Terms of Service

Last updated: November 12, 2025

The purpose of these Terms of Service is to define the terms and conditions governing the provision and use of DePowered Limited Services under the “Rifty” brand name.

These Terms of Service form, together with the applicable Specific Terms of Service and all of the documents which they make reference to, constitute a single contract (hereafter the “Contract”) between DePowered Limited, registered under number (TODO: fill after statrys done) (hereafter known as “DePowered”), and any physical or legal person, consumer or business, governed by private or public law, creating a Client Account on the DePowered Website (hereafter the “Client”). The Client and DePowered are individually and jointly referred to as the “Party” or “Parties”, respectively.

Ordering Services

Client Account. The Client must have a valid Client Account to order DePowered Services. The Client creates its Client Account online on DePowered Website. The Client shall provide all the required information (email address, name, address, bank details, etc.), and undertakes to provide correct and up to date information throughout the entire duration of the Contract. When a Client Account is created and used by a person acting in the name and on behalf of the Client, such person warrants that it has full power and authority to represent, enter into and perform this Contract on behalf of the Client.
Account Activation. Prior to the activation of the Client Account, as well as at any time while the Contract is in effect, DePowered reserves the right to verify the accuracy of the Client information, and to request supporting documentation from the Client. DePowered reserves the right not to activate, or to deactivate, the Client Account should any information provided by the Client be incomplete, inaccurate, or fraudulent.
Orders. Once the Client Account has been activated by DePowered, the Client can order Services. Depending on Services, Orders can be placed through DePowered Website and/or directly through the Client’s Management Interface and/or by using an API that DePowered may provide for that purpose. The Client is solely responsible for the management of its Client Account and associated authentication credentials (user names, passwords, etc.). Any Order placed through the Client Account is deemed to have been submitted by and be binding on the Client thereby agreeing to be unconditionally bound by the Terms of Service. The conditions and time frames for the provision of Services vary depending on the Service ordered. Some Services are made available only upon receipt by DePowered of the corresponding payment from the Client in advance for the Services. It is the Client’s responsibility to ensure that the delivery terms for the ordered Services meet its needs.
Account Closing. Client may request to close its Client Account through Client Management Interface by opening a support ticket. A Client Account can only be closed once all associated Services have been terminated and paid for until their termination. Once the Client Account has been closed, it cannot be reactivated and all the data associated to that Client Account will be deleted, save for DePowered’s right to archive certain data to comply with its legal obligations and defend its rights pursuant to DePowered Privacy Policy.

