(1) Parties and subject. The following conditions apply for all contracts concerning the delivery of software ("deliverables") for permanent use by the customer between 7ANALYSE GmbH, Karl-Heine-Str. 99, 04229 Leipzig (“7ANALYSE GmbH”) and yourself as customer (“Customer”). They also apply for all future deliveries even if they have not yet been expressly agreed.
(2) No divergent regulations. The validity of divergent regulations or provisions which go beyond these regulations is ruled out. This applies to general terms and conditions of the customer in particular, even if 7ANALYSE GmbH accepts an order of the customer in which the customer refers to its general terms and conditions and/or general terms and conditions of the customer are attached and 7ANALYSE GmbH does not contradict this.
(3) Obligations in electronic business operations. § 312g sec. 1. cl.1, 2 and 3 as well as § 312g sec. 1 cl. 2 of the German Civil Code, which provide specific obligations of the contractor for contracts in electronic business operations, are waived.
(1) Commitment period. The customer and 7ANALYSE GmbH are bound to the quotation for two (2) weeks provided that nothing different is stated in the quotation.
(2) Partial deliveries. Partial deliveries and services are ruled out. Every service acquired is available to the customer for immediate download.
(3) Appropriate period. If it is legally required to set an appropriate period for 7ANALYSE GmbH or the customer, it will be at least two weeks.
(1) Prices. The prices apply for a delivery by 7ANALYSE GmbH in the form of a download and they are determined in accordance with the price list of 7ANALYSE GmbH which is generally valid on the day of signing of the contract. 7ANALYSE GmbH will send the price list on request.
(2) Net prices. All prices are to be understood as plus the respectively applicable value added tax.
(3) Payment period. Unless expressly agreed to the contrary, all payments must be made to our payment office by transfer within 14 days of purchase without deduction.
(1) In the event of a delay in payment and justified doubts concerning the customer's ability to pay, 7ANALYSE GmbH is authorized – without prejudice to our other rights – to demand advance payment for deliveries of delivery objects which have not yet been carried out, to revoke all granted payment periods and to declare all claims arising from the business relationship due immediately. 7ANALYSE GmbH's delivery obligation ceases for as long as the customer is in default with a due payment. The customer in default is obliged to compensate 7ANALYSE GmbH for all appropriate dunning, collection and information costs. 7ANALYSE GmbH reserves the rights to block access and to prevent the use of software as soon the customer is in default of payment.
(2) The customer can only offset against claims other than his contractual counterclaims from the respective legal transaction or assert a right of retention if this claim is not contested by 7ANALYSE GmbH or its legal force is established.
(1) Operational disruptions, to the extent that they could not be predicted, and strikes, lockouts, official decrees and cases of force majeure free 7ANALYSE GmbH from the obligation to deliver for the duration of the disruption and to the extent of its effect. If delivery is delayed for more than one month as a result of this, each of the parties is entitled to withdraw from the contract in respect of the quantity affected by the delivery problem under exclusion of all additional claims.
(2) If the delivery date is not agreed expressly and in writing as “fixed”, a delivery occurs in accordance with the contract immediately after acquisition.
(3) Within the framework of legal provisions, the customer can only withdraw from the contract provided that 7ANALYSE GmbH is responsible for the delay in delivery. No change in the burden of proof to the disadvantage of the customer is linked to this regulation. On the request of 7ANALYSE GmbH, the customer is obliged to state within a period of two weeks whether he will withdraw from the contract due to a delay in delivery or whether he insists on the delivery and/or demands compensation.
(1) Notices of defects. The customer must report defects in the software in writing in a comprehensible and detailed form, stating all the useful information concerning the identification of the defect and analysis. It is particularly important to state the work steps which led to the occurrence of the defect, the appearance plus the effects of the defect. The customer will support 7ANALYSE GmbH in the rectification of faults to the extent required, he will in particular send a data carrier with the software concerned to 7ANALYSE GmbH and make work equipment available.
(2) Supplementary performance. 7ANALYSE GmbH can choose to remedy defects in the deliverables by delivering new deliverables which are free of defects or through rectification of the defect.
(3) No Defect Found. If the customer has asserted a defect in a deliverable without any defect actually being present or if a present defect cannot be apportioned to 7ANALYSE GmbH, 7ANALYSE GmbH is entitled to demand fixed costs of €100 for the testing costs.
(4) Withdrawal and reduction. If the new delivery or rectification of the defect fails, is not possible, is refused by 7ANALYSE GmbH, is not acceptable for the customer or is not carried out by 7ANALYSE GmbH within the appropriate period set by the customer, the customer may withdraw from the contract or demand a reduction in price. The customer can also withdraw from the contract immediately if particular circumstances arise that justify this when mutual interests are considered.
(5) Statute of limitation. Claims for defects by the customer expire 12 months following delivery of the deliverables to the customer. This does not apply to fraudulently concealed defects.
(6) Third parties as software manufacturers. For standard software which is manufactured by third parties and for which this fact is referred to in the quotation, the customer will assert any claims due to defects against the manufacturer of the software concerned initially. The customer may only assert claims for defects against 7ANALYSE GmbH if such claims against the manufacturer remain unfulfilled due to circumstances which are not customer responsibility.
