Wholesale whitespace agreement

A dedicated hall or suite with committed IT load, a ramp schedule and a ready-for-service date. Take-or-pay capacity charge per kW, energy passed through at cost with a PUE factor, and long-term protections for both sides.

For operators · Updated Nov 2, 2026 · Example to adapt

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How this model works

How it works

One customer takes a whole hall or suite, usually from several hundred kilowatts to many megawatts of IT load. You build or prepare the hall and run the building, power and cooling; the customer installs and runs its own racks and servers inside.
The customer commits to a fixed amount of IT load and pays for it whether it uses it or not (take-or-pay). Large customers rarely fill a hall on day one, so the commitment usually grows in steps over months or years: the ramp schedule.
Charges start from the ready-for-service (RFS) date, the day the hall passes its acceptance tests. If you are late, you pay delay credits; if you are very late, the customer can walk away.
Terms are long because both sides invest heavily: you in the building and plant, the customer in its fit-out and hardware. Your lenders will want to read this agreement, so it includes the financing provisions they usually ask for.
Customers found through AICapacity contract directly with you. The platform is not a party to the agreement.

Good for

Letting a dedicated hall, suite or floor to a single cloud, AI, enterprise or colocation customer.
New builds or expansions where a committed anchor customer makes the project financeable.
Customers that need control of their own space and fit-out, such as liquid-cooled GPU deployments.

How the money works

The default model has two parts. A capacity charge per kW of committed IT load per month, which pays for the building, plant and your return. Plus energy at cost: the kWh measured at the customer’s IT meters, multiplied by a PUE factor to cover cooling and losses, multiplied by your actual cost per kWh.
PUE (power usage effectiveness) is total facility energy divided by IT energy. If the PUE factor is fixed in the contract, you keep the gain when you run more efficiently and carry the loss when you do not. If it is measured, the customer carries that risk, so it will usually ask for a cap.
Take-or-pay: the capacity charge is owed on the committed kW from each ramp step’s start date, even if the customer draws less. Energy is charged only on what is actually used.
Capacity charges rise each year with an agreed index. Over a long term, the choice of index and any cap or floor matters a great deal. Energy is not indexed because it already follows actual cost.
Security is sized to the commitment: a cash deposit, a bank guarantee or a parent company guarantee, often expressed as a number of months of capacity charge at full ramp.

Watch out for

Do not commit to an RFS date you cannot control. Grid connection, equipment lead times and permits are the usual causes of delay; set the long-stop date with enough margin.
Agree exactly where your responsibility ends (the demarcation points) for power and cooling, especially for liquid cooling, where the boundary between facility water and the customer’s cooling loop must be precise.
A right of first offer on adjacent capacity is valuable to the customer but limits whom you can sell to. Keep it time-limited and conditional on the customer being in good standing.
Your lenders will expect step-in and assignment rights and a direct agreement with the customer. Agree the principle in this contract, not after signing.
Ramp deferrals and early termination are where large sums are lost. Price any deferral right and make the take-or-pay commitment unambiguous.

An example of how this kind of deal can be structured, to adapt with your own advisers. Not legal advice and not a final agreement. AICapacity is not a party to agreements made from it.

Wholesale data centre capacity agreement

This agreement is dated [date] and is made between:

(1) [Provider legal name], a company registered in [country] under number [registration number], whose registered office is at [address] (the “Provider”); and

(2) [Customer legal name], a company registered in [country] under number [registration number], whose registered office is at [address] (the “Customer”),

each a “Party” and together the “Parties”.

Background

(A) The Provider owns or has the right to operate the Facility and will make the Suite available with the infrastructure described in this agreement.

(B) The Customer wishes to use the Suite on a dedicated basis for its IT equipment and commits to take and pay for capacity in accordance with the ramp schedule.

The Parties agree as follows.

The Parties agree as follows:

