Condições de Parceiro Spacegraph

Spacegraph Partner Terms

Version 1.0, effective from 15 September 2026

Issued by LETO SPACE GmbH, Stremayrgasse 16, 8010 Graz, Austria, registered with the Landesgericht für Zivilrechtssachen Graz under FN 609684w, VAT ATU79711509, partners@spacegraph.com

These Spacegraph Partner Terms consist of Part A (Core Terms) and Annexes 1 to 4. The summary displayed at checkout highlights key terms and does not form part of the contract.

Part A: Core Terms

1. Parties and eligibility

1.1 These Core Terms, together with Annexes 1 to 4 (the “Spacegraph Partner Terms” or the “Terms”), govern the contract between LETO SPACE GmbH, Stremayrgasse 16, 8010 Graz, Austria, registered with the Landesgericht für Zivilrechtssachen Graz under FN 609684w, VAT ATU79711509 (“we”, “us”), and the business or public body identified in the Order Summary (“you”). We operate the Spacegraph platform at spacegraph.com (the “platform”).

1.2 Spacegraph Partner Status (“Partner Status”) is available only to entrepreneurs within the meaning of § 1 UGB and to public bodies. It is not available to consumers. The self-service checkout is not available to natural persons who have not yet commenced business operations and would be ordering in preparation for founding a business (§ 1 Abs 3 KSchG); if this applies to you, contact partners@spacegraph.com and we will conclude an individual agreement. By placing an order you confirm that you are acting in the course of your business or official activity, that you are not ordering in preparation for founding a business, and that you are not a consumer under any law applicable to you.

1.3 The person completing the checkout confirms that he or she is authorised to bind you. We may rely on that confirmation.

2. Contract documents

2.1 Your contract with us consists of the following documents:

• the Order Summary generated at checkout and sent with the Order Confirmation (the “Order Summary”);

• these Core Terms; and

• Annex 1 (Service Description), Annex 2 (Revenue Share Terms), Annex 3 (Data Terms) and Annex 4 (Brand Guidelines) (the “Annexes”), each in the version stated in the Order Summary.

If the documents conflict, the Order Summary prevails over the Annexes, and the Annexes prevail over these Core Terms. No Annex may derogate from clauses 12, 14 or 15. Where the standard contractual clauses referred to in Annex 3 apply, they prevail over all other documents.

2.2 The Order Summary states at least: your identity and your VAT identification number or other tax identification number; the name and role of the person ordering; your tier (Pro or Enterprise); the fee and the billing frequency; the applicable VAT treatment; your notice address; the revenue share percentage; the version of these Core Terms and of each Annex; and, where Annex 3 so provides, your accession to the standard contractual clauses.

2.3 The prices and tiers shown on the platform are an invitation to order. Your click on “Pay and activate” is a binding offer. The offer lapses if you have not received our confirmation email under the next sentence within 2 Working Days. The contract is formed when our automatic confirmation email (the “Order Confirmation”), sent after your payment method has been authorised, reaches your mailbox (§ 12 ECG). The date of the Order Confirmation is the “Effective Date”.

2.4 Before ordering you can review, correct and print your order details and the contract documents. The Order Confirmation attaches the accepted documents, and they remain available in your account for the duration of the contract. The contract language is English; translations are provided for convenience only and the English text prevails. We do not subscribe to any code of conduct within the meaning of § 9 Abs 2 ECG.

2.5 Your account terms of use and our privacy notice continue to apply to your account. For Partner Status and everything covered by this contract, this contract prevails over the account terms of use. Separately negotiated agreements between us, including any non-disclosure agreement, are not affected by this contract.

2.6 In all contract documents: a “Working Day” is a day other than a Saturday, Sunday or public holiday in Austria; an “affiliate” is an undertaking that controls, is controlled by or is under common control with a party (§ 189a Z 8 UGB); a “direct competitor” of ours is an undertaking operating a platform or service that matches space-sector solution providers with customers or assesses such solutions for procuring bodies; “force majeure” means an event beyond a party’s reasonable control that it could not have avoided by reasonable precautions, including natural disaster, war, epidemic, official orders, widespread internet or power failure and failures of third-party infrastructure not attributable to the party; and the “badge” is the “Spacegraph Partner” mark described in Annex 4. Terms defined in an Annex have the same meaning in all contract documents.

