General Terms

These General Terms (the "Terms" or "Agreement") govern your access to and use of the Tonystam website at www.tonystam.com and any sub-site (the "Site") and all services we provide on or through the Site (the "Services"). They form a binding agreement between you ("you," "Client") and Tonystam LLC ("Tonystam," "we" or "us"). By using the Site or by ordering, accepting a quote for, or using the Services, you agree to these Terms. If you do not agree, do not use the Site or the Services.

Who these Terms are for. Tonystam provides professional services primarily to businesses, organisations and professionals (B2B). Except for the section "Consumers", these Terms assume the Client is acting for purposes related to its trade, business, craft or profession. Where the Client is a consumer, the "Consumers" section below applies and prevails over any conflicting provision.

1. About us

• Business name: Tonystam LLC
• EIN: 36-4985569
• Registered address: 8 The Green, Suite A, Dover, DE 19901, United States
• Main activity: IT consulting and computer service activities
• E-mail: info@tonystam.us

"Tonystam" and the Tonystam logo are trademarks of Tonystam LLC. Other product and company names mentioned on the Site may be trademarks of their respective owners. Your access to the Site grants you no license or right to use any graphics, logos or marks appearing on the Site without our prior written consent or that of the third-party owner.

2. The Site

We hold the copyright to the content of the Site. Reproduction, transfer, distribution or storage of any part of the content without our prior written permission is prohibited, except that you may browse the Site or make copies of extracts for your personal, non-commercial use provided you keep all proprietary notices. The Site and its contents are provided on an "as is" basis; we do not warrant that the Site will be error-free or available without interruption, and we may revise or withdraw access to the Site at any time. The Site may link to third-party websites we do not control and for which we accept no responsibility; a link does not imply endorsement.

3. Services

Tonystam offers, among others, the following Services:

• Google Workspace licensing, migration and support (as reseller)
• Google Cloud services — migration, infrastructure and managed support
• IT consulting
• Cloud and managed IT
• Digital engineering — websites, apps and custom software
• Business email
• Web hosting and domain registration
• Data and analytics
• Automation and AI
• Compliance support

Specific services may be subject to additional or specific terms, which prevail over these Terms in case of conflict for that service. Third-party products we resell or deploy on your behalf (for example, Google Workspace and Google Cloud) are also subject to the applicable third-party terms.

4. Quotes, orders and formation

A contract for the Services may be entered into in writing (with both Parties signing) or digitally (for example, by your acceptance of a quote or order). You must provide accurate, complete and up-to-date information when contracting. Quotes are valid for 7 days from issue unless stated otherwise; orders in process keep their conditions during that period.

5. Prices and payment

Prices are those stated in the applicable quote or invoice and are exclusive of any applicable taxes. Payment terms are set out per project in the quote or invoice. Depending on the project, Tonystam may require either 100% in advance, or 50% on acceptance of the quote and the remaining 50% before delivery. Recurring services (such as hosting, licences and managed services) are billed in advance for each billing term. Where applicable, prices for paid-media campaigns do not include the media spend itself, only Tonystam's setup and management fees. Final delivery is made once full payment for the contracted Services has been received. We may suspend or stop Services if payment is overdue.

6. Taxes

United States

Prices are exclusive of any applicable sales, use, excise or similar taxes. Where such taxes apply to a transaction, the Client is responsible for them, unless the Client provides a valid exemption certificate.

European Union

Prices are exclusive of VAT. For supplies to a VAT-registered business established in another EU member state, the reverse-charge mechanism applies and the Client accounts for VAT in its own VAT return. For supplies to EU consumers, applicable VAT will be added where required. The final price shown on confirmation reflects the tax treatment applicable to the order.