1Definitions and interpretation
1. 1.1
  In this agreement:
  1. (a)“Acceptance Tests” means the tests described in Schedule 3 to demonstrate that the Provider Works meet the Technical Specification;
  2. (b)“Adjacent Capacity” means the halls, suites or capacity so described in Schedule 1;
  3. (c)“Affiliate” means any entity that controls, is controlled by, or is under common control with a Party, where control means the ownership of more than half of the voting rights or the power to direct management;
  4. (d)“Base Infrastructure” means the building, electrical, cooling, fire protection, security and other systems of the Facility that serve the Suite, up to the Demarcation Points;
  5. (e)“Business Day” means a day other than a Saturday, Sunday or public holiday in [country];
  6. (f)“Charging Start Date” means, for each Ramp Step, the date determined under clause 3.2;
  7. (g)“Committed IT Load” means, for each Ramp Step, the IT load in kilowatts (kW) stated in Schedule 1, and “Contracted Capacity” means the Committed IT Load once all Ramp Steps have started;
  8. (h)“Customer Equipment” means the racks, servers, network devices and other equipment placed in the Suite by or for the Customer;
  9. (i)“Customer Fit-Out” means the works within the Suite for which the Customer is responsible under clause 5.1;
  10. (j)“Demarcation Points” means the points identified in Schedule 3 at which the Provider’s responsibility for power, cooling and connectivity ends;
  11. (k)“Facility” means the Provider’s data centre at [address];
  12. (l)“Long-Stop Date” and “Target RFS Date” mean the dates so described in Schedule 1, as extended under this agreement;
  13. (m)“Provider Works” means the works needed to construct or prepare the Suite and the Base Infrastructure in accordance with the Technical Specification;
  14. (n)“Ramp Step” means each stage at which the Committed IT Load increases, and “Ramp Date” means its scheduled date, each as stated in Schedule 1;
  15. (o)“RFS Date” means the date on which the Suite is ready for service under clause 4.2;
  16. (p)“Site Rules” means the Provider’s rules for conduct at the Facility, as notified and updated under clause 6.4;
  17. (q)“SLA Schedule” has the meaning given in clause 7.1;
  18. (r)“Suite” means the dedicated hall or suite described in Schedule 1;
  19. (s)“Technical Specification” means Schedule 3; and
  20. (t)“Term” and “Initial Term” have the meanings given in section 14.
2. 1.2
  Headings do not affect interpretation. “Including” means including without limitation. References to clauses, sections and Schedules are to those of this agreement, and the Schedules form part of it.
2The Suite and the Services
1. 2.1
  From the RFS Date and for the Term, the Provider grants the Customer the exclusive right to use the Suite to house and operate the Customer Equipment, and the non-exclusive right to use the common areas reasonably needed for that purpose, including access routes, the loading bay, meet-me rooms and the cable routes identified in Schedule 3.
  Drafting note. Wholesale capacity is documented either as a services agreement, as here, or as a lease of the Suite with a separate services agreement. A lease can bring statutory tenant protection, registration requirements and taxes that a services agreement does not. Whatever the label, the customer’s accountants may treat a long-term dedicated suite as a lease. Ask counsel which structure suits the Facility and the jurisdiction.
2. 2.2
  The Provider shall provide the following services (the “Services”):
  1. (a)power to the Suite up to the Committed IT Load at the Demarcation Points, with the redundancy stated in the Technical Specification;
  2. (b)cooling to the Suite in accordance with the Technical Specification;
  3. (c)operation, maintenance, repair and replacement of the Base Infrastructure;
  4. (d)security for the Facility and access control to the Suite; and
  5. (e)remote hands, cross-connects and other services on request, at the rates in Schedule 2.
3. 2.3
  The Provider shall perform the Services with reasonable skill and care, in accordance with good industry practice for data centres of the design described in the Technical Specification and with applicable law.
3Committed IT Load and ramp
1. 3.1
  The Provider shall make available the Committed IT Load for each Ramp Step from its Ramp Date, up to the Contracted Capacity.
2. 3.2
  The Charging Start Date for each Ramp Step is the later of its Ramp Date and the date on which its capacity is ready for service under section 4. If the Customer starts using capacity earlier with the Provider’s agreement, the Charging Start Date for that capacity is the date on which use starts.
3. 3.3
  The Customer may ask, on at least [number] months’ written notice, to bring forward a Ramp Step, and the Provider shall not unreasonably refuse where the capacity is available.
4. 3.4
  The Customer may defer [one / each] Ramp Step by up to [number] months on at least [number] months’ written notice before its Ramp Date, paying a reservation fee of [[number]% of the Capacity Charge / [amount] per kW per month] for the deferred capacity during the deferral. No Ramp Step may be deferred beyond [date].
  Drafting note. A deferral right gives the customer flexibility if its own demand is late, but it delays your income. A reservation fee for the deferred capacity is common. Delete this clause if no deferral is offered.
5. 3.5
