Terms of Service

1. Preamble

These Terms govern the supply of computing services by Shelf Cloud Services ("Shelf", "we", "us") to the person or entity ordering them ("Customer", "you").

Shelf operates dedicated server capacity in data centres in Germany, in part through infrastructure partners. Those partners impose operating rules on Shelf, and these Terms pass the relevant obligations to the Customer. Where an infrastructure partner may act against Shelf's capacity without notice, Shelf may act against the Customer's instance without notice. This is stated plainly because it is the single most important operational fact about this service. Infrastructure partners acting as sub-processors are identified in §8.3 and in the Data Processing Addendum.

The following documents form part of the contract, in this order of precedence:

1. Your order and the Service Description applicable to it

2. These Terms of Service

3. The Acceptable Use Policy (§7)

4. The Data Processing Addendum, where concluded (§8)

5. The Privacy Policy

2. Scope and formation

1.1 These Terms apply to all business relationships between Shelf and the Customer and form an integral part of every contract. They also apply to future services without needing to be agreed again.

1.2 The Customer's own terms and conditions do not apply and do not become part of the contract, even where Shelf does not expressly object to them.

1.3 The service is offered to businesses only. By ordering, the Customer represents and warrants that they are acting in the course of a trade, business, craft or profession, and not as a consumer. Shelf may require evidence of business status, including a VAT identification number or company registration number, and may refuse or terminate service where that evidence is not provided.

1.4 A contract is formed when the Customer completes checkout and Shelf confirms activation of the service. Shelf may decline any order within five working days of receipt without giving reasons. Confirmation of receipt alone does not conclude a contract.

1.5 The Customer warrants that the registration data they supply is correct and complete, and will notify Shelf of changes within 14 days. Shelf may require evidence.

1.6 No employee or agent of Shelf is authorised to give verbal guarantees, commitments or side agreements. Only text-form agreements bind Shelf.

3. Services

2.1 Shelf supplies virtual machine instances running on dedicated hardware operated by Shelf in German data centres. The specification of each instance — vCPU, memory, storage, and network policy — is set out in the Service Description at the time of order.

2.2 vCPU allocations are dedicated, not burstable. Where an instance size is described as compatible with a named third-party instance type, that description is for size comparison only. It is not an affiliation with, endorsement by, or equivalence to any third-party provider, and all third-party marks belong to their owners.

2.3 Bandwidth is unmetered, subject to fair use. Shelf does not bill egress. Sustained use that impairs other customers, or that exceeds the fair-use ceiling stated in the Service Description, may result in rate limiting after notice, or immediate limitation where the impairment is severe.

2.4 Shelf may make technical changes to the service within the scope of what is reasonable for the Customer, and may migrate an instance to different underlying hardware for maintenance, capacity or reliability reasons. Shelf will give advance notice where practicable.

2.5 Shelf offers no availability zones, no cross-site redundancy, and no automatic failover. An instance runs on a single physical machine. Where redundancy is required, the Customer must architect it across multiple instances and understand that Shelf cannot guarantee those instances sit on separate hardware unless expressly agreed in writing.

4. Availability

3.1 Shelf targets 99.0% monthly availability per instance, measured as the instance's power state and network reachability, excluding the exclusions in §3.3.

3.2 This target is deliberately lower than that offered by large cloud providers. It reflects the single-machine architecture described in §2.5 and the fact that data centre network availability commitments available to Shelf are made on an annual average, economically-reasonable-efforts basis and do not extend to individual servers.

3.3 The following are excluded from availability measurement: scheduled maintenance notified at least 24 hours in advance; emergency maintenance; suspension under §7 or §10; failures caused by the Customer's software, configuration or content; and events outside Shelf's reasonable control, including failures of data centre infrastructure, network or power.

3.4 Where availability falls below the target in a calendar month, the Customer's sole remedy is a service credit under the schedule in the Service Level Agreement (10% below 99.0%, 25% below 95.0%, 50% below 90.0%), claimed in writing within 30 days. Credits are applied to future invoices, are not refundable in cash, and are capped in aggregate at 100% of one month's fee for the affected instance.

