{"service":{"name":"OVH","url":"https://www.ovh.ie/support/contracts/","lang":"ENG","sector":"Cloud storage","hq":"France","hq_category":"EU","is_public":"Public","is_paid":"Paid","date":"11.06.2020"},"document":{"title":"","text":" \n1/18 \nGENERAL TERMS OF SERVICE \nLatest version dated 11 June 2020 \n \nThe purpose of the present General Terms of Service is to define the terms and conditions for the provision \nand use of OVHcloud Services.  \nThese General Terms of Service form, together with the applicable Specific Terms of Service and all of the \ndocuments which they make reference to, constitute a single contract (hereinafter the “Contract”) between \nOVH HOSTING LIMITED, headquartered at Enterprise House, O’Brien Rd, Carlow,   and registered under \nnumber 468585 (hereafter known as “OVHcloud”), and any physical or legal person, consumer or business, \ngoverned by private or public law, creating a Client Account on the OVHcloud Website (hereafter known as \nthe “Client” or “Customer”). The Client and OVHcloud are individually and jointly known as the “Party” or \n“Parties”, respectively.  \nExpressions beginning with an upper-case letter are defined within the present General Terms of Service, or \nin the OVHcloud Glossary, available on the OVHcloud Website and hereafter in the Article 12. \n \nARTICLE 1: ORDERING SERVICES \n1.1. Client Account.  To be able to order OVHcloud Services, the Client must have a valid Client Account. \nThe Client creates its Client Account online within the OVHcloud Website. The Client shall provide all the \nrequired information (email address, name, address, bank details, etc.), and undertakes that all of the \ninformation thus provided is correct and up to date throughout the entire duration of the Contract. When a \nClient Account is created and used by a third party, such person shall be considered as acting in the name \nand on behalf of the Client and having full power and authority to enter into and perform this Contract on \nbehalf of the Client.  \n \n1.2. Activation of the Client Account. Prior to the activation of the Client Account, as well as at any time \nwhile the Contract is in effect, OVHcloud reserves the right to verify the accuracy of the information sent by or \nfor the Client Account, and to request supporting documents from the Client. OVHcloud reserves the right \nnot to activate, or to deactivate, the Client Account in the event that any of the information provided by the \nClient is incomplete, inaccurate, or fraudulent.  \n \n1.3. Orders.  Once its Client Account has been activated by OVHcloud, the Client can order Services. \nDepending on Services, Orders can be sent using the OVHcloud Website and/or directly using the Client’s \nManagement Interface and/or using an API which OVHcloud may provide for said purpose. The Client is solely \nresponsible for the management of its Client Account and associated authentication credentials (user \nnames, passwords, etc.). Any Order for Services sent from the Client Account is deemed to have been \nsubmitted by the Client and is binding on the Client. The terms and timescales for the provision of Services \nvary depending on the Service ordered. Some Services are made available only upon receipt by OVHcloud of \npayment from the Client in advance for the relevant Services. It is the responsibility of the Client to ensure \nthat the delivery terms for the ordered Services meet its needs.  \nARTICLE 2: SERVICES \n2.1. Applicable Terms of Service.  The provision and use of the Services are governed by these General \nTerms of Service, the Data Processing Agreement, the Specific Terms of Services applicable to the concerned \nServices, any other conditions referred by the General Terms of Services and Specific Terms of Service, such \nas Third Party Product Terms of Use and OVHcloud Deontological Charter, along with any other information \ngiven to the Client during the Order (“Terms of Service”). The use of Third Party Products (such as software \nprograms, systems, applications, etc.) provided by OVHcloud in the provision of the Services may be subject \nto specific terms of use (referred to as Third Party Product Terms of Use). The Special Terms of Service, and \n\n \n2/18 \nthe Third Party Product Terms of Use supplement these General Terms of Service. In the event of \ncontradiction, the Specific Terms of Service, as well as the General Terms of Service, shall prevail over the \nThird Party Product Terms of Use. The General Terms of Service in effect are available on the OVHcloud \nwebsite , and may be sent to the Client upon request addressed to OVHcloud Support. The Terms of Service \nmay vary depending on the country where the Services are located. \n \n2.2. Information related to the Services.  OVHcloud makes available to the Client via the OVHcloud \nWebsite, online resources which enable the Client to be informed of the characteristics of the Services \noffered. These resources may include, in particular, (a) information regarding various available features, \nconfigurations, options and ranges and(b) documentation, technical guides and/or examples (or use cases) \non using the Services so as to facilitate better understanding and use of the Services. The Client may obtain \nadditional information regarding the Services by contacting OVHcloud Support in accordance with article 4 \nbelow. In cases where OVHcloud offers Services which comply with known standards or specific regulations \nwhich apply to certain activities, OVHcloud shall communicate its scope of responsibility as well as the \nconditions in which OVHcloud complies with said standards or regulations.  \n \n2.3. OVHcloud commitments and obligations. OVHcloud undertakes to exercise reasonable care and skill \nin providing Services in accordance with the characteristics, terms and levels of Service stated in the \nContract. In particular, OVHcloud agrees to exercise reasonable skill and care in keeping in place a \ncompetent team responsible for assisting the Client and handling Incidents (“OVHcloud Support”) and \nensuring the availability and security of Services in accordance with the applicable terms and performance \nlevels.  \n \n2.4. Subcontracting. Subject to the provisions of the Data Processing Agreement, OVHcloud may \nsubcontract all or part of the Services to its Affiliates. Within the scope of the Contract, OVHcloud may freely \nrecourse to third parties (such as energy providers, network providers, network interconnection point \nmanagers or collocated datacenters, material and software providers, carriers, technical providers, security \ncompany), without having to inform the Client or sollicitate it prior approval. However, subject to \ncontradictory provisions of Specific Terms of Service in effect or Client’s specific agreement, no performance \nimplying access to the Content stored by the Client within the scope of the Services shall be subcontracted \noutside of OVHcloud Group. OVHcloud shall in all cases remain primarily liable for the provision of the \nsubcontracted Services.  \nARTICLE 3: TERMS OF USE OF THE SERVICES  \n3.1. Compliance with the Terms of Service. The Client agrees to order and use the Services in accordance \nwith the Terms of Service in effect. The Services must be used in good faith. In particular, the Client \nundertakes to comply with these General Terms of Service, the Specific Terms of Service, the Data Processing \nAgreement and the applicable Third Party Product Terms of Use, as well as any information communicated \nto the Client at the time of the Order. When using the Services on behalf of a third party, or authorizing a third \nparty to use the Service, the Client undertakes to communicate the relevant terms to that third party and \nprocure compliance of the same by the relevant third party. \n \n3.2. Selection of Services.  Before ordering and using the Services, the Client shall familiarize itself with all \nof the applicable Terms of Services (in particular, the Specific Terms of Service and the Third Party Product \nTerms of Use), and study all of the documentation, configuration, options and ranges of services available, in \norder to select Services and characteristics suited to the Client's needs and those of the third parties for \nwhom or on whose behalf the Services will be used. In particular, the Client shall verify that the Services are \nsuited to the legal and regulatory requirements applicable to the activities performed within the scope of the \nuse of the Services. In order to obtain any additional information regarding the Services, the Client may \ncontact OVHcloud Support as set out in article “OVHcloud Support” hereafter. The terms and characteristics \nof the Services shall be updated regularly. The Client is responsible to take note of these updates, \nparticularly when placing new orders.  \n\n \n3/18 \n \n3.3. Connection. To use the Services, the Client must ensure that it has access to a remote connection (such \nas the Internet or a private network), which it is solely responsible for and bears the costs of. The Client is \nhereby informed that the Internet presents technical hazards and security risks that are external to the \ntechnical measures employed by OVHcloud in the provision of the Services. OVHcloud shall not be held liable \nfor any faults by Internet access providers or other third party data transport networks (including but not \nlimited to lack of reliability of connection lines, bandwidth fluctuations, connection interruptions, etc.), nor \nfor the consequences of said faults, particularly in cases when they result in the unavailability or \ndiscontinuity of the Services.  \n \n3.4. Means of authentication.  The Client is responsible for the management and confidentiality of the \nnecessary means of authentication for connecting to and using the Services. The Client shall ensure that the \nUsers are knowledgeable of and follow standard practices which enable them to maintain the confidentiality \nof their authentication credentials. The Client is solely responsible for any consequences which may arise \nfrom the loss, disclosure, or fraudulent or illicit use of the authentication credentials provided to Users. \nOVHcloud shall in no way be held liable in this regard. The Client undertakes to immediately inform \nOVHcloud of any loss or disclosure of any authentication credentials, and immediately proceed with \nchanging said authentication credentials.  \n \n3.5. Content.  