Legal
Terms of Service
1. Parties and Scope
These Terms of Service ("Terms") govern the relationship between Cloudsol OÜ (registration number 14229249), a private limited company incorporated under Estonian law ("Cloudsol", "we", "us"), and the business entity that has entered into a service agreement with Cloudsol ("Client", "you").
These Terms apply to all infrastructure services provided by Cloudsol OÜ, including High Availability Clusters, Geo-Distributed Systems, Storage Platforms, and Private Cloud Environments. Services are provided exclusively to registered business entities (B2B). Cloudsol does not provide consumer-facing services.
Key definitions:
- Services: Infrastructure engineering solutions as described in individual Service Agreements.
- Service Agreement: A formal written agreement specifying the scope, SLA, pricing, and technical parameters of services provided to the Client.
- Client: The business entity that has entered into a Service Agreement with Cloudsol OÜ.
- Effective Date: The date on which a Service Agreement is signed by both parties.
2. Services
Cloudsol OÜ delivers engineered infrastructure solutions under contract-based recurring service agreements. Services are custom-designed to client specifications following a technical assessment process.
Services are activated only after: (a) completion of a technical requirements assessment, (b) delivery and acceptance of an architecture proposal, and (c) execution of a written Service Agreement. There is no automated or instant provisioning. All infrastructure is dedicated to the Client and not shared with other clients.
The specific technical parameters, architecture, SLA commitments, and pricing applicable to each Client are defined in the individual Service Agreement. In the event of conflict between these Terms and a Service Agreement, the Service Agreement prevails with respect to the specific matter in conflict.
3. Service Agreements
Each engagement is governed by an individual Service Agreement that defines the specific infrastructure scope, technical specifications, service level parameters, commercial terms, and any Client-specific operational requirements.
Service Agreements may only be amended by written agreement signed by authorized representatives of both parties. Amendments take effect from the date specified in the amendment document, unless otherwise agreed.
These Terms are incorporated by reference into all Service Agreements. Where these Terms are silent on a matter addressed in a Service Agreement, the Service Agreement governs.
4. Client Obligations
The Client agrees to:
- Use the infrastructure exclusively for lawful purposes and in compliance with all applicable laws and regulations, including those of the European Union and the Republic of Estonia.
- Comply with the Cloudsol OÜ Acceptable Use Policy (AUP), which is incorporated into all Service Agreements by reference.
- Ensure that all applications, data, and workloads hosted on the infrastructure comply with applicable law.
- Assume full responsibility for the content, applications, and data operated on the infrastructure.
- Notify Cloudsol OÜ promptly — and in any event within 24 hours — upon becoming aware of any security incident, compromise, or suspected unauthorized access affecting the infrastructure.
- Maintain accurate contact and billing information for the duration of the service relationship.
- Not resell, sublicense, or assign infrastructure services to third parties without prior written consent from Cloudsol OÜ.
5. Payment Terms
Services are billed on a monthly recurring basis. Invoices are issued at the beginning of each billing cycle and are payable within 30 days of the invoice date (net 30), unless a different payment period is specified in the Service Agreement.
All invoices are denominated in Euros (EUR). Accepted payment methods are defined in the Service Agreement. Cloudsol OÜ does not accept anonymous payment methods.
In the event of late payment, Cloudsol OÜ reserves the right to: (a) charge statutory interest under applicable Estonian law; (b) suspend services after written notice with a minimum 7-day cure period; and (c) terminate services for non-payment following a further 14-day written notice period.
6. Cancellation and Termination
Unless otherwise specified in the applicable Service Agreement, either party may cancel services by providing 30 days' written notice to the other party. Client cancellation notices must be submitted in writing to billing@cloudsol.ee and must specify the services to be cancelled and the requested termination date.
Cloudsol OÜ may terminate services immediately, without a notice period, in circumstances defined in the Acceptable Use Policy, including but not limited to: CSAM, active DDoS attacks originating from the infrastructure, sanctions violations, or any violation posing imminent serious harm to third parties.