  The Customer’s load shall not exceed the Committed IT Load for the current Ramp Step [plus a tolerance of [number]%] or the power density limits in the Technical Specification. The Provider may charge any excess at the overage rate in Schedule 2 and require the Customer to reduce its load where the excess threatens the resilience of the Base Infrastructure.
4Delivery and ready for service
1. 4.1
  The Provider shall carry out the Provider Works in accordance with the Technical Specification and use [all] reasonable endeavours to make the Suite ready for service by the Target RFS Date.
2. 4.2
  The Suite, or the capacity for a Ramp Step, is ready for service when the Provider Works for it are complete apart from minor defects that do not affect the Customer’s use; the Acceptance Tests have been passed, the Customer having had at least [five] Business Days’ notice and the opportunity to witness them; and the Provider has given the Customer written notice of readiness with the test results.
3. 4.3
  The Customer may dispute a notice of readiness by written notice with reasons within [five] Business Days. If the Parties cannot resolve the dispute within [ten] Business Days, either may refer it for expert determination under clause 26.3.
4. 4.4
  If the RFS Date has not occurred by the Target RFS Date, the Provider shall give the Customer a credit of [amount] for each day of delay, up to a total of [amount], deducted from the first Capacity Charge invoices.
5. 4.5
  If the RFS Date has not occurred by the Long-Stop Date, the Customer may terminate this agreement by written notice given before the RFS Date, and the Provider shall refund all amounts paid in advance and return the security under section 12 [and reimburse the Customer’s documented costs up to [amount]]. The credits under clause 4.4 and the rights in this clause are the Customer’s only remedies for delay.
  Drafting note. Customers often ask for higher delay credits or their full losses. A fixed cap protects you from the cost of their delayed deployment, which can be much larger than your charges. Set the long-stop date with enough margin for grid and equipment delays.
6. 4.6
  The Target RFS Date and the Long-Stop Date are extended by any delay caused by the Customer or the Customer Fit-Out, by a change under clause 5.3, or by force majeure under section 24. Where the Customer causes the delay, the Charging Start Date is the date on which the RFS Date would otherwise have occurred.
5Fit-out and change requests
1. 5.1
  The Provider is responsible for the Provider Works and the Base Infrastructure up to the Demarcation Points, and the Customer for the Customer Fit-Out, as set out in Schedule 3.
2. 5.2
  The Customer shall submit designs and method statements for the Customer Fit-Out at least [number] Business Days in advance for the Provider’s approval, which shall not be unreasonably withheld or delayed, and shall use competent contractors approved by the Provider, comply with the Site Rules and the permit-to-work system, and bear the cost.
3. 5.3
  Either Party may propose a change to the Provider Works, the Technical Specification or the ramp schedule. The Provider shall respond within [ten] Business Days with the effect on cost, the Target RFS Date, the charges and the specification. A change takes effect only when both Parties sign a written change order.
4. 5.4
  The Customer shall pay the cost of changes it requests [plus a margin of [number]%], as a lump sum or, if agreed, through an increase in the Capacity Charge over the Term.
  Drafting note. Recovering customer-specific costs through the capacity charge is common for long terms, but then your recovery depends on the customer staying the full term. Reflect any such costs in the termination amount in clause 18.5.
5. 5.5
  The Provider shall not change the Base Infrastructure so as to reduce its resilience or performance below the Technical Specification without the Customer’s prior written consent.
6Operation, access and Site Rules
1. 6.1
  The Provider shall operate and maintain the Base Infrastructure under a planned maintenance programme, shared with the Customer at least [annually], and give the notice of maintenance required by the SLA Schedule.
2. 6.2
  The Customer is responsible for operating, maintaining and securing the Customer Equipment and the Customer Fit-Out.
3. 6.3
  The Customer’s authorised personnel and contractors may enter the Suite at any time, subject to the Site Rules. The Provider may enter the Suite on reasonable notice to maintain or inspect the Base Infrastructure, or without notice in an emergency, following the Customer’s reasonable security procedures.
4. 6.4
  The Customer shall comply, and ensure that its personnel, contractors and visitors comply, with the Site Rules. The Provider may update the Site Rules on [30] days’ written notice, or immediately where required for safety, security or compliance with law, provided that no update materially reduces the Customer’s rights.
5. 6.5
  The Customer Equipment and the Customer Fit-Out remain the property of the Customer or its financiers or lessors. The Provider [to the extent permitted by law] waives any lien or other security right over them.
7Service levels
1. 7.1
  The Provider shall provide the Services in accordance with the service levels and service credits in the service level schedule [attached to this agreement as a further schedule / agreed between the Parties and dated [date]] (the “SLA Schedule”).
  Drafting note. Use the separate SLA schedule template. For wholesale, the key measures are power availability at the Demarcation Points, temperature and humidity in the Suite (or supply water temperature for liquid cooling) and response times.
