Last Updates: 2022-09-15 08:15:52
General Terms and Conditions (from now on: GTC)
1.1. The GTC regulates the contractual relationships between the commercial trading SHOPWARE AG, Ebbinghoff 10, 48624 Schöppingen, Germany (referred to as SHOPWARE) and customers.
1.2. Contractual language is German and English.
2. General provisions for all services
2.1. Contract parties
Only entrepreneurs, legal entities under public law, or a special fund under public law are accepted as customers.
2.2. Validity of these Terms and Conditions
2.2.1. These terms and conditions apply exclusively to all services provided by SHOPWARE.
2.2.2. SHOPWARE does not accept Terms to the contrary HOPWARE.
2.2.3. They apply for all future business relations even if not expressly agreed again.
2.2.4. SHOPWARE shall be entitled to submit an amendment or supplementary offer for these GTC or the particular terms of service at any time. If the customer has chosen an electronic communication channel within the business relationship framework, this channel may offer amendments or supplements.
2.2.5. Amendments or supplements must be accepted, if necessary, by way of the deemed consent set out below.
2.2.6. Silence on the part of the customer shall only be deemed to be acceptance of the offer of the amendment (deemed acceptance) if
18.104.22.168. the offer of the amendment is made to restore the conformity of the contractual provisions with a changed legal situation because a provision of these Terms and Conditions no longer corresponds to the legal status due to a change in the law, including directly applicable legal requirements of the European Union, or
22.214.171.124. becomes invalid or may no longer be used because of a final court decision, including by a court of the first instance and
126.96.36.199. the customer has not rejected the change offer before the proposed date on which the changes take effect. 2.2.7. Customers are informed in text form at the beginning of the period that the notice of change or amendment is deemed to be accepted if they remain silent.
2.2.8. The fiction of consent shall not apply 188.8.131.52. in the case of amendments to sections 2.2.4 to 2.2.7 of the General Terms and Conditions or
184.108.40.206. in the case of amendments affecting the principal obligations of the Contract and the charges for the Principal Services; or
220.127.116.11. in the case of changes that are tantamount to the conclusion of a new contract, or
18.104.22.168. in case of changes that would significantly shift the previously agreed relation of performance and consideration in favor of SHOPWARE.
22.214.171.124. In these cases, SHOPWARE shall obtain the client's consent to the changes by other means changes in another way.
2.2.9. If SHOPWARE uses the fictitious consent, the client shall also be entitled to terminate the contract affected by the change without notice and free of charge before the proposed date of entry into force. SHOPWARE shall specify this right of termination to the client in its amendment offer.
2.3. Services, promised features, and guarantees
2.3.1. SHOPWARE owes services to an industry state of the art from the time of the conclusion of the contract.
2.3.2. SHOPWARE is not committed to expanding the options of use according to the technical development for free without the conclusion of a service contract.
2.3.3. The performance details and components are the results of the following listing (in descending order)
126.96.36.199. the contractual agreements,
188.8.131.52. the relevant service description in the Feature List,
184.108.40.206. the relevant special terms and conditions for services,
220.127.116.11. the relevant specific terms of these terms and conditions
18.104.22.168. the relevant general terms of these terms and conditions.
2.3.4. If particularly described properties are assigned to products, these properties represent a specification that cannot be understood in terms of guaranteed property, quality, or durability. Relevant properties are not guaranteed, and appropriate guarantees are not agreed upon.
2.4. Subject to alterations
2.4.1. SHOPWARE has the right to alter the benefits promised or deviate from this if the change or deviation is reasonably compatible with the interests of SHOPWARE for the customer.
2.4.2. Modification or variation is reasonable if the customer is not worse or better or does not deviate significantly from the services.
2.5. Change of plan by the customer
2.5.1. The customer has the right to change from an existing contractual relationship to one of the three plans SHOPWARE Rise, SHOPWARE Evolve, or SHOPWARE Beyond (migration).
2.5.2. A migration contract is required for the migration, whereby the customer returns previously acquired rights of use during the migration and, in return, receives new rights of use to the new plans by the concluded migration contract.
2.6. License checks for software and software extensions as well as measurement or verification of compliance with the GMV or Offer Allowance
2.6.1. SHOPWARE shall use functions in the software and, if applicable, in the software extensions, with which the authorization to use the software and software extensions and the scope of the respective use can be checked.
22.214.171.124. For this purpose, information on the use of software and software extensions and their scope by the customer, as well as on the domain(s) used by the customer for this purpose, shall be transmitted to SHOPWARE and compared with the contract data available there and processed for statistical purposes without personal reference.
126.96.36.199. If SHOPWARE discovers that the software or a software extension is used in a different way than registered with SHOPWARE, SHOPWARE shall be entitled
188.8.131.52.1. to deactivate the use of the software or software extension via remote access until clarification and, if necessary, proper licensing, and
184.108.40.206.2. to pass on the data to the manufacturer of the software extension concerned.
2.6.2. For the determination of the sales- or volume-related remuneration to be paid by the customer, SHOPWARE shall be entitled to collect the usage volume relevant for the determination and to process it for billing purposes. Invoicing shall be carried out by the concluded contract, without a separate agreement, every month in arrears.
2.7. Reservation of the right to rescind
2.7.1. SHOPWARE is entitled to withdraw from the contract by resignation or dismissal if the facts justify this; as far as continuing obligations are concerned, SHOPWARE is entitled to ordinary termination without good cause. This does not affect the right of extraordinary termination.
2.7.2. SHOPWARE is entitled to back out from parts of his duty to perform by resignation or dismissal if the facts justify this. As far as continuing obligations are concerned, SHOPWARE is entitled to ordinary termination without good cause. This does not affect the right of extraordinary termination also.
2.7.3. Modification and variation are justified,
220.127.116.11. if a third party alters or stops its service offer, which SHOPWARE uses to provide its services,
18.104.22.168. if the customer breaches its duty regarding the goods supplied under retention of title,
22.214.171.124. if the customer provides false information about his credit,
126.96.36.199. in case of impossibility, force majeure, strikes, natural disasters and
188.8.131.52. for breaches of a customer unless the customer has been given a reasonable grace period for the duty.
2.7.4. In the event of unavailability of advance payment, SHOPWARE informs the customer about the service’s non-availability and refunds already made payments directly.
2.8. Conclusion of contract
2.8.1. Promotion of the products on the Internet or in catalogs by SHOPWARE is an unbinding request to our customers to make an offer, which is subject to change. This also applies to “non-binding offers” termed letters of SHOPWARE
2.8.2. The customer can place an order in writing, by telephone, or in writing.
2.8.3. SHOPWARE can accept the offer either verbally or by written confirmation in writing or text form or by delivery.
2.8.4. If the order confirmation from SHOPWARE differs from the customer’s offer, the confirmation represents a new offer. The acceptance takes place by the customer referring to the order confirmation. 2.8.5. SHOPWARE has the right to reject an offer.
