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Professional Services Terms and Conditions – 2023

Updated July 2023

These Professional Services Terms and Conditions (“Terms and Conditions”) together with the applicable Virtuozzo General Terms and Conditions and Third Party Software Terms (collectively “Virtuozzo Terms and Conditions”), govern the provision of professional services (“Services”) as defined in Clause 1.1 below, from VZ Hybrid Compute (UK) Limited, Riverbank House, 2 Swan Lane, London, EC4R 3TT, United Kingdom or any of its Affiliates as identified in the Sales Order (“Virtuozzo“), as applicable, to Customer (each of Virtuozzo and Customer, a “Party“, and collectively, the “Parties“). VZ Hybrid Compute (UK) Limited and each of its Affiliates are collectively referred to in these Terms and Conditions as “Virtuozzo”. Capitalized terms used but not defined in these Terms and Conditions shall have the meaning assigned to them in the Virtuozzo Terms and Conditions. In the event of a contradiction between these Terms and Conditions and the Virtuozzo Terms and Conditions, these Terms and Conditions shall prevail but only to the extent of such conflict.

By executing a Statement of Work (“SOW”) or a Sales Order (each of the SOW and the Sales Order, “Document” and together, “Document(s)”) that references these Terms and Conditions, Customer irrevocably accepts and agrees to be bound by these Terms and Conditions. If the individual accepting these Terms and Conditions is accepting them on behalf of a company or other legal entity, such individual represents that such individual has the authority to bind such entity and its affiliates to these Terms and Conditions, in which case the term “Customer” will refer to such entity and its affiliates. If the individual accepting these Terms and Conditions does not have such authority, or does not agree with these Terms and Conditions, such individual must not accept these Terms and Conditions and may not receive Services.

  1. Definitions
    1. “Services” means any services provided by Virtuozzo to Customer (as listed in Clause 2.2) under the applicable Document(s).
    2. “Content” means information, data, files, systems, applications, websites and other items which are reproduced, hosted, collected, stored, transmitted, distributed, published, and more generally used and/or operated by the Customer within the scope of the Services.
    3. “Document(s)” mean a written agreement executed by the Parties (either a Sales Order or a SOW as defined in Clause 2.1), which identifies the Services ordered by Customer, including the associated fees.
    4. “Deliverables” means any works, documents, materials or functionality developed by Virtuozzo in relation to the Services and as further specified in the applicable Document.
      1. “Customer Materials” means any materials or Technology provided to Virtuozzo by Customer in connection with the Services.
      2. “Third-Party Materials” means any Third-Party Software and materials that should be used during the performance of the Services.
  2. Services
    1. SOW and Sales Orders. The Addendum to these Terms and Conditions describes the general scope of the Services provided by Virtuozzo. The Documents will specify and describe the specific business case, including but not limited to the scope of the Services, the Deliverables, project description, milestones, fees and payment schedule, as well as any other terms and conditions applicable to Service. All Documents are subject to Virtuozzo’s written acceptance. Any executed Document may contain specific terms agreed upon in writing by Virtuozzo and Customer. In the event of conflict between the terms of the Documents and these Terms and Conditions, the terms of the Documents shall prevail. The terms and timescales for the provision of Services vary depending on the Service ordered.
    2. Scope and Type of Services. Customer may engage Virtuozzo to perform various Services under the specific Document by delivering a written request describing the proposed Services, which are included hereunder and described in more details in the applicable Document:
      • Consulting Services
      • Onboarding Services
      • Deployment Services
      • Training Services
      • Maintenance Services and Administrative Tasks
      • Audit Services
      • Subscription Based
      • Maintenance and
      • Monitoring
      • Advanced Platform Services
      • Migration Services


      Depending on the Document executed with the Customer, Virtuozzo provides two categories of Services:

      1. One-Time Services means Services that are provided by Virtuozzo to Customer on a one-off basis and for which Virtuozzo issues a one-time invoice to Customer according to the applicable fees.
