Terms and Conditions for Nexthosting (B2B)

This English translation is provided for convenience only. In case of any discrepancy, the German version shall prevail.

General Terms and Conditions (B2B) of Friedl & Friedl GbR / Nexthosting
As of: Mar 10, 2026

Provider:
Friedl & Friedl GbR
acting under the name “Nexthosting”
Vetschauer Straße 19
01237 Dresden
Email: [email protected]

§ 1 Scope of Application

1. These General Terms and Conditions apply to all contracts between Friedl & Friedl GbR, acting under the name “Nexthosting” (hereinafter “Nexthosting”, “we” or “us”), and entrepreneurs within the meaning of § 14 BGB (German Civil Code) (hereinafter the “Customer”) for the provision of hosting, server, housing, VPS, root server, game server, web space, cloud, domain, storage, backup, network, colocation, managed and other digital or technically supported services.

2. These Terms and Conditions apply exclusively to entrepreneurs, legal entities under public law and special funds under public law. They do not apply to consumers. By entering into the contract, the Customer confirms that they are acting in the exercise of their commercial or self-employed professional activity when concluding the contract.

3. Any conflicting, deviating or supplementary general terms and conditions of the Customer shall not become part of the contract unless Nexthosting expressly agrees to their application in text or written form. This also applies if Nexthosting provides services without reservation despite being aware of such terms.

4. Individual agreements with the Customer take precedence over these Terms and Conditions.

§ 2 Subject Matter of the Contract and Description of Services

1. The subject matter of the respective contract is limited to the services expressly specified in the offer, the order confirmation, the customer account, the ordering process or the relevant product description.

2. The type, scope and technical design of the services are determined in particular by:
   a) the relevant product description,
   b) the selected package or configuration,
   c) individually agreed additional services,
   d) agreed service levels or support commitments, to the extent expressly agreed in writing or in text form.

3. Suitability of the services for a particular economic, technical or operational purpose of the Customer is owed only if this has been expressly agreed.

4. Information on availability, latency, bandwidth, resources, storage, CPU performance, redundancy, response times, backups, recovery times, API functions, DDoS protection, routing, geo-redundancy or support levels is binding only to the extent that it has expressly become part of the contract.

5. Voluntary additional services, trial access, beta features, goodwill services, free additional features or non-binding technical assistance may be adjusted, restricted or discontinued at any time, provided that this does not remove any expressly owed main service.

§ 3 Conclusion of Contract

1. The presentation of services on our website, in the ordering system, in the customer portal or in other media does not constitute a binding offer, but an invitation to the Customer to submit an offer.

2. By completing the ordering process, submitting an order, accepting an offer or placing an order in any other form, the Customer submits a binding offer to enter into a contract.

3. The contract is concluded only by:
   a) our express order confirmation in text or written form,
   b) activation, provisioning or enabling of the ordered service, or
   c) sending an invoice or contract confirmation that clearly indicates acceptance.

4. We are entitled to reject the Customer's contract offers within a reasonable period, in particular in the case of:
   a) doubts regarding identity or creditworthiness,
   b) technical or economic miscalculations,
   c) lack of availability,
   d) suspicion of unlawful or abusive use,
   e) incorrect or incomplete customer data.

§ 4 No Statutory Right of Withdrawal

1. These Terms and Conditions apply exclusively to contracts with entrepreneurs.

2. A statutory right of withdrawal exists only to the extent that it is mandatory by law. In principle, there is no statutory right of withdrawal for contracts solely between entrepreneurs.

3. Any goodwill arrangements, trial periods or individually granted options to withdraw or cancel arise exclusively from express agreement.

§ 5 Customer Account, Identity and Master Data

1. Where a customer account is required to use our services, the Customer is obliged to provide complete, correct and up-to-date information upon registration and throughout the entire contract term.

2. The Customer must promptly update, or notify us of, any changes to its company name, legal form, representation, address, email address, telephone number, billing details, VAT ID and technical contact persons.

3. Access credentials, passwords, SSH keys, API keys, tokens and other authentication features must be stored securely by the Customer and protected against unauthorized access.

