General Terms and Conditions of Business
(1) The following terms and conditions apply to all contracts with Papoo Software & Media GmbH, Auguststr. 4, 53229 Bonn (hereinafter referred to as "Papoo Software"). They apply, as far as the customer is a merchant in the sense of the German Commercial Code (HGB), i.e. runs a commercial enterprise, also for all future business relations, even if they are not expressly agreed upon again. The type and scope of the services owed in each case shall be agreed by the respective offers or individual agreements.
(2) Deviations from these terms and conditions are only effective if Papoo Software confirms them in writing. Employees of Papoo Software are not authorized to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the respective contract including these terms and conditions.
(3) A consumer in the sense of these General Terms and Conditions is a natural person who concludes a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his independent professional activity. An entrepreneur within the meaning of these General Terms and Conditions is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his independent professional or commercial activity.
(4) For a better overview, the General Terms and Conditions are divided into three parts: Part I. deals with the use of software purchased via the website ccm19.de, Part II. contains the license terms (EndUser License Agreement) for the use of the software and Part III. represents generally applicable explanations and conditions for the use and maintenance of the software.
Note: The following terms and conditions also contain legal information regarding your rights under the regulations governing distance and electronic commerce contracts.
§ 1 General
(1) The following terms and conditions apply to the purchase and rental of software of whatever type and content from Papoo Software, primarily, but not exclusively, via the website ccm19.de.
(2) Papoo Software grants the customer access to the ordered software via download, agency version or cloud version. The details of the performance of the respective package and the duration of the access grant is bindingly presented in the item description.
(3) Changes to these terms and conditions that do not essentially modify the contract will be communicated to the customer in writing or by e-mail. If the customer does not object to these changes within four weeks after receipt of the notification, the changes shall be deemed accepted by the customer. The customer shall be informed separately of the right to object and the legal consequences of silence in the event of an amendment to the terms and conditions. Material changes to the contract can only be agreed by concluding a new contract between the parties.
§ 2 Contractual Partner
A contract is concluded with Papoo Software & Media GmbH, Auguststr. 4, 53229 Bonn, represented by the managing director Dr. Carsten Euwens.
§ 3 Order process
You place an order in the following steps:
Place the article in the shopping cart for booking
click on "pay now
log in as an already registered customer with username and password or register as a new customer by entering your delivery and billing address
select the payment method
take note of our terms and conditions and the cancellation policy and confirm this
additionally confirm that you explicitly instruct us to start the execution of the contract before the expiration of the revocation period
confirm the correctness of your information by clicking the button "Order with obligation to pay" at the end.
§ 4 Offer and conclusion of contract
(1) Your order constitutes a binding offer to us to conclude a contract with the selected content and the specified term. With the order you declare bindingly that you wish to purchase the ordered item.
(2) You will receive a copy of the order data with the order receipt confirmation e-mail, which you can save. This confirmation of receipt expressly does not constitute an acceptance of your offer.
(3) A binding contract for Papoo Software is only concluded when we accept your binding order by providing the purchased item or by confirming the acceptance in text form by means of a separate notification. A notification on your order will be made at the latest within five working days after receipt of the order.
(4) In deviation from the above, in the case of an order with the advance payment method, a contract is already concluded with the sending of the request for payment. The request for payment will be sent at the latest within five working days after receipt of your order.
(5) The contract is concluded exclusively in German.
§ 5 Correction of input errors/storage of the contract text
(1) You can correct the contract declaration made by you within the framework of the order at any time before sending it by clicking on the respective button. After sending the order, however, a correction is no longer possible.
(2) Your order data will be stored by us until the complete processing of the contract. If you lose your order records, please contact us by e-mail. We will gladly send you a copy of your order data as long as your contract has not yet been fully processed. After the contract has been fully processed, we will delete the order data subject to the statutory retention periods and can no longer make them available.
§ 6 Right of revocation
(1) The statutory right of withdrawal for consumers when purchasing or renting digital content expires when we have begun executing the contract after you have expressly agreed that we may begin executing the contract before the end of the withdrawal period and have confirmed your knowledge that you lose your right of withdrawal by agreeing to begin executing the contract.
