These General Terms and Conditions (“GTC”) apply to all services, offers, and agreements entered into by the relevant Kolo DC entity (“Provider”) with a customer (“Client”), unless expressly agreed otherwise in writing.
 
1. Scope
These General Terms and Conditions (“GTC”) govern the provision, use, and performance of the Services delivered by the Provider, as well as any related equipment, software, documentation, and infrastructure.
In the event of any inconsistency between these GTC and the provisions of an Agreement, a Master Agreement, a Specific Contract, or a Service Level Agreement (SLA), the terms of the applicable agreement shall prevail.
Any deviation from these GTC shall only be valid if expressly agreed in writing by the Parties.
 
2. Definitions
Abuse Policy – The document referenced in the Agreement that sets out prohibited uses of the Services and defines procedures for addressing abuse, illegal content, or regulatory violations.
Agreement – Any binding contract between the Client and the Provider, whether in the form of a Master Agreement, a Colocation Agreement, a Specific Contract, a SLA or another written instrument governing the delivery of Services.
Client – The contracting party that purchases or uses Provider’s services.
Client Panel – The secure web interface provided by the Provider for managing Services, communication, and operational requests.
Colocation Agreement – A Specific Contract entered into between the Provider and the Client that sets out the technical, operational, and financial terms governing the provision of colocation Services at one or more of the Provider’s data center facilities. It may include service descriptions, service levels, pricing terms, and other appendices relevant to the delivery of colocation.
Confidential Information – Any non-public technical, commercial, or operational information disclosed by either party.
Data Centre Facility House Rules – The rules issued by the Provider governing physical access, conduct, and safety requirements in its facilities, as referenced in the Agreement.
Flexible Electricity Pricing – A variable electricity rate calculated based on market fluctuations.
Master Agreement – The overarching contract defining the general legal and commercial terms between the Provider and the Client.
Services – The data center, colocation, hosting, connectivity, power supply, support, or any other related technical or operational services provided by the Provider under the Agreement.
SLA (Service Level Agreement) – A document or section of a contract defining the expected performance levels of the Services, including availability, support response times, and any applicable credits or penalties.
Specific Contract – A contract, annex, or order form that supplements the Master Agreement and specifies the details of a particular Service.
 
3. Offers and Formation of Agreements
All offers are non-binding unless explicitly stated otherwise and are valid for 15 calendar days.
An Agreement is formed upon written or electronic confirmation by the Client and subsequent acceptance by the Provider.
Client’s general terms and conditions do not apply and are expressly rejected.
 
4. Service Performance and Maintenance
Provider shall use commercially reasonable efforts to deliver and maintain the agreed Services.
Scheduled maintenance may occur during defined windows. Emergency maintenance may occur at short notice if required to maintain service integrity.
Maintenance that may interrupt service will be communicated in advance when possible.
 
5. Use of Services and Client Responsibilities
Client shall:
Use Services only for lawful purposes and in compliance with applicable laws (including data protection laws such as GDPR).
Not infringe third-party rights or host illegal content.
Refrain from harming or disrupting Provider’s infrastructure or other customers.
Maintain accurate contact and billing information.
Ensure that any sub-users or customers also comply with these obligations.
Comply with the Provider’s Abuse Policy and Data Center Facility House Rules.
Provider may suspend or terminate access in case of violation. The Provider reserves the right to remove or disable access to any data, service, or system that appears to violate applicable law or the Provider’s Abuse Policy, without liability.
The Client acknowledges that the Provider may be required to cooperate with law enforcement or regulatory authorities, including by providing access to data, systems, or facilities in accordance with applicable law.
The Provider may, without prior notice, suspend or restrict access to Services where such cooperation is legally required or reasonably necessary to prevent ongoing dammage.
 
6. Pricing and Flexible Electricity
Prices are exclusive of VAT and charged in advance, unless agreed otherwise.
In case of Flexible Electricity Pricing, Client acknowledges that electricity rates are subject to market fluctuation and will not receive individual price notifications.
Provider reserves the right to adjust pricing in line with inflation or cost changes (e.g., energy, labour, or regulatory).
 
7. Invoicing and Payment
Unless otherwise agreed in an Agreement, all invoices are payable within 14 days from the date of issuance.
In the event of late payment, the Provider reserves the right to apply interest charges, recover collection costs, and suspend Services until full payment is received.
 
8. Term and Termination
The duration, renewal terms, and termination conditions applicable to the Services are governed by the provisions of the applicable Agreement.
In case of termination, the Client shall return or destroy all Provider-owned equipment, data, and documentation as instructed by the Provider.
 
9. Confidentiality
The confidentiality obligations of the Parties are governed by the relevant provisions of the Agreement.
Each Party remains bound to treat as confidential any information designated as such or that should reasonably be understood to be confidential, in accordance with the terms of the Agreement and applicable law.
 
