Effective date: August 14, 2026. These Terms of Service ("Terms") are a binding agreement between Netcloud24 LLC ("Netcloud24", "we", "us" or "our") and the person or organization identified on the account or order ("Customer", "you" or "your"). By creating an account, submitting an order, accepting a quotation or using a Service, you represent that you have legal capacity and authority to bind the Customer.
1. Agreement and order of precedence
The agreement consists of: (a) an accepted written quotation or service order; (b) the checkout configuration and invoice; (c) these Terms; (d) the Acceptable Use Policy ("AUP"); (e) the Privacy Policy; and (f) any written service-level agreement, data-processing terms or statement of work signed by both parties. If documents conflict, a signed document controls over online terms, a service order controls for its specific Service, and these Terms control over the AUP except for abuse and security matters.
Website descriptions and marketing materials are informational and do not expand a Service beyond the specifications presented in the applicable order.
2. Orders and formation of contract
An order is an offer to purchase and does not bind Netcloud24 until payment is authorized and we accept the order by provisioning the Service or sending express acceptance. Orders are subject to identity and fraud screening, technical compatibility, licensing, capacity and compliance review. We may decline, cancel or request additional verification before provisioning. If we decline a paid order before providing the Service, we will refund the amount paid for the undelivered Service.
You must review the product, price, billing cycle, taxes, included resources, configuration options and these Terms before submitting an order. Electronic records of the order and acceptance may be retained and supplied in a form capable of being saved or printed.
3. Services and managed scope
We provide the resources and managed activities stated in the order. Managed onboarding ordinarily includes initial Windows Server deployment, Remote Desktop Services configuration, agreed user accounts, baseline firewall or VPN configuration and activation of the stated backup schedule. Exact scope depends on accurate and timely technical information from the Customer.
Unless expressly included, managed service does not include unlimited consulting, end-user desktop support, software development, data correction, third-party application support, regulatory compliance certification, penetration testing, forensic investigation or responsibility for a customer's internal network and endpoints. Work outside scope requires written agreement and may incur additional charges.
4. Provisioning, acceptance and changes
Provisioning estimates are not guaranteed delivery deadlines. Delays may result from verification, licensing, customer dependencies, supplier availability or complex configuration. The Customer must promptly review access and configuration after handover and report material errors. Continued productive use constitutes acceptance without limiting remedies for latent defects.
Service upgrades, additional RDS User CALs, storage, professional work and other changes may alter recurring or one-time charges. Downgrades are subject to technical feasibility, available capacity, licence commitments and the next renewal date.
5. Customer obligations
The Customer must:
- provide complete, accurate and current identity, billing, tax and technical information;
- maintain authorized contacts and protect all credentials, recovery methods and API or remote-access keys;
- use individual accounts, appropriate privileges and multi-factor authentication where available;
- ensure that Customer Content, applications and use of the Service comply with law, licences, these Terms and the AUP;
- obtain all rights, notices and consents required for personal information and other content processed through the Service;
- maintain supported applications, endpoint security and independent copies of critical data;
- cooperate with reasonable security, abuse, licensing and incident-response requests; and
- notify Netcloud24 promptly of suspected compromise, unauthorized use or inaccurate account information.
The Customer is responsible for all activity performed through its accounts and by its users, except to the extent directly caused by Netcloud24's failure to use reasonable safeguards.
6. Customer Content and data instructions
As between the parties, the Customer retains its rights in Customer Content. The Customer grants Netcloud24 a limited right to host, copy, transmit, back up, restore and otherwise process Customer Content only as reasonably necessary to provide, secure, support and comply with law in relation to the Service.
The Customer determines whether the Service is suitable for its data, workload, residency and regulatory requirements. Netcloud24 does not review Customer Content for legal compliance and is not the controller of personal information that the Customer independently collects through its applications. Additional regulated-data requirements must be agreed in writing before such data is placed on the Service.
7. Fees, taxes and payment
Fees are stated in Canadian dollars unless the order expressly provides otherwise. Applicable GST/HST and provincial sales taxes are calculated based on billing information and shown in the order or invoice. Recurring fees are billed in advance; usage, professional services and adjustments may be billed in arrears.
You authorize charges to the selected payment method when automatic payment is enabled. You must dispute an invoice promptly and provide reasonable detail; an undisputed portion remains payable. Failed or reversed payments, chargebacks and overdue accounts may result in reasonable administrative charges, suspension and collection action to the extent permitted by law.
