General Terms and Conditions (Resellers)

Cloud-Spheres offers a reseller programme for authorised partners reselling Cloud-Spheres compute-hosting services (game-server, VPS, VDS, cloud-compute; see the Terms § 3) under their own name or brand to end customers.

The contracting party is Cloud Spheres UG (haftungsbeschränkt), Biberweg 24, 33102 Paderborn, Germany (HRB 18602, District Court Paderborn).

The reseller must meet the following eligibility requirements:

• Registered company or sole proprietorship with its seat in the EU/EEA
• Valid commercial-register number and/or VAT-ID
• Full acceptance of these Terms and the reseller policies in force
• Signing of the sub-DPA (cloud-spheres.com/legal/avv-reseller.pdf) before first productive data transmission
• Upon request: evidence of at least 1 year of business activity in IT, hosting or a comparable sector

Following successful review and contract signing, the reseller obtains the status “Cloud-Spheres Reseller” and access to the reseller dashboard at reseller.cloud-spheres.com.

The reseller account is tied to the individual or company and cannot be transferred to third parties. Any transfer requires the prior written consent of Cloud-Spheres.

Cloud-Spheres may offer an optional certification programme for resellers. Participation is voluntary but recommended. It may unlock a higher discount rate and prioritised support.

Cloud-Spheres is entitled to revoke the reseller authorisation if the reseller breaches these Terms, the reseller policies or brand guidelines, or treats end customers inappropriately.

The reseller may resell Cloud-Spheres services to the following end-customer groups:

• Small and medium-sized enterprises (SMEs)
• Large enterprises and corporate groups
• Organisations, associations, federations, cooperatives
• Educational and research institutions
• Consumers (provided the reseller ensures a consumer-compliant contractual structure)

Cloud-Spheres grants registered resellers a flat 10 % discount on base list prices. The discount is applied automatically to every order placed through an authorised reseller account; no separate request is required.

• Discount rate: 10 % off the applicable base list price, regardless of the number of active end-customer subscriptions.
• The discount is applied to the gross order amount and shown separately on the invoice.
• Discounts do not accumulate: where the reseller discount coincides with another reduction (a creator code, for example), the higher rate applies, not their sum.

Cloud-Spheres issues a monthly aggregate invoice to the reseller for all active end-customer subscriptions in its tenant. Calculation uses the snapshot principle on the last calendar day of the month.

Payment term: net 14 calendar days from invoice date by SEPA transfer. In the event of late payment, the provisions of § 4 of the Terms (business section) apply mutatis mutandis (9 percentage points above the base rate, EUR 40 reminder fee).

Volume bonuses and extraordinary commissions for particularly successful resellers may be agreed individually.

Credits are generally offset against the following invoice. Upon written request a payout is made; the minimum payout amount is EUR 50.00.

For the duration of the contract, the reseller receives a simple, non-exclusive and non-sublicensable right to use the Cloud-Spheres logo and word mark “Cloud Spheres”, in accordance with the brand guidelines ([email protected]).

Co-marketing activities (joint webinars, press releases, case studies) require prior coordination. Cloud-Spheres participates in co-marketing at its own discretion.

Upon termination of the reseller contract, the right to use ceases. The reseller must remove all brand references and the Cloud-Spheres logo from websites, marketing materials and print within 30 calendar days after contract end.

Cloud-Spheres is entitled to change its visual brand identity. The reseller must adopt the changed brand identity within 90 calendar days after announcement.

The reseller programme is non-exclusive. Cloud-Spheres is entitled to appoint additional resellers in the same territory and to continue selling its services directly to end customers, including in territories and industries where the reseller is active.

During the contract term, the reseller may not offer competing products (game-server, VPS or cloud-hosting platforms of other providers) in parallel under the “Cloud-Spheres Partner” branding. However, the reseller remains free to independently distribute products of other providers outside the Cloud-Spheres branding.

Solicitation of Cloud-Spheres employees is not permitted during the contract term and for six months after contract end.

The reseller is solely responsible for the correct VAT treatment vis-à-vis its end customers. Cloud-Spheres is not liable for incorrect tax collection by the reseller.

For cross-border EU supplies, the reverse-charge mechanism (§ 13b German VAT Act) may apply if the reseller provides a valid VAT-ID of another EU member state.