      2. Subscription-based Services means Services that are provided by Virtuozzo to Customer on a recurrent basis and for which Virtuozzo issues invoices to Customer on a monthly or annual basis as agreed with the Customer and according to the applicable fees.
    3. Selection of Services. Prior to ordering the Services, Customer must familiarize itself with all the applicable terms for the required Services. Customer must review all the applicable documentation, configuration options, and types of Services available, in order to select the appropriate Services depending on the Customer’s requirements. In particular, the Customer must verify that the Services are suited to the legal and regulatory framework applicable to the use of the Services. It is the sole responsibility of the Customer to ensure that the delivery terms for the ordered Services meet its needs. The terms and requirements of the Services may be updated regularly. The Customer is responsible to be aware of these updates, particularly when signing new Documents.
    4. Virtuozzo Commitments and Obligations. Virtuozzo undertakes to exercise reasonable skill and care when providing Services in accordance with the requirements, terms and levels of Service stated in the Documents. In particular, Virtuozzo agrees to exercise reasonable skill and care in having a competent team responsible for assisting the Customer and ensuring the availability of Services in accordance with the applicable terms and service levels.
    5. Compliance with these Terms and Conditions. The Customer acknowledges and agrees to order and use the Services in accordance with these Terms and Conditions that are in effect, and which may be amended, supplemented, or modified by Virtuozzo from time to time. Any such amendment or modification will become effective immediately from when it is uploaded to https://www.virtuozzo.com/legal/ and Customer continued use of the Services shall constitute acceptance of such amendment and/or modification. Customer undertakes to comply with these Terms and Conditions, as well as any information communicated to the Customer by Virtuozzo at the time of the Customer’s request.
    6. Content. Virtuozzo does not intervene in the handling of the Content, or in the accessing of said Content for any other purpose than what is necessary for the provision of the Services. Virtuozzo does not perform any verification, validation, or updates on said Content. Furthermore, Virtuozzo does not perform any backups of Content stored within the Services. Customer is solely responsible for taking all necessary measures to safeguard the Content in order to protect it from risk of loss or damage regardless of the cause. It is Customer’s responsibility to ensure that the Content is legal and used in accordance with applicable industry standards, laws and regulations. Any use of illegal or fraudulent Content (including but not limited to the distribution, publication, storage or transmission of content of sexually explicit material, content that is obscene, offensive, hateful or inflammatory, incites crimes against humanity, acts of terrorism, pedophilia, anti-Semitism, racism, or content inciting hatred or discrimination towards individuals by reason of their gender, religion, sexual orientation or identity, or disability), or the illegal or abusive use of Content (for example, fraudulent use of content, or use of content in violation of rights belonging to a third party such as personality rights, copyrights, patents, brands or other intellectual property rights) within the scope of Services is prohibited, and can lead to, in accordance with the provisions of these Terms and Conditions and the Documents, the immediate suspension of all or part of the Services provided under the Documents and/or the termination of the Documents by Virtuozzo, without prejudice to Virtuozzo’s other rights and remedies under the Document or at law.
  3. Customer Responsibilities
    1. Responsibilities. The Customer is responsible for providing the required assistance to Virtuozzo for the successful provision of the Services. Customer agrees to comply with the following responsibilities hereinbelow, as well as any additional Customer Responsibilities as listed in the Documents:
      • Customer will provide Virtuozzo with a list of individuals, including contact information for the primary contacts and key stakeholders responsible for collaborating with the Virtuozzo team.
      • Customer will provide timely access to all information and systems as requested by Virtuozzo for I provision of the Services.
      • Customer will provide administrator level access to Virtuozzo to enable the Services provision, installation, and configuration, as applicable.
      • Customer will ensure that all required agreements with vendors of Third-party Software are in place and integration data will be provided to Virtuozzo.
      • Customer will ensure that the prerequisites for platform deployment as outlined on Virtuozzo’s website are met by the underlying and interfacing infrastructure, and that
        necessary infrastructure details (e.g., server vendor details and specification) are communicated to Virtuozzo for verification.