We may change renewal pricing or included resources on advance notice. A change does not affect an already paid billing period. If you do not accept a material renewal change, you may cancel before the affected renewal date.
8. Renewal, cancellation and refunds
Recurring Services renew for successive periods equal to the selected billing cycle until cancelled. Cancellation must be submitted through the customer portal or another method we confirm in writing. A request normally takes effect at the end of the current paid period unless immediate cancellation is expressly selected or required because of abuse or security risk.
To prevent renewal, submit cancellation before the invoice due date. The Customer remains responsible for exporting data and removing dependencies before termination. Setup work, activated licences, consumed resources, completed professional services and elapsed billing periods are non-refundable except where required by law or expressly promised in writing. Duplicate payments and verified billing errors will be corrected.
Nothing in these Terms removes a cancellation, refund, charge-reversal or other consumer right that cannot legally be waived, including rights that may apply to an Internet agreement under Manitoba consumer-protection law.
9. Suspension
We may suspend or restrict all or part of a Service for overdue payment; material breach; suspected fraud; a security threat; unlawful or abusive activity; excessive impact on shared infrastructure; licence violation; or where required by a supplier or lawful authority. We will use proportionate measures and provide notice and an opportunity to remedy where reasonably practicable. Immediate isolation may occur when delay would create material risk.
Suspension does not waive amounts due. We may charge reasonable reactivation or remediation fees disclosed in advance. Customer access to data during suspension is not guaranteed.
10. Termination
Either party may terminate an affected Service for an uncured material breach after reasonable written notice, unless the breach cannot be cured or immediate termination is permitted below. Netcloud24 may terminate immediately for fraud, repeated or serious abuse, illegal content, deliberate security attacks, material licence violations, sanctions restrictions or conduct that exposes Netcloud24 or others to substantial liability or operational harm.
Upon termination, rights to use the Service and included licences end. Data may be disabled or deleted according to our operational retention and backup cycles. We have no obligation to retain or return data after termination unless agreed in writing or required by law. Provisions intended by their nature to survive—including payment, confidentiality, intellectual property, disclaimers, liability, indemnity and dispute provisions—will survive.
11. Availability, maintenance and dependencies
We use commercially reasonable efforts to operate reliable Services. Unless a separate written service-level agreement applies, uptime, latency, error rate and repair times are objectives rather than guarantees. Planned maintenance, emergency work, Internet routing, power, software faults, attacks, customer configuration and upstream providers may affect availability.
We may perform maintenance and make changes required for security, compatibility, licensing or service continuity. Where reasonably possible, material planned interruptions will be announced in advance. The Service may rely on third-party networks, software and facilities outside Netcloud24's direct control.
12. Backups and restoration
If the order includes daily backups with 14-day retention, this describes the intended schedule and maximum rolling retention, not a guarantee that every recovery point will be complete or restorable. Backups may fail because of application state, corruption, credentials, capacity, malicious activity or technical faults. Restore requests are subject to verification, available recovery points and reasonable processing time.
Backups are a disaster-recovery aid and not a substitute for Customer-controlled, tested and geographically appropriate copies. The Customer remains responsible for maintaining independent backups of information whose loss would cause material harm and for testing application-level recovery.
13. Security
Netcloud24 will use safeguards appropriate to the Service and information under our control. The Customer acknowledges that security is shared: Netcloud24 cannot protect weak customer credentials, vulnerable applications, compromised endpoints or access deliberately granted by the Customer. We may implement network filtering, rate limits, isolation and emergency changes necessary to contain threats.
Security research or testing against the Service requires prior written authorization and an agreed scope. Suspected vulnerabilities must be reported privately and must not be exploited beyond what is necessary to demonstrate the issue.
14. Support
Support is provided through email and the ticket system. Published operating hours or response targets are not guaranteed resolution times. The Customer must provide sufficient information and safe access for diagnosis. Netcloud24 may decline to handle credentials or sensitive data through insecure channels and may require the Customer to rotate temporary credentials after support work.
15. Microsoft and third-party products
Windows Server, Remote Desktop Services, SQL Server and other third-party products are governed by applicable publisher licence terms. Included licences are limited to the authorized Service, edition, period and quantity stated in the order. They may not be copied, transferred, shared, circumvented or used outside the authorized environment.
The Customer is responsible for confirming third-party application compatibility and obtaining licences not expressly included. Publisher or supplier changes may require a technically equivalent substitution, price adjustment on renewal or discontinuation where continued supply is not reasonably available.
