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Terms and Conditions

 


 

Table of contents

1. Scope
2. Conclusion of contract
3. Contractual object
4. Granting of rights in a contract for the delivery of software
5. Granting of rights in a contract for the temporary provision of software
6. Customer obligations
7. Right of withdrawal
8. Prices and terms of payment
9. Delivery and shipping conditions
10. Retention of title
11. Warranty for contracts according to Clauses 3.2, 3.3 a) and 3.3 c)
12. Warranty for contracts according to Clause 3.3 b)
13. Liability due to other breach of duty
14. Redeeming promotional vouchers
15. Final clauses

 


 

1) Scope

1.1 These General Terms and Conditions (hereinafter referred to as the "GTC") of lizengo GmbH & Co. KG (hereinafter referred to as the "Seller") shall apply to all contracts of the Seller and a contractual partner (hereinafter referred to as the "Customer") concerning the sale, delivery and temporary provision of various digital contents, digital goods and non-digital goods (hereinafter collectively also referred to as the "Goods"). Insofar as the Seller also offers services, he/she shall provide these exclusively as an ancillary service to the aforementioned purchase contracts. Deviating, conflicting or supplementary General Terms and Conditions of the Customer shall only become part of the contract if and to the extent that the Seller has expressly agreed to their validity. Any tacit acceptance by the Seller of the Customer's General Terms and Conditions through conclusive conduct is excluded. This requirement of consent shall apply in all cases, for example even if the Seller provides services to the Customer without reservation and in full knowledge of the Customer's General Terms and Conditions.

1.2 These GTC apply both to consumers (Art. 13 of the German Civil Code ("Bürgerliches Gesetzbuch", BGB) and to entrepreneurs (Art. 14 BGB). Unless the following GTC contain a separate reference, all conditions apply equally to contracts with entrepreneurs and consumers. If individual conditions do not apply for consumers or only in changed form, this is highlighted by bold print.

1.3 These conditions shall also apply to future contractual relationships between the Customer and the Seller. They shall apply irrespective of whether they are referred to separately in individual cases. These conditions shall apply to future contractual relationships with consumers if these contracts have the delivery of digital and non-digital goods as their main service.

1.4 Digital content within the meaning of these GTC is all digital offers with the exception of digital goods, such as digitally available access codes, product keys or other digitally available information.

1.5 Digital goods within the meaning of these GTC are all software that is not on a physical data carrier and which is made available for downloading by the Seller – if necessary by granting certain rights of use in accordance with Clauses 5 and 6.

1.6 Non-digital goods within the meaning of these GTC are all software on a physical data carrier which is distributed in physical form by the Seller – if necessary by granting certain rights of use in accordance with Clauses 5 and 6 – as well as other physical products.

1.7 By placing the order in accordance with Clause 2.2, the Customer declares his/her agreement with these GTC.

 

2) Conclusion of contract

2.1 The prices, price offers and descriptions of Goods or other services listed and mentioned in the Seller's online shop do not constitute an offer.

2.2 The Customer can submit the offer via the online order form integrated into the Seller's online shop. After placing the selected Goods in the virtual shopping basket and completing the electronic ordering process, the Customer submits a legally binding contractual offer with regard to the Goods contained in the shopping basket by clicking the "BUY NOW" button at the end of the ordering process, below which he/she can view these GTC via a link.

2.3 Before the binding submission of the order via the Seller's online order form, the Customer can identify possible input errors by carefully reading the information displayed on the screen. An effective technical means for better identification of input errors can be the browser's zoom function, which enlarges the display on the screen. Within the framework of the electronic ordering process, the Customer can correct his/her entries using the usual keyboard and mouse functions until he/she clicks on the "BUY NOW" button at the end of the ordering process.

2.4 When submitting an offer via the Seller's online order form and before acceptance of the Customer's offer by the Seller, the text of the contract is stored by the Seller. It shall be sent to the Customer in text form (e.g. e-mail, fax or letter) after dispatch of the order together with these GTC. This notice does not constitute an acceptance of the Customer's offer, but merely informs the Customer that his/her order has been received by the Seller. A contract between the Seller and the Customer is only concluded through further action by the Seller in accordance with Clause 2.5. In addition, the text of the contract is archived on the Seller's website and can be retrieved free of charge by the Customer via his password-protected customer account by providing the corresponding login data, provided the Customer has created a customer account in the Seller's online shop before sending his/her order.

