General Terms and conditions of cc cloud GmbH

These General Terms and Conditions consist of

• the General Terms and Conditions, Part A,
• the Special Terms and Conditions for Work Services, Part B,
• the Special Terms and Conditions for the Licensing of Software, Part C, and
• the Special Terms and Conditions for Data Center Services, Part D.

All parts are hereinafter collectively the "GTC". These GTC apply to all contracts on the basis of which cc cloud GmbH based in Solingen - hereinafter "cc cloud" - provides or performs services and/or deliveries (including the delivery of hardware and the provision of software) - hereinafter collectively "services" - to its commercial partner - hereinafter "Customer".

1. Scope of application, no validity of other terms and conditions

1.1 The provisions of Part A apply unless otherwise stipulated in Parts B to D inclusive.

1.2 These GTC and any further terms and conditions of cc cloud will apply exclusively, to the extent that these are expressly agreed with the Customer.
The Customer's terms and conditions will not become part of the contract even if cc cloud does not expressly object to their inclusion. If the Customer does not agree to this, he must inform cc cloud of this circumstance immediately in writing.
We hereby expressly object to any reference in the form to the Customer's general terms and conditions.

1.3 A renewed reference to the validity of these GTC in future offers and contracts is not required.

2. Changes to the GTC

2.1 cc cloud is entitled to change the GTC with effect also within the existing contractual relationship in compliance with the following procedure.

2.2 cc cloud will notify the Customer of any changes to the GTC at least 30 days before the planned entry into force of the changes.The Customer may object to the changes in writing within 30 days of receipt of the notice. If no objection is made and the Customer continues to use the services after the objection period has expired, the changes will be deemed to have been effectively agreed for all services provided from the expiry of the objection period.

2.3 In the above notice, cc cloud draws attention to the above deadline and the legal consequences of its expiry if the option to object is not exercised.

3. Offers, conclusion of contracts

3.1 The general descriptions of cc cloud's services (e.g. on the websites or in advertising brochures) are non-binding and do not constitute an offer to conclude a contract.

3.2 All offers from cc cloud are subject to change and non-binding, unless a binding period is expressly stated in the offer.If an offer from cc cloud is expressly designated as binding, but without specifying a binding period, cc cloud will be bound by the offer for four weeks (from its receipt by the Customer).

3.3 Orders of the Customer will only be deemed accepted by cc cloud if they are confirmed by cc cloud in writing or in text form (e.g. by email), but in any case by commencing the provision of the ordered services.

3.4 cc cloud will not assume any procurement risk if cc cloud has concluded a procurement contract with the supplier for the owed delivery, unless cc cloud is responsible for the late or incorrect self-delivery.The Customer will be informed immediately if the delivery is not available. Any payment already made will be refunded immediately.

3.5 cc cloud reserves all existing property rights and copyrights to the offer and to all offer-related illustrations, drawings, calculations, concepts, plans and other offer-related documents and materials - hereinafter collectively ‘offer’; the offer may not be made accessible to third parties without the express, prior and written permission of cc cloud.

4. Content, scope and specifications of the services

4.1 In case of doubt, the basis for the content and scope of the services will be the order confirmation from cc cloud or, if no such confirmation exists, the offer from cc cloud.

Specifications of the services in terms of content, scope, quantity and/or quality may also result from additional contractual documents (e.g. Service Level Agreement).

4.2 cc cloud reserves the right to make customary deviations in quantity, weight and quality as well as minor technical, constructive and design changes, in particular improvements, even after conclusion of the contract, if and to the extent that these changes are reasonable for the Customer.

4.3 To the extent that the Customer has a specification from cc cloud designated as a service or product description, this will conclusively define the characteristics or quality of the service in question.The assumption of a guarantee is not to be assumed with such performance descriptions, illustrations, references to DIN standards etc.

5. Principles of service provision

5.1 cc cloud provides all services itself or through third parties.

5.2 For services that cc cloud provides at the Customer's request at a place other than cc cloud's place of business, travel costs and expenses will be charged in accordance with Article 15.1, unless agreed otherwise.

5.3 Unless a specific procedure has been agreed, cc cloud will provide the services at its reasonable discretion and in accordance with the recognized state of the art.

5.4 cc cloud is entitled to provide partial services - which can also be invoiced separately - if and to the extent that their acceptance does not involve disproportionate expenses for the Customer and the benefit of the service is not significantly restricted.

5.5 Unless expressly agreed otherwise, cc cloud is entitled to provide contractual documents in electronic form and in English.

