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ACEL CLOUD TERMS OF SERVICE & CONDITIONS OF USE

Last updated: [July 26, 2026]

These Terms & Conditions ("Terms") govern your use of the [ACEL Cloud] web aplication and related services (the "Service") provided by [ACEL Cloud], a company incorporated in Nigeria. By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you should not access or use the Service.

1. Who we are and what this agreement covers

ACEL Cloud ("ACEL Cloud," "we," "us," or "our") operates a platform that lets users ("you" or "Customer") rent GPU compute capacity sourced from a network of independent third-party compute providers ("Compute Providers"). These Terms of Service ("Terms") govern your access to and use of the ACEL Cloud website, dashboard, APIs, and related services (together, the "Service").

By creating an account or using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

2. Eligibility

  • You must be at least 18 years old, or the age of legal majority in your jurisdiction, whichever is greater.
  • You must not be located in, or a resident of, any country or region subject to comprehensive U.S., EU, or UN sanctions, and must not be on any restricted-party or denied-persons list.
  • You are responsible for ensuring your use of the Service complies with the laws applicable to you, including export control and sanctions laws.

3. The Service: what ACEL Cloud is and is not

ACEL Cloud provides a control plane account management, job orchestration, billing, monitoring, and a unified dashboard for compute capacity that is not owned or operated by ACEL Cloud. Compute jobs are matched to, and executed on, infrastructure operated by independent third-party Compute Providers over which ACEL Cloud does not have direct physical control.

As a result:

  • ACEL Cloud does not guarantee the uptime, performance, or availability of any specific underlying compute node.
  • ACEL Cloud's Reliability Engine uses periodic checkpointing to reduce data loss if a node fails, but checkpointing is not real-time and some data or progress since the last checkpoint may be lost on failover.
  • ACEL Cloud will use commercially reasonable efforts to select reliable Compute Providers and to fail over jobs automatically, but cannot guarantee uninterrupted or error-free operation of any job.

4. Accounts and workspaces

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized use. Workspace owners are responsible for managing the roles and permissions of members they invite.

5. Fees, billing, and payment

ACEL Cloud charges fees for compute usage on an hourly basis, at rates you configure or accept before a job runs ("Compute Fees"). Compute Fees include an ACEL Cloud platform fee and pass-through costs charged by the Compute Provider actually running your job.

5.1 Payment methods

You may fund your ACEL Cloud balance using either:

  • Fiat payment methods (card or bank transfer) processed by our third-party payment processor; or
  • Supported cryptocurrency, transferred from a connected self-custody wallet.

Regardless of funding method, your usable balance on ACEL Cloud is denominated in USD-equivalent ledger credit. ACEL Cloud is not a bank and does not offer interest-bearing accounts.

5.2 Pricing and changes

Compute pricing is displayed before you commit to a job. ACEL Cloud may change its platform fee or pricing structure prospectively, with notice, but will not retroactively change fees for jobs already run.

5.3 Refunds

Fees for compute hours already consumed are non-refundable, except where required by applicable law or where ACEL Cloud determines, in its reasonable discretion, that a job failed due to a fault attributable to ACEL Cloud's own systems rather than a Compute Provider's underlying infrastructure or Customer error. Unused deposited balance may be withdrawn subject to any applicable processing fees and identity-verification requirements.

5.4 Chargebacks and disputes

Initiating a fraudulent chargeback or payment dispute without first contacting ACEL Cloud support may result in suspension of your account pending resolution.

6. Cryptocurrency-specific terms

  • You are solely responsible for the security of your own wallet, private keys, and seed phrases. ACEL Cloud never has access to your wallet's private keys.
  • Blockchain transactions are irreversible. ACEL Cloud is not responsible for funds sent to an incorrect address, or for losses caused by network congestion, forked chains, or third-party wallet or bridge failures.
  • The value of cryptocurrency is volatile. Any conversion between cryptocurrency and USD-equivalent ledger credit is calculated at the exchange rate in effect at the time of the transaction, and ACEL Cloud is not liable for adverse movements in that rate.
  • You represent that any funds used are lawfully obtained and not connected to money laundering, terrorist financing, or other illicit activity.

7. Acceptable use

You agree not to use the Service to:

  • Train, host, or run models or workloads for illegal purposes, including generating child sexual abuse material, malware, or content that infringes third-party intellectual property rights.
  • Attempt to breach, disable, or circumvent the security of ACEL Cloud's systems or any Compute Provider's infrastructure.
  • Mine cryptocurrency in a manner inconsistent with your stated job configuration, or otherwise use compute resources for purposes materially different from what was disclosed at job creation.
  • Violate any applicable law, including export control, sanctions, and data protection law.