      • Customer will ensure that data and program backup has been performed on all systems which will be impacted by the Services prior to the start of the respective work. Virtuozzo will have no liability for loss or recovery of data or programs or for Customer’s failure to properly back-up any data or programs.
      • Customer acknowledges that Virtuozzo will require the fulfillment of specific requirements or provision of specific deliverables in order to complete selected projects/ project stages. Those requirements and deliverables are outlined on Virtuozzo website and documentation, as well as requested in course of the projects and project stages as provided. Customer agrees to provide such deliverables and to fulfil the necessary requirements in a timely manner to enable Virtuozzo to perform the Services.
      • Customer acknowledges that Virtuozzo will require written Customer approval (“Approval”) of the Deliverables during the provision of the Services. Documents requiring Approval will be presented to the authorized Customer’s approver by Virtuozzo’s team, and Customer shall have five (5) Business Days to review and approve the Documents or provide Virtuozzo a written description of the items requiring resolution before Approval. Failure to approve a presented Deliverable or set of Deliverables representing the finalization of an entire phase, or failure to respond within the allocated period will be considered a delay in the timelines set in the Documents and subject to a Change Order and additional fees.Customer must fulfill any of the above responsibilities in a timely manner and must cooperate with Virtuozzo in the provision of the Services when required by Virtuozzo. Customer will be responsible for any delays caused by its own failure to fulfill the above responsibilities. If any delays occur due to Customer’s own actions or inactions, Virtuozzo will be entitled to an extension of time for completion of the Services, as well as the right to recover from Customer any additional costs, which Virtuozzo may incur. Customer’s failure to perform its contractual obligations and/or delays caused by Customer will relieve Virtuozzo of any obligation for the payment of damages or penalties associated.
  4. Acceptance of the Services
    1. Acceptance types. Depending on the type of Services the acceptance is as set forth below:
      • Acceptance of Deployment Services: Customer will be able to inspect and perform tests of all Deliverables within fourteen (14) Business Days following delivery upon Virtuozzo notification that the Deployment Services have been delivered to Customer. If during testing, Customer determines that the Deliverables operate in accordance with the specifications as per the Document, Customer shall notify Virtuozzo of the acceptance of the Deliverable (“Acceptance” or “Accepted”). If Customer determines that the Deliverables do not perform in accordance with the specifications as per the Document, Customer must submit a detailed report of any material deficiencies to Virtuozzo immediately but not later than three (3) Business Days after identifying the discrepancies. Virtuozzo will investigate the reported deficiencies or performance problems and shall deliver a corrected version/fix/repair of the Deliverables or workaround within thirty (30) Business Days after receipt of the report of deficiencies. Customer will have seven (7) Business Days to retest the Virtuozzo Products after Virtuozzo has notified Customer that it has completed the corrections/repairs. This process will continue for no more than three (3) times or until Customer notifies Virtuozzo of its Acceptance or the Deliverables are otherwise considered accepted, as set forth herein. If there is no Acceptance after the third (3rd) time when the Deliverables are provided for testing, the Parties agree to negotiate in good faith to agree on a solution which is mutually acceptable to both Parties. If within fourteen (14) Business Days after the initial delivery or within seven (7) Business Days after subsequent deliveries, Customer does not submit a detailed report of deficiencies, then the Virtuozzo Products are considered to be Accepted by Customer.
      • The Deliverables of all other Services shall be considered accepted by Customer upon delivery of such Services to Customer without any testing of the rendered Deliverables.
  5. Handoff to Support
    1. Support. Customer will be transitioned to Virtuozzo’s support team in accordance with the terms of the applicable Virtuozzo Support Terms and Conditions available at https://go.virtuozzo.com/support-terms-conditions upon completion of the Services of each production environment.
    2. Handover. After handover to support, Customer shall notify Virtuozzo’s support team on all non-compliance issues. Virtuozzo support team will serve as a single point of contact for notification of defects after Virtuozzo Software acceptance according to the Virtuozzo’s Support Terms and Conditions.
