General Terms and Conditions

This English version is provided for convenience only. The German version is legally binding; in the event of any discrepancy between the two versions, the German version shall prevail.

1. Scope

1.1 The legal relationship between the customer (“Customer”) and centron GmbH, Heganger 29, 96103 Hallstadt, Germany (“centron”) with regard to all services within centron’s field of business is governed by these General Terms and Conditions (“GTC”), unless deviating agreements have been made. Excluded from this are the use of the centron portal and the procurement and provision of centron Managed Services, for each of which special contractual terms apply (GTC – centron Managed Services available at /rechtliches/agb), as well as separately obtainable web hosting and colocation services.

1.2 The services offered by centron are intended exclusively for businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.

1.3 The GTC apply exclusively. Deviating or additional terms and conditions of the Customer shall only become part of the contract if centron expressly agrees to their validity in writing. The GTC shall also apply if centron accepts a performance by the Customer despite being aware of deviating or conflicting terms and conditions.

1.4 The GTC shall also apply to all future transactions with the Customer.

1.5 The following parts of the contract apply in a mutually supplementary manner and, in the event of contradictions, in the following order of precedence:

the framework agreements concluded with the Customer,

contracts and declarations of acceptance of centron, which comprise the agreed Service Specifications and/or descriptions of services as well as the annexes that also apply

1.6 Insofar as the agreed services fall within their scope, the Special Terms and Conditions of centron for Domain Services (“Domain Manager”) and for IT Services (“Managed Services”), including the annexes that also apply, shall apply.

1.7 centron has the right to amend these GTC, even if they form part of a framework agreement, a contract or a declaration of acceptance of centron, including the agreed Service Specifications and/or descriptions of services. centron will announce these amendments in text form eight (8) weeks before the date on which they are to take effect. If the Customer does not object to an amendment of the GTC within four (4) weeks of its notification, this shall be deemed consent to that amendment. centron will draw the Customer’s attention to this effect of consent in the announcement.

2. Conclusion of the contract

2.1 The presentations on centron’s website do not constitute a legally binding offer, but merely an invitation to the Customer to submit an offer to centron.

2.2 A contract may be concluded either in written form or text form or via the Domain-Manager (for domain services only) and the SSL-Manager.

2.3 As soon as the Customer completes the online ordering process, the Customer submits a binding offer to centron to conclude a contract via the Domain Manager.

2.4 The contract shall only become effective upon a declaration of acceptance by centron, which is made to the Customer at the latest upon provision of the ordered service.

3. Content of the service, modifications to the range of services

3.1 The nature and scope of the services owed by centron are described, where possible, in a separate framework agreement, contract or in the declaration of acceptance by centron, including the agreed Service Specifications and/or descriptions of services. They are developed further on this basis, only to the extent necessary, within the framework of project management, for example in an upstream design phase or continuously during implementation.

3.2 centron is only obliged to bring about a specific success or a success under a contract for work if this has been expressly agreed (at least in text form).

3.3 It is the Customer’s task, where appropriate with the help of consulting services provided by centron or by third parties, to examine the details of the services selected by the Customer for their suitability for its needs. The Customer decides on its own responsibility which services it wishes to obtain from centron.

3.4 Unless otherwise stipulated in the contract or unless the Customer is entitled to do so, centron is free in the design and implementation of the services. This applies in particular to standards, guidelines and norms (e.g. DIN, ISO, W3C, accessibility), unless they form part of the state of the art and are generally applied.

3.5 The Customer will notify centron of any subsequent change requests (Change Request) as early as possible in text form as a specific and verifiable proposal. centron will carry out a rough review of the change request with regard to additional effort. If the costs increase by up to 15 % of the originally agreed net remuneration, the Customer shall pay for this without separate approval being required – unless a fixed-price agreement exists. In other cases, or if there is a need for further review, the parties will coordinate with each other. As a result, dates and deadlines must be adjusted to take account of the duration of the review and coordination. If no agreement is reached, the originally agreed content of the services shall remain unchanged.

3.6 If, at the Customer’s instigation, centron provides more than insignificant additional services, these services shall, in case of doubt, be remunerated in accordance with centron’s general rates and on the basis of a time-based fee.

3.7 centron may refuse to perform its services or make them dependent on the provision of security for the outstanding remuneration if, after conclusion of the contract, it becomes apparent that the claim to remuneration is jeopardised by the Customer’s lack of ability to perform. In particular, there is reason to assume such a risk if the Customer fails to pay remuneration that has fallen due despite a reminder. centron’s further rights remain unaffected.

4. Remuneration, payment, reservation in the event of changes, deadlines and dates

4.1 All of centron’s prices are net prices, i.e. they are subject to the addition of the statutory VAT applicable at the time.

4.2 If centron states the anticipated effort for services (e.g. in the framework agreement, contract or the declaration of acceptance of centron including the agreed Service Specifications and/or descriptions of services), this is a non-binding cost estimate (KVA) for which centron assumes no guarantee. If there is a risk that the cost estimate will be exceeded by more than 15% – in which case centron will notify the Customer immediately – the Customer may terminate the corresponding order within two (2) weeks of receipt of this information; centron shall then receive remuneration for the services actually performed and reimburses the costs incurred.

4.3 Unless other agreements are made, the services provided by centron are remunerated on the basis of a time-based fee, based on the actual work performed and applying centron’s standard hourly rates (time-based fee or “Time and Material”). centron invoices in intervals of fifteen (15) minutes, with each interval begun being charged in full. If centron works at the Customer’s request outside regular business hours (Monday to Friday, excluding public holidays at centron’s registered office, in each case from 09:00 to 18:00), the remuneration shall be doubled. Daily rates include a daily work performance of eight (8) hours during centron’s usual business hours.

4.4 The Customer consents to invoices being sent electronically and/or to electronic invoices.

4.5 Unless otherwise agreed, the parties agree on invoicing to the Customer as the payment term.

4.6 When invoicing on the basis of a time-based fee or “Time and Material”, centron allows monthly invoicing.

4.7 In the case of fixed prices, payments are due as follows: 30% upon conclusion of the contract, 40% at the latest upon handover and 30% at the latest – insofar as the nature of the service requires acceptance – upon acceptance by the Customer; if no acceptance is required, 70% shall become due upon provision of the service to the Customer. centron may also demand reasonable instalment payments, taking into account the value of the services it has performed and owes under the contract. If centron does not perform the contractually agreed services, the Customer has the right to … the payment

4.8 The fixed prices expressly stipulated in the framework agreement, contract or the declaration of acceptance of centron, including the agreed Service Specifications and/or descriptions of services, shall be neither undercut nor exceeded, subject to the provisions in Sections 3 and 4 of these GTC.

