SysEleven – General Terms and Conditions

As of July 2025

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 areas of cloud services, web hosting, and managed services in the B2B sector. The customer (hereinafter referred to as “Customer”) wishes to use these Services under the following terms and conditions.
2. The offer is not directed at consumers within the meaning of § 13 BGB (German Civil Code). SysEleven reserves the right to request suitable proof of the Customer’s entrepreneurial status.
3. These General Terms and Conditions and, where applicable, the product-specific terms and conditions apply exclusively. The Customer’s general terms and conditions and/or terms and conditions of purchase shall not apply unless their validity is expressly agreed to in writing at least.

2.    Subject matter of the contract

1. Under this contract (framework agreement), SysEleven offers the customer the option of temporary use of the service in return for payment.
2. The specific content of the service owed by SysEleven in detail is set out in the accepted offer, the product-specific terms and conditions, the service level agreement, and the service descriptions (collectively referred to as the “individual contract”).
3. The following elements are integral parts of the contract in the order listed below:
   
   1. these General Terms and Conditions
   2. Individual contract
      
      1. Offer
      2. Service Level Agreements (where applicable)
      3. Product-specific terms and conditions, including their appendices
      4. Service description
   3. GTC
4. In the event of any conflict between these General Terms and Conditions and the individual contract, the above order of precedence shall apply in descending order.

3.    Conclusion of contract, registration

1. The use of SysEleven’s services requires the user to register. SysEleven offers the customer the option of using the service either via onboarding by a SysEleven employee or in self-service mode, if available for the specific service. By registering as a user and creating an organization in the SysEleven onboarding service, the customer concludes a framework agreement for the use of SysEleven’s services. The user is entitled to create multiple organizations or be assigned to them. Organization refers to the company that is the contractual partner (hereinafter referred to as “customer”) of SysEleven.
2. Onboarding by a SysEleven employee:
   After acceptance of the offer, the organization and user accounts are created for the designated contact persons. Subsequently, a project is created by the customer or SysEleven.
3. Registration in self-service:
   The registration process consists of the following steps:
   
   1. Registration of a user account – admin account
      To register, the user enters their work email address, first and last name, and a password.
      SysEleven uses a double opt-in procedure. By clicking on the link provided in the confirmation email, the user’s registration is complete.
   2. Creation of an organization
      Once the user has successfully registered, an organization is created. To create the organization, the user must provide the company name, the location of the company’s headquarters, and, if different, a billing address.
      Once the organization has been successfully created, it is activated (hereinafter referred to as “customer”) and the user is given access to the paid services of SysEleven. By creating the organization, the user declares that they are authorized to make legally binding declarations on behalf of the company.
   3. Registration of additional users:
      Once the registration and creation of the organization has been successfully completed, the user is entitled to invite additional users to join their organization. The additional user receives an email inviting them to register and join the organization. Registration requires the user to provide their work email address, first and last name, and a password. A double opt-in procedure is also used here. The user will receive a confirmation email sent to the work email address they provided. Registration is complete once the link contained in this email is clicked. When logging in for the first time after receiving an invitation, the user must confirm the invitation to an organization in order to join it. After successful registration and acceptance of the invitation, this user has access to SysEleven’s services. The customer’s admin account can restrict and extend the rights of all users. All users can incur costs by accessing services if they have been granted the appropriate rights.
4. The processing of the 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 are indications that the access data for the user account has been compromised. In this case, SysEleven will inform the user via the contact information stored in the user account (work email address).
   2. the customer fails to meet their payment obligations for the services used from SysEleven despite receiving a reminder.
   3. the customer has filed for insolvency proceedings or if the customer has suspended payments on a more than temporary basis or if insolvency proceedings have been opened against the customer’s assets or the opening of such proceedings has been rejected due to lack of assets.

