General Terms and Conditions for Software Purchase and Software Maintenance of AceBIT GmbH
1.1 These terms and conditions apply to all contracts you conclude with us, the company AceBIT GmbH, Holzhofallee 15, 64295 Darmstadt, Germany, registered at the local court of Darmstadt under the commercial register number HRB 33038, sales tax identification number DE198971166, regarding the purchase of licenses for standard software programs (hereinafter referred to as "standard software") and the ordering of software maintenance services.
1.2 We do not recognize any deviating conditions, unless we have expressly agreed to their validity in writing.
1.3 We reserve the right to change these terms and conditions at any time. The amended terms and conditions shall apply to all orders you place with us after the amended terms and conditions have come into effect. Amended Terms and Conditions will take effect on the date on which we post the amended Terms and Conditions on our website (www.password-depot.de).
2. Contract language
The language available for the conclusion of the contract is exclusively German.
3. Consumers and entrepreneurs
3.1 "Consumer" is any natural person who orders the services offered by us for purposes that can predominantly be attributed neither to his commercial nor his independent professional activity.
3.2 "Entrepreneur" is a natural or legal person or a partnership with legal capacity who orders the services offered by us in the exercise of their commercial or independent professional activity.
3.3 The present conditions apply to consumers and entrepreneurs. Insofar as certain regulations apply only to consumers or only to entrepreneurs, this is expressly stipulated in the regulation concerned.
4. Range of services
4.1 On our websites, we offer you the purchase of licenses for certain standard software as well as the ordering of the software maintenance services we offer for this purpose. The presentation of the services offered on our web pages represents a non-binding invitation to you to make us a legally binding offer to conclude a contract for the service you have selected.
4.2 The performance features of the standard software offered by us as well as the scope of the software maintenance services offered by us for this standard software result from these terms and conditions and the descriptions on our websites. In the event of contradictions, the provisions of these terms and conditions shall prevail. In addition, the end user documentation delivered by us with the standard software contains descriptions of the conditions of use and the performance features of the standard software. This also applies to the end user documentation which we deliver together with the updates issued by us upon conclusion of a software maintenance contract.
4.3 The rights of use acquired with the purchase of licenses for standard software are based on the end user license agreement applicable at the time of the order, which can be viewed via the following link: https://www.password-depot.de/eula.htm. In the event of any conflict, these Terms and Conditions shall prevail with respect to the software licenses you have ordered from us.
4.4 We only offer software maintenance services for standard software for which you have purchased appropriate licenses for permanent use. Software maintenance services are not part of a license for permanent use of the standard software purchased by you, but must be ordered and paid for separately. If you have concluded a software maintenance agreement with us for the standard software for which you have purchased licenses for permanent use, you are entitled to the following services for a period of 12 months: (a) Download of all updates that we issue during this period for the standard software in question; (b) the possibility to make enquiries about application problems or errors in the standard software by e-mail to [email protected], (c) support from our service desk in the rectification of errors in the standard software during the normal business hours of our service desk (Monday to Friday from 9 a.m. to 5 p.m., except on public holidays at our company headquarters). After the 12 months have expired, the software maintenance contract ends automatically without the need for termination. If you wish to continue to use software maintenance services after this period, you must conclude a new software maintenance agreement with us by ordering software maintenance services from us for a further 12 months at the then valid conditions for a fee. Ordinary termination of the software maintenance contract before the end of the 12-month software maintenance period is excluded. This does not affect the right of either party to terminate the contract without notice for good cause.
4.5 You acquire the same rights of use for software maintenance services as you have acquired for the standard software that is the subject of the software maintenance agreement. The updates delivered by us are intended to update the version of the standard software used by you. Parallel use of the original software version and the respective update is not permitted.
4.6 We shall only owe performance features that go beyond the agreements described in these terms and conditions if we expressly confirm them in writing.
4.7 All service offers on our web pages are subject to change and non-binding until a contract is concluded between you and us for the service in question in accordance with the rules for the conclusion of contracts described here.
