Terms and conditions
IT services and products from CloudRebels GmbH
Scope of the General Terms and Conditions (GTC)
These are the general terms and conditions of CloudRebels GmbH (hereinafter referred to as “Cloud Rebels”) with regard to the IT services and products offered by Cloud Rebels. The subject matter of this is to regulate the legal relationship between Cloud Rebels and the customer with regard to the commissioned IT services and products.
Cloud Rebels offers are aimed exclusively at customers who are entrepreneurs within the meaning of Section 14 BGB or legal entities, traders and self-employed or freelancers.
Only these General Terms and Conditions (GTC) apply to the contractual relationship. Conflicting or further terms and conditions of the customer do not become part of the contract. They have no effect even if Cloud Rebels has not contradicted them in individual cases.
The general terms and conditions are supplemented by the currently valid product description. These documents can be downloaded, saved and printed out by the customer at any time here.
Individual agreements between Cloud Rebels and the customer take precedence over these general terms and conditions in the area of the individually agreed contract terms and conditions (see § 305b BGB) and are then supplemented by these general terms and conditions. The offer or order documents as well as the invoice from Cloud Rebels are considered individual agreements that take precedence over these general terms and conditions. Individual agreements must be made in writing to be effective.
Change in IT services and products and prices
Price adjustment: Cloud Rebels is entitled to adjust the agreed prices after conclusion of the contract to the following extent:
a) Increasing the prices for necessary advance payments from third parties that Cloud Rebels obtains for the execution of the contract;
b) increase in value added tax or mandatory statutory duties;
c) Adjustment of prices due to increased general costs, such as due to recession, the general economic situation or a change in the assessment of costs, in terms of profitability, of the service to be provided to the customer.
Changes in services and prices: Changes made by Cloud Rebels to IT services or products, the functionalities contained therein or the price will be notified to the customer in writing in good time before they come into force.
Customer's right to object: The customer has the right to object to the notified changes in text form within four weeks of receipt of the change notification.
Effective date of the changes: If the customer does not object to the changes in due time, the changes become effective at the specified time and become part of the contract. The customer is expressly informed of this consequence in the change notification.
Cloud Rebels cancellation right: If the customer objects to the changes, Cloud Rebels is entitled to cancel the contract with a notice period of one month. Cloud Rebels will exercise this right of termination within four weeks of the customer's objection.
copyright
The content and works on these pages created by the site operators are subject to German copyright law. Duplication, processing, distribution and any kind of use outside the limits of copyright law require the written consent of the respective author or creator. Downloads and copies of this site are only permitted for private, non-commercial use. Insofar as the content on this site was not created by the operator, the copyrights of third parties are respected. In particular, third-party content is marked as such. Should you nevertheless become aware of a copyright infringement, please notify us accordingly. If we become aware of legal violations, we will remove such content immediately.
Conclusion of the contract
All offers from Cloud Rebels are subject to change. An offer from Cloud Rebels is only binding if this is expressly stated in writing or text form. Unless otherwise stated, the offer with the calculated prices and services for Cloud Rebels is binding for a period of four weeks.
Based on the non-binding offer from Cloud Rebels, the customer places a binding order for the service offered by Cloud Rebels.
Order confirmations are generally not advertised. However, if the order is completed over the phone, orally, or online, a confirmation letter in text form from Cloud Rebels is required. All other oral agreements also require confirmation by Cloud Rebels in text form.
The contract is concluded implicitly with the provision of services by Cloud Rebels or upon receipt of an order confirmation in text form.
By placing an order, the customer assures that he is an entrepreneur within the meaning of Section 14 BGB, a legal entity, a trader or self-employed person or a freelancer.
Cloud Rebels is entitled to reject orders or withdraw from the contract at any time at its own discretion, without the customer accruing any claims for damages if it turns out that the content or form of the service owed violates amended legal provisions.
Cloud Rebels is also entitled to withdraw from the contract if there are reasonable doubts about the customer's creditworthiness.
Subject of the contract
The contract includes the order documents, in particular the offer and any order confirmation from Cloud Rebels, as well as these general terms and conditions. Individual agreements must be made in writing to be effective.
The subject of the contract is Cloud Rebels' IT services and products, which are specified in more detail in the order documents.
The customer must specify the task. On this basis, the execution of the task is planned together.
It is the sole responsibility of Cloud Rebels to decide which employees are used to perform specific tasks. Both in-house and freelancers as well as other companies can be employed as part of the performance of tasks. Notwithstanding this, Cloud Rebels reserves the right to replace employees at any time.
The employees employed to perform tasks are subject exclusively to the instructions of Cloud Rebels, regardless of whether the service is provided directly to the customer. Employees are not integrated into the customer's operations. The customer can only send suggestions and tasks to the Cloud Rebels project manager or account manager, but not directly to individual employees.
