General Terms and Conditions (GTC)
Version: October 2025
1. Scope of the Agreement
1.1. Porta Cloud (“Porta Cloud”, “we”, or “us”) has entered into agreements with you (“Customer”) in one or more individual documents (“Offer”) defining the specific terms under which we will provide our cloud, infrastructure, or integration services. These General Terms and Conditions (“Service Terms”), together with the Offer and all attachments, constitute the legally binding agreement (“Agreement”) between Porta Cloud and the Customer.
1.2. Any verbal or informal agreements made before or at the time of signing the Agreement shall only be effective if confirmed by us in writing or by email.
1.3. We provide all services on a non-exclusive basis. Porta Cloud may engage with and provide similar services to other customers at any time.
2. Prices and Terms of Payment
2.1. Prices and payment terms are as stated in the Offer. Unless otherwise agreed, all services are billed on a “time and material” basis. A working day consists of eight (8) hours. Additional costs, such as travel, accommodation, or expenses, may be invoiced separately.
2.2. All prices are exclusive of taxes, which will be charged additionally where applicable.
2.3. Invoices are issued monthly and payable within 10 days from the date of invoice.
2.4. In the event of late payment, Porta Cloud reserves the right to charge interest at nine percent (9%) above the applicable base rate. Additional legal remedies remain unaffected.
3. Service Provision
3.1. Porta Cloud will deliver services as described in the Offer. Unless otherwise agreed, the timing and delivery schedule shall be determined at our reasonable discretion.
3.2. We reserve the right to select the necessary software, tools, and methods for service delivery unless the Offer explicitly requires the use of Customer-specified systems.
3.3. The location and method of service provision will be determined by Porta Cloud unless otherwise agreed.
3.4. Any specified start or completion dates are non-binding, unless explicitly stated as binding in the Offer.
In cases of force majeure (e.g., war, strikes, natural disasters, system outages, regulatory restrictions, or supplier delays), agreed timelines will automatically extend by the duration of the disruption. Porta Cloud will promptly inform the Customer in such cases.
4. Subcontractors
Porta Cloud reserves the right to engage qualified subcontractors for the execution of services without requiring additional approval from the Customer.
5. Duty to Cooperate
5.1. The Customer agrees to provide all necessary cooperation, access, and information required for Porta Cloud to perform its services efficiently. Any delays or idle times caused by the Customer (e.g., late provision of data or credentials) will be billed as working hours.
5.2. The Customer must ensure secure and efficient access to their systems, including VPN or equivalent connectivity, for the purpose of providing services.
6. Intellectual Property Rights
6.1. For the duration of the service, the Customer grants Porta Cloud a non-exclusive, non-transferable right of access to the Customer’s systems, limited to the scope and duration necessary to fulfill the Agreement.
6.2. Porta Cloud retains full ownership and all rights to its proprietary software, tools, processes, and intellectual property. Any improvements or updates developed during the course of the Agreement remain the property of Porta Cloud.
6.3. For custom software or deliverables specifically created for the Customer (“Custom Work”), the Customer receives a non-exclusive, perpetual, worldwide right of use for internal business purposes, unless otherwise agreed in writing.
6.4. The Customer is not granted any ownership or exclusive rights over pre-existing components or tools used by Porta Cloud.
7. Liability and Damages
7.1. Porta Cloud is liable only in accordance with the provisions below:
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7.1.1. For intent or gross negligence by Porta Cloud, its representatives, or key personnel.
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7.1.2. For personal injury, death, or health damage resulting from negligence.
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7.1.3. For losses covered under mandatory German Product Liability Law.
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7.1.4. For breaches of essential contractual obligations (“cardinal duties”), liability is limited to the foreseeable damage typical for this type of contract.
7.2. Porta Cloud’s liability for data loss is limited to the typical recovery costs that would have been incurred had the Customer carried out proper data backups.
7.3. The Customer remains responsible for verifying data integrity and the correctness of outputs generated from Porta Cloud’s services.
7.4. Any additional liability of Porta Cloud is excluded.
8. Confidentiality
8.1. Both parties agree to maintain the confidentiality of all information exchanged under this Agreement.
8.2. Confidential Information includes all non-public information such as technical, financial, operational, and business data.
8.3. Confidentiality obligations do not apply to information that:
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Is publicly known;
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Was lawfully obtained from third parties; or
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Must be disclosed due to legal obligations.
8.4. Disclosure of confidential information is permitted only when legally required, and only after notifying the other party where possible.
9. Data Protection
9.1. Both parties agree to comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR).
9.2. Porta Cloud will process personal data solely for the purpose of performing its contractual obligations, applying appropriate technical and organizational measures for data security.
9.3. Data may be anonymized and used for analytical or statistical purposes, such as improving service quality and infrastructure performance.
10. Term and Termination
10.1. Unless otherwise stated in the Offer, this Agreement is valid for an indefinite period and may be terminated in writing by either party with prior notice as defined in the Offer.
10.2. Either party may terminate the Agreement for good cause, including insolvency or material breach of contract after written notice and failure to remedy within 14 days.
10.3. Termination must be submitted in writing or via email with an authorized signature.
11. Order of Precedence
In case of conflicting terms, the following order of precedence applies:
(a) The Offer
(b) Any Confidentiality Agreement
(c) These General Terms and Conditions
(d) Applicable Law
12. Applicable Law and Jurisdiction
12.1. This Agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on the International Sale of Goods (CISG).
12.2. The place of jurisdiction for all disputes arising from this Agreement shall be the registered office of Porta Cloud, provided the Customer is a business entity or does not have a registered office in Germany.
13. Final Provisions
13.1. Rights and obligations under this Agreement may not be transferred to third parties without prior written consent from Porta Cloud.
13.2. The Customer may only offset undisputed or legally established claims.
13.3. Should any clause of this Agreement be or become invalid, the remaining provisions shall remain effective. The invalid clause shall be replaced by a valid provision reflecting the original intent as closely as possible.
13.4. The Customer’s own general terms and conditions shall not apply, even if expressly referred to.
Portacloud
Address:Kremster Straße 18a, 94032, Passau, Germany
Email: info@potacloud.de
Phone: +49 1636274903