1. Ordering and Order Forms
Customer may receive Professional Services (a) by executing an Order Form that references these Professional Services Terms or (b) if the Professional Services are included in the eligible services commitment under the Nebius Services Agreement. Each Order Form will specify, as applicable, the description of the Professional Services, Deliverables, milestones, applicable assumptions and dependencies, timeline, fees and expenses, invoicing schedule, and any other terms specific to the engagement. An Order Form becomes binding upon the earlier of execution by both parties or Nebius’s commencement of the Professional Services in reliance on a written Customer authorization. Each Order Form is a separate engagement. If there is any conflict between these Professional Services Terms and an Order Form, the Order Form will control for that engagement. If there is any conflict between these Professional Services Terms and the Nebius Services Agreement, these Professional Services Terms will control with respect to Professional Services only; otherwise, the Nebius Services Agreement controls.2. Professional Services Catalog; Scope
The Professional Services available for order are described in the Professional Services Catalog on the Nebius Platform. The definitive scope of work for any engagement will be as stated in the applicable Order Form. Any activities, Deliverables, or outcomes not expressly described in the Order Form are out of scope. Migrations. If the Professional Services include migration activities, Customer’s content, data, configurations, and other materials will be migrated as-is, in their then-current state. Nebius is not responsible for modifying, reconfiguring, or applying additional protections, encryption settings, security measures, or other controls to such content unless expressly set forth in the applicable Order Form. Customer is solely responsible for creating and maintaining complete and current backup copies of all systems, environments, configurations, and content before, during, and after any migration activities. Nebius is not responsible for any losses resulting from Customer’s failure to maintain adequate backups. No Financial, Legal, or Compliance Advice; AI Solutions. Nebius Professional Services do not constitute financial, legal, or compliance advice. Customer is responsible for determining whether its use of Nebius Professional Services, including any artificial intelligence or machine learning services, features, or functionality (including third-party models) that Nebius may provide or make available to Customer (each, an “AI Solution”), complies with applicable laws, rules, regulations, and internal policies. No Additional Customer Terms for Personnel. Customer will not require Nebius personnel to sign, accept, or otherwise agree to any additional terms, conditions, obligations, or agreements as a condition of providing the Professional Services, and the parties agree that the terms of any such documentation are void and of no effect (even if signed by Nebius personnel). Confidentiality. The confidentiality and data processing provisions of the Nebius Services Agreement apply to all information exchanged in connection with the Professional Services.3. Changes to Scope
Either party may request changes to the scope, schedule, or fees set forth in an Order Form. Changes are not effective unless agreed in a written change order or amendment to the Order Form (a “Change Order”). Nebius is not obligated to perform out-of-scope work until a Change Order is executed.4. Fees, Expenses, and Taxes
Fees for Professional Services are as set forth in the applicable Order Form. Unless the Order Form specifies a fixed fee, Professional Services are provided on a time-and-materials basis at the rates stated in the Order Form or the then-current rates published in the Professional Services Catalog. Where Professional Services are bundled with qualifying service commitments or delivered against service credits, no separate Professional Services fees are due to the extent covered by such bundle or credits, and any overages will be billed in accordance with the applicable pricing model in the Order Form. Fees and expenses are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and similar governmental charges related to the Professional Services, other than taxes based on Nebius’s net income.5. Invoicing and Payment
Nebius will invoice fees and expenses as set forth in the Order Form, or, if not specified, monthly in arrears for time-and-materials engagements and according to milestone or delivery schedules for fixed-fee engagements. Unless otherwise stated in the Order Form, amounts are due fifteen (15) days from invoice date. Late payments may accrue interest at the rate specified in the Nebius Services Agreement. Nebius may suspend work for non-payment following written notice if any undisputed amount is more than fifteen (15) days overdue.6. Customer Responsibilities and Cooperation
6.1. Customer will cooperate with Nebius to help ensure the Professional Services are delivered according to schedule, budget, and scope and will provide timely access to personnel, systems, data, environments, documentation as reasonably required for Nebius to perform the Professional Services, including necessary credentials and permissions. Customer is responsible for the accuracy, completeness, and legality of information, instructions, and data supplied to Nebius, and for obtaining any third-party consents required for Nebius’s performance. Customer will designate a representative with authority to provide approvals and accept Deliverables. Nebius’s performance is contingent on Customer’s timely cooperation; Nebius will not be responsible for delays or costs arising from Customer’s failure to fulfill its responsibilities. Nebius is not responsible for any delays, additional costs, or project modifications caused by Customer’s failure to meet these obligations. 6.2. Customer is solely responsible for testing, deploying, maintaining, implementing, and supporting any Customer content or Deliverables provided or recommended by Nebius as part of the Professional Services. Customer is solely responsible for all activities within its Production Environments, including but not limited to the following: (a) determining the deployment-readiness of Deliverables and managing their subsequent deployment, operation, and maintenance; (b) the overall management of Customer accounts, pipelines, deployment gates, logs, and records; and (c) controlling all access and permissions, including ensuring Nebius personnel are precluded from accessing Production Environments.7. Personnel; Subcontractors; Independent Contractor
