General Terms and Conditions for Service

Applicable since: 01-07-2017

1. Scope of Application

The enterprise Asteas Technologies GmbH & Co KG (in the following referred to as: „ASTEAS“) performs all services vis-à-vis the Contractual Partner (in the following referred to as „Partner“), in particular the services in connection with the IAC-BOX partner contract, exclusively on the basis of the following General Terms and Conditions for Service. These apply, even if reference is not expressly made to them.

To the extent that designations referring to natural persons in these General Terms and Conditions for Services are only indicated in male gender, these shall refer equally to women and men.

The products of ASTEAS are a business standard software that is not tailored to individual needs of single customers.

2. Definition of Terms

• Software Upgrades normally contain new functions as well as larger functional enhancements and corrections of errors.  Thereby, the number of the version before the first dot is increased (e.g. 4.0.6790 -> V5.0.7615)
• Software Updates normally contain smaller functional enhancements and corrections of errors. Thereby, the number of the version after the first and/or the second dot is increased (e.g. V5.0.7615 -> V5.2.7800)
• Bugfixes contain general corrections of errors. Thereby, the patch level which is found at the end of the number of the version is increased (e.g.: 5.0.7615 (p7732))
• Security-Updates improve the security of the licensed software or the operating system
• Software Bugs are deviations from the respective program description or specification, or, respectively, deviations or the non-existence of a performance feature of a warranted property (e.g. support documents)

3. Requirements for the Service

The respectively newest software version is put at the disposal of the Partner. Only the respectively newest version of the software is maintained. The Partner thus undertakes to install the respectively latest version.

ASTEAS performs the services mentioned in these General Terms and Conditions for Service only during the time as long as a software maintenance contract is still effectively existing.

Support requests are only accepted by trained service personnel of the Partner. Direct support requests by customers of the Partner are not accepted by ASTEAS. The Partner is not entitled to forward contact details concerning support requests to his customers.

In each case of support, the registration or, respectively, the licensing number of the concerned software license is necessary for the purpose of identification.

4. Services of ASTEAS

ASTEAS assumes the maintenance and support of the software products indicated in the current price list. ASTEAS undertakes to perform the following services via the support hotline insofar as the Partner disposes of an effective and valid software maintenance contract concerning the respective software license.

a) Software Maintenance (Software Updates / Upgrades)

ASTEAS supplies the Partner regularly with Software Updates/Upgrades, generally released by ASTEAS, and occasionally with bug fixes and security Updates. A Software Update/Upgrade contains functional corrections, improvements and corrections of errors, which are exclusively carried out on the software at the sole discretion of ASTEAS. These can in particular contain modifications that improve the software in terms of general technical development and of overall requirements of the end user of the software; modifications of which ASTEAS may consider suitable for other reasons, e.g. to remedy errors. These are documented in the respective descriptions online on the IAC-BOX product website.

Each Update is put at the disposal of the Partner online in a form ready to install. The Partner shall be personally responsible for the verification of the Updates, their installation and distribution. The Software Updates/Upgrades are generally delivered via an integrated online update procedure or via another data medium.

ASTEAS assumes the maintenance for the licensed software the Partner has expanded beyond the interfaces and its original functions up to the interface or, respectively, for the functions described in the documentation.

ASTEAS strives to take into consideration the wishes of the Partner when designing the Updates and Upgrades, reserves however the right to determine the contents thereof itself. ASTEAS shall determine itself as well at which time Updates/Upgrades can generally be released for the purpose of marketing.

Apart from that, ASTEAS reserves the right to decide in which operational environment the Updates/Upgrades are allowed to be used and to change the authorized hardware and software requirements, or, respectively, configurations for Updates/Upgrades, if necessary. In this case it is the duty of the Partner to create the system requirements necessary to use the Updates/Upgrades. Some Software versions may perhaps not directly be actualized via online Update and require a new installation.

b) Support Hotline (2nd & 3rd Level Support)

ASTEAS offers central hotline services concerning all essential questions and problem cases that refer to the usage of the latest software version to the extent that such is within the sphere of influence of ASTEAS. Only support requests by qualified employees of the Partner are admissible and require an existing and valid software maintenance contract regarding the license concerned.

