General Provisions for XaaS Services
1. General Services
1.1 The Client has entered into, or will enter into, a contract with the XaaS provider selected by the Contractor for the provision of the provider’s products (which consist of XaaS services and, if applicable, professional services).
1.2 This Schedule contains general provisions governing the Contractor’s administration and billing of the aforementioned products of the respective XaaS provider on behalf of the Client.
1.3 Unless otherwise specified in the XaaS Subscription, the Contractor shall not become a party to any existing or future contracts between the Client and the XaaS Provider or its affiliated companies, nor shall it provide any products in accordance with this Schedule. Only the Client is entitled to assert any claims against the XaaS Provider.
2. User Accounts and Account Information
2.1 Unless otherwise specified in the XaaS subscription, the following provisions apply with respect to user accounts and account data:
2.2. In order to perform its services under this Schedule, the Contractor requires access to the Client’s user accounts—if any—on the distributor’s online portal (“Distributor Portal”) and the XaaS provider’s online portal (“XaaS Provider Portal”, each referred to individually as a“Portal”).
2.3 Unless the Client already has user accounts (each,a “User Account”) on both portals, the Client instructs the Contractor to create the missing User Accounts on the Client’s behalf. This establishes a direct contractual relationship between the Client and the operator of the respective portal. The user accounts for the portals, as well as the use of the portals themselves, are free of charge. The use of the user account and the portals may be subject to certain terms and conditions (e.g., “Acceptable Use Policy” (“AUP“)) that apply directly between the Client and the respective portal operator—unless these are displayed to the Client on the respective portal, they are linked in the XaaS subscription.
2.4 To create a user account, the Client must, upon request, provide the Contractor with certain data or information (in particular, the company name, contact information, address, and legal form) regarding the Client (“Account Data”). The Client must keep its Account Data up to date at all times and notify the Contractor and the respective portal operator of any changes without delay.
2.5 In order to perform its services in accordance with this Schedule, the Contractor is entitled to transfer the account data to the XaaS provider, the distributor, and, if applicable, any third-party providers involved and ordered by the Client. Similarly, the Client agrees that the XaaS Provider may make the Client’s account data, customer data, and administrator data available to the Contractor for the purpose of providing, managing, and supporting the Client’s products.
2.6 The Client designates the Contractor as its representative for the purpose of sending and receiving notices and other communications to and from the XaaS provider.
2.7 Within a user account, the Contractor may, at the Client’s direction, create various access rights for the Client to data or information available regarding the Client’s products (e.g., software configuration, performance, and usage data). The Contractor uses this data or information, as well as the account data, to manage a user account and fulfill its contractual obligations. In doing so, the Contractor also uses this data or information (i) to manage the Client’s subscribed products, e.g., to verify compliance with the applicable license terms (without relieving the Client of its own obligation to comply with these license terms), to purchase products on behalf of and at the Client’s request, for invoicing, and to arrange for support through the distributor or XaaS provider; and (ii) to improve the products and user experience, as well as for other analytical purposes.
2.8 The Client shall grant the Contractor access to both user accounts for the duration of the relevant XaaS subscription. This access must allow the Contractor to monitor all of the Client’s transactions on the portals individually and to process and modify them on behalf of the Client.
2.9 The Client shall also grant the Contractor granular delegated administrator rights in the XaaS provider portal for the duration of the relevant XaaS subscription, which allow for differentiated and time-limited access (including configuration) to the Client’s workloads in production and sandbox environments. This access must enable the Contractor to process and modify all of the Client’s transactions individually and on behalf of the Client.
2.10 To the extent that the Contractor processes personal data as defined by the GDPR, such processing shall be conducted in accordance with the Data Processing Agreement entered into between the Contractor and the Client. Data processing agreements between the XaaS provider or distributor and the Client remain unaffected by this provision.
3. Restrictions on the Use of the Portals
3.1 The Client shall not modify, port, edit, translate, frame, or mirror the Portals, any components thereof, or any associated software (collectively referred to as“Software”), and, unless mandatory legal provisions permit the Client to do so, the Client shall not reverse-engineer, decompile, disassemble, or otherwise attempt to determine the source code of the Software.