5. Conclusion of contract
5.1 By clicking on the button "order subject to payment" you submit an offer to us to order the software licenses and/or the software maintenance service selected by you in a legally binding manner and subject to payment. A contract for the services ordered by you comes into effect with our order confirmation, which we send to the e-mail address specified by you in the order immediately after receiving your order. Please check your SPAM folder regularly after placing your order with us in order to avoid that our order confirmation is directed there by your IT systems and remains unnoticed. With the order confirmation, you will also receive the license keys required to activate the licenses you ordered.
5.2 Clicking on the button "order subject to payment" is only possible if you have previously filled in all the mandatory fields, which we require for the receipt and execution of your order, with the necessary information.
5.3 Until you click on the button "order liable to pay", you can, at any time, refrain from your order or correct your entries without a contract for services liable to pay being concluded between you and us. Therefore, before clicking the button "order subject to payment", please check whether you agree with your selection and the prices shown.
6. Age of consent
We only conclude contracts with persons who are of full age and have unlimited legal capacity. If you are not of full age and of unlimited legal capacity, we ask you not to click on the button "order subject to payment". By clicking on the button "order liable to pay", you declare to us that you are of full age and of unlimited legal capacity.
Storage of the contract texts
The contractual provisions relevant to your order subject to payment for the services you have ordered, including the texts of the terms and conditions valid at the time of the order and the cancellation policy, will be sent to you by e-mail together with the order confirmation. You should save these documents on your computer or server for verification purposes. A storage by us does not take place.
7. Right of withdrawal
If you order the services offered by us as a consumer, you are entitled to a right of revocation in accordance with the regulations listed in the appendix to these terms and conditions (see appendix on the right of revocation).
8. Delivery Terms
8.1 We deliver according to the agreements made with you. Unless otherwise agreed in writing, we deliver standard software and updates exclusively by making them available for download. We deliver the license keys required to activate the licenses you have purchased by e-mail to the e-mail address you have specified in the order.
8.2 If additional shipping costs are incurred, these are indicated in the service description of the service ordered by you and are shown separately on the invoice.
8.3 Certain delivery dates and delivery periods are only binding if they have been confirmed by us in writing.
8.4 If you order the services offered by us as an entrepreneur, you shall set us a reasonable period of grace to effect the performance in accordance with the contract if we do not perform the service ordered by you or do not perform it in accordance with the contract. Only when this period has expired without success, are you entitled to withdraw from the contract in accordance with the statutory provisions.
The prices quoted by us are final prices including taxes and shipping.
10. Payment Terms
10.1 The prices quoted by us for the respective service are due immediately with your order. This also applies to software maintenance services ordered by you, which are to be paid in advance for the entire twelve-month period with the order.
10.2 The payment is made via the payment methods offered on our web pages. For credit card payments, we use the transmission method "SSL" to encrypt your personal data.
11.1 Standard software supplied by us remains our property until the agreed prices have been paid in full. Licenses granted by us may be revoked by us if you are more than 14 calendar days in arrears with the payment of the ordered licenses. In this case, we further reserve the right to withdraw from the contract for the order of the unpaid licenses and to demand the deactivation of the respective licenses from you together with the written confirmation that the respective licenses have been deactivated and deleted permanently and irretrievably. If all licenses purchased by you for the standard software are revoked, then you shall immediately cease all use of the standard software and delete all unrecoverable copies thereof. The execution of the deletion must be confirmed to us in writing upon request.
11.2 The right to use software maintenance services in accordance with the terms and conditions agreed here is subject to the proviso that the agreed prices for software maintenance have been paid by you in advance in accordance with the contract. If you are in default of payment for more than 14 calendar days, we shall be entitled to terminate the software maintenance agreement with you without notice for good cause. In this case, you are no longer entitled to use the maintenance services received up to that point on the basis of the terminated software maintenance contract and must delete them immediately and irretrievably and confirm the execution of the deletion to us in writing upon request.
