Terms of Use

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. General

1.1 These Terms of Use (“Terms of Use”) apply to the use of the centron Cloud Portal (“Portal”) and to the procurement and use of centron products and services (“centron Products and Services”).

1.2 The centron Products and Services offered via the Portal are directed exclusively at

1.3 The Terms of Use currently in force can be accessed, saved and printed online at any time.

2. Registration for the Portal; centron Customer Account

2.1 Use of the Portal requires the Customer’s successful registration with centron GmbH, Heganger 29, 96103 Hallstadt, Germany, register court Bamberg, HRB 3986 (“centron”). However, the Customer has no entitlement to registration.

2.2 The Customer may register directly via the Portal or via an invitation link sent by centron. Registration requires, in particular, the provision of address and billing information and, where applicable, the Customer’s VAT identification number. In addition, during registration the Customer sets its own password, which, in combination with the e-mail address provided, enables the Customer to log in to the Portal and to access its Customer Account. The Customer is obliged to handle the login data with care. In particular, the Customer is prohibited from disclosing the login data to third parties and/or from enabling third parties to access the profile by circumventing the login data. When registering, the Customer is obliged to provide all necessary information truthfully and completely. The Customer is responsible for keeping the data provided up to date and for ensuring that the Customer can be reached at the address provided and that the e-mail address is not transferred to another person. If any data provided changes, the Customer must update and correct such data without undue delay. If the Customer provides incomplete or incorrect information, centron has the right to block the Customer Account and access to the Portal temporarily or permanently and to delete the Customer Account, provided that the Customer does not cease the conduct in breach of contract within a reasonable period even after being requested to do so.

2.3 After receipt of the Customer’s offer to register, the Customer receives a confirmation of receipt of the offer at the e-mail address provided by the Customer (“Confirmation of Receipt”).

2.4 Upon successful registration, a personal customer account for the Portal accessible via the Portal is created for the Customer (“Customer Account”) and the Customer is notified accordingly. Activation of the Customer Account constitutes acceptance of the Customer’s registration offer.

2.5 The Customer Account may be transferred to another (legal/natural) person only with centron’s prior consent.

2.6 Use of the Customer Account is granted for an indefinite period. The Customer may close its Customer Account at any time with immediate effect via the Portal, provided that there are no active subscriptions for products or services of centron. Ongoing subscriptions must be terminated in accordance with the applicable contractual terms before the account is closed.

Provided that there are no active subscriptions, centron may terminate the Customer Account at any time without observing a notice period, in text form. centron will inform the Customer in advance of the intended closure of the account.

The right to termination for good cause remains unaffected. Good cause exists for centron in particular if the Customer breaches its obligations under these Terms of Use (in particular Section 2).

Effective termination for good cause of the Customer Account by centron results in the simultaneous termination of all ongoing subscriptions linked to it at the time the termination takes effect.

2.7 The Customer is expressly advised that termination of the Customer Account has the consequence that the Customer Account can irreversibly no longer be accessed. The Customer will be expressly advised of this fact before the termination of the Customer Account is carried out. Upon receipt of an effective termination of the Customer Account, centron deletes all data assigned to the Customer Account within the statutory deletion periods.

3. Content of the centron Products & Services

3.1 The specific scope of services of centron’s products and services is conclusively determined by the combination of the general Service Description and the supplementary product-related Service Specifications.

• The generally applicable Service Description of the centron Products and Services contains a summary of the service levels and other parameters that apply to all centron Products and Services offered, available in its current version at /rechtliches/agb/servicebeschreibung (“Service Description”).
• In addition, Service Specifications are listed which contain the scope of services of the individual centron Cloud Service, each available in its current version at /rechtliches/agb/leistungsscheine (“Service Specifications”).

A centron Cloud Service therefore regularly consists of the combination of the generally applicable Service Description and a Service Specification additionally selected by the Customer that is decisive for the service.

3.2 If and to the extent that the contents of these Terms of Use, the Service Description and the Service Specification contradict one another, the content of the Service Specification takes precedence over the contents of the Service Description and these Terms of Use; the Service Description takes precedence over these Terms of Use.

4. Procurement of centron Products and Services by the Customer

4.1 The procurement of centron Products and Services requires the Customer’s prior successful registration via the Portal in accordance with Section 2 of these Terms of Use.

4.2 Via the Portal, the Customer also has the opportunity to view the Service Description and the Service Specifications of the centron Products and Services. The presentations within the Portal, the Service Description and the Service Specifications shown for the centron Products and Services do not constitute a legally binding offer but a non-binding catalogue of services. The Customer only submits a binding offer to conclude a contract for the centron Products and Services it has selected once the Customer completes the online ordering process via the Portal or via the technical interface available from time to time (“centron API”) (“Order”).

4.3 The contracting parties to a contract for the procurement of a centron product or service (“Subscription”) are the Customer and centron.

4.4 The Subscription between the Customer and centron is only concluded by a declaration of acceptance by centron, which is usually made by making the booked centron Products and Services available to the Customer.

4.5 Upon acceptance of the Order by centron, a Subscription subject to a fee and limited to the term agreed in each case is concluded between the parties for the provision of the possibility to use the respective centron Cloud Service, with the content of these Terms of Use, the Service Description and the associated Service Specification.

