Petabox™ Master Services Agreement
Effective date: 1 November 2026
This Master Services Agreement (the "Agreement") is entered into between Lendeco Ltd, a company incorporated in the Republic of Cyprus with its registered office at Aiolou & Panagioti Diomidous 9, Katholiki, 3020 Limassol, Cyprus, trading as Petabox ("Petabox", "we", "us"), and the customer identified in the applicable Order Form ("Customer", "you"). This Agreement sets out the general terms under which Petabox provides software, managed services, and professional services. The specific scope, fees, service levels, and term of each engagement are set out in one or more order forms, statements of work, or similar documents signed by both parties (each an "Order Form"). Each Order Form is governed by this Agreement. In the event of a conflict, the Order Form prevails for the engagement it describes.
1. Definitions
"Software" means Petabox Object Storage and any other software made available by Petabox to Customer under an Order Form, including updates and Documentation. "Managed Services" means the operation of Software and/or third-party data services (such as ClickHouse, PostgreSQL, Kafka, Elasticsearch, and similar) on Customer Infrastructure by Petabox, as described in an Order Form. "Professional Services" means consulting, design, migration, deployment, training, and similar services described in an Order Form. "Services" means Managed Services and Professional Services together. "Customer Infrastructure" means servers, storage, network, data center, colocation, or private cloud facilities owned, leased, or controlled by Customer on which the Software is installed or the Services are performed. "Customer Data" means all data, content, and objects stored in, processed by, or passing through the Software or Services on Customer Infrastructure. "Documentation" means the user, technical, and administration guides for the Software published by Petabox at https://docs.petabox.io, as updated from time to time. "Service Levels" means the availability, response, and resolution commitments set out in an Order Form or in a Service Level Agreement attached to it. "Order Form" has the meaning given above.
2. Software License
2.1 Grant. Subject to this Agreement and payment of the applicable fees, Petabox grants Customer a non-exclusive, non-transferable license to install, run, and use the Software on Customer Infrastructure, for Customer's internal business purposes, for the term and within the capacity, site, or other limits stated in the Order Form. 2.2 Affiliates and contractors. Customer may permit its affiliates and contractors to use the Software on Customer's behalf, provided Customer remains responsible for their compliance with this Agreement. 2.3 Restrictions. Customer shall not, and shall not permit any third party to: (a) provide the Software to third parties as a hosted, managed, or service-bureau offering, except as expressly permitted in an Order Form; (b) copy the Software except as reasonably required for backup and disaster recovery; (c) modify, reverse engineer, or decompile the Software, except to the extent such restriction is prohibited by applicable law; (d) remove or alter proprietary notices; or (e) use the Software beyond the limits stated in the Order Form. 2.4 Delivery. The Software is delivered electronically or installed by Petabox on Customer Infrastructure as part of Professional Services, as stated in the Order Form. 2.5 Updates. During the term, Petabox will make available updates and fixes that it makes generally available to its customers for the Software at no additional charge. New products or separately priced modules may be offered under a separate Order Form. 2.6 Third-party and open-source components. The Software may include or operate with third-party or open-source components (including, where applicable, Ceph, Prometheus, and Grafana). Such components are licensed under their own terms, which are identified in the Documentation and prevail over this Agreement for those components only. Petabox does not charge license fees for open-source components. 2.7 Evaluation. Where an Order Form or written confirmation provides the Software for evaluation or proof of concept, the license in Section 2.1 applies for the evaluation period only, the Software is provided "as is" without Service Levels, and either party may end the evaluation on written notice.
