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DEDICATED SERVER RENTAL AGREEMENT

General Terms and Conditions of Euronodes Ltd

§ 1 – Scope of Application

These General Terms and Conditions (hereinafter: "Terms") govern all contracts between Euronodes Ltd, a company registered in Cyprus with its principal place of business in Limassol, Cyprus (hereinafter: "Provider") and any contracting partner as defined in § 3 (hereinafter: "Customer") regarding dedicated server rental services and related services as described in § 2.

The version of these Terms in effect at the time of contract conclusion shall apply. Deviating terms and conditions of the Customer shall not become part of the contract unless the Provider expressly agrees to their applicability in writing. Provisions in the service description, including any Service Level Agreement (SLA), shall take precedence over the provisions of these Terms in case of conflict.

§ 2 – Subject Matter of the Contract

The Provider operates data center facilities across Europe (including but not limited to Frankfurt, Limassol, Lisbon, Madrid, and Prague) that are connected to the Internet. The Provider offers the following services:

Dedicated Server Hosting: The Customer may rent physical server hardware exclusively allocated to the Customer. The Customer is responsible for operating system installation, configuration, and administration (root/administrator access provided).

Managed Dedicated Server: The Customer may rent a pre-configured dedicated server with operating system and basic services installed by the Provider.

Virtual Private Server (VPS): The Customer may rent virtualized server resources on shared physical infrastructure.

Colocation: The Customer may house their own server hardware in the Provider's data center facilities, with power and network connectivity provided.

Additional Services: Including but not limited to domain registration, SSL certificates, backup services, S3-compatible storage, and managed services.

The specific scope of services, including technical specifications, is defined in the applicable service description and order confirmation.

§ 3 – Contracting Parties

The Provider concludes contracts with both private and commercial customers. Commercial customers include legal entities, partnerships, and natural persons acting in the exercise of their commercial or professional activities. A private customer (consumer) is any natural person concluding a contract for purposes outside their trade, business, or profession.

Colocation services are available exclusively to commercial customers. The Customer warrants that the information provided during registration is accurate and complete, and agrees to promptly update such information if it changes.

§ 4 – Conclusion of the Contract

The presentation of services on the Provider's website or other promotional materials does not constitute a binding offer. By placing an order, the Customer submits a binding offer to conclude a contract.

Orders may be placed electronically via the Provider's website or customer portal, or in writing. When ordering electronically, the Customer may review and correct any input errors before final submission. The Customer should save or print the order confirmation and these Terms for their records.

The Provider will acknowledge receipt of the order by email. This acknowledgment does not constitute acceptance of the offer. Acceptance occurs through a separate contract confirmation, by the Provider commencing service provision, or by issuing an invoice. The contract language is English.

§ 5 – Right of Withdrawal (Consumers Only)

Customers who qualify as consumers under applicable law may have a statutory right of withdrawal. The Provider will inform such customers separately about their withdrawal rights. Commercial customers are not entitled to a right of withdrawal.

The right of withdrawal may not apply or may be limited where the Provider has fully performed the service with the consumer's prior express consent and acknowledgment that the right of withdrawal would be lost upon full performance.

§ 6 – Prices and Payment

All prices displayed for private customers are final prices inclusive of applicable VAT. Prices for commercial customers are stated net of VAT unless otherwise indicated; VAT will be added where applicable.

One-time fees (setup fees, hardware costs) are payable upon contract conclusion. Recurring fees are due monthly in advance unless otherwise agreed. Invoices are sent electronically to the email address provided by the Customer.

If the Customer fails to pay by the due date, the Provider may, after giving reasonable notice, suspend services including but not limited to: disabling server access, suspending network connectivity, or discontinuing domain renewals. Suspension of services does not release the Customer from payment obligations.

Objections to usage-based charges must be raised within thirty (30) days of invoice receipt. After this period, invoiced amounts are deemed accepted unless the Provider acted fraudulently or failed to notify the Customer of this deadline.

Payment shall be made by bank transfer, credit card, or other payment methods offered by the Provider. If a payment fails due to insufficient funds or incorrect payment details provided by the Customer, the Customer shall bear any resulting bank charges and a handling fee of EUR 10.00, unless the Customer proves no fault on their part.

§ 7 – Contract Term and Termination

The initial contract term is specified in the service description or selected by the Customer during ordering (minimum term). Unless terminated in accordance with this section, the contract automatically renews for successive periods equal to the initial term, or on a month-to-month basis for consumers.

