General Terms and Conditions (B2B) — Atomity Cloud

1. Scope and Definitions#

1.1 These General Terms and Conditions (“Terms”) govern the provision of the Atomity Cloud software-as-a-service offering (“Service”) by Atomity to its business customers (“Customer”). They become binding through the Order Form that incorporates them.

1.2 Deviating, conflicting or supplementary terms of the Customer do not become part of the contract unless Atomity expressly accepts them in text form (§ 126b BGB). This applies even if Atomity provides the Service without reservation while aware of the Customer’s terms.

1.3 Definitions:

• “Order Form” means the offer or order document referencing these Terms;
• “Subscription Term” means the agreed contract period;
• “Customer Data” means data the Customer or its users provide to or generate within the Service, including cloud account metadata, cost/billing data, resource configuration and usage metrics;
• “Documentation” means the user documentation Atomity makes available;
• “Authorized User” means an individual the Customer permits to access the Service under its account;
• “Customer Cloud Environment” means the cloud accounts, subscriptions, projects and workloads the Customer connects to the Service;
• “Third-Party Service” means a service (e.g. a cloud provider) provided to the Customer by a party other than Atomity;
• “SLA” means a service-level agreement expressly agreed in or with an Order Form;
• “DPA” means the Data Processing Agreement pursuant to Art. 28 GDPR (Section 13).

1.4 In case of conflict, the following order of precedence applies: (1) the Order Form, (2) the DPA for data-protection matters, (3) the applicable SLA, (4) these Terms, and (5) the Documentation.

2. Formation of Contract#

2.1 The contract is formed when Atomity accepts the Customer’s Order Form in text form or begins providing the ordered Service after receiving the Order Form.

2.2 Atomity’s presentations of the Service (website, demos, decks) are non-binding invitations to treat, not binding offers.

3. Subject Matter of the Service#

3.1 Atomity provides the Customer with access to the Service for the agreed Subscription Term in accordance with the Order Form, the service description and the Documentation. The Service provides cloud-cost, utilization, performance, carbon and governance analysis and, where expressly ordered, controlled execution or orchestration of approved changes.

3.2 The Service is provided as decision-support and information. Atomity does not provide legal advice within the meaning of the Rechtsdienstleistungsgesetz (RDG) nor tax advice. The Service supports the Customer’s technical and governance processes but does not certify that the Customer complies with any particular law, regulatory framework or internal policy. Decisions taken by the Customer on the basis of the Service output remain the Customer’s responsibility.

3.3 Unless expressly guaranteed in an Order Form, recommendations, forecasts, estimated savings, carbon calculations and performance projections are estimates and not guaranteed outcomes.

3.4 The functional scope is determined by the Order Form, the then-current Documentation and the service description. Atomity may further develop and improve the Service, but will not materially reduce the core functionality purchased by the Customer during the current Subscription Term, except where required for security, law or Third-Party Service / platform changes.

4. Provision, Access, Onboarding#

4.1 Atomity grants the Customer a non-exclusive, non-transferable, time-limited right to use the Service during the Subscription Term for its own internal business purposes. Access is limited to the number of Authorized Users and entities stated in the Order Form. The Customer may not resell, sublicense or provide the Service to third parties unless expressly agreed.

4.2 Affiliates or sub-tenants may use the Service only where included in the Order Form. The Customer remains responsible for their acts and omissions.

4.3 To use the Service, the Customer connects cloud accounts and/or uploads Customer Data. The Customer is responsible for the lawfulness of the connection and upload and for holding the necessary rights and authorisations. The Customer determines which cloud accounts, permissions and workloads are connected. Atomity will act only within the permissions, policies, approvals and automation settings configured or authorized by the Customer.

4.4 Unless automated execution is expressly enabled, Atomity provides recommendations only. The Customer is responsible for reviewing and approving recommendations before implementation.

4.5 The Customer’s agreements with AWS, Azure, Google Cloud, Hetzner or other providers remain between the Customer and the relevant provider. Atomity does not control their availability, prices, APIs or contractual terms. This does not exclude Atomity’s liability for its own incorrect implementation or negligence.

5. Availability and Service Levels#

5.1 Unless an Order Form or SLA states otherwise, Atomity does not guarantee a specific availability percentage and will use commercially reasonable efforts to maintain the availability of the Service.

