Terms of Service

These Terms of Service ("Terms") govern every contract between TPC Management s.r.l., trading as The Projekt Company and TPC Hosting ("TPC", "we", "us", or "our"), and its customers ("Customer" or "you") for the Kubernetes provisioning and management platform Cluster Fabrik (the "Service"). Please read them before you order.

The Terms apply to business customers and to consumers. A consumer is a natural person who enters into the contract for purposes that are outside their trade, business, craft or profession. A business customer is every other customer, including companies, freelancers and public bodies. Provisions marked as applying to consumers or to business customers apply only to that group. If you enter into the contract on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity.

1. Scope

These Terms apply to all orders for the Service, whether placed in the TPC Hosting customer area, through an order form or quote, or through an authorised reseller. Deviating terms of the Customer do not apply unless TPC has agreed to them in writing.

Where you order the Service through an authorised reseller, your contract is with that reseller; the reseller's terms apply to you, and these Terms apply to the reseller's relationship with TPC under the Reseller Agreement.

2. Conclusion of the Contract

The presentation of the Service on our website and in the TPC Hosting customer area is not a binding offer. By completing an order in the customer area, or by signing an order form or accepting a quote, you make a binding offer to enter into a contract on these Terms. The contract comes into being when we confirm your order by email or begin provisioning the Service, whichever happens first.

Before you place an order you can review and correct your entries at every step. These Terms are displayed during the order process and can be saved and printed; the current English version is always available at clusterfabrik.com/terms. We store the text of the contract and send it to you with the order confirmation. The contract language is English; translations of these Terms are provided for convenience, and the English version prevails if they differ.

3. Right of Withdrawal for Consumers

This section applies only if you are a consumer habitually resident in the European Union, the European Economic Area or the United Kingdom.

Right of withdrawal. You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period expires 14 days after the day on which the contract is concluded. To exercise the right of withdrawal, you must inform us (TPC Management s.r.l., Str. Lahovari 8C, 077016 Dumbraveni, com. Balotești, Ilfov County, Romania, email legal@clusterfabrik.com) of your decision to withdraw from this contract by an unequivocal statement, for example a letter sent by post or an email. You may use the model withdrawal form below, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal. If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. If you requested that the Service begin during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract.

Immediate provisioning. During the order process you can ask us to provision your cluster immediately, before the withdrawal period has expired. If you do, you owe a proportionate amount for the period until your withdrawal as described above. The right of withdrawal expires once the Service has been fully performed, if performance began with your prior express consent and your acknowledgement that you lose the right of withdrawal on full performance.

Model withdrawal form. (Complete and return this form only if you wish to withdraw from the contract.)

• To: TPC Management s.r.l., Str. Lahovari 8C, 077016 Dumbraveni, com. Balotești, Ilfov County, Romania, legal@clusterfabrik.com
• I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service: ______
• Ordered on (*) / received on (*): ______
• Name of consumer(s): ______
• Address of consumer(s): ______
• Signature of consumer(s) (only if this form is notified on paper): ______
• Date: ______
• (*) Delete as appropriate.

4. Service Description and Changes to the Service

Cluster Fabrik is a Kubernetes provisioning and management platform developed and operated by TPC. The Service enables customers to create, configure and manage Kubernetes clusters and associated infrastructure. The scope of the Service is described on our website and in your order.

The Service is available under the following delivery models:

• Fully hosted service — TPC hosts and operates the Cluster Fabrik platform on your behalf. Your clusters run on infrastructure operated by TPC in the European Union.
• Bring Your Own Infrastructure (BYOI) — TPC operates the Cluster Fabrik platform for you, and your clusters run on virtualisation infrastructure that you provide and operate (for example Virtualizor with Rancher). You remain responsible for that infrastructure.
• Self-hosted licence — You deploy and operate the Cluster Fabrik software within your own infrastructure under a licence granted by TPC.
• Enterprise — TPC provides a dedicated, single-tenant Cluster Fabrik instance, on infrastructure operated by TPC or on yours, under an individual agreement that may include service levels.

Authorised resellers may distribute the fully hosted service to their own end customers under their own brand under a separate Reseller Agreement with TPC. Reselling is a sales channel, not a separate delivery model.

TPC develops the Service further and may change it, in particular to add features, to keep it secure, or to adapt it to technical or legal developments, provided the change is reasonable for you taking our interests into account and does not impair the core functionality you have ordered. TPC may discontinue a delivery model or plan with at least three months' notice by email. Contracts with a fixed term continue unchanged until the end of the term, or TPC offers you an equivalent plan; in any case you may terminate the affected contract with effect from the discontinuation date, and fees you have paid in advance for the period after that date are refunded.

5. Free Trial

On request, TPC may provide a trial cluster free of charge for 30 days ("Trial"). The Trial is for evaluation; it is not intended for production workloads and does not include add-ons or support commitments. TPC may limit, suspend or end a Trial at any time. At the end of the Trial, the trial cluster and the data in it are deleted unless you have converted it into a paid plan. Sections 7, 10 and 14 apply to the Trial; otherwise no warranty is given for a Trial beyond what mandatory law requires.