4.9 (1) Insofar as the services contained in the framework agreement, contract or declaration of acceptance of centron – including the agreed Service Specifications and/or descriptions of services – are recurring (continuing obligations), centron is entitled to adjust the prices at its reasonable discretion (Section 315 BGB) if the costs relevant to the provision of the services change after conclusion of the contract. Relevant costs are in particular costs for energy, hardware and components (e.g. servers, RAM, storage media, GPUs), licences and third-party services, data centre and network infrastructure and personnel. This right also exists during an agreed minimum contract term. (2) A price increase is only permissible to the extent that the cost increase is attributable to the respective service. (3) centron will notify price changes in text form at least four (4) weeks before they take effect, stating the date on which they take effect and the extent of the change.

4.10 Expenses, in particular travel time, travel costs and expenses, for services which centron, by agreement with the Customer, does not provide at its registered office shall be invoiced separately at the respectively applicable maximum rates under tax law or against individual proof. Car journeys are charged additionally per kilometre driven. Travel times count as working time.

4.11 Unless otherwise agreed, deliveries are made at the Customer’s risk and expense from centron’s place of business.

4.12 centron is only bound by dates for the provision of services if these have been expressly confirmed and definitively fixed. The dates stated in the declaration of acceptance, by contrast, are non-binding target dates which serve to improve coordination between the parties and are continuously developed further. In the case of target dates for which there is no obligation, the Customer may, four (4) weeks after the intended date on which these services have not yet been provided, demand performance by setting a reasonable deadline; upon expiry of this deadline, the Customer’s claim to this service shall become due.

4.13 Delays in performance that lie within the Customer’s area of responsibility (for example: failure to provide cooperation services on time) or that are attributable to force majeure (e.g. strike, lockout, official orders, general disruptions of telecommunications, etc.) entitle centron to postpone the affected services by the duration of the impediment plus a reasonable start-up period.

4.14 centron is entitled to make partial deliveries and to invoice them separately, provided that this is reasonable for the Customer.

5. Acceptance

5.1 If, by way of exception, centron is obliged to bring about a specific success (e.g. by way of a contract for work) or if acceptance has been expressly agreed, acceptance shall be carried out by the Customer in accordance with this Section of the GTC.

5.2 Acceptance must be made in writing. Acceptance may also take place through conclusive conduct by the Customer, in particular through productive use of the service, payment without reservation or the call-off of further services based on the service or the result of the service.

5.3 The Customer checks and tests the services handed over to it; centron may also make independently testable partial services available to it. An overall acceptance shall only be carried out if either no partial acceptances have taken place or it is provided for in the contract even though partial acceptances have taken place.

5.4 The Customer shall ensure that the services provided by centron are not used productively before the tests and acceptance have been completed, unless otherwise agreed between the parties.

5.5 If the services or partial services of centron meet the agreed requirements or show only minor deviations, the Customer shall declare acceptance without delay. Deviations that impair functionality only slightly are in particular to be regarded as insignificant.

5.6 If the Customer has not submitted a declaration of acceptance within four (4) weeks of the handover of a service and centron has not received any specific notices of defect in text form within this period, the services or partial services provided by centron shall be deemed accepted. When giving notice of defects, the Customer will in each case state whether it wishes to make acceptance dependent on the remedying of the defects.

5.7 After completion of the work, centron may set the Customer a reasonable deadline for acceptance, which is generally two (2) weeks. If the Customer has not refused acceptance within this deadline with reference to at least one defect, the service shall be deemed accepted.

6. Customer participation, indemnification

6.1 The Customer will support centron in the provision of the services to a reasonable extent without being requested to do so, in particular by immediately communicating implementation requirements and approvals and by answering enquiries. The Customer shall draw centron’s attention to cases in which it has not fulfilled its obligations, has not done so in good time or is likely not to do so. The Customer shall bear the costs of fulfilling its obligations set out in this Section 6 of the GTC itself.

6.2 The Customer will provide centron with the necessary (specialist) information, materials and documents (collectively “Material”). The Customer will only supply Material that is in the formats required by centron and whose content and media are quality-assured (including checks for malware, viruses or other technical problems).

6.3 The Customer shall keep a copy of the Material for the duration of the cooperation. centron may use the Material freely in accordance with the purpose of the contract, unless the Customer expressly marks it otherwise. centron shall not be liable for restrictions of performance attributable to a breach of duty by the Customer in providing the Material, unless centron caused this intentionally or through gross negligence.

6.4 The Customer guarantees and is responsible for ensuring that the Material provided by it does not violate statutory or official regulations (e.g. with regard to the protection of minors, data protection or competition law) and is free of third-party rights (in particular personality rights or copyrights) that could prevent its proper use. The Customer shall indemnify centron against all claims, including reasonable costs of legal action, unless the Customer is not responsible for them. centron is entitled to suspend its services and to demand reasonable security from the Customer for the continuation of the services if there are doubts about the Material provided by the Customer.

6.5 Any necessary name and trademark searches, corresponding applications and/or registrations of services as industrial property rights and the examination of legality (e.g. under data protection, competition and/or trademark law) are the responsibility of the Customer.

6.6 The Customer shall name a competent contact person for centron who should not change for the duration of the respective project and who is authorised to make and receive binding declarations on behalf of the Customer. The Customer shall bear the additional costs of a change of its contact person. If the contact person changes, the Customer shall inform centron without delay of a new user on the platform; until such notification, the previous details shall continue to be deemed correct.

6.7 If centron provides services at the Customer’s premises, the Customer shall provide centron with suitable workplaces and access to the necessary resources (e.g. electricity and internet connection are provided free of charge).

6.8 Should the Customer be in default in performing an act of cooperation or not perform it correctly, centron has the right to demand reasonable compensation, which also includes the costs of waiting time (standby costs). Further rights of centron arising from the default or a breach of duty by the Customer, in particular claims for damages, remain unaffected.

6.9 The Customer shall indemnify centron upon first demand against all third-party claims based on a use of centron’s services, or of services procured by centron, that is unlawful or not permitted under the contract (including a breach of terms of use and licence terms relating to standard software provided or procured by centron) by the Customer, or that takes place with the Customer’s consent. If the Customer has reason to be concerned that such a breach exists, it will inform centron without delay.

6.10 centron bears no responsibility for restrictions of performance attributable to a breach of a duty or obligation by the Customer, unless centron caused it intentionally or through gross negligence.

7. Provision of services by third parties, indemnification

7.1 If services of third-party providers (“Third-Party Services”) are expressly identified in the framework agreement, contract or declaration of acceptance together with the agreed Service Specifications and/or descriptions of services, e.g. standard programs (libraries, parts), media (graphics (in particular stock photos), sounds, films, data feeds) or devices (e.g. test devices, IT equipment), centron is authorised to procure them in the name of the Customer or at the Customer’s expense (including any follow-up costs) in accordance with the terms (including licence terms) of the manufacturer/supplier or its distribution partners, or to arrange the corresponding contract. centron is not obliged to pre-finance the costs required for this. Unless otherwise agreed, centron is entitled to charge a reasonable service fee (generally 10 % of the third-party service) for handling Third-Party Services, e.g. for obtaining quotations, placing orders and processing contracts. The Customer will observe all relevant terms for Third-Party Services (e.g. open source, freeware) and will itself carry out any necessary contract or licence renewals. Responsibility for the provision of the Third-Party Service does not lie with centron. centron is not liable for any fault on the part of the provider of the Third-Party Service. The Customer is aware that centron does not and cannot check Third-Party Services for hidden or undocumented functions or other defects. The Customer therefore checks for itself whether the Third-Party Services are suitable for its purposes.

