01Definitions

In this Agreement, unless the context requires otherwise:

• "Agreement" means these Terms together with each Order, the Acceptable Use Policy, the Privacy Policy, and any service description or schedule referenced herein.
• "Order" means an order form, quotation or service description accepted by both parties for a specific Service.
• "Service" means the IP Transit, DDoS Protection, Data Center Colocation and/or other services described in an Order.
• "Commencement Date" means the date CloudRadium makes a Service available to the Customer, or first invoices for it, whichever is earlier.
• "Minimum Period" means the minimum service term stated in the applicable Order.
• "Charges" means all fees payable for the Services, including recurring, one-time, usage and administrative fees.
• "Equipment" means any hardware, device or cabling provided by CloudRadium to the Customer.
• "Confidential Information" means non-public information disclosed by one party to the other that is marked or would reasonably be understood as confidential.

02Acceptance & Conditions of Service

The provision of Services between CloudRadium(HK) Limited ("CloudRadium", "we", "us") and the customer ("Customer", "you") is effective upon CloudRadium's acceptance of the Application/Order — whether by commencing provision of the Services, by taking any action in connection with or in preparation for the Services (whether or not to the Customer's knowledge), or by other means determined by CloudRadium and notified from time to time. These Terms apply to enterprise customers procuring the Services for business purposes. By using the Services the Customer agrees to be bound by this Agreement in full.

03Scope of Services

CloudRadium provides: IP Transit (carriage of the Customer's IP traffic to and from the global internet); DDoS Protection (L3/L4 traffic mitigation, per Clause 20); and Data Center Colocation (physical rack space, power and cross-connect). The precise specifications, capacity and options of each Service are set out in the applicable Order, which forms part of this Agreement.

04Technical Neutrality & Limits of Service

4.1 CloudRadium is a licensed Services-Based Operator (SBO) providing network transmission and physical hosting. Our operational responsibility is limited to the maintenance of the physical facility and the Layer-2 / Layer-3 network path.

4.2 CloudRadium does not, and is under no obligation to, monitor, review, edit, approve, endorse or exercise editorial control over any application, content, data or business model operated by the Customer on or through the Services. We do not provide application-layer consulting, firewall configuration, or data-management services unless separately agreed in writing.

4.3 Because our involvement is confined to the physical layer and the L2 / L3-L4 network path, CloudRadium does not inspect the application-layer payload of Customer traffic and accordingly has no knowledge of, and assumes no responsibility for, the content the Customer transmits, stores or processes.

05Term, Renewal & Minimum Period

5.1 Each Service begins on its Commencement Date and continues for the Minimum Period stated in the Order.

5.2 Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, the Service automatically renews for successive periods equal to the original Minimum Period (or on a monthly basis where the Order so states), at CloudRadium's then-current rates.

5.3 A Minimum Period commitment survives any change, upgrade or relocation of the Service unless the parties agree otherwise in writing.

06Cancellation & Early Termination Charge

6.1 The Customer may cancel a Service by written notice given at least one (1) month before the intended cancellation date, effective no earlier than the end of the Minimum Period.

6.2 If a Service is terminated by the Customer, or by CloudRadium for the Customer's breach, before the end of the Minimum Period (other than for CloudRadium's uncured material breach), the Customer shall pay an Early Termination Charge equal to: (a) the recurring Charges that would have fallen due for the remainder of the Minimum Period; plus (b) the unamortized amount of any one-time discount, waiver, credit or installation cost previously granted to the Customer.

The Early Termination Charge is a genuine pre-estimate of CloudRadium's loss and not a penalty. Cancellation does not relieve the Customer of Charges accrued up to the effective date of termination.

07Charges, Taxes & Price Review

7.1 The Customer shall pay all Charges at the rates set out in the Order or CloudRadium's then-published rates, in HKD.

7.2 All Charges are exclusive of taxes, levies and duties, which the Customer shall bear in addition. Where withholding is required by law, the Customer shall gross up so that CloudRadium receives the full amount.

7.3 CloudRadium may revise recurring Charges with at least thirty (30) days' prior notice, such revision to take effect from the next renewal term; usage-based and pass-through charges may change in line with the underlying cost.