4.6 Unless otherwise agreed in the Service Description or the Service Specifications, from the conclusion of a Subscription the resources necessary for the use of the centron Products and Services are provided in one or more data centres used by centron, and the Customer is granted access in accordance with the scope agreed in the Service Description and the Service Specifications. If the scope agreed in the Service Description and in the Service Specifications includes the storage of the Customer’s own data, the possibility of retrieving data is always included in addition to storage.

4.7 centron is entitled to use qualified subcontractors to provide the agreed services. The subcontractors are selected with due care; centron’s contractual obligations towards the Customer remain unaffected by this.

5. Term and termination of Subscriptions

5.1 centron’s services are provided as a continuing obligation for an indefinite period. Billing is based on the ‘pay-as-you-go’ principle on the basis of the services actually used. The basis of calculation is formed by the consumption units defined in the respective Service Specification (e.g. time, volume or instances).

5.2 Subscribed centron Products and Services may be terminated by the Customer at any time to the exact hour. Termination of subscribed centron Products and Services must be effected via the self-service area of the Portal or the centron API.

5.3 In addition – unless otherwise provided in the Service Description or in the underlying Service Specification – centron is also entitled to ordinary termination (with notice), in that centron may terminate the respective Subscription with a notice period of four (4) weeks via the Portal or in text form vis-à-vis the Customer.

5.4 Each Subscription may be terminated by either party for good cause – without observing a notice period. Good cause exists if there are facts on the basis of which the terminating party cannot reasonably be expected to continue the contract, taking into account all circumstances of the individual case and weighing the interests of the parties (“Good Cause”). If the Good Cause consists in the breach of a contractual obligation, termination is only permissible after the unsuccessful expiry of a period set for remedy or after an unsuccessful warning, unless setting a period is dispensable pursuant to Section 323(2) of the German Civil Code (BGB). Good Cause entitling centron to terminate a Subscription exists in particular if

• the Customer is in default with the payment of a not insignificant part (≥ 20%) of the monthly invoice and does not pay the outstanding amount even after a warning has been issued,
• the Customer commits numerous or serious breaches of contract,
• the Customer causes damage to the Portal through conduct for which it is responsible,
• the Customer seriously violates these Terms of Use,
• the Customer uses the centron Products and Services in particular in connection with extremist, unlawful or immoral content or refers to information with such content that serves incitement to hatred, gives instructions for criminal offences or glorifies or trivialises violence, is likely to seriously endanger children or young people morally or to impair their well-being, or may damage the reputation of centron, or
• the Customer violates provisions of Section 9.4 of these Terms of Use.

5.5 centron is entitled to block the Customer’s access to the subscribed centron Products and Services temporarily or permanently if there are concrete indications that the Customer is violating or has violated these Terms of Use and/or applicable law, or if centron has another legitimate interest in the blocking (e.g. payment default by the Customer). When deciding on the blocking of one or more subscribed centron Products and Services, centron will take appropriate account of the legitimate interests of the Customer and, where possible, will give advance warning of a blocking in text form with a reasonable period. The above provisions on blocking access to the subscribed centron Products and Services also apply to the blocking of the Customer Account by centron.

6. Switching

6.1 In addition to the right of termination under Section 5.2, the Customer is entitled at any time to give centron notice of a switch of the services used (‘Switching Notice’).

Such a ‘Switch’ comprises, at the Customer’s option:

• External switch: the transfer of the exportable data and digital assets stored with centron to another provider of data processing services.
• Internal switch (on-premises): the transfer of such data and assets to the Customer’s own ICT infrastructure (in-house solution).

The Customer may request these measures individually or in combination.

6.2 “Exportable Data” in the context of a Switch means all input and output data of the Customer that is generated directly or indirectly through the use of the centron Products and Services by the Customer or jointly with centron; this excludes assets or data of centron or of third parties that are protected by intellectual property rights or constitute a trade secret. “Digital Assets” means elements in digital form, including applications, for which the Customer has a right of use independent of the contractual relationship with centron.

6.3 The Customer may give a Switching Notice with a notice period of two (2) months (“Switching Notice Period”). With its Switching Notice, the Customer declares whether the Subscription is to be terminated after the expiry of the Switching Notice Period at the times specified in Section 6.18. If, after a Switching Notice (during the running of the Switching Notice Period or during the transition period under Section 6.11), the Customer declares the termination of a Subscription affected by the Switching Notice under Section 5.2, the Subscription ends immediately and centron is released from its switching obligations (“Overriding Termination”).

6.4 The Customer may limit a Switching Notice to individual Subscriptions of centron Products and Services. In this case, the procedure under Section 6 applies only to those Subscriptions for which the Customer gives a Switching Notice.

6.5 Following a Switching Notice, the Customer informs centron by no later than the expiry of the Switching Notice Period whether it wishes to switch to another provider of data processing services or to ICT infrastructure on the Customer’s own premises. In the case of a switch to another provider, the Customer communicates the name and contact details of that new provider for the purpose of carrying out the Switch. If the Customer does not inform centron by the expiry of the Switching Notice Period which measures it requests, no Switch is carried out and centron is not obliged to carry out any further measures under this Section 6; in this case, any termination of the Subscription and any deletion of the Customer’s data are governed by the provisions of Sections 5 and 7.

