General Terms and Conditions Hosting

Table of Contents

A. General Terms and Conditions

1. Scope
2. Services of the Provider
3. Changes to the Services
4. Conclusion of Contract
5. Right of Revocation
6. Obligations of the Customer
7. Moderation and Restriction of Content
8. Remuneration and Payment Terms
9. Term and Termination of the Contract
10. Liability for Defects
11. Liability
12. Amendment of the Terms and Conditions
13. Applicable Law, Jurisdiction
14. Alternative Dispute Resolution

B. Annex: Provisions on Provider Switching

1. Scope
2. Definitions
3. Pre‑contractual Information
4. Switching and Exit Plan
5. Initiation of the Switching Process
6. Transition Period
7. Provider's Obligations during the Switching Process
8. Customer's Duties
9. Restoration and Deletion of Data
10. Remuneration for the Switching Process and Exit Fees
11. Termination of the Switching Process
12. Contract Termination

A. General Terms and Conditions

1) Scope

1.1 These General Terms and Conditions (hereinafter "GTC") of ASCEND GmbH (hereinafter "Provider") shall apply to all contracts concluded between a consumer or entrepreneur (hereinafter "Customer") and the Provider with regard to the services presented by the Provider on its website. The inclusion of the Customer's own conditions is hereby objected to, unless otherwise agreed.

1.2 A consumer within the meaning of these GTC is any natural person who concludes a legal transaction for purposes that are predominantly beyond their commercial or self‑employed professional activity.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or self‑employed professional activity when concluding a legal transaction.

1.4 Also considered entrepreneurs within the meaning of these GTC are public authorities or other public‑law institutions if they act exclusively under private law when entering into the contract.

2) Services of the Provider

2.1 The Provider renders services for making content accessible via the Internet. For this purpose, it provides the Customer with system resources on a virtual server. The Customer may store content on this server up to a certain extent. The exact scope is set out in the Provider's service description.

2.2 On the server, the content is made available for retrieval via the Internet under an Internet domain assigned to the Customer. The Provider's services with regard to the transmission of data are limited solely to the data communication between the handover point of the Provider's own data communication network to the Internet and the server provided for the Customer. The Provider has no influence on data traffic outside its own communication network. A successful forwarding of information from or to the computer requesting the content is therefore not owed to that extent.

2.3 The Provider's online service is offered subject to availability. A 100 percent availability cannot be technically realized and therefore cannot be guaranteed to the Customer by the Provider. However, the Provider endeavors to keep the service available as constantly as possible. In particular, maintenance, security or capacity concerns as well as events outside the Provider's control (disruptions of public communication networks, power outages, etc.) may cause interruptions or the temporary shutdown of the service.

2.4 The Provider renders the aforementioned services with an overall availability of 99 percent.

Availability is calculated on the basis of the time falling within the respective calendar month during the contract period, less maintenance windows. The Provider will carry out maintenance work, as far as possible, during periods of low usage.

2.5 The content stored on the storage space designated for the Customer is regularly backed up by the Provider. Details on the frequency and procedure of the backup are set out in the Provider's service description. The Customer has no claim to the surrender of a backup medium, but only to the restoration of the backed‑up content to the server.

2.6 The Provider is entitled to adapt the hardware and software used for the provision of the services to the current state of technology. If such an adaptation results in additional requirements for the content stored by the Customer on the server in order to ensure the Provider's provision of services, the Provider will notify the Customer of these additional requirements in good time. In this case, the Customer must notify the Provider no later than four weeks before the conversion date whether it will adapt its content in time – i.e., no later than three working days before the conversion date – to meet the additional requirements. If the Customer refuses to adapt its content or does not do so within the aforementioned period, the Provider may terminate the contract with effect from the conversion date.

