{"id":1078,"date":"2022-05-20T17:38:05","date_gmt":"2022-05-20T14:38:05","guid":{"rendered":"https:\/\/upcloud.com\/global\/us\/terms-of-service\/"},"modified":"2026-07-03T06:56:34","modified_gmt":"2026-07-03T05:56:34","slug":"terms-of-service","status":"publish","type":"page","link":"https:\/\/upcloud.com\/global\/terms-of-service\/","title":{"rendered":"Terms of Service"},"content":{"rendered":"\n
\n
\n \"Hero\n <\/div>\n \n
\n \"Hero\n <\/div>\n \n
\n\n
\n

\n Terms of Service <\/h1>\n\n

Effective as of: 3.7.2026
\nSee previous version here<\/a><\/p>\n <\/div>\n\n \n \n <\/div>\n\n\n \n<\/section>\n\n\n\n

\n
\n\n

\n General terms <\/h2>\n \n \n
\n

1. Scope<\/strong><\/h3>\n

1.1.\u00a0These Terms of Service govern the use of Services provided by UpCloud Oy, a Finnish limited liability company with Business ID 2431560-5, having its registered address at Aleksanterinkatu 15 B, 7th floor, 00100 Helsinki, Finland (\u201c<\/span>UpCloud<\/b>\u201d, \u201c<\/span>we<\/b>\u201d).<\/span><\/p>\n

1.2. The Service is intended for purchase and use by entities, organisations and private entrepreneurs for their business and professional purposes. The Service is not fit or intended for use by, and UpCloud is not obliged to provide it for, consumers or private persons for their personal use.<\/span><\/p>\n

1.3.If you are accepting these Terms of Service on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms of Service; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent.<\/span><\/p>\n

2. Definitions<\/strong><\/h3>\n

When used in these Terms of Service, the definitions below have the following meaning:<\/span><\/p>\n

\u201c<\/span>Affiliate<\/b>\u201d means any entity that either directly or indirectly (a) controls, or (b) is controlled by, or (c) is under common control with, the subject entity. \u201c<\/span>Control<\/b>,\u201d for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.<\/span><\/p>\n

\u201c<\/span>Control Panel<\/b>\u201d means the control panel through which you can manage your subscription and the features of the Service, available at:<\/span> https:\/\/hub.upcloud.com\/<\/span><\/a><\/p>\n

\u201c<\/span>Customer<\/b>\u201d and \u201c<\/span>you<\/b>\u201d means the person or entity that subscribes to the Service.<\/span><\/p>\n

\u201c<\/span>Customer Data<\/b>\u201d means the application, files, data, information, and other content stored, hosted and\/or processed in our cloud infrastructure service under your Account.<\/span><\/p>\n

\u201c<\/span>Credits<\/b>\u201d mean service credits associated with your Account that can be used to pay for the Services.<\/span><\/p>\n

\u201c<\/span>End-Customer<\/b>\u201d means a client of the Customer to whom the Customer provides its own services by utilising UpCloud\u2019s Service.<\/span><\/p>\n

\u201c<\/span>Governmental Authority<\/b>\u201d means any national, supranational, governmental, municipal or administrative authority or regulatory body (including courts, police force, intelligence agencies), whether foreign or domestic, who have authority and jurisdiction over a Party or its Affiliates.<\/span><\/p>\n

\u201c<\/span>Illegal Content<\/b>\u201d means any Customer Data that, in itself or in relation to an activity, including the sale of products or the provision of services, is not in compliance with the applicable laws. Illegal Content includes also \u2018terrorist content\u2019 as defined in Article 2(7) of Regulation (EU) 2021\/784 of the European Parliament and of the Council on addressing the dissemination of terrorist content online.<\/span><\/p>\n

\u201c<\/span>Party<\/b>\u201d and \u201c<\/span>Parties<\/b>\u201d means the Customer and UpCloud either singly or jointly, as the context requires.<\/span><\/p>\n

\u201c<\/span>Service(s)<\/b>\u201d means all services, software and content provided by UpCloud, including UpCloud\u2019s cloud infrastructure services (such as cloud servers, managed databases, storage, networking), support services, the Control Panel, and UpCloud website.<\/span><\/p>\n

\u201c<\/span>Service Descriptions<\/b>\u201d means the documents that describe the Service in detail, available at:<\/span> https:\/\/upcloud.com\/global\/resources\/docs<\/span><\/a><\/p>\n

\u201c<\/span>Order<\/b>\u201d means an order submitted by the Customer to UpCloud specifying the Service that the Customer orders. Orders can be submitted by the Customer or Users manually via the Control Panel or by contacting UpCloud\u2019s customer support, or automatically through the Application Programming Interfaces (APIs) of the Service or by other automated means to manage the Service.<\/span><\/p>\n

\u201c<\/span>User<\/b>\u201d means any person or entity whose access to the Service is attributable to the Customer, including the Customer and its Affiliates (and their employees, consultants, contractors and agents) and possible End-Customers.<\/span><\/p>\n

\u201c<\/span>Third-Party Products<\/b>\u201d means any service, product, software, platform or other component (such as an operating system, application, firewall) that is offered, provided, licensed, developed or owned by the Customer or a third party and interoperates with the Service.<\/span><\/p>\n

3. Agreement Documents<\/strong><\/h3>\n

3.1. These Terms of Service consists of: (1) this main body of Terms of Service and the following supplements: (2) <\/span>Data Processing Agreement<\/span><\/a> (\u201c<\/span>DPA<\/b>\u201d), (3) <\/span>Service Level Agreement<\/span><\/a> (\u201c<\/span>SLA<\/b>\u201d), (4) <\/span>Acceptable Use Policy<\/span><\/a> (\u201c<\/span>AUP<\/b>\u201d) and (5) the<\/span> Service Descriptions<\/span><\/a> \u2013 (1\u20135 together \u201c<\/span>Terms<\/b>\u201d). All agreement documents are available on UpCloud\u2019s website<\/span> https:\/\/upcloud.com\/global\/<\/span><\/a>.<\/span><\/p>\n

3.2. In case of a conflict or ambiguity between the agreement documents, the order of precedence shall be: (1.) DPA, (2.) the main body of Terms of Service, (3.) SLA, (4.) AUP, (5.) Service Descriptions.<\/span><\/p>\n

3.3. You accept these Terms, and enter into an agreement with UpCloud (\u201c<\/span>Agreement<\/b>\u201d) by: (1) registering to use the Service through UpCloud\u2019s website, (2) executing a contract or an order form with UpCloud that references these Terms, or (3) using the Service.<\/span><\/p>\n

4. Service Account<\/strong><\/h3>\n

4.1. To use the Service you have to register and create a service account (\u201c<\/span>Account<\/b>\u201d). When registering to the Service, and at any time during the term of the Agreement, you must provide true, accurate and complete information as required by UpCloud, and keep your information up-to-date. If you provide inaccurate, incomplete or fraudulent information, we have the right to suspend and\/or terminate your access to and use of the Service in accordance with Section 13 below.<\/span><\/p>\n

4.2. After you have created the Account, you and the Users can submit Orders. You will be responsible for all Orders made under your Account, whether by you, the Users, or your systems automatically. You will be responsible for the payment of all service fees based on the Orders made under your Account. Orders will be valid only after being accepted by UpCloud. UpCloud will be deemed to have accepted the Order if UpCloud supplies the ordered Service. We reserve the right to limit or restrict your ability to place Orders.<\/span><\/p>\n

4.3. You will be liable for all activities conducted in the Service under your Account, including any actions taken by the Users. You must comply, and you must ensure that the Users comply with the AUP and all user instructions relating to the Service. You will be responsible for any violations of the AUP or the user instructions by the Users.<\/span><\/p>\n

4.4. You can create multiple sub-accounts under the Account and allocate them for the use of third parties but you will remain fully liable to UpCloud for:\u00a0<\/span><\/p>\n

(i) any activity carried out with those sub-accounts, and;<\/span><\/p>\n

(ii) all Service consumption and payment obligations related to the sub-accounts.<\/span><\/p>\n

4.5. You must safeguard, and ensure that any Users safeguard, the usernames and passwords of your Account. You must promptly inform us if you suspect that an unauthorised third party is using, or may have an access to, the Service or your Account. We reserve the right to temporarily suspend your Account if we have reasonable grounds to believe that the Account has been compromised and is used by an unauthorised third party.<\/span><\/p>\n

