General Terms and Conditions (GTC)

Preamble

These General Terms and Conditions govern the business relationship between focusnet GmbH ("focusnet" or the "Provider") and the customer ("Customer" or "Client") for the use of all focusnet Cloud Services ("FCS").

The focusnet Cloud Services include in particular:

• FCS IaaS (Infrastructure as a Service) - virtual infrastructure
• FCS K8s (Managed Kubernetes) - managed container orchestration
• FCS S3 (Object Storage) - S3-compatible object storage
• FCS BaaS (Backup as a Service) - managed backup solutions
• FCS DRaaS (Disaster Recovery as a Service) - geo-redundant replication for FCS IaaS
• FCS M365BaaS (Microsoft 365 Backup as a Service) - Microsoft 365 data protection
• FCS Managed Security - managed security services
• FCS Dedicated - dedicated infrastructure and managed bare-metal platforms

These GTC apply to the products listed above and to future cloud service products offered by focusnet, unless product-specific service schedules provide otherwise.

1. Scope and Subject Matter

1.1 Scope

(1) These GTC apply to all contracts between focusnet and the Customer for the provision of focusnet Cloud Services, regardless of product type.

(2) Deviating, conflicting, or supplementary terms and conditions of the Customer do not become part of the contract unless focusnet expressly agrees to them in writing.

(3) These GTC also apply to future business with the Customer without the need for a renewed reference.

(4) Individual agreements with the Customer, including side agreements, amendments, and supplements, take precedence over these GTC.

(5) Product-specific service schedules specify these GTC for the relevant product. In case of conflict, the product-specific service schedule prevails.

1.2 Subject Matter

(1) focusnet provides cloud services to the Customer in accordance with the applicable service description and product schedule.

(2) Services are provided exclusively in data centers located within the Federal Republic of Germany.

(3) The Customer receives non-exclusive, non-transferable access to the booked services for the contract term.

(4) Current prices are set out in the applicable general price list, the product schedule, or the individual offer.

(5) Services are provided using industry-standard software, including open source and proprietary components. Open source components are used under the applicable license terms.

1.3 Target Group

The focusnet Cloud Services are offered exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Consumers within the meaning of Section 13 BGB are excluded from using the services.

2. Contract Formation and Registration

2.1 Contract Formation

(1) The presentation of services on the focusnet website and in marketing materials is not a legally binding offer but an invitation to submit an offer.

(2) By ordering through the self-service portal, web console, or a written order, the Customer submits a binding offer to conclude a contract.

(3) The contract is concluded by order confirmation by email, activation of the booked service, provision of access credentials, signing of an individual framework agreement, or completion of a self-service order with automatic provisioning.

(4) For self-service orders placed through the website, the contract is concluded when the ordering process is completed and the service is provisioned. No separate framework agreement is required.

(5) The contractual content is determined, where available, by the framework agreement, the relevant product schedule, these GTC, and the annexes in that order of priority.

2.2 Registration and Customer Account

The Customer must create a customer account with truthful and complete information and keep this information up to date. Access credentials, including passwords, API keys, access keys, secret keys, SSH keys, and certificates, must be kept confidential and protected against unauthorized access. The Customer is responsible for activities carried out through the customer account unless the Customer proves that it is not at fault. Suspected compromise must be reported to helpdesk@focusnet.de without undue delay.

3. Service Description

The detailed description of each service, its functional scope, technical specifications, and configuration options is set out in the applicable product-specific service schedule. The following descriptions provide an overview and do not replace the binding product schedule.

3.2 FCS IaaS

focusnet provides virtual infrastructure consisting of virtual machines, networks, and storage. Administration is performed through a web console.

3.3 FCS K8s

focusnet provides container clusters as dedicated clusters or isolated namespaces in a multi-tenant shared cluster. For shared clusters, focusnet manages the control plane, platform updates, and infrastructure monitoring. For dedicated clusters, the Customer is responsible for control plane management unless otherwise agreed.

3.4 FCS S3

focusnet provides S3-compatible object storage. Data transmission is encrypted using TLS. Unless server-side encryption is expressly agreed, the Customer is responsible for encrypting stored data.

3.5 FCS BaaS

focusnet provides managed backup solutions with self-service administration. The Customer remains responsible for backup jobs and restores unless a managed services package has been booked.

3.6 FCS DRaaS

focusnet provides geo-redundant disaster recovery replication for FCS IaaS instances. The actual DR failover remains the Customer's responsibility.

3.7 FCS M365BaaS

focusnet provides backup solutions for Microsoft 365 services. The Customer is responsible for correctly configuring the data to be protected.

3.8 FCS Managed Security

focusnet offers managed security services. The scope, technologies, and service details are specified in the relevant product schedule.

