Terms and Conditions (AGB)

§1 Essential Regulations

  1. The following general terms and conditions apply to all contracts between Xenatec GmbH, Engelbergstr. 4, 71229 Leonberg, Germany – subsequently called supplier – and the customer, being concluded through the supplier’s internet sites www.xenatec.com or www.projango.com.

  2. Unless otherwise agreed we reject the inclusion of the customer’s terms and conditions. Verbal agreements have to be confirmed in writing.

  3. Consumer within the meaning of the following regulations is any natural person who concludes a legal transaction with an objective which can be attributed neither to a commercial nor a self-employed activity. Businessman is any natural or legal person or a partnership possessing legal personality exercising his self-employed or commercial occupational interests by concluding a legal transaction.

  4. Contract language is German, translations into other languages are not legally binding.

  5. Orders can be placed via the order form integrated into the internet presence. After receipt of an order via the order form integrated into the internet presence by the supplier, the ordering data, the statutory information for distance contracts and the general terms and conditions will be submitted via e-mail to the customer, which can be printed or saved electronically by the customer. In case of requests for quotations which will be transmitted to the supplier e.g. by telephone, by e-mail, in writing or through the contact form integrated into the internet presence, the customer receives the complete contract data as part of a binding offer by e-mail, which the customer can print or save electronically.

§2 Subject matter of the contract

  1. Subject matter of the contract is the grant the use of digital contents and software programs. These digital contents and software programs are offered for download on the supplier’s website. Delivery of a data carrier is not subject matter of the contract. Product details, especially its significant attributes, can be found in the description of the article and further information on the supplier’s internet sites.

§3 Conclusion of contract

  1. The supplier’s product representations of on the Internet are no binding offer for the conclusion of a contract.

  2. The customer may submit an order (binding purchase offer) via the order form integrated into the internet presence. By submitting the order with the “Send” or “Liable to pay for order" button the customer submits a binding offer to the supplier. Chargeable offers can be recognized by a price information in the order form and by the use of the “Liable to pay for order" button. The customer will receive an email about the receipt of his order, which does not lead to the conclusion of the contract.

  3. Acceptance of the offer (and therefore the contract) is done either by confirmation in writing (e.g. e-mail), in which the processing of the order or delivery of the goods gets confirmed to the customer, or by delivering the goods or the license file required for activating the software respectively. In the event that the customer has not received the order confirmation or notice of the shipment or has not received the goods or the license file respectively within 5 days, he is no longer bound to his order. Consideration already rendered will be refunded without delay in this case.

  4. When acquiring digitized content or software programs, the acceptance of the offer is made by confirmation in writing (e.g. e-mail). This confirmation usually is given as e-mail to the email-address given in the order. This confirmation provides the information required for the download execution or the activation of the software program respectively. This confirmation e-mail also contains, if necessary, the customized license file required for activating the software.

  5. When acquiring software programs by download which require a customized license file to activate functions, the customer initially receives via e-mail a preliminarily license file issued for 14 days. With this license file the customer can immediately use the functions stated in the order (e.g. additional amount of users). The final and permanent license will only be issued after the payment has been received on the supplier’s bank account and will also be send to the customer via e-mail to the email-address given in the order.

  6. Requests of the customer regarding purchases of goods or for individual quotations outside the order form, which will be transmitted to the supplier e.g. by telephone, by e-mail, in writing or through a contact form integrated into the internet presence, are not binding for the customer. The supplier submits a binding offer in writing (e.g. by e-mail) to the customer, which the customer can accept within 5 days.

  7. The processing of the order and the submission of all information required in the context of the conclusion of a contract are carried out partially automated by e-mail. The customer must therefore ensure that the e-mail address he deposited at the supplier is correct, that the reception of e-mails is technically ensured and especially does not get prevented by SPAM filters.

  8. The order data including the customer’s personal data will be stored electronically by the supplier.

§4 Contract customers

  1. The full scope of services of the respective contract type is available at the supplier’s websites. Contract customers can obtain free of charge the provision of new program versions, continuous adaptations to technical and legal conditions (automatic updates, service packs) and the provision of services and functions which render the product use possible. Updates are provided as download free of charge. Delivery of data carriers or delivery of printed manuals/reference books is not subject matter of the contract.

  2. Contracts without an automatic renewal terminate automatically at the end of the period of usage. Contracts with an automatic renewal may be terminated without stating a reason by giving 6 weeks’ notice before the respective end of the period of usage (these can be found in the contract documents or can be viewed in the software program in the license overview respectively), otherwise they will automatically be extended for one year.