4.    Provision of the service

1. The provision of the service is subject to the conditions specified under “Conclusion of contract, registration”.
2. All services ordered by the customer are assigned to projects. These projects are created, if possible, by the customer itself or by SysEleven.
3. SysEleven provides the service (IT services) for the customer on its own public cloud platforms. These are platforms shared between all customers. Resources are used on a fair use basis. SysEleven does not guarantee a minimum level of resources such as compute, bandwidth, or storage. The customer uses the services of the SysEleven public cloud in such a way that the use of the services by other customers is not affected. SysEleven reserves the right to take measures in the event of misuse in order to protect the availability of other customers and their projects.
4. The customer is aware of the support offering. They understand what services are covered by support.
5. SysEleven provides the customer with the service in accordance with the individual contract. The customer undertakes to purchase the minimum quantity specified in the individual contract.
6. When providing IT services, SysEleven ensures that sufficient capacity is available to cover higher customer requirements within the usual range at short notice. Requirements that exceed this will be met according to availability. The customer may at any time inform SysEleven of a binding request to increase the capacity of the IT services they use with two months’ notice so that availability can be agreed and ensured. Insofar as SysEleven provides the service on its infrastructure, this takes place at the interface of the data network within which the service runs (transfer point) to other networks. SysEleven is not responsible for establishing and maintaining the data connection between the customer’s IT system and the transfer point.
7. SysEleven is entitled to update its service and make it available to the customer instead of the service provided for use at the start of the respective contract (individual contract), provided that the change is reasonable for the customer. The changes relate, for example, to updates/upgrades of underlying software or are necessary due to technical requirements.
8. SysEleven is constantly developing its services and is therefore entitled to change them at any time. SysEleven shall inform the customer of any developments that could affect the services they have requested, as well as of any revocation or permanent discontinuation of services. This information shall be provided in writing at least thirty (30) days before the actual implementation of the development. The customer is entitled to terminate the affected service within thirty (30) days of receiving the information. If the customer uses the service beyond the aforementioned period, this change shall be deemed to have been accepted by the customer.
9. The customer agrees to always use the latest versions of applications, tools, and software provided by SysEleven.
10. If changes are made unplanned, e.g., for security reasons, the customer will be informed as soon as possible. The customer is not entitled to a newer version of the service originally provided.

5.    Cooperation of the customer

1. The customer receives access data for accessing the SysEleven service and, depending on the service, can create and manage additional access data. All access data must be kept confidential at all times and may not be made available to unauthorized third parties. If the customer suspects or becomes aware that their access data is being used without authorization, they shall inform SysEleven immediately and make reasonable efforts to prevent unauthorized use. The customer is responsible for all activities related to their access data.
2. SysEleven is entitled to delete a user account if the registration process is not completed within a reasonable period of time.
3. The customer is obliged to provide the cooperation necessary for the provision of the agreed service. In particular, the customer shall provide all necessary information and documents free of charge and shall designate a technically qualified contact person with sufficient authorizations. The information to be provided by the customer and the documents to be made available are the necessary basis for the implementation of the agreed service. The provision of incorrect and/or incomplete information shall be at the customer’s expense.
4. Unless expressly agreed otherwise in the individual contract, the customer is responsible for backing up the data and information stored by them on the servers for which SysEleven is responsible. They shall back up this data outside of the services provided by SysEleven.
5. If SysEleven receives materials, data, and other information (“customer materials”) from the customer in the course of providing services, the customer must ensure that a copy of the data remains with them for backup purposes. The customer shall also ensure that data stored on SysEleven’s systems is free of any malware.
6. The customer is fully responsible for updates within their area of responsibility. Before updating, the customer shall ensure that they have the necessary backups for recovery and have checked that the new versions function correctly in the project.
7. SysEleven is released from its obligation to provide the agreed service if and to the extent that the customer fails to fulfill its obligations to cooperate. Any existing schedules will be automatically adjusted accordingly. If the customer is responsible for the failure to provide the cooperation service, they are not released from their payment obligation and, if SysEleven incurs further damage as a result, the customer must compensate SysEleven for this damage.
8. If the customer independently installs software on the service provided to them by SysEleven, the customer is responsible for ensuring the functionality of their independently installed software.
9. If the customer fails to fulfill their obligations to cooperate despite repeated reminders to update the software for which they are responsible, SysEleven reserves the right to carry out these updates. SysEleven will set the customer a reasonable deadline for the update.
   SysEleven will inform the customer 30 days before an update is carried out by SysEleven
   • that and when an update will be carried out by SysEleven and
   • to which new version of the software the update will be made.
10. The customer is obliged to report functional failures, malfunctions, impairments, and security incidents to SysEleven immediately and as precisely as possible. If the customer fails to cooperate, § 536 c BGB applies analogously.
11. Any false reporting of security incidents shall have no negative consequences for the reporting party.