3. Activation and verification

3.1 Partner Status is active from the Effective Date. Within 14 days of the Effective Date we may verify that you are a validly existing business or public body, that you are not a sanctioned person (clause 13), and that you offer solutions within the scope of the platform. If verification fails, we may terminate the contract immediately by written notice and refund your fee less a pro-rata amount for the days on which Partner Status was active.

4. Scope of Partner Status

4.1 You receive the profile features and services of your tier as described in Annex 1, paragraph 1, and you may display the badge under Annex 4 while your Partner Status is active.

4.2 The contract is non-exclusive for both parties. You may list your solutions anywhere else, and we may admit your competitors to the platform.

4.3 The order of results among the solutions included in a result set or comparison is determined by relevance to the user’s stated requirement. The main parameters, in descending order of importance, are: the match between the solution’s documented capabilities and the requirement; geographic and data coverage; completeness and currency of the profile; and filters selected by the user. A full description of these parameters and of the reasons for their relative importance is published on the platform and is incorporated into these Core Terms by reference. Neither your tier nor any fee or revenue share influences that order. Your tier determines whether your profile takes part in specific actions, as set out in Annex 1; a submitted tender response is assessed in Tender Analysis regardless of tier (Annex 1, paragraph 2). We do not guarantee any placement, visibility or business volume.

5. Provider Content and AI output

5.1 You grant us a non-exclusive, worldwide, royalty-free licence for the term of the contract to host, reproduce, translate, index, structure, summarise, display and otherwise process the content you supply about your company and your solutions (“Provider Content”), including in our knowledge graph and in summaries, comparisons, match explanations and scores generated by artificial intelligence (“AI”). We may sublicense this licence only to our hosting and service providers and to operators of white-label deployments of the platform that are listed in Annex 1, paragraph 3, and bound to the same licence limits; your Provider Content is shown there with attribution to you.

5.2 You warrant that you hold the rights needed to grant this licence and that your Provider Content is accurate, kept current and lawful, and that it does not infringe third-party rights.

5.3 Output generated by our AI systems is visibly identified as AI-generated on the platform and, where Article 50(2) of Regulation (EU) 2024/1689 applies to it, marked in a machine-readable format and detectable as artificially generated. Where you interact with an AI assistant on the platform, this is indicated at the start of the interaction. Generated output is decision support, not a recommendation, evaluation or certification. You may notify us of a factual error in your Provider Content as displayed or in output derived from it; we investigate and correct confirmed errors within 10 Working Days. This does not extend to rankings or scores that are based on accurate data.

5.4 You consent to your solutions and Provider Content being assessed in our Tender Analysis service (Annex 1, paragraph 2). On request we disclose the evidence underlying a score attributed to you, so far as the confidential information of others allows. Tender Analysis assesses organisations and their submitted responses, not natural persons; scores are advisory and the contracting authority remains solely responsible for its evaluation and award decision. Participation in Group Procurement (Annex 1, paragraph 2) is voluntary and by invitation; awards are decided by the contracting authorities. You acknowledge that we also act for contracting authorities and other platform users, including by assessing your solutions for them, and you expressly consent to this dual activity. For each procedure in which Tender Analysis is used we disclose to the contracting authority which assessed suppliers hold paid Partner Status and the existence of our revenue-share model. Contracts awarded in such procedures carry no revenue share (Annex 2, paragraph 4).

5.5 We target a monthly availability of the platform of 99.0% for paying tiers. Service credits under Annex 1, paragraph 7, are the sole remedy for a shortfall, except in cases of gross negligence or wilful misconduct, where clause 12.1 applies. We may change the platform and the content of the tiers. If a change materially reduces the features of your tier, we give at least 30 days’ notice by email, and you may terminate with effect from the date the change takes effect and receive a pro-rata refund of prepaid fees.

5.6 You must keep your access credentials secure, and you must not upload unlawful content, scrape the platform or attempt to manipulate rankings, scores or Tender Analysis results.