  6. Delivery
    1. Service Provision. Virtuozzo will provide the Services remotely via internet, web conference, telephone or instant messenger. If Customer requests onsite provision of the Services, Virtuozzo will only perform such onsite delivery subject to:
      1. Customer agreeing to the additional fees covering the travel expenses of Virtuozzo personnel performing onsite delivery; and
      2. Virtuozzo and Customer mutually agreeing on a schedule for such onsite delivery.
    2. Service availability. Virtuozzo will perform the Services during regular Virtuozzo business hours between 8am and 8pm Monday-Friday in the regions providing Virtuozzo resources, excluding national holidays in the region in which the Virtuozzo resources are located.
  7. Platform Onboarding
    1. Customer may be eligible for Virtuozzo’s platform onboarding program to facilitate accelerated completion of new platform installations. Virtuozzo will assign a project manager to guide Customer through the onboarding and installation process according to a mutually agreed timeline. Customer will comply with the platform installation requirements and will provide required content, as well as perform requested tasks for integration and testing of the installation within the mutually agreed timeframe. Failure of Customer to comply or cooperate with Virtuozzo will lead to project delays, as well as an option for Virtuozzo to postpone the onboarding program for Customer. In such case Customer will not be entitled to refunds of any fees.
  8. Change Order Procedure.
    1. Either Party may request a modification to the Deliverables or to any material provision of the Document by submitting a Change Order Request (“COR”). Upon receipt of a COR, Virtuozzo will assess its financial and scheduling impacts, if any. The Parties will review Virtuozzo’s assessment to determine whether the COR would be mutually acceptable. Virtuozzo may not unreasonably refuse to accept a COR initiated by Customer, if Customer agrees to bear the pricing and schedule impacts.
    2. If the Parties agree on the COR, the Parties will execute the COR and the COR will become an integral part of the respective Document. If the Parties are unable to agree within five (5) business days after the COR is submitted, then the submitting Party may either withdraw the COR or terminate the Document. If the Document is terminated, the only payments due are for the Deliverables delivered, Services performed, and expenses incurred by Virtuozzo prior to the termination date.
  9. Payments
    1. Customer agrees to pay the amounts specified in Virtuozzo invoice based on the Documents. If no payment terms are specified in the applicable Documents, fees and other charges must be due and payable by the Customer within thirty (30) calendar days of the date of Virtuozzo’ invoice. Customer is not allowed to set-off or withhold any amounts from the payment of the fees. If Customer fails to pay as required in these Terms and Conditions, Virtuozzo will be (i) charging a late interest fee of 6% per annum above the Bank of England’s base rate from time to time or at the maximum rate permitted under applicable law, whichever is less, for all amounts past due; and (ii) charging Customer for all costs and expenses reasonably incurred by Virtuozzo relating to collection of past due amounts (including reasonable collection agency fees, attorneys’ fees and the like). Customer agrees to pay and reimburse Virtuozzo for all such amounts and fees.
  10. Changes to fees
    1. Virtuozzo reserves the right to change its fees at any time. Changes of the fees are immediately applicable to any new Documents. The Customer will be informed of the change at least thirty (30) Business Days in advance by e-mail, web conference or telephone for Services in use at the time of an increase in their fees. The Customer has the right to terminate without penalty the impacted Services within seven (7) calendar days upon the notification of the said fee increase. Such termination shall be notified by registered letter with acknowledgement of receipt. In the absence of said termination, the Customer is deemed to have accepted the new prices. The termination right is not applicable in case of fee increase due to unpredictable circumstances making the execution of the Services excessively expensive for Virtuozzo, unless Virtuozzo has agreed in writing to assume the risk.