2.9. Term and Termination
2.9.1. When there are continuing obligations concerning the provision of SHOPWARE Rise, SHOPWARE Evolve, or SHOPWARE Beyond software, the term of the contract is initially 24 months. It is extended by one year unless the contractual relationship is terminated in text form with a notice period of 1 month before the end of a term. The date of receipt of the notice at the contracting party shall be conclusive.
2.9.2. The parties may terminate the contractual relationship immediately for a good cause. A good reason exists if the customer is paying the system usage charge or a substantial part of more than two consecutive months in arrears or in a period extending over two months, with the payment of an amount that is reaching the system usage charge for two months.
2.10. Dates and deadlines
2.10.1. Performance dates and deadlines for the commencement of services are only binding if expressly confirmed by SHOPWARE and if the customer has met all the influence conditions for execution of the service in time.
2.10.2. For the beginning and the calculation periods, which are related to the term and the end of the contract (e.g., minimum contract periods), the date used in the order confirmation for the first service deployment takes effect.
2.10.3. In case of a responsible, unpredictable, unavoidable, and an obstacle of service away from the influence of SHOPWARE, dates and periods move for an appropriate amount of time.
2.10.4. If the service of SHOPWARE is delayed, the customer is only entitled to withdraw if SHOPWARE is responsible for the delay and an adequate period for the service delivery set by the customer has expired.
2.11. Delivery dates / partial delivery / delivery times / risk
2.11.1. Delivery dates declared by the customer require our confirmation to be valid.
2.11.2. Partial deliveries are permissible if they are reasonable for the customer.
2.11.3. The beginning of the specified delivery period requires that the customer leaves all the information, documents, and other items as agreed. The delivery period complies if the delivery item has left our factory or warehouse or we have informed the customer that the goods are ready by the deadline.
2.11.4. The delivery period is extended appropriately in the context of labor disputes, strikes, lockouts, or government regulations or orders, or if unforeseen obstacles that lie outside the control of assets of SHOPWARE occur, where such barriers of evidence on the production or delivery of the products to be supplied object have considerable influence. This applies even if the circumstances arise in the supply.
2.11.5. The risk of accidental loss and deterioration of the Deliverables shall pass with the delivery to the carrier or any other person to carry out the shipment to the customer. The handover is the same if the customer is in default of acceptance. Moreover, the risk for Deliverables goes to the customer upon receipt of notice of readiness.
2.12. General collaboration duties of the customer
2.12.1. The customer must provide all necessary information and documents to SHOPWARE from his sphere. If required to provide the service, the customer will give the employees of SHOPWARE access to its premises and/or existing information technology infrastructure.
2.12.2. If the customer performs his obligation duties not, not in time or incomplete and is responsible for that
184.108.40.206. SHOPWARE can make an offer to provide these services itself instead of the customer,
220.127.116.11. the periods affected by the delay postpone adequate if these cannot adhere.
18.104.22.168. Any claims for compensation from SHOPWARE and/or the right to terminate, if necessary, or to withdraw without prejudice are not affected.
2.12.3. Specific collaboration duties arise unless otherwise agreed as a supplement to the provisions of the special conditions of the contract above.
2.13. Defects Classification / Classification Process / Customer Participation
2.13.1. Unless otherwise agreed, as a part of the duty and the service, a distinction is made between the following four classes:
22.214.171.124. A service-preventing deficiency exists when the use of the respective service is impossible or severely restricted.
126.96.36.199. A service interference deficiency exists when the use of that service is severely limited.
188.8.131.52. A slight deficiency exists when the use is possible with slight restrictions.
184.108.40.206. A service-preventing defect exists, even if the slight deficiencies result in a considerable restriction of the use of individual services.
220.127.116.11. No deficiency exists, but service preventing or –interference deficiencies occur.
2.13.2. SHOPWARE decides on the classification of the limitations encountered when service preventing, service interference, and slight deficiencies or defect, due to the account of the views of the customer, with consideration of the following reasons:
2.13.3. The customer agrees to cooperate in providing SHOPWARE with the data delivered by the third-party software or the data used after the delivery of the software for verification.
2.14. Liability for defects
2.14.1. There is a legal defect liability law unless otherwise provided.
2.14.2. SHOPWARE shall warrant that the services are free of defects that prevent the suitability for contractual use or reduction.
2.14.3. A minor defect or significant reduction in functionality is irrelevant.
2.14.4. SHOPWARE is not liable for the consequences of improper handling, use, maintenance, and operation of the goods or the effects of normal wear and tear of wearing parts such as Batteries, Screen Protectors, printer ribbons, printer, color transparencies, printer paper or the failure to follow the operating instructions.
2.14.5. Defects liability claims by the customer shall not extend to the software or hardware that was changed by the customer or that he does not use in an agreed system environment unless the customer proves that this use is not the cause of the reported shortage.
2.14.6. The reproducibility or detectability of the defects is required for the customer’s claims.
2.14.7. The customer must check the good immediately after the delivery by SHOPWARE within purchase agreements and contracts for work and materials, if possible, in the ordinary course of business, and notify SHOPWARE. The customer must send SHOPWARE the valuable information for the detection in writing if no other form is agreed upon. He must meet the measures that facilitate identifying defects and their causes. If the customer fails to report, then the goods shall be deemed approved unless there is a defect that could not be detected in the report. If such a defect is discovered later, the announcement must be made immediately after the discovery. Otherwise, the goods will be considered regarding this defect as approved. If SHOPWARE has fraudulently concealed the defect, SHOPWARE cannot rely on those rules.
2.14.8. Moreover, the customer must report the defects immediately unless otherwise agreed. To form the error message. He must meet the measures that facilitate identifying weaknesses and their causes.
2.14.9. Product-specific warranty provisions are also included in the special requirements for special services. They are complementary and, in the event of a conflict with the terms of these general rules of priority.
2.14.10. If liability is not excluded or not excludable by law, liability is limited to foreseeable, typical damage.
2.15.1. In case of default, the customer can set an appropriate deadline to SHOPWARE for the service. A period is reasonable when it is measured for at least three weeks. After this period, the customer can cancel the contract in whole or part.
2.15. Event of Default
2.15.2. The customer is obliged to declare, on the request of SHOPWARE, if he rescinds the contract because of the delay or if he insists on the service. This request must be performed during the period referred to in the first subparagraph of this section (Event of default) with reasonable notice before its expiration. Until the receipt of the response at SHOPWARE, SHOPWARE is entitled to perform.
