1. Who we are and acceptance
These Terms of Service (Terms) govern access to and use of arvica.ai, cloud.arvica.ai, the Arvica APIs and the GPU compute and related services we supply (Services). The Services are supplied by ARVICA AI HOLDINGS PTY LTD (ABN 30 702 257 761), trading as Arvica Cloud, of Level 7, Tower 3, World Trade Centre, 18-38 Siddeley Street, Docklands VIC 3005, Australia (Arvica, we, us).
By creating an account, clicking to accept these Terms or ordering or using the Services, you agree to these Terms. If you accept on behalf of an organisation, you warrant that you are authorised to bind it, and "you" means that organisation. You must be at least 18 years old. The Services are intended for business use.
2. Order of precedence and enterprise agreements
If you have signed a Master Services Agreement, Service Order or other written agreement with Arvica (Enterprise Agreement), the Enterprise Agreement prevails over these Terms for the services it covers. A signed service level schedule prevails over our published Service Level Agreement for the services it covers, and a signed Data Processing Agreement prevails on personal data matters. Our Acceptable Use Policy, Privacy Policy, Service Level Agreement and Data Processing Agreement form part of these Terms.
Quotes, availability indications, website descriptions and marketing materials are not binding unless incorporated into an accepted order. An Enterprise Agreement does not by itself reserve GPU capacity.
3. Accounts and security
You must provide accurate registration, company and payment details and keep them up to date. You are responsible for your authorised users and for all activity under your account, and you must protect your passwords, API keys, tokens and SSH credentials and use strong authentication. Notify support@arvica.ai promptly of any suspected unauthorised access. We may verify your identity and ownership details and may restrict access where reasonably necessary to protect the Services, you or others.
4. The Services
The Services may include on-demand GPU instances, reserved and dedicated GPU servers, cluster networking, storage, serverless endpoints and support services. Arvica is your contracting service provider and may deliver the Services using third-party data centres and infrastructure providers. Ownership of hardware does not pass to you.
Displayed stock, prices and deployment times are indicative until an instance is provisioned or capacity is confirmed in an accepted order. GPU model, quantity, location, storage, networking and other specifications are committed only as shown in the accepted order or deployment confirmation. We may update the features of the Services from time to time, provided we do not materially reduce the core functionality of Services you have already paid for during the paid period.
5. On-demand billing
On-demand Services are charged at the rate displayed at the time of deployment for the period the resource is provisioned or running, as described in the console and pricing pages. Charges continue while an instance is running, whether or not it is processing workloads. Stopped instances, persistent volumes, reserved storage, public IP addresses and network transfer may continue to incur charges until deleted, as shown in the console. Signing out does not stop or delete resources. Usage records and billing statements are available in the console.
6. Fees, payment and taxes
Fees, currency, payment method and billing cycle are as shown at checkout, in the console or in your order. Where the Services are paid from a prepaid balance, usage is deducted from that balance and Services may be stopped when the balance is exhausted after reasonable notice in the console or by email. You authorise us and our payment processor to charge your nominated payment method for fees you incur.
Fees exclude taxes. You must pay all applicable taxes (including GST), other than taxes on our income. If you are required by law to withhold tax from a payment, you must pay such additional amount as ensures that we receive the full amount invoiced.
We may change on-demand prices for future usage by updating our pricing pages; changes do not apply to usage already incurred. Fixed prices in a confirmed reserved order do not change during its term except as stated in that order.
You may dispute a charge in good faith within ten (10) business days of the invoice or charge by contacting support@arvica.ai with reasons. Undisputed amounts remain payable. Promotional credits have no cash value and expire on the terms on which they are issued. Unused prepaid balances are refundable on account closure where required by law or stated in your order, less amounts owing to us.
7. Suspension and termination
We may suspend affected Services immediately where reasonably necessary to address a security threat, unlawful use, a breach of the Acceptable Use Policy, a sanctions or export control requirement, or a risk to our infrastructure or other customers. We will give notice where reasonably practicable and restore Services promptly once the issue is resolved.
If an undisputed amount is overdue, we may suspend the Services after giving you written notice and at least seven (7) days to pay. We may terminate these Terms and close your account if an overdue amount is not paid within thirty (30) days after notice, or if you materially breach these Terms and do not remedy the breach within fourteen (14) days after notice.
You may stop using on-demand Services and close your account at any time, subject to paying amounts owing. Reserved and fixed-term orders may be terminated only as set out in the applicable order or Enterprise Agreement.
8. Your content and acceptable use
You retain all rights in your data, models, code, applications and workloads (Customer Data). You grant us only the rights needed to provide, secure and support the Services and to comply with law. We do not sell Customer Data or use it to train AI models.
You are responsible for your Customer Data, your software licences, access controls, encryption keys, backups and disaster recovery unless we have expressly agreed to provide them. You must comply with the Acceptable Use Policy and all applicable laws, including sanctions and export control laws.
9. Data location, deletion and privacy
We handle personal information in accordance with our Privacy Policy. Where we process personal information on your behalf, our Data Processing Agreement applies. The location of each deployment is shown in the console or your order.
You must export any data you wish to keep before deleting resources or before the end of your service. Deleting or terminating an instance or volume, or the expiry of a reserved term, may permanently erase the associated data, and we are not obliged to retain it afterwards unless your order provides otherwise.
10. Service levels and maintenance
Service levels apply only to Services identified as Covered Services in our Service Level Agreement or in your signed order. On-demand, spot, preview, beta and trial Services are provided without a service level commitment unless expressly stated. We will notify you of scheduled maintenance and material incidents as described in the Service Level Agreement.
11. Warranties
We will provide the Services with reasonable care and skill. Except as expressly stated in these Terms or your order, and to the extent permitted by law, all other warranties and conditions are excluded, and we do not guarantee uninterrupted or error-free operation, any training time, model performance or commercial outcome.
Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by law (including the Australian Consumer Law) that cannot lawfully be excluded or limited. Where our liability for failing to comply with such a guarantee can be limited, it is limited to supplying the Services again or paying the cost of having them supplied again.
12. Limitation of liability and indemnity
To the extent permitted by law, neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, data, goodwill or business opportunity. Our total aggregate liability arising out of or in connection with these Terms and the Services is limited to the fees you paid or are payable to us for the affected Services in the twelve (12) months before the event giving rise to the claim. These limits do not apply to your obligation to pay fees, to liability for fraud or wilful misconduct, or to liability that cannot lawfully be limited.
You indemnify us against third-party claims arising from your Customer Data, your use of the Services in breach of these Terms or the Acceptable Use Policy, or your breach of law.
13. Changes, notices and disputes
We may update these Terms by publishing a revised version. For material changes we will give at least thirty (30) days' notice by email or in the console. Changes do not affect confirmed fixed-term orders without your agreement. We may send notices to your account email address or through the console.
Please raise any dispute with support@arvica.ai so that we can try to resolve it in good faith. These Terms are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria, subject to any dispute resolution clause in an Enterprise Agreement.
14. Contact
Technical and account enquiries: support@arvica.ai. Sales enquiries: sales@arvica.ai.