ACEL Cloud reserves the right to suspend or terminate jobs or accounts that violate this section, with or without notice, depending on severity.

8. Intellectual property

You retain all rights to the code, models, data, and content you run on the Service ("Customer Content"). You grant ACEL Cloud a limited license to host, process, and transmit Customer Content solely as necessary to provide the Service. ACEL Cloud retains all rights to the Service itself, including its software, trademarks, and documentation.

9. Confidentiality and data

Each party will use the other's confidential information solely to perform its obligations under these Terms and will protect it with reasonable care. This section does not limit either party's obligations under the separate Privacy Policy.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACEL CLOUD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ACEL CLOUD DOES NOT WARRANT THAT THE SERVICE, OR ANY UNDERLYING COMPUTE PROVIDER'S INFRASTRUCTURE, WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACEL CLOUD'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO ACEL CLOUD IN THE THREE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS. ACEL CLOUD WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

You agree to indemnify and hold ACEL Cloud harmless from any claims, damages, or expenses (including reasonable attorneys' fees) arising from your breach of these Terms, your Customer Content, or your violation of applicable law.

13. Suspension and termination

Either party may terminate this agreement at any time. ACEL Cloud may suspend or terminate your account immediately if you breach these Terms, if required by law, or if we reasonably suspect fraud, abuse, or a security risk. Upon termination, any unused balance will be handled per Section 5.3, and outstanding fees remain due.

14. Dispute resolution and governing law

14.1 Informal resolution first

Before filing any claim, you agree to first contact ACEL Cloud at serviceslattice@gmail.com and attempt in good faith to resolve the dispute informally for at least 30 days. Most concerns can be resolved this way without needing to escalate further.

14.2 General governing law and forum

Except where Section 14.3 below requires otherwise for your jurisdiction, these Terms are governed by the laws of FEDERAL REPUBLIC OF NIGERIA, without regard to its conflict-of-laws principles, and any dispute not resolved informally will be subject to binding arbitration on an individual basis, administered by Lagos Court Arbitration, under the Arbitration and Mediation Act 2023 and, where the arbitration is seated in Lagos State, the Lagos State Arbitration Law 2009 rather than in court, except that either party may bring an individual claim in small claims court where eligible. You and ACEL Cloud each waive the right to a jury trial and to participate in a class, consolidated, or representative action, to the fullest extent permitted by law.

14.3 Jurisdiction-specific carve-outs

Mandatory consumer-protection and data-protection laws in certain jurisdictions override the default arbitration and class-action-waiver terms above. Where you are a resident of one of the jurisdictions below, the following applies instead, to the extent required by local law:

  • European Economic Area, United Kingdom, and Switzerland: If you are a consumer, you may bring a claim in the courts of your own country of residence, and mandatory consumer-protection provisions of that country's law will apply regardless of the governing-law clause above. Pre-dispute mandatory arbitration is not enforced against consumers in these jurisdictions.
  • United States (certain states): Some U.S. states restrict or prohibit mandatory arbitration or class-action waivers for consumer claims, or require specific disclosures for such clauses to be enforceable. Where such a restriction applies to you, the arbitration and class-action-waiver provisions in Section 14.2 apply only to the extent enforceable under your state's law, and the remainder of this section remains in effect.
  • Nigeria and other jurisdictions with statutory consumer-arbitration limits: Where local law restricts a business's ability to compel a consumer into binding arbitration, disputes may instead be brought before the courts with competent jurisdiction over your place of residence.
  • Any other jurisdiction where mandatory arbitration or a class-action waiver is unenforceable by law: The unenforceable portion of Section 14.2 will not apply to you, and the applicable dispute will instead proceed in the courts of competent jurisdiction where you reside, with the remainder of these Terms remaining in full force.

14.4 Business/enterprise customers

Where you are using the Service as a registered business rather than as an individual consumer, Sections 14.2 and 14.3 apply as written, and the consumer-specific carve-outs in 14.3 do not override the arbitration and governing-law terms between ACEL Cloud and business customers, except where local law independently requires otherwise.

14.5 Severability

If any part of this section is found unenforceable in a particular jurisdiction, only that part is severed for that jurisdiction, and the remainder of this section and these Terms as a whole remains in effect.

15. Changes to these Terms

ACEL Cloud may update these Terms from time to time. Material changes will be notified via email or an in-app notice at least [14] days before taking effect. Continued use of the Service after changes take effect constitutes acceptance.

16. Contact

Questions about these Terms can be sent to serviceslattice@gmail.com.

By using the Service, you confirm that you have read, understood, and agree to be bound by these Terms & Conditions.