6. Dates and deadlines

6.1 All delivery and performance dates and deadlines stated by cc cloud in the offer and/or otherwise are non-binding orientation values, unless cc cloud expressly designates dates and/or deadlines as binding.

6.2 A bindingly agreed delivery deadline will be deemed to have been met if the delivery item has been dispatched or collected within the deadline or, if dispatch or collection is delayed for reasons for which cc cloud is not responsible, if notice of readiness for dispatch has been given within the agreed deadline.

6.3 All deadlines and performance periods are subject to cc cloud receiving correct, complete and timely deliveries from its suppliers.This will only apply in the event that cc cloud is not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with the supplier concerned.

6.4 All deadlines and implementation periods will be postponed or extended, subject to all other rights, by the period in which the Customer is in default of payment.

7. Change requests of the Customer

7.1 The Customer may propose changes and additions to the services at any time after conclusion of the contract. cc cloud will initiate an analysis of the proposal.For this, cc cloud may demand remuneration based on time spent in accordance with the agreed hourly or daily rates.

7.2 Precondition for the implementation of changes or additions proposed by the Customer after conclusion of the contract is a corresponding agreement between the parties, in writing or in text form.To the extent that nothing has been agreed in such an amendment agreement with regard to deadlines and/or implementation periods, the implementation of an amendment agreement will result in a postponement of agreed milestones and an extension of agreed implementation periods corresponding to the amendment or supplementary work.

8. Handover and acceptance of services

8.1 Unless agreed otherwise, the handover of services will take place at cc cloud's place of business.

8.2 The dispatch of hardware and/or software or service results as well as the transmission of services to the Customer will be at the Customer's risk.

8.3 The Customer is required to accept the services on time.

8.4 cc cloud reserves the right to insure deliveries against transportation damage and loss.The Customer is required to notify cc cloud of any damage and/or loss immediately after delivery so that cc cloud can protect claims against the transport insurer.

8.5 The Customer is required to inspect the services in due time.The statutory complaint duties of § 377 HGB apply.

9. Reservation of title

9.1 All delivered goods will remain the property of cc cloud until the purchase price has been paid in full and until all claims resulting from the business relationship have been settled in full (extended withholding of title).Any disposal of the goods subject to withholding of title by the Customer is only permitted in the Customer's regular course of business. Under no circumstances, however, may the goods be transferred to third parties as security in the ordinary course of business.

9.2 If the goods are sold in the regular course of business, the purchase price paid will take the place of the goods.The Customer hereby assigns to cc cloud any claim arising from a possible sale. The Customer is authorized to collect these claims as long as he meets his payment duties towards cc cloud. With regard to the extended withholding of title (advance assignment of the respective purchase price claim), an assignment to third parties, in particular to a credit institution, is contrary to the contract and inadmissible. cc cloud is entitled to check the Customer's sales documents at any time and to inform the Customer's purchaser of the assignment.

9.3 If the Customer's claim has been included in a current account, the Customer hereby assigns its claim from the current account against its purchaser to cc cloud.The assignment will be made in the amount that cc cloud had charged the Customer for the resold reserved goods.

9.4 In the event of an attachment of the goods at the Customer's premises, cc cloud is to be informed immediately, sending a copy of the enforcement protocol and an affidavit, that the attached goods are the goods delivered by cc cloud and subject to withholding of title.

9.5 If the value of the securities pursuant to the preceding paragraphs of this section exceeds the amount of the outstanding claim secured thereby after deduction of the security costs by more than 20% for the foreseeable future, the Customer will be entitled to demand the release of securities from cc cloud to the extent that the excess exists.

10. Cooperation of the Customer

10.1 The Customer will support cc cloud in the provision of the agreed services to the extent necessary and reasonable for the Customer and will ensure, within the scope of its cooperation, that all requirements for the proper implementation of the contract are fulfilled in its area of responsibility in good time and free of charge for cc cloud.

In particular, the Customer will, to the extent necessary and reasonable,

• provide cc cloud in good time with all documents and information required by cc cloud for the contractual provision of services,
• provide the IT infrastructure (e.g. PC workstations, printers, computer time, test data) required for the contractual provision of services at the Customer's premises,
• allow cc cloud or cc cloud's agents access to the relevant locations and services within normal working hours, and
• encourage its employees to cooperate with cc cloud or its authorized representatives.

Further cooperation services of the Customer may be specified in the offer.

10.2 To the extent that special legal, official and/or operational safety regulations are to be observed, the Customer will make these regulations available to cc cloud in good time before the start of the provision of services.