3.2 Furthermore, the Client is not authorized to sublicense the software, assign or transfer rights thereto, or make non-public portions of the software available to any other natural or legal person, with the exception of the Client’s own employees and individual contractors (e.g., temporary workers) who have been expressly authorized by the Client to access the non-public portions of the software.
3.3 The Customer may download and make copies of the software documentation for its internal use, but not more than is reasonably necessary. The Customer must retain on all such copies all copyright notices and other proprietary notices that appear on or in the documentation.
3.4 The Client is obligated to make every commercially reasonable effort to prevent unauthorized access to the Software or its use through the Client’s IT systems or to the Client’s user account for the portals. The Client shall immediately notify the Contractor and the Distributor of any unauthorized access to or use of the Software of which the Client becomes aware. The Client may not use the Software in any unlawful manner.
3.5 The Client grants the XaaS Provider and Distributor, as well as their licensors, a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, and sublicensable license to use and incorporate suggestions, suggestions for improvement, recommendations, or other feedback regarding features or functions of the Software that are provided by the Client in connection with the Software.
3.6 The XaaS Provider and the Distributor may suspend access to the Software or parts thereof, either temporarily or permanently, if the Client violates (i) an AUP or other provisions governing the use of the respective portal, or (ii) a material provision in this Schedule that relates to the Software or parts thereof.
4. Support for the Distributor Portal
4.1 If the Client needs assistance with the Distributor Portal, or if the Distributor Portal is unavailable to the Client and does not offer a self-service feature, the Client will submit a support request to the Contractor. If the Contractor receives a support request outside of normal business hours, the Contractor will process that support request on the next business day during normal business hours.
4.2 If the Contractor is unable to handle the support request on its own or resolve the issue that prompted the request, it will forward the support request to the distributor. The distributor will assign a priority level to the support request and attempt to resolve the support request or address the cause of the issue.
5. Liability and Indemnification
5.1 The Client remains responsible for all obligations arising from this Addendum and from the related XaaS subscriptions, as well as for obligations related to the use of the products by its affiliates.
5.2 The Client shall indemnify the Contractor for all damages incurred by the Contractor as a result of the XaaS Provider or the Distributor holding the Contractor liable due to a culpable breach by the Client of the applicable General Terms and Conditions set forth in the XaaSsubscription or against other legal terms applicable between the XaaS provider or the distributor and the Client.
XaaS Subscription
1. Services
1.1 Covered Products / Terms of Use and License Terms
More detailed information about the products—where available—can be found in the appendices for the individual XaaS providers.
To the extent that, in addition to the provisions in this XaaS subscription, specific terms of use and licensing provisions from the distributor or XaaS provider apply in relation to the Client, these are set forth in the appendices for the individual distributors or XaaS providers. In the event of any conflict, the provisions of this XaaS Subscription shall take precedence over the provisions in the appendices for the individual distributors or XaaS providers.
1.2 Product Advice / Product Bookings / Disclosure Requirements
(i) At the Client’s request, the Contractor shall, for a separate fee, provide the Client with a reasonable level of advisory support in selecting products and shall notify the Client of any updates that come to light; However, the Contractor is under no obligation to notify the Client of updates available from the respective (booked) XaaS provider. Within the scope of its advisory services, the Contractor may act only in a supportive and supplementary capacity, as it is not familiar with the details of the Client’s operations and requirements. Therefore, the Contractor cannot assume the risk associated with the selection of unsuitable, unnecessary, or products that are too few or too many in scope; however, the Contractor will assist the Client in selecting products to the extent possible based on the information provided by the Client.
(ii) The Client will select from the XaaS Provider’s portfolio those products that the Client deems suitable and necessary in terms of type, sizing, and scope, and will notify the Contractor of this selection prior to placing each order. Products may be canceled exclusively in accordance with the terms of the XaaS subscription and the applicable General Terms and Conditions of the XaaS provider listed in the XaaS subscription.
