for the provision of a “cloud service for cybersecurity”
– (hereafter “customer”) –
Veronym Holding GmbH
Bachstelzenweg 23, 14195 Berlin
– (hereafter “Veronym”) –
The customer declares that it is not a consumer in the sense of section 13 of the German Civil Code (BGB) and that the services will be used exclusively within the scope of its business activities.
• Contractual object and components of the contract
• Contractual object
The object of this contract is Veronym’s provision of a cloud solution for cybersecurity. Each licensed terminal device and/or the customer’s licensed network accesses the services via the Veronym cloud. Veronym thus offers the customer daily-updated security for using the Internet via stationary and mobile terminal devices or via the customer’s network.
• The components of the contract are:
1. Service package
2. Price list
3. Agreement on the order agreement
• Veronym’s General Terms and Conditions (GTC) in the version applicable upon conclusion of the contract.
• The inclusion of general terms and conditions or contract terms from the customer that deviate from these General Terms and Conditions shall be rejected. Conflicting or supplementary provisions are included only with the express written consent of Veronym.
• If Veronym introduces new services after the conclusion of this contract, these services are not subject to this agreement unless otherwise agreed in this contract.
• The type and scope of the respective agreed services are detailed in Annex 1 to this contract and the description of services in the service package ordered by the customer.
• Veronym reserves the right to adapt its services at any time, in particular the software / hardware used and the online help.
• Collaboration of the contract partners
• The customer shall provide Veronym with all the documents and information required for the performance of the services.
• The customer names a responsible contact person for all matters pertaining to this service contract.
• The customer or its employees have no direct authority to issue instructions to Veronym or its employees.
• Veronym may provide the customer with all important information and notifications about its services via electronic methods, including email. For such purposes Veronym may use all necessary information about the customer, including information about the user account in the Veronym cloud.
• Responsibilities of the customer
• The customer bears sole responsibility for setting up and using a functioning hardware and software environment in order to properly operate Veronym’s services.
• The customer must perform a regular backup of all its data in accordance with the state of the technology.
• The customer is not permitted to sell or otherwise supply Veronym’s services to third parties or to use Veronym’s services to create its own products or services; in particular, such products or services (that could be) used to detect, block or handle threats or for other purposes (Internet security).
• The fees for the services are based on Veronym’s price list (Annex 2) valid at the time of the conclusion of the contract.
• The fees are based on the purchased services and the number of licences (terminal devices), not on the actual use of the services.
• The euro shall be the currency for all amounts stated in the price list. The agreed fees are to be understood plus the statutory value added tax insofar as there is liability for VAT.
• Further regulations for the payment of fees are specified in Veronym’s General Terms and Conditions.
• Veronym is liable only for intentional and grossly negligent behaviour of its organs and vicarious agents in accordance with the statutory provisions. This also applies to damages from injury to life, body or health and to damages caused by the absence of a guaranteed quality, and in the case of fraudulently concealed defects.
• In the case of material damage or financial loss caused by slight negligence, liability is limited to cases of breach of a fundamental contractual obligation. Fundamental contractual obligations are those whose fulfilment is essential for the proper execution of the contract and on whose compliance customers may regularly rely. In these cases the liability is limited to such contract-typical damages with which Veronym had reasonably to reckon upon conclusion of the contract.
• Any liability going beyond the liability according to 6.1 and 6.2 of these General Terms and Conditions is excluded. This applies to all claims due to the violation of contractual obligations and to claims arising from tortious acts but not to liability due to culpa in contrahendo.
• All limitations of liability pursuant to 6.1 to 6.3 shall also apply in favour of the organs and vicarious agents of Veronym.
• Claims according to the Product Liability Act remain unaffected.
• Veronym shall be liable for the loss of data only if Veronym is at fault and only up to the amount that would have been incurred to restore the data if the data had been properly and regularly backed up by the customer.
• Data protection, confidentiality and security
• The parties must treat as confidential all confidential information and business and trade secrets obtained within the scope of the contractual relationship, and in particular not pass them on to third parties or use them for purposes other than those stipulated in the contract.
• Contract period and termination
• The contract begins after the first successful registration by the customer for the Veronym cloud service. Veronym confirms the start of the paid-for use via an email to the customer.
• The customer can terminate the contract at any time by sending a notice of termination to Veronym (via email) with a notice period of one month taking effect at the end of the month.
• Without prejudice to the termination of the entire contract, the customer may partially terminate the services, i.e. only with respect to the number of purchased licences, by sending Veronym (via email) a termination stating the number of licences to be terminated. The notice period is one month taking effect at the end of the month.
• The contract may be terminated by either party without notice in the event of good cause.
• In the event of a fundamental breach of this agreement by the customer, Veronym may terminate this agreement and the licence to use the services immediately without notice in writing to the customer.
• The parties agree that failure by the customer to pay the fees on time constitutes good cause for termination.
• Applicable law and place of jurisdiction
• If the customer purchases Veronym’s services in a member state of the European Union, German law applies exclusively.
• The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this contract.
• The exclusive place of jurisdiction is Berlin.
• Severability clause
If any provision of this contract, in whole or in part, is found to be invalid or unenforceable for any reason whatsoever, the remaining regulations shall not be affected thereby. The parties must replace the ineffective regulation with an effective regulation which comes closest to the economic intention.