Terms & Conditions

These Terms and Conditions ("Agreement") constitute a legally binding contract between Accruex (hereinafter "Accruex," "we," "us," or "our"), and any individual or legal entity ("Client," "you," or "your") that accesses or uses our GPU compute brokerage services.

By accessing our platform, executing an Order, or entering into any service agreement with Accruex, you confirm that you have read, understood, and agree to be bound by this Agreement.

The following definitions apply throughout this Agreement:

• "Services": all GPU compute brokerage, cluster access facilitation, workload matching, and ancillary offerings provided by Accruex.
• "Platform": the Accruex web interface, API, and associated tooling accessible at accruex.com.
• "Infrastructure Partner": any third-party data centre operator, colocation facility, or GPU cluster owner with whom Accruex maintains a supply-side agreement.
• "Compute Resources": GPU instances, bare-metal nodes, networking capacity, and associated infrastructure made available via the Platform or a written Order.
• "Workload": any software, model training job, inference task, rendering pipeline, or computational process submitted by the Client.
• "Order": a Client's confirmed request for Compute Resources, executed through the Platform or a mutually signed service agreement.
• "Reserved Capacity": Compute Resources committed by the Client for a defined term and billed regardless of actual utilisation.

Accruex operates as a specialist GPU compute intermediary and brokerage platform. We do not own or directly operate the physical GPU infrastructure made available through our Platform unless expressly stated otherwise in a written Order. Our role is to:

• Aggregate available Compute Resources from a curated network of Infrastructure Partners;
• Match Client workload requirements with appropriate infrastructure capacity;
• Facilitate provisioning, access, and consolidated billing on behalf of both parties;
• Provide monitoring, support, and reporting services in connection with provisioned capacity.

Where Accruex operates a directly managed GPU cluster ("Accruex Cluster"), technical specifications and applicable service-level commitments will be provided to the Client in writing at the time of onboarding. Such clusters are deployed in European data centre environments with dedicated high-bandwidth interconnect and NVMe-backed storage, and are operated in accordance with ISO 27001-aligned security controls.

The Services are available exclusively to legal entities and individuals who have the legal capacity to enter into binding contracts. By registering an account, you represent and warrant that:

• You are at least 18 years of age or the applicable age of majority in your jurisdiction;
• If acting on behalf of an organisation, you have full authority to bind that entity to this Agreement;
• All registration information provided is accurate, current, and complete;
• You will promptly update your account information to maintain its accuracy.

Accruex reserves the right to refuse account creation, suspend access, or terminate an account at its sole discretion, including where the Client cannot be satisfactorily identified, where activity is inconsistent with this Agreement, or where continued access would expose Accruex or its Infrastructure Partners to legal or reputational risk.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activity conducted under your account.

Upon submission of an Order, Accruex will use commercially reasonable efforts to source and provision the requested Compute Resources. The following terms apply to all brokerage arrangements:

• Resource Allocation. Provisioning is subject to real-time availability across the Accruex partner network. Accruex does not guarantee the availability of specific GPU models, quantities, or geographic locations unless explicitly confirmed in the Order.
• Cluster Specifications. Where a specific cluster configuration is documented in a signed Order or statement of work, Accruex warrants that provisioned hardware will materially conform to those specifications.
• Reserved vs. On-Demand. Reserved Capacity commits the Client to payment for the agreed duration regardless of utilisation. On-demand resources are billed based on actual consumption as measured by Accruex systems.
• Infrastructure Partner Obligations. The Client acknowledges that certain Compute Resources are subject to additional terms imposed by Infrastructure Partners. Accruex will communicate material constraints prior to provisioning.
• Handover & Credentials. Upon successful provisioning, Accruex will deliver access credentials and connection details to the Client's registered contact. The Client assumes full responsibility for securing and managing those credentials thereafter.

Pricing for Compute Resources is set out in the applicable Order or rate card communicated at the time of engagement. Unless otherwise agreed in writing:

• Invoices are issued monthly in arrears, or upfront for Reserved Capacity arrangements;
• Payment is due within 14 calendar days of the invoice date;
• All fees are quoted exclusive of applicable taxes, including Portuguese VAT (IVA) and any equivalent levy in the Client's jurisdiction, which shall be added at the prevailing rate;
• Late payments accrue interest at the rate of 8% per annum above the European Central Bank base rate, calculated from the due date;
• Accruex reserves the right to suspend Services where any invoice remains unpaid beyond 30 days of the due date;
• All fees are non-refundable except where Accruex has materially failed to provision the agreed resources and has not remedied such failure within a reasonable cure period.

Accruex reserves the right to revise its pricing with 30 days' written notice. Revised pricing applies to new Orders placed after the effective date of the change and to the renewal of Reserved Capacity arrangements.

The Client agrees to use the Services in compliance with all applicable laws and regulations, including Portuguese law, EU law, and the laws of the Client's jurisdiction. The following activities are expressly prohibited:

• Mining or processing cryptocurrencies or digital assets without Accruex's prior written consent;
• Launching, hosting, or facilitating distributed denial-of-service (DDoS) attacks, intrusion attempts, or other malicious network activity;
• Storing, processing, or transmitting content that is unlawful, defamatory, obscene, or that infringes the intellectual property rights of any third party;
• Processing personal data in a manner inconsistent with the General Data Protection Regulation (GDPR) and applicable national data protection law;
• Reselling or sub-licensing access to Compute Resources to third parties without Accruex's prior written authorisation;
• Attempting to circumvent, disable, or compromise the security controls of any infrastructure within the Accruex network;
• Using the Services to develop, train, or deploy systems intended to cause harm to individuals or groups.

