These Terms of Service ("Terms") are an agreement between IT Ribe ApS, CVR no. 38360817, of Tønnesens Vej 12, 6760 Ribe, Denmark ("IT Ribe", "we", "us"), and the organisation registering to use CloudSergeant ("you", "your organisation", "Partner").
1. The service
CloudSergeant is a Windows desktop application that signs in with your own Microsoft 365 administrator account and performs actions against Microsoft 365 — directly, using your own delegated Microsoft Graph, Exchange Online and SharePoint permissions. IT Ribe does not operate a service account and does not act on your tenant, or any tenant you administer under a Granular Delegated Admin Privileges (GDAP) relationship, independently of your instructions. CloudSergeant only does what your signed-in account is permitted to do, and only when you direct it to.
2. Your authorisation and responsibility
You represent that you are authorised to make the changes you direct CloudSergeant to make, in your own tenant and in any customer tenant you access under a GDAP relationship. You are solely responsible for:
- verifying an action before you run it, including reviewing any preview, confirmation or count the application shows you;
- maintaining your own backups, retention policies and recovery capability for data in any tenant you administer, independent of anything CloudSergeant does or does not do;
- ensuring you hold a current, valid basis (GDAP relationship, admin consent, or direct employment/engagement) for every tenant you access; and
- your own organisation's and your customers' compliance obligations connected to the changes you make.
Some actions CloudSergeant can perform are permanent and cannot be undone by IT Ribe or by you once run — this is stated in the product documentation next to the relevant feature, and running such an action is your decision, made with your own authorisation and your own knowledge of the tenant.
3. Accounts, plans and the Beta Trial
Registration requires a Microsoft 365 Global Administrator of the registering tenant. A Partner Beta Trial, where offered, runs for 30 days, is granted at most once per organisation, cannot be restarted once used, and may be ended by us once paid billing becomes generally available. During the Beta, billing and entitlement changes are administered manually; feature availability and licence validity are always determined by us and communicated to the application — you do not infer them yourself.
4. Software licence
Subject to these Terms and to payment of any applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence to install and use the CloudSergeant desktop application, for your own organisation and any customer tenant you are authorised to administer under GDAP, for as long as your entitlement remains valid. You may not: reverse-engineer, decompile or disassemble the application except to the extent a mandatory law permits; remove or obscure any proprietary notice; resell, sublicense, rent or provide the application to a third party as a standalone offering; or use it beyond the features and tenant scope your current entitlement grants. We and our licensors retain all right, title and interest in the application, including all intellectual property rights in it.
5. Updates
The application checks whether a newer version exists. An update is only downloaded and installed after you choose to accept it, and only after it is verified against the SHA-256 hash we publish; nothing is ever installed automatically or in the background. We may mark a specific update as required, in which case the application will not continue to operate until it is installed.
6. Fees
Fees, where applicable, are as described on the account page and any order confirmation. Fees for a paid plan are payable in advance and are non-refundable except as required by law or as we separately agree in writing. We may suspend an entitlement for non-payment after notice.
7. Data protection
What CloudSergeant sends to us, stores on your machine, and never sends is described in full at /privacy/, which forms part of these Terms by reference. Directory, mailbox and OneDrive data belonging to you or any tenant you administer is transmitted directly between your machine and Microsoft, and is never received or stored by us. A separate Data Processing Addendum is available on request for organisations that require one for their own compliance.
8. Disclaimer of warranties
The application and service are provided "as is" and "as available," without warranty of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement. We do not warrant that the application will be uninterrupted, error-free, or free of harmful components, or that it will meet your requirements. We do not warrant or control the availability, behaviour, or output of Microsoft 365, Microsoft Graph, Exchange Online, SharePoint Online, or any other third-party service the application connects to; an outage, change, or error in those services is outside our control.
During the Beta, the application is pre-release software, may contain defects, and is used in production tenants entirely at your own risk.
9. Limitation of liability
To the maximum extent permitted by law:
- Neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to these Terms or the application, even if advised of the possibility of such damages.
- IT Ribe's total aggregate liability arising out of or related to these Terms or the application, under any theory of liability (contract, tort including negligence, or otherwise), is limited to the fees your organisation actually paid IT Ribe for the service in the twelve (12) months preceding the event giving rise to the claim — or, if no fees have been paid (including during a Beta Trial), to DKK 5,000.
- Nothing in these Terms limits liability that cannot be limited or excluded under mandatory Danish law, including liability for death or personal injury caused by negligence, or for fraud or wilful misconduct.
- You acknowledge that the application performs, at your direction, changes to Microsoft 365 tenants that may be irreversible, and that this limitation of liability is a fundamental basis of the bargain reflected in the fees charged for the service.
10. Indemnification
You will indemnify and hold IT Ribe harmless from any third-party claim, including from a customer whose tenant you administer under GDAP, arising from: your use of the application in breach of these Terms; your lack of authorisation for a tenant you accessed; or your instruction to perform an action whose consequences you did not verify before running it.
11. Term and termination
These Terms apply for as long as you hold an active entitlement or use the application. We may suspend or terminate your entitlement for breach of these Terms, non-payment, or (during the Beta) at our discretion with notice. Sections 2, 4 (restrictions), 7, 8, 9, 10, and 13 survive termination.
12. Changes to these terms
We may update these Terms. A material change requires re-acceptance before you can continue managing your subscription or before a new entitlement is granted; the version and time of your acceptance are recorded against your organisation. We will not change the fees for an existing paid term without your agreement.
13. Governing law
These Terms are governed by the laws of Denmark, without regard to conflict-of-law rules. Any dispute not resolved informally is subject to the exclusive jurisdiction of the Danish courts, with venue in Retten i Esbjerg.
14. Contact
Questions about these Terms, a Data Processing Addendum, or Beta participation: email support@cloudsergeant.com.
This text is IT Ribe's working draft, published ahead of the controlled Beta closing so partners can read it before accepting it. It has not yet had a final review by counsel qualified in Danish and EU law.
