SysEleven – General terms and conditions

Last updated: September 2024

1. General

1. SysEleven GmbH (hereinafter referred to as “SysEleven”) is a subsidiary of secunet Security Networks AG and offers products and services (hereinafter referred to as “Services’) in the area of cloud services, web hosting, managed services in the B2B area. The client (hereinafter referred to as “the Client”) would like to make use of these services in accordance with the following contractual terms and conditions.
2. The services are not intended for consumers as defined by Section 13 of the BGB. SysEleven reserves the right to request suitable proof of the classification of the Client as a business.
3. The present terms, as well as the product-specific conditions where relevant, apply exclusively. The Client’s general terms of business and/or purchase conditions do not apply, unless their validity is expressly agreed in text form at minimum.

2. Object of the contract

1. Under this contract (framework agreement), SysEleven offers the Client the offer to temporarily use the service in exchange for a fee.
2. Concrete details on the specific service to be provided by SysEleven can be found in the accepted offer, the product-specific conditions, service level agreement and service descriptions (also jointly referred to as “Individual contract”).
3. The integral components of the contract are listed below in their order of priority:
   1. These General Terms and Conditions
   2. Individual contract
      1. Offer
      2. Service Level Agreements (where relevant)

• Product-specific conditions including their annexes

1. Description of service

1. General contract of use

4. In the event of contradictions between these General Terms and Conditions and the individual contract, the order of priority as listed above shall apply in descending order.

3. Conclusion of contract, registration

1. User registration is required in order to use SysEleven’s services. SysEleven offers the Client the option of using this service either through onboarding by an employee of SysEleven or as self-service if this is available for the specific service. By carrying out user registration and creating an organisation in SysEleven’s onboarding service, the Client concludes a framework agreement regarding the use of SysEleven’s services. The user is entitled to create or be assigned to multiple organisations. Organisation refers to the company that is the contracting party of SysEleven (hereinafter referred to as “Client”).
2. Onboarding by an employee of SysEleven:
   After order acceptance, the organisation and user accounts are created for the appointed contact persons. Then a project is created by the Client or SysEleven.
3. Registration as self-service:
   The registration process is divided into the following steps:
   1. Registering a user account – admin account
      For registration, the user enters a work e-mail address, first and last name as well as password.
      SysEleven uses a double opt-in procedure. Clicking on the link provided in the confirmation e-mail concludes the user registration process.
   2. Creating an organisation
      After the user is registered successfully, an organisation is created. To create the organisation it is necessary to communicate the business name of the company, the company’s registered address and a billing address if this is not the same as the registered address.
      Once the organisation has been created successfully, the organisation (hereinafter referred to as “Client”) is released and the user is able to access SysEleven’s fee-based services. By creating the organisation, the user declares their authorisation to submit legally binding declarations on behalf of the company.
   3. Registration of other users:
      Once the organisation has been registered and created successfully, the user is authorised to invited other users to join the organisation. The additional users receive an e-mail in which they are invited to register and join the organisation. To register, it is necessary to provide a work e-mail address, first and last name as well as password. Here as well, a double opt-in procedure is used. The user receives a confirmation e-mail at the work e-mail address provided. Clicking on the link provided in this e-mail concludes the registration process. The first time a user logs in after an invitation, the user has to confirm the invitation in order to join that organisation. After registering successfully and accepting the invitation, this user can access SysEleven’s services. The Client’s admin account is able to restrict and expand the rights of all users. All users can trigger costs by calling up services if they are granted corresponding rights.
4. The processing of data provided during the registration process is described in the Privacy Policy.
5. SysEleven is entitled to block access to the user account if
   1. there is reason to suspect that the access data for the user account has been compromised. In this case, SysEleven will inform the user using the contact information that the user has saved in the user account (business e-mail address).
   2. the Client fails to fulfil the payment obligation for the services acquired from SysEleven despite being reminded to do so.
   3. the Client files an application to open insolvency proceedings, or the Client has ceased to make payments more than temporarily, or if insolvency proceedings are opened regarding the Client’s assets, or the opening of such proceedings is rejected due to lack of assets.