2.7 The Provider also arranges for the acquisition of the Internet domain(s) under which the Customer's content is to be made accessible. For this purpose, the Customer must designate the Internet domain(s) it desires. The Provider assumes no warranty for the availability of the desired domain(s) or for the non‑infringement of third‑party rights (e.g. name, trademark or title rights) through the registration of the desired domain(s) for the Customer. If the desired domain(s) are no longer available, the Provider will inform the Customer without delay and propose up to three alternative suggestions that come as close as possible to the originally desired domain. The Customer must then decide within a reasonable period set by the Provider for one of the alternatives. If the Customer lets the reasonable period set by the Provider pass without result, the Provider is entitled to select a domain for the Customer. The Provider is not responsible for obtaining rights to domains already registered for third parties by the relevant registration authority. The integration of an external domain managed by another provider is not permitted. The Provider shall register the domain in the name and for the account of the Customer. In particular when selecting the domain name and the registration authority, as well as in negotiations regarding the terms, the Provider shall independently safeguard the Customer's financial interests and apply its expertise in the Customer's interest. Upon request, the Provider shall at any time provide information on the status and progress of its efforts in this matter and render an account. All rights and name rights acquired in the domain belong to the Customer.

3) Changes to Services

3.1 The Provider reserves the right to modify the offered services or to offer different services, unless this is unreasonable for the Customer.

3.2 The Provider further reserves the right to modify the offered services or to offer different services

• insofar as it is obligated to do so due to a change in the legal situation;
• insofar as it complies with a court judgment or authority decision directed against it;
• insofar as the respective change is necessary to close existing security gaps;
• if the change is solely advantageous for the Customer; or
• if the change is purely technical or procedural in nature without material impact on the Customer.

3.3 Changes that have only a negligible effect on the Provider's services do not constitute changes to services within the meaning of this section. This applies in particular to changes of a purely visual nature and the mere rearrangement of functions.

4) Conclusion of Contract

4.1 The services described on the Provider's website do not constitute binding offers on the part of the Provider, but serve to submit a binding offer by the Customer.

4.2 The Customer may submit the offer via the online order form provided on the Provider's website. Here, after entering his personal data and clicking the button that concludes the ordering process, the Customer makes a legally binding contract offer with regard to the selected services. Furthermore, the Customer may also submit the offer by e‑mail, fax, post or telephone to the Provider.

4.3 The Provider may accept the Customer's offer within five days

• by transmitting a written order confirmation or an order confirmation in text form (fax or e‑mail) to the Customer, whereby the receipt of the order confirmation by the Customer is decisive in this respect, or
• by requesting the Customer to make payment after the Customer has placed the order.

If several of the aforementioned alternatives apply, the contract is concluded at the point in time when one of the aforementioned alternatives occurs first. The period for acceptance of the offer begins on the day after the Customer has sent the offer and ends with the expiry of the fifth day following the sending of the offer. If the Provider does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer, with the consequence that the Customer is no longer bound by its declaration of intent.

4.4 If a payment method offered by PayPal is selected, payment processing is carried out by the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), under the PayPal Terms of Use, available at https://www.paypal.com/de/legalhub/paypal/useragreement-full or – if the Customer does not have a PayPal account – under the terms for payments without a PayPal account, available at https://www.paypal.com/de/legalhub/paypal/privacywax-full. If the Customer pays by means of a payment method offered by PayPal that can be selected in the online order process, the seller hereby accepts the Customer's offer at the point in time when the Customer clicks the button that concludes the order process.

4.5 When an offer is submitted via the Provider's online order form, the Provider stores the contract text after conclusion of the contract and transmits it to the Customer in text form (e.g., e‑mail, fax or letter) after the Customer has placed the order. The Provider does not make the contract text available beyond this. If the Customer has set up a user account on the Provider's website before sending the order, the order data will be archived on the Provider's website and can be accessed by the Customer free of charge via the password‑protected user account using the corresponding login data.

4.6 Before binding submission of the order via the Provider's online order form, the Customer can detect possible input errors by carefully reading the information displayed on the screen. An effective technical means for better detection of input errors can be the browser's zoom function, which enlarges the display on the screen. The Customer can correct his input within the electronic ordering process using the usual keyboard and mouse functions until he clicks the button that concludes the order process.

4.7 German is available for the conclusion of the contract.

4.8 Order processing and contact are usually carried out by e‑mail and automated order processing. The Customer must ensure that the e‑mail address provided for order processing is correct so that e‑mails sent by the Provider can be received at this address. In particular, when using spam filters, the Customer must ensure that all e‑mails sent by the Provider or by third parties commissioned by the Provider for order processing can be delivered.