  11. Taxes
    1. All amounts payable under the Document shall exclude all applicable sales, use and value added taxes, other taxes and all applicable export and import fees, customs duties and similar charges. Customer must pay Virtuozzo the total invoice amount without deductions for taxes, assessments, fees, or charges of any kind. Customer is responsible for paying all sales, use, excise, value-added, withholding or other tax or governmental charges imposed on the licensing or use of the Deliverables (collectively “Taxes”). Customer shall be responsible for payment of all Taxes resulting from the Document (other than taxes based on Virtuozzo income). In the event that such Taxes are imposed and Customer is required to deduct such amounts from the fees payable hereunder, the Parties agree that the original amount invoiced by Virtuozzo will be increased by the amount of such Taxes such that Customer pays Virtuozzo the amount of fees as originally invoiced. The Customer shall apply the provisions of the applicable double taxation treaty to decrease the applicable tax rate or to avoid to the extent possible levying of taxes on Virtuozzo’s profit (fees). For the purpose of applying a double taxation treaty, Virtuozzo shall provide to Customer, upon Customer’s request, a certificate of tax residency or other documentation that may be required to confirm the domicile (tax residency) of Virtuozzo pursuant to the laws of country of incorporation of Virtuozzo.
  12. Intellectual Property Rights
    1. Ownership of Virtuozzo Products. Customer acknowledges that Virtuozzo owns all right, title, and interest, including all Intellectual Property in and to the Virtuozzo Products and all work products, derivative works, developments, inventions, technology or materials provided under or otherwise in connection with a Document, (including all related components) throughout the world in and to the original and all copies and portions of the Virtuozzo Products, and Customer hereby assigns all such rights, if any, to Virtuozzo. Virtuozzo expressly reserves all rights not expressly granted to Customer in these Terms and Conditions.
    2. Ownership of Deliverables. Virtuozzo shall retain all right, title and interest, including all patent, copyright, trade secret, trademark, moral rights, mask work rights, and all other types of intellectual property and proprietary rights, in and to the Deliverable(s), including without limitation any modifications, updates and derivatives works thereto.
    3. Ownership of Customer Materials. Customer and its licensors are and will remain the sole and exclusive owners of all right, title, and interest in and to the Customer Materials, including all Intellectual Property Rights therein. Unless otherwise specified in the Documents, Virtuozzo shall have no right or license to, and shall not use any Customer Materials except to the extent necessary to perform the Services and provide the Deliverables to Customer. All other rights in and to the Customer Materials are expressly reserved by Customer.
    4. Ownership of Third-Party Materials. Ownership of all Third-Party Materials, and all Intellectual Property Rights therein, is and will remain with the respective owners thereof, subject to any express licenses or sublicenses granted to Customer.
  13. Third Party Software
    1. Virtuozzo Third Party Software disclaimers. Subject to specific commitments undertaken within the scope of the applicable Service:
      • Virtuozzo is not responsible for Third Party Software made available within the scope of the Services, which may contain technical errors, security vulnerabilities, incompatibilities or instabilities. Virtuozzo offers no guarantee for the Third-Party Software made available by Virtuozzo to Customer during the provision of the Services (including all related information and items such as systems, applications, etc.)
      • The Customer is only authorized to use the Third-Party Software made available to it by Virtuozzo in accordance with the terms of the Document and the applicable license of the Third Party Software.
    2. Customer restrictions. The Customer uses the Third-Party Software entirely at its own risk, in accordance with the applicable Third-Party Software Terms. Any use of Third-Party Materials shall be governed by, and be subject to, the terms and conditions of the respective Third-Party Materials. Unless otherwise agreed in the Documents, Customer shall grant to Virtuozzo such licensed rights in the Third-Party Materials as necessary for the performance of the Services. Customer shall secure, at Customer’s sole cost and expense, any rights, consents, licenses and approvals which are required for the performance of the Services. Customer shall bear all royalties, license fees or other considerations payable in respect of such licenses, rights, consents and approvals.
  14. Licenses
    1. Licenses to the Deliverables. Virtuozzo hereby grants to Customer a perpetual, irrevocable, non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely for Customer’s internal business purposes. Unless otherwise agreed in the Documents, such license shall be subject to a separate fee as specified in the Documents.