2.5 The Seller may accept the Customer's offer within five days by

  • a) delivering the ordered Goods to the Customer, whereby the receipt of the Goods by the Customer is decisive in this respect, or
  • b) requesting payment from the Customer after placement of the order.

If multiple of the aforementioned alternatives exist, the contract shall be concluded at the point in time at which one of the aforementioned alternatives occurs first.

2.6 The period for acceptance of the offer pursuant to Clause 2.5 shall begin on the day following the dispatch of the offer by the Customer and shall end on the expiry of the fifth day following the dispatch of the offer. If the Seller does not accept the Customer's offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the Customer is no longer bound by his/her declaration of intent.

2.7 Only the German language is available for the conclusion of the contract.

2.8 If the Customer provides an e-mail address for the execution of the contract, the Customer shall ensure that the e-mails sent by the Seller can be received at this address. In particular, when using SPAM filters, the Customer must ensure that they are properly configured so that e-mails sent by the Seller or third parties commissioned by the Seller to process the order can be delivered. The Seller or the third party commissioned by the Seller to process the order shall create the e-mails in such a way that they are not objectively suitable to create the appearance of a spam message on the basis of their external appearance, in particular their text sample profile.

2.9 The Seller shall endeavour to ensure the availability of the Goods displayed in the online shop, but the Seller cannot guarantee that all Goods are available at the time of an order. If the Seller is unable to process or fulfil an order, the Seller shall notify the Customer thereof.

 

3) Contractual object

3.1 The Seller shall make Goods available to the Customer. The Seller shall provide services only as an ancillary service to contracts for the delivery of Goods. The agreed quality of the service is decisive. The Seller shall use his/her own employees, subcontractors or other agents at his/her discretion for the provision of his/her services.

3.2 In the event of a contract for the delivery of non-digital goods, the basis of the Seller's performance shall be the description given in the Seller's online shop. Reference is made to the provisions on retention of title pursuant to Clause 10. In the event of a contract for the delivery of software (hereinafter referred to as: "software purchase"), the Seller owes the permanent transfer of the software mentioned in the license certificate. The Seller owes the transfer of a copy of the software on a suitable data carrier such as a CD-ROM, Blu-ray disc or USB stick as well as the transfer of a printed or downloadable version of the associated user documentation. Prior to full payment of the purchase price in accordance with Clause 8, all data carriers and user documentation handed over shall be subject to the Seller's retention of title. The respective product description in the Seller's online shop is decisive for the quality of the software. Furthermore, the Seller owes the granting of rights in accordance with Clause 4;

3.3 In the event of a contract for the delivery of digital goods, the Seller shall owe

  • a) in the event of a contract for the delivery of software (hereinafter referred to as: "software purchase"), the permanent transfer of the software in machine-readable form specified in the license certificate. The Seller shall be obliged to demonstrate an option to download the software and to provide a printed or downloadable version of the associated user documentation. Prior to full payment of the purchase price in accordance with Clause 8, the user documentation handed over shall be subject to the Seller's retention of title. . The respective product description in the Seller's online shop is decisive for the quality of the software. Furthermore, the Seller owes the granting of rights in accordance with Clause 4;
  • b) in the event of a contract for the temporary provision of software (hereinafter referred to as: "software rental") the temporary provision of the software in machine-readable form specified in the license certificate. The Seller shall be obliged to demonstrate an option to download the software and to provide a printed or downloadable version of the associated user documentation. Prior to full payment of the purchase price in accordance with Clause 8, the user documentation handed over shall be subject to the Seller's retention of title. . The respective product description in the Seller's online shop is decisive for the quality of the software. Furthermore, the Seller owes the granting of rights in accordance with Clause 5;

3.4 In the event of a contract for the delivery of digital content, the Seller owes the provision of the digital content. The use of the digital content sent to the Customer is subject to the conditions of use of the respective provider. The use of digital content is subject to the condition precedent of full payment of the purchase price in accordance with Clause 8. The Seller can also temporarily permit a use before this time.