The deadlines set out in the implementation and project plans are generally estimated times, unless the agreements reached between the parties show that deadlines have been set as binding.
If Cloud Rebels depends on the customer's cooperation or information and performance is delayed due to lack of or delayed cooperation, or if performance is hampered by force majeure, such as war, riot, natural disasters or similar events such as strike, lockout, regulatory intervention or other circumstances for which Cloud Rebels is not responsible, agreed deadlines will be extended by a reasonable period of time.
In such a case, Cloud Rebels will inform the customer of the circumstances of the impediment and, after its termination, will immediately arrange a new appointment for the provision of the services.
During the term of the contract and the associated use of Cloud Rebels systems, the customer can suggest changes and adjustments at any time.
Cloud Rebels will respond to the customer's requests for changes and/or adjustments in writing with a statement of appropriate feasibility and by preparing a corresponding offer.
With acceptance of the offer by the customer, a contract is concluded between the customer and Cloud Rebels with changed content in accordance with the offer. The remuneration for this is based on the current Cloud Rebels price list at that time.
Until the amended contract is concluded, all other work will continue to be carried out in accordance with the existing contracts. However, the customer is entitled to demand the complete or partial interruption of work. However, the resulting delays in performance or deadlines are at the expense of the customer.
assumptions
If an order from the client consists of several individual works that can be used independently of each other, the client must accept each individual work separately and immediately.
If market products are used as a basis or tool for the execution of an order, functional restrictions and errors caused by these products do not constitute a reason for refusing acceptance.
Customer concepts and specifications require written acceptance by Cloud Rebels. Cloud Rebels concepts and specifications must be accepted by the customer before execution. A written order based on the content of these versions represents an acceptance free of defects and errors.
The customer must check the result within 10 working days and report any deficiencies or declare acceptance. The service is considered accepted if the client neither complains of defects nor declares acceptance within this period. Minor defects do not entitle the customer to refuse acceptance.
Cloud Rebels will report defects that are attributable to market products to the supplier for rectification, insofar as the repair is necessary to provide Cloud Rebels services.
Customer's obligations to cooperate
The customer is aware that the provision of the services included in Cloud Rebels and their quality may depend significantly on his participation. The customer is therefore obliged to support Cloud Rebels to the best of its ability in providing the agreed services, to create the necessary conditions in its sphere of operation and risk for the proper execution of the order and, in addition, to fulfill the obligations imposed on it in accordance with this Section 7 in good time and in full.
He is responsible for the timely, correct and complete provision of all information, documents and other tools free of charge to Cloud Rebels in order to be able to provide the services offered. He is also responsible for contacting subordinates with special functions.
Proper data backup is the responsibility of the client.
If the customer does not sufficiently fulfill his obligation to cooperate in the agreed manner, he shall bear the resulting consequences, such as additional costs or delays, and reimburse Cloud Rebels for all resulting damages. During this period, Cloud Rebels is released from obligations under the applicable service agreement and these service terms.
Contract data
The customer is obliged to provide all contract data requested when concluding the contract completely and truthfully.
Furthermore, the customer must immediately inform Cloud Rebels in text form of any changes to the contract data and all significant circumstances necessary for the execution of the contract.
Legal issues
The customer must resolve all legal issues, in particular questions of professional, competition, trademark, copyright, personality, data protection and naming law, of his own accord before placing an order.
Securing the access data provided
The customer is obliged to keep provided access data strictly confidential and to protect them from unauthorised access to the extent necessary. He will immediately inform Cloud Rebels as soon as he becomes aware that these login details have become known to unauthorized third parties.
The customer is not permitted to make the login data and/or the access-based services available to third parties for the purpose of use without prior agreement with Cloud Rebels.
Other obligations to cooperate
To use Cloud Rebels systems, the customer provides the appropriate work environment (workstations, network) in accordance with Cloud Rebels specifications.
The customer will participate free of charge in the execution of the order, in particular during implementations and the execution of work, e.g. by providing employees, work rooms, hardware and software, data and telecommunications equipment. It gives Cloud Rebels access to hardware and software directly and via remote data monitoring. He answers questions, reviews results, and immediately tests systems provided by Cloud Rebels. Errors or deficiencies must be reported to Cloud Rebels immediately after they become known.
The customer names one or more contact persons and their communication data under which the contact person (s) can be reached. The contact person or contacts must be able to make the necessary decisions for the customer or make them immediately. The contact person (s) ensure good cooperation with the contact persons (usually project manager, account manager) of Cloud Rebels. For these activities, the customer's employees must be released from other activities to an appropriate extent.
The customer is obliged to use the services and systems provided by Cloud Rebels in accordance with the applicable legal provisions, any official orders and the contractual agreements made with Cloud Rebels.