4. Provision of services

1. The provision of services is subject to the prerequisites outlined under “Conclusion of contract, registration”.
2. All services ordered by the Client are assigned to projects. Where possible, these projects are created by the Client itself or by SysEleven.
3. SysEleven performs the service (IT service) for the Client on its own public cloud platforms. These are platforms divided between all clients. The use of resources is based on the fair use model. SysEleven does not provide any guarantees for a minimum quantity of resources, such as compute power, bandwidth or storage. The Client uses the services of the SysEleven public cloud in such as a way that the use of the services by other clients is not impaired. SysEleven reserves the right to take action in the event of improper use to protect the availability for other clients and their projects.
4. The Client is aware of the support services offered. The Client knows which services are covered by support.
5. SysEleven provides the service to the Client in accordance with the individual contract. The Client is obligated to accept the minimum quantity specified in the individual contract.
6. For the provision of IT services, SysEleven ensures that sufficient capacity is available to temporarily cover higher needs of the Client within normal magnitudes. Requirements above and beyond this are implemented based on availability. The Client has the option to inform SysEleven at any time in a binding request to increase the capacity of the IT services used by the Client, with advance notice of 2 months, so that availability can be agreed and ensured. If SysEleven provides the service on its infrastructure, this shall be made available at the interface between the data network within which the service runs (transfer point) and other networks. SysEleven shall not be responsible for establishing and maintaining the data connection between the Client’s IT system and the transfer point.
7. SysEleven is entitled to update its service and provide this to the Client instead of the service provided for use at the start of the specific contract (individual contract), as long as this change is reasonable for the Client to accept. Changes involve, for example, updates/upgrades to underlying software or are necessary because of technical requirements.
8. SysEleven continuously develops its services and is entitled to change them at any time in this regard. SysEleven informs the Client regarding developments that could impact the Client’s ordered services, as well as regarding any cancellation or definitive discontinuation of services. This information will be provided at least thirty (30) days before actual implementation of the development in text form. The Client is entitled to terminate the service in question within thirty (30) days after receiving the information. If the Client uses the service above and beyond the aforementioned grace period, this change is deemed as accepted by the Client.
9. The Client agrees to always use the latest versions of applications, tools and software provided by SysEleven.
10. If unscheduled changes are made, for instance for security reasons, the Client will be informed as quickly as possible. The Client is not entitled to a newer version of the originally provided service.

5. Cooperation of the customer

1. The Client obtains access data to access SysEleven’s service, and can create and manage additional access data depending on the service. All access data must be kept confidential at all times and must not be made available to unauthorised third parties. If the Client suspects or becomes aware that its access data was used without authorisation, the Client will inform SysEleven promptly and make reasonable efforts to prevent the unauthorised use. The Client shall be solely responsible for all activities relating to its access data.
2. SysEleven is entitled to delete a user account if the registration process is not completed within an appropriate period of time.
3. The Client is obligated to provide the assistance required to render the agreed services. In particular, the Client shall provide free of charge all the necessary information and documents and shall appoint a sufficiently qualified contact person with a sufficient level of authorisation. Information and documents that the Client must provide are essential foundations for the implementation of the agreed services. The Client shall be liable if it provides erroneous and/or incomplete information.
4. Unless otherwise agreed in the individual contract, the Client is independently responsible for backing up the data and information saved by the Client on the servers provided by SysEleven. The Client will back up these data and information outside of SysEleven’s services.
5. If, during the provision of services, SysEleven receives materials, data and other information from the Client (“client materials”), the Client must ensure that it retains a copy of this data for backup purposes. The Client shall also make sure that data stored on SysEleven’s systems is free from any malware.
6. The Client is fully responsible for updates that fall under its sphere of responsibility. Before the update, the Client must ensure that the necessary backups for recovery are available and that the new versions have been reviewed for correct functionality in the project.
7. SysEleven shall not be required to provide its contractual services if and to the extent that the Client does not fulfil its obligations to assist SysEleven. In such an event, any schedules shall be automatically and appropriately amended. If the Client is responsible for the non-fulfilment of its obligations to assist SysEleven, the Client is not released from its payment obligation, and if SysEleven incurs more extensive damages as a result, the Client shall be required to compensate for these damages.
8. If the Client independently installs software on the service provided by SysEleven, the Client is responsible for ensuring the functional capacity of the independently installed software.
9. If the Client fails to fulfil its obligations of collaboration during the update of software under its sphere of responsibility despite repeated reminders, SysEleven reserves the right to conduct these updates itself. SysEleven will set an appropriate deadline for the Client for the update.
   30 days before an update carried out by SysEleven, SysEleven will inform the Client
   1. that SysEleven will perform an update, and when this will occur,
   2. and which new version the software will have after the update.
10. The Client is obliged to inform SysEleven immediately and as precisely as possible in the event of malfunctions, interruptions or limitations to the services. If the Client fails to cooperate, Section 536c BGB applies analogously.