12. Liability for material defects and defects of title of the standard software
12.1 We shall be liable for material defects or defects of title of the standard software which you have purchased directly from us according to the rules of the law of purchase, taking into account the following provisions.
12.2 You undertake to notify us of any defect immediately after its discovery in a form reproducible for us.
12.3 Insofar as we are obliged to provide subsequent performance to you, we may also remedy a defect of quality or title by giving you telephone instructions on how to download and install a patch or update provided by us, provided that the defect in question is remedied by these measures. If you fail to install a patch or update provided by us, although this would eliminate the defect, we shall be released from our obligation to provide subsequent performance.
12.4 If the analysis or elimination of a defect, which we are obliged to eliminate for you, requires us to gain access to the computers on which the defective standard software is installed, you will grant us such accessand take all necessary measures on your side.
12.5 Our liability for material defects or defects of title is generally excluded if a defect is due to the fact that you have installed or used the relevant standard software in deviation from the agreements made and the descriptions in the end user documentation belonging to the standard software. Furthermore, we are not liable for defects caused by errors in the hardware or software environment of the standard software.
12.6 The standard software supplied by us is intended for use within the territory of the European Union or of a signatory state of the Agreement on the European Economic Area. We shall not be liable for defects of title resulting from the fact that the standard software is used outside this territory, unless we have given our express prior written consent to such use.
12.7 If you have purchased the defective standard software as an entrepreneur, any claims for defects against us are excluded if you have not immediately examined the defective standard software and the associated end user documentation for any obvious defects after receipt and the defect you claimed would have been recognizable in such an examination. The same shall apply accordingly if such a defect becomes apparent at a later date and you fail to notify us of the defect in question immediately after its discovery.
12.8 If you have purchased the defective standard software as an entrepreneur, any claims for material defects or defects of title you may have against us shall become statute-barred one year after delivery of the defective standard software. However, this shall not apply if your claims are based on the fact that we have breached a guarantee given to you within the meaning of § 443 BGB (German Civil Code), if we have fraudulently concealed the defect from you or if we have caused the damage caused by the defect due to an intentional or grossly negligent breach of duty. Furthermore, the limitation of the period of limitation to one year shall also not apply to damages resulting from injury to life, limb or health or to such claims for which we are liable to you under the Product Liability Act. In the case of download delivery, the standard software shall be deemed delivered when we have provided you with the download link and the license key required for activating the licenses you have purchased.
13. Limitation of liability
13.1 We shall be liable without limitation insofar as we have caused the damage caused by an intentional or grossly negligent breach of duty. Furthermore, we shall be liable for the slightly negligent breach of obligations whose fulfilment is essential for the proper execution of the contract in question, whose breach endangers the achievement of the purpose of the contract and on whose compliance you may regularly rely. In the latter case, however, we shall only be liable for foreseeable damage typical for the contract. We are not liable for the slightly negligent breach of obligations other than those mentioned in the preceding sentences.
13.2 The above exclusions of liability shall not apply to damages resulting from deviations from quality characteristics for which we have assumed a guarantee within the meaning of § 443 BGB (German Civil Code) and for damages resulting from injury to life, body and health. Any liability under the Product Liability Act shall also remain unaffected by the limitations of liability agreed here.
13.3 We shall not be liable for the loss of data and/or programs if the loss is due to your failure to carry out the usual data and program backups in accordance with the generally accepted rules of technology and the lost data and/or programs can therefore no longer be restored at reasonable expense.
13.4 Data communication via the Internet cannot be guaranteed to be error-free and/or available at all times according to the current state of technology. We are therefore not liable for damage caused by failures or errors of the Internet or the Internet connection, unless we could have avoided such damage with measures that are absolutely necessary on our part according to the generally accepted rules of technology.
