Scope. These General Terms of Service ("Terms") will be applied to a contract ("Contract") between UpCloud Ltd, a Finnish private limited company with Business ID 2431560-5, having its registered address at Eteläranta 12, 6. krs, FI-00130 Helsinki, Finland ("UpCloud"), and a customer ("Customer") to whom UpCloud provides cloud-based infrastructure and software services for the Customer's commercial purposes ("Services"). The parties expressly acknowledge that the Services are neither intended nor fit for use by consumers.
Contract Documents. The Contract is created when UpCloud receives an appropriately filled-in registration or order form ("Order") which the Customer has submitted through a registration and/or purchasing procedure at UpCloud's website. In connection with the registration procedure the Customer will create a service account. The Contract is comprised of the Order, service descriptions attached or referred to in the Order, the service level agreement ("SLA"), the acceptable use policy ("AUP") and these Terms.
Provision of Services. UpCloud shall provide the Customer with the Services, which are specified in the Order. If the provided Services differ from the specifications, UpCloud shall correct the Services promptly after the notification by the Customer.
Service Levels. UpCloud shall offer compensation to the Customer for all unscheduled interruptions in the provision of the Services according to the terms of the SLA.
Support. UpCloud shall provide the Customer's administrative users with technical support on the Services through phone, e-mail, and ticketing system. Contact details and service hours are provided on UpCloud's website.
Access to Service Account. The Customer will be responsible for activities that occur under the Customer's service account, including actions taken by the Customer's employees and other representatives as well as their compliance with user instructions and the AUP. The Customer must promptly notify UpCloud if the Customer suspects that an unauthorized third party is using, or may have access to, the Services or the Customer's service account.
Third Party Software. The Customer must comply with third party software license terms if the use of such software is offered by UpCloud for the provision of the Services, or if such software is obtained and uploaded in the Services by the Customer. Certain third party software cannot be uploaded by the Customer but must always be offered by UpCloud.
External Back-Up Copies. The Customer is responsible for appropriate back-up of its content, which is stored in the Services, outside UpCloud's network.
Changes to Services. UpCloud is entitled to develop its services and business offerings. In case of a change in the Services, UpCloud will notify the Customer in advance. If UpCloud considers that a change will have a material effect in the Services, UpCloud will notify the Customer at least 30 days before the change will be effected and reserve the Customer a possibility to terminate the Contract.
Prices. The prices of the Services are specified in the Order. Unless otherwise agreed, UpCloud charges the Customer is advance for each one hour period of the Services according to UpCloud's price list which is valid at the time. Applicable value added tax and other duties will be added to the prices unless the prices are specified VAT inclusive.
Payment Terms. UpCloud shall charge the Services by debiting credits from the Customer's service account on a pre-paid basis after the Customer has submitted the Order. Invoices are made available on the Customer's service account. With the exception of credits offered by UpCloud free-of-charge for a trial period, the Customer will purchase credits that will be deposited into the Customer's service account. The Customer cannot order the Services unless the Customer has sufficient credits on the service account. The credits are not refundable unless otherwise decided by UpCloud at its sole discretion.
Privacy and Personal Data Protection. UpCloud will comply with applicable privacy and personal data legislation. The description of personal data file is provided on UpCloud's website
Confidentiality. Each party shall keep the other Party's confidential information as strictly confidential, shall not disclose it to any third party, and shall not use it for any unauthorized purposes. These obligations of confidentiality shall survive the termination of the Contract.
Intellectual Property Rights. All intellectual property rights to the content uploaded into the Service by or on behalf of the Customer will remain the exclusive property of the Customer or its licensors. All intellectual property rights relating to the provision of the Services, including suggestions for improvements made by the Customer, will remain the exclusive property of UpCloud or its licensors.
Limited Warranty. UpCloud will offer service level compensations to the Customer according to the SLA. In all other respects the Services are provided on "as-is" and "as-available" basis, and UpCloud will not give the Customer any warranty or guarantee , express or implied, for the Services, including but without limitation to warranties of merchantability, fitness for any particular purpose, performance, or non-infringement. The parties expressly note that the Services are not designed to be error-free or uninterrupted and therefore they are neither intended nor fit for purposes that require fail-safe performance.
Limited Liability. UpCloud will be liable for direct damage which UpCloud has caused to the Customer up to the total amount paid by the Customer for the Services during a period of 6 months preceding the damaging event. UpCloud will not be liable for indirect damage or loss of profits. These limitations will not apply to damage caused by willful misconduct or gross negligence. In order to be valid and enforceable, all claims for damages must be made within 30 days from the date the damage was or should reasonably have been noticed by the Customer.