Services

Information related to the Services. DePowered makes available to the Client via DePowered Website, online resources which enable the Client to be informed of the characteristics of the Services offered. These resources may include, in particular, (a) information regarding various available features, configurations, options and ranges and (b) documentation, technical guides and/or examples (or use cases) regarding the Services for a better understanding and use of the Services. The Client may obtain additional information regarding the Services by contacting DePowered Support as indicated in article “DePowered Support” below. In cases where DePowered offers Services which comply with known standards or specific regulations which apply to certain activities, DePowered shall communicate its scope of responsibility as well as the conditions in which DePowered complies with said standards or regulations.
Subcontracting. DePowered may subcontract all or part of the Services to its Affiliates. DePowered may freely provide the Services through Third-Party Providers, without having to inform the Client or obtain it prior approval. However, unless the Specific Terms of Service provide for the contrary, no performance of the Services implying access to the Content stored by the Client shall be subcontracted outside of DePowered. DePowered shall in all cases remain primarily liable for the Third-Party Providers it may subcontract to provide the Services.
Compliance with the Terms of Service. The Client agrees to order and use the Services in accordance with the Terms of Service in effect. The Services must be used in good faith. In particular, the Client undertakes to comply with these Terms of Service and the applicable Third Party Product Terms of Use, as well as any information communicated to the Client at the time of the Order. When using the Services on behalf of a third party, or authorizing a third party to use the Service the Client undertakes before any use of the Service(s) by such third party, to communicate and obtain their approval on the Terms of Service and guarantees compliance of the Terms of Service by the said third party.
Connection. To use the Services, the Client must ensure that it has access to a remote connection (such as the Internet or a private network), which it is solely responsible for and bears the costs of. The Client is hereby informed that the Internet presents technical hazards and security risks that are external to the technical measures used by DePowered in the provision of the Services. DePowered shall not be held liable for any failure from Internet access providers or other third party data transport networks (including but not limited to connection lines lack of reliability , bandwidth fluctuations, connection interruptions, etc.), nor for the consequences of said failures, particularly when they result in Services unavailability or discontinuity.
Means of authentication. Client is responsible for the management and confidentiality of the means of authentication necessary for connecting to and using the Services. The Client shall ensure that Users are knowledgeable of and follow standard practices to maintain the confidentiality of their authentication credentials. The Client is solely responsible for any consequences which may arise from the loss, disclosure, or fraudulent or illicit use of Users authentication credentials. DePowered shall in no way be held liable in this regard. The Client undertakes to immediately inform DePowered of any loss or disclosure of any authentication credentials, and to immediately change said authentication credentials.
Content. Except for items provided by DePowered, DePowered does not handle the Content and shall not access said Content for any other purpose than as necessary to provide the Services. DePowered does not perform any verification, validation or update operations on said Content. Likewise, DePowered does not perform any particular backups of Content stored in connection with the Services. Therefore, the Client is solely responsible for taking all necessary measures to safeguard its data in order to protect it against risk of loss or degradation regardless of cause. The Client shall ensure that the Content is legal and used in accordance with applicable industry standards, laws and regulations. Any use of illegal or fraudulent Content (such as the distribution, publication, storage or transmission of sexually explicit, obscene, offensive, pedophile, anti-Semitist, racist, hateful content or materials inciting to crimes against humanity, acts of terrorism, , to 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, trademarks or other intellectual property rights) within the scope of Services is prohibited, and can lead, at DePowered discretion, to immediate suspension of all or part of the Services, the deactivation of the Client Account and/or the termination of the Contract by DePowered, without prejudice to other rights and remedies DePowered may have under the Contract or at law.
Prohibited activities. The Client shall use the Services in a reasonable manner and shall comply with all applicable laws and regulations. Explicitly forbidden actions include, but are not limited to, (a) abuse, fraudulent or excessive use of the Services and resources made available to the Client, particularly any use of a nature that threatens the stability and security of the DePowered systems or which can result in a degradation of the performance of the Services provided to other DePowered clients, (b) 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 DePowered) except Penetrating Tests specifically authorized by DePowered pursuant to these Terms of Service, (c) any use or attempted use of spam or any other technique similar to spamming, and (d) use of illicit or prohibited content as specified in paragraph “Content”. For clarity sake, 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. This does not affect the Client’s right to use consensus mechanisms such as “proof of stake” to verify transactions in the blockchain.