Nebius will assign personnel with appropriate skills and experience and may replace personnel with personnel of comparable qualifications. Nebius may subcontract certain obligations to third parties, but Nebius will remain responsible for any subcontracted obligations and the performance of its obligations. Nebius performs the Professional Services as an independent contractor. Nothing in these Professional Services Terms or any Order Form creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties or any of their personnel. The parties explicitly intend for the Order Form governing the Professional Services to function as a services agreement within the meaning of article 7:400 of the Dutch Civil Code.8. Acceptance; Completion
If the Order Form specifies acceptance criteria or procedures, acceptance will be determined in accordance with those terms. If the Order Form does not specify acceptance criteria, Deliverables will be deemed accepted upon the earliest of Customer’s written acceptance, production use, or ten (10) business days after delivery without a written rejection specifying material nonconformities. Nebius will address any timely, substantiated nonconformities in a commercially reasonable manner. Professional Services will be deemed completed upon delivery and acceptance of the applicable Deliverables or completion of the specified hours, milestones, or term in the Order Form.9. Intellectual Property
9.1 Pre-Existing IP; License to Perform Services For purposes of these Professional Services Terms, “Pre-Existing IP” means any intellectual property, materials, data, information, software, tools, templates, methodologies, know-how, and inventions owned or controlled by a party prior to the effective date of the applicable Order Form or developed or acquired by that party independently of the Professional Services. As between the parties, Customer owns all right, title, and interest in Customer’s Pre-Existing IP, and Nebius owns all right, title, and interest in Nebius’s Pre-Existing IP. Customer grants Nebius an irrevocable, unlimited, worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform, and modify Customer’s Pre-Existing IP as necessary or useful to provide the Professional Services and Deliverables under the Agreement and applicable Order Forms, with the right to sublicense and transfer to Nebius Affiliates and subcontractors solely for that purpose. 9.2 Nebius Technology As between the parties, Nebius owns all right, title, and interest in and to the Nebius Technology. To the extent any Nebius Technology is incorporated into the Deliverables, and subject to Customer’s payment in full of applicable fees, Nebius grants Customer a limited, worldwide, non-exclusive, perpetual, non-transferable (except as permitted under the Agreement) license to use the Nebius Technology solely in connection with the Deliverables for Customer’s internal business purposes in connection with Customer’s authorized use of the Nebius Platform and services. For the avoidance of doubt, the license granted herein is conditioned on Customer’s continued compliance with the Professional Services Terms and automatically terminates upon any material breach thereof or upon termination of Customer’s authorized use of the Nebius Platform. 9.3 Deliverables Subject to Customer’s payment in full of applicable fees, Nebius grants Customer a limited, worldwide, non-exclusive, perpetual, non-sublicensable and non-transferable (except as permitted under the Agreement) license to use, reproduce, and modify the Deliverables for Customer’s internal business purposes in connection with Customer’s authorized use of the Nebius Platform and services. Unless expressly stated in an Order Form, (a) no assignment of intellectual property in the Deliverables is made, and (b) no Deliverables are developed as “works made for hire.” 9.4 Reservation of Rights; No Implied Licenses Except for the licenses expressly granted in this Section 9 and any applicable Order Form, neither party acquires any right, title, or interest in or to the other party’s Pre-Existing IP, technology, or intellectual property, and all such rights are reserved. No implied licenses are granted under these Professional Services Terms or any Order Form. 9.5 Open Source Software The Deliverables may include or depend on open source software components. Any such open source software is licensed to Customer solely under the terms of the applicable open source license, which shall control in the event of any conflict with this Agreement. Nebius makes no representations or warranties with respect to open source software beyond those provided in the applicable open source licenses. 9.6 Third-Party Materials The Deliverables may include materials, software, or other components owned or licensed by third parties. Customer’s use of such third-party materials is subject to the applicable third-party license terms, and no rights are granted except as expressly provided by such licensors.10. Personal Data
10.1 Applicability of the DPA To the extent Nebius processes Customer Personal Data in connection with the Professional Services, the Parties agree that the applicable Data Processing Agreement (“DPA”) is incorporated by reference and applies. The DPA is available at: https://docs.nebius.com/legal/dpa. For customers contracting with Nebius Inc., the applicable DPA is available at: https://docs.nebius.com/legal/dpa-inc. In all matters relating to the processing of Customer Personal Data that are not expressly addressed in these Professional Services Terms, the DPA will govern. If there is any conflict between these Professional Services Terms and the DPA regarding the processing of Customer Personal Data, this Personal Data Protection section will prevail. Nebius shall have no responsibility for any Customer Personal Data provided in breach of these Professional Services Terms and/or the DPA. 10.2 DPA update The Parties agree that, for purposes of the DPA, the term “Services” will be interpreted to include the Professional Services (where applicable). Accordingly, Annex I(B) (Description of the processing / transfer) of the DPA will be interpreted and/or updated so that references to “Personal Data processed in the course of the Services as Customer Content,” including in the “Categories of personal data transferred” section, also include Personal Data processed in the course of the Professional Services. 10.3 Benchmarking If the Professional Services include benchmarking activities, benchmarking will use either (a) synthetic prompts, or (b) Customer-provided test sets that Customer confirms are representative and redacted to remove unnecessary Personal Data. Any use of real end-user data requires Customer’s explicit written instruction and must be expressly specified in the applicable Order Form. 10.4 Data Processing Location Processing Customer Personal Data for the Professional Services occurs in the Nebius region selected by Customer for the relevant cluster/workload, unless Customer instructs otherwise, and such instruction is supported by the Professional Services.11. Warranties and Remedies; Disclaimers