4. The Customer is responsible for all actions taken using its access credentials, provided that the Customer is responsible for them.

§ 6 Provision of Services and Start of Performance

1. The ordered service is provided within the period individually agreed or stated in the product description.

2. Statements such as “instantly active”, “instant setup”, “automatic provisioning” or similar references are subject to technical feasibility, successful automation, verification, fraud checks and availability.

3. We are entitled to use suitable third parties to perform our services, in particular data centers, carriers, registrars, software providers, payment service providers, and cloud and infrastructure providers.

4. Where the Customer is granted administrator, root, panel, SSH, FTP or comparable access rights, the Customer is itself responsible for the administration of its system from the time these rights are provided, unless a managed service has been expressly agreed.

§ 7 Prices, Invoicing and Payment Terms

1. The prices agreed at the time of contract conclusion apply. Unless stated otherwise, prices are net plus statutory VAT.

2. Recurring fees are due in advance for the agreed billing period.

3. One-time fees, setup fees, migration costs, upgrade costs, additional options, domain fees or special services are due immediately upon invoicing, unless otherwise agreed.

4. Invoices may be transmitted electronically and made available in the customer portal. The Customer agrees to electronic invoicing, unless mandatory statutory provisions provide otherwise.

5. Where no payment term is specified, the remuneration is due for payment immediately.

6. Invoices are due on the date stated on the invoice. The Customer falls into default upon expiry of the statutory requirements. A reminder is not required in particular where a calendar date has been set for payment. In the case of monetary claims, the Customer falls into default no later than 30 days after the due date and receipt of the invoice or an equivalent statement of payment.

7. In the event of default, the statutory provisions apply. In particular, we are entitled to claim default interest, reminder fees, the statutory lump-sum default payment and further damages caused by the default.

8. The Customer may set off only with counterclaims that are undisputed, finally established by a court or ready for decision. The Customer has a right of retention only to the extent that its counterclaim is based on the same contractual relationship.

§ 8 Default in Payment, Withholding of Performance, Suspension

1. If the Customer defaults on payments that are due, we are entitled, without prejudice to further rights,
   a) to withhold outstanding services until payment has been made in full,
   b) to temporarily block, restrict or suspend the affected services in whole or in part,
   c) to suspend automatic renewals, upgrades, support or additional services,
   d) to enforce outstanding claims judicially or out of court.

2. Before a complete suspension or deletion, we will give the Customer appropriate advance warning, where reasonable. This does not apply if immediate action is required for reasons of security, abuse, infrastructure or law.

3. A block, restriction or suspension does not release the Customer from its obligation to pay the agreed fees for the duration of the contract term, to the extent that the measure is based on circumstances for which the Customer is responsible.

4. The block, restriction or suspension does not affect payment claims that have already arisen, default interest, reminder fees, the statutory lump-sum default payment, or the right to hand claims over to a service provider for receivables management or debt collection.

§ 9 Contract Term, Renewal and Cancellation

1. The term of the respective contract results from the booked product, the offer or the order confirmation.

2. Contracts may be concluded for an indefinite period or with a fixed minimum term.

3. Unless otherwise agreed, contracts with a fixed term renew automatically for the originally agreed term, but for no more than twelve months, unless they are canceled with one month's notice to the end of the term.

4. Unless otherwise agreed, contracts without a fixed minimum term may be canceled by ordinary cancellation with one month's notice to the end of the respective billing period.

5. Prepaid services generally end upon expiry of the booked service period, unless automatic renewal has been agreed.

6. The right to extraordinary cancellation for good cause remains unaffected.

7. Good cause exists for us in particular if:
   a) the Customer commits a serious or repeated breach of these Terms and Conditions,
   b) the Customer uses the services for unlawful purposes,
   c) the Customer remains in significant default of payment despite a reminder,
   d) the Customer's systems pose a significant threat to our infrastructure or to third parties,
   e) insolvency proceedings are applied for or opened over the Customer's assets, or the opening of such proceedings is rejected due to lack of assets, to the extent this may be taken into account as permitted by law.