Network Fair Use Policy. The Client shall use the Services in a manner that does not negatively impact other users or DePowered's infrastructure. Network abuse, excessive bandwidth consumption, or activities that adversely affect the performance of the Services for other clients are strictly prohibited. The 95th percentile bandwidth limit is dynamically weighted based on the current overall node load and the pricing tier of the Client's selected plan. Should network usage exceed acceptable limits, DePowered reserves the right to throttle the Client's connection until usage returns to normal levels. In cases of significant violations or repeated abuse of network resources, DePowered may suspend or terminate the affected Services with a refund of remaining funds after deducting actual costs incurred by DePowered.
Suspension of Services. DePowered reserves the right to suspend all or part of the Services in the event of (a) a known risk to the stability and/or security of DePowered systems or environment, to the Services and/or to Client Content, (b) scheduled maintenance, (c) a request issued by a legal authority or competent judicial authority, (d) notification by a third party in accordance with applicable laws, or (e) Client non compliance with all or part of the Terms of Service. Said suspension may occur immediately and without prior notice in case of emergency or necessity, and particularly in the case of an event such as described in point (a), (c) and (d) above, or in case of illicit or fraudulent use of the Services, or use in violation of the rights of a third party, and more generally, of any use which may trigger the liability of DePowered. Except for request issued by a legal authority or competent judicial authority requests or for noncompliance with the Terms of Service, DePowered shall endeavour to minimise the suspension impact on the normal operations of the Services. Any such suspensions shall in no way release the Client from its obligation to pay the full amounts due to DePowered under the Contract, which is without prejudice to the Client's right set forth in article "Liability" hereafter if such suspensions result from DePowered's failure to fulfil its obligations. Client can consult the maintenance schedule using the interface provided for this purpose. In the event any such suspension results from Client's failure to fulfil its obligations under the Contract, the suspension shall take place without prejudice to DePowered's right to terminate the Contract in accordance with article "Duration, Renewal and Termination of Services" hereafter, and without prejudice to DePowered's other rights and remedies at law. Except in cases of termination or nonrenewal of Services, suspensions of Services shall not result in the deletion of Client's data. Unless suspensions result exclusively from DePowered's failure to fulfil its obligations, the duration of the aforementioned suspensions shall not be deemed as unavailability of Services in application of the service level agreement provided in the Contract.
Updates to Services. DePowered may, at its sole discretion, modify the Services at any time, and add, modify or remove Services ranges, options or features, as well as upgrade their performance. Services are described online on the DePowered Website. The Client is responsible for keeping abreast of any updates to the Services, which are immediately applicable to any new Orders. Concerning the Services in use by the Client, the latter shall be informed by email or via its Management Interface of any substantial updates which are of a nature to downgrade said Services, at least thirty (30) calendar days before their implementation. Nevertheless, modifications to Third Party Products and in urgent cases (such as security risks, or legal or regulatory compliance updates) may result in immediate modifications to the Services. Subject to the article “Condition Specific to Consumers”, in case of an update downgrading existing Services in use by the Client (removal of functionality, performance downgrade, etc.), the Client may terminate the relevant Services by registered letter with acknowledgment of receipt, or through a specific form provided in its Management Interface, within thirty (30) days from the date the relevant update is implemented.
Intellectual property. All of the items (software, Infrastructure, documentation, etc.) made available to the Client by DePowered in the provision of the Services and during the term of the Contract remain the exclusive property of DePowered or the third parties which have granted the rights to use them. DePowered grants the Client a non-exclusive license to use the said items only in accordance with and for the duration of the present Contract. With the exception of the aforementioned items made available to the Client by DePowered in the provision of the Services, the Client remains solely responsible for acquiring all of the authorisations and usage rights for the elements and Content (data, software, applications, systems, websites, etc.) which it uses and operates in relation to the Services. The Client and Users retain all intellectual property rights in their respective Content which DePowered shall not use except to the extent necessary to perform the Services. Subject to mandatory legal provisions in effect, the Client is not authorized to decompile, disassemble, reverse engineer the software, source code and algorithms used in connection with the Services.