4.6. We reserve the right to deem any Account with no recorded login activity for a continuous period of five (5) years as abandoned and to permanently delete such Accounts without further notice.<\/span><\/p>\n

5. Right to Access the Service<\/strong><\/h3>\n

5.1. Subject to due subscription to the Service and compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable and limited right to access the Service, and to grant Users access rights to the Service, during the term of the Agreement.<\/span><\/p>\n

5.2. You are allowed to utilise the Service in the provision of your own services to your End-Customers. However, you remain fully liable to us for any actions your End-Customers take in, and for the content they upload to, the Service. Under no circumstances will UpCloud have any liability to your End-Customers.<\/span><\/p>\n

6. Provision of the Service, Service Levels, Warranties<\/strong><\/h3>\n

6.1. We will perform the Service in accordance with these Terms with commercially reasonable care and skill and in all material respects as described in the Service Descriptions.<\/span><\/p>\n

6.2. If you consider that the Service is not provided as described in the relevant Service Description, you must promptly provide us with a written notice that describes the deficiency in the Service.<\/span><\/p>\n

6.3. We will strive to correct possible deficiencies in the Service, but if we are not able to correct the deficiency within a reasonable time (at least 30 days), or such correction is not commercially reasonable for UpCloud, and the deficiency has a material effect on your use of the Service, you have the right to terminate the deficient Service by providing us a written notice.<\/span><\/p>\n

6.4. You are entitled to compensation for unscheduled interruptions in the provision of the Service in accordance with the SLA. The SLA-compensations will be paid in the form of service credits and may not be exchanged for cash or other forms of payment.<\/span><\/p>\n

6.5. In all other respects the Service is provided on \u201cas-is\u201d and \u201cas-available\u201d basis, and UpCloud will not give the Customer any warranty or guarantee, express or implied, for the Service, its merchantability, fitness for any particular purpose, performance, or non-infringement. The Service is not designed to be 100% error-free or uninterrupted and therefore it is neither intended nor fit for purposes that require fail-safe performance. The Customer is responsible for ensuring appropriate resiliency and disaster recovery plans for Customer Data. The remedies set forth in this Section 6 will be your sole and exclusive remedies for any defects, deficiencies or interruptions in the Service.<\/span><\/p>\n

7. Support<\/strong><\/h3>\n

We will provide technical support for your dedicated administrative Users, as described in the Support Service Description, which includes the Support Team\u2019s contact details and service hours.<\/span><\/p>\n

8. Third-Party Products<\/strong><\/h3>\n

8.1. If you use Third-Party Products\u00a0 in connection with the Service, you must comply with the contract and licence terms of the Third-Party Products. We are responsible only for the provision of the Service. Any Third-Party Products are provided by the relevant third parties and covered by their terms of service or licence agreements. We do not assume any liability with regard to Third-Party Products or their use, whether or not they are linked to the Service.<\/span><\/p>\n

8.2. Certain Third-Party Products, such as Microsoft Windows Server operating systems, cannot be used in the Service unless licensed from UpCloud. We will provide additional information regarding such Third-Party Products upon request.<\/span><\/p>\n

9. Changes to the Service<\/strong><\/h3>\n

9.1. UpCloud is entitled to develop its services and business offerings. UpCloud may, without notice and at UpCloud\u2019s sole discretion, implement changes and updates to the Service and to the Service Descriptions, provided that the changes do not have a material adverse effect on the functionalities of the Service.<\/span><\/p>\n

9.2. If we consider implementing a change in the Service that will have a material adverse effect in your use of the Service, we will notify you at least 30 (thirty) days before the change will be effected and reserve you a possibility to terminate the Agreement.<\/span><\/p>\n

10. Prices<\/strong><\/h3>\n

10.1. The rates applicable to the Service are available on UpCloud\u2019s website at<\/span> https:\/\/upcloud.com\/global\/pricing<\/span><\/a> and shown in the Control Panel when ordering the Service. The Service is a \u201cpay as you go\u201d service, meaning that the actual service fee you pay will be determined based on your Service consumption. Unless otherwise agreed, we will charge the Service on an hourly basis, meaning you will pay a service fee for each 60-minute period that you use the Service.<\/span><\/p>\n

10.2. Applicable value added tax (VAT) and other applicable duties and taxes will be added to the prices, unless the prices are specified \u201cVAT inclusive\u201d.<\/span><\/p>\n

10.3. UpCloud is entitled to charge interest on delayed payments in accordance with the Finnish Interest Act (633\/1982), as in force from time to time.<\/span><\/p>\n

10.4. UpCloud has the right to increase the prices at any time by providing at least 30 (thirty) days\u2019 advance notice to the Customer.<\/span><\/p>\n

10.5. Some Services may be offered as spot instances at a discounted rate, as further described in the relevant Service Descriptions (\u201c<\/span>Spot Instances<\/b>\u201d). UpCloud reserves the right to change Spot Instance pricing at any time without prior notice. Spot Instances may be terminated by UpCloud at any time without prior notice, and in the event of such termination, UpCloud will refund any unused time from the current billing hour by depositing the corresponding amount of Credits to your Account. The SLA is not <\/span>applicable<\/span> to the usage of Spot Instances and UpCloud disclaims all liability arising from or relating to the use, termination, or unavailability of Spot Instances, including any data loss or Service interruption.<\/span><\/p>\n

11. Payment Terms and Service Credits<\/strong><\/h3>\n

11.1. UpCloud offers two payment models:<\/span><\/p>\n

(i) A pre-pay model, where the Customer pays for Services in advance by purchasing Credits. The Service usage shall be charged by debiting the prepaid Credits from the Customer\u2019s Account (\u201c<\/span>Pre-Pay Model<\/b>\u201d).<\/span><\/p>\n

(ii) A post-pay model, where the Service usage is charged monthly in arrears with the selected payment method in your Account (\u201c<\/span>Payment Method<\/b>\u201d).The Payment Method will be automatically charged for all accrued service fees at the end of each calendar month, subject to the billing thresholds described in the Service Description (\u201c<\/span>Post-Pay Model<\/b>\u201d).<\/span><\/p>\n

11.2 For new Customers registering to the Service after UpCloud has launched the Post-Pay Model, the applicable payment model will be the Post-Pay Model. For existing Customers, UpCloud reserves the right to transfer Customers from the Pre-Pay Model to the Post-Pay Model at its sole discretion. Customers on the Pre-Pay Model can also request to switch to the Post-Pay Model by contacting UpCloud. Such request is subject to UpCloud\u2019s approval.<\/span><\/p>\n

11.3. Invoices for purchased Credits or monthly usage, as applicable, will be made available through your Account. Any disputes regarding an invoice must be raised by you in writing within thirty (30) days of the invoice date. After this period, the invoice is considered accepted by you. All Credits are non-refundable and non-transferable unless otherwise decided by UpCloud at its sole discretion.<\/span><\/p>\n

11.4\u00a0 It is the Customer’s responsibility to maintain a positive Credit balance on the Account at all times, or to ensure that the selected Payment Method has sufficient funds to cover the fees associated with the Service you have subscribed for. If your Credit balance runs out (zero or negative balance), or if we are unable to successfully charge your Payment Method for fees due, or if any sum owed by you to us is overdue, we have the right to suspend your use of the Service until all overdue amounts are paid in full. If you do not remedy the payment failure by depositing Credits to your Account or by settling your outstanding payments within a reasonable time determined by UpCloud (at a minimum fourteen (14) days), we will consider the Agreement terminated and will close your Account and delete all the Customer Data thereunder. You are obliged to pay applicable service fees (e.g. for storage and IP addresses) even during the suspension until the Agreement is terminated.<\/span><\/p>\n

12. Free Trials<\/strong><\/h3>\n

12.1. We may from time to time offer trials of the Service for a specified period without payment obligation by offering you free-of-charge Credits or by way of a money-back guarantee (\u201c<\/span>Free Trial<\/b>\u201d). The features of the Service may be limited during the Free Trial. We reserve the right, in our sole discretion, to determine the Customer\u2019s eligibility for a Free Trial, and, subject to applicable laws, to withdraw or modify a Free Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.<\/span><\/p>\n