18.104.22.168. If the customer calls for compensation instead of the service and no date for the end of the loan periods is agreed in the contract, the duty of payment is limited to paying two times the monthly compensation for the affected product.
22.214.171.124. The right to the service is excluded if the customer has requested compensation instead of the service.
126.96.36.199. If there is a date for the end of a loan period provided in the contract, the compensation is limited to 5% of the total reward for the affected product.
2.15.3. Customer claims for compensation of lost profits are excluded.
2.15.4. The limitations will not apply where damages are affected by the loss of life, limb, health, or claims under the Product Liability Act or guarantees. The liability for breach of duties, which makes the proper execution of the contract possible and which compliance is expected regularly by the customer, shall not be affected. The same applies to breaches of SHOPWARE vicarious agents.
2.15.5. Product Specific provisions are also included in the special requirements for special services. They are complementary and, in the event of a conflict with the terms of these general rules of priority.
2.15.6. If liability is not excluded or turns out to be not excludable by law, liability is limited to foreseeable, typical damage.
2.16. Other Liabilities
2.16.1. The liability is finally covered for delay under the overall number of uncertainties and defects liability under the Upper Section of liability for defects.
2.16.2. In addition, SHOPWARE shall be liable for damages as follows:
188.8.131.52. for material damage up to 100,000 € per contract;
184.108.40.206. liability for financial loss is limited to 100,000 € per contract.
220.127.116.11. Claims for lost profits are excluded.
18.104.22.168. In case of data loss, SHOPWARE is only liable for those expenses for which the customer requires proper data security to restore the data. For slight negligence of SHOPWARE, this liability occurs only if the customer has performed an adequate backup immediately before the action, leading to data loss.
2.16.3. The limitations will not apply if damages from the loss of life, limb, or health or claims under the Product Liability Act are affected or guarantees are concerned. The liability for the breach of obligations, which makes the proper execution of the contract in the first place and which the customer can usually trust, shall remain unaffected. The same applies to breaches of SHOPWARE agents.
2.16.4. In negligent property and financial losses, we are only liable for breach of a contractual obligation. Still, the amount is limited to the conclusion of the contract and foreseeable contractual damage.
2.17. Rights of use
The rights of use arise from the special provisions for special services.
2.18. Infringement of intellectual property rights
2.18.1. If a third party claims any claims of infringement of intellectual property rights using the delivered products and this will affect or forbid the use, then SHOPWARE is liable as follows:
22.214.171.124. SHOPWARE will change or replace the products at its discretion and at its expense, to infringe the intellectual property rights, but match the agreed functional and performance characteristics reasonably to the customer or dispense the customer of license fees to the patent holder or third. If SHOPWARE fails to do so in appropriate conditions, then SHOPWARE must take back the products with a refund against the compensation minus an amount that considers the time of use. In this case, the customer is obligated to return the products.
126.96.36.199. Condition for the liability of SHOPWARE is that the customer notifies SHOPWARE immediately of third-party claims, does not acknowledge the alleged infringement, and either cede all disputes, including any out-of-court settlements, to SHOPWARE or makes it himself only in agreement with SHOPWARE. Necessary court and legal costs of the customer caused by the legal defense shall be borne by SHOPWARE.
188.8.131.52. If the customer discontinues the use of mitigation or other good reasons, he is obliged to point out to the third that an acknowledgment of the infringement is not connected with the cessation of use.
184.108.40.206. Unless the customer is responsible for the alleged infringement, claims against SHOPWARE are excluded. 220.127.116.11. Further claims by the customer due to a violation of the property rights of third parties are excluded.
2.18.2. The limitations will not apply if damages from the loss of life, limb, or health or claims under the Product Liability Act are affected, or guarantees are concerned. The liability for the breach of obligations, which makes the proper execution of the contract in the first place and which the customer can usually trust, shall remain unaffected. The same applies to breaches of SHOPWARE agents.
2.18.3. The limitations and exclusions of liability do not apply if the damages are covered by public liability insurance of SHOPWARE, and the insurer pays.
2.18.4. If liability is not excluded or turns out to be not excludable by law, liability is limited to foreseeable, typical damage.
Claims under the upper digits of liability for defects, delay, and other harm prescribe in a period of 3 years from the knowledge, but not later than five years after delivery unless nothing else addicts to the special provisions for special services.
2.20. Retention of title
2.20.1. Ownership of the goods supplied by SHOPWARE until full payment of all claims arising from the business relationship with the customer stays in the ownership of SHOPWARE and may not be pledged or transferred as security.
2.20.2. In case of third parties seizure or other interference, the customer must inform SHOPWARE immediately.
2.20.3. The securities will be released upon the customer's request if the securities' value exceeds the secured claims by more than 25%.
2.21.1. The amount of compensation, the due date, and billing resulting from the contract and the special provisions for extraordinary achievements of the terms and conditions.
2.21.2. Prices are ex-factory and exclude VAT.
2.21.3. Unless otherwise agreed, invoices are due immediately without deduction.
2.21.4. The package is derived from the contract.
2.21.5. If an upstream supplier of SHOPWARE increases or decreases a price with effect for SHOPWARE, SHOPWARE passes it to the customer.
18.104.22.168. Increases are excluded if delivery dates within four months after the contract are agreed.
22.214.171.124. Reductions are passed from SHOPWARE to the customer without notice.
2.21.6. In the case of continuous obligations, the prices for services may be increased. Unless otherwise agreed, the following shall apply:
126.96.36.199. An increase in the remuneration can be made for the first time at the end of the minimum contract term, further increases can be announced at the earliest in each case 11 months after the previous increase takes effect.
188.8.131.52. An increase will take effect one month after the announcement.
SHOPWARE is entitled to send invoices as pdf invoices by e-mail or to place them in the customer’s account (electronic invoice).
2.23. Privacy / Secrecy
2.23.1. The customer is responsible for providing SHOPWARE with all information, legal requirements, and knowledge required to observe data protection and confidentiality.
2.23.2. Before handing over a volume to SHOPWARE, the customer is responsible for deleting data worth being protected unless otherwise agreed.
2.23.3. The customer and SHOPWARE ensure that all persons entrusted with the processing or fulfillment of the contract observe the legal provisions and privacy. The obligation required under data protection law on privacy must start before the first start of the activities and must be proofed if requested.
2.23.4. The customer and SHOPWARE ensure that all technical and organizational measures are taken necessary to implement the provisions of the preceding subparagraph.
2.23.5. The customer and SHOPWARE may cancel the contract in whole or part if they comply with the obligations fault within a reasonable period or violate privacy regulations intentionally or grossly.
