Licence Agreement

• Part A · Licence
• Annex 1 · Cloud
• Annex 2 · Data processing
• Annex 3 · Community Edition
• Right of withdrawal

The licensor is dal33t GmbH, Rheinpromenade 4a, 40789 Monheim am Rhein, Germany, registered with the local court of Düsseldorf under HRB 79870, represented by its managing director Christian Sprajc (“dal33t”). The licensee is the natural or legal person obtaining PowerFolder (the “Customer”).

Version: 16 August 2026. This version replaces the licence agreement dated 10 February 2020.

Software licence agreement

§ 1 Subject matter and editions

PowerFolder is software for synchronising, sharing and backing up files. It is offered in several editions that differ in scope, number of users and mode of operation:

• Free — a free account in the PowerFolder Cloud for one person with limited storage. Part A, Annex 1 and Annex 2 apply.
• Community Edition — a free, self-hosted server licence for up to 50 users. Part A applies, supplemented by Annex 3.
• Cloud — a service operated by dal33t, billed per user and month. Part A, Annex 1 and Annex 2 apply.
• Enterprise — a server licence for operation on your own infrastructure, with maintenance and support under a separate offer. Part A applies.

The specific scope follows from the edition chosen, from the service description in force at the time the contract is concluded and from any individual offer. In case of doubt the individual offer prevails.

§ 2 Conclusion of contract

The presentation of the editions on the website is not a binding offer. A contract is concluded by registering an account, by accepting an offer or by taking out a paid subscription. Trial access and the Community Edition constitute a contract of use free of charge.

dal33t stores the contract text; the Customer receives it in text form together with the order confirmation.

§ 3 Rights of use

dal33t grants the Customer a simple, non-exclusive, non-transferable right, limited to the term of the contract, to use PowerFolder within the agreed scope. The right is unrestricted territorially. By way of exception, the right to use the Community Edition is granted for an unlimited period in accordance with Annex 3.

Licensing is by number of users. One licence per person entitles that person to use the software on any number of devices. If the number of users permanently exceeds the licensed number, the licence must be extended accordingly; the extension is billed pro rata. A reduction takes effect at the end of the current billing period.

The Customer may create backup copies to the extent required for proper operation. Any further reproduction requires consent.

Rights in the brand, name, logos and design remain with dal33t. Use of these signs requires a separate agreement; white-label use is governed by the partner agreement.

§ 4 Transfer, rental and operation for third parties

The Customer must not pass on, rent out or sub-license the software to third parties. Employees of the Customer and persons present at the Customer's premises for the contractual use are not third parties.

Operating the software for third parties — in particular as a hosted service or as part of the Customer's own offering — is permitted only where expressly agreed. Such use is governed by the Enterprise or partner agreement; the scope required for it is part of the Enterprise edition.

Operating it on infrastructure owned or rented from a hosting, IaaS, cloud or colocation provider for the Customer's own purposes does not count as operating it for third parties.

Operation for legally affiliated companies and, in the higher education and public sector, for institutions of the same consortium or public body is permitted as long as the licensed number of users is not exceeded.

On a permanent transfer of the licence to a third party the Customer's rights lapse. The transfer requires the Customer to delete all copies, to confirm this to dal33t in text form, and the acquirer to accept these terms. Case law on the exhaustion of the distribution right remains unaffected.

§ 5 Modification and reverse engineering

The Customer must not reverse engineer, decrypt, alter or adapt the software except where the law mandatorily permits it. The rights under sections 69d and 69e of the German Copyright Act remain unaffected; before decompiling to establish interoperability the Customer will request the necessary information from dal33t, allowing a reasonable period.

Before remedying a defect itself, the Customer will give dal33t a reasonable opportunity to cure it.

§ 6 Customer obligations

The Customer keeps access credentials confidential, protects administrative accounts with a second factor and notifies dal33t without undue delay of any suspected misuse. For self-hosted installations the Customer is responsible for operating, updating, securing and backing up its own systems.

The Customer ensures that content stored by it or its users infringes neither the rights of third parties nor statutory prohibitions.

§ 7 Remuneration, price changes and late payment

Remuneration follows the price list in force when the contract is concluded, or the individual offer. All prices are exclusive of statutory value added tax unless expressly stated as gross. Subscriptions are billed in advance for the chosen billing period.

Towards businesses, dal33t may change the prices of running subscriptions with six weeks' notice in text form, effective from the start of the next billing period. The Customer may then terminate the contract extraordinarily with effect from the date the change takes effect; the notice will point this out. Without such notice a price change does not take effect.

