§ 1 Scope of Application

1.1 These General Terms and Conditions apply to all contracts between Atheniks UG (haftungsbeschränkt) i.G., Hansastraße 23, 80686 Munich, Germany (“Atheniks”) and its customers regarding the use of software-as-a-service solutions.

1.2 These Terms and Conditions apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).

1.3 Any deviating terms and conditions of the customer shall not form part of the contract.

§ 2 Subject Matter of the Contract

2.1 Atheniks provides the customer with access to the agreed software via the internet under a software-as-a-service model.

2.2 Atheniks performs a one-time onboarding and setup service prior to the commencement of ongoing use.

2.3 Atheniks is entitled to further develop the service, provided this does not materially impair its core functionality.

§ 3 Conclusion of Contract

3.1 All offers are non-binding unless expressly stated otherwise.

3.2 A contract is concluded upon written acceptance or completion of the ordering process with confirmation by Atheniks.

3.3 By concluding the contract, the customer accepts these Terms and Conditions.

§ 4 Licence and Usage Rights

4.1 Atheniks grants a non-exclusive, non-transferable right to use the software, limited to the agreed number of users.

4.2 Reproduction, sale, rental, or sub-licensing of the software is prohibited.

4.3 Decompilation or reverse engineering is prohibited except where expressly permitted by law.

§ 5 Customer Obligations

5.1 Access credentials must be kept confidential. Any suspected misuse must be reported to Atheniks immediately.

5.2 The customer is responsible for ensuring that all data entered complies with applicable law.

5.3 The customer shall indemnify Atheniks against any claims arising from unlawful use of the service.

5.4 The customer is solely responsible for maintaining a suitable technical environment for using the service.

§ 6 Prices and Payment

6.1 Setup fee: A one-time setup fee is due upon conclusion of the contract.

6.2 The usage fee is due monthly or annually, in advance.

6.3 All prices are stated exclusive of statutory VAT.

6.4 Payment is due within 14 days without deduction.

6.5 Default interest: 9 percentage points above the applicable base interest rate.

§ 7 Term and Termination

7.1 The contract runs for the agreed minimum term and renews automatically thereafter.

7.2 Ordinary termination requires 30 days’ notice prior to the end of the billing period.

7.3 Either party may terminate the contract for cause with immediate effect, in particular in the event of payment default lasting more than two months.

7.4 Terminations must be made in text form (e-mail is sufficient).

7.5 Setup fees are non-refundable.

§ 8 Availability

8.1 Atheniks aims for a service availability of 99% (monthly average, excluding scheduled maintenance).

8.2 Scheduled maintenance will be announced at least 24 hours in advance and will, where possible, be carried out during periods of low usage.

§ 9 Sub-processors

9.1 Atheniks is entitled to engage sub-processors in order to provide the contractual services. The following key sub-processors are currently engaged:

• Amazon Web Services (AWS EMEA SARL, Luxembourg): Hosting and infrastructure for the SaaS platform
• HubSpot Ireland Limited, Dublin, Ireland: CRM system and customer communications
• Anthropic, PBC, San Francisco, USA (Claude API): AI-powered features within the software

9.2 Atheniks ensures that sub-processors are subject to the same data protection requirements as Atheniks itself. Data Processing Agreements (DPAs) pursuant to Art. 28 GDPR are concluded with all sub-processors that process personal data.

9.3 Atheniks will notify the customer of any material changes to its use of sub-processors with at least 4 weeks’ prior notice. The customer may object in writing to the engagement of a new sub-processor on reasonable grounds within this period.

§ 10 Data Protection

10.1 The processing of personal data is carried out in accordance with the GDPR and Atheniks’ separate Privacy Policy.

10.2 Where Atheniks processes personal data on behalf of the customer, the parties will enter into a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.

10.3 The customer remains the data controller in respect of all personal data it submits. Atheniks acts solely as a data processor in this regard.

§ 11 Confidentiality

11.1 Both parties undertake to keep all confidential information received in the course of the contractual relationship – including in particular trade secrets, technical data, pricing terms, and customer data – strictly confidential and not to disclose it to third parties.

11.2 Information shall be deemed confidential if it is expressly designated as such or if its confidential nature is apparent from the circumstances.

11.3 The confidentiality obligation shall not apply to information that (a) was publicly known at the time of disclosure or subsequently became publicly known through no fault of the receiving party, (b) was already known to the receiving party prior to disclosure, or (c) was transmitted by a third party without any obligation of confidentiality.

11.4 The confidentiality obligation applies during the term of the contract and for a period of two years after its termination.

11.5 Sub-processors and employees may only receive confidential information to the extent necessary for the performance of the contract and must be bound to confidentiality accordingly.

§ 12 Data Return and Deletion upon Termination

12.1 Following termination of the contract, Atheniks will make the customer’s data available for export upon request for a period of 30 days in a common, machine-readable format.

12.2 After expiry of this 30-day period, all customer data will be permanently deleted, unless statutory retention obligations apply.

12.3 Atheniks will confirm the completed deletion upon the customer’s written request.

12.4 Backup copies will be deleted from regular backup cycles no later than 60 days after termination of the contract.

§ 13 Force Majeure

13.1 Neither party shall be liable for failure to perform or delay in performing contractual obligations where such failure or delay is caused by events beyond the reasonable control of the affected party (force majeure). This includes in particular natural disasters, war, pandemics, governmental orders, widespread power failures, and severe outages at infrastructure providers (e.g. data centres).

13.2 The affected party shall notify the other party in writing without undue delay, stating the nature of the event and its anticipated duration, and shall take all reasonable steps to mitigate its effects.

13.3 If the force majeure event continues for more than 6 weeks, either party shall be entitled to terminate the contract with immediate effect. Advance payments already made for the affected period shall be reimbursed on a pro-rata basis.

§ 14 Warranty

14.1 Defects will be remedied within a reasonable period following notification by the customer.

14.2 No defect shall be deemed to exist where the impairment is attributable to causes within the customer’s responsibility.

§ 15 Liability

15.1 Atheniks’ liability is unlimited in cases of injury to life, limb, or health, and in cases of wilful misconduct or gross negligence.

15.2 In cases of ordinary negligence, Atheniks shall only be liable for breach of material contractual obligations (cardinal obligations), and in such cases liability is limited to foreseeable, contract-typical damages, not exceeding a maximum of twelve times the monthly usage fee.

15.3 Any further liability is excluded.

15.4 Atheniks accepts no liability for loss of data where the customer has failed to perform adequate and regular data backups.

15.5 The above limitations of liability apply equally in favour of Atheniks’ employees and vicarious agents.

§ 16 Final Provisions

16.1 Amendments to these Terms and Conditions will be communicated to the customer with 6 weeks’ prior notice. If the customer does not object within this period, the amended Terms and Conditions shall be deemed accepted.

16.2 These Terms and Conditions are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

16.3 The exclusive place of jurisdiction for all disputes arising from this contract is Munich, provided the customer is a merchant (Kaufmann).

16.4 Should any provision of these Terms and Conditions be or become invalid, the remainder of the contract shall remain in full force and effect. The invalid provision shall be replaced by a legally permissible provision that most closely reflects the economic intent of the original.