6.    Rights of use

1. SysEleven grants the customer a simple right of use that is limited in terms of content to the purpose of the contract and in terms of location to the place of contractual use, limited in time to the duration of the contract, and non-transferable, unless otherwise expressly agreed between the customer and SysEleven.
2. The customer may only edit the software if this has been expressly agreed or is covered by the intended use of the software in accordance with the individual contract.
3. The customer is only authorized to make changes, extensions, and other modifications within the meaning of § 69 c No. 2 UrhG (German Copyright Act) to the extent that such changes are permitted by law and/or an express provision to the contrary has been agreed.
4. The customer is only entitled to decompile within the limits of § 69 e UrhG (German Copyright Act) and only if SysEleven has not provided the necessary data and/or information to establish interoperability with other software after a written request with a reasonable deadline. Otherwise, unless expressly agreed otherwise with SysEleven, the customer is not entitled to obtain further business secrets through observation, investigation, dismantling, or testing (“reverse engineering”) insofar as the software provided is not publicly available.
5. The customer may only make the service available to third parties for use, whether for a fee or free of charge, to the extent that this is covered by the intended use of the service in accordance with the individual contract.
6. The customer must comply with the license terms of the software used. If the software license obliges SysEleven to make it available to the customer, SysEleven will make it available for download.
7. If the customer provides SysEleven with protected content (e.g. graphics, trademarks, and other content protected by copyright or trademark law), they grant SysEleven a simple right of use, limited in content to the purpose of the contract, limited in space to the location of contractual use, and limited in time to the duration of the contract, for the performance of the agreed service.
8. The customer warrants that they own all necessary rights to the customer materials provided in order to grant SysEleven the corresponding rights. If the customer does not own the necessary rights, they shall obtain the necessary rights from the rights holders.
9. If work results are developed on behalf of the customer, SysEleven grants the customer a simple right of use limited in terms of content to the purpose of the contract and in terms of location to the place of contractual use, limited in time to the duration of the contract, non-transferable right of use, unless statutory restrictions and/or third-party rights of use prevent this and no further right of use has been expressly agreed in writing between the customer and SysEleven with reference to this provision.
10. The customer is obliged to observe the following terms of use:
    1. The customer shall not use SysEleven’s services in a manner that compromises the services provided by SysEleven to the customer or in a manner that results in SysEleven’s ability to perform for its customers being restricted.
    2. Furthermore, the customer shall not use SysEleven’s services for abusive and/or illegal purposes or to an extent that jeopardizes public safety. Abusive purposes include, in particular, the distribution, downloading, or publication of content and/or activities that may violate or impair the rights of third parties. Abusive purposes also include the publication and distribution of depictions of sexual abuse, content that is likely to harm the welfare of children and young people and/or seriously endanger their morals, cyberstalking, content that serves to incite hatred or terrorism, that incites criminal acts or is illegal for any other reason.
    3. If and to the extent that SysEleven becomes aware of a violation of the Terms of Use, SysEleven will block and/or remove the relevant content. SysEleven becomes aware of such violations when it is requested by the competent authority or a court to block or remove certain content. SysEleven also becomes aware of such violations when a user reports content that violates the Terms of Use. SysEleven does not moderate content on its services.
    4. SysEleven will inform the customer about the blocking/removal of their content to the extent permitted by or under the law.
    5. If SysEleven becomes aware of the violation based on a report from a user, it will examine the extent to which the blocking of the content will be maintained, taking into account all interests and ensuring proportionality.
    6. In the event of the blocking/removal of their content, customers are entitled to contest the decision.
    7. SysEleven is entitled to terminate the contract extraordinarily in the event of a breach of these terms and conditions by the customer. This applies in particular if the removal/blocking of the content is due to an official or court order. The customer indemnifies SysEleven against all damages and claims by third parties arising from the breach and holds SysEleven harmless.