6. Rights of use

1. SysEleven grants the Client a non-exclusive, non-transferable right of use, restricted in terms of content to the contract purpose and restricted spatially to the place of contractual use, restricted in time to the duration of the contract, unless otherwise expressly agreed between the Client and SysEleven.
2. The Client is only allowed to edit the software if this was expressly agreed or covered by the intended use of the software according to the individual contract.
3. The Client is only authorised to make changes, additions and other revisions as defined by Section 69 c No. 2 UrhG insofar as the law permits such actions as essential and/or a deviating regulation was expressly agreed upon.
4. The Client is only entitled to carry out decompilation within the limits of Section 69 e UrhG and only to establish interoperability with other software once SysEleven has provided the necessary data and/or information after a written request stipulating an appropriate deadline. Apart from this, the Client is not entitled without an express deviating agreement with SysEleven to obtain further business secrets through observation, examination, dismantling or tests (“reverse engineering”) if the software provided is not publicly available.
5. The Client is only allowed to provide the service to third parties, whether for a free or free of charge, if this is covered by the intended use of the service according to the individual contract.
6. The Client must comply with the licence terms of the software used. If the software licence requires SysEleven to provide the software to the Client, SysEleven will make this available for retrieval.
7. If the Client transfers copyrighted content (e.g. images, brands and other content protected by copyright or trademark law) to SysEleven due to its cooperation obligations, it shall grant SysEleven a non-exclusive right of use, restricted in terms of content to the contract purpose and restricted spatially to the place of contractual use, restricted in time to the duration of the contract, in order to perform the agreed services.
8. The Client ensures that it possesses all the rights to the client materials it transfers needed to grant such rights to SysEleven. If the Client is not the holder of the necessary rights, the Client must obtain the necessary rights from the rights holder.
9. If work results are developed on the Client’s behalf, SysEleven grants the Client a non-exclusive, non-transferable right of use, restricted in terms of content to the contract purpose and restricted spatially to the place of contractual use, restricted in time to the duration of the contract, unless legal restrictions and/or third party rights of use oppose this and unless a more extensive right of use was expressly agreed between the Client and SysEleven with reference to this regulation.

7. Terms of use

1. The Client will not use SysEleven’s service in such a way that compromises the service provided to the Client by SysEleven or in such a way that restricts SysEleven’s ability to deliver services to its clients.
2. Moreover, the Client will not use SysEleven’s service for improper and/or unlawful purposes, or to an extent that endangers public safety. Improper purposes particularly include distributing, downloading or publishing content and/or activities that could prejudice or impair third-party rights. Improper purposes also include the publication and distribution of materials depicting sexual abuse of children, content that could impair and/or severely morally endanger the well-being of children and young people, cyberstalking, content aimed at inciting violence among the public or terrorism, content that leads to criminal offences or is unlawful for other reasons.
3. If and insofar as SysEleven obtains knowledge of breaches against the terms of use, SysEleven will block and/or delete the content in question. SysEleven obtains knowledge when requested by the responsibility authorities or a court to block or delete specific content. SysEleven also obtains knowledge if a user reports content that violates the terms of use. SysEleven does not moderate the content on its services.
4. SysEleven will inform the Client regarding the blocking/deletion of its content, as long as this is permitted by law or pursuant to a law.
5. If knowledge is obtained based on a report from user, SysEleven will review whether to continue blocking the content, under consideration of all interests and preserving the principle of reasonable effort.
6. If the Client’s content is blocked/erased, the Client is entitled to contest this decision.
7. If the Client violates these terms, SysEleven is entitled to terminate the contract without notice. This applies in particular if blocking/erasing the content occurs based on an official or court order. The Client releases SysEleven from all damages and claims of third parties that are generated by the breach and shall hold SysEleven harmless.