For end customers outside the EU, the reseller is responsible for informing itself about and correctly implementing local tax obligations (e.g. OSS scheme, local sales tax).

Cloud-Spheres invoices must be retained in compliance with GoBD (10 years, § 147 German Fiscal Code). Any tax audit affecting the reseller contract must be notified to Cloud-Spheres.

Ordinary termination: Either party may terminate the reseller relationship with 30 calendar days' notice to the end of the month. Termination must be in text form and addressed to [email protected].

Extraordinary termination by Cloud-Spheres: possible without notice in case of material breach of these Terms, brand guidelines or the sub-DPA; payment default exceeding 30 calendar days; breach of data-protection obligations; unethical or unlawful conduct towards end customers.

Consequences of termination:

• All outstanding invoices must be settled without delay
• The right to use the Cloud-Spheres logo and word mark ends (see § 6)
• Reseller marketing materials must be removed from websites, social media and print within 30 calendar days
• Existing end-customer contracts may, by agreement of the parties, be transferred to Cloud-Spheres as direct customers, or wound up by the reseller pursuant to § 9 of the sub-DPA (cloud-spheres.com/legal/avv-reseller)

In its relationship to its end customers, the reseller acts, depending on the setup, either as controller (own data processing) or as processor. In its relationship to Cloud-Spheres, the reseller is the client; Cloud-Spheres is the sub-processor (see Sub-DPA § 1).

The reseller is obliged to sign the sub-data-processing agreement (cloud-spheres.com/legal/avv-reseller.pdf) before any first transmission of personal data to the Cloud-Spheres platform. The sub-DPA is a mandatory part of this contract relationship and not optional.

The reseller is obliged to conclude a separate DPA pursuant to Art. 28 GDPR with each of its end customers who processes third-party personal data on the Cloud-Spheres platform, disclosing Cloud-Spheres as sub-processor and referencing the sub-sub-processor chain listed at cloud-spheres.com/subprocessors.

Data-subject requests arising from the reseller's end-customer relationship are handled by the reseller. Cloud-Spheres provides technical support via the /gdpr/* API endpoints.

Data breaches affecting Cloud-Spheres-processed data must be reported by the reseller without undue delay, no later than 36 hours, to [email protected].

In the relationship to the reseller, Cloud-Spheres is liable in accordance with the Terms § 8 (business section) mutatis mutandis (12 times the monthly net fee; exclusion of indirect damages in cases of slight negligence).

The reseller is liable to Cloud-Spheres for all damages caused by a culpable breach of these Terms or the sub-DPA by the reseller or its end customers.

Indemnification obligation: The reseller indemnifies Cloud-Spheres against all third-party claims (in particular by its end customers) arising from the fact that

• the reseller has concluded no or an insufficient DPA with an end customer;
• the reseller has not or insufficiently informed its end customers about the sub-processing by Cloud-Spheres;
• the reseller has made independent service commitments, SLAs or guarantees that go beyond what Cloud-Spheres provides via its platform;
• the reseller has breached the obligations under §§ 7, 8 or 10 of these Terms.

Reseller terms (discount rate, individually negotiated prices, volume bonuses, non-public roadmap information) are confidential and must not be passed on to third parties, except for the communication of end prices required to initiate contracts with end customers.

Confidentiality obligations continue for three years after contract end.

Severability: Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

Amendments to these Terms will be notified in text form 60 calendar days in advance. If the reseller does not object within 30 calendar days of receipt, the amendments shall be deemed accepted.

German law applies under exclusion of the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction is Paderborn.

Cloud-Spheres is developing a programmatic reseller API that will allow authorised partners to automate sub-account provisioning and management, license provisioning and deactivation, retrieval of usage and billing data, and webhook notifications.

Current status: active development, no binding release date.

API access is not self-service. Access must be requested in writing by email to [email protected], stating the company name, reseller ID, planned use case and expected integration volume.

Technical terms upon activation: API keys are confidential; rate limits apply per key; misuse or unauthorised sharing leads to immediate suspension. All API calls are logged for billing and security purposes.

Final API terms will be specified upon release in separate API terms and shall form part of the then-applicable reseller contract.

Interested in the reseller programme or have questions?

Reseller programme

[email protected]

Legal inquiries

[email protected]

Reseller dashboard

reseller.cloud-spheres.com