Our Service Terms

Background

Welcome to Civo. Before accessing our Services, please read this Agreement carefully. If you have any questions please get in touch by Email, providing your name, home address, where available, your phone number and email address to hello@civo.com or use the live chat on Civo's website https://www.civo.com.

This Agreement is between Civo Limited, a company registered in England and Wales under company number 09568551 at registered office, First Floor, 32-37 Cowper Street, London, England, EC2A 4AW. (“Civo”) and you as an individual or the organisation, company, or other entity that you have the legal authority to bind to this Agreement ("You" or "Your"), each a "Party" and together the "Parties".

The Agreement governs Your use of the Services and any other Civo offerings that references this Agreement. This Agreement is effective on the earlier of the date that You first electronically consent to a version of this Agreement and the date that You first access the Services ("Effective Date").

The Parties agree to abide by the terms of this Agreement.

1. Agreed Terms

Definitions and interpretation

1. 1.1CIVO offers a high-uptime service guarantee across all public cloud services. The following is CIVO's service and uptime commitment for all CIVO's public and private cloud services, as identified in the table below.

1. 1.2Clause, Schedule and paragraph headings shall not affect the interpretation of the Agreement.

2. 1.3Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

3. 1.4A reference to any law includes any changes, updates, or new versions of that law, as well as any related regulations made under that law.

4. 1.5A reference to writing or written excludes online messaging, excepting email.

5. 1.6Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

6. 1.7References to clauses and any Schedules are to the clauses and schedules of the Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

7. 1.8Any words following the terms including, include for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms

8. 1.9In the event of any conflict or inconsistency between the documents, the order of precedence shall be as follows:

   • the applicable Schedule relating to the Services;
   • the Agreement.

2. Commencement and duration

The Agreement shall commence on the Effective Date shall continue, unless terminated in accordance with the terms of this Agreement.

3.Acceptable Use Policy

You, the End Customer User or any agent or affiliate of Yours or the End Customer User agrees to bid by the terms of Civo’s Acceptable Use Policy.

4. Supply of Services

1. 4.1Civo shall:

   • use reasonable endeavours to meet any performance dates agreed between the Parties in respect of the Services, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services;
   • provide the Services with reasonable skill and care consistent with industry standards. However, Civo does not guarantee that the Services will be error-free or uninterrupted;
   • use reasonable endeavours to provide any software (including third-party software), uninterrupted and error-free and You accept and acknowledge that this is not a warranty;
   • vary the Services as Civo deems necessary to exclude one or more of the Services on giving at least ninety (90) days notice in writing to You;
   • make changes to the specifications of the Services, provided the changes do not adversely affect the quality and nature of the Services. Civo shall give notice of any changes to Service specifications to You as soon as reasonably practicable; and
   • have the right to make any changes to Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Civo shall notify You in any such event.

   4.2Civo reserves the right to access Your account including Your GPUs, instances, clusters and storage as required for a managed service, including but not limited to the following purposes:

   • ensuring compliance with this Agreement;
   • compliance investigation;
   • legal purposes such as enforcement or investigation; or
   • statistical analysis and monitoring;

   4.3Where Your account has been accessed, Civo will process any personal data in accordance with clause 8 (Data Protection) of this Agreement.

5. Fees and payment

1. 5.1You shall pay the full amount to Civo in US Dollars monthly in arrears or any currency set out in any applicable purchase order within thirty (30) days of an undisputed invoice, unless You are paying the Fees by credit card, in which case payment will be collected by Civo monthly in arrears.

2. 5.2If You do not pay Civo for the Services when payment is collected and the payment is outstanding within seven ( 7) days of Civo reminding You that payment is due, Civo may suspend existing Services and the supply of any further Services.

3. 5.3You shall not be entitled to any set-off, counterclaim, abatement, or other similar deduction to withhold payment of any amount due to Civo.

4. 5.4You shall be responsible for the collection, remittance and payment of all taxes, charges, levies, assessments and other fees of any kind imposed by government or other authority in respect of the purchase or sale of the Services. Civo shall be responsible for all taxes, charges, levies, assessments and other fees in relation to the provision of the Services

5. 5.5Interest may be chargeable on any undisputed debt at the statutory interest rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, without prejudice to any other right or remedy of either Partys

6. 5.6Civo may, at any time vary the Fees payable by You by giving at least ninety (90) days prior written notice, unless you have entered into a Commitment Discount with Civo, in which case this clause does not apply.

7. 5.7All expenses, costs and charges incurred by You in the performance of Your obligations under the Agreement shall be paid by You, unless Civo has agreed in writing to pay any such expenses, costs and charges.