7.2 If the Customer engages additional service providers (“Third-Party Service Providers”), these shall be regarded as the Customer’s vicarious agents. The Customer, as the client of centron and of the Third-Party Service Provider, is responsible for a clear and manageable delimitation, coordination and monitoring of the areas of activity and responsibility of the various contractors. The Customer will independently take the necessary management and control measures.

7.3 centron is authorised to engage subcontractors or freelancers.

7.4 In the event that, despite use in accordance with the contract, the services provided by centron to the Customer infringe third-party rights, centron will, at its own choice and to the extent possible, either acquire at its own expense the necessary right of use for the infringed rights or modify the services so that they no longer infringe these rights but continue to comply with the contractual agreements.

8. Rights of use and exploitation, reservation of title and rights

8.1 Subject to deviating agreements, the Customer receives a non-exclusive right to use the services provided by centron for the purposes provided for in the contract. Where necessary, the Customer may pass on the right of use to third parties or make modifications to the services. The rights of use to certain components of the services may be limited by third-party licences (e.g. open source or commercial product licences, image rights).

8.2 centron will not make the entirety of the services provided for the Customer available to other customers without changes. However, centron reserves the right to continue to use generally applicable components and elements (e.g. libraries, modules, construction kits, templates and tools) in the course of its business activities and to use them while maintaining confidentiality without customer-specific details.

8.3 The rights to use Third-Party Services (see Section 7.1 of the GTC) are based exclusively on the contractual or licence requirements of the external service provider.

8.4 centron only grants rights of use or exploitation once the Customer has paid in full the remuneration owed for the corresponding services. Until payment has been made in full, the Customer is permitted, on a revocable basis, to make use of the services within the scope of the contractually specified actions to be performed by the Customer (e.g. tests) or contractually provided uses. The revocable permission lapses if the Customer is in default of payment.

8.5 If centron makes changes to services that were previously provided for the Customer, the rights of use granted in this respect correspond to those agreed when the original service was provided.

8.6 The Customer will leave copyright notices (e.g. copyright notes) or other references to centron in or on services unchanged.

8.7 centron retains title to the goods delivered until payment has been made in full by the Customer.

8.8 The Customer may use the content of pitches, presentations, offers or cost estimates that are free of charge for it solely to examine whether it wishes to engage centron. The Customer has no right to use the services offered by centron otherwise or to have them used otherwise. The Customer does not acquire ownership of the documents, models and drafts provided within the scope of this agreement. These shall be returned without delay after a decision has been made on whether to engage centron.

9. Warranty

9.1 In the event that services provided by centron are subject to the statutory warranty obligation, the following provisions of this Section 9 of the GTC shall apply. These provisions merely give shape to claims that exist by law; they do not create any new claims.

9.2 The technical data in the framework agreement, contract or the declaration of acceptance of centron, including the agreed Service Specifications and/or descriptions of services, are merely descriptions of quality and do not constitute the subject matter of a guarantee or assurance by centron.

9.3 The Customer’s warranty claims become time-barred after delivery or acceptance, insofar as acceptance is provided for by law; centron’s statutory liability in the cases listed in Section 10.1 of the GTC remains unaffected.

9.4 centron assumes no warranty for the software services delivered by centron to the Customer

• in the case of defects that cannot be reproduced or cannot be demonstrated by machine-generated output,
• for the software delivered by centron being free of errors, insofar as minor errors are concerned,
• for the suitability of the software for the purposes intended by the Customer, and
• for the results achieved with the software.

9.5 Warranty claims on the part of the Customer are excluded

• if the Customer has made changes to centron’s services without first asking for consent, or
• if the Customer does not follow instructions or advice from centron or handles the services improperly, unless the Customer can prove that the defects are not attributable to this or that the warranty work is not made more difficult, or only insignificantly so.

9.6 A contractually stipulated performance is only owed if impairments are excluded that do not originate from a sphere for which centron is responsible.

9.7 Should it turn out that a defect alleged by the Customer does not fall under centron’s warranty obligation, centron may invoice the costs incurred as a result in accordance with its general rates. This does not apply if the non-existence of the warranty obligation was not recognisable to the Customer even upon careful examination.

9.8 The Customer reports defects without delay in written form, with as precise a description as possible of the circumstances in which they occurred and of their effects. In principle, only the contact person named in Section 6.6 of the GTC is entitled to give notice of defects. The Customer assists centron to a reasonable extent in identifying and remedying errors and grants access to documents containing further information.

9.9 If there is a defect, centron may, at its dutiful discretion, remedy the defect or make a new delivery (subsequent performance). A reasonable workaround offered to the Customer (“Workaround”) is likewise regarded as use in accordance with the contract if, taking the workaround into account, only an insignificant error remains. Further claims of the Customer remain unaffected. Withdrawal by the Customer requires that the Customer has previously threatened withdrawal.

10. Liability

10.1 The provisions on centron’s liability in this Section 10 of the GTC apply to all claims for damages and cases of liability, irrespective of their underlying legal basis (e.g. warranty, default, impossibility, any breach of duty, existence of an impediment to performance, tort, etc.). Excluded from this are:

• claims for damages by the Customer on account of injury to life, body or health,
• Customer claims arising from the intentional concealment of a defect by centron or from the absence of a characteristic for which centron has given a guarantee,
• Customer claims attributable to intentional or grossly negligent conduct by centron,
• Customer claims under the German Product Liability Act, and
• Customer claims falling within the scope of Sections 69, 70 of the German Telecommunications Act (TKG). The statutory provisions continue to apply to the above exceptions.

10.2 Slight negligence only gives rise to liability if material obligations are breached. Material obligations are those which make the proper performance of the contract or the purpose of the contract possible and on whose fulfilment the Customer may regularly rely. centron’s liability for a slightly negligent breach of material obligations is limited to compensation for the damage that is typical and foreseeable for centron at the time the contract is concluded. Beyond this, centron is not liable in the case of slight or simple negligence.

10.3 centron’s liability under the above provisions in Section 10.2 of the GTC is limited to the respective order value; in the case of continuing obligations, the liability cap refers to the net remuneration paid by the Customer to centron under the respective contractual relationship within the last twelve (12) calendar months prior to the event giving rise to the damage. In addition, centron’s liability for damage caused by delay is limited to 0.3 % of the net order value per day of delay, whereby the maximum amount may not exceed 5 % of the net order value.

10.4 For claims of the Customer for damages pursuant to Section 10.2 of the GTC, the limitation period is one (1) year, beginning at the end of the year in which the claims arose and the Customer became aware of the circumstances giving rise to the claim and of the identity of the debtor, or would have become aware of them but for gross negligence. Irrespective of such knowledge or grossly negligent lack of knowledge, the limitation period is five (5) years from the time the claims arose, and irrespective of their arising and of knowledge, it is six (6) years in the case of grossly negligent lack of knowledge. The maximum period is ten (10) years from the commission of the act that led to the breach of duty or of the other event that caused the damage.