2.23.6. The customer and SHOPWARE are obliged to handle all information obtained in the framework of the contract confidential information, business, and trade secrets hidden, particularly not to pass them on to third parties or otherwise for contractual purposes.
2.23.7. SHOPWARE can include the customer’s name and a brief service description in a reference list. All other advertising information to the customer is discussed in advance with him.
2.24. Textual form
The contract and any amendments to it, and all contract-related statements, disclosure, and documentation requirements, must be in textual form unless another additional form is agreed upon.
2.25. Contractual exclusion of setoff
The customer is not entitled to set off its claims against payments due unless the claims are undisputed or legally bonded.
2.26. Applicable Law, Place of Jurisdiction, and Ancillary Agreements
2.26.1. The contract, including these General Terms and Conditions, is governed by the law of the Federal Republic of Germany. The provisions of the Vienna UN Convention dated 11th April 1980 on Contracts for the International Sale of Goods (CISG) shall not apply.
2.26.2. In case of disputes, the place of jurisdiction is Cologne.
2.26.3. SHOPWARE is entitled to sue in any other jurisdiction provided by law.
2.26.4. No ancillary agreements have been made.
2.27. Severability clause
2.27.1. If any provision of the contract or these terms and conditions become invalid, the validity of the remaining provisions shall not be affected.
2.27.2. The parties will cooperate to replace invalid provisions with regulations that comply with the invalid requirements as far as possible.
2.28.1. the use of the software by SHOPWARE may cause E causes, with the licensing terms of the third-party software used by the customer, that the customer must purchase additional rights to use this software of these suppliers.
2.28. Information on third-party software and rights to use third-party software
2.28.2. The customer is responsible for procuring rights to use third-party software.
3. Special provisions for designated services
3.1. Provisions for the transfer of proprietary software
3.1.1. General provisions for the transfer of software
184.108.40.206. Subject of the contract
220.127.116.11.1. The following conditions apply to the transfer and use of software in each case, the version licensed in the contract.
18.104.22.168.2. They do not require additional services such as installation, integration, configuration, and software customization to meet customer needs.
22.214.171.124.3. Proper data backup is up to the customer unless otherwise agreed.
126.96.36.199. The nature and extent of the service
188.8.131.52.1. SHOPWARE provides the software to the customer according to the contract’s provisions.
184.108.40.206.2. The software documentation can be delivered in German and printed or printable unless otherwise agreed.
220.127.116.11.3. The software was checked at an appropriate time before each delivery to the customer (so there is a delivery) with a current anti-virus program SHOPWARE said that the review found no evidence of damaged functions in the software.
18.104.22.168. Rights of use
22.214.171.124.1. Software is protected by copyright.
126.96.36.199.2. Software is provided to the customer for its intended use. The scope of the intended use, the type and extent of the rights arising from the agreement, and these terms and conditions.
188.8.131.52.3. The intended use is determined by the system and operational environment of the software at the time of initial assignment. In the case of porting software to hardware purchased later, it can lead to use restrictions that must be cleared for payment.
184.108.40.206.4. The Customer commits to ensuring the use of the software with appropriate technical and organizational measures.
220.127.116.11.5. The customer is entitled to make a copy of the software for backup purposes. Good backup copies of software serve as part of their intended use.
18.104.22.168.6. Use in a system environment different from agreed upon requires the consent of SHOPWARE. If a system environment defined in the contract is not operational, the temporary use of another suitable one is permitted until the error in any other appropriate environment is fixed.
22.214.171.124.7. The customer agrees to avoid bringing the software into another code form unless it is allowed by copyright regulations.
126.96.36.199.8. SHOPWARE informs the customer about the software copying- and use of locks, as far as they are known.
3.1.2. Special provisions for the transfer of software
188.8.131.52. Temporally unlimited transfer of software
184.108.40.206.1. Rights of use
220.127.116.11.1.1. If no other rights of use are granted, SHOPWARE grants the customer the right to use the following software:
18.104.22.168.1.1.1. The non-exclusive, perpetual, and transferable right to use the Software in the system environment agreed upon in the Contract.
22.214.171.124.1.1.2. If the customer is entitled to transfer the rights of use to a third party, and he makes this, he must pay its obligations to the third parties. Upon such a transfer, the usage rights of the customer expire. The same applies to return transfers. All existing copies of the software must be deleted or returned to SHOPWARE.
126.96.36.199.1.1.3. The software contains third-party open-source software (from now on, referred to as "OSS"). In deviation from this GTC, the customer shall exclusively receive the rights of use to this OSS, which result from the license conditions applicable to the OSS. At the customer's request, SHOPWARE shall inform the customer which OSS is contained in the software or the software extensions and which license conditions apply if this is not already apparent from the documentation belonging to the software.
188.8.131.52.2. Extraordinary Termination of Rights of use
184.108.40.206.2.1. If the customer seriously violates the agreed usage rights of use or rights of the owner, SHOPWARE can terminate the rights of use of software extraordinary.
220.127.116.11.2.2. In the event of termination, the customer must delete the original of the software affected by the ending, including documentation and all copies, and return them to SHOPWARE.
18.104.22.168.2.3. At the request of SHOPWARE, the customer makes a statement about the cancellation.
22.214.171.124.2.4. The customer is entitled to retain a copy of the software for testing and archival purposes if an agreement is reached. The other statutory provisions shall remain unaffected.
126.96.36.199.3.1. The compensation is due immediately.
188.8.131.52.3.2. Where partial services are agreed upon, these regulations shall apply accordingly.
184.108.40.206.4. Liability for defects, defects liability period
220.127.116.11.4.1. If the obligation of SHOPWARE for defect removal is not precluded by contract, the following applies:
18.104.22.168.4.1.1. The obligation of SHOPWARE defect removal relates to the customer's most recent, adopted version of the software. Unless otherwise agreed, the customer will bear a new version if it is used to prevent or eliminate defects. The customer is not required to adopt a new version if it is not reasonable because the new version differs significantly from the agreed contract specifications. If the customer does not take over a new version, its other rights under these General Conditions remain intact.
22.214.171.124.4.1.2. On releasing a new version of the software, the replaced version must be destroyed or surrendered at the request of SHOPWARE.
126.96.36.199.4.1.3. If a new version contains more functionality or features than the contractually owed as amended ("supererogation"), the customer must pay a transfer fee only if he wants to use the supererogation. An obligation to use the supererogation does not exist.
188.8.131.52.4.1.4. SHOPWARE can correct the defect at its option by removing, bypassing, or replacing it. Corrective action includes the delivery of a printed or printable instruction for the documentation, if necessary.
