General Terms and Conditions (GTC)

These General Terms and Conditions (hereinafter “GTC”) of apichap apply to all agreements concluded between the user and apichap regarding the use of platforms, software solutions, APIs, AI agents, AI-powered applications, Hosted Services, On-Premise solutions, and other services offered by apichap (hereinafter collectively referred to as the “Services”).

Users within the meaning of these GTC are exclusively businesses within the meaning of Section 1 of the Austrian Commercial Code (UGB).

These GTC shall apply exclusively and shall prevail over any general terms and conditions or other contractual terms of the user. Any conflicting or deviating terms of the user shall only apply if expressly agreed to in writing by apichap.

Unless expressly agreed otherwise, only these GTC in their version valid at the time of conclusion of the contract shall apply.

apichap shall be entitled to amend these GTC at any time with effect for the future if such amendments are necessary for objective reasons, in particular due to:

• technical developments,
• changes to the Services offered,
• changes in legal or regulatory requirements,
• or adjustments to business processes.

Changes to the GTC shall be communicated to the user at least 30 days prior to their effective date via e-mail or publication on a website operated by apichap. If the user does not object to the changes in writing or by e-mail within 30 days of receipt of the notification, the changes shall be deemed accepted. apichap shall specifically inform the user of this legal consequence.

In the event of a timely objection, apichap shall be entitled to terminate existing contractual relationships in due time while observing agreed contractual terms.

apichap provides users with software solutions, platforms, APIs, AI agents, AI-powered applications, Hosted Services, and other digital services and technologies (“Services”).

Depending on the agreement, the Services may be provided:

• cloud-based or hosted by apichap,
• locally on the user’s systems (“On-Premise”),
• or in hybrid form.

The specific scope of services, available functionalities, usage rights, technical requirements, terms, and any usage restrictions shall result from:

• the respective offer or order form,
• product-specific service descriptions,
• price and product information on the respective apichap websites,
• as well as supplementary written agreements between the contracting parties.

Information provided on websites, in presentations, documentation, technical descriptions, or other materials of apichap serves solely as a general description of the Services and shall not constitute guaranteed characteristics or guaranteed results unless expressly agreed otherwise in writing.

If apichap provides free trial versions, free tiers, or other free services, this shall be done voluntarily and without any entitlement to specific availability, functionality, support, or permanent provision.

The use of apichap Services requires acceptance of these GTC.

By registering, placing an order, activating a user account, using the Services, or accessing platforms, APIs, or software solutions provided by apichap, the user confirms having read and accepted these GTC.

The specific scope of services, agreed usage rights, terms, remuneration, and any usage restrictions shall result from:

• the respective offer or order form,
• the booked Services,
• the order confirmation,
• or other written agreements between the contracting parties.

Offers made by apichap are non-binding and subject to change unless expressly designated as binding.

apichap endeavors to provide the Services as uninterruptedly as possible and in accordance with the current state of technology. However, entitlement to specific availabilities, functionalities, compatibilities, or uninterrupted usability shall only exist if expressly agreed in writing.

apichap shall be entitled to further develop, technically modify, update, restrict, or alter the Services at any time, provided that the essential contractual core services are not entirely removed.

The Services may wholly or partially rely on infrastructure, software, models, APIs, or services provided by third parties. apichap assumes no warranty or liability for the permanent availability, compatibility, or functionality of such third-party services.

apichap shall be entitled to carry out maintenance work, technical modifications, updates, security measures, or other work that may lead to temporary restrictions or interruptions of the Services.

Unless expressly agreed otherwise, apichap does not owe any specific economic success, specific availability, specific performance, or error-free and uninterrupted usability of the Services.

If AI-powered functions or automated processes are part of the Services, generated content, results, analyses, or recommendations may be incomplete, incorrect, or unsuitable. The user is obliged to independently review all results before using them productively, commercially, or for legally relevant purposes.

Subject to compliance with the contractual terms and all agreed payment obligations, apichap grants the user a simple, non-exclusive, non-transferable, and non-sublicensable right to use the Services within the agreed scope for the user’s own business purposes.