2. 7.2
  Service credits are a price adjustment reflecting the reduced value of the Services and are the Customer’s sole financial remedy for a failure to meet a service level, without affecting its right to terminate under clause 18.3.
8Capacity Charge and take-or-pay
1. 8.1
  From the Charging Start Date of each Ramp Step, the Customer shall pay a monthly charge equal to the Committed IT Load for the current Ramp Step multiplied by the price per kW per month in Schedule 2 (the “Capacity Charge”).
  Drafting note. This template uses the most common wholesale model: a capacity charge per kW plus energy at cost. Alternatives include an all-in price per kW including energy (simpler, but you carry the energy price risk), a price per kWh with a minimum monthly consumption, or the customer buying its own energy with you charging only for capacity and losses. If you use another model, rewrite sections 8 and 9 together.
2. 8.2
  The Capacity Charge is payable in full whether or not the Customer uses all or any of the Committed IT Load.
3. 8.3
  The Customer shall also pay the one-time, remote hands, cross-connect and other charges in Schedule 2.
9Energy
1. 9.1
  The Customer shall pay a monthly energy charge (the “Energy Charge”) equal to the kilowatt-hours (kWh) measured at the Customer’s IT meters at the electrical Demarcation Points during the month, multiplied by the PUE Factor and by the Energy Rate.
2. 9.2
  The “Energy Rate” is the Provider’s actual cost per kWh of electricity supplied to the Facility in the month, including [energy, supplier charges, network charges, energy taxes and levies, and guarantees of origin], [without mark-up / plus a handling fee of [amount] per kWh].
3. 9.3
  The “PUE Factor” is [fixed at [number] for the Term / the measured power usage effectiveness of [the Facility / the Suite] for the month, calculated in accordance with [standard, for example ISO/IEC 30134-2], subject to a maximum of [number]].
  Drafting note. A fixed PUE factor gives the customer certainty and lets you keep the gain from running efficiently, but you carry the risk of hot summers and partial loading. A measured PUE passes that risk to the customer, who will usually want a cap. A middle route is a fixed factor with a band, outside which gains or losses are shared. Low loads early in the ramp often produce a high measured PUE, so consider a fixed factor until a stated load is reached.
4. 9.4
  The Provider shall give the meter readings, the PUE calculation and the Energy Rate with each invoice. The Customer may, once in each contract year and at its own cost, have an independent auditor review the energy charges for the previous [12] months, and any error shall be corrected in the next invoice.
5. 9.5
  IT meters shall meet the accuracy class in the Technical Specification and be tested at least every [number] years. If a meter is found outside that accuracy, charges shall be corrected for the period of the error, up to [number] months back.
6. 9.6
  [The Provider shall supply [all / [number]%] of the energy to the Suite backed by guarantees of origin from renewable sources and give evidence of their cancellation each year.]
10Invoicing and payment
1. 10.1
  The Provider shall invoice the Capacity Charge monthly in advance and the Energy Charge and usage charges monthly in arrears, pro rata for part months. Invoices are payable within [30] days, in [currency], exclusive of value added tax, which the Customer shall pay in addition or account for under the reverse-charge mechanism where it applies.
2. 10.2
  Overdue amounts bear interest from the due date until payment at [the statutory late-payment rate in [country] / [number]% per year above [reference rate]].
3. 10.3
  If the Customer disputes an invoice in good faith, it shall notify the Provider in writing with reasons within [15] days and pay the undisputed part by the due date. A disputed amount is not treated as overdue for the purposes of section 15 while the dispute continues.
11Indexation
1. 11.1
  The Capacity Charge and the other fixed charges in Schedule 2, but not the Energy Charge, shall be adjusted on each anniversary of [the first Charging Start Date / 1 January] by the percentage change in [index, for example the national consumer price index for [country] published by [statistics authority]] over the most recent 12-month period published [, subject to a minimum of [number]% and a maximum of [number]% in any year].
  Drafting note. Over a term of ten years or more, indexation is often worth more than any discount negotiated at signing. Commonly a national consumer price index or the eurozone harmonised index is used, sometimes with a cap and a floor; some providers index part of the charge to a construction or labour cost index. Say expressly whether charges can fall.
2. 11.2
  If the index stops being published or its basis changes materially, the Parties shall use the published index that most closely replaces it, adjusted so that clause 11.1 has as nearly as possible its original effect, failing agreement within [30] days as determined under clause 26.3.
12Security for payment
1. 12.1
  Within [number] Business Days after signing, the Customer shall provide, as stated in Schedule 2:
  1. (a)a cash deposit of [amount / [number] months’ Capacity Charge at the Contracted Capacity];
  2. (b)an on-demand bank guarantee for the same amount from a bank rated at least [rating], valid until [number] months after the end of the Term; or