6. Intellectual Property Rights and Trademarks

1. 6.1Other than as expressly set out in this Agreement, Civo does not grant You any licence of, right in, or make any assignment of any of its Intellectual Property Rights.

2. 6.2Nothing in this Agreement gives or shall give any Intellectual Property Right ownership or control rights of Yours to Civo.

3. 6.3Civo may upon written notice use Your logo(s) and/or trademarks for promotion of Civo's services and other related marketing, unless otherwise required by You.

7. Compliance with laws and regulations

Both Parties shall at their own expense comply with all laws and regulations relating to its activities under the Agreement, including, without limitation, the UK Bribery Act 2010 and the UK Modern Slavery Act 2015, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

8. Data protection

1. 8.1Each Party shall comply with its respective obligations under the provisions of the Data Protection Legislation.

2. 8.1Civo will process and store Your Personal Data in accordance with its Data Processing Agreement and Civo's Privacy Policy.

9. Limitation of liability

1. 9.1The total liability of either party to the other in respect of all other loss or damage arising under or in connection with this Agreement excluding liability arising in connection with the supply of Services in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed shall not exceed the higher of the total amount of fees paid or payable by You to Civo under this Agreement during the preceding twelve (12) months of the Term one million pounds (£1,000,000).

2. 9.2The liability of Civo arising in connection with the supply of the Services shall be as set out in Civo's Service Level Agreement.

3. 9.3Neither party may benefit from the limitations and exclusions set out in this clause 9 in respect of any liability arising from its deliberate default.

4. 9.4Subject to clauses 9.2 and 9.3, this clause 9.4 sets out the losses that are excluded:

   • Loss of profits;
   • Loss of revenues, loss of goodwill;
   • Loss of agreements, loss of business opportunity;
   • Loss of business;
   • Loss of data;
   • Depletion of goodwill or similar losses;
   • Pure economic loss; and
   • For any indirect or consequential loss, costs, damages, charges or expenses however arising.

5. 9.5Nothing in the agreement limits any liability which cannot legally be limited, including liability for:

   • death or personal injury caused by negligence; and
   • fraud or fraudulent misrepresentation.

6. 9.6Terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

10. Termination

1. 10.1You may terminate the Agreement for no cause unless You have entered into a Commitment Discount with Civo.

2. 10.2Either Party may immediately terminate the Agreement without payment of compensation or other damages caused to the other solely by such termination by giving notice to the other if any one or more of the following occurs:

   • the other Party commits a material breach of any term of the Agreement and the breach cannot be remediated or if the other Party fails to remedy that breach within 30 days after being notified in writing to do so;
   • the other Party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors: or
   • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that Party; or
   • an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other Party; or
   • a floating charge holder over the assets of that other Party has become entitled to appoint, or has appointed, an administrative receiver; or
   • a person becomes entitled to appoint a receiver over the assets of the other Party, or a receiver is appointed over the assets of the other Party; or
   • a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
   • the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
   • any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2 b) to clause 10.2 i) (inclusive) of this Agreement

3. 10.3For the purposes of clause 10.2.a) a material breach means a breach (including an anticipated breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating Party would otherwise derive from a substantial portion of the Agreement.

4. 10.4Civo reserves the right to terminate all or part of the Services with immediate effect on written notice to You, if You are in breach of Civo’s Acceptable Use Policy

5. 10.5You may give express written notice of its intention to terminate the Agreement within thirty (30) days of the date of any material update to these terms under clause 15, “Amendment”.

11. Consequences of termination

1. 11.1Any provision of the Agreement that is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

2. 11.2Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination.

3. 11.3On termination of the Agreement You shall immediately pay to Civo all Civo's outstanding unpaid invoices and any applicable interest.

4. 11.4The termination of the Agreement shall not of itself make Civo liable to pay any compensation to You, including compensation for loss of profits or goodwill.

5. 11.5If You terminate this Agreement during the term of a Commitment Discount, the following process will apply in accordance with the Commitment Discount:

   • if You have met the aggregate spend commitment, then no spend commitment shortfall payment will be required to be made to Civo;
   • if You have not met the aggregate spend commitment, You will make a spend commitment shortfall payment to Civo;
   • upfront payments are non-refundable, excepting If You terminate this Agreement for material cause, during the term of a Commitment Discount, in which case Civo will rebate the balance of any unused upfront payment to You.

6. 11.6Subject to clause 11.3, all other rights and licences of You under the Agreement shall terminate on the date of termination or expiry of the Agreement.