12.2. We may require you to provide payment details to start the Free Trial. After the expiry of the Free Trial, we have the right to start charging for the Service the applicable service fees in accordance with Section 11 above and according to the currently valid public price list.<\/span><\/p>\n

12.3. If you do not wish to continue using the Service subject to the applicable service fees, you must terminate the subscription to the Service through your Account\u2019s subscription page before the expiry of the Free Trial.<\/span><\/p>\n

13. Illegal Content, Suspensions, Termination<\/strong><\/h3>\n

13.1. You must at all times comply with these Terms and your local laws and regulations when using the Service. If we have reasonable grounds to believe that you or any of the Users have violated any provision of these Terms, or if we receive an Illegal Content removal order from a competent Governmental Authority, we have the right to take the following measures against you:<\/span><\/p>\n

(i) Temporarily suspend your Account and deny your access to the Service.\u00a0<\/span><\/p>\n

(ii) If we determine the violation to be material or if the violations are recurring, we have the right to terminate the Agreement with immediate effect.\u00a0<\/span><\/p>\n

(iii) If we have reasonable grounds to believe that the Customer Data contains Illegal Content, we have the right to take measures to remove or disable access to such Customer Data. Where required by law or Governmental Authority\u2019s order, we may do this without providing you an advance notice.<\/span><\/p>\n

13.2. You are obliged to provide us reasonable assistance with regard to possible investigations on suspected breaches of the Agreement.<\/span><\/p>\n

13.3. UpCloud shall have no liability to the Customer or any third party for any Account suspension, termination of the Agreement, or removal of or disablement of access to the Customer Data initiated pursuant to this Section 13.<\/span><\/p>\n

14. Use Restrictions<\/strong><\/h3>\n

14.1. You are not permitted and not entitled to permit the Users or any other parties to use the Service for any illegal, harmful, fraudulent, infringing or offensive purposes or to transmit, distribute, store or display any information or content that is illegal, harmful, fraudulent, infringing or offensive, as determined by UpCloud in its sole discretion. The list below contains examples of prohibited actions and content (the list is not exhaustive):<\/span><\/p>\n

(i) copy, redistribute, reproduce, record, transfer, perform or display to the public, broadcast, or make available to the public any part of the Service, or otherwise make any use of the Service which is not expressly permitted under the Agreement or applicable law or which infringes the intellectual property rights (such as copyright) in the Service or any part of it or any other intellectual property rights of third parties;<\/span><\/p>\n

(ii) use the Service in any manner that could damage, disable, overburden or impair the Service;<\/span><\/p>\n

(iii) use any data mining, robots, scraping, or similar data gathering or extraction methods;<\/span><\/p>\n

(iv) create an Account on behalf of someone else without their authorisation;<\/span><\/p>\n

(v) use, sell, rent, transfer, license or otherwise provide anybody with the Service, except as provided herein;<\/span><\/p>\n

(vi) interfere with other customers\u2019 use and enjoyment of the Service;<\/span><\/p>\n

(vii) circumvent or try to circumvent any usage control, anti-copy functionalities, geographical restrictions or other similar limitations of the Service;<\/span><\/p>\n

(viii) reverse engineer or decompile the Service or access the source code thereof, except as permitted by law;<\/span><\/p>\n

(ix) use the Service for transmitting any unauthorised advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;<\/span><\/p>\n

(x) use the Service for criminal activity or otherwise in violation of the laws applicable to you or us;<\/span><\/p>\n

(xi) use the Service in ways that violate intellectual property rights, business secrets or privacy of third parties, including running unlicensed software on UpCloud servers;<\/span><\/p>\n

(xii) use the Service to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment.<\/span><\/p>\n

14.2. If you wish to use the Service for sending bulk e-mail or other mass communications, you must seek UpCloud\u2019s prior approval for such activities. UpCloud has the right to approve or reject your request at its sole discretion.<\/span><\/p>\n

15. Indemnifications<\/strong><\/h3>\n

15.1. UpCloud will at its own expense defend the Customer against any claim brought against the Customer alleging that the Service infringes the intellectual property rights of a third party, and will pay any damages finally settled or awarded by a competent court of law in a trial to the third party with respect to such claim, provided that the Customer:<\/span><\/p>\n

(i) immediately notifies UpCloud in writing about the claim, and in any case no later than within 30 (thirty) days after receiving the claim;<\/span><\/p>\n

(ii) gives UpCloud the sole control of the defence and all related settlement negotiations in relation to the claim; and<\/span><\/p>\n

(iii) provides UpCloud with reasonable assistance and all information necessary in the defence of the claim, as well as necessary authorisations by the Customer to allow UpCloud to defend or settle the claim on behalf of the Customer.<\/span><\/p>\n

15.2. At any time, if UpCloud reasonably deems that any part of the Service infringes the intellectual property rights of a third party, UpCloud has the right, at its own expense and sole discretion, to:<\/span><\/p>\n

(i) modify the Service or any part of it to eliminate the infringement in such a manner that the modified Service complies with the Agreement; or<\/span><\/p>\n

(ii) procure to the Customer the needed licence to allow for continued use of the Service.<\/span><\/p>\n

If neither of the aforementioned alternatives are reasonably possible, UpCloud has the right to terminate the Agreement and UpCloud will refund the service fees paid for the Service by the Customer less the proportion of the service fees corresponding to the time the Customer has been able to use the Service in accordance with the Agreement.<\/span><\/p>\n

15.3. UpCloud shall not, however, be liable for any infringement of third-party intellectual property rights or claim thereof if the claim:<\/span><\/p>\n

(i) is made by an Affiliate of the Customer;<\/span><\/p>\n

(ii) results from a modification of or an addition to the Service done by the Customer, a User, or any third-party at the Customer\u2019s request;<\/span><\/p>\n

(iii) results\u00a0 from the use of the Service in combination with any product or service not provided or approved by UpCloud;<\/span><\/p>\n

(iv) could have been avoided by using the latest available version of the Service provided by UpCloud; or<\/span><\/p>\n

(v) is not related to the Service, or is related to a part of the Service for which UpCloud is not responsible for pursuant to the Agreement.<\/span><\/p>\n

15.4. If the third-party claimant is adjudged liable or agrees in a settlement to pay a compensation to the Customer, then the Customer shall remit such compensation to UpCloud immediately after receiving it from the third-party claimant.<\/span><\/p>\n

15.5. The Clauses 15.1\u201315.4 above contain UpCloud\u2019s entire liability and the Customer\u2019s sole and exclusive remedy in case the Service infringes on third-party intellectual property rights.<\/span><\/p>\n

15.6. The Customer shall, at its own expense, defend and hold UpCloud harmless against any third-party claims, including investigations by Governmental Authorities, brought against UpCloud (\u201c<\/span>Claim<\/b>\u201d) as a result of any breach of the Agreement by the Customer and\/or User, and indemnify UpCloud against: (i) any damages awarded by a court of law to the third-party claimant; (ii) any liabilities imposed on UpCloud as a result of the Claim; (iii) any settlement costs and fees approved by the Customer and paid by UpCloud to the third-party claimant; and (iv) any costs and expenses (including reasonable attorneys\u2019 fees) suffered or incurred by UpCloud as a result of the Claim.<\/span><\/p>\n

16. Customer Data<\/strong><\/h3>\n

16.1. Customer has the right to designate in which UpCloud data centre the Customer Data is stored (available options in Control Panel). UpCloud shall not transfer Customer Data from the selected data centre without Customer’s explicit request.<\/span><\/p>\n

16.2 As between UpCloud and the Customer, the Customer retains all title and intellectual property rights in and to the Customer Data. You grant UpCloud the right to host, process, and transmit Customer Data solely for the purpose of providing the Service in accordance with the Agreement. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, and for obtaining necessary rights and consents related to Customer Data to allow UpCloud to perform the Service. If you do not have necessary rights or consents related to the Customer Data, you are not allowed to upload or store such Customer Data in the Service. Within a reasonable time after the termination or expiry of the Agreement, or after you have permanently ceased using the Services, UpCloud will delete all Customer Data under your Account, unless UpCloud is obliged to retain copies of the Customer Data pursuant to applicable laws or orders of Governmental Authority.<\/span><\/p>\n

16.3. If the Customer Data contains personal data, the provisions of the DPA shall govern the processing of that personal data by UpCloud.\u00a0 With the exception of obligations relating to the personal data set forth in the DPA, we do not assume any liability with respect to the Customer Data, nor do we endorse any opinion contained in the Customer Data.<\/span><\/p>\n