  3. (c)a guarantee of the Customer’s obligations from [guarantor legal name] (the “Guarantor”), in the agreed form.
  Drafting note. The right amount depends on the customer’s credit and on how much of your investment is specific to this customer. A parent guarantee is common where the customer is a newly formed project company of a larger group. Ask your lenders what they require before agreeing the amount.
2. 12.2
  The Provider may draw on the deposit or bank guarantee for any undisputed amount more than [number] days overdue, and the Customer shall restore the security within [ten] Business Days.
3. 12.3
  If the bank’s rating falls below the level in clause 12.1(b), or the Guarantor becomes insolvent or its financial standing deteriorates materially, the Customer shall provide replacement security acceptable to the Provider, acting reasonably, within [20] Business Days.
4. 12.4
  The Provider shall return or release the security, less any amount applied under clause 12.2, within [30] days after the later of the end of the Term and completion of decommissioning under section 19.
13Expansion rights
1. 13.1
  During [the first [number] years of] the Term, before offering any Adjacent Capacity to a third party, the Provider shall give the Customer written notice of the capacity, its expected ready-for-service date and the main terms on which the Provider is willing to provide it (an “Offer Notice”).
2. 13.2
  The Customer may accept an Offer Notice in writing within [30] Business Days, in which case the Parties shall within a further [30] Business Days sign an amendment adding the capacity on the terms of the Offer Notice and otherwise on the terms of this agreement [, extending the Term to at least [number] years after the new capacity is ready for service].
3. 13.3
  If the Customer does not accept within the period in clause 13.2, the Provider may within [nine] months contract with a third party for that capacity on terms not materially more favourable to the third party than the Offer Notice. Otherwise it must first give the Customer a new Offer Notice.
  Drafting note. A right of first offer (the customer gets the first chance to buy) is lighter than a right of first refusal (the customer may match any third-party offer). A right of first refusal makes other buyers reluctant to negotiate with you, so avoid it unless the customer’s commitment justifies it.
4. 13.4
  The rights in this section end if the Customer is in material breach, has an undisputed amount more than [number] days overdue, or has assigned this agreement other than to an Affiliate under clause 20.1.
14Term and extension
1. 14.1
  This agreement starts on the date at the top of it and, unless ended earlier, continues until [number] years after [the RFS Date / the Charging Start Date of the final Ramp Step] (the “Initial Term”).
  Drafting note. Commonly five to fifteen years for wholesale capacity. Longer terms make the project easier to finance; the customer will want the term to fit its own hardware cycles and demand forecasts.
2. 14.2
  The Customer may extend the Initial Term by [number] periods of [number] years each, by written notice at least [number] months before the end of the current term. During an extension the charges continue as indexed [/ are reset to market rates as agreed or, failing agreement, as determined under clause 26.3]. The Initial Term with any extension is the “Term”.
15Suspension
1. 15.1
  If an undisputed amount remains unpaid [number] days after its due date, the Provider may give written notice of non-payment to the Customer [, the Guarantor] and any financier notified under clause 20.4. If the amount is still unpaid [20] Business Days later, the Provider may suspend the Customer’s unescorted access to the Suite and all services other than power and cooling.
2. 15.2
  The Provider shall not suspend power or cooling for non-payment unless the amount remains unpaid [number] days after suspension under clause 15.1 and the Provider has given the persons named in clause 15.1 a final written warning at least [number] Business Days in advance.
  Drafting note. Cutting power to a wholesale customer can affect thousands of end users and may be restricted by local law. Many providers never use it and rely on the security and termination instead. Have counsel review this clause.
3. 15.3
  The Provider may also suspend any Service immediately, to the extent and for as long as necessary, to prevent an imminent risk to safety, security or the integrity of the Facility, or to comply with law. Charges continue during a suspension under clause 15.1 or clause 15.2.
16Liability
1. 16.1
  Nothing in this agreement limits or excludes either Party’s liability for death or personal injury caused by its negligence, for fraud, [for gross negligence or wilful misconduct,] or for any liability that cannot be limited or excluded by law.
2. 16.2
  Subject to clause 16.1, neither Party is liable to the other for loss of profit, revenue, business, contracts or goodwill, loss of anticipated savings, loss or corruption of data, or any indirect or consequential loss.
3. 16.3
  Subject to clauses 16.1 and 16.4, each Party’s total liability under or in connection with this agreement in any contract year is limited to [[number]% of the Capacity Charge payable for that year / [amount]].
4. 16.4
  The limit in clause 16.3 does not apply to the Customer’s obligation to pay the charges or amounts under clause 18.5. Liability for physical damage to the other Party’s property is limited to [amount] per event [instead of the limit in clause 16.3].