    2. Licenses to Customer Materials. Customer hereby grants to Virtuozzo the limited, royalty-free, non-exclusive right and license to Customer Materials solely as necessary to incorporate such Customer Materials into, or otherwise use such Customer Materials in connection with creating, the Deliverables. The term of such license shall commence upon Customer’s delivery of the Customer Materials to Virtuozzo, and shall terminate upon Customer’s acceptance or rejection of the Deliverables to which the Customer Materials relate. Subject to the foregoing license, Customer reserves all rights in the Customer Materials.
  15. Warranty
    1. Virtuozzo warrants to Customer that the Services will conform to the representations by Virtuozzo set forth in the Document, and Virtuozzo will perform the Services in a professional and workmanlike manner. Customer acknowledges and agrees that Virtuozzo provides the Services “AS IS” and Virtuozzo expressly disclaims all other warranties of any kind or nature, whether express, implied or statutory, including, but not limited to, any warranties of operability, condition, title, non-infringement, accuracy of data or quality, as well as any warranties of merchantability, system integration, workmanship, suitability, fitness for a particular purpose, or the absence of any defects. Virtuozzo does not warrant that the Services rendered in the applicable Documents will meet Customer’s requirements or that the operation thereof will be uninterrupted or error-free, or that errors will be corrected. Virtuozzo does not provide any warranties in relation to the Third-Party Software.
  16. Liability
    1. Limitation of liability. The cumulative liability of Virtuozzo to Customer for all claims arising from or relating to these Terms and Conditions and any Documents shall be a maximum of the fees paid to Virtuozzo by Customer under the Document during the three months period immediately preceding the event which gave rise to the claim.
    2. Excluded Damages. IN NO EVENT WILL VIRTUOZZO BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, COSTS TO COVER, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH VIRTUOZZO’S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY SERVICES, OR INFORMATION VIRTUOZZO PROVIDES UNDER A DOCUMENT, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES. THE OBLIGATIONS OF VIRTUOZZO AND ANY OF ITS SUBSIDIARIES UNDER THESE TERMS AND CONDITIONS ARE THE SEPARATE OBLIGATIONS OF EACH SUCH ENTITY, AND NOTHING HEREIN WILL CREATE ANY JOINT AND SEVERAL LIABILITY BETWEEN OR AMONG VIRTUOZZO AND ANY OF ITS SUBSIDIARIES.
  17. Indemnity
    1. Each Party will indemnify, defend, and hold the other Party and its officers, directors and employees harmless from and against any and all liabilities (including costs of defense, settlement, and reasonable attorney fees) that arise from any third party claims to the extent attributable to bodily injury or damage to tangible personal property (not including data) caused by gross negligence, reckless or willful misconduct of the Party or its employees or agents associated with Services performed hereunder.
  18. Suspension of the Services
    1. Virtuozzo’s right to suspend. Virtuozzo reserves the right to suspend all or part of the Services in the event of:
      • known risk to the stability and/or security of the Virtuozzo systems or environment by the Services and/or Customer Content;
      • request issued by a legal authority or competent judicial authority;
      • notification by a third party in accordance with applicable laws; or
      • noncompliance of the Customer with all or part of these Terms and Conditions.


      The suspension may occur immediately and without prior notice in case of urgency or necessity, and particularly in the case of an event such as described in point (a) and (c) above, or in case of illicit or fraudulent use of the Services, or use that is in violation of the rights of a third party, and more generally, of any use which may bind the liability of Virtuozzo.