5) Right of Withdrawal

Consumers are in principle entitled to a right of withdrawal. Further information on the right of withdrawal can be found in the Provider's withdrawal notice.

6) Obligations of the Customer

6.1 The content stored by the Customer on the storage space designated for it may be protected by copyright and data protection law. The Customer grants the Provider the right to make the content stored by it on the server accessible upon requests via the Internet, in particular to reproduce and transmit it for this purpose, as well as to reproduce it for the purpose of data backup. The Customer shall verify on its own responsibility whether its use of personal data complies with data protection requirements.

6.2 The Customer shall indemnify the Provider against all claims asserted by third parties against the Provider due to infringement of their rights through content stored by the Customer on the server. The Customer shall bear the costs of necessary legal defense including all court and attorney fees in a reasonable amount. This does not apply if the infringement of law is not attributable to the Customer. The Customer is obligated, in the event of a claim by third parties, to provide the Provider promptly, truthfully and completely with all information necessary for the examination of the claims and a defense.

6.3 The Customer shall, on its own responsibility, regularly make adequate backups of its data.

6.4 The Customer is obligated to check its data and information for viruses or other malicious components before entering them and to employ appropriate measures in accordance with the state of the art (e.g., antivirus programs).

6.5 The Customer undertakes not to store on the provided storage space any content that violates applicable law or infringes the rights of third parties. The Customer shall also ensure that programs, scripts, etc. installed by it do not endanger the operation of the Provider's server or communication network or the security and integrity of other data stored on the Provider's servers.

6.6 If programs, scripts, etc. installed by the Customer endanger or impair the operation of the Provider's server or communication network or the security and integrity of other data stored on the Provider's servers, the Provider may deactivate or uninstall these programs, scripts, etc. If the elimination of the danger or impairment requires it, the Provider is also entitled to interrupt the connection of the content stored on the server to the Internet. The Provider will inform the Customer of this measure without delay.

6.7 For access to the storage space designated for the Customer, the Customer receives a user ID and a changeable password. The Customer is obligated to change the password at regular intervals. The Customer may only disclose the password to persons who have been authorized by the Customer to access the storage space.

7) Moderation and Restriction of Content

The Provider is generally not obligated to proactively review the content placed by Customers for its lawfulness, compatibility with third‑party rights, or compliance with these GTC. Nevertheless, the Provider reserves the right, on a case‑by‑case basis and at its own initiative, to review the Customer's content for its lawfulness and, in the event of detected violations, to take measures in accordance with the following provisions.

8) Remuneration and Payment Terms

8.1 Unless otherwise results from the Provider's service description, the prices stated are total prices that include the statutory value‑added tax.

8.2 The payment options and payment modalities are communicated to the Customer on the Provider's website.

8.3 The remuneration is invoiced by the Provider at the agreed intervals and collected by direct debit (SEPA) from the Customer's bank account. The Customer grants the Provider a revocable direct debit mandate (SEPA). If the direct debit is not honored due to insufficient funds or the provision of incorrect bank details, or if the Customer disputes the debit although not entitled to do so, the Customer shall bear the fees incurred by the return debit of the respective credit institution, provided the Customer is responsible for this.

8.4 If a payment method offered via the "PayPal" payment service is selected, payment processing is carried out by PayPal, whereby PayPal may also use the services of third‑party payment service providers. If the seller also offers payment methods via PayPal for which it advances payment to the Customer (e.g., purchase on invoice or installment payment), it assigns its payment claim to PayPal or to the payment service provider designated by PayPal and specifically named to the Customer. Before accepting the seller's assignment declaration, PayPal or the payment service provider commissioned by PayPal carries out a credit check using the transmitted customer data. The seller reserves the right to refuse the selected payment method to the Customer in the event of a negative credit check result. If the selected payment method is approved, the Customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, the Customer may only discharge its debt by paying to PayPal or the payment service provider commissioned by PayPal with debt‑discharging effect. However, the seller remains responsible for general customer inquiries, e.g., regarding the goods, delivery time, shipment, returns, complaints, withdrawal declarations and -sendings, or credits.