12. Confidentiality

1. 12.1Each Party undertakes that it shall not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by clause 12.2.

2. 12.2Each Party may disclose the other Party's confidential information:

   • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with the Agreement. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party's confidential information comply with this clause 12; and
   • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

3. 12.3No Party shall use any other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

13. Force Majeure

1. 13.1Neither Party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations, except for Your payment obligations, if such delay or failure results from events, circumstances or causes, without limitation, beyond its reasonable control providing, as soon as reasonably practicable after the start of the Force Majeure event but no later than ten days from its start, it:

   • notifies the other Party of the event, the date on which it started, its likely or potential duration, and the effect of the event on its ability to perform any of its obligations under the Agreement; and
   • uses all reasonable endeavours to mitigate the effect of the event on the performance of its obligations.

2. 13.2If a period of delay or non-performance continues for six (6) weeks, the Party not affected may terminate the Agreement by giving twenty-one (21) days' written notice to the affected Party.

14. Entire agreement

1. The Agreement is the entire agreement between the Parties and supersedes and extinguishes all previous agreements, contracts, promises, assurances, warranties, representations and understandings between the Parties whether written, oral or by conduct, relating to its subject matter.

15. Amendment

1. Civo may from time to time update the Agreement and its Schedules by giving ninety (90) days written notice to You, upon which You may send written notice of its intent to terminate the Agreement as provided for in clause 10.4.

16. Assignment and other dealings

1. Notwithstanding anything stated to the contrary in this Agreement, either Party shall not, without the prior written consent of the other Party, assign or sub-contract, any of its rights or obligations under this Agreement (such consent not to be unreasonably withheld).

17. Waiver

1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18. Severance

1. If any provision, or part-provision, of the Agreement is, or becomes invalid, illegal or unenforceable, it shall be deleted, but that shall not affect the validity and enforceability of the rest of the Agreement and the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended outcome of the original provision.

19. Notices

1. Any notice given to a Party under or in connection with the Agreement shall be in writing. Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

20. Third Party rights

1. Except as set out in Schedule 1 (Service Specific Terms) or as otherwise agreed by the Parties, the Agreement does not permit any third-party statutory rights to enforce any of its terms.

21. No Partnership or agency

1. Nothing in the Agreement is intended to establish any Partnership or joint venture between the Parties. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Governing law, venue and dispute resolution

1. The Agreement shall be governed and construed in accordance with English law. Any dispute arising under or related to the Agreement that is not resolved by good faith discussion by the Parties, at their discretion, shall be resolved by the London Court of International Arbitration (LCIA) arbitration in London.

Schedule 1 - Service Specific Terms

1. Use of the Services

1. 1.1Civo grants You a non-exclusive, non-sub-licensable, non-transferrable, revocable licence during the term of this Agreement to access and use the Services solely in accordance with this Agreement.

2. 1.2End Customer Users may access and use the Services in accordance with this Agreement.

3. 1.3 Civo will obtain sufficient rights to third party software to perform the Services, and grant You a nonexclusive, revocable licence to use third party software included in the Services solely to the extent necessary to receive and use the Services during the term of the Agreement.

4. 1.4Additional ad-hoc and irregular services may be agreed between the Parties. If required these services will be provided by Civo in accordance with the terms of this Agreement.

2. Your Responsibilities

• the control and management of access and responsibilities for End Customer Users;
• advanced operating system security hardening specific to application requirements;
• user account creation, administration and assignment of permissions;
• timely testing of application and data;
• management of anti-virus policies, exclusions and quarantine;
• managing the backup policy for instances;
• system administration tasks;
• creation of systems documentation;
• configuration management of operating system and application components; and
• disaster recovery and business continuity.

3. Acceptable Use Policy

1. You, the End Customer User or any agent or affiliate of Yours or the End Customer User shall not:

   • access, store, distribute or transmit any Viruses, or any material during the course of the use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity, and Civo reserves the right, without liability, to disable access to any material that breaches the provisions of this clause; and/or
   • access all or any part of the Services in order to build a product or service which competes with the Services (or any part of them) or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Agreement.

4. End Customer Users

1. In relation to the End Customer Users, You undertake that:

   • each End Customer User shall keep a strong and secure password for her or his use of the Services, which shall be kept confidential;
   • You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services. In the event of any such unauthorised access or use, You shall promptly notify Civo by email to security@civo.com;
   • You are responsible for all activities that occur under Your account, regardless of whether the activities are undertaken by You, Your employees or a third party (including Your contractors or agents) and, except to the extent caused by Civo's breach of this Agreement, Civo is not responsible for unauthorised access to Your account. You will ensure that all End Customer Users comply with Your obligations under this Agreement. If You become aware of any violation of Your obligations under this Agreement by an End Customer User,You will immediately terminate such End Customer User's access to the Services.