Legal consequences of a breach of (cooperation) duties
Reference is made to the customer's indemnification obligation or liability if Cloud Rebels is claimed by third parties in the event of a violation of the (cooperation) obligations in accordance with § 10 of these General Terms and Conditions for Cloud Rebels.
In addition, Cloud Rebels is not in default of fulfilling its performance obligations, provided that late or omitted performance of an information, cooperation or other obligation on the part of the customer is (co-) caused by this. In the event of delays in the provision of individual contractual services due to omitted or delayed cooperation by the customer, Cloud Rebels's claim for compensation and its due date remain unaffected.
Granting of rights
The customer irrevocably grants Cloud Rebels the simple but transferable right of use, unlimited in terms of time, content and space, to the content provided and the results resulting from the provision of services, insofar as this is necessary to fulfill the contract. The transfer of rights includes the full granting of rights to all known and future types of use.
The customer agrees that Cloud Rebels may use the results or parts of the results resulting from the provision of services for reference purposes for self-promotion.
Cloud Rebels is the exclusive owner and owner of the service, software, all graphics, logos, trademarks, and names used by Cloud Rebels in connection with the products.
In addition, with the creation of the service, Cloud Rebels becomes the owner of all intangible property rights, in particular copyrights, to the results, e.g. concepts, planning documents, specifications, developments, documentation, studies, inventions, user or maintenance manuals and other documentation.
The customer is free to make suggestions to Cloud Rebels to improve the service. However, by doing so, the customer acknowledges that all rights to the improvements and/or changes associated with such suggestions belong to Cloud Rebels and Cloud Rebels is not obliged to compensate the customer for such suggestions.
If the customer acquires copyrights to the results through his cooperation, he transfers to Cloud Rebels the exclusive right, unlimited in terms of space, time and content, to process, exploit, market and otherwise use these results in any possible way.
If the results are protectable, Cloud Rebels is entitled to register, maintain, or drop the corresponding intellectual property rights at any time in its sole discretion and on its own behalf in any country.
Customer's rights of use
After full payment, the customer is entitled to a simple right of use of the work results for his own purposes, limited in time and content to the duration of the contract period, to the extent planned, unless otherwise agreed.
By granting the user license, Cloud Rebels grants the customer a non-exclusive, non-transferable and revocable right limited in time and content to the duration of the business relationship to use the offered products under the terms and purposes described in the offer or contract.
Any other and/or further use or exploitation is excluded. In this context, Cloud Rebels assures that it is the rights holder or licensee of all third-party programs offered and that it has been granted the corresponding rights to use all third-party products required to provide services to the customer.
Customer liability and compensation
The customer releases Cloud Rebels and the vicarious agents of Cloud Rebels from all third-party claims made against Cloud Rebels or the vicarious agents of Cloud Rebels due to the breach of one of the aforementioned obligations under Section 8 and Section 9. This also includes compensation for the resulting damage, including the costs of appropriate legal defense.
Cloud Rebels warranty and liability
Cloud Rebels guarantees that the contractual software has the functions specified in the service description during the term of the contract. Cloud Rebels promises to carry out the work carried out with the greatest possible care and to the best of its knowledge and belief. In this context, the customer will immediately inform Cloud Rebels of program errors, the need for changes and other circumstances that indicate the need for maintenance measures.
Errors reported by the customer will be resolved within a reasonable period of time. If fixing errors proves impossible, Cloud Rebels will offer an alternative solution.
In particular, Cloud Rebels does not guarantee the uninterrupted availability of the service or the quality of the services.
Cloud Rebels has no influence on the transport of data over the Internet. Cloud Rebels therefore does not guarantee that sent messages will reach the recipient correctly.
A specific performance result or even a specific success is generally not owed. If the provision of a specific service result has been expressly agreed and Cloud Rebels is unable to deliver the service result owed at the agreed time for whatever reason, Cloud Rebels is entitled to make up for the service result owed.
If the customer refuses to check the reported defects, the customer is not entitled to assert further warranty claims. If reported deficiencies can no longer be proven after a joint examination, the complaint and thus also the defect shall be considered to have been resolved.
The warranty is excluded for defects/damage that occur after handover to the customer as a result of faulty or negligent treatment by the customer or his vicaries/representatives, his failure to comply with the instructions of Cloud Rebels or due to special external influences outside the area of responsibility of Cloud Rebels.
If the customer or a third party makes unagreed changes to programs or systems, the warranty for these and the resulting consequences is also excluded. Features are not guaranteed by Cloud Rebels.
In the event of a wholly or partially defective service for which Cloud Rebels or its partners are responsible, the customer is entitled to rectification from Cloud Rebels. If the repair has failed, the customer has the right either to demand an appropriate reduction in the remuneration (reduction) or to withdraw from the contract. The repair is considered to have failed after the second unsuccessful attempt. Further claims by the customer are excluded.