8.5 If advance payment by bank transfer is agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed on a later due date.

8.6 If the credit card payment method via Stripe is selected, the invoice amount is due immediately upon conclusion of the contract. Payment processing is carried out by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter: "Stripe"). Stripe reserves the right to carry out a credit check and to reject this payment method in the event of a negative credit check result.

8.7 If the SEPA direct debit payment method is selected, the invoice amount is due after a SEPA direct debit mandate has been granted, but not before the deadline for the pre‑notification of payment has elapsed. The direct debit is collected when the ordered goods leave the seller's warehouse, but not before the deadline for the pre‑notification has elapsed. Pre‑notification ("Pre‑Notification") is any communication (e.g., invoice, policy, contract) by the seller to the Customer that announces a debit by SEPA direct debit. If the direct debit is not honored due to insufficient funds or the provision of incorrect bank details, or if the Customer disputes the debit although not entitled to do so, the Customer shall bear the fees incurred by the return debit of the respective credit institution, provided the Customer is responsible for this.

9) Contract Duration and Termination

9.1 The contract is concluded for an indefinite period, but at least for the minimum term shown in the service description on the Provider's website. During the minimum term, the contract may be terminated with a notice period of one month to the end of the minimum term, and after the expiry of the minimum term it may be terminated at any time with a notice period of one month.

9.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists if, taking into account all circumstances of the individual case and weighing the interests of both parties, the continuation of the contractual relationship until the agreed termination or until the expiry of a notice period cannot be expected of the terminating party.

9.3 Terminations must be made in writing or in text form (e.g., by e‑mail).

10) Liability for Defects

10.1 If the Customer acts as a consumer, the statutory liability for defects provisions apply.

10.2 If the Customer acts as an entrepreneur, the statutory liability for defects provisions apply subject to the following limitations.

10.2.1 The Customer must notify the Provider of any defects, disruptions or damage that occur without undue delay.

10.2.2 Warranty for only minor reductions in the suitability of the service is excluded.

10.2.3 The strict liability pursuant to § 536a para. 1 BGB for defects that already existed at the time of conclusion of the contract is excluded.

10.2.4 A termination by the Customer due to non‑grant of contractual use is only permissible after the Provider has been given sufficient opportunity to remedy the defect and this has failed. The remedy shall be deemed to have failed only if it is impossible, if it is refused by the Provider or delayed in an unreasonable manner, if there are justified doubts about the prospects of success, or if there is other unreasonableness for the Customer.

11) Liability

The Provider shall be liable to the Customer for all contractual, quasi‑contractual and statutory, including tortious, claims for damages and reimbursement of expenses as follows:

11.1 The Provider shall be liable without limitation

• in cases of intent or gross negligence,
• in cases of intentional or negligent injury to life, body or health,
• under a guarantee promise, insofar as nothing to the contrary is regulated,
• under mandatory liability, such as under the Product Liability Act.

11.2 If the Customer acts as a consumer resident in Germany or as an entrepreneur, the following limitations of liability apply:

If the Provider breaches a material contractual obligation through negligence, its liability shall be limited to the contract‑typical, foreseeable damage, unless it is unlimited liable pursuant to the preceding paragraph. Material contractual obligations are obligations that the contract imposes on the Provider according to its content in order to achieve the purpose of the contract, the fulfillment of which enables the proper performance of the contract in the first place and on the observance of which the Customer may regularly rely. In all other respects, the Provider's liability is excluded, unless it is unlimited liable pursuant to the preceding paragraph.

11.3 The above liability provisions also apply with regard to the Provider's vicarious agents and legal representatives.

12) Amendments to the GTC

12.1 The Provider reserves the right to amend these GTC at any time, provided the Customer agrees to the amendment.

12.2 The Provider further reserves the right to amend these GTC without the Customer's consent

• insofar as it is obligated to do so due to a change in the legal situation;
• insofar as it complies with a court judgment or authority decision directed against it;
• insofar as it introduces additional, entirely new services, functionalities or service elements that require a description in the GTC, unless the existing usage relationship is thereby adversely affected;
• if the amendment is solely advantageous for the Customer; or
• if the amendment is purely technical or procedural in nature, unless it has material effects on the Customer.