3. Managed Services
3.1 Scope. Petabox will operate the Software and the data services identified in the Order Form on Customer Infrastructure, including, as applicable, deployment, configuration, monitoring, backup, upgrades, capacity planning, incident response, and recovery, in accordance with the Order Form and the Service Levels. 3.2 Customer Infrastructure. Customer is responsible for providing and maintaining Customer Infrastructure that meets the requirements stated in the Documentation or the Order Form, including hardware, network connectivity, power, physical security, and any third-party licenses required on Customer's side. Petabox is not responsible for failures caused by Customer Infrastructure that does not meet those requirements, provided Petabox has notified Customer of the deficiency. 3.3 Access by Petabox personnel. Petabox personnel will access Customer Infrastructure only through channels approved by Customer in writing (which may include VPN, bastion hosts, or on-site access) and only to the extent required to perform the Services. Customer may grant, scope, monitor, suspend, and revoke such access at any time. Petabox will not maintain any access path to Customer Infrastructure or Customer Data that is not disclosed to and approved by Customer. All administrative actions performed by Petabox personnel are recorded in the audit facilities of the Software or Customer Infrastructure, which remain under Customer's control. 3.4 Customer Data. Customer Data remains on Customer Infrastructure. Petabox does not copy Customer Data outside Customer Infrastructure, does not access Customer Data except as strictly necessary to perform the Services at Customer's request, and does not use Customer Data for any purpose other than performing the Services. Encryption keys for Customer Data are generated and held by Customer; Petabox does not retain copies. 3.5 Changes to the environment. Each party will give the other reasonable advance notice of changes that may affect the Services, including hardware replacement, network changes, and major software upgrades. Changes requested by Customer outside the scope of the Order Form are handled as Professional Services or by a change order. 3.6 Cooperation. Customer will provide the information, decisions, approvals, and access reasonably required for Petabox to perform the Services, and will designate a technical contact authorised to act on Customer's behalf.
4. Professional Services
4.1 Petabox will perform Professional Services as described in the Order Form, using personnel with appropriate skills, in a professional and workmanlike manner. 4.2 Unless the Order Form states otherwise, Professional Services are provided on a time-and-materials basis against the estimate in the Order Form. Petabox will notify Customer before exceeding an estimate and will not exceed it without Customer's written approval. 4.3 Deliverables created specifically for Customer under an Order Form (such as migration plans, configurations, and runbooks) are owned by Customer upon payment, except for Petabox pre-existing materials and know-how, which Petabox licenses to Customer for use with the Services.
5. Service Levels
5.1 Service Levels, if any, are stated in the Order Form or in a Service Level Agreement attached to it. Where Service Levels include service credits, those credits are Customer's sole remedy for the failure to meet the Service Level concerned, except where the failure also constitutes a material breach under Section 11. 5.2 Service Levels do not apply to: (a) evaluations under Section 2.7; (b) failures caused by Customer Infrastructure, Customer's acts or omissions, or third parties not engaged by Petabox; (c) scheduled maintenance agreed with Customer; or (d) events outside Petabox's reasonable control. 5.3 Petabox will not reduce Service Levels during the term of an Order Form without Customer's written agreement.
6. Fees and Payment
6.1 Fees. Customer will pay the fees stated in the Order Form. Unless the Order Form states otherwise, license and Managed Services fees are invoiced in advance for each billing period, and Professional Services fees are invoiced monthly in arrears. 6.2 Payment terms. Invoices are payable within thirty (30) days of the invoice date, in the currency stated in the Order Form, without set-off or deduction. 6.3 Late payment. Petabox may charge interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law. If an invoice remains unpaid thirty (30) days after written notice of non-payment, Petabox may suspend the Services until payment is received. Suspension does not affect Customer's access to Customer Data, which remains on Customer Infrastructure. 6.4 Taxes. Fees are exclusive of VAT and other applicable taxes, which Customer will pay in addition unless it provides a valid exemption certificate. Each party is responsible for taxes on its own income. 6.5 Price changes. Fees are fixed for the term stated in the Order Form. Petabox may change fees for a renewal term by giving at least sixty (60) days' written notice before the renewal date.