10.5 centron’s liability under the law of tenancy and similar relationships of use for defects already existing at the time the contract is concluded pursuant to Section 536a (1) Alternative 1 of the German Civil Code (BGB) is expressly excluded irrespective of fault.

10.6 centron is not liable in other cases.

11. Confidentiality

11.1 The parties undertake to treat the information of the respective other party as confidential for an indefinite period. This includes in particular confidentiality towards third parties, protection against unauthorised access by means of suitable technical, organisational and legal measures, and the use of this information exclusively within the scope of the cooperation. The right to terminate this confidentiality obligation by ordinary notice is excluded.

11.2 Confidential data comprise:

• the conclusion and the content of the contract;
• information developed or produced in the course of the cooperation;
• all information or documents that have been or will be disclosed to the Customer by centron, a centron company or about centron or such a company in the course of the cooperation before or after conclusion of the contract;
• all information or documents that the Customer or a company of the Customer group has disclosed or will disclose to centron in the course of the cooperation before or after conclusion of the contract;
• the insight gained in the course of the cooperation into operational or organisational processes at the parties, a company of the Customer group or a company of centron.

11.3 This obligation does not apply if and to the extent that

• information requiring confidentiality was already known to the other party at the time the contract was concluded or subsequently became known to it lawfully through third parties. This is the case without a confidentiality agreement, a statutory provision or an official order having been violated as a result;
• confidential information is already public at the time the contract is concluded or subsequently becomes known without the obligations set out in this confidentiality clause being breached;
• confidential information has been obtained by the other party through its own discovery or creation or on the basis of a publicly available product;
• disclosure is necessary in the course of the cooperation or to protect the party’s legal interests and is made to auxiliary persons (e.g. subcontractors or advisers who are bound to confidentiality on the basis of professional standards);
• the disclosure of information by a company of centron is made to another company that is subject to the same confidentiality obligations;
• the disclosure of information about a company within the Customer group is made to another company of this group that is subject to the confidentiality obligations stated above;
• one side has released the other party from the obligation;
• in the situations of Section 5 of the German Act on the Protection of Trade Secrets (GeschGehG), or
• if there is a mandatory disclosure obligation by law, on the basis of a law or by a judicial or official decision. In this case, the parties will inform each other without delay in writing or in text form about this matter and jointly determine the scope of the disclosure within the limits of what is legally permissible.

11.4 The companies of the Customer group are those that are affiliated with the Customer within the meaning of Sections 15 et seq.

12. Reference

centron may name the Customer as a reference.

13. Mutual set-off, retention, assignment

13.1 The Customer’s right of set-off and right of retention only apply to counterclaims that have been finally established by a court, are ready for decision or are undisputed. The Customer may only exercise a right of retention if its counterclaim arises from the same contractual relationship.

13.2 An assignment of the Customer’s claims against centron to third parties is not permitted. Section 354a of the German Commercial Code (HGB) remains unaffected, which means that, in the event of an assignment nevertheless being made, centron may perform to the Customer with discharging effect. centron has the right to assign the claims arising from the business relationship.

14. Term, termination of the contract

14.1 If the framework agreement, the contract or the declaration of acceptance of centron, together with the agreed Service Specifications and/or descriptions of services, provides for a specific contract term, the contractual relationship cannot be terminated by ordinary notice before its expiry. In this case, the contractual relationship is extended by the duration of the preceding term unless it is terminated by ordinary notice to the end of the term with a notice period of three (3) months in the case of a contract term of twelve (12) months or with a notice period of six (6) months in the case of a contract term of 24 months or more.

14.2 If the framework agreement, contract or the declaration of acceptance of centron, including the agreed Service Specifications and/or descriptions of services, contains no provision on the term, either party may terminate the contractual relationship by ordinary notice with a notice period of three (3) months to the end of a calendar month. In the event of ordinary termination, the Customer must still pay (pro rata) for all services that centron has provided in accordance with the contract up to the time of termination. In the case of purchase contracts, contracts for work and materials or contracts for work, exclusively the statutory provisions shall apply.

14.3 The right to give extraordinary notice of termination remains unaffected. Good cause exists for centron in particular:

• in the event of a significant deterioration in the Customer’s financial situation,
• if, in the event of the opening of insolvency proceedings over the Customer’s assets, the insolvency administrator refuses to enter into the contract, or
• if insolvency proceedings concerning the Customer are not opened due to insufficient assets.

14.4 To be effective, all notices of termination must be given in writing (a simple electronic signature is sufficient).

15. Compliance with legal regulations

15.1 The Customer is responsible for examining the applicability of the legal regulations associated with the use of centron services and for ensuring compliance with them. In particular, the Customer ensures and is responsible for ensuring that the Material provided by it does not violate statutory or official regulations (e.g. on the protection of minors, data protection or competition law) and is free of third-party rights (in particular personality rights or copyrights) that could prevent its intended use. The Customer shall indemnify centron against all claims, including reasonable costs of legal action, unless the Customer is not responsible for them.

15.2 The Customer acknowledges that centron services and the associated software applications and data may be subject to the restrictions of export laws, foreign trade laws, sanctions regulations and other provisions (“Trade Regulations”). The Customer agrees to comply with the applicable Trade Regulations. By submitting an offer via the Domain-Manager or upon conclusion of a contract in written and text form, the Customer declares in particular that it is not resident in a region or country that is subject to comprehensive trade restrictions or embargoes (e.g. Cuba, Iran, North Korea and Syria). In addition – irrespective of other licensing arrangements – the Customer will not make any centron products and/or services available to natural or legal persons that are subject to applicable restrictions under the Trade Regulations in force at the time. centron is not obliged to fulfil existing performance obligations towards the Customer if this would result in a violation of applicable Trade Regulations.

16. End of Service Life (EOL)

16.1 This provision applies to all services of the Contractor in connection with IT systems, software components or infrastructures for which active support from the manufacturer is no longer available (hereinafter referred to as “End-of-Life Systems” or “EOL Systems”). Such a state occurs in particular when the manufacturer no longer offers security updates, bug fixes or technical support and known vulnerabilities are no longer remedied. The operation of such systems takes place outside the life cycle intended by the manufacturer and deliberately deviates from generally recognised security and operating standards.

16.2 The Customer is expressly and comprehensively informed that the operation of EOL Systems entails considerable technical, organisational and legal risks. Using EOL Systems considerably increases vulnerability to cyber attacks. Known vulnerabilities can be specifically exploited by attackers, which can lead to unauthorised access, malware or a complete compromise of the system. In addition, there is an increased risk of system failures, as errors cannot be remedied permanently without manufacturer support. This can lead to unplanned downtime and disruptions of business-critical processes. An additional risk lies in the potential loss of data. Storage and backup systems cannot be fully checked for their integrity. A complete recovery of data in the event of damage is therefore not possible or only partially feasible. In addition, violations of regulatory requirements such as the GDPR, ISO 27001 or BSI C5 may occur, which may result in fines and reputational damage. By placing the order, the Customer confirms that it is aware of these risks and bears them on its own responsibility.