12.3 The Provider will inform the Customer in good time and in appropriate form about material amendments to these GTC. Material amendments are those that would significantly shift the contractual relationship to the detriment of the Customer or are equivalent to the conclusion of an entirely new contract. This includes, for example, provisions concerning the nature and scope of the service or concerning the term of the contract and termination modalities.

12.4 The Customer's right of termination remains unaffected by this.

13) Applicable Law, Jurisdiction

13.1 The law of the Federal Republic of Germany shall apply to all legal relationships between the parties. In the case of consumers, this choice of law applies only insofar as the protection afforded by the mandatory provisions of the law of the state in which the consumer has his habitual residence is not withdrawn.

13.2 If the Customer acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the Provider's registered office. If the Customer has its registered office outside the territory of the Federal Republic of Germany, the Provider's registered office shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the Customer's professional or commercial activity. In the above cases, however, the Provider is in any event entitled to bring an action before the court at the Customer's registered office.

14) Alternative Dispute Resolution

The Provider is neither obligated nor willing to participate in a dispute resolution proceeding before a consumer arbitration board.

B. Annex: Regulations for Provider Switching

1) Scope of Application

The following provisions shall apply in the event that the customer wishes to switch to another provider or to an ICT infrastructure on their own premises.

2) Definitions

2.1 "Data processing service" within the meaning of these GTC is a digital service that is provided to the customer and enables a widespread and on-demand network access to a jointly used pool of configurable, scalable, and elastic computing resources of centralized, distributed, or highly distributed nature that can be provided and released quickly with minimal administrative effort or minimal interaction by the provider.

2.2 "Digital assets" within the meaning of these GTC are elements in digital form – including applications – for which the customer has a right of use, irrespective of the contractual relationship with the data processing service from which they wish to switch.

2.3 "ICT infrastructure on the customer's premises" within the meaning of these GTC are ICT infrastructure and computing resources that are owned by the customer or rented or leased by the customer and that are located in the customer's data center and are operated by them or by a third party.

2.4 "Switch" within the meaning of these GTC is a process in which the provider, the customer, and, if applicable, a receiving provider of data processing services are involved and in which the customer switches from using the provider's data processing service to using another data processing service of the same service type or another service offered by another provider of data processing services or one offered by an ICT infrastructure on the customer's premises, including through extraction, conversion, and uploading of data.

2.5 "Exportable data" within the meaning of these GTC are input and output data including metadata that are directly or indirectly generated by the customer's use of the data processing service or jointly generated, with the exception of the provider's or third parties' assets or data that are protected by intellectual property rights or constitute a trade secret.

3) Pre-contractual Information

3.1 Before ordering the data processing services, the provider shall provide the customer with clear information on the following points:

• its standard remuneration and, if applicable, penalties for early termination;
• the switching fees;
• services that require a highly complex or costly switch or for which a switch is not possible without significant impairment of the data, digital assets, or service architecture, as applicable;
• specific services for which the switching and termination obligations do not apply, if applicable;
• a complete list of the categories of data and digital assets that can be transferred, including at least all exportable data;
• a complete list of the categories of data that are specific to the internal functioning of the provider's data processing service and are exempt from the obligation for data export if there is a risk of violation of the provider's trade secrets;
• clear information about known risks for the continuity of the provision of the provider's functions or services.

3.2 The provider's online register with data structures and formats, relevant standards, and open interoperability specifications for data is available on the provider's website.

4) Switching and Exit Plan

4.1 The parties shall agree on a switching and exit plan (hereinafter "Plan"), which shall contain, in particular, the following:

• details on switching and exit assistance, including the portability methods and formats as well as the steps required to carry out the switching process;
• the contact persons designated by the customer or the provider to execute the plan;
• an estimate of the time required for the export and transfer of data and digital assets from the original provider's environment;
• restrictions and technical limitations, including those arising from the storage of data outside the EU;
• a description of the sequence of operations proposed by the provider;
• a description of the testing method proposed by the provider, if tests are to be carried out.

4.2 Upon the customer's request, the provider must make available to the personnel designated by the customer (or other third parties authorized by the customer) information to explain the relevant procedures.