7. Contract term and termination, termination, and settlement

1. The framework agreement is concluded for an indefinite period and begins upon acceptance of the offer. The term of use of the specific service provided by SysEleven is governed by the agreement in the respective individual contracts. The term of the respective individual contract begins at the time the service is provided by SysEleven to the customer.
2. If an automatic extension of the term of a specific service has been agreed, this shall be governed by the agreement in the individual contract.
3. The notice period is based on the agreement made in the individual contract. If no notice period has been agreed, the following applies: If a commitment of at least 12 months is agreed in an individual contract, the term is extended by a further twelve months if the individual contract is not terminated in writing with a notice period of six (6) months to the end of the respective term. If the use of on-demand services is agreed in the individual contract, no fixed term is agreed. The customer may terminate the use of the on-demand service at any time without notice.
4. The termination of an individual contract or the termination of the use of the on-demand service is not equivalent to the termination of the framework agreement.
5. Termination of the framework agreement requires the deletion of the organization in the onboarding service. The deletion of an organization is carried out by the last remaining user of an organization. Deletion of the organization is only possible upon termination of all individual contracts, with the restriction that termination of the framework agreement only becomes effective upon termination of the last remaining individual contract.
6. The right to extraordinary termination remains unaffected.
7. Termination of the use of services leads to the deletion of the data generated or stored therein. Unless otherwise agreed in the product-specific terms and conditions, the customer has the option at any time to download their data themselves in the usual format(s) offered by the service before terminating use and to back it up outside of the SysEleven offering or in suitable SysEleven storage offerings.
8. Usage data will be retained for correct billing until full payment has been made and for as long as required by law.
9. Upon request, SysEleven may work closely with the customer and the third party designated by the customer to ensure that there are no disruptions to service provision during the transition and that the customer or the third party designated by the customer is able to commence operation of the contractual services after the date of termination of the contract. In this respect, SysEleven may prepare and provide appropriate documentation. The customer shall cooperate in this regard. Upon receipt of written notification that the customer has been able to read and process all transferred data, the data shall be deleted from the systems in SysEleven’s data center and the customer shall be notified of this deletion in writing.
10. If the customer continues to use the service beyond the end of an individual contract term because they switch to their own IT systems or to another provider or for any other reason after the individual contract has ended, this use shall be remunerated until the service is finally discontinued. This continued use shall neither extend a terminated contractual relationship nor constitute a new contract for the use of the services.
11. SysEleven’s claim to remuneration for the monthly fee and all other costs shall remain valid until the service is finally discontinued. In individual cases, a reduction in the calendar month fee, the agreed availability levels, and the warranty conditions may be agreed for this period.

8. Remuneration, payment and billing modalities, price adjustment

1. A monthly invoice is issued for each project, which includes all services provided within the scope of that project.
2. Billing is based on the prices specified in the individual contract or the price list valid at the time the service is ordered via the self-service portal, according to the volume consumed or the service booked. Invoice items whose amount is known in advance in the billing month are billed monthly in advance. Services that are billed according to consumption, such as traffic, are billed retrospectively in the following month. Unless otherwise specified in the product-specific terms and conditions, the customer only pays for the actual use of the service. This is recorded at least hourly. Each hour started is billed retroactively in the following month (“pay as you go” model). Prices are based on the price list valid at the time of the respective individual contract conclusion.
3. Unless otherwise indicated, prices quoted by SysEleven are exclusive of the applicable statutory value added tax. Additional services that the customer uses after conclusion of the contract are to be paid for according to the price list valid at that time or according to the agreement between SysEleven and the customer.
4. If a fixed price has been agreed as a one-time payment, it is due for payment without discount upon receipt of the invoice. If payment of the fixed price in installments has been agreed, the agreed installment is due upon receipt of the partial invoice without further discount.
5. If the agreed service is remunerated on a time and material basis, invoicing shall take place monthly in arrears for the previous month. The invoice shall be prepared on the basis of service records, which shall be attached to the invoice. If services are billed on a time basis, the intervals shall be taken from the corresponding service descriptions. The performance records shall be deemed accepted if the customer does not object to them within a maximum of ten (10) working days of receipt.
6. SysEleven is entitled, at its reasonable discretion, to adjust the prices for its services in line with the development of the costs that are relevant for the price calculation. A price increase may be considered and a price reduction shall be made if, for example, the costs for the procurement of energy or other changed relevant market conditions lead to a changed cost situation. Increases in one type of cost may only be used to justify a price increase to the extent that they are not offset by any cost reductions in other areas. In the event of cost reductions, e.g., in electricity procurement costs, SysEleven shall reduce its prices to the extent that these cost reductions are not wholly or partially offset by increases in other areas. SysEleven shall, at its reasonable discretion, choose the respective dates of a price change in such a way that cost reductions are not taken into account according to standards that are less favorable for the customer than cost increases; in other words, cost reductions shall have at least the same effect on prices as cost increases.
7. In the case of agreed partial services and for partial invoices, the provisions regarding remuneration and pricing shall apply accordingly.
8. Invoices will be sent electronically as PDF files via email. A fee will be charged for all other methods.
9. Invoices are due for payment without deduction within ten (10) days of receipt. The conditions and consequences of default are governed by the statutory provisions. If a customer’s payment is more than three months overdue or has been reminded for the third time, SysEleven reserves the right to terminate the contract extraordinarily. If part of an invoice is disputed, the undisputed part must always be paid.
10. The customer may only offset legally established or undisputed claims that are due. The customer may only assert a right of retention on the basis of counterclaims arising from the respective contractual relationship.