14. Data protection
14.1 Your personal data, which we collect within the scope of the order for the establishment, execution and termination of a contract concluded between you and us, will be used by us exclusively for the execution of the contract concluded between you and us. Any further use of your personal data for the purposes of advertising, market research or for tailoring our offers to your needs requires your express consent.
15. Final provisions
15.1 The present terms and conditions of business as well as our end user license agreement referred to here determine the subject matter of regulation completely and conclusively. Amendments or supplements to these are only effective if they have been agreed in writing. In case of discrepancies or contradictions between these Terms and Conditions and the End User License Agreement referred to herein, these Terms and Conditions shall prevail.
15.2 To comply with the written form agreed in these terms and conditions, it is sufficient to comply with the text form according to § 126b BGB (German Civil Code).
15.3 Should individual provisions in these terms and conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected in case of doubt.
15.4 The assignment of claims which you have against us on the basis of a contract concluded between you and us and which are not monetary claims may only be assigned to third parties with our prior written consent. We may not unreasonably refuse the required consent.
15.5 You may only offset claims we have against you against your own undisputed or legally established claims you have against us. You may only assert a right of retention against us in respect of claims on your part which have been legally established or are undisputed.
15.6 These terms and conditions and the legal relations between you and us established on the basis thereof are subject to the law of the Federal Republic of Germany. Deviating from this, however, the mandatory regulations of the state in which you have your domicile or your usual place of residence shall apply if you are a consumer and the regulations concerned contain more favorable provisions for you than the law of the Federal Republic of Germany. The provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (UN Sales Convention) shall not apply.
15.7 For all disputes that may arise between you and us in connection with these terms and conditions and the legal relations established on the basis thereof, the exclusive place of jurisdiction shall be the place of our registered office if you are a merchant within the meaning of § 1 HGB (German Commercial Code), a legal entity under public law or a special fund under public law. In all other cases, the relevant statutory place of jurisdiction shall apply, unless you have moved your place of residence or your usual place of abode from Germany to a foreign country after placing an order with us or your place of residence or your usual place of abode is unknown at the time when legal action is taken by us.
Annex Cancellation Policy
Right of withdrawal
You have the right to revoke a contract concluded with us within fourteen days without giving reasons. The revocation period is fourteen days from the date of conclusion of the contract. In order to exercise your right of revocation, you must give us,
AceBIT GmbH, Holzhofallee 15, 64295 Darmstadt, Germany, telephone +49 (0) 6151 / 13650-0, fax +49 (0) 6151 / 13650-20, e-mail: [email protected],
inform us by means of a clear statement (e.g. a letter, fax or e-mail sent by post) of your decision to revoke the contract in question. You can use the model revocation form in the appendix after this revocation instruction for this purpose, but this is not mandatory. In order to comply with the revocation period, it is sufficient to send the notification of the exercise of the right of revocation before the end of the revocation period.
Consequences of revocation
If you revoke the contract concluded with us, we shall reimburse you for all payments which we have received from you on the basis of the contract, including the delivery costs (with the exception of the additional costs arising from the fact that you have chosen a different type of delivery from the cheapest standard delivery offered by us), immediately and at the latest within fourteen days of the day on which we receive notification of your revocation of the contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment. Upon revocation, all rights of use for services from the revoked contract expire.
A right of revocation no longer exists after the start of the download of the software licenses purchased by you if
a) you have expressly agreed beforehand that we may begin with the execution of the contract before the expiry of the revocation period and
b) you have confirmed that you are aware that by giving your consent you lose your right of revocation when the download begins.
Annex Model withdrawal form
Fax*): +49 (0) 6151 / 13650-20
E-mail*): [email protected]
I hereby revoke the contract concluded with you for the following services:
Purchase of licenses for the following software*): ……………………………………… , Price: ……………………. Euro
Ordered on ................................. received on............................
Order of software maintenance services *): …………………………………… , Price: ………………………Euro
Ordered on ................................. received since
Name of the consumer(s):
Address of the consumer(s):
(*) Delete as appropriate