6. Licence Grant

Subject to payment of the applicable fees and your compliance with these Terms, TPC grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your own purposes (for business customers: your internal business purposes) during the term of the contract.

This licence does not include any right to:

• Copy, modify, adapt or create derivative works of the Service or any part of it;
• Sublicense, sell, resell, transfer, assign or otherwise dispose of the Service or your rights under these Terms, except as expressly permitted under an authorised Reseller Agreement;
• Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Service, except to the extent mandatory law permits this;
• Access the Service for the purpose of building a competing product or service.

All rights not expressly granted in these Terms are reserved by TPC.

7. Acceptable Use

You agree to use the Service in compliance with applicable law and these Terms. You must not, and must not permit or encourage any third party to:

• Use the Service for any unlawful purpose, or in furtherance of any illegal activity;
• Use the Service to process, store or transmit material that infringes third-party intellectual property rights or that is defamatory, obscene or otherwise unlawful;
• Attempt to gain unauthorised access to any part of the Service, its related systems, networks or data;
• Circumvent, disable or otherwise interfere with access controls, security features or usage limits of the Service;
• Use the Service to transmit malware, viruses or any other malicious code;
• Engage in any activity that places an unreasonable or disproportionate load on the Service infrastructure;
• Resell or otherwise commercially exploit the Service without an authorised Reseller Agreement with TPC.

Network traffic to and from your cluster is unmetered and not billed per gigabyte, but is subject to fair use. Sustained saturation of shared network links that degrades the Service for other customers may be rate-limited after notice.

If you breach this section, TPC may suspend your access to the Service after a warning with a reasonable period to remedy the breach. Where the breach is serious, in particular attacks on the Service or third parties, distribution of malware, or clearly unlawful content, TPC may suspend access immediately and will inform you without undue delay. TPC's right to terminate for cause (section 9) remains unaffected.

8. Fees, Payment and Billing

The fees for the Service are those shown in the TPC Hosting customer area at the time of your order, or those agreed in your order form, quote or Reseller Agreement. Applicable value added tax is shown before you place the order. Fees are stated and payable in EUR (Euro) unless agreed otherwise in writing.

• Fully hosted service — The monthly fee per cluster, and the fees for add-ons such as extra nodes or a dedicated ingress IP, are charged monthly in advance.
• Bring Your Own Infrastructure — A one-time onboarding fee is charged with the order. The monthly platform fee is charged monthly in advance; the fee per managed vCPU is metered and charged monthly on the basis of the measured average.
• Self-hosted licence — The licence fee is payable as agreed in your order, typically annually in advance.
• Enterprise — Fees and billing terms are as set out in your Enterprise agreement.
• Resellers — Billing terms are as set out in the Reseller Agreement.

Invoices are due on receipt unless the invoice states a different payment term. If you fall behind with payment, we may charge default interest: for business customers at 8 percentage points above the reference rate of the European Central Bank (Directive 2011/7/EU on combating late payment in commercial transactions); for consumers at the statutory rate applicable to consumers. After a reminder that sets a reasonable grace period, we may suspend access to the Service until all outstanding amounts are settled.

For the fully hosted service, TPC may adjust the monthly fees with at least six weeks' notice by email with effect from the start of a billing period. If the fee increases, you may terminate the affected contract with effect from the date the increase takes effect; we will point this out in the notice. Fees agreed for a fixed term do not change during that term.

You are responsible for all taxes, duties and levies in connection with your use of the Service, other than taxes based on TPC's income.

9. Term and Termination

Fully hosted service. Each cluster has a term of one month, starting on the day of provisioning. The term renews automatically by one month unless either party terminates. You may terminate at any time with effect from the end of the current billing period, in the TPC Hosting customer area or by email to legal@clusterfabrik.com; TPC may terminate with one month's notice to the end of a billing period. Add-ons share the term of their cluster.

Self-hosted licence. The licence runs for the term stated in your order. Where the order provides for renewal, the contract continues for an indefinite period after the initial term and may be terminated by either party with one month's notice.

Bring Your Own Infrastructure. The contract has a minimum term of three months, starting on the day the platform is made available to you. It then continues month by month and may be terminated by either party with effect from the end of a billing period.

Enterprise. The term is as set out in your Enterprise agreement.

Termination for cause. Either party may terminate the contract for cause without notice. TPC has cause in particular if you are in arrears with a substantial part of the fees despite a reminder, or if you seriously breach section 7.

Consequences of termination. When the contract ends, your clusters are shut down and the workloads and data in them (Customer Data, section 10) are deleted 14 days after the end of the term, unless statutory retention obligations require otherwise. Export your data before the end of the term; the Service lets you download kubeconfigs and connect your own backup tooling at any time during the term. On request within these 14 days, TPC will provide reasonable assistance with data export against its usual hourly rates.

10. Data Protection and Customer Data

How TPC processes personal data in connection with the Service is described in our Privacy Policy.

