for that processing, for any required consents and notices, and for determining the regions in which your data may be stored. Where a data processing agreement is required between the parties, we will enter into one, and it shall apply alongside these Terms.
15. Confidentiality
Each party shall protect the other’s Confidential Information and use it only for the purposes of the engagement. This obligation does not extend to information that is or becomes public through no fault of the receiving party, was already known to it, was independently developed, or was lawfully obtained from a third party without restriction. Credentials, architecture details, and security configurations warrant particular care, and each party shall apply at least the same standard of care it applies to its own confidential information. The obligation survives for two years following the end of the engagement, and indefinitely in respect of any trade secret.
16. Third-Party and Open-Source Software
Our Deliverables may incorporate third-party or open-source software and services, each of which is subject to its own licence and terms. We do not warrant any third-party or open-source component, and your use of it is governed by the applicable licence. Any subscription or licence fees for third-party software or Cloud Provider services are your responsibility.
17. Fees and Payment
Our fees are set out in the SOW or invoice prior to the commencement of work, are separate from your Cloud Charges, and additional scope is quoted separately and provided before such work begins. Invoices are due within fourteen days of the invoice date unless the SOW provides otherwise, and any deposit or recurring retainer is charged as set out in the SOW. Overdue invoices accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. We may suspend the Services on any account more than fifteen days past due, although we will give reasonable written notice before suspending services that support a live production environment. Payments are non-refundable in respect of work already performed. You are responsible for all applicable taxes and for any pre-approved out-of-pocket expenses we incur.
18. Acceptance and Revisions
Each Deliverable includes up to two rounds of revision at no additional charge unless the SOW specifies otherwise. Revision requests must be submitted in writing and must clearly identify the changes sought. Additional rounds are billed at our standard hourly rate. If you provide no written feedback within ten business days of delivery, the Deliverable is deemed accepted.
19. Intellectual Property
Our frameworks, reusable infrastructure-as-code libraries, tooling, and methods remain our exclusive property and are not transferred to you. Upon receipt of payment in full, you are granted a perpetual, non-exclusive, non-transferable licence to use the final Deliverables, including any bespoke templates or code built for you, within your business. Your data and pre-existing materials remain yours, and you grant us a limited licence to use them solely to perform the Services. We may reference the engagement in anonymized form for our portfolio unless you instruct us otherwise in writing.
20. No Guarantee of Outcomes
Our role is to architect and operate cloud environments that support better performance, resilience, and cost control. We make no guarantee as to uptime, performance, cost savings, or any other outcome arising from your use of the environment. Such results depend on your workloads, your usage, the configurations and policies you approve, and factors outside our control, including Cloud Provider behavior. Any figures or examples we provide are illustrative only and do not constitute a commitment.
21. Limitation of Liability
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, any SOW, or the Services shall not exceed the fees paid by you to us in the twelve months preceding the event giving rise to the claim, or one hundred US dollars where no fees have been paid. Cloud Charges are excluded from this calculation and are never recoverable from us.
We shall not be liable for any indirect, incidental, special, or consequential loss, including loss of profit, loss of revenue, loss or corruption of data, business interruption, or reputational harm, even if advised of the possibility of such loss. Without limiting the foregoing, we shall not be liable for Cloud Charges, for losses arising from a Cloud Provider outage or failure, or for a security incident that our Services did not cause. Where applicable law prohibits these limitations, our liability shall be limited to the minimum extent permitted by that law.
22. Disclaimers and Warranties
Our website and any digital resources we provide are offered on an “as is” and “as available” basis, without warranty of any kind. To the maximum extent permitted by law, we disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement. We warrant only that the Services will be performed with reasonable skill and care, and this is your sole and exclusive warranty in respect of the Services.
23. Indemnification
You agree to indemnify and hold harmless us, our personnel, and our subcontractors against any claim, loss, or cost, including reasonable legal fees, arising out of your use of the Services or Deliverables, your Cloud Accounts and Cloud Charges, the workloads and data you run in the environment, decisions made on the basis of the Deliverables, your breach of these Terms, or any infringement of third-party rights by materials you provide.
24. Term, Termination, and Handover
These Terms take effect upon your first use of the Services or first executed SOW and continue until all active SOWs have been completed, unless terminated earlier. Either party may terminate an engagement on thirty days’ written notice, in which case you shall pay for all completed work and committed costs. Either party may terminate immediately, on written notice, if the other materially breaches these Terms and fails to cure within fifteen days of notice, or becomes insolvent or ceases to trade.
On termination, we will provide a reasonable handover of documentation and remove our access to your Cloud Accounts. You are responsible for rotating or revoking any credentials we held and for the ongoing operation of your environment. At your written request made within thirty days, we will delete the copies of your data in our possession, save where retention is required by law. The provisions relating to intellectual property, confidentiality, data protection, limitation of liability, indemnification, and dispute resolution survive termination.
25. Non-Solicitation and Independent Contractor Status
For twelve months following the end of an engagement, neither party shall directly solicit the personnel of the other who were involved in it, without prior written consent. General public advertisements are excluded from this restriction. We act as an independent contractor, and nothing in these Terms creates an employment, partnership, or agency relationship between the parties.
26. Force Majeure
Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government action, war, labor disputes, power or network failures, cyberattacks, or outages affecting the Cloud Providers or other third-party services on which the environment relies. The affected party shall notify the other promptly and take reasonable steps to limit the impact.
27. Governing Law and Disputes
These Terms are governed by and construed in accordance with the laws of [Insert Governing State / Country], without regard to its conflict-of-laws principles. The parties shall first seek to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty days of written notice, it shall be referred to binding arbitration at [Insert Arbitration Location] under the rules of the relevant arbitration body. The prevailing party shall be entitled to recover its reasonable legal fees and costs.
28. General Provisions
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and the affected provision shall be modified to the minimum extent necessary to render it enforceable. A failure to enforce any right shall not constitute a waiver of it. You may not assign your rights without our prior written consent, although we may assign ours to a successor entity. These Terms, together with any SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior understandings on the same subject matter. We may amend these Terms from time to time and will provide at least thirty days’ notice of any material change; continued use of the Services constitutes acceptance. Where we provide a translation, the English version shall prevail.
29. Contact Us
For any question concerning these Terms, please contact us:
Email: [email protected]
Website: dynexiscloud.com