(2) In the case of services, the right of withdrawal for consumers shall expire if we have provided the service in full and you have given your prior consent to the commencement of the performance of the service before the expiry of the withdrawal period.
§ 7 Rights of use
(1) When using software, the customer is granted a non-exclusive, non-transferable right to access the software provided by Papoo Software for the duration of the respective contract and limited in time to the term of the contract.
(2) The right of use is limited to the respective agreed term and expires after termination of the term or termination of the contract for whatever reason without further legal action. The right of use is not transferable, not even within the group, unless the customer has acquired an agency license or another individual licensing has been agreed.
§ 8 Prohibition of transfer
The customer may not make the right of use or the software as such accessible to third parties, transfer it, sell it, rent it, lease it or lend it.
§ 9 Term / duration of the contract / sliding tariffs
(1) Papoo Software offers the customer different terms of the usage contracts. Regardless of the selected term, the respective contract is extended after the expiration of the first term in each case for an indefinite period, unless it is terminated by one of the parties with one month's notice to the end of the original contract term. Termination after extension of the contract is then always permissible with a notice period of one month for both parties.
(2) The right to terminate without notice shall remain unaffected.
(3) If the customer achieves more than the number of calls of the software on his Internet presence selected in the respective tariff, the customer can agree to an upgrade to the next higher tariff, so that a changeover is completed without any further order (sliding tariff).
§ 10 Prices and agency version
(1) The prices stated on the product pages are gross prices including the statutory value added tax and including all other price components.
(2) The software shall be made available exclusively via download. The shipment of a data carrier is excluded.
(3) If the Customer is an entrepreneur within the meaning of the preamble, the following download procedure shall apply: After receipt of payment, the Customer shall be provided with the activation code for downloading the purchased content. With regard to the type of delivery, paragraph 2 shall apply accordingly. The Customer may either pass on the activation code to the end user, in which case the end user must register and agree to the license terms of the software when entering the activation code prior to the start of the download process. Alternatively, the customer can also download the software for the end user, but this requires that the customer enters the name and address of the end user in the registration process, agrees to the license terms and at the same time informs Papoo Software that he will download the software for the end user. In both cases, a contract is concluded exclusively between Papoo Software and the customer. In particular, the end user does not become a contractual partner through the download of the content, but merely the authorized user.
§ 11 Payment
(2) After successful payment, we will provide you with the license key and program download for the purchased item within a few minutes.
§ 12 Warranty
(1) The legal warranty rights apply to all download contents provided.
(2) The customer may not enforce a reduction by deduction from the agreed user fee. Corresponding claims for enrichment or damages shall remain unaffected. The customer's right to terminate the contract due to non-granting of use in accordance with Section 543 (2) Sentence 1 No. 1 of the German Civil Code (BGB) shall be excluded, unless the repair or replacement delivery is deemed to have failed.
(3) If the Customer is an entrepreneur within the meaning of the preamble, the following shall also apply:
a) In the event of a defect in the delivered content, we shall have the choice of whether to remedy the defect by providing new software, a new program version or by bug-fixing. If we offer the customer a new program version in which the identified defect does not occur, the defect shall also be deemed to have been eliminated if the new program version has minor deviations in functionality or interface from the original version and the deviations are reasonable for the customer.
b) Obvious defects must be reported to us in writing within a period of five working days from receipt of the activation code, otherwise the assertion of a warranty claim in respect of such defects is excluded. Timely dispatch shall be sufficient to meet the deadline. The customer, who is an entrepreneur, shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
c) The limitation period for warranty claims is one year from the date of activation. This shall not affect any claims for damages arising from injury to life, limb or health that are based on an intentional or negligent breach of duty by us or our legal representatives or vicarious agents, or claims for other damages based on an intentional or grossly negligent breach of duty by us, our legal representatives or vicarious agents.
