General terms and conditions of business
Athereon GRC GmbH
Athereon GRC GmbH – hereinafter referred to as Athereon – provides its services to contractual partners exclusively on the basis of these terms and conditions, which form part of a contractual agreement.
Athereon provides its services exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
1 Subject matter of the contract/scope of services
1.1 Athereon offers the use of the "Athereon GRC Platform" computer program – hereinafter referred to as the "Software" – with varying scopes of services, subject to payment and limited to the term of the contract. The specific scope of services is determined from the respective offer. Optional items for which the contractual partner has not provided information in the declaration of acceptance are not owed by Athereon.
1.2 Athereon is not obligated to adapt the software to the individual needs or IT environment of the contracting party. Athereon is not responsible for the contracting party's compliance with any legal or contractual obligations, in particular compliance obligations.
1.3 The software is provided exclusively via the internet for access via a browser (»Software as a Service«).
1.4 Athereon is obliged to provide the software within 2 weeks of the conclusion of the contract and to send the contracting party the necessary access data.
1.5 Athereon will make the software available at the agreed router exit of the data center in which the server is located ("handover point"). Athereon is entitled to redefine the handover point if this is necessary to ensure smooth access to the services it owes. The software will be hosted on a server operated by Athereon or a service provider commissioned by Athereon within Germany.
1.6 Athereon shall provide the contracting party with unlimited storage space on the server hosting the software for the use of the software.
1.7 Athereon is obligated to implement state-of-the-art data protection measures. Athereon is obligated to perform daily data backups.
2 Software update
2.1 Athereon is entitled to update or further develop the software at any time and, in particular, to adapt it due to changes in the legal situation, technical developments or to improve IT security.
2.2 Athereon will take the legitimate interests of the contracting partner into account appropriately and inform the contracting partner about updates.
2.3 In the event of a significant impairment of the legitimate interests of the contracting party due to the software update, the contracting party shall have a special right of termination.
3 Scope of use/granting of rights
3.1 Athereon is not obligated to provide a physical copy of the software or to disclose or make available the source code.
3.2 Athereon grants the contracting party a non-exclusive, non-sublicensable, non-transferable license to the software for the contractually agreed number of users, limited in time to the term of the contract, to use the software by accessing it via a browser. Notwithstanding this, the contracting party may transfer a license to an affiliated company within the meaning of Section 15 of the German Stock Corporation Act (AktG).
3.3 The contracting party is not permitted to make the functionality of the software available to third parties free of charge or for a fee, unless the third party is an affiliated company within the meaning of Section 15 of the German Stock Corporation Act (AktG).
4 Support
4.1 Athereon is obligated to provide an electronic support ticket system through which Athereon will support and advise the contracting party regarding the application of the software or troubleshooting.
4.2 The ticket system is continuously available to the contracting party for retrieval via the internet.
4.3 Athereon is obligated to respond to inquiries submitted via the ticket system within 72 hours. If the ticket was created by the contractual partner after 5:00 PM or on a Saturday, Sunday, or public holiday in Saarland, this processing period begins at 8:00 AM on the following business day.
4.4 Athereon is not obligated to provide a hotline or similar service.
5 Acts of cooperation
5.1 The contractual partner is obliged to protect and store the access data transmitted to him against access by third parties in accordance with the state of the art.
5.2 The contractual partner is obligated not to store or otherwise process any content on the provided storage space whose provision, publication, or use violates applicable law, official regulations, or the rights of third parties. Athereon reserves the right to delete such content.
5.3 The contractual partner is obligated to check files for viruses or other harmful components before storing or using them in the software, and to use state-of-the-art measures, in particular measures for malware detection, for this purpose. Athereon is entitled to delete files containing malware.
5.4 The contractual partner is obliged to use the software only on devices that have state-of-the-art IT security protection.
5.5 It is the contracting party's responsibility to provide the remote data connection necessary for the use of the software between the transfer point defined by Athereon and the contracting party's IT system.
5.6 It is the responsibility of the contracting party to provide the hardware and software necessary for using the software and to configure it.
6 Remuneration
6.1 The amount of the remuneration shall be determined from the offer. It is to be paid in advance for the term of the contract. In addition to the remuneration, the contractual partner shall also pay the statutory value-added tax.
6.2 The payment period for recurring claims is 30 days after receipt of the corresponding invoice.
6.3 While the contractual partner is in default with a payment claim, Athereon is entitled to temporarily deactivate the use of the software by blocking the access data. This only applies if Athereon has notified the contractual partner of this possibility after the default has occurred and at least 7 days in advance.
6.4 Athereon is obligated to reactivate access immediately after the claim has been settled or the default has ceased.
6.5 The contractual partner may only offset undisputed or legally established claims.
7 License costs for ISO standards
7.1 When using the software, license fees for texts from standards institutes may arise.
7.2 Athereon will notify the contracting party prior to any use that will incur costs. This notice will also include information on the amount and type (one-time or recurring) of the costs.
7.3 The contractual partner is obligated to reimburse Athereon for these costs. This shall not apply if Athereon has not notified the contractual partner of the costs prior to their incurrence.
8 Availability, troubleshooting
8.1 Athereon guarantees an overall availability of the software of at least 99% on an annual average at the handover point.
8.2 The software is considered available if all of its main functions are usable at the handover point. The software is considered faulty if at least one of its main functions is not usable at the handover point.
