General Terms and Conditions of Sale

These General Terms and Conditions of Sale (GTC) govern the services provided by CloudCan GmbH (“CloudCan”) to its business customers (the “Customer”). They apply subject to the specific terms and conditions of the service ordered and the accepted order.

The contract consists of the following documents, listed in descending order of priority:

1. the order accepted by the Customer;
2. the specific terms and conditions of the service ordered;
3. these GTC.

In the event of any inconsistency, the document appearing higher in this list shall prevail in respect of the matter concerned.

At the time of purchase, the order records the service ordered, the accepted price, the billing frequency, any one-time fees, the options subscribed to and the versions of the applicable terms and conditions.

Any subsequent amendment to a commercial webpage shall not retroactively amend an order that has already been accepted.

The contract is concluded when CloudCan electronically confirms the Customer’s order.

Where the order provides for activation fees, such fees are due upon order and become definitively non-refundable once activation of the service concerned has commenced.

Any mandatory rights under applicable law remain unaffected.

The applicable prices, taxes, one-time fees, recurring services and billing frequencies are those specified in the order accepted by the Customer.

Services or options ordered subsequently are billed at the price presented and accepted at the time they are ordered.

Unless otherwise provided in the order or the specific terms and conditions, recurring services are billed in advance for the relevant period.

The price applicable upon subscription is the price specified in the order accepted by the Customer. CloudCan may change the prices of recurring services for the future. Any change shall be communicated to the Customer on a durable medium at least thirty days before it takes effect.

A Customer who does not accept a price increase may terminate the service concerned, free of charge, with effect no later than the day before the new price takes effect. Such termination is not subject to the ordinary notice period. If the Customer does not terminate within the specified period, the new price shall apply from the communicated date.

One-time services and additional options are billed at the price presented and accepted at the time they are ordered. No price change shall have retroactive effect.

CloudCan may modify its services for technical, operational, security or compliance reasons, provided that it does not retroactively remove a service expressly included in the current order.

Any material contractual change that is detrimental to the Customer shall be communicated on a durable medium before it takes effect. Where such change materially affects the service ordered, the Customer may terminate the service concerned free of charge before the change takes effect.

The product description published on the website may change for new orders. The version contractually applicable to an existing order remains the version recorded when the order was accepted, subject to changes validly notified in accordance with the GTC.

The applicable term, frequency and notice period are those specified in the order or in the specific terms and conditions of the service concerned.

Termination ends the CloudCan services on the scheduled effective date. The procedures specific to the service regarding return, export, retention and deletion are set out in its specific terms and conditions.

Amounts due for services already provided or for the current contractual period remain payable, subject to applicable mandatory rights.

The Customer is required in particular:

• to provide accurate and up-to-date information;
• to protect its credentials and access;
• to use the service lawfully;
• to administer its systems, applications and data;
• to create any backups not expressly included in the order;
• to comply with the terms and conditions of the third-party providers it selects.

The Customer shall inform CloudCan without undue delay of any incident within its area of responsibility and shall reasonably cooperate in addressing it.

Availability mechanisms, service levels, support response times and any service credits are solely those expressly provided for in the order or the specific terms and conditions of the service concerned.

The existence of a technical recovery mechanism does not, in itself, constitute an SLA or a guarantee of uninterrupted operation.

To the fullest extent permitted by law, where a culpable breach does not result from intent or gross negligence, CloudCan is liable only for direct damage that was foreseeable and typical for this type of contract.

CloudCan’s total liability arising from the same event is capped at 100% of the monthly price of the affected service.

CloudCan is not liable for indirect or consequential damage, including loss of profit, revenue, customers, opportunities or data, or business interruption. The Customer remains responsible for implementing backups appropriate to its workloads and risk level, except where a specific backup service is expressly included in its order.

These exclusions and limitations do not apply to liabilities that cannot be excluded or limited under applicable law.

CloudCan may suspend all or part of a service to the extent necessary and proportionate in the event of a serious risk to the security or integrity of the service, manifestly unlawful use, infringement of third-party rights, a threat to the infrastructure or non-payment.

Except in an emergency, CloudCan shall inform the Customer in advance of the reason invoked and grant it a reasonable period in which to remedy the breach where the breach can be remedied. In an emergency, CloudCan may act immediately and shall inform the Customer as soon as reasonably possible.

Either party may terminate the contract with immediate effect if the other party commits a material breach that is not remedied within the period allowed or objectively renders continuation of the contractual relationship impossible.

The Customer remains responsible for the data and content it processes using the services. It shall ensure that it has the necessary rights and complies with the obligations applicable to such processing.

The processing of personal data carried out by CloudCan in connection with the website, customer area, order and customer relationship is described in the Privacy Policy.

The Customer has the right to use the service and the artefacts expressly delivered under its order, within the limits set out in that order and the applicable specific terms and conditions. CloudCan retains its intellectual property rights in its software, content, methods and components that are not expressly transferred.

The delivery or export of an environment, image or other executable artefact does not entail any transfer of CloudCan’s source code or intellectual property, unless otherwise agreed in writing.

Rights of use, export and reinstallation specific to a product are defined in its specific terms and conditions.

CloudCan retains durable evidence for each order, including at least:

• the date and the Customer’s identity;
• the service and options ordered;
• the accepted price and billing frequency;
• the version of the GTC;
• the version of the specific terms and conditions;
• the order confirmation.

The contract is governed by the substantive laws of Switzerland, excluding its conflict-of-laws rules. The courts at CloudCan’s registered office shall have exclusive jurisdiction, subject to any mandatory venues prescribed by law.