Cloud Services Agreement (SaaS)

Preamble

HydroMapper GmbH, Veritaskai 8, 21079 Hamburg, Germany – hereinafter referred to as "HydroMapper" or "Provider" – develops, distributes, and manages a cloud platform (hereinafter "InfraCloud" or "Software") for the digital asset management of structures. This Cloud Services Agreement governs the rights and obligations between HydroMapper and the customers of HydroMapper's SaaS services. HydroMapper provides its SaaS services exclusively on the basis of this Cloud Services Agreement.

1 Subject of the Agreement

1.1 The subject of this agreement is the provision of the InfraCloud platform for use in the customer's business via the Internet against payment and limited to the duration of the agreement, as well as the provision of storage space on the provider's servers. For this purpose, the customer receives the right to use the software for viewing and managing the visualizations of their structures as described below. 

1.2 Inside InfraCloud, underwater and above-water structures can be viewed clearly and threedimensionally with information on their condition and damage. For this purpose, the status of the structures can be displayed in the form of a full-scale model (a so-called "Digital Twin") based on specific models (such as 3D models, digital orthophotos, digital landscape models) and used in particular for damage visualization and as a basis for maintenance planning. This display and use of the models utilizing InfraCloud is the subject of this contract. First, point clouds of the structures must be generated, for example, using laser scanning, 360° imaging, or photogrammetry. These can then be combined with further information such as drawings or other images. From this, a model of the structures is calculated, which can be displayed in InfraCloud. This upstream surveying and creation of point clouds are not covered by this agreement and are the subject of separate agreements.

1.3 The Provider may also grant the Customer the option to upload self-created surveys of structures that comply with InfraCloud into InfraCloud in order to process them there with the software. This requires a corresponding survey by the Customer using the quality parameters provided by HydroMapper after appropriate training. These surveys are also the subject of separate agreements.

1.4 Depending on the functionality level, various features may be available within InfraCloud. Details can be found in the current version of the InfraCloud price table (hereinafter "Price Table"). In addition, separate AI tools for InfraCloud, which are compensated based on usage, can be booked if described in the Price Table.

2 Provider's Services; Software and Storage Space

2.1 The Provider grants the Customer the use of the latest version of the software for the agreed number of authorized users via the Internet by means of access through a browser.

2.2 The Provider guarantees the functionality and availability of the software during the term of the contractual relationship and will maintain it in a condition suitable for contractual use. The range of functions of the software that can be used by the customer results from the selected tariff from the price list valid at the time the contract is concluded or from the individual agreement between HydroMapper and the customer.

2.3 The aim of InfraCloud is to provide the best possible impression of the state of preservation of the respective structure. The accuracy and quality depend significantly on the data obtained from the survey. Neither the data acquisition itself nor the technical post-processing of survey data (e.g., "post-processing" or meshing) is the subject of this contract.

2.4 The Customer may increase or reduce the number of authorized users of the software as required in accordance with the conditions specified in the price table. After completion of the contract, the Provider will immediately send access data for the corresponding number of authorized users in electronic form, or the Customer can authorize these users for the respective project themselves. If the Customer grants users access to the software to the extent permitted in Annex 1, he must also obligate them to comply with the obligations existing under this agreement and is liable to the Provider for violations by the users.

2.5 Following the conclusion of the contract, the Provider will send the Customer a user manual in electronic form. The user manual can also be viewed at any time while using the software and can be downloaded in a common format.

2.6 The Provider may, without being obliged to do so, update or further develop the software at any time and adapt it in particular due to a change in the legal situation, technical developments, or to improve IT security. In doing so, the Provider will appropriately take into account the legitimate interests of the Customer and inform the Customer in good time about necessary updates. In the event of a significant impairment of the Customer's legitimate interests, the Customer has a special right of termination.

2.7 The provider does not owe an adaptation to the individual needs or the IT environment of the customer.

2.8 The Provider will inform the Customer in good time about any restrictions associated with maintenance. Maintenance is regularly performed outside of standard business hours, unless maintenance must be carried out at another time due to compelling reasons.

2.9 The Provider shall provide the Customer with storage space on its servers in accordance with the price list or an individual offer for the purpose of storing data and using the software. The Provider will ensure that the data can be retrieved as part of the use of the software. The Customer may expand or reduce the storage space volume as required in accordance with the conditions specified in the price table or in an individual offer.

