Terms & Conditions

1. General

1.1 Steax provides the services selected by the customer in the License certificate during the term of the contract. These General Terms and Conditions therefore apply in addition to the contents of the License certificate.

1.2 The nature and scope of the services owed are set out in the License certificate. These services are hereinafter referred to as IT Services.

1.3 If the Customer commissions STAEX with the provision of IT Services, these shall be services which are predominantly provided on the premises of STAEX or its subcontractors and which are made available to the Customer via the Internet / by means of telecommunications. The purpose and content of the IT Services shall be the access to services of STAEX, without infrastructure or software of STAEX being handed over to the Customer for this purpose. The Customer shall only have access to the results of the IT Services provided by STAEX.

1.4 An individual contract shall be concluded by entering into the License certificate and these GTC (so-called "Individual Contract"). The Customer's terms and conditions shall not apply unless STAEX has expressly agreed to them.

1.5 The Customer shall ensure that STAEX receives all necessary information in order to prepare its offer. Should new circumstances or circumstances not previously known to STAEX arise after the conclusion of the Agreement, the Customer shall bear the expenses incurred by STAEX due to the circumstances.

1.6 Should the Customer realize during the term of the Agreement that STAEX requires further information for the performance of its contractual obligations, the Customer shall obtain such information, if necessary from a third party, without being requested to do so, to a reasonable extent and provide it to STAEX without undue delay.

1.7 Should the Customer be subject to an audit / investigation by a governmental authority (e.g. Federal Network Agency, public prosecutor's office, etc.), STAEX shall support the Customer to a reasonable extent. Should additional expenses be incurred by STAEX in this context, Customer shall remunerate STAEX accordingly beyond the basic remuneration.

1.8 The IT Services provided by STAEX shall comply with the recognized state of the art in science and technology as well as with the common and relevant standards in the IT industry.

2. Subject of the contract

2.1 STAEX operates or has operated IT infrastructures in order to provide IT Services to its Customers. The Customer shall be given the technical possibility and authorization to access the IT Services via the Internet and/or Intranet. For this purpose, STAEX shall provide the IT Service, i.e. the software applications operated in the IT infrastructure, for use by the Customer and the Users authorized by the Customer.

2.2 If the IT Services are provided via the Internet, the Customer shall ensure that it has access to the IT Services provided by STAEX on the Internet.

2.3 Upon conclusion of the Agreement, STAEX shall inform the Customer which system requirements are necessary on the Customer's side in order to use the IT Services of STAEX.

2.4 If the requirements for the Customer's system requirements change, STAEX shall notify the Customer thereof at an early stage. Customer shall be responsible for the use of the correct infrastructure on its side.

3. Terms for IoT SIM card resale services

3.1 STAEX acts as a reseller of IoT SIM cards with associated mobile data plans ("SIM Services"). The SIM Services are provided through third-party mobile network operators and their infrastructure. STAEX does not operate the underlying mobile network infrastructure.

3.2 The scope of SIM Services, including data volume, network coverage, supported frequencies, and pricing, shall be specified in the License certificate or a separate SIM Service Agreement.

3.3 Network Coverage and Quality: STAEX makes no guarantee regarding the availability, coverage, or quality of the mobile network services in specific locations. Network performance depends on the third-party network operator's infrastructure and is subject to factors beyond STAEX's control, including but not limited to network congestion, geographical limitations, and technical maintenance.

3.4 Data Volume and Fair Use: The Customer shall use the allocated data volume in accordance with the specifications in the License certificate. STAEX reserves the right to throttle data speeds or suspend services temporarily if usage patterns indicate abuse or violation of fair use policies, including but not limited to: excessive streaming, file sharing, or usage patterns inconsistent with typical IoT device communication.

3.5 SIM Card Activation and Provisioning: STAEX shall provide the Customer with IoT SIM cards and necessary activation credentials within a reasonable timeframe after contract conclusion. The Customer is responsible for proper installation and configuration of SIM cards in their IoT devices.

3.6 Roaming Services: If roaming services are included in the SIM Service package, the specific countries and regions covered shall be specified in the License certificate. Roaming availability and data rates are subject to agreements between the underlying network operators and may change without prior notice.

3.7 SIM Card Ownership and Return: The SIM cards remain the property of STAEX or its network operator partners. Upon termination of the SIM Services, the Customer shall return all SIM cards to STAEX at the Customer's expense within 14 days, unless otherwise agreed. Failure to return SIM cards may result in additional charges as specified in the License certificate.