8.3 Downtimes for which Athereon is not responsible shall not be taken into account when calculating availability.
8.4 The contractual partner is obligated to report any detected or identifiable malfunctions immediately to ticket@athereon.tech. The contractual partner is obligated to describe the malfunction, in particular by describing the symptoms of the malfunction, the duration of the malfunction, steps to reproduce the malfunction, and a description of the IT systems used.
8.5 Athereon is obligated to maintain the software regularly. Maintenance periods are considered periods of availability.
8.6 If the software is unavailable during the maintenance period, Athereon is obligated to perform the maintenance between 7:00 PM and 2:00 AM. Athereon is entitled to perform critical maintenance work at other times if an unforeseen event (e.g., cyberattack) poses a threat to the proper operation of the software. In this case, Athereon is obligated to inform the contractual partner immediately of the start and expected duration of the maintenance.
8.7 Other statutory claims of the contractual partner against Athereon remain unaffected.
9 Warranty
Warranty coverage for insignificant impairments of the service's suitability is excluded. Strict liability pursuant to Section 536a, Paragraph 1 of the German Civil Code (BGB) for defects that already existed at the time of contract conclusion is excluded.
10 Liability
10.1 Athereon shall be liable without limitation in cases of intent, gross negligence and culpable injury to life, body or health.
10.2 Furthermore, Athereon shall only be liable for slightly negligent breaches of duty in the event of a breach of essential contractual obligations ("cardinal obligations"), i.e. obligations the fulfilment of which is essential for the proper execution of the contract or the breach of which jeopardises the achievement of the purpose of the contract and on the observance of which the other party may regularly rely, but limited to the damage typical for the contract that was foreseeable at the time the contract was concluded.
10.3 This limitation of liability also applies to employees, representatives and vicarious agents of Athereon.
10.4 The above limitation does not apply to liability under the Product Liability Act or within the scope of an expressly assumed guarantee.
10.5 Otherwise, liability is excluded.
11 Exemption
11.1 Athereon warrants that the software does not infringe any third-party intellectual property rights. Athereon will indemnify the contracting party against all third-party claims for infringements of intellectual property rights for which Athereon is responsible upon first request and will assume the reasonable costs of legal defense.
11.2 The contractual partner is obligated to inform Athereon immediately of any claims asserted by third parties. The contractual partner is obligated to refrain from making legally binding statements to the third party until Athereon has responded to the claims within a period of three days.
11.3 In the event of a breach of the obligation under Section 5.2, the contracting party is obligated to indemnify Athereon against any third-party claims upon first request.
12 Communication / key user
12.1 The parties shall mutually designate employees or groups of employees who are responsible for legally binding communication ("key users"). In case of doubt, the statements of other employees are not legally binding.
12.2 The parties are entitled at any time to restrict or expand the circle of key users by notifying the other party at least in text form.
13 Data protection
13.1 The parties shall comply with the applicable data protection regulations applicable to them.
13.2 If and to the extent that Athereon has access to the contractual partner's personal data in the context of providing the service, the parties will conclude a data processing agreement before processing begins.
14 Confidentiality
14.1 The parties are obligated to maintain confidentiality regarding all confidential information (including trade secrets) they learn in connection with this agreement and its implementation, and not to disclose, pass on, or otherwise use such information to third parties. Confidential information is information marked as confidential or whose confidentiality is evident from the circumstances, regardless of whether it was communicated in written, electronic, physical, or oral form. This confidentiality obligation shall not apply if a party is legally obligated to disclose the confidential information or is required by a legally binding administrative or judicial decision. The parties are obligated to agree on identical provisions with all employees and subcontractors.
15 Contract term
15.1 The initial term of the contract shall be determined by agreement between the parties.
15.2 The term of the contract shall be extended by the period of the originally agreed term unless the contractual relationship is terminated by one party with a notice period of three months to the end of the respective term. This termination must be in writing.
15.3 The right of both parties to extraordinary termination without notice for good cause remains unaffected. Good cause shall include, in particular but not exclusively, the cessation of business operations by Athereon and the initiation of insolvency proceedings against the contractual partner's assets or the rejection of such proceedings due to insufficient assets.
16 Data release upon termination
16.1 After termination of the contract, Athereon will provide the contractual partner with reasonable support in retransmitting or backing up the data. For this purpose, Athereon will provide an export of the data in a machine-readable format (e.g., JSON).
16.2 Athereon will irretrievably delete all data of the contractual partner 30 days after termination of the contractual relationship.
16.3 Compliance with retention periods, regardless of their nature, is the sole responsibility of the contractual partner.
17 Insurance
17.1 Athereon is obligated to take out, at its own expense, commercial liability insurance, including product liability insurance, which covers third-party claims for damages arising from defective delivery and service. Athereon must maintain the aforementioned insurance at all times during the term of the contract and ensure that any damages caused during the term of the contract remain insured even after termination of the contract.
17.2 The coverage amount for the aforementioned insurance policies must be at least EUR 5 million per claim and insurance year.
17.3 Athereon is obliged to provide the contracting party, upon request, with written proof of the conclusion and existence of the aforementioned insurance policies, either itself or through its insurer.
18 Final provisions
18.1 The inclusion of general terms and conditions of the contractual partner that contradict these provisions is excluded.
18.2 The exclusive local and international place of jurisdiction for all legal disputes is Saarbrücken (Germany).
18.3 German law shall apply exclusively, excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods.