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Celestical Cloud Terms and Conditions ​

These Terms and Conditions exist to clearly define how our services work and how we work together. Our goal is to provide reliable, secure infrastructure while treating users fairly and transparently. We believe in open communication, reasonable use, and practical solutions, and if something isn't working, we'll always aim to resolve it with you first. These terms are here to protect both sides and prevent friction.

Use of the Services is also subject to our Privacy Policy and Acceptable Use Policy, incorporated herein by reference.

Last updated: 2026-02-09 (February 2026)

Introduction ​

These Terms and Conditions govern access to and use of all products, platforms, APIs, infrastructure, software, and services provided by Celestical Cloud SAS, including but not limited to serverless compute, container hosting, managed services, networking, storage, and any related tools, dashboards, or documentation (collectively, the "Services").

These Terms and Conditions (the "Agreement") are entered into by Celestical Cloud SAS, EUID FR7501.994323095, a French company registered under French law ("Celestical", "we", "us") and the entity or individual agreeing to these terms ("Customer", "you"), and govern your access to and use of the Services.

This Agreement becomes effective when you click to accept it or otherwise use the Services (the "Effective Date"). If you accept on behalf of an organization, you represent that you have authority to bind that organization.

1. Definitions ​

  • Account: Customer's Celestical Cloud account.
  • Celestical Dashboard: Celestical's web interface or Dashboard or Admin Console used to manage the Services.
  • AUP: Celestical's Acceptable Use Policy available at https://celestical.eu/legal/aup.
  • Brand Features: Trade names, trademarks, logos, and similar identifiers of either party.
  • Celestical API: Any application programming interface provided as part of the Services.
  • CNIL: Commission Nationale de l'Informatique et des Libertés, this is the french National Commission on Informatics and Liberty.
  • Confidential Information: Any non-public information disclosed by one party to the other that is marked or reasonably understood as confidential. Customer Data is Customer's Confidential Information.
  • Cryptomining: resource-intensive consensus or hashing workloads designed to generate cryptocurrency through continuous computation (including but not limited to: proof of work mining, similar hash-based workloads, sustained or excessive resource levels). Cryptomining does not include Proof-of-Stake validation, node operation, indexing, or blockchain analytics.
  • Customer Application: Any software, workload, service, or container deployed by Customer using the Services.
  • Customer Data: Data submitted to or generated within the Services by Customer or its End Users.
  • Documentation: Technical documentation made available by Celestical at https://celestical.eu/docs/.
  • DPA: Data Processing Agreement, https://celestical.eu/legal/dpa
  • DPIA: Data Processing Impact Assessments
  • End Users: Individuals authorized by Customer to access or use the Services.
  • Fees: Charges applicable to use of the Services as stated in applicable pricing pages, agreements, or invoices.
  • GDPR: Regulation (EU) 2016/679 (General Data Protection Regulation).
  • High-Risk Activities: Activities where failure of the Services could reasonably result in death, personal injury, or major environmental damage (including but not limited to: nuclear facilities, air traffic control, life-support systems, weapons systems, emergency respons systems).
  • Incoporated Terms: Collectively, the AUP, Service-Specific Terms, SLA, and Privacy Policy incorporated by reference.
  • Intellectual Property Rights: All copyrights, trademarks, patents, trade secrets, database rights, and similar rights worldwide.
  • Legal Process: Any court order, subpoena, governmental request, or legal obligation.
  • Project: A logical grouping of Services resources configured by Customer.
  • Service-Specific Terms: Additional terms applicable to particular Services, if any.
  • Services: All services provided by Celestical, excluding Third-Party Offerings.
  • Session Cookies / Technical Cookies: Cookies or equivalent local storage used solely for authentication, session management, security, or core functionality of Celestical's web applications and dashboards, as further described in the Privacy Policy.
  • SLA: Service Level Agreements applicable to the Services.
  • Software: Any client tools, SDKs, or software provided by Celestical as part of the Services.
  • Suspend / Suspension: Temporary disabling or limiting of access to the Services.
  • Third-Party Offerings: Products or services not provided by Celestical but integrated or linked within the Services.