17Insurance
1. 17.1
  The Provider shall insure the Facility and the Base Infrastructure for their reinstatement value and its loss of income for [number] months. The Customer shall insure the Customer Equipment and the Customer Fit-Out for their full replacement value. Each Party shall maintain general liability insurance of at least [amount] per event with reputable insurers, provide evidence on request, and [procure that its property insurers waive subrogation against the other Party where available on reasonable terms].
18Termination
1. 18.1
  Either Party may terminate this agreement by written notice with immediate effect if the other Party commits a material breach and, where it can be remedied, fails to remedy it within [60] days after written notice, or if the other Party becomes insolvent, enters into any insolvency or similar procedure, or ceases to carry on business.
2. 18.2
  The Provider may terminate this agreement by written notice if any undisputed amount remains unpaid [number] days after the notice of non-payment under clause 15.1 and the security under section 12 has been exhausted or is unavailable.
3. 18.3
  The Customer may terminate this agreement under clause 4.5 or clause 24.2, or where the SLA Schedule gives a right to do so for repeated or prolonged service failures.
4. 18.4
  The Customer may not terminate this agreement for convenience during the Initial Term [, except on [number] months’ written notice given after [date] and payment of the amount in clause 18.5].
5. 18.5
  If the Provider terminates under clause 18.1 or clause 18.2 [, or the Customer terminates under clause 18.4], the Customer shall pay, as compensation for the loss of the committed charges, [the Capacity Charges for the rest of the Initial Term discounted to present value at [number]% per year / the unamortised cost of the Provider Works and customer-specific changes plus [number] months’ Capacity Charge], less any amount the Provider recovers by re-contracting the capacity within [number] months.
  Drafting note. Your lenders will read this clause most closely, and it is the one most likely to be challenged if it is out of proportion to your actual loss. Have counsel confirm that the formula is enforceable under the governing law.
19Decommissioning and handback
1. 19.1
  At least [number] months before the end of the Term, the Customer shall give the Provider a decommissioning plan. By the end of the Term, the Customer shall remove the Customer Equipment and the Customer Fit-Out (except items the Provider elects in writing to keep [without payment]), make good any damage, and return the Suite in the condition in which it was handed over, fair wear and tear excepted.
2. 19.2
  The Customer may, by notice at least [number] months before the end of the Term, request a decommissioning period of up to [number] months, during which it shall pay [the Capacity Charge for capacity still in use / [number]% of the last Capacity Charge] and the Energy Charge. The Customer is responsible for removing or securely destroying all storage media and data.
3. 19.3
  For any Customer Equipment remaining after the end of the Term or decommissioning period, the Customer shall pay [number]% of the last monthly Capacity Charge for each month or part month. After at least [30] days’ written notice to the Customer and any financier notified under clause 20.4, the Provider may remove and store it at the Customer’s cost and risk, and after a further [number] days’ notice dispose of it, accounting for any proceeds after deducting amounts owed.
4. 19.4
  Accrued rights are not affected by the end of this agreement. Sections 10, 16, 19, 21, 23 and 26 and clauses 12.4 and 18.5 continue to apply after it ends.
20Assignment, financing and step-in
1. 20.1
  Neither Party may assign this agreement without the other’s prior written consent, which shall not be unreasonably withheld or delayed, except that either Party may assign to an Affiliate of equal or better financial standing if the security under section 12 continues or is replaced, the Provider may assign to a buyer of the Facility who agrees to be bound, and either Party may assign its rights by way of security to its financiers.
2. 20.2
  The Customer may allow its Affiliates and its own customers to place equipment in the Suite, remaining responsible for them as for its own personnel and equipment. Any other sharing of the Suite requires the Provider’s consent, not to be unreasonably withheld.
3. 20.3
  Within [15] Business Days of request, the Customer shall sign a direct agreement with the Provider’s financiers, in customary form, under which the Customer gives them notice of any Provider default and [number] days to remedy it before terminating, the financiers or their nominee may step in and take over the Provider’s rights and obligations, and the Customer consents to a transfer to a transferee approved by the financiers. The direct agreement shall not materially increase the Customer’s obligations or reduce its rights.
  Drafting note. Financiers of new data centres almost always require this. Agreeing the principle at signing stops it becoming a point of leverage later. Expect the customer to ask that any transferee be a competent data centre operator.
4. 20.4
  Where Customer Equipment is financed or leased, the Customer shall notify the Provider of the financier, and the Provider shall within [15] Business Days of request sign an agreement with that financier, in customary form, confirming that it has no claim to the equipment and allowing the financier, on enforcement, to access and remove it subject to the Site Rules and payment of charges for the period of access.