4.3 Upon the customer's request, the provider undertakes to either organize a test or support the customer in its tests to verify whether the plan works in practice for exportable data and digital assets. If problems arise during the test, the parties shall analyze the causes in good faith and work towards solutions.

4.4 The provider and the customer undertake to update the plan as necessary and at least to review upon the customer's request whether changes are required.

5) Initiation of the Switching Process

5.1 The customer must send the provider a switching notification, observing a notice period of 2 months, indicating that they are initiating the switch. If the customer only wishes to transfer certain services, data, or digital assets, they must indicate this in the notification.

5.2 In the switching notification, the customer must indicate whether they intend:

• to switch to another provider of data processing services. In this case, the customer should provide the necessary details about the target provider;
• to switch to a local ICT infrastructure of the customer; or
• not to switch, but only to delete their exportable data and digital assets.

5.3 The provider shall confirm receipt of the switching notification to the customer within 3 working days at the latest, using the same means of communication that the customer used.

6) Transition Period

6.1 The transition period is 30 calendar days and begins upon expiry of the notice period for initiating the switching process.

6.2 If the provider cannot comply with the agreed transition period for technical reasons, they undertake to:

• notify the customer in writing or in text form within 14 working days of receipt of the termination;
• specify an alternative transition period that must not exceed seven (7) months from the date of the customer's termination notification; and
• provide a reasonable justification for the technical impossibility.

The customer must confirm receipt of this extension notification in writing or in text form within 3 working days.

6.3 The customer may extend the transition period once by a period that they consider more appropriate for their purposes, but not longer than 3 months. For complex migrations, the parties may agree on a longer period by mutual agreement, but not exceeding 12 months. The customer must inform the provider of their intention and specify the alternative transition period in writing or in text form by the end of the original transition period. The provider shall confirm receipt of such an extension notification in writing or in text form within 3 working days.

7) Provider's Obligations During the Switching Process

The provider undertakes to support the customer and third parties commissioned by the customer in an appropriate manner from the beginning and throughout the entire duration of the switching process so that the customer can switch within the agreed transition period. For this purpose, the provider must, in particular:

• provide capabilities, reasonable information (including the documents required to carry out the switch) and technical support. If problems are identified, the provider and the customer shall analyze the causes in good faith and work towards solutions;
• proceed with the requisite diligence to maintain business continuity and continue to provide the contractually agreed functions or services;
• maintain a high level of security throughout the entire switching process, particularly for the security of data during their transfer.

8) Customer's Obligations

8.1 The customer undertakes to take all reasonable measures to achieve an effective switch. The customer is responsible for the import and implementation of data and digital assets into their own systems or into the target provider's systems.

8.2 The customer or third parties commissioned by them, including the target provider, undertake to respect the intellectual property rights and trade secrets in the materials provided by the provider in the switching process. The customer further undertakes to grant third parties or the target provider access to these materials and, where applicable, to grant sub-licenses for their use only to the extent necessary for carrying out the switching process until the end of the agreed transition period, including the alternative transition period, while observing the confidentiality obligations as well as the intellectual property rights granted by the provider.

9) Restoration and Deletion of Data

9.1 The customer may retrieve or delete their data during the agreed period for data retrieval. The data retrieval period is 30 calendar days and begins after the expiry of the agreed transition period. The parties may agree on a longer period if this is justified taking into account the mutual interests.

9.2 After expiry of the agreed retrieval period and upon successful completion of the switching process, the provider undertakes to delete all exportable data and digital assets generated by the customer or directly related to the customer and to confirm to the customer that they have done so. This does not apply to exportable data that the provider is required to retain under mandatory EU law or the law of the EU member states, provided that the provider informs the customer which exportable data they retain, for how long, and for what reasons.

10) Remuneration for the Switching Process and Exit Fees

The provider shall not charge any additional remuneration for the switching process.

11) Termination of the Switching Process

11.1 As soon as the customer informs the provider that the switching process has been successfully completed, the provider shall promptly inform the customer about the termination of the contract. If the customer does not inform the provider of a successful switch or the absence thereof, although the provider has reasonable grounds to assume that the switch has been successfully completed by the customer, the provider may require the customer to confirm that the switch has been successfully completed. If the customer does not confirm the successful switch within 30 working days of this request, the switch shall be deemed not to have been successful, and the contract shall not be terminated but shall continue under the existing conditions.