16.4. You must ensure that the Customer Data does not infringe any third-party intellectual property rights or violate any applicable laws or regulations. You shall not upload or store any Illegal Content, or any infringing, offensive, threatening, libellous, defamatory, or otherwise inappropriate data or content to the Service.<\/span><\/p>\n

16.5. You are responsible for making necessary and appropriate backup copies of the Customer Data stored in the Service. Such backup copies must be stored outside the Service.<\/span><\/p>\n

17. Confidentiality<\/strong><\/h3>\n

17.1. The Parties may exchange Confidential Information during the performance of the Agreement. \u201c<\/span>Confidential Information<\/b>\u201d means any non-public information which is marked as confidential or which should be understood as confidential, irrespective of its form of storage or disclosure, including in particular Customer Data. Any information of or relating to a Party or that Party\u2019s Affiliates, personnel, suppliers, contractors, customers or end-users, which information is obtained or detected by the other Party or processed or generated in the course of providing or receiving the Service shall be deemed Confidential Information of that Party.<\/span><\/p>\n

17.2. All Confidential Information shall remain the property of the disclosing Party, and the receiving Party shall keep it confidential and refrain from using it otherwise than for the purposes of the Agreement. The Parties shall limit access to the Confidential Information within their organisations to only those Affiliates, employees, directors, officers, agents, and advisors (including attorneys, accountants, and consultants) (collectively, \u201c<\/span>Associates<\/b>\u201d) who need to access the Confidential Information for the purposes of the Agreement. The receiving Party shall ensure that its Associates are bound by confidentiality obligations at least as protective as those set forth herein before disclosing any Confidential Information.<\/span><\/p>\n

17.3. The confidentiality obligations herein shall not apply to Confidential Information which:<\/span><\/p>\n

(i) is or becomes known publicly through no wrongful act or omission of the receiving Party;<\/span><\/p>\n

(ii) was known to the receiving Party prior to the disclosure hereunder, and has not been obtained directly or indirectly from the disclosing Party;<\/span><\/p>\n

(iii) is lawfully disclosed to the receiving Party in good faith by a third party having rights therein without restriction on disclosure;<\/span><\/p>\n

(iv) has been approved for release by the disclosing Party; or<\/span><\/p>\n

(v) has been independently developed by the receiving Party without the use of and prior to receiving the Confidential Information from the disclosing Party.<\/span><\/p>\n

17.4. Notwithstanding the above, the receiving Party may disclose Confidential Information to third parties where compelled to do so by law or an order of Governmental Authority. Unless prohibited by law or an order of Governmental Authority, the receiving Party shall take reasonable steps to notify the disclosing Party of such disclosure request or order.<\/span><\/p>\n

17.5. Each Party shall promptly upon termination of the Agreement cease using Confidential Information of the other Party and use reasonable means to destroy such Confidential Information. Each Party shall, however, be entitled to retain the copies of Confidential Information which: (i) the Party is required to retain by applicable laws; and (ii) are generated pursuant to the receiving Party\u2019s electronic backup system if destroying such copies would be unreasonable taking into account the costs and effort required to do so.<\/span><\/p>\n

18. Intellectual Property Rights<\/strong><\/h3>\n

18.1. All title and intellectual property rights pertaining to and in the Service (including all modifications, extensions, customisations, scripts or other derivative works of the Service provided or developed by UpCloud) are exclusive property of UpCloud or its licensors. Any rights in the Service or UpCloud\u2019s intellectual property not expressly granted herein by UpCloud are reserved by UpCloud. Moreover, UpCloud has the right to collect and process aggregated, anonymised data that is derived from and\/or created through the use of the Service by the Customer and\/or its Users, provided that the data does not identify the Customer or any natural person.<\/span><\/p>\n

18.2 The Customer grants UpCloud a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the Service (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by the Customer or any User relating to the operation or functionality of the Service.<\/span><\/p>\n

19. Limitation of Liability<\/strong><\/h3>\n

19.1. Neither Party shall be liable for any indirect or consequential damages, such as loss of profit, sales or business, loss of anticipated savings, loss of goodwill or reputation, loss of use or corruption of software, data or information, purchase of replacing third-party services or products.<\/span><\/p>\n

19.2. UpCloud\u2019s maximum liability under or in connection with the Agreement shall be limited to an amount equal to the aggregate service fees paid by the Customer to UpCloud during the last six (6) months immediately preceding the occurrence of the event giving rise to the liability (\u201c<\/span>Liability Cap<\/b>\u201d). Notwithstanding the above, UpCloud\u2019s maximum liability for damage caused by a breach of the DPA shall be limited to two (2) times the Liability Cap.<\/span><\/p>\n

19.3. The above limitations of liability shall not apply to damage caused intentionally or by gross negligence, or to liability which, under the applicable law, cannot be excluded.<\/span><\/p>\n

19.4. In order to be valid and enforceable, the Customer must present any claims for damages within six (6) months after the occurrence of the event giving rise to the claim.<\/span><\/p>\n

20. Force Majeure<\/strong><\/h3>\n

20.1. Force Majeure is an event that prevents, or makes unduly difficult, the performance of the Service or the fulfilment of the provisions of the Agreement, such as war, rebellion, natural catastrophe, act of government, general interruption in energy distribution or telecommunications, fire, strike, embargoes or sanctions, or another equally significant event independent of a Party. Each Party shall be entitled to suspend its duties without liability thereof in case of Force Majeure affecting the Party either directly or indirectly through its subcontractor.<\/span><\/p>\n

20.2. If a Party is prevented from fulfilling its duties due to Force Majeure for more than 60 (sixty) days, the other Party has the right to terminate the Agreement with immediate effect.<\/span><\/p>\n

21. Export Control and Sanctions<\/strong><\/h3>\n

21.1. The Service may be subject to export control and sanctions laws and regulations of the European Union (EU), United States (US) and any other relevant jurisdictions (\u201c<\/span>Sanctions Regulations<\/b>\u201d), and the Parties agree to comply with such Sanctions Regulations.<\/span><\/p>\n

21.2. You represent and warrant that you (or any of your owners, directors or officers) or the Users are not designated under or targeted by any Sanctions Regulations, and that you are not acting on behalf of any such individual or person.<\/span><\/p>\n

21.3. You are not allowed to use, distribute, transfer or transmit the Service or related technical information (even if incorporated into other services or products) in violation of the Sanction Regulations, and in particular you will not permit any User to access or use the Service in a country or region subject to Sanction Regulations (such as Cuba, Iran, North Korea, Syria or the Crimea Region).<\/span><\/p>\n

22. References<\/strong><\/h3>\n

22.1. Subject to the Customer\u2019s prior written approval, the Customer grants UpCloud a right to use the Customer\u2019s business name and logo as a public reference on UpCloud\u2019s website and in sales and marketing materials.<\/span><\/p>\n

22.2. UpCloud may ask the Customer to participate in a case study about the Customer\u2019s use of the Service. UpCloud is not allowed to publish the case study without the Customer\u2019s prior approval. Provided that the Customer approves the case study, UpCloud shall have a royalty-free, perpetual, worldwide right and licence to reproduce, publish, distribute, and translate the case study, whether in written or recorded form. The case study may be used on UpCloud\u2019s website, UpCloud\u2019s social media channels (such as YouTube, and LinkedIn), and other sales and marketing presentations and materials.<\/span><\/p>\n

23. Termination for Convenience<\/strong><\/h3>\n

23.1 You have the right to terminate the Agreement for any reason by issuing at least five (5) days\u2019 written notice to us and we have the right to terminate the Agreement for any reason by issuing at least 30 (thirty) days\u2019 written notice to you (\u201c<\/span>Notice Period<\/b>\u201d).\u00a0\u00a0<\/span><\/p>\n

23.2 If the Parties have signed a separate fixed-term contract by which you commit to using the Service for a fixed contract period, then the Parties\u2019 right to terminate the Agreement shall be controlled by the terms of that separate contract.<\/span><\/p>\n

23.3 Upon expiry of the Notice Period, the Agreement shall be considered terminated and we will delete all Customer Data under your Account.<\/span><\/p>\n