(iii) To the extent that the XaaS provider provides budgeting tools, the Client agrees to set the agreed-upon maximum monthly budget in its user account within such a budgeting tool and not to increase it without the Contractor’s prior consent. If the Client exceeds the monthly budget by more than 20% without prior approval from the Contractor, the Contractor is entitled to deactivate and terminate the user account with the distributor. Furthermore, in such a case, the Contractor shall have the extraordinary right to terminate this XaaS subscription. The assertion of further rights remains expressly unaffected.
(iv) To the extent that the Client is unable to make an independent booking via a portal for certain products from a distributor, the Contractor shall, in each case, make a time-limited booking offer to the Client that specifies the product, quantity, price, and term in accordance with the prior agreement between the parties. The order becomes effective when the Client confirms this offer in writing within the binding period and the Contractor accepts the Client’s order.
1.3 Professional Services
(i) Following the XaaS Provider’s acceptance of the Client’s individual service descriptions, if applicable, and subject to the Client’s compliance with this XaaS Subscription, the XaaS Provider shall provide the ordered Professional Services in accordance with this XaaS Subscription, the applicable General Terms and Conditions of the XaaS Provider set forth in the XaaS Subscription, and the respective Service Description.
(ii) Unless otherwise specified in Section II, any patch or similar software program intended to correct errors (eacha “Patch”) is licensed under the same terms and conditions as the respective product to which it applies. If a patch is not provided for a specific product, the rights of use provided by the XaaS provider with the patch shall apply.
(iii) All rights to any computer code or other written materials that a party develops or obtains independently of this XaaS Subscription shall remain the sole property of the party providing them. Each party is entitled to use, reproduce, and modify the other party’s pre-existing work to the extent necessary to fulfill its obligations in connection with Professional Services.
(iv) Provided that the Customer complies with this XaaS Subscription and the applicable General Terms and Conditions of the XaaS Provider set forth in the XaaS Subscription, the XaaS Provider (unless otherwise specified in Section II) the Customer a non-exclusive, limited license to use and modify the Subject Matter of the Services in accordance with the terms of this XaaS Subscription, including, but not limited to, the provisions regarding reservation of rights, restrictions, and license transfer in the sections titled “License to Use Products.” These licenses are intended exclusively for the Client’s own use and for the Client’s business purposes in connection with its use of the Products and are not transferable, unless expressly permitted under this XaaS Subscription or under applicable law.
(v) The Client may sublicense its rights to the Deliverables to its affiliates; however, the Client’s affiliates may not sublicense these rights. The Client assumes liability for its affiliates’ compliance with this XaaS Subscription (including the XaaS Subscription).
1.4 Third-Party Products
Non-XaaS-provider products—provided they are available through the XaaS provider’s or distributor’s portal—are provided under separate terms and conditions set forth by the manufacturers of such non-XaaS-provider products, unless otherwise specified in Section II. The Client has the opportunity to review these terms and conditions before placing an order for a product not supplied by an XaaS provider. The Contractor and the respective XaaS provider are not parties to any contract between the Client and the manufacturer of the non-XaaS provider product. The Contractor and the respective XaaS provider are entitled to disclose the Client’s contact information and transaction details to the manufacturer of the non-XaaS provider product. The Contractor and the respective XaaS provider assume no responsibility or liability for non-XaaS provider products of any kind. The Client alone is responsible and liable for its use of products not sourced from an XaaS provider.
2. Term of the XaaS Subscription
2.1 The XaaS subscription takes effect on the date it is signed. Unless otherwise specified, it has no minimum term and may be terminated in accordance with the notice periods for the most recently ordered or expiring products, as set forth in the termination provisions of the XaaSsubscription and the applicable General Terms and Conditions of the XaaS provider listed in the XaaS subscription.
2.2 The (minimum) term of the products or the term selected by the Client is displayed on the portal at the time of ordering. If the term is set to renew automatically, this is also displayed on the portal at the time of ordering, along with the notice period required to prevent automatic renewal of the term.
2.3 The extraordinary statutory right of either party to terminate the agreement, as well as the termination rights set forth elsewhere in this XaaS Subscription (including references), remain unaffected by the provisions of this Section 2.