3.5 The Seller owes services exclusively as a contractual or post-contractual ancillary service to the aforementioned main performance obligations and only after separate agreement with the Customer.

3.6 Clause 9 shall apply to the delivery of the respective contractual object.

3.7 Should the Seller be prevented from performing his/her contractual services or be excluded from them altogether because employees, documents, data or equipment of the Customer are not available in an appropriate or insufficient manner or should the Customer intentionally or negligently fail to fulfil his/her obligation to cooperate, including the observance of deadlines, the Seller shall be entitled to charge the Customer with the additional costs thereby incurred.

3.8 Timely and correct self-delivery is reserved insofar as the Seller is not responsible for an untimely and incorrect self-delivery.

 

4) Granting of rights in a contract for the delivery of software

4.1 This Clause 4 applies exclusively to contracts for the purchase of software in accordance with Clauses 3.2 and 3.3 a).

4.2 Upon full payment of the purchase price in accordance with Clause 8, the Customer shall receive a non-exclusive, unlimited right to use the Goods to the extent granted in the contract. The Seller may also temporarily permit the use of the Goods before this time. The Goods may only be used simultaneously by a maximum number of natural persons equal to the number of Goods purchased by the Customer. The permissible use includes the installation of the software, loading into the main memory as well as the intended use by the Customer. . Under no circumstances shall the Customer have the right to rent or sub-license the purchased Goods, to publicly reproduce or make them available by wired or wireless means or to make them available to third parties for a fee or free of charge. Clause 4.5 remains unaffected.

4.3 The Customer is entitled to make a backup copy of the software if this is necessary to secure future use.

4.4 The Customer shall only be entitled to decompile and duplicate the software if this is provided for by law. However, this shall only apply under the condition that the Seller has not made the necessary information available to the Customer within a reasonable period of time upon request.

4.5 The Customer is entitled to permanently transfer the acquired copy of the software to a third party by handing over the documentation. In this case he/she shall completely give up the use of the software, remove all installed copies of the software from his/her computers and delete all copies on other data carriers or hand them over to the Seller unless he/she is legally obliged to store them for a longer period. At the Seller's request, the Customer shall confirm to the Seller in writing that the aforementioned measures have been carried out in full or, if applicable, shall explain to the Seller the reasons for longer storage. Furthermore, the Customer shall expressly agree with the third party to observe the scope of the granting of rights in accordance with this Clause 4. A splitting of purchased volume packages is not permitted.

4.6 If the Customer uses the Software to an extent which exceeds the rights of use acquired with the Goods in terms of quality (with regard to the type of permitted use) or in terms of quantity (with regard to the number of users), he/she shall immediately acquire the additional Goods necessary for the permitted use. If he/she fails to do so, the Seller shall assert the rights to which he/she is entitled.

4.7 Copyright notices, serial numbers and other features serving to identify the program may not be removed or changed from the software.

 

5) Granting of rights in a contract for the temporary provision of software

5.1 This Clause 4 applies exclusively to contracts for the temporary provision of software in accordance with Clause 3.3 b).

5.2 Upon full payment of the purchase price pursuant to Clause 8, the Customer shall receive the non-exclusive, non-transferable and non-sublicensable right, limited in time to the term of the contract, to use the Goods to the extent granted in the contract and the licence certificate. The Seller may also temporarily permit the use of the Goods before this time. The duration of the limited term of the contract is determined by the respective information in the online shop of the Seller or the selection to be made by the Customer prior to the conclusion of the contract over the term. The permissible use includes the installation of the software, loading into the main memory as well as the intended use by the Customer. Under no circumstances shall the Customer have the right to rent or sub-license the purchased Goods, to publicly reproduce or make them available by wired or wireless means or to make them available to third parties for a fee or free of charge.

5.3 The Customer is entitled to make a backup copy of the software if this is necessary to secure future use.

5.4 The Customer shall only be entitled to decompile and duplicate the software if this is provided for by law. However, this shall only apply under the condition that the Seller has not made the necessary information available to the Customer within a reasonable period of time upon request.