6.6 A Switch is carried out by the following steps:

(1) extraction of the Exportable Data and Digital Assets at centron by means of a download by the Customer;

(2) uploading of the Exportable Data and Digital Assets held at centron to another provider of data processing services or to ICT infrastructure on the Customer’s own premises. The Switch is completed upon completion of the upload of the data.

6.7 The Customer must submit the Switching Notice via the support portal.

6.8 centron is responsible for making exportable data and digital assets available for download by the Customer. centron is entitled to refuse the provision or disclosure of such digital assets that are protected by intellectual property rights or constitute a trade secret of centron or that impair the security and integrity of the service of the Customer or of centron. The Customer alone, and not centron, is responsible for uploading the data to the new provider of data processing services or to its own ICT infrastructure. This also applies if the Customer uses the services of a third party for uploading the data.

6.9 Following a Switching Notice and until completion of the Switch, centron is obliged

(1) to provide reasonable assistance to the Customer and to third parties authorised by the Customer in completing the Switch;

(2) to act with due care to maintain business continuity and to continue the provision of the functions or services under the contract;

(3) to provide clear information on known risks to the uninterrupted provision of the functions or services that are attributable to centron;

(4) to ensure a high level of data security during the completion of the Switch;

(5) to support the Customer’s exit strategy relevant to the centron Products and Services, in particular by providing the necessary information.

6.10 centron lists the data and digital assets exportable in the event of a Switch in the Service Specification for the respective centron Cloud Service. Excluded from the exportable data and digital assets are the non-exportable data listed separately in the Service Specification for the respective centron Cloud Service, which are specific to the internal functioning of centron’s data processing service and in respect of which there is a risk of infringement of centron’s trade secrets.

6.11 The transition period is the period between the end of the Switching Notice Period under Section 6.3 and the start of the Retrieval Period (cf. Section 6.16). The transition period begins upon expiry of the Switching Notice Period.

6.12 The transition period ends

(1) upon completion of the Switch,

(2) already before completion of the Switch,

(i) upon expiry of 30 days, if and to the extent that neither the Customer nor centron has effectively asserted an extension of the transition period in accordance with Sections 6.14 or 6.15, or

(ii) upon expiry of the transition period as extended by centron and/or the Customer in accordance with Sections 6.14 or 6.15.

6.13 centron will make the Customer’s exportable data and digital assets available for download during the transition period.

6.14 If completion of the Switch within the transition period is technically not feasible for centron, centron will notify the Customer of this within 14 working days of receipt of the Switching Notice. centron will state the reasons why the Switch is technically not feasible within the transition period. In this case, centron will specify an alternative transition period, which may not exceed six (6) months; in this case too, the start of the transition period is determined in accordance with Section 6.11.

6.15 Without prejudice to Section 6.14, the Customer is entitled to extend the transition period once by a period that it considers more appropriate for its own purposes.

6.16 After the expiry of the transition period, centron will continue to make all exportable data and digital assets available to the Customer for retrieval for at least 30 calendar days (“Retrieval Period”).

6.17 If the Customer does not inform centron by the end of the transition period of the upload of the data to the new provider of data processing services or to its own ICT infrastructure, centron may request the Customer to confirm whether the Switch has been completed. If the Customer does not confirm completion of the Switch within 30 days of this request by centron, it is assumed that the Switch has not been completed. In this case, the respective Subscription is not terminated but continues on the existing terms. Any rights of termination of the parties are not affected by this.

6.18 Accordingly, in the event of a Switching Notice by the Customer, a Subscription ends in each case at the earliest at the times listed below under items (1) to (3), and centron will notify the Customer of the termination,

(1) already upon expiry of the Switching Notice Period, if the Customer requests deletion of its exportable data and digital assets under Section 7.4;

(2) upon completion of the Switch under Section 6.6; or

(3) in the event of an Overriding Termination by the Customer under Section 6.3, when the Overriding Termination takes effect.

6.19 Payment obligations for centron Products and Services affected by the Switch continue to exist until the end of the respective Subscription.

7. Deletion of the Customer’s data

7.1 Unless otherwise agreed in the Service Description or in the Service Specification, the Customer no longer has access to the subscribed centron Cloud Service upon the end of a Subscription. With regard to any data and digital assets that may be exportable with the centron Cloud Service, the Customer is responsible for backing them up accordingly outside centron’s systems before the end of the Subscription.

7.2 Without prejudice to the Customer’s statutory rights to deletion, in the event of a termination of a Subscription under Section 5 and of an Overriding Termination under Section 6.3, any exportable data and digital assets still present in the centron Cloud Service are, as a rule, irrevocably deleted after the end of the Subscription, unless the parties agree otherwise. The deletion comprises in particular exportable data and digital assets in the Customer’s environment, metadata and backups (if any) on centron’s systems.

7.3 In the event of a Switching Notice given by the Customer under Section 6, centron will completely delete all exportable data and digital assets that are generated directly by the Customer or relate directly to the Customer only after the expiry of the Retrieval Period under Section 6.16, provided that the Switch (if announced by the Customer) has been successfully completed.