Assignment and Third Party Benefits. UpCloud may assign the Contract in whole or in part to another group company or in connection with the trade sale which includes the provision of the Services. The Customer may assign the Contract with UpCloud's prior written consent which UpCloud will not unreasonably withhold. The Contract will not create any third party beneficiary rights in any third party.
Temporary Suspension. If the Customer has breached the provisions of the Contract or UpCloud has justifiable reasons to believe such a breach exists, UpCloud may temporarily suspend the provision of the Services.
Termination for Convenience. The Customer may terminate the Contract for any reason by issuing 5 days written notice to UpCloud. UpCloud may terminate the Contract for any reason by issuing 30 days written notice to the Customer.
Termination for Cause. Either party may terminate the Contract with immediate effect if the other party has materially breached the provisions of the Contract and has failed to rectify the breach within a 15 days period from the receipt of a written notice thereof.
Transition Services. UpCloud will provide the Customer with transition services in order to enable the Customer to transfer its content to another service provider. The Customer must order the transition services before the termination of the Contract. The description of the transition services and applicable prices are provided on UpCloud's website.
Entire Agreement and Amendments. The Contract constitutes the entire agreement and supersedes all previous commitments between the parties in respect of the provision of the Services. All amendments to the Contract must be made in writing. UpCloud may modify these Terms and other contract documents by notifying the Customer in writing, such as by e-mail or by posting a revised document version on UpCloud's website. If UpCloud considers that a revision will have a material effect on the Contract, UpCloud will notify the Customer at least 30 days before the revision will be effected and reserve the Customer a possibility to terminate the Contract.
Non-Waiver. A failure by either party to enforce any provision of the Contract will not be deemed to constitute a present or future waiver of such provision. All waivers must be made in writing.
Force Majeure. Force Majeure is an event that prevents, or makes unduly difficult, the performance of the Services or the fulfillment of the provisions of the Contract, such as war, rebellion, natural catastrophe, general interruption in energy distribution or telecommunications, fire, strike, embargo, or another equally significant and unforeseen event independent of the parties. Each party shall be entitled to suspend its duties without liability thereof in case of Force Majeure affecting the party either directly or through its subcontractor.
Severability. Should any provision of the Contract be declared unenforceable by a court of competent jurisdiction, the remaining provisions of the Contract will remain in full force and effect to the fullest extent permitted by law. The parties shall attempt through negotiation in good faith to replace the unenforceable provision with such provisions that correspond as closely as possible to the original intention of the parties.
Governing Law and Arbitration. The Contract will be governed by the substantive laws of Finland, with the exception of any conflict of law principles. Any and all disputes, which the parties fail to settle amicably, arising out of or relating to the Contract will be finally settled by arbitration in English language in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce.
Scope. This service level agreement ("SLA") is an integral part of the Contract between UpCloud and the Customer.
Service Guarantee. UpCloud will guarantee 100% virtual server and network availability to the Customer. The network will be deemed available if UpCloud's routers and switches are available and responding properly. For all unscheduled interruptions in the provision of the Services, which are due to hardware or telecommunications failures that last longer than 5 minutes, UpCloud shall offer compensation to the Customer.
Scheduled Interruptions. UpCloud will notify the Customer by e-mail or on UpCloud's website about scheduled interruptions in the provision of the Services at least 24 hours in advance, with the exception of important security updates and patches which UpCloud may deploy without prior notice.
Error Notifications. In case of an interruption in the Services, the Customer has to notify UpCloud by e-mail to [email protected] The interruption is deemed to begin when the failure starts to affect the Customer's use of the Services, and to end when the failure has been corrected. UpCloud will notify the Customer about the correction of the failure.
Payment of Compensation. When a failure in the Services has been corrected, UpCloud will offer the Customer compensation which the Customer may reclaim within 15 days. The compensation will be paid to the Customer's service account in the form of credits and may not be exchanged for cash or other forms of payment.
Amount of Compensation. The amount of compensation will be 50 times UpCloud's charges for the Services allocated for the period of the interruption of the Services. The maximum amount of compensation for an individual interruption is 100% of UpCloud's charges for the Services during 30 calendar days preceding the interruption. The total sum of aggregated compensations cannot exceed 250% of UpCloud's charges for the Services during 30 calendar days preceding the latest interruption.