08Deposit & Security

8.1 CloudRadium may require a deposit or other security as a condition of, or during, the provision of the Services.

8.2 CloudRadium may apply the deposit against any overdue Charges, losses or liabilities of the Customer. Any remaining balance will be returned, without interest, after termination and settlement of all outstanding amounts.

09Billing, Payment & Disputes

9.1 Services are billed in advance on a pre-paid basis unless the Order states otherwise. Invoices are due by the date stated on the invoice.

9.2 Overdue amounts may accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid.

9.3 If the Customer disputes an invoice in good faith, it must notify CloudRadium in writing within fourteen (14) days of the invoice date and pay all undisputed amounts when due. The parties shall resolve the disputed portion in accordance with Clause 38.

10Suspension of Service

10.1 In addition to any right of termination, CloudRadium may suspend a Service (in whole or part) where: (a) the Customer fails to pay Charges when due; (b) the Customer breaches this Agreement or the Acceptable Use Policy; (c) the Customer's verification information is untrue or cannot be confirmed; or (d) suspension is necessary to protect the network or comply with law.

10.2 Charges continue to accrue during a suspension caused by the Customer. CloudRadium may charge a reasonable reconnection fee to restore a suspended Service. Suspension is without prejudice to CloudRadium's other rights, including termination.

11Provisioning & Customer Responsibilities

11.1 Any delivery or activation date given by CloudRadium is an estimate only. CloudRadium is not liable for delays caused by the Customer or by third parties.

11.2 The Customer shall, at its own cost, provide timely and accurate information, access, authorizations and site conditions reasonably required for provisioning, and keep its contact and account details current and correct.

11.3 The Customer is responsible for the security of its own systems, credentials, configurations and data, and for maintaining its own backups.

12Equipment (CPE)

12.1 Where CloudRadium provides Equipment, title remains with CloudRadium (or its supplier) and the Customer acquires no ownership interest. Risk in the Equipment passes to the Customer on delivery.

12.2 The Customer shall keep the Equipment in good condition, use it only in accordance with this Agreement, and not move, modify, encumber or dispose of it. On termination, the Customer shall return the Equipment in good order (fair wear and tear excepted) or pay its replacement value; loss or damage is chargeable to the Customer.

13Scheduled Maintenance

CloudRadium may carry out scheduled or emergency maintenance which may interrupt the Services. CloudRadium will use reasonable efforts to give advance notice of scheduled maintenance and to minimize disruption. Emergency maintenance may be performed without prior notice. Maintenance downtime does not constitute a failure of the Services.

14Service Levels

Except as expressly stated in a separate written Service Level Agreement, the Services are provided without any warranty as to availability, continuity, throughput or performance, and CloudRadium makes no representation that the Services will be uninterrupted or error-free. Where an SLA applies, service credits are the Customer's sole and exclusive remedy for the failures it covers.

15Fair Use & Network Management

15.1 CloudRadium may apply reasonable traffic-management and network-protection measures to safeguard the integrity, security and quality of its network for all customers.

15.2 The Customer shall not use a Service in a manner that disproportionately affects other customers or the network. Usage in excess of an Order's committed level may be rate-limited or charged in accordance with CloudRadium's published policy.

16Customer Content & Data Responsibility

The Customer is solely responsible for all content, data, applications and business activities carried, hosted or processed on or through the Services, and for their lawfulness in every jurisdiction where they are made available. CloudRadium assumes no liability whatsoever for the Customer's content or data, or for any loss, damage, claim or regulatory action arising from it, whether brought by the Customer or any third party.

17IP Resources, BGP Routing & RPKI (Bring-Your-Own-IP)

17.1 Where the Customer announces its own IP resources by BGP (BYOIP), the reputation, blacklist status and any resulting connectivity degradation or blocking of those addresses are the Customer's sole responsibility.

17.2 The Customer warrants that it holds valid authorization for every IP prefix it announces and that its announcements comply with RPKI (ROA) standards. If the Customer's announcement causes CloudRadium's ASN to be filtered, blackholed or blacklisted, the Customer shall indemnify CloudRadium for all resulting loss (see Clause 29).

18Acceptable Use Policy

The Customer shall not use the Services or CloudRadium's network to:

• undermine or harm our network, systems or other clients;
• make unauthorized use of, or access, any account or computer;
• originate, relay or host spam, malware or mass unsolicited messaging;
• act in violation of the laws of the Hong Kong SAR, including unlawful, obscene or infringing material, government secrets, or information assisting terrorism or weapons of mass destruction;
• post defamatory, threatening or harassing material;
• infringe third-party intellectual-property rights; or
• offer fraudulent goods, services or schemes, or misuse payment information.