9.    Third-party products

1. If third-party software products are used for the provision of SysEleven’s services, the license terms of the third-party provider shall apply.
   SysEleven will provide the customer with the license terms of third-party software if the customer obtains this software through SysEleven and manages it independently.
2. The customer is aware that the terms and conditions of third-party software products may be changed by the third-party provider. If the change in terms and conditions affects the provision of SysEleven’s services to the customer, SysEleven is entitled but not obligated to use an adequate substitute for the provision of the agreed service. SysEleven will inform the customer of any changes in advance.
3. If the software contains errors, SysEleven is entitled to provide a replacement solution.

10. Maintenance

SysEleven reserves the right to carry out regular maintenance work on both the underlying hardware and the software necessary for the provision of the service in order to maintain security and availability and to further develop the services.

11. Standard reporting channel

The customer must submit all types of reports via email to support@syseleven.de or via the ticket system. In urgent cases, the report must also be made by telephone to the SysEleven emergency numbers:
• +49 30 233 2012 30 (during service hours) or
• +49 30 609 89 22 11 (24/7 emergency hotline)

12.  Support

Where applicable, the customer can choose between different support plans. Information on the support plans is available on the website or in the individual contract.

13. Incident management for malfunctions, security incidents, and vulnerabilities

1. SysEleven provides regularly updated information about incidents on the status page if the affected customers cannot be informed individually and directly.
2. As a best practice, SysEleven recommends that its customers independently and regularly check the status page for information on current incidents.
3. SysEleven shall act at its own discretion when detecting and remedying incidents in services offered by SysEleven and used by customers. In cases of sufficient severity, SysEleven reserves the right to take measures without prior notice or consultation with the customer. These measures may include:
   1. isolating the affected systems,
   2. completely restricting the accessibility of customer systems, or
   3. the shutdown of compromised services

6. If SysEleven becomes aware of security vulnerabilities in activities within the customer’s area of responsibility, SysEleven will inform the customer thereof. The customer is obliged to remedy the vulnerability in a timely manner. If this is not done, SysEleven reserves the right to take appropriate measures to protect its own services.

4. After an incident has been resolved, SysEleven will inform all affected customers about the measures taken and any further steps that may be necessary.

14. Service Level Agreement – Service Level Objectives

Unless otherwise specified in the Service Level Agreement, SysEleven does not guarantee the availability of the services offered. Disruptions to these services will be remedied as quickly as possible.

15. Warranty, Limitation Period, Liability

1. SysEleven warrants the functionality and operational readiness of the service. Unless expressly stated otherwise below or in the individual contract, the statutory warranty provisions shall apply.
2. SysEleven is liable for defects in the services provided by SysEleven in return for payment in accordance with the warranty provisions of tenancy law (§§ 536 ff. BGB), but with the proviso that, contrary to § 536 a (1) BGB, liability for damages only exists in the event of fault in accordance with the provisions of the respective individual contract.
3. Any defects must be reported immediately using the contact options available on the SysEleven website, providing a detailed description of the defect complained about. Complained errors must be reproducible.
4. A defect exists if, when used in accordance with the contract, SysEleven’s performance does not meet the performance agreed in the individual contract and this has a significant impact on the suitability for the use agreed in the individual contract.
5. The customer shall have no warranty claims
   