Towards consumers, price changes during a running contract require express consent, unless a deviating provision permitted by law applies.

If the Customer is in default, statutory default interest applies: nine percentage points above the base rate towards businesses, five percentage points towards consumers. Towards businesses dal33t may additionally claim the flat fee under section 288 (5) of the German Civil Code. Towards consumers, default occurs 30 days after the invoice falls due and is received only if the invoice pointed this out.

If payment is more than 14 days overdue after a reminder, dal33t may restrict access until payment is received. The Customer's data is not affected and is not deleted; number 6 of Annex 1 applies accordingly.

§ 8 Updates and version changes

dal33t provides updates within the agreed maintenance. This agreement applies to them. Where dal33t provides a new major version, the Customer may continue to use the previous version in production for a further twelve months; security maintenance for the previous version ends when that period expires.

§ 8a Special provisions for consumers regarding digital products

Where sections 327 et seq. of the German Civil Code apply, dal33t provides consumers, during the period relevant under statute, with the updates required to maintain conformity with the contract, including security updates, and informs them of their availability.

Changes to a digital product supplied continuously that go beyond what is required to maintain conformity with the contract may be made by dal33t in particular for technical, security-related, legal or functional reasons, provided this causes the consumer no additional cost.

The consumer is informed of such changes clearly and comprehensibly. Where a change impairs access or usability more than insignificantly, the information is provided on a durable medium within a reasonable period before the change, together with a reference to the consumer's statutory rights.

§ 9 Defects

The statutory provisions on defects apply. Where the software is provided for a period against payment, dal33t owes the maintenance of its contractual condition; section 536a (2) of the German Civil Code (self-remedy) and the no-fault liability under section 536a (1) are excluded to the extent legally permissible.

The software is developed according to the state of the art. Software cannot be warranted to be entirely free of errors; a defect exists where fitness for the contractual use is impaired more than insignificantly.

§ 10 Liability

(1) dal33t is liable without limitation for intent and gross negligence and for culpably caused injury to life, body or health. Liability for fraudulently concealing a defect, to the extent of an expressly given guarantee, and liability in accordance with the German Product Liability Act remain unaffected.

(2) In cases of simple negligence dal33t is liable exclusively for breach of a material contractual obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely. Liability is then limited to the loss foreseeable at the conclusion of the contract and typical of this type of contract. Liability for simple negligence is otherwise excluded.

(3) Towards businesses, dal33t's total liability for all damaging events within a contract year that are based on simple negligence is additionally limited to 100 % of the net remuneration owed for the contract concerned in that contract year. Where the contract term is shorter than twelve months, the net remuneration owed for that term applies. The limitation to the foreseeable loss typical of this type of contract applies alongside it.

(4) Towards businesses, in cases of simple negligence dal33t is in particular not liable for indirect damage, consequential damage, lost profit, savings not realised, interruption of production or operations, or claims of third parties, unless such damage is covered by liability under paragraph 2 as a foreseeable consequence, typical of this type of contract, of the breach of a material contractual obligation.

(5) For loss of data dal33t is liable under the preceding paragraphs only up to the effort that would have been required to restore the data given proper and regular backups appropriate to the risk. This does not apply where dal33t has expressly assumed the backup as a primary contractual obligation of its own and the damage results precisely from breaching that obligation.

(6) The above limitations of liability also apply in favour of dal33t's legal representatives, employees, corporate bodies and agents.

(7) For services provided free of charge, in particular Free accounts, trial access and the Community Edition, dal33t is liable only under the statutory provisions that apply mandatorily to services free of charge and for intent and gross negligence. Mandatory liability for injury to life, body or health, for fraud, for expressly given guarantees and under the German Product Liability Act remains unaffected.

(8) The above provisions do not alter the statutory burden of proof.

§ 11 Term and termination

Subscriptions are concluded monthly or annually. Monthly contracts may be terminated with one month's notice to the end of the respective billing period.

Towards businesses, an annual contract renews for a further twelve months unless terminated with three months' notice to the end of the respective contract term. This applies to the initial term and to every renewal period alike.

Towards consumers, an annual contract may be terminated with one month's notice to the end of the initial term. If it is not terminated it continues for an indefinite period and may then be terminated at any time with no more than one month's notice (section 309 no. 9 of the German Civil Code).

Consumers may terminate contracts concluded online at any time using the “Cancel contracts here” button in the customer account (section 312k of the German Civil Code). Termination in text form is possible as well. The right to terminate for cause remains unaffected.

After the contract ends, dal33t keeps the stored content available for export for 30 days and then deletes it, unless a statutory retention obligation prevents this. Deletion is confirmed in text form on request.