10.3 The Customer will notify cc cloud immediately of any errors and defects in the services that it discovers.

11. Provisions of the Customer

11.1 All supplies agreed between the parties or required from the Customer (software, data, documents, etc.) must be provided by the Customer in good time, free of charge for cc cloud and in the form and quality required for the contractual provision of services.The place of provision will be cc cloud's place of business, unless expressly agreed otherwise.

11.2 The Customer is exclusively responsible for the provision of materials.In particular, the materials provided must not breach applicable law (including copyright and other third-party rights).

11.3 To the extent that the Customer's contributions are protected by copyright or other protective statutes such as the Trademark Act, the Customer grants cc cloud the non-exclusive right, limited to the duration of the contract, to use the contributions within the scope of the contractual performance.All other rights remain with the Customer.

12. Delay; failure to provide co-operation or materials; cost implications

12.1 If the Customer does not comply with its duties to cooperate and/or provide materials and cc cloud is impeded in the provision of services as a result, cc cloud may refuse to provide the services owed until the cooperation services and/or materials have been provided in accordance with the contract.Such delays on the part of the Customer will lead to a corresponding postponement or extension of bindingly agreed deadlines and implementation periods.

12.2 The Customer will be required to compensate cc cloud for any damages incurred as a result of the Customer's inadequate cooperation and/or assistance.

13. Further duties and responsibilities of the Customer

13.1 The Customer will adequately test software programs and/or components (e.g. modules or bug fixes developed for him) provided to him on a test system before commencing productive use.

13.2 Before the start of productive use of the contractual software programs, the Customer must take appropriate measures in the event that the software program in question does not work properly.As a minimum, the Customer must carry out a data backup in advance.

13.3 Unless agreed otherwise, it is the Customer's responsibility to create the conditions (e.g. connection to the data network, procurement and operation of the required hardware and software, provision of storage space) for the contractual use of the services in his area of responsibility.

13.4 cc cloud will take all reasonable measures to exclude dangers from malware. However, cc cloud cannot guarantee the complete security of its systems and software.The Customer is accordingly required to take all reasonable measures in his area of responsibility to protect his systems against malware.

14. Remuneration and prices

14.1 Unless expressly agreed otherwise, all services will be provided and invoiced on a time basis in accordance with the hourly or daily rates stated in the offer, otherwise in accordance with cc cloud's current price list.Cost calculations contained in the offer or otherwise stated are non-binding unless they are expressly designated as a fixed price or as a binding upper limit.

cc cloud records the number of hours spent and keeps corresponding records (time sheets). The time spent will be confirmed in writing by the Customer at any time at the request of cc cloud, but in any case on completion of the respective service provision.

14.2 If a binding fixed price is agreed as remuneration for a service, this fixed price will only cover the services listed in cc cloud's offer with regard to this fixed price or otherwise expressly agreed with specific reference to the fixed price.

14.3 Article 14.2 applies accordingly to the agreement of recurrent (e.g. monthly) remuneration.

14.4 Unless agreed otherwise, prices are ex works.The costs for dispatch, transportation, packaging, insurance, customs etc. will be charged separately.

14.5 cc cloud is entitled to increase the remuneration and prices once per calendar year in accordance with the following provisions.

cc cloud will inform the Customer of the increase at least 60 days before the planned effective date of the increase. If the Customer does not agree to the increase, he may terminate the affected contractual relationships extraordinarily by written declaration within 45 days of receipt of the notice with effect from the date on which the change is intended to take effect. If no notice of termination is given in due time, the increase will be deemed to have been effectively agreed for all services rendered from the expiry of the notice period.

In the above notice, cc cloud draws attention to the above deadline and the legal consequences of its expiry if the termination option is not exercised.

14.6 In the case of contracts for the provision of recurrent services (e.g. hosting, housing or software-as-a-service), cc cloud is also entitled to adjust the agreed remuneration in accordance with the following provisions, namely in the case of

• a significant change in market conditions,
• a general change in wages or other employment costs and/or
• a change in procurement costs (e.g. due to price adjustments by suppliers or due to changes in taxes or other levies).

The adjustment will be made to the extent that the above case(s) affect the agreed services. cc cloud will inform the Customer of an adjustment at least 60 days before it comes into effect.

An adjustment may only be made once per calendar year. In the event of such an adjustment, the Customer has no extraordinary right of termination. However, an adjustment is excluded during the first twelve months of the contract term.

15. Other costs and expenses

15.1 Travel costs and expenses for business trips will be charged to the Customer as follows, unless agreed otherwise:

• Travel times are calculated in the same way as working hours, based on the agreed hourly rate.If no such agreement has been made, cc cloud's general price list will apply.
• Daily expenses are charged at the maximum tax rates applicable at the time.
• Accommodation costs will be invoiced in full with proof of the costs incurred.
• Costs for public transportation (train, bus, plane, etc.) will be charged in full with proof of the costs incurred.For journeys by car, the applicable maximum tax rate is charged per kilometer driven.

