General Terms and Conditions for Business Customers (B2B) - Online Shop

§ 1 Scope, Contract Language

(1) These General Terms and Conditions (GTC) apply to all contracts concluded between you and us, Hive Solutions GmbH, Gimbsheimer Str. 7, 67577 Alsheim, registered with the Commercial Register of the Local Court (Amtsgericht) Mainz under HRB 49642, VAT ID: DE330564082, represented by the managing directors Lukas Ratheiser and Pascal Giloth (https://zentislabs.com/legal/legal-notice), via this online shop, exclusively with entrepreneurs within the meaning of § 14 BGB (hereinafter referred to as “Customers”). Contracts with consumers within the meaning of § 13 BGB are not concluded.

(2) The only language available for the conclusion of the contract is German. Translations of these terms and conditions into other languages are for information purposes only. In the event of discrepancies between the language versions, the German text shall prevail.

§ 2 Applicable Law

The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

§ 3 Conclusion of Contract

(1) The presentation of products in our online shop does not constitute a legally binding offer but rather an invitation to place an order (invitatio ad offerendum).

(2) By completing the order process and confirming the obligation to pay, you submit a binding offer to purchase the selected products. Immediately after sending the order, you will receive an order confirmation. A contract between you and us is concluded as soon as we activate the digital services.

(3) You can select products available in our online shop for purchase. During the order process, the key product details including any applicable costs are summarised for your review. Up to the final confirmation, you can correct your entries or cancel the process. The binding offer within the meaning of paragraph 2 is only made upon final payment confirmation.

§ 4 Correction Notice

During the order process, you first select the desired products. You can change quantities or remove items at any time. You will then be guided through the ordering process where you can enter your details and select the payment method. Before final confirmation, an overview page will open where you can review and correct your information. You may cancel the order process entirely by closing your browser window. Otherwise, by confirming payment, your declaration becomes binding within the meaning of § 3 para. 2 of these GTC.

§ 5 Storage of the Contract Text

The contractual provisions, including details of the ordered products and these Terms and Conditions, will be sent to you by email with the acceptance of your offer or corresponding notification. We do not store the contract text beyond this.

§ 6 Collection, Storage and Processing of Your Personal Data

(1) You can order products in our online shop as a registered user. As a user, you do not need to re-enter your data for each order but can log into your customer account via your Discord or GitHub account before or during the order process.

(2) To execute and process an order, we require the following data from you:

– First and last name / company name and contact person
– Email address
– Postal address

(3) If you wish to create a customer account, we also require a password chosen by you in addition to the data specified in paragraph 2, unless the account is created automatically.

(4) The data you provide will be used without separate consent exclusively for fulfilling and processing your order(s). You can opt out of advertising use in your customer dashboard at any time. Any further use of your personal data for market research or to improve our offers requires your explicit consent. You may provide this consent voluntarily before placing your order. The consent can be viewed and revoked at any time on our website.

(5) The data you provide will remain stored in your customer account until you delete it yourself. Beyond that, we store your data only as required by tax and commercial law.

(6) If your personal details change, you are responsible for updating them yourself. All changes can be made online after logging in under “My Account.”

§ 7 Payment Terms

The purchase price is due immediately upon ordering. All prices are shown as net prices and are subject to the applicable statutory VAT. Payment is made by credit card via our payment service provider Stripe (we use the “SSL” encryption protocol for your personal data). In addition to a one-time payment model, a subscription payment model is also offered:

(1) Automatic top-up of data volume: automatic top-up is off by default. The customer switches it on separately for each product in the dashboard and chooses a threshold and a top-up amount (both in GB) and a monthly spending cap. When the remaining data volume of that product is at or below the threshold, the stored payment method is charged for the chosen top-up amount at the price per GB applicable at that time, unless the charge would exceed the monthly spending cap, and the volume is credited to the account. The customer can change or switch off automatic top-up at any time with effect for future top-ups.

§ 8 Delivery Conditions

We activate digital products according to the agreements made with you.

§ 9 Right of Withdrawal

There is no statutory right of withdrawal for business customers. As the products we offer are digital in nature (e.g., proxies, access credentials, VPS servers), execution begins immediately after conclusion of the contract. The right of withdrawal is therefore excluded; it expires upon purchase or upon commencement of the contract's execution.

§ 10 Warranty for Goods and Services

(1) If the goods purchased and delivered through our online shop (physical or digital, e.g., proxies) are defective, you are entitled, under statutory provisions, to request subsequent performance, withdraw from the contract, or reduce the purchase price.