3.9 FCS Dedicated

focusnet provides dedicated physical infrastructure and managed bare-metal platforms operated in focusnet data centers, including managed virtualization platforms such as Managed SUSE Virtualization. The scope of platform software, configuration, and management is agreed in the product schedule or individual offer.

3.10 Add-On Services

Optional add-on services, such as extended monitoring, logging, security services, managed databases, GPU extensions, container registry, firewall appliances, additional bandwidth, and public IP addresses, are billed monthly according to the applicable price list or offer.

3.11 Responsibilities

focusnet and the Customer share responsibility under a shared responsibility model. focusnet is responsible for the physical infrastructure, data center, internal network, and platform components agreed as managed. The Customer is responsible for applications, workloads, data content, compliance, access rights, IAM configuration, and the security of its own configurations. Dedicated clusters and dedicated infrastructure may allocate additional operational responsibility to the Customer as set out in the product schedule.

4. Service Level Agreement (SLA)

4.1 Availability

focusnet guarantees the monthly availability values specified for the booked services. Baseline values include 99.9% for network backbone, internet uplink, DNS, FCS S3 API endpoints, dedicated Kubernetes control planes and worker nodes, shared cluster namespaces, and ongoing DR replication; 99.5% for single-AZ FCS IaaS virtual machines, backup portal, restore operations, Microsoft 365 backup, web console, and customer portal; and 99.999999999% statistical durability for FCS S3 object storage data.

Availability (%) = ((total minutes - downtime minutes) / total minutes) x 100

Downtime means periods in which the essential functions of the booked service are unavailable to the Customer.

4.2 Exceptions

Downtime does not include planned maintenance, incidents outside focusnet's control, failures caused by the Customer or end users, failures of third-party providers not commissioned by focusnet, emergency security updates for critical vulnerabilities, throttling after agreed limits are exceeded, external networks outside the focusnet IP range, boot times during automated failover, or planned changes initiated by the Customer.

4.3 Maintenance Windows

Planned maintenance is announced at least 48 hours in advance where possible. Emergency maintenance for security or stability reasons may be carried out at shorter notice.

4.4 Credits

If the agreed SLA is not met, the Customer may receive service credits according to the applicable credit rules. Credits are the exclusive financial remedy for SLA shortfalls unless mandatory law provides otherwise.

5. Support

5.1 Support Times and Channels

Support is provided through the agreed channels and during the agreed support hours. Tickets are classified by priority from general inquiries to urgent outages.

5.2 Support Scope

Support includes incident intake and processing, assistance with focusnet services and portals, advice on resource usage, and help with access or configuration issues. It does not include customer application development, deployment or debugging, third-party software support unless expressly agreed, customer-caused data recovery unless BaaS has been booked, or training unless separately ordered.

5.3 Consulting

Consulting and professional services are available separately and are billed according to the applicable offer.

6. Prices and Payment

Prices are based on the applicable price list, product schedule, framework agreement, or individual offer. Billing is monthly unless otherwise agreed. Self-service orders are usually paid by credit card or SEPA direct debit; payment by invoice is available after individual approval. For Managed SUSE Virtualization and other dedicated resources, recurring billing starts only when the resource has been provisioned or activated.

Network traffic and egress may be subject to fair-use rules and additional charges. Invoices must be paid when due. In case of late payment, focusnet may charge statutory default interest, reminder fees, and further damages, and may suspend services after prior notice where payment remains outstanding.

focusnet may adjust prices for objective reasons such as increased energy or infrastructure costs, changed software license costs, inflation, or regulatory changes. Invoice objections must be raised within the agreed objection period. Bank fees for international payments are borne by the Customer.

7. Term and Termination

The contract term and notice periods are determined by the product schedule, order, framework agreement, or self-service terms. Either party may terminate for cause. focusnet may terminate for cause in particular if the Customer is more than 30 days in default despite reminder and grace period, materially breaches contractual duties, uses services unlawfully, or becomes insolvent. The Customer may terminate for cause if focusnet repeatedly fails to provide the owed service despite notice and grace period, or materially falls below guaranteed availability under the agreed conditions.

After termination, access to services may be disabled. The Customer must export data in good time. focusnet may delete data after the contractual retention or transition period unless statutory duties require otherwise. Claims for damages due to early termination remain unaffected.

8. Rights of Use and Intellectual Property

The Customer receives the rights of use necessary to access the booked services during the contract term. focusnet, its licensors, or third-party providers retain all intellectual property rights in software, systems, documentation, know-how, and platform components. The Customer retains rights in its own data, applications, and content.