6. Revenue share

6.1 A “Qualified Introduction” (or “introduction”) occurs where, following an enquiry or contact request initiated by a customer contact, we introduce that named contact to you and record and notify the introduction as set out in Annex 2, paragraph 1. If the customer signs a contract with you for the requirement stated in the introduction record, or for a solution serving the same purpose, within 12 months of the introduction, you pay us the revenue share stated in your Order Summary (7.5% for Pro, 6% for Enterprise) on the net amounts you invoice that customer under that contract. The revenue share is limited to the first 24 months of the contract and excludes documented pass-through costs. Annex 2 sets out the recording and disputing of introductions, the exclusions (your pre-existing opportunities and customers, and awards in tender procedures in which our services were used), the calculation, reporting, verification, corrective invoices and bad debts.

6.2 You must confirm or dispute each recorded introduction in the platform within 15 Working Days of our notification; the notification states this deadline and its consequence. An introduction that is not disputed within that period is deemed accepted as recorded. Deemed acceptance confirms the facts recorded in the introduction; it does not of itself establish that a later contract results from it. The exclusion for pre-existing opportunities and customers (Annex 2, paragraph 2) may still be raised after that period, on the basis of records predating the introduction, until we first invoice revenue share for the introduction concerned; you bear the burden of proving it.

6.3 You report quarterly and pay our revenue-share invoices within 30 days of the invoice date. The revenue share is separate from your subscription fee. It survives the end of this contract for customer contracts signed within the 12-month attribution window, as set out in clause 14.5.

7. Fees and payment

7.1 You pay the fee stated in your Order Summary. Fees are stated exclusive of VAT. Fees are paid by credit or debit card or by SEPA direct debit through our payment service provider (at the date of this version: Stripe Payments Europe, Ltd.). We do not store full payment card data. By providing a payment method you authorise us to charge, through the payment service provider, the initial fee and, unless you have cancelled under clause 14.2, the fee for each renewal term and any pro-rata upgrade fee to that payment method. For SEPA direct debit you grant a SEPA Direct Debit mandate under the Core scheme through the payment service provider. You agree that the pre-notification period is shortened from 14 to 2 calendar days: we or the payment service provider notify you of each debit no later than 2 calendar days before it is due, and a renewal reminder or invoice stating the amount and the debit date, or the debit schedule in your Order Confirmation, counts as pre-notification. A debit recalled by your bank does not extinguish the underlying fee claim. Amounts exceeding the payment service provider’s per-transaction limit for SEPA direct debit (currently € 10,000 including VAT) are payable by card or by bank transfer to the account stated on the invoice; we tell you this in the invoice or renewal reminder. Invoices and receipts are issued electronically, and you agree to electronic invoicing.

7.2 The initial fee is due on the Effective Date. The fee for each renewal term is due and charged on the first day of that term. Amounts payable under an invoice are due 30 days after the invoice date unless the invoice states otherwise. A failed or recalled automatic charge does not postpone the due date. For annual billing we email you, 7 to 30 days before the renewal date, a reminder stating the renewal date, the amount to be charged including any VAT, and how to cancel; not receiving the reminder does not cancel the renewal. Each charge is followed by an electronic receipt that states how to cancel.

7.3 Taxes are treated as follows. Customers established in Austria: fees are subject to 20% Austrian VAT. Business customers and public bodies established in another EU Member State: the self-service checkout requires a VAT identification number (“VAT ID”) that is valid in VIES; if you do not have one, contact partners@spacegraph.com for an individual order. With a valid VAT ID, which you must keep current, the reverse-charge procedure applies (Article 196 of Directive 2006/112/EC) and no Austrian VAT is charged. If your VAT ID proves invalid or lapses, we may charge the VAT that would have applied without it retroactively, and you compensate us for VAT, interest and surcharges caused by an invalid VAT ID. Customers established outside the EU: no Austrian VAT is charged, provided you supply evidence of your business status (a tax or business registration number or certificate); taxes of your own jurisdiction are your responsibility. If the law requires you to withhold tax from a payment, you gross up the payment so that we receive the full amount, and each party provides residence certificates and other documents reasonably needed to reduce or reclaim withholding tax. This clause applies equally to our revenue-share invoices.

7.4 If an automatic charge fails, we notify you by email and may retry the charge; you must provide a working payment method within 7 days. If an amount remains unpaid 30 days after its due date, we may downgrade you to the free Basic Listing (Annex 1, paragraph 4). On downgrade the badge licence ends immediately and you must remove the badge within the periods stated in Annex 4, paragraph 6. If an amount remains unpaid more than 60 days after its due date, we may terminate under clause 14.4.

