The small print. These terms govern all orders, offers, deliveries and services performed by enclaive GmbH.

1. The following terms of service (the "TOS") apply to all orders, offers, deliveries and services performed by enclaive GmbH.

2. Within the context of an ongoing business relationship these TOS also apply without explicit inclusion, unless other arrangements are explicitly made.

3. By accepting the services provided by enclaive, the customer agrees to these TOS. Deviating terms of the customer do not become valid unless enclaive accepts them in writing.

The subject matter is the programming, development, modification and maintenance of IT infrastructure and software directly or indirectly related to securing and provisioning confidential cloud computing software and infrastructure. In the following these services are referred to as "Confidential Compute Services".

1. All offers are non-binding unless otherwise stated.

2. The contract is not concluded until enclaive confirms the customer's order in writing or electronically by e-mail.

3. The respective services and the service period depend on the offer from enclaive and are individually agreed in advance between the customer and enclaive.

4. The basis for the creation of services is the written project description within the order, which enclaive prepares from the documents and information provided. The customer must check the service description for correctness and completeness; by accepting the order the customer confirms that it is correct.

5. enclaive may rely on the support of third parties (subcontractors) to fulfil the order. The customer agrees to this.

1. Where the customer wishes to change requirements, including extensions, enclaive will agree to this to the extent reasonable. If fulfilling a change request affects the order, enclaive will require an appropriate adjustment of the contract, in particular an increase in remuneration and/or postponement of delivery dates.

2. Agreements on changes to the terms of contract and on adjustment of the contract must be in text form (e-mail).

3. Acceptance of a change or adjustment order takes effect only with the order confirmation by enclaive.

4. If the customer does not agree to the conditions stated in the order confirmation, the customer must object within seven days; otherwise the order is considered accepted.

1. All services are remunerated according to the current price model or individual agreements unless otherwise agreed.

2. Payments are due seven days after invoicing.

3. The invoicing period depends on the payment cycle agreed in the offer. Invoices are sent electronically to the e-mail address provided by the customer.

4. The customer is in default without a reminder if the invoice is not paid within seven days of receipt.

5. In the event of late payment the customer owes additional interest at 12% p.a. from the due date. The customer may prove that no interest loss, or a significantly lower loss, was incurred.

6. enclaive may suspend its services if the customer is more than 30 days in default of payment. Notwithstanding the suspension the customer remains obliged to pay; this refusal to perform does not constitute a reason for termination by the customer.

7. The customer may offset against claims of enclaive only with undisputed or legally binding counterclaims.

1. enclaive strives to meet agreed service and delivery dates as accurately as possible but depends on the cooperation of the customer.

2. Compliance with delivery periods and deadlines requires the customer to fulfil the obligations to cooperate within the scope of the order, including replying to e-mails within 48 hours.

3. For all deliveries and services provided by enclaive under this contract, the customer assumes an obligation to inspect and give notice of defects in accordance with § 377 of the German Commercial Code.

4. After the agreed services have been performed enclaive declares completion. The customer shall then, within a reasonable period determined by enclaive, check the execution of the services and notify enclaive of any malfunctions or defects.

5. Acceptance is deemed to have been given if the customer does not accept the service within that reasonable period although obliged to do so.

1. enclaive is liable for damages only in the case of intent and gross negligence, for itself and its agents. In the event of a breach of an essential contractual obligation which endangers the purpose of the contract, liability is limited to the typical damage that enclaive could reasonably foresee at conclusion of the contract, unless the breach is intentional or grossly negligent.

2. The limitations of liability do not apply in the event of injury to life, body or health, or liability under the Product Liability Act.

3. If the customer is an entrepreneur, a legal entity under public law or a special fund under public law, liability is limited to the sum of total payments of the last two calendar years from the specific contractual relationship, except in cases of intent and gross negligence.

4. enclaive is not liable for existing, remaining or future errors in the customer's software, or for resulting damages. This also applies to errors or malfunctions not discovered during software testing services.

5. enclaive is not liable for lost profits, missed savings, damages from third-party claims or other direct damages.