With the exception of items provided by OVHcloud, OVHcloud does not intervene in the \nhandling of information, data, files, systems, applications, websites and other items which are reproduced, \nhosted, collected, stored, transmitted, distributed, published, and more generally used and/or operated by \nthe Client within the scope of the Services (collectively known as Content), and is forbidden from accessing \nsaid Content for any other purpose than as necessary for the execution of the Services. OVHcloud does not \nperform any verification, validation or update operations on said Content. Likewise, OVHcloud does not \nperform any particular backups of Content stored in the scope of the Services. Therefore, the Client is solely \nresponsible for taking all necessary measures to safeguard its data in order to protect it against risk of loss or \ndegradation regardless of cause. The Client shall ensure that the Content is legal and used in accordance \nwith applicable industry standards, laws and regulations. Any use of illegal or fraudulent Content (such as \nthe distribution, publication, storage or transmission of content of sexually explicit material, content that is \nobscene, offensive, hateful or inflammatory, incites crimes against humanity, acts of terrorism, paedophilia, \nanti-Semitism, racism, or content inciting hatred or discrimination towards individuals by reason of their \ngender, religion, sexual orientation or identity, or disability), or the illegal or abusive use of Content (for \nexample, fraudulent use of content, or use of content in violation of rights belonging to a third party such as \npersonality rights, copyrights, patents, brands or other intellectual property rights) within the scope of \nServices is prohibited, and can lead to, at the sole discretion of OVHcloud, the immediate suspension of all or \npart of the Services provided under the Contract, the deactivation of the Client Account and/or the \ntermination of the Contract by OVHcloud, without prejudice to OVHcloud's other rights and remedies under \nthe Contract or at law.  \n \n3.6. Compliance with laws and regulations and the OVHcloud Deontological Charter. The Client shall \nuse the Services in a reasonable manner, in accordance with the OVHcloud Deontological Charter available \non the OVHcloud Website and shall comply with all applicable laws and regulations. The Client undertakes to \nremain attentive to any updates or changes to said Deontological Charter sent by OVHcloud. Explicitly \nforbidden actions include, but are not limited to, (a) abuse, fraudulent or excessive use of the Services and \nresources made available to the Client, particularly any use of a nature that threatens the stability and \nsecurity of the OVHcloud systems or which can result in a degradation of the performance of the Services \nprovided to other OVHcloud clients, (b) intrusions or intrusion attempts launched from the Services \n(including, but not limited to, port scanning, sniffing, spoofing, and more generally, attacks on external \nparties originating from resources made available by OVHcloud), (c) any use or attempted use of spam or any \nother technique similar to spamming, and (d) use of illicit or prohibited content as specified in paragraph 3.5, \n“Content”. \n \n\n \n4/18 \n3.7. Suspension of Services. OVHcloud reserves the right to suspend all or part of the Services in the event \nof (a) a known risk to the stability and/or security of the OVHcloud systems or environment by the Services \nand/or Client Content, (b) scheduled maintenance, or (c) a request issued by a legal authority or competent \njudicial authority (d) non-compliance of the Client with all or part of the Terms of Services. Said suspension \nmay occur immediately and without prior notice in case of urgency or necessity, and particularly in the case \nof an event such as described in point (a) and (c) above, or in case of illicit or fraudulent use of the Services, \nor use that is in violation of the rights of a third party, and more generally, of any use which may bind the \nliability of OVHcloud. Except in relation to cases of judicial or legal requisitioning or non-compliance with the \nTerms of Services, OVHcloud shall endeavour to minimise the impact of a suspension on the normal \noperations of the Services. Any such suspensions shall in no way release the Client from its obligation to pay \nthe entirety of the amounts due to OVHcloud under the Contract, which is without prejudice to the Client’s \nright to engage OVHcloud’s liability in accordance with article “Liability” hereafter in case such suspensions \nresult from OVHcloud’s failure to fulfil its obligations. The Client can consult the maintenance schedule using \nthe interface provided for this purpose. In the event any such suspension results in a failure by the Client to \nfulfil its obligations under the Contract, the suspension shall take place without prejudice to OVHcloud’s \nright to terminate the Contract in accordance with article “Duration, Renewal and Termination of Services” \nhereafter, and without prejudice to OVHcloud's other rights and remedies at law. Except in cases of \ntermination or non-renewal of Services, suspensions of Services shall not result in the deletion of the Client’s \ndata. Unless suspensions result exclusively of OVHcloud’s failure to fulfil its obligations, the duration of the \naforementioned suspensions shall not count as unavailability of Services in respect with the service level \nagreement provided in the Agreement.  \n \n3.8. Updates to Services. OVHcloud may modify the Services at any time, and may add, modify or remove \nranges, options or features, as well as upgrade their performance. The Services are described online on the \nOVHcloud Website. The Client is responsible for keeping abreast of any updates to the Services, which are \nimmediately applicable to any new Orders. Concerning the Services in use by the Client, the latter shall be \ninformed by email or via its Management Interface of any substantial updates which are of a nature to \ndowngrade said Services, at least thirty (30) calendar days before the implementation of said update. \nNevertheless, modifications to Third Party Products and urgent cases (such as security risks, or legal or \nregulatory compliance updates) may result in immediate modifications to the Services. Subject to the article \n“Condition Specific to Consumers”, in case of an update that degrades existing Services in use by the Client \n(removal of functionality, performance downgrade, etc.), the Client may terminate the relevant Services by \nregistered letter with acknowledgment of receipt, or through a specific form provided in its Management \nInterface, within thirty (30) days from the date the relevant update is implemented. \n \n3.9. Intellectual property.  Usage rights. All of the items (software, Infrastructure, documentation, etc.) \nmade available to the Client by OVHcloud in the provision of the Services and during the term of the Contract \nremain the exclusive property of OVHcloud or the third parties which have granted the rights to use them. \nOVHcloud grants the Client a non-exclusive licence to use the items made available to it only in accordance \nwith and for the duration of the present Contract. With the exception of the aforementioned items made \navailable to the Client by OVHcloud in the provision of the Services, the Client remains solely responsible for \nacquiring all of the authorisations and usage rights for the elements and Content (data, software, \napplications, systems, websites, etc.) which it uses and operates in relation to the Services. The Client and \nUsers retain all intellectual property rights in their respective Content which OVHcloud shall not use expect \nto the extent necessary for the performance of the Services. Subject to mandatory legal provisions in effect, \nthe Client is not authorized to decompile the software, source code and algorithms used in the course of \nsupplying the Services, notably to reverse-engineer. \n \n3.10. Export Controls. Subject to the restrictions of use (a) provided for under the Terms of Service, or (b) \nspecific to the Client’s business, OVHcloud shall ensure that the Services can be commercialized and used in \nthe European Union and countries where the Datacenters used to provide the Services are located. If the \nClient uses the Services, or authorizes third parties to use the Services, from a geographical zone located \noutside the country where the Datacenters are located, the Client is responsible to verify that this use is not \nsubject to any restrictions arising from applicable legislation or regulations, notably regulation EC 428/2009 \n\n \n5/18 \nfrom the European Council dated 5 May 2009 setting up a Community regime for the control of exports, \ntransfer, brokering and transit of dual-use items, as well as United States regulations such as the EAR (Export \nAdministration Regulations) and ITAR (International Traffic In Arms Regulations), given that OVHcloud \ncommercializes third party solutions provided by vendors subject to the regulations of the United States. \nOVHcloud reserves the right to refuse orders submitted (a) from countries subject to commercial restrictions \nor other sanctions, or (b) by citizens of those countries or individuals subject to sanctions. \n \n3.11. Third Party Products. Subject to specific commitments undertaken within the scope of the \napplicable Specific Terms of Service, (a) OVHcloud is not responsible for Third Party Products made available \nwithin the scope of the Services which may contain technical errors, security vulnerabilities, \nincompatibilities or instabilities, and offers no guarantee for the Third Party Products made available by \nOVHcloud to the Client in the provision of the Services (including all related information and items such as \nsoftware, systems, applications, etc.), and (b) the Client is only authorised to use the Third Party Products \nmade available to it by OVHcloud in accordance with the terms of the Contract, and in particular is forbidden \nfrom decompiling, accessing the source code, reinstalling on any other infrastructure  software or systems \nmade available to it.  The Client uses the Third-Party Products entirely at its own risk, in accordance with \nthese Terms of Service, and is responsible to ensure that such Services are suited to its needs and the \npurposes for which it uses them. \n \n3.12. Continuity and Reversibility of Services.  Unless provided otherwise in the Specific Terms of Service, \nthe termination of Services for any reason whatsoever (in particular, the termination or non-renewal of the \nContract, failure to comply with the Terms of Service, etc.), as well as certain operations to update or \nreinstall the Services, shall automatically result in the irreversible deletion of all Content (including \ninformation, data, files, systems, applications, websites, and other items) that is reproduced, stored, hosted, \ncollected, transmitted, distributed, published and more generally used and/or operated by the Client within \nthe scope of the Services, including any potential backup.  