7.5 Overdue amounts bear statutory default interest under § 456 UGB. In addition we may claim the flat-rate compensation for recovery costs under § 458 UGB, without prejudice to reasonable further recovery costs (§ 1333 Abs 2 ABGB).

7.6 We may change the fees with effect from the start of the first renewal term that begins at least 60 days after we give notice by email; the notice states the new amount and how to cancel. If you do not wish to continue at the changed fee, you may cancel under clause 14.2 with effect from the end of the term that precedes the change.

7.7 Fees already paid are not refundable, and no credits are given, except under clauses 3.1, 5.5, 8.3, 14.3, 15.3, 16.3 and 16.4, Annex 1, paragraph 7, and Annex 2, paragraph 7, or where the law so requires.

8. Suspension and content removal

8.1 We may suspend your Partner Status, or restrict or remove specific Provider Content, with immediate effect where the content or your conduct infringes the rights of a third party or the law, is materially inaccurate or misleading, breaches Annex 4, or creates a material and demonstrable legal, regulatory or reputational risk for the platform or its funding. Where the circumstances allow, we restrict or remove the specific content concerned before suspending Partner Status as a whole, and we give you an opportunity to remedy where remedy is possible. We review a continuing suspension at least every 30 days. Content moderation on the platform combines automated checks (duplicate, malware, sanctions-list and policy screening) with human review; no suspension or removal decision is taken by automated means alone. We apply this clause diligently, objectively and proportionately, with due regard to the rights and legitimate interests of all parties, including the freedom to conduct a business and the freedom of expression.

8.2 At the latest when a measure under clause 8.1 takes effect, we send you a written statement of reasons stating: the type, scope and duration of the measure; the facts and circumstances relied on, including whether the measure follows a third-party notice or our own investigation; whether automated means were used to detect the content or to take the decision; the legal provision or the clause of this contract relied on and why the content or conduct falls under it; and your redress options, namely the complaint procedure in clause 8.3, any out-of-court dispute settlement body certified under Article 21 of Regulation (EU) 2022/2065, and the courts.

8.3 You may lodge a complaint against a measure under clause 8.1 by email to partners@spacegraph.com within 6 months of the statement of reasons. This is our internal complaint-handling procedure. A person not involved in the original decision reviews the complaint, and we answer with reasons within 10 Working Days. Fees continue to accrue only during a suspension that results from your breach of this contract, and are credited pro rata if your complaint is upheld.

8.4 Our single point of contact under Articles 11 and 12 of Regulation (EU) 2022/2065, for authorities and for you, is partners@spacegraph.com (English and German). Anyone may notify us of allegedly illegal content through the report function on the platform or by email to that address. We acknowledge receipt, decide diligently, objectively and proportionately, inform the notifier of our decision and of whether automated means were used, and give you the opportunity to respond before we act, unless the law or the urgency of the matter requires otherwise. The Digital Services Coordinator for Austria is KommAustria.

9. Confidentiality

9.1 Each party will keep confidential the non-public information it receives from the other party in connection with this contract, including platform technology and methodology, introduction and customer data, and pricing and financial information. Each party will use that information only for this contract, protect it with reasonable care, and disclose it only to personnel, affiliates and professional advisers who need it and are bound to confidentiality. Your fees, your reported revenue and any special conditions in your Order Summary are confidential; the existence of the contract and your tier are not.

9.2 These duties do not apply to information that is or becomes public without breach, that the receiving party already lawfully knew, that it lawfully receives from a third party, that it develops independently, or that is disclosed with the disclosing party’s consent. Disclosure required by law or by a competent court or authority is permitted, with prompt notice to the other party where lawful. You acknowledge that the platform is developed in part under ESA Cooperative Agreement 4000150698/25/F/CP and in coordination with the European Commission, and that we may disclose your identity, your tier and the value of transactions concluded through the platform to the European Space Agency, the European Commission and any other authority funding or auditing the platform, in each case subject to the recipient’s confidentiality regime.