   1. in the case of only insignificant deviations from the agreed quality or only insignificant impairment of the usability of SysEleven’s products
   2. in the event of incorrect operation by the customer
   3. in the event of the use of hardware, software, or other equipment belonging to the customer that is not suitable for the use of the service,
   4. if the customer does not report a defect immediately and SysEleven was unable to remedy the defect as a result of the failure to report it immediately, or
   5. if the customer is aware of the defect at the time of conclusion of the contract and has not reserved their rights with express reference to this provision.
6. If a defect has been reported by the customer and the customer’s warranty claims are not excluded, SysEleven is entitled to remedy the defect within a reasonable period of time by taking measures of its own choosing. The customer shall give SysEleven reasonable time and opportunity to remedy the defect. Subsequent performance shall also be deemed to have been fulfilled if the customer is shown ways of avoiding the effects of the defect. An equivalent new program version of the software underlying the service or an equivalent previous program version of the software underlying the service that does not contain the error shall be adopted if this is reasonable for the customer.
7. If it is impossible or unsuccessful to remedy the defect, or if there is a culpable or unreasonable delay or a serious and final refusal to remedy the defect by SysEleven, the customer is entitled in particular to reduce the remuneration owed in accordance with the extent of the impairment (reduction) if they assert the credit balance specified in the individual contract within ten (10) days.
8. The limitation period for warranty and damage claims is one year from the start of the statutory limitation period. However, if the law provides for maximum periods for the limitation of warranty and damage claims, the claims shall become time-barred at the latest upon expiry of these statutory maximum periods. However, claims for withdrawal or reduction that can only be declared within one year of the service being made available shall not become time-barred earlier than three months after the declaration of withdrawal or reduction has been submitted, i.e. at the latest fifteen months after the service has been made available.
9. SysEleven shall be liable—regardless of the legal basis—for damages and reimbursement of futile expenses only in cases of intent or gross negligence or culpable breach of a material contractual obligation. In the event of a breach of a material contractual obligation, SysEleven’s liability shall be limited to the typically foreseeable damage, except in cases of intent and gross negligence.
10. Liability for data loss is limited to the restoration costs that would have been incurred if the customer had regularly made permissible backup copies in accordance with the risk and taken the necessary precautionary measures. Section 254 of the German Civil Code (BGB) remains unaffected.
11. The above limitations of liability do not apply to personal injury, statutory liability under the Product Liability Act, or the assumption of a guarantee.
12. The above limitations of liability also apply directly to the employees, representatives, and vicarious agents of SysEleven.
13. Within the scope of the provision of test resources free of charge, SysEleven shall be liable in accordance with the statutory provisions of §§ 599, 600 BGB. Liability for slight negligence in connection with the breach of protective and traffic safety obligations that causes damage to the customer’s other legal interests (consequential damage) is excluded, unless it concerns essential contractual obligations. In cases of negligent breach of an essential contractual obligation, SysEleven shall be liable for all claims for damages arising under this contract, limited to the foreseeable damage typical for this type of contract. The limitation of liability shall only apply to the extent permitted by law.
14. SysEleven declares that it is the owner of all rights necessary for the fulfillment of the contract and its purpose.
15. If a third party asserts against one party to the contract that a service provided by the other party to the contract infringes its rights, the one party to the contract shall notify the other party to the contract immediately. The party to the contract that infringes the rights of a third party is entitled, but not obliged, to defend the asserted claims at its own expense, insofar as this is permissible. The other party shall not be permitted to acknowledge claims by third parties without the prior consent of the party that has infringed the rights of third parties, or to admit the underlying facts or to settle such claims.
16. The same applies accordingly to claims by third parties to which one party is exposed due to anti-competitive or infringing actions by the other party.
17. If SysEleven provides services for troubleshooting or error correction upon request without being obligated to do so, it may demand remuneration in accordance with its usual rates. This applies in particular if a defect cannot be proven.