8. Contract duration and termination, end of contract and settlement

1. The framework agreement is concluded for an unlimited period and begins upon acceptance of the offer. The duration of use for the specific service provided by SysEleven is oriented on the agreement in the specific individual contracts. The term of the specific individual contract starts on the date SysEleven provides the service to the Client.
2. If an automatic extension of the term is agreed for a specific service, this is based on the agreement in the individual contract.
3. The notice period for termination is based on the agreement in the individual contract. If no notice period is agreed, the following applies: If a commitment of at least 12 months is agreed in an individual contract, the term is extended by an additional twelve months unless the individual contract is terminated in writing after the expiry of the minimum term with a notice period of six (6) months to the end of the specific term. If the use of on-demand service is agreed in the individual contract, no fixed term is agreed. The Client can stop using the on-demand service at any time without requiring termination.
4. Termination of an individual contract or ceasing use of the on-demand service does not imply a termination of the framework agreement.
5. To terminate the framework agreement, it is necessary to delete the organisation in the onboarding service. An organisation is deleted by the last remaining user of an organisation. Deleting the organisation is only possible after terminating all individual contracts, subject to the restriction that the termination of the framework agreement only takes affect when the last remaining individual contract has ended.
6. The right to termination without notice shall remain unaffected by this.
7. Discontinuing use of the service leads to the deletion of the data generated by or saved in the service. The Client will independently backup and delete these data before discontinuing use, as long as SysEleven grants access to the data.
8. On request, SysEleven can work closely with the Client and third parties appointed by the Client and shall ensure that no disruptions to the provision of the services occur during the transition period. It shall also work to ensure that the Client or third party appointed by the Client is in a position to begin performing the services forming the object of this contract after the contract comes to an end. To this extend, SysEleven can prepare and hand over corresponding documentation. The Client shall assist with this.
9. SysEleven shall continue to be entitled to receive payment for its work in the form of its monthly fee and shall continue to be reimbursed for all other costs until the service is definitively discontinued. Depending on the individual case, it may be agreed that the fee to be paid for each calendar month, the agreed level of availability and the guarantee conditions be reduced for this period.
10. Following receipt of the written notification that the Client has been able to read and process all the data transferred, the data stored on the systems at SysEleven’s data centre shall be deleted and SysEleven shall inform the Client of this deletion in writing. To clarify: If the Client continues to use the service after the end of the individual contract term due to a pending switch to its own IT systems or to another provider or for another reason after the end of the individual contract, this use must be paid for until final discontinuation of use. This further use does not extend a terminated contractual relationship or establish a new contract regarding the use of the services.