Data processing agreement. Where TPC processes personal data on your behalf as a processor, in particular personal data in the workloads of fully hosted clusters, the parties conclude a data processing agreement under Article 28 GDPR ("DPA"). TPC's standard DPA is provided to you when you order the fully hosted service and is available at any time from legal@clusterfabrik.com. Processing of personal data on your behalf does not begin before the DPA has been concluded.

Customer data ownership. You retain all rights in the data, content and workloads you deploy or store in your clusters ("Customer Data"). TPC claims no rights in Customer Data.

No unauthorised access. TPC does not access your cluster workloads, configurations or Customer Data without your prior explicit consent, except where applicable law requires it or where it is necessary to maintain the security and integrity of the Service in an emergency; in that case we inform you afterwards.

Backups. Unless a backup add-on has been agreed, you are responsible for backing up Customer Data. The platform's automatic etcd snapshots secure the cluster state, not your workloads or persistent volumes.

You are responsible for ensuring that your use of the Service and the Customer Data you process through it comply with applicable law, including data protection law.

11. Service Availability and Maintenance

For the fully hosted service, TPC uses commercially reasonable efforts to keep the platform highly available. Unless a Service Level Agreement ("SLA") has been agreed in writing, no specific availability is guaranteed.

Planned maintenance is announced at least 48 hours in advance by email or in the platform and is scheduled outside peak business hours wherever reasonably practicable.

TPC is not responsible for downtime or degraded performance caused by circumstances outside its reasonable control, including failures of your cloud provider, network outages beyond our infrastructure, force majeure, or your own infrastructure.

For the self-hosted licence, availability of the platform is your responsibility as the operator of the software.

12. Warranty

Your statutory warranty rights apply. The Service is provided as described on our website and in your order; TPC does not warrant that it is suitable for a particular purpose unless agreed in writing. The open-source components used by the Service (section 13) are provided by their projects under their own licences; TPC is responsible for the Service as a whole, not for the upstream projects.

For business customers: report defects to TPC without undue delay with a description that allows us to reproduce them. Claims for defects become time-barred twelve months after the defect occurred, except for claims covered by section 14 and claims arising from fraudulent concealment of a defect.

13. Intellectual Property

The Cluster Fabrik platform, including its source code, design, user interface, documentation, trademarks and all related intellectual property, is owned by TPC and protected by applicable intellectual property law. Nothing in these Terms transfers ownership of our intellectual property to you.

The Service incorporates open-source software components, each of which is subject to its own licence. Key components include:

• RKE2 — Licensed under the Apache License 2.0
• K3s — Licensed under the Apache License 2.0
• Keycloak — Licensed under the Apache License 2.0

Your use of these open-source components is governed by their respective licences, not by these Terms. Open-source licence notices are available within the Service.

TPC names you as a customer on its website or in marketing materials, including with your logo, only with your prior written consent. You may revoke that consent at any time with effect for the future.

14. Liability

TPC is liable without limitation for damage caused intentionally or by gross negligence, for injury to life, body or health, under guarantees it has given, for fraudulently concealed defects, under product liability law, and wherever liability cannot be limited by law.

For damage caused by slight negligence, TPC is liable only for the breach of essential contractual obligations, that is, obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment you regularly rely. In that case liability is limited to the damage that was foreseeable at the conclusion of the contract and typical for this type of contract.

For business customers, liability for slight negligence is additionally limited to the total fees you paid to TPC in the twelve months preceding the event giving rise to the claim, and does not cover indirect damage, lost profit or loss of business.

For loss of data, TPC's liability is limited to the cost of restoring the data from the backups you were obliged to keep under section 10.

These limitations also apply to the personal liability of TPC's employees, representatives and agents.

15. Changes to these Terms

TPC may change these Terms with effect for existing contracts where this is necessary for a valid reason, in particular changes in law or case law, technical developments, or new features of the Service, and where the change is reasonable for you. Changes to the main obligations of the contract, in particular the scope of the Service you ordered or its price, are not made this way; they require your agreement or follow sections 4 and 8.

We notify you of changes by email to the address associated with your account at least six weeks before they take effect, highlighting what changes. If you do not object in text form (for example by email) before the changes take effect, the changed Terms apply to your contract; we point this out specifically in the notification. If you object, TPC may terminate the contract with ordinary notice, and you may terminate it free of charge with effect from the date the changes take effect.

The date of the current version is shown at the top of this page.

16. Governing Law, Jurisdiction and Dispute Resolution

These Terms and all contracts to which they apply are governed by the laws of Romania, excluding the UN Convention on Contracts for the International Sale of Goods. If you are a consumer, this choice of law does not deprive you of the protection of mandatory provisions of the law of the country in which you habitually reside.

If you are a business customer, the courts competent for TPC's registered office have exclusive jurisdiction over all disputes arising from or in connection with the contract; TPC may also bring claims at your seat. If you are a consumer, the statutory rules on jurisdiction apply.

TPC is not obliged, and does not undertake, to take part in dispute resolution proceedings before a consumer dispute resolution body.

17. Contact

If you have questions about these Terms, please contact us:

TPC Management s.r.l.
Legal enquiries: legal@clusterfabrik.com

For general support enquiries, please use our contact form.