16.3 centron excludes any responsibility for damage arising directly or indirectly from the operation of EOL Systems. This applies above all to security-relevant events, loss of data, system crashes and consequential damage resulting from these circumstances. Mandatory statutory grounds for liability remain unaffected.

16.4 Services relating to EOL Systems are based exclusively on the “best effort” principle. There are no guaranteed response or resolution times. Service Level Agreements (SLA) only apply if they have been expressly agreed in writing. Services such as security incident response, patch management, hardening, backup guarantees or comprehensive monitoring may be restricted or excluded.

16.5 Owing to the increased risk, centron may levy a surcharge of 10 % on the agreed remuneration. The exact amount depends on the risk, the complexity and the operating effort.

16.6 Technical measures such as network segmentation, restriction of interfaces and isolation of systems may be implemented to minimise the risk. There is no entitlement to full integration into existing system landscapes.

16.7 EOL Systems may impair the stability of neighbouring systems. centron does not warrant that connected systems or integrations will function without errors.

16.8 centron expressly recommends migration to supported systems. The continued operation of EOL Systems is only a temporary solution.

16.9 This provision supplements the existing contracts. In the event of contradictions, these provisions take priority. If an individual provision is invalid, the validity of the other provisions remains unaffected.

17. Data protection

17.1 The parties will comply with the statutory data protection regulations, in particular the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG), and will oblige their employees accordingly. The controller or the party carrying out the respective transfer shall ensure that the processing of personal data is lawful in accordance with the provisions of data protection law. If necessary, the parties will agree supplementary provisions on data processing pursuant to Art. 28 GDPR.

17.2 The Customer, as controller, must examine on its own responsibility whether data protection aspects are taken into account in the use of centron’s services.

18. Final provisions

18.1 German law applies, excluding the conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

18.2 The place of performance for all obligations arising from the legal relationship between the parties is centron’s registered office.

18.3 Bamberg is the exclusive place of jurisdiction. However, centron has the right to sue the Customer at the Customer’s general place of jurisdiction.

Special Terms and Conditions of centron GmbH for Domain Services (“BVB Domain”)

1. Scope

1.1 These Terms and Conditions for Domain Services (“Domain-Manager”) apply to all services that centron GmbH (“centron”) provides to the customer (“Customer”) via the domain portal (“Domain-Manager”), as well as to the domain services agreed with the Customer in the contract or in centron’s declaration of acceptance together with the agreed Service Specifications and/or descriptions of services. The latter may include, for example, the Domain-Manager, DNS management and SSL certificates.

1.2 The BVB Domain apply in addition to centron’s GTC and, in the event of contradictions, take precedence over them.

2. Content of the service

2.1 During the contract term, centron offers the Customer the possibility of registering, maintaining and managing domains, including the management of DNS zones via the Domain-Manager, based on the respectively applicable policies of the registries.

2.2 In the event of changes to the policies of the registries or to the (legal) framework conditions for the registration and maintenance of domains resulting from reasons outside centron’s sphere of influence, centron and the Customer will adapt their contractual relationship in accordance with these changes.

2.3 During the term of the contract, centron will provide the services listed in the following paragraphs.

2.4 In order to register new domains or to change technical data of an existing domain, all necessary information must be entered in the Domain Manager. Alternatively, this information may be sent to centron. centron then processes the details, among other things by submitting a registration application to the competent Network Information Center (NIC). The Customer authorises centron to carry out all actions required for the registration or change. The Customer may revoke this authorisation vis-à-vis centron at any time in text form. The Customer can view the status of the registration process via the Domain-Manager in its account.

2.5 centron bears no responsibility for the domain actually being available. In particular, centron accepts no liability for prior registrations by third parties in the period between the order and the application for the domain. The Customer is responsible for fulfilling the requirements for domain registration that lie in its (natural or legal) person. centron will draw the Customer’s attention to the fact if it recognises on the basis of the data provided by the Customer that the Customer does not meet the requirements for a successful domain application.

2.6 On request, centron offers the technical services necessary for the registration and accessibility of the domain, such as name server entries, on its own servers and, to the extent necessary (i.e. in accordance with the registration terms of the respective registry), assumes functions as contact for the domain (e.g. as Tech-C, Zone-C or Billing-C). centron is not obliged to provide further resources necessary for the use of the domain (e.g. web space, e-mail accounts); these may, however, be ordered separately from centron.

2.7 During the term of this agreement, centron pays the fees incurred to the competent NIC. These fees are included in the monthly and annual fees according to the price list.

2.8 In connection with the registration, maintenance and management of domains, centron does not owe any consulting or other services beyond the services agreed above. Such supplementary services are provided at the Customer’s request and are subject to a separate agreement. They are generally remunerated on the basis of the time spent in accordance with centron’s price list. Insofar as centron provides consulting services for the Customer, centron is only obliged to deliver the consulting services stated in the framework agreement, contract or the declaration of acceptance, including the agreed Service Specifications and/or descriptions of services. Economic success is not part of this obligation.

3. Domain ownership, third-party rights

3.1 The domain can only be registered if it is available and the application is correct and complete in accordance with the policies of the competent registry. The Customer is responsible for ensuring that the entries it makes in the Domain Manager for the purpose of the application, as well as any data transmitted by e-mail, are correct and proper.

3.2 Domain registration merely constitutes the allocation of an internet address by the registration authority. As a rule, this does not confer on the Customer any right to the designation that is effective vis-à-vis third parties. Customers must examine whether they need or already hold such rights and whether they wish to secure corresponding rights where applicable.

3.3 The Customer alone is responsible for examining, before the application is made, whether the domain or its intended use conflicts with the rights of third parties (such as name, trademark or company name rights) or is otherwise unlawful. The Customer is aware that this may result in the domain not being permitted to be used, or not in the manner intended by the Customer, and in the Customer becoming liable to third parties for damages on account of infringements of industrial property rights.

3.4 centron accepts no liability for damage or other adverse effects on the Customer caused by third-party claims to the designation chosen as the domain, irrespective of the provisions in Section 10 of the GTC. If third parties assert claims against centron on account of the infringement of industrial property rights by the domain, the Customer must indemnify centron upon first demand against all third-party claims and claims for damages, unless the Customer can prove that it is not responsible for the infringement of third-party industrial property rights. centron will inform the Customer without delay in text form of any such assertion of third-party rights vis-à-vis centron concerning the infringement of industrial property rights by the Customer’s domain.

4. Change of provider, domain assignment, domain deletion

4.1 A change of provider, the transfer of domains to third parties (assignment) or the deletion of domains is also permitted during the term of the contractual relationship, provided that the following provisions are complied with.

4.2 If the Customer wishes to have a domain it uses managed by another provider, this requires a corresponding request to centron regarding the planned change of provider as well as an order from the new provider to the registry for the change of provider. In such cases, centron will consent to the change of provider vis-à-vis the registry.