Before the termination or expiry of the Services, \nand before proceeding with any delete operations, update or reinstallation of Services, the Client is solely \nresponsible to perform any operations (such as backup, transfer to a third party solution, Snapshots, etc.) \nwhich are necessary to the preservation of its own Content. Upon request from the Client, and subject to the \nstipulations of the article on “Confidentiality” below, OVHcloud shall provide any technical information \nconcerning the Services which may facilitate reversibility operations and the Client’s Content recovery. Such \nprovision of assistance may result in additional charges for time worked, based on the financial terms \navailable on the OVHcloud Website or upon request to OVHcloud Support. However, OVHcloud does not \nproceed to any operation of restitution or Client’s Contents migration. Such operations are under the Client’s \nexclusive responsibility. With the exception of any data which OVHcloud must preserve in accordance with \napplicable laws and regulations, the data referred to in article “OVHcloud processes” below, and any data \nnecessary for the defence of its rights, OVHcloud undertakes not to keep a copy of the Client's data following \nthe termination of Services, unless otherwise agreed by the Parties or provided otherwise in the applicable \nSpecific Terms of Service..  \nARTICLE 4: OVHcloud SUPPORT  \n4.1. The OVHcloud Support team. The OVHcloud Support team is responsible for handling Incidents which \nmay occur in relation to the Services, and to provide the Client, upon request, with information regarding the \ncharacteristics and Terms of Services. Provided the other levels of Support referred to in article 4.4 below, \nOVHcloud Support is available in English only and information regarding the Services is available during \nbusiness hours only. OVHcloud infrastructures are monitored 24/7, 365 days a year. In order to ensure the \ncontinuity of this monitoring handling on a 24/7/365 basis, OVHcloud reserves the right to subcontract part \nof the Support in accordance with articles “Subcontract” and “the Data Processing Agreement”.  \n \n4.2. Recourse to OVHcloud Support.  The Client may contact the OVHcloud Support by email, using a \nspecial form available in the Management Interface, or by telephone by calling + 353 (0)1 691 72 83. \nNevertheless, during non-business hours, the OVHcloud Support team can only be reached by email or \n\n \n6/18 \nthrough the Management Interface. OVHcloud shall create a ticket (“Incident Ticket”) for each request or \nIncident report received. The Client shall be informed by email of the creation of the Incident Ticket and its \ncorresponding number. The Client can access the history and status of its requests and Incidents reported \nthrough its Management Interface. The Client undertakes not to make use of the OVHcloud Support \nwrongfully. Before resorting to the OVHcloud Support, the Client must first consult the resources and \ninformation available on the OVHcloud Website (user guides, use cases, product documentation, etc.), and in \nits Management Interface (reporting, monitoring, etc.). The Client shall not (i) contact the OVHcloud Support \nfor services or products that it has not contracted from OVHcloud directly or(ii) place the OVHcloud Support \nteams in direct contact with its own clients or any other party external to the Contract. OVHcloud reserves \nthe right to refuse to accept any request which does not meet the aforementioned conditions. The Client \nundertakes to adopt behaviour that is appropriate, cordial and respectful in its interactions with OVH \nSupport. OVHcloud reserves the right to no longer reply to the Client’s requests and to immediately \nterminate the Contract in case of abusive, outrageous, or degrading behaviour. Furthermore, such behaviour \nmay result in legal action taken against the Client, for which purposes OVHcloud may resort to any means of \nevidence which it deems useful and relevant (extracts of communications with the Client, screenshots, \nemails, recording of telephone calls, etc.). Subject to the other levels of Support referred to in article 4.4 \nbelow, OVHcloud Support is included in the price of the Services. \n \n4.3. Incident handling.  In case of malfunction of the Services, the Client shall firstly perform the technical \ntests recommended on the OVHcloud Website. In the event these tests do not resolve the Incident, the Client \nmay report the Incident to the OVHcloud Support as set out above, and provide as much information as \npossible to facilitate a proper diagnosis. When an Incident is reported, OVHcloud Support shall carry out the \nnecessary investigation to identify the cause of the observed malfunction and establish a diagnosis. The \nClient agrees to remain available at all times in order to collaborate with OVHcloud on a proper diagnosis \nand resolution of the Incident, in particular by providing OVHcloud with any additional information, and by \nperforming all of the necessary tests and verifications. Within the scope of Incident handling, OVHcloud and \nits partner companies are expressly authorized by the Client to connect to the Client Services at both the \nhardware and software levels, in order to take any action that is necessary to perform a diagnosis. This \nconnection may require the Client to perform an action on its Service. OVHcloud shall keep the Client \nreasonably well-informed of the progress of the operations. If OVHcloud establishes that its Services are \navailable and functioning properly, or that the existence of the Incident cannot be confirmed, or that the \nIncident does not fall under the responsibility of OVHcloud, OVHcloud shall inform the Client accordingly. In \nthis case, the time spent by OVHcloud on performing the diagnosis and assisting the Client may be charged \nto the Client as an additional service provided, based on the fee schedule available on the OVHcloud Website \nor provided to the Client. OVHcloud reserves the right to refuse any assistance if it ascertains, during its \ninvestigation, that the Client is using the Service in violation of the Contract or of any applicable law or \nregulation. If the Incident appears to fall under OVHcloud’s responsibility, OVHcloud shall finish the diagnosis \nand work to re-establish the availability of the impacted Services. In this case, the work performed by \nOVHcloud shall not result in any additional charges. The diagnosis shall be established by OVHcloud using \nany means necessary, and particularly based on exchanges between the Parties and data from the OVHcloud \ninformation system (such as login data) which the Client hereby expressly agrees may be admissible and fully \nenforceable. Subject to any applicable Specific Terms of Service and other levels of Support referred to in \narticle 4.4 below, OVHcloud does not provide any warranty as to the duration of repairs or time frames for \nthe resolution of Incidents within the scope of the OVHcloud Support.  \n \n4.4. Other levels of Support. In addition to the OVHcloud standard Support described above, OVHcloud \noffers other levels of Support which allow the Client to benefit from additional services and levels of \ncommitment. The terms and conditions for these Support levels are described in Specific Terms of Service \nand corresponding documentations available on the OVHcloud Website or upon request to OVHcloud \nSupport.  \n\n \n7/18 \nARTICLE 5: RESPONSIBILITY  \n5.1. Ability. Each of the Parties warrants and represents that it has full power and authority to enter into \nand perform the Contract. In particular, the Client and OVHcloud represent and warrant that it holds all of \nthe authorisations, skills and knowledge (particularly of a technical nature) which enable them to \nrespectively use and provide the Services in accordance with the terms and conditions of the Contract.  \n \n5.2. \nResponsibility of OVHcloud. In cases where the applicable Specific Terms of Service include \ncommitments from OVHcloud to particular levels of service, the corresponding payments or credits which \nmay be due by OVHcloud to the Client shall constitute the Client's sole and exclusive remedy for OVHcloud’s \nfailure to comply with the level of service committed to in the relevant Specific Terms of Service and \nOVHcloud's entire liability for failing to meet the relevant level of service. In the absence of an applicable \ncommitment to a given level of service under no circumstances shall the total aggregate liability of OVHcloud \nto the Client (however arising) under or in relation to this Contract, including (but not limited to) liability for \nbreach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to \nnegligence), breach of statutory duty, or otherwise, exceed the total amount of sums paid by the Client to \nOVHcloud for the impacted Services over the course of the six (6) months prior to the Client’s claim for \ncompensation. \n \n5.3. Limitation of liability. To the extent permitted by applicable law, under no circumstances shall \nOVHcloud be liable under or in connection with this Contract for any:  \n(A) \nuse of the Services by the Client or a third party which is in breach of the terms and \nconditions of the Contract;  \n(B) \nnon-execution, failure, malfunction or unavailability of the Services resulting from actions \nby a third party (excluding OVHcloud subcontractors), the Client, a Third-Party Product, or the \nClient’s failure to fulfill its obligations;  \n(C) \nindirect or consequential loss or damage whatsoever; \n(D) \nloss of business, (including commercial damages or problems, lost orders, operational \nlosses), loss of revenue, loss of reputation (including harm to the company’s image), loss of actual or \nanticipated profits, loss of contracts or Clients, loss of the use of money, loss of opportunity, loss of \ngoodwill, loss of, damage to or corruption of data (such as, untimely disclosure of confidential \ninformation concerning them resulting from a vulnerability or hacking of the system, legal action by \na third party against the Client, etc.), in each case regardless of whether any of the types of loss or \ndamage listed in this paragraph (D) are direct, indirect or consequential. \n(E) \nloss, disclosure or illicit or fraudulent use of Users’ authentication credentials by the User or \nany third party;  \n(F) \nsuspensions of access, or temporary or permanent suspension of operated Services in \naccordance with article 3 of these General Terms of Service (notably a request issued by a legal \nauthority or a competent judicial authority);   \n(G) \nloss of, damage to, alterations of all or part of the Content (including information, data, \napplications, files or other items) hosted on the Infrastructure and noting that OVHcloud is not \nresponsible to perform the continuity of the Client’s activities and notably backup operations;  \n(H) \nlack of suitability of the Services to the needs of the Client (including in relation to the \nsensitivity of the relevant data);   \n(I) \nsecurity incidents related to the use of the Internet, particularly in case of loss, alteration, \ndestruction, disclosure or unauthorized access of Client data or information on, or from, the \nInternet;  \n(J) \nimpairment of systems, applications and other items installed by the Client on the \nInfrastructure, \n \n \n5.4. Responsibility of the Client.  