9. Fee, payment and invoicing procedures, price adjustment

1. For each project, a monthly invoice is drawn up including all services performed within the context of this project.
2. Billing is carried out according to the prices indicated in the individual contract, or according to the valid price list at the time of ordering the service as a self-service based on the volume consumed or the service booked. Invoice items for which the amount is known in advance in the month of settlement are invoiced in advance on a monthly basis. Services that are billed based on consumption, such as traffic, are billed subsequently in the following month. Unless otherwise indicated in the product-specific conditions, the Client only pays for the actual use of the service. This is recorded on an hourly basis at least. Every commenced hour is settled retrospectively in the following month (“Pay as you go” model). The prices are based on the price list valid on the date on which the specific individual contract was concluded.
3. Unless indicated otherwise, all prices stated by SysEleven do not include the applicable statutory value-added tax. Additional chargeable services which the Client also decides to make use of following the conclusion of the Contract shall be charged for in accordance with the price list valid at this time or by agreement between SysEleven and the Client.
4. If it is agreed that a fixed price should be paid as a one-off sum, this must be paid in full on receipt of the invoice. If it is agreed that a fixed price should be paid in instalments, the agreed instalment must be paid in full on receipt of the partial invoice.
5. If the agreed services are paid for on the basis of actual use, monthly invoices shall be issued for the preceding month. These invoices shall be prepared on the basis of records of the services provided. If services are calculated based on time, the intervals are derived from the corresponding service descriptions. The records of the services provided shall be deemed to have been accepted if the Client does not object to them within ten (10) working days of receipt.
6. SysEleven is entitled at its due discretion to adjust the prices for its service based on the development of costs that are authoritative for price calculation. Price increases are considered and price discounts are adopted if, for example, the costs for procuring energy or other significant changes in market conditions lead to an altered cost situation. Increases in a cost type may only be used as the basis for a price increase to the extent that they are not offset by any decrease in costs within other areas. In the event of cost decreases, e.g. electricity costs, SysEleven must discount the prices if these cost decreases are not offset in whole or in part by increases within other areas. SysEleven will select the specific times for a price change by exercising its due discretion in such a way that cost decreases are not applied according to less favourable benchmarks for the Client than cost increases; in other words, cost decreases affect the price at least to an equal degree as cost increases.
7. The provisions regarding remuneration and pricing shall also apply accordingly to the agreed partial performance of services and partial invoices.
8. Invoices shall be sent electronically by email in PDF format. A fee shall be charged for dispatch by all other methods.
9. Invoices must be paid in full within ten (10) days on receipt. The definition of what constitutes a delay in payment and the consequences of such a delay shall be in line with statutory provisions. If a payment owed by a Client is more than three months overdue or has been requested for the third time, SysEleven reserves the right to terminate the contract without notice. If part of an invoice is being disputed, the undisputed amount must always be paid in full.
10. The Client is only entitled to offset amounts arising from outstanding claims that are uncontested or established by legal decision. The Client can only assert a right of retention based on counterclaims from the specific contractual relationship.

10. Third-party products

1. If third-party software products are used for SysEleven’s service, the licence terms of the third-party provider shall apply.
2. SysEleven will provide the Client with the licence terms of third-party software if the Client procures this software through SysEleven and manages it independently.
3. The Client is aware that the terms of third-party software products may be modified by those third parties. If such changes to the terms would impact SysEleven’s provision of services to the Client, SysEleven is entitled but not obligated to use an appropriate substitute in order to provide the agreed-upon service. SysEleven will inform the Client of changes in advance.
4. If the software contains faults, SysEleven is entitled to provide a substitute solution.

11. Maintenance work

SysEleven reserves the right to conduct maintenance work on a regular basis both on the underlying hardware and on the software required for providing the services in order to maintain the security and availability and for ongoing development of the services.

12. Support

The Client is allowed, where relevant, to choose between different support plans. Information regarding support plans can be called up on the website or found in the individual contract.

13. Service Level Agreement – Service level objectives

Unless otherwise specified in the service level agreement, SysEleven does not guarantee the availability of the services offered. Malfunctions in these services are eliminated as quickly as possible.