4.3 In order to transfer a domain it uses to a new holder of the right of use, the Customer must submit a request by … to centron, and the new holder of the right of use must enter into a corresponding contractual relationship with centron. If the new holder of the right of use wishes to have the domain managed by another provider, Section 4.2 of the BVB Domain applies accordingly.

4.4 In order to delete a domain, the Customer must give a compliant notice of termination via the Domain-Manager.

4.5 A change of provider, an assignment or the deletion of a domain constitutes termination of the contractual relationship for this domain at the next possible date. centron retains its claim to remuneration unchanged. Fees already paid will not be refunded unless they relate to periods after the end of the contractual relationship.

5. Remuneration, payment

5.1 The Customer pays centron ongoing fees per domain for its services. The ongoing fees as well as the other remuneration components and their amounts can be found in centron’s price list and are displayed directly upon registration in the Domain-Manager. centron invoices the fees for domains on a monthly basis. The fees for domains are charged from the month of the first registration or takeover (inclusive) and have a term of 12 months. In the event of early termination of the contractual relationship before expiry of the domain term, the remaining term is invoiced once.

5.2 The ongoing fees per domain are payable for each billing period. The first billing period for a domain starts with the registration and ends at the end of the month in which the registration took place.

5.3 If centron takes over the management of domains that have already been registered, the first billing period begins with this takeover and ends with the deletion of a domain. The price list specifies when the other remuneration components fall due.

5.4 If the Customer is in default with payment of the remuneration by more than twenty-one (21) days, centron is entitled to terminate the contractual relationship without notice. Termination may only take place after centron has announced it to the Customer in advance with a reasonable period of notice. The Customer must transfer the domain to a provider of its choice without delay (see also Section 6 of the BVB Domain).

6. Contract term, termination of the contract

6.1 The contractual relationship between centron and the Customer has no fixed time limit. Contracts for the registration of individual domains concluded under this BVB Domain also apply for an indefinite period.

6.2 Contractual relationships between centron and the Customer concluded under this BVB Domain may be terminated by ordinary notice to the end, subject to a notice period of one (1) month.

6.3 In order to terminate the customer account of the Domain-Manager, all contractual relationships between the Customer and centron regarding the registration of domains must have ended. The Customer gives notice of termination by deleting all active domains in the Domain-Manager. Data that centron is required to retain on the basis of mandatory statutory requirements are not affected by the deletion. In the event of termination by centron, centron may also declare that the contractual relationships for all domains are to end at the same time as any existing framework agreement or the customer account.

6.4 The termination of individual domains has no effect on the validity of any existing framework agreement or of the customer account in the Domain-Manager.

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

6.6 If a contractual relationship entered into under this BVB Domain ends in accordance with Sections 6.1 to 6.5 above, the Customer shall itself arrange for the immediate transfer of the affected domain(s) to another provider after the end of the contract.

6.7 If the Customer does not fulfil its obligation under Section 6.6 of the BVB Domain even after a deadline has been set by centron, centron may discontinue its services for the technical accessibility of the domain. This may result in the competent NIC deleting the domain. In addition, centron may return the affected domain(s) to the registry or have them deleted. Alternatively, centron is authorised to continue the management activity for a further billing period and to invoice the Customer for the contractually agreed fees for this. centron decides on the above measures at its reasonable discretion, taking into account the legitimate interests of the Customer.

6.8 centron is not obliged to pay fees falling due after the end of the contract under the BVB Domain for the renewal of domain registrations to the competent registry. centron will draw the Customer’s attention to the fact if a registration is about to end shortly after the end of the contract and a timely domain transfer to a new provider before expiry is not possible. In this case, centron will participate in the renewal of such domains at the Customer’s written request. In this case, centron is only obliged to pay fees if the Customer has previously paid them to centron or provides security for them.

6.9 Upon termination of the contract, the Customer’s access to the Domain-Manager is blocked and all claims to performance against centron cease. The Customer shall ensure that it saves its data stored in the system elsewhere or deletes it beforehand. In the event of extraordinary termination by centron, centron will grant the Customer correspondingly restricted access to the Domain-Manager and the data stored there for the purpose of data backup for up to seven (7) days after the end of the contract.

7. Data protection law

Domain transfers are initiated in the course of the consolidation. If the Customer provides centron with personal access data for existing provider accounts, centron undertakes to treat both the access credentials and the content of the account confidentially. Actions in this account are also agreed in advance and carried out with a view to the Customer’s interests. At the Customer’s request, centron will disclose all actions and measures carried out in accounts.

Special Terms and Conditions of centron GmbH for Managed Services (“BVB Managed Services”)

1. Scope

1.1 Special Terms and Conditions for Managed Services (“BVB Managed Services”) apply to all services of centron GmbH (“centron”), in particular to IT services in the field of Managed Services that are provided by centron to the customer (“Customer”).

1.2 The IT services offered by centron within the scope of Managed Services comprise the services listed in the contract, in centron’s declaration of acceptance and in the agreed Service Specifications and/or descriptions of services.

1.3 The BVB Managed Services apply in addition to centron’s GTC and, in the event of contradictions, take precedence over them.

2. General, scope of services

2.1 The provisions on service contracts (Sections 611 et seq. of the German Civil Code (BGB)) apply to centron’s services, unless expressly stipulated otherwise.

2.2 The exact scope of the services provided by centron results from the underlying framework agreement, the order and, as a rule, from centron’s declaration of acceptance and the agreed Service Specifications and/or descriptions of services contained therein.

2.3 centron normally provides its services by means of remote maintenance and remote diagnosis.

2.4 Services are only available to a specific extent if this has been expressly agreed. Unless otherwise agreed, planned maintenance measures are not taken into account when calculating availability.

2.5 Maintenance measures are carried out with care for the Customer wherever possible. Regular or plannable maintenance work takes place at times when general usage is as low as possible and is announced in good time. In addition, unannounced maintenance measures may also be necessary, e.g. in the event of incidents that are not foreseeable (e.g. attacks, viruses). The Customer is notified of regular or plannable maintenance work at least one week in advance. In the case of maintenance work that was not planned in advance, the Customer is informed as early as possible.

2.6 The Customer may only provide third-party services (software, cloud services, infrastructure, administration, etc.) if this has been expressly agreed. Should adjustments, error corrections or support services be required on account of items provided by the Customer or by third parties authorised by the Customer to do so, these are not included in centron’s services. centron provides them for additional remuneration based on the time spent.

2.7 If the Customer has to procure the licences necessary for the use of the centron services, centron has the right to suspend the services until the Customer provides these licences. This applies in particular in cases in which use of the centron services without the licences to be procured by the Customer violates licence terms on which the centron services are based. If, even after a request by centron, the Customer does not fulfil its obligations to provide the licences within a reasonable period, centron is entitled to terminate the relevant contract extraordinarily for good cause. The same applies if the software used by the Customer violates the licence terms of the licences on which centron’s services are based. centron points out to the Customer that licences under the Service Provider Licence Agreement (SPLA) are used for virtual servers with Microsoft operating systems and that, for use in such an environment, all follow-on licences for Microsoft products (also beyond the operating system, e.g. MS SQL, Exchange, etc.) must also be licensed under the SPLA.

