Terms and Conditions

1.1 These General Terms and Conditions (GTC) apply to all contracts between clouditiv GmbH (hereinafter "clouditiv" or "Provider") and the customer for the use of the clouditiv platform and related services.

1.2 Deviating, conflicting or supplementary terms and conditions of the customer shall only become part of the contract if clouditiv has expressly agreed to their applicability in writing.

1.3 These GTC also apply to all future business relationships, even if they are not expressly agreed again.

2.1 The subject of the contract is the provision and operation of the clouditiv platform as a Software-as-a-Service (SaaS) solution for multi-cloud management and infrastructure orchestration.

2.2 The exact scope of services is determined by the respective service description and the selected service package.

2.3 clouditiv reserves the right to further develop and improve the platform, insofar as this is reasonable for the customer and does not constitute a significant restriction of the agreed services.

3.1 clouditiv provides the customer with the contractually agreed services, in particular:

• Access to the clouditiv platform via the internet
• Multi-cloud orchestration and management
• OpenStack deployment and operation (depending on service package)
• Monitoring and reporting functions
• Technical support in accordance with the agreed Service Level Agreement (SLA)

3.2 clouditiv endeavors to ensure high availability of the services. The guaranteed availability is determined by the respective SLA.

3.3 Maintenance work will be carried out outside normal business hours where possible and announced in good time.

4.1 Compensation for the use of the clouditiv platform is determined by the respectively valid price list or individual agreement.

4.2 All prices are plus statutory VAT.

4.3 Billing is monthly or annually in advance, unless otherwise agreed.

4.4 Invoices are due for payment within 14 days of the invoice date without deduction.

4.5 In the event of default, clouditiv is entitled to charge default interest at 9 percentage points above the base rate.

5.1 The contract is concluded for an indefinite period unless a fixed term has been agreed.

5.2 With monthly billing, the contract can be terminated with 30 days notice to the end of the month.

5.3 With annual billing, the contract can be terminated with 3 months notice to the end of the respective contract term.

5.4 The right to extraordinary termination for good cause remains unaffected.

5.5 Notice of termination must be in text form (email sufficient).

6.1 clouditiv warrants that the platform substantially corresponds to the service description.

6.2 In the event of defects, clouditiv will at its option provide remedial work or deliver a defect-free service.

6.3 clouditiv is liable without limitation for intent and gross negligence. In case of slight negligence, clouditiv is only liable for breach of essential contractual obligations and limited to foreseeable, typical contractual damage.

6.4 Liability for data loss is limited to the typical restoration effort that would have arisen with regular and appropriate data backup.

6.5 The above limitations of liability do not apply in case of injury to life, body or health or claims under the Product Liability Act.

7.1 clouditiv processes customer personal data exclusively within the framework of applicable data protection laws, in particular the GDPR.

7.2 Where clouditiv processes personal data on behalf of the customer, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR.

7.3 Further information on data protection can be found in our Privacy Policy.

8.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

8.2 Place of jurisdiction for all disputes arising from the contractual relationship is Berlin, provided the customer is a merchant, legal entity under public law or special fund under public law.

8.3 Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.

8.4 Amendments and supplements to these GTC require text form.