Effective Date: January 1, 2022
These Terms of Service (“Terms”) govern the purchase of hardware, infrastructure services, and related offerings provided by 2666680 Ontario Inc., doing business as Arc Compute Ltd. (“Arc Compute”, “Arc”, “we”, “our”, or “us”).
By placing an order, issuing a purchase order, executing a quote, or otherwise engaging Arc Compute for services, the customer (“Customer”, “you”, or “your”) agrees to these Terms.
Arc Compute operates from:
2666680 Ontario Inc.
dba Arc Compute Ltd.
31 Scarsdale Rd. Unit 4
North York, ON M3B 2R2
Canada
Arc Compute provides infrastructure solutions including, but not limited to:
Services may be delivered directly by Arc Compute or through third-party partners, OEMs, logistics providers, or cloud operators.
Arc Compute may provide written quotations (“Quotes”) for hardware, services, or cloud resources.
Quotes:
Arc Compute reserves the right to withdraw or revise any Quote prior to acceptance due to:
Customer purchases are typically confirmed through the issuance of a Customer Purchase Order (“PO”) referencing an Arc Compute Quote.
Upon receipt of a PO, Arc Compute may issue an invoice for:
Unless otherwise agreed in writing:
All purchase orders are Non-Cancelable and Non-Refundable (NCNR).
This reflects the non-cancelable terms imposed by Arc Compute’s OEM suppliers and component vendors.
Pricing is based on supplier pricing at the time a Quote is issued.
Due to volatility in GPU hardware markets and supplier allocations:
If supplier pricing materially changes after an order is placed but before procurement is completed, Arc Compute and Customer agree to renegotiate in good faith.
Arc Compute reserves the right to refuse fulfillment if supplier pricing changes make fulfillment commercially unreasonable.
Payment terms are defined on the Quote or invoice.
Typical structures include:
Payments are typically made via wire transfer, though alternative payment methods may be accepted at Arc Compute’s discretion.
Arc Compute may also facilitate financing options through third-party partners where available.
Hardware orders will not proceed to manufacturing or shipment until required payments are received.
Customer is responsible for all applicable:
These costs may vary depending on the agreed delivery terms and destination country.
Arc Compute coordinates logistics through third-party freight and shipping providers.
Delivery terms are negotiated on a case-by-case basis and may follow applicable Incoterms including but not limited to:
Risk of loss and transfer of title will follow the agreed Incoterms specified in the order documentation.
Customers are responsible for ensuring appropriate site readiness including:
Customer must inspect shipments upon delivery.
Any claims for shipping damage must be reported to Arc Compute within three (3) days of delivery.
Failure to report shipping damage within this timeframe may result in denial of claims by the freight carrier or insurer.
Arc Compute may coordinate installation services through qualified third-party partners.
Arc Compute does not directly perform installation services and is not responsible for installation performance provided by third parties.
Customer must ensure that installation environments meet all OEM requirements.
All systems are tested and validated by the original equipment manufacturer (“OEM”) prior to shipment.
Arc Compute does not independently certify or guarantee system performance beyond OEM specifications.
Any hardware defects, failures, or warranty claims are governed by the OEM’s warranty terms.
Hardware warranties are provided solely by the OEM manufacturer.
Arc Compute may assist customers with:
However, Arc Compute does not independently warrant hardware products.
Warranty coverage, duration, and terms are determined exclusively by the OEM.
All hardware sales are final.
Returns are not accepted except where required by applicable law or where authorized by the OEM under warranty replacement procedures.
Arc Compute may assist customers in reselling hardware on the secondary market, but provides no guarantee of resale value or buyer availability.
Arc Compute relies on third-party suppliers including GPU manufacturers, OEM system vendors, and logistics providers.
Arc Compute is not responsible for delays or changes caused by:
Arc Compute complies with all applicable export control laws and regulations including those imposed by the United States government and its technology suppliers.
Customers must comply with all applicable export laws.
Arc Compute will not sell or ship products to:
Arc Compute reserves the right to request compliance documentation from customers prior to fulfilling orders.
Failure to provide required compliance documentation may result in order cancellation.
Customer agrees to:
Customer assumes responsibility for all uses of purchased hardware.
Arc Compute may provide access to cloud computing infrastructure operated by third-party providers.
Arc Compute acts solely as a reseller or intermediary for such services.
Use of cloud services is subject to the terms and conditions of the underlying cloud provider.
Arc Compute does not control the operation, uptime, or performance of third-party cloud infrastructure.
To the maximum extent permitted by law:
Arc Compute’s total liability arising out of or related to these Terms will not exceed the total amount paid by Customer for the specific order giving rise to the claim.
Arc Compute will not be liable for:
Arc Compute is not liable for delays or failures resulting from events beyond its reasonable control, including:
Unless otherwise agreed in writing, Arc Compute may reference Customer as a client and may use Customer’s name or logo for marketing purposes including case studies, customer lists, and promotional materials.
Arc Compute reserves the right to refuse or cancel orders due to:
These Terms are governed by the laws of the Province of Ontario, Canada.
Any disputes arising from these Terms shall be resolved in the courts of Ontario, Canada.
These Terms, together with any accepted Quote, invoice, or order documentation, constitute the entire agreement between the parties regarding the purchase of goods or services from Arc Compute.