(2) In the case of provision of VPS servers, this constitutes a service in which we guarantee the functionality and accessibility of the server hardware and operating system. We assume no warranty or liability for the customer's data stored on the server. The customer is solely responsible for the regular and complete backup of their data (§ 11 para. 5).

(3) The limitation period for warranty claims for delivered goods is two years from receipt of the goods. Claims for defects that were fraudulently concealed by us are subject to the regular statutory limitation period.

(4) Warranty rights also exist under any express durability or quality guarantees we may have granted in individual cases.

§ 11 Limitation of Liability

(1) We are liable for intent and gross negligence. We are also liable for negligent breaches of essential contractual obligations (cardinal obligations), i.e., obligations that enable proper fulfilment of the contract and on whose observance you regularly rely. In such cases, however, liability is limited to foreseeable, typical contractual damage. We are not liable for slightly negligent breaches of other obligations. The above exclusions do not apply in cases of injury to life, body, or health. Liability under the Product Liability Act remains unaffected.

(2) Data communication over the Internet cannot be guaranteed to be error-free and/or available at all times according to the current state of technology. We are not liable for the continuous and uninterrupted availability of our online trading system.

(3) We point out that the use of our offered proxies may violate the terms of certain online services.

(4) We are not liable for damages resulting from your self-determined use of the proxies we provide.

(5) The customer is solely responsible for the regular and proper backup of data stored on VPS servers provided by us. This also includes backing up data prior to any planned or automated deletion of the server (e.g., after contract termination or inactivity). We do not provide data backup services unless expressly and separately agreed.

(6) In the event of data loss on VPS servers, we are liable for slight negligence only for the damage that would also have occurred with proper, regular, and complete data backup by the customer. Liability for data restoration is excluded. In cases of gross negligence or intent, liability remains unaffected in accordance with paragraph 1.

§ 12 Usage Rights and Intellectual Property

(1) The digital product distributed by us and all intellectual property and copyright rights therein remain the property of Hive Solutions GmbH at all times.

(2) You agree that you will under no circumstances claim or attempt to claim ownership of the intellectual property or copyright of the product distributed by us.

(3) By purchasing our product, we grant you a non-exclusive, non-sublicensable, and non-transferable right of use to the product. The duration of the usage right is determined by the remaining data volume or the agreed usage period.

(4) You are not permitted to resell, rent, gift, or allow third parties to resell, rent, or gift the digital product you purchased.

(5) Should we detect inconsistencies or misuse of our product by you during the usage period or at any other time, we reserve the right to revoke access to the product and restrict or terminate its functionality.

§ 13 Acceptable Use Policy

ZentisLabs services may only be used for lawful purposes. The following activities are strictly prohibited:

• Any activity that violates applicable local, national, or international law
• Sending spam, unsolicited bulk email, or phishing messages
• DDoS attacks, port scanning, or any form of network abuse
• Distribution of malware, ransomware, or exploit kits
• Scraping in violation of a website's terms of service where such violation constitutes a criminal offence
• Copyright infringement or theft of intellectual property
• Identity theft, fraud, or impersonation
• Unauthorised access to third-party systems (hacking)
• Child exploitation material - zero tolerance, reported to law enforcement immediately

Violations result in immediate account suspension without refund. We reserve the right to report illegal activity to the appropriate authorities and to pursue legal action for damages.

§ 14 Fair Use & Rate Limits

Certain plans include fair-use limits on concurrent connections and request rates. If your usage materially exceeds the plan's documented limits, we may throttle connections or ask you to upgrade. We will always notify you before taking action.

§ 15 Availability and SLA

We target 99.9% monthly uptime for proxy gateway endpoints. Scheduled maintenance windows are announced at least 48 hours in advance and are excluded from SLA calculations. If uptime falls below 99.9% in a calendar month (excluding scheduled maintenance), affected customers may request service credits proportional to the downtime. Credits are capped at 30% of that month's fees and must be claimed within 14 days.