3.8 Service Interruptions: STAEX shall not be liable for service interruptions caused by the third-party network operators, including but not limited to scheduled maintenance, network upgrades, or force majeure events. STAEX shall inform the Customer of scheduled maintenance when notified by the network operator.

3.9 Data Security: The Customer acknowledges that mobile data transmission may be subject to interception or unauthorized access. The Customer is responsible for implementing appropriate encryption and security measures for data transmitted via the SIM Services. STAEX recommends using the SIM Services in combination with STAEX's encrypted P2P infrastructure for enhanced security.

3.10 Prohibited Uses: The Customer shall not use the SIM Services for: (a) illegal activities or transmission of illegal content; (b) spamming or unsolicited mass communications; (c) activities that could damage or impair the network operator's infrastructure; (d) resale or redistribution of mobile data services without prior written consent from STAEX; (e) insertion of SIM cards in unauthorized devices or modification of SIM cards.

3.11 Price Changes: STAEX reserves the right to adjust prices for SIM Services with 30 days' prior written notice if the underlying network operator changes their pricing structure. In case of price increases exceeding 10% of the original contract value, the Customer shall have the right to terminate the SIM Services with immediate effect within 14 days of receiving the notification.

3.12 Termination of SIM Services: In addition to the general termination provisions in Section 8, STAEX may suspend or terminate SIM Services immediately without notice if:

(a) the Customer exceeds allocated data volumes by more than 150% without prior agreement;

(b) the Customer uses the SIM Services in violation of Section 3.10;

(d) the Customer fails to pay invoices for SIM Services within 14 days after the due date.

3.13 Liability Limitation for SIM Services: In addition to the general liability provisions in Section 11, STAEX's liability for SIM Services shall be limited to direct damages and shall not exceed the total fees paid by the Customer for SIM Services in the 12 months preceding the claim. STAEX shall not be liable for any damages resulting from network coverage gaps, data transmission errors, or service interruptions caused by third-party network operators.

3.14 Regulatory Compliance: The Customer shall comply with all applicable telecommunications laws and regulations in the countries where the SIM Services are used. The Customer shall be solely responsible for obtaining any necessary licenses or approvals for using IoT devices with mobile connectivity in their jurisdiction.

4. Availability

4.1 The availability of the IT Services provided by STAEX result from the Key Performance Indicators ("KPI") agreed in the corresponding Service Level Agreements ("SLA").

4.2 The number of Customer Users and nodes shall be specified in the License certificate beforehand. If no specific number of Customer Users is specified, STAEX may determine such number at its reasonable discretion.

5. Data security and documentation

5.1 STAEX will only perform a commercial and state-of-the-art data backup for its data according to the recognized standards. Data backup of customer data will only be performed after separate order.

5.2 STAEX shall provide sufficient and appropriate documentation on its IT Services and data backup to the Customer upon request. The quality of the documentation should enable a specialist to familiarize himself at any time in the shortest possible time.

6. Rights of use

6.1 Should rights of use be necessary for the use of STAEX's IT Services, Customer shall receive the non-exclusive, non-transferable and non-sublicensable right, limited in time to the term s, to access IT Services via the Internet and to use the functionalities associated with the IT Service for its internal business purposes in accordance with the License certificate. The Customer shall not receive any rights beyond this, in particular to the software applications or the operating software.

6.2 The Customer is not entitled to use the IT Service beyond the use permitted under the terms of the individual agreement or to have it used by third parties or to make it accessible to third parties. In particular, the Customer is not permitted to reproduce, sell or temporarily transfer IT Services or parts thereof, especially not to rent or lend them.

6.3 For each case in which the Customer culpably enables the use of the IT Service by third parties or users not named by the Customer, the Customer shall in each case pay liquidated damages in the amount of one quarter of the remuneration payable for the regular term of the contract. If the remaining term of the contract is more than 36 months, only a period of 36 months shall be taken as a basis. The compensation shall be higher if STAEX proves a higher damage or the Customer proves a lower damage. STAEX reserves the right to assert further claims for damages. If the Customer can credibly prove a lower damage, the Customer shall only have to compensate the actual damage.