24. <\/strong>Switching<\/b><\/h3>\n

24.1 To switch to a different data processing service provider or to migrate your exportable data and digital assets to an on-premises ICT infrastructure, you may initiate a managed transition process (the \u201c<\/span>Switching Process<\/b>\u201d).\u00a0<\/span><\/p>\n

24.2 The Switching Process must be initiated by providing us a written notice (the \u201c<\/span>Switching Notice<\/b>\u201d), observing the Notice Period.\u00a0<\/span><\/p>\n

24.3 After the Notice Period, we shall continue to provide the Service for an additional thirty (30) days (the \u201c<\/span>Transitional Period<\/b>\u201d). During the Transitional Period we shall:<\/span><\/p>\n

(i) provide reasonable assistance to you and any authorised third parties in the Switching Process;<\/span><\/p>\n

(ii) support your exit strategy and provide you with the necessary information relating to porting the exportable data and digital assets, which can be found in the Service Descriptions;<\/span><\/p>\n

(iii) act with due care to maintain your business continuity; and<\/span><\/p>\n

(iv) maintain a high level of data security in accordance with applicable laws.<\/span><\/p>\n

24.4 You shall take all reasonable measures to achieve effective switching within the Transitional Period. You are responsible for:<\/span><\/p>\n

(i) migrating the relevant exportable data and digital assets;<\/span><\/p>\n

(ii) the import and implementation of exportable data and digital assets in your own systems or in the systems of the destination provider;<\/span><\/p>\n

(iii) your own actions and for the accuracy of the information provided by you; and<\/span><\/p>\n

(iv) the use of exportable data and digital assets and for its suitability for your own and\/or any authorised third party\u2019s business purposes.\u00a0<\/span><\/p>\n

24.5 You may choose to extend the Transitional Period once, for a period you consider appropriate, however for no longer than six (6) months. In that case, you must notify us in writing before the end of the original Transitional Period and indicate the extended Transitional Period.\u00a0<\/span><\/p>\n

24.6 You may request additional time to retrieve your exportable data and digital assets\u00a0 after the Transitional Period (the \u201c<\/span>Retrieval Period<\/b>\u201d) by stating this request and the length of the Retrieval Period in the Switching Notice. The maximum Retrieval Period is thirty (30) days.<\/span><\/p>\n

24.7 For the avoidance of doubt, the provisions of these Terms of Service shall remain in full force and effect during the Switching Process, including any extension of Transitional Period or optional Retrieval Period, and you shall pay all applicable service fees as long as you have resources running in the Service.<\/span><\/p>\n

24.8 The Agreement shall be considered terminated upon the first occurrence of the following events, after which UpCloud shall delete your Account and all Customer Data thereunder and notify you accordingly:<\/span><\/p>\n

(i) upon your written confirmation that you consider the Switching Process complete; or<\/span><\/p>\n

(ii) upon the expiry of the Transitional Period (including any extensions thereof), unless a Retrieval Period was requested, in which case termination shall occur upon the expiry of the Retrieval Period.<\/span><\/p>\n

24.9 UpCloud shall not be responsible for the integrity of the exportable data and digital assets nor for ensuring that the Customer or any third party authorized by the Customer can use the exportable data and digital assets after the Switching Process.<\/span><\/p>\n

24.10 The information referred to in Article 28(1) of regulation (EU) 2023\/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data (Data Act) is published at: upcloud.com\/global\/data-act.<\/span><\/p>\n

25. <\/strong>Termination for Cause<\/b><\/h3>\n

A Party may terminate the Agreement with immediate effect if the other Party:<\/span><\/p>\n

(i) has materially breached the Agreement and has not remedied the breach within 10 (ten) business days from the receipt of a written notice thereof from the other Party; or<\/span><\/p>\n

(ii) files for bankruptcy or debt rescheduling program, is put into liquidation, or is made subject to any other similar procedures, publicly ceases its payments, or fails to pay its invoices when due.<\/span><\/p>\n

26. Entire Agreement and Amendments<\/b><\/h3>\n

26.1. The Agreement (including all webpages and documents referred to or linked herein) constitutes the entire agreement and supersedes all previous commitments between the Parties in respect of the provision of the Service.<\/span><\/p>\n

26.2. All amendments to the Agreement must be made in writing. We have the right to modify these Terms by posting a revised version of the Terms on UpCloud\u2019s website. If we consider the revision to be material, we will notify you in writing at least 30 (thirty) days before the revision will be effected and reserve you a possibility to terminate the Agreement, unless the revision is implemented due to changes in legislation, in which case we may effect it without an advance notice. If you continue using the Service, you will be deemed to have accepted the revised Terms as part of the Agreement.<\/span><\/p>\n

27. Non-Waiver<\/strong><\/h3>\n

A failure by either Party to enforce any provision of the Agreement will not be deemed to constitute a present or future waiver of such provision. All waivers must be made in writing.<\/span><\/p>\n

28. Assignment and Third-Party Beneficiaries<\/strong><\/h3>\n

28.1. Neither Party may transfer the Agreement without the other Party\u2019s prior written consent (which may not be unreasonably withheld). However, such consent shall not be required if: (i) UpCloud transfers the Agreement, in whole or in part, to any of UpCloud\u2019s Affiliates; (ii) UpCloud (or its future assignee) transfers the right to receive payments and related rights due by the Customer under the Agreement; or (iii) UpCloud transfers the Agreement to a third party in connection with the purchase of all or substantially all of UpCloud\u2019s business or assets or any deemed transfer by UpCloud by reason of merger, consolidation, change-in-control or corporate reorganisation. UpCloud has the right to use its Affiliates and other qualified subcontractors to provide the Service to the Customer, provided that UpCloud remains responsible to the Customer for the performance of the subcontractors.<\/span><\/p>\n

28.2. The Customer\u2019s obligations towards UpCloud and the provisions regarding UpCloud\u2019s limitations of liability are in place also for the benefit of UpCloud\u2019s Affiliates, subcontractors, personnel and owners. Otherwise the Agreement does not create any third-party beneficiary rights in any third party.<\/span><\/p>\n

29. Severability<\/strong><\/h3>\n

If any provision of the Agreement is ruled unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement 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.<\/span><\/p>\n

30. Notices<\/strong><\/h3>\n

30.1. All notices and approvals under this Agreement must be in writing and must be:<\/span><\/p>\n

(i) delivered by courier or registered mail to the party\u2019s registered business address; or<\/span><\/p>\n

(ii) sent by email to the following addresses (or another address substituted by the party):<\/span><\/p>\n

UpCloud: to: <\/span>support@upcloud.com<\/span><\/a>, cc: <\/span>legal@upcloud.com<\/span><\/a>\u00a0<\/span><\/p>\n

Customer: the customer contact email provided when creating the Account.<\/span><\/p>\n

30.2. Notices of Illegal Content submitted pursuant to EU Digital Services Act (Regulation 2022\/2065 of 19 October 2022) (\u201c<\/span>DSA Notice<\/b>\u201d) must be sent by email to: <\/span>abuse@upcloud.com<\/span><\/a> or through another mechanism facilitated by UpCloud. The DSA Notice must contain: (i) explanation of the reasons why the information in question is considered to be Illegal Content; (ii) the electronic location of that information (e.g. URL), that allows UpCloud to identify the information; and (iii) the name and email address of the individual or entity submitting the DSA Notice.<\/span><\/p>\n

30.3. This Section 30 does not apply to the service of any proceedings or other documents in any legal action, arbitration or any other method of dispute resolution.<\/span><\/p>\n

31. Governing Law and Arbitration<\/strong><\/h3>\n

31.1. The Agreement will be governed by the substantive laws of Finland, with the exception of any conflict of law principles. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland, and the language of the arbitration shall be English.<\/p>\n

31.2. Notwithstanding the above, UpCloud may file any debt collection action against the Customer for any outstanding amounts payable by the Customer under the Agreement in any court of competent jurisdiction in the Customer\u2019s domicile.<\/p>\n

\n

Data Processing Agreement<\/h2>\n<\/section>\n

1. Scope<\/strong><\/h3>\n

1.1. This Data Processing Agreement (\u201c<\/span>DPA<\/b>\u201d) is an integral part of the Agreement between UpCloud and the Customer.<\/span><\/p>\n

1.2. If the Customer Data contains personal data, the provisions of this DPA shall govern the processing of that personal data by UpCloud.<\/span><\/p>\n