3. Costs / Compensation
3.1 Payment for Products
(i) The fee applicable at the time of booking the respective product is displayed to the Client on the portal before the booking request is submitted.
(ii) To the extent that, pursuant to Section 1.2 (iv), the Client is unable to make a booking independently through a portal, the Client will be notified of the prices via a link or by email at regular intervals or upon request, and these prices will then become binding in the booking offer for the commitment period.
(iii) The Client shall pay the Contractor the monthly fee incurred for the products provided by the XaaS provider and invoiced by the distributor. The Contractor shall invoice the Client for the fees owed to the Distributor (with appropriate proof of calculation provided by the XaaS provider) for the previous month. Payments are due monthly in arrears with a payment term of [10] calendar days. If the fees invoiced by the distributor are to be paid in advance on a monthly basis for certain commissioned services, the Contractor shall inform the Client of this, unless the Client is already aware of the advance payment terms (as a result of the Client’s selection of products from the portfolio pursuant to Section II of this XaaS Subscription).
3.2 If the XaaS provider charges basic fees, base compensation, or similar amounts in accordance with its applicable General Terms and Conditions set forth in the XaaS subscription, even after the termination of individual products, the Client shall bear this risk.
4. Safety
4.1 The Client is responsible for (i) ensuring that the services offered by the respective XaaS provider are suitable for the Client’s data and content as well as their intended use, (ii) to implement and maintain appropriate measures to protect the confidentiality, integrity, and security of its data and content, (iii) for any use of the XaaS provider’s service offering that occurs using the Client’s account credentials, (iv) compliance with the XaaS subscription by its users, and (v) providing all necessary notices and information to its users and obtaining all legally required consents from its users regarding their use of the products.
5. Data Protection
5.1 Each party is solely responsible for complying with all applicable data protection laws and regulations. The Contractor shall process personal data on behalf of the Client only in accordance with the terms of the Data Processing Agreement, which is attached to this XaaS Subscription as Exhibit 3.
5.2 Unless the Client has already entered into data processing agreements with the XaaS provider ordistributor during the account creation process, the Contractor shall, to the extent possible, enter into corresponding data processing agreements with the operators of the portals that comply with the provisions of the data processing agreement in Appendix 3.
I. Special Provisions for Individual Distributors
The following provisions in the appendices apply only to the extent that the Customer’s order includes services from the respective distributor (as specified on the cover page of this XaaS subscription).
New distributors can be added through a supplemental agreement.
Appendix 1.1: Distributor TD Synnex
(a) TD Synnex may make changes to the software or any of its components without prior notice. These changes are managed through the portal, and TD Synnex may require the Client to accept such changes when the Client or the Contractor, acting on behalf of the Client, logs into the portal. If the Contractor accepts the change in this manner on behalf of the Client, the Contractor shall inform the Client of the changes and their content.
(b) TD Synnex also has the right to modify or discontinue certain products, offers, or tools available through the portal. The Contractor or TD Synnex will notify the Client of such discontinuation with ninety (90) calendar days’ notice. The discontinuation shall not affect contracts for products that were concluded via the portal prior to the date of discontinuation.
(c) Synnex TD may, at its sole discretion, modify the services or tools available through the portal, for example, to ensure interoperability with new third-party products and services and to comply with revised standards. The Contractor or TD Synnex shall notify the Client of such a change and its material content with thirty (30) calendar days’ notice. Such changes may affect existing contracts for products that were concluded via the Distributor Portal prior to the date of the change. The Client is entitled to terminate its contract for the relevant program or tool within sixty (60) days of receiving notice of the change to a program or tool, without incurring any costs.
