General Terms and Conditions of simplitec GmbH
As of: August 2013
I. General provisions
§ 1 Scope of application
1. All deliveries, services and offers of simplitec GmbH (hereinafter referred to as “simplitec”) are made exclusively on the basis of these General Terms and Conditions and the applicable End-User License Agreement (EULA) of simplitec, provided software and/or audio/video content (A/V Content) are delivered. These conditions shall be considered accepted at the latest when a delivery or a partial delivery or service is accepted. They apply to all future transactions and legal acts of similar nature between simplitec and the customer.
2. General Terms and Conditions of the other contracting party shall be valid only if they have been confirmed in writing by simplitec.
§ 2 Offer and conclusion of contract
1. The offers made by simplitec are without obligation, subject to confirmation and subject to the receipt of supplies by simplitec from its own suppliers and manufacturers. The customer's placement of an order with simplitec is an obligatory offer to complete a sales transaction. Confirmation of receipt of the order together with acceptance of the order is sent directly after dispatch by automatic email. With this confirmation by email the purchase contract becomes legally effective.
2. In case of downloading software or A/V Content, a purchase agreement, based on these conditions and in compliance with the corresponding simplitec license agreements for the requested Software and/or A/V Content, will be concluded with the beginning of the electronic transfer to the requesting party.
3.The employees of simplitec are not authorized to enter into verbal subsidiary agreements or give verbal assurances which go beyond the content of the written contract.
§ 3 30-day money back guarantee
We are confident in the quality of our software. Use our software for 30 days after download. This guarantee consequently also applies to products that are excluded from the legal right of revocation. If you are not fully satisfied with our products you may request a full refund within 30 days of delivery. Before cancelling an order, please contact our expert simplitec service at firstname.lastname@example.org. We are happy to help and can probably solve your problem.
§ 4 Right of return
We will send you the serial number required for activating downloaded software with the confirmation email to allow you to immediately use the software. For this reason there is no right to return for downloads according to § 312d, section 4, Nr. 2 BGB.
End of cancellation instructions
§ 5 Prices and terms of payment; invoicing
1. The prices named are the final prices and include the legally imposed value added tax. The costs of shipping and handling are included in the final order price. The prices listed at the time of the order are valid.
2. The delivery of invoices for the purposes of sales tax law are made electronically by email with a PDF attachment to the email address provided by the customer. The invoice is deemed received on the date of dispatch of the invoice email. The customer foregoes the delivery of a written receipt in paper form.
§ 6 Online vouchers
1. Online vouchers can be sent per email to simplitec customers as part of special offers or sales events. These can be redeemed only in the simplitec Online Shop at www.simplitec.com by the customer identified by the customer number. Vouchers which are received as a result of product purchase cannot be redeemed in the course of the same process. The vouchers gain validity only after the conclusion of the purchasing process.
2. To redeem online vouchers in the course of an order process, the activation code of the voucher has to be entered into the corresponding field and confirmed by clicking on the "Redeem" button. A retroactive reduction of already billed orders is not possible. Multiple vouchers maybe be received and redeemed. Within one order, only one coupon may be redeemed. Using multiple vouchers for one order is not possible. Online vouchers may be redeemed only on the corresponding simplitec country website that issued the online voucher.
3. After receiving an online voucher in the course of product purchase, the voucher is mailed to the address indicated during the order process on the date of the order placement. Provided not otherwise stated, the duration of validity of a voucher shall amount to 12 months from the time of issue. simplitec shall only deduct the voucher amount provided that this is indicated in the online voucher. Redemption after the expiry date stated on the online coupon is not possible. Redemption for products and services other than those listed on the online voucher is also forbidden. Online vouchers can be used for all products offered by simplitec. Unless it is explicitly stated that the use of vouchers is allowed, all offers from other manufacturers (hardware or software) as well as offers lowered in price and encoders are excepted.
4. Vouchers cannot be paid out in cash. Resale is also prohibited. If the voucher value is higher than the total amount of your order, the remaining credit is forfeited with the completion of your order.