2. Definitions<\/strong><\/h3>\n

Unless otherwise defined, the capitalised terms defined in the Terms of Service shall have the same meaning when used herein. In this DPA the following terms shall have the meanings set out below:<\/span><\/p>\n

\u201c<\/span>End-Customer<\/b>\u201d means an end-customer of the Customer, who has engaged the Customer to process personal data regarding which the End-Customer is data controller, in which case the Customer acts a data processor towards the End-Customer and UpCloud acts as a subprocessor of the Customer:<\/span><\/p>\n

\u201c<\/span>Data Breach<\/b>\u201d means a breach of security attributable to the acts or omissions of UpCloud leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Relevant Personal Data;<\/span><\/p>\n

\u201c<\/span>Data Protection Laws<\/b>\u201d means the data protection and privacy laws and regulations applicable to the processing of Relevant Personal Data under this DPA, including EU Regulation 2016\/679 of the European Parliament and of the Council (\u201cGDPR\u201d);<\/span><\/p>\n

\u201c<\/span>personal data<\/b>\u201d, \u201c<\/span>processing<\/b>\u201d, \u201c<\/span>data controller<\/b>\u201d, \u201c<\/span>data processor<\/b>\u201d, and \u201c<\/span>data subject<\/b>\u201d have the same meaning as in the Data Protection Laws;<\/span><\/p>\n

\u201c<\/span>Relevant Personal Data<\/b>\u201d means the personal data controlled by the Customer, or, as the case may be, an End-Customer, and processed by UpCloud on behalf of the Customer pursuant to the Agreement;<\/span><\/p>\n

\u201c<\/span>Supervisory Authority<\/b>\u201d means (i) an independent public authority which is established by an EU\/EEA member state pursuant to Article 51 of GDPR; and (ii) any similar regulatory authority responsible for the enforcement of Data Protection Laws.<\/span><\/p>\n

3. Processing of Personal Data<\/strong><\/h3>\n

3.1. Details of Processing:<\/span><\/p>\n

a) Subject matter<\/b>: Processing of Relevant Personal Data in order to provide the Service pursuant to the Agreement.<\/span><\/p>\n

b) Duration<\/b>: For as long as the Customer uses the Service in a manner that entails the processing of Relevant Personal Data by UpCloud.<\/span><\/p>\n

c) Purpose<\/b>: The provision of the Service ordered by the Customer.<\/span><\/p>\n

d) Nature of the processing<\/b>: Compute, storage and\/or other Service described in the Agreement that the Customer may order under the Agreement.<\/span><\/p>\n

e) Type of personal data<\/b>: The Customer controls which types of personal data the Customer enters into the Service.<\/span><\/p>\n

f) Categories of data subjects<\/b>: The categories of data subjects may include the Customer\u2019s, or, if applicable, End-Customers\u2019 employees, job applicants, directors, agents, contractors, suppliers, customers, clients, and\/or end-users.<\/span><\/p>\n

3.2. UpCloud processes certain personal data also as data controller. Such personal data may include, inter alia, data of the Customer\u2019s contact persons, users of the Services, credit card information, and other personal data of the Customer\u2019s personnel which UpCloud processes in order to provide the Services, collect payments, and maintain and develop the customer relationship. Processing of this type of personal data is outside the scope of this DPA. For more information on how UpCloud processes personal data as data controller, please see UpCloud\u2019s Privacy Notice available on UpCloud\u2019s website at<\/span> https:\/\/upcloud.com\/global\/<\/span><\/a>.<\/span><\/p>\n

4. General Obligations of the Customer<\/strong><\/h3>\n

4.1. The Customer shall comply with the Data Protection Laws and warrants that the Customer is, and for the duration of this DPA remains, in compliance with all responsibilities set for data controllers or data processors (as applicable) under Data Protection Laws towards data subjects, UpCloud, and, where applicable, the End-Customers.<\/span><\/p>\n

4.2. If the Customer acts as data controller of the Relevant Personal Data, the Customer shall be responsible for the lawful collection, processing and use, and for the accuracy of the Relevant Personal Data, as well as for preserving the rights of the data subjects concerned, and the Customer shall be responsible for informing the data subjects about the processing of their personal data by UpCloud, and shall obtain the needed consents from the data subject, if necessary.<\/span><\/p>\n

4.3. The Customer shall ensure that the Customer is entitled to process the Relevant Personal Data and to disclose, transfer or otherwise make it available to UpCloud for lawful processing hereunder. The Customer acknowledges that due to the nature of the Service, UpCloud cannot control and has no obligation to verify what types of personal data the Customer transfers to UpCloud for processing in connection with the Service.<\/span><\/p>\n

5. General Obligations of UpCloud<\/strong><\/h3>\n

5.1. UpCloud shall process the Relevant Personal Data in accordance with (i) the Data Protection Laws, (ii) this DPA, (iii) the Agreement, and (iv) the Customer\u2019s documented processing instructions set out in this DPA or given otherwise, provided that any processing instructions issued by the Customer outside this DPA solely pertain to: (a) changes in the Data Protection Laws and\/or guidance of the Supervisory Authority, European Data Protection Board or other similar competent authority, or (b) decision or court order issued by a competent court. Without prejudice to the above, further processing instructions may also be issued otherwise as mutually agreed in writing by the Parties.<\/span><\/p>\n

5.2. Without prejudice to Article 28(3) of GDPR, UpCloud shall not be obliged to verify whether any processing instructions issued by the Customer are compliant with the Data Protection Laws, as the Customer is responsible for such compliance verification of its processing instructions. Nonetheless, if UpCloud detects that any processing instructions issued by the Customer are non-compliant with the Data Protection Laws, UpCloud shall inform the Customer thereof.<\/span><\/p>\n

5.3. UpCloud shall not use the Relevant Personal Data for any other purposes other than that of providing the Service, and shall not process, transfer, modify, amend, assert liens or other right over or alter the Relevant Personal Data. UpCloud shall not disclose or permit the disclosure of the Relevant Personal Data to any third party without the Customer\u2019s prior written approval, unless such disclosure is required by applicable laws or an order of Governmental Authority, in which case UpCloud shall, to the extent legally permitted, inform the Customer of the disclosure.<\/span><\/p>\n

6. UpCloud\u2019s Assistance Obligations<\/strong><\/h3>\n

6.1. <\/span>Data Subject Requests:<\/b> UpCloud agrees to reasonably and insofar as practically possible assist the Customer in the fulfilment of the Customer\u2019s, and where applicable, End-Customer\u2019s, obligations (as a data controller in each case) under the Data Protection Laws to respond to requests for exercising data subject rights established under the Data Protection Laws by forwarding any such requests to the Customer upon receiving them.\u00a0 The Customer shall use the control\u00a0 functions of the Service, such as the Control Panel, in fulfilling such requests, if needed.<\/span><\/p>\n

6.2. <\/span>Other Assistance:<\/b> UpCloud shall further provide the Customer with commercially reasonable assistance in enabling compliance with the Customer\u2019s, and where applicable, End-Customer\u2019s (as a data controller in each case), obligations: (i) to perform data protection impact assessments, (ii) to prepare data breach notifications, and (iii) to carry out prior consultations of the competent Supervisory Authority, as set out in the applicable Data Protection Laws, taking into account the nature of the processing and the information available to UpCloud.<\/span><\/p>\n

6.3. If the Customer requires assistance from UpCloud, UpCloud shall be entitled to a reasonable remuneration for providing the assistance. The amount of remuneration will be agreed upon between the Parties in advance.<\/span><\/p>\n

7. UpCloud\u2019s Personnel<\/strong><\/h3>\n

7.1. UpCloud shall ensure that its personnel (including its subprocessors\u2019 personnel) who process the Relevant Personal Data:<\/span><\/p>\n

(i) process the Relevant Personal Data in accordance with the Customer\u2019s written instructions and only for the purposes allowed under this DPA;<\/span><\/p>\n

(ii) are informed of the confidential nature of the Relevant Personal Data and are aware of UpCloud\u2019s obligations under this DPA;<\/span><\/p>\n

(iii) are under confidentiality undertakings or an appropriate statutory obligation of confidentiality; and<\/span><\/p>\n

(iv) have undertaken appropriate training in relation to the processing of the Relevant Personal Data.<\/span><\/p>\n