Appendix 1.2: ALSO Distributor
(a) The Contractor is entitled to suspend (at any time) the Client’s access to a product provided (by ALSO) in order to prevent damages, liability, sanctions, or for other equally valid reasons in the event of unlawful conduct by the Client or noncompliance with the provisions of this Annex (including the Special Product Terms, see (c)), in particular, but not limited to:
A client or a user attributable to the client uses the products (from ALSO) for
i. the distribution of, or participation in the distribution of, viruses, spyware, other malicious code, or emails that are unsolicited by the recipient (spam, phishing, chain letters, etc.);
ii. Actions that disrupt or damage computers or systems on the Internet, or actions that involve unauthorized access to computers or systems connected to the Internet (hacking);
iii. Acts or omissions that cause a disruption or damage to the systems of ALSO or the product provider (ALSO only provides the portal) or result in an unusually high or uncontrollable consumption of resources (such as strain on the processor, RAM, disk I/O, or the network);
iv. the infringement or violation of third-party rights (including copyrights) by uploading, downloading, distributing, or similar actions without the appropriate consent of the rights holders;
v. Activities or the distribution of content that violates local criminal law (e.g., the dissemination of libel or slander, the display of child pornography, the handling of stolen goods, or gambling); or
An end customer infringes the intellectual property rights of ALSO or of providers of third-party products that are integrated into the products covered by the contract.
(b) The parties shall promptly notify each other if they become aware of any loss, damage, alteration, disclosure, destruction, or attempted unauthorized access to data from the Client and shall cooperate with the product providers to minimize the impact of such an event and prevent its recurrence. The Client is obligated to send this notification immediately by email to the Contractor.
(c) The products are provided in accordance with the terms of this Schedule for all products and the version of the “Special Product Terms” in effect at the time of booking for the respective product provided. The “Special Product Terms” may contain different or supplementary provisions, e.g., for usage-based pricing models, daily-varying prices, or special pricing terms/discounts based on minimum order quantities.
(d) Unless otherwise agreed, products purchased by the Client from the Contractor through the ALSO portal may only be used by the Client within the sales territory (i.e., […]).
(e) The Contractor reserves the right to adjust prices at any time in the event of price increases due to additional duties/taxes, interest rate hikes, currency fluctuations, etc.
(f) Upon expiration of the minimum term of the product subscription or an agreed-upon price protection period, the product subscription will continue at the then-current prices and terms, unless (a) the product subscription has been expressly terminated by either party or (b) the Special Product Terms provide otherwise.
(g) ALSO may discontinue or terminate the offering of certain products or product subscriptions with at least 60 (sixty) calendar days’ notice effective at the end of the month. Notwithstanding this notice period, however, the respective product subscriptions shall remain in effect until the expiration of the agreed-upon minimum term of the respective product subscription if such term extends beyond the announced termination date.
(h) The Client shall notify the Contractor accordingly if it becomes aware of any infringement of ALSO’s or the product suppliers’ intellectual property rights.
(i) The Contractor may amend or supplement this Section 1.2 at any time and may modify, delete, suspend, or impose conditions on the use of the Products, provided that ALSO amends or supplements the corresponding provisions in its relationship with the Contractor. The Contractor shall notify the Client of all changes via email or by other means. The Client’s continued use of the Products following notification of a change constitutes the Client’s acceptance of the amended terms. If the Client does not accept a change to this Appendix 1.2, the Client must cease using the Products.
II. Special Provisions for Individual XaaS Providers
The following provisions apply only to the extent that the Customer’s order includes services from the respective distributor (as specified on the cover sheet of this XaaS subscription). New XaaS providers may be added via a supplemental agreement.
Appendix 2.1: XaaS Provider Microsoft
(a) An overview of the Microsoft products offered, along with the corresponding service descriptions and product documentation, can be found at:
https://www.microsoft.com/licensing/terms/productoffering?programMoniker=MCA
The information available via this link at the time of ordering or booking also applies, including the specific license terms listed there (i.e., information regarding the granted rights of use).
(b) The Client is aware that the use of Microsoft products and access to the Microsoft portal are each subject to specific license terms, including, among other things,
- the“StandardContract Terms” for Microsoft products
https://www.microsoft.com/licensing/docs/customeragreement
- in addition to Microsoft’s applicable “General Terms and Conditions“
https://www.microsoft.com/de-de/rechtliche-hinweise/nutzungsbedingungen
is subject to, and Microsoft may, at its sole discretion, modify these terms from time to time in accordance with the provisions contained therein.
