Terms & Conditions

These Terms & Conditions (“T&C”) apply to all agreements between Clouderio Tech LLC, 1007 N Orange St. 4th Floor, Suite #5413, Wilmington, Delaware 19801(hereinafter “Service Provider”) and its clients (hereinafter “Client”) for IT services, consulting, software and app development, cloud migration, managed services, IT security audits, and related services.

These T&C apply exclusively to businesses and legal entities. Consumer agreements are not governed by these T&C.

Any conflicting, deviating, or supplementary terms and conditions of the Client shall not become part of the contract unless their applicability is expressly agreed to in writing by the Service Provider.

Proposals by the Service Provider are non-binding unless expressly designated as binding. A contract is formed upon the Client's acceptance of a proposal in writing (email is sufficient) or upon commencement of service delivery by the Service Provider.

The specific scope of services is determined by the respective proposal, work order, or a separate Statement of Work (SOW). Verbal side agreements require written confirmation to be effective.

The Client shall provide the following free of charge and in a timely manner:

• all information, data, documents, and access necessary for service delivery;
• a competent point of contact with decision-making authority;
• appropriate test and production environments and, where applicable, access to systems, source code, or accounts;
• qualified personnel to participate in testing, acceptance, and content reviews.

Delays caused by failure to cooperate or late cooperation on the Client's part shall result in reasonable extension of deadlines and may be billed by the Service Provider as additional effort.

The Service Provider is entitled to engage qualified subcontractors to fulfill the contract. The Service Provider remains the sole contractual partner of the Client. For data protection aspects of any data transfers, reference is made to the Privacy Policy.

Compensation is either based on time and effort (Time & Material) at the agreed hourly or daily rates, or as a fixed price per individual proposal. All prices are in US Dollars (USD) unless otherwise agreed, exclusive of applicable taxes.

Invoices are due for payment within 14 days of the invoice date without deduction. In the event of late payment, the Client owes interest on the overdue amount at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lower.

For projects exceeding four weeks, the Service Provider is entitled to issue monthly interim invoices for services already rendered. For larger projects, a down payment of up to 30% may be agreed.

Necessary travel costs (economy class flights, standard rental car, or mileage reimbursement at the applicable IRS rate) and accommodation are billed at actual cost with receipts. Travel time is billed at 50% of the applicable hourly rate unless otherwise agreed.

Deadlines are only binding if they have been expressly designated in writing as “binding” or “fixed.” Otherwise, they are estimated target dates.

In the event of delays due to force majeure, strikes, failure of upstream suppliers, or failure of the Client to cooperate, deadlines shall be extended by a reasonable period.

For work products (e.g. software development, implementations), acceptance shall be in writing following a successful functional test or acceptance phase. Acceptance may only be refused in the case of material defects.

If the Client does not put the work into operation within 14 days of provision or refuses acceptance without citing material defects, acceptance shall be deemed granted.

The Service Provider warrants the contractual delivery of its services. In the event of defects, the Service Provider has the right to remedy the defect twice within a reasonable period. If remediation fails, the Client may request a reduction in price or withdraw from the contract.

The limitation period for warranty claims is 12 months from acceptance or service delivery.

The Service Provider is liable without limitation for willful misconduct and gross negligence, as well as for damages arising from injury to life, body, or health.

For ordinary negligence, the Service Provider is only liable for breach of material contractual obligations (cardinal obligations) and limited to the foreseeable, contract-typical damage, but in any case no more than USD 25,000 per claim or the total fees paid by Client in the preceding 12 months, whichever is lower.

Liability for indirect damages, lost profits, and data losses due to ordinary negligence is excluded, provided the Client has not carried out reasonable data backups.

These liability limitations do not apply to the extent prohibited by applicable law.

Upon full payment of the agreed compensation, the Client receives a simple, non-exclusive, temporally and geographically unlimited right of use for the contractually agreed purposes with respect to work products delivered by the Service Provider (software, concepts, documentation).

Where the Service Provider uses standard software, open-source components, or its own frameworks, the respective licenses applicable to those components remain unchanged.

Any transfer to third parties or use beyond the contractual purpose requires a separate written agreement.

Both parties undertake to treat all confidential information of the other party obtained in the course of contract negotiation and performance strictly confidential, and neither to use it themselves outside the contractual purpose nor to make it accessible to third parties.

This obligation applies for the duration of the business relationship and for a period of three years after its termination.

Both parties shall comply with applicable data protection law, including the GDPR where applicable, and applicable US federal and state privacy law. Where the Service Provider processes personal data on behalf of the Client as part of its services, the parties shall enter into a separate Data Processing Agreement pursuant to Art. 28 GDPR.

For further details, reference is made to the Privacy Policy.

For service agreements (maintenance, managed services, support), the minimum contract duration is twelve months unless otherwise agreed. The contract automatically renews for successive twelve-month periods unless terminated with three months' notice before the end of the respective term.

The right to extraordinary termination for good cause remains unaffected. Terminations must be made in writing.

These T&C and any agreement entered into under them shall be governed by the laws of the State of Delaware, USA, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

The exclusive place of jurisdiction for all disputes arising from or in connection with these T&C shall be the courts of competent jurisdiction in the State of Delaware, USA.

If any provision of these T&C is or becomes invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the valid provision that most closely reflects the economic purpose of the invalid provision.

Amendments or supplements to these T&C require written form. This also applies to any waiver of the written form requirement.