184.108.40.206.4.2. If SHOPWARE does not correct the defects within a reasonable time limit, the customer may set a grace period. If the repair or replacement does not occur within the period or if it failed for any other reason, the customer could demand a reasonable reduction in price.
220.127.116.11.4.3. The warranty period is 12 months after delivery unless otherwise agreed. The warranty period for defects in subsequent performance also ends with the expiry of the period referred to in the preceding sentence.
18.104.22.168. Temporary Use of Software (rent / SaaS / test- and demonstration-purposes)
22.214.171.124.1. Rights of use
126.96.36.199.1.1. If no other rights of use are agreed upon, SHOPWARE grants the customer the following rights of service to the software:
188.8.131.52.1.2. the non-exclusive right of use
184.108.40.206.1.3. the right of use in the system environment agreed in the contract,
220.127.116.11.1.4. the non-transferable right of use
18.104.22.168.1.5. the temporary and terminable right of use.
22.214.171.124.1.6. The same applies to the provision for test and demonstration purposes for the period of testing or demonstration.
126.96.36.199.1.7. The software contains third-party open-source software (from now on, referred to as "OSS"). In deviation from this GTC, the customer shall exclusively receive the rights of use to this OSS, which result from the license conditions applicable to the OSS. At the customer's request, SHOPWARE shall inform the customer which OSS is contained in the software or the software extensions and which license conditions apply if this is not already apparent from the documentation belonging to the software.
188.8.131.52.2. Duration and termination of rights of use
184.108.40.206.2.1. The duration of the transfer of the software results from the contract.
220.127.116.11.2.2. If the customer violates the agreed usage rights or rights of the owner serious, SHOPWARE can terminate the rights of use of the software affected greatly. This implies an unsuccessful reminder having been sent ahead by SHOPWARE.
18.104.22.168.2.3. In the event of termination, the customer must delete the originals of the software affected by the ending, including documentation and all copies, and return them to SHOPWARE. At the request of SHOPWARE, the customer makes a statement about the cancellation. The customer is entitled to retain a copy of the software for testing and archival purposes if an appropriate agreement is reached in the contract.
22.214.171.124.2.4. The other statutory provisions shall remain unaffected.
3.2. Services for software
3.2.1. The nature and extent
126.96.36.199. SHOPWARE provides services for software, as agreed in the offer, and qualified personnel to perform the agreed maintenance services.
188.8.131.52. The Software version maintained is the version at the time of the delivery date under maintenance by now, which means the existing care that is owed is the maintenance of the latest published version. Old versions should not be maintained.
184.108.40.206. If the customer uses the software, not in the system environment agreed upon in the offer, he is not entitled to get maintenance services.
220.127.116.11. If the customer uses the software not corresponding to the right of use agreements of the licensing agreement, he is not entitled to get maintenance care services.
3.2.2. Customer Participation
18.104.22.168. The customer shall support SHOPWARE in the provision of the contractual services to a reasonable extent.
22.214.171.124. The customer shall inspect the goods immediately after delivery by SHOPWARE, as far as this is feasible in the ordinary course of business. If a defect becomes apparent, notify SHOPWARE without delay.
126.96.36.199. The notification of defects shall generally be made via SHOPWARE's ticket system or, if agreed, via the telephone number provided for this purpose. The notice shall precisely describe the defect (in particular, the conditions under which it occurs, symptoms, and effects of the deficiency).
188.8.131.52. The customer shall take such measures as are reasonably practicable to facilitate the identification of the defect and its causes.
184.108.40.206. Upon request, the customer shall provide the system environment for the software listed in the offer.
220.127.116.11. The customer shall be obliged to inform SHOPWARE about his operating environment as well as about changes to this working environment and to the software listed in the offer in due time, provided that these changes have an impact on SHOPWARE's services under the service contract.
18.104.22.168. The customer shall grant SHOPWARE on-site access to the hardware and software required for the provision of services during its regular business hours and to the extent necessary, as well as provide the required technical facilities. Regarding the urgency of the respective service, access shall also be granted outside the client's regular business hours.
22.214.171.124. Proper data backup is up to the customer.
3.2.3. Service Level Agreements
126.96.36.199. The customer can agree with SHOPWARE, within which time the services will be provided.
188.8.131.52. Unless otherwise agreed, SHOPWARE will react to the notification of a defect by the Customer within the time limits agreed upon ("Response Times").
184.108.40.206. Precondition for the beginning of the respective times is that the customer uses the ticket system provided by SHOPWARE.
3.2.4. Rights of use
220.127.116.11. The obligation to deliver patches includes the obligation to grant usage rights in the nature and extent as they exist for the software listed in the offer unless otherwise agreed.
18.104.22.168. The customer shall notify SHOPWARE about changes in the rights of use and - if necessary - changes in the editing rights of third parties.
22.214.171.124. A lump-sum compensation listed in the offer is the pay for all agreed services unless otherwise specified in the contract.
126.96.36.199. The monthly fee is calculated according to the proposed scope of users.
188.8.131.52. A compensation for expenses listed in the offer is the pay for the time spent on care services unless otherwise agreed.
3.2.6. Legal Consequences for Breach of Maintenance Services
184.108.40.206. If the Maintenance Service is not provided under the contract and SHOPWARE is responsible for this, SHOPWARE is committed to providing the maintenance service at no extra cost to the customer within a reasonable period by the contract.
220.127.116.11. An immediate reprimand of the customer is required within one week after the latest knowledge.
18.104.22.168. If the fulfillment of the maintenance services fails by the contract because of reasons caused by SHOPWARE, even within an appropriate extension set by the customer, the customer has the right to terminate the agreement for the affected software without notice.
22.214.171.124. If the continuation of the contract is unacceptable for the customer due to the nonconforming fulfillment and upon expiry of the grace, considering all the circumstances of the case and weighing the interests of both parties, the customer may terminate in whole or in part.
126.96.36.199. In the event of termination, SHOPWARE has the right to compensation for the service provided up to the effective termination date. The compensation is not payable for those services for which the customer can prove within three weeks after the declaration of termination that they are not available to him and without interest.
188.8.131.52. The right of extraordinary termination for another critical reason remains unaffected. SHOPWARE has, in this case, the right to compensation for services provided up to the effective termination date. The compensation is not payable for those services where the customer can prove within three weeks after the declaration of termination that they are without interest.
3.3. Hosting services
3.3.1. performance obligations
184.108.40.206. HOPWARE warrants availability by the contractual agreements. Excluded are times when the server cannot be reached due to technical or other problems beyond SHOPWARE's control (force majeure, fault of third parties, etc.). SHOPWARE shall be entitled to restrict access to the services if the security of the network operation, the maintenance of the network integrity, and the avoidance of severe disturbances of the network, the software, or stored data require this.
