This Agreement is between CapIX and the Provider accepting it through provider onboarding, an order or other written acceptance.
Appointment and independence
Provider independently offers compute capacity through the CapIX network. CapIX supplies discovery, routing, metering and settlement coordination. Neither party is agent, partner, fiduciary, employer or exclusive representative of the other. Provider controls its infrastructure and is responsible for licences, personnel, taxes, costs and lawful operation.
Capacity and service obligations
Provider will supply accurate identity, ownership, location, hardware, network, pricing, availability, isolation and compliance information; pass required technical and security checks; and promptly update changes. Listings are binding during their validity. Provider must honour accepted workloads and may not substitute region or hardware, or subcontract, without authorisation and equivalent obligations.
Provider will maintain agreed performance; isolate tenants; patch supported systems; apply least privilege; protect node credentials; maintain operational logs; permit health and attestation checks; notify CapIX of a suspected material incident within four hours; preserve evidence; and cooperate with response, deletion and audit. Provider must not access Customer Content except where technically necessary, and must not use it for advertising, profiling, model training or unrelated purposes.
Metering, payout and tax
CapIX records eligible usage using signed node telemetry, route receipts and reconciliation. Provider must not manipulate metering. Payouts are based on validated usage under the accepted rate, less disclosed network fees, refunds, reversals, penalties and legally required withholding. Pending measurements are not final. Provider is responsible for taxes, filings and wallet accuracy. CapIX may hold disputed or fraud-linked amounts while investigating.
Data, security and audit
Provider processes Customer Content only on documented CapIX and Customer instructions and accepts the Data Processing Addendum where applicable. Provider will return or securely delete data and credentials at workload end, subject to law. CapIX may conduct proportionate audits, request evidence and suspend routing where security, capacity or compliance cannot be verified.
Availability, indemnity and liability
Order-specific service levels apply. Provider will promptly restore or safely terminate failed workloads and cooperate with rerouting. Provider indemnifies CapIX and affected Customers against third-party claims caused by Provider's unlawful conduct, infringement, security breach or Agreement breach. Nothing limits non-excludable liability. Otherwise each party's aggregate liability is limited to amounts paid or payable to Provider in the preceding 12 months; indirect and consequential loss is excluded.
Term and termination
Either party may terminate on 30 days' notice. CapIX may immediately suspend or terminate for security risk, AUP breach, sanctions, fraud, insolvency, repeated SLA failure or uncured material breach. Provider must safely complete or terminate workloads, return or delete data and credentials, reconcile usage and assist migration. Provider may not assert a lien over Customer Content. This Agreement is governed by England and Wales law and its courts have exclusive jurisdiction, subject to mandatory law.