7. Intellectual Property
7.1 Petabox IP. Petabox and its licensors own all rights in the Software, the Documentation, and Petabox's methods, tools, and know-how, including improvements made in the course of providing the Services. Nothing in this Agreement transfers ownership of any of these to Customer. 7.2 Customer IP. Customer owns all rights in Customer Data, Customer Infrastructure, and Customer's own materials. Nothing in this Agreement grants Petabox any right in Customer Data other than the limited right to process it on Customer Infrastructure as required to perform the Services. 7.3 Feedback. If Customer provides suggestions or feedback about the Software or Services, Petabox may use them without obligation, provided this does not identify Customer or disclose Customer's Confidential Information.
8. Confidentiality
8.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement that is marked confidential or would reasonably be understood to be confidential, including the terms of each Order Form, Customer Data, Customer Infrastructure details, and the Software. 8.2 Obligations. The receiving party will: (a) use Confidential Information only to perform or exercise its rights under this Agreement; (b) protect it with at least the care it uses for its own confidential information, and no less than reasonable care; and (c) disclose it only to its employees, contractors, and advisers who need to know it and are bound by obligations no less protective than these. 8.3 Exceptions. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to the receiving party before disclosure, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law or court order, after giving the other party reasonable notice where legally permitted. 8.4 Duration. These obligations continue for five (5) years after the end of this Agreement, and indefinitely for Customer Data and trade secrets. 8.5 Publicity. Neither party will use the other's name, logo, or trademarks, or publicly describe the other as a customer or supplier, without the other's prior written consent. Customer may at its discretion agree to a case study or reference; the content of any such material is subject to Customer's approval.
9. Data Protection
9.1 Where Petabox processes personal data on Customer's behalf in the course of providing the Services, the parties will enter into a Data Processing Agreement in the form attached to the Order Form or available from Petabox on request, which forms part of this Agreement. 9.2 Each party will comply with data protection law applicable to it, including the EU General Data Protection Regulation (GDPR) and the laws of the Republic of Cyprus. 9.3 Because Customer Data remains on Customer Infrastructure, Customer determines where Customer Data is located and controls its transfer across borders. Petabox will not transfer Customer Data outside Customer Infrastructure.
10. Warranties and Disclaimers
10.1 Mutual. Each party warrants that it has the authority to enter into this Agreement. 10.2 Software. Petabox warrants that, for the term of the license, the Software will perform substantially in accordance with the Documentation when installed and used on Customer Infrastructure that meets the stated requirements. Petabox's sole obligation for breach of this warranty is to correct the non-conformity or, if it cannot do so within a reasonable time, to refund the license fees paid for the affected period. 10.3 Services. Petabox warrants that the Services will be performed with reasonable skill and care. Petabox's sole obligation for breach of this warranty is to re-perform the affected Services. 10.4 Disclaimer. Except as expressly stated in this Agreement, the Software and Services are provided without any other warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Petabox does not warrant that the Software will be error-free or operate without interruption. Customer is responsible for backup and recovery arrangements for Customer Data unless the Order Form assigns that responsibility to Petabox as part of Managed Services.
11. Term and Termination
11.1 Term. This Agreement starts on the Effective Date or the date of the first Order Form, whichever is earlier, and continues for as long as any Order Form is in effect. Each Order Form has the term stated in it and, unless it states otherwise, renews for successive periods of the same length unless either party gives at least sixty (60) days' written notice of non-renewal before the end of the current period. 11.2 Termination for cause. Either party may terminate this Agreement or an Order Form on written notice if the other party materially breaches it and fails to cure the breach within thirty (30) days of receiving written notice describing it, or if the other party becomes insolvent or subject to insolvency proceedings. 11.3 Effect of termination. On termination or expiry of an Order Form: (a) the license for the Software covered by it ends, except as provided in Section 11.4; (b) Customer will pay all fees accrued up to the effective date of termination; (c) Petabox personnel will cease to access Customer Infrastructure and Customer will revoke their access; and (d) each party will return or destroy the other's Confidential Information, except for Customer Data, which stays with Customer. 11.4 Transition. Customer Data is never held by Petabox and therefore requires no return. On request, Petabox will provide reasonable assistance for up to sixty (60) days after termination to enable Customer or a successor to take over operation of the Software and data services, at the Professional Services rates then in effect. Where termination is for Petabox's breach, that assistance is provided at no charge. Customer may continue to run the Software in read-only mode for the purpose of migrating Customer Data for up to ninety (90) days after termination. 11.5 Survival. Sections 6 (for amounts due), 7, 8, 9, 10.4, 11.3–11.5, 12, 13, and 15 survive termination.