5.5 The Customer is not entitled to reproduce the software beyond the cases mentioned in Clauses 5.1 to 5.33.

5.6 The Customer shall not be entitled to transfer to third parties the copy of the software which may have been handed over to him/her or any further copies which may have been made. In particular, he/she is not permitted to sell, lend, rent or sublicense the software or to publicly reproduce or make the software accessible.

5.7 If the Customer violates any of the above provisions, all rights of use granted under this contract shall immediately become invalid and shall automatically revert to the Seller. In this case, the Customer must immediately and completely cease using the software, delete all copies of the software installed on his/her systems and delete any backup copy(s) made or hand them over to the Seller.

 

6) Customer obligations

6.1 The Customer is obliged to take suitable measures to protect the Goods from access by unauthorised third parties, in particular to store all copies of digital content in a protected place, unless otherwise stated in the contract, any licence certificate or any user documentation.

6.2 The Customer shall name a contact person whose declarations, insofar as they serve the execution of the contract, and actions are binding for the Customer. This regulation does not apply to consumers.

6.3 The Customer shall inform the Seller before and during the performance of the contract of all circumstances and procedures relevant to the performance of the contract which are necessary and relevant to the preparation and performance of the contract. This regulation does not apply to consumers.

6.4 The Customer is obliged to support the Seller in the execution of the contract to the best of his/her knowledge and belief and to create all conditions necessary for the proper execution of the contract. In particular, the Customer undertakes to provide the Seller with all documents, data and information required for the fulfilment of contractual obligations in the required form. This also includes that the Customer informs employees in good time about forthcoming deliveries or other services provided by the Seller.

 

7) Right of withdrawal

7.1 Consumers are entitled to a right of withdrawal.

7.2 Further information on the right of withdrawal can be found in the Seller's withdrawal instructions, available in German at https://www.lizengo.co.uk/withdrawal.

 

8) Prices and terms of payment

8.1 Unless otherwise stated in the Seller's product description, the prices quoted are total prices which include the statutory value added tax. Any additional delivery and shipping costs shall be stated separately in the respective product description.

8.2 For deliveries to countries outside the European Union, additional costs may be incurred in individual cases for which the Seller is not responsible and which are to be borne by the Customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may be incurred in relation to the transfer of funds even if the delivery is not made to a country outside the European Union but the Customer makes the payment from a country outside the European Union.

8.3 The payment option(s) shall be communicated to the Customer in the Seller's online shop.

8.4 If advance payment by bank transfer has been agreed, payment shall be due immediately after conclusion of the contract, unless the parties have agreed a later due date.

8.5 In case of payment by means of one of the payment methods offered by payment service providers PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter referred to as: "PayPal"), the payment shall be processed via the PayPal terms of use, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or – if the Customer does not have a PayPal account – the terms of payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full.

8.6 If the payment method "SOFORT bank transfer" is selected, payment shall be processed by the payment service provider SOFORT GmbH, Theresienhöhe 12, 80339 Munich (hereinafter referred to as "SOFORT"). In order to be able to pay the invoice amount by SOFORT bank transfer, the Customer must have an online banking account with a PIN/TAN procedure that has been activated for participation in SOFORT bank transfer, legitimise himself/herself accordingly during the payment process and confirm the payment to SOFORT. The payment transaction is carried out immediately afterwards by SOFORT and the Customer's bank account is debited. The Customer can access more detailed information about the SOFORT bank transfer payment method on the internet at https://www.sofort.com/ger-DE/kaeufer/su/so-funktioniert-sofort-ueberweisung/

8.7 If the invoice purchase payment method is selected, the purchase price is due after the Goods have been delivered and invoiced. In this case, the purchase price shall be paid without deduction within 7 (seven) days of receipt of the invoice, unless otherwise agreed. The delay regulation of Article 286 Para. 3 BGB remains unaffected by this. The Seller reserves the right to offer the invoice purchase payment method only up to a certain order volume and to reject this payment method if the specified order volume is exceeded. In this case, the Seller shall inform the Customer in his/her payment information in the online shop of a corresponding payment restriction.

