Terms and Conditions | Daylight Compute

Terms and Conditions of Daylight Compute Ltd for the Supply of Cloud Compute and Related Services

1. Validity and Acceptance of These Terms and Conditions

1.1. Daylight Compute Ltd is a private limited company incorporated and registered in England and Wales with company registration number 14054276, whose registered office is at Saxon Farm, North Houghton, Stockbridge, Hampshire, SO20 6LG (“Daylight Compute”).

1.2. These terms and conditions (the “Terms and Conditions”), together with your Order (as defined below) constitute a binding agreement (“the Agreement”) between Daylight Compute and you or the legal entity that you represent (“the Customer”) for the provision of Cloud Rental Services and/or other Services (as defined below).

1.3. Customers should note from the outset that:

1.3.1. Due to dynamic hardware and energy markets, the price, availability, specification, and description of the Services may change without notice, even after an Order is accepted. Customers acknowledge and accept that quotations and Orders are subject to such variation, and Daylight Compute is not liable for temporary unavailability or price changes.

1.3.2. Prices do not include optional services such as setup, onboarding, or support unless otherwise agreed in writing.

1.3.3. Customers are responsible for maintaining appropriate insurance coverage for data, uptime, or critical workloads.

2. Definitions and Interpretation

2.1. Definitions
In these Terms and Conditions, unless the context otherwise requires, the following definitions apply:

"Agreement": these Terms and Conditions together with any accepted Order and any supporting documentation referred to therein.

"Applicable Laws": all applicable laws, regulations, regulatory requirements, by-laws, statutory guidance, court orders, and directives that apply in England and Wales, including any applicable data protection laws such as the UK GDPR and Data Protection Act 2018.

"Business Day": any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Business Hours": the hours from 9:00 AM to 5:00 PM on any Business Day.

"Charges": the total amount payable by the Customer for the Services, as set out in the Order or otherwise agreed in writing between the parties.

"Commencement Date": the date on which the Services begin, as agreed between the parties or specified in the Order.

"Confidential Information": all non-public information disclosed by either party to the other, whether orally or in writing, that is identified as confidential or that ought reasonably to be understood to be confidential by its nature or context.

"Customer": the individual, company, or other legal entity purchasing or using the Services provided by Daylight Compute Ltd under this Agreement.

**"Data" or "Customer Data": all data, files, content, and information provided by the Customer and processed or stored using the Services.

"Documentation": any technical, support, or operational manuals, instructions, specifications, policies, or guides provided by Daylight Compute to assist with the use of the Services.

"Force Majeure Event": any act, event, non-occurrence, omission or accident beyond a party's reasonable control, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, epidemic, pandemic, malicious cyberattacks, or the default of suppliers or subcontractors.

"Goods": any physical equipment or hardware provided (if any), including associated devices or tools provided under a rental or loan agreement, although Services are typically cloud-based.

"Intellectual Property Rights": all copyright, trademarks, service marks, trade names, design rights, patents, database rights, confidential information, domain names, know-how, trade secrets and all other intellectual property rights whether registered or unregistered, and including all applications for and renewals or extensions of such rights.

"Order": the Customer’s request for Services (and any Goods, where applicable), referencing a quotation, email, purchase form, or system-generated confirmation, and accepted by Daylight Compute in writing.

"Services": the provision of virtualised computing infrastructure, including CPU and GPU rental, storage, cloud platforms, networking, consulting, and support services offered by Daylight Compute as set out in an Order.

"Service Levels" or "SLA": any specific commitments regarding uptime, availability, response time, or performance of the Services, if and as agreed in writing in a specific Order or service description.

"Site": www.daylightcompute.co.uk and any related subdomains, portals, or customer dashboards provided by Daylight Compute for service access or management.

"Term": the duration of the Agreement as stated in the Order or as otherwise agreed.

"VAT": value added tax chargeable in the United Kingdom under the Value Added Tax Act 1994 or any other equivalent tax or charge in a relevant jurisdiction.