7.4 If, with its Switching Notice, the Customer requests centron to delete all exportable data and digital assets instead of taking measures for a Switch, centron deletes all exportable data and digital assets that are generated directly by the Customer or relate directly to the Customer upon termination of the respective Subscription.

7.5 Data that centron is obliged to retain for a longer period on the basis of mandatory statutory provisions remain unaffected by the deletion under this Section 7.

7.6 At the Customer’s request, centron will confirm a deletion of data under this Section 7.

8. Adjustment of subscribed centron Products and Services by the Customer

8.1 Unless otherwise provided in the Service Description or in the Service Specification, the Customer may adjust subscribed centron Products and Services at any time via the Portal within the scope of the configuration options provided, e.g. increase or reduce capacities or make other offered changes to the underlying technical specifications of the subscribed centron Products and Services (“Adjustment of the Subscription”). The Adjustment of the Subscription is effected by the procedure under Section 4.2, which applies accordingly.

8.2 centron points out as a precaution that an Adjustment of the Subscription may in particular also lead to an increase in the remuneration. Any change in the remuneration payable for a Subscription that may be associated with the intended adjustment is displayed to the Customer via the Portal.

9. Requirements for the Customer’s use

9.1 The use of the centron Products and Services is subject to the other usage obligations set out below and to any obligations expressly set out in the respective Service Specification or the Service Description underlying the Subscription.

9.2 The Customer is itself responsible for all data it transmits, in particular for its lawfulness and its integrity. centron does not monitor or check such content.

9.3 The Customer must ensure that the centron Products and Services are used exclusively by authorised persons. Authorised persons are the Customer’s employees duly authorised for this purpose, if any. The Customer is responsible for the administration of authorisations and the monitoring of the usage rights of individual users (e.g. with regard to the right to order or terminate centron Products and Services). If there are indications that the Customer Account is being used by unauthorised third parties, the Customer will inform centron of this without undue delay. The Customer is responsible for all activities carried out via its Customer Account.

9.4 In particular, the Customer must comply with the following:

• access data provided must be protected against access by third parties and must not be passed on to unauthorised third parties;
• industrial property rights and copyrights of third parties must be respected (e.g. when adopting texts and data of third parties); Section 10.4 applies accordingly;
• services of centron and its vicarious agents must not be misused or made available for misuse; in particular, the transmission of, or reference to, information offerings with unlawful or immoral content, content that serves incitement to hatred, gives instructions for criminal offences or glorifies or trivialises violence, is likely to seriously endanger children or young people morally or to impair their well-being, or may damage the reputation of centron is prohibited;
• any attempt, whether by the Customer itself or through unauthorised third parties, to retrieve information or data without authorisation, to interfere or cause interference with programs operated by centron and its vicarious agents, or to penetrate data networks of centron or of other customers without authorisation must be refrained from;
• the use of subscribed centron Products and Services in connection with content from the fields of gambling and pornography is not permitted;
• the use of centron Products and Services for deployment in high-risk areas (these include in particular weapons systems, nuclear facilities, life-support systems, communication and navigation systems in aviation and other critical areas of use in which the failure of the centron Products and Services may directly or indirectly lead to personal injury or death) is permitted only upon prior request and the conclusion of a contract supplement with centron;
• the exchange of electronic messages must not be misused for the unsolicited sending of messages or information to third parties for advertising purposes (spamming);
• before data and information are sent, they must be checked for viruses, and virus protection programs corresponding to the state of the art must be used. Systems and centron Products and Services used by the Customer, as well as other applications and data of the Customer, must be protected against misuse and kept free of malware (e.g. by means of appropriate firewall settings, the installation of current security updates and software or the use of malware scanners);
• centron Products and Services must not be used for training artificial intelligence (“AI”) applications to the extent that this violates statutory requirements, in particular of data protection law and copyright law;
• AI applications based on centron Products and Services, or AI applications contained in centron Products and Services, must not be used to engage in prohibited practices within the meaning of Art. 5 of Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence (“AI Act”);
• AI applications based on centron Products and Services, or AI applications contained in centron Products and Services, must not be used in a manner that violates statutory provisions.

10. Customer’s obligations to cooperate

10.1 The Customer will support centron to a reasonable extent in the provision and performance of the centron Products and Services. In particular, the Customer will:

• on its own responsibility, create all technical and organisational prerequisites to enable proper performance;
• report problems with the use of centron Products and Services and security incidents that have occurred in connection with the centron Products and Services to centron (via https://account.centron.de/support) without undue delay after discovery;
• in the case of problem reports, observe the symptoms that have occurred, the program functionality and the system and hardware environment in detail and report problems that occur, stating information useful for eliminating the problem, for example the number of users affected, a description of the system and hardware environment and, where applicable, third-party software loaded simultaneously, together with documentation, via the ticket system provided by centron;
• designate an administrative contact person on the platform who, as such, has all decision-making powers and authority required for the purposes of performing the services; the Customer will enter any change to the Customer’s designated administrative contact persons in the Portal without undue delay;
• assist in the search for the causes of problems and instruct its employees to cooperate with the employees engaged by centron;
• independently carry out extensions or reductions of subscribed centron Products and Services necessary for its use cases via the Portal or the centron API;
• read the release notes published in the Portal and, where applicable, fulfil the reasonable obligations to cooperate described in more detail therein; and
• should it be necessary or helpful for the isolation or remedying of a problem that centron obtains access to a system of the Customer, the Customer will, if required, provide centron with remote access (VPN connection or remote desktop sharing) or other administrative access at its own expense (including connection costs).