Business trips are all trips by cc cloud employees that are necessary for the contractual provision of services and/or requested by the Customer.

15.2 For postal deliveries or returns of materials, dispatch flat rates will be charged unless expressly agreed otherwise.

15.3 Costs and expenses arising from services not covered by the contractual agreements will be borne by the Customer.

The same applies to costs and expenses incurred by cc cloud due to

• incorrect or incomplete Customer information,
• inadequate cooperation or provision duties of the Customer or
• notices of defects by the Customer that turn out to be incorrect (e.g. because the defect in question does not fall under cc cloud's contractual or statutory duties to remedy defects) and/or arise as a result of defect analysis and/or defect rectification activities in this regard.

16. Terms of payment, invoicing, default of payment

16.1 All agreed prices and remunerations are subject to value added tax at the statutory rate applicable at the time the service is provided.

16.2 Unless expressly agreed otherwise, cc cloud will invoice its services as follows:

• for deliveries of hardware or software: on delivery
• for remuneration on a time and material basis: monthly and/or on completion of the service provision
• for recurrent remuneration (e.g. hosting or software-as-a-service): monthly in advance
• for usage-based (e.g. volume-based) remuneration: at the beginning of the current month for the previous month
• if a binding fixed price has been agreed: in accordance with the payment plan agreed in the offer or otherwise; if no payment plan has been agreed: on acceptance of the respective service by the Customer.

However, cc cloud reserves the right to provide services only against advance payment. In the case of combined deliveries and services, cc cloud will invoice the individual deliveries and the individual services in accordance with the above bullet points.

16.3 Invoices will be sent in electronic form, usually by email.The Customer will provide a suitable email address for this purpose.

16.4 Travel expenses are generally invoiced to the Customer in the month of travel or in the following month.

16.5 Agreed prices and remuneration are due on receipt of the invoice and must be paid within 14 calendar days without deduction, unless a different payment period is specified in the invoice.Discounts will not be accepted.

16.6 Payments will be deemed to have been made on the date and place on which cc cloud can dispose of the amount.Checks and bills of exchange will be accepted, if at all, on account of payment and will only be deemed payment after they have been cashed. Discount charges and costs will be borne by the Customer. Payments may only be made in the agreed currency.

17. Offsetting and withholding

17.1 The Customer may only offset cc cloud's claims against counterclaims that have been legally established or are undisputed.

17.2 The Customer's rights of withholding are only permitted to the extent that they relate to claims based on the same contractual relationship.

18. Lifetime of contracts

18.1 Unless agreed otherwise, contracts for the provision of recurrent services (e.g. hosting, housing or software-as-a-service) generally run for an indefinite period, subject to a minimum term of 12 months.

At the end of the minimum term, the contract is extended by renewal periods of 12 months each, unless it is terminated at the end of the minimum term or the respective renewal period, subject to a notice period of 6 months to the end of the quarter.

18.2 The right of either party to terminate the contract for good cause remains unaffected.An important reason exists for cc cloud in particular if the Customer is in default of payment despite a reminder.

18.3 The termination must be in writing to be effective.

19. Warranty for defects in services

19.1 Unless expressly agreed otherwise, cc cloud does not guarantee that the services will work together with third-party services or products.

19.2 The quality of software will be determined by the associated product description.

19.3 If cc cloud is required to remedy defects vis-à-vis the Customer, the Customer must describe the defects as precisely as possible in the form of defect reports.

19.4 To the extent that the services are subject to the law on defects under a rental agreement (e.g. Software-as-a-Service, temporary provision of software or housing), this will apply with the following proviso:

The Customer's right to terminate the contract for failure to grant use in accordance with Article 543 (2) (1) (1) BGB is excluded unless the establishment of use in accordance with the contract is deemed to have failed.

Subject to clauses 20.4 and 20.7, cc cloud's strict liability pursuant to Article 536a BGB for defects that already existed at the time the contract was concluded is excluded.

19.5 In all other respects, cc cloud will take the necessary measures in the event of statutory liability for defects, whereby cc cloud will have the right to choose between any measures provided for by law.

If cc cloud is required to provide supplementary performance to the Customer (rectification or replacement delivery), the Customer will allow cc cloud at least two attempts at supplementary performance.

In the event of a replacement delivery, the Customer is required to return the replaced service, to the extent that such a return is not excluded due to the object of the service.

