General Terms and Conditions

1 General

1.1 These terms and conditions apply equally to Opteamax GmbH and Opteamax Infrastructure GmbH. For simplicity, both companies are referred to below by the short name Opteamax.

1.2 These general terms and conditions are the basis of all business relationships of Opteamax.

1.3 Arrangements that cancel or alter provisions of these terms and conditions are only valid once confirmed by Opteamax in writing.

2 Validity of contracts

2.1 Contracts become effective once signed by both parties.

2.2 The customer’s signature is deemed acceptance of the contract as soon as it is available by fax transmission, in original form or as a PGP-signed email. Following a remote signature, the customer undertakes to send Opteamax the contract in original form, in duplicate, bearing a handwritten signature.

3 Prices

3.1 Unless agreed otherwise, Opteamax is bound by its prices for 14 days from the date of the quotation.

3.2 The price list valid at the time the contract is concluded is authoritative for all transactions.

3.3 Price changes under long-term contracts only take effect at the beginning of a new billing period.

3.4 Generally, the net prices of Opteamax are authoritative for all transactions. Where gross prices are shown in price lists, these serve as guidance only.

4 Invoicing

4.1 Invoices are generally issued by email.

4.2 At the customer’s request, invoices can be delivered by post. A processing fee according to the price list is then charged.

5 Payment

5.1 Payment is made by bank transfer or SEPA direct debit.

5.2 If the customer defaults on payment, default interest becomes due. The interest rate is one percentage point above the respective current account interest rate of the bank used by Opteamax.

5.3 A payment default of more than 30 days leads to termination of the contract without notice, while the outstanding claims remain in place.

6 Transfer

6.1 Opteamax reserves the right to transfer its rights and obligations to third parties, for example a subsidiary or a legal successor. Opteamax undertakes to inform its customers of such a transfer by email at least one month in advance. In this case the customer receives an extraordinary right of termination, provided the customer can demonstrate disadvantages arising from the transfer.

6.2 A transfer of the customer’s rights and obligations to third parties is only possible subject to prior written agreement. A notice period of one month applies.

7 Warranty and liability

7.1 The customer undertakes to notify Opteamax of any defects identified without delay.

7.2 Defects will be remedied by Opteamax within a reasonable period. This requires that the defects have been reported and are reproducible. If reported defects cannot be established upon inspection, the customer bears the cost of the inspection.

7.3 If software created by Opteamax is extended or modified by the customer or by third parties, the warranty lapses.

7.4 The customer’s commercial obligations to inspect goods and give notice of defects remain unaffected by the above provisions.

7.5 Opteamax is liable for damage demonstrably caused by intent or gross negligence on the part of its vicarious agents.

7.6 Opteamax is not liable for data loss on the internet storage space it provides.

7.7 Liability for availability failures is only accepted where these are directly attributable to Opteamax and the agreed time windows are exceeded. Unless agreed otherwise, the availability guarantee is 99.5% on an annual average.

7.8 Any liability is limited to the value of the respective order.

8 Form requirements and ancillary agreements

8.1 The written form applies to all contracts and to any amendments.

8.2 Employees and other staff of Opteamax are not authorised to give verbal side agreements or verbal assurances going beyond the content of the respective contract, including these terms and conditions.

9 Data protection

9.1 Opteamax stores all customer data electronically for the duration of the contractual relationship, insofar as this is necessary to fulfil the purpose of the contract, in particular for billing purposes. Opteamax also processes and uses the collected inventory data to advise its customers, for advertising, for market research for its own purposes and to design its services in line with demand.

9.2 On request, Opteamax will at any time provide the customer with complete information about the data stored concerning them, free of charge.

9.3 Opteamax expressly points out to the customer that, according to the current state of the art, data protection for data transmissions over open networks such as the internet cannot be comprehensively guaranteed. The customer is aware that, from a technical point of view, Opteamax can access the pages stored on the web server at any time and, under certain circumstances, other customer data stored there as well. Other participants on the internet may also be technically capable of interfering with network security without authorisation and of monitoring message traffic.

9.4 The customer is fully responsible for the security of the data they transmit over the internet and store on servers. The customer consents to the publication and disclosure of the complete registration data in the lookup service of the domain registration institutions on the internet, so that anyone can query the registration data belonging to a domain.

9.5 Opteamax maintains a separate data protection agreement which forms part of these terms and conditions. It can be accessed at any time at www.opteamax.eu/en/privacy/.

10 Availability and maintenance windows

10.1 Opteamax guarantees availability of the internet services of your servers of 99.5%. Outages within the assured tolerance do not give rise to any claim for reduction on the part of the customer.

10.2 Downtime resulting from the blocking of internet services due to payment arrears or breaches of these terms and conditions or of the contractual agreements is not counted towards the availability tolerance.

10.3 Opteamax is entitled to carry out maintenance work on internet services daily between 00:00 and 05:00 without prior notice.

10.4 Maintenance work going beyond the agreed maintenance window will be announced five days in advance, unless it is required for the immediate remedy of acute faults.

11 Blocking of services

11.1 Opteamax reserves the right to block internet services or parts of internet services where there is reasonable suspicion that the content offered violates applicable law, or that the service provider could be held liable as a contributory party through these services. In particular cases (for example child pornography) Opteamax is obliged to report the matter.

11.2 Blocking of services does not require prior notice. Notification of such blocks is given once and exclusively by email to the contact email address most recently provided to Opteamax.

11.3 If the services used by the customer load the operation of the Opteamax infrastructure beyond the agreed level — whether through passive influence (for example being the victim of a DoS attack) or active influence (for example faulty scripts loading the servers beyond the normal level) — Opteamax is entitled to block the affected services until the cause has been remedied.

12 Software licence rights

12.1 Any software created by Opteamax remains entirely the property of Opteamax, unless exclusive use was agreed in writing before the software was created.

12.2 Opteamax reserves the right to charge licence and usage fees for the continued use of software made available to the customer by Opteamax, including after contracts have ended. This also applies to software provided free of charge under maintenance contracts during the term of the contract.

12.3 The provision of software for use grants the customer neither a right to reproduce or modify the software, nor is the customer entitled to transfer strategies, algorithms or working methods of software created by Opteamax into their own or third-party projects.

13 Applicable law and place of jurisdiction

If the customer is a merchant, the following special provisions apply:

13.1 German law applies exclusively to the entire legal relationship between buyer and seller.

13.2 The place of jurisdiction is the registered office of Opteamax, currently Amtsgericht Linz.

14 Severability clause

Should individual provisions of contracts, including these terms and conditions, be or become invalid, the validity of the respective contract otherwise remains unaffected. Instead of the invalid provision, a replacement provision applies which corresponds to or comes close to the purpose of the agreement and which the parties would have agreed in order to achieve the same economic result had they been aware of the invalidity of the provision. The same applies accordingly to any incompleteness of the provisions.