7. Cancellation and refunds (business clients)

Our Services are professional services performed to each Client's specifications. Accordingly:

• If a project is cancelled before work has begun, we will refund amounts paid, less any third-party costs or fees already incurred on your behalf.
• If a project is cancelled after work has begun, fees are non-refundable to the extent of the work performed; we may retain the portion corresponding to work and support already provided, and any non-recoverable third-party costs.
• Recurring services (hosting, licences, managed services) may be cancelled with effect at the end of the then-current billing term. Fees already paid for the current term are not refunded, save where required by law.
• Domains, third-party licences and similar items are non-refundable once registered, purchased or activated.

This section does not limit any non-waivable statutory right a Client may have. To request a cancellation or refund, email info@tonystam.us with the service, the contract date and, where relevant, the reason.

8. Consumers

This section applies only where the Client is a consumer — a natural person acting wholly or mainly outside their trade, business, craft or profession. Where it applies, it prevails over any conflicting provision of these Terms, and mandatory consumer-protection laws of the consumer's country of residence are not affected.

EU / EEA consumers — right of withdrawal

You have the right to withdraw from a distance contract within 14 days without giving any reason. The withdrawal period expires 14 days from the day the contract is concluded. To exercise it, inform us by a clear statement (for example, an email to info@tonystam.us stating the service, the contract date, your name and address, and the date). We will reimburse all payments received without undue delay and no later than 14 days from the day we are informed, using the same means of payment used for the initial transaction.

Exceptions. The right of withdrawal does not apply once a service has been fully performed, where performance began with your prior express consent and your acknowledgment that you would lose the right of withdrawal once the contract is fully performed. It also does not apply to goods or digital content made to your specifications or clearly personalised, or to sealed software/recordings you have unsealed. If you ask us to begin a service during the withdrawal period and then withdraw, you must pay for the proportionate part of the service provided up to that point.

EU consumers may also use the European Commission's Online Dispute Resolution platform at ec.europa.eu/consumers/odr.

United States consumers

There is no general federal "cooling-off" right for professional services purchased remotely. Refunds for consumers are governed by Section 7 and by any mandatory consumer-protection law of your state of residence, which is not affected by these Terms.

9. Warranties and disclaimers

We warrant that design and development deliverables will, for 6 months from acceptance (the "Warranty Period"), materially conform to the specification agreed in the corresponding quote. This warranty is void if: a third party unrelated to Tonystam accesses the administration interface or edits/manipulates the code of the site or application; the issue is not attributable to Tonystam (for example, failures of non-Tonystam servers); or in the event of force majeure. This warranty applies only to design and development services; other Services are governed by their specific terms.

Except for the limited warranty above, and to the fullest extent permitted by applicable law, the Services and the Site are provided "as is" and "as available", and we disclaim all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Nothing in these Terms excludes or limits any warranty or right that cannot be excluded or limited by law, including the statutory conformity rights of EU consumers.

10. Service-specific terms

The following terms apply to specific Services in addition to the rest of these Terms; where they conflict with another section for that Service, this section prevails. Other Services are governed by these Terms together with the applicable quote or order.

Google Cloud

We provide Google Cloud services such as migration, architecture, infrastructure and managed support. The platform itself is operated by Google and is governed by Google's terms and service-level commitments; we are not responsible for outages, changes to, or discontinuation of Google Cloud. Our professional and managed services are scoped in the applicable quote or statement of work, with changes handled by a change request.

• Shared responsibility. You are responsible for your configuration, identity and access management, security settings, data and backups within your Google Cloud environment, except for tasks we have expressly agreed to manage.
• Your account and costs. Where you hold the Google Cloud account directly with Google, you are responsible for your own usage and charges. We can help you set budgets and alerts, but we do not control or cap your consumption costs unless expressly agreed in writing.
• No guaranteed outcomes. We do not guarantee specific cost savings, performance or uptime from a migration or deployment; results depend on your workloads, configuration and Google's services.
• Data processing. For personal data in your Google Cloud environment you are the controller and Google processes it under Google's Cloud Data Processing Addendum; our role is as described in Section 12 and our Privacy & Cookies Policy.
• Resale. Where we resell Google Cloud and invoice your consumption rather than working on your own account, our Google Cloud & Workspace Terms also apply.

