Terms of service

§ 1 Scope

1. These general terms and conditions apply to all contracts between Basepilot.de, Inh. Tillmann Hübner, In der Muld 63, 99090 Erfurt, Germany (the “Provider”) and the customer for the use of the BasePilot service, available at basepilot.de and console.basepilot.de.
2. The offer is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers within the meaning of § 13 BGB.
3. Deviating or supplementary terms of the customer become part of the contract only if the Provider expressly agrees to them in text form.

§ 2 Services of the Provider

1. The Provider makes available a platform through which the customer can set up, operate and manage database clusters. The scope of functions follows from the description on the website and in the console at the time of use.
2. Clusters can be operated (a) on servers the Provider provisions at an infrastructure provider, (b) in the customer's cloud account at a supported infrastructure provider, or (c) on the customer's own servers.
3. In cases (b) and (c) the customer remains the contracting party of the infrastructure provider or the operator of the servers. The customer bears their costs, is responsible for the availability, network connectivity and security of that infrastructure, and grants the Provider the access required for operation.
4. Functions and database systems marked “Beta” are provided for evaluation. They may contain defects and may be changed or discontinued. The Provider recommends not using them for business-critical data.
5. The Provider may develop and change its services, provided this is reasonable for the customer taking the customer's interests into account, and may use third parties to perform them.

§ 3 Registration and user account

1. Use of the service requires a user account. The customer provides complete and accurate information on registration and keeps it up to date.
2. The contract is concluded when registration is completed. There is no entitlement to the conclusion of a contract.
3. The customer keeps the access credentials confidential and protects them against access by third parties. If misuse is suspected, the customer informs the Provider without undue delay. Actions performed through the customer's account are attributed to the customer unless the customer is not responsible for the misuse.
4. If the customer grants further persons access to its organization, the customer ensures that they comply with these terms.

§ 4 Prices, credit and billing

1. The prices shown in the console apply. The Provider notifies the customer of price changes for clusters that are already running in text form at least 30 days before they take effect; the customer may delete affected clusters at any time.
2. The Provider is a small business within the meaning of § 19 (1) of the German VAT Act (UStG). The prices shown are final prices; value added tax is neither charged nor shown.
3. Usage is billed per node and hour for as long as infrastructure is held for a cluster. This also applies while a cluster is being provisioned and while it is in a faulty state, until the customer deletes it.
4. For clusters on the customer's infrastructure, the Provider charges the service fee shown in the console.
5. The fees are charged against credit that the customer tops up in advance. Payments are processed by a payment service provider, whose terms apply in addition.
6. If the credit is expected to run out soon, the Provider notifies the customer by email. No new clusters can be created while the balance is negative. If the customer does not settle a negative balance within the period communicated, the Provider may stop the customer's clusters and, after a further period communicated to the customer, delete them. Deletion irretrievably destroys the stored data.
7. On termination of the contract the Provider refunds unused credit paid in by the customer on request, after set-off against outstanding claims. Credit granted free of charge is not paid out.

§ 5 Availability and maintenance

1. The Provider operates the platform with the diligence of a prudent businessperson. A specific availability is owed only if it has been expressly agreed in text form.
2. Where possible, the Provider applies updates to the database systems and servers within the maintenance window chosen by the customer. Brief interruptions may occur. Security-relevant updates may also be applied outside the maintenance window.
3. The Provider is not responsible for disruptions outside its sphere of influence. These include in particular failures of the customer's infrastructure in the cases of § 2 (2) (b) and (c), disruptions of the internet and force majeure.

§ 6 Backups

1. Backups are created only if the customer has enabled them for the respective cluster. Interval and retention follow the customer's settings.
2. The customer is responsible for enabling backups, for testing at reasonable intervals that they can be restored, and for keeping additional backups of its own for business-critical data.
3. If the customer protects backups with a passphrase of its own, the Provider does not store it. If the passphrase is lost, the backups protected with it cannot be restored.

§ 7 Obligations of the customer

1. The customer uses the service only in accordance with applicable law and without infringing the rights of third parties.
2. In particular, the following are not permitted: storing or distributing unlawful content, attacks on third-party systems, sending unsolicited bulk messages, and any use that endangers the security or stability of the platform.
3. In the event of a breach, the Provider may suspend access after a prior warning; where there is imminent danger, immediate suspension is permitted. The customer is informed of the suspension without undue delay.
4. The customer indemnifies the Provider against third-party claims that are based on unlawful use of the service by the customer, to the extent the customer is responsible for the infringement.

§ 8 Data protection and data processing

1. The Provider processes the customer's personal data in accordance with the privacy policy.
2. If the customer processes personal data in its databases, the customer is the controller and the Provider is the processor. The parties conclude a data processing agreement pursuant to Art. 28 GDPR for this purpose, which the Provider makes available on request.
3. The customer selects the location of its clusters itself and is responsible for ensuring that the choice is legally permissible for its data.

§ 9 Liability

1. The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee it has assumed.
2. In the event of a slightly negligent breach of an obligation whose fulfilment is essential for the proper performance of the contract and on whose observance the customer may regularly rely (cardinal obligation), liability is limited to the damage that was foreseeable at the time the contract was concluded and is typical for this kind of contract.
3. In all other respects the Provider's liability is excluded.
4. In the event of data loss, the Provider is liable in accordance with the preceding paragraphs only for the effort required to restore the data where the customer has backed up its data properly.
5. The above limitations also apply in favour of the Provider's legal representatives and vicarious agents.

§ 10 Term and termination

1. The contract runs for an indefinite period. The customer may delete individual clusters at any time and may terminate the contract at any time without notice, in text form or by deleting its account.
2. The Provider may terminate the contract in text form with 30 days' notice.
3. The right to terminate for good cause remains unaffected. Good cause for the Provider exists in particular if the customer breaches § 7 despite a warning or does not settle a negative balance despite a deadline having been set.
4. On termination of the contract the Provider deletes the customer's clusters and stored data, unless statutory retention obligations apply. The customer is responsible for exporting its data in good time before the contract ends.

§ 11 Changes to these terms

1. The Provider notifies the customer of changes to these terms in text form at least six weeks before they take effect.
2. If the customer does not object within six weeks of receiving the notification, the changes are deemed accepted. The Provider specifically points out this consequence in the notification. If the customer objects, either party may terminate the contract as of the date on which the change takes effect.

§ 12 Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is Erfurt, Germany.
3. Should a provision of these terms be or become invalid, the validity of the remaining provisions is not affected. The statutory provision takes the place of the invalid one.