1. The customer shall notify enclaive immediately upon becoming aware of defects and support enclaive to the full extent possible in eliminating them, granting access to all relevant documents.

2. In the event of rectification of defects the customer shall take all measures to secure data. enclaive is not responsible for loss of data due to rectification, unless maintenance and service were ordered separately.

3. Where enclaive is obliged to provide supplementary performance, this may be done at enclaive's discretion by remedying the defect or by subsequent delivery, including a new version, update, upgrade, patch or release. Where such is not yet available but will be in the foreseeable future, enclaive may refer the customer to a workaround for an appropriate period, unless unreasonable for the customer.

4. If examination of a notice of defects shows there is no claim, enclaive may invoice costs and expenses at hourly rates customary in the industry.

5. The limitation period for claims for defects is one year. Statutory provisions apply to the beginning of the limitation period, except in cases of fraudulent concealment or gross negligence, damage to life, limb and health caused by a defect, and quality guarantees.

6. enclaive strives to meet the highest quality standards but cannot guarantee that tested software is completely free of errors.

7. No warranty is provided where the customer has made changes or adjustments to the methods or software used, unless those changes are not the cause of the defect.

8. According to the current state of the art it is not possible to create software that works error-free in all combinations or is protected against any manipulation by third parties. enclaive does not guarantee that third-party software meets the customer's requirements, is suitable for particular applications, or is free of crashes, errors and malware. enclaive warrants only that third-party software will function essentially in accordance with that third party's performance specifications at the time of transfer, under normal operating conditions and maintenance.

The customer shall exempt enclaive from any third-party claims in the internal relationship based on illegal or infringing actions of the customer or errors in the content of information provided by the customer, in particular violations of industrial property rights, copyright and competition law. The customer shall reimburse enclaive for the costs of legal defence incurred.

1. The customer shall provide the data required for the order truthfully and completely, including full name, company with legal form, a summonable postal address (no P.O. box), e-mail address and telephone number, and shall inform enclaive immediately of any changes.

2. The customer undertakes to change passwords received from enclaive regularly, to keep them strictly confidential and to protect them from third-party access, and to inform enclaive immediately upon becoming aware that unauthorised third parties know a password.

3. The customer is solely responsible for all content stored or made available for retrieval. enclaive does not check contents for possible violations of law or contract. The customer is also responsible for the conduct of third parties acting on their behalf.

1. enclaive grants the customer a simple right, unlimited in space and time, to use the software created by enclaive for the customer. Other rights must be expressly agreed.

2. The customer has no right to sublicense or modify the delivered software. enclaive is entitled to use the work results and acquired know-how in other ways in compliance with data protection.

3. Release of source code of software developed explicitly for a customer takes place only with the express permission of the customer.

The customer expressly assures that the provision and publication of the contents of the software or data posted do not violate German or other relevant national and international law, in particular copyright, trademark, name, data protection and competition law.

1. enclaive informs the customer separately about the collection, processing and use of personal data or other data.

2. The parties mutually commit to treat business secrets, conceptions and ideas that become known in the context of cooperation as absolutely confidential and to keep them with the necessary care.

3. enclaive reserves the right to name the client as a reference.

1. Changes, additions or cancellation must be in written form to be effective. This also applies to the cancellation or amendment of this written form requirement.

2. Place of jurisdiction and place of performance is, as far as legally permissible, Berlin, Germany.

3. These TOS are subject to the law of the Federal Republic of Germany.

4. Should a provision become invalid or these TOS contain a gap, the legal validity of the TOS is not affected. The parties are obliged to replace an ineffective provision with an effective one, or to agree a gap-filling provision that comes closest to the economic sense and purpose of the ineffective or missing provision.

[TO CONFIRM BEFORE LAUNCH — counsel to review. The company name is spelled "enclave GmbH" in §1 of the current version on enclaive.io, which looks like a typo. The registered seat is confirmed as Hofheim am Taunus (Amtsgericht Frankfurt am Main, HRB 142881); §14 still names Berlin as place of jurisdiction, which counsel should either confirm as intended or correct. The signed PDF version of the terms should be re-linked once the current file is confirmed.]