2.2. Interpretation
Unless otherwise stated or required by context:

2.2.1. Words in the singular include the plural and vice versa.

2.2.2. References to a gender include all genders.

2.2.3. Clause and paragraph headings are for convenience only and do not affect interpretation.

2.2.4. A reference to a party includes that party’s successors, permitted assigns and personal representatives.

2.2.5. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.2.6. References to legislation include any modifications or re-enactments, and all related statutory instruments and regulations.

2.2.7. A reference to “writing” or “written” includes email but excludes fax unless expressly stated.

2.2.8. Any obligation not to do something includes an obligation not to allow or permit that thing to be done by any party under its control.

3. Responsibilities of Daylight Compute

3.1. Supply of Services
3.1.1. Daylight Compute shall provide the Services to the Customer in accordance with the terms of this Agreement and any applicable Order accepted in writing by Daylight Compute.

3.1.2. Services may include, but are not limited to: cloud-based CPU and GPU rental, dedicated compute infrastructure, consulting services, remote deployment assistance, monitoring, and associated technical support, as specified in the Order.

3.1.3. The Services shall be provided using reasonable skill and care and in accordance with generally accepted industry standards and all Applicable Laws.

3.2. Orders and Acceptance
3.2.1. Each Order submitted by the Customer shall be deemed an offer to purchase Services under these Terms and Conditions. Orders are only binding once accepted by Daylight Compute in writing (including by email or digital signature).

3.2.2. Daylight Compute may reject or amend any Order at its sole discretion, particularly where pricing, availability, technical constraints, or regulatory requirements make fulfilment unviable.

3.2.3. No additional terms (e.g. those attached to a Customer’s purchase order) shall apply unless expressly accepted in writing by Daylight Compute.

3.3. Changes to Orders
3.3.1. Once accepted, any request by the Customer to amend an Order (including service levels, duration, or specification) must be made in writing and may result in adjusted Charges or provisioning timelines.

3.3.2. Daylight Compute reserves the right to propose alternative hardware, software, or configurations if the originally quoted Services are no longer available at the time of fulfilment.

3.3.3. In such cases, the Customer may:

(a) accept the modified Services, including any adjusted pricing or specifications; or

(b) cancel the affected part of the Order and receive a refund for any prepaid amounts related to the unavailable component.

3.4. Service Provisioning
3.4.1. Daylight Compute shall make reasonable efforts to provision the Services on or before any target start date specified in the Order.

3.4.2. Provisioning includes delivery of access credentials, deployment of virtual machines or containers, and confirmation of any bespoke resource allocation (e.g. dedicated GPUs, specific storage volumes).

3.4.3. Access to Services shall be provided via secure portals, VPNs, API endpoints, or other mutually agreed methods.

3.4.4. Where agreed in advance, Daylight Compute may provide onboarding assistance, basic configuration, or integration guidance.

3.5. Documentation and Support
3.5.1. Daylight Compute shall provide or make available relevant Documentation to allow the Customer to use the Services effectively.

3.5.2. Documentation may include user manuals, setup guides, API references, best practices, and operational policies.

3.5.3. Daylight Compute shall also provide basic support services as defined in the Order, which may include:

ticketing support during Business Hours,

access to a knowledge base or community resources,

and escalation processes for critical issues.

3.6. Performance Standards
3.6.1. Daylight Compute shall use reasonable endeavours to maintain service availability and performance levels consistent with any Service Level Agreement (SLA) provided or agreed in writing.

3.6.2. Where no SLA is agreed, Services are provided on a best-effort basis.

3.6.3. In the event of unplanned outages, system errors, or degraded performance, Daylight Compute shall act diligently to resolve issues and, where possible, provide timely updates to the Customer.

3.7. Subcontracting and Third Parties
3.7.1. Daylight Compute may use subcontractors, data centres, cloud providers, or third-party infrastructure to deliver the Services, provided that it remains fully responsible for their performance under this Agreement.

3.7.2. Any such subcontracting shall not relieve Daylight Compute of its obligations to the Customer.

3.8. Security and Compliance
3.8.1. Daylight Compute shall maintain appropriate administrative, physical, and technical safeguards to protect the integrity, confidentiality, and availability of Customer Data.

3.8.2. Security measures may include access controls, encryption at rest and in transit, firewalling, and monitoring systems, in accordance with industry standards and any relevant data protection laws.