6.4 In the event of an unauthorized transfer of use, the Customer shall, in accordance with the applicable provisions of data protection law, upon STAEX's request, immediately provide STAEX with all information necessary to assert claims against the User, in particular the User's name and address.

6.5 If STAEX is permanently prevented from providing the IT Service in accordance with the contract due to third party intellectual property rights, STAEX shall be entitled to refuse to provide the services affected thereby. STAEX shall inform the Customer thereof without undue delay and shall enable the Customer to access its data in a suitable manner. In this case, the Customer shall not be obliged to make any payment. Other claims or rights of the Customer shall remain unaffected.

6.6 If third-party software (e.g. Microsoft products) is used, dedicated end user terms and conditions shall apply for these on a case-by-case basis, which shall then be attached to the individual contract as an appendix.

7. Data protection

7.1 Both parties shall comply with the applicable data protection provisions, in particular those valid in Germany, and shall oblige their employees deployed in connection with the IT service provision contract to maintain data secrecy in accordance with Art. 28 DSGVO (German Data Protection Regulation), insofar as they are not already generally obliged to do so.

7.2 STAEX may store personal data of the Customer within the scope of data collection and data processing. STAEX shall use such data only for processing purposes and as a legal basis in the preparation of offers, order processing and sales activities with the Customer (Art. 6 para. 1 b p. 1 lit. b DSGVO). In the case of order processing, the required data, which includes name, delivery and billing address and other details of an order, are required and prescribed by the customer. Contact data, such as e-mail address or telephone number, are used by STAEX to confirm an order and to coordinate dates.

7.3 In order to regulate this data processing in compliance with the data protection provisions, both parties shall conclude a "Contract on Commissioned Data Processing" in accordance with Art. 28 DSGVO, which is an integral part of the IT Service Providing Agreement.

8. Term, termination and cancellation

8.1 The term of the IT service shall be determined by the information provided in the offer. If nothing is stated in the offer, a minimum contract term of 3 years shall apply, which can be terminated at the end of each year with a 3-month notice period.

8.2 STAEX shall be entitled to withdraw from the Agreement in whole or in part if the Customer suspends its payments or services due to insufficient creditworthiness, if a preliminary insolvency administrator is appointed or if insolvency proceedings are opened against the Customer's assets. In case of withdrawal, STAEX shall be entitled to claim an appropriate remuneration for the deliveries and services rendered so far in order to continue the work.

8.3 In case of termination, STAEX shall keep the Customer's Data for 12 weeks after the effective date of termination, so-called "Archive Period". During this archive period, STAEX shall make the Data available to the Customer in a recognized and commercially available standard form for download or on a transportable data carrier. After this archive period, STAEX shall be entitled to delete the Data.

8.4 STAEX will also make all documentation and information available for download or a transportable data carrier during the archive period.

8.5 If STAEX stores transaction data in connection with the use of the Services by the Customer's employees, such data may be stored for a maximum period of 7 days.

9. Remuneration

9.1 The remuneration results from the prices listed in the offer, if nothing is agreed then according to the local customary rate. The remuneration shall be due immediately upon receipt of the respective invoice. Unless otherwise agreed, STAEX shall invoice its services on a monthly basis.

9.2 All prices communicated by STAEX are net prices and are subject to the addition of the applicable statutory value-added tax (VAT) or comparable indirect taxes. VAT or any such taxes will be shown separately on all invoices issued by STAEX. For cross-border services, the Customer shall provide STAEX with all necessary information (including VAT identification numbers) required for the correct tax treatment of the transaction.

10. Cooperation duties and obligations of the customer

10.1 The customer shall fulfill the duties to cooperate described in the offer for the performance and execution of the individual contract. Furthermore, he shall fulfill all duties to cooperate that are necessary and customary for the fulfillment of the contract.

10.2 The Customer shall name all Users intended by it for the use of the IT Service. Furthermore, Customer undertakes to notify STAEX of any change in the allocation of User accesses caused by organizational changes, change of employees or the like.

10.3 The Customer shall protect usage and access authorizations as well as identification and authentication backups assigned to the Users from access by third parties and shall not pass them on to unauthorized Users.

10.4 The Customer undertakes that (e.g. when taking over texts and data of third parties on servers of STAEX) no industrial property rights and copyrights are infringed.

10.5 The Customer shall obtain the necessary consent of the respective data subjects insofar as it collects, processes or uses personal data within the scope of the use of the IT service and no statutory permissible circumstance intervenes.

