Terms of Service

1. ACCEPTANCE

1.1 By executing a Service Order, shipping equipment, clicking "Accept," or otherwise using the Services, the Customer agrees to be bound by these Terms, the Privacy Policy, and SuperiorColo's Acceptable Use Policy (AUP).

1.2 If the Customer does not agree, the Customer must not use the Services.

2. DEFINITIONS

"Services" means colocation, power, cooling, interconnection, remote‑hands, and related offerings.

"Service Order" means the ordering document executed by the parties.

"Equipment" means all hardware the Customer installs at the Facility.

"SLA," "Downtime," "Service Credit," and other capitalised terms have the meanings set in the SLA Addendum.

3. SCOPE OF SERVICES

3.1 SuperiorColo licenses rack space and associated resources; no leasehold, tenancy, or bailee relationship is created.

3.2 Specific cabinet size, kW allocation, cross‑connect count, Commencement Date, and pricing appear on each Service Order.

4. CUSTOMER OBLIGATIONS

4.1 Acceptable Use – Customer must follow the AUP and all applicable laws (spam, privacy, IP, CRTC regulations).

4.2 Site Rules – Customer shall comply with security badges, escort policies, PPE, hot‑aisle etiquette, and change‑control forms.

4.3 Data & Backups – Customer is solely responsible for data security and backups.

4.4 Insurance – Customer bears all risk of loss for its Equipment; SuperiorColo does not require Customer to maintain insurance.

5. SERVICE LEVELS AND REMEDIES

5.1 SuperiorColo targets 99.983 % power and network availability annually.

5.2 Remedy – One (1) hour of prorated MRC credit for each whole hour of Downtime, capped at 50 % of the monthly MRC.

5.3 Exclusions – Maintenance windows, Customer faults, force‑majeure events, and upstream carrier failures are excluded.

5.4 Maintenance – Scheduled maintenance requires 24 h e‑mail notice; emergency work may be performed without notice.

6. FEES, BILLING, AND DEFAULT

6.1 Charges – All recurring fees are billed monthly in advance, non‑recurring fees in arrears, payable net 30.

6.2 Interest – Past‑due sums accrue 1.5 % interest per month (18 % p.a.) or the maximum lawful rate.

6.3 Lien and Repossession – If any amount is overdue by 45 days, SuperiorColo may disable Services and take possession of Equipment as security. After a further 30 days, SuperiorColo may sell, dispose of, or recycle Equipment under the Ontario Personal Property Security Act, applying proceeds to the debt.

7. SUSPENSION AND TERMINATION

7.1 SuperiorColo may suspend Services immediately for non‑payment, material breach, AUP violations, legal mandate, or emergency.

7.2 SuperiorColo may terminate (i) for cause if a breach is uncured after 10 days' notice, or (ii) without cause on 90 days' notice following the Initial Term.

8. INTELLECTUAL PROPERTY

All SuperiorColo marks, documentation, and software remain SuperiorColo's exclusive property. No licence is granted except as required to receive the Services.

9. CONFIDENTIALITY

Each party shall protect the other's Confidential Information with at least the same care it uses for its own, but no less than a reasonable standard of care. Obligations survive three (3) years after termination.

10. DATA PROTECTION

Handling of personal data is governed by the Privacy Policy and applicable Canadian privacy statutes, including PIPEDA and PHIPA where relevant.

11. WARRANTIES AND DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT, ARE DISCLAIMED.

12. LIMITATION OF LIABILITY

12.1 Cap – SuperiorColo's aggregate liability shall not exceed the total fees paid by Customer in the twelve (12) months preceding the event.

12.2 Exclusion – Neither party is liable for indirect, special, punitive, or consequential damages, including lost profits or data.

12.3 Nothing limits liability for gross negligence, wilful misconduct, or unpaid fees.

13. INDEMNIFICATION

13.1 Customer shall defend and indemnify SuperiorColo and its affiliates from third‑party claims arising out of (i) Customer breach, (ii) Customer content, or (iii) Customer negligence or misconduct.

13.2 SuperiorColo will indemnify Customer against Canadian intellectual‑property infringement claims attributable solely to SuperiorColo materials, subject to the liability cap in Section 12.

14. FORCE MAJEURE

Neither party shall be liable for failure to perform due to events beyond reasonable control, including natural disaster, war, epidemic, labour action, supply‑chain failure, utility outage, or Internet disruption.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 These Terms are governed by the laws of Ontario and Canada.

15.2 Jurisdiction – The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario sitting in Sault Ste. Marie.

15.3 Optional Arbitration – Either party may elect confidential arbitration under the Arbitration Act, 1991 (Ontario) before a single arbitrator in Toronto. Small‑claims matters may proceed in court.

16. AMENDMENTS

SuperiorColo may modify these Terms on thirty (30) days' notice via e‑mail or posting. Continued use after the effective date constitutes acceptance. Material adverse changes will not apply mid‑term.

17. NOTICES

Legal notices must be delivered by courier or registered mail to:

SuperiorColo
c/o Donald L Davidson Fuels Ltd.
160 Mills Drive
Wawa, Ontario P0S 1K0 Canada

and to the Customer's address on file.

18. MISCELLANEOUS

Entire Agreement – These Terms, the Privacy Policy, AUP, and any Service Orders constitute the entire agreement.

Assignment – Customer may not assign without written consent; SuperiorColo may assign to an affiliate or as part of a corporate transaction.

Severability – Invalid provisions are severed; remainder remains in effect.

No Waiver – Failure to enforce rights is not a waiver.

Survival – Sections 6, 8–15 and any others intended to survive remain in force after termination.