Third Party Products. Subject to specific commitments undertaken within the scope of the applicable Specific Terms of Service, (a) DePowered is not responsible for Third Party Products made available within the scope of the Services which may contain technical errors, security vulnerabilities, incompatibilities or instabilities, and offers no guarantee for the Third Party Products made available by DePowered to the Client in the provision of the Services (including all related information and items such as software, systems, applications, etc.), and (b) the Client is only authorised to use the Third Party Products made available to it by DePowered in accordance with the terms of the Contract, and in particular is forbidden from decompiling, accessing the source code, reinstalling the Third Party Products on any other infrastructure software or systems made available to Client. The Client uses the Third-Party Products entirely at its own risk, in accordance with these Terms of Service, and is responsible to ensure that such Services are suited to its needs and the purposes for which it uses them.
Services Continuity and Reversibility. Unless provided otherwise in the Specific Terms of Service, the termination of Services for any reason whatsoever (including without limitation, the Contract or Services termination or non-renewal, failure to comply with the Terms of Service, etc.), as well as certain operations to update or reinstall the Services, shall automatically result in the irreversible deletion of all Content (including information, data, files, systems, applications, websites, and other items) that is reproduced, stored, hosted, collected, transmitted, distributed, published and more generally used and/or operated by the Client in connection with the Services, including any potential backup. Before the termination or expiry of the Services, and before proceeding with any deletion, update or reinstallation of Services, the Client is solely responsible to perform any operations (such as backup, transfer to a third party solution, Snapshots, etc.) which are necessary to safeguard its own Content. Upon Client’s request, and subject to the provisions of article “Confidentiality” below, DePowered will provide technical information regarding the Services so as to facilitate Client’s reversibility operations and Content recovery. Such assistance may result in additional charges for time worked, based on the financial terms available on DePowered Website or upon request to DePowered Support. However, DePowered does not proceed to any operation of restitution or Client’s Contents migration. Such operations are under the Client’s exclusive responsibility. Except for (i) any data that DePowered must keep in accordance with applicable laws and regulations, (ii) personal data set forth in the “Data Processing Agreement” Appendix and (ii) any data necessary to defend its rights, DePowered will not to keep a copy of the Client's data following the termination of Services, unless otherwise agreed by the Parties or provided otherwise in the applicable Specific Terms of Service.
Penetration Tests. The Client may, directly or through a duly appointed third party auditor of its choice, carry out penetration tests on the Services (hereinafter "Penetration Test(s)") without prior notification of DePowered. These Penetration Tests shall be carried out in accordance with the laws and regulations in force. The Client shall obtain the authorisation of the Users and rights holders within the scope of the test. Should the Client have these Penetration Tests performed by a third party auditor, their agreement shall include all the conditions of this article. The Client declares and warrants to DePowered that all the conditions for conducting the Penetration Tests stipulated herein will be respected, including by the auditor who acts under the full responsibility of the Client. Under no circumstances shall the Penetration Tests (a) target other DePowered target elements and DePowered Infrastructures other than those used exclusively by the Client (including but not limited to DePowered shared infrastructure, networks and services), (b) disrupt the proper functioning of the Services and DePowered infrastructure and networks and/or (c) have any impact on the Services, resources, networks and infrastructure provided by DePowered to other Users. Any attempt to intrude into environments or systems used by other DePowered clients is expressly prohibited. The Client is solely responsible for all consequences that may result from the performance of the Penetration Tests, including when carried out by a third party auditor. Client is sole responsible to carry out or to have carried out in advance, all necessary backups to prevent any data loss and to restore and to be able to continue to use the target elements of the Penetration Tests (systems, applications, data, etc.), should an incident occur during the Penetration Tests. Client is informed that if, within the framework of the Services, protection mechanisms, such as systems to prevent the sending of fraudulent or massive mail (SPAM) or against computer attacks by denial of service (DOS or DDOS), have been put in place, these mechanisms will not be deactivated for the Penetration Tests, and may therefore result in the unavailability of the Services. The Client is responsible for informing any person likely to be affected by such unavailability. Upon completion of the Penetration Tests, a written audit report will be drawn up and communicated to DePowered upon first request or whenever it is of interest to DePowered (in particular in the event of a flaw or vulnerability in DePowered's Services or Infrastructures, or that could impact other DePowered clients). The audit report, its contents, and more generally all information disclosed or collected in the course of the audit and concerning, directly or indirectly, DePowered, are considered strictly confidential, and may under no circumstances be published or disclosed to third parties without DePowered's prior written consent. In the event of non-compliance by the Client and/or the third party auditor with all or part of the terms and conditions of this article, DePowered reserves the right to immediately suspend access to its Services, without prejudice to any damages DePowered may claim.