16. Confidentiality

1. Confidential information is all information about facts relating to a business operation that is known only to a narrowly defined group of persons, i.e., that is not public knowledge and is to be kept secret due to a legitimate interest of the business owner, regardless of its nature and form. This includes, in particular, verbal information, letters, memoranda, reports, documents, studies, analyses, drawings, letters, computer printouts, software programs, specifications, data, graphic representations, tables, sound recordings, pictorial reproductions, and any kind of copies of the aforementioned information for which the disclosing party has taken appropriate confidentiality measures.
2. The parties shall treat confidential information as strictly confidential and shall not disclose it to third parties without the prior written consent of the other party. None of the following companies shall be considered a third party: secunet Security Networks AG and secunet International GmbH, insofar as SysEleven must disclose such information to them as part of the implementation of the contract purpose. The parties may disclose confidential information to such employees as is necessary for the implementation of the contract purpose. Secunet International GmbH, insofar as this information must be made available to them by SysEleven within the scope of implementing the purpose of the contract. The parties may disclose confidential information to those employees who need the respective confidential information for the purposes of implementing the contract, provided that the respective employee has undertaken to maintain confidentiality by signing a written confidentiality agreement.
3. The above obligation does not apply to information that
   
   1. was already public knowledge at the time of receipt by the receiving party;
   2. was already in the possession of the receiving party at the time of receipt by the receiving party;
   3. becomes public knowledge after receipt without the receiving party’s involvement;
   4. becomes accessible from third parties without any obligation of secrecy and non-use, provided that these third parties have not received the information directly or indirectly from the receiving party; or
   5. is required to be disclosed by law, governmental or court order. The disclosing party shall only inform the disclosing party to the extent that disclosure of confidential information is required by law, governmental or court order.
4. Unless the contracting parties have agreed otherwise, the confidentiality obligations under the provisions of this paragraph shall end five (5) years after the termination of the framework agreement.

17. Data protection

If the parties gain access to personal data within the scope of the purpose of the contract, they and third parties contractually associated with them in connection with the contractual products shall ensure compliance with the provisions on data protection in accordance with the General Data Protection Regulation (GDPR), the Federal Data Protection Act (BDSG) and the applicable national data protection legislation and shall protect this data in accordance with the state of the art. Where applicable, the parties shall conclude a data processing agreement in accordance with Art. 28 GDPR or a joint controller agreement in accordance with Art. 26 GDPR.

18.  Compliance

1. The customer undertakes to comply with the provisions of the Code of Conduct for Suppliers and Business Partners (Code of Conduct for Suppliers and Business Partners) and, in particular, to observe the applicable legal regulations on combating corruption and the applicable antitrust regulations.
2. In the event of a breach of these obligations, SysEleven shall be entitled to terminate this contract without notice. The contractor shall indemnify SysEleven against all damages and claims by third parties arising from the breach and shall hold SysEleven harmless.

19. Export restrictions

1. The customer is obliged to independently review and comply with all foreign trade regulations relevant to them, in particular import, export control, customs, and national, European, and international sanctions and embargo regulations. This applies both to independent exports or cross-border transfers, in particular resales, of deliveries and to cross-border delivery and service relationships with secunet. The customer must obtain any necessary (export) licenses from the competent authorities. The customer shall bear all customs duties, fees, and other charges incurred in connection with cross-border deliveries and services provided by SysEleven. SysEleven is not obliged to provide advice.
2. Within the framework of their contractual relationship, the parties mutually agree to regularly check their data for any entries on economic, financial, or trade-related sanctions lists in compliance with data protection regulations, in particular with regard to compliance with the above-mentioned sanctions and embargo regulations. With regard to the aforementioned sanctions list screening, the following also applies:
   1. The customer assures that neither they themselves nor their employees, nor any natural or legal persons in which they hold a direct or indirect majority ownership interest, are listed on any of the above-mentioned sanctions lists.
   2. The customer is obliged to immediately notify SysEleven in writing (compliance@secunet.com) of any positive results confirmed during the check against the aforementioned sanctions lists.
   3. In the event of a positive check result, SysEleven is entitled to terminate the contract for cause.
   4. The customer indemnifies SysEleven against all claims by third parties resulting from the breach of legal and contractual obligations.
3. In accordance with Council Regulation (EU) No. 833/2014, the following applies:
   
   1. The customer may not sell, export, or re-export goods delivered under or in connection with this contract and falling within the scope of Article 12 g of Council Regulation (EU) No. 833/2014, either directly or indirectly, to the Russian Federation, nor may they carry out such actions for use in the Russian Federation.
   2. The customer shall use all reasonable efforts to ensure that the purpose of clause 3 a) is not undermined by third parties in the commercial chain, including possible resellers.
4. Any culpable violation of the preceding paragraph constitutes a material breach of the provisions of this Agreement, and SysEleven shall be entitled to take appropriate measures, including, but not limited to:
   