The Customer will not be entitled to remedy the defect himself unless this is absolutely necessary in urgent cases of danger to operational safety or to prevent disproportionately large damage. In such a case, cc cloud must be notified immediately.

19.6 cc cloud will only pay damages and compensation for futile expenses due to a defect within the scope of clause 20.

19.7 Except in cases of intent (including fraudulent intent), claims arising from statutory liability for defects under the contract of sale or contract for work and services will become time-barred 12 months after delivery of the products or (in the case of work) after acceptance of the relevant services by the Customer.

20. Liability and limitation of liability

20.1 Information provided by cc cloud in brochures, advertisements, documentation and on the website does not constitute a guarantee and does not contain any assurance of properties.

20.2 To the extent that the Telecommunications Act (TKG) is applicable, cc cloud's liability is limited in accordance with § 70 TKG.Outside the scope of the TKG, cc cloud's liability is governed by the following provisions.

20.3 cc cloud will only be liable for its own fault as well as for the fault of its legal representatives, employees and other vicarious agents in accordance with the following provisions.

20.4 cc cloud will be liable without limitation for damages caused intentionally or through gross negligence by cc cloud or its legal representatives, executives or other vicarious agents.

20.5 In the event of a slightly negligent breach of duty on whose compliance the Customer could rely and whose fulfillment is essential for the proper implementation of the contract (so-called cardinal duty), cc cloud's liability will be limited to those damages which must typically be expected to occur within the framework of the relevant service relationship (so-called contractually foreseeable damages).Otherwise, liability for damage caused by minor negligence is excluded.

20.6 In cases of liability under paragraph 20.5, cc cloud's liability under the respective contractual relationship is further limited to an amount of EUR 250.000.00per claim and in total to an amount of EUR 500,000.00 under the respective contractual relationship.

20.7 Liability for fraudulent intent, personal injury and liability under the Product Liability Act will remain unaffected by the above provisions.

20.8 Liability for loss of data will be limited to the recovery costs for normal data backups (daily backup on the Customer side) unless data backup by cc cloud has been expressly agreed.

21. Force majeure

Events for which cc cloud, its legal representatives and its vicarious agents are not responsible ("force majeure"), in particular technical events beyond the control of cc cloud, power failures, non-functioning of telephone lines or other comparable technical obstacles and their consequences, will release cc cloud from the fulfillment of the contractually assumed duty to perform, which is made more difficult or impossible by these events, for the duration of their existence.

22. Protection of confidentiality; data protection and data security

22.1 The parties will keep confidential all information and knowledge obtained in the course of the performance of the contract - in particular business secrets pursuant to Article 2 (1) of the Trade Secrets Act (GeschGehG) - and other confidential information - for example of a technical, commercial or organizational nature as well as all information made available for the purpose of the performance of the contract, in particular such information resulting from protected documents - and to protect it from unauthorized access, disclosure, duplication, use and other misuse by third parties not involved in the performance of the contract ("duty to protect secrets").

The parties are required to take all reasonable measures to comply with the above confidentiality duty.

In any case, the parties are strictly prohibited from reverse engineering within the meaning of Article 3 (1) No. 2 GeschGehG.

22.2 Confidential information does not include information that is generally published by the disclosing party or that constitutes generally accessible knowledge.

22.3 The Customer will bear sole responsibility for compliance with the data protection regulations applicable to it.

22.4 To the extent that cc cloud carries out order processing for the Customer (within the meaning of Art. 28 of the General Data Protection Regulation), the parties will conclude a separate agreement on order processing.

22.5 If cc cloud uses third parties to provide the services resulting from the respective contractual relationship, cc cloud is entitled to disclose confidential information and data of the Customer to these third parties, to the extent that this is absolutely necessary for the contractual provision of services and is permitted by law.

22.6 cc cloud is further entitled to disclose confidential information and data of the Customer, to the extent that cc cloud is required to do so by law or official orders, and further to the extent that it concerns third parties who are required to protect secrets according to their profession.

22.7 To the extent that cc cloud carries out data backups or has them carried out, these primarily serve to restore the data and systems at the last possible recovery time after an emergency (disaster recovery).The Customer has no claim to individual recovery of data deleted by him.

23. Final provisions

23.1 Changes and supplements to the contractual relationship must be made in writing.This also applies to the revocation of this clause.

23.2 Should one or more provisions of these GTC and/or other contracts concluded between the parties be or become ineffective or should a loophole be found in them, the validity of the remaining provisions will not be affected and the ineffective provisions will be replaced or the loophole filled by an appropriate, permissible provision which the contracting parties intended or would have intended according to the meaning and purpose of the terms and conditions if they had been aware of the ineffectiveness or loophole.