Accruex reserves the right to immediately suspend access to the Services upon detection of prohibited activity, without prejudice to any other remedies available at law. The Client shall remain liable for all fees incurred up to the date of suspension.

Where a Service Level Agreement (SLA) is specified in the applicable Order, Accruex will use commercially reasonable endeavours to meet the stated availability targets. In the absence of a written SLA, Accruex provides no warranty of uptime, throughput, or latency.

Planned maintenance windows will be communicated to Clients with a minimum of 48 hours' notice wherever practicable. Emergency maintenance required to protect the security or integrity of the infrastructure may be performed without advance notice.

Accruex shall not be liable for any Service unavailability arising from:

• Force majeure events, including natural disasters, power outages, or acts of war;
• Failures attributable to Infrastructure Partners beyond Accruex's reasonable control;
• Client-side network or configuration issues;
• Scheduled or emergency maintenance.

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services ("Confidential Information"), and not to use such information for any purpose other than performing its obligations under this Agreement.

This obligation of confidentiality shall survive termination of this Agreement for a period of three (3) years, except in respect of trade secrets, which shall remain protected indefinitely.

The Client acknowledges that Compute Resources are shared-infrastructure environments unless dedicated hardware has been expressly agreed. The Client is solely responsible for encrypting data in transit and at rest on provisioned infrastructure.

Accruex processes Client personal data as a data processor where applicable, in accordance with its Privacy Policy and applicable GDPR obligations. Details of data processing activities are set out in the Privacy Policy and, where required, in a Data Processing Agreement (DPA) executed between the parties.

All intellectual property rights in the Accruex Platform, software, documentation, and proprietary tooling vest exclusively in Accruex or its licensors. Nothing in this Agreement transfers any intellectual property rights to the Client.

The Client retains full ownership of all Workloads, models, data, and output generated using the Compute Resources. Accruex makes no claim over Client data or any derivative works produced by the Client.

The Client grants Accruex a limited, non-exclusive licence to process Client data solely to the extent necessary to provision and operate the Services.

To the fullest extent permitted by applicable law:

• Accruex's total aggregate liability to the Client under or in connection with this Agreement shall not exceed the total fees paid by the Client in the three (3) calendar months immediately preceding the event giving rise to the claim;
• Accruex shall not be liable for any indirect, consequential, incidental, punitive, or special damages, including loss of profit, loss of data, loss of business, or reputational harm, even if Accruex has been advised of the possibility of such damages;
• These limitations apply whether the claim arises in contract, tort (including negligence), breach of statutory duty, or otherwise.

The Client shall indemnify, defend, and hold harmless Accruex, its officers, employees, and Infrastructure Partners against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• The Client's breach of any provision of this Agreement;
• Any Workload operated by the Client on provisioned infrastructure;
• The Client's violation of any applicable law or third-party rights;
• Any claim by a third party relating to data processed by the Client using the Services.

This Agreement commences on the date the Client first accesses the Services and continues until terminated in accordance with its terms.

Either party may terminate this Agreement on 30 days' written notice. Accruex may terminate immediately upon written notice where:

• The Client is in material breach of this Agreement and, where the breach is remediable, has failed to remedy it within 14 days of written notice;
• The Client becomes insolvent, enters administration, or is subject to analogous insolvency proceedings in any jurisdiction;
• Accruex is required to do so by applicable law or regulatory authority.

Upon termination, the Client's right to access Compute Resources ceases immediately. All outstanding invoices become due and payable. Accruex will retain Client data on provisioned infrastructure for a maximum of 7 days following termination, after which it may be deleted without further notice.

The parties shall first attempt to resolve any dispute arising under or in connection with this Agreement through good-faith negotiation between senior representatives within 30 days of written notice of the dispute.

If the dispute is not resolved through negotiation, either party may refer it to mediation administered by the Centro de Arbitragem Comercial da Câmara de Comércio e Indústria Portuguesa (CACCIP), Lisbon, before commencing legal proceedings.

This Agreement is governed by and construed in accordance with the laws of Portugal. Subject to the foregoing dispute resolution procedure, each party irrevocably submits to the exclusive jurisdiction of the courts of Lisbon, Portugal.

Where the Client is a consumer, the foregoing does not affect any mandatory consumer protection rights available under the laws of the Client's country of residence.

Accruex reserves the right to amend these Terms and Conditions at any time. Where a change is material, Accruex will provide at least 30 days' written notice to the Client's registered email address prior to the change taking effect.

The Client's continued use of the Services following the effective date of any amendment constitutes acceptance of the revised terms. If the Client does not accept an amendment, it must cease use of the Services and notify Accruex in writing before the effective date.

For all legal and contractual enquiries, please contact Accruex at:

• Legal Contact: legal@accruex.com
• General Enquiries: Contact form