8.8 If the SEPA direct debit payment method is selected, the invoice amount shall be due for payment after a SEPA direct debit mandate has been issued, but not before expiry of the period for prior information. The direct debit is collected when the ordered Goods leave the Seller's warehouse and the Customer has been informed of a download link or a product key has been sent by e-mail, whereby the sending of the message or e-mail by the Seller is decisive in each case, but not before expiry of the period for advance information. Pre-notification is any message (e.g. invoice, policy, contract) from the Seller to the Customer announcing a debit via SEPA direct debit. If the direct debit is not honoured due to a lack of sufficient account cover or due to the indication of incorrect bank details, or if the Customer objects to the direct debit although he/she is not entitled to do so, the Customer shall bear the fees incurred by the reversal of the respective credit institution if he/she is responsible for this.

8.9 Offsetting against counterclaims of the Customer against claims of the Seller is excluded, unless the Seller has acknowledged the counterclaim or it has been legally established. The buyer's right of retention is also limited to such counterclaims.

8.10 In the event of default in payment, the Seller shall be entitled to charge the Customer interest on arrears at a rate of 9% above the base interest rate applicable at the time. In the event of late payment despite a reminder, the Seller is entitled to demand from the Customer the reminder and collection charges necessary for the appropriate legal prosecution for the collection agencies and lawyers engaged by the Seller. For collection agencies, these charges are based on the collection agencies' statutory calculation rates, and for lawyers, on the German Act on Lawyers' Fees ("Rechtsanwaltsvergütungsgesetz"). If the Seller performs the dunning process himself/herself, the Customer undertakes to pay an amount of EUR 1.50 per reminder. This does not apply to a reminder which justifies the delay. The Customer reserves the right to prove that the Seller has experienced less damage. This regulation does not apply to consumers.

8.11 For Customers not resident in the Federal Republic of Germany a purchase at net price is possible if they indicate their valid value added tax identification number already in the order. A value added tax identification number communicated after the purchase order has been placed is not taken into account.

 

9) Delivery and shipping conditions

9.1 The delivery of Goods shall be effected by dispatch to the delivery address specified by the Customer, unless otherwise agreed. The delivery address stated in the order processing of the Seller is decisive for the transaction.

9.2 If the transport company returns the shipped Goods to the Seller because delivery to the Customer was not possible, the Customer shall bear the costs for the unsuccessful shipment. This shall not apply if the Customer effectively exercises his/her right of withdrawal, if he/she is not responsible for the circumstance which led to the impossibility of delivery, or if he/she was temporarily prevented from accepting the service offered, unless the Seller had given him/her reasonable notice of the service in advance.

9.3 Self-collection is not possible for logistical reasons.

9.4 Digital content shall be made available to the Customer in electronic form as a download by notification of a download link. Product keys are sent to the Customer by e-mail.

 

10) Retention of title

10.1 Delivered non-digital goods shall remain the property of the Seller (retention of title) until the purchase price claim of the Seller has been paid in full.

10.2 The Customer is obliged to keep the non-digital goods in safe custody for the Seller and to treat them with care. By storing the Goods, for example by separating them from other stocks, he/she must make it clear that they are the property of the Seller. This regulation does not apply to consumers.

10.3 In the event of seizures or other interventions by third parties, the Customer must notify the Seller immediately in writing.

10.4 The Customer shall be entitled to resell the non-digital goods in the ordinary course of business, but not to assign or pledge them as security. He/she hereby assigns to the Seller all claims in the amount of the final invoice amount (including value added tax) of the Seller's claims accruing to him/her from the resale against his/her Customers or other third parties. The assignment shall serve to secure the claim in question to the same extent as the retention of title in accordance with Clause 8.1. of these conditions. The Customer remains authorised to collect these claims even after assignment. However, the Seller shall be entitled to collect the claims himself/herself if the Customer does not meet his/her payment obligations, is in default of payment, an application is made for the opening of insolvency proceedings or the Customer ceases payments. In such cases, the Seller may revoke the authorisation to collect the claim. In addition, the Seller may demand that the Customer immediately informs the Seller of the assigned claims and their debtors, provides the Seller with a written declaration of assignment and all information and documents required for collection of the claim. This regulation does not apply to consumers.