8. Security Measures<\/strong><\/h3>\n

8.1. UpCloud and the Customer shall implement and maintain appropriate technical and organisational security measures to protect the Relevant Personal Data within their areas of responsibility, in order to safeguard the Relevant Personal Data against unauthorised or unlawful processing or access and against accidental loss, destruction or damage. Such measures include where necessary and appropriate, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons the following measures:<\/span><\/p>\n

(i) access right controls to systems containing the Relevant Personal Data;<\/span><\/p>\n

(ii) the pseudonymisation and encryption of the Relevant Personal Data;<\/span><\/p>\n

(iii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;<\/span><\/p>\n

(iv) the ability to restore the availability and access to the Relevant Personal Data in a timely manner in the event of a physical or technical incident; and<\/span><\/p>\n

(v) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.<\/span><\/p>\n

9. Subprocessors<\/strong><\/h3>\n

9.1. UpCloud is entitled to use subprocessors in the provision of the Service. The subprocessors approved by the Customer are listed in <\/span>Appendix 1<\/span> hereto. The subprocessors actually used by UpCloud depend on the Services ordered by the Customer, as described in <\/span>Appendix 1<\/span>.\u00a0<\/span><\/p>\n

9.2. UpCloud ensures that the engaged subprocessors are properly qualified, are under a data processing agreement with UpCloud, and comply with data processing obligations similar to the ones which apply to UpCloud under this DPA. UpCloud shall be liable towards the Customer for the processing of Relevant Personal Data carried out by UpCloud\u2019s subprocessors.<\/span><\/p>\n

9.3. UpCloud is entitled to change its subprocessors. UpCloud shall inform the Customer regarding changes (additions or replacements) in the subprocessors by providing at least 30 (thirty) days\u2019 advance notice, giving the Customer the opportunity to object to such change. The Customer may object to the change by providing a written notice thereof to UpCloud within thirty (30) days after being informed of the change. In such case, the Parties shall strive to find an alternative solution. If such a solution is not found, the Customer may terminate the Agreement without any liability to UpCloud.<\/span><\/p>\n

10. International Transfers<\/strong><\/h3>\n

10.1. The Customer may choose in which UpCloud data centre(s) the Relevant Personal Data will be processed. Some of the data centres are located outside the European Economic Area (\u201c<\/span>EEA<\/b>\u201d). UpCloud shall not move the Relevant Personal Data from the selected data centre unless explicitly instructed to do so by the Customer.<\/span><\/p>\n

10.2. The Customer authorises UpCloud to transfer the Relevant Personal Data outside the EEA to its subprocessors, if and only to the extent such transfers are necessary for the provision of the Service ordered by the Customer. If the Relevant Personal Data needs to be transferred outside the EEA in a country that is not recognised by the European Commission as providing adequate level of protection for personal data, then the Customer accepts that UpCloud performs the international transfer of the Relevant Personal Data in accordance with the Standard Contractual Clauses adopted by the European Commission (processor-to-processor module) entered into by UpCloud (as data exporter) and the relevant subprocessor (as data importer).<\/span><\/p>\n

11. Audits<\/strong><\/h3>\n

11.1. Upon written request of the Customer, UpCloud agrees to make available to the Customer and, where relevant, to the End-Customer, the information necessary to demonstrate compliance with this DPA, and allow for and contribute to audits by the Customer or an established third-party auditor approved by UpCloud (such approval not to be unreasonably withheld) and agreed by both Parties (\u201c<\/span>Mandated Auditor<\/b>\u201d), of UpCloud\u2019s systems and premises where the processing of Relevant Personal Data takes place, in order to assess UpCloud\u2019s compliance with this DPA. UpCloud shall permit the Customer, or, where relevant, a Mandated Auditor to inspect and audit UpCloud\u2019s relevant records solely pertaining to the Relevant Personal Data, and to inspect and audit processes and systems related to the processing of the Relevant Personal Data. UpCloud agrees to co-operate in respect of such audits. All audits by the Customer, or, where relevant, by Mandated Auditor are subject to a thirty (30) days\u2019 prior written notice.<\/span><\/p>\n

11.2. Where an audit may lead to the disclosure of business or trade secrets of UpCloud (or its Affiliates or other customers) or otherwise pose a threat to intellectual property rights of UpCloud, the Customer shall employ a Mandated Auditor to carry out such audit. Whenever a Mandated Auditor is used, the Customer shall procure such Mandated Auditor\u2019s acceptance to be bound to confidentiality to UpCloud\u2019s benefit by way of such confidentiality undertaking as accepted by UpCloud.<\/span><\/p>\n

11.3. Unless otherwise agreed between the Parties, the Customer is allowed to conduct one (1) audit in every twelve (12) months. Any audit must be conducted during the normal business hours of UpCloud and in a way that does not cause substantial disturbance to UpCloud\u2019s business operations. The Customer shall bear all costs and expenses relating to the audits conducted hereunder and pay a reasonable compensation to UpCloud for the work required to assist in the audits.<\/span><\/p>\n

12. Data Breaches<\/strong><\/h3>\n

12.1. UpCloud shall notify the Customer without undue delay after becoming aware of any Data Breach, providing the Customer with sufficient information which allows the Customer to meet its obligations to report a Data Breach under the Data Protection Laws. Such notification shall at a minimum:<\/span><\/p>\n

(i) describe the nature of the Data Breach, including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of Relevant Personal Data records concerned;<\/span><\/p>\n

(ii) communicate the name and contact details of UpCloud\u2019s contact point where more information can be obtained; and<\/span><\/p>\n

(iii) describe the measures taken by UpCloud to address the Data Breach, including, where appropriate, measures to mitigate its possible adverse effects.<\/span><\/p>\n

12.2. UpCloud shall cooperate with the Customer and, where relevant, the End-Customer, and take commercially reasonable steps to assist in the investigation, mitigation and remediation of the Data Breach.<\/span><\/p>\n

13. Deletion and Return of Personal Data<\/strong><\/h3>\n

13.1. For deletion and return of the Relevant Personal Data, the Customer shall primarily use the functionalities of the Service through the Control Panel.<\/span><\/p>\n

13.2. The Customer agrees that within a reasonable time after the termination or expiry of the Agreement, or after the Customer has permanently ceased to use the Services, UpCloud shall delete and procure deletion of all copies of the Relevant Personal Data processed by UpCloud or any subprocessor, unless UpCloud is obliged to retain copies of the Relevant Personal Data pursuant to applicable laws or orders of Governmental Authority.<\/span><\/p>\n

14. Liability<\/strong><\/h3>\n

14.1. Each Party\u2019s liability for: (i) damages incurred by a data subject and (ii) administrative fines imposed by a Supervisory Authority, in connection with the processing of the Relevant Personal Data under this DPA shall be defined in accordance with Articles 82 and 83, respectively, of the GDPR, or another corresponding and applicable provision of compulsory Data Protection Laws.<\/span><\/p>\n

14.2. Otherwise the Parties\u2019 liability for a breach of the DPA shall be subject to Section 19 (Limitation of Liability) of the main body of the Terms of Service.<\/span><\/p>\n

15. Term<\/strong><\/h3>\n

15.1. This DPA remains in force until UpCloud ceases to process the Relevant Personal Data pursuant to the Agreement, whereafter this DPA shall automatically expire.<\/span><\/p>\n


\n<\/b>APPENDIX 1 \u2013 UpCloud Subprocessors<\/strong><\/h3>\n

UpCloud may utilise its Affiliates (some of which are located outside the EEA) in the provision of the Service, as may be necessary for the provision of the Services ordered by the Customer.<\/span><\/p>\n

UpCloud\u2019s Operations Team members may need to work with or handle resources containing Customer Data when maintaining UpCloud\u2019s data centre infrastructure or resolving issues reported by the Customer (e.g. moving storages from one physical host machine to another physical host machine in the same data centre). As the Article 4 of the GDPR provides a very extensive definition for \u2018processing\u2018, such actions can be deemed as processing under the GDPR even though they do not entail accessing the Customer Data. Therefore UpCloud considers some of its Affiliates as subprocessors regardless of the data centre(s) the Customer has selected. However, UpCloud personnel will never take actions to access the Customer Data, unless specifically requested by and agreed in advance with the Customer.<\/span><\/p>\n