The Client bears the risks related to its activities and is sole responsible \nfor the use of the Services made available by OVHcloud and for compliance with the Terms of Service in \n\n \n8/18 \neffect, including procuring that any third party that uses the Services, or on whose behalf the Service are \nused, comply with such Terms of Service. In particular, the Client is responsible for (a) ensuring the Services \nordered are suited to its needs and the needs of third parties for whom or on whose behalf they are used, (b) \nthe Content, such as information, data, files, systems, applications, software, websites, and other elements \nwhich may be reproduced, hosted, installed, collected, transmitted, distributed or published, and more \ngenerally used and/or operated within the scope of the Services, as well as (c) the management and use of \nsaid Content (in particular their verification, validation, updating, deletion, backup, and along with any \nmeasure designed to protect against the loss or alteration of the Content), including when the Content \nbelongs to a third party or is used or operated by or on behalf of a third party, and (d) compliance with \napplicable laws and regulations, as well as the Deontological Charter. When the Client uses the Services in \nthe scope of a business activity, or when acting on behalf of a third party, it undertakes to take out a third-\nparty insurance policy, from an insurance company known to be creditworthy, covering the entire amount of \ndamages which may be imputed to it, and undertakes to maintain that insurance policy (or any other \nequivalent insurance) for the entire duration of the Contract.  \n \n5.5. Client guarantee.  Each Party guarantees it practices activities complying with the regulation in effect. \nThe Client guarantees notably OVHcloud against any consequences resulting from (a) the use or exploitation \nof illicit content within the scope of the Services, (b) fraudulent use of the Services or use that does not \ncomply with the Terms of Services in effect or any applicable laws and regulations, (c) the use of Services \nmade in violation of third party rights, (d) the lack of suitability of the chosen Services to its needs or the \nneeds of its Users and of any third party on whose behalf the Services are used, or (e) the loss of, or \nunauthorized or fraudulent use of, Users’ authentication credentials. The Client undertakes to take \nappropriate action in the event of any action, claim or complaint by a third party relative to the Content \nand/or the Terms of Service, including those by legal or judicial authorities, and to indemnify and hold \nharmless OVHcloud against any damages, losses and expenses which may result therefrom (including legal \njudgements, reasonable legal defence costs, etc.). \n \n5.6. Third Parties.  Under the present Contract, OVHcloud makes no commitment towards any third parties, \nincluding Users, and no stipulation of the Contract may be interpreted as creating third party beneficiaries of \nthe present Contract. The Client is solely responsible for its relationship with any third parties (notably the \nUsers of the Services) and shall indemnify and hold harmless OVHcloud against any action, claim or \ncomplaint taken by a third party which implicates the OVHcloud Services. The Client undertakes to notify \nOVHcloud in writing, as quickly as possible, of any claims, complaints and/or legal action taken by a third \nparty which implicates the OVHcloud Services, detailing the subject matter of the claim as well as any useful \ninformation so that OVHcloud may communicate to the Client any items in its possession which may be \nuseful. OVHcloud reserves the right to take part into such litigations.  \n \n5.7. Force majeure.  For the purposes of this article 5.7, \"Affected Party\" means a party to this Contract, \nwhich is affected by, or which claims to be affected by, a Force Majeure Event. \"Force Majeure Event\" means \nan event the occurrence of which is beyond the reasonable control of the Affected Party, including (without \nlimitation) the following: (a) Act of God (including earthquake or other natural disaster), act of terrorism, war \nor warlike operations, civil unrest or riot; (b) [default of third parties, industrial action [(other than of the \nAffected Party’s own workforce)], fire, flood, explosion or malicious damage, or failure of plant or equipment \n(but only to the extent that any of these is beyond the reasonable control of the Affected Party)]; and (c) \nchange of law, regulation or industry standard, or governmental order or direction. Neither Party shall be in \nbreach of this Contract nor liable for any delay in performing, or failure to perform, any of its obligations \nunder this Contract if such delay or failure results from a Force Majeure Event. In such circumstances, the \nAffected Party shall inform the other Party as quickly as possible in writing, detailing the circumstances and \nthe expected duration of the Force Majeure Event, and shall keep the other Party regularly informed of the \nstatus of the situation. If, despite the efforts of the Affected Party in breach, the period of delay or non-\nperformance continues for more than thirty (30) consecutive days, the Party not affected may terminate \nwithout liability whatsoever all or part of the Services affected by the Force Majeure Event with immediate \neffect by giving notice to the Affected Party. \n\n \n9/18 \nARTICLE 6: FINANCIAL CONDITIONS  \n6.1. Price of Services. The prices of the Services invoiced to the Client are those in effect at the time of \ninvoicing, as published on the OVHcloud Website. The prices may also be communicated upon request sent \nto OVHcloud Support. Unless stipulated otherwise, all prices are in Euros. OVHcloud offers different types of \nrates depending on the type of Service (monthly flat-rate, yearly flat-rate, per use pricing, etc.). These rates \nmay be linked to a commitment to a particular period of use and/or a specific method of invoicing. Should \nseveral types of prices be available for the same Service, the Client may select the one of its choosing when \nsubmitting its Order. When prices are listed excluding taxes (in particular, prices for Services designed for \nbusinesses), the VAT as well as all other taxes applicable to the Services (excluding taxes on OVHcloud \nrevenue) shall be added to the price of the Services and due by the Client without this being deemed a \nchange in the price as envisaged by article 6.2 of this Contract. In the absence of a special pricing scheme, the \nprices of the Services shall include the cost of acquisition of the licenses and rights to use the tools, software \nand Operating Systems used by OVHcloud and/or which are made available to the Client by OVHcloud within \nthe scope of the Services. The Client is responsible for acquiring and fulfilling its obligations in respect of all \nlicenses and usage rights that are necessary to operate or make use of the Content within the scope of the \nServices. The methods for calculating the price of the Services, as well as the billing units, are defined on the \nOVHcloud Website and in the applicable Specific Terms of Service. The Client is responsible for taking note of \nthis before submitting its order. Each billing unit begun shall be invoiced and due in full, even when it is not \ntotally used. Some Services shall incur additional installation or commissioning costs.  \n \n6.2. Changes to prices.  OVHcloud reserves the right to change its prices at any time. Pricing changes are \nimmediately applicable to any new Orders. For Services in use at the time of an increase in their price, the \nClient shall be informed of the change by email at least thirty (30) calendar days in advance. In such a case \nand subject to article “Conditions Specific to Consumers” the Client has the right to terminate without \npenalty the impacted Services within thirty (30) calendar days upon the notification of the said price \nincrease. Such termination shall be notified by registered letter with acknowledgement of receipt or through \na specific form provided in the Management Interface. In the absence of said termination, the Client shall be \ndeemed to have accepted the new prices.  \n \n6.3. Invoicing. The Services shall be invoiced on the basis of Client Orders and consumption of Services as \nestablished by OVHcloud in its information system, which shall be deemed as admissible and fully \nenforceable to the Client. The periodicity (monthly, yearly, or other) of invoices and the timing of their \nissuance (upon ordering or in arrears) varies from one Service to another. The terms of invoicing of the prices \nof the Services are defined on the OVHcloud Website and in the applicable Specific Terms of Service. The \nClient is responsible for taking note of these before submitting its Order. After each payment, OVHcloud shall \nsend the Client an invoice. The Client expressly agrees that this invoice shall be sent to it electronically. The \ninvoice is sent to the Client by email and/or made available to the Client through the Management Interface. \nThe Client is responsible for keeping a copy of the invoice in accordance with regulations in effect. Invoices \nmade available to the Client in the Management Interface shall remain available for a period of twelve (12) \nmonths following the date made available.  \n \n6.4. Payment.  Invoices are payable on receipt, it being understood that invoices are issued either at the \ntime of the Order, or in arrears, depending on the Service. The Client is responsible for selecting its desired \npayment method from among the available payment methods in the Management Interface. The available \npayment methods may vary from one Service to another. The Client is responsible for taking note of this \nbefore submitting its Order. In relation to Services payable in arrears, OVHcloud reserves the right to invoice \nthe Client for said Services before the end of a calendar month in the event that the total Services consumed \nby the Client during the month in question reach a significant amount. The Client is fully responsible for \npayment of Services in accordance with the article “Financial Conditions”. The Client undertakes to select a \nvalid payment method in its Client Account, and to dispose of the necessary funds to render payment for the \nServices. Provided the cancellation right of article “Conditions Specific to Consumers”, the Client remains \nliable to settle the price in its entirety and shall have no claim to any reimbursement resulting from the non-\n\n \n10/18 \nuse, the partial-use, suspension or cessation of the use of Services before the end of the Period of Use which \nis without prejudice to the Client’s right to engage OVHcloud’s liability in accordance with article “Liability” \nhereafter in case such situation results from OVHcloud’s failure to fulfil its obligations.  \n \n6.5. Default or late payment.  In case of default or late payment, including partial payment, the Client shall \nbe liable to pay late payment penalties due the day following the payment due date and OVHcloud shall have \nthe right to charge interest on the overdue amount at the applicable rate under  the  European  Communities  \n(Late Payment  in  Commercial  Transactions)  Regulations  2002 , accruing on a daily basis from the due date \nup to the date of actual payment, whether before or after judgement.. Furthermore, any default or delay of \npayment (including partial) of the sums due by the Client under the Contract which persists for more than \nfour (4) days after notification of default or delay of payment sent to the Client by email, shall result by right, \nand without requiring any additional notification or formal notice, in (a) the immediate demand of all of the \nsums remaining due by the Client under the Contract regardless of their payment terms, and (b) the right of \nOVHcloud to decide to immediately suspend and without prior notice all or part of the Client Services \n(including those which have been paid for), to refuse any new Order or renewal of Services to the Client and \nto terminate all or part of the Contract . In case of default or late payment, business Clients shall be liable to \npay a fixed recovery fee of forty (40) Euros, without prejudice to OVHcloud’s right to demand, upon \nsupporting documents, additional compensation in cases where the recovery fees are greater than the \namount of said fixed recovery fee.  \n \n6.6. Contestation.  In the event of any disagreement regarding invoicing or the nature of the Services, the \nClient must notify OVHcloud Support through its Management Interface within one (1) month of the date the \ninvoice was issued. In the absence of said notification, and without prejudice to the Client’s right to contest \nthe invoice later on, the Client shall be liable to settle all unpaid invoices according to the terms of the \nContract. In case of failure to invoice the Services correctly or in the appropriate timeframe, OVHcloud \nreserves the right invoice or correct the invoicing at any time, subject to any mandatory applicable \nlimitation.  \nARTICLE 7: DURATION, RENEWAL AND TERMINATION OF SERVICES \n7.1. Duration of Services. The Contract is entered into for an indeterminate period of time and remains in \neffect so long as the Client uses the OVHcloud Services. The duration for which the Client undertakes to use \nthe ordered Services is that which is applicable to the rate selected by the Client when submitting its Order \n(the “Period of Use”). In case of flat-rate or fixed sum payments (monthly, annual or other), and subject to \nArticle “Conditions Specific to Consumers” and section “Termination for breach”, the Client undertakes to \nuse the Services during the entire corresponding period. In case of payment per use, the Services are made \navailable for an indeterminate period of time, and the Client may terminate its use of the Services at any time \nin accordance with the procedures in effect.  \n \n7.2. Renewal of Services. The terms for the renewal of Services vary from one type of Service to another, as \nset out below. Some of these renewed automatically (“Auto-Renew”) while others are renewed upon \npayment in advance by the Client. In cases where multiple options exist, the Client is responsible for \nselecting the renewal method of its choosing. For certain Services, the Auto-Renew mode is activated by \ndefault. Requests for reissued payment are automatically rejected in case of default in payment or irregular \npayment (incorrect amount, incomplete payment, payment which does not include the required references, \nor issued using a method or procedure not accepted by OVHcloud). OVHcloud reserves the right to terminate \nthe renewal, notably, with a reasonable prior notice, in case of a Service’s disappearance.  \n \n7.3. Termination for breach. Without prejudice to the other cases of termination provided in the Contract, \nand without affecting any other right or remedy available to it, either Party may terminate this Contract with \nimmediate effect by giving written notice to the other Party if the other Party commits a breach of any term \nof this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach \nwithin a period of seven 7 calendar days after being notified by registered letter with acknowledgement of \n\n \n11/18 \nreceipt to do so. Notwithstanding the foregoing, in case of malicious, illegal or fraudulent use of the Services, \nor use made in violation of the rights of a third party, OVHcloud shall be entitled to terminate the relevant \nServices or the Contract in its entirety with immediate effect by email and without prior formal notice \n(provided that, if the Client is a consumer, nothing in this article 7.3 shall affect the Client's rights under \napplicable consumer protection law). The present paragraph shall not be considered to be a waiver of \nOVHcloud’s right to suspend or interrupt the Services in accordance with the provisions of the Contract, \nparticularly in case of non-compliance by the Client with the Terms of Service. Terminations for breach are \nwithout prejudice to any damages which may be claimed by the injured party.  \nARTICLE 8: CONFIDENTIALITY \n8.1. Commitments.  Each of the Parties undertakes, as concerning the confidential information of the Party \nof which it is recipient or to which it has access within the scope of the execution of the present Contract, to \n(a) only use said confidential information for the sole purposes of the execution of the Contract, (b) preserve \nthe confidentiality of said information with the same degree of care as if it were its own confidential \ninformation, and (c) give access to said confidential information only to their respective associates and \nAffiliates who need to know the information as part of their function on the condition that these recipients \nhave received prior notification of the confidential nature of said information and are linked by a \nconfidentiality agreement at least as equivalent as this Contract. Each Party is also allowed to communicate \nthe other Party’s confidential information to its counsels as long as they belong to a regulated profession \n(e.g. lawyers, barristers, certified accountants and auditors). Each Party forbid itself to divulgate the other \nParty’s confidential information to other persons than those referred to above without the prior written \nconsent of the other Party, and warrant the respect of the confidentiality of said data by every person to \nwhom it divulgates it. Shall be considered confidential the Contract’s provisions and all information \ncommunicated between the Parties, or to which the Parties have access in the scope of the execution of the \nContract and in any form whatsoever and the nature (notably financial information and marketing, trade \nsecrets, know-how, information related to security and to the terms of use of the Service). To be considered \nas a confidential information, it is not necessary that the confidential nature of the information be \nmentioned on the document or other media containing the information or precised when the information is \ndivulgated.  \n \n8.2. Exceptions.  The confidentiality commitments defined above shall not apply to information for which \nthe recipient Party can demonstrate that (a) the recipient Party became legitimately aware of the \ninformation without being required to keep them confidential prior to the other Party having communicated \nthe information or provided it with access to the information, or (b) the information is in the public domain \nor falls into the public domain during the course of the execution of the Contract by means other than a \nfailure by the recipient Party (or persons for which it is responsible) to fulfil its confidentiality obligations \nunder the present Contract, or (c) they were communicated to the recipient Party by a third party having the \nauthority to disclose them and which did so legitimately, (d) they result from developments performed by \nthe recipient Party and/or by its employees independently of the execution of the Contract, or (e) the \ndivulgation of the said information was authorised by the other Party as provided in the Contract’s \nprovisions. Notwithstanding the preceding, each of the Parties reserves the right to disclose information \nreceived from the other Party (a) strictly within the limits necessary to defend its rights, it being noted that in \nsuch cases, the confidential information of the other Party shall be retained for the time legally required for \ntheir use as evidence, and can only be disclosed to those persons who need to know them within the course \nof the legal action or procedure in question (judges, lawyers, etc.), those persons being bound by \nprofessional secrecy or otherwise by a confidentiality agreement, or (b) at the request of a competent legal \nor judicial authority, it being specified that in such cases, disclosure shall be strictly limited to the request of \nsaid authority, and, subject to any legal requirements or injunctions to the contrary, the recipient Party shall \ninform the other Party of said request.  \n\n \n12/18 \nARTICLE 9: GENERAL PROVISIONS  \n9.1. \nSeverance. If any provision or part-provision of this Contract is or becomes invalid, illegal or \nunenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and \nenforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed \ndeleted. Any modification to or deletion of a provision or part-provision under this article 10.1 shall not affect \nthe validity and enforceability of the rest of this Contract. If any provision or part-provision of this Contract is \ninvalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as \namended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended \ncommercial result of the original provision.  \n \n9.2. Titles.  The article and paragraph headings are for convenience only and shall not affect the \ninterpretation of this Contract. \n \n9.3. Waiver.  No failure or delay by a Party to exercise any right or remedy provided under this Contract or \nby law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further \nexercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall \nprevent or restrict the further exercise of that or any other right or remedy.  \n \n9.4. Entire agreement. The Contract is made up of the Terms of Services which constitute the entire \nagreement between the Client and OVHcloud in relation to its subject matter, excluding any Client’s general \nterms and conditions.  It replaces and extinguishes all prior agreements, arrangements, collateral warranties, \ncollateral contracts, statements, assurances, representations and understandings of any nature made by or \non behalf of the parties in relation to the same, whether oral or written. Each party acknowledges that in \nentering into this Contract it has not relied upon any oral or written statements, collateral or other \nwarranties, assurances, representations or undertakings which were made by or on behalf of the other party \n(whether innocently or negligently) in relation to the subject-matter of this Contract at any time before its \nsignature (together \"Pre-Contractual Statements\"), other than those which are set out in this Contract. Each \nparty hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-\nContractual Statements. Nothing in this article 10.14 shall exclude or restrict the liability of either party \narising out of its pre-contract fraudulent misrepresentation or fraudulent concealment. \n \n9.5. Contractual documents changing. OVHcloud may, at any time and by right, amend the Terms of \nService in effect. Such amendments are immediately applicable to every new Orders. About those Services in \nuse, the Client shall be notified via email or through its Management Interface of any amendment to the \nTerms of Service in effect. Changes to the Terms of Service are in effect within thirty (30) calendar days from \nthe date the aforementioned notification is sent. Notwithstanding the foregoing, any change to Third Party \nProduct Terms of Use and any implementation of a new regulation may be immediately applicable to the \nextent OVHcloud does not control such events. Subject to conditions applicable to Consumers, in cases \nwhere new Terms of Service are unfavourable to the Client, the latter may, terminate the Services affected by \nthe notified amendment within thirty (30) calendar days from the new Terms of Services are in effect. Such \ntermination shall be notified via registered letter with acknowledgement receipt or the form provided in the \nManagement Interface.  \n  \n9.6. No Partnership or Agency. Nothing in this Contract is intended to, or shall be deemed to, establish any \npartnership or joint venture between the Parties, constitute either Party the agent of the other Party, or \nauthorise either Party to make or enter into any commitments for or on behalf of the other Party. Each Party \nconfirms it is acting on its own behalf and not for the benefit of any other person.  \n \n9.7. Assignment. Neither Party shall assign, transfer, mortgage, charge, declare a trust over or deal in any \nother manner with any or all of its rights and obligations under this Contract without the prior written \nconsent of the other Party Notwithstanding the foregoing, each Party shall be entitled to transfer all or part \nof the Contract to its Affiliates. In this case, it shall notify the other Party in writing as soon as reasonably \n\n \n13/18 \npracticable. The following operations are deemed not to fall within the scope of application of the present \narticle, and are therefore authorised: (a) changes in shareholders, changes of holdings, or change of control \nof either Party, and (b) operations such as mergers, acquisitions, sale of business assets, divestments, or any \nother operations which involve a transfer of the assets of either Party. If one of the Parties performs one of \nthe operations mentioned in point (a) or (b) above, it shall inform the other Party. If the operation is realised \nto the benefit of a direct competitor of the other Party that other Party shall have the right to terminate the \nContract, and no damages shall be due.  \n \n9.8. Notices.  For all exchanges of information by email, the date and time of the OVHcloud server shall be \naccepted by the Parties. This information shall be retained by OVH for the entire duration of the contractual \nrelationship and for the three (3) following years. Subject to the other means of communication and recipient \nmentioned in the Contract, all notifications, formal notices and other communications provided for in the \nContract shall be deemed as having been validly delivered if they are sent by to:  \n• \nFor OVHcloud: By registered letter with acknowledgment of receipt to the address OVH HOSTING \nLIMITED, \nSupport \nService \n- \nEnterprise \nHouse, \nO’Brien \nRd, \nCarlow \nR93Y0Y3 \n \n• \nFor the Client: By registered letter with acknowledgment of receipt the postal address provided by \nthe Client in its Client’s account or by email address   \n \nThis article does not apply to the service of any proceedings or other documents in any legal action or, where \napplicable, any arbitration or other method of dispute resolution. \n \n9.9. Advertising and promotion. Unless otherwise decided by the Client via the form available for such \npurpose in its Management Interface, OVHcloud is allowed to make mention of its commercial relationship \nwith the Client in its usual course of business towards clients and prospects. Any other mention by OVHcloud \nabout the Client, and any other use of signs (logos, trademarks, etc.) notably for advertising purposes, \nexhibitions, conferences and in specialised publications for market professionals, as well as in its brochures, \ncommercial documents and OVHcloud website is submitted to Client’s prior consent. \n \n9.10. Admissible evidence.  It is expressly agreed that the data of the OVHcloud information system or of its \nsubcontractors, such as login logs, consumption records, order and payment summaries, Incident or other \nreports, can be used as evidence vis-à-vis the Client, and are deemed as admissible including in the context \nof legal disputes.  \n \n9.11. Computation of time frames.  Time periods shall be calculated in calendar days and are counted \nstarting on the next day of the event which triggers them.  \nARTICLE 10: JURISDICTIONAL COMPETENCE AND APPLICABLE LAW \n10.1. Jurisdictional competence. Each Party irrevocably agrees that the courts of Ireland shall have \nexclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its \nsubject matter or formation (including any disputes or claims relating to non-contractual obligations). \n \n10.2. Applicable law.  his Contract and any dispute or claim arising out of or in connection with it or its \nsubject matter or formation (including disputes or claims relating to non-contractual obligations) shall be \ngoverned by and construed in accordance with the laws of Ireland, provided that if the Client is a consumer, \nthe Client will benefit from any mandatory provisions of the law of the country in which the Client is resident. \nNothing in the Contract, including this article 11.2, affects the Client's rights as a consumer to rely on such \nmandatory provisions of local law. \n \n\n \n14/18 \nARTICLE 11: CONDITIONS SPECIFIC TO CONSUMERS \nThis article 11 applies only to Clients who are considered consumers under applicable consumer protection \nlegislation, and supplements the other provisions of these General Terms of Service, which remain fully \napplicable to said Clients subject to the provisions to which article 11.2 below expressly derogates. \n \n11.1 Additional stipulations. This section 11.1 supplements the other provisions of these General Terms of \nService, which remain fully applicable to Consumers.  \n \n11.1.1 Provision of the Services. OVHcloud undertakes to provide the Service to the Client within the time \nprovided during the Order or lacking the information or agreement on the provision’s date of the Service \nwithin fifteen (15) days following the confirmation of the Order. If the Service is not provided with the \naforementioned time, the Client may request the cancellation of the transaction by registered letter with \nacknowledgement of receipt or by creating a ticket through its Management Interface by précising in the \nsubject message “Termination for default in the Provision of the Services”. Sums already paid by the Client \nare reimbursed within fourteen (14) days following the cancellation of the Order.  \n \n11.1.2 Right of cancellation. The Client enjoys the statutory right of cancellation. It may exercise this right, \nwithout having to justify its reasons nor pay any penalties other than any return fees, within a period of \nfourteen (14) days from the day after the Order. The cancellation right shall be exercised before the expiry \ndate aforementioned either via the form available for such purpose in the Management Interface, by filling \nthe following cancellation form and addressing it to OVHcloud par registered letter with acknowledgement \nof receipt, or by any other declaration clearly expressing its wish to exercise this right.  \n \nCancellation form:   \n \n“To the attention of OVH LTD (Support Service),:  \nI / we (*) hereby notify you by means of the present letter of my / our (*) revocation of the contract governing \nthe following sale of goods / provision of services (*): \nOrdered the / received the (*):  \nName of consumer(s):  \nAddress of consumer(s):  \nSignature of consumer(s) (only in case of notification using the paper form):  \nDate:  \n(*) delete as appropriate.” \n \nThe right of cancellation, when legitimately exercised, allows the Client to obtain reimbursement for the \ngoods and Services concerned by the exercise of said right, subject to any reduction that OVHcloud may \napply to reflect the value of the Services actually received by the Client at the time that it exercises its right to \ncancel. OVHcloud will make such reimbursement without undue delay and in no event later than 14 days \nafter the day on which OVHcloud is informed of Client’s decision to exercise its right of cancellation. \nOVHcloud will make the reimbursement using the same means of payment as the Client used for the initial \ntransaction, unless the Client has expressly agreed otherwise. \nThe Client cannot exercise its right of cancellation for Services which have been fully performed before the \nend of the cancellation period or for goods and Services manufactured according to the consumer’s \nspecifications or clearly customised. Therefore, the Client is informed during the Order and is invited to \nwaive its right of cancellation.  \n \n \n12.1.3 Complaints.  