In doing so, the Customer will take appropriate measures in accordance with the state of the art to prevent virus infections or other impairments.

10.2 The Customer takes all reasonable measures to enable an effective completion of the Switch and will, in good faith, implement all instructions of centron in connection with the Switch. In particular, following a Switching Notice, the Customer is obliged to provide centron with the information required for completion of the Switch in accordance with the provisions of Section 6. The Customer informs centron in text form without undue delay when the upload of the exportable data and digital assets held at centron to another provider of data processing services or to ICT infrastructure on the Customer’s own premises has been completed.

10.3 The Customer ensures the proper set-up and connection of the systems within its responsibility and tests and documents them to the customary extent.

10.4 The Customer ensures that it holds all rights necessary to be able to use centron Products and Services for its data processing purposes; this applies in particular to the use of software, applications or other services of third parties that the Customer uses in connection with subscribed centron Products and Services. In particular, the Customer must observe and comply with any licence terms, copyright laws and/or other ancillary copyright rights of centron as well as of third parties.

10.5 As long as cooperation services or provisions to be made by the Customer have not been rendered in accordance with the contract, centron is released from its relevant performance obligation in whole or in part to the extent that centron is dependent on the respective cooperation or provision for the performance of the services owed under these Terms of Use or the Subscription concluded. centron is not responsible for disruptions in performance that arise from the Customer’s failure to render cooperation services/provisions in accordance with the contract.

11. Prices and billing

11.1 The prices applicable to centron Products and Services are set out in the price list currently in force. The fee payable by the Customer under a Subscription is displayed to the Customer before the Order is placed in accordance with Section 4.2 and is bindingly agreed upon conclusion of the Subscription. Use of the Portal itself is free of charge.

11.2 Following a Switching Notice, centron Products and Services continue to be remunerated in accordance with the price list currently in force until the end of the Subscription. For the avoidance of doubt, the parties agree: the Customer remains obliged to pay the remuneration until the end of the Subscription even if the transition period is extended under Sections 6.14 and 6.15.

11.3 Prices are shown as net prices.

11.4 Unless otherwise provided, subscribed centron Products and Services are invoiced to the Customer monthly in arrears after consumption has been determined; invoices are due immediately and without deduction upon receipt by the Customer.

11.5 Billing is carried out in accordance with the payment method previously selected by the Customer.

11.6 The Customer agrees that invoices may be transmitted to it electronically. Messengers or representatives may also be used for invoicing. Invoices are sent to the Customer’s generally notified address.

11.7 (1) Insofar as the subscribed centron Products and Services are recurring services (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, main memory, storage media, GPUs), licences and services of third parties, data centre and network infrastructure, and personnel. This right also exists during an agreed minimum contract term. (2) A price increase is permissible only 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.

11.8 The Customer may only set off claims that have been finally and conclusively established by a court, are ready for decision or are undisputed. It is only entitled to assert rights of retention if the counterclaim asserted is undisputed or has been finally and conclusively established by a court. The assignment of claims against centron is excluded; this does not apply within the scope of application of Section 354a of the German Commercial Code (HGB).

11.9 centron is entitled to carry out or perform outstanding deliveries or services only against advance payment or the provision of security if it becomes aware of circumstances that are likely to substantially reduce the Customer’s creditworthiness and that jeopardise payment by the Customer of the outstanding claims arising from the respective contractual relationship.

11.10 All payments of remuneration are understood as net amounts after deduction or withholding of present or future taxes, if and to the extent that such taxes are levied on centron in the Customer’s state of residence and are to be paid over by the Customer (hereinafter referred to as “Tax Deduction”). The term taxes covers all types of payments and levies assessed or levied by the tax authorities or other public bodies authorised to levy them in the Customer’s state of residence. These include, by way of example but not exhaustively: income tax, corporation tax, capital gains tax, withholding or deduction tax, together with all types of ancillary payments, such as interest, surcharges and other payments on taxes to be paid. If a Tax Deduction is to be made, centron will support the Customer in obtaining, on the basis of an applicable double taxation agreement or other national provisions in the Customer’s state of residence, full or partial exemption from withholding/deduction tax and/or full or partial refund of the withholding/deduction tax paid over.

12. Warranty

12.1 The contractually agreed quality of subscribed centron Products and Services is set out in the underlying Service Specifications or the Service Description, in particular the availability figures specified therein.

12.2 The Customer must notify defects without undue delay after becoming aware of them. The Customer’s notifications of defects must in particular contain

(i) a detailed description of the incident,

(ii) information on the time and duration of the outage and

(iii) the number and location(s) of the persons affected (if applicable).

Within the bounds of what is reasonable, the Customer must take those measures that facilitate the determination of the defects and their causes.

12.3 The Customer’s right of self-remedy under Section 536a(2) BGB is excluded.

12.4 The Customer’s rights in respect of defects of the centron Products and Services are excluded to the extent that the Customer has made or has had made changes to the subscribed centron Products and Services without centron’s consent, unless the Customer proves that the changes have no unreasonable effects on the analysis and remedying of the defects.