   1. termination of this Agreement; and
   2. Assertion of a contractual penalty in the amount of 5% of the value of the goods sold, exported, or re-exported in violation of clause 3.1; and
   3. Asserting a contractual penalty in the event of a breach of clause 3.2, whereby the amount of the contractual penalty shall be determined by SysEleven at its reasonable discretion in accordance with § 315 BGB (German Civil Code). The amount may be reviewed by a court in the event of a dispute. The contractual penalty shall be offset against claims for damages.
5. The contractual partner shall immediately inform the provider of any problems in the application of clause, including any relevant activities of third parties that could frustrate the purpose of clause 3.1. Upon request, the contractual partner shall provide the provider with information on compliance with the obligations under clause 3 within two weeks.

20. Right of inspection/audit

1. The customer shall only have a right of inspection if this has been expressly agreed with reference to this provision and specifying the reason for a possible right of inspection (e.g., information security requirements).
2. SysEleven is entitled to comply with the customer’s request for inspection by providing suitable evidence (so-called self-disclosure).
3. Only if the customer asserts justified doubts about the accuracy of the self-disclosure based on the self-disclosure provided is the customer entitled to conduct an audit a maximum of once a year, subject to the following provisions.
   
   1. The customer shall notify SysEleven of its audit request in writing at least 90 days in advance, stating the reasons for the request.
   2. The audit shall be carried out at the customer’s own expense, during SysEleven’s regular business hours, in a manner that does not interfere with SysEleven’s normal operations.
   3. At least two weeks before the planned audit date, the customer shall submit a detailed audit plan (scope, duration, start of the audit).
4. If the customer is granted access to SysEleven’s premises, this shall only be on condition that the customer complies with SysEleven’s information security requirements.

21. Reference information

1. SysEleven is entitled to refer to services to be provided or already provided to the customer for advertising purposes on its own website and in its own documents when providing references, and to use the customer’s logo and company name (abbreviated if necessary) for this purpose. In addition, SysEleven may publish press releases about the customer’s order and the project.
2. For the duration of the contractual relationship, the customer grants SysEleven the simple, transferable right to use the customer’s logo and company name, limited in content to the aforementioned purpose. Any further use of the customer’s logo or company name is only permitted if the customer has given its prior consent.
3. Insofar as the customer’s reference information (logo, company name) is used in SysEleven’s documents as print documents, documents already produced may be used beyond the duration of the contractual relationship.

22. Non-solicitation clause

1. The parties mutually undertake not to directly or indirectly poach any employees of the other party during the term of the contract.
2. Poaching is understood to mean influencing an employee bound by an employment contract with the aim of persuading them to change jobs.
3. In any case of a culpable breach of the aforementioned obligation by one party, the other party shall be entitled to a contractual penalty of up to one year’s salary of the poached employee, which shall be reviewed by the
4. Berlin Regional Court for appropriateness, unless the poaching party proves that it did not poach the employee.
   The assertion of other claims, in particular for injunctive relief or damages, remains unaffected by this.

23. Final provisions

1. Should this contract contain a loophole that needs to be filled, or should one or more contractual provisions be or become invalid in whole or in part, the remainder of the contract shall remain valid. In the aforementioned cases, the contracting parties hereby undertake to agree on a provision to replace the invalid or missing provision that comes closest to the invalid provision in economic terms, so that the purpose intended by this contract is achieved as far as possible or the gap is closed in this sense.
2. The contractual relationship between the parties and all rights and obligations associated with it shall be governed exclusively by the laws of the Federal Republic of Germany, excluding provisions that refer to other legal systems and excluding 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 rights and obligations associated with it is Berlin. This jurisdiction clause does not affect the right of the parties to seek interim legal protection from the courts with jurisdiction under the law.
4. Even if this contract is written in English it has to be understood that it was prepared by German lawyers against a German commercial and legal background. If any term of the contract is open to interpretation, the intended German meaning shall prevail.

24. Product-specific terms and conditions

Depending on the agreed service, the following product-specific terms and conditions apply

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