The support hotline shall not replace product trainings or reviewing the documents. The Partner or, respectively, his employees have to identify himself or, respectively, themselves via registration or, respectively, license number of the software license concerned. Support requests without this information are not permissible and are not processed by ASTEAS.

c) Further Services by ASTEAS

ASTEAS accepts in particular substantial requests and problem reports which are weighted by the Partner in accordance with priority classes provided by ASTEAS. The priority classes are defined as follows:

PRI 1: critical software error: The essential application cannot be executed or put into operation. Such errors have to be remedied with highest priority.

PRI 2: serious software error: The essential application can only be executed or put into operation with substantial additional effort. Such errors have to be remedied at the earliest possible.

PRI 3: easy software error: The software error with minor impact or a less important application is concerned. The error can be circumvented without great effort or the error only occurs sporadically. It is not necessary to immediately remedy such error. It is however necessary on the long run to have this error handled.

d) Procedure / Course of Action

• A consecutive number (ticket number) is given for every essential request or problem report
  
• Analysis of the problem report and interactive co-operation with the Partner to identify the software error
  
• Response to the problem report – possibly with correction of the priority classes 
  
• Support of the Partner with the objective to quickly remedy or circumvent the error 
  
• Supply of error corrections
  
• Follow-up support until the disturbance report or, respectively, the defect report is mutually solved
  

e) Hours for Hotline Services and Contact

Based on an existing and valid software maintenance contract, ASTEAS offers the following options to the Partner to communicate in case of problems. All time specifications are deemed to be in „CET - Central European Time“, unless indicated to the contrary. The ASTEAS service hotline is available during the indicated working hours (local time of ASTEAS) as follows (except for the 24th and 31st of December as well as public holidays at the site of ASTEAS):

Support requests received outside the support hours are deemed to be received at the beginning of the next support hours. The respective support request shall be processed within the working day following the day of receipt of the problem report.

f) Response Times

The response times shall apply within the hotline service hours indicated under point 4. e) of these General Terms and Conditions for Service. The average guaranteed response times until the start of the remediation of the malfunction depend on the following priority classes:

• in case of reports with priority 1: response within 4 hours
  
• in case of reports with priority 2: response within 12 hours
  
• in case of reports with priority 3: response within 24 hours
  

1st Level and Field Support:

In the course of a qualified pre-diagnostics whichis effected by the Partner the error is located. The 1st level support is carried out by the Partner, the 2nd and 3rd level support is carried out by ASTEAS.

Among the tasks of the 1st level support provided by the Partner counts.

• the processing of all incoming failures to localize and remedy errors
  
• the introduction of technical modifications or Updates via remote or on site 
  
• the steering of the field application in case of necessary exchange of hardware components or for the identification of the error pattern, to the extent this is not possible via remote 
  
• the deployment on site at the customer’s facility
  
• the forwarding of any unsolved technical problems to the 2nd and 3rd level support of ASTEAS
  

2nd and 3rd Level Support (Product Support):

Errors that cannot be solved by the 1st level support by the Partner are processed further by ASTEAS until the error is definitively remedied insofar as an effective and valid software maintenance contract exists for the software license concerned.

Among the tasks of the 2nd and 3rd level support provided by ASTEAS counts:

• information about technical requests of the Partner 
  
• acceptance and processing of technically pre-clarified error reports of the 1st level support
  
• elimination of failures (bypass solutions) and remediation of errors by Software Updates
  
• ASTEAS is not obliged to remedy errors on site. Any deployments of ASTEAS on site have to be agreed upon separately and are separately invoiced by ASTEAS (deployments on site are not included in the software maintenance contract)
  
• making software corrections available and supplying such to the logistic centers or service centers of the Partner or directly to the customers of the Partner 
  

Responsibilities:

h) Services that are not comprised in the software maintenance contract

• Individual program adjustments or reprogramming of any kind whatsoever
  
• Expenditures to restore consistent data sets after mal-operation of the system, PC virus attacks or loss of data sets 
  
• Support requests that occurred due to unauthorized interferences or changes of the configuration and that were not carried out via the WebAdmin Interface (e.g. interferences via the console)
  
• deployments on site at the Partner’s customer’s facility and the travel expenses incurred thereby as well as any transportation and delivery costs 
  
• 1st level support or, respectively, direct support requests of customers of the Partner
  
• Assumption of responsibility for a project in any form whatsoever 
  
• Any other supporting services of ASTEAS, in particular network consulting, application consulting for third party products, consulting, training, installation, configuration, etc.