10. Data Protection
Each Party shall comply with its obligations under applicable data protection laws, including the General Data Protection Regulation (GDPR).
The specific terms governing the processing of personal data, including roles, responsibilities, and retention, are set out in the applicable Agreement and the Provider’s Privacy Policy, which form an integral part thereof.
 
11. Intellectual Property
All intellectual property rights in the Services, software, documentation, or infrastructure remain the exclusive property of the Provider or its licensors.
The Client’s rights to use such materials are governed by the relevant provisions of the applicable Agreement and are limited to what is strictly necessary for the use of the Services during the term of the applicable Agreement.
 
12. Liability and Indemnification
The Parties’ respective liability and indemnification obligations are governed by the provisions set out in the applicable Agreement.
In general, the Provider’s liability is limited to direct damages caused by gross negligence or wilful misconduct, and is capped as specified in the applicable Agreement. The Provider shall not be liable for any indirect, consequential, or punitive damages, including loss of data, profits, or downtime.
The Client shall indemnify the Provider against any third-party claims, damages, or costs arising from the Client’s use of the Services, as further defined in the applicable Agreement.
The Client shall remain fully and solely responsible for any illegal, fraudulent, or prohibited use of the Services by itself or its users. The Provider disclaims any liability for such use and reserves all rights to take appropriate technical and legal measures, including immediate suspension or termination of Services.
 
13. Insurance
As further defined in the applicable Agreement, the Client shall maintain appropriate commercial general liability, professional liability, and property insurance covering its operations, equipment, and personnel for the duration of the Agreement and for three years thereafter. The Client shall provide proof of coverage upon request and notify the Provider of any material changes or cancellations. Insurance must include a waiver of subrogation and designate the Provider’s coverage as excess.
 
14. Force Majeure
The consequences of force majeure events are governed by the relevant provisions of the applicable Agreement.
In general, neither party shall be liable for any failure or delay in performing its obligations due to events beyond its reasonable control, such as natural disasters, power or network failures, war, terrorism, strikes, or government actions.
The applicable Agreement outlines the required notification procedures, the conditions for suspension of obligations, and the circumstances under which termination may occur.
 
15. Notices
All formal communications under these General Terms and Conditions shall be made in the local language of the country where the Services are delivered, or in English.
Where applicable, the Client shall address notices to the contact person or department designated in the applicable Agreement.
In the absence of such designation, all formal communications shall be addressed to the Provider using the contact details below:
CMNI II Bon JV Sàrl
1B Heienhaff L-1736 Senningerberg – Grand Duchy of Luxembourg

Notices sent by email after 17:00 (local time of the recipient) shall be deemed received on the following Business Day.
Each Party shall ensure that its contact details are accurate and kept up to date throughout the duration of the applicable Agreement.
 
15. Subcontracting and Transfer
Unless otherwise stated in the applicable Agreement, the Client may not assign or transfer any of its rights or obligations under the Agreement to a third party without the Provider’s prior written consent.
The Provider may subcontract the performance of any part of the Services or transfer the applicable Agreement, in whole or in part, to any of its affiliates or legal successors, subject to prior written notice to the Client.
If the Client engages subcontractors in connection with the Services, the Client shall:
obtain the Provider’s prior written approval,
ensure that such subcontractors comply with all relevant provisions of the Agreement, including confidentiality and data protection obligations, and
remain fully liable for any acts or omissions of its subcontractors.
The Client shall indemnify and hold harmless the Provider against any claims, losses, or damages arising from or relating to subcontractor actions or non-compliance.
 
16. Governing Law and Jurisdiction
Unless otherwise stated in the applicable Agreement, the Services shall be governed by and construed in accordance with the laws of the country where the Services are delivered.
The Parties agree to first attempt to resolve any dispute amicably through good faith discussions. If unresolved within 30 Business Days, the dispute shall proceed to mediation. Only if mediation fails may either Party initiate legal proceedings.
Subject to the foregoing, any dispute shall be submitted to the competent court of the jurisdiction where the Services are delivered, unless mandatory law provides otherwise.
 
17. Changes to These Terms
The Provider may update these General Terms and Conditions from time to time, in particular to reflect changes in legal, regulatory, or operational requirements. The latest version will always be available on the Provider’s website.
Unless expressly agreed otherwise in the Master Agreement, continued use of the Services after the updated GTC are published shall constitute acceptance of the revised terms.
If the Client does not accept a material change that significantly alters the balance of rights and obligations, it may notify the Provider in writing within 30 days of publication. In such case, the Parties shall discuss in good faith to resolve the issue or, if no agreement is reached, either Party may terminate the affected Service in accordance with the termination provisions of the Agreement.