§ 7 Retention of title
simplitec shall retain the title to the contractual objects until payment in full.
§ 8 Deliveries and performance period
1. simplitec shall not assume any procurement risk. If deliveries are subject to delivery by our subcontractors, simplitec will notify the customer promptly if a subcontractor delivery is in delay. The responsibility for intention and negligence shall remain unaffected. simplitec shall inform the customer immediately about untimely availability of the goods and, in case of withdrawal, right of withdrawal shall be exercised immediately. simplitec shall reimburse payments made by the customer in case of cancellation.
2. Partial deliveries shall be permitted insofar as they are reasonable to the customer.
§ 9 Warranty
1. Unless there is no other arrangement, regulations stipulated by law shall be effective in the case of a defect.
2. If a notice of defects is not sent to simplitec within two months after the receipt of goods, the goods will be considered properly and completely delivered unless there is a hidden defect. The defects should be described in as fine detail as is possible. This provision does not set a cut-off period for customer warranty.
3. Reprimand of apparent defects will be accepted only if the customer notifies mufin within 14 days after receiving the goods.
§ 10 Liability
1. simplitec shall be liable for the damage caused by it or by ordinary persons employed by it in performing an obligation in cases of ordinary negligence – also in case of non-contractual liability – only if an obligation whose observance is particularly important for achieving the purpose of the contract (cardinal obligation) is not fulfilled as well as in cases of fatal injury, physical injury and health hazards.
2. For non-observance of a cardinal obligation, the liability is limited to the damage which must be typically expected within the scope of this agreement if there is no intention or gross negligence or if Mufin must incur liability because of fatal injury, physical injury or health hazards.
3. Statutory liability in case of personal damages and damages pursuant to the Product Liability Act remains unaffected.
4. simplitec shall not be liable for damage which can be controlled by the other contracting party or which the other contracting party could have prevented by taking measures which can be reasonably expected of it. simplitec is liable for data loss only to the extent of costs incurred during restoration if backups are available.
5. A change in the burden of proof to the disadvantage of the customer is not related to the foregoing provision.
§ 11 Copyrights / Rights of use
1. If software, software descriptions, music, or films in audio or computer format or other copyrighted items are a part of the scope of delivery and the item is supposed to be handed over to a contracting party for use, the contracting party shall be granted a single, non-exclusive right of use in accordance with the applicable simplitec End-User License Agreements (simplitec EULA, e-EULA, lease-EULA) for the respective item. The EULAs can either be retrieved from the simplitec Internet page (www.simplitec.com) or are included with the product or are available on the data carrier.
2. The customer undertakes to observe the EULA, in particular the use-related restrictions in the EULA, while using the products. If this agreement is violated, the customer shall be liable for the complete amount of damage occurring as a result of this violation. For instance, the EULA lays down the following: the right to reproduce, multiple usage, program modifications, copyrights, and industrial property rights.
3. simplitec vouches that, in the territory covered by the contract, the contractual products of simplitec are free from industrial property rights of third parties which could exclude or restrict the use by the other contracting party. This shall not apply if the other contracting party uses a product which has not been released by simplitec or uses the product after it has been modified by a party other than simplitec, or if it uses the product under conditions which differ from the contractually agreed conditions of use.
4. If software products of manufacturers other than simplitec are surrendered, the licence provisions of the manufacturer with regard to the scope of use of the software allowed by copyright, in particular with regard to the restrictions on the use of the software, must be observed in addition to these General Terms and Conditions.
§ 12 Offset
The other contracting party shall be entitled to offset counterclaims or exercise a right of retention only if the counterclaims are non-appealable or undisputed.
§ 13 Enclosures
simplitec shall be entitled to enclose advertising mail and other printed material such as comparison tests and newspaper reports, irrespective of whether they belong to simplitec or to third parties, with the products.