13. Rights of use and licence terms

13.1 With regard to the use of the Portal and its content, the Customer is granted a simple (i.e. non-exclusive), non-transferable, non-sublicensable, worldwide limited right of use, limited in time to the term of the Terms of Use, for the Customer’s internal business purposes.

13.2 In addition, the Customer receives a right, limited to the duration of the Subscription and to the subscribed scope of use, to access the subscribed centron Cloud Service. The Customer is not entitled to use the centron Products and Services beyond the use permitted under these provisions and the underlying Service Specification or the Service Description, to allow third parties to use them or to make them accessible to third parties. In particular, the Customer is not permitted to sell the centron Products and Services or parts thereof or to make them available to third parties; this does not affect the Customer’s right to use subscribed centron Products and Services as the basis for its own products (e.g. software-as-a-service offerings) and in turn to offer these to the Customer’s end customers, as long as the agreed subscription terms do not preclude this or are complied with; the Customer is responsible for any act, toleration or omission of its end customers with regard to compliance with the subscription terms by the Customer as if it were its own. In all other respects, Section 13.1 applies accordingly to the subscribed centron Products and Services.

13.3 If the subscribed centron product or service contains programs or software of third-party manufacturers, the licence terms of the respective third-party manufacturers additionally apply to them. In this respect, the Customer ensures that it complies with the licence terms of the third-party manufacturers. The licence terms of the third-party manufacturers can be viewed by the Customer within a Service Specification of the respective centron Cloud Service and are accepted by the Customer upon conclusion of a Subscription.

13.4 Where the Customer’s rights of use to programs and software granted for a limited period end, the Customer must delete all programs and software, including any copies, and confirm this in text form at centron’s request. To the extent that the Customer is obliged to retain the software and programs on the basis of statutory retention obligations, its obligation arises upon the end of the statutory retention obligations.

13.5 The Customer acknowledges that the centron Products and 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. In particular, by submitting its registration offer for the Portal, the Customer declares that it is not resident in a country or region that is subject to comprehensive trade restrictions or embargoes. In addition – notwithstanding any other licensing agreements – the Customer will not make any centron Products and Services available to natural or legal persons that are subject to applicable restrictions under the Trade Regulations in force from time to time. centron is not obliged to fulfil existing performance obligations towards the Customer to the extent that fulfilment would constitute a violation of applicable Trade Regulations.

14. Infringement of third-party rights and indemnification claims

14.1 To the extent that third-party rights are infringed by the centron Products and Services, centron will, at its own option and at its own expense, either procure the necessary right of use for the infringed rights or modify the services in such a way that they no longer infringe the rights but continue to comply with the contractual agreements. If centron does not succeed in doing so within a reasonable period, the Customer is entitled to terminate the affected Subscription by ordinary termination with immediate effect (special right of termination).

14.2 If centron culpably infringes third-party rights in the provision of the products and services, centron will indemnify the Customer against claims of third parties that have been finally and conclusively established by a court and against the reasonable costs of legal defence. This indemnification obligation applies only if the Customer:

informs centron without undue delay of the assertion of such claims,

leaves the sole legal defence to centron upon request, and

supports centron to a reasonable extent in defending against the claims.

The limitation of liability in amount under Section 15 applies accordingly to all indemnification and cost reimbursement claims under this Section 14.2.

14.3 Provided that the Customer has acted culpably with regard to the infringement of third-party rights in connection with the use of the centron Products and Services (in particular in connection with Section 13.3) and centron informs the Customer without undue delay of the assertion of claims by third parties on account of the alleged infringement of third-party rights, the Customer will indemnify centron against all claims of third parties asserted in this connection.

15. Liability

15.1 centron is liable for damages in accordance with the statutory provisions – irrespective of the legal grounds –

• in the event of intent and gross negligence,
• in the event of slight negligence for damage resulting from injury to life, body or health,
• in the event of assumption of a guarantee,
• in the event of fraudulent concealment of a defect, and
• in the event of claims of the Customer under the German Product Liability Act (ProdHaftG).

15.2 Without prejudice to the provisions in Section 15.1 above, in the event of slight negligence centron is liable for other damage only in the event of a breach of a material contractual obligation; material contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place, on whose compliance the Customer regularly relies and may rely, and which protect legal positions of the Customer that are essential to the contract. In this case, centron’s liability is limited to compensation for the foreseeable damage that typically occurs.

15.3 In the event of liability of centron under Section 15.2, centron’s liability is limited in amount to €5,000.00 per case of damage.

15.4 In the event of data loss or data destruction, centron is liable only if the data loss or destruction was caused by centron intentionally, through gross negligence or as a result of a breach of a material contractual obligation. centron’s liability is limited in amount to the damage that would also have occurred if the Customer had carried out a proper data backup.

15.5 centron is not liable for the data content and data consistency of the Customer’s data.

15.6 centron is not liable for the impossibility of or delay in performance to the extent that this was caused by force majeure or other events that were not foreseeable at the time of conclusion of the contract and for which centron is not responsible. Such events include in particular:

operational disruptions of all kinds,

outages of the internet or of other publicly accessible telecommunications networks,

difficulties in obtaining necessary official permits, and official measures.