10.5. If the non-digital goods delivered by the Seller are combined or mixed with other movable objects in such a way that they become essential components of a uniform object, the Customer shall transfer to the Seller pro rata co-ownership of the uniform object. The Customer hereby assigns to the Seller all claims in the amount of the final invoice amount (including value added tax) of the Seller's claims accruing to him/her from the resale of items to which the Seller is entitled to co-ownership; the Seller accepts this assignment. The provisions in Clause 8.4 Sentence 3 et seq. shall apply accordingly. This regulation does not apply to consumers.

10.6 If the Customer uses the non-digital goods delivered by the Seller in such a way that they become part of a new item and if the Seller's ownership thereby finally ceases, the Seller's ownership shall continue in proportion to the manufactured product. The Customer hereby assigns to the Seller all claims in the amount of the final invoice amount (including value added tax) of the Seller's claims arising from the resale of the product to his/her Customers or other third parties. The provisions in Clause 8.4 Sentence 3 et seq. shall apply accordingly. This regulation does not apply to consumers.

10.7 If the securities to which the Seller is entitled exceed the secured claims by more than 20%, the Seller shall be obliged to release the securities exceeding the aforementioned limit at the Customer's request at the Seller's discretion.

 

11) Warranty for contracts according to Clauses 3.2, 3.3 a) and 3.3 c)

11.1 The provisions of this Clause 11 shall apply to contracts pursuant to Clauses 3.2, 3.3 a) and 3.3 c).

11.2 Claims for material defects against the Seller shall become statute-barred within one year of the passing of risk, provided that newly manufactured Goods or services are involved. This does not apply if the law according to Art. 438 Para. 1 (2) (building structures and components for structures), Art. 445b Para. 1 (right of recourse) and Art. 634a Para. 1 (2) (construction defects) BGB prescribes longer periods. This regulation does not apply to consumers.

11.3 In the event of delivery of used Goods – subject to statutory provisions and other agreements – any material defect rights are excluded. This regulation does not apply to consumers.

11.4 All information relating to the Goods, whether or not expressly agreed in writing, shall be deemed to be information relating to the nature of the Goods and not guarantees, warranties, contractually agreed properties, contractually agreed uses or the like. Obvious inaccuracies (spelling mistakes, calculation errors, form errors, etc.) in notes, reports, operating instructions, calculations, brochures, in the online shop of the Seller etc. can be corrected by the Seller at any time. A claim to the removal of such obvious defects is excluded.

11.5 For the deliveries of the Seller, the statutory obligations to examine and give notice of defects pursuant to Art. 377 German Commercial Code ("Handelsgesetzbuch", HGB) shall apply to merchants in all cases. If a delivery is made on behalf of an intermediary directly to a consumer, the obligation to give notice of defects under commercial law shall also apply without restriction. This regulation does not apply to consumers.

11.6 If the Customer rejects the Seller's delivery for any reason other than a substantial defect which severely restricts the use or makes it impossible, although the Seller has declared readiness to perform, the Customer shall be in default of acceptance. Acceptance of the delivery may not be refused due to insignificant defects.

11.7 Defects are excluded from the warranty which are due to improper operation, system components changed contrary to the contractual principles, use of unsuitable organisational means, use in a hardware or software environment which does not meet the requirements stated in the licence certificate, unusual operating conditions or system interventions by the Customer or third parties. If Goods are used in conjunction with third-party equipment, a warranty for functional and performance defects shall only exist if such defects also occur without such a connection or if compatibility with these items is part of the contractually agreed quality.

11.8 If a delivery is defective, the Seller may, at his/her discretion, effect subsequent performance by remedying the defect (subsequent improvement) or by supplying a defect-free item (replacement delivery). In the latter case, the Customer is obliged to return defective Goods at the request of the Seller in accordance with the statutory provisions. If the Customer is a consumer, the above sentence shall apply with the proviso that uses shall not be surrendered or replaced by their value. The Customer must give the Seller time and opportunity for subsequent performance, in particular for rectification of defects.