Sole Remedy. The above-mentioned payment of compensation will be the sole remedy of the Customer for interruptions or other failures in the Services. In case of a disagreement over the amount of the compensation payable to the Customer, UpCloud's decision on the issue will be binding and final.
Exemptions from Service Guarantee. The following situations will be exempt from UpCloud's service guarantee:
No compensation will be payable to the Customer during a free-of-charge trial period.
Scope. This acceptable use policy ("AUP") is an integral part of the Contract between UpCloud and the Customer.
User Instructions. The Customer must comply with separate user instructions concerning the Services. The Customer shall provide reasonable cooperation with regard to investigations on suspected breaches of the Contract.
Customer's Legal Compliance. The Customer must comply with applicable laws and regulations. For example, the Customer must have necessary rights to use the content which has been uploaded in the Service by or on behalf of the Customer.
Illegal or Offensive Use of Services. The Customer is not entitled to use the Services for purposes which UpCloud deems to be illegal or offensive. If the Customer is uncertain whether or not its use of the Services could be deemed illegal or offensive, the Customer should contact UpCloud in advance and request permission. For example, UpCloud considers the following actions or content to be illegal or offensive:
Mass Emailing. If the Customer wishes to use the Services for sending of bulk e-mail or other mass communications, the Customer must first receive UpCloud's written consent.
Disruptive Use of Services. The Customer may use, investigate, and modify the operating environment of the Services only within the limits of the user instructions. The Customer may not use the Services in any way that causes security risks to the Service or interferes with the operation of the Services. For example, UpCloud considers the following actions to be disruptive on the operation of the Services:
Personal information collected. UpCloud stores cookies for visitors of our public website in order to identify them for relevant advertising through our third party partners. We also gather anonymous website data from our website visitors via cookies for Google Analytics.
If a visitor registers to UpCloud, we collect and store personal information, including the full name, company name (if applicable), e-mail address and a mobile phone number for all customers. If a customer decides to pay for the service, we also ask them for billing related information to successfully process the payment request. We never combine personal data of a user with that of gathered for advertising purposes.
Please don't hesitate to contact us regarding any questions you may have regarding the data that is collected and stored with us. Please address your questions to us through [email protected] or send them via post to UpCloud Ltd, Eteläranta 12, 00130 Helsinki, Finland.
Security of personal information collected. UpCloud maintains all personal data collected through industry standard safe mechanisms including, but necessarily limited to encryption of password data as well as API keys, SSL-encryption, passing of credit card information directly to our PCI compliant Merchant Processor and encryption of any collected credit card information.
Third party disclosure of personal data UpCloud does not disclose any personal data to any third party for any reason, especially for purposes of advertising or partnerships. UpCloud will comply with requests by law officials under applicable EU/Finnish laws for investigation of criminal complaints or where required by court order.
Access to personal data. UpCloud customers can access their personal data, including name, company, e-mail, password, address and company VAT number, through the UpCloud Control Panel. Customers have the ability to change and delete the data on file through the UpCloud Control Panel, except for the username and password which are required to enter the service in a secure manner. UpCloud stores all usage data of activities that logged in users perform. This includes, but may not be limited to, what activities are done inside the Control Panel, IP-addresses that the user logs in from and with which user account.
UpCloud personnel do not have acces to customers' data stored on the UpCloud infrastructure. Only engineers and developers for the purpose of system administration and development have access to physical and virtual servers. UpCloud does not store main user passwords that are given upon deployment of servers nor do we request for that information from customers.
If you need help in deleting your personal data, please send an e-mail to [email protected] from the e-mail address you registered your account with.
Cookies and advertising. UpCloud partners with third party advertising networks to display targeted advertising to visitors of our website. To achieve this, we store a cookie for visitors for the purpose of displaying the advertising. The data that is stored and collected is non-identifiable and anonymous. UpCloud will not seek to match this data with any personal data stored.
UpCloud will use the customer e-mail addresses on record to communicate of updates and important information regarding the UpCloud infrastructure in the form of occasional newsletters. Customers have the opportunity to opt out of these e-mails by unsubscribing through the e-mail itself.
Opt Out. Customers shall have the right to opt out of any use of their personal information which is inconsistent with or beyond the scope of the purposes for which it was initially collected.In the event and at the sole discretion of UpCloud if it is determined that service can no longer be provided without customer acceptance of modified terms, a pro-rated refund of service will be refunded to the customer and the data will be removed as requested.