For Free accounts the special provisions in Annex 1 no. 8 apply in addition.

§ 12 Use as a reference

Where the Customer is a business, a legal person under public law or a special fund under public law, dal33t may name the Customer's name, company or business designation and the fact of the business relationship for reference, marketing and sales purposes, in particular on websites, in customer and reference lists, presentations, press information and sales material.

The Customer may object to this use at any time in text form with effect for the future. On receipt of the objection dal33t removes the mention within a reasonable period from the digital media under dal33t's control. Printed or other material already produced that cannot be changed afterwards need not be recalled or destroyed.

The mention must not create the incorrect impression that the Customer recommends or endorses dal33t or PowerFolder beyond the existing business relationship.

Using the Customer's logos, figurative marks or other corporate design, and publishing testimonials, case studies, specific project information, performance data or any other information going beyond the mere fact of the business relationship, requires the Customer's prior consent in text form.

Deviating individual agreements, in particular confidentiality agreements or express prohibitions on references, take precedence over this provision.

Consumers are not named as references without their prior express consent.

§ 13 Changes to this agreement

dal33t notifies the Customer of changes to this agreement in text form at least six weeks before they take effect. If the Customer does not object before they take effect, the changes are deemed accepted; the notice will point this out along with the right to object. If the Customer objects, either party may terminate the contract with effect from the date the changes take effect. Changes to essential elements of the contract require express consent unless this agreement contains a more specific provision. § 7 alone governs price changes.

§ 14 Export control and sanctions

The Customer complies with applicable export control and sanctions rules and does not use PowerFolder in breach of them.

§ 15 Final provisions

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. Towards consumers this choice of law applies only to the extent that it does not deprive them of the protection of mandatory provisions of the country of their habitual residence (Art. 6 (2) Rome I Regulation).

The exclusive place of jurisdiction for disputes with merchants, legal persons under public law and special funds under public law is Düsseldorf. dal33t may also sue at the Customer's general place of jurisdiction. Towards consumers the statutory places of jurisdiction apply.

dal33t is neither willing nor obliged to take part in dispute resolution proceedings before a consumer arbitration body.

Should any provision be or become invalid, the validity of the remaining provisions is unaffected. The statutory rules take the place of the invalid provision.

The General Terms and Conditions of dal33t GmbH apply in addition. In case of conflict, this agreement prevails.

Online storage agreement

This annex applies in addition to Part A where the Customer stores data in the PowerFolder Cloud operated by dal33t. It does not apply to self-hosted installations.

1 Service

dal33t provides the Customer with storage and the associated services for storing, retrieving, sharing and editing data. Access is through the PowerFolder applications, the web portal, WebDAV and the documented interface.

2 Data location

The content data the Customer stores in the PowerFolder Cloud service — in particular files, folders, versions and the file metadata directly associated with them — is stored exclusively in data centres in Germany.

This does not cover personal data processed for contract administration, billing, communication, support handling, fault analysis, IT security or comparable supporting processes. For such data dal33t may engage suitable service providers and sub-processors. Processing in countries outside the European Union or the European Economic Area is permitted where the requirements of the GDPR, in particular Art. 44 et seq. GDPR, are met.

In particular, support requests and the information the Customer voluntarily provides as part of a support request may be processed through the support systems used for that purpose.

The content data stored in PowerFolder is not transferred to such support or administration services merely because those services are used. Where the Customer itself submits files, logs, screenshots or other content as part of a support request, that content is subject to the data protection and processing rules applying to the support service concerned.

Details of sub-processors and international transfers follow from the data processing agreement (Annex 2). dal33t is subject exclusively to German and European law and has no establishments outside the Federal Republic of Germany.

3 Availability and maintenance

dal33t provides availability of 99.9 % on a monthly average; different figures may be agreed separately for the Enterprise edition. Announced maintenance windows and faults for which dal33t is not responsible do not count as downtime.

dal33t announces planned maintenance at least 48 hours in advance and carries it out outside usual business hours. Security-critical updates may be applied without notice; the Customer is informed without undue delay.

4 Backup

dal33t stores the data redundantly. In addition, PowerFolder keeps versions of overwritten and deleted files; deleted files are moved to the recycle bin of the respective workspace and can be restored from there. The Customer configures the extent and duration of versioning per folder. There is no claim to the surrender of backup media.

The backup performed by dal33t does not replace the Customer's own backup of data whose loss would cause substantial damage.

5 Storage quota

The Customer purchases a storage quota. On reaching 90 percent, dal33t points this out in the product. Once the quota is exhausted, further uploads are blocked; read, download and delete access to existing data remains available. Access is not withdrawn entirely because a quota has been exceeded.

