Terms and Conditions

of componio GmbH for Online Acquisition of Software

I. Subject of the Agreement; Area of Validity

1. componio GmbH (for supplier data please refer to the imprint) is the supplier of the Internet portal www.componio.net (portal) and offers a download service for various computer programs (software).
2. These Terms and Conditions are applicable to all customers on initial access to the contents and products made available at the portal. These Terms and Conditions, as set out in the current valid version, are supplemented by the price list, the data protection and consumer information. The customer must also observe the license agreement of the supplier’s respective software products when using the software.
3. Any statements to the contrary on the part of the customers with reference to their own Terms and Conditions are herewith contradicted.
4. The customers are authorized to acquire and use the Internet services made available under www.componio.net in accordance with the following provisions.


II. Creation of Contracts on the Acquisition of Software

1. The statements to be made by the supplier in the portal remain subject to confirmation.
2. The customer can choose by mouse click from software products offered by the supplier and put them into the basket. As long as the goods are in the basket, the customer can increase, change or delete the selection he made at any time. The customer delivers a binding purchase offer only after sending off the entirely completed order form. Subsequently, consumer information along with the instruction about the customer’s right to revocation will be shown on the screen in accordance with Article 3 of these Terms and Conditions.
3. The customer can save the binding order as a document by clicking on the "Save" button. By clicking on the “Print” button the customer can print the binding order.
4. After the customer has left the order platform he can no longer retrieve the order on the Internet. The supplier saves and uses the statements delivered in this form to perform the sale contract as desired. In particular, he passes on the data to the credit card institution stated as well as to the company trusted with encashment, as far as this is required to settle the payment.
5. The supplier will immediately confirm the order after approval has been received. The confirmation is delivered to the e-mail address provided by the customer on the order form. As soon as the confirmation is retrievable under the e-mail address stated the contract is concluded.


III. Right to Revocation; Consumer Information; Information on E-Commerce

1. Customers who are not acquiring the software for business purposes and freelance business are entitled to revoke in accordance with this cancellation and return policy.
2. The two-week cancellation and return period begins on receipt of the key required for installing the software, provided that the customer has been informed about his rights by means of the consumer information.
3. The right to revocation expires for software made available for downloading on the date this software is activated online (Article 4.3).
4. The right to revocation expires, however, in any case six months at the latest as from receipt of the key required for installing the software; this is also applicable if the period of cancellation does not begin due to the fact that the information was inadequate or delayed. This is not applicable if the customer has not been duly informed on his right to revocation.
5. The customer can download these Terms and Conditions in printable form as a file at any time from the download area of the portal.
6. Ample information on all potential ways of using the portal and the software is available to the customer. Additionally, the customer is advised about the consumer information/information on e-commerce retrievable on the portal.


IV. Subject and Form of Delivery

1. The customer receives the software subject to the contract in executable form (object code) along with the corresponding documentation released by the supplier.
2. The software provides the functionality specified in the documentation. This document on the functionality can already be read, printed and downloaded by the customer prior to the conclusion of the contract from the portal in the context of the product specification.
3. Delivery is made by transfer of an installation key to the delivery e-mail address stated in the order form. After the download has been accomplished the software must be activated online, which is only possible if a link to the Internet is available.
4. Documentation of the software is exclusively delivered electronically.
5. Installation of the software is not subject to this agreement.


