Terms of Service

These Terms of Service ("Terms") govern the use of Centoculus, a website and server monitoring service, and of the website https://centoculus.com. The service is provided by Nona Consult LLC, 30 North Gould Street, Sheridan, WY 82801, United States ("we", "us").

1. Scope

1.1 These Terms apply to all contracts between us and our customers ("you") about Centoculus. Deviating terms of yours apply only if we agree to them in writing.

1.2 Centoculus is aimed primarily at businesses, freelancers and other professional users. Where you act as a consumer, mandatory consumer protection law of your country of residence remains unaffected.

1.3 Before launch, joining the early access list does not create a contract for the service. It only means we inform you about the launch.

2. The service

2.1 Centoculus checks the availability and function of websites, servers and services that you configure, notifies you of problems by e-mail, push notifications and the mobile app, provides status pages, and offers an automated analysis of outages with suggested fixes.

2.2 The features of each plan are described on our website at the time you order. We continuously develop the service and may change features, provided the core functions of your plan remain available.

2.3 The server agent is software that you install on your own servers. It only sends metrics to us; it does not carry out repairs. Repairs run through the Responder or our SSH key (section 8.3).

3. Account

3.1 You must provide accurate information and keep your login details secret. You must enable two-factor authentication where we require it.

3.2 You are responsible for all activity in your account, including by team members you invite.

4. Prices and payment

4.1 Prices are shown on our website in US dollars, plus applicable taxes. Paid plans are billed in advance for the chosen period (monthly or yearly).

4.2 Payment is made exclusively through our website by card (via Stripe) or by the other methods offered at checkout. PayPal is available only to businesses with a valid VAT or tax ID (and to partners). Purchases in the mobile app are not possible.

4.3 Subscriptions renew automatically for the same period unless cancelled before the end of the current period.

4.4 We may change prices for future billing periods. We will inform you at least 30 days in advance; you may cancel before the change takes effect.

4.5 If a payment fails, we may suspend paid features after a reminder until the payment has been made.

5. Term, cancellation and refunds

5.1 You can cancel at any time with effect at the end of the current billing period. Details, the 14-day money-back guarantee and the right of withdrawal for consumers are set out in our Refund & Cancellation Policy (https://centoculus.com/refund-policy).

5.2 We may terminate the contract with 30 days' notice to the end of a billing period, and without notice for good cause, in particular for serious breaches of section 7.

6. Free plan

The free plan is offered free of charge and without any guaranteed availability. We may limit or end the free plan with 30 days' notice. Inactive free accounts may be deleted after 12 months without login, following a prior e-mail.

7. Acceptable use

7.1 You may only monitor websites, servers and services that you operate or for which you have permission from the operator.

7.2 You must not use Centoculus to overload, attack or test the security of systems without authorisation, to send spam, or for any unlawful purpose.

7.3 Check intervals and the number of checks are limited by your plan. We may throttle checks that put an unreasonable load on our systems or on the target.

8. Responder, server agent and automated fixes

8.1 You decide which repair actions may be carried out automatically on your server (for example restarting a service). You are responsible for backups and for checking that enabled actions are suitable for your systems.

8.2 Outage analyses and suggested fixes are generated automatically from check results and metrics. They are recommendations; they can be incomplete or wrong. You remain responsible for decisions about your systems.

8.3 For interventions you order (for example installing a security update), you grant us access to your server, either through the Responder or by adding our SSH key, which only works from our operations server. The Responder is a separate program that you install as root from our signed package source; it fetches its work from us over outbound connections and carries it out on your server, and you can limit it to a list of allowed commands. You choose how long the key stays valid, including without time limit, and can withdraw it at any time. We connect only to carry out an intervention you ordered; every session is logged and shown to you. Instead of adding the key yourself, you can give us the password of a user with administrator rights (root or a user with sudo rights) once. We use it only to add our key, delete it as soon as the login with our key works (and at the latest after 24 hours, also if the setup fails) and never write it to any log. Please change this password afterwards.

8.4 Interventions may be carried out or prepared by automated systems, including AI models, and checked by our staff. Before changes we back up configuration files and databases. If there is not enough space on your server, we may store this backup encrypted with our storage provider; it is charged per GB and month as shown before ordering and deleted after 30 days unless you extend it. You remain responsible for complete backups of your systems and data.

8.5 The price of an intervention is shown before you order it. If a quick fix does not solve the problem and you order the deep fix within 24 hours afterwards, the price of the quick fix is credited in full; otherwise it is charged and the deep fix is a new order. Time estimates are non-binding; deep fixes are billed by actual effort in 15-minute steps, at most up to the estimate. Consumers pay interventions in advance through our payment provider in full 15-minute steps; minutes not needed we give you as a minute voucher, which is not paid out and expires if you place no order for 12 months. Money is refunded only if we could not carry out an order. Our liability for interventions is subject to section 13.

8.6 Within 30 days after an deep fix you can request a follow-up check. If a problem was caused by our intervention, we fix it free of charge. If the problem demonstrably existed before our intervention, the work is billed by effort; in that case we show you the evidence (for example log entries dated before our intervention).