3.8.3. Where the Services involve Customer Data that includes personal information, Daylight Compute shall act as a data processor and comply with the UK GDPR and any applicable privacy regulations, as further detailed in the applicable Data Processing Agreement.

4. Customer Responsibilities

4.1. The Customer shall provide Daylight Compute with all information, cooperation, and access reasonably required to enable the proper provision of the Services, including but not limited to administrative access, technical contacts, relevant specifications, and communication during deployment.

4.2. The Customer shall ensure that all information it provides to Daylight Compute is complete, accurate, and up to date, and shall promptly inform Daylight Compute of any changes that may affect service delivery.

4.3. The Customer shall:

4.3.1. Use the Services only for lawful purposes and in accordance with this Agreement and any acceptable use policy issued by Daylight Compute;

4.3.2. Not attempt to gain unauthorised access to any system or data hosted by or on behalf of Daylight Compute;

4.3.3. Maintain the confidentiality of all login credentials and API keys provided, and immediately notify Daylight Compute of any known or suspected security breach;

4.3.4. Ensure that its own systems, networks, and environments are properly configured, patched, and protected against threats when interfacing with Daylight Compute infrastructure;

4.3.5. Back up its own data and ensure adequate redundancy unless otherwise included in the specific Services ordered.

4.4. The Customer is responsible for:

4.4.1. Selecting Services that meet its operational, technical, and compliance requirements;

4.4.2. Configuring its own applications, services, and integrations that make use of Daylight Compute’s infrastructure;

4.4.3. Ensuring compatibility of any third-party software with Daylight Compute’s environments;

4.4.4. Complying with all relevant laws, including export control, licensing, and data privacy regulations.

5. Fees and Payment

5.1. The Customer shall pay Daylight Compute the full Charges in advance for the Services for the period specified in the applicable Order (e.g., hourly, daily, weekly, or monthly compute rental).

5.2. Services will not be provisioned until full upfront payment is received, unless otherwise agreed in writing.

5.3. All Charges must be paid in GBP (£), via a payment method approved by Daylight Compute, and are non-refundable, except as expressly provided for under Clause 13 (Cancellation) or in the case of service failure as determined under Clause 10 (Warranties and Defects).

5.4. All Charges are exclusive of VAT unless otherwise stated. The Customer shall pay VAT at the prevailing rate, where applicable.

5.5. Invoices (if issued for record-keeping or recurring services) are payable immediately on receipt, unless otherwise stated.

5.6. If any balance remains unpaid or is reversed (e.g., in the case of a chargeback or failed card payment), Daylight Compute may suspend access to Services until full payment is made.

6. Title, Risk, and Acceptance

6.1. The Services provided under this Agreement are intangible and licensed, not sold. Title to any underlying hardware, software, or intellectual property remains with Daylight Compute or its licensors.

6.2. The Customer is granted access to the Services only upon full upfront payment in accordance with Clause 5. No right of use is granted without payment.

6.3. The Customer shall be deemed to have accepted the Services:

6.3.1. Upon successful delivery of access credentials or provisioning of infrastructure;

6.3.2. If no written notice of rejection is received within three (3) Business Days of activation.

7. Software

7.1. Unless expressly stated, Daylight Compute does not provide, support, or license third-party software that the Customer installs on the Services.

7.2. The Customer is solely responsible for obtaining valid licences for all software it uses in connection with the Services and ensuring compliance with any relevant licensing terms.

7.3. Where Daylight Compute provides base operating systems or images, it does so under the relevant open-source or vendor licence terms and makes no additional warranties regarding fitness or compatibility.

8. Deployment and Provisioning

8.1. Daylight Compute shall provision the Services and provide relevant access details to the Customer upon commencement of the Term, or as otherwise agreed in the Order.

8.2. If applicable, Daylight Compute may perform agreed onboarding steps such as network configuration, user setup, or automated deployment scripts.