11.9 The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, shall be borne by the Seller in accordance with the statutory provisions if a defect actually exists. In the event of an unjustified request by the Customer to remedy defects, the Seller is entitled to demand reimbursement of his/her subsequent performance costs, unless the Customer is not responsible for the incorrect complaint. If the supplementary performance fails, if the Seller finally and seriously refuses the supplementary performance (also according to Art. 439 Para. 4 BGB), if the supplementary performance is unreasonable for the Customer or if there is a case of Art. 323 Para. 2 BGB, the Customer can withdraw from the contract or reduce the consideration without prejudice to any claims for damages.

11.10 Claims and rights of the Customer due to defects shall not exist in the case of insignificant deviations from the agreed quality, in the case of insignificant impairment of usability, in the case of natural wear and tear or damage insofar as these are attributable to faulty or negligent handling or storage, excessive strain, unsuitable operating materials or special external influences which were not assumed under the contract. If, due to the failure of subsequent performance, the Customer is entitled, on the one hand, to continue to demand subsequent performance and, on the other hand, to assert his/her statutory rights instead, the Seller may request the Customer to exercise his/her rights within a reasonable period of time. The Customer must inform the Seller of his/her decision in text form (e.g. e-mail, fax or letter). The receipt of the Customer's declaration by the Seller is decisive for compliance with the deadline. If the Customer does not exercise his/her rights in due time, he/she can only assert them, in particular the right to withdraw from the contract or claim damages instead of performance, if a new reasonable period to be determined by him/her for subsequent performance has expired unsuccessfully. This regulation does not apply to consumers.

11.11 The Customer's right of recourse against the Seller pursuant to Art. 445a BGB shall only exist insofar as the Customer has not entered into any agreements with his/her buyer that go beyond the statutory claims based on defects. This provision does not apply to consumers.

11.12 The shortened limitation period and the exclusion of liability in accordance with this Clause 11 shall not apply in cases of intentional or negligent injury to life, limb or health, in the event of intentional or grossly negligent breach of duty by the Seller, in the event of fraudulent concealment of a defect, in the event of a relevant guarantee of quality or in the event of claims under the German Product Liability Act ("Produkthaftungsgesetz").

11.13 Insofar as the Seller supplies updates, upgrades, new program versions or other new content to the original object of the contract under this contract, this Clause 11 shall apply mutatis mutandis.

11.14 In the event of defects of title, the provisions in this Clause 11 shall apply mutatis mutandis.

 

12) Warranty for contracts according to Clause 3.3 b)

12.1 The provisions of this Clause 12 shall apply to contracts pursuant to Clause 3.3 b).

12.2 The Customer shall be entitled to the statutory rights in the event of material defects. The Customer is obliged to inform the Seller immediately about material defects.

12.3 The Customer's right to extraordinary termination due to non-granting of the contractual use in accordance with Art. 543 Para. 2 (1) (1) BGB is excluded. This shall not apply in the event of a defect which the Seller has fraudulently concealed or in the event of late delivery to the Customer, if the Seller is responsible for the delay in delivery

12.4 Claims and rights of the Customer due to defects shall not exist if he/she does not use the software as intended or misuses it, if he/she modifies or changes the software without the prior written consent of the Seller, or if problems or errors are based on the fact that the software is used in a hardware or software environment that does not meet the requirements specified in the license certificate, unless he/she proves that the defect is attributable to the software.

12.5 Claims and rights of the Customer due to defects shall not exist in the case of insignificant deviations from the agreed quality, in the case of insignificant impairment of usability, in the case of natural wear and tear or damage insofar as these are attributable to faulty or negligent handling or storage, excessive strain, unsuitable operating materials or special external influences which were not assumed under the contract.

12.6 The exclusion of liability in accordance with this Clause 12 shall not apply in cases of intentional or negligent injury to life, limb or health, in the event of intentional or grossly negligent breach of duty by the Seller, in the event of fraudulent concealment of a defect, in the event of a relevant guarantee of quality or in the event of claims under the German Product Liability Act ("Produkthaftungsgesetz").

12.7 Insofar as the Seller supplies updates, upgrades, new program versions or other new content to the original object of the contract under this contract, this Clause 12 shall apply mutatis mutandis.