220.127.116.11. If SHOPWARE is in default with service, the customer is only entitled to cancel the contract if SHOPWARE does not meet a reasonable grace period set by the customer. The deadline must be in text form.
SHOPWARE shall be liable by the general provisions of these terms and conditions.
3.4. Other services
3.4.1. The nature and extent
18.104.22.168. SHOPWARE provides other services on the offered terms.
22.214.171.124. The customer bears the responsibility for the project and its success.
126.96.36.199. Proper data backup is up to the customer.
188.8.131.52. Services in the meaning of a contract to produce work are not included in the offer.
184.108.40.206. SHOPWARE provides its services at the current state of the art and qualified staff to provide the service.
3.4.2. Collaboration between SHOPWARE and the customer
220.127.116.11. Contact persons are only the mentioned contact persons.
18.104.22.168. The customer will submit requests for the service to the named contact person and does not give instructions to other persons employed by SHOPWARE.
22.214.171.124. The persons appointed by SHOPWARE do not enter any employment relationship with the customer, even if they provide services on its premises.
3.4.3. Participation by the Customer
126.96.36.199. The customer will assist in the provision of SHOPWARE services appropriately.
188.8.131.52. He will make the complete and necessary information and documents available promptly. Any further participation must be agreed upon separately.
3.4.4. Performance quality disturbance
184.108.40.206. If the service is not provided under the contract or is faulty and SHOPWARE is responsible, SHOPWARE is obliged to provide the services according to the agreement at no additional cost to the customer within a reasonable time. A period is appropriate when it is measured for at least three weeks.
220.127.116.11. The prerequisite is a reprimand of the customer, which must occur immediately, within one week after the latest knowledge.
18.104.22.168. If the offered Service fails complete or insignificant parts for reasons caused by SHOPWARE within an appropriate extension explicitly set by the customer, the customer is entitled to terminate the contract.
22.214.171.124. In this case, SHOPWARE has the right to compensation for the service provided up to the effective termination date.
126.96.36.199. This compensation is not payable for those services where the customer can prove within three weeks after termination of the declaration that they are not available to him or without interest.
188.8.131.52. The right of extraordinary termination for a good cause remains unaffected.
184.108.40.206. Further claims by the customer due to performance quality problems are excluded.
220.127.116.11. The limitations of liability shall not apply to intent or gross negligence and not for the injury to life, limb, or health or claims under the Product Liability Act or if guarantees are concerned. The liability for breach of duties, which makes the proper execution of the contract in the first place and may rely on their compliance with the customer, shall also be unaffected. The same applies to breaches of SHOPWARE agents.
3.4.5. Changes in the service
18.104.22.168. The customer can demand a change of the service after the conclusion of the contract as part of the performance of SHOPWARE for payment unless this is unreasonable for SHOPWARE.
22.214.171.124. The amendment process must be documented unless otherwise agreed.
126.96.36.199. SHOPWARE must notify the customer within 15 days whether the change in demand for them is not reasonable or not feasible.
188.8.131.52. The amendment request is reasonable and practicable; SHOPWARE notifies whether a comprehensive examination is required or not.
184.108.40.206. If an extensive review of the change request is required, SHOPWARE must submit a corresponding test range offer with information about the compensation. 220.127.116.11. The customer will accept or reject the testing offer within ten days.
18.104.22.168. If an extensive review of the requested change is not required, SHOPWARE must present either a realization offer of quoting performance period, scheduled appointments and effects to make the payment or agree to carry out the proposed changes.
22.214.171.124. The customer will accept or reject the offer of SHOPWARE within the offer validity period.
126.96.36.199. Appropriate binding adjustments of the offer must document agreed changes to services the request.
188.8.131.52. The customer and SHOPWARE may agree that the services affected by the change request will be suspended until the necessary adjustment of the contractual agreements. If the required adjustments of the agreements were not reached within the offered validity period of offer realization, the work should proceed based on the contract. The performance period shall be extended by the number of working days that resulted from the request for change or review of the demand for change, the work stopped. SHOPWARE may require a compensation expense or an appropriate increase of the agreed fixed price for the duration of the interruption, except that team members of SHOPWARE could be otherwise used or malicious use has failed in the time of the interruption.
3.5. Free Software (Community Edition)
3.5.1. The software in the Community Edition shall be made available to the customer free of charge by donation. SHOPWARE shall not offer any support services for the Community Edition.
3.5.3. The customer shall grant SHOPWARE the right to name him as a reference customer and to use the customer's word and picture marks for advertising purposes.
3.6. SHOPWARE Account
3.6.1. The SHOPWARE account enables the client to manage all software extensions related to the software as well as his customer data (managing orders, changing addresses and payment methods, checking account balances, downloading invoices, etc.) and to receive support from SHOPWARE. By creating a SHOPWARE account, the customer agrees to these GTC by accepting the validity of the GTC during registration.
3.6.2. The use of the SHOPWARE account requires the registration of the client. SHOPWARE may refuse the registration of a customer without giving reasons. By registering, the customer assures to be an acceptable customer. The customer undertakes to provide the information required for registration entirely and truthfully. Registration in the name of third parties is not permitted. SHOPWARE shall be entitled to block the customer's SHOPWARE account if the information provided is incomplete or untrue and if the customer does not update the data immediately upon request by SHOPWARE. This shall not apply if the customer is not responsible for the incorrect information. The customer shall receive password-protected access to the SHOPWARE account via the internet. The password is assigned by the customer and must be individual, sufficiently long (at least twelve characters), and complex (upper case letters, lower case letters, numbers, special symbols). The customer must keep his access data secret and protect them from third-party misuse. In case of actual or suspected loss or misuse of the access data, the customer shall inform SHOPWARE immediately. SHOPWARE shall then be entitled to block the access until the risk of abuse has been eliminated.
3.6.3. The customer shall be liable for all consequences resulting from the misuse unless the customer is not responsible for it.
3.7.1. SHOPWARE offers the customer the possibility to provide self-developed software extensions (including themes) for the Community Edition and proprietary edition of the software (from now on referred to as "on-prem software") via electronic sales platforms (from now on referred to as "SHOPWARE Stores").
3.7. SHOPWARE Stores for software providers
3.7.2. In this role, the Customer is referred to as the "Software Provider".
184.108.40.206. The use of the SHOPWARE stores requires a SHOPWARE account.
220.127.116.11. In the case of software extensions with Administration components for the software, which are to be distributed by SHOPWARE 5 under a proprietary license, the separate prior acquisition of a paid SHOPWARE SDK license by the software provider is mandatory.
18.104.22.168. All further regulations for using the SHOPWARE Stores by the software provider are regulated in a separate contract. After the conclusion of this contract, the software provider shall be activated by SHOPWARE for the provision of software extensions.
