Reseller Agreement

1. Appointment and Scope

1.1 Appointment

We appoint you as a non-exclusive reseller of the Services. You purchase the Services from us at wholesale rates and resell them to End Customers in your own name and for your own account. Nothing in this Agreement creates an agency, franchise, employment, or joint venture relationship, and neither party may bind the other.

1.2 Business customers only

The Partner Program is available exclusively to businesses (Unternehmer within the meaning of § 14 BGB). By accepting this Agreement you confirm that you act in a commercial capacity and not as a consumer.

1.3 Territory

You may resell the Services worldwide, subject to Section 14 (Compliance and Export) of our Terms of Service and applicable law.

2. Relationship to Other Terms

2.1 Order of precedence

Your use of the Services and the Partner Portal is also governed by our Terms of Service, Privacy Policy, and Data Processing Agreement, which are incorporated by reference. In case of conflict, this Agreement takes precedence over the Terms of Service with respect to your role as a reseller, as provided in Section 15.1 of the Terms of Service.

2.2 Consumer provisions excluded

Provisions of the Terms of Service that exist for the benefit of consumers (including withdrawal rights and the refund policy in Section 4 of the Terms of Service) do not apply to purchases you make under this Agreement.

3. Registration and Onboarding

3.1 Registration fee

A one-time registration fee of EUR 149.00 (excluding VAT) is payable when your partner account is activated. Where a partner free trial has been agreed, the fee is charged when the trial ends. The fee is not refundable once your account has been activated, except where we terminate this Agreement without cause before you have been able to use the Partner Portal. We may waive the fee at our discretion.

3.2 Onboarding requirements

Before using the Partner Portal you must (a) accept the current version of this Agreement, (b) provide a complete and accurate billing address, including a valid EU VAT identification number where applicable, and (c) provide a valid payment method for automatic collection. We may decline or revoke registrations at our reasonable discretion.

3.3 Accurate information

You must keep your company details, billing address, VAT status, and payment method accurate and current at all times. Tax treatment on our invoices (German VAT, EU reverse charge, or non-EU exemption) is determined by the billing information you provide, and you are responsible for its accuracy.

4. Partner Pricing and Tiers

4.1 Wholesale rates

You purchase the Services at the list prices published in the Partner Portal, less your tier discount. Cloud storage for device workloads is pooled across your End Customers; usage above the pooled included allotments is billed per GB at the published overage rate. Seat-based storage for Microsoft 365 and Google Workspace backup is unlimited and never counts against the pool. There are no minimum purchase commitments and no recurring program fees beyond usage-based charges.

4.2 Partner tiers

Your tier is determined monthly from the previous calendar month's volume, measured at list prices before discount:

Tier	Monthly volume (at list)	Discount
Basic	EUR 0 to 300	15%
Bronze	EUR 301 to 1,500	25%
Silver	EUR 1,501 to 3,000	30%
Gold	EUR 3,001 to 5,999	35%
Platinum	EUR 6,000 and above	40%

Tier changes apply automatically and are visible in the Partner Portal. New partners receive the Bronze discount for an introductory period of three months from registration, regardless of volume.

4.3 Your retail prices

You are free to set your own retail prices toward End Customers, subject to applicable law. Sell prices entered in the Partner Portal are for your own calculations only and never affect what we invoice you.

4.4 Price changes

We may change list prices, overage rates, included storage allotments, and the tier ladder with at least 30 days' notice by email or through the Partner Portal. Changes do not apply retroactively to usage already incurred.

5. Billing and Payment

5.1 Metered monthly billing

Usage is metered per device, seat, add-on, and GB of storage overage across all your End Customer tenants and billed monthly in arrears per calendar month. The invoice reflects actual usage recorded by the Services during the billing period.

5.2 Automatic collection

Invoices are charged automatically to your default payment method. You must maintain a valid payment method at all times. Section 5.6 (Late Payment) and related provisions of the Terms of Service apply to failed and late payments; we may additionally suspend Partner Portal access and the provisioning of new End Customer tenants while invoices remain unpaid.

5.3 Taxes

All prices are exclusive of VAT and similar taxes. German VAT is added where required by law. For business customers in other EU member states with a valid VAT identification number, the reverse charge mechanism applies. Supplies to partners outside the EU are not subject to German VAT.

5.4 Billing disputes

You must raise invoice disputes within 30 days of the invoice date. Undisputed portions remain payable. Usage data recorded by our systems is authoritative absent manifest error.

6. Free Trials

Where we grant a partner free trial, usage during the trial period is not billed and the registration fee is deferred until the trial ends. You may also create trial tenants for prospective End Customers through the Partner Portal; trial usage is not billed until you convert the tenant to active status. We may set reasonable limits on the number and duration of trials and may convert or deactivate stale trials after notice.

