Effective date: 5 June 2025
Last Updated: 20 September 2025
These Terms of Service ("Terms") govern your access to and use of ClonePartner—a hybrid offering that combines (a) professional services—including data migration, custom integration, automated backup & recovery, continuous data synchronisation, and implementation consulting ("Professional Services") and (b) a cloud software‑as‑a‑service platform (the "SaaS Platform")—available at clonepartner.com (including all sub‑domains, collectively the "Services"). The Services are provided by Yin Yang Inc. ("Company," "we," "us," or "our"). "Customer," "you," or "your" refers to the individual or legal entity that accepts these Terms.
By accessing or using any part of the Services, you confirm that you:
If you do not agree, please refrain from using the Services.
Subject to timely payment and, where issued, any Order Form or Statement of Work ("SOW") or other written confirmation (e.g., email or invoice referencing these Terms), we will perform Professional Services—such as end‑to‑end data migrations, custom integrations, automated backup & recovery, continuous data synchronisation, or implementation support. Unless a written confirmation (e.g., Order Form, SOW, email, or invoice) expressly states otherwise:
For the duration of the Subscription Term, and subject to timely payment, we grant you a limited, non‑exclusive, non‑transferable, revocable right to access and use the SaaS Platform (including its APIs) solely for your internal business purposes, in line with your subscription plan as described on our Website or an executed Order Form.
Access is limited to the number of authorised Users specified in an Order Form or other written confirmation. Each User must use separate credentials and must not share them.
You must not:
You represent that you own or have lawful rights to all Customer Data submitted to the Services and that processing such data as described in these Terms does not violate any law or third‑party rights.
We primarily offer paid evaluation periods ("Trials") so that you can validate the Services in a production‑like setting. Trial fees, scope, and duration are detailed in the applicable Order Form or on our Website. We may occasionally waive or discount trial fees at our discretion. Either Party may end a Trial on seven (7) days’ written notice, and any prepaid Trial fees can be credited toward a subsequent subscription if you choose to continue.
We may deploy enhancements, new features, and bug‑fix releases (collectively, "Updates") at any time. Updates are governed by these Terms.
Planned maintenance may temporarily interrupt the Services. We will give reasonable advance notice whenever practicable.
Professional Services will be performed during mutually agreed business hours. Rescheduling, scope expansion, or extension of Professional Services requires a new written confirmation (e.g., Order Form, SOW, or email/invoice) and may incur additional fees. If you request a date change with fewer than fourteen (14) days’ notice, a reasonable rescheduling fee may apply. We will work in good faith to accommodate changes.
All intellectual‑property rights in the Services (including the SaaS Platform, Documentation, and Work Product not expressly assigned) remain with the Company.
You retain ownership of Customer Data. You grant us a perpetual, worldwide licence to use anonymised or aggregated data derived from Customer Data—and any feedback you provide—to operate, analyse, and improve the Services.
Integrations with external applications ("Third‑Party Services") are governed solely by the provider’s terms. We are not responsible for your use of—or data handled by—Third‑Party Services.
SaaS Platform fees are listed on clonepartner.com or in an Order Form.
Professional Services fees are quoted in an written confirmation (e.g., Order Form, SOW, or email/invoice) and are due in advance unless stated otherwise.
Invoices are payable as per terms set forth during the engagement.
Because we commit infrastructure and staffing resources immediately upon execution of an Order Form, cancellations and scope reductions are not generally eligible for refunds; however, at our discretion we may apply unused amounts as a credit toward future Services used within six (6) months.
Overdue amounts accrue 1.5 % interest per month (or the maximum rate permitted by law). We may suspend or terminate access after notice if payment remains outstanding.
Fees are exclusive of all applicable taxes, which are your responsibility.
Each Party must protect the other’s Confidential Information with at least the same degree of care it uses for its own. We maintain industry‑standard technical and organisational safeguards and will notify you of any data‑security incident without undue delay.
By agreeing to these Terms of Service, you also agree to the Data Processing Agreement, which is incorporated by reference and forms part of this Agreement. The Data Processing Agreement governs ClonePartner’s processing of personal data on your behalf, as required under applicable data protection laws.
The Services are provided "as is" without any warranties, express or implied, including merchantability, fitness for a particular purpose, or non‑infringement. We do not warrant that the Services will be uninterrupted, error‑free, or meet your requirements.
To the fullest extent permitted by law, neither Party is liable for indirect, special, incidental, or consequential damages (including lost profits or revenue). Our aggregate liability for any claim is limited to the fees paid by you in the 12 months immediately preceding the event giving rise to liability.
You will indemnify, defend, and hold harmless the Company from third‑party claims arising out of (a) your breach of Section 2, or (b) Customer Data or your use of the Services in violation of law.
Account — A unique SaaS Platform instance provisioned for you.
API — Application‑programming interfaces made available by the Company.
Confidential Information — Non‑public information disclosed by a Party and marked confidential or reasonably understood as such; includes Customer Data.
Customer Data — Data submitted to the Services by you, your Users, or End Users.
Documentation — User guides and reference materials describing the Services.
End User — Any individual (other than you or your Users) who interacts with the Services via your Account.
Order Form — A document specifying purchased Services, fees, Subscription Term, and other commercial details.
Personal Data — Information relating to an identifiable individual.
Process / Processing — Any operation performed on Personal Data.
Professional Services — Data migrations, custom integrations, automated backup & recovery, continuous data synchronisation, implementation support, or related consulting performed by the Company.
Sensitive Personal Information — Data classified as sensitive under applicable law.
Services — Collectively, the Professional Services, SaaS Platform, and all Updates.
Subscription Term — The paid‑access period for the SaaS Platform.
Third‑Party Service — An external application or service integrated with the Services.
User — An individual you authorise to use the Services under your Account.
Website — clonepartner.com and its sub‑domains (e.g., app.clonepartner.com, api.clonepartner.com).