3.8.1. SHOPWARE offers the client the possibility to buy, rent or use free of charge software extensions for the software via the SHOPWARE Stores, which have not been developed and created by SHOPWARE itself.
3.8. SHOPWARE Stores for users
3.8.2. In this context, the customer shall be referred to as a "user".
22.214.171.124. A software extension may include a subscription that entitles the user to patches, updates, and support for the software extension under the subscription terms.
126.96.36.199. The use of SHOPWARE Stores requires a SHOPWARE account.
188.8.131.52. SHOPWARE shall make the SHOPWARE Stores available to the user subject to the following provisions:
184.108.40.206.1. The contract for purchasing software extensions in a SHOPWARE Store, including a subscription if applicable, shall be concluded between SHOPWARE and the user.
220.127.116.11.2. As an alternative to purchasing, rental is also possible for some software extensions.
18.104.22.168.3. A contract for a software extension in a SHOPWARE Store shall be concluded upon installation of the software extension.
22.214.171.124.5. Upon termination of the rental agreement, the user shall return the extension, whereby the deletion and uninstallation shall be executed in the Administration and the SHOPWARE account. Suppose the software extension is not uninstalled and deleted after the end of the contract period but continues to be used. In that case, a claim for damages arises for the duration of the unauthorized use in the same amount as the previously paid rent without constituting a new right of use. In addition, a surcharge for unauthorized use arises in the same amount as the previously paid rent.
126.96.36.199.6. Software extensions for the software shall be installed and put into operation by the user. The user is entitled to an update if he has rented the software extension or purchased a subscription.
188.8.131.52.7. Support - if offered - shall be provided exclusively by the software provider, in no case by SHOPWARE.
184.108.40.206.8. SHOPWARE shall not be obliged to check the software extensions offered in the SHOPWARE stores for their functionality, features described in the offer, or infringements of third-party rights. Questions of compatibility shall be clarified by the user directly with the software provider before the purchase. 220.127.116.11.9. Software extensions are provided, including installation instructions. An instruction manual (user documentation in text form or online help) is only owed if the intended use is impossible without it. Other instructions or documentation are not owed.
18.104.22.168.10. SHOPWARE is the software provider; the respective contract shall provide support and updates for the software extension concluded with the user. Therefore, users of the Community Edition shall not be able to receive support, patches, and updates from SHOPWARE, even for software extensions from the SHOPWARE Stores, which are subject to a charge.
22.214.171.124.11. The user’s claims of the user arising from statutory liability for defects or guarantees shall remain unaffected.
3.9. Software as a Service (SaaS)
3.9.1. SHOPWARE shall make the software available to the customer in the cloud as a solution hosted by SHOPWARE. The use of SaaS requires a SHOPWARE account.
3.9.2. SHOPWARE shall provide the customer with SaaS including the associated documentation and with the described functionalities and service levels in various plans.
3.9.3. SHOPWARE aims to maintain SaaS permanently (24 hours a day, 365 days a year). The infrastructure is designed for 99% availability annually. However, routine, necessary, and planned maintenance and repair measures (not more than a total of eight hours per month) are excluded. As far as possible, necessary maintenance and repair measures shall be announced in good time at https://status.SHOPWARE.store. SaaS is not guaranteed to be always available.
3.9.4. With SaaS, SHOPWARE relies on the principle of "self-service" to make the use of SaaS as simple as possible. Therefore, supplementary support services are available to support the customer in accordance with the service description. The scope of the support depends on the plan selected in each case. Apart from that, the customer has no claim to a certain design or equipment of SaaS. Properties of SaaS shall only be warranted if SHOPWARE expressly describes them to the customer in text form as a warranted property.
3.9.5. Part of SaaS may be the interaction with cloud solutions or third-party applications (hereinafter referred to as "Third Party Products"). It is the customer's responsibility to create the prerequisites necessary for the use of the Third-Party Products together with SaaS. This applies to the conclusion of contracts with the providers of the Third-Party Products as well as the use or installation of the Third-Party Products in accordance with the contract concluded in this regard with the respective provider. SHOPWARE shall not be involved in these contracts and shall not be responsible for the services owed by the providers of the third-party products.
3.9.6. Access to SaaS is provided via the internet. The customer is responsible for the provision of internet access and the customary hardware (e.g., router, smart devices) or software (e.g., browser) required for access to SaaS at the customer's premises. SaaS is provided to the customer exclusively as a solution that can be used in the browser or controlled via APIs.
3.9.7. SHOPWARE expressly reserves the right to change SaaS in whole or in part at any time at its own reasonable discretion, considering the interests of the customer. However, this shall only apply if this does not affect services that relate to obligations of the parties, the fulfilment of which makes the use of SaaS possible in the first place and on the compliance with which the other party regularly relies on or may rely (hereinafter referred to as "essential contractual obligation"). SHOPWARE shall inform the customer about such changes in text form in due time in advance.
3.9.8. SHOPWARE shall provide the customer with various software extensions (including themes) for SaaS. SHOPWARE shall provide the software extensions with the system requirements, functionalities and interfaces as described in the software, in a SHOPWARE Store, in a service description or in these GTC when the contract with the customer is concluded.
3.9.9. If the customer develops his own software extensions for SaaS or has them developed by a third party, he shall be responsible for their functionality and any errors or malfunctions caused by them in SaaS. This shall not apply if SHOPWARE is exclusively or predominantly responsible for the errors or malfunctions.
3.9.10. The customer shall receive the right to use SaaS for his own business purposes for the intended use of SaaS, unlimited in time and space and limited to the use of the services provided with SaaS.
3.9.11. Obligations of the customer with SaaS
126.96.36.199. The Customer shall comply with applicable law, respect the rights of third parties and take reasonable precautions against the loss of its Content in SaaS. The customer shall not use configuration options in SaaS that are not documented but accessible to the customer. The customer is responsible for the compliance with the legal regulations due to the contents posted by the user in SaaS. If the customer does not fulfil his obligations despite being requested to do so by SHOPWARE and granted an appropriate grace period, SHOPWARE shall be entitled to terminate the contract extraordinarily for good cause. Other rights and claims of SHOPWARE shall remain unaffected.