8. Cancellations require at least text form, unless a stricter form has been agreed or is prescribed by law.

9. Where the subject matter of the contract is a game server or a comparable server-based service, the right of use ends upon expiry of the contract term or when the cancellation takes effect. We are entitled to suspend the affected game server from that point in time.

10. If no renewal, reactivation or other agreement is made within 48 hours after the end of the contract, we are entitled to permanently delete the game server, including the data, configurations, backups and content stored on it, unless statutory, commercial-law or tax-law retention obligations prevent this. The Customer is obliged to make data backups on its own responsibility in good time before the end of the contract.

§ 10 Scope of Use, Prohibited Content and Acceptable Use

1. The Customer may use the services only within the framework of applicable laws, official requirements, third-party rights, contractual agreements and technical specifications.

2. In particular, any use is prohibited that
   a) involves criminal, fraudulent, insulting, extremist, youth-endangering or otherwise unlawful content,
   b) infringes copyrights, trademarks, patents, data protection rights, name rights, competition rights or personality rights of third parties,
   c) is used to send spam, phishing, malware, ransomware or botnet components, for proxy abuse, for cryptomining (without express consent) or for malicious software,
   d) enables or promotes unauthorized access, port scans, brute-force attacks, DDoS attacks, reflection/amplification attacks or comparable network abuse,
   e) violates the license terms of software, game, platform or infrastructure providers,
   f) impairs our infrastructure, the infrastructure of third parties or the availability of other customers.

3. The Customer is obliged to operate its systems in such a way that they pose no risk to the security, integrity, availability or stability of our infrastructure or of third-party systems.

4. In the event of a suspected or actual violation, we are entitled to take appropriate technical and organizational measures, in particular to filter traffic, temporarily isolate services, block content, restrict access or suspend systems.

§ 11 Customer's Duties to Cooperate

1. The Customer is obliged to provide, in good time and in full, all cooperation required for performance of the contract.

2. The Customer is responsible in particular for:
   a) the proper configuration of its applications, containers, servers, domains and DNS records,
   b) keeping the software it uses up to date and secure,
   c) compliance with licensing requirements,
   d) managing access credentials and access rights,
   e) backing up its data and content,
   f) designating competent contact persons.

3. Delays, additional effort or restrictions resulting from a breach of the duties to cooperate are not at our expense. Any additional effort arising as a result may be charged separately.

§ 12 Data, Content and Data Backup

1. The Customer remains solely responsible for all data, content and applications that it or anyone using its access stores, processes, transmits or makes publicly available.

2. Unless an expressly agreed managed backup or disaster recovery service exists, the Customer is itself responsible for regular, complete and suitable data backups.

3. Backup, snapshot or restore functions provided by us serve only as support to the extent contractually agreed. They do not replace the Customer's own independent data backup strategy.

4. We are entitled to block or remove unlawful content, security-endangering configurations or content used abusively, to the extent this is necessary for averting danger, enforcing legal rights or complying with statutory or provider requirements.

§ 13 Support, Maintenance and Service Levels

1. Support is provided to the extent contractually agreed. Without express agreement, there is no entitlement to 24/7 support, fixed response times, fixed resolution times or individual system administration.

2. Standard support generally includes receiving and reviewing fault reports as well as assistance within the scope of our usual support. In particular, it does not include custom development, customer-specific debugging services, comprehensive system maintenance, third-party configurations or bug fixes in software used by the Customer, unless otherwise agreed.

3. Scheduled maintenance work, updates, security measures, infrastructure changes and emergency measures may be carried out to a reasonable extent. Where possible, we will inform the Customer in advance of significant maintenance windows that can be planned.

4. Availability commitments or service levels apply only if they have been expressly agreed as an SLA.

§ 14 Changes to Services and Technical Development

1. We are entitled to change, adapt or technically further develop services, provided that
   a) this is necessary for legal, regulatory, security, licensing, technical or operational reasons,
   b) the contractual core of the service is not unreasonably impaired, and
   c) the change is reasonable for the Customer, taking our interests into account.

2. This includes in particular changes to the infrastructure, the hardware used, virtualization technologies, panel or API versions, network architecture, protective measures, routing, storage systems or technical processes.