Hosting and domains

• Availability. We aim for high availability but do not guarantee that hosting will be uninterrupted or error-free; planned maintenance may apply, and any service levels are those set out in the applicable quote or in the underlying provider's terms.
• Backups. Unless a backup service is expressly contracted, you are responsible for keeping your own independent backups of your data, and we are not liable for loss of data to the extent you have not done so.
• Renewal. Hosting and domains renew automatically for successive terms unless cancelled before the renewal date, and are billed in advance. Non-payment may lead to suspension and, ultimately, to loss of the service or of the domain.
• Domains. Domain registration is subject to the rules of the relevant registry and of ICANN (including registrant obligations and dispute-resolution policies such as the UDRP). You must provide accurate registrant information; domains are non-refundable once registered.
• Acceptable use. You must not use hosting for unlawful, infringing, malicious or abusive content or activity, or in a way that disproportionately consumes shared resources or endangers the security or stability of the infrastructure. We may suspend the Service where necessary to protect the platform or other users, or to comply with law.
• On termination. When the Service ends, by cancellation or non-payment, your content and data may be deleted after a short grace period; you are responsible for exporting your data beforehand.

Search engine optimisation (SEO) and digital marketing

• No guaranteed results. We perform SEO and marketing using recognised good practice, but rankings, indexing, traffic, conversions and revenue depend on factors outside our control — including the algorithms and policies of search engines and platforms (such as Google), competitor activity, and your own website and content. We therefore do not guarantee any specific ranking, position, traffic volume or commercial result, and no such outcome is a condition of the contract or of payment.
• Third-party changes. Search engines and platforms may change their algorithms or policies, or apply penalties, for reasons unrelated to our work; we are not responsible for ranking changes, indexing decisions or penalties imposed by third parties.
• Paid media. Where a campaign includes paid media, the media spend is separate from our fees (see Section 5) and is subject to the relevant platform's terms.
• Your responsibilities. You are responsible for implementing the recommendations we provide and for the lawfulness and accuracy of your content.

11. Intellectual property

Unless agreed otherwise in writing, the software, infrastructure, content and materials of our Site and platform, and the intellectual property rights in them, are owned by Tonystam LLC and its providers. You may not copy, scrape, deep-link to, publish, market, integrate, combine or otherwise use our content or brand without our express written permission. Ownership of deliverables created specifically for you transfers to you upon full payment, except for our and third parties' pre-existing materials and tools, which remain owned by their respective owners and are licensed to you only as needed to use the deliverable.

12. Confidentiality and data processing

Each Party shall keep confidential the other Party's information disclosed in connection with the Services, except information that is or becomes public other than through breach, was already lawfully known, or must be disclosed by law. This obligation survives termination.

Data processing — processor terms (GDPR Article 28)

Where, in providing the Services (for example, hosting, managed IT, business email or migrations), Tonystam processes personal data on your behalf, you act as the controller and Tonystam acts as the processor. This section, together with our Privacy & Cookies Policy, forms the data-processing agreement required by Article 28 of Regulation (EU) 2016/679 (GDPR) and, where applicable, the UK GDPR. If you require a separate signed data-processing agreement, contact info@tonystam.us.

Scope of the processing

• Subject-matter: the provision of the Services.
• Duration: the term of the relevant contract, plus any period needed to return or delete the data.
• Nature and purpose: hosting, storage, transmission, backup, security and support, as necessary to provide the Services.
• Types of personal data: as determined and supplied by you, which may include identification and contact details, account credentials, content, and any personal data contained in your information assets.
• Categories of data subjects: as determined by you, which may include your staff, customers, suppliers and contacts.