(c) The Client will independently keep itself informed of any changes to Microsoft’s Standard Contract Terms or General Terms and Conditions.
Appendix 2.1: XaaS Provider AWS
(a) An overview of the AWS products offered, along with the corresponding service descriptions and product documentation, can be found at:
The information available via this link at the time of ordering or booking also applies, including the specific license terms listed there (i.e., information regarding the granted rights of use).
(b) An increase in the initially agreed-upon VMs or the capacity to be protected can only be made as part of a new booking. Any additional resources (e.g., hosts, file systems, traffic) will be billed monthly at on-demand rates:
https://aws.amazon.com/de/ec2/pricing/on-demand/
(c) The Client acknowledges that the use of AWS products and access to the AWS Portal are each subject to specific license terms, including, among other things,
- the“Customer Agreement”for AWS products
https://d1.awsstatic.com/legal/aws-customer-agreement/AWS_Customer_Agreement_2024-05-17_DE-DE.pdf
- in addition to the applicable general AWS“Service Terms”
https://d1.awsstatic.com/legal/awsserviceterms/AWS_Service_Terms_2024-02-14_DE-DE.pdf
is subject to, and AWS may, at its sole discretion, amend these terms from time to time in accordance with the provisions contained therein.
(d) The Client will independently keep itself informed of any changes to the Standard Contract Terms or the AWS General Terms and Conditions.
Appendix 2.1: XaaS Provider IBM
(a) An overview of the IBM products offered, along with the corresponding service descriptions and product documentation, can be found at:
https://www.ibm.com/support/customer/csol/terms/#search-result
(b) The Client is aware that the use of IBM products and access to the IBM portal are each subject to specific license terms, including, among other things,
- the Cloud Services Agreement
https://www.ibm.com/support/customer/csol/terms/?id=Z126-6304&cc=de&lc=de
is subject to, and IBM may, at its sole discretion, amend these terms from time to time in accordance with the provisions contained therein.
(c) The Client shall independently inform itself of any changes to the Standard Contract Terms or IBM’s General Terms and Conditions.
(d) In addition, the following special provisions apply:
- To the extent that third-party cloud services are used via the IBM Cloud, the relevant terms and conditions of those providers apply.
- The Client may not use the Cloud Services: (i) for cryptocurrency mining, unless IBM has consented to such use in writing; or (ii) if a failure or interruption of the Cloud Services could result in death, serious bodily injury, property damage, or environmental damage. The Client is not permitted to i) reverse engineer any part of a Cloud Service; (ii) grant direct access to a Cloud Service to third parties outside the Client’s corporate group or resell such access; or (iii) combine a Cloud Service with the Client’s value-added components to create a solution bearing the Client’s logo.
- Cloud services or features of a cloud service are considered “Preview” if IBM makes these services or features available free of charge, with limited or pre-released functionality, or for a limited time to test the available functionality. IBM reserves the right to modify or discontinue a Preview cloud service at any time and without prior notice. Preview services are provided under the Agreement “as is” and without any warranties.
- IBM may, at any time and at its sole discretion, modify the following: (i) the IBM Cloud Services, including the corresponding published descriptions, and (ii) the DSP and other published data security and privacy documents for the IBM Cloud Services. The purpose of any change to the above items is to: (i) provide additional features and functions, (ii) improve and clarify existing obligations, or (iii) ensure compliance with current operational and security standards or applicable laws. It is not intended to compromise the security or privacy features or functionalities of the IBM Cloud Services.
Appendix 2.1: XaaS Provider Google
(a) An overview of the Google products offered, along with the corresponding service descriptions and product documentation, can be found at:
https://cloud.google.com/products?hl=de#featured-products/
(b) The Client is aware that the use of Google products and access to the Google portal are each subject to specific license terms, including, among other things,
- the Google Cloud Platform Terms of Service
https://cloud.google.com/terms?hl=de
is subject to, and Google may, at its sole discretion, modify these terms from time to time in accordance with the provisions contained therein.
(c) The Client will independently keep itself informed of any changes to Google’s Standard Contract Terms or General Terms and Conditions.
As of March 2, 2026