23.3 The place of performance for all contractual services is cc cloud's place of business.

23.4 The exclusive place of jurisdiction for all disputes arising from or in connection with the contract will be cc cloud's place of business.

However, cc cloud will be entitled to bring an action in the court having jurisdiction over the Customer instead, or in any other court that may have jurisdiction under national or international law.

23.5 The parties agree that the law of the Federal Republic of Germany will apply to all legal relationships arising from this contractual relationship to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

23.6 The Customer hereby grants cc cloud the right to use the Customer's company name (company) in press releases and in marketing measures and materials for its own advertising purposes, in particular to name the Customer as a reference Customer of cc cloud.

The Customer may restrict or revoke the right granted above at any time by making a corresponding declaration to cc cloud (in writing or in text form).

24. Scope of the following regulations

The provisions of Part B will only apply to work services, for which they will take precedence over the other provisions of these GTC.

25. Acceptance of work results

25.1 cc cloud will notify the Customer in writing or in text form of the provision of work results under the contract for work and services for acceptance.The Customer will commence the acceptance test immediately and will accept each work result within a reasonable period of time, but at the latest within 7 calendar days from the provision of the respective work result, unless agreed otherwise below or otherwise.

25.2 cc cloud is entitled to participate in the acceptance test.Support of the Customer by cc cloud during the acceptance test will be subject to separate remuneration in accordance with cc cloud's current price list.

25.3 Insignificant defects in work results will not prevent acceptance.

25.4 Defects in the work results that are reported to cc cloud by the Customer within the acceptance test and that prevent acceptance will be remedied by cc cloud within a reasonable period of time.

The acceptance test will be deemed successful as soon as all defects reported in due time and preventing acceptance have been remedied or cc cloud has proven that they are not defects within the meaning of § 640 BGB.

25.5 The Customer will confirm successful acceptance to cc cloud in writing.

25.6 If the Customer does not declare or confirm acceptance in writing or in text form by the expiry of the acceptance period (see clause 25.1), nor does he justifiably notify cc cloud of the existence of defects preventing acceptance by the expiry of the acceptance period, the work results will be deemed to have been accepted.

In addition, the work results will be deemed to have been accepted when the Customer uses them productively.

25.7 cc cloud may demand the acceptance of partial results (e.g. self-contained service sections such as modules or epics, completed parts of the subject matter of the contract).The above provisions of this Article 25 will also apply to such acceptances.

In the event of acceptance of partial results, defects occurring during later partial acceptance which have their cause in the partial results already accepted will only prevent acceptance of the later partial results if the defect not only insignificantly impairs the interaction with the later partial results or not only insignificantly impairs the functionality and this was not recognizable to the Customer in isolation during the previous partial acceptance(s).

26. Rights of use to work results

26.1 Unless expressly agreed otherwise, cc cloud will grant the Customer a non-exclusive, spatially unrestricted and perpetual right to use the work results created individually for the Customer by cc cloud in accordance with the contractual agreements (excluding any third-party software included) (hereinafter "work results") for the contractually intended purpose or for the contractually agreed types of use, in each case exclusively for internal operational purposes.

26.2 As part of the provision of the services, cc cloud may use third-party software, in particular open source software, on which the usability of the work results may depend, without the consent of the Customer.The parties will agree on the rights to the third-party software in each individual case, in particular whether cc cloud grants the Customer a right to use the third-party software or whether the Customer acquires the right of use independently. In any case, the Customer is required to take into account the license conditions of third parties provided by cc cloud when using and, if applicable, passing on the work results.

26.3 To the extent that the work results are software and unless expressly agreed otherwise, the rights of use granted above will be limited to the object code of the software, i.e. the Customer will not be entitled to the source code.The Customer is only permitted to process the work results on the basis of a special agreement with cc cloud. cc cloud is expressly permitted to use AI applications (e.g. GitHub Copilot or Codeium) for the development of work results as part of the provision of services and is not required to identify AI-generated software code.

26.4 The granting of all rights of use will always be subject to the condition precedent of full payment to cc cloud of the remuneration owed by the Customer for the work result in question.

26.5 All rights of use and exploitation of the work results not expressly granted to the Customer will remain with cc cloud. In particular, cc cloud will have the right to use, disseminate and exploit without restriction all findings, concepts, procedures, methods, know-how, approaches, etc. on which the work results are based, as well as the work results themselves.

27. Scope of the following regulations

27.1 The provisions of Part C will only apply to the extent that cc cloud provides the Customer with computer programs and any associated accompanying material - hereinafter collectively "software" - for use on the Customer's systems, and in these cases will take precedence over the other provisions of these GTC.