10.6 Customer shall not misuse STAEX's IT services or allow them to be misused, in particular shall not transmit any information offers with illegal or immoral contents or refer to such information which serves to incite the people, incite to criminal acts or glorify or trivialize violence, are sexually offensive or pornographic or which are in any other way suitable to seriously endanger children or adolescents morally or to impair their well-being or which may damage STAEX's reputation.

10.7 The Customer shall refrain from any unauthorized attempt to retrieve information or data by itself or by unauthorized third parties, to intervene in programs operated by STAEX or to have such programs intervened in or to penetrate data networks of STAEX without authorization.

10.8 The Customer shall not misuse the possible exchange of electronic messages for the unsolicited sending of messages or information to third parties for advertising purposes (spamming).

10.9 The Customer shall back up the data transmitted to STAEX on a regular basis and in accordance with the requirements of the risk, but at least once a day, and shall make its own back-up copies in order to ensure the possibility of reconstructing the data and information in case of loss.

10.10 Before sending data and information, the customer shall check them for viruses and use state-of-the-art virus protection programs.

10.11 After submitting a fault report, STAEX shall be reimbursed for the expenses incurred by the inspection if it turns out after the inspection that there was no fault in the technical equipment of STAEX and that the Customer could have recognized this by reasonable trouble-shooting.

10.12 Until the IT Service Provider Agreement or License Ceritificate is terminated, the Customer shall back up its accessible data inventories (e.g. mailbox contents, directory contents and documents) in the system by downloading them, since it cannot be ruled out that the Customer will no longer be able to access these data inventories after the IT Service Provider Agreement is terminated.

11. Liability

11.1 STAEX shall be liable for any personal injury for which it is responsible up to an amount of 50 thousand euros and, in case of any damage to property for which it is responsible, shall reimburse the expenses for the restoration of the property up to an amount of 50 thousand euros per damage event. In the event of damage to data storage media, the obligation to compensate shall not include the expenses for the recovery of lost data and information. In case of loss of data, STAEX shall only be liable for the expenses necessary for the recovery of the data in case of proper data backup by the Customer.

11.2 Claims for defects, damages or reimbursement of expenses by the customer other than those expressly mentioned in these GTC - based on the contract, tort or any other legal grounds, in particular claims for business interruption, loss of profit, consequential damages and loss of information and data - shall be excluded unless liability is mandatory, e.g. under the Product Liability Act or in cases of intent, gross negligence or breach of fundamental contractual obligations. Compensation for damages or expenses due to breach of material contractual obligations shall, however, be limited to the foreseeable damage typical for the contract, except in cases of intent or gross negligence. Essential contractual obligations are those whose fulfillment characterizes the contract and on which the customer may rely.

11.3 STAEX shall not be responsible for service restrictions and delays, in particular due to force majeure, e.g. mobilization, war, riot or similar events, e.g. strike, lockout, viruses or hacker attacks.

11.4 Insofar as the contracting parties have agreed in the performance certificates on a lump-sum compensation for a defect of a service, the reduction, damages and reimbursement of expenses due to this defect shall be governed by the provisions agreed in the performance certificate.

11.5 Claims and rights against STAEX shall become time-barred 12 months after complete performance of the Services or premature termination of the Contract, unless liability is mandatory, e.g. under the Product Liability Act or in cases of intent, gross negligence or breach of fundamental contractual obligations.

11.6 If a third party asserts claims against the Customer due to the infringement of industrial property rights or copyrights (hereinafter: Property Rights) by the Services delivered by STAEX and if the use of the Services is impaired or prohibited as a result thereof, STAEX shall be liable as follows: STAEX shall, at its option and expense, either modify or replace the Services in such a way that they do not infringe the Proprietary Right but still essentially comply with the agreed specifications, or indemnify the Customer against license fees for the use of the Services vis-à-vis the third party, or take back the Services against reimbursement of the remuneration paid by the Customer less an amount taking into account the time of use of the Services.

11.7 The prerequisites for STAEX's liability pursuant to clause 10.6 are that the Customer immediately notifies STAEX in writing of any claims by third parties due to an infringement of an Intellectual Property Right, does not acknowledge the alleged infringement and conducts any dispute, including any out-of-court settlements, only in agreement with STAEX. If the Customer discontinues the use of the Services in order to mitigate damages or for other important reasons, the Customer shall be obliged to point out to the third party that the discontinuation of use does not constitute an acknowledgement of the infringement of the Intellectual Property Rights.

