Note: ENTRONYX CLOUD is a demonstration project. This text is simulated and has no legal effect; in particular, it does not replace legal review.
§ 1Scope
Paragraph 1: These Terms and Conditions apply to all contracts between ENTRONYX Deutschland GmbH, Robert-Perthel-Str. 71-73, 50739 Cologne, operating on the market under the ENTRONYX CLOUD brand (hereinafter “E Cloud”), and its customers (hereinafter “customer”) for the provision of computing, storage and network capacity as well as related services.
Paragraph 2: Our quotes are aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. A contract with consumers within the meaning of Section 13 BGB is not concluded.
Paragraph 3: Deviating, conflicting or supplementary terms and conditions of the customer do not become part of the contract unless E Cloud expressly agrees to their validity in text form. This also applies if E Cloud provides the service unconditionally in the knowledge of such terms and conditions.
Paragraph 4: In addition, the service description, the price list and the Service Level Agreement apply in their version valid at the time the contract is concluded. In the event of contradictions, the following order of precedence applies: individual agreement, Service Level Agreement, these Terms and Conditions, service description.
An individual agreement is at the top of the order of precedence in paragraph 4: it takes precedence even over the Service Level Agreement, which in turn takes precedence over these Terms and Conditions and the service description. There are sixteen paragraphs on this page — they are not the entire contract. The service description, price list and Service Level Agreement also apply. If two of them contradict each other, the order of precedence in paragraph 4 decides, not the more recent date.
§ 2Conclusion of contract
Paragraph 1: The presentation of services in the customer panel, in the configurator and on the websites does not constitute a binding quote, but an invitation to submit a quote.
Paragraph 2: By submitting the order, the customer submits a binding quote. E Cloud confirms receipt without delay; this confirmation does not yet constitute acceptance.
Paragraph 3: The contract is concluded with the declaration of acceptance in text form or with the provision of the ordered service, whichever occurs first. For services with automatic provision, activation is deemed to be acceptance.
Paragraph 4: E Cloud is entitled to make the conclusion of the contract dependent on a check of identity and solvency and to reject it without giving reasons. There is no entitlement to the conclusion of a contract.
Paragraph 5: The contract text is saved and made available to the customer for retrieval in the customer panel. The contract language is German; in the event of differing language versions, the German version shall prevail.
§ 3Scope of services and service changes
Paragraph 1: The type and scope of the services result from the order and the associated service description. E Cloud owes the provision of the agreed capacity, not a specific economic success.
Paragraph 2: The transfer point of the service is the output of the router where the E Cloud network is connected to the public internet. No service is owed for transmission paths outside this point.
Paragraph 3: For dedicated servers and virtual instances, the responsibility for the operating system, its updating and the software operated on it lies with the customer, unless a managed service is expressly agreed.
Paragraph 4: E Cloud may further develop the service, provided the contractually owed scope is maintained. Changes that lead to a restriction will be announced in text form at least 90 calendar days in advance; in this case, the customer may terminate the contract extraordinarily at the time it takes effect.
Paragraph 5: The discontinuation of a product line takes place with a notice period of at least twelve months. Within this period, the service will continue to be provided unchanged and E Cloud will support the transition to a successor product.
§ 4Obligations of the customer to cooperate
Paragraph 1: The customer keeps the information required for the provision of services up to date, in particular the company name, address, VAT identification number and at least one technical and one commercial contact address.
Paragraph 2: Access data must be kept secret and protected from access by third parties. Two-factor authentication must be set up for the management of resources. The suspicion of unauthorised access must be reported immediately.
Paragraph 3: The customer is responsible for the software they use, its licensing and its security. They keep their systems at a level that closes known vulnerabilities.
Paragraph 4: The customer creates their own backups of their data at a frequency appropriate to the risk of damage. Section 12 remains unaffected.
Paragraph 5: Fault reports are made via the ticket system, stating the affected resource, the time including time zone and a description of the error. Without this information, processing will be delayed.
Paragraph 6: If the customer breaches obligations to cooperate, E Cloud's deadlines are extended accordingly. Any additional effort resulting from this will be charged according to the currently valid price list.
§ 5Usage restrictions and prohibited content
Paragraph 1: The customer may not use the services in a way that violates applicable law, infringes the rights of third parties or endangers operational security.
The following is prohibited in particular
- sending unsolicited advertising messages and operating infrastructure that serves this purpose
- operating services that attack or overload other systems or exploit their vulnerabilities without authorisation
- storing or distributing content whose possession or distribution is a criminal offence, in particular under Sections 130, 131, 184b and 184c of the German Criminal Code (StGB)
- the infringement of copyrights, trademarks or personal rights of third parties
- the operation of open relays, open resolvers or open proxies without effective abuse limitation
- concealing the origin of data traffic using forged sender addresses
- subletting to third parties without a partner contract, unless this is expressly permitted
Paragraph 2: There is no unprovoked review of the content stored by the customer. As a provider of hosting services, E Cloud is not obliged to conduct general monitoring under Art. 6 of Regulation (EU) 2022/2065.