Our obligations as processor

• Process the personal data only on your documented instructions (including as regards international transfers), unless required by law, in which case we will inform you of that requirement unless the law prohibits it;
• Ensure that persons authorised to process the data are bound by an obligation of confidentiality;
• Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 GDPR;
• Engage another processor (sub-processor) only under a written contract imposing data-protection obligations equivalent to those set out here. You give general authorisation for the sub-processors we use to provide the Services; we will inform you of any intended addition or replacement and you may object on reasonable data-protection grounds;
• Taking into account the nature of the processing, assist you by appropriate measures in fulfilling your obligation to respond to requests to exercise data-subject rights;
• Assist you in ensuring compliance with the obligations under Articles 32 to 36 GDPR (security, breach notification, data-protection impact assessments and prior consultation), taking into account the nature of the processing and the information available to us;
• Notify you without undue delay after becoming aware of a personal-data breach affecting your data;
• At your choice, delete or return all the personal data to you after the end of the provision of the Services, and delete existing copies, unless storage is required by law;
• Make available to you all information necessary to demonstrate compliance with Article 28, and allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you, subject to reasonable notice and confidentiality undertakings;
• Immediately inform you if, in our opinion, an instruction infringes the GDPR or other applicable data-protection law.

International transfers

We host and process data in the European Union and/or the United States and may use sub-processors located in those regions. Where personal data is transferred outside the EEA or the UK, we rely on an appropriate transfer mechanism, such as the European Commission's Standard Contractual Clauses (and the UK International Data Transfer Addendum where applicable), together with any supplementary measures required.

Sub-processors

We use reputable sub-processors to provide the Services, which may include infrastructure and hosting providers and Google LLC (for Google Workspace and Google Cloud). A current list of sub-processors is available on request at info@tonystam.us.

Personal data that Tonystam collects as controller through the Site (for example, via the contact form or newsletter) is handled as described in our Privacy & Cookies Policy.

13. Limitation of liability

To the fullest extent permitted by law, Tonystam shall not be liable for any indirect, incidental, special, punitive or consequential damages, or for loss of profits, revenue, business, goodwill or data, arising out of or in connection with the Services or the Site. Tonystam's total aggregate liability for any claim shall not exceed the amount paid by the Client for the Service giving rise to the claim. Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law (including liability for fraud, death or personal injury caused by negligence), and the statutory rights of consumers are not affected.

14. Force majeure

Neither Party is liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disaster, fire, exceptional weather, war, embargoes, riots, strikes, shortages, third-party (including sub-supplier) defaults, machinery malfunctions or IT-system disruptions.

15. Term, suspension and termination

Either Party may terminate a contract for Services in accordance with its terms. We may suspend or terminate Services immediately, without liability, if you breach these Terms (including non-payment), provide false information, or attempt to reverse-engineer, decompile or otherwise misuse the technology we provide. On termination, the Services cease and provisions that by their nature should survive (ownership, confidentiality, warranty disclaimers, liability limits) continue in force.

16. Governing law and disputes

These Terms are governed by the substantive laws of the State of Delaware, United States, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts located in Delaware shall have jurisdiction over any dispute, except that a consumer resident in the EU/EEA may also bring proceedings in, and may rely on the mandatory consumer-protection law of, their country of residence. Any claim arising out of or related to the Site, the Services or these Terms must be brought within one year after the claim arose, unless a longer period is mandatory by applicable law.

17. Changes to these Terms

We may modify these Terms to reflect changes to the law or to our Services. We will post notice of changes on this page and update the Effective Date. Changes are not retroactive and take effect no sooner than 14 days after posting, except changes for legal reasons or addressing new functionality, which may take effect immediately. If you do not agree to the changes, you should stop using the Services.

18. Language and notices

These Terms are drafted in English, which is the governing language; any translation is provided for convenience only. Notices to Tonystam should be sent to: Tonystam LLC, 8 The Green, Suite A, Dover, DE 19901, United States — Attention: Legal Dept., or by email to info@tonystam.us. Notices to you may be sent to the contact details you provided or announced on the Site.

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See also our Privacy & Cookies Policy.