11.8 Insofar as the Customer itself is responsible for the infringement of the Intellectual Property Rights, any claims against STAEX shall be excluded. The same shall apply if the infringement of the Intellectual Property Rights is based on special specifications of the Customer, is caused by an application STAEX could not foresee or is caused by the fact that the part/work result is modified by the Customer or is used together with work results not delivered by STAEX.

11.9 Further claims of the customer due to an infringement of third party property rights are excluded. However, the customer's statutory right to terminate for cause shall remain unaffected.

11.10 The Customer shall indemnify STAEX against all claims of third parties based on an unlawful use of the IT Service by the Customer itself or a third party (e.g. authorized or unauthorized users) for which the Customer is at least negligently responsible, in particular to the extent that data protection, copyright or other legal disputes arise in connection with the unlawful use of the IT Service. If Customer recognizes or has to recognize that such an unlawful use is imminent or exists, it shall be obliged to inform STAEX without undue delay.

12. Use of IT services in breach of contract

12.1 STAEX shall be entitled to block access to the IT Service in the event of a breach by the Customer or the Users designated by the Customer of any of the obligations set forth in Section 10 of these Terms and Conditions. Access shall be restored only after the risk of repetition has been eliminated by the submission of an appropriate cease-and-desist declaration to STAEX, which is subject to a penalty.

12.2 The Customer shall remain obligated to pay the agreed remuneration in the event of a blockage of the IT Service pursuant to Section 10.

13. Secrecy

13.1 STAEX shall protect the Customer's business secrets within the meaning of § 2 of the German Business Secrets Act (GeschGehG) with appropriate confidentiality measures and shall release them immediately after the end of the Agreement upon request, unless there is a contractual and legal necessity for STAEX to keep the business secrets.

13.2 The Customer shall keep business secrets and other information obtained through STAEX confidential during the term of the Agreement and beyond, as long as and to the extent that such information has not lawfully become generally known or STAEX has agreed in writing to disclose such information in individual cases, and shall use such information only for the purpose provided for in the Agreement.

14. Pre-payment

14.1 STAEX requires a pre-payment ("Pre-Payment") for all IT Services and SIM Services provided under an Individual Contract. The obligation to make a Pre-Payment applies to every Customer and becomes due upon the conclusion of the Individual Contract, unless otherwise expressly agreed in writing.
14.2 The amount, structure and due date of the Pre-Payment shall be specified in the respective License Certificate. STAEX may determine the Pre-Payment at its reasonable discretion, taking into account the total contract value, project structure, milestones, risk considerations and other relevant commercial factors.
14.3 Unless otherwise stated in the License Certificate, the Pre-Payment is a condition precedent for STAEX to commence service delivery. STAEX shall not be obliged to start any work or provide any IT Services or SIM Services until the Pre-Payment has been received in full.
14.4 Pre-Payments shall be credited against future invoices or milestone payments as defined in the License Certificate. STAEX is entitled to request additional Pre-Payments during the term of the Agreement if the scope of services increases or if new circumstances arise that materially affect the cost structure of the project.
14.5 In the event that the Customer delays or fails to pay the agreed Pre-Payment, STAEX may suspend the provision of services, postpone agreed project timelines, or terminate the Individual Contract for good cause in accordance with Section 8. Any such suspension shall not release the Customer from its payment obligations.

15. SCHUFA Information

Notification in accordance with the requirements of § 31 para. 2 p. 1 no. 4 BDSG. We would like to point out that, in accordance with Art. 6 Para. 1 Letter f DS-GVO, we may transfer data on unpaid debts to SCHUFA Holding AG, Kormoranweg 5, 65201 Wiesbaden, Germany, and that this data may be taken into account in the determination of probability values (scoring), provided that you have received at least two written reminders after the debt became due, the first reminder was sent at least four weeks ago and you have not disputed the debt.

Further information about SCHUFA is available in the SCHUFA information sheet and at http://www.schufa.de/datenschutz.

16. Miscellaneous

15.1 Ancillary agreements must be made in writing. This requirement may only be waived in writing.

15.2 German law shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.3 The place of performance shall be the registered office of STAEX. The place of jurisdiction shall be Berlin.