5. Customer responsibilities

4.1 Root access and administration. The Customer has full and sole administrative rights over their instances and is solely responsible for configuring, securing, patching and operating them, at their own expense and risk. Shelf does not manage, monitor or patch customer instances.

4.2 Security. The Customer must configure and operate their instances so as not to compromise the integrity, security or availability of the networks, servers or data of Shelf, its infrastructure partners, or any third party. Operating open mail relays, open resolvers, or any system capable of participating in denial-of-service attacks is prohibited.

4.3 Backups. Shelf does not back up Customer data. The Customer is solely responsible for making and testing regular backups, stored outside the Shelf instance. The Customer must take a complete backup before any change they or a third party makes. Where data is lost for any reason, Shelf's obligation is limited to making the instance available again; restoring data is the Customer's responsibility.

4.4 Support is provided by email at [support@ email], Monday–Friday 09:00–18:00 CET excluding Estonian public holidays, with target first responses per the Service Level Agreement (4 hours for an instance that is down; 1 business day for degraded service; 2 business days otherwise). Support covers the availability of the instance and the correctness of billing. It does not cover the Customer's operating system, applications, or configuration.

4.5 Credentials. The Customer is responsible for safeguarding SSH keys, API keys and account credentials, and for all activity occurring under them. Compromise must be reported to Shelf without delay.

4.6 Export control. The Customer must comply with all applicable export and import control regulations, including those of the United States and the European Union.

6. Prices, quoting and payment

5.1 Quoting. Prices are set dynamically against market conditions and Shelf's available capacity. Shelf may decline to quote for any instance size at any time, and a quotation carries no obligation to supply until an order is completed.

5.2 Price lock. The price shown at the time of order applies for the life of that subscription and does not change with subsequent market movement. Shelf may change prices for new orders at any time. Where Shelf must change the price of an existing subscription, it will give at least 30 days' notice, and the Customer may terminate with effect from the date the change takes effect.

5.3 Billing. Subscriptions are billed monthly in advance in the currency shown at order, plus any applicable value added tax. Payment is processed by Stripe; the Customer must comply with Stripe's terms. Invoices are issued electronically.

5.4 Late payment. If payment fails, Shelf will notify the Customer and allow a grace period of three days. After the grace period, Shelf may suspend the instance. Shelf may charge statutory default interest on overdue sums.

5.5 Taxes. The Customer is responsible for all taxes, duties and levies arising from their use of the service, other than tax on Shelf's income. Where reverse charge applies, the Customer must supply a valid VAT identification number.

7. Third-party use of the service

6.1 The Customer may permit third parties to use the services they order from Shelf. The Customer nevertheless remains Shelf's sole contractual partner and remains solely and fully liable for compliance with these Terms, including by those third parties.

6.2 Before granting any such rights, the Customer must ensure all legal and contractual provisions are complied with, including these Terms and the Acceptable Use Policy.

6.3 Where a third party breaches these Terms, supplies incorrect or incomplete data, or fails to co-operate, the Customer assumes full liability for all resulting damage and indemnifies Shelf against all claims arising, including reasonable legal costs.

8. Acceptable Use Policy

The following are prohibited. This list reflects operating rules that apply to Shelf's underlying capacity. Breach may result in immediate suspension without prior notice, because the underlying server may itself be locked without notice.

7.1 Prohibited activity:

• Cryptocurrency operations. Mining, farming, plotting, and comparable proof-of-work or proof-of-capacity activity are prohibited outright, whatever the currency and whatever the scale.

• Attacks and abuse of networks. Denial-of-service participation, port scanning, intrusion attempts, operating open mail relays or open resolvers, or any activity impairing the networks or systems of others.

• Spam and forged mail. Unsolicited bulk or commercial email; falsifying sender data; disguising the identity of the sender by any means.