If these events make performance substantially more difficult or impossible for centron and the impediment is not merely of a temporary nature (e.g. permanent lack of provision of a required interface by the Customer), centron is entitled to withdraw from the contract, provided that no exchange of performance has yet taken place; otherwise, to terminate the affected Subscription.

In the case of impediments of a temporary nature, the performance periods are extended or the performance dates are postponed by the period of the impediment plus a reasonable start-up period.

To the extent that, as a result of such a delay, the Customer cannot reasonably be expected to accept the services, it may terminate the contract with regard to the affected Subscription by means of a declaration in text form made without undue delay.

15.7 centron’s no-fault liability under Section 536a(1), first alternative, BGB for defects that already exist at the time of conclusion of the contract is excluded, unless the defect relates to a characteristic warranted by centron.

15.8 The Customer’s claims for damages and claims for reimbursement of futile expenses become time-barred within one (1) year. This does not apply to claims under Section 15.1.

15.9 In all other respects, centron’s liability – irrespective of the legal grounds – is excluded.

15.10 To the extent that centron’s liability towards the Customer is limited or excluded, this applies accordingly to the legal representatives, employees, freelancers and other vicarious agents or persons employed in the performance of tasks of centron.

15.11 For damage attributable exclusively to the use of the free-of-charge Portal (i.e. without Subscriptions also being affected at the same time), centron is liable only under Section 15.1; any further liability is excluded.

16. Use of free services and free usage period

16.1 Where centron provides the Customer with services free of charge or free of charge for testing purposes (in particular preview versions, alpha/beta tests, free trials, test accounts, etc.) (“Free Services”), the following provisions apply in addition. In the event of a conflict between the following provisions and the other provisions of the Terms of Use, these provisions on the use of Free Services take precedence to that extent.

16.2 Free Services that can be obtained via the Portal are not listed in the cost calculation via the Portal and are not invoiced to the Customer.

16.3 Special Free Services that serve testing purposes are marked as such in the Portal (e.g. as beta, free trial, test account) (“Free Services for Testing Purposes”).

16.4 Free Services for Testing Purposes are not fully developed products and may cause errors, lack of functionality, bugs or other problems, for example in the form of data loss, data impairment, disruptions, delays and damage.

16.5 centron is entitled to discontinue, modify or change a Free Service for Testing Purposes at any time without prior notice.

16.6 The Customer has no entitlement to receive or to the continuation of the Free Service for Testing Purposes; centron is not obliged to further develop a Free Service for Testing Purposes or to offer it as a final product.

16.7 centron is entitled to use feedback provided by the Customer with regard to the Free Service for Testing Purposes for the development, further development or other improvement of products and services.

16.8 centron is liable for damage caused by the use of Free Services in accordance with Section 15.1, which applies accordingly. In all other respects, liability is excluded.

16.9 If centron grants the Customer a period for the free use of the centron Products and Services, the above provisions apply accordingly to all centron Products and Services subscribed by the Customer within the free usage period.

16.10 The provisions on a Switch by the Customer do not apply to Free Services and Free Services for Testing Purposes.

17. Confidentiality

17.1 The parties undertake to treat all confidential information of the respective other party as strictly confidential. They will use it exclusively within the scope of the contractually agreed cooperation and will not disclose it to third parties without prior written consent.

The receiving party must protect the confidential information against unauthorised access by third parties by means of appropriate technical, organisational and legal measures. The standard of protection must not fall below the level of care exercised in its own affairs.

The confidentiality obligation applies for the entire term of the contract and for a period of five (5) years after termination of the contract. The right to ordinary termination (with notice) of this confidentiality obligation is excluded.

17.2 Confidential information means trade and business secrets (within the meaning of Section 2 of the German Trade Secrets Act (GeschGehG)) and other information that is reasonably to be regarded as confidential, and all information or documents disclosed to one party by the other party in the course of the cooperation.

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

• confidential information was already known to the other party at the time of conclusion of the contract or subsequently becomes known to it lawfully from a third party, i.e. without a confidentiality agreement, statutory provision or official order being violated as a result;
• confidential information is publicly known at the time of conclusion of the contract or subsequently becomes publicly known without a culpable breach of the above obligation;
• confidential information was obtained by the other party through independent discovery or creation or on the basis of a product made publicly available;
• the disclosure is necessary in the course of the cooperation or to safeguard the legal interests of the party and is made to auxiliary persons who have been obliged in writing to maintain confidentiality in accordance with the obligation described above or to advisers who are bound to professional secrecy under professional law;
• the disclosure is made by the Customer or by a company affiliated with the Customer within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) to another company affiliated with the Customer within the meaning of Sections 15 et seq. AktG that has been obliged in writing to maintain confidentiality in accordance with the obligation described above;
• the disclosure by centron to one in accordance with the obligation described above;
• one party has released the other party from the obligation;
• in the cases of Section 5 of the German Trade Secrets Act (GeschGehG), or
• if there is a mandatory obligation of disclosure by or on the basis of law or of a judicial or official decision. In this case, the parties will inform each other of this without undue delay in writing or in text form and will jointly determine the scope of the disclosure within the limits of what is legally permissible.

