SERVER BUILD & INFRASTRUCTURE MANAGEMENT

1.0 PURPOSE AND BINDING AGREEMENT

1.1 Intent of Policy This Master Service Agreement and Operational Policy (herein referred to as the “Agreement”) constitutes a legally binding contract between Cree Innovation and Technology Corp. (“Cree IT”) and the Customer (“Client”). This Agreement exhaustively defines the technical limitations, operational boundaries, and legal liabilities surrounding the Managed Server Care service. 

1.2 The “Engine vs. Cargo” Delineation This Agreement establishes a rigid, non-negotiable boundary regarding infrastructure-level management. It strictly covers the health and stability of the “Engine” (the underlying Hypervisor and backup infrastructure). It explicitly does not cover the management, security, or stability of the “Cargo” (the individual Virtual Machines and Guest Operating Systems running on top of the Hypervisor). By engaging Cree IT for this service, the Client unconditionally accepts this architectural boundary.

2.0 DEFINITIONS

2.1 Hypervisor Host: The physical bare-metal server hardware (processor, memory, storage arrays) and the foundational Proxmox Virtual Environment (VE) operating system responsible for running and managing virtualized environments. 

2.2 Guest Virtual Machine (VM) / Container: The independent, virtualized operating systems (e.g., Microsoft Windows Server, Debian Linux) and application environments running virtually on top of the Hypervisor Host. 

2.3 Proxmox Backup Server (PBS) Environment: Cree IT’s proprietary, dedicated cluster infrastructure utilized for securely storing, deduplicating, verifying, and archiving Hypervisor-level snapshots. 

2.4 Managed Server: For the strict purposes of this specific Agreement, the term “Managed Server” refers exclusively to the Hypervisor Host and its secure connection to the PBS Environment. 

2.5 ZFS (Zettabyte File System): The enterprise storage architecture utilized on the Hypervisor Host to manage logical volumes, prevent data corruption (bit rot), and execute snapshots. 

2.6 “North-First” Data Infrastructure: Cree IT minimizes reliance on major public cloud providers by keeping all primary physical server processing, active data storage, and local backups strictly within the Northwest Territories. To guarantee data resilience, an isolated, offsite disaster recovery backup is maintained securely in Montreal. 

3.0 SCOPE OF SERVICES (INCLUSIONS) Cree IT explicitly limits its deliverables under the Managed Server Care agreement to the following foundational infrastructure parameters: 3.1 Proactive Hypervisor Maintenance and Security

• 3.1.1 Patch Management: Cree IT shall execute the routine, controlled application of Proxmox VE updates, Linux kernel upgrades, and critical security patches exclusively to the Hypervisor Host operating system.

• 3.1.2 Infrastructure Health Checks: Continuous, automated telemetry monitoring of the underlying systemic resources. This includes tracking CPU load averages, RAM allocation saturation, and the cryptographic health of the ZFS storage pools to detect preemptive drive failures.

• 3.1.3 System Hardening: The active configuration and maintenance of Hypervisor-level network firewalls, securing root access, and managing administrative access controls to the base hardware.

3.2 Backup Execution and Retention Protocols

• 3.2.1 Automated Snapshots: The scheduling, initiation, and monitoring of full-state cryptographic snapshots of the Guest VMs/Containers.

• 3.2.2 The 30-Day Rolling Archive: Archiving and retaining backup snapshots within Cree IT’s off-host PBS Environment for a strict, rolling period of thirty (30) days. Data snapshots older than thirty (30) days are automatically purged from the infrastructure and are permanently unrecoverable.

• 3.2.3 Restoration Coordination: In the event of a catastrophic VM failure, Cree IT engineers will coordinate and execute the systemic restoration of the damaged VM from the PBS repository back to the local Hypervisor Host.

3.3 Monitoring and Incident Response

• 3.3.1 Uptime Telemetry: Automated, 24/7 monitoring of the physical Hypervisor Host’s availability and network ping response.

• 3.3.2 Host-Level Troubleshooting: Remote diagnostic intervention and issue resolution strictly for Hypervisor-level failures (e.g., the Proxmox GUI becomes unresponsive, a ZFS pool degrades, or the host loses network bridge connectivity).

4.0 EXCLUSIONS AND OUT-OF-SCOPE SERVICES

To maintain the sustainability of the infrastructure management tier, the following services, software layers, and physical interventions are strictly excluded from this Agreement: 

4.1 Guest Operating System (VM) Management

• 4.1.1 The Cargo Exclusion: Patching, updating, securing, licensing, and troubleshooting the Guest Virtual Machines are explicitly out-of-scope.

• 4.1.2 Break-Fix Boundary: If a Client’s Windows Server VM suffers a Blue Screen of Death, an SQL database within a Linux container corrupts, or a user cannot access an application hosted within the VM, Cree IT is not obligated to repair it under this Agreement.

• 4.1.3 Separate Engagement Required: If a Guest VM requires administrative intervention or ongoing maintenance, it must be governed under a completely separate, per-VM managed service plan, or the restorative work will be billed immediately as Professional Services.

4.2 Major Architectural Projects

• 4.2.1 System Expansion: Building new Virtual Machines, migrating legacy data, installing new databases, or deploying major software suites on the Hypervisor.

• 4.2.2 Major Version Upgrades: Executing major version upgrades of the Proxmox VE environment (e.g., migrating from Proxmox 7.x to 8.x) that require cluster rebuilds, repository overhauls, or significant downtime.