16. Acceptable Use Policy
The AUP is incorporated into these Terms. Netcloud24 may investigate credible reports and preserve relevant records. We may remove, disable, filter or refer activity where reasonably required to protect rights, systems, users or legal compliance. Our decision not to act on one occasion does not waive future enforcement.
17. Confidentiality
Each party will protect the other's non-public business, technical and security information using at least reasonable care and use it only to perform or exercise rights under the agreement. Confidentiality does not apply to information lawfully known without restriction, independently developed, publicly available without breach or lawfully received from another source.
A party may disclose confidential information where legally required after providing notice where permitted and reasonable assistance at the requesting party's expense.
18. Intellectual property
Netcloud24 and its licensors retain all rights in the platform, templates, documentation, service methods, branding and tools, excluding Customer Content. No ownership transfers under these Terms. Subject to payment and compliance, the Customer receives a limited, non-exclusive, non-transferable right to use the Service during its active term.
Feedback may be used without restriction provided it does not identify the Customer or disclose Customer confidential information. Neither party may use the other's name, logo or marks publicly without permission, except for accurate internal records or as required by law.
19. Warranties and disclaimers
Netcloud24 warrants that it will provide managed activities with reasonable care and skill. The Customer's exclusive remedy for breach of this warranty is re-performance where reasonably possible or, if re-performance is not reasonably possible, a proportionate refund for the affected undelivered service.
To the maximum extent permitted by law, Services are otherwise provided “as is” and “as available”. We disclaim implied warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. We do not warrant that a Customer's application will be compatible or satisfy a particular regulatory obligation unless expressly agreed in writing. Mandatory statutory warranties remain unaffected.
20. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profit, revenue, business opportunity, anticipated savings, goodwill or data, even if advised of the possibility.
Netcloud24's aggregate liability arising from an affected Service will not exceed the fees paid or payable for that Service during the three months immediately preceding the first event giving rise to the claim. This cap does not apply to liability that cannot lawfully be limited. Nothing excludes liability for fraud or wilful misconduct or limits mandatory consumer remedies.
21. Indemnity
The Customer will defend and indemnify Netcloud24 and its personnel against third-party claims, damages and reasonable costs arising from Customer Content, the Customer's unlawful or unauthorized use, infringement of third-party rights, or material breach of the AUP, except to the extent caused by Netcloud24's negligence or breach. Netcloud24 will provide prompt notice and reasonable cooperation and will not settle a claim imposing an admission or non-monetary obligation on the Customer without consent.
22. Force majeure
Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including natural disaster, fire, widespread network or utility failure, labour disruption, war, terrorism, civil disorder, epidemic, governmental action, sanctions, supplier failure or large-scale cyberattack, provided the affected party uses reasonable efforts to mitigate and resume performance. Payment obligations for Services already provided are not excused.
23. Notices
Operational notices may be delivered through the portal, ticket system, website or account email. Formal legal notices to Netcloud24 must be sent to [email protected] with “Legal Notice” in the subject and by mail when legally required. Notices to the Customer are effective when sent to the current account contact; the Customer must keep that information accurate.
24. General provisions
The Customer may not assign the agreement without our written consent, not to be unreasonably withheld for a bona fide transfer of its business. Netcloud24 may assign it in connection with a reorganization or sale of substantially all relevant assets, subject to continued performance obligations. The parties are independent contractors; no partnership, agency or employment relationship is created.
Failure to enforce a provision is not a waiver. If a provision is invalid, it will be limited or severed to the minimum extent necessary and the remainder will continue. Headings aid navigation only. These Terms and incorporated documents are the entire agreement regarding the Service and replace prior discussions on that subject.
25. Governing law and disputes
The agreement is governed by the laws of Manitoba and the federal laws of Canada applicable there, without regard to conflict-of-law rules. Subject to any mandatory consumer forum, the courts located in Manitoba have exclusive jurisdiction. Before commencing proceedings, each party will attempt in good faith to resolve the dispute through written notice and reasonable management discussion.
26. Changes to these Terms
We may update these Terms for legal, security, supplier or service changes. Material changes affecting an active Service will be communicated by reasonable means before taking effect. Where law requires fresh consent, we will request it. Continued use after the effective date constitutes acceptance only to the extent permitted by law.
27. Contact
Questions about these Terms may be sent to [email protected] or Netcloud24 LLC, 201 Portage Avenue, Winnipeg, Manitoba R3B 3K6, Canada.