  3. The compensation fee for all contractual services will be invoiced at the beginning of each new period of usage (year of duration). The supplier is entitled to terminate the contract with prior effect for good cause, especially when the customer is in default of payment. In this case already paid fees will be proportionally refunded to the customer.

  4. Voluntary additional services exceeding the contractually agreed services (e.g. telephone support) are not subject matter of the contract and can be shaped freely by the supplier. The supplier grants the rights of usage of all contractual services including the software usage up to the end of the respective period of usage.

§5 Software on data carriers

  1. The supplier currently does not offer software on data carriers. The customer therefore has to ensure that he is technically able to download the software product online after the order. An additional delivery of the software product on data carriers is not subject matter of the contract.

§6 Use of digitized contents (download products)

  1. The customer gets a user license to any download product acquired at the supplier. The scope of the user license arises from the respective offer description on the website.

  2. Unless the scope of the license is regulated in the offer description, the customer receives a simple user license. This includes permission to save on one computer and / or print a copy of the download product for personal use. One backup copy may be made for data protection purposes. Every additional copy by the customer is prohibited. Unless mandatory regulated otherwise by provisions of law the customer is expressly prohibited to change or edit a file (original or copy) or parts thereof, or to make it by any means privately or commercially available to third parties.

  3. With the purchase of a software product the customer acquires a license for the use of the software product in accordance with the supplier’s license conditions. The supplier grants the customer against payment the right to use the software for the agreed period of time and scope of functions (e.g. amount of users). All not expressly granted rights of usage will remain with the author. The software program can only be used during the period of a valid license. The validity of the license will be examined automatically on a regular basis. When no valid license can be determined at the examination date, the software cannot or cannot fully be utilized until a valid license can be determined at the examination date.

  4. The customer is entitled to use the software product on any compatible computer, provided that it gets used with a valid license file on only one computer at a time (unless agreed otherwise) and that the customer possesses the original software and original customized license file. The software is deemed in use on a computer if it is loaded into the random access memory (i.e. RAM) or installed on a permanent storage (such as hard disks or other storage media). The customer is furthermore entitled to make one backup copy of the software product if that is required to ensure future use of the software product. The regulations of the copyright law supplementary apply regarding the rights of use.

  5. Without the supplier’s written consent the customer is not entitled to make further copies of the documentation, the original software or of the backup copy in excess of the above permission; to rent or otherwise use the software or the documentation commercially unless explicitly permitted to sublicense, to make it available to third parties in a not specifically authorized manner or to pass it on to third parties; to change, modify or adapt the software or the documentation (this prohibition also applies for translating, modifying and additional using the product in parts). After the end of the granted period of use the software must not be continued to be used, but must be removed completely from the customer’s system. The regulations of the copyright law also supplementary apply here.

  6. The customer accepts these license terms through the first use of the software package. The software product remains the intellectual property of the licensor. All trademarks, brand names and logos mentioned by the supplier belong to the manufacturers of the goods offered. Copyrights of third parties must be taken into account when using delivered products.

  7. The customer is obliged to take appropriate precautions against data loss. As the re-installation or change of previously installed software entails the risk of data loss, the customer is obliged to take precautions against data loss through a comprehensive data protection before re-installing or making changes to the installed software.

§7 Privacy protection

  1. Personal customer data will be treated confidential, Storing, processing, using and forwarding them to third parties is only permissible to the extent necessary within the scope of order processing, legal proceedings and customer care.

  2. The supplier’s software products may contain functions for up-to-dateness checks. For this purpose software products call a special service on the supplier’s web pages to obtain information about currently available versions. By using the up-to-dateness check the customer agrees that the supplier uses the resulting access data for statistical evaluations. In the case that the customer does not agree, the up-to-dateness checks can be deactivated by the customer at any time by means of adapting the configuration options of the software. The documentation of the software product contains information concerning this matter.

§8 Prices, shipping expenses

  1. The prices given in the corresponding offers are final; they include all price components, including all applicable taxes.

  2. Digitized content (download products) will be made available as an electronic file exclusively via download, in this respect no shipping costs incur.

§9 Warranty

  1. The statutory warranty regulations apply.

  2. In case of contracts with consumers according to § 13 BGB (German Civil Code) the warranty period is 2 years after delivery of the goods.

  3. If the customer is an businessman, the following terms apply in deviation from paragraph 1:

    1. Only the supplier’s own information and the manufacturer's product description are regarded agreed as condition of the goods, but no other advertisings, promotions and public statements of the manufacturer.