Paragraph 3: The customer indemnifies E Cloud against third-party claims based on unlawful use by them or their users, including reasonable legal defence costs.
§ 6Quotas and fair use
Paragraph 1: Fair use applies to services designated as unlimited. Fair use is use that does not permanently and significantly exceed the typical consumption of comparable customers.
Thresholds at which E Cloud will seek a discussion Service Included scope If exceeded Outgoing data traffic per instance 20 TB per calendar month €1.09 per additional TB, no throttling Requests to the control plane 3,000 per minute and token HTTP 429 with Retry-After, no blocking Incoming data traffic No charge In the event of attack traffic, filtering according to § 7 applies Storage operations Object Storage According to the price list per 1,000 requests Billing based on actual consumption Support requests Unlimited within the support level Change of support level in case of obvious disproportion Exceeding limits does not lead to silent throttling. E Cloud informs the customer before taking action, except in cases of acute danger to operations. Paragraph 2: Before taking action due to inappropriate use, E Cloud gives the customer a deadline of at least ten calendar days to adjust, unless the use immediately endangers operations.
§ 7Misuse, suspension and abuse procedures
Paragraph 1: E Cloud receives reports of misuse at abuse@entronyx.cloud around the clock and begins processing within 60 minutes.
Paragraph 2: In the event of a justified suspicion of a legal violation, E Cloud requests a statement from the customer within 24 hours. In the event of serious violations or acute danger, the affected resource can be suspended in advance; the statement will then be provided afterwards.
Paragraph 3: A suspension is limited to the affected resource. A suspension of the entire customer account only occurs in the event of repeated violations or if an assignment to a single resource is not possible.
Paragraph 4: The customer is informed immediately of any suspension, stating the reason and the underlying report, provided this does not conflict with any official order. Once the reason has been eliminated, the suspension is lifted immediately.
Paragraph 5: The obligation to pay remuneration remains in effect for suspension periods for which the customer is responsible. There is no entitlement to a service credit under the Service Level Agreement during these periods.
Paragraph 6: If an attack on customer systems exceeds the filter capacity, E Cloud may temporarily discard traffic to the affected addresses to protect other customers. The measure is limited to what is necessary and communicated to the customer immediately.
§ 8Prices and price changes
Paragraph 1: The prices agreed upon conclusion of the contract apply. All prices are net plus the respective statutory VAT.
Paragraph 2: The agreed price applies for the entire current contract period. A price increase during a current period is excluded.
Paragraph 3: Price changes can take effect at the earliest at the beginning of the next contract period. E Cloud announces them in text form at least 90 calendar days before they take effect.
Paragraph 4: If the customer objects within 30 calendar days of receipt of the announcement, the contract ends at the end of the current period without the need for a separate cancellation. This consequence is expressly pointed out in the announcement.
Paragraph 5: Consumption-based fees are calculated according to actual use. The measured values can be viewed daily in the customer panel. Services billed by the hour are calculated from the time of provisioning until deletion, even if the resource is switched off in the meantime.
Paragraph 6: Term discounts are granted on the monthly net fees, not on setup fees. In the event of premature termination for a reason for which the customer is responsible, the discount for the months already received will be recalculated.
§ 9Payment, default and set-off
Paragraph 1: Billing takes place monthly at the end of the month. Invoices are provided electronically in ZUGFeRD 2.3 format; paper copies are only sent upon express request for a fee according to the price list.
Paragraph 2: Invoice amounts are due without deduction within 14 calendar days of the invoice date, or within 30 calendar days if a payment term has been agreed.
Paragraph 3: In the event of default on payment, E Cloud is entitled to claim default interest of nine percentage points above the base rate as well as the lump sum according to Section 288 (5) BGB.
Paragraph 4: Following an unsuccessful reminder with a notice period of at least ten calendar days, E Cloud may suspend the service. Before data is permanently deleted, a further notice period of at least 14 calendar days will be set.
Paragraph 5: Objections to an invoice must be raised in text form within eight weeks of receipt. After this period expires, the invoice is deemed approved; this consequence will be pointed out in the invoice. Statutory claims of the customer after the expiry of the period remain unaffected.
Paragraph 6: The customer may only set off claims that are undisputed or legally established. They are only entitled to a right of retention for counterclaims arising from the same contractual relationship.
§ 10Availability
Paragraph 1: The guaranteed availability, the measurement method, the exclusions and the service credit scale are set out in the Service Level Agreement, which is part of this contract.
Paragraph 2: Maintenance work is carried out and announced in the maintenance windows specified there. Emergency maintenance to avert acute dangers can take place without notice and is counted as half downtime.