9.3 These duties last for 5 years from each disclosure and, for trade secrets within the meaning of § 26b UWG, without limit in time. On request after the end of the contract, each party returns or destroys the other party’s confidential information, except for copies whose retention is required by law and copies in routine backup systems, which remain protected under this clause for as long as they are held.

10. Intellectual property

10.1 The platform, its knowledge graph, its methodology, its generated output and its marks are our property or that of our licensors. Your solutions, technology, know-how and Provider Content are your property; the licence in clause 5.1 is the only right we acquire in them.

10.2 You grant us, for any suggestions, reports, evaluations and insights about the platform itself that you provide to us (“Feedback”, which excludes your Provider Content and your own intellectual property), a non-exclusive, perpetual, irrevocable, worldwide, royalty-free and sublicensable licence to use, modify and exploit the Feedback without restriction and without compensation. You waive, so far as the law allows, any moral rights that would restrict this use.

10.3 Each party grants the other a non-exclusive, non-transferable, revocable, royalty-free licence to use its name and logo for the term of the contract, solely for the purposes of this contract and in accordance with Annex 4. The licence ends with the contract, and the badge licence ends on suspension or downgrade; the removal periods in Annex 4, paragraph 6, apply. Announcements and case studies naming the other party require its prior approval as set out in Annex 4, paragraph 5.

11. Data protection

11.1 Each party complies with the GDPR. For personal data in introductions we are independent controllers, each responsible for its own lawful basis and its own transparency towards the data subjects. Annex 3 sets out the allocation of responsibilities (including for the capture and transmission of an enquiry), the security measures, breach notification (48 hours) and retention. For providers established outside the European Economic Area in a country not covered by an adequacy decision, Annex 3 incorporates the EU standard contractual clauses (Module One) by reference. You use introduction data only for the enquiry concerned and any resulting contract, as set out in Annex 3, paragraph 4.

12. Liability and indemnity

12.1 Neither party is liable for indirect or consequential loss or for loss of profit, revenue, business, data or anticipated savings. Each party’s total liability in any contract year (the 12 months from the Effective Date and from each anniversary) is capped at the greater of the amounts you paid or owed us for that contract year and € 10,000; for breach of clause 9 the cap is three times that amount. Neither the exclusion nor the caps apply to death or personal injury, to wilful misconduct or gross negligence, to infringement of the other party’s intellectual property, to the indemnity in clause 12.2, or to liability that cannot be limited by law. Amounts you owe under clauses 6 and 7 and Annex 2 are payment obligations, not liability, and are not subject to the exclusion or the caps.

12.2 You indemnify us against claims brought against us by third parties, and the reasonable costs of defending them, (a) arising from your Provider Content, or (b) arising from solutions you supplied to customers introduced through the platform, in the case of (b) to the extent the claim results from your breach of this contract, of your warranties or of the law. We notify you of a claim without undue delay, do not admit liability without your consent (not to be unreasonably withheld), and allow you to conduct the defence at your cost, provided you keep us informed and do not settle in a way that imposes obligations on us without our consent.

12.3 The platform is provided “as is”. We do not warrant that it will operate without interruption or error.

13. Compliance

13.1 Each party complies with applicable anti-bribery, sanctions and export-control law, including Regulation (EU) 2021/821. You warrant that neither you nor any person owning or controlling you is subject to sanctions of the European Union, the United Nations, the United States or Austria, and that you are not established in a territory subject to comprehensive EU sanctions. You will notify us immediately if this changes. We may then terminate the contract with immediate effect, and we may suspend any performance that would breach sanctions law applicable to us.

14. Term and termination

14.1 The contract runs from the Effective Date. For annual billing the initial term is 12 months, and at the end of the initial term and of each renewal term the contract renews automatically for a further 12 months. For monthly billing the initial term is one monthly billing period, and the contract renews automatically for a further monthly billing period at the end of each period. Renewals are at the fees then applicable under clause 7.6.

14.2 You may cancel at any time in your account or by email to partners@spacegraph.com, with effect from the end of the current term. For annual billing, the current term is the 12-month term then running; for monthly billing, it is the monthly billing period then running. Partner Status continues to the end of that term, the contract does not renew, and no further subscription fee is charged. Fees and revenue share already accrued remain payable.

14.3 We may terminate the contract for convenience on 60 days’ written notice and refund the prepaid fees for the unused period pro rata.