5. 20.5
  [If a failure of the Base Infrastructure causes or imminently threatens a loss of power or cooling to the Suite, and the Provider has not begun to remedy it within [number] hours of the Customer’s notice, the Customer may, using contractors approved by the Provider and following the Site Rules, take reasonable emergency steps to remedy it at the Provider’s reasonable cost.]
  Drafting note. Optional customer step-in for emergencies. Operators often resist it because of safety and warranty risks on live plant. If you agree to it, limit it to emergencies, pre-approved contractors and named systems.
21Confidentiality
1. 21.1
  Each Party shall keep confidential the terms of this agreement and all non-public information about the other Party, the Facility and the Customer Equipment that it receives under it, using it only to perform this agreement, except for disclosure to its Affiliates, professional advisers, insurers, financiers and prospective financiers or buyers bound by confidentiality, or as required by law or stock exchange rules. This section continues for [three] years after this agreement ends.
22Introduction through the platform
1. 22.1
  The Parties acknowledge that they were introduced through AICapacity and that the terms of use of AICapacity that each of them has accepted continue to apply to any agreement between them arising from that introduction. AICapacity is not a party to this agreement and has no rights or obligations under it.
23Personal data
1. 23.1
  To run access control and security, the Provider processes personal data about the Customer’s personnel, contractors and visitors, including access lists, identity checks, visitor logs and CCTV recordings, and contact details for administering this agreement. Each Party acts as an independent controller of the personal data it receives and shall comply with applicable data protection law, including the General Data Protection Regulation (EU) 2016/679.
2. 23.2
  The Customer shall give the Provider’s privacy notice to the people it sends to the Facility and share only the personal data needed for access and security. The Provider shall keep visitor logs and CCTV recordings no longer than its published retention periods, except where needed to investigate an incident.
3. 23.3
  The Provider does not access or process data stored on the Customer Equipment. If a service would require it to process personal data on the Customer’s behalf, the Parties shall first sign a data processing agreement meeting Article 28 of the General Data Protection Regulation.
24Force majeure
1. 24.1
  Neither Party is liable for a delay or failure caused by an event beyond its reasonable control, including natural disaster, war, terrorism, epidemic, governmental action, or a failure of the public grid outside the Facility lasting longer than the Facility’s backup systems are designed to cover, provided that it notifies the other promptly and takes reasonable steps to limit the effects. This clause does not excuse payment of money already due.
2. 24.2
  The Capacity Charge abates in proportion to any capacity that cannot be provided because of force majeure. If a force majeure event prevents a material part of the Services for more than [90] consecutive days, either Party may terminate this agreement by written notice, and clause 18.5 does not apply.
25General
1. 25.1
  This agreement is the entire agreement between the Parties about its subject matter and supersedes any letter of intent or term sheet concerning it. A variation is effective only if in writing and signed by both Parties. A failure or delay in exercising a right is not a waiver of it. Nothing in this agreement creates a partnership or joint venture.
2. 25.2
  If any provision is found invalid, the rest continues in force, and the Parties shall replace it with a valid provision as close as possible to its intended effect.
3. 25.3
  Notices shall be in writing and sent by email to the addresses below, with a copy by post or courier where the notice concerns a breach, suspension or termination. This agreement may be signed in counterparts and by electronic signature.
26Governing law and disputes
1. 26.1
  This agreement and any dispute or claim arising out of or in connection with it are governed by the laws of [governing law].
2. 26.2
  Subject to clause 26.3, any dispute arising out of or in connection with this agreement shall be finally resolved by [arbitration under the rules of [arbitral institution], with the seat of arbitration in [city] and the proceedings conducted in English / the courts of [country and city]].
  Drafting note. Common choices for Nordic and European capacity deals: Swedish law with arbitration under the SCC Arbitration Rules seated in Stockholm, or English law with arbitration under the LCIA Rules seated in London. Arbitration keeps disputes confidential, which matters for site and pricing information. Align the choice with your financing documents, and have counsel confirm it for your deal.
3. 26.3
  A dispute about readiness for service, metering, the PUE Factor, a replacement index or a reset of charges may be referred by either Party to an independent expert with relevant data centre experience, appointed by agreement or, failing agreement within [ten] Business Days, by [appointing body]. The expert acts as an expert and not as an arbitrator, and the decision is final and binding except for manifest error.