Measures to prevent spamming and attacks

SMTP blocking. DePowered is blocking outgoing traffic from the Service towards port 25 (SMTP server) on the Internet to prevent sending fraudulent e-mails from DePowered's network.
Protection Measures. If DOS (Denial of Service) or DDoS-type (Distributed Denial of Service) hacking attempts directed to a Service, then such Service might be suspended until the end of the attack to reduce the impact of the attack on the other Client’s Services.
Client’s responsibility. The Client shall be solely responsible for ensuring it secures its Services, implementing security tools, periodically updating their system, backing up their data and for ensuring the security of their software (scripts, codes etc.).

Responsibility

Authority. Each of the Parties warrants and represents that it has full power and authority to enter into and perform the Contract. In particular, the Client and DePowered represent and warrant that they holds all of the authorisations, skills and knowledge (particularly of a technical nature) which enable them to respectively use and provide the Services in accordance with the terms and conditions of the Contract.
Limitation of liability. Under no circumstances shall DePowered be liable under or in connection with this Contract for any:
1. use of the Services by the Client or a third party in breach of the terms and conditions of the Contract;
2. non-execution, failure, interruption, malfunction, interruption or unavailability of the Service resulting from a third party (except DePowered subcontractors), from Client, a Third Party Product, or a Client’s breach of any obligation hereunder;
3. indirect or consequential loss or damage whatsoever;
4. loss of business, (including without limitation commercial damages, lost orders, operational losses), loss of revenue, loss of reputation, harm to the company’s image, loss of actual or anticipated profits, loss of contracts or Clients, loss of opportunity, loss of goodwill, loss of, damage to or corruption of data (such as, untimely disclosure of confidential information concerning them resulting from a vulnerability or hacking of the system, legal action by a third party against the Client, etc.), in each case regardless of whether any of the types of loss or damage listed in this paragraph (D) are direct, indirect or consequential.
5. loss, disclosure or illicit or fraudulent use of Users’ authentication credentials by the User or any third party;
6. suspensions of access, or temporary or permanent suspension of operated Services in accordance with article 3 of these General Terms of Service (notably a request issued by a legal authority or a competent judicial authority);
7. loss of, damage to, alterations of all or part of the Content (including information, data, applications, files or other items) hosted on the Infrastructure insofar as DePowered is not responsible of Client’s activities continuity and notably backup operations;
8. lack of suitability of the Services to the needs of the Client (including in relation to the sensitivity of the relevant data);
9. security incidents related to the use of the Internet, particularly in case of loss, alteration, destruction, disclosure or unauthorized access of Client data or information on, or from, the Internet; AND
10. impairment of systems, applications and other items installed by the Client on the Infrastructure.
DePowered DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED TO THE CLIENT. THE CLIENT ACKNOWLEDGES THAT DePowered, ITS AFFILIATES, AND THEIR RESPONSIBLE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM, INDIRECTLY FROM THE CONTRACT EXCEPT FOR ANY DIRECT CONSEQUENCES CAUSED BY THE PERSONAL FAULT OF DePowered OR ITS REPRESENTATIVES. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
Responsibility of the Client. The Client bears allrisks related to its activities and is sole responsible for the use of the Services made available by DePowered. Client is responsible for complying with the Terms of Service in effect, including procuring that any third party that uses the Services, or on whose behalf the Service are used, comply with such Terms of Service. Client is responsible for (a) ensuring the Services ordered are suited to its needs and the needs of third parties for whom or on whose behalf they are used, (b) the Content, such as information, data, files, systems, applications, software, websites, and other elements which may be reproduced, hosted, installed, collected, transmitted, distributed or published, and more generally used and/or operated within the scope of the Services, as well as (c) the management and use of said Content (in particular their verification, validation, updating, deletion, backup, and along with any measure designed to protect against the loss or alteration of the Content), including when the Content belongs to a third party or is used or operated by or on behalf of a third party, and (d) the compliance with applicable laws and regulations. When the Client uses the Services in the scope of a business activity, or when acting on behalf of a third party, Client shall subscribe to a third-party insurance policy, from a AAA insurance company, covering the entire amount of damages which may be incurred by Client, and undertakes to maintain that insurance policy (or any other equivalent insurance) for the entire duration of the Contract.
Client guarantee. Each Party guarantees it practices activities complying with the regulation in effect. The Client guarantees notably DePowered against any consequences resulting from (a) the use or exploitation of illicit content within the scope of the Services, (b) fraudulent use of the Services or use that does not comply with the Terms of Service in effect or any applicable laws and regulations, (c) the use of Services made in violation of third party rights, (d) the lack of suitability of the chosen Services to its needs or the needs of its Users and of any third party on whose behalf the Services are used, or (e) the loss of, or unauthorized or fraudulent use of, Users’ authentication credentials. The Client undertakes to take appropriate action in the event of any action, claim or complaint by a third party relative to the Content and/or the Terms of Service, including those by legal or judicial authorities, and to indemnify and hold harmless DePowered against any damages, losses and expenses which may result therefrom (including legal judgements, reasonable legal defense costs, etc.).
Third Parties. DePowered makes no commitment hereunder towards any third parties, including Users, and no stipulation of the Contract may be interpreted as creating third party beneficiaries of the present Contract (including but not limited to under the Contracts. The Client is solely responsible for its relationship with any third parties (notably the Users of the Services), and shall indemnify and hold harmless DePowered against any action, claim or complaint of third parties with respect to DePowered Services. The Client shall notify DePowered in writing, as quickly as possible, of any such claims, complaints and/or legal action, detailing the subject matter of the claim as well as any useful information so that DePowered may communicate to the Client any items in its possession which may be appropriate. DePowered reserves the right to take part into such litigations.
Force majeure. "Force Majeure Event" means an event the occurrence of which is beyond the reasonable control of the Affected Party, including (without limitation) the following: (a) Act of God (including earthquake or other natural disaster), act of terrorism, war or warlike operations, civil unrest or riot; (b) default of third parties, industrial action (other than of the Affected Party’s own workforce), fire, flood, explosion or malicious damage, or failure of plant or equipment (but only to the extent that any of these is beyond the reasonable control of the Affected Party); and (c) change of law, regulation or industry standard, or governmental order or direction. Neither Party shall be in breach of this Contract nor liable for any delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event. In such circumstances, the Affected Party shall inform the other Party as quickly as possible in writing, detailing the circumstances and the expected duration of the Force Majeure Event, and shall keep the other Party regularly informed of the status of the situation. If, despite the efforts of the Affected Party in breach, the period of delay or non performance continues for more than thirty (30) consecutive days, the Party not affected may terminate without liability whatsoever all or part of the Services affected by the Force Majeure Event with immediate effect by giving notice to the Affected Party.