3. Where significant changes involve noticeable disadvantages for the Customer, we will inform the Customer with reasonable notice.

§ 15 Availability, Disruptions and Force Majeure

1. Uninterrupted and completely error-free availability of all services cannot be technically guaranteed, unless a specific availability has been expressly promised in the contract.

2. Temporary restrictions may arise in particular from:
   a) maintenance and updates,
   b) security incidents,
   c) DDoS or other network attacks,
   d) failures of upstream suppliers, data centers, registrars, carriers or software providers,
   e) power outages, hardware defects or line faults,
   f) force majeure, official measures or other circumstances beyond our responsibility.

3. Events of force majeure and other unforeseeable circumstances beyond our responsibility release us from our obligation to perform for the duration of such events and to the extent of their effects. Agreed deadlines are extended accordingly.

4. If such an event lasts longer than a reasonable period, both parties are entitled to cancel the affected part of the contract for good cause, where continuing the contract becomes unreasonable.

§ 16 Rights in Case of Defects

1. For defects in the contractually owed services, the statutory provisions apply, unless these Terms and Conditions provide otherwise to the extent legally permissible.

2. The Customer must report defects promptly after becoming aware of them in a comprehensible form and must support us to a reasonable extent in isolating, investigating and remedying them.

3. We are initially entitled to remedy the defect (subsequent performance) within a reasonable period. We have the right to choose the type of subsequent performance, provided this is reasonable for the Customer.

4. If subsequent performance finally fails, is impossible or is unreasonably delayed, the Customer may, within the framework of the statutory provisions, reduce the price, withdraw from the contract or claim damages.

5. Insignificant defects do not entitle the Customer to withdraw from the contract.

6. No warranty claims exist for defects that are due to the fact that
   a) the Customer uses unsuitable software or settings,
   b) the Customer or third parties interfered with systems without authorization,
   c) the Customer has breached duties to cooperate, update or back up data,
   d) services are used outside the contractually owed scope,
   to the extent that we are not responsible for the defect.

§ 17 Domains, IP Addresses and Third-Party Services

1. Where the subject matter of the contract is the registration, renewal, transfer or management of domains, this is carried out in the name and on behalf of the Customer in accordance with the terms of the relevant allocation authority, registry or registrar.

2. The allocation of domains is decided solely by the relevant registry or allocation authority. We give no warranty as to the availability or legal permissibility of a desired domain.

3. Before registering and using domains, subdomains, project names, content and designations, the Customer is obliged to check on its own responsibility whether third-party rights conflict with them.

4. For services of third parties, in particular registrars, network operators, cloud providers, software manufacturers or licensors, their terms apply in addition, to the extent that they characterize the service concerned and are reasonably incorporated for the Customer.

5. Where IP addresses, AS resources, nameserver entries or comparable technical resources are assigned to the Customer, this is done solely for the duration and within the scope of the contract. A claim to permanent retention of specific resources exists only if expressly agreed.

§ 18 Intellectual Property Rights, Infringements and Indemnification

1. The Customer warrants that the content, data, designations, domains, software, plugins, mods, templates, images, scripts and other materials it uses do not infringe any third-party rights.

2. The Customer shall indemnify Nexthosting upon first request against all third-party claims resulting from an infringement of rights for which the Customer is responsible. This also includes reasonable costs of legal defense, court costs and attorney's fees.

3. The indemnification obligation does not apply to the extent that the Customer proves that it is not responsible for the infringement.

4. We will promptly inform the Customer of any claims asserted by third parties, to the extent legally and practically possible.

§ 19 Liability

1. We are liable without limitation
   a) in cases of intent and gross negligence,
   b) in cases of culpable injury to life, body or health,
   c) under the German Product Liability Act (Produkthaftungsgesetz),
   d) to the extent of an expressly assumed guarantee.

2. In the event of slightly negligent breach of essential contractual obligations, we are liable only for the damage that is typical for this type of contract and foreseeable at the time the contract was concluded. Essential contractual obligations are those obligations whose fulfillment is a prerequisite for the proper performance of the contract in the first place and on whose observance the Customer may regularly rely.