Unless expressly agreed otherwise in writing, all rights to the Services, Platforms, APIs, software solutions, source codes, models, designs, concepts, documentation, and other components of the Services shall remain exclusively with apichap or the respective rights holders.

The user shall not be entitled to:

• provide, rent, resell, or offer the Services to third parties, whether for consideration or free of charge, including as a managed service;
• copy, reproduce, or distribute the Services or parts thereof unless mandatory statutory provisions permit this;
• circumvent or remove protection mechanisms or access restrictions;
• decompile, reverse engineer, disassemble, or otherwise attempt to determine the source code, underlying models, algorithms, or technical structure of the Services;
• perform automated access, scraping, excessive usage, or any other abusive use;
• use the Services for the development of competing products or services;
• systematically use outputs, models, or results of the Services to create, train, or improve other models or systems unless expressly permitted in writing.

If Services are operated locally by the user (“On-Premise”), all rights to the underlying software shall remain exclusively with apichap. The user shall only receive the expressly granted usage rights.

The user is obliged to keep access credentials, API keys, and other access options confidential and to protect them against unauthorized access through appropriate technical and organizational measures.

Excessive, unlawful, abusive, or otherwise harmful use endangering the stability, security, or integrity of the Services may result in temporary restriction or suspension of access to the Services.

The user is responsible for the lawful use of all AI-powered functionalities and for ensuring that the use of the Services does not violate any legal, regulatory, or governmental requirements. The Services do not constitute legal, tax, financial, medical, or other professional advice.

The use of certain Services of apichap may be subject to fees. The respective agreed prices, remuneration, usage scope, terms, and billing intervals shall result from:

• the respective offer or booking form,
• the booked Services,
• the current price and product information of apichap,
• or other written agreements between the contracting parties.

Unless expressly agreed otherwise, all prices are net prices plus applicable statutory VAT and other applicable taxes and charges.

Unless otherwise agreed, invoices issued by apichap shall be due for payment immediately upon invoicing without deduction.

Payments may be processed through external payment service providers. Additional terms and conditions of the respective payment service provider may apply to payment processing.

Invoices, order confirmations, and license keys shall be sent automatically and exclusively via e-mail.

If any country-specific fees or taxes arise in connection with the use of apichap Services, the user shall be obliged to pay such fees and taxes in due time and shall indemnify and hold apichap harmless against any third-party claims arising therefrom.

Depending on the agreement, the Services may be:

• hosted and operated by apichap,
• operated locally by the user (“On-Premise”),
• or provided in hybrid form.

If Services are hosted or operated by apichap, apichap shall be entitled to use its own or third-party infrastructure, hosting providers, cloud platforms, and other technical service providers for the provision of the Services.

If Services are operated locally by the user, the user shall be solely responsible for the provision, security, maintenance, configuration, and proper operation of its technical infrastructure unless expressly agreed otherwise in writing.

Installation, integration, migration, maintenance, support, consulting, training, or other professional services shall only be provided on the basis of separate agreements or offers.

apichap does not owe on-site support, specific response or resolution times, permanent availability of support services, or customization of the Services to the individual needs of the user.

apichap shall be entitled to carry out maintenance work, updates, security measures, technical modifications, or migrations insofar as this is necessary or appropriate for the operation, security, further development, or integrity of the Services.

The contracting parties undertake to comply with all applicable data protection laws, in particular the General Data Protection Regulation (“GDPR”) and supplementary national data protection provisions.

If the user processes personal data within the scope of using the Services, the user shall be solely responsible for the lawfulness of the processing, the permissibility of the use, and the protection of the rights of data subjects unless apichap expressly acts as a data processor.

If apichap processes personal data on behalf of the user, the contracting parties shall conclude a separate data processing agreement (“DPA”). If apichap provides such agreement electronically or through the respective Platforms, it shall be deemed accepted upon use of the respective Services unless expressly agreed otherwise.

apichap shall be entitled to use affiliated companies, hosting providers, cloud providers, technical service providers, and other subcontractors for the provision of the Services.