18. Special duty of confidentiality

centron is aware of the statutory duty of confidentiality of persons bound by professional secrecy under Section 203 of the German Criminal Code (StGB). With regard to the data uploaded by the Customer in the course of using the centron Products and Services (“Content Data”), centron and its employees are bound to secrecy. When using subcontractors who, in the course of their services for centron, could potentially obtain knowledge of Content Data, centron must ensure that they are bound to secrecy and can only obtain knowledge to the extent necessary for the performance of the respective services. In the event that the subcontractor engaged by centron uses a further subcontractor, centron obliges the subcontractor engaged by it to pass on contractually the same confidentiality obligations that were imposed on the subcontractor engaged by centron.

19. Amendment of the Service Specifications, the Service Description and the Terms of Use

19.1 In the event that this is necessary for a valid reason and the supplementation or amendment of the Service Specifications, the Service Description or the Terms of Use (collectively “Contract Documents”) does not unreasonably disadvantage the Customer, in particular because the relationship between performance and consideration does not shift predominantly to the Customer’s disadvantage, centron is entitled to amend the Contract Documents in whole or in part with effect for the future. This includes in particular regulatory or legal reasons, reasons of security, further development, optimisation and addition of service content, technical adjustments and ensuring the functionality of the Portal.

19.2 In all cases of supplements and amendments to the Contract Documents, the amendments will be communicated to the Customer by e-mail at least eight (8) weeks before the new Contract Document takes effect. They are deemed approved if the Customer does not expressly object to the amendments after receipt of the notice of amendment and before the amendments take effect. In the notice of amendment, the Customer will be specifically informed of this legal consequence, the start of the period, the period and the date on which the amendment takes effect. In the event that the Customer objects to the amendment of a Contract Document, centron has a special right of ordinary termination with immediate effect

(i) with regard to the respective centron product or service, provided that it is affected by the amendment, or

(ii) – provided that the amendment concerns the Portal – with regard to all Contract Documents.

19.3 centron points out to the Customer that, to the extent that the Service Description or the corresponding Service Specification contains deviating provisions on changes to the content of centron Products and Services, these deviating provisions take precedence to that extent.

20. Reselling

20.1 In the event that the Customer obtains access to the Portal for the purpose of procuring centron Products and Services via a separate contractual relationship with a reselling partner of centron, the Customer’s contracting party with regard to the respective Subscription concluded is the channel partner (“Channel Partner”).

20.2 Separate contractual provisions between the Customer and the Channel Partner remain unaffected by these Terms of Use.

20.3 In the case of reselling, these Terms of Use apply between centron and the Customer with the following adjustments and modifications:

a) Orders, adjustments and terminations of Subscriptions made by the Customer via the Portal or the centron API available from time to time are implemented by centron accordingly in accordance with these Terms of Use, and centron thus acts as messenger for receipt (Empfangsbote) of the Customer’s declarations to the Channel Partner. In this respect, the Customer must observe, and is responsible for ensuring, that it carries out orders, adjustments and terminations made via the Portal or the centron API in accordance with the contractual terms (if any) of its Channel Partner. Termination of subscribed centron Products and Services must also be effected via the self-service area of the Portal or the centron API in the case of reselling.

b) Section 11 (Prices and billing) does not apply. The remuneration for the Channel Partner must be agreed by the Customer directly with the Channel Partner. The Customer pays remuneration for centron Products and Services directly and exclusively to the Channel Partner;

c) By way of derogation from Section 12 (Warranty), the Channel Partner is the Customer’s first point of contact for all questions of warranty and support for centron Products and Services;

d) The Customer receives any credits that may arise (service payback) on the basis of the Service Description or the applicable Service Specification in the event of an availability shortfall directly and exclusively from the Channel Partner;

e) The Customer notifies

(i) the Channel Partner of any termination of these Terms of Use and

(ii) centron of any termination of the agreement between the Customer and the Channel Partner;

f) centron is entitled to block the Customer’s access to the subscribed centron Products and Services temporarily or permanently if the Channel Partner does not pay an undisputed invoice for centron Products and Services because the Customer has not paid the Channel Partner.

20.4 centron is entitled to share confidential information of the Customer with the Channel Partner. To this extent, the Customer releases centron from its confidentiality obligation in accordance with Section 17.3.

21. Final provisions

21.1 These Terms of Use are the exclusive contractual basis for registering as a Customer for the Portal. In addition to these Terms of Use and the Service Description or Service Specification underlying the respective centron Cloud Service, deviating or supplementary provisions may also apply to the use of the centron Products and Services offered, which the Customer can view via the Portal before conclusion of the contract. Any conflicting general terms and conditions of the Customer are excluded, even if they are not expressly objected to.

21.2 The legal relationships between the Customer and centron arising from these Terms of Use and from Subscriptions concluded are governed by German law, excluding the conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

21.3 Should individual provisions of the Terms of Use or of a Subscription be or become void, invalid or unenforceable in whole or in part, this does not affect the validity, effectiveness or enforceability of the remaining provisions of the Terms of Use or of the Subscription. The void, invalid or unenforceable provision shall be replaced – to the extent legally permissible – by the valid, effective and enforceable provision that comes closest to the economic intention and purpose of the void, invalid or unenforceable provision. This applies accordingly to unintended gaps in these Terms of Use or the Subscription.

21.4 The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms of Use or Subscriptions of centron Products and Services is Bamberg.