11.1 Each party represents and warrants that it has full power and authority to enter into and perform its obligations under these Professional Services Terms and the applicable Order Form. 11.2 Nebius will perform the Professional Services in a professional and workmanlike manner, in accordance with practices used by service providers performing services similar to the Professional Services, and using personnel with the requisite skills, experience, and qualifications. Any claim that Nebius has breached this warranty must be made within ninety (90) days from the date of performance of the Professional Services at issue, subject to applicable law. 11.3 Subject to applicable law, Nebius’s entire liability and Customer’s sole and exclusive remedy for Nebius’s failure to provide Professional Services that conform with Section 11.2 (Nebius Warranty) will be, at Nebius’s option: (1) Nebius’s use of commercially reasonable efforts to re-perform the nonconforming Professional Services, or (2) a refund of any fees paid for the nonconforming Professional Services. 11.4 Except as expressly provided in these Professional Services Terms or an Order Form, and to the fullest extent permitted by applicable law, the Professional Services and any Deliverables are provided “as is” and Nebius makes no warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, or error-free or uninterrupted performance. Nebius does not warrant that any Deliverables will meet Customer’s requirements or achieve any particular result.12. Limitations of Liability
The limitations and exclusions of liability in the Nebius Services Agreement apply to the Professional Services and any Deliverables. Without limiting the foregoing, Nebius will not be liable for delays, failures, or additional costs to the extent caused by Customer’s acts or omissions, failure to provide required information or access, or changes requested by Customer.13. Term; Termination; Suspension
These Professional Services Terms become effective upon Customer’s first Order Form referencing these Professional Services Terms and continue until all Order Forms hereunder have expired or been terminated. Each Order Form will specify its term. Either party may terminate an Order Form for cause if the other party materially breaches that Order Form or these Professional Services Terms and fails to cure within thirty (30) days after written notice. Customer may terminate an Order Form for convenience upon at least fifteen (15) days’ prior written notice; in such case, Customer will pay for all Professional Services performed and non-cancellable expenses incurred through the effective termination date, plus any early termination charges expressly stated in the Order Form. Nebius may suspend performance for non-payment as provided in Section 5.14. Rescheduling; Cancellations; No-Hire
If Customer requests to reschedule dedicated resources with less than five (5) business days’ prior written notice, Nebius may charge reasonable rescheduling fees and any non-refundable travel or accommodation costs. If Customer cancels a scheduled engagement within five (5) business days of commencement, Nebius may invoice up to the lesser of two (2) days of allocated time or the minimum specified in the Order Form, plus non-refundable expenses. During the term of an Order Form and for six (6) months thereafter, neither party will, without the other’s prior written consent, solicit for employment or engagement any employee of the other party who was directly involved in the Professional Services; general solicitations not targeting the other party’s personnel are not restricted.15. Modifications to Professional Services Catalog
Nebius may update the Professional Services Catalog, including available offerings and standard rates, from time to time. Changes will not affect pricing or scope for a signed Order Form, except through a mutually agreed Change Order or where the Order Form expressly permits rate adjustments.16. Notices
Notices related to an Order Form may be delivered in accordance with the notice provisions of the Nebius Services Agreement or as specified in the Order Form. Operational communications may be conducted by email between the parties’ designated project contacts.17. Entire Agreement; Severability; No Waiver; Assignment
These Professional Services Terms together with the Nebius Services Agreement and each applicable Order Form constitute the entire agreement between the parties regarding the Professional Services and supersede all prior or contemporaneous understandings relating thereto. If any provision of these Professional Services Terms is held invalid, the remaining provisions will remain in full force and effect. Failure to enforce any provision will not constitute a waiver. Neither party may assign an Order Form or these Professional Services Terms without the other party’s prior written consent, except either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice to the other party, provided that any assignment by Customer will not release Customer from its payment obligations absent Nebius’s written consent.18. Definitions
“Deliverables” means the tangible or electronic work product expressly identified in an Order Form to be delivered to Customer as part of the Professional Services. “Nebius Technology” means Nebius tools, software, templates, methodologies, architectures, libraries and other technology, know-how, and materials, including improvements, modifications, and derivative works thereof, whether pre-existing or developed in the course of performing the Professional Services. “Production Environment” is any environment where software, data, configurations, applications, code, or other products are placed into live operation for their intended use. “Professional Services Catalog” means the then-current list and description of Professional Services offerings, including standard pricing and rate cards, as published by Nebius on the Nebius Platform or otherwise provided to Customer.Web address: https://docs.nebius.com/legal/specific-terms/professional-services Publication date: February 26, 2026 Effective date: February 26, 2026