§ 13 Liability
(1) The strict liability of Papoo Software for defects already existing at the time of conclusion of the contract according to § 536 a paragraph 1 of the German Civil Code is expressly excluded. In all other respects the following limitation of liability applies in principle and also to all additional or subsequent contracts such as AVV or others:
(2) Papoo Software is liable without limitation according to the statutory provisions for damages to life, body and health, which are based on negligent or intentional breach of duty on the part of Papoo Software, its legal representatives or agents, as well as for damages covered by liability under the Product Liability Act. For damages which are not covered by sentence 1 and which are based on intentional or grossly negligent breaches of contract as well as fraudulent intent, Papoo Software is liable according to the statutory provisions. Papoo Software is only liable for damages that are based on the lack of a guaranteed quality, but do not occur directly on the software, if the risk of such damage is obviously covered by the guarantee of quality.
(3) Papoo Software is also liable for damages caused by simple negligence, insofar as the damages arising from this are based on the violation of rights that are to be granted to the customer according to the content and purpose of the contract in particular and/or on the violation of obligations, the fulfillment of which make the proper execution of the contract possible in the first place and on the compliance with which the contractual partner regularly relies and may rely (cardinal obligations). In this case, damages shall be limited to the greater of the following amounts: o the remuneration for the software that caused the damage or is directly related to it. The decisive factor shall be the fee valid at the time the claim arose. o In the case of maintenance contracts, the amount of damages shall be limited to the average annual/monthly fee.
(4) Any further liability is excluded regardless of the legal nature of the asserted claim. Compensation for consequential damages, financial losses, lost profits, savings not achieved, loss of interest and damages from third party claims, also from the title of product liability against the client, is excluded in any case. Irrespective of the reason for liability, liability for data or software destruction is only assumed if the customer has fulfilled his obligations for the proper operation of a data center (e.g. documented data backup and outsourcing in at least three generations). This also applies if Papoo Software was previously advised of the possibility of such damage. Papoo Software is not liable to the customer for damages that are in connection with or as a result of results from the use of the software. The customer and his employees remain responsible for checking the results obtained with the software. The liability of Papoo Software is limited to the correction of errors and defects of the purchased software in accordance with the provisions of the contract item. The customer alone is responsible for checking the input of the data for the software and the resulting output data and indemnifies Papoo Software in the event of claims for damages based on the use of the programs or the data obtained with them. Papoo Software is also not liable for any damage or loss of data resulting from failures or errors of the web server (including PHP and MySQL) on which the Software is running or from errors in the browser software used as well as its guest system.
§ 14 Cloud Version and Service Level Agreement
(1) Papoo Software will make the Software provided to the Customer available, inter alia, by way of provision via a data center rented by Papoo Software (Cloud Version). The customer can operate the software via a common web browser. The connection is made via the Internet. The data center is connected to the Internet via multiple connections through independent connections and has emergency power supply as well as other usual features such as access controls and water-free extinguishing devices. The server clusters are equipped with redundant hard disks on which the data is mirrored. Thus, data loss due to hard disk failure is avoided and operation can be maintained in case of hard disk failure.
(2) The services of Papoo Software within the scope of this contract are limited to the data communication between the transfer point of the own data communication network operated by Papoo Software and the server provided for the customer. Papoo Software is not able to influence the data traffic outside of its own communication network. A successful forwarding of information from or to the computer requesting the content is therefore not owed in this respect.
(3) Papoo Software provides the aforementioned services with an overall availability of 99.5% as an annual average. The availability is calculated on the basis of the time allotted to the respective calendar month in the contract period minus the maintenance times. Papoo Software is entitled to carry out maintenance work on Tuesdays and Thursdays in the time from 06.00-10.00 for a maximum of 10 hours in total per calendar month. During maintenance work, the aforementioned services may not be available for a short period of time under certain circumstances. For unplanned maintenance work on the system going beyond this, maintenance windows within the support hours will be proposed to the customer if availability could be impaired during the upcoming maintenance measure. The customer will be informed as early as possible about such unscheduled maintenance. Papoo Software reserves the right to carry out such a maintenance measure without consulting the customer if the urgency of the maintenance measure requires this, for example because a critical security gap in a software package must be closed by installing an update and otherwise the security and integrity of the system would be endangered.
