General Terms and Conditions

(1) These General Terms and Conditions (the "Terms") apply to all contracts, deliveries and services of oceans GmbH, Lindenweg 2, 04668 Grimma, Germany ("oceans") provided to its customers (the "Customer"; oceans and the Customer together the "Parties").

(2) These Terms, in the version valid at the time the contract is concluded, also apply to all future business relations with the Customer without oceans having to refer to them again in each individual case.

(3) Deviating, conflicting or supplementary terms of the Customer do not become part of the contract unless oceans expressly agrees to their validity in text form. This also applies where oceans renders the service without reservation in knowledge of the Customer's terms.

(4) Individual agreements between the Parties take precedence over these Terms. A contract in text form or a confirmation by oceans in text form is decisive for the content of such agreements.

(5) Services of other companies of the oceans Group, in particular oceans next generation Inc. (Canada), are not subject to these Terms. The terms of the respective company apply to them.

(6) Within the oceans Group the contracting party depends on the region: customers domiciled in Europe are served by oceans GmbH, customers domiciled in North America by oceans next generation Inc. (Canada); this also applies to the Hugo services. These Terms apply exclusively to contracts with oceans GmbH. The contracting party named in the respective individual contract prevails.

(7) These Terms apply uniformly to all solutions and brands offered by oceans GmbH to entrepreneurs in Europe, in particular the oceans services and Hugo. Where such solutions are marketed via their own websites, the terms published there refer to these Terms; in the event of any discrepancy, the version published at oc-ans.com prevails. For imoDirect these Terms apply in relation to entrepreneurs; where contracts with consumers are concluded via imoDirect, those are governed exclusively by the terms published at imodirect.de including its consumer information.

(8) In Europe, oceans GmbH selects the hosting partner and the data centre location according to the requirements of the respective project; oceans GmbH remains the Customer’s contracting party in this respect (Section 5 (3), Section 6). In North America, hosting is provided by cloud&more Inc., the oceans Group’s own hosting company in Canada, with data centre locations in Canada and the United States; the Customer concludes a separate contract directly with cloud&more Inc., which is not the subject of these Terms.

(1) oceans provides services exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), to legal entities under public law and to special funds under public law. No contracts are concluded with consumers within the meaning of section 13 BGB.

(2) By concluding the contract the Customer warrants that it acts in the exercise of its commercial or independent professional activity. Offers and product presentations on the websites of oceans are addressed exclusively to business customers and do not constitute an offer to consumers.

(3) Consumer protection provisions, in particular the right of withdrawal in distance selling, do not apply.

(1) Depending on the individual contract, the services of oceans comprise in particular:

(1) The presentation of services on the websites of oceans is without obligation and does not constitute an offer in the legal sense. The forms provided there (in particular contact, quote, demo and call-back forms) serve exclusively for a non-binding enquiry: submitting a form does not place an order, does not conclude a contract and does not create any payment obligation. oceans prepares an individual offer on the basis of your enquiry.

(2) Offers by oceans are non-binding unless expressly designated as binding. The contract is concluded when both Parties sign the offer or order form, or when oceans confirms the order in text form.

(3) The contract consists of the following documents in the following order of precedence: (a) the individual contract or order form including its annexes, (b) the data processing agreement, (c) the agreed service level agreement, (d) the applicable service description, (e) these Terms.

(4) Declarations made in the course of performing the contract require at least text form within the meaning of section 126b BGB; e-mail is sufficient.

(1) oceans provides the agreed services on the agreed date and maintains them in a condition suitable for contractual use for the term of the contract.

(2) oceans aims for an availability of the productive services of 99.9 % on a monthly average and has achieved this level in the past. A specific availability is owed only where it is expressly promised in a separate service level agreement. Without such a service level agreement this figure is a target value and not an agreement on quality or a guarantee.

(3) oceans renders the services wholly or partly on infrastructure of third-party providers, in particular on rented bare-metal servers in third-party data centres. oceans is not responsible for outages and impairments originating from the sphere of responsibility of such upstream providers — in particular failures of the data centre, the power supply, the network connection or the transit networks — nor for disruptions of the public internet or events of force majeure pursuant to Section 18. Such periods are disregarded when determining availability. oceans will escalate such disruptions to the provider concerned without undue delay, inform the Customer and take the measures reasonable for it to restore the service.

(4) The following likewise do not count as unavailability: announced maintenance windows, emergency measures to avert acute security risks, disruptions within the Customer’s sphere of responsibility, and periods of a justified suspension pursuant to Section 10 (5).

(5) oceans announces planned maintenance at least 48 hours in advance in text form and carries it out outside usual business hours where possible. oceans may carry out emergency maintenance at shorter notice where this is necessary to maintain security and stability.