5. Service Suspension

1. 5.1Civo may suspend Your or any End Customer User's right to access or use all or any part of the Services immediately upon notice if Civo determines that:

   • undisputed payments are late by more than the notice period stipulated in the Agreement;
   • Your or an End Customer User's use of the Services:
     • creates a security risk to the Services or any third party; or
     • may adversely impact the Services or the systems or content of any other of Civo's customers.

2. 5.2If Civo suspends the right to use or access all or part of the Services, You will remain liable for any applicable Fees and charges for any Services for the duration of the Agreement and for unused services, as well as any data storage Fees and in-process tasks completed after the date of suspension.

6. Fair Use Policy

1. 6.1This Fair Use Policy outlines the acceptable use of the free data egress offered by Civo's cloud platform. The Policy ensures fair and equitable access to the Platform's resources for all customers.

2. 6.2Civo monitors data egress to ensure all customers have a positive experience. Civo considers the following factors to determine fair use:

   • average usage: we compareYour data egress to the average usage of other free tier users;
   • data transfer patterns: excessive bursts of data transfer can negatively impact others.

3. 6.3If Your data egress consistently exceeds fair use limits, Civo may take one or more of the following actions:

   • notification: Civo will notify You that You are exceeding usage and request adjustments to comply with the Policy;
   • service throttling: Civo may temporarily throttle Your data egress speed to ensure fair access for all users;
   • account suspension: in extreme cases of persistent misuse, Civo may suspend Your account.

7. Free Trials

1. 7.1You are entitled to a Free Trial of the Services to a value of $250 for a period of thirty-one (31) calendar days ("Free Trial Period").

2. 7.2Trials are limited to one trial per customer. Any use of the Services after the Free Trial Period will incur Civo's standard Fees as set out within Civo's pricing page.

8. Third Party Licencing

Definitions

Third Party means a software provider that is a distinct entity other than You, Civo and their respective affiliates.

Third Party Services means any services provided by a Third Party that are integrated with, or used in conjunction with, the Services. This includes support for Third Party Software.

Third Party Software means any pre-licensed software developed or licensed by a Third Party that You are authorised to install and use with the Services. This includes Operating Systems and “Bring Your Own Licence” deployments.

Third Party User Agreement means the end user licence agreement (in the case of software), services agreement (in the case of services), services agreement (in the case of services) or similar document that You are required to enter into by the relevant Third Party vendor to enable You to use and receive the Third Party Software and the Third Party Services.

1. 8.1You undertake to comply with any applicable Third Party User Agreement delivered with or embedded within a Third Party product and will hold Civo harmless from any consequences of Your or End User Customer failure to comply with any applicable Third Party end user terms.

2. 8.2You shall not remove, alter, cover or obscure any trademarks, trade names, service marks, logos or brands, copyright notices, patent numbers or any other statements or symbols of ownership from software, or do so in respect of any media supplied to You by Civo on which any software is loaded.

3. 8.3You shall not copy, alter, modify, adapt, translate, create derivative works of, distribute, rent, lease, sublicense, transmit, sell all or part of the software or do so in respect of any media on which the software is loaded.

4. 8.4To the extent permitted by applicable law, Civo make no representations or express or implied warranties in relation to the software services, and disclaim all express or implied warranties, including without limitation:

   • Any implied warranties of merchantability, and fitness of the software services for a particular purpose;
   • Any liability on the part of the Third Party, or its suppliers, for any direct, indirect or consequential damage arising from the software services.

5. 8.5Civo, or a Third Party on Civo's behalf, will provide technical support for the software services.

6. 8.6You agree that Civo may be obliged to pass limited details about You to the Third Party.

7. 8.7In the event that You have failed to pay for the correct number of End Customer Users, or other necessary software licences, You will promptly obtain the correct amount, and hold Civo harmless against any consequential liabilities.

8. 8.8You agree that the software services are not fault tolerant and are not guaranteed to be error free or to operate uninterrupted. No rights are granted to You to use the software services in any application or situation where failure of the software services could lead to death or serious injury of any person, or to severe physical or environmental damage (“High Risk Use”).

9. 8.9You agree that a Third Party may be an intended beneficiary of this Agreement.

Last updated: Wednesday 13th of November 2024