3. Otherwise, liability for slight negligence is excluded.

4. To the extent that our liability is excluded or limited, this also applies in favor of our legal representatives, employees, vicarious agents and other agents.

5. In the event of data loss, we are liable – except in the cases of paragraph 1 – only for the recovery effort that would have been unavoidable even with proper, risk-appropriate data backups by the Customer. This does not apply to the extent that data backup is expressly a contractual service of Nexthosting.

6. Strict liability (liability irrespective of fault) for defects already existing at the time the contract was concluded is excluded to the extent permitted by law.

7. Limitations of liability under these Terms and Conditions do not apply to the extent that mandatory law provides otherwise.

§ 20 Confidentiality

1. Both parties undertake to keep secret all confidential information of the other party that becomes known to them in the course of performing the contract, and to use it only for the purposes of the respective contract.

2. Confidential information includes in particular technical information, access credentials, pricing terms, contract contents, internal processes, security measures, network architectures, business figures and non-public internal operational matters.

3. Information is not regarded as confidential if it
   a) is generally known or becomes generally known without breach of contract,
   b) was already lawfully known to the receiving party,
   c) was lawfully disclosed by third parties without an obligation of confidentiality,
   d) must be disclosed due to a legal obligation, court order or official measure.

4. The confidentiality obligation continues beyond the end of the contract for a period of three years, unless a longer obligation exists by law or by contract.

§ 21 Data Protection and Data Processing Agreements

1. Both parties shall comply with the applicable data protection regulations.

2. Where the Customer processes personal data on behalf of others using our services and we act as a processor in doing so, a separate data processing agreement must be concluded before processing begins, where required by law.

3. Unless we have expressly assumed further responsibility, the Customer remains responsible for the lawfulness of the data processing it initiates.

4. We are entitled to implement, and continuously adapt, appropriate technical and organizational measures to protect our systems and the data processed.

5. We may review orders, registrations and payment transactions, automatically or manually, for the purposes of fraud prevention, risk assessment, abuse detection and avoidance of payment defaults. For this purpose, the customer, order, payment, connection and transaction data required for the respective review may be processed and transmitted to service providers engaged for this purpose, to the extent permitted under data protection law. Details on the processing of personal data can be found in the separate Privacy Policy.

§ 22 Assignment, Set-Off, Right of Retention

1. The assignment of the Customer's claims arising from or in connection with the contract requires our prior consent, unless mandatory law provides otherwise.

2. The Customer may set off only with counterclaims that are undisputed, finally established by a court or ready for decision.

3. The Customer is entitled to exercise a right of retention only to the extent that its counterclaim is based on the same contractual relationship.

§ 23 Place of Performance, Governing Law and Jurisdiction

1. The place of performance for all services under the contractual relationship is, to the extent legally permissible, our registered office.

2. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

3. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Dresden, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law.

4. Otherwise, the statutory places of jurisdiction apply.

§ 24 Receivables Management / Debt Collection

1. If the Customer defaults on payments that are due, Nexthosting is entitled to hand over outstanding claims to an external service provider for receivables management and debt collection, or to have them processed by such a provider.

2. Nexthosting works with the following service provider for this purpose:
   paywise GmbH
   Bahnhofstr. 95
   82166 Gräfelfing
   Registered office: Gräfelfing
   Commercial register: Local Court (Amtsgericht) of Munich, HRB 269349
   VAT ID: DE346303719

3. Nexthosting is entitled to transmit to the aforementioned service provider all contract, invoice, communication and company data of the Customer that is required to collect the claim, to the extent this is necessary to enforce legitimate claims and is permitted under data protection law.

4. In the event of default, the Customer must bear the statutory default interest as well as the reminder, collection and other recovery costs that are necessary for appropriate legal enforcement and permitted by law.

§ 25 Final Provisions

1. Amendments and supplements to the contract as well as side agreements require at least text form, unless a stricter form is prescribed by law.

2. Should individual provisions of these Terms and Conditions be or become invalid, unenforceable or incomplete in whole or in part, the validity of the remaining provisions remains unaffected.

3. The parties shall replace an invalid or unenforceable provision with one that comes closest to the economic purpose of the invalid provision, to the extent legally permissible.