Paragraph 3: The service credit under the Service Level Agreement is the final compensation for falling short of the availability. Claims under Section 13 remain unaffected insofar as they are based on intent or gross negligence.
§ 11Term and termination
Paragraph 1: The contract term is specified in the order. Unless otherwise agreed, it is one month and automatically renews for a further month at a time.
Paragraph 2: Contracts with a term of one month can be terminated with one day's notice to the end of the term. Contracts with a 12 or 24-month term can be terminated with 30 calendar days' notice to the end of the term; otherwise they renew for twelve months.
Paragraph 3: Resources billed by the hour can be deleted at any time without notice. Billing ends at the time of deletion.
Paragraph 4: Terminations require text form. Termination via the designated function in the customer panel satisfies this requirement.
Paragraph 5: The right to extraordinary termination for good cause remains unaffected for both parties. Good cause for E Cloud exists in particular in the event of repeated violations of Section 5, default on payment of more than two monthly fees, or the opening of insolvency proceedings against the customer's assets.
§ 12Backup and data return
Paragraph 1: E Cloud is only obliged to back up customer data if a backup service has been expressly ordered. The storage service itself does not replace a backup.
Paragraph 2: After the contract ends, the data remains accessible for 30 calendar days. At the customer's request, this period will be shortened or immediate deletion will be carried out.
Paragraph 3: Export takes place via the interfaces used by the customer. For the extraction of large amounts of data, E Cloud provides additional bandwidth on request without a separate fee.
Paragraph 4: After the period expires, the data is irretrievably deleted. Deletion is carried out by destroying the encryption key followed by overwriting. Recovery is then impossible, even for E Cloud.
§ 13Liability
Paragraph 1: E Cloud is liable without limitation for intent and gross negligence, for injury to life, body or health, within the scope of an assumed guarantee and under the Product Liability Act.
Paragraph 2: In the event of a slightly negligent breach of a material contractual obligation — i.e. an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely — liability is limited to the foreseeable damage typical for the contract at the time of conclusion.
Paragraph 3: The amount of the typical contractual damage is limited to twelve times the monthly net fee of the affected service, but no more than €250,000 per claim and €500,000 per calendar year.
Paragraph 4: Otherwise, liability is excluded. This applies in particular to lost profits, unrealised savings and indirect damages.
Paragraph 5: For the loss of data, E Cloud is only liable up to the effort that would have been required for recovery if the customer had carried out proper and regular backups. If the customer has ordered a backup service, this limitation does not apply.
Paragraph 6: The above limitations also apply in favour of the legal representatives, employees and vicarious agents of E Cloud.
We have deliberately chosen not to limit liability to one monthly fee, as is common in this industry. Twelve monthly fees are still little in the event of serious damage — but they are a figure that makes a difference in an emergency.
§ 14Data protection
Paragraph 1: Both parties observe the applicable data protection regulations. The details of processing by E Cloud as a controller are described in the Privacy Policy.
Paragraph 2: Insofar as E Cloud processes personal data on behalf of the customer, the data processing agreement under Art. 28 GDPR, which is concluded with this contract, applies. It can be viewed under Section 14 of the Privacy Policy and does not require a separate request.
Paragraph 3: The customer remains responsible for the lawfulness of the processing initiated by them. E Cloud does not take note of the contents, except in the cases exhaustively listed in the data processing agreement.
§ 15Changes to these conditions
Paragraph 1: E Cloud may change these conditions if this is necessary to adapt to a changed legal situation, supreme court rulings or changed technical circumstances and the customer is not unreasonably disadvantaged as a result.
Paragraph 2: The change will be communicated in text form at least 90 calendar days before taking effect. The changed sections will be highlighted; merely sending the new version is not sufficient.
Paragraph 3: If the customer does not object within 30 calendar days of receipt, the changes are deemed accepted. This effect will be specifically pointed out in the notification.
Paragraph 4: In the event of an objection, the contract continues under the previous conditions until the end of the current contract period. In this case, E Cloud may terminate the contract ordinarily at the end of the period.
§ 16Final provisions
Paragraph 1: The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of law rules of international private law.
Paragraph 2: The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is Cologne, provided the customer is a merchant, a legal entity under public law or a special fund under public law. E Cloud is entitled to also bring an action at the customer's general place of jurisdiction.
Paragraph 3: The place of performance for both parties is Cologne.
The place of jurisdiction and place of performance follow the registered office of the company, not the location of the machine: Cologne also applies to capacity running at one of the other ENTRONYX CLOUD locations. Paragraph 4: The assignment of the customer's claims arising from this contract to third parties requires the consent of E Cloud in text form. Section 354a HGB remains unaffected.
Paragraph 5: Should a provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision will be replaced by the statutory regulation.
Paragraph 6: There are no ancillary agreements. Amendments and additions must be made in text form; this also applies to the waiver of this formal requirement.