12.8 In the event of defects of title, the provisions in this Clause 11 shall apply mutatis mutandis.

 

13) Liability due to other breaches of duty

13.1 For breaches of duty which do not constitute material defects or defects of title pursuant to Clauses 11 and 12, the Seller shall be liable for wilful and grossly negligent conduct on the part of its organs and vicarious agents and – irrespective of the degree of fault – for damage resulting from injury to life, limb and health.

13.2 The Seller shall also be liable for slight negligence on the part of his/her organs and vicarious agents in the event of impossibility of performance, delay in performance, non-compliance with a guarantee or breach of another material contractual obligation. Essential contractual obligations are those whose fulfilment makes the proper execution of the contract possible in the first place and on whose observance the contractual partner may regularly rely. In such cases, the Seller's liability shall be limited to damages typical of the contract which the Seller could reasonably have expected at the time of conclusion of the contract.

13.3 Any liability of the Seller exceeding the liability according to Clauses 12.1 and 12.2 – for whatever legal reason – is excluded. This applies in particular to all claims arising from the breach of contractual obligations and to claims arising from tort, but not to claims arising from culpa in contrahendo.

13.4 The Seller accepts no liability for any loss of data during inspection, any necessary repair measures or other services. The Customer must ensure that the data stored on the respective devices or data storage devices is backed up and that no sensitive data is stored on these devices or data storage devices.

13.5 Any limitation of liability agreed with the Customer shall also apply in favour of the organs and vicarious agents of the Seller.

13.6 Claims under the German Product Liability Act shall remain unaffected.

 

14) Redeeming promotional vouchers

14.1 Vouchers which are issued free of charge by the Seller within the framework of advertising campaigns with a certain validity period and which cannot be purchased by the Customer (hereinafter referred to as "promotional vouchers") can only be redeemed in the Seller's online shop and only within the specified period.

14.2 Individual products may be excluded from the voucher campaign if a corresponding restriction results from the content of the campaign voucher.

14.3 Promotional vouchers can only be redeemed before completion of the order process. Subsequent settlement is not possible.

14.4 Only one promotional voucher can be redeemed per order.

14.5 The value of the Goods must at least correspond to the amount of the promotional voucher. Any remaining credit shall not be refunded by the Seller.

14.6 If the value of the promotional voucher is not sufficient to cover the order, one of the other payment methods offered by the Seller may be selected to settle the difference.

14.7 The credit balance of a promotional voucher is neither paid out in cash nor bears interest.

14.8 The promotional voucher shall not be refunded if the Customer returns the Goods paid for in full or in part with the promotional voucher within the scope of his/her statutory right of withdrawal.

14.9 The promotional voucher is transferable. The Seller can make payment with discharging effect to the respective owner, who redeems the promotional voucher in the online shop of the Seller. This shall not apply if the Seller has knowledge or grossly negligent ignorance of the non-justification, the legal incapacity or the lack of power of representation of the respective owner.

 

15) Final clauses

15.1 The contracting party shall only be entitled to assign rights and claims arising from the contractual relationship to third parties with the prior written consent of the Seller. Art. 354a HGB remains unaffected; Art. 354a HGB does not apply to consumers.

15.2 If any provision of the contract is invalid, this shall not affect the validity of the remainder of the contract. The invalid provision shall be replaced by one which most closely corresponds to the economic purpose of the contract. In the event of a gap in the contract, the appropriate procedure shall be followed.

15.3 German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods as well as further references to international private and procedural law. In the case of consumers, this choice of law shall only apply insofar as the protection granted is not withdrawn by mandatory provisions of the law of the country in which the consumer has his/her habitual residence.

15.4 The exclusive place of jurisdiction for all disputes arising from and in connection with contracts to which these GTC apply shall be the registered office of the Seller; however, the Seller shall be entitled to assert claims against the Customer at any legally opened place of jurisdiction. This regulation does not apply to consumers.

15.5 The EU Commission provides a platform for online dispute resolution on the internet under the following link: https://ec.europa.eu/consumers/odr. This platform serves as a contact point for out-of-court settlement of disputes arising from online sales or service contracts in which a consumer is involved. The Seller is not obliged to participate in a dispute settlement procedure before a consumer arbitration board, but is prepared to do so in principle. However, this shall not affect the remaining provisions of this Clause 15.

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