Notice Period: For consumers, the notice period is one (1) month. For commercial customers, the notice period is as specified in the service description or order, but not less than thirty (30) days before the end of the current term.

Form of Termination: Termination must be submitted in text form (email, letter, or via the customer portal). Commercial customers may be required to provide written termination with signature.

Termination for Cause: Either party may terminate the contract immediately for cause. Cause for termination by the Provider exists in particular if: - The Customer is in payment default for more than four (4) weeks for an amount equal to or exceeding one monthly payment; - The Customer materially or repeatedly breaches contractual obligations after written warning; - The Customer uses the services for illegal purposes or in violation of § 9.

If the Provider terminates for cause before the minimum term expires, the Customer shall pay 50% of the remaining fees until the end of the minimum term. The Customer may provide evidence that the Provider's actual damages are lower.

End of Contract: Upon termination, the Provider will deactivate the Customer's access credentials and suspend services. Data stored on the servers will be deleted within thirty (30) days after contract end. The Customer is solely responsible for backing up their data before contract termination.

§ 8 – Rights and Obligations

8.1 Customer Credentials

Login credentials provided to the Customer must be kept confidential and protected against unauthorized access. The Customer is responsible for all activities conducted using their credentials, unless unauthorized access occurred without the Customer's fault.

8.2 Data Backup

The Customer is solely responsible for backing up all data stored on the Provider's servers. Backups must be stored separately from the Provider's infrastructure. The Provider does not guarantee data recovery in case of hardware failure, software errors, or other incidents unless backup services have been explicitly contracted.

8.3 Colocation

For colocation services, the Customer grants the Provider a contractual lien on the hardware placed in the data center to secure claims arising from the contract. The Customer's hardware is not insured by the Provider. The Customer must maintain liability insurance covering personal injury, property damage, and financial losses with coverage of at least EUR 1,000,000 (one million euros) and provide proof upon request. The Customer is solely responsible for hardware maintenance.

8.4 Server Configuration

For dedicated and managed hosting, the Provider may modify server configurations when necessary due to technological requirements, security updates, or legal compliance, provided such modifications do not materially reduce the contracted scope of services. The Provider will notify the Customer of significant changes in advance where possible.

8.5 Physical Access

Physical access to servers in the Provider's data centers is permitted only for colocation customers, by prior appointment. Persons requiring access must be named in advance and must present valid government-issued photo identification.

8.6 Software and Licensing

The Customer is solely responsible for ensuring that all software installed on their server is properly licensed. The Provider may provide licensed software (such as operating systems or control panels) as part of managed services, subject to the applicable license terms. The Customer shall comply with all license terms and indemnify the Provider against any claims arising from license violations.

9.1 General Prohibition

The Customer shall not use the services for any unlawful purpose or in violation of applicable laws and regulations. Prohibited content and activities include, but are not limited to: - Content that is racist, promotes violence, or constitutes hate speech; - Distribution of child sexual abuse material; - Copyright infringement or distribution of pirated content; - Phishing, fraud, or other deceptive practices; - Distribution of malware or conducting cyberattacks; - Unauthorized access to third-party systems.

9.2 Spam Prohibition

The sending of unsolicited commercial email (spam) is strictly prohibited. This includes mass messaging via email, forums, chat services, or any other communication medium without the express consent of the recipients. Violation of this prohibition may result in a contractual penalty determined at the Provider's reasonable discretion, subject to judicial review.

9.3 Provider's Rights

In case of obvious or proven legal violations, the Provider may immediately suspend the Customer's services (blocking). If a violation is alleged but not yet proven, the Provider will request the Customer's statement. If no satisfactory statement is provided, the Provider may proceed with suspension.

9.4 Infrastructure Protection

If the Customer's server materially impairs or endangers the functionality, security, or availability of the Provider's infrastructure or other customers' services, the Provider may suspend the affected services for the duration of the impairment or threat.

9.5 Notice and Remediation

Where possible, the Provider will warn the Customer before taking action. If the Customer remedies the violation, the Provider will lift the suspension. The Provider may charge a handling fee of EUR 49.00 for actions taken under this section, unless the Customer proves they were not at fault.

9.6 Indemnification

The Customer shall indemnify and hold harmless the Provider against all third-party claims arising from the Customer's use of the services, including reasonable legal costs.