2.10 The Provider will take state-of-the-art measures to protect the data. However, the Provider has no custodial or safekeeping obligations with regard to the data. The Customer is responsible for ensuring sufficient backup of the data. 

3 Scope of Use and Rights of Use        

3.1 A physical transfer of the software to the customer does not take place.

3.2 The Customer receives simple, i.e., non-sublicensable and non-transferable, rights, limited in time to the duration of the contract, to use the Software in its currently valid version for viewing and managing the representation of its structures for the contractually agreed number of users, by accessing it via a browser in accordance with the terms of this contract.

3.3 The Customer may only use the software within the scope of its own business activities using its own personnel. Any further use of the software by the Customer is not permitted.

3.4 Fair Use: Excessive or abusive use of InfraCloud is not permitted. The Provider reserves the right to warn the Customer in the event of excessive or abusive use. In the event of continued excessive or abusive use, HydroMapper reserves the right to charge the Customer for the costs incurred by HydroMapper and to exclude the Customer from using InfraCloud.

4 Support 

The Provider will set up a support service for Customer inquiries regarding the functions of the software. The contact details can be found in the individual customer offer. Inquiries are processed in the chronological order of their receipt.

5 Service Levels; Troubleshooting

5.1 The Provider guarantees a total availability of the platform services during its regular working hours of at least 97.5%. The minimum availability refers to the working hours from Monday to Friday from 9:00 to 17:00 CET (excluding nationwide public holidays) and is calculated on a calendar week basis. Up to four deviations from this regulation per calendar year are deemed permissible, provided that each individual downtime does not exceed two working days. Such deviations do not constitute a breach of this agreement. The assurance of total availability does not apply to the alpha and beta phases of InfraCloud.

5.2 Within the meaning of this agreement, the platform is considered available if there is an uninterrupted connection between the servers on which the software is hosted and the transfer point to the Internet, and the Client can successfully log in and access the software. Failures of the AWS infrastructure or of AWS services are not taken into account when calculating the minimum availability. The measuring instruments used by the Provider in the data center are authoritative for proving availability.

5.3 The Customer must report faults immediately to the contact details specified in the individual customer offer. Fault reports can be sent by email at any time. Telephone reports are only possible during service times – Monday to Friday from 9:00 to 17:00 CET (except for nationwide public holidays). The Provider will resolve any faults that occur as quickly as possible. Due to the different types and possible causes of faults, no flat-rate or guaranteed fault clearance times can be promised. In the event of a fault, the Provider will regularly inform the Client about the progress of the fault clearance measures. Processing of a correctly received fault report begins at the latest within four hours during service times.

6 Obligations of the Customer 

6.1 The Customer must protect and store the access details transmitted to him in accordance with the state of the art against access by third parties. The Customer will ensure that use only takes place to the contractually agreed extent. Unauthorized access must be reported to the Provider immediately.

6.2 The Customer is obliged not to store any data on the provided storage space whose use violates applicable law, official orders, third-party rights, or agreements with third parties.

6.3 Before storing or using data in the software, the Customer will check it for viruses or other harmful components and use state-of-the-art measures (e.g., antivirus software) for this purpose.

6.4 The Customer is responsible for performing regular and adequate data backups.

7 Warranty 

7.1 With regard to granting the use of the software and providing storage space, the warranty provisions of German tenancy law (§§ 535 et seq. BGB) apply.

7.2 The Customer must notify the Provider of any defects without delay.

7.3 The warranty for minor reductions in the suitability of the service is excluded. Strict liability (strict liability without fault) pursuant to Section 536a paragraph 1 of the German Civil Code (BGB) for defects already existing at the time of the conclusion of the contract is excluded.

8 Liability

8.1 The parties are liable without limitation in cases of intent, gross negligence, as well as for culpable injury to life, limb, or health.

8.2 Without prejudice to the cases of unlimited liability pursuant to Section 8 (1), in the event of a slightly negligent breach of duty, the Provider is only liable in the event of a breach of material contractual obligations—meaning obligations whose fulfillment enables the proper execution of the contract in the first place, or whose breach endangers the achievement of the contract purpose and on whose compliance the other party may regularly rely. However, this is limited to the predictable, contract-typical damage at the time the contract was concluded.