14. Guarantee, limitation period, liability

1. SysEleven guarantees the functional capacity and operational readiness of the service. Unless otherwise expressly agreed in the following or in the individual contract, the statutory guarantee regulations apply.
2. For defects in the service provided by SysEleven, SysEleven is liable according to the guarantee provisions of lease law (Sections 536 et seq. BGB), yet subject to the condition that, by way of derogation from Section 536a (1) BGB, there is only an obligation to pay damages in the event of fault as agreed in the specific individual contract.
3. Defects must be reported promptly using the contact details available on SysEleven’s website, including a detailed description of the defect being reported. Reported faults must be reproducible.
4. Defects are present if SysEleven’s service does not fulfil the level of performance agreed in the individual contract when used properly according to the contract, and this has a significant impact on its suitability for the use agreed in the individual contract.
5. The Client may not assert any guarantee claims
   1. for only minor deviations from the agreed quality, or only minor impairments in the usability of SysEleven’s products
   2. in the event of improper operation by the Client
   3. if hardware, software or other equipment configurations are used by the Client which are not suitable for using the service,
   4. if the Client fails to report a defect promptly and SysEleven was unable to remedy the situation due to this failure to promptly report the defect, or
   5. if the Client is aware of the defect when concluding the contract and the Client did not reserve this right despite express reference to this provision.
6. If the Client reported a defect and the Client’s guarantee claims are not excluded, SysEleven is entitled to rectify the defect within an appropriate deadline through measures chosen at its due discretion. The Client will give SysEleven a suitable amount of time and opportunity to rectify the defect. Subsequent performance is also fulfilled if the Client is shown options for preventing the defect from having an impact. An equivalent new program level of the software underlying the service, or an equivalent prior program level of the software underlying the software which did not contain a defect, must be provided as long as this is reasonable for the Client to accept.
7. If eliminating the defect is impossible or unsuccessful, or in the event of a culpable or unreasonable delay, or serious and final refusal to eliminate the defect on the part of SysEleven, the Client is entitled in particular to reduce the fee owed according to the extent of the negative impact (reduction), insofar as the Client requests the credit specified in the individual contract within ten (10) days.
8. The limitation period for guarantee and damage claims is one year from the start of the statutory limitation period. Insofar as the law prescribes maximum periods for the limitation of guarantee and damage claims, however, the claims become time-barred by the end of these statutory maximum periods at the latest. Claims to withdrawal or reduction, however, which can only be declared within one year after the provision of the service, become time-barred no earlier than three months after the declaration of withdrawal or reduction is submitted, i.e. fifteen months after the provision of the service at the latest.
9. Regardless of the legal reason, SysEleven is only liable for damages and reimbursement of wasted expenditure in the event of wilful intent or gross negligence, or in the event of culpable violation of cardinal contract duties. For violations of cardinal contract duties, SysEleven’s liability is restricted to typically foreseeable damages, except in cases of wilful intent or gross negligence.
10. Liability for data loss is restricted to the expense of recovery which would have been incurred if reliable backup copies had been produced regularly according to the level of risk and the necessary preventive measures had been carried out under the Client’s area of responsibility. Section 254 of the BGB remains unaffected.
11. These limitations of liability do not apply for personal injuries, for legal liability according to product liability law or if a guarantee was issued.
12. These limitations of liability also apply directly to the benefit of the employees, representatives and aides of SysEleven.
13. SysEleven declares that it holds all the necessary rights for the fulfilment of this contract and its intended purpose.
14. If a third party asserts to one of the contracting parties that a service offered by the other party violates its rights, this contracting party will promptly notify the other party. The contract party that is violating a third party’s rights is entitled but not obligated, where permitted, to defend against the asserted claims at its own cost. The other contracting party is not permitted to acknowledge third-party claims without the prior consent of the contracting party that violated the third party’s rights, or to concede the accuracy of the underlying facts or conclude a settlement in this regard.
15. The same applies for third-party claims asserted against one contracting party due to actions of the other contracting party that violate anti-trust law or intellectual property law.
16. If SysEleven performs services on request during troubleshooting or elimination of faults without being obligated to do so, SysEleven is permitted to demand remuneration in line with its usual rates. This applies in particular if no demonstrable defect is found.

15. Confidentiality

1. Confidential information refers to all information about circumstances associated with business operation that is only known to a small, limited group of individuals, i.e. not public knowledge, and which must be kept secret due to a legitimate interest of the business owner, regardless of the nature and form of this information. This category particularly includes verbal information, writings, memoranda, reports, documents, investigations, analysis, drawings, letters, computer print-outs, software programs, specifications, data, graphic representations, tables, audio recordings, visual reproductions as well as any copies of the information outlined above for which the disclosing party has adopted suitable confidentiality measures.
2. The parties will treat confidential information as strictly confidential and will not disclose the information to third parties without the prior written consent of the other party. None of the companies named below are considered third parties: secunet Security Networks AG, secunet International GmbH & Co. KG, secunet International Management GmbH, insofar as information must be disclosed to these parties as part of SysEleven’s implementation of the contract purpose. The parties are each allowed to disclose confidential information to those employees who require the specific confidential information for the purpose of performing the contract, insofar as the employee in questions has committed to maintain confidentiality through a written declaration of confidentiality.
3. The abovementioned obligation does not apply for information which
   1. was already public knowledge at the time it was received by the receiving party;
   2. was already in the possession of the receiving party at the time it was received by the receiving party;
   3. became public knowledge after receipt without the involvement of the receiving party;
   4. was made available by a third party without an obligation of secrecy and non-use, subject to the condition that this third party did not receive this information directly or indirectly from the receiving party, or
   5. is required to be disclosed due to legal provisions, official or judicial decisions. The disclosing party only has to inform the party who revealed the information insofar as legal provisions, official or judicial decisions prescribe notification regarding the disclosure of confidential information.
4. If the contracting parties have not reached a deviating agreement, the confidentiality obligations cease to apply five (5) years after the termination of the framework agreement according to the provisions of this paragraph.