8.3. After provisioning:

8.3.1. The Customer may perform acceptance testing;

8.3.2. Any issues should be reported within 3 Business Days for resolution or remediation;

8.3.3. Ongoing support will be provided as agreed in the SLA or Order.

9. Acknowledgements

9.1. The Customer acknowledges and agrees that:

9.1.1. All delivery times and go-live dates are estimates only and not binding unless specifically guaranteed in the Order;

9.1.2. Delays may occur due to infrastructure capacity, third-party providers, changes in Customer requirements, or force majeure events;

9.1.3. Daylight Compute shall not be liable for any delay arising from acts or omissions of the Customer.

10. Warranties and Defects

10.1. Daylight Compute warrants that:

10.1.1. The Services will be provided with reasonable care and skill;

10.1.2. It has the right to enter into this Agreement and provide the Services.

10.2. The Customer warrants that:

10.2.1. It has the authority to enter into this Agreement;

10.2.2. It shall comply with all applicable laws in using the Services.

10.3. The Customer may report a defect in the Services by submitting a ticket or support request. Daylight Compute will investigate and either:

Remedy the defect (e.g., re-provisioning, applying a patch);

Offer a partial or full refund if the defect materially affects the Service and cannot be resolved.

10.4. Daylight Compute shall have no liability for any defect where:

The issue arises due to misuse, unauthorised modification, or integration with unsupported third-party tools;

The issue results from information provided by the Customer;

The Services are used contrary to the Documentation.

11. Intellectual Property Rights

11.1. All Intellectual Property Rights in or relating to the Services, software, APIs, architecture, and documentation provided by Daylight Compute remain the exclusive property of Daylight Compute or its licensors.

11.2. The Customer is granted a limited, non-exclusive, non-transferable right to use the Services for its internal business operations, subject to compliance with this Agreement.

11.3. The Customer shall not:

Attempt to reverse engineer, decompile, or disassemble any part of the Services;

Remove or alter proprietary notices;

Use the Services to develop competing products or services.

11.4. Daylight Compute retains all rights not expressly granted to the Customer.

12. Limitation of Liability

12.1. Nothing in this Agreement limits or excludes liability for:

Death or personal injury caused by negligence;

Fraud or fraudulent misrepresentation;

Any liability which cannot be lawfully excluded.

12.2. Subject to Clause 12.1, Daylight Compute shall not be liable for:

Indirect, special, or consequential losses;

Loss of profits, revenue, or goodwill;

Loss or corruption of data;

Business interruption or downtime.

12.3. Subject to Clause 12.1, Daylight Compute’s total aggregate liability under this Agreement (whether in contract, tort, or otherwise) shall not exceed the total Charges paid by the Customer in the 12 months preceding the event giving rise to the claim.

12.4. The Customer shall be responsible for the acts and omissions of its employees, contractors, and users as if they were its own.

13. Cancellation

13.1. The Services are sold and provided on a prepaid, fixed-term basis. All Charges are non-refundable unless:

(a) Daylight Compute is unable to provision the agreed Services; or

(b) Daylight Compute otherwise agrees in writing at its sole discretion.

13.2. The Customer shall not be entitled to cancel the Services after payment has been made, except where required under applicable consumer law.

13.3. Due to the bespoke nature of Services (including reserved compute capacity), fees are generally non-refundable unless a material breach occurs or a defect prevents delivery and cannot be remedied.

13.4. Consumer rights under the Consumer Contracts Regulations 2013 (where applicable) remain unaffected.

14. Return of Goods

14.1. Daylight Compute does not generally supply physical Goods. Where any such equipment is loaned or sold, returns shall only be accepted with prior written approval.

14.2. Daylight Compute may charge a restocking or handling fee (typically 10%) for any returned Goods, unless the return is due to a defect or misconfiguration.

14.3. Any returned Goods must be in original condition, securely packaged, and shipped at the Customer’s cost unless otherwise agreed.

15. Expert Determination

15.1. An Expert is a person appointed in accordance with this clause to resolve specific technical or commercial disputes under this Agreement.

15.2. Where a dispute arises under this Agreement that the parties agree is suitable for expert determination, the parties shall use reasonable endeavours to agree on the identity and terms of appointment of an independent Expert with appropriate qualifications and experience relevant to the subject matter of the dispute.

15.3. The Expert shall act impartially and shall prepare a written decision including reasons and provide copies of the decision to both parties within a maximum of three months from the date of referral.