Upon termination, the Client's access to the infrastructure will be revoked. The Client is responsible for extracting any data prior to the termination date. Cloudsol OÜ assumes no liability for data loss following termination. Refund eligibility is governed by the Refund & Cancellation Policy.
7. Service Levels
Service level parameters — including uptime targets, maintenance windows, response times, and escalation procedures — are defined in individual Service Agreements. No universal SLA applies across all services.
SLA obligations are excluded in circumstances including: (a) Client-caused incidents or misconfigurations; (b) scheduled maintenance communicated in advance; (c) force majeure events as defined in Section 11; (d) denial-of-service attacks or other external security incidents beyond Cloudsol's reasonable control.
8. Intellectual Property
All infrastructure designs, configurations, architecture documentation, and operational methodologies developed by Cloudsol OÜ remain the exclusive intellectual property of Cloudsol OÜ. No license to use, copy, or distribute such materials is granted beyond what is necessary for the Client to receive the services.
Client data, applications, and proprietary software operated on the infrastructure remain the property of the Client. Cloudsol OÜ does not claim any rights in Client data.
9. Confidentiality
Both parties agree to maintain the confidentiality of all non-public information disclosed by the other party in connection with the service relationship ("Confidential Information"). This includes but is not limited to technical architecture details, commercial terms, pricing, and operational data.
Confidential Information may not be disclosed to third parties without the prior written consent of the disclosing party, except: (a) to employees or contractors with a need to know for the purposes of service delivery; (b) as required by law or regulatory authority; or (c) where the information has entered the public domain through no fault of the receiving party.
Confidentiality obligations survive termination of the service relationship for a period of three (3) years.
10. Limitation of Liability
To the maximum extent permitted by applicable law, Cloudsol OÜ's total aggregate liability to the Client arising from or in connection with the services — whether in contract, tort, or otherwise — is capped at the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.
In no event will Cloudsol OÜ be liable for indirect, consequential, special, incidental, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, even if advised of the possibility of such damages.
Nothing in these Terms excludes or limits liability that cannot be excluded under applicable Estonian law, including liability for death or personal injury caused by negligence or for fraud.
11. Force Majeure
Neither party is liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from circumstances beyond that party's reasonable control, including but not limited to: natural disasters, pandemics, acts of war or terrorism, power grid failures, civil unrest, government actions, or significant Internet infrastructure outages.
The party experiencing a force majeure event must notify the other party in writing within 48 hours of becoming aware of the event, describing its nature and expected duration. If a force majeure event continues for more than 30 consecutive days, either party may terminate the affected service on 14 days' written notice without financial penalty.
12. Dispute Resolution
In the event of a dispute arising from these Terms or any Service Agreement, the parties agree to first attempt resolution through direct negotiation between authorized representatives within 30 days of written notice of the dispute.
If negotiation does not resolve the dispute within the stated period, either party may refer the matter to the courts of the Republic of Estonia. The parties irrevocably submit to the jurisdiction of the Estonian courts for this purpose.
13. Governing Law
These Terms of Service and all Service Agreements are governed by and construed in accordance with the laws of the Republic of Estonia, without regard to conflict of law principles.
14. Amendments
Cloudsol OÜ may amend these Terms by providing 30 days' written notice to the Client via email to the registered contact address. Continued use of services after the notice period constitutes acceptance of the updated Terms. If the Client does not accept the amended Terms, the Client may cancel services in accordance with Section 6 prior to the effective date of the amendment.
15. Severability and Entire Agreement
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. The invalid provision shall be interpreted, to the extent possible, in a manner that reflects the original intent of the parties.
These Terms, together with the applicable Service Agreement and the Acceptable Use Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, or agreements relating thereto.
A waiver of any right or remedy under these Terms is only effective if given in writing. No failure to exercise, and no delay in exercising, any right or remedy under these Terms shall constitute a waiver of that right or remedy.