2. Provision of the Services ​

2.1 Services Use ​

During the Term, Celestical will provide the Services in accordance with this Agreement. Customer may use the Services to develop, deploy, host, and operate Customer Applications, including self-managed workloads, containers, serverless workloads, and managed services.

2.2 Celestical Dashboard ​

Customer, with a valid account, may manage its Services through the Celestical Dashboard.

2.3 Accounts ​

Customer is responsible for maintaining accurate Account information, securing credentials, and all activity occurring under its Account.

2.4 Modifications ​

(a) To the Services ​

Celestical may improve, update, or modify the Services over time. If a change materially reduces functionality, Celestical will provide reasonable advance notice where feasible.

(b) To the Agreement ​

Celestical may update this Agreement or the Incoporated Terms from time to time. Material changes will take effect 30 days after notice unless required sooner by law. Continued use of the Services constitutes acceptance of the updated terms.

(c) Data Processing ​

Personal data processing is governed by GDPR and Celestical's Privacy Policy at https://www.celestical.eu/legal/privacy-policy.

(d) Discontinuation ​

Celestical may discontinue a Service with at least 30 days' notice unless replaced with a materially equivalent service or required for legal, security, or technical reasons.

(e) Data Access Continuity ​

If a Service is discontinued, Celestical will provide Customer reasonable access to retrieve Customer Data, for a period consistent with applicable statutory retention obligations, unless prohibited by law or regulatory requirement.

2.5 Software ​

Use of any Software is subject to applicable Service-Specific Terms and third-party licenses, if any.

3. Payment Terms ​

3.1 Invoicing ​

Customer will pay Fees as specified in applicable pricing or agreements. Invoices are payable in the currency stated and exclusive of applicable taxes unless otherwise specified.

Fees are calculated based on Celestical's pricing model in effect at the time of usage, as published on Celestical's pricing pages or agreed in an applicable order form, quote, or invoice, which are incorporated by reference and may be updated prospectively with reasonable notice.

3.2 Payment Methods ​

Payments are collected electronically using payment methods supported by Celestical or its payment providers, including card payments, SEPA direct debit, or equivalent automated payment mechanisms.

Manual invoicing is not provided by default and may be made available only by separate written agreement.

Fees are billed on a recurring basis according to actual consumption measured over the applicable billing period, typically monthly, unless otherwise agreed.

Where a payment method is registered, Customer authorizes Celestical to automatically charge or collect payment for applicable Fees in accordance with the billing cycle and payment terms.

Where no valid payment method is registered, Celestical may restrict access, limit resource usage, suspend Services, or require prepayment as a condition of continued use.

Usage is measured on a continuous basis and billed at the end of each billing period. Detailed usage information may be made available through the Dashboard or billing statements.

3.3 Trial Accounts and Usage Limits ​

If Customer has not provided valid payment details, Celestical may, at its discretion, grant access to the Services on a trial or evaluation basis. Trial periods may vary in duration and scope, and resource usage, performance, or features may be limited or restricted during such periods.

Celestical may suspend or terminate trial access at any time upon expiration of the trial period or if usage exceeds applicable limits.

3.4 Taxes ​

Customer is responsible for all applicable taxes, duties, and governmental charges except taxes based on Celestical's income. VAT will be charged where required under EU law.

3.5 Late Payments ​

Late payments may accrue statutory interest under applicable French law. Celestical may Suspend Services for non-payment after reasonable notice.

3.6 No Setoff ​

Customer may not withhold or offset payments without Celestical's prior written consent unless required by law.

4. Customer Obligations ​

4.1 Compliance ​

Customer will:

  • (a) ensure that Customer and its End Users' use of the Services complies with the Agreement, the Acceptable User Policy ('AUP'), applicable law, and industry standards; and
  • (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services; and
  • (c) promptly notify Celestical of any unauthorized use of, or access to, the Services, Account, or Customer's password of which Customer becomes aware; and
  • (d) not use the Services in violation of applicable export control or sanctions laws.