14.4 Either party may terminate the contract with immediate effect by written notice if the other party commits a material breach that it does not remedy within 30 days of a written warning, breaches clause 9 or clause 13, is more than 60 days late with any payment, ceases to trade, or is the subject of a petition to open insolvency proceedings that is dismissed for lack of assets (§ 71b IO). Termination rights in insolvency remain subject to §§ 25a and 25b IO.

14.5 On termination for any reason: Partner Status and the badge licence end immediately, and you must stop using the badge within the periods stated in Annex 4, paragraph 6; we remove your Provider Content from publication within 30 days, retaining only copies whose retention is required by law and anonymised material that does not identify you; on request we export your Provider Content in a commonly used machine-readable format within 30 days; and you pay all fees and revenue share accrued. Clause 6 and Annex 2, including the reporting, verification and payment provisions, survive for customer contracts signed within the 12-month attribution window until all revenue share has been settled. Clauses 7 (for accrued amounts), 9 to 13 and 16, and Annex 3, also survive.

15. Changes to these documents

15.1 We may change these Core Terms and the Annexes. We notify you of any change by email to your notice address at least 30 days before it takes effect, identifying the changes; we also inform you of any significant change to clause 8. Changes that are required by law or by a court or regulatory decision, or that are not detrimental to you, take effect on the date stated in the notice. All other changes take effect at the start of the first renewal term that begins at least 30 days after our notice. Changes to Annex 2 do not apply to introductions recorded before the change takes effect.

15.2 Changes to your tier, billing frequency or other individual commercial terms are made in your account or by an updated Order Summary confirmed by both parties by email. No written form is required; the presumption in § 884 ABGB does not apply.

15.3 If a change is materially detrimental to you, you may object within the notice period and terminate the contract with effect from the date on which the change would apply, and we refund the prepaid fees for the unused period pro rata; until then the previous version continues to apply. The notice reminds you of this right.

16. General provisions

16.1 Notices are sent by email, to your notice address in the Order Summary and to us at partners@spacegraph.com. A notice is deemed received on the same Working Day if sent before 17:00 Vienna time (CET or CEST), otherwise on the next Working Day. Termination for cause may also be sent by registered post to the recipient’s registered address. You must keep your notice address current. We send service messages needed to perform this contract (the Order Confirmation, receipts and invoices, SEPA pre-notifications, renewal reminders, introduction notifications, security, outage and change notices) to your notice address and to the users you register; these messages contain no advertising. We send marketing emails to your contacts only with their prior consent or under § 174 Abs 4 TKG 2021, always with a free opt-out in each message.

16.2 Neither party may assign the contract without the other party’s prior written consent, which may not be unreasonably withheld. Either party may assign the contract to an affiliate or to a successor in a merger or in a sale of the business to which the contract relates, on written notice, provided the assignee assumes the contract, including Annex 2, in writing. Neither party is the agent of the other.

16.3 You will notify us without undue delay of a change of control of your undertaking. If control of you passes to a direct competitor of ours, we may terminate the contract on written notice and refund the prepaid fees for the unused period pro rata. Revenue share that has accrued or that survives under clause 14.5 is unaffected.

16.4 Neither party is liable for a failure to perform caused by force majeure, provided it notifies the other party promptly and resumes performance as soon as reasonably practicable. If force majeure continues for more than 60 days, either party may terminate the contract on written notice, and prepaid fees for the unused period are refunded pro rata. Payment obligations for services already provided are not excused.

16.5 Each party may set off against claims of the other party only claims that are undisputed or have been finally determined by a court.

16.6 If a provision of the contract is or becomes invalid, the remaining provisions are unaffected. The invalid provision is replaced by a valid provision that comes closest to its commercial purpose. A failure or delay in exercising a right is not a waiver of it.

16.7 The contract is governed by Austrian law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. The parties first attempt to settle any dispute by good-faith negotiation for 30 days; this does not bar interim relief, filings needed to preserve limitation periods, or proceedings to recover undisputed amounts. Failing settlement, the Landesgericht für Zivilrechtssachen Graz, exercising jurisdiction in commercial matters, has exclusive jurisdiction. We may also bring proceedings against you before the courts at your seat.