1. About Southern Cloud
Southern Cloud Marketing is a digital marketing agency based in Tallinn, Estonia. We provide strategic, creative and technical services to help businesses improve their online visibility, customer acquisition and brand performance.
Our registered office is located at:
Lõõtsa tn 5, 11415 Tallinn, Estonia
VAT number: EE102894729
2. Acceptance of the Terms
By engaging Southern Cloud for services, signing a proposal or order, or using our website southerncloud.com (the “Site”), you agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not use our services or the Site.
These Terms apply in addition to any written agreement, statement of work (“SOW”) or order form signed between you and Southern Cloud. In the event of a conflict, the provisions of the signed agreement or SOW shall prevail over these general Terms.
3. Our Services
Southern Cloud provides a range of digital marketing and related services, which may include:
- Digital strategy and consulting
- Search engine optimization (SEO)
- Paid media and performance advertising (PPC, social ads, etc.)
- Content creation and copywriting
- Social media marketing and community management
- Email marketing, CRM support and marketing automation
- Analytics, tracking and reporting
- Other online marketing or consulting services agreed in writing
The exact scope of work, deliverables, timelines and fees will be described in the proposal, order form or SOW accepted by the client (“Client”, “you”).
4. Client Responsibilities
You agree to:
- Provide accurate, complete and up to date information needed for us to perform the services.
- Designate a primary contact person for communication and approvals.
- Review and approve deliverables within reasonable timeframes.
- Ensure that any materials you provide (logos, images, copy, etc.) do not infringe third-party rights.
- Comply with all applicable laws, regulations and platform policies related to your business and industry.
5. Fees, Invoicing and Payment
Fees for our services are set out in the proposal, order form or SOW accepted by you. Unless otherwise agreed in writing:
- Invoices are typically issued monthly in advance or according to agreed milestones.
- Payment terms are usually 14 days from the invoice date.
- All fees are stated exclusive of VAT and other applicable taxes, which will be added where required by law.
In case of late payment, we reserve the right to:
- Charge statutory interest on overdue amounts.
- Suspend or limit the provision of services until payment is received.
- Recover reasonable costs of collection, including legal fees where permitted by law.
6. Use of Third-Party Tools and Platforms
Many of our services involve third-party tools, platforms and advertising networks (for example: Google, Meta, LinkedIn, email service providers, analytics tools, hosting providers, etc.).
You acknowledge that:
- Use of these third-party services may be subject to their own terms and privacy policies.
- We do not control the availability, performance or changes implemented by such third parties.
- In some cases, you may be required to create and maintain your own accounts with such providers.
7. Intellectual Property
7.1 Materials provided by the Client
You retain all rights to your existing trademarks, logos, brand assets and any materials you provide to us. You grant Southern Cloud a non-exclusive, worldwide licence to use these materials as reasonably necessary for the provision of the services.
7.2 Materials created by Southern Cloud
Unless otherwise agreed in writing, and subject to full payment of all relevant fees, Southern Cloud grants you a non-exclusive licence to use the deliverables produced under the specific project or SOW for your own business purposes.
Any underlying methodologies, frameworks, know-how, scripts, templates or tools used by Southern Cloud remain our intellectual property and may be reused for other clients, provided that no confidential client information is disclosed.
8. Confidentiality
Both parties agree to keep confidential any non-public information received from the other party in connection with the services. Confidential information may be used only for the purpose of fulfilling the agreement and may not be disclosed to third parties without prior written consent, except:
- to professional advisers bound by professional secrecy; or
- where required by law, regulation or a competent authority.
9. Data Protection and Privacy
When providing our services, we may process personal data on your behalf, for example contact details, website usage data or marketing campaign data. In such cases:
- Southern Cloud will act as a data processor and you will act as the data controller, unless otherwise agreed.
- We will process personal data only on your documented instructions and in accordance with applicable data protection laws.
- We will implement appropriate technical and organisational measures to protect personal data.
More details on how we handle personal data are set out in our Privacy Policy. In case of conflict between these Terms and a specific data processing agreement signed between us, the latter shall prevail.
10. Warranties and Disclaimers
We will use reasonable care and skill in providing the services. However, you understand and agree that:
- Marketing results cannot be guaranteed, as they depend on many external factors beyond our control.
- We do not guarantee specific rankings, leads, sales, revenue or return on investment.
- The Site and our services are provided on an “as is” and “as available” basis.
To the fullest extent permitted by law, we exclude all implied warranties, representations and conditions not expressly stated in these Terms.
11. Limitation of Liability
To the extent permitted by applicable law, Southern Cloud shall not be liable for:
- Indirect or consequential losses, including loss of profit, revenue, opportunity or data.
- Any loss arising from decisions or actions you take based on our advice, reports or recommendations.
- Any issues caused by third-party platforms, providers or changes to their systems or policies.
In any case, Southern Cloud’s aggregate liability arising out of or in connection with the services shall be limited to the amount of fees paid by you to Southern Cloud for the specific service or project giving rise to the claim, during the three (3) months preceding the event.
12. Indemnity
You agree to indemnify and hold harmless Southern Cloud from and against any claims, damages, losses or expenses (including reasonable legal fees) arising out of:
- Your breach of these Terms or of any applicable law or regulation.
- Your misuse of the services or the Site.
- Any materials or instructions you provide that infringe third-party rights or are unlawful.
13. Term and Termination
The duration of our engagement shall be defined in the proposal, order form or SOW. Either party may terminate the cooperation:
- by giving written notice in accordance with the agreed notice period, or
- immediately, if the other party commits a material breach and fails to remedy it within a reasonable period after written notice.
Upon termination:
- You remain responsible for paying all fees for services performed up to the effective termination date.
- We may provide a reasonable handover of active campaigns or assets, subject to payment of any outstanding amounts.
14. Governing Law and Jurisdiction
These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to conflict of law rules.
Any disputes that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts of Tallinn, Estonia.
15. Changes to These Terms
We may update these Terms from time to time, for example to reflect changes in our services, applicable laws or industry practices. The updated version will be published on this page with a new “Last updated” date.
Where required by law, or when changes are material, we may also inform existing clients directly. Your continued use of our services after any changes to the Terms will constitute acceptance of the updated version.
16. Contact
If you have any questions about these Terms or about our services, please contact us:
Southern Cloud Marketing
Lõõtsa tn 5, 11415 Tallinn, Estonia
Phone: +372 656 6424
Email: info@southerncloud.com