§ 16 VPS / Server Terms

• A server is provided for the period paid for. It expires at the end of that period unless it is renewed.
• When a server expires without being renewed, it is permanently deleted at expiry together with all of its data, IP addresses and snapshots. Deleted servers and their data cannot be recovered. ZentisLabs is not responsible for data loss due to non-renewal.
• Before a server that will not be renewed expires, ZentisLabs sends reminder e-mails to the e-mail address of the account: about 72 hours before expiry (terms longer than 3 days), about 24 hours before expiry (terms longer than 1 day) and about 6 hours before expiry. If the renewal payment of a monthly server fails, the reminders start once the payment has failed.
• Monthly servers renew automatically at the end of each paid month while the subscription is active. If a renewal payment fails, the server is not renewed and is deleted at the end of the paid period plus one day. Servers with a shorter term (daily, 3 days, weekly) do not renew automatically; they can be extended in the dashboard before they expire.
• A server terminated by the Customer is deleted immediately and cannot be recovered.
• The Customer is solely responsible for maintaining backups of all server data.
• Each VPS order includes one free server recreation (OS reinstall). Additional recreations may be subject to a fee.
• The monthly traffic allowance of each plan is stated on the order page. Traffic beyond it is billed at $0.0125 per GB (the EUR price is shown at checkout), at the end of each month and before a server is deleted. If this payment fails, ZentisLabs may stop the server.
• If ZentisLabs detects abuse or a violation of the Acceptable Use Policy (§ 13), including abuse reports from our infrastructure provider or from third parties (for example spam, attacks, port scanning, malware, phishing or illegal content), ZentisLabs may stop or delete the server immediately and without prior notice. No refund is given for the remaining term, and costs caused by the abuse (for example traffic or provider fees) may be charged to the Customer.

§ 17 Proxy Terms

• Purchased proxy bandwidth is non-expiring and rolls over indefinitely.
• Proxy credentials are for single-account use only and may not be shared with third parties.
• Reselling of proxy access is prohibited without prior written consent from ZentisLabs.
• ZentisLabs may suspend proxy access immediately if abuse or violation of the Acceptable Use Policy (§ 13) is detected.

§ 18 ISP Proxy Terms

• ISP proxies are billed on a daily or monthly basis depending on the selected plan.
• Each ISP proxy order includes one free IP swap. Additional swaps may be subject to availability or a fee.
• IP addresses are permanently released and cannot be recovered if the order is not renewed before expiry.

§ 19 Indemnification

You agree to defend, indemnify, and hold harmless Hive Solutions GmbH, its managing directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including but not limited to reasonable legal fees and court costs) arising from: (a) your use or misuse of our services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) infringement of any third-party rights, including intellectual property rights; or (e) any content or data you transmit through our infrastructure. This indemnification obligation shall survive the termination of these Terms and your account.

§ 20 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power failures, internet outages, or failures of third-party infrastructure providers. The affected party shall notify the other party without undue delay and use reasonable efforts to mitigate the effects.

§ 21 Termination

• You may cancel your account at any time from the dashboard or by emailing support@zentislabs.com.
• Pay-as-you-go plans terminate immediately; unused balance is non-refundable but can be used until depletion.
• Monthly subscriptions remain active until the end of the current paid period.
• We may terminate or suspend your account with immediate effect for breach of these Terms.
• Upon termination, your data is deleted within 30 days (subject to legal retention requirements).

§ 22 Modifications to Terms

We may amend these Terms at any time. Material changes will be communicated via email at least 30 days before taking effect. Continued use of our services after the effective date constitutes acceptance. If you do not agree, you may terminate your account before the changes take effect.

§ 23 Data Processing

We process personal data in accordance with the EU General Data Protection Regulation (GDPR) and our Privacy Policy. By using our services, you acknowledge that you have read and understood our Privacy Policy.

§ 24 Dispute Resolution

We are neither willing nor obligated to participate in dispute resolution proceedings before a consumer arbitration board. The exclusive place of jurisdiction is the court competent for the registered seat of Hive Solutions GmbH in 67577 Alsheim. We encourage customers to contact us directly at legal@zentislabs.com before initiating any formal proceedings.

§ 25 Final Provisions

(1) These General Terms and Conditions are complete and final. Amendments or additions should be made in writing to avoid ambiguities or disputes between the parties regarding the contractual content.

(2) If, at the time of contract conclusion, you had your residence or habitual residence in Germany and later relocate outside Germany, or if your residence or habitual residence is unknown at the time of filing a lawsuit, the place of jurisdiction for all disputes shall be our company's registered office in 67577 Alsheim.

(3) The regulations on consumer dispute resolution (in particular Regulation (EU) No. 524/2013 and § 36 VSBG) do not apply, as contracts are concluded exclusively with business customers.

(4) Should individual provisions of this contract be or become invalid, the remainder of the contract shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the original economic intent.

§ 26 Contact

For questions about these Terms, contact us at legal@zentislabs.com. For general support, reach us at support@zentislabs.com.