11.2 If the customer does not wish to switch but only wishes to delete their exportable data and digital assets, the provider undertakes to inform the customer about the termination of the contract at the end of the agreed notice period.

12) Contract Termination

12.1 The contract shall be deemed terminated between the parties if one of the following events has fully occurred:

• with the successful completion of the switching process;
• after expiry of the notice period if the customer does not wish to switch but wishes to delete their exportable data and digital assets upon termination of the service.

12.2 If the contract or the provider's GTC contains clauses on termination due to statutory provisions or related cases, such as the following:

• a contracting party applies for a payment deferment or suspension of payments or a contracting party has been declared insolvent;
• a contracting party has still not fulfilled a material or other obligation under the contract in a timely manner, which (either contractually or by law) leads or may lead to termination of the contract;
• a party has become aware of a change in ownership or power of disposal that contractually or by law leads or may lead to termination of the agreement;
• the agreement is declared void due to a breach of or a change in applicable mandatory law, or;
• similar or identical situations or other situations that contractually or by law lead or may lead to termination of the agreement,

the agreement together with the agreed services and functions shall not be terminated or expire before one of the events according to the preceding number has clearly occurred. This shall not affect any other rights or remedies available to one party against the other party.

The customer may agree with the provider on success criteria for the switch as well as milestones for the switch and report on the status of their achievement during the switching process. In any case, the customer must inform the provider of the successful switch.

12.3 If the switching process cannot be successfully completed, the parties must cooperate in good faith to improve the switching process and achieve a successful completion, enable timely data transfer, and maintain continuity of services. In doing so, the provider shall, upon the customer's request, support the customer in identifying the reasons for the unsuccessful switch and inform them how the identified obstacles can be eliminated or circumvented.

• The customer shall, at their own discretion, engage the target provider on their behalf.
• Without prejudice to other legal remedies available under applicable law, the agreement shall not be terminated or expire before the successful completion of the switching process or before a corresponding decision by a competent court or a forum chosen and agreed upon by the parties.
• In the event of conflicts or discrepancies between these clauses and other agreements on contract termination between the parties, these clauses shall take precedence.

12.4 The switching process shall be deemed to have been successfully completed if:

• the agreed notice period has expired,
• the transition period has begun after expiry of the notice period,
• the data retrieval period has begun after expiry of the transition period, and
• the data deletion has been successfully completed after expiry of the data retrieval period or after expiry of an alternatively agreed period following successful completion of the switching process.

12.5 If the customer decides at the end of the transition period not to delete all their exportable data and digital assets at the end of the agreed data retrieval period and wishes to ensure that they remain available for a certain additional period with restricted functionality, or if the customer and the provider have agreed to maintain the contract without providing certain services, unless the customer has expressly ordered otherwise, this may only occur after:

• the agreed notice period has expired,
• the transition period has expired, and
• an alternative period for data retrieval and other conditions for the service with restricted functionality or the maintenance of the contract have been agreed between the customer and the provider (in particular, the permission for the provider to delete the data after the alternative data retrieval period and/or the determination of the remuneration for this additional period).

If the alternative data retrieval period and other conditions for the service during this period are proposed by the provider, the contract shall not be terminated or expire before the customer has, at their own discretion, accepted the deletion and clearly confirmed that the contract is terminated.

12.6 The right of the contracting parties to terminate the contractual relationship in the case of an indefinite contract by ordinary termination shall remain unaffected, provided that the reason for termination is neither a provider switch nor – on the part of the customer – an intention to delete data.

12.7 If the contract was expressly concluded for a fixed duration and the expiry date is reached before the switching process has been completed, and the customer has not requested the deletion of their exportable data and digital assets,

• the transition period shall begin on the expiry date of the contract and the provider shall provide reasonable assistance with the switch;
• the above provisions on successful or unsuccessful completion of the switching process shall apply accordingly.

Status: 21.08.2026, 00:52:49