(6) The monitoring systems of oceans are decisive for measuring availability. The Customer shall report disruptions to oceans without undue delay in text form.

(7) oceans does not grant lump-sum credits or fee reductions for falling short of the target value under paragraph 2; such claims exist only where they have been expressly agreed in a separate service level agreement. The Customer’s statutory rights in the event of defects (Section 16) and the liability provisions (Section 17) remain unaffected.

(8) oceans is entitled to further develop the services and to make technical changes provided that the contractually owed scope of services is not materially impaired.

(1) Services are rendered in data centres within the European Union unless another location has been agreed in the individual contract. oceans GmbH selects the hosting partner and the data centre location according to the requirements of the respective project and informs the Customer of the location on request. An agreed data location is not moved to another country without the Customer’s consent.

(2) oceans does not analyse the Customer's content and usage data for its own purposes, does not sell it and does not monetise it. Processing takes place only to the extent necessary to perform the contract, to ensure operation and security, or on the basis of a legal obligation.

(3) Subcontractors outside the European Union or the European Economic Area are used only in compliance with the requirements of Chapter V GDPR and — where personal data is concerned — in accordance with the data processing agreement.

(1) For the term of the contract the Customer receives the non-exclusive, non-transferable right to use the services provided within the agreed scope for its own business purposes as intended.

(2) Transfer to third parties, sublicensing and use for the provision of the Customer's own services to third parties require the prior consent of oceans in text form. Use by companies affiliated with the Customer requires a separate agreement.

(3) The Customer shall not decompile, reverse engineer or modify the software beyond the mandatory statutory limits (in particular section 69e of the German Copyright Act) and shall not remove notices of proprietary rights or origin.

(4) Where the services contain open-source components, the respective open-source licence terms take precedence in that respect. oceans will identify the components used on request.

(5) After full payment the Customer receives a non-exclusive right, unlimited in time and territory, to use work results from project and consulting services for its own business purposes. Rights to pre-existing material, standard software and general know-how remain with oceans.

(6) Rights to the data contributed by the Customer remain with the Customer. oceans receives only the rights of use required to perform the contract.

(1) The Customer shall provide the cooperation required for the performance of the services in good time, in full and free of charge. This includes in particular naming competent contact persons, providing required access, system environments, test data and information, and cooperating in migration, testing and acceptance.

(2) The Customer administers its user accounts on its own responsibility, keeps access credentials confidential, uses the multi-factor authentication offered and reports any suspected misuse without undue delay in text form.

(3) The Customer is solely responsible for the content and data it contributes and for their lawfulness. In particular it shall not contribute or distribute content that violates criminal law (for example sections 130, 130a, 131, 184 of the German Criminal Code), the rights of third parties or other statutory provisions, and shall not send malware or unsolicited advertising.

(4) The Customer shall test the services for suitability for the intended purpose before productive use. Unless data backup is expressly owed by oceans, it is incumbent on the Customer; the Customer shall back up its data at appropriate intervals, at least daily, in a recoverable form.

(5) The Customer shall indemnify oceans against third-party claims based on a culpable breach of the duties under this Section, including reasonable costs of legal defence. The indemnity does not apply where the Customer is not at fault.

(6) In the event of a breach of paragraph 3, oceans is entitled to block or remove the content concerned. Section 10 (5) applies accordingly.

(1) All prices are net in euros plus statutory value added tax. Prices stated on the websites of oceans and in overviews are non-binding net amounts, exclusive of the taxes and duties applicable at the place of supply (for example VAT, GST/HST); only the prices in the respective offer are binding.

(2) Recurring fees are invoiced monthly in advance; other services are invoiced after performance or acceptance. Invoices are transmitted electronically; the Customer consents to electronic invoicing.

(3) Invoices are due for payment without deduction within 14 days of the invoice date.

(4) Time-and-materials services are invoiced according to actual time spent at the agreed rates. Travel time and travel expenses are remunerated separately after prior agreement.

(5) Objections to an invoice must be raised in text form within six weeks of its receipt. Later objections remain admissible where the Customer is not at fault for missing the deadline.

(6) In the event of default in payment the Customer owes default interest at the statutory rate (section 288 (2) BGB) and the lump sum under section 288 (5) BGB. The assertion of further rights, in particular under Section 10 (4) and (5), is reserved.

(7) The Customer may only set off claims that are undisputed or have been finally adjudicated. A right of retention is available to the Customer only for counterclaims arising from the same contractual relationship.