CloudRadium may, where it believes a violation has occurred or is likely, immediately and without notice suspend or terminate the Services to the extent necessary.

19Customer Verification

19.1 To verify the Customer's identity and to prevent fraud and abuse, CloudRadium may require reasonable verification information appropriate to an enterprise customer, such as its business registration certificate. Where reasonably necessary on a risk basis, CloudRadium may request additional documentation, including identification of the person authorized to act on the Customer's behalf.

19.2 CloudRadium collects only the information necessary for these verification purposes and handles it in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and CloudRadium's Privacy Policy.

19.3 The Customer shall ensure the information provided is true, current and accurate. If the Customer provides false information or declines a reasonable verification request, CloudRadium may, to the maximum extent permitted by law, suspend or terminate the Services.

20DDoS Protection — Nature of the Service

20.1 CloudRadium's DDoS Protection operates solely at the network and transport layers (L3/L4), mitigating attacks on the basis of IP addresses, ports, protocols, packet rates and traffic-behaviour characteristics. It does not perform application-layer (L7) deep packet inspection, decryption or content reconstruction.

20.2 DDoS Protection is provided on a commercially reasonable, best-effort basis. CloudRadium does not warrant complete or uninterrupted mitigation. Mitigation may introduce latency, packet loss or temporary filtering of legitimate traffic, and may include blackholing (null-routing) of targeted IP addresses to preserve network stability.

CloudRadium is not liable for any latency, packet loss, filtering of legitimate traffic or blackholing arising from DDoS mitigation. DDoS attacks cannot be foreseen or pre-notified.

21Emergency Suspension & Traffic Interdiction ("Kill Switch")

21.1 CloudRadium may, without prior notice and without refund, immediately suspend, filter, blackhole or disconnect the Customer's network or power where: (a) it receives a notice or lawful request from any judicial, law-enforcement or telecommunications-regulatory authority; (b) the Customer's traffic materially degrades the performance or stability of CloudRadium's network; or (c) the Customer is using the facilities for manifestly unlawful activity.

CloudRadium shall not be liable for any loss or business interruption resulting from an action taken under this Clause.

22Data Privacy & Processing Boundaries

22.1 For routing, network security and attack mitigation, CloudRadium processes packet headers and traffic metadata (packet rates, protocol distribution, source/destination addresses) at the L3/L4 layer.

22.2 CloudRadium does not inspect, decrypt, store or analyse the application-layer content or payload of the Customer's traffic, and does not perform any commercial data analysis, profiling or content analytics upon it.

22.3 CloudRadium operates its information-security management in accordance with the ISO/IEC 27001 standard.

22.4 Because CloudRadium's involvement is confined to the L3/L4 path, it does not hold the content of Customer traffic; any information it can lawfully provide under Clause 23 is limited to connection and traffic metadata.

23Data Retention, Lawful Assistance & Sanctions Compliance

23.1 As a licensed SBO, CloudRadium is subject to legal obligations to assist competent authorities. Within, and only within, the scope required or authorized by applicable law, CloudRadium may retain traffic/connection logs and verification data and provide them to competent authorities pursuant to a lawful request, and the Customer shall not hold CloudRadium liable for doing so.

23.2 CloudRadium handles personal data in accordance with the Personal Data (Privacy) Ordinance (Cap. 486).

23.3 The Customer represents that it, its owners and end-users are not sanctioned persons and shall not use the Services in breach of applicable sanctions, export-control or anti-money-laundering laws. CloudRadium may screen for, and refuse or terminate service to, sanctioned or high-risk parties.

24Confidentiality

24.1 Each party shall keep the other's Confidential Information confidential, use it only to perform this Agreement, and disclose it only to personnel and advisers who need to know and are bound by equivalent obligations.

24.2 These obligations do not apply to information that is or becomes public without breach, is independently developed, or is required to be disclosed by law or a competent authority (in which case the disclosing party shall, where lawful, give reasonable notice). This Clause survives termination for three (3) years.

25Intellectual Property

25.1 All intellectual property in the Services, network, software, systems and documentation remains with CloudRadium or its licensors. The Customer receives only a limited, non-exclusive, non-transferable right to use the Services during the term.