12. Indemnification
12.1 By Petabox. Petabox will defend Customer against any third-party claim that the Software, as delivered by Petabox and used in accordance with this Agreement, infringes a third party's intellectual property rights, and will pay any resulting damages finally awarded or settlement approved by Petabox. If such a claim is made or appears likely, Petabox may, at its option, procure the right for Customer to continue using the Software, modify or replace it so that it is non-infringing, or, if neither is commercially reasonable, terminate the affected license and refund prepaid fees for the remaining term. This Section does not apply to claims arising from Customer Data, Customer's modifications, combinations with items not supplied by Petabox, or use contrary to the Documentation. 12.2 By Customer. Customer will defend Petabox against any third-party claim arising from Customer Data or Customer's use of the Software or Services in breach of this Agreement or applicable law, and will pay any resulting damages finally awarded or settlement approved by Customer. 12.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it control of the defence and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle a claim in a way that imposes obligations on the indemnified party without its consent.
13. Limitation of Liability
13.1 Exclusions. Neither party is liable under this Agreement for any indirect, incidental, special, or consequential loss, or for loss of profit, revenue, business, or goodwill, however arising. 13.2 Cap. Each party's total liability under or in connection with this Agreement, in any twelve-month period, is limited to the fees paid or payable by Customer under the Order Form concerned in that period. 13.3 Not limited. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, wilful misconduct, breach of Section 8 (Confidentiality), the indemnities in Section 12, or any liability that cannot be limited by law.
14. General
14.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it notifies the other party and uses reasonable efforts to resume performance. Payment obligations are not excused. 14.2 Subcontractors. Petabox may use subcontractors to perform parts of the Services, remains responsible for their performance, and will ensure they are bound by confidentiality and data protection obligations no less protective than this Agreement. Petabox will identify subcontractors who will access Customer Infrastructure on request and will not grant them such access without Customer's approval under Section 3.3. 14.3 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to all or substantially all of its business or assets, on written notice. 14.4 Export control and sanctions. Each party will comply with export control and sanctions laws applicable to it. Customer represents that it is not located in, and will not use the Software in, a jurisdiction subject to comprehensive sanctions, and is not a sanctioned party. 14.5 Notices. Notices under this Agreement must be in writing and sent by email with confirmation of receipt, or by courier, to the addresses in the Order Form. Notices to Petabox: [email protected]; Lendeco Ltd, Aiolou & Panagioti Diomidous 9, Katholiki, 3020 Limassol, Cyprus. 14.6 Entire agreement; changes. This Agreement, together with the Order Forms and any attached Service Level Agreement and Data Processing Agreement, is the entire agreement between the parties on its subject matter and supersedes prior proposals and agreements. It may be changed only by a written document signed by both parties. Petabox may publish updated versions of this Agreement on its website; an updated version applies to an Order Form only if that Order Form references it. 14.7 Severability; waiver. If any provision is held unenforceable, the remainder continues in effect. A waiver is effective only if in writing and does not waive any later breach. 14.8 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency. 14.9 Language. This Agreement is in English. Translations are for convenience only.
15. Governing Law and Jurisdiction
This Agreement is governed by the laws of the Republic of Cyprus. The courts of Limassol, Cyprus have exclusive jurisdiction over any dispute arising out of or in connection with it, without prejudice to either party's right to seek injunctive relief in any competent court.
Contact
Lendeco Ltd (Petabox) Aiolou & Panagioti Diomidous 9, Katholiki, 3020 Limassol, Cyprus [email protected] · [email protected]