2.8 The Customer may agree with centron that centron provides follow-up services if, after completion of the provision of services, the Customer wishes changes to the results of the services. If centron provides follow-up services without a specific agreement, this does not give rise to any legal obligation; this is done as a gesture of goodwill.

3. Provisioning of data centre capacities and Managed Services

3.1 Where contractually stipulated, centron also offers the Customer Managed Services for the centron Cloud Services used by the Customer.

3.2 The provision of the centron Cloud Services to the Customer takes place, in addition to these terms, in accordance with the centron GTC, which are available at /rechtliches/agb. In the event of contradictions, the centron GTC take precedence.

3.3 centron provides the Customer with the agreed infrastructure with the specified specifications (such as CPU, RAM, SSD, virtualisation environment) and/or functionalities for the agreed duration and ensures a connection of the infrastructure with the agreed bandwidth at the specified access point. These services are accessible to the Customer via … with the agreed functions.

3.4 The provision of infrastructure and cloud services does not include services such as the installation of (virtual) servers or standard software (see Section 4), the procurement and maintenance of software (see Section 6), support services (see Section 7) or the performance of individual backups for the Customer.

3.5 The Customer is responsible for establishing the connection up to the agreed access point of the infrastructure with sufficient bandwidth.

3.6 centron has the right to offer infrastructure and cloud services either in its own data centres or in the data centres of third parties. centron may select third-party providers at its own discretion, in particular with regard to their location and/or the locations of the data centres.

3.7 The following provisions apply to data and content that the Customer processes on the systems provided by centron:

• It is the Customer’s responsibility to verify the lawfulness of all data and content processed on the infrastructure provided to it by centron. In particular, it will not store or process any data or content that violates criminal laws, copyrights or ancillary copyrights, other third-party rights or data protection regulations. In addition, the Customer ensures that the data it stores in the systems do not contain any malicious software (viruses, malware, etc.). centron is not obliged to check or monitor them.
• centron has the right to take appropriate measures if the content provided by the Customer violates these provisions or applicable law. Appropriate measures include in particular removal, blocking, editing, moving, deactivation or permanent deletion. centron will – as far as possible – inform the Customer before implementing such measures. centron is – in particular in urgent cases – also entitled to provisionally block potentially unlawful data or content on infrastructure provided by centron and subsequently to inform the Customer of this and request proof of lawfulness. If the Customer does not prove within ten (10) days of the information that the data or content are lawful, centron is entitled to delete them. The information will clearly state the reasons why these measures are necessary.

3.8 If the Customer suspects that data or content that violates applicable law is being processed on centron’s own infrastructure, it will notify centron without delay.

3.9 The Customer will protect the access and usage authorisations for the infrastructure assigned to it or to the users, as well as identification and authentication safeguards, against access by third parties and will not pass them on to unauthorised users. Where feasible, it secures access with multi-factor authentication.

3.10 The Customer will avoid excessive use of the infrastructure (e.g. through processes that require excessive computing power, use an above-average amount of RAM or cause unusually high network utilisation) and refrain from operating scripts or measuring tools that put maximum load on the systems for an unreasonable period. centron has the right to throttle the access of processes or to block content or programs that do not meet these requirements. centron will inform the Customer immediately of such measures and lift them as soon as the Customer proves that the impairment has been remedied.

3.11 If the Customer endangers the security, integrity or availability of centron’s systems, or if objective indications give rise to the suspicion that serious disruptions of these systems could occur, centron may temporarily block or restrict access.

4. Setup of servers and software

4.1 Insofar as centron provides services consisting of the installation and/or setup of (virtual) servers, the installation of standard software and the administration of the Customer’s servers and IT workstations, the provisions of this Section 4 of the BVB Managed Services apply.

4.2 The setup of servers, the installation of software and administration may be carried out for the Customer in accordance with the framework agreement, the contract and/or the declaration of acceptance of centron, using the IT resources provided by centron, including the agreed Service Specifications and/or descriptions of services.

4.3 Server setup includes establishing the operational readiness of the overall system as specified in the framework agreement, contract and/or the declaration of acceptance of centron, including the agreed Service Specifications and/or descriptions of services. This includes in particular the installation of the corresponding operating systems and their initial setup in accordance with the contractual specifications.

4.4 The installation of standard software includes installation on the Customer’s IT resources without making specific adaptations for the Customer. Changes to standard software after its installation are charged at the centron standard hourly rate.

4.5 Administration includes, to the specified extent, the management of the Customer’s IT resources and, where applicable, IT workstations that are agreed with the Customer or in accordance with its specifications (e.g. making settings in the Customer’s network, creating users, managing rights, making settings or configuring certain standard functions in accordance with the Customer’s specifications).

4.6 In the course of the installation, the decision on software settings lies with centron (e.g. parameterisation and selection of setup options).

4.7 During setup, test operation and installation, the Customer will provide qualified and trained personnel and will, if necessary, suspend other activities involving the affected IT environment.

4.8 The software is installed with the agreed version; if there is no express agreement, installation takes place with the version commercially available at the time the contract is concluded. centron is not obliged to install all releases, updates, upgrades, patches and builds available at the time of installation, even if these are recommended by the software manufacturer and are already widespread, unless otherwise expressly agreed or the installation is part of maintenance agreed by centron (see also Section 6 of the BVB Managed Services). However, centron has the right to install later versions at its own discretion, provided that this is not contractually excluded and the Customer does not object in writing.

5. Acquisition and provision of standard software

5.1 The provisions of this Section 5 of the BVB Managed Services apply insofar as centron’s service consists of the procurement and provision of standard software for the Customer.

5.2 centron procures the agreed software in accordance with the framework agreement, the contract and/or the declaration of acceptance of centron, including the agreed Service Specifications and/or descriptions of services, either as a purchase or for use by the Customer for the contractually stipulated period of use. Installation of the software on the Customer’s IT systems is only owed if expressly agreed and is then carried out in accordance with Section 4 of the BVB Managed Services.

5.3 centron is not obliged to create the software individually, to adapt it to the Customer’s needs or to hand over the source code of the software.

5.4 centron procures software as a Third-Party Service in the name and at the expense of the Customer. In case of doubt, centron acts as intermediary of the contract with the provider for the procurement and use of the software. The contract is concluded between the Customer and the respective provider of the software. centron is free to choose the suppliers of the software unless otherwise agreed.

5.5 Standard software is provided or made available exclusively in accordance with the licence terms of the software manufacturer, which centron transmits or makes accessible to the Customer on request. In addition, the use of standard software made available may require the Customer’s express consent to the licence terms of the software provider and/or the creation of a user account. The Customer is responsible for giving the necessary consents or creating user accounts.

5.6 In the case of standard software, centron provides the Customer with user documentation made available by the software manufacturer that may have been supplied with the software and/or (online) help that may be part of the software. centron is not obliged to create further documentation.