Schedule 1Capacity and ramp schedule

The Suite, the committed capacity and the dates that drive the charges. Add or remove Ramp Steps as needed.

Term	To fill in
Facility	[site name and address]
Suite	[identifier], approximately [number] m² of whitespace, as shown on the plan in [annex]
Contracted Capacity	[number] kW of IT load
Ramp Step 1	[number] kW Committed IT Load from [Ramp Date]
Ramp Step 2	[number] kW Committed IT Load (cumulative) from [Ramp Date]
Ramp Step 3	[number] kW Committed IT Load (cumulative) from [Ramp Date]The final Ramp Step should equal the Contracted Capacity.
Target RFS Date	[date]
Long-Stop Date	[date]See clause 4.5.
Delay credit	[amount] per day, capped at [amount]
Deferral right	[none / up to [number] months for [one / each] Ramp Step]See clause 3.4.
Adjacent Capacity	[identifiers and approximate kW of halls or suites subject to section 13]
Right of first offer period	[number] years from [the RFS Date]
Initial Term	[number] years from [the RFS Date / the final Charging Start Date]
Extension options	[number] × [number] years, notice at least [number] months before expiry
Decommissioning period	Up to [number] months on request

Schedule 2Pricing schedule

Charges in [currency], exclusive of VAT. Fixed charges are subject to indexation under section 11.

Term	To fill in
Capacity Charge	[amount] per kW of Committed IT Load per monthTake-or-pay from each Charging Start Date.
Energy Rate	Provider’s actual cost per kWh as described in clause 9.2
PUE Factor	[fixed at [number] / measured under [standard], capped at [number]]
Overage rate	[amount] per kW above the Committed IT Load per month
Deferral reservation fee	[amount / [number]% of Capacity Charge]
One-time charges	[amount] for [customer-specific Provider Works / none]
Remote hands	[amount] per hour in business hours, [amount] outside
Cross-connects	[amount] one-time and [amount] per month each
Indexation	[index], on [date], [floor [number]% / cap [number]%]
Security	[cash deposit / bank guarantee / guarantee from [Guarantor]] of [amount]

Schedule 3Technical specification

The design of the Suite and the Base Infrastructure that the Provider must deliver and maintain. Attach detailed drawings and the Acceptance Test plan as annexes.

Term	To fill in
Power density	Average [number] kW per rack; maximum [number] kW per rack; maximum [number] kW per row
Electrical redundancy	[N / N+1 / 2N / distributed redundant] from [utility intake] to the Demarcation Points
UPS autonomy	[number] minutes at full IT load
Backup generation	[number] generators, [N+1], fuel for [number] hours at full load
Cooling type	[air cooling with containment / rear-door heat exchangers / direct-to-chip liquid cooling / immersion]
Cooling redundancy	[N+1 / 2N]
Environmental conditions	Supply air [number]–[number] °C, relative humidity [number]–[number]%
Liquid cooling (if any)	Facility water [number] °C, flow [number] l/s, connection points at [location]The boundary between facility water and the Customer’s cooling loop is a Demarcation Point.
Tier or design standard	[design standard and availability class, for example under EN 50600], [certified / designed to]
Floor	[raised floor / slab], loading [number] kN/m²
Fire protection	[detection type]; [suppression type]
Security	[perimeter fence, vehicle control, mantrap, CCTV, card and biometric access to the Suite]
Connectivity	[number] diverse fibre entry points; [number] meet-me rooms
Demarcation Points	Electrical: [PDU outgoing terminals / busbar tap-off]; cooling: [valves at the Suite boundary]; connectivity: [meet-me room patch panel]
Customer Fit-Out	[racks, containment, in-rack PDUs, structured cabling, coolant distribution units and secondary cooling loop]
IT metering	Accuracy class [class], at [location], readable remotely by the Customer
Acceptance Tests	[integrated systems testing at full design load using load banks], per the test plan in [annex]

Signed for and on behalf of the Provider

Name

Title

Date

Signature

Signed for and on behalf of the Customer

Name

Title

Date

Signature

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Wholesale whitespace agreement

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Wholesale data centre capacity agreement

Background

1Definitions and interpretation

2The Suite and the Services

3Committed IT Load and ramp

4Delivery and ready for service

5Fit-out and change requests

6Operation, access and Site Rules

7Service levels

8Capacity Charge and take-or-pay

9Energy

10Invoicing and payment

11Indexation

12Security for payment

13Expansion rights

14Term and extension

15Suspension

16Liability

17Insurance

18Termination

19Decommissioning and handback

20Assignment, financing and step-in

21Confidentiality

22Introduction through the platform

23Personal data

24Force majeure

25General

26Governing law and disputes

Schedule 1Capacity and ramp schedule

Schedule 2Pricing schedule

Schedule 3Technical specification

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