Terms and Conditions

General
Terms and Conditions

1. Scope

Asteas Technologies GmbH (hereinafter: “ASTEAS”) provides its services exclusively on the basis of the following General Terms and Conditions (Terms and Conditions). These apply to all legal relationships between ASTEAS and those persons who make use of ASTEAS services (hereinafter: “Contracting Partner”), even if they are not expressly referred to. ASTEAS contracts exclusively with natural or legal persons or partnerships that operate a business within the meaning of Section 1 UGB. These Terms and Conditions therefore apply only to B2B contracts.

The version valid at the time the contract is concluded shall apply; if no such time exists, the version valid at the time ASTEAS’s service is used shall apply. Deviations from these Terms and Conditions, as well as any other supplementary agreements with the Contracting Partner, shall only be effective if confirmed by ASTEAS in writing. Any deviating terms and conditions of the Contracting Partner shall not be accepted, even if known, unless expressly agreed otherwise in writing in the individual case. ASTEAS expressly objects to the Contracting Partner’s terms and conditions. No further objection by ASTEAS to the Contracting Partner’s terms and conditions is required.

Should individual provisions of these Terms and Conditions be invalid, this shall not affect the binding nature of the remaining provisions and the concluded contracts based on these Terms and Conditions. The invalid provision shall be replaced by a valid provision that comes closest to the meaning and purpose of the original provision.

Insofar as designations relating to natural persons are used only in the masculine form in these Terms and Conditions, they refer equally to women and men.

The services promoted by ASTEAS do not constitute binding offers, but merely an invitation to the viewer to submit an offer to ASTEAS.

2. Order and conclusion of contract

Contracts between ASTEAS and its Contracting Partners are concluded exclusively in writing. The conclusion of the contract can be initiated either via the my.iacbox partner portal, to which the Contracting Partner has access, or electronically. Submitting a fully completed online form constitutes a legally binding offer to ASTEAS to conclude a contract, to which the prospective Contracting Partner is bound for 7 business days. The same applies to orders by email (the prior transmission of an order form by ASTEAS to the Contracting Partner does not constitute an offer to the customer). In any case, the contract between ASTEAS and the Contracting Partner is concluded only upon transmission of an order confirmation (by email).

3. Prices and payment terms

All prices stated on the ASTEAS partner portal are exclusive of VAT and do not include transport or shipping costs. The respective fee is due for payment within 10 days of receipt of the invoice, unless otherwise agreed in the individual case.

In the event of late payment, default interest of 5% p.a. shall be deemed agreed.

All products obtained from ASTEAS remain the property of ASTEAS until full payment of the fee invoiced for the respective products has been made.

In the event of late payment, ASTEAS is entitled to immediately suspend performance in accordance with the contract and to deactivate purchased software until the due fee has been paid in full.

4. Warranty

The Contracting Partner shall notify ASTEAS in writing of any defects without delay, in any event within one week of delivery/performance by ASTEAS, and of hidden defects within one week of discovering the defect, describing the defect; otherwise, the performance shall be deemed approved and free of defects. In this case, the assertion of warranty and damages claims, as well as the right to challenge the contract for error due to defects, is excluded.

In the event of a justified and timely notice of defects, the Contracting Partner is entitled to rectification or replacement of the delivery/performance by ASTEAS. ASTEAS will remedy the defect within a reasonable period, whereby the Contracting Partner shall enable ASTEAS to take all measures necessary for inspection and remedying the defect. ASTEAS is entitled to refuse to remedy the defect if this is impossible or involves a disproportionately high effort for ASTEAS. In this case, the Contracting Partner is entitled to the statutory right to a price reduction. In the event of rectification, it is the responsibility of the Contracting Partner to arrange, at its own expense, for the item purchased (e.g. hardware) to be sent, provided that rectification via remote access is not possible.

The warranty period is 1 year from delivery/performance by ASTEAS. In addition, where available, the warranty for individual hardware components may be extended by means of paid warranty services offered by ASTEAS’s supplier.

The Contracting Partner is not entitled to withhold payments due to complaints. The presumption rule of Section 924 ABGB is excluded; therefore, in any case, the Contracting Partner must prove that the defect asserted by it already existed at the time of handover.

5. Liability

Except for personal injury, ASTEAS shall not be liable for damages unless the damages are based on intentional or grossly negligent conduct by ASTEAS, its legal representatives or its vicarious agents, and the conduct causing the damage does not relate to the principal obligations of ASTEAS arising from the concluded contract.

This exclusion of liability does not apply to completely unforeseeable or atypical damages that the Contracting Partner could not have anticipated. The Contracting Partner must prove the existence of gross negligence.

Claims for damages by the Contracting Partner shall lapse 6 months after becoming aware of the damage and the party causing it; in any event, however, after 3 years from the infringing act by ASTEAS.

6. Confidentiality obligation

ASTEAS undertakes to keep confidential all confidential information of which ASTEAS becomes aware as a result of the business relationship with the Contracting Partner and not to disclose it to third parties.

7. Data protection

The Contracting Partner agrees that its personal data, namely first and last name, company name, address, telephone number, mobile number, fax number, email address, VAT ID number, profession and industry, may be collected, stored and processed with automated support for the purpose of fulfilling the contract and supporting the Contracting Partner, as well as for ASTEAS’s own advertising purposes, for example for sending offers, advertising brochures and newsletters (in paper and electronic form), and for the purpose of indicating the existing business relationship with the Contracting Partner (reference notice).

The Contracting Partner agrees that electronic mail may be sent to it for advertising purposes until revoked. This consent may be revoked at any time in writing by email, fax, post, or by clicking the “Unsubscribe from newsletter” button in the respective electronic mail sent to ASTEAS.

8. Applicable law

Austrian law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

9. Place of performance and jurisdiction

The place of performance is the registered office of ASTEAS.

For all disputes arising from or in connection with a contractual relationship between ASTEAS and the Contracting Partner, exclusive jurisdiction of the competent court at the place of business of ASTEAS is agreed.