§ 15 Retention of title:
The software always remains the property of Papoo Software. The customer acquires only a temporary right of use, regardless of the term.
§ 16 References
For advertising purposes, Papoo Software may name the customer as a reference customer, even when using a white label. This also applies if the customer uses CCM19 for own customers, these sites may also be named as CCM19 reference customers, also when using NoLabel. Papoo Software has the right to name the customer on its websites, in social media channels, in press releases, in print projects, in the context of lectures or in other media, unless the customer expressly prohibits this in writing, and to use the customer's logo
§ 17 Final Provisions
(1) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the U.N. Convention on Contracts for the International Sale of Goods, insofar as the protection granted by mandatory provisions of the law of the country in which the customer, who is a consumer, has his habitual residence is not withdrawn.
(2) In the case of contracts with merchants, i.e. customers who operate a commercial business or are classified as merchants in the HGB for other legal reasons, as well as with legal entities under public law, Bonn shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
(3) Online dispute resolution pursuant to Article 14 (1) ODR Regulation: The European Commission provides a platform for online dispute resolution (OS), which can be found at http://ec.europa.eu/consumers/odr/.
EndUser License Agreement (EULA)
Papoo Software is the owner of the license rights and marketing rights of the software ,,CCM19" and any individual modules and the documentation thereto. The customer is the user of the software and therefore the owner of the associated rights of use, which are listed below.
§ 1 Subject matter of the contract
The subject of this contract is the temporary transfer of the software provided by Papoo Software in the respective ordered version and the granting of a right to use this software under the terms of this contract.
Papoo Software provides the programs in machine-readable form with the user documentation. The documentation is delivered as a machine-readable document. The use of the software is only possible after acceptance of the terms of this user agreement. By using the software, the customer expressly declares that he has read and accepted this user agreement.
§ 2 Rights of use
Papoo Software grants the customer the temporally limited, non-transferable, personal and non-exclusive right to use the software provided by Papoo Software and the user documentation belonging to this software in accordance with the terms of this agreement. The customer is not entitled to allow third parties to use the software. The customer is responsible for the use of the software and for the results achieved with it. Furthermore, the customer is responsible for the selection and use of other software, hardware and services in connection with the contractual software, i.e. the customer must ensure the necessary compatibility himself.
If the customer acquires an agency license, this license entitles him, in deviation from the above, to also use the software at his customers. The use may only take place with as many users as the number of licenses provides for. The customer is not entitled to transfer the agency license as such, but only to install and operate individual licenses on the systems of his customers. The customer is also obliged to hand over these GTC to the customers for their knowledge and the customer's customer is obliged to use the licenses only in accordance with these GTC and the other conditions of Papoo Software.
§ 3 Scope of the right of use
The use is understood to be the loading and execution of the program from servers in the system environment currently supported by Papoo Software as well as the use for solving tasks. The customer may only modify the software for his own use, edit it but not duplicate it (with the exception of making a backup copy) and not make the source code available to third parties. He may not use the program in order to create identical or essentially similar software. The foregoing shall apply in the case of the acquisition of an agency license with the proviso that the customer shall impose the restriction of use on its customers.
§ 4 Rights to the Software
The customer acknowledges that he is not entitled to any rights to the software other than those agreed in this contract and that all other rights, in particular all rights of exploitation and disposal over the software, belong exclusively to Papoo Software.
§ 5 Warranty
(1) If the customer is a consumer, the statutory provisions on liability for defects apply.
(2) If the customer is an entrepreneur, the following applies: Papoo Software draws attention to the fact that it is not possible according to the state of the art to create software in such a way that error-free operation in all applications and combinations can be guaranteed. However, Papoo Software guarantees to constantly work on improving the Software and is grateful for any error message. Papoo Software warrants that the Software can be used in accordance with the currently released documentation and in the current system environment and that it substantially fulfills the functions stated therein. A defect exists only if the subject matter of the contract does not comply with the generally announced documentation valid at the time of download of the subject matter of the contract, although the subject matter of the contract is used under the announced conditions of use.
