General Terms & Conditions

These General Terms and Conditions (“Conditions”) shall apply to all supplies, services and licenses of any kind provided by ASCon Systems Holding GmbH Stuttgart (“ASCon“) to its customers (“Customer(s)“). These Conditions presuppose that the Customer orders the products, rights or licenses, or tangible or intangible works to be delivered by ASCon (“Deliverable(s)“) or services to be provided by ASCon (“Service(s)”) for purposes within the scope of its trade, business or profession. ASCon does not provide Services to consumers.

Any quotations which ASCon may provide shall not be binding on ASCon and considered an invitation to submit an order only.

If ASCon and the Customer have entered into a contract of sale or a service, license or other agreement (hereafter referred to as “Contract“), these Conditions shall apply only except if and to the extent that the Contract provides otherwise.

These Conditions apply in particular, without limitation, to Contracts with respect to (a) licenses for software, models or data solutions (including related documentation, collectively the “Solution(s)”), whether perpetual or for a fixed term (“License(s)”), (b) Services with respect to error resolution, helpdesk support and delivery of new versions of such  Solution (“Support”), (c) hosting  Solution on one or more servers operated by, or on behalf of, and making it available to the Customer for remote access, (“Cloud Services”, which term shall include the operation of the  Solution and Servers for remote use, together with any other licenses, supplies or services which  may agree to provide in connection therewith), and / or (d) consultancy, customization, development, data management or similar Services other than Support and Cloud Services.

ASCon does not accept any terms and conditions which deviate from these Conditions, except if such terms and conditions have been expressly accepted by ASCon.

If Customer requests a change to the scope agreed in the Contract, ASCon will reasonably attempt to accommodate this request provided that the Customer will bear all extra cost and effort caused by the change. Any change to the scope requires mutual agreement. Neither § 650b par. 2 of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”) nor § 648a par. 2 BGB shall apply to any Contract.

An obligation to update digital AsCon Solutions or other Deliverables that have been provided on a one-time basis or to ensure a supply of spare parts for any Deliverables after expiry of the warranty shall only exist if and to the extent that such an obligation has been expressly agreed in the Contract.

An obligation to update digital AsCon Solutions or other Deliverables that have been provided on a one-time basis or to ensure a supply of spare parts for any Deliverables after expiry of the warranty shall only exist if and to the extent that such an obligation has been expressly agreed in the Contract.

ASCon grants to the Customer the limited non-exclusive rights defined in the Contract with respect to the ASCon Solution and other Deliverables. Software licenses encompass only the right to use object code. The source code of software will not be delivered.

The functionality and technical conditions of use of the AsCon Solutions are conclusively defined by the product description provided or published by ASCon.

Any use of an ASCon Solution beyond the agreed scope of use shall entitle ASCon to retroactively charge additional fees.

Insofar as the Customer has separately permitted ASCon to identify the Customer as a user of ASCon’s products and services in ASCon’s public relations communications and to use the Customer’s company name and logo for this purpose, the following shall apply in the absence of any more specific agreement: ASCon’s right of use shall also extend to corporate affiliates of ASCon. The permitted use includes the use of the company name and logo and a brief description of the service provided (a) in a public reference list on the website as well as online and offline in other company presentations and (b) in other forms that may be agreed separately. Permission is freely revocable, provided that (a) revocation may not take place prior to the expiration of a period of 12 months from the date of the grant or permission and only upon reasonable notice, and (b) upon revocation, ASCon (i) shall remove the name and logo from all online media within a reasonable period of time and cease to use them in electronic documents, but (ii) shall remain entitled to continue to use printed materials already produced and (iii) shall not be obligated to destroy archival copies. The permission gives ASCon a simple right of use and no ownership rights in the Customer’s logos. ASCon will comply with the trademark guidelines communicated by Customer from time to time with respect to the use of the logo and name and agrees not to modify Customer’s logo without Customer’s consent. The Customer represents that it is entitled to grant the right of use in question, but shall not otherwise be liable for any damage or loss that may result from ASCon’s use.

Support will comprise the following Services and Deliverables as further detailed in the Contract and / or individual Customer-specific certificate (“Solution Certificate”), which will be considered an integral part of the Contract:

Error Support – ASCon will support the Customer in the analysis and solution of incidents where the AsCon Solution, although correctly used, is not available (“Problem”) or does not perform as agreed or fails to produce the agreed work results (“Error(s)”). ASCon will employ reasonable efforts to solve Errors but, unless expressly otherwise provided in the Contract, does not represent that all Errors and Problems can be solved or worked around successfully.

Helpdesk – The Customer has the opportunity to report Errors, and ASCon will be available to Customer’s Dedicated Representative to provide consultancy with regard to technical issues or application of the AsCon Solution during Business Hours.
Improvements – Customer may receive, in accordance with the terms of the Solution Certificate, Updates (Sec. H.3), Upgrades (Sec. H.3), and other new versions (“Release(s)”) of the AsCon Solution with error corrections or added functionality (“Improvements”) which are generally released by ASCon during the Term. Individual customizations, including the individual adaptation to the Customer’s hardware or software operating systems or environments, do not constitute Improvements, are always out of scope of Support and will be provided only subject to separate agreement and consideration.

The Error Support and Helpdesk Services will be provided during the Business Hours from ASCon’s premises by phone or remote access. The Error Support and Helpdesk Services will be provided solely to the Customer’s Dedicated Representative (Sec. G.11).

ASCon is released from the obligation to provide Support to the extent that (a) Support is requested by persons other than the Dedicated Representatives or (b) a reported Problem is not due to a reproducible Error in the ASCon Solution or other breach imputable to ASCon, in particular if it is caused by hardware, network or system issues or by third party software applications that have not been certified by ASCon for use with the ASCon Solution

All other provisions with respect to Services and Deliverables, including, without limitation, Secs. G.1 through G.12, H, and I, shall also apply to Support.