25.2 Intellectual property in the Customer's own content and data remains with the Customer. The Customer grants CloudRadium only the rights necessary to provide the Services.

26Force Majeure

Except for the obligation to pay sums due, CloudRadium is not liable for any delay or failure caused by events beyond its reasonable control, including third-party service, software or hardware failures, DDoS attacks, acts of God, bandwidth interruptions, network outages, earthquake, labour disputes, shortages, riots, war, fire, epidemics, or common-carrier delays.

27Violations & Termination

27.1 CloudRadium may refuse or terminate the Services at any time, with or without notice, where it determines that the Customer has violated this Agreement or applicable law. Either party may terminate for the other's material breach not cured within fourteen (14) days of written notice.

27.2 Prepaid amounts on an account terminated for the Customer's violation will not be refunded save as required by law. Abusive, threatening or vulgar conduct towards CloudRadium's staff will result in one warning, after which the relevant communication may be terminated.

28Consequences of Termination

On termination or expiry: (a) all outstanding Charges and any Early Termination Charge become immediately due; (b) the Customer's right to use the Services ceases; (c) the Customer shall return any Equipment under Clause 12; (d) Customer files and data stored on CloudRadium's systems may be deleted after termination, and the Customer is responsible for retrieving its data beforehand; and (e) any accrued rights, and any clause intended to survive, remain in effect.

29Indemnification & Transfer of Liability

29.1 The Customer shall defend, indemnify and hold harmless CloudRadium, its agents, officers, clients and employees from all demands, liabilities, losses, costs and claims (including reasonable legal fees) arising from the Customer's acts, property, services, or the acts of its employees, agents or assigns — including injury from products distributed via the Services, infringement of third-party rights, copyright infringement, defective products connected to the network, and investigation of alleged policy violations.

29.2 Where the Customer's conduct (irrespective of its business nature) causes CloudRadium to suffer government penalties, law-enforcement investigation, litigation or third-party claims, the Customer shall bear all legal costs, attorney's fees, fines and compensation CloudRadium thereby incurs.

30Limitation of Liability & Disclaimer

30.1 The Services are provided "as is" and "as available". To the maximum extent permitted by law, CloudRadium disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose, and is not liable for loss of data, delays, non-delivery, mis-delivery, or any service interruption.

30.2 To the maximum extent permitted by law, CloudRadium shall not be liable for any indirect, incidental, consequential or punitive damages, including loss of profit or goodwill, whether in contract, tort or otherwise, even if advised of the possibility. The Customer agrees that CloudRadium's total aggregate liability shall be limited to the total fees paid by the Customer to CloudRadium in the one (1) year period preceding the act or omission giving rise to the claim.

31Assignment

The Customer may not assign, transfer or sub-contract any of its rights or obligations without CloudRadium's prior written consent. CloudRadium may assign, transfer, novate or sub-contract this Agreement, in whole or part, to any affiliate or successor.

32Notices

Notices must be in writing and given by email, the online helpdesk, or registered post to the parties' last-notified addresses. A notice is deemed received: if by email or helpdesk, on the next business day; if by post, three business days after posting. The Customer shall keep its contact details current and correct.

33Amendments

CloudRadium may update, amend, modify or supplement this Agreement from time to time. The latest version is available at https://client.crtech.hk/. Continued use of the Services after changes take effect constitutes acceptance.

34Entire Agreement

This Agreement (these Terms, each Order, the Acceptable Use Policy and the Privacy Policy) constitutes the entire agreement between the parties and supersedes all prior communications. The Customer has not relied on any representation not expressly set out herein. In the event of conflict, an Order prevails over these Terms for the Service it covers.

35Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, or if it cannot be, severed; the remaining provisions continue in full force.

36No Waiver

No failure or delay by CloudRadium in exercising any right is a waiver of it, and no single or partial exercise precludes any further exercise.

37Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any of its terms.

38Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute by negotiation between senior representatives within thirty (30) days. Failing resolution, the dispute may be pursued in accordance with Clause 39. Nothing prevents either party from seeking urgent interim relief.

39Governing Law & Jurisdiction

This Agreement is governed by the laws of the Hong Kong Special Administrative Region. The parties submit any dispute to the non-exclusive jurisdiction of the Hong Kong courts.