    2. Parties’ obligation in the suspension. Except in relation to cases of judicial or legal requisitioning or non-compliance with the Terms and Conditions, Virtuozzo shall endeavor to minimize the impact of a suspension on the normal operations of the Services. Any such suspension shall in no way release the Customer from its obligation to pay the entirety of the fees due to Virtuozzo under the Documents. In the event any such suspension results in a failure by the Customer to fulfil its obligations under the Document, the suspension shall take place, without prejudice to Virtuozzo’s right to terminate the Document in accordance with Clause 19 “Term and Termination” hereafter, and without prejudice to Virtuozzo’s other rights and remedies at law. Except in cases of termination of the Services, suspensions of Services shall not result in the deletion of the Customer’s Content. Unless suspensions result exclusively from Virtuozzo’s failure to fulfil its obligations, the duration of the aforementioned suspensions shall not count as unavailability of Services in respect with the service level agreement provided in the Document, if any.
  19. Term and Termination
    1. Term. The Documents shall become effective upon the Effective Date and shall continue for the initial period set out in the Document unless terminated earlier in accordance with this Clause 19.3.
    2. Subscription-based Services Term. Subscription-based Services (as defined in section 12.1) Term will become effective on the Effective Date of the Document and shall remain in effect for the Initial Term. Thereafter, the Subscription-based Services will renew automatically for an additional period of 1 (one) year with fees according to the then-current pricelist, unless either Party provides notice of termination of the Document at least ninety (90) Business Days prior to the Initial Term or a Renewal Term.
    3. Termination. Either Party may terminate the Services according to the following events listed below:
      • In the event of material breach of the obligations set forth in these Terms and Conditions or in a Document, wherein the non-breaching party has provided the breaching party with written notice of ten (10) calendar days to cure the breach, and the breaching party has failed to cure such breach.
      • In the event Customer fails to pay any required amounts as set in the Documents within three (3) calendar days after receiving a due notice for such outstanding payment.


      Notwithstanding anything to the foregoing, in the event of malicious, illegal or fraudulent use of the Services, or use made in violation of the rights of a third party, Virtuozzo has the right to terminate the relevant Services in their entirety with immediate effect without prior formal notice by providing a notice via e-mail.

  20. Compliance with Laws
    1. The Customer must use the Services in a reasonable manner, in compliance with all applicable laws and regulations the Services are subject to, including, without limitation, by means of compliance with the Virtuozzo Sanction Compliance Terms, which are available at: https://www.virtuozzo.com/legal/sanction-compliance-terms/, and may be amended, supplemented, or modified by Virtuozzo from time to time. The Customer undertakes to keep informed of any updates or changes to laws and regulations, as well as any documentation provided by Virtuozzo. Customer is not allowed to perform the following actions (the list is not exhaustive):
      • abuse, fraudulent or excessive use of the Services and resources made available to the Customer, particularly any use of a nature that threatens the stability and security of Virtuozzo systems.
      • intrusions or intrusion attempts launched from the Services (including, but not limited to, port scanning, sniffing, spoofing, and more generally, attacks on external parties originating from resources made available by Virtuozzo).
      • any use or attempted use of spam or any other similar technique, and;
      • use of illicit or prohibited Content as specified in Clause 2.7 “Content”. For clarity’s sake, crypto currency mining, denial of service attacks, spamming, or any other activity designed to, or capable of disrupting, damaging or limiting the functionality of any Services are strictly prohibited.
  21. Force Majeure
    1. Neither Party will be responsible for unforeseen circumstances beyond its reasonable control that make performance under this Terms and Conditions or the relevant Document impossible or delay performance under these Terms and Conditions or the relevant Document. For the purpose of this Clause, force majeure shall encompass strikes, acts of vandalism, war or threat of war, sabotage, terrorist acts, insurrection or riot, fires, pandemics, earthquakes, floods and explosions, as well as power cuts beyond the control of the affected Party. In case of occurrence of a Force Majeure event, the affected Party must inform the other Party promptly in writing, detailing the circumstances and the expected duration of the Force Majeure event. The affected Party shall keep the other Party regularly informed of the status of the Force Majeure event. To the extent that a Party is prevented or delayed by a Force Majeure event, the duration of the performance of the Services will be extended; provided, however, that payment obligations for sums payable at the time of the events will not be extended.