Celestical reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Applications, their configurations and code, Customer Data, or Projects, solely to the extent reasonably necessary to determine compliance with the AUP, and in accordance with applicable data protection laws.

4.2 Privacy ​

Customer is solely responsible for obtaining any consents, notices, or permissions necessary to permit:

  • (a) Customer's use of and receipt of the Services; and
  • (b) Celestical's access, storage, and processing of any data provided by Customer, including Customer Data, in accordance with this Agreement, the Data Processing Agreement, and applicable data protection laws.

Customer must obtain any required consents from its End Users for Celestical to process data as part of providing the Services.

4.3 Restrictions ​

Customer must not:

  • Reverse engineer, decompile, or extract source code except where permitted by law.
  • Resell, sublicense, or provide the Services to third parties without authorization.
  • Resell, sublicense, or offer the Services to third parties as a standalone or an infrastructure or a platform, except where the Services are used solely to provide Customer Applications or where expressly authorized by Celestical.
  • Use the Services for High-Risk Activities.
  • Use the Services for unlawful, illegal, abusive, or harmful activities.
  • Circumvent usage limits or billing mechanisms.
  • Conduct Cryptomining without Celestical's prior written approval.

4.4 Documentation ​

Customer may use the Documentation solely for purposes of accessing and using the Services in accordance with this Agreement and may make copies of the Documentation solely for internal business purposes.

Customer is encouraged to refer others to the official Documentation via links or citations rather than copying or reproducing it, including when sharing on social media or other public platforms.

Customer shall not copy, modify, distribute, or create derivative works of the Documentation for any other purpose.

Celestical may update, modify, or revise the Documentation at any time, with or without notice.

4.5 Content and Legal Compliance ​

Customer is solely responsible for all Customer Data and Customer Applications, including any Customer Applications made available to End Users, and for ensuring compliance with all applicable laws, rules, and regulations, including but not limited to intellectual property, data protection, consumer protection, and criminal laws, as well as the Acceptable Use Policy ("AUP"). Celestical may request the removal of content that it reasonably believes to be unlawful or in violation of this Agreement or the AUP and may suspend the Services to the extent required by applicable law or regulation.

Where legally permissible, Celestical will provide Customer with notice of any such removal or suspension and a reasonable opportunity to address or object to the removal or suspension prior to enforcement.

4.6 Third-Party Content Enforcement ​

If Customer hosts third-party content or platforms, Customer must implement reasonable content moderation and reporting mechanisms to address unlawful, harmful, or policy-violating content.

Customer remains solely responsible for such third-party content and any violations of applicable laws or the AUP arising from it.

4.7 Data Protection Compliance ​

Customer must ensure that its use of the Services, including the handling of Customer Data, complies with the GDPR and other applicable data protection laws in the Customer's jurisdiction. This includes obtaining necessary consents, maintaining records, implementing appropriate security measures, and enabling data export or deletion requests where required by law.

5. Suspension ​

5.1 Policy Violations ​

Celestical may Suspend Services if Customer violates this Agreement or the AUP and fails to remedy the issue within a reasonable timeframe.

5.2 Immediate Suspension ​

Celestical may immediately Suspend Services if necessary to:

  • Protect infrastructure or other customers,
  • Address security incidents,
  • Comply with law or court orders,
  • Prevent material harm.

Suspension will be lifted once the issue is resolved where possible.

5.3 Data Export Prior to Suspension ​

Where feasible and legally permissible, Customer will be given an opportunity to export Customer Data before Suspension of Services.

6. Intellectual Property; Data Protection; Feedback ​

6.1 Intellectual Property ​

Customer retains all rights in Customer Data and Customer Applications. Celestical retains all rights in the Services, Software, and Documentation. No ownership transfers occur under this Agreement.

6.2 Protection of Customer Data ​

Celestical processes Customer Data in accordance with GDPR, the DPA, and its Privacy Policy. Celestical implements appropriate technical and organizational security measures, including ISO 27001 and SOC2-aligned practices, such as:

  • Encryption at rest and in transit
  • Access control and authentication
  • Logging and audit trails
  • Incident response procedures

Celestical will only engage subprocessors bound by equivalent data protection obligations. Customer Data will be retained only as long as necessary to provide the Services or as required by law, and will be deleted or returned upon termination, unless otherwise agreed.