(8) oceans may reasonably adjust the recurring fees once per year, at the earliest twelve months after the start of the contract, to the extent that the costs relevant to the provision of the services (in particular personnel, energy, licence and infrastructure costs) have changed; the adjustment may not exceed the development of those costs. oceans announces the adjustment in text form at least eight weeks before it takes effect. In the event of an increase the Customer may terminate the affected contract with four weeks' notice as of the date on which the increase takes effect.

(1) Unless otherwise agreed in the individual contract, the minimum term is twelve months from provisioning of the service.

(2) The contract is extended by a further twelve months in each case unless it is terminated with three months' notice as of the end of the respective term.

(3) Notices of termination require text form.

(4) The right to extraordinary termination for cause remains unaffected. Cause exists for oceans in particular where the Customer is in default of payments amounting to at least two monthly fees or for more than 30 days after a reminder, where it repeatedly or materially breaches Section 8 (3), or where insolvency proceedings are applied for over its assets and the Customer does not provide advance payment or security.

(5) In the event of a material breach by the Customer of Section 8 (3), or of a threat to the security or integrity of the systems originating from its sphere of responsibility, oceans may temporarily suspend the affected service after prior notice — in cases of imminent danger also without prior notice. The suspension is lifted as soon as its reason has ceased to apply. Where the Customer is responsible for the suspension, its payment obligation continues for the duration of the suspension.

(1) The Customer may export its data during the term of the contract and within 30 days of its end in a common, machine-readable format, provided the service offers an export function. oceans provides support beyond this against remuneration on a time-and-materials basis.

(2) After expiry of the period under paragraph 1, oceans deletes the Customer's data within 90 days; data in backup copies is deleted after the regular backup cycles have expired. Statutory retention obligations remain unaffected.

(3) Provisions of the data processing agreement on the return and deletion of personal data take precedence.

(1) The Parties comply with the applicable data protection provisions, in particular the GDPR and the German Federal Data Protection Act (BDSG).

(2) Where oceans processes personal data on behalf of the Customer, the Parties conclude a data processing agreement pursuant to Article 28 GDPR before processing begins. That agreement takes precedence over these Terms.

(3) oceans implements appropriate technical and organisational measures pursuant to Article 32 GDPR. oceans may further develop these measures as long as the agreed level of protection is not reduced.

(4) The Customer remains the controller within the meaning of the GDPR. It ensures that it is entitled to transfer the data to oceans and to have it processed.

(5) oceans does not use Customer data to train AI models and does not pass it on to third parties for that purpose.

(6) Details of the processing of personal data in connection with the websites of oceans are set out in the privacy policy.

(1) The Parties treat all confidential information of the other Party obtained in the course of the cooperation as confidential, use it only for the purposes of the contract and protect it by appropriate secrecy measures within the meaning of the German Trade Secrets Act.

(2) This does not apply to information that is or becomes publicly known without a breach of this agreement, that was already lawfully known to the receiving Party, that it developed independently or that it lawfully received from a third party. Where disclosure is required by law or by an authority, the obliged Party informs the other Party in advance to the extent legally permissible.

(3) Confidential information may be passed on to employees, affiliated companies and subcontractors only to the extent that they need to know it and are correspondingly bound to confidentiality.

(4) These obligations apply for the term of the contract and for three years thereafter; for trade secrets they apply for as long as the statutory requirements are met.

(1) oceans operates the services in line with the state of the art and takes appropriate measures to protect against unauthorised access, loss and manipulation, in particular encryption, access control, logging and contingency management.

(2) oceans informs the Customer without undue delay, and at the latest within 48 hours of becoming aware, of security incidents affecting the Customer's data or services, and supports the Customer in investigating and mitigating them.

(3) Where the Customer is subject to regulatory requirements (for example the German NIS 2 implementation act or DORA), oceans supports it in fulfilling the evidence and audit obligations incumbent on it under a separate agreement; oceans provides existing certificates and audit reports on request.

(4) The Customer informs oceans without undue delay of security incidents within its sphere of responsibility that may affect the services.

(1) Where oceans uses AI systems in providing the services or supplies AI-generated content, it discloses this in accordance with Article 50 of Regulation (EU) 2024/1689 (AI Act).

(2) Results produced by AI systems may be incomplete or incorrect. The Customer shall check AI-assisted results for accuracy and suitability before using them. They do not constitute legal, tax or medical advice.

(3) Customer data is processed by AI systems only where this has been agreed in the contract or instructed by the Customer. Section 12 (5) remains unaffected.

(4) Image, avatar and video content on the websites of oceans is wholly or partly AI-generated and labelled on the respective medium.

