What does the provider owe if the GPUs are late, and when can the customer cancel?
GPU capacity is sold by delivery date. The Microsoft SOWs credit a day's fees for each day of delay and let Microsoft cancel the late tranche after 60 days. Lenders want the credit capped at what the contract can bear and the cancellation limited to the late tranche. Boost Run’s contract with Cohere uses a hard outside date instead: every rack must be accepted by 15 July 2027, even after force majeure, or Cohere can drop the late racks and get their prepayment back.
Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile ·
What the filed contracts say
Contract
What the filed wording says
Nscale / Microsoft SOW
A credit of 100% of a day's fees for each day late, set off against the first invoices after acceptance.
Nscale / Microsoft SOW
Microsoft may cancel a tranche not accepted within 60 days of its delivery date, or agree a new date. Cancellation is limited to that tranche.
Nscale / Microsoft SOW
No delay credit for delay caused by NVIDIA, if binding orders were evidenced within 60 days of signing; the NVIDIA delay is added to the 60-day long-stop.
IREN / Microsoft SOW
Delay credits run on GPUs not delivered by the shortfall delivery date. The rate is redacted.
Boost Run–Cohere service agreement
All racks must be accepted by 15 July 2027, whatever the cause of delay.
Boost Run–Cohere service agreement
Racks not accepted by then can be terminated, with their prepayment refunded pro rata by GPUs in three monthly instalments.
The filed wording
If a GPU Service is not delivered by its Delivery Date, Partner will credit Microsoft 100% of the equivalent of a daily bill for each day after the Delivery Date that Partner has not handed off the GPU Service for acceptance testing in accordance with Section 2 (“Delay Credit”).
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.