6.3 Feedback ​

Customer may provide suggestions or feedback. Celestical may use such feedback without obligation or restriction.

7. Support Services ​

7.1 Customer Responsibilities ​

Customer is responsible for support of its own applications and workloads.

7.2 Celestical Support ​

Where applicable, Celestical will provide support services in accordance with the SLA and applicable support plans.

8. Confidential Information ​

8.1 Obligations ​

Each party will use Confidential Information only for purposes of this Agreement and protect it using reasonable security measures.

8.2 Legal Disclosure ​

Disclosure may occur where required by law, subject to reasonable notice where permitted.

9. Term and Termination ​

9.1 Term ​

This Agreement remains in effect until terminated.

9.2 Termination for Breach ​

Either party may terminate if the other materially breaches and fails to cure within 30 days of notice.

9.3 Termination for Inactivity ​

Celestical may terminate inactive Projects after reasonable notice.

9.4 Termination for Convenience ​

Either party may terminate this Agreement with 30 days' written notice.

9.5 Termination for Legal Reasons ​

Celestical may terminate immediately if continued provision would violate applicable law.

9.6 Effect of Termination ​

Upon termination, access to Services ceases and outstanding Fees become immediately due.

Celestical will make Customer Data available for export for a reasonable period prior to deletion, and will securely delete or return data in accordance with GDPR, the Privacy Policy, and DPA obligations. Access to backups and archives will be securely restricted in line with ISO 27001/SOC2 practices.

9.7 Data Retrieval Post-Termination ​

Upon termination of this Agreement, Celestical will provide reasonable access to Customer Data for export, consistent with statutory retention periods and applicable data protection obligations, unless otherwise prohibited by law.

10. Publicity ​

Customer may publicly identify as a Celestical customer. Celestical may use Customer's name and logo for marketing purposes unless Customer objects in writing.

11. Representations and Warranties ​

Each party represents that it has authority to enter into this Agreement and will comply with applicable law.

12. Disclaimer ​

To the fullest extent permitted by applicable law, the Services are provided "as is" and "as available." Celestical disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

Any Service Level Agreements ("SLAs") offered by Celestical are separate commitments and are incorporated by reference. To the extent an SLA specifies remedies or guarantees, those remedies will apply notwithstanding the general disclaimers in this Section 12.

13. Limitation of Liability ​

13.1 To the fullest extent permitted by applicable law, neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.

13.2 To the fullest extent permitted by applicable law, Celestical's total aggregate liability arising out of or relating to this Agreement shall not exceed the Fees paid by Customer for the affected Services during the twelve (12) months preceding the event giving rise to the claim.

13.3 Nothing in this Agreement excludes or limits liability for:

  • (a) death or personal injury caused by negligence;
  • (b) fraud or fraudulent misrepresentation;
  • (c) willful misconduct or gross negligence, to the extent such limitation is prohibited by applicable law; or
  • (d) any other liability that cannot be excluded or limited under applicable law.

13.4 Where applicable, Service Level Agreement credits are Customer's sole and exclusive remedy for any failure by Celestical to meet service availability or performance commitments.

14. Indemnification ​

14.1 Customer shall defend, indemnify, and hold harmless Celestical, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

  • (a) Customer Data or Customer Applications;
  • (b) Customer's or its End Users' violation of applicable law, this Agreement, or the AUP;
  • (c) infringement or alleged infringement of third-party intellectual property or other rights by Customer Data or Customer Applications; or
  • (d) security incidents, misuse, or unlawful activity caused by Customer or its End Users.

14.2 Celestical shall promptly notify Customer of any indemnified claim, provided that failure to give prompt notice will not relieve Customer of its obligations except to the extent materially prejudiced.

14.3 Customer shall have control of the defense and settlement of any indemnified claim, provided that Customer may not settle any claim in a manner that imposes any liability, obligation, or admission of fault on Celestical without Celestical's prior written consent (not unreasonably withheld).