6 Unlawful content

The Customer does not store content that breaches law, official orders or the rights of third parties, nor content that endangers the security or integrity of the systems.

Where there is a concrete suspicion, dal33t blocks only the content concerned and informs the Customer without undue delay, stating the reason. The Customer is given the opportunity to comment and, where possible, to remedy. Blocking the entire account or deleting data is considered only where a milder measure is not sufficient or where a court or public authority has ordered it. dal33t does not review content without cause.

7 Confidentiality and access

dal33t accesses the Customer's content only to the extent necessary to provide the service, to remedy a fault at the Customer's request, or because of a legal obligation. Access is logged. dal33t complies with an order of a third-country authority only where it is enforceable under European or German law.

8 Remuneration, term and termination

§ 7 and § 11 of Part A apply accordingly. After the contract ends the data is available for export for 30 days and is then deleted.

Free accounts. Free accounts are provided without charge and without any claim to permanent availability. dal33t may terminate or discontinue the Free offering as a whole, or individual Free accounts, at any time with 30 days' notice in text form.

Free accounts that have not been used for at least six months may be terminated by dal33t with 30 days' notice. dal33t informs the Customer electronically beforehand of the forthcoming termination and of the option to use the account again within that period or to export the data. Active use again within the period prevents a termination based on inactivity alone.

dal33t may block or terminate a Free account with immediate effect for good cause. Good cause exists in particular in the case of:

• unlawful use,
• misuse of the service,
• serious or repeated breaches of these contract terms,
• endangering the security or integrity of the systems,
• attacks on the infrastructure or on other users,
• circumvention of technical usage limits,
• automated or unusual use that impairs the stability of the service,
• requirements of a public authority or a court,
• or where dal33t cannot reasonably be expected to continue the contract, weighing the interests of both parties.

Unless immediate deletion is required by law or strictly necessary to avert an immediate security risk, the data remains available for export for 30 days after the Free account ends and is then deleted permanently.

dal33t is not obliged to restore a discontinued or terminated Free account, or to keep stored data beyond the export period.

Mandatory statutory rights of the Customer, in particular mandatory consumer rights, remain unaffected.

Data processing agreement under Art. 28 GDPR

This annex applies where dal33t processes personal data on behalf of the Customer as part of the PowerFolder Cloud. The Customer is the controller within the meaning of the GDPR; dal33t is the processor.

1 Subject matter, duration, nature and purpose

The subject matter is the storage, provision, transfer and deletion of the data entered by the Customer and its users, and its processing in order to provide the services described in Annex 1. Processing continues for as long as the online storage agreement is in force.

2 Types of data and categories of data subjects

Types of data: master and contact data of users (name, e-mail address, organisational affiliation), log data (time, IP address, operation) and all content data the Customer enters. The Customer alone decides what the files contain; they may include special categories under Art. 9 GDPR.

Data subjects: employees, students, members, customers of the Customer and external recipients of its shares.

3 Instructions

dal33t processes the data only on documented instructions from the Customer, unless required to do otherwise by law; in that case dal33t informs the Customer before processing unless the law prohibits it. Where dal33t considers an instruction unlawful, it says so and may suspend execution.

4 Confidentiality

The persons involved in the processing are bound to confidentiality and instructed in data protection requirements.

5 Technical and organisational measures

dal33t implements the measures required by Art. 32 GDPR. These include encrypted transfer, encrypted storage, tenant separation, a role-based permission system, multi-factor authentication, logging of security-relevant events with connection to SIEM systems, and regular external security testing. The current description is available as the Security Information and forms part of this agreement. dal33t may develop the measures further as long as the level of protection is not reduced.

6 Sub-processors

The Customer consents to the use of the following sub-processors.

For storing content data (Annex 1 no. 2, first paragraph) — exclusively in Germany:

• Hetzner Online GmbH, Gunzenhausen — data centre operation, Falkenstein (Germany), certified to ISO/IEC 27001.
• WORTMANN AG, Hüllhorst — data centre operation TerraCloud (Germany), where the Customer has chosen that location.

For supporting processes (Annex 1 no. 2, second paragraph):

• Atlassian — operation of the support and ticketing system in which the Customer's requests are handled. Processing in the European Union and in the United States. Any transfer to the United States rests on the adequacy decision for the EU-US Data Privacy Framework, supplemented by the standard contractual clauses.
• Stripe — payment processing and billing. The contracting entity is Stripe Payments Europe, Ltd. (Ireland); onward transfer to Stripe, Inc. (United States) rests on the adequacy decision for the EU-US Data Privacy Framework, supplemented by the standard contractual clauses.