5. Duties of the Partner to co-operate

The Partner shall notify ASTEAS immediately per email of any errors of the software using a detailed error report.

In case that ASTEAS requires access data or other information of the Partner or of his customer for the maintenance of the software, the Partner will put the data at ASTEAS’s disposal.

The Partner is obliged to co-operate when analyzing the problem and remedying such to the extent that this is lying within his sphere of influence and he will put sufficiently qualified employees at ASTEAS’s disposal.

In case that the Partner does not completely, not timely or in any other way incorrectly fulfill his obligations to co-operate, the obligations to perform the services of ASTEAS shall be suspended until these duties to co-operate has been complied with.

Deployments of ASTEAS on site do not form a part of these General Terms and Conditions for Service and are thus invoiced separately upon consultation with the Partner if needed.

The Partner shall immediately notify ASTEAS per email of any errors of the software using a detailed error report.

6. Liability

ASTEAS is exclusively supplier of standard software and hardware. The Partner is aware of the fact that software errors – even if the software has been developed with utmost care based on a high technological standard – cannot be entirely excluded. ASTEAS does not assume any liability in this respect for the functionality of the licensed software.

ASTEAS shall not be liable for any damages – except for personal damages – unless these damages result from intentional or gross negligent behavior of ASTEAS, its legal representatives or its vicarious agents and unless the behavior having caused the damage concerns the main obligations of ASTEAS resulting from the contract concluded.

This exclusion of liability shall not apply to any entirely unpredictable or atypical damages the Partner could not expect. The contractual partner has to prove the existence of gross negligence.

ASTEAS shall not be liable for any damages if the Partner could have prevented their occurrence using reasonable measures, in particular, program and data protection.

7. Warranties

ASTEAS warrants that the licensed software corresponds with the specifications of ASTEAS that are applicable at the time of acquisition of the license. The warranty period is six months.

When acquiring the software license, the Partner shall not be granted the right to use all Updates/Upgrades released during the warranty period. An effective and valid software maintenance contract has to exist, in order to be eligible to receive Software Updates/Upgrades and any documentation and data carriers required in this respect, if any.

The Partner is obliged to ensure that data is properly protected.

Notices of defects are only valid if they concern reproducible defects and if they are made in writing within 4 weeks after delivery of the software/hardware or, respectively, after the defect has become apparent. The Partner has to prove in any case that the defect existed at the time of handover.

The Partner shall notify ASTEAS exclusively in writing or per email of any defects having eventually occurred. The Partner has to put all information, data, programs and examples required for the problem isolation, the reproduction and the remediation at the disposal of ASTEAS.

In case that a defect falling under the warranty occurs, ASTEAS shall be free to choose between rectification, in form of a delivery of a new version or by offering an alternative solution, if any. Should ASTEAS not be capable to remedy an error of the priority class 1 within reasonable period, the Partner may demand within the warranty period that the software is taken back against reimbursement of any licence fees already paid less an adequate utilization fee. Claims of any kind whatsoever of the Partner going beyond that are excluded.

ASTEAS does not take over any warranty for any errors, failures or damages that result from any improper operation, infestation with computer viruses, usage of improper organizational means and data carriers, the usage of non-certified software or hardware or abnormal operating conditions, such as in particular the deviation from installation requirements, or that result from transportation damages or transmission errors.

The warranty is excluded if the product was installed, used, maintained or changed in an improper way by the Partner, unless the Partner proves that these circumstances were not causal for the defect reported.

Warranty by ASTEAS shall be excluded for software or product components that were changed subsequently by the Partner or a third party.

In case that the verification of the notice of defects shows that no warranty claim exists, the costs of the verification, assistance and error remediation shall be charged to the Partner in accordance with the respectively applicable prices pursuant to the current price list of ASTEAS.

IAC-BOX General Terms and Conditions for Service V 2017-01

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