V. Rights of Use

1. Unless agreed or otherwise stated in the respective licence regulations of the software, on payment of the agreed one-off payment the supplier grants the customer a non-exclusive right to use the software permanently which is unlimited in terms of space.
2. The customer is entitled to use one “copy” of the software at one (1) computer/work place maximally at any one time.
3. If the customer intends to use the software on more than one computer, he must expand the right of use correspondingly. To expand the rights of use without further delivery of the software, the supplier’s separate price list for expanded use is applicable. If the rights to use are expanded later without new delivery, a new warranty will also not be granted.
4. Any use beyond the contractually agreed level, in particular the use of the software on more than one computer per acquired copy of software, is a breach of contract. In this case the customer must immediately inform the supplier about the excess of use. The parties will then attempt to reach an agreement on the expansion of the rights of use. The customer is obliged to pay compensation in accordance with the supplier’s price list for the excess of use for the period of the excess of use, that is, until such an agreement has been concluded or the excess of use has been stopped. The calculation of the compensation is subject to a four-year straight-line depreciation. If the customer refrains from informing about the excess of use, a penalty for breach of contract amounting to a threefold of the price of the use made to date will be due in accordance with the supplier’s price list.
5. The customer is entitled to make a safety copy of the software and to conduct everyday backups; further copies are not to be made.
6. To guarantee and protect the contractual use of the software an online activation per computer/work place must be conducted and, thus, a link to the Internet is a compulsory pre-condition.
7. The customer must not decompile, change or otherwise process the software, unless specifically stated to the contrary by German law.
8. Notes on copyright and other property rights within the software are neither to be deleted nor changed. They must be transferred to every copy of the software.
9. Resale of the software is only permitted for the complete copy of the software; consequently, the customer is only entitled to transfer the right of use in accordance with the existing user agreements between the supplier and the customer for the purpose of passing on the software to a third party by exclusively surrendering his own use of the paid copy. If the software is passed on to a third party, the customer is also obliged to hand over all materials belonging to the contractual software and to delete the software on all data carriers remaining with him.
10. If the software is passed on to a third party which is a service company (outsourcing) conducting data processing for the customer, this service company must exclusively use the software for the customer’s purposes. The transfer of the rights of use to this third party does not constitute a contractual relationship between the supplier and the third party. A transfer of such kind is subject to the supplier’s explicit approval in writing which the supplier will only refuse for important reasons.


VI. Prices; Terms of Payment and Billing

1. The individual prices stated are subject to the statutory value added tax.
2. The supplier is entitled to pass on the received data to a third party as far as this is required to settle payment.
3. The supplier maintains the rights to the subject matter of this agreement until payment is fully made. The supplier is in particular entitled to forbid the use of the software and to demand surrender of all copies or the deletion of these if surrender is not possible, if he withdraws from the contract as a consequence of the customer’s default on payments, for instance. Should a third party gain access to the reserved property prior to full payment of the contractual software, the customer is obliged to inform this third party about the supplier's reservation and immediately inform the supplier in writing of the third party’s access.


VII. Material Defects and Deficiencies in Title

1. On downloading the customer obtains the software free of any material defects or deficiencies in title.
2. A material defect is relevant if the software is not suitable for the use as specified in the documentation. The documentation of the software products can be retrieved from the portal at any time.
3. A deficiency in title is relevant if the rights required for the contractual use cannot be effectively established after delivery of the software.
4. Claims on account of material defects and deficiencies in title of the software regularly lapse after a two-year period. If the supplier fraudulently concealed the material defect, the limitation period of the claims on account of this defect is three years. After termination of the limitation period the customer is only allowed to refuse payment pursuant to Article 6 of the Terms and Conditions as set out here on provision that he is entitled to do so on account of withdrawal or impairment. In this case delivery costs will not be refunded.
5. The period of limitation begins when the customer receives the key required for the installation of the software.
6. The customer is obliged to immediately inform the supplier in writing of any defects after having detected them. In this process the customer should also, if possible, deliver details about the defect – the way and the circumstances it shows and takes effect.
7. If the supplier is informed about any defects before termination of the limitation period, he will supply a remedy free of charge.
8. On the basis of the remedy the customer will again be supplied with the revised software in the agreed manner. Analysis and removal of the error on the customer's system in situ will not take place. The customer remains responsible for installation; in particular, installation of the software in situ is not included. If a change of the program is conducted on the basis of the remedy provided by the supplier, the supplier executes the required adjustments of the documentation free of charge.
9. Should the time limit set by the customer for the remedy expire without success, the customer is allowed to withdraw from the contract or to reduce the purchase price and claim damages instead of service, or refund of futile expenditure.
10. Setting a time limit is not required, if a)the supplier refuses both kinds of remedy, even if he is entitled to this behaviour on account of the resulting expenses, or b)a remedy is not possible, or c)a remedy is unreasonable for the customer, or d)a remedy has failed. A remedy is deemed to have failed after the second attempt was to no avail, unless anything else takes effect resulting from the type of the software or the defect or any other circumstances.
11. The customer is not entitled to withdraw, if the defect is minor. In this case the customer is not allowed to claim damages instead of obtaining complete service.
12. In case of withdrawal any use must be substituted. The substitute of use is calculated on the basis of a four-year straight-line depreciation of the purchase price.
13. On account of the impairment the purchase price is reduced to the amount which, as a result of the defect, corresponds to the reduced value of the software in relation to the purchase price. The value at the time of conclusion of the contract is binding in this process. The appropriate amount must be estimated, as far as required. In case of impairment the amount already paid exceeding the reduced price must be refunded.
14. If it turns out that a reported problem is not due to a defect of the software, the supplier is entitled to charge the expenditure incurred for the analysis and removal of the problem in accordance with the supplier’s price lists for services, in the event the customer can be accused of intent or gross negligence.
15. Warranty obligation will not be applicable, if changes were made in the software without obtaining specific permission in writing, or if the software is not used in the designated way or software environment, unless the customer proves that these facts are not related to the error occurred.


