I. Scope of Application
1.1. These Terms and Conditions apply to all business relationships between the Customer and ON DIVERSITY LLC offices listed in the Legal notice. They form an integral part of all contracts and apply to future services without requiring separate agreement.
1.2. Customer or third-party terms are not applicable and do not form part of the contract, even if we fail to object to them.
1.3. We reserve the right to modify Terms and Conditions, System Policies, and prices with prior notification via customer account or email.
1.4. Conditions and policies apply in the order of precedence listed above.
1.5. Our employees and commissioned third parties lack authority to make verbal agreements, guarantees, or commitments.
II. Conclusion, Duration, and Termination of Contract
2.1. The contract is concluded when the Customer submits an order and we accept it according to section 2.4.
2.2. Our offers are subject to change and non-binding. We reserve the right to make technical and other reasonable changes.
2.3. The Customer declares their account data are correct and complete, and must notify us of changes in writing within 14 days. The Customer must provide evidence of data accuracy upon request.
2.4. The Customer enters a binding contract by placing an order and accepting these Terms and Conditions. We may accept or reject the contract within 5 business days of receiving the order. Order receipt confirmation does not bind us to acceptance.
2.5. Contracts are concluded for unlimited duration unless otherwise agreed.
2.6. Either party may terminate with 30 days’ notice to month-end without stating reasons. Different notice periods may apply depending on the service. Termination may be given in writing via letter, fax, email, or through the customer account.
2.7. We reserve the right to terminate without notice for good cause, including payment default, violation of important customer obligations, or use of content impairing infrastructure security or operation as described in sections 8.1–8.3.
2.8. Transfer of contractual rights and obligations to a third party requires our written consent. We must verify the transferor’s legitimacy and the third party’s identity.
III. Scope of Services
3.1. The contractual service scope is based on the product description valid at order time and resulting written agreements. We reserve the right to discontinue free services or introduce fees with prior notice.
3.2. For domain name registration, we only arrange the desired registration. We provide no warranty that domain authorities will allocate the requested name. The Customer is only entitled to assume allocation once we confirm it. We have no influence over domain allocation.
3.3. We undertake economically reasonable efforts to achieve 99.9% annual average network availability at our data centers.
3.4. Restrictions apply as described under System Policies.
3.5. We do not perform blacklist checks of allocated IP addresses, and the Customer has no claim to specific addresses. We reserve the right to change allocated IP addresses with prior written notice.
3.6. Technical support services beyond the service description are invoiced separately.
IV. Payment Conditions and Late Payments
4.1. We invoice for contractually binding services using updated website prices plus statutory value-added tax. For shipped goods, pricing includes postage and packaging from the specified location.
4.2. Depending on the contractual agreement, we process monthly, quarterly, or annual invoices using the agreed payment method. The Customer must comply with their payment service’s terms and conditions.
4.3. If we permit late payment, we maintain the right to charge interest beginning on the due date without requiring a reminder.
4.4. The Customer is obligated to pay all fees and taxes incurred by using the service or by designated third parties. Billing is exclusively electronic and free. Postal delivery incurs fees.
4.5. The Customer must comply with applicable export and import control regulations, particularly US regulations and other relevant laws.
V. Administrator Rights and Duties or Data Security
5.1. The Customer has full, sole administrator rights for all products and is responsible for managing and securing them at their own expense and risk.
5.2. By using our services, the Customer must set up and manage servers without compromising network, server, and data integrity or availability of third parties. Use for DDoS attacks, open mail relays, or similar systems is strictly forbidden. Violation permits us to lock the server and terminate the contract without notice.
5.3. For managed server products, we grant basic usage rights only. We monitor servers 24 hours daily for disruptions and provide free support for simple services. Services exceeding 15 minutes incur a flat fee subject to prior agreement.
5.4. The Customer must use services appropriately and refrain from abusive and illegal actions.
5.5. The Customer is responsible for regular backups stored outside our server. For Customer data transmitted to our servers, regular backups are mandatory. Complete data backups must precede any changes made by the Customer or third parties. Data loss requires the Customer to retransmit files or restore data themselves at no cost to us.
VI. Data Protection
6.1. Data processing complies with GDPR. Refer to our privacy policy for details.
6.2. If the Customer processes third-party personal data using our services, the Customer remains solely responsible under data protection law. We process personal data as a processor under Article 28 GDPR only if the Customer concludes a data processing contract with us. This contract is not automatic. We may offer this opportunity through the customer account, supplemented by EU standard contractual clauses if products are located in a third country.