If a third-party rights claim affects the services, focusnet may procure a right of use, modify the affected services so they no longer infringe without materially impairing functionality, or replace the service with an equivalent non-infringing service.

9. Customer Obligations

The Customer must use the services lawfully, cooperate as required, keep account information current, protect credentials, maintain secure applications and dependencies, use strong passwords and multi-factor authentication where available, and regularly review access configurations.

Prohibited uses include unlawful content, spam, malware, hacking, port scans, DDoS attacks, crypto mining without express written approval, services that violate applicable law, intentional infrastructure overload, stolen or illegally obtained data, phishing or fraudulent services, and excessive API misuse.

The Customer must provide required information, nominate competent contacts, grant approvals in due time, and review or accept services within reasonable periods. In case of violations, focusnet may issue warnings, set remediation deadlines, temporarily suspend affected services, terminate for cause, and inform authorities where legally required.

10. Data Protection

Where focusnet processes personal data on behalf of the Customer, the parties enter into a data processing agreement pursuant to Article 28 GDPR. The data processing agreement forms Annex 1 to these GTC.

Customer data is stored in Germany unless otherwise agreed. focusnet maintains appropriate technical and organizational measures pursuant to Article 32 GDPR, which form Annex 2 and are available on request. Sub-processors may be used in accordance with GDPR requirements. Data is deleted or returned after contract end according to the agreed rules. Data protection incidents are reported in accordance with legal requirements.

focusnet may carry out credit and identity checks where justified. Customer data may be used for marketing purposes only where permitted by law or where consent has been given.

11. Warranty and Liability

focusnet provides services with due care and in accordance with the agreed service descriptions. The statutory warranty rules apply unless modified by these GTC or individual agreements.

focusnet is liable without limitation for intent and gross negligence, injury to life, body, or health, product liability, and any expressly assumed guarantee. For slight negligence, liability is limited to typical and foreseeable damages arising from breach of material contractual obligations. Liability for indirect damages, lost profit, customer-caused deletion, compromised Customer credentials, and failures of third-party services is limited or excluded to the extent permitted by law.

The Customer is liable for violations of law, contractual breaches, and third-party claims caused by its own content, applications, users, or configurations. Defects must be reported promptly and with sufficient detail. Initial defects are excluded to the extent legally permissible.

12. Force Majeure

Force majeure includes events beyond the reasonable control of the affected party, such as natural disasters, war, terrorism, sabotage, pandemics, epidemics, power outages not attributable to focusnet, official orders, embargoes, internet backbone or upstream provider disruptions, and cyberattacks against critical infrastructure that cannot be prevented despite appropriate protective measures.

Performance obligations are suspended for the duration of the force majeure event. The affected party must inform the other party without undue delay and take reasonable measures to mitigate the impact.

13. Confidentiality

Both parties must keep confidential information received from the other party confidential and protect it with appropriate care. Confidentiality obligations do not apply to information that is public, already known, lawfully obtained from a third party, independently developed, or required to be disclosed by law, authority, or court order.

14. Compliance and Export Control

Both parties comply with applicable laws, including data protection law, commercial and tax law, anti-money laundering rules, and EU and German sanctions and embargo regulations. The Customer confirms that it is not listed on sanctions lists and will not use the services for sanctioned persons, organizations, or export-controlled purposes.

focusnet designs its services with NIS2-relevant security and operational requirements in mind where applicable. The Customer remains responsible for its own regulatory classification and compliance duties. Neither party may offer or accept unlawful benefits in connection with the contract.

15. Changes to the GTC

focusnet may amend these GTC where objectively justified, for example due to legal, technical, operational, or economic changes. Customers are informed of material changes in text form. If the Customer does not object within the notified period, the amended GTC become part of the contract where legally permissible.

16. Final Provisions

German law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is Berlin where legally permissible. Notices may be made in text form unless stricter form is required.

If individual provisions are invalid, the remaining provisions remain effective. Contractual rights may be transferred only in accordance with the agreed rules. A waiver of rights requires clear intent and does not constitute a waiver for future cases. The parties are not obliged to participate in consumer dispute resolution procedures. The contract, including annexes, service schedules, and individual agreements, contains the complete agreement between the parties.

17. Provider Information

focusnet GmbH

Bismarckstr. 82
10627 Berlin
Germany

Email: helpdesk@focusnet.de

Annexes

The following annexes form part of these GTC and are provided to the Customer on request or when the contract is concluded:

• Annex 1: Data Processing Agreement pursuant to Article 28 GDPR
• Annex 2: Technical and Organizational Measures pursuant to Article 32 GDPR
• Annex 3: Supplementary Agreement on Software Licensing - Microsoft SPLA / CSP

Please send annex requests to helpdesk@focusnet.de.