According to legal provisions, Cloud Rebels is liable for damage to life, body and health based on a culpable breach of duty by Cloud Rebels, Cloud Rebels's legal representatives, employees or vicarious agents, as well as for damages covered by liability under the Product Liability Act.
Unforeseeable events, such as force majeure, strikes, official measures, outages of transmission routes or other disruptions for which Cloud Rebels is not responsible, release Cloud Rebels from its performance and warranty obligations. The liability of Cloud Rebels is also completely excluded in such a case.
Cloud Rebels is not liable for materials, content and services provided by the customer (e.g. provided employees, work rooms, hardware and software, data and telecommunications equipment) that the customer makes available to us to execute the contract or that he publishes or distributes via the Cloud Rebels components.
For other damages not covered by the foregoing clauses, the liability of Cloud Rebels is excluded, irrespective of the legal basis, to the extent permitted by law, unless Cloud Rebels is guilty of intent or gross negligence. In addition, liability for slight negligence is not excluded if Cloud Rebels is guilty of breaching such an obligation, the fulfilment of which makes the proper execution of the contract possible in the first place (so-called cardinal obligation). In the latter case, liability is limited to foreseeable damage typical of the contract, but not more than the sum of the annual order value.
All customer claims against Cloud Rebels expire within one year from the start of the legal limitation period. This does not apply to the limitation period for claims based on an intentional or grossly negligent breach of duty.
Insofar as Cloud Rebels' liability is limited or excluded, this also applies to its service providers, legal representatives, employees or other vicarious agents.
Payment/offset/withholding
The remuneration is generally based on the currently valid Cloud Rebels price list, unless otherwise contractually agreed. The price list is subject to change.
All prices are, except in the case of a sales tax exemption, plus the respective statutory sales tax. Cloud Rebels is entitled to charge for partial services if this is reasonable for the customer. Payments must be made with the payment term specified on the invoice/partial invoice. No discount is granted. Starting 30 days after the due date, Cloud Rebels may charge interest in the amount of the respective statutory default interest rate.
Services are generally billed by Cloud Rebels after they are provided. The services are billed once a month. Exceptions require a separate agreement. Cloud Rebels can demand advance payments if the duration of the work and services exceeds 1 month. The amount of the advance payment depends on the degree of completion.
In the case of billing based on expenses, this is done upon presentation of the usual Cloud Rebels activity records. Travel time, travel expenses, and accommodation costs are billed depending on the place of business of the Cloud Rebels employee.
Cost increases for licenses and maintenance services, which are provided and invoiced by third parties as part of the provision of the services between Cloud Rebels and the customer, are passed on to the customer unchanged by Cloud Rebels.
Cloud Rebels reserves the right to charge reminder costs for reminders issued (in non-commercial transactions only after the 2nd reminder). At the latest 30 days after the due date, Cloud Rebels can charge interest in the amount of the applicable statutory default interest rate.
Order agents, third-party service providers and other third parties are generally not authorized to accept payments on behalf of Cloud Rebels. In the event of a collection or cash payment by Cloud Rebels, the advance payment or cash payment must be made immediately upon placement of the order. Payments made to the Cloud Rebels representative will be accepted upon due receipt.
Cloud Rebels is entitled, in the event of objectively justified doubts about the customer's solvency, even during the term of the contract, to make the continued provision of services dependent on the payment of outstanding invoice amounts.
The customer is only entitled to offset and/or withhold if the counterclaims have been legally established or are undisputed.
Confidentiality and data protection
The contracting parties will keep trade and trade secrets of the other contractual partner, which have become known to them in the course of the business relationship, confidentially even after the business relationship has ended.
The customer may only make contractual items available to employees and third parties insofar as this is necessary to exercise the right of use granted to him; otherwise, he must keep all items of contract secret. He will inform all persons to whom he grants access to contract items of the contract about Cloud Rebels' rights to the subject matter of the contract and the obligation of confidentiality.
Personal data is only processed in accordance with applicable data protection law, in particular the GDPR and the BDSG. The parties agree to conclude an order processing contract in accordance with Article 28 GDPR or to conclude a joint responsibility contract under Article 26 GDPR, if this is necessary.
Miscellaneous
The place of fulfilment and jurisdiction for both parties is the registered office of Cloud Rebels, unless otherwise required by law.
The law of the Federal Republic of Germany applies to all legal relationships arising from the use of the services, excluding the provisions on international private law and the UN Sales Convention.
Address
CloudRebels GmbH
Chemnitzer Strasse 8, 14612 Falkensee
Phone: +49 3322/43 23 992
Commercial register: Berlin HRB 36461
VAT -ID number: DE 351312704
Managing Director: Jan Schmidt