If the customer is an entrepreneur, the warranty is limited to 12 months after delivery of the software, unless a separate contract for the further maintenance of the software has been concluded. Papoo Software will replace software, for which a defect in the sense of the above point is reported within 12 months after its installation, either with a defect-free copy or eliminate the defect, provided that:
the software has always been used properly and also in accordance with the instructions,
the software has not been edited, further developed or linked with other software, except via the freely given interfaces,
the claimed defect is reproducible at Papoo Software;
the system environment specified in the current documentation is sufficiently configured (e.g. operating system, PHP/MySQL versions).
Papoo Software does not guarantee that all program errors can be eliminated; further not for errors, malfunctions or damage resulting from improper operation. Papoo Software is not liable for errors or damages that are due to errors in the server operating system or in browsers used to operate the software.
It is expressly noted in this context that for errors that occur as a result of changes or adaptations of the program by the customer himself, in no case warranty or compensation is provided. If the customer suspects a defect, which is covered by the warranty, in the software, he must immediately inform Papoo Software and send it a detailed description of the error. Papoo Software will analyze the information sent by the Customer and make the necessary corrections to the Software or take such other measures as it deems appropriate to avoid and/or prevent such defects in the Software.
If Papoo Software determines that suspected errors in the Software are not defects covered by the warranty, that they are due to input errors or improper use of the Software, or that they have their cause in the hardware, Papoo Software may charge a reasonable fee for the personnel and computer time spent investigating the suspected errors and the related expenses. The customer has to reimburse these at the currently valid billing rates, unless individual billing rates have been agreed.
§ 6 Requirements for the use of the software
The customer guarantees the following technical requirements for the installation, trouble-free operation and use of the software.
§ 7 Liability
The strict liability of Papoo Software for defects already existing at the time of conclusion of the contract according to § 536 a paragraph 1 of the German Civil Code is expressly excluded. In all other respects the following limitation of liability applies:
(2) Papoo Software is liable without limitation according to the statutory provisions for damages to life, limb and health, which are based on negligent or intentional breach of duty on the part of Papoo Software, its legal representatives or agents, as well as for damages covered by liability under the Product Liability Act. For damages which are not covered by sentence 1 and which are based on intentional or grossly negligent breaches of contract as well as fraudulent intent, Papoo Software is liable according to the statutory provisions. Papoo Software is only liable for damages that are based on the lack of a guaranteed quality, but do not occur directly on the software, if the risk of such damage is obviously covered by the guarantee of quality.
(3) Papoo Software is also liable for damages caused by simple negligence, insofar as the damages arising from this are based on the violation of rights that are to be granted to the customer according to the content and purpose of the contract in particular and/or on the violation of obligations, the fulfillment of which make the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely (cardinal obligations). n this case, the compensation for damages is limited to the greater of the following amounts: o the payment for the Software that caused the damage or is directly related to it. The remuneration valid at the time the claim arose shall be decisive. In the case of maintenance contracts, the amount of damages shall be limited to the average annual/monthly fee.
(4) Any further liability is excluded regardless of the legal nature of the asserted claim. Compensation for consequential damages, financial losses, lost profits, savings not achieved, loss of interest and damages from third party claims, also from the title of product liability against the client, is excluded in any case.
Irrespective of the reason for liability, liability for data or software destruction is only assumed if the customer has fulfilled his obligations for the proper operation of a data center (e.g. documented data backup and outsourcing in at least three generations). This also applies if Papoo Software was previously advised of the possibility of such damage.
Papoo Software is not liable to the customer for damages which are in connection with or as a result of the results of the software. The customer and his employees remain responsible for checking the results obtained with the software. The liability of Papoo Software is limited to the correction of errors and defects of the purchased software in accordance with the provisions of the contract item.