5.7 In addition, the provisions of the law on sales (Sections 433 et seq. BGB) apply to the procurement of standard software for permanent retention by the Customer, and the provisions of the law of tenancy (Sections 535 et seq. BGB) apply to the temporary provision of standard software for use.

6. Maintenance of the software

6.1 Insofar as centron provides services in the field of software maintenance on the Customer’s IT systems, the provisions of this Section 6 of the BVB Managed Services are decisive.

6.2 Updates are carried out in accordance with the respectively applicable specifications or guidelines of the manufacturer. The Customer ensures that centron receives in good time the relevant specifications or guidelines of the manufacturer for the maintenance of the components of the IT system, unless these are already known or available. If the manufacturer’s requirements or guidelines subsequently change, the Customer forwards them without delay.

6.3 centron informs the Customer about the availability of updates, upgrades, patches, etc. (“New Versions”) for the system used by the Customer as soon as centron becomes aware of their availability and they are security-relevant New Versions.

6.4 centron only installs the New Version on the Customer’s IT systems after approval by the Customer at least in text form. If the Customer rejects the installation of a New Version, it bears the resulting risks. In the case of security-critical updates, centron may install the New Version without the Customer’s consent.

7. Support offerings

7.1 Section 7 of the BVB Managed Services applies to support services for the maintenance and restoration of the IT systems and for user support. These services include in particular the error and incident resolution agreed in the contractual documents (e.g. Service Specifications/descriptions of services) as well as user support.

7.2 If a Service Level Agreement exists between centron and the Customer for the agreed support services, the provisions of the Service Level Agreement also apply to the provision of services by centron.

7.3 The ‘response time’ is the period between the receipt by centron of a qualified error report or a monitoring alert and the start of analysis or remedial measures by centron. The response time does not constitute a resolution or recovery time; centron merely owes appropriate action within the service and support hours (in accordance with Section 9). The response time is a maximum of forty-eight (48) hours in each individual case.

7.4 The receipt by centron of a qualified error report from the Customer via the agreed contact channels is decisive for the start of the response times for the Customer’s reports. An error report is deemed qualified if the stated error is reproducible (i.e. the conditions for its occurrence are described so precisely that a qualified employee of centron can cause the error himself or herself at any time). If the error only occurs at certain workstations, the Customer names them. If the Customer made changes to the system before the error occurred, it informs centron of these changes.

7.5 The Customer’s warranty claims remain unaffected. Upon receipt of an incident report, centron checks whether the incident is a warranty case or a support case.

7.6 If the remedying of defects within the scope of an existing warranty or guarantee or of another incident resolution is to be performed by a third party, or concerns system components that fall wholly or partly within the area of responsibility of another service provider of the Customer, centron coordinates the necessary steps with the third party or the responsible service provider.

7.7 Should centron be of the opinion that hardware (components), standard software, data carriers, batteries, printing units or other consumables must be procured in order to remedy errors, centron will obtain a separate order from the Customer for this. If the Customer places the order, it bears the costs even if the desired result is not achieved.

8. Training, tests

Training sessions are held either online or in the agreed training rooms specified by centron. In the case of an agreed training session at the Customer’s premises, the Customer will provide the necessary technical equipment free of charge. The same applies to the performance of tests.

9. Service and support hours

9.1 centron offers its services within these BVB Managed Services during the following service hours:

• Monday to Friday from 9:00 to 18:00.
• Public holidays at centron’s registered office are excluded.

9.2 Other service hours may be agreed in a separately concluded Service Level Agreement.

10. Fees

The remuneration is primarily based on the agreements made in the contract. If there is no express price agreement, invoicing is based on actual effort on the basis of centron’s price list applicable at the time. Unless otherwise stated, the prices stated there are per quarter of an hour or part thereof, plus statutory VAT. Separate hourly rates apply to services outside the agreed service hours (in accordance with Section 9).

11. Rights of use and exploitation, work results

11.1 The scope of the rights of use to standard software and/or cloud services granted to the Customer is determined by the respectively applicable terms of use and licence terms of the provider. The Customer undertakes to comply with the licence terms and terms of use.

11.2 Insofar as centron achieves results in the course of providing services that are patentable, protectable by a utility model or eligible for design protection, centron is entitled to register them in its own name and for its own account. However, centron will permit the Customer to use the industrial property right to the extent necessary to perform the contract – this applies to the services that centron has to provide and to work results owed under the contract.

11.3 centron is entitled to use without restriction work results and the know-how acquired in providing the services, in particular the concepts, procedures and methods underlying the work results as well as interim results, while observing its confidentiality obligations.

12. Customer participation

12.1 Should centron be obliged to carry out installation and configuration, replace hardware or provide other services on the Customer’s systems, the Customer shall ensure that centron has free access to all systems at the planned time. In addition, a suitable contact person must be available during the work who can answer technical questions about the existing infrastructure and has the necessary knowledge and authorisations to make adjustments to the Customer’s systems or to carry out installations there.

12.2 The Customer must inform centron of site-specific security policies, authorisation concepts or confidentiality obligations no later than one week before the services are provided. centron employees are not authorised to sign individual declarations (e.g. indemnities or NDAs) towards the Customer on behalf of centron; such agreements require text form between the parties.

12.3 The Customer will give centron access to its IT resources to the extent necessary for the provision of the service, at its own expense. This includes in particular the provision of user IDs and passwords with sufficient authorisations to the appropriate extent as well as notifying centron that the work is being carried out. The Customer must pay for delays or waiting times arising from the breach of these obligations to cooperate on the basis of centron’s price list applicable at the time.

12.4 The Customer will oblige users of the centron services authorised by it to comply with the regulations applicable to their use. Users of this kind are regarded as the Customer’s vicarious agents within the relationship between the parties.

13. Term, termination, dissolution of the contract

13.1 The term of contracts for services that centron provides on a regular basis (such as the provision of data centre capacities, support, software maintenance or provision, and monitoring) is, as selected, twelve (12), twenty-four (24) or thirty-six (36) months from the time the order is placed. If neither party terminates the contract with effect from the end of the term with a notice period of three (3) months – in the case of a term of 12 months – or six months, it is extended by the respective term. Notice of termination must be given in writing. The parties’ right to extraordinary termination for good cause remains unaffected.

13.2 The Customer is responsible for backing up the data it has stored on the resources provided by centron in good time before the end of the contract (or, in the event of termination of the contract without notice, without delay). Any cooperation services by centron, such as the migration of the entire environment or the provision of the customer data on a mobile data carrier, are only provided if this has been separately agreed. Unless a separate agreement on remuneration has been made, all cooperation services are remunerated on a time basis in accordance with the general price list. centron has the right to permanently delete the customer data on its systems fourteen (14) days after the end of the contract.

13.3 At the end of the contract, the Customer will return the hardware provided to it to centron in full and in a condition that corresponds to use in accordance with the contract. The Customer will completely delete or destroy the data stored on it. On request, the Customer must confirm complete return and deletion in writing. The Customer bears the costs of dismantling and returning the hardware.