• Illegal or infringing content. Content infringing third-party intellectual property, name, trademark, personality or data protection rights.

• Prohibited content categories. Pornographic or obscene material; extremist content; gambling; content offending common decency; content capable of seriously endangering the morals of children or young persons; defamatory content, insults, or disparagement of persons or groups.

• Circumvention. Attempting to access other customers' instances or data, or to escape the virtualisation boundary.

• Resale of raw capacity. Reselling Shelf capacity to further third parties without Shelf's prior written consent. (§6.1 permits third-party use; onward resale creates a liability chain Shelf cannot police.)

7.2 Compliance with law:

The Customer must independently check and comply with all legal provisions arising from their use of the service, including telecommunications and telemedia law, national and international intellectual property law, personality rights, competition law and data protection law. The Customer indemnifies Shelf against all third-party claims arising from breach of these obligations.

7.3 Enforcement:

7.3.1 Where Shelf becomes aware of prohibited activity or illegal content, it may require immediate removal and may suspend the instance or the account.

7.3.2 Where the activity threatens the security or regular operation of Shelf's or its infrastructure partners' systems, or where an infrastructure partner requires it, suspension is immediate and without prior notice.

7.3.3 Shelf will notify the Customer of any suspension as soon as reasonably practicable and will state the reason.

7.3.4 Shelf may report unlawful activity to the competent authorities and to affected infrastructure partners, and may preserve and disclose logs and content where legally required.

9. Data protection

8.1 Where the Customer processes personal data using the service, the Customer is the controller and Shelf is a processor. Shelf processes personal data on the Customer's documented instructions only.

8.2 A Data Processing Addendum under Article 28 GDPR is not concluded automatically. The Customer who processes personal data of third parties must conclude a DPA with Shelf. In the absence of one, Shelf assumes no third-party personal data is being processed and will not take measures specific to that processing.

8.3 Sub-processors. Shelf engages sub-processors for infrastructure hosting, payment processing and operational tooling. The current list of sub-processors, with their identity, purpose and location, is set out in the Data Processing Addendum and is available on request at any time. By concluding a DPA the Customer gives general authorisation to those sub-processors. Shelf will give at least 30 days' notice before adding or replacing a sub-processor, and the Customer may terminate if they reasonably object on data protection grounds.

8.4 Customer data is stored in Germany. Shelf does not transfer Customer instance data outside the EEA except as necessary for support requested by the Customer.

8.5 Encryption. Instance storage is encrypted at rest at the host level. Shelf holds the encryption keys and can technically access instance storage. This is not a zero-knowledge service. The Customer must encrypt data within the instance where a stronger boundary is required.

8.6 Shelf will notify the Customer without undue delay on becoming aware of a personal data breach affecting Customer data, and will assist the Customer with their obligations under Articles 32–36 GDPR so far as reasonably practicable.

8.7 Shelf warns the Customer that no method of internet data transmission is completely secure. The Customer is responsible for the security of data they store on their instances.

10. Term, termination and data deletion

9.1 Contracts run for an indefinite term. Subscriptions renew monthly until terminated.

9.2 Termination by the Customer. The Customer may terminate at any time with effect from the end of the current billing period, through the Shelf dashboard or by written notice. Fees already paid are not refunded on a pro rata basis unless Shelf terminates without cause.

9.3 Termination by Shelf. (a) For convenience: with 30 days' notice to the end of a calendar month. (b) For cause, without notice: where the Customer fails to pay after the grace period; where the Customer breaches §7; where an infrastructure partner suspends or terminates the underlying capacity; or where continued supply would expose Shelf to legal liability.

9.4 Data deletion. On termination, the instance is stopped and its storage is retained for 7 days, during which the Customer may request a copy at Shelf's reasonable expense. After that period, storage is securely wiped and the data cannot be recovered. Where termination is for cause under §9.3(b) or is required by an infrastructure partner, deletion may be immediate.