§ 10 – Service Levels and Warranty

10.1 Availability

The Provider guarantees an average annual network availability of 99.9% at the network handover point (uplink router). This guarantee excludes: - Scheduled maintenance (up to 1% of monthly availability, conducted with advance notice where possible, preferably between 22:00 and 06:00 local time); - Force majeure events; - Failures outside the Provider's control (Internet disruptions, DDoS attacks, etc.); - Downtime caused by the Customer's actions or configurations.

10.2 Hardware Replacement

For dedicated servers, the Provider will replace failed hardware components within a reasonable timeframe as specified in the applicable SLA. Hardware replacement does not guarantee data recovery.

10.3 Domain Services

The Provider forwards domain registration requests to the competent registry. The actual allocation of a domain is outside the Provider's control. The Provider makes no guarantee regarding the successful registration or continued existence of any domain.

10.4 Statutory Warranty

Except as otherwise provided herein, statutory warranty provisions apply. The limitation of liability in § 11 also applies to damage claims based on defects.

§ 11 – Limitation of Liability

11.1 Unlimited Liability

The Provider is liable without limitation for: - Damages caused by intent or gross negligence; - Injury to life, body, or health; - Liability under mandatory statutory provisions (including product liability); - Liability arising from any guarantees expressly assumed by the Provider.

11.2 Limited Liability

For breaches of essential contractual obligations due to ordinary negligence, the Provider's liability is limited to foreseeable damages typical for this type of contract. Essential contractual obligations are those whose fulfillment enables proper contract performance and on which the Customer may regularly rely.

11.3 Exclusion of Liability

Otherwise, the Provider's liability for damages is excluded, regardless of legal basis. There is no strict liability for initial defects. This also applies to the personal liability of the Provider's legal representatives, employees, and agents.

11.4 Data Loss

The Provider's liability for data loss is limited to the typical recovery effort that would have been required if the Customer had maintained proper backups in accordance with § 8.2.

§ 12 – Data Protection

The Provider processes personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). Personal data provided by the Customer (such as name, address, email, payment information) is processed solely for contract performance and related purposes.

The Provider may share personal data with third parties where necessary for contract performance (e.g., payment processors, domain registries, data center partners).

The Customer may request access to, correction, deletion, or portability of their personal data, and may restrict processing, subject to legal retention requirements. The Provider's Privacy Policy, available on the website, provides detailed information about data processing practices.

§ 13 – Confidentiality

Both parties agree to treat as confidential all non-public information received from the other party in connection with this contract. This obligation survives the termination of the contract for a period of two (2) years.

§ 14 – Modifications to Terms

The Provider may modify these Terms with reasonable notice. The Customer will be notified of changes via email or through the customer portal at least thirty (30) days before they take effect. If the Customer does not object within the notice period and continues to use the services, the modified Terms are deemed accepted. The Provider will specifically inform the Customer of this consequence in the change notification.

§ 15 – Final Provisions

15.1 Severability

If any provision of these Terms is or becomes invalid, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely achieves the economic purpose of the invalid provision.

15.2 Jurisdiction

For commercial customers, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Limassol, Cyprus. The same applies to customers who do not have a general place of jurisdiction in Cyprus, who relocate their residence abroad after contract conclusion, or whose residence is unknown at the time of filing suit.

15.3 Applicable Law

This contract is governed by the laws of the Republic of Cyprus, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). For consumers, mandatory consumer protection provisions of the consumer's country of residence remain applicable.

15.4 Set-Off and Retention

The Customer may only set off against the Provider's claims if the Customer's counterclaims are undisputed or have been finally adjudicated. The Customer may only exercise a right of retention based on counterclaims arising from the same contractual relationship.

15.5 Assignment

The Customer may not assign rights or obligations under this contract without the Provider's prior written consent. The Provider may engage subcontractors or assign the contract to affiliated companies.

15.6 Entire Agreement

This contract, together with the service description and any applicable SLA, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings.

§ 16 – Dispute Resolution

The European Commission provides an online dispute resolution (ODR) platform at: https://ec.europa.eu/consumers/odr/

Provider contact: [email protected]

The Provider is not obligated to participate in dispute resolution proceedings before a consumer arbitration board.

Euronodes Ltd
Limassol, Cyprus
www.euronodes.com

Last updated: [DATE]

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