§ 14 Data protection, anonymised transmission of usage data
Personal data is collected, processed and used by simplitec without further explicit customer agreement during the contractual period only for the purpose of contract fulfillment, including invoicing. Data collection, utilisation and processing are performed electronically.
2. The customer can submit anonymised usage data to simplitec for individual simplitec products. The usage data is used for statistical purposes and the further development of the products. The data is anonymous and no personal data is transmitted to simplitec.
The customer may object to the transmission of usage data.
§ 15 Final Clauses
1. The General Terms and Conditions and all legal relationships between simplitec and the other contracting party shall be governed by the law of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods. If the other contracting party is a merchant within the meaning of the German Commercial Code, legal entity under public law, special asset under public law, or does not have its headquarters in the Federal Republic of Germany, Berlin shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. simplitec is also entitled to take action against a customer at his/her respective court of jurisdiction.
2. If simplitec software is sold or transferred in any other way, the regulations of the corresponding simplitec End User License Conditions (EULA), which are an integral part of these General Terms and Conditions, shall apply additionally. If there are any doubts and/or conflicting regulations, the clauses in these General Terms and Conditions shall have priority over the regulations in the EULA.
3. Versions of these General Terms and Conditions in languages other than German must only be regarded as translations. If there are interpretation problems and language-related discrepancies between the foreign language version and the German version, the German version of these General Terms and Conditions shall be authoritative.
II. Special provisions for software subscriptions
§ 1 Definition, validity
1. These special provisions apply solely to software subscriptions. They complement the preceding Part I of the Terms and Conditions and have priority in the event of contradictions.
2. The contents of the software subscription is determined by the particular offer selected by the customer. The customer receives the latest releases and updates for the selected product during the contractual period of the software subscription. The use of the software subscription requires and Internet connection.
§ 2 Contractual period, cancellation
1. The contractual period of the software subscription is divided into minimum period and renewal period. Both depend on the respective offer selected by the customer.
2. After expiry of the minimum period or renewal period, the contractual period is automatically extended to the specified renewal period of the selected offer unless the agreement is terminated by either party at least 4 weeks prior to the expiry of the contractual period.
3. Termination without notice remains unaffected. simplitec is especially entitled to termination without notice if the customer delays paying arrears amounting to at least two monthly contributions.
4. Any termination must be made in writing (by letter) and must be sent to the following address:
5. In case of cancellation without notice, simplitec is entitled to a compensation fee amounting to 75% of the sum of all monthly contributions that would have been paid had the contractual obligations been fulfilled by the customer until to the next possible date of termination. The right of the customer to provide evidence of minor damages remains unaffected.
6. The granting of the rights of use of the most recent version supplied by simplitec remains unaffected by a termination of the subscription.
§ 3 Remunerations, maturity
1. The amount of remuneration is determined by the respective offer selected.
2. The claim for remuneration is due at the beginning of the contractual period. The payment is calculated for the respective contractual period (minimum period or renewal period) and is payable in advance.
3. The customer agrees, if necessary, to accept invoices electronically. Payment is made by credit card. Alternatively, payment by direct debit is also possible provided that the customer is resides in the Federal Republic of Germany.
4. simplitec is entitled to change prices by written notice within a period of 2 months to the the end of the minimum period or renewal period. The change in price applies to the beginning of the notified renewal period, when the customer does not object to the modified price within six weeks. Should the customer object within this time period, the contractual relationship will continue under the existing conditions; however, in this case, simplitec is entitled to cancel the contract with a period of a month's notice until the end of the month.
§ 4 Changes to the Terms and Conditions
1. simplitec reserves the right to make changes to the Terms and Conditions at any time. In this event, simplitec will notify the customer of the changes by email.
2. The customer declares to agree with the implementation of the amended Terms and Conditions if the customer does not object to the changes in writing within a period of two weeks, beginning on the date following the notification of the changes. Should the customer object within this time period, the contractual relationship will continue under the existing conditions; however, in this case, simplitec is entitled to cancel the contract with a period of a month's notice until the end of the month.