15.4. Both parties shall be entitled to make written submissions to the Expert and shall provide (or procure that others provide) any assistance, documentation, and access reasonably required by the Expert.

15.5. The Expert may determine such other procedures for the conduct of the determination as the Expert considers appropriate, provided they are fair and allow both parties a reasonable opportunity to present their case.

15.6. The Expert shall act as an expert and not as an arbitrator, and the Expert’s decision shall be final and binding on the parties in the absence of manifest error or fraud.

15.7. The Expert may direct either party to pay the other’s reasonable legal costs or expert costs in accordance with the principle that costs follow the event, unless in the Expert’s view such a direction would be inappropriate in part or in full. The Expert’s own fees and expenses shall be borne equally by the parties unless otherwise determined by the Expert.

15.8. All matters related to the referral, determination, and outcome of the expert decision shall be treated as confidential by both parties and the Expert.

15.9. Each party shall cooperate fully and reasonably with the Expert and do nothing to delay or hinder the determination process.

15.10. The Expert shall not be liable to either party for any act or omission in connection with the determination, except in the case of fraud or bad faith.

16. Termination

16.1. Either party may terminate this Agreement immediately upon written notice if the other party:

Commits a material breach and fails to remedy it within 30 days;
Is declared insolvent, enters administration, or ceases business operations.

16.2. Daylight Compute may terminate the Agreement immediately if:

The Customer fails to pay any undisputed amount within 14 days of written demand;
The Customer is in repeated breach of its obligations.

17. Consequences of Termination

17.1. Upon termination, the Customer shall not be entitled to any refund for unused Services unless explicitly agreed in writing or required by law.

17.2. Daylight Compute may, in its sole discretion, refund part of the prepaid Charges only if:

Services were not provisioned or delivered;

Services were terminated by Daylight Compute due to its own fault.

17.3. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

18. Force Majeure

18.1. Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. The party relying on the events, circumstances or causes beyond its reasonable control must promptly notify the other in writing of the reasons for the delay or stoppage (and the likely duration) and must take all reasonable steps to overcome the delay or stoppage.

19. General

19.1. No Partnership or Agency
Nothing in this Agreement shall be deemed to create any partnership, joint venture, or employment relationship between the parties. Neither party is authorised to act as agent for, or bind, the other in any way, unless expressly agreed in writing.

19.2. Variation
No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of both parties by authorised representatives.

19.3. Waiver
Failure or delay by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that or any other right or remedy. A waiver is only effective if expressly stated in writing and signed.

19.4. Severability
If any provision (or part-provision) of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, it shall be deemed deleted, and the remainder shall continue in full force and effect. If any provision would be valid with modification, it shall apply with the minimum modification necessary to make it legal and enforceable.

19.5. Entire Agreement
19.5.1. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all previous discussions, understandings, representations, negotiations, or agreements.

19.5.2. Each party acknowledges that in entering into this Agreement it has not relied on any statement, representation, assurance, or warranty that is not set out in this Agreement. Neither party shall have any claim for misrepresentation or negligent misstatement based on any representation not expressly included in this Agreement.

19.6. Assignment and Subcontracting
19.6.1. Daylight Compute may assign, transfer, subcontract, or deal in any other manner with any of its rights and obligations under this Agreement without prior notice.

19.6.2. The Customer may not assign, transfer, subcontract, or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of Daylight Compute, which shall not be unreasonably withheld.

19.7. Third-Party Rights
No one other than a party to this Agreement shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

19.8. Notices
19.8.1. Any notice or other communication required to be given under this Agreement shall be in writing and delivered:

by hand or recorded delivery to the recipient's registered address;

by pre-paid first-class post or another next working day delivery service;

or by email to the address most recently notified in writing.

19.8.2. Notices shall be deemed received:

if delivered by hand, at the time of delivery;

if sent by pre-paid post, at 9:00 a.m. on the second Business Day after posting;

if sent by email, at the time of transmission (unless an error notice is received).

19.8.3. This clause does not apply to the service of legal proceedings.

Daylight Compute Ltd contact for notices:
welcome@daylightcompute.co.uk

19.9. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

19.10. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.