8.7 Consumers can buy a plan "Automatic fixes" with included minutes. It is paid once in advance, runs for 12 months from purchase and does not renew automatically. Automatic fixes and fixes you order are paid first from the included minutes (a quick fix at its flat price converted into minutes), then from a minute voucher. Included minutes not used lapse at the end of the term and are neither refunded nor paid out. If the minutes do not cover an automatic fix, we do not start it and notify you. When the minutes are used up or the term ends, we offer you a new plan that you can accept or decline. Your statutory right of withdrawal remains unaffected.

9. Availability

We aim for high availability of Centoculus and announce planned maintenance in advance where possible. Unless a separate service level agreement has been concluded, we do not guarantee a specific availability. Monitoring by its nature depends on networks and systems outside our control; we do not guarantee that every outage is detected or reported in time.

10. Data protection

We process personal data in accordance with our Privacy Policy (https://centoculus.com/privacy).

Where we process personal data on your behalf (for example data of your end customers in status pages, alert recipients, or data on your servers during interventions), this section is our data processing agreement under Art. 28 GDPR: we process the data only on your documented instructions (these Terms and your orders) and only to provide the service; persons with access are bound to confidentiality; we take appropriate technical and organisational security measures; we support you with requests of data subjects and with your legal duties; we delete or return the data when the contract ends, unless law requires storage; and we provide the information needed to demonstrate compliance. You agree that we use subprocessors, currently our hosting provider, payment providers, a backup storage provider and an AI model provider for automated analyses and interventions; we inform you of changes and you may object.

11. Resellers and white-label

11.1 Programmes. You become a reseller or white-label partner through our partner programme: you sign up as a partner and apply for the programme in the partner area; we decide on the approval. Your reseller account is separate from customer accounts and needs an e-mail address of its own.

• Resellers sell Centoculus under our brand to their own customers. Your customers sign up through your link. You bill them yourself outside Centoculus; we do not offer resellers payment processing for their customers.
• White-label partners offer Centoculus under their own name, logo and domain. Before you accept payments from your customers through your own Stripe or PayPal account, you provide links to your legal notice, your terms and your privacy policy; we show them to your customers. For these payments you are the seller, the money goes directly to you, and we are not a party to the contracts with your customers.

11.2 Your responsibility. You are responsible for your contracts with your customers, for your legal texts, invoices and taxes, and for your customers complying with section 7.

11.3 Prices and balance. You pay from a prepaid balance. Every day we charge the list price for each active monitor minus your discount; the discount grows with your monthly volume. Interventions for your customers are charged with a partner discount. Every top-up is at least the minimum amount shown; if you wish, we top up automatically when your balance falls below a limit you choose. White-label partners also pay a monthly minimum: if the usage of a month is below it, we charge the difference at the end of the month. In the first month it applies pro rata, and days on which monitoring was paused for lack of balance do not count. Resellers have no monthly minimum. The current prices, discount tiers and minimum amounts are shown in the partner area; you accept them with your application. We announce changes in accordance with section 4.4.

11.4 Used-up balance. Resellers pay from a prepaid balance. If the balance is used up, monitoring of your customers keeps running; after a grace period of 7 days no new monitors, servers or customers can be added. If the balance has still not been topped up 14 days after it was used up, and at the earliest 3 days after we have given you a final notice by e-mail, we may inform your end customers that their monitoring continues and offer them to continue directly with us. For this purpose you instruct us to use the contact details of your end customers stored in your account. End customers who accept become our direct customers; their monitors, servers, status pages, notification settings and history are transferred to their new account. This does not apply to amounts you owe us, which remain due. Monitoring of end customers who do not switch is paused 30 days after the offer; a top-up before an end customer switches ends the procedure for that end customer.

12. Partner program

Commissions for recommending Centoculus are governed by our separate partner program terms, which you accept when joining the partner program.

13. Liability

13.1 We are liable without limitation for intent and gross negligence, for injury to life, body or health, and where mandatory law provides for liability.

13.2 Otherwise, our total liability per calendar year is limited to the fees you paid to us in the twelve months before the event giving rise to the claim. We are not liable for indirect damages, lost profits or lost data that could have been avoided by reasonable backups.

13.3 For the free plan, we are only liable for intent and gross negligence, subject to 13.1.

14. Indemnification

You will indemnify us against third-party claims arising from your unlawful use of the service, in particular from monitoring systems without permission (section 7.1).

15. Changes to these Terms

We may amend these Terms with effect for the future. We will inform you by e-mail at least 30 days before the changes take effect. If you do not object within this period, the changes are deemed accepted; we will point this out in the notice. If you object, either party may terminate the contract when the changes take effect.

16. Governing law and jurisdiction

These Terms are governed by the laws of the State of Wyoming, USA, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. If you are a consumer, this choice of law does not deprive you of the protection of mandatory provisions of the law of your country of residence.

17. Final provisions

Should any provision of these Terms be invalid, the remaining provisions remain unaffected. These Terms are written in English. Translations are for convenience only; in case of differences, the English version prevails.

18. Contact

Nona Consult LLC
30 North Gould Street, Sheridan, WY 82801, United States
Phone: +1 (307) 429-5702
E-mail: support [at] centoculus [dot] com