16. Data protection

If the parties obtain access to personal data under the framework of the contractual purpose, they must collaborate with any third parties who are contractually associated with them in connection with the contractual products in order to safeguard the requirements of data protection pursuant to the General Data Protection Regulation (GDPR), the Federal Data Protection Act (BDSG) and the locally applicable national legal regulations on data protection, and protect these data using state-of-the-art methods. Where necessary, the parties will conclude a contract processing agreement pursuant to Art. 28 GDPR.

17. Compliance

1. The Client is obligated to observe the rules of the Code of Conduct for suppliers and business partners (Code of Conduct for Suppliers and Business Partners), and in particular the applicable legal regulations for combating corruption along with the applicable regulations of anti-trust law.
2. In the event of a violation against these obligations, SysEleven is entitled to terminate this contract without notice. The Client releases SysEleven from all damages and claims of third parties that are generated by the breach and shall hold SysEleven harmless.

18. Use of the Client’s details for advertising purposes

1. When providing lists of existing clients for advertising purposes on its own website or in its own documents, SysEleven may indicate the services which are to be or have already been provided for the Client and may also use the Client’s logo and company name (abbreviated if necessary) for this purpose. In addition, SysEleven may publish press releases about the Client’s order and the project.
2. For the duration of the contractual relationship, the Client grants SysEleven the non-exclusive, transferable right to content restricted to the abovementioned purpose of using the Client’s logo and company name. More extensive use of the Client’s logo and company name is only permitted if the Client has consented to this use in advance.
3. If the Client’s reference details (logo, company name) are used in SysEleven’s documents as print documents, previously produced documents may continue to be used after the end of the contractual relationship.

19. Non-solicitation clause

1. The parties mutually agree to refrain from soliciting any employee from the other party either directly or indirectly during the contract term.
2. Solicitation refers to influencing an employee bound by contract with the aim of motivating them to change their place of work.
3. In each case of culpable breach of the above obligation by one of the parties, the other party is entitled to demand liquidated damages from the other party amounting to one year’s salary for the solicited employee, which must be reviewed for appropriateness by the Berlin District Court, unless the soliciting party is able to demonstrate that it did not solicit the employee.
4. The right to assert other claims, in particular to injunction or damages, remains unaffected.

20. Final provisions

1. If this contract contains regulatory gaps which need to be filled, or one or more provisions of the contract are or become invalid in whole or in part, the rest of the contract remains effective. For the cases described above, the contracting parties hereby agree to replace the invalid or missing regulation with a provision that comes as close as possible to the economic effect of the invalid regulation, such that the intended purpose of the contract can be achieved as far as possible or the gap is closed.
2. The laws of the Federal Republic of Germany apply exclusively to the contractual relationship between the parties and all associated rights and obligations, to the exclusion of regulations referring to other jurisdictions and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
3. The exclusive place of jurisdiction for the contractual relationship between the parties and all associated rights and obligations is Berlin. The right of the parties to request temporary legal protection from their legal courts of competent jurisdiction remains unaffected by this jurisdiction clause.

21. Product-specific terms and conditions

The following product-specific conditions apply independently of the agreed service:

1. SysEleven *aaS – Product-specific conditions for IT services in an as-a-service model
2. SysEleven Managed Services – Product-specific terms for managed IT services