Terms of Use

Last updated: YYYY-MM-DD

1. Service Agreement

Services are provided by dec0de.xyz / 1406557 B.C. LTD (the “Provider”) to the Customer subject to these Terms of Use (the “Terms”).

The Customer requests services (including but not limited to Private Cloud VMs, RAM, storage, network connectivity, monitoring, consulting, and in-person services at agreed locations) and the Provider agrees to provide them under these Terms and any applicable quote, order, or statement of work.

2. Service Levels & Uptime Guarantee

The Provider aims for up to 99.8% uptime per 12-month period on the Private Cloud infrastructure (“Platform”), excluding:

• Scheduled maintenance windows with reasonable prior notice;
• Force majeure events (see Section 8);
• Customer-caused issues (mis-configuration, abusive workloads, etc.);
• Failures or limitations in upstream providers, carriers or third-party systems that are outside the Provider’s control.

Uptime is calculated as:
(Total minutes in period – minutes of Platform downtime) ÷ Total minutes in period.

Downtime claims must be submitted in writing within 30 days of the incident and will only be evaluated for service credit (not cash refunds). Any credit is at the sole discretion of the Provider.

3. Customer Responsibilities

The Customer agrees to:

• Use the services only for lawful purposes and not for illegal, abusive or prohibited activity (including but not limited to malware distribution, spam, attacks, fraud or intellectual property infringement).
• Maintain appropriate backups of its data and configurations; the Provider is not liable for any data loss unless caused by the Provider’s gross negligence or willful misconduct.
• Respect resource limits and fair-use policies agreed for RAM, CPU, storage, bandwidth and IOPS (no unapproved oversubscription or abusive workloads).
• Ensure that access credentials, SSH keys, VPN secrets and other sensitive information are kept secure and updated.

4. Payment & Fees

Fees are charged according to the then-current pricing schedule published by the Provider (for example, RAM, CPU, storage and bandwidth pricing) and/or any specific quote agreed in writing with the Customer.

• Standard billing is monthly in advance unless otherwise agreed in writing.
• Non-payment, repeated late payment or chargebacks may result in service suspension or termination after reasonable notice.
• The Provider may adjust pricing for future terms or renewals with at least 30 days’ written notice.

5. Network & Infrastructure Access

The Platform is backed by a 10 Gbit backbone, multiple points-of-presence (POPs) and the Provider’s own announced IP space (for example, an independently announced /24).

Where applicable, the Provider may offer:

• Private VLANs and private networking between nodes;
• VPN access (site-to-site or client) and routing optimizations;
• Per-customer network policies (egress filtering, firewalling, etc.).

The Customer understands that end-to-end performance depends on many factors: last-mile ISPs, transit providers, routing on the wider Internet, Customer workloads and other elements outside the Provider’s direct control. While the Provider will make reasonable efforts to optimise routing and performance, full-line speed to any arbitrary external endpoint cannot be guaranteed.

6. In-Person Services

For any in-person services (on-site consulting, physical installation, troubleshooting at Customer premises), the Customer acknowledges and accepts:

• Such services are subject to separate scope, scheduling, liability and cost arrangements communicated in writing or quotation.
• The Provider will use reasonable skill and care but cannot guarantee outcomes (for example: third-party equipment behaviour, Customer site conditions, existing infrastructure state, unforeseeable third-party influences).
• The Customer is responsible for ensuring safe access, power, environment and any required site-permissions or risk-assessments. The Provider is not liable for site conditions, delays or additional costs caused by lack of access, regulatory compliance, or Customer-supplied equipment failures.

7. Limitation of Liability

To the maximum extent permitted by law, the total aggregate liability of the Provider for any claim arising out of or related to the services (whether in contract, tort, indemnity or otherwise) is limited to the total fees actually paid by the Customer to the Provider for the specific service contract in the 12 months preceding the event giving rise to the claim.

The Provider is not liable for indirect, incidental, special, punitive or consequential damages (including but not limited to lost profits, loss of data, business interruption, lost revenue or opportunity), even if advised of the possibility of such damages.

The Provider also excludes all warranties, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement or uptime beyond those specified in Section 2.

Nothing in this clause is intended to limit liability for: (a) death or personal injury caused by the Provider’s negligence; (b) fraud or wilful misconduct by the Provider; (c) any other liability which cannot be excluded or limited under applicable law.

8. Force Majeure

The Provider shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including (but not limited to): natural disasters, fires, floods, earthquakes, power failures, major ISP or transit outages, acts of war or terrorism, civil unrest, pandemics, governmental actions, third-party service failures or infrastructure failures not within the Provider’s direct control.

9. Acceptable Use Policy (AUP)

The Customer’s use of the Services is subject to the Provider’s Acceptable Use Policy (AUP), which forms part of these Terms. The AUP describes in more detail what is and is not allowed on the Platform, including rules for:

• Network and security behaviour (e.g., no DDoS, scanning, malware);
• Content and legal compliance (e.g., no illegal content, respect for IP rights);
• Region-based obligations tied to where services are hosted and where traffic is routed;
• Enforcement actions (suspension, termination, filtering and cooperation with authorities).

The current AUP is available at:
https://dec0de.xyz/aup.html

By using the Services, the Customer agrees to comply with the AUP and ensure that its own users, clients, subcontractors and affiliates do the same. Any violation of the AUP is deemed a violation of these Terms and may result in suspension or termination of the Services, in whole or in part, without refund.

10. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

The parties will first attempt to resolve any dispute informally and in good faith. If no resolution is reached, disputes may be brought before the courts of British Columbia, which shall have exclusive jurisdiction.

11. Entire Agreement

These Terms, together with any associated quote, order, statement of work and the Acceptable Use Policy, constitute the entire agreement between the Provider and the Customer with respect to the services, and supersede all prior or contemporaneous understandings, proposals, and agreements, whether written or oral.

12. Third-Party Providers & Reference Terms

The Provider may, where appropriate, leverage third-party infrastructure or services (for example, upstream carriers, cloud platforms or storage providers). In such cases, additional terms and policies of those third parties may apply to specific workloads or locations.

The Provider will make reasonable efforts to ensure that third-party terms are compatible with these Terms and to notify the Customer of any materially relevant conditions. However, the Customer is ultimately responsible for reviewing any such third-party terms if directly interacting with or relying on those providers.