(1) 7ANALYSE GmbH is liable for damage provided it was a) caused by 7ANALYSE GmbH intentionally or due to gross negligence, or b) was caused by 7ANALYSE GmbH due to slight negligence and can be traced back to significant breaches of duty which endanger fulfillment of the purpose of the contract, breaches of duty, only the fulfillment of which would make proper implementation of the contract possible and adherence to which the customer must have confidence in. Otherwise liability on the part of 7ANALYSE GmbH is ruled out regardless of its legal basis unless 7ANALYSE GmbH is compulsorily liable, particularly due to injury to life, limb or health of a person, acceptance of an express guarantee, fraudulent concealment of a defect or in line with the Product Liability Act. Guarantees provided by 7ANALYSE GmbH only occur in writing and must be designated as such.
(2) Limitation of the amount. In the case of paragraph (1) b), 7ANALYSE GmbH has a limited liability up to €500,000.
(3) Employees and contractors of 7ANALYSE GmbH. The limitations on liability of the paragraphs (1) and (2) also apply for claims against employees and contractors of 7ANALYSE GmbH.
(1) Provision of information. The customer will make all the information necessary for fulfillment of the contract available to 7ANALYSE GmbH, particularly concerning hardware, operating systems and software used in his company.
(2) Provision of hardware. If the installation of software is subject of the contract, the customer will provide the required hardware together with the associated documentation and, if required, allow no other work/programs to run on his computer system than those necessary for fulfillment of the contractually agreed duties of both parties during the necessary time period.
(3) Contact person. The customer will appoint a contact person who is authorized to provide information and to issue and receive explanations.
(4) Use of customer name and login. The customer declares that he is revocably (info[at]7analyse.com) prepared to authorize 7ANALYSE GmbH to utilize the name of the customer and his company logo for advertising purposes for the software products of 7ANALYSE GmbH on and offline, particularly in print media and to reproduce them via databases, electronic data networks and online services (e.g. FTP, WWW, E-Mail, YouTube, Flickr, Facebook and comparable social networks), to distribute them, to keep them ready for retrieval, to publish them and to present them.
(1) Protective measures. 7ANALYSE GmbH is authorized to take appropriate technical measures to protect against use of the software which is not in line with the terms of the contract. The use of the software on an alternate or subsequent configuration of the customer must not be significantly affected by this.
(2) Rights of use. On payment of the agreed amount, the customer acquires a non-exclusive right to use of the software in accordance with the conditions for software use of 7ANALYSE GmbH which can be viewed at any time at www.7analyse.com/agb and which form part of these general terms and conditions.
(3) Free software. As part of the general terms and conditions, 7ANALYSE GmbH permits you to use the 7ANALYSE EXCEL COMPANION free of charge until cancellation. We do, however, reserve the right to attach a cost to the license following a period of advance notice of 30 days. A separate right of cancellation is granted to the user of the software tool 7ANALYSE EXCEL COMPANION in this case. This is, however, only applicable to the exclusive use of the free tool and does not apply to other (fee-based) products which were acquired from 7ANALYSE GmbH.
(1) Reservation of proprietary rights. 7ANALYSE GmbH retains ownership of the deliverables (goods subject retention of title) until fulfillment of all claims due to 7ANALYSE GmbH against the customer from the business relationship. The return of goods subject to retention of title only represents a withdrawal from the contract if 7ANALYSE GmbH has declared this expressly in writing.
(2) Further securities. The customer assigns all receivables from the sale of goods subject to retention of title, including bills of exchange and checks, to 7ANALYSE GmbH in order to secure our payment claims from deliveries. 7ANALYSE GmbH accepts the assignment. For the sale of deliverables for which 7ANALYSE GmbH has joint ownership, the assignment is limited to the share of the claim which corresponds to the proportion of joint ownership.
(3) Customer provisions. As long as the customer is prepared to and is in a position to properly meet his obligations with regard to 7ANALYSE GmbH policy, he may have the deliverables, which are property of 7ANALYSE GmbH or joint property, available for the proper course of business and collect the receivables assigned to himself. The customer may only undertake assignments as security, pledging and assignment of claims, also by way of factoring, with the prior written permission of 7ANALYSE GmbH.
(4) Foreign jurisdictions. If the retention of title is not permissible in accordance with the legal provisions of the customer’s country or is only permissible to a limited extent, our aforementioned rights are limited to the legally permissible extent.
(5) Release. If the value of the goods subject to retention of title exceeds the amount receivable to be secured by more than 20%, 7ANALYSE GmbH will release the securities which go beyond this on request.
The customer declares that it agrees to 7ANALYSE GmbH processing its data, including personal data, for fulfillment of the contract and sales statistics in its own EDP.
(1) Applicable law. Substantive German law applies to the legal relationship between the customer and 7ANALYSE GmbH with exclusion of the UN Convention of Contracts for the International Sale of Goods (CISG).
(2) Place of fulfillment. The place of fulfillment is 7ANALYSE GmbH headquarters.
(3) Place of jurisdiction. The exclusive place of jurisdiction for all disputes between the parties arising from or in the course of this contract is Hamburg, Germany unless the law makes another place of jurisdiction mandatory.