5.2 Where an SLA is agreed, it defines the measurement period and method and any service-credit remedy, and excludes at least: (a) announced maintenance windows; (b) downtime caused by force majeure (Section 14); (c) downtime attributable to the Customer or to third parties not engaged by Atomity (including the Customer’s cloud providers); and (d) emergency maintenance.

5.3 Planned maintenance will normally be announced at least 48 hours in advance and, where reasonably possible, performed outside 08:00–18:00 CET/CEST on German business days. Emergency security maintenance may be performed without advance notice.

5.4 Support channels, response targets and support hours are determined by the Customer’s purchased plan and the applicable Order Form or SLA.

6. Customer Obligations#

6.1 The Customer keeps access credentials confidential, secures them against third-party access and informs Atomity without undue delay of any suspected misuse. The Customer must use individual accounts, enable available multi-factor authentication and promptly disable accounts of persons who no longer require access.

6.2 The Customer ensures that its use of the Service complies with applicable law and that it does not upload content that is unlawful or infringes third-party rights.

6.3 The Customer is responsible for the accuracy and completeness of Customer Data it provides and for maintaining its own backups of source data held outside the Service.

6.4 The Customer obtains and maintains all permissions required to grant Atomity access to its cloud accounts and to have the connected/uploaded data processed by the Service.

6.5 The Customer must not: introduce malware or malicious code; upload unlawful content; share credentials; conduct unauthorized security testing; interfere with the Service or other tenants; send excessive automated requests; or circumvent technical limits.

6.6 The Customer remains responsible for fees charged by its cloud providers, including costs resulting from changes the Customer approves or enables, except to the extent caused by Atomity’s breach of contract.

7. Fees and Payment#

7.1 The fees, billing model and billing period are set out in the Order Form. Where fees are based on managed cloud spend, the Order Form defines the managed cloud spend, included accounts, currencies, exchange-rate source, exclusions, measurement period and corrections. Unless agreed otherwise, fees are stated net plus statutory VAT.

7.2 Invoices are payable within 14 days of the invoice date without deduction.

7.3 In the event of payment default, Atomity may claim statutory default interest (§ 288 (2) BGB) and the statutory recovery lump sum (§ 288 (5) BGB). Further statutory claims remain unaffected.

7.4 Atomity may suspend access if an undisputed amount remains unpaid for at least 14 days after a payment reminder. Atomity may suspend immediately in the event of a security threat or unlawful use, without prejudice to other rights.

7.5 The Customer must notify Atomity of a good-faith invoice dispute without undue delay and pay any undisputed amount when due.

8. Changes to the Service and to these Terms#

8.1 Changes to the Service. Atomity may modify the Service where reasonable for the Customer, in particular for security, legal, technical or Third-Party-Service reasons, provided the core functionality purchased is not materially reduced during the current Subscription Term (Section 3.4).

8.2 Changes to these Terms. Atomity may change these Terms with effect for the future for valid reasons (e.g. changes in law, security, technical developments) where reasonable for the Customer. Atomity notifies the Customer of material changes in text form at least 30 days before they take effect. If the Customer objects in text form before the changes take effect, the contract continues on the previous terms and either party may terminate at the next ordinary termination date.

8.3 In the case of a material adverse change to these Terms, the Customer may terminate the affected Order Form before the change becomes effective.

9. Intellectual Property#

9.1 All rights in the Service, the software and the Documentation remain with Atomity or its licensors. The Customer receives only the usage rights expressly granted in these Terms.

9.2 The Customer retains all rights in Customer Data. The Customer grants Atomity the right to process Customer Data to the extent necessary to provide the Service, in accordance with the contract, the DPA and documented Customer instructions.

9.3 Atomity may use irreversibly anonymized and aggregated information that cannot reasonably identify the Customer, its users or any individual, for the purpose of operating, securing and improving the Service.

9.4 Atomity will not use Customer Data to train general-purpose or shared machine-learning models unless the Customer expressly agrees in text form.

10. Confidentiality#

10.1 Each party keeps confidential the other party’s confidential information and uses it only for performing the contract. This obligation continues for five years after termination and indefinitely for trade secrets, credentials, personal data and information which by its nature remains confidential.

10.2 The obligation does not apply to information that is or becomes public without breach, was already lawfully known, or must be disclosed by law or authority (with prior notice where permitted).