All complaints regarding OVHcloud Services may be addressed to: \n- Firstly to: the Customer service via the form available to the Client in its Management Interface. \n- Secondly, if the Client has not received a reply within thirty (30) calendar days following the receipt of its \ncomplaint, the Client does not have access to its Management Interface or in the event the Client is not \n\n \n15/18 \nsatisfied with the response provided by the Customer Service, it may write to: OVH - National Consumers \nService. - ENTERPRISE HOUSE O'BRIEN ROAD CARLOW R93Y0Y3 The complaint of the Client shall be reviewed \nwithin thirty (30) calendar days from the date of its receipt by the OVHcloud National Consumers Service. \n- Thirdly, if the Client wishes to have more information on online dispute resolution, please follow this link to \nthe website of the European Commission: http://ec.europa.eu/consumers/odr/. This link is provided as \nrequired by Regulation (EU) No 524/2013 of the European Parliament and of the Council, for information \npurposes only.  OVHcloud is not obliged to participate in online dispute resolution.  \n \n11.1.4 Guarantees. The Client may have statutory rights granted by law. These rights include the obligation of \nOVHcloud to perform the Services with proper care and diligence in accordance with the sale of goods and \nsupply of services act 1980 as revised. For more information about consumers’ legal rights, the Client may \nconsult the Competition and Consumer Protection Commission website located at  https://www.ccpc.ie/ \nThese General Terms of Service shall not affect such Client’s legal rights. \n \n \n11.2.  Overriding stipulations. The following provisions replace the provisions of these General Terms of \nService to which they expressly derogate. \n \n11.2.1 (derogates article 3.8) Updates to Services. OVHcloud may modify the Services at any time, and may \nadd, modify or remove ranges, options or features, as well as upgrade their performance. The Services are \ndescribed online on the OVHcloud Website. The Client is responsible for keeping abreast of any updates to \nthe Services, which are immediately applicable to any new Orders. Concerning the Services in use by the \nClient, the latter shall be informed by email or via its Management Interface of any substantial updates which \nare of a nature to downgrade said Services, at least one (1) month before the implementation of said update. \nNevertheless, modifications to Third Party Products and urgent cases (such as security risks, or legal or \nregulatory compliance updates) may result in immediate modifications to the Services. In case of any update \nthat degrades existing Services (removal of functionality, performance downgrade, etc.), the Client may \nterminate the relevant Services by registered letter with an acknowledgment of receipt or through a \nprovided form found in its Management Interface within four (4) months from the date the relevant update is \nimplemented. \n \n11.2.2 (derogates article 6.1) Price of Services. The prices of the Services invoiced to the Client are those in \neffect at the time of that the Client submits the Order, as published on the OVHcloud Website, and include \nVAT. The prices may also be communicated to the Client upon request from the Client to OVHcloud Support. \nUnless stipulated otherwise, all prices are in Euros. OVHcloud offers different rates depending on the type of \nService (monthly flat-rate, yearly flat-rate, per-use pricing, etc.). These may be linked to a commitment to a \nparticular period of time and/or a specific method of invoicing. Should several prices be available for the \nsame Service, the Client may select the one of its choosing when submitting its Order. \nSome Services are only available for business Clients, not for individual consumers.The prices of these \nServices are listed exclusive of any tax.  \nIn the absence of a special pricing mechanism, the prices of the Services shall be deemed to include the cost \nof acquiring the licenses and rights to use the tools, software and Operating Systems provided by OVHcloud \nand/or which are made available to the Client in the provision of the Services. The Client is responsible for \nacquiring and fulfilling its obligations in respect of all licenses and usage rights that are necessary to operate \nor make use of the Content within the scope of the Services. The methods for calculating the prices of the \nServices, as well as the billing units, are defined on the OVHcloud Website and in the applicable Specific \nTerms of Service. Each billing unit begun shall be invoiced and due in full. The Client is responsible for taking \nnote of this before submitting its order. Some Services shall incur additional installation or commissioning \ncosts. \n\n \n16/18 \n11.2.3 (derogates article 6.2) Changes of prices. OVHcloud reserves the right to change its prices at any time. \nPricing changes are immediately applicable to any new Orders. For Services in use at the time of an increase \nin their price, the Client shall be informed of the change by email at least one (1) month in advance. In such \ncase the Client, upon notification of said increase, has the right to terminate the impacted Services within \nfour (4) months without penalty. Such termination shall be notified by registered letter with \nacknowledgement of receipt or through a specific form provided for such purpose in the Management \nInterface.  \n11.2.2 (derogates article 6.5) Default or late payment. If the Client fails to make any payment due to \nOVHcloud under the Contract by the due date for payment, then, the Client shall pay interest on the overdue \namount at the rate of 1,5% per annum above the Central Bank of Ireland's base rate from time to time or the \nmaximum rate authorized by laws if less. Such interest shall accrue on a daily basis from the due date until \nactual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest \ntogether with the overdue amount. Furthermore, any default or delay of payment (including partial) of the \nsums due by the Client under the Contract persisting for more than four (4) calendar days after notification of \ndefault or delay of payment sent to the Client by email, shall result by right, and without requiring any \nadditional notification or formal notice, in (a) the immediate demand of all of the sums remaining due by the \nClient under the Contract regardless of their payment terms, and (b) the right of OVHcloud to decide to \nimmediately suspend, and without prior notice, all or part of the Client Services (including those which have \nbeen paid for), and to refuse any new Order or renewal of Services and to terminate all or part of the \nContract.  \n11.2.3 (replaces article 9.4) Contractual Documents. The Contract is made up of the Terms of Services which \ncomprise the entirety of the Contract entered into between the Client and OVHcloud and exclude any general \nterms and conditions of the Client and any other prior documents, agreements, or discussions. OVHcloud \nmay, at any time and by right, amend the Terms of Service in effect. Such amendments are immediately \napplicable to every new Orders. About those Services in use, the Client shall be notified via email or through \nits Management Interface of any amendment to the Terms of Service in effect. Changes to the Terms of \nService are in effect within thirty (30) calendar days from the date the aforementioned notification is sent. \nNotwithstanding the Third Party Product Terms of Service and legal and regulation compliance may be \nimmediately applicable. The Client may terminate the affected by the notified amendment within four (4) \nmonths from the new Terms of Service in effect. Such termination shall be notified via registered letter with \nacknowledgement receipt or the form provided in the Management Interface.  \n11.2.4 (replaces article 10.1) Jurisdictional competence. In case of dispute with the Client, the Court of the \nplace of residence of the defendant shall have express jurisdiction, or, at the choice of the Client, the Court of \nthe place to which the goods were delivered or the place where the services were provided.  \n \nARTICLE 12: DEFINITIONS \nThe following terms shall have the following meanings unless the context otherwise requires: \n \nAffiliates: mean any company controlled by one of the Parties, that controls one of the Parties or with which \none of the Parties is under the joint control of another third company. The notion of control has the same \nmeaning as in article L233-3 of the French consumer code. The control can be either direct or indirect.  \n \nArchive Storage: means (For Public Cloud) long-term Storage that seldom needs to be accessed. Access to \ndata stored on Archive Storage is not instant, the time required to access the data cannot be guaranteed.  \nCDN: means the Content Delivery Network is network of servers which cooperate to make content and data \navailable to users via the internet.         \n \nClient Account (or Nickhandle): means Reference Account/Client login allowing the Client to manage all its \nServices and to subscribe to additional Services. \n\n \n17/18 \n \nCloud:  Technology that uses remote execution resources and storage.   \n \nContent: means the text, information, image, audio or video material and other data placed on the Service \nby or on behalf  of  the  Customer,  including  data  which  the  Customer  permits  third parties to place on the \nService. \n \nCPU: means the Central Processing Unit, or processor, is the server component which executes the computer \nprogrammes.  \n \nData Processing Agreement: means data processing agreement applicable for the use of OVHcloud’s \nServices available on the OVHcloud website from time to time. \n \nDatacenter: means physical site where the Infrastructures provided to the Client by OVHcloud within the \nscope of the Services are localised. \n \nDedicated Cloud: means all of the Virtual Datacentres hosted on the OVHcloud Infrastructure.  The \nDedicated Cloud is managed by the Client through its management interface and the Virtualisation interface.   \n \nHost Server: means a physical server with a memory load and a processor load. It is configured and \nmanaged by OVHcloud within its Dedicated Cloud and is designed to accommodate one or several Virtual \nMachines managed by the Client.  \n \nIncidents: means any event which causes or is likely to cause an interruption or a reduction in the \ncontinuous operation of the Infrastructure and/or services provided to the Client by OVHcloud. \n \nInfrastructure(s): mean(s) \n(Dedicated Cloud) The structure established by OVHcloud to accommodate the Client's Dedicated Cloud, \nwhich notably includes the network, the bandwidth, the physical resources and the virtualisation.   \n(Virtual Private Server, Public Cloud and DeskaaS) All components provided by OVHcloud include in \nparticular (depending on the circumstance) the Host Server, the Storage Space, the network, the bandwidth \nand/or virtualisation or cloud computing technology.  \n(Public Cloud) All the elements developed by OVHcloud. This especially includes, the Host Server, Storage, \nnetwork, bandwidth and virtualisation and / or cloud technology, as appropriate. \n \nManagement Interface: means the \"Manager\" space is accessible to the Client after identification by \ninputting its customer ID and the corresponding password.   \n \nOperating Systems (OS): mean the programme that controls how the server capacity is used by managing \nall application programmes. \n \nObject Storage Container: mean Distributed Storage Space based on the Object Storage architecture \n(management of data as objects).  \nOrder(s): mean(s) a request made by the Client to the Supplier for Services to be supplied under the Terms \nand Conditions. \n \nOVHcloud Deontological Charter: means the code of good conduct for the use of OVHcloud’s Services \navailable on the OVHcloud website from time to time. \n \nOVHcloud Group: means together OVH SAS and its Affiliated Companies worldwide. \n \nOVHcloud Support: means OVHcloud team responsible for assisting the Client and handling Incidents and \nensuring the availability and security of Services in accordance with the applicable terms and performance \nlevels. \n\n \n18/18 \n \nOVHcloud Website: means OVHcloud company’s website \"ovhcloud.com\" or any other derivative website \nbelonging to one of its Affiliates. \n \nPack: means Dedicated Cloud offer with Host Servers and Storage Spaces configured in a Virtual Datacentre, \nand possible additional options.   \n \nPeriod of Use:  means standard period of use of a Service subject to subscription periods. \n \nServices: mean all services provided by the Supplier to the Client in accordance with the Contract. \n \nSpecific Terms of Service (or Special conditions): mean document describing one or several Service(s) \nprovided by OVHcloud and setting the conditions of performance and conditions of use applicable to such \nService(s). \n \nStorage Space:  means the disk space allocated to the Client enabling it to store the data of the Virtual \nMachine in the Virtual Datacentre in a centralised and secure manner.   \n(Public Cloud): Disk space, onto which, an Instance’s data can be stored. Storage can be either a Local or \nRemote, depending on the characteristics of the Instance. Among the Storage available within the OVHcloud \nPublic Cloud service, OVHcloud offers Archive Storage and Object Storage Containers.  \nThird Party Products: mean product developed by a third-party provider and available to the Client within \nthe scope of OVHcloud Services. \n \nThird Party Product Terms of Use: mean set of documents describing the terms and conditions applicable \nto Third Party Products. \n \nUsers: mean persons using the Services under Client’s liability. (CDN infrastructure, CDN WebStorage) \nInternet users visiting the Client Website. (Geocache Accelerator): Internet users downloading the Client’s \nFiles.   \n \nVirtualisation: means Technology that allows multiple systems, virtual servers or applications to operate on \na same physical server \n \nVirtual Datacentre: means non-physical datacentre composed of a Pack, additional resources subscribed to \nby the Client, Virtual Machines, and one or several private network(s).   \n \nVirtual Desktop or “DeskaaS”: means Virtualised workstation consisting of hardware resources containing \none or more CPU, RAM capacity and Storage Space, located on a Host Server, as well as pre-installed \napplications, accessible from different platforms (including PC, tablet, smartphone) via Cloud technologies.  \nVirtualisation Interface: means third party software provided by OVHcloud that allows the Client to manage \nits Dedicated Cloud and the associated services, and in particular to establish and manage its Virtual \nMachines.   \n \nVirtual Machine: means a non-physical server that uses Virtual Datacentre resources and is installed on the \nDedicated Cloud network. Each virtual machine is managed independently from any other within the Client's \nVirtual Datacentre.   \n \n \n","paragraphs":null,"sentences":null},"annotations":[{"general_category":"Limitation of remedy clauses","name":"Limitation of company's liability","legal_ground":"Annex 1(a) Directive 93/13","code":"ltd","score":-1,"explanation":"Unlawful limitation of liablility for damages connected with the use of service, when the company limits its liability for at least one of the following: (a) personal injury or (b) non-performance against consumers or (c) intentionally caused damage"},{"general_category":"Limitation of remedy clauses","name":"Maximal threshold of company's liability","legal_ground":"Annex 1(a) Directive 93/13","code":"ltd_cap","score":-1,"explanation":"Everyone entitled to the damages connected with using the service may claim them only to a certain amount"},{"general_category":"Limitation of remedy clauses","name":"Limitation period","legal_ground":"art. 119 KC*****","code":"period","score":0,"explanation":"The ToS does not contain a clause described above"},{"general_category":"Limitation of remedy clauses","name":"No promises","legal_ground":"Article 8 Directive 2019/770","code":"as_is","score":1,"explanation":"Lack of as-is clause"},{"general_category":"Limitation of remedy clauses","name":"Indemnification clause","legal_ground":"-","code":"indemn","score":0,"explanation":"Indemnification clause is present in ToS. An indemnification clause establishes obligation for one party (the indemnifying party) to compensate the other party (the indemnified party) for specific costs and expenses arising from third-party claims or direct claims."},{"general_category":"Dispute resolution clauses","name":"Choice of law other than user's domicile","legal_ground":"Article 6 Rome I****","code":"c_law","score":-1,"explanation":"The ToS provides that a law other than the law of the user's habitual residence will apply to disputes arising in connection with the contract"},{"general_category":"Dispute resolution clauses","name":"Choice of forum other than user's domicile","legal_ground":"Annex 1(q) Directive 93/13","code":"c_forum","score":0,"explanation":"The ToS provides that disputes arising in connection with the contract shall be resolved in a court of a different jurisdiction from that of the user's permanent residence, but only in relation tu businesses"},{"general_category":"Dispute resolution clauses","name":"Mandatory arbitration","legal_ground":"Annex 1(q) Directive 93/13 + art. 385[3] pkt 23 KC","code":"arb","score":1,"explanation":"Lack of mandatory arbitration"},{"general_category":"Dispute resolution clauses","name":"Class action waiver","legal_ground":"-","code":"class","score":1,"explanation":"Lack of class action waiver"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of contract","legal_ground":"Annex 1(j) Directive 93/13","code":"contr_chg","score":-1,"explanation":"When the company reserves the right to change the contract without a valid reason (the ToS state the company can always change the contract)"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of future prices","legal_ground":"partially Annex 1(j) Directive 93/13","code":"price_chg","score":0,"explanation":"When the company reserves the right to change the future price of services that were not yet supplied or enabled"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of service by the company","legal_ground":"Article 19 Directive 2019/770","code":"serv_chg","score":-1,"explanation":"When the company reserves the right to change the service without a valid reason (when the ToS state, that the company can always change the service or does not state any requriements at all). A service change is a situation, where a company unilaterally modifies the service, by changing existing design, adding or removing features, modyfing purpose of the service, etc."},{"general_category":"Unilateral alteration clauses","name":"Account deletion and unilateral termination of contract by the company","legal_ground":"Annex 1(g) Directive 93/13***","code":"acc_del","score":0,"explanation":"When the company reserves the right to delete a user’s account without serious grounds but with a notice period or with serious grounds but without a notice period. "},{"general_category":"Unilateral alteration clauses","name":"Transfer of contractual rights to another subject","legal_ground":"Annex 1(p) Directive 93/13","code":"transfer","score":-1,"explanation":"When the ToS allows for contractual rights’ transfer to another subject without user’s consent"},{"general_category":"Right to police the behaviour of users","name":"User content deletion","legal_ground":"partially inferred from Article 6 Directive 2019/770** & Article 17 DSA","code":"cnt_del","score":1,"explanation":"When a company does not reserve a right to delete content put in the service by the user"},{"general_category":"Right to police the behaviour of users","name":"Account suspension","legal_ground":"partially inferred from Article 6 Directive 2019/770 & Article 17 DSA","code":"acc_sus","score":0,"explanation":"When the company reserves the right to suspend a user’s account without serious grounds but with a notice period or with serious grounds but without a notice period"},{"general_category":"Regulatory requirements","name":"Internal complaint-handling system","legal_ground":"Article 17 DSA","code":"com_sys","score":0,"explanation":"Presence of internal complaint-handling system that does not meet all of the requirements stated in article 17 DSA"},{"general_category":"Regulatory requirements","name":"Retrieval of digital content by the user","legal_ground":"Article 16(4) Directive 2019/770","code":"cnt_retr","score":-1,"explanation":"Lack of clause ensuring the right to retrieve the digital content belonging to the the user after contract's termination."},{"general_category":"Various","name":"Excessive user content IP license ","legal_ground":"-","code":"IP","score":1,"explanation":"ToS contains an IP license to the content put in the service by the user that it states it is needed solely to perform the service or ToS lacks any IP license requirements"},{"general_category":"Various","name":"Discretional power to interpret the ToS","legal_ground":"Annex 1(m) Directive 93/13","code":"discret","score":-1,"explanation":"The company reserves the exclusive right to interpret any term of the contract only by itself"},{"general_category":"Various","name":"Severability clauses ","legal_ground":"-","code":"sever","score":0,"explanation":"The ToS contains provisions that keep the remaining part of the contract in force in case a court declare one or more of its provisions unconstitutional, void, or unenforceable (severability clauses)"},{"general_category":"Various","name":"Right to incorporate user's feedback or suggestions without compensation","legal_ground":"-","code":"suggest","score":1,"explanation":"According to ToS, the company does not have a right to incorporate into the service user feedback or suggestions without compensation"}]}