VIII. Liability, Limitation and Exclusion of Liability of the Supplier

1. The supplier is liable without limitation for any intended and gross negligence. In case of severe breaches of this agreement resulting from slight negligence induced by the supplier or their legal representatives or their assistants on the basis of this agreement, the supplier’s liability to the customer is limited to foreseeable, contract-typical immediate average damages. The liability is in this case limited to a maximum total of 5,000.00 euros (in words: five thousand euros) for each case.
2. Any further liability for damages is excluded.
3. If both the supplier and the customer bear responsibility for the damage, the customer must accept part of the blame. Paragraph 8.1 and 8.2 remain unaffected by this.
4. The foregoing limitations of liability and exclusion do not affect any claims on the part of the customer relating to product liability. In addition, the limitations of liability are not valid for any damage to body or health of the customer which is not within the supplier's area of responsibility.


IX. Data Protection

1. The supplier has taken extensive technical and organizational steps to ensure that data are treated confidentially and only for their particular purpose. Misuse resulting from illegal acts induced by third parties cannot, however, be entirely excluded.
2. The supplier undertakes to use the data saved during the ordering process for contractual purposes only and to refrain from passing them on to external third parties, unless there is an obligation in this respect as decreed by the authorities or the customer clearly gave his consent to do so. This provision concerning the treatment of data is more succinctly formulated and supplemented by the information provided on data protection.
3. The supplier undertakes to ensure that all employees entrusted with fulfilling the agreement will strictly comply with the data protection regulations.


X. Copyright and Industrial Property Rights

1. All art designs and texts on the portal are subject to copyright and must neither be partially nor fully published, made available to other people or otherwise be used or published.
2. The customer undertakes to neither remove nor make illegible the copyright information or any other information about such rights.


XI. Miscellaneous

1. This agreement is exclusively governed by the laws of the Federal Republic of Germany excluding the United Nations convention on the international sale of goods (CISG). The only place of jurisdiction is Darmstadt in the Federal Republic of Germany, provided that the customer is a businessman. The supplier is additionally entitled to take action at the place of the customer's place of general jurisdiction.
2. The German version of these Terms and Conditions and its components as set out here take precedence over translations into other languages in case of doubt.
3. The supplementary components of the terms and conditions as set out here can be entirely retrieved in the download area of the portal under the following URL: www.componio.net/xx/yyy/html
4. Changes and supplements must be made in writing. This also applies to the written form clause.
5. The ineffectiveness of one or several provisions made in this agreement does not affect the effectiveness of the remainder of this agreement. An ineffective provision will be replaced by an effective one, which is adjusted such as to be as close as possible to the economic purpose of the original ineffective clause.
6. The supplementary components of the Terms and Conditions as set out here can be entirely retrieved from the portal.
7. The Terms and Conditions as set out here supersede and replace all previous Terms and Conditions.


componio GmbH
November 2005