10.3 Each party may disclose the other’s confidential information to its employees, professional advisers and subprocessors who need access for the contract and are bound by confidentiality.

11. Warranty#

11.1 Atomity warrants that the Service substantially conforms to the agreed service description during the Subscription Term. Atomity will remedy reproducible material defects within a reasonable period. The Customer must provide sufficient information to reproduce the defect. Statutory rights remain applicable subject to the limitations in these Terms.

11.2 Atomity is not responsible for defects caused by inaccurate Customer Data, unsupported configurations, unauthorized modifications or failures of Third-Party Services, except where Atomity is responsible for the cause.

12. Liability#

12.1 Atomity is liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act (ProdHaftG), and to the extent it has assumed a guarantee.

12.2 For slight negligence involving a material contractual obligation (an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the Customer regularly relies), liability is limited to foreseeable, contract-typical damage and, in total, to the fees paid and payable under the affected Order Form during the twelve months preceding the event giving rise to the claim.

12.3 Any further liability is excluded. The above limitations also apply to Atomity’s legal representatives and vicarious agents.

12.4 The Customer is responsible for maintaining its own backups; Atomity’s liability for data loss is limited to the effort of restoration had the Customer maintained reasonable backups. This does not relieve Atomity of any backup, restoration, security or availability obligations expressly agreed in the Order Form, SLA, DPA or Documentation.

13. Data Protection#

13.1 Where Atomity processes personal data on behalf of the Customer within Customer Data, the parties conclude a Data Processing Agreement pursuant to Art. 28 GDPR (the “DPA”), which forms an integral part of this contract. In case of conflict on data-protection matters, the DPA prevails.

13.2 The DPA, in the version incorporated into the applicable Order Form, forms an integral part of the contract and is available at /legal/dpa (or the then-current permanent link). Later changes to the DPA follow the process agreed in the DPA, except legally required updates and subprocessor notices.

14. Force Majeure#

Neither party is liable for failure to perform caused by events outside its reasonable control that could not reasonably have been prevented or overcome (force majeure), including natural events, war, terrorism and labour disputes. Ordinary provider outages or inadequate redundancy do not by themselves constitute force majeure. The affected party notifies the other without undue delay and uses reasonable efforts to mitigate. Affected obligations are suspended for the duration of the event. Either party may terminate the affected Service if the event continues for more than 60 consecutive days.

15. Term and Termination#

15.1 The Subscription Term and renewal are set out in the Order Form. Unless the Order Form states otherwise, the initial term is 12 months and renews for successive 12-month periods unless terminated with three months’ notice to the end of the applicable term.

15.2 The right to terminate for good cause (§ 314 BGB) remains unaffected. Good cause includes, in particular, material payment default after a reminder, unlawful use, a serious security risk, persistent infringement of the usage restrictions and repeated material breach after notice. Where the breach can be cured, the terminating party first sets a reasonable cure period.

15.3 Termination must be in text form and sent to legal@admin.atomity.de or made through the designated account function.

15.4 After termination, ordinary use of the Service ends. Unless otherwise required by the DPA or law, Atomity will make Customer Data available for export for 30 days through restricted export access or another agreed method, after which it will be deleted in accordance with the DPA.

15.5 Residual copies in backups will be deleted or overwritten according to Atomity’s documented backup-retention cycle and will remain protected until deletion.

16. Beta and Trial Features#

Beta, preview and free-trial features are identified as such, may be modified or discontinued, and are excluded from availability commitments unless expressly agreed.

17. Notices#

Contract and termination notices, security notifications, invoices and data-protection communications are sent to the addresses stated in the Order Form or DPA. Absent such a statement, contract, termination and data-protection communications to Atomity are sent to legal@admin.atomity.de; security notifications to the security contact stated in the DPA. Each party keeps its notice addresses current.

18. Final Provisions#

18.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

18.2 To the extent legally permissible, the courts at Atomity’s registered office have exclusive jurisdiction for all disputes where the Customer is a merchant, a legal entity under public law or a special fund under public law (§ 38 ZPO).

18.3 Should any provision be or become invalid, the validity of the remaining provisions is unaffected.

18.4 Amendments and supplements require text form; this also applies to any waiver of this text-form requirement. Individual agreements between the parties take precedence and remain unaffected.