188.8.131.52. With SaaS, SHOPWARE shall only provide the technical and organizational platform for the content placed in SaaS by the customer. These contents are third-party contents for SHOPWARE. If SHOPWARE exceptionally provides its own content via SaaS, this content shall be explicitly marked as such. Third-party content is merely stored by SHOPWARE and, if necessary, automatically processed in connection with the services available in SaaS. SHOPWARE has no knowledge of the external content. SHOPWARE does not select the external content or control it in any other way. Likewise, SHOPWARE does not supervise or give instructions to the customer of SaaS. SHOPWARE does not adopt external content as its own by providing SaaS. The customer is solely responsible for the external content. Via links or functionalities in SaaS, websites or third-party products may be accessed or integrated, which are not operated by SHOPWARE. Such links or functionalities are clearly marked, recognizable by a change in the address line of the browser or a change in the user interface. SHOPWARE is not responsible for such websites and third-party products. The general warranty and liability provisions shall remain unaffected.
3.9.12. Remuneration for SaaS
184.108.40.206. The remuneration for SaaS results according to the concluded contract.
220.127.116.11. The contract begins and ends in accordance with the concluded contract.
3.10. Training and other services
3.10.1. This clause shall apply to service contracts for training and other services (hereinafter referred to as "service contracts") concluded separately with the customer, if applicable. The employees involved in the performance of the service shall be selected by SHOPWARE. The customer shall not be entitled to the provision of services by certain employees. SHOPWARE shall determine the manner of service provision. If results of the service are to be issued to the client, only the issued results shall be binding.
3.10.2. Collection of knowledge
SHOPWARE shall provide the customer with online trainings, documentations, online manuals, and self-created tutorials in a knowledge collection free of charge. There shall be no claim to provision. SHOPWARE may reduce the scope of the knowledge collection, restructure it, or discontinue it completely at any time.
SHOPWARE shall provide the customer with a forum free of charge, in which the customer may exchange information with other customers. The active use of the forum requires a SHOPWARE account according to section 4. There shall be no claim to provision. SHOPWARE may reduce, restructure, or completely discontinue the forum at any time. The customer shall be responsible for the contents posted by him in the forum. For SHOPWARE, the content posted by customers in the forum shall be third-party content, which SHOPWARE shall not adopt as its own. As a technical service provider, who exclusively provides the forum for the customers, SHOPWARE shall not be responsible for these external contents. If SHOPWARE becomes aware of obvious infringements of the law in the forum, SHOPWARE shall delete them or otherwise restrict access to them. The client shall indemnify SHOPWARE from all claims of third parties, which are asserted against SHOPWARE due to the content posted by the client in the forum. This shall also include the reasonable and usual costs of legal defense arising from the defense against claims of third parties.
3.10.4. Training by SHOPWARE
SHOPWARE shall offer the customer live and online training events in the use of the shop software or software extensions.
18.104.22.168. Live trainings by SHOPWARE
22.214.171.124.1. Registrations for the live trainings shall be made by telephone, in text form or online. The registration shall be binding upon confirmation by SHOPWARE at the latest. The allocation of the available places takes place in the order of receipt of the registrations.
126.96.36.199.2. The training contents and valid training prices described on SHOPWARE's website at the time of registration for the respective live training shall apply. The only temporary participation in the live training does not entitle to a reduction of the price of the live training.
188.8.131.52.3. If the customer cancels his registration up to ten days before the start of the live training, SHOPWARE shall refund the full training price. Otherwise SHOPWARE shall refund 50% of the training price. The provision of a substitute participant by the customer is possible free of charge.
184.108.40.206.4. SHOPWARE shall be entitled to cancel the training without giving reasons up to ten days before the start of the live training. Thereafter, cancellations shall only be possible for good cause, in particular in the event of illness of the instructor or a disruption in accordance with clause 11. Training fees already paid shall be refunded in full in the event of cancellation. The customer shall have no other claims. SHOPWARE shall be entitled to postpone or reschedule live trainings up to one month before their start. SHOPWARE shall inform the customer immediately. The customer's registration shall remain valid unless the customer informs SHOPWARE in writing within two weeks that he does not wish to participate in the live training due to the postponement or rescheduling. In this case, SHOPWARE shall refund the training price. The client shall have no other claims.
220.127.116.11.5. SHOPWARE reserves all rights to the training documents. Copying, distribution or making the training documents publicly available shall not be permitted without SHOPWARE's prior express consent in text form.
18.104.22.168.6. For the successful participation in the live training and - if the booked training includes it - the issuance of a certificate, the requirements specified in the respective training description must be met.
22.214.171.124. SHOPWARE online training courses
126.96.36.199.2. The necessary knowledge listed on the online training page shall apply as a prerequisite for certification, as well as the prices listed there. The online certification can be cancelled up to 30 days after registration, provided that the certification process has not yet been started by the customer. In this case, SHOPWARE shall refund the full price of the certification. SHOPWARE reserves all rights to the training materials of the online trainings as well as to the documents and test questions of the online certifications. Duplication, distribution or making available to the public are not permitted without the prior, express consent of SHOPWARE in text form.
3.10.5. Remuneration and terms of payment
188.8.131.52. Prices are valid for one month from the calendar date of the offer. Remunerations shall in principle be net prices plus VAT at the statutory rate. SHOPWARE may invoice monthly, in case of services to be provided on a permanent basis in advance at the beginning of each month of use.
184.108.40.206. All invoices shall be due immediately upon receipt and payable within one week at the latest without any deductions. No discount shall be granted. In the event of default on the part of the customer, the statutory default interest shall accrue. Payments by the client shall only be deemed to have been made when SHOPWARE can dispose of the payment amount without reservation.
220.127.116.11. Remuneration according to expenditure shall be charged at SHOPWARE's prices generally valid at the time of conclusion of the contract after the services have been rendered. Invoicing on a time and material basis shall be carried out upon presentation of appropriate proof of activities. The client may object to the stipulations made therein within two weeks in text form. After expiry of these two weeks without objections by the customer, the proof of activities shall be deemed to have been accepted.
18.104.22.168. Travel time, travel expenses and subsistence costs shall be charged depending on the location of SHOPWARE's registered office. Travelling times and travelling expenses shall be incurred on journeys between the registered office of SHOPWARE and the respective place of employment of the client or between different places of employment of the client. Unless otherwise agreed, travel time, travel expenses and incidental expenses as well as other expenses shall be reimbursed in the amount actually incurred, at least according to the flat tax rates. Travelling time shall be deemed to be working time.
22.214.171.124. Remuneration based on time and material agreed in the contract shall be the remuneration for the time spent on the contractual services. The cost of materials shall be remunerated separately. Waiting times and standby times for which the customer is responsible (e.g., readiness on site at the customer's premises expressly requested by the customer) shall be remunerated as working times.
126.96.36.199. The customer shall only be entitled to set-off if the counterclaims have been legally established, accepted by SHOPWARE or are undisputed; this shall not apply in case of claims for defects of the customer arising from the same contract. The customer shall only be entitled to exercise a right of retention if his counterclaim is based on the same contract.