6.3. We warn that we generally cannot determine whether the Customer processes personal data. The Customer must provide necessary information, including whether third-party personal data are processed, the purpose, and data categories and subject classifications. Without a data processing contract with this information, we assume no third-party personal data are processed and will take no data protection measures.
6.4. We warn that given current technology, no all-encompassing internet data transmission protection exists. The Customer is responsible for safety and security of all stored data.
VII. Use by Third Parties
7.1. The Customer may grant third parties contractual use terms for ordered services from ON DIVERSITY LLC or OD CLOUD LIMITED. However, the Customer remains the sole contractual partner and is solely and fully liable for contractual compliance.
7.2. When transferring user rights to third parties, the Customer must ensure all legal and contractual provisions are followed at transfer time. This applies to any changes requiring third-party cooperation.
7.3. If third parties violate contractual obligations, fail to cooperate, provide incorrect or incomplete data, or create other problems with user rights grants, the Customer assumes full liability for resulting damages and indemnifies us from all third-party or other claims.
VIII. Use of Services and Content
8.1. The Customer must check and comply with legal provisions arising from contractual service use, including the Telecommunications Act of 1996, and national and international intellectual property, personal, competition, and data protection rights. The Customer indemnifies us against third-party claims arising from obligation violations.
8.2. The Customer must not publish content infringing third-party rights or violating applicable law. This includes pornographic or obscene material, extremist content, material offending decency, gambling, material endangering children’s morals, and content violating copyrights, name rights, trademark rights, and data protection rights. This also includes defamatory content, insults, or disparagement of persons or groups.
8.3. Spam transmission is prohibited, including unauthorized unsolicited advertising to third parties. False sender data or sender identity disguise when sending emails is prohibited. Cryptocurrency mining operations (including mining, farming, and plotting) are prohibited. We may lock Customer access upon non-compliance.
8.4. When aware of illegal activities, we are obligated under Article 6(1) DSA (Digital Services Act) to request immediate content removal and may lock Customer access.
IX. Liability
9.1. The Customer uses our services at their own risk. We are liable for indirect damages only in cases of intent or gross negligence, not for profit loss. We are liable for culpable non-gross negligent or intentional infringements for foreseeable damages typical of this contract type, up to 100% of the Customer’s monthly product rental price.
9.2. If the Customer violates content obligations in Section 8, particularly regarding legal prohibitions and decency violations, the Customer is liable to us for all direct or indirect damages, including financial losses. The Customer must indemnify us against third-party claims (regardless of legal basis) resulting from the Customer or designated third parties, including all legal defense costs.
X. Warranty
10.1. For goods delivered via post, a 12-month limitation period after delivery applies to defect claims. For used goods delivery, we are not liable for defects. Statutory limitation periods also apply to damage claims for willful and gross negligence and injury to life, limb, and health resulting from intentional or negligent obligation breaches.
XI. Right of Lien
11.1. The Customer grants us a lien on equipment installed by the Customer or third parties in the data center to secure outstanding contractual debts. We may enforce the lien after notifying the Customer of outstanding debts if they remain unpaid 10 business days after notification. Sale surpluses are paid to the Customer.
XII. Cancellation Policy
12.1. The Customer has the right to cancel within fourteen days after contract conclusion without providing reasons. To exercise this right, the Customer must notify us via clear declaration (letter, fax, email, or customer account). A cancellation template is available but not mandatory. Clear notification of cancellation intent before the deadline suffices.
12.2. Upon cancellation, we refund all Customer payments including delivery charges (excluding charges from choosing non-standard delivery) immediately or within fourteen days of receiving cancellation notice. Refunds use the original payment method unless mutually agreed otherwise. The Customer is never charged refund fees.
12.3. If the cancelled item is a service already begun at cancellation, we invoice the Customer for the corresponding pro rata amount.
XIII. Dispute Resolution Procedure
13.1. The EU Commission provides an out-of-court online dispute resolution (ODR) platform at https://ec.europa.eu/consumers/odr. We are neither willing nor obligated to participate in consumer arbitration board procedures.
XIV. Final Provisions and Severability Clause
14.1. These Terms and Conditions and the contractual relationship are governed by United States and European Union laws, excluding the UN Convention on Contracts for the International Sale of Goods and international private law.
14.2. The international and exclusive jurisdiction for all disputes is the most closely related country for the Customer. We may initiate proceedings at the Customer’s place of business. Superordinate statutory provisions on exclusive jurisdiction remain unaffected.
14.3. If any provision is or becomes invalid or unenforceable in whole or in part, remaining provisions remain valid. The same applies if contract omissions are revealed. An appropriate provision replacing the invalid one will apply, corresponding as far as legally possible to the invalid provision’s sense and purpose or the presumed party intent.