7. Inactivity and Dormancy

The Partner Program has no minimum volumes. However, if your account records zero billable usage for six consecutive months, we may suspend it after prior warnings. Reactivation after a dormancy suspension requires payment of the registration fee (Section 3.1) again. We may terminate accounts that remain dormant for an extended period in accordance with Section 11.

8. Partner Obligations

You agree to:

• Provide first-level support to your End Customers; we support you, not your End Customers directly
• Maintain accurate records of your End Customers and their service allocations
• Ensure your End Customers' use of the Services complies with the acceptable use provisions of our Terms of Service, and impose contractual terms on End Customers that are no less protective of the Services than those provisions
• Keep your Partner Portal and Acronis console credentials secure and manage End Customer access responsibly
• Comply with all applicable laws, including data protection, consumer protection, tax, and export laws relevant to your resale
• Not make representations, warranties, or commitments about the Services beyond those we publish
• Not use the Services or the Partner Program to build or support a competing service

9. End Customers and Data Protection

9.1 Your customer relationship

End Customers are your customers. You are responsible for your contracts with them, your pricing, your invoicing, and your support obligations. We have no contractual relationship with your End Customers unless separately agreed.

9.2 Data processing

Backup data of your End Customers is processed in accordance with our Data Processing Agreement, which applies to you as our customer. Where your End Customers' data contains personal data, you are responsible for having the required data processing arrangements in place with your End Customers, with us acting as your sub-processor as described in the DPA.

9.3 Data minimisation

We do not require personal data of your End Customers' staff for billing. Contact details you optionally provide during tenant creation are passed to the backup platform for tenant administration and are not retained in our billing systems.

9.4 After termination

Your End Customers' backup data is retained and deleted in accordance with the data retention provisions of the Terms of Service and the DPA. You are responsible for migrating or exporting End Customer data during the wind-down period described in Section 11.4.

10. Branding and Marketing

You may identify yourself as a euBackups partner and use the euBackups name and logo to promote the Services, in accordance with our brand guidelines and subject to revocation. You must not register domains, trademarks, or social media handles containing our marks, bid on our brand terms in paid search, or alter our marks. The Services are provided under euBackups branding; white-label options, where offered, are agreed separately.

11. Term, Suspension, and Termination

11.1 Term

This Agreement runs for an indefinite term from acceptance.

11.2 Termination for convenience

Either party may terminate this Agreement with 30 days' written notice (email suffices). You remain liable for usage-based charges incurred up to the effective date of termination.

11.3 Suspension and termination for cause

We may suspend or terminate this Agreement with immediate effect for good cause, including material breach of this Agreement or the Terms of Service, non-payment after reminder, insolvency, unlawful resale practices, or misuse of the Services. Where the breach is curable, we will give you reasonable notice to cure before termination.

11.4 Effect of termination

Upon termination, your Partner Portal access ends and no new End Customer tenants may be created. Existing End Customer tenants remain operational for a wind-down period of 30 days (or longer where we agree) so that you can migrate End Customers, after which they are deactivated and data is deleted in accordance with the Terms of Service. Outstanding usage is invoiced and collected on the normal schedule. Sections 9, 12, 13, and 14 survive termination.

12. Warranties and Liability

12.1 Service warranties

The warranty and disclaimer provisions of Section 9 (Warranties and Disclaimers) and Section 10 (Limitation of Liability) of the Terms of Service apply to the Services you resell, with liability toward you capped at the amounts you paid us in the 12 months preceding the event giving rise to the claim, except in cases of intent, gross negligence, injury to life, body, or health, or liability under mandatory law.

12.2 Your End Customer commitments

We are not liable for commitments you make to End Customers that exceed what we owe you under this Agreement. You will indemnify us against third-party claims arising from your resale activities, your marketing representations, or your breach of this Agreement, in accordance with Section 11 (Indemnification) of the Terms of Service.

13. Changes to this Agreement

We may amend this Agreement with at least 30 days' notice by email or through the Partner Portal. For material changes, you will be asked to accept the new version in the Partner Portal; the accepted version and date are recorded on your account. If you do not agree to an amendment, you may terminate under Section 11.2 before it takes effect; continued use of the Partner Program after the effective date constitutes acceptance.

14. General Provisions

14.1 Entire agreement

This Agreement, together with the documents referenced in Section 2.1, constitutes the entire agreement between the parties regarding the Partner Program and supersedes prior discussions. Individually negotiated written agreements take precedence over this Agreement.

14.2 Assignment

You may not assign this Agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger or sale of business.

14.3 Severability

If any provision is held invalid, the remainder stays in effect and the invalid provision is replaced by a valid one that most closely reflects its commercial intent.

14.4 Governing law and jurisdiction

This Agreement is governed by German law, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction is Berlin, Germany.

14.5 Language

This Agreement is concluded in English. Translations, where provided, are for convenience only; the English version governs.

14.6 Contact

European Web Services SG UG (haftungsbeschränkt), Scharnhorststraße 24, 10115 Berlin, Germany. Email: team@eubackups.com. See our Imprint for full company details.