Further information regarding the processing of personal data by apichap can be found in the applicable privacy notices or privacy policies of the respective Platforms.

The statutory warranty provisions shall apply, excluding any statutory reversal of the burden of proof. The user shall bear the burden of proof that a defect already existed at the time of delivery. The statutory warranty period shall be limited to six months.

apichap does not warrant that the expectations of the user will be fulfilled.

Technical information and descriptions on the website (www.apichap.com) and on the websites of the individual Services do not constitute agreed or guaranteed characteristics of apichap and may be changed by apichap at any time.

If AI-powered functions or automated processes are part of the Services, generated content, analyses, recommendations, or other results may be incomplete, incorrect, or unsuitable. The user is obliged to independently review all results before productive, commercial, or legally relevant use.

apichap provides no warranty for:

• the permanent availability of third-party providers, third-party software, APIs, models, or other external services,
• uninterrupted availability of internet or network connections,
• damages or restrictions caused by improper use, misconfiguration, or interventions by the user.

To the extent Services are provided free of charge, as trial versions, beta versions, or free tiers, they are provided without any warranty to the extent permitted by law.

Unless otherwise provided by written agreements between apichap and the user or by mandatory statutory provisions, claims for damages and reimbursement of expenses by the user are excluded regardless of the legal basis.

The limitation of liability shall not apply if damages were caused intentionally or by gross negligence of apichap. Liability for personal injury shall remain unaffected.

apichap may not be used for unlawful or abusive purposes. apichap shall not be liable for abusive use or use contrary to these GTC.

apichap excludes any liability for indirect damages, lost profits, loss of interest, lost savings, consequential damages, financial losses, or damages resulting from third-party claims.

apichap shall not be liable for damages resulting from the installation or use of the Services (e.g., data loss). apichap is not responsible for security or backup measures relating to the user’s data. Furthermore, apichap shall not be liable for defects in the Services or damages resulting from improper configuration by the user, regardless of the legal basis.

The user is obliged to implement appropriate backup, security, and control measures in accordance with the current state of technology.

apichap further assumes no liability and provides no warranty for any specific characteristic, use, success, or result.

apichap shall not be liable for any infringement of third-party rights by the user, in particular with regard to copyright or trademark violations. If apichap is held liable by third parties due to such infringement by the user, the user shall fully indemnify and hold apichap harmless against all resulting disadvantages and claims.

Unless expressly agreed otherwise, contracts regarding paid Services shall be concluded for the agreed contractual term.

The agreed contractual term and any notice periods shall result from the respective offer or order form, the booked Services, or other written agreements between the contracting parties.

Unless otherwise agreed, contracts for recurring Services shall automatically renew for the originally agreed contractual term unless terminated in writing by either party with 30 days’ notice prior to the end of the respective term.

The right to extraordinary termination for good cause shall remain unaffected.

apichap shall in particular be entitled to temporarily restrict access to the Services or terminate contracts extraordinarily if:

• the user violates these GTC,
• payment default exists,
• the Services are used abusively or unlawfully,
• the security, stability, or integrity of the Services is endangered,
• or legal or regulatory requirements make such measures necessary.

Upon termination of the contractual relationship, all usage rights of the user regarding the affected Services shall end unless expressly agreed otherwise.

For all disputes arising out of or in connection with this contract, the exclusive place of jurisdiction shall be Linz, Austria, provided the user is a legal entity or has no general place of jurisdiction in Austria.

Austrian law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law provisions of private international law.

Should any provision of these GTC be invalid, the validity of the remaining provisions shall remain unaffected.

Any agreements as well as any subsequent supplementary or deviating agreements must be made in writing to be effective. This shall also apply to any waiver of this written form requirement. Text form (e-mail) shall be sufficient to comply with the written form requirement. In the event of contradictions between these GTC and deviating written agreements between the contracting parties, the provisions of the deviating agreements shall prevail.

Unless the user expressly objects in writing, apichap is entitled to use the user’s company name and company logo as a reference for marketing and sales purposes. Any publication of confidential information, specific project details, technical implementations, or other non-public information shall only take place following prior separate coordination with the user.