What does the customer get when power or cooling fails?
An outage stops the GPU revenue that the customer’s lenders are relying on. The Vernon service level agreement pays outage credits counted in days of base charge, capped at a month’s base charge, and lets the customer terminate after three critical interruptions in four months or one lasting ten days. Those credits are the customer’s sole remedy. Enovum’s contract leaves the cooling metrics to be agreed once the customer’s design is in.
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What the filed contracts say
Contract
What the filed wording says
Vernon service order
For an interruption of power or cooling the provider must restore service, and the service level agreement is the customer’s sole and exclusive remedy.
Vernon service order
A power interruption to both feeds counts from the first moment; access and cooling failures count after 60 minutes. Each credit is one day’s base charge for the affected hall.
Vernon service order
Credits in a month are capped at that month’s base charge for the affected space.
Vernon service order
Three critical interruptions in four months, or one lasting ten days, give the customer a right to terminate.
Supermicro / Lambda sublicense
Lambda gets an abatement only if and to the extent Supermicro gets one from the provider.
Enovum / Nscale MSA
The cooling service levels are to be agreed once the customer submits its basis of design.
Enovum / Nscale MSA
Maintenance notice is on a reasonable efforts basis, and missing it gives no credit.
The filed wording
In the event of any interruption of Critical Services, Supplier shall use commercially reasonable efforts to restore such service or cause the same to be restored as soon as reasonably possible, and as Customer’s sole and exclusive remedy for such interruption, Customer shall be entitled to the remedies therefor specified in Part II of the Schedule “D” attached hereto (the “Service Level Agreement”).
Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
InfraCompute Weekly
The week in compute finance, read from the filings.
Deals, terms and the clauses behind them, for the people financing data centres, GPU clouds and the power behind them. By Randeep Bubbra.