27.2 The provisions of Part C will not apply to the provision and/or operation of software in the data center of cc cloud or its subcontractors for use by the Customer.

28. Scope and limits of the right of use

28.1 Unless agreed otherwise, the Customer will receive a simple, non-exclusive and non-transferable right to use the software for its own internal purposes.

28.2 Unless otherwise stated in the offer or license certificate, the right of use is granted for a limited period of time as a named user license (right of use for a named natural person).

28.3 Unless expressly permitted by the above grant of rights or by mandatory statutory provisions, the Customer is prohibited from distributing, leasing, sublicensing, duplicating, translating, decompiling, disassembling, descrambling or otherwise processing the software.

28.4 All trademark and copyright notices on or in the software must be left unchanged.

28.5 The rights of use granted by these GTC are limited to the object code of the software.There is no entitlement to the source code.

29. Proof of use

29.1 At cc cloud's request, the Customer will provide information in writing without delay and to a reasonable extent as to whether the software is being used in accordance with the contract.This notice must contain all information necessary for verification (e.g. number of user workstations or activated licenses).

29.2 The Customer will grant cc cloud reasonable access to its records and systems in order to verify the contractual use.cc cloud will treat all information received in this context as confidential and only make it accessible to third parties to the extent that this is absolutely necessary to protect the rights of cc cloud.

29.3 cc cloud is entitled to integrate appropriate technical measures to check the contractual use of the software.

30. Third-party software products

30.1 If the software is a third-party software product, different regulations may apply to these software products, in particular with regard to the scope and limits of the right of use.

The Customer must inform himself about the terms of use applicable to these software products and comply with them. cc cloud will make the relevant terms of use available to the Customer on request.

30.2 If the Customer is supplied with software products from a third-party provider that are not covered by the rights of use granted to the Customer (e.g. separate open source components), the Customer may only use these software products on the basis of a separate license, for the procurement of which the Customer is responsible.

30.3 The third-party software may have technical means to prevent unauthorized use.

31. Scope of the following regulations

The provisions of Part D only apply to services whose subject matter (also) includes

• the provision or operation of software or
• the central storage and/or processing of the Customer's data in the data center of cc cloud or its subcontractors for use by or for the Customer (e.g. hosting, software-as-a-service, infrastructure-as-a-service, platform-as-a-service, data recovery service) will take precedence over the other provisions of these GTC.

32. Availability of the services

Unless otherwise expressly agreed between the parties, cc cloud guarantees the Customer an availability of the services of 99.5% on a 12-month basis.

Periods of unavailability do not include individual outages or impairments in the accessibility of services during regular maintenance windows and/or during maintenance, installation or conversion work agreed with the Customer, or planned shutdowns or decommissioning during these periods agreed with the Customer. The regular maintenance windows are between 24:00 and 05:00 every day.

Periods in which the services are not available or only available to a limited extent due to technical or other circumstances beyond cc cloud's control (e.g. force majeure, disruptions in the telecommunications lines, fault of third parties) will also not be considered periods of unavailability.

Periods of unavailability will not include further periods in which cc cloud is unavailable due to

• an acute threat to their data, hardware and/or software infrastructure or that of their customers from external threats (e.g. viruses, port hacking, attacks by Trojans) or due to
• temporarily restricts access to the services in the event of a significant threat to the security of network operation or network integrity. In the event of such a decision, cc cloud will take into account the legitimate interests of its customers as far as possible and will do everything reasonable for cc cloud to lift the access restriction as quickly as possible.

32.1 The responsibility of cc cloud for the components used ends at the data interfaces of the data center of cc cloud or its subcontractors to the public data networks, unless expressly agreed otherwise.

32.2 If a Service Level Agreement has been agreed with the Customer, its provisions will take precedence in the event of deviations.

33. Duties of the Customer during use

33.1 The Customer is responsible for ensuring that the use of the services by him and/or his employees does not breach these GTC and/or applicable law.

33.2 In particular, the following actions are prohibited

• the use of right-wing extremist, racist, violence-glorifying, defamatory, lewd, sexually explicit, obscene or pornographic content and/or content that is likely to promote racism, fanaticism, hatred or physical violence,
• the use of content that insults, discriminates against or defames other users or other third parties,
• the use of content that breaches youth protection laws, data protection laws and/or other laws and/or content that is likely to promote or support illegal activities,
• the use of content that is legally protected or encumbered with third-party rights (e.g. copyrights) without being expressly and verifiably authorized to do so,
• the use of the services for sending advertising emails without meeting the legal requirements for advertising using electronic mail, and
• the entry of an Internet presence in connection with the services and visible to the public in search engines, to the extent that the use of key words in the entry breaches legal prohibitions, morality and/or the rights of third parties.