The customer alone is responsible for checking the input of the data for the software and the resulting output data and indemnifies Papoo Software in the event of claims for damages based on the use of the programs or the data obtained with them. Papoo Software is also not liable for damages or loss of data resulting from failures or errors of the web server (including PHP and MySQL) on which the Software is running or from errors in the browser software used as well as its guest system.
§ 8 Data backup
It is the customer's responsibility to avoid data loss by making regular data backups.
§ 9 Duration of the agreement
The right of use is limited in time to the duration of the respective contract period and ends after the termination of the same without further legal action , Regardless of this, Papoo Software may terminate the contract on the use even during the term for good cause with immediate effect, without the customer is entitled to even partial repayment of the fee. An important reason is in particular:
(1) a serious breach of contract by the customer, which is not remedied despite a reasonable grace period,
(2) the opening of preliminary, composition or insolvency proceedings against the customer's assets or the dismissal of such proceedings for lack of assets covering costs. In case of termination of the contract the customer has to delete the software on the web server, to confirm this in writing on request of Papoo Software and to delete the software on data carriers including documentation including all also only partial duplications (copies) likewise.
§ 10 Documents
The customer may make copies, excerpts or even partial copies of documents, records, notes, drafts, descriptions, diagrams, programs, etc., which he has received from Papoo Software, in whatever form, only if and insofar as this is necessary for the performance of this contract. The customer has to store all items mentioned in this contract point carefully and to protect them against their content coming to the knowledge of unauthorized persons. He acknowledges Papoo Software's exclusive ownership of them and shall hand them over to Papoo Software upon termination of the contract and shall have no right of retention over them.
Generally valid explanations and conditions of the Software Usage Agreement and the Software Maintenance Agreement
§ 1 Remuneration and terms of payment
Invoices issued by Papoo Software are payable at the latest 30 days after the invoice date or on the due date without any deductions and free of charges. If a direct debit order is issued, the debit will be made at the beginning of each month or on the date of the first posting.
§ 2 Confidentiality, Security
(1) The Parties undertake to maintain secrecy for an unlimited period of time with regard to the business or trade secrets provided to them or to which they have access, which are subject to data protection, which constitute competition-relevant know-how or which are marked as confidential (hereinafter referred to as "Confidential Information").
(2) The Confidential Information may only be used within the scope of the purpose of the contract. Beyond that they may neither be recorded nor passed on or used for own purposes. Papoo Software will ensure by suitable contractual agreements with the employees and agents working for it that they also refrain from any own utilization, disclosure or unauthorized recording of confidential information for an unlimited period of time. In the absence of an express agreement to the contrary, the transmission of confidential information shall not constitute the granting of a license.
(3) The duty of confidentiality shall apply to any way of obtaining knowledge, whether orally, in paper form or in electronic form (by data transmission or on data carriers), by allowing inspections or in any other way by direct or indirect transmission.
(4) The Parties shall take all reasonable precautions to prevent access by third parties to confidential information of the other Party (e.g. access control).
(5) The parties shall be entitled to create hand files in physical or electronic form in connection with individual business transactions during the ongoing business relationship.
§ 3 Other Provisions
(1) This Agreement shall govern all rights and obligations of the Parties in connection with the agreed services.
(2) If any provision of this Agreement proves to be invalid or void, this shall not affect the validity of the remaining provisions of the Agreement. In this case, the parties shall agree on effective substitute provisions which come as close as possible to the invalid provisions in their regulatory intentions and in their economic effects. The above shall apply mutatis mutandis to unintentional loopholes.
(3) Amendments and supplements to this contract shall be documented in writing.
(4) This contract shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods of 11.4.1980 (UNCITRAL Sales Convention) and the international conflict of laws rules applicable at the Customer's place of business and the Federal Republic of Germany (for the FRG - Introductory Act to the German Civil Code).
(5) Subject to a deviating - according to German law - exclusive place of jurisdiction, the parties agree that the registered office of Papoo Software shall be the place of jurisdiction for all legal disputes arising from or in connection with this contract. Papoo Software remains entitled to file lawsuits against the customer at the court responsible for the customer's registered office.