Paging and incident handling
Germany (EU)
SSO (Single sign-On)
Germany (EU)
IaaS (Cloud infrastructure)
Germany (EU)
GitLab (Managed hosting)
Germany (EU)
Ticket management
Ireland, Dublin (EU)
Email delivery (Brevo)
Germany, France, Belgium (EU)
The following versions valid at the time of conclusion of the contract form part of the Terms and Conditions:
/a. the Service Level Agreement ("SLA"), available at: https://kloudease.com/en/service-level-agreement/
/b. the Data Processing Agreement ("DPA"), available at: https://kloudease.com/en/data-processing-agreement/
/c. the Statement of Work ("SoW") concluded between AOE and the Customer.
1.1. AOE offers various services ("AOE Services") that are subject to these Terms and Conditions.
1.2. Where the Customer engages AOE with the provision of the kloudease platform, platform add-ons, managed services or accelerators ("kloudease Services"), the SLA additionally applies to these services.
1.3. Distinct from this are support services that go beyond maintenance and bug fixing within the scope of kloudease Services ("Support Services"), which are also subject to the Terms and Conditions and can be commissioned by the Customer additionally. These include, among other things, configuration changes to kloudease Services, questions regarding the use of kloudease Services, management of access rights or provisioning of new kloudease Services.
1.4. Further distinct are service activities that go beyond basic support for kloudease Services ("Service Activities"), which are likewise subject to the Terms and Conditions and can be commissioned by the Customer additionally. These include, among other things, integrations into customer systems, customization of kloudease Services, consulting or development services.
The engagement of auxiliary persons and subcontractors, as well as the transfer of obligations under this contractual relationship by AOE to any subcontractors, does not require the prior consent of the Customer.
3.1. The Customer shall support AOE — to the extent necessary — in the provision of services.
3.2. The Customer shall bear any costs and expenses in connection with its own cooperation and supply obligations.
3.3. To the extent that AOE is prevented from providing the contractually agreed services due to the Customer's failure to properly fulfill its cooperation and supply obligations, AOE shall not be responsible for any resulting service disruptions.
4.1. Support and Service Activities are provided and billed on an hourly basis ("Time and Material", T&M).
4.2. They are commissioned by the Customer by contacting support@kloudease.com or a designated AOE employee in simple text form.
4.3. Unless otherwise agreed in the Statement of Work (SoW), Support Services are billed at an hourly rate of €148.00.
4.4. Unless otherwise agreed in the Statement of Work (SoW), Service Activities are billed at an hourly rate of €168.00.
5.1. The infrastructure required for the provision of kloudease Services is provided by a third-party provider (e.g. STACKIT).
5.2. AOE is responsible for the provisioning, configuration and management of platform components within this infrastructure.
5.3. The availability of the infrastructure and infrastructure-related services are provided by the respective third-party provider and are subject to their contractual terms.
5.4. AOE assumes no liability for outages or service disruptions attributable to the infrastructure provided by the third-party provider.
5.5. The availability levels agreed in the Service Level Agreement ("SLA") relate exclusively to the kloudease Services provided by AOE and not to the underlying infrastructure.
5.6. If the Customer uses their own infrastructure ("Bring Your Own Infrastructure", BYOI), the Customer is responsible for its availability, provisioning, operation, maintenance, security and any resulting costs.
6.1. Remuneration amounts are net amounts.
6.2. Payment is due at the end of each month.
6.3. kloudease Services are billed at a flat monthly rate based on the conditions applicable at the time the respective service was commissioned.
6.4. Billing for kloudease Services begins from the point in time at which the respective service was made available to the Customer for use.
6.5. Infrastructure costs incurred are billed on a pay-per-use basis.
6.6. Billing for infrastructure costs begins from the point in time at which costs arise through the provisioning of infrastructure, even if kloudease Services have not yet been made available for use due to outstanding setup, integration or customization.
6.7. Support and Service Activities are billed in 30-minute increments; any commenced half-hour is charged as a full half-hour.
6.8. In the event of late payment by the Customer, default interest of 9% p.a. above the applicable 3-month EURIBOR rate shall become due. This is without prejudice to any additional claims for damages by AOE.
6.9. Should the Customer fail to fully meet their payment obligation within 30 days of the due date, AOE reserves the right to suspend the AOE Services for the duration of the default.
6.10. Time-and-Material efforts are billed in 30-minute increments; any commenced half-hour is charged as a full half-hour.
7.1. A service defect exists where a service deviates from the agreed service description. From the moment AOE becomes aware of a service defect, AOE will begin analyzing the defect and investigating its cause within the agreed response time, and will remedy the defect within the agreed recovery times.
7.2. If it subsequently emerges that the alleged service defect was not in fact a defective provision of services by AOE, but that the defect originated within the Customer's sphere (e.g. user error, failures of the Customer's service providers such as cloud providers), such performance shall be deemed a Support Service within the meaning of Section 1.3 and may be billed by AOE accordingly.
8.1. AOE is liable in accordance with statutory provisions for damages:
8.2. Without prejudice to the foregoing, AOE is liable for simple negligence in cases of damage arising from the breach of a material contractual obligation; material contractual obligations are those whose fulfillment is essential to the proper performance of the contract and on whose compliance the Customer regularly relies and may rely, and which protect the essential contractual positions of the other party. In such cases, liability is limited to compensation for foreseeable, typically occurring damage, with a maximum of €5,000,000 per loss event.