  22. Data Protection
    1. Virtuozzo and Customer shall, in the course of performing their obligations under these Terms and Conditions, comply with the provisions of all applicable data protection legislation. To the extent needed, both parties shall agree upon a separate data processing agreement. Further information regarding how Virtuozzo processes Customer personal data is available in the privacy policy (Privacy Policy – Virtuozzo) available at: https://www.virtuozzo.com/legal/privacy-policy/. Virtuozzo reserves the right, consistent with data privacy and other user data protection requirements applicable to the jurisdiction where data is stored, and if mandated by applicable law, regulation, legal process, or governmental order, to disclose user data or other information, but only to the extent required to satisfy those laws, regulations, or orders. Unless prohibited by law or other order, Virtuozzo will provide reasonable notice of any such required or requested disclosure to Customer and reasonably cooperate to limit such disclosure to the extent allowed by law. Customer acknowledges and agrees that the support services that may be provided pursuant to these Terms and Conditions can be provided from countries other than the country in which Customer is based.
  23. Miscellaneous
    1. Applicable Law. These Terms and Conditions are governed by and construed in accordance with English law. The Parties agree that all disputes between the Parties arising out of or in relation to these Terms and Conditions shall be resolved amicably between the Parties. Should the Parties fail to resolve the dispute amicably within thirty (30) calendar days upon written request by one Party to the other Party, such dispute shall be subject to the exclusive jurisdiction of the English courts. The prevailing Party in any action under this Agreement is entitled to recover reasonable attorneys’ fees and related costs.
    2. Notices. Any notice to be given pursuant to these Terms and Conditions must be sent on email addresses provided by the Parties in the Document in English. If the Party changes its email addresses, new email addresses shall be communicated by such Party to the other Party by an email notification. Notice will be deemed duly given in writing when delivered to an email provided by the Party in the Document, or sent by confirmed facsimile transmission, or sent by certified or registered mail or nationally recognized express courier, return receipt requested, to the address shown on the Document. To be effective, all notices to Virtuozzo shall be sent: (i) to Riverbank House, 2 Swan Lane, London, EC4R 3TT, United Kingdom, if sent by certified or registered mail or nationally recognized express courier; (ii) to billing-ops@virtuozzo.com, if sent by e-mail, unless another email is provided in the Document.
    3. Assignment. Customer shall not assign its rights or delegate its obligations under these Terms and Conditions nor in any Document without Virtuozzo’s prior written consent; any such consent shall not be unreasonably withheld. These Terms and Conditions shall be binding upon and inure to the benefit of Virtuozzo and Customer and their successors and permitted assigns. Virtuozzo may assign these Terms and Conditions or any Documents without changes of contractual contents in its totality to any subsidiary or Affiliate of Virtuozzo with ten (10) calendar days’ prior due notice (in accordance with Clause 23.2 above) to Customer.
    4. Waiver. Failure by either Party, on a per incident basis, to insist upon performance by the other Party or failure to act in the event of a breach will not be construed as consent to or waiver of any subsequent failure to perform or breach of the same or of any other term or condition contained in these Terms and Conditions.
    5. Severability. If any provision of these Terms and Conditions or the application of any provision is, by a court of competent jurisdiction, declared invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding any other portion of these Terms and Conditions. The Parties intend and agree that these Terms and Conditions will be considered amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is valid, legal and enforceable and that substantially achieves the same objective.
    6. Counterparts. These Terms and Conditions may be executed in counterparts (including by email pdf or facsimile transmission), each of which will constitute an original and all of which, when taken together, will constitute one and the same agreement.
    7. Entirety. These Terms and Conditions, together with the applicable Documents, contain the entire understanding of the Parties with respect to the matters contained in these Terms and Conditions and the applicable Documents. There are no promises, covenants, or undertakings (oral or written) other than those expressly set forth in these Terms and Conditions and the applicable Documents. These Terms and Conditions supersede and replace in their entirety all other prior and contemporaneous agreements and understandings, whether oral, written or implied, if any, between the Parties with respect to the subject matter of these Terms and Conditions and the applicable Documents.

 

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