(1) German tenancy law applies to the temporary provision of software and infrastructure (software as a service, hosting). oceans maintains the services in a condition suitable for contractual use for the term of the contract.

(2) Strict liability for defects existing at the time the contract is concluded pursuant to section 536a (1) alternative 1 BGB is excluded.

(3) The Customer shall report defects without undue delay in text form with a comprehensible description of the symptoms and shall reasonably support oceans in narrowing down and reproducing them.

(4) An insignificant impairment of usability does not entitle the Customer to a reduction of fees. Section 5 applies to availability; in particular, periods under Section 5 (3) and (4) are disregarded.

(5) Sections 634 et seq. BGB apply to services in the nature of a contract for work. Claims for defects become time-barred twelve months after acceptance; this does not apply in cases of intent, fraudulent concealment, gross negligence or in the case of damage arising from injury to life, body or health.

(1) oceans is liable without limitation in cases of intent and gross negligence, fraudulent concealment of a defect, damage arising from injury to life, body or health, within the scope of a guarantee assumed, and under the German Product Liability Act.

(2) In cases of simple negligence oceans is liable only for breach of a material contractual obligation, that is an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely; in that case liability is limited to the foreseeable damage typical for this type of contract.

(3) Liability under paragraph 2 is limited per event of damage to the amount of the fees paid by the Customer for the affected service in the twelve months preceding the event causing the damage; the same amount applies as an aggregate cap for all events of damage within a contract year. If the contract had been in force for less than twelve months at the time of the event, the fees paid up to that point are extrapolated to twelve months.

(4) For loss of data oceans is liable only up to the effort that would have been required for recovery had the Customer performed proper and regular data backups (Section 8 (4)).

(5) Any further liability, in particular for lost profits, savings not realised, indirect damage and consequential damage, is excluded. The limitations of liability also apply for the benefit of the legal representatives, employees and vicarious agents of oceans.

(6) Claims of the Customer for damages become time-barred twelve months after the point in time at which the Customer became aware, or should have become aware absent gross negligence, of the circumstances giving rise to the claim. This does not apply to claims under paragraph 1.

(1) Events of force majeure that materially impede or prevent performance by oceans release it from its obligation to perform for the duration of the disruption. Force majeure includes in particular natural events, war, terrorist attacks, epidemics and pandemics, industrial action, acts of authorities, large-scale failures of power or telecommunications networks, and cyber attacks of considerable scale that could not be averted despite appropriate protective measures.

(2) The affected Party informs the other Party without undue delay of the occurrence and the expected duration of the disruption and undertakes reasonable efforts to remedy it.

(3) If the disruption lasts longer than three months, either Party may terminate the affected contract without notice. Services already rendered shall be invoiced.

(1) oceans may amend these Terms where this is necessary to adapt them to a change in the law or in case law, to changed technical or operational conditions or to changes in the services, and where this does not unreasonably disadvantage the Customer.

(2) The amendment is announced to the Customer in text form at least six weeks before it takes effect. If the Customer does not object in text form within four weeks of receipt of the announcement, the amendment is deemed accepted; the announcement will separately point out this effect. If the Customer objects, either Party may terminate the affected contract as of the date on which the amendment takes effect; until then the previous terms continue to apply.

(3) Changes to the primary contractual obligations, in particular to fees and the agreed scope of services, are excluded from this. Section 9 (8) applies to price adjustments.

(1) oceans may name the Customer and use its logo as a reference only with the Customer's prior consent in text form.

(2) The Customer may revoke consent at any time with effect for the future. oceans will then remove the reference from the media it actively maintains within a reasonable period.

(1) The Customer may transfer rights and obligations under the contract to third parties only with the prior consent of oceans in text form. Section 354a of the German Commercial Code remains unaffected.

(2) oceans is entitled to transfer rights and obligations under the contract to affiliated companies and to engage subcontractors (Section 3 (5)).

(3) Both Parties comply with applicable export control, customs and sanctions provisions. The Customer warrants that neither it nor the users it designates are listed on relevant sanctions lists and that the services will not be used or made available to third parties contrary to such provisions.

(1) The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and of the rules of private international law.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of oceans, provided the Customer is a merchant, a legal entity under public law or a special fund under public law. oceans remains entitled to bring proceedings at the Customer's general place of jurisdiction.

(3) The place of performance for all services is the registered office of oceans.

(4) Amendments and supplements to the contract require text form. This also applies to any amendment or waiver of this text form requirement. There are no verbal side agreements.

(5) Should individual provisions of these Terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected. The Parties will replace the invalid provision with a valid provision that comes closest to its economic purpose.

(6) The language of the contract is German. Translations of these Terms are for information only; only the German version is authoritative.