8.3 Compensation for consequential damages—in particular lost profits, loss of earnings, unrealized savings, or damages resulting from project delays—is excluded. Furthermore, the Provider is not liable for damages arising from third-party claims against the Customer.

8.4 The foregoing limitations of liability do not apply to liability under the German Product Liability Act (Produkthaftungsgesetz) or under warranties expressively assumed in writing by a party.

8.5 Section 8 applies accordingly for the benefit of employees, legal representatives, and vicarious agents of the parties.

 

9 Legal Defects; Indemnification

9.1 The Provider warrants that the software does not violate any third-party rights. The Provider will indemnify the Customer against all third-party claims arising from intellectual property right infringements for which it is responsible in connection with the contractual use of the software, and will reimburse the costs of reasonable legal enforcement. The Customer will immediately inform the Provider of any third-party claims asserted against him due to the contractual use of the software, and will grant him all necessary powers of attorney and authority to defend the claims.

9.2 The Customer warrants that the content and data stored on the Provider's servers, as well as their use and provision by the Provider, do not violate applicable law, official orders, third-party rights, or agreements with third parties. The Customer will indemnify the Provider upon first request against claims asserted by third parties due to a violation of this section. The Customer is solely responsible for the data uploaded to InfraCloud.

10 Payment and Terms of Payment 

10.1 The Customer pays a usage-based fee to the Provider. The amount is based on the individually agreed offer or the price list. The first billing period begins with the agreed start of use.

10.2 The fee to be paid will be adjusted in the event of changes in the number of users or storage space volume in accordance with the conditions in the current price list.

10.3 Invoicing takes place monthly or annually, depending on the individually agreed offer. The invoice is due for payment within 14 business days.

 
11 Contract Duration and Termination 

11.1 The contract enters into force upon explicit acceptance of the order by the Provider. The minimum contract term is specified in the respective individual agreement with the Customer. Unless a fixed term is agreed in the individual offer, the contract is automatically extended by a further contract year unless it is terminated in writing by one of the parties with a notice period of three (3) months before the end of the respective term. Deviating notice periods agreed elsewhere shall take precedence.

11.2 The right to extraordinary termination for cause remains unaffected. In all cases, termination must be made in writing.

11.3 During the contract term, the platform provides the Customer with features to download and export the data processed by them. The Customer is solely responsible for backing up their data. There is no obligation on the Provider's part to assist with the transfer back or safeguarding of the data.

11.4 The Provider will irretrievably delete all of the Customer's data remaining on its servers 30 days after the end of the contractual relationship, unless there is an explicit agreement to the contrary between the parties. The Provider has no right of retention or lien on the data.   

 

12 Data Protection; Confidentiality

12.1 The parties will comply with the respective applicable data protection regulations.

12.2 As the user of the software, the Customer is the controller under data protection law, while HydroMapper acts solely as a processor. For this purpose, a separate Data Processing Agreement (DPA) is also concluded with this contract. The Provider will process the corresponding personal data solely in accordance with the provisions specified therein and the Customer's instructions.

12.3 The parties undertake to maintain strict confidentiality regarding all confidential information (including trade secrets) that they learn in connection with this contract and its execution, and not to disclose, pass on, or use it in any other way in relation to third parties. Confidential information refers to information that is marked as confidential or whose confidentiality arises from the circumstances, regardless of whether it has been communicated in written, electronic, embodied, or oral form. The confidentiality obligation does not apply if the disclosing party is obliged to disclose the confidential information due to a statutory obligation or a binding administrative or court order. The parties undertake to agree on a regulation identical in content to the preceding paragraph with all employees and subcontractors.

 

13 Final Provisions

13.1 If individual provisions of this contract are or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties will replace such provisions with valid and enforceable provisions that come as close as possible to the meaning, economic purpose, and intent of the parties when the contract was concluded. The same applies in the event of a loophole in the contract.

13.2 There are no verbal or written collateral agreements to this contract. Modifications to this contract and its annexes must be made in writing.

13.3 German law applies, excluding its conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).

13.4 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg.

As of: 2025-07-23

Future versions of this SaaS agreement will be filed here starting now.