4.3 On-Site Work and Hardware Liability

• 4.3.1 Remote Delivery: All managed services defined herein are engineered to be performed remotely. Any requirement for an emergency physical site visit (e.g., physically pressing a power button after a hard crash) is billed at standard hourly rates plus applicable northern travel per diems.

• 4.3.2 Silicon Exemption: Cree IT assumes absolutely no responsibility for the procurement, cost, or physical replacement of failed hardware components, including motherboards, power supplies, RAM, or storage disks.

5.0 CLIENT OPERATIONAL RESPONSIBILITIES

5.1 Hardware Warranty and Parts Availability

• 5.1.1 Supply Chain Reality: The Client must ensure the server hardware maintains a valid, active manufacturer warranty or that cold-spare parts are immediately accessible on-site. Cree IT cannot be held liable for extended infrastructure downtime if replacement parts are delayed for weeks due to Northern logistical constraints and supply chain realities.

5.2 Storage Capacity Governance

• 5.2.1 Data Bloat: The Client is exclusively responsible for ensuring their hardware maintains sufficient physical storage capacity. If VM data growth or application bloat exceeds the localized storage capacity required to execute and hold backups, the Client must purchase additional physical storage hardware.

5.3 Software Licensing Compliance

• 5.3.1 Audit Liability: The Client retains total legal and financial responsibility for purchasing, maintaining, and renewing all valid software licenses operating within their Guest VMs (e.g., Microsoft Windows Server licensing, CALs, proprietary ERP licenses).

 

6.0 ENVIRONMENTAL & SITE CONDITIONS CLAUSE (MANDATORY)

6.1 Uninterruptible Power and Climate 6.1.1 Power Stability: The Hypervisor Host must be connected to an enterprise-grade Uninterruptible Power Supply (UPS) capable of initiating a graceful shutdown sequence. ZFS storage pools are highly resilient but can be catastrophically corrupted by sudden, repetitive power loss.

• 6.1.2 Thermal Environment: The physical server must reside in a temperature-controlled, secure environment. Hardware degradation resulting from extreme cold, moisture, or thermal throttling due to improper ventilation entirely voids Cree IT’s obligation to maintain system uptime.

 

7.0 FINANCIAL TERMS, PRICING, AND CANCELLATION

7.1 The Absolute Pricing Rule All pricing, fee structures, and billing terms associated with this policy are strictly governed by the current Cree IT Master Pricing Policy. Please refer to the Master Pricing Policy for all financial obligations and terms. 

7.2 Cancellation Protocol and Data Liability

• 7.2.1 Month-to-Month Autonomy: This service operates on a month-to-month basis and may be cancelled at any time subject to the Master Pricing Policy.

• 7.2.2 Severance Effect: Upon the effective date of cancellation, Cree IT will structurally sever the Hypervisor Host from the PBS Environment. All automated backup schedules will instantly cease, and all existing backup archives residing on Cree IT infrastructure will be immediately queued for cryptographic deletion. The Client assumes immediate, 100% liability for their infrastructure, uptime, and data retention.

 

8.0 STRICT LIMITATION OF LIABILITY AND BACKUP FALLIBILITY

8.1 The Reality of Digital Backups

• 8.1.1 Inherent Fallibility: Cree IT engineers backups using enterprise-grade clusters and ZFS deduplication; however, the Client legally acknowledges that all digital backups are inherently fallible.

• 8.1.2 Exemption Scenarios: Backups can fail, become irreparably corrupted, or be rendered functionally useless by variables strictly outside Cree IT’s control. This includes silent storage degradation (bit rot) on the Client’s aging hardware, ransomware payloads that maliciously encrypt data prior to the nightly snapshot being executed (resulting in Cree IT successfully backing up already-encrypted, useless data), or Hypervisor kernel panics that crash the system during a backup execution sequence.

• 8.1.3 Zero-Loss Disclaimer: The Client remains the sole owner and ultimate guarantor of their data. Cree IT makes no warranty, express or implied, guaranteeing absolute, zero-loss data recovery.

8.2 Absolute Financial Cap In the event of catastrophic data loss, systemic backup failure, or extended infrastructure downtime where Cree IT is found legally liable, Cree IT’s total, aggregate financial liability for any claim—regardless of the legal theory asserted—is strictly and absolutely capped by the parameters defined in the Cree IT Master Pricing Policy. Cree IT shall under no circumstances be liable for indirect, incidental, consequential, or punitive damages, including lost corporate profits or severe business interruption.

 

9.0 FORCE MAJEURE CLAUSE (MANDATORY)

9.1 Northern Infrastructure Realities Cree IT shall not be deemed in breach of this Agreement for any failure to execute backups, maintain uptime, or monitor the Hypervisor due to events beyond our control. This explicitly includes acts of God, extreme northern weather preventing physical site access, prolonged regional power grid outages, acts of cyber-warfare, and routing failures or fiber cuts executed by upstream Northern telecommunications monopolies. Cree IT engineers the software; we do not control the physical environment of the Northwest Territories.

 

10.0 GOVERNING LAW

This Agreement is governed by and construed in accordance with the laws of the Northwest Territories and the federal laws of Canada applicable therein. Both parties explicitly acknowledge that this service is engineered for, and delivered within, the unique logistical, environmental, and infrastructural context of Northern Canada. 

 

END OF POLICY