33.3 Furthermore, the use of the services for the following activities is prohibited:

• unauthorized spying and/or intrusion into other people's computer systems (hacking, phishing, ARP spoofing, web spoofing, etc.),
• the obstruction of third-party computer systems through the mass sending and/or forwarding of data streams and/or emails,
• the operation of open mail relays (spam or mail bombing, stalking, mail spoofing, etc.),
• the search for open access to computer systems (port scanning etc.),
• the falsification of IP addresses (DNS, DHCP, IP/MAC, URL spoofing, etc.), mail and/or news headers and the distribution of malware (viruses, worms, Trojans, etc.),
• the provision of IRC (Internet Relay Chat such as IRC servers, bots, bouncers), anonymization services (Tor, JAP, proxy servers, etc.), streaming services (download services, P2P file-sharing networks, etc.) and/or links to these, and
• the interruption and/or obstruction of communication services.

34. Scope and limits of the right of use for software-as-a-service and hosting

34.1 In the event of the provision or operation of software in the data center of cc cloud or its subcontractors for use by the Customer (in particular Software-as-a-Service), the Customer will receive a simple, non-exclusive and non-transferable right to access the software via the Internet for its own internal purposes, unless expressly agreed otherwise and subject to Article 34.2.

Unless otherwise stated in the offer or (SaaS) user certificate, the right of use is granted for a limited period of time as a named user license (right of use for a named natural person).

The rights of use to Software-as-a-Service granted by these GTC are limited to access to the software via the Internet. There is no entitlement to the provision of program code.

34.2 If the software is provided by the Customer (e.g. for hosting), the right to use the software ("license") will be determined exclusively in accordance with the agreements made between the Customer and its licensor.In this case, the Customer will also be responsible for ensuring that it has acquired a sufficient right of use to provide the software to cc cloud for the provision of services (e.g. hosting).

35. Blocking of services during the term of the contract

35.1 cc cloud is entitled to temporarily or permanently block individual or all of the Customer's access to the services if there are concrete indications that the Customer is in breach of these GTC or applicable law.When deciding on a blocking, cc cloud will take appropriate account of the legitimate interests of the Customer.

35.2 cc cloud is entitled to block individual or all of the Customer's access to the services if the Customer is in arrears with the payment of the remuneration due.

35.3 In the event of temporary or permanent blocking in accordance with Article 35.1 or Article 35.2, the Customer will not be entitled to a refund of any remuneration already paid.

36. Changes to the services by cc cloud

36.1 The content, scope and functions of the services may change in the course of the performance of the contract, in particular in the course of normal product development.

36.2 cc cloud will inform the Customer of such changes in text form as soon as possible and before the planned entry into force of the changes if, in cc cloud's opinion, these changes have a significant impact on the Customer's use of the services.

36.3 If changes are unreasonable for the Customer, the Customer may object to the changes in writing within 30 calendar days of receipt of the notice.If no objection is made and the Customer continues to use the (possibly amended) services after expiry of the objection period, the changes will be deemed to have been effectively agreed.

36.4 If the Customer objects to the changes and cc cloud cannot or cannot reasonably be expected to continue to provide the services in the unchanged form (e.g. because a change must be made for security reasons), cc cloud will be entitled to terminate the provision of the services without notice.

37. Technical requirements for the provision of services

cc cloud is responsible for selecting the components required for the operation and provision of the services as well as the necessary hardware and software tools for data backup, data security, monitoring and management. The Customer has no claim to the selection of specific components.

38. Duration of the provision and use of the services

38.1 Unless agreed otherwise, the provision of the services begins with their activation by cc cloud and runs thereafter for an indefinite period of time.

38.2 The provision of the services may be terminated by either party subject to a notice period of 30 calendar days to the end of the month.In the event of any other agreement (e.g. agreement of a minimum term), this will take precedence.

39. Consequences of the termination of benefits

39.1 When the termination of the services takes effect, the Customer's right to use them ends and cc cloud is entitled to block access to the services in question.

39.2 In the event of termination of the services, cc cloud will be entitled to delete all data of the Customer belonging to the services and affected by the termination after 30 calendar days from the effective date of the termination.The Customer is accordingly required

• to back up its data in good time before the termination takes effect or
• to commission cc cloud with a separately remunerated data backup in good time before the expiry of the above 30-day period.

As of 11/2024

(The German version of the GTC is leading and legally binding.)