The following tables describes in which cases UpCloud Affiliates will be utilised in the provision of the Services:<\/span><\/p>\n\n\n\n
UpCloud data centres within the European Union (FI-HEL1, FI-HEL2, DE-FRA1, DK-CPH1, ES-MAD1, NL-AMS1, NO-SVG1, PL-WAW1, SE-STO1) are operated directly by UpCloud Oy, and no subprocessors will be utilised in connection with these data centres.<\/span><\/p>\n

 <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n<\/colgroup>\n\n\n\n\n\n\n\n\n
UpCloud Subprocessors<\/b><\/td>\n<\/tr>\n
COMPANY NAME<\/b><\/td>\nDOMICILE<\/b><\/td>\nSERVICES<\/b><\/td>\n<\/tr>\n
UpCloud Asia Pte. Ltd<\/b><\/p>\n

(100% owned by UpCloud Oy)<\/span><\/td>\n

Singapore<\/span><\/td>\n\n
    \n
  • Carries out support and maintenance operations for data centres outside the European Union.<\/span><\/li>\n
  • Will be used in the provision of the Cloud Infrastructure Services, if the Customer chooses to deploy server(s) in SG-SIN1 (Singapore) data centre.<\/span><\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
UpCloud UK Ltd<\/b><\/p>\n

(100% owned by UpCloud Oy)<\/span><\/td>\n

United Kingdom<\/span><\/td>\n\n
    \n
  • Carries out support and maintenance operations for data centres outside the European Union.<\/span><\/li>\n
  • Will be used in the provision of the Cloud Infrastructure Services, if the Customer chooses to deploy server(s) in UK-LON1 (United Kingdom) data centre.<\/span><\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
UpCloud USA Inc.<\/b><\/p>\n

(100% owned by UpCloud Oy)<\/span><\/td>\n

United States<\/span><\/td>\n\n
    \n
  • Carries out support and maintenance operations for data centres outside the European Union.<\/span><\/li>\n
  • Will be used in the provision of the Cloud Infrastructure Services, if the Customer chooses to deploy server(s) in US-NYC1, US-CHI1 or US-SJO1 (United States) data centres.<\/span><\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
UpCloud Asia Pacific Pty Ltd<\/b><\/p>\n

(100% owned by UpCloud Oy)<\/span><\/td>\n

Australia<\/span><\/td>\n\n
    \n
  • Will be used in the provision of the Cloud Infrastructure Services, if the Customer chooses to deploy server(s) in AU-SYD1 (Australia) data centre.<\/span><\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

Service Level Agreement<\/h2>\n

1. Scope.<\/b> This service level agreement (\u201c<\/span>SLA<\/b>\u201d) is an integral part of the Agreement between UpCloud and the Customer. This SLA does not apply to: (i) Free Trials; (ii) UpCloud website; (iii) APIs of the Service; and (iv) the Control Panel.<\/span><\/p>\n

2. Service Guarantee.<\/b> Subject to the exemptions set out in Sections 1 and 8 of this SLA, we will guarantee you the availability of the Services. For all unscheduled interruptions in the provision of the Service that last longer than five (5) minutes, you will be entitled to an SLA-compensation in accordance with this SLA. The availability guarantee is applied on a per Service-item basis and is not applicable to such Service-items that are not directly affected by the interruption. For example, if you have five virtual servers and one of them is unavailable, the SLA-compensation will be calculated based on that one server\u2019s downtime and not based on your entire Service portfolio.<\/span><\/p>\n

3. Scheduled Interruptions.<\/b> We will notify you by e-mail or by publishing a notice on UpCloud\u2019s website about scheduled interruptions in the provision of the Service at least 24 hours prior to the interruption, with the exception of important security updates and patches which we may deploy without prior notice.<\/span><\/p>\n

4. Error Notifications.<\/b> If you detect an interruption in the Service, you have to notify us by sending an e-mail to outages@upcloud.com. The interruption in the Service is deemed to begin when the failure starts to affect your use of the Service, and to end when the failure has been corrected. We will maintain a system status page at<\/span> https:\/\/status.upcloud.com\/<\/span><\/a> where we will post information about identified interruptions and their resolution status.<\/span><\/p>\n

5. Payment of Compensation.<\/b> If you are eligible for an SLA-compensation under this SLA, you must claim the SLA-compensation within 15 (fifteen) days after the failure has been corrected by contacting our Support Team at support@upcloud.com and requesting the SLA-compensation. Unless otherwise agreed, the SLA-compensation will be deposited to your Account in the form of Credits and it may not be exchanged for cash or other forms of payment. Any SLA-compensation under \u20ac50 (fifty) will be issued exclusively as Credits, regardless of the Customer’s payment model.<\/span><\/p>\n

6. Amount of SLA-compensation.<\/b> The amount of the SLA-compensation will be 50 (fifty) times UpCloud\u2019s service fees charged for the interrupted Service-item allocated for the period of time when the use of that Service-item was interrupted. The maximum SLA-compensation for an individual interruption shall be limited to an amount equal to the service fees charged by UpCloud for the interrupted Service-item during 30 (thirty) calendar days immediately preceding the interruption. The total sum of aggregated SLA-compensations during any 12-month period shall be limited to an amount equal to the average monthly service fee charged by UpCloud for the interrupted Service during that 12-month period multiplied by 2,5.<\/span><\/p>\n

7. Sole Remedy.<\/b> The SLA-compensation set out above will be your sole remedy and compensation for any interruptions in the Service. In case of a disagreement over the amount of the SLA-compensation payable to the Customer, UpCloud\u2019s decision on the issue will be binding on the Parties until and unless a competent court rules otherwise.<\/span><\/p>\n

8. Exemptions from Service Guarantee.<\/b> The following situations will be exempt from UpCloud\u2019s service guarantee and thus not subject to SLA-compensation:<\/span><\/p>\n

    \n
  1. Scheduled interruptions and deployment of important security updates and patches.<\/span><\/li>\n
  2. Force Majeure events.<\/span><\/li>\n
  3. Failures caused by errors in Third-Party Products utilised by the Customer within the Service.<\/span><\/li>\n
  4. Failures in products or services which are not part of the Service or provided by UpCloud.<\/span><\/li>\n
  5. Failures caused by the Customer\u2019s actions contrary to user instructions or resulting from the Customer\u2019s operating systems or application software used within the Service.<\/span><\/li>\n
  6. Interruptions in the Service relating to the Customer\u2019s violation of or failure to comply with these Terms or a User\u2019s violations of the Acceptable Use Policy.<\/span><\/li>\n
  7. Failures caused by hostile actions of third parties, such as denial-of-service attacks.<\/span><\/li>\n
  8. Interruptions relating to actions UpCloud is obliged to take pursuant to applicable laws or Governmental Authority\u2019s orders.<\/span><\/li>\n
  9. Interruptions resulting from the Customer not having sufficient balance of Credits on the Account for the use of the Service at the time of the interruption.<\/span><\/li>\n<\/ol>\n<\/section>\n
    \n

    Acceptable Use Policy<\/h2>\n

    1. Scope.<\/b> This acceptable use policy (\u201c<\/span>AUP<\/b>\u201d) is an integral part of the Agreement between UpCloud and the Customer. The Customer must ensure that all Users comply with this AUP.<\/span><\/p>\n

    2. User Instructions.<\/b> The Customer and the Users must follow all user instructions concerning the use of the Service made available to them by UpCloud.<\/span><\/p>\n

    3. Customer\u2019s Legal Compliance.<\/b> You must comply with all laws and regulations applicable to you and your use of the Service. Moreover, you undertake to fulfil your contractual obligations towards third parties to the extent such obligations relate to your use of the Service (for example, you have to comply with the licence terms of any third-party software you use within the Service).<\/span><\/p>\n

    4. Illegal, Harmful, Offensive or Disruptive Use of Services.<\/b> You are not allowed to use the Service for any illegal, harmful, offensive or disruptive purposes (which will be deemed by UpCloud in its sole discretion). If you are uncertain whether or not your intended use of the Service could be deemed illegal, offensive or disruptive, you can contact UpCloud in advance and request permission for your intended use.<\/span><\/p>\n<\/section>\n

    Below are examples of actions and content which UpCloud considers to be illegal, harmful, offensive or disruptive (the list is not exhaustive):<\/span><\/p>\n

    A. Illegal, Harmful or Fraudulent Activities<\/b><\/p>\n