9.5 Suspension is not termination. A suspended instance continues to be billed unless and until the contract is terminated.

9.6 The Customer may not transfer their rights and obligations under this contract to a third party without Shelf's prior written consent.

11. Liability

10.1 The Customer uses Shelf services at their own risk.

10.2 Shelf is liable without limitation for damage arising from intent or gross negligence, and for injury to life, body or health. Shelf is not liable for loss of profit, loss of business, loss of goodwill, or indirect or consequential loss.

10.3 For culpable breach not arising from intent or gross negligence, Shelf's liability is limited to foreseeable damage typical for this type of contract, and in any event to a maximum of 100% of the fees paid by the Customer for the affected service in the month in which the damage occurred.

10.4 Data loss. Given §4.3, Shelf's liability for loss of Customer data is limited to the cost of restoring data from backups the Customer holds. Shelf is not liable for the Customer's failure to maintain backups.

10.5 Shelf is not liable for failures of underlying data centre infrastructure beyond passing on any compensation Shelf actually recovers from the relevant infrastructure partner in respect of the Customer's service.

10.6 Customer indemnity. The Customer indemnifies Shelf against all claims, damages, fines and costs (including reasonable legal fees) arising from: the Customer's breach of §7; content the Customer or their users publish; the Customer's breach of applicable law; and claims brought by third parties to whom the Customer has granted use under §6. This indemnity survives termination.

12. Warranty

11.1 The service is provided with reasonable skill and care. To the extent permitted by law, all other warranties, express or implied, including fitness for a particular purpose and merchantability, are excluded.

11.2 Shelf does not warrant that the service will be uninterrupted or error-free, beyond the availability target in §3.

13. Changes to these Terms

12.1 Shelf may amend these Terms, the Acceptable Use Policy and the Service Descriptions by giving the Customer at least 30 days' notice by email or through the customer account.

12.2 Where an amendment materially disadvantages the Customer, the Customer may terminate with effect from the date the amendment takes effect. Continued use after that date constitutes acceptance.

12.3 Changes required to comply with law, or to pass through changes imposed on Shelf by an infrastructure partner, may take effect on shorter notice where necessary, with notice given as early as practicable.

14. Force majeure

Neither party is liable for failure to perform caused by events beyond its reasonable control, including natural events, war, terrorism, labour disputes, failures of public telecommunications networks, power failures, government action, and failures of upstream suppliers and infrastructure partners. Payment obligations already accrued are not excused.

15. Confidentiality

Each party will keep confidential the non-public information of the other disclosed in connection with the service, and use it only for performing this contract. This does not apply to information that is public, independently developed, or required to be disclosed by law.

16. Notices

Notices to Shelf: . Notices to the Customer: the email address on the customer account. Notices are deemed received on the next working day after sending. It is the Customer's responsibility to keep their contact address current (§1.5).

17. Final provisions

16.1 These Terms and the contractual relationship between Shelf and the Customer are governed by the laws of the Republic of Estonia, excluding the UN Convention on Contracts for the International Sale of Goods and conflict-of-laws rules.

16.2 The exclusive place of jurisdiction for all disputes arising from this contractual relationship is Harju County Court, Tallinn, Estonia. Shelf is nevertheless entitled to bring proceedings at the Customer's place of business. Mandatory statutory provisions on exclusive jurisdiction are unaffected.

16.3 Shelf is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

16.4 If any provision is or becomes invalid or unenforceable in whole or in part, the validity of the remaining provisions is unaffected. The invalid provision is replaced by one that comes closest to its commercial purpose within the limits of the law.

16.5 These Terms, together with the documents listed in the Preamble, constitute the entire agreement and supersede all prior understandings.

Shelf Cloud Services OÜ Registry code: [registrikood — from e-Business Register on incorporation] Registered address: [Estonian registered address / service provider address] VAT number: [EE………… — see note below] Management board: [name(s)] Contact: [email]

Version 0.1 (draft) · Not in force

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