    2. The customer shall be obliged to examine the goods immediately and with due attention in terms of quality and quantity variances and to inform the supplier about obvious defects in writing; any notice shall be considered submitted in due course if it is mailed within a period of 7 days from the receipt of goods or, in the case of hidden defects, from the detection of such defects. When violating the obligation to examine and inform, an assertion of warranty claims is excluded.

    3. In case of defects the supplier shall provide, at his discretion, repair or replacement. If the rectification of defects fails twice, the customer may request a reduction or withdraw from the contract at his discretion. In case of repair the supplier does not have to bear the increased costs incurred by the shipment of the goods at a place other than the place of fulfillment, provided that the shipment does not conform to the intended use of the goods.

    4. The warranty period is one year after delivery of the goods. The shortened warranty period does not apply to damages culpably attributable to the supplier arising from injury to life, body or health, or damages caused intentionally or with gross negligence or malice of the supplier, as well as rights of recourse under the terms of §§ 478, 479 BGB (German Civil Code).

§10 Right of withdrawal

  1. If you are a consumer, you are entitled to the following right of withdrawal:

    Instructions on withdrawal concerning delivery of goods

    Right of withdrawal

    You have the right to withdraw from this contract within 14 days without giving any reason.

    The withdrawal period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the goods.

    To exercise the right of withdrawal, you must inform us (Xenatec GmbH, Engelbergstr. 4, D-71229 Leonberg (Germany), e-mail: sales@xenatec.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

    To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

    Effects of withdrawal

    If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.

    You shall send back the goods or hand them over to us, without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired.

    You will have to bear the direct cost of returning the goods.

    You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.

    End of instructions on withdrawal

    Instructions on withdrawal concerning delivery of digital content

    Right of withdrawal

    You have the right to withdraw from this contract within 14 days without giving any reason.

    The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

    To exercise the right of withdrawal, you must inform us (Xenatec GmbH, Engelbergstr. 4, D-71229 Leonberg (Germany), e-mail: sales@xenatec.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

    To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

    Effects of withdrawal

    If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

    End of instructions on withdrawal

    Instructions on withdrawal concerning rendering of services

    Right of withdrawal

    You have the right to withdraw from this contract within 14 days without giving any reason.

    The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

    To exercise the right of withdrawal, you must inform us (Xenatec GmbH, Engelbergstr. 4, D-71229 Leonberg (Germany), e-mail: sales@xenatec.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

    To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

    Effects of withdrawal

    If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

    If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.

    End of instructions on withdrawal

    Model withdrawal form

    (complete and return this form only if you wish to withdraw from the contract)

    — To Xenatec GmbH, Engelbergstr. 4, D-71229 Leonberg (Germany), e-mail: sales@xenatec.com:

    — I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*),

    — Ordered on (*)/received on (*),

    — Name of consumer(s),

    — Address of consumer(s),

    — Signature of consumer(s) (only if this form is notified on paper),

    — Date

    (*) Delete as appropriate.

    For download: Model withdrawal form

  2. If you are businessman according to § 14 BGB (German Civil Code) and are exercising your commercial or self-employed interests at the time of conclusion of the contract, the right of withdrawal does not apply.

  3. The right of withdrawal expires according to § 356(4) BGB (German Civil Code) for service contracts after the service has been fully performed if the performance has begun with the consumer’s prior express consent, and with the acknowledgement that he will lose his right of withdrawal once the contract has been fully performed by the supplier.

  4. The right of withdrawal expires according to § 356(5) BGB (German Civil Code) for contracts for the supply of digital content which is not supplied on a tangible medium, when the supplier has started the performance of the contract after the consumer 1. has given his prior express consent to the beginning of the performance before the end of the withdrawal period, and 2. has acknowledged that he loses his right of withdrawal when giving his consent.

§11 Payment, Retention rights, reservation of title

  1. Invoices of the supplier are, unless agreed otherwise, are due for payment immediately and without deduction.

  2. Without the necessity of a reminder you shall be in default 30 days after due date and receipt of invoice, if the supplier indicated this consequence on the invoice. The supplier though may put you in default beforehand by issuing a demand note. Interest for default to consumers is 5% and 8% for businesses above the base interest rate, unless the supplier can demand higher rates for another reason. Checks shall only be accepted on condition of fulfillment. Any bank charges shall be borne by the customer. The customer may only set off payments with indisputable and legally valid claims.