Financial conditions

Changes to prices. DePowered reserves the right to change its prices at any time. Pricing changes are immediately applicable to any new Orders.
Default or late payment. In case of default or late payment, including partial payment, DePowered may charge the Client (i) late payment penalties from the day following the payment due date and (ii) interest on the overdue amount at the applicable rate under the European Communities (Late Payment in Commercial Transactions) Regulations 2002 , accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgement. Furthermore, as a result of such default or late payment persisting for more than four (4) calendar days after notification sent to the Client by email, without requiring any additional notification or formal notice, (a) all of sums remaining due by the Client under the Contract shall become due regardless of their payment terms, and (b) DePowered shall have the right immediately without prior notice to suspend and all or part of the Client Services (including those which have been paid for), to refuse any new Order or renewal of Services and to terminate all or part of the Contract . In case of default or late payment, business Clients shall also be liable to pay a fixed recovery fee of 40 (forty) euros, without prejudice to DePowered’s right to demand, upon supporting documents, additional compensation in cases where the recovery fees are greater than the amount of said fixed recovery fee.
Dispute. In the event of any disagreement regarding invoicing or the nature of the Services, the Client must notify DePowered Support through its Management Interface within one (1) month of the date the invoice was issued. In the absence of said notification, and without prejudice to the Client’s right to contest the invoice later on, the Client shall be liable to settle all unpaid invoices according to the terms of the Contract. In case of failure to invoice the Services correctly or in the appropriate timeframe, DePowered reserves the right invoice or correct the invoicing at any time, subject to any mandatory applicable limitation.
Services Duration. The Services duration is stated with the pricing selected by the Client when submitting its Order (the “Duration”). In case of flat-rate or fixed sum payments (monthly, annual or other), and subject to section “Termination for breach”, Client undertakes to use the Services throughout the Duration. In the event of early termination or suspension of Services, Client shall pay for the total price of the Services without any reduction or refund. In case of payment per use, the Services are made available for an indeterminate period of time, and the Client may terminate the Services at any time in accordance with the procedures in effect.
Services Renewal. Services renewal conditions vary from one type of Service to another, as set out in the Specific Terms applicable to such Services. Some Services renew automatically (“Auto Renew”) while others are renewed upon payment in advance by the Client. In cases of Auto-Renew, Client is responsible for selecting the renewal method of its choosing and the initial commitment period. For certain Services, the Auto-Renew mode is activated by default. Renewals subject to advance payment will be automatically rejected in case of default in payment or irregular payment (incorrect amount, incomplete payment, payment which does not include the required references, or issued using a method or procedure not accepted by DePowered. DePowered reserves the right to terminate the renewal, notably, with a reasonable prior notice, in case of a Service’s end of life.
Termination for breach. Without prejudice to other termination rights provided in the Contract, either Party may terminate this Contract with immediate effect by giving written notice to the other Party if the other Party breaches any provision of this Contract, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven (7) calendar days after being notified by registered letter with acknowledgement of receipt to do so.
Refund policy. The Client cannot request a refund of Services that have already been provided. The Client may request a refund of unused funds from their account balance. Refunds will be issued to the original payment method, where possible, or by bank transfer to a UK bank account if necessary.

Confidentiality

Commitments. Each of the Parties undertakes, regarding any confidential information it receives from the other Party or to which it has access to during the present Contract, to (a) use this confidential information only for the sole purposes of executing the Contract, (b) preserve the confidentiality of said information with the same degree of care used for its own confidential information, and (c) give access to said confidential information only to its associates and Affiliates who need to know the information as part of their function and provided that these recipients have received prior notification of the confidential nature of the information and are bound by a confidentiality agreement at least as protective as these provisions. Each Party is also allowed to communicate the other Party’s confidential information to its counsels as long as they belong to a regulated profession (e.g. lawyers, barristers, certified accountants and auditors). The Parties shall not share or give access to the other Party’s confidential information to other persons than those referred to above without the prior written consent of the other Party. The Parties shall be liable for any failure to respect the obligations and restrictions by its representatives and by the third parties to whom it has shared confidential information with. Shall be considered confidential the Contract’s provisions and all information communicated between the Parties, or to which the Parties have access during the execution of the Contract, regardless of its form and nature (such as, without limitation, financial information, marketing information, trade secrets, know-how, information related to security and to the Services terms of use). To be considered as a confidential information, it is not necessary that the confidential nature of the information be mentioned on the document or other media containing the information or indicated upon its divulgation. The Parties undertake to comply with this confidentiality obligation for the entire Duration of the Contract as well as for a period of two (2) years from its termination, regardless of the cause.
Exceptions. The confidentiality commitments defined above shall not apply to information for which the recipient Party can demonstrate that (a) the recipient Party became legitimately aware of the information without being required to keep them confidential prior to the other Party having shared it, or (b) the information is, or becomes, publicly available through no fault of or failure to act by the receiving Party (or persons for which it is responsible) in breach of this Contract, or (c) the information becomes rightfully known to the receiving Party from a third-party source not known (after diligent inquiry) by the receiving Party to be under an obligation to maintain its confidentiality, (d) is independently developed by the receiving Party subsequent to such disclosure, by employees without access to, or use of, the other Party’s confidential information, or (e) the divulgation of the said information was authorised by the other Party as provided in the Contract’s provisions. Notwithstanding the preceding, each of the Parties reserves the right to disclose information received from the other Party (a) for the sole purpose of defending its rights, provided that the confidential information shall be retained for the time legally required for their use as evidence, and only be disclosed to those persons who need to know them within the course of the legal action or procedure in question (judges, lawyers, etc.), those persons being bound by professional secrecy or otherwise by a confidentiality agreement, or (b) at the request of a competent legal or judicial authority, provided that the disclosure shall be strictly limited to the request of said authority, and, subject to any legal requirements or injunctions to the contrary, the recipient Party shall inform the other Party of said request.

General provisions

Severance. If any provision of this Contract, or the application of such provision, is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason and to any extent, the said provision shall be interpreted by the courts in a way that stays as close as possible to the original intent of the Parties. The Parties will modify that provision with a valid and enforceable provision that to greatest extent possible, achieves the intended commercial result of the original provision. All other provisions of this Contract remain in full force and effect.
Titles. The article and paragraph headings are for convenience only and shall not affect the interpretation of this Contract.
Waiver. No failure or delay by DePowered to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise by DePowered of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Entire agreement. The Contract is made up of the Terms of Service which constitute the entire agreement between the Client and DePowered in relation to its subject matter, excluding any Client’s general terms and conditions, other documents, discussions and previous exchanges between the Parties. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written. Each party acknowledges that in entering into this Contract it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party (whether innocently or negligently) in relation to the subject matter of this Contract at any time before its signature (together "Pre-Contractual Statements"), other than those which are set out in this Contract. Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements. Nothing in this article 10.14 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment. DePowered may, at any time and by right, amend the Terms of DePowered may, at any time and by right, amend the Terms of Service in effect. Such amendments shall be immediately applicable to every new Orders. The Client will be notified via email or through its Management Interface of any amendment to the Terms of Service applicable to Services currently delivered to Client. Such changes to the Terms of Service shall be in effect thirty (30) calendar days after the notification is sent. Notwithstanding the foregoing, any change to Third Party Product Terms of Use and any implementation of a new regulation may be immediately applicable to the extent DePowered does not control such events. Subject to conditions applicable to Consumers, if the new Terms of Service should be less favorable to the Client, Client may terminate the corresponding Services within thirty (30) calendar days following the new Terms of Service entry into effect. Such termination shall be notified via registered letter with acknowledgement receipt or via the form provided in the Management Interface.
No Partnership or Agency. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties. The Parties remain independent contractors in the course of their business, neither party being the agent of the other Party. Nothing herein authorises either Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms (i) it is acting on its own behalf and not for the benefit of any other person and (ii) it is fully independent and responsible for the management of its business and affairs, as well as for all of its actions, and will assume all the risks related to its activities.
Assignment. Neither Party shall assign or transfer any or all of its rights and obligations under this Contract without the prior written consent of the other Party. Notwithstanding the foregoing, each Party shall be entitled to transfer all or part of the Contract to its Affiliates, provided it notifies the other Party in writing as soon as reasonably practicable and it remains liable for any breach of this Contract by said Affiliates. The following operations shall not be considered assignments or transfers pursuant to this article and are therefore authorised: (a) changes in shareholders, changes of holdings, or change of control of either Party, and (b) mergers, acquisitions, sale of business assets or activity, divestments, or any other operations which involve a transfer of the assets of either Party. If one of the Parties performs one of the operations mentioned in point (a) or (b) above, it shall inform the other Party. If the operation is performed to the benefit of a direct competitor of the other Party or a party with whom the other Party has a pre-existing dispute that other Party shall have the right to terminate the Contract without damages being due.
Notices. Information communicated by email shall be deemed received at the time indicated by DePowered server. This information shall be retained by DePowered for the entire Duration of the Contract and for the three (3) years thereafter.
Advertising and promotion. Unless otherwise decided by the Client via the form available for such purpose in its Management Interface, DePowered is allowed to mention its commercial relationship with the Client in its usual course of business towards clients and prospects. Any other mention by DePowered about the Client, and any other use of signs (logos, trademarks, etc.) notably for advertising purposes, exhibitions, conferences and in specialised publications for market professionals, as well as in its brochures, commercial documents and DePowered website is submitted to Client’s prior consent.
Admissible evidence. It is expressly agreed that the data of the DePowered information system or of its subcontractors, such as login logs, consumption records, order and payment summaries, Incident reports or other reports, can be used as evidence vis-à-vis the Client, and are deemed as admissible including in the context of legal disputes.