The content data stored in the cloud service is not transferred to the providers used for supporting processes; Annex 1 no. 2 remains authoritative.

dal33t notifies further sub-processors in text form at least four weeks before engaging them. The Customer may object within that period for good reason relating to data protection; if it does, either party may terminate the contract with effect from the intended date of engagement. dal33t binds sub-processors to a level of protection equivalent to this agreement.

7 Assistance to the controller

dal33t assists the Customer with appropriate measures in responding to requests from data subjects (Art. 12 to 23 GDPR) and with the data protection impact assessment, prior consultation and notification of personal data breaches (Art. 32 to 36 GDPR). dal33t reports a breach to the Customer without undue delay and at the latest within 24 hours of becoming aware of it, with the information required by Art. 33 (3) GDPR.

8 Deletion and return

After the contract ends, dal33t keeps the data available for export for 30 days. Within that period the Customer may choose whether the personal data is returned or deleted. At the Customer's choice, dal33t returns the personal data and subsequently deletes any copies, or deletes the data immediately. Absent an instruction, the data is deleted once the 30 days have elapsed. Statutory retention obligations remain unaffected. Deletion is confirmed in text form on request.

9 Evidence and audits

dal33t provides the Customer with the information necessary to demonstrate compliance and allows for audits, including inspections. These take place with reasonable notice, during business hours and without disrupting operations. dal33t may provide evidence primarily through certificates, test reports or reports from independent auditors.

10 Transfers to third countries

The content data stored by the Customer is processed exclusively in Germany; it is not transferred to a third country.

For the supporting processes named in Annex 1 no. 2 — in particular contract administration, billing, communication, support handling, fault analysis and IT security — processing may take place outside the European Union or the European Economic Area. It then takes place only on a basis under Art. 44 et seq. GDPR, in particular an adequacy decision or standard contractual clauses together with any additional measures required.

PowerFolder Community Edition

The Community Edition is a free server licence for self-hosted operation. It is not open source.

• Scope: use by up to 50 users per installation, unlimited in time, without a licence key. Storage is limited only by the Customer's own hardware.
• Operation: the Community Edition may be operated on infrastructure owned or rented by the Customer, provided the installation is under the Customer's control and serves the Customer's own purposes only — for example on your own server, in your own data centre, in colocation, or on a virtual machine or container environment you rent.
• Not permitted are in particular providing it as a hosting service to third parties whether for payment or free of charge, running a commercial cloud service for third parties, subletting, sub-licensing and reselling.
• Not included: federation between servers, multi-tenancy, high availability in a cluster, white-label, and support with agreed response times. There is no entitlement to support for the Community Edition; the documentation is openly available.
• Liability: § 10 paragraph 5 applies.
• Upgrade: moving to a paid edition is done by applying a licence to the existing installation. User accounts, folders and data remain unchanged.
• Discontinuation: dal33t may discontinue the Community Edition with six months' notice. Installations already delivered may continue to be used; there is then no entitlement to further updates.

Right of withdrawal

This notice applies to consumers, that is to natural persons concluding the contract for purposes predominantly outside their trade, business or profession.

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day the contract was concluded.

For distance contracts concluded online you may also use the electronic withdrawal function under section 356a of the German Civil Code. You will find it in your customer account under “Withdraw from contract”. There you state your name, select the contract concerned and provide an electronic means of contact for the confirmation; the process is completed with the “Confirm withdrawal” button. You will receive electronic confirmation of receipt without undue delay, stating the date and time, on a durable medium.

Independently of this you may still declare your withdrawal informally: to exercise your right of withdrawal you must inform us — dal33t GmbH, Rheinpromenade 4a, 40789 Monheim am Rhein, Germany — of your decision to withdraw by an unequivocal statement, for example a letter sent by post or a message through the contact form. To meet the withdrawal deadline it is sufficient for you to send your communication before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse all payments received from you without undue delay and no later than fourteen days from the day on which we receive notice of your withdrawal. We will use the same means of payment as you used for the original transaction, unless expressly agreed otherwise with you; in no event will you be charged any fees for this reimbursement.

If you requested that the services begin during the withdrawal period, you shall pay us an amount proportionate to what has been provided until you communicated your withdrawal.

Early expiry for digital content

Where digital content is supplied other than on a tangible medium, the right of withdrawal expires if you have expressly consented to us beginning performance before the withdrawal period expires and have acknowledged that you thereby lose your right of withdrawal (section 356 (5) of the German Civil Code).