SysEleven Object Storage
General Terms and Conditions of SysEleven GmbH
Preamble:
SysEleven GmbH (hereinafter referred to as “SysEleven”), Boxhagener Straße 80, 10245 Berlin, Germany, provides cloud computing services. This includes a storage module, “SysEleven Object Storage – SEOS”, which can be controlled via the SysEleven Stack. The client (hereinafter referred to as “the Client”) would like to make use of the storage module in accordance with the following contractual terms and conditions.
1. Conclusion of the contract and scope
1.1 A contract shall be deemed to have been concluded if SysEleven accepts, by means of an order confirmation email, fax or letter, the order placed by the Client on the basis of a quote prepared by SysEleven.
1.2 The services provided by SysEleven are not intended for consumers within the meaning of Section 13 of the German Civil Code (BGB).
1.3 Unless otherwise regulated in this service level agreement, the contractual provisions regarding the SysEleven Stack in the version valid at the time the contract was concluded shall also apply.
2. Object of the contract
2.1 The object of this contract is the provision of storage capacity (Infrastructure as a Service, or “IaaS”) in the cloud. Details concerning the scope and content of the specific service/services to be provided by SysEleven can be found in the appendices to this contract or the individual agreements concluded between the Client and SysEleven. The Client is aware that the SysEleven Object Storage can only be used in conjunction with other cloud services provided by SysEleven that are the object of a separate agreement.
2.2 SysEleven shall keep the storage capacity booked by the Client ready for use in accordance with point 3. In addition, SysEleven does not assume any liability with regard to the stored content under this contract.
3. Service level
3.1 Unless agreed otherwise, the storage capacity shall be available for 99.9% (732 hours) of the month less the time required for the installation of updates, upgrades, new releases and/or other modifications, provided that redundant capacities are booked. If this is not the case, SysEleven shall not guarantee any specific availability.
3.2 SysEleven hereby draws the Client’s attention to the fact that the services it provides may be limited or impaired by factors beyond its control. In particular, these factors include the actions of third parties not acting on behalf of SysEleven, technical matters affecting the internet which are beyond SysEleven’s control and force majeure. The hardware and software or technical infrastructure used by the Client may also have an influence on the services provided by SysEleven. In the event of such circumstances having an impact on the availability or functionality of the services provided by SysEleven, this shall have no effect on the need for the services rendered to comply with the Contract. Malfunctions due to the aforementioned reasons shall not limit the contractual availability.
3.3 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 report such incidents, Section 536 c of the German Civil Code (BGB) shall apply accordingly. Such limitations are to be reported via a ticket system, which can also be accessed by e-mailing support@syseleven.de. To ensure support is received promptly, emergencies must also be reported by telephone on the respective up-to-date support number given to the Client.
3.4 If SysEleven fails to comply with the availability obligation outlined above, the Client shall also be entitled to service vouchers as follows:
3.4.1 Reimbursable unavailability is the number of commenced minutes for which the booked storage cannot be used, not including the circumstances described in points 3.1 and 3.2 above.
3.4.2 For every commenced minute of unavailability cumulated monthly, the Client shall automatically receive a service voucher in the following month for a percentage of the monthly fee to be paid, amounting to:
- 10% of the monthly fees payable for the use of SEOS if the average availability of the storage systems in the month concerned was 99.0% or higher.
- 25% of the monthly fees payable for the use of SEOS if the average availability of the storage systems in the month concerned was less than 99.0%.
If a termination becomes effective before the invoice is issued, the voucher shall be forfeited.
4. Fee, payment and invoicing procedures
4.1 Invoices shall be issued according to the prices agreed in the quote.
4.2 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 the parties.
4.3 Invoices shall be sent electronically in PDF format. A fee shall be charged for dispatch by post. Invoices must be paid in full immediately 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 stop providing its services or to block the Client’s access to its services. If part of an invoice is being disputed, the undisputed amount must always be paid in full.
4.4 Both parties to the contract may only offset payments against payment requests which are legally binding or undisputed and against such payment requests which have originated from the same legal relationship and have developed from a claim which the party to which the counterclaim is due would be entitled to use to assert a right of retention or a right to refuse to perform services.
5. Duration, termination
5.1 The term of the contract shall be based on individual agreements between the parties.
5.2 SysEleven or the Client may terminate fixed-term contracts in writing if the respective other party continues to breach essential contractual obligations despite having received a written warning from the other party to the contract, persists in violating the contract even after a reasonable period of time, and it cannot be reasonably expected for the party terminating the contract to continue the contractual relationship until such a time when it may terminate it ordinarily as outlined above.
5.3 The right to terminate the contract for exceptional reasons shall remain unaffected by this.
6. Miscellaneous
6.1 If the Client is a business person within the meaning of German commercial law, a legal entity under public law or a special fund under public law, the place of fulfilment of all obligations arising from the respective contract shall be SysEleven’s registered office.
6.2 The contract shall be governed exclusively by the law of the Federal Republic of Germany. The application of German private international law and the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded.
6.3 If the Client is a business person within the meaning of German commercial law, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for any legal disputes arising directly or indirectly from or in connection with the contractual relationship shall be Berlin. This shall also apply in the event of proceedings concerning cheques or bills of exchange.
6.4 If a provision of this contract is or becomes ineffective, this shall not affect the effectiveness of any of the remaining provisions.
These General Terms and Conditions have been translated. Only the German-language General Terms and Conditions (https://www.syseleven.de/agb-sla-syseleven-object-storage/) are legally valid.
Version: February 2020