Applicable law

Jurisdiction. If the Client is not a consumer under applicable consumer protection legislation, the Parties agree that all legal proceedings to be undertaken in connection with any dispute arising from this Contract shall be instituted and heard before the courts of London even in the case where there are several defendants, claim against guarantor, summary or conservatory proceedings.
Applicable law. This Contract and any dispute or claim arising out of or in connection with it (including disputes or claims relating to non-contractual obligations) shall be governed by and construed in accordance with the laws of England without giving effect to principles of conflict of laws that would require the application of any other law.

Definitions

“Affiliate” means with respect to each Party, any entity which is (i) directly or indirectly controlled by such Party, (ii) directly or indirectly controlling such Party, or (iii) under the same direct or indirect control as such Party, provided that ''control'' means (a) the ownership of fifty percent (50%) or more of the voting rights or other ownership interest in an entity, or (b) the ability to direct the business affairs or the composition of the board of directors or equivalent body of another entity, whether through the ownership of voting rights, by contract or otherwise.
“Client Account” means reference Account/Client login allowing the Client to subscribe to DePowered Services.
“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 Client within the scope of the Services.
“Incident” means any event which causes or is likely to cause an interruption or disruption of the Services provided to the Client by DePowered.
"Infrastructure" means all physical and virtual elements belonging to the DePowered Group or under its responsibility, made available by DePowered in the context of the Services, such as for instance network, bandwidth, physical resources and software and/or applications.
"Management Interface" means interface made available by DePowered, accessible by Client remotely after authentication (by login and password).
"Order" means any order for Services submitted by the Client.
“DePowered Support” means DePowered team responsible for assisting the Client and handling Incidents.
“DePowered Website” means DePowered web resource accessible at rifty.org or any other derivative website belonging to one of its Affiliates.
"Services" means any services, such as the use of products, DePowered Limited infrastructure, network, software and access to support, provided by DePowered to Client under the Contract.
"Specific Terms of Service" means the document describing one or more Services provided by DePowered, setting out the terms and conditions of performance and use specific to such Service(s), and published on DePowered Website or available to the Client upon request to DePowered Support.
"Third Party Products" means any product (such as an operating system, application, firewall, or hardware component) developed and owned by a third party and made available to the Client by DePowered, or that the Client has directly or indirectly procured from such third party.
“Third Party Product Terms of Use” means contractual terms specific to the use of Third Party Product made available by DePowered in connection with the Services.
“Third-Party Providers” means third parties including but not limited to, energy providers, network providers, network interconnection point managers or collocated datacenters, equipment and software providers, carriers, technical providers, security companies.
"User(s)" means the Client and any other person(s) accessing or using the Services (including access to or use of any products configured within the Services by DePowered, the Client, its own clients or any third party) under the responsibility of the Client.