14.4 Celestical shall reasonably cooperate in the defense of any claim at Customer's expense.

14.5 Customer shall have no indemnification obligation to the extent a claim arises directly from Celestical's willful misconduct, gross negligence, or violation of applicable law.

15. Miscellaneous ​

15.1 Notices ​

Legal notices must be sent to: legal@celestical.eu. Notices are effective upon receipt.

15.2 Electronic Communications ​

Electronic communications satisfy legal writing requirements.

15.3 Assignment ​

Neither party may assign this Agreement without prior written consent, except in connection with a merger or sale of substantially all assets.

15.4 Change of Control ​

Each party must notify the other of a material change of control.

15.5 Force Majeure ​

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms (excluding payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, riots, labor disputes, epidemics or pandemics, government actions, changes in law, failures or delays of utilities or telecommunications networks, power outages, internet disruptions, data center failures, supply chain disruptions, or failures of third-party service providers ("Force Majeure Event"). The affected party shall use reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may, by written notice and without liability or compensation, terminate as of right the Services affected by such Force Majeure Event.

15.6 Subcontracting ​

Celestical may subcontract performance, including the use of subprocessors for data processing activities, but remains responsible for compliance with this Agreement and applicable data protection law. Where required under GDPR, subprocessors will be bound by data protection obligations no less protective than those set out in the applicable Data Processing Agreement.

15.6bis Data Protection Precedence ​

To the extent the Services involve the processing of personal data, the parties agree that applicable data protection law and the Data Processing Agreement (DPA) govern such processing. In the event of any conflict between this Agreement and the DPA, the DPA shall prevail with respect to personal data processing obligations.

15.7 No Partnership ​

This Agreement does not create any partnership, agency, or joint venture.

15.8 No Waiver ​

Failure to enforce any provision is not a waiver.

15.9 Severability ​

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. The parties shall negotiate in good faith a valid provision that most closely reflects the economic purpose of the invalid provision.

15.10 No Third-Party Beneficiaries ​

This Agreement creates no third-party beneficiary rights.

15.11 Equitable Relief ​

Either party may seek injunctive or equitable relief where appropriate.

15.11bis Regulatory Cooperation ​

Each party agrees to reasonably cooperate with competent supervisory authorities, including data protection authorities, in connection with any inquiry, investigation, or legally binding request relating to the Services or the processing of personal data, as required by applicable law.

15.12 Governing Law and Jurisdiction ​

This Agreement is governed by the laws of France, excluding conflict-of-law principles and the UN Convention on Contracts for the International Sale of Goods (CISG).

Any dispute arising out of or in connection with this Agreement shall fall within the exclusive jurisdiction of the courts of Paris, France, unless mandatory law provides otherwise.

15.13 Consumer Dispute Resolution ​

Where applicable, EU consumers may access the EU Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

Where applicable, the parties shall comply with any mandatory alternative dispute resolution procedures required by law. Except as required by mandatory law, no party is obligated to participate in any mediation, arbitration, or other dispute resolution procedure prior to seeking relief before a court of competent jurisdiction.

15.14 Amendments ​

Amendments must be in writing unless made pursuant to Section 2.4.

15.15 Survival ​

Sections relating to payment, confidentiality, IP rights, liability, indemnification, and dispute resolution survive termination.

Sections relating to data protection, privacy, and regulatory compliance shall also survive termination to the extent required by applicable law.

15.16 Entire Agreement ​

This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements. Any subsequent updates, amendments, or replacements to this Agreement or the Incoporated Terms (including the Privacy Policy, AUP, SLA, or Service-Specific Terms) will supersede prior versions and apply from their effective date, unless otherwise specified.

15.17 Headings ​

Headings are for convenience only and do not affect interpretation.

15.18 Language ​

The English version of this Agreement shall prevail and be the authoritative version in the event of any discrepancy or inconsistency with any translation.

If applicable law requires that the Agreement be provided or interpreted in another language, such translation shall be for convenience only and shall not affect the authoritative status of the English version.