8.3. No-fault liability of AOE pursuant to § 536a para. 1, first alternative of the German Civil Code (BGB) for defects existing at the time of conclusion of the contract is excluded, unless the defect relates to a characteristic expressly warranted by AOE.
8.4. In all other respects, the liability of AOE — regardless of the legal basis — is excluded.
In order to provide its own services, it is partly necessary for AOE to process personal data on behalf of the Customer. Such processing is additionally governed by the Data Processing Agreement (DPA).
10.1. The parties mutually undertake to maintain confidentiality with regard to all facts that are entrusted or become known to them in connection with the contractual relationship or the other party, in particular with regard to Confidential Information.
10.2. All data received by one party from the other party — including in particular, but not limited to, information about business and trade secrets, as well as other information, documents and data that become known in the course of the cooperation and that are designated as confidential or recognizable as confidential due to other circumstances, in particular information relating to technologies, software, know-how, products, services, prices, customer lists, employees, marketing plans, market analyses, sales concepts, financial matters, and all information arising or newly generated in connection with the cooperation — shall be considered confidential (collectively: "Confidential Information"). Confidential Information may only be shared within a party with those persons who are strictly required to be involved in the review or conduct of the cooperation ("need-to-know" principle).
10.3. The confidentiality obligation does not apply or ceases to apply to information for which the respective party can demonstrate that:
10.4. The receiving party shall use the Confidential Information exclusively within the scope of the contractual relationship and not for any other purpose, in particular not for its own or third-party competitive purposes, and shall not disclose it to third parties or make it publicly available.
10.5. Both parties undertake to impose the obligations arising from this confidentiality agreement internally on all their employees or third parties who come into contact with the Confidential Information. Each party shall be liable for any breach of this confidentiality agreement by its employees or third parties.
11.1. kloudease Services are concluded for a period of twelve months and renew automatically upon expiry by a further twelve months.
11.2. The parties may terminate individual AOE Services or the contract as a whole at the end of the respective contract term with three months' notice in text form. If the contract as a whole is to be terminated, notice must be given before the end of the term of the longest AOE Service.
11.3. Without prejudice to the foregoing, each party is entitled to terminate individual AOE Services or the contract as a whole without notice for good cause. Good cause exists in particular where the other party continues to materially breach contractual obligations despite a written warning and threat of termination. The statutory right to extraordinary termination remains unaffected.
12.1. The Customer may upgrade AOE Services at any time. Upon upgrading an AOE Service, the term of the respective AOE Service begins anew.
12.2. The Customer may downgrade an AOE Service in accordance with the termination notice periods (see Section 11).
13.1. AOE is entitled to amend the contract or parts thereof for good cause, in particular in the event of material changes to the legal or technical framework conditions. The amendment will be communicated to the Customer in text form at least four weeks before it takes effect. In the event of a material amendment to the contract, the Customer is entitled to terminate the contract extraordinarily within two weeks of receipt of the notice of amendment. Termination takes effect upon receipt by AOE.
13.2. AOE is also entitled to amend the pricing structures of AOE Services. The amendment will be communicated to the Customer in text form at least four weeks before it takes effect, and the Customer must consent to the amendment — provided the respective AOE Service is currently in use — within two weeks of receipt of the notice of amendment. If the Customer does not consent to the amendment, AOE is entitled to terminate the respective AOE Service or the entire contractual relationship at the end of the applicable term.
14.1. Upon termination, the parties shall return to each other, upon request, all documents and other information relating to the contractual relationship that they received in connection with or on the occasion of the cooperation. This does not apply to correspondence and other documents that must be retained by law.
14.2. Where information exists in digital form, AOE is only obligated to make the information available in machine-readable format via an interface in a common format and, following confirmation of readability and after a reasonable period, to delete the administrator and user accounts as well as all applications and data.
14.3. In addition, AOE shall support the Customer, upon request, with the transfer of data stored under this contract to another system ("exit support"). Such exit support consulting services will be billed by AOE as Support Services (see Sections 1.3 and 4). AOE will inform the Customer of the estimated costs before commencing the services. This is without prejudice to any statutory or contractual obligations of AOE to hand over or delete data, which are to be fulfilled free of charge.
15.1. In the event of conflicts between provisions of these Terms and Conditions, the Service Level Agreement (SLA), the Data Processing Agreement (DPA) and/or the Statement of Work (SoW), the following order of precedence shall apply:a. the Statement of Work (SoW),b. the Data Processing Agreement (DPA),c. the Service Level Agreement (SLA),d. these Terms and Conditions.
15.2. The invalidity, nullity or unenforceability of individual provisions of these Terms and Conditions shall not affect the validity of the remaining provisions. An invalid, null or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the original intent of the parties in economic terms. The same applies to any gaps.
15.3. The place of jurisdiction for all disputes arising from this contract is the registered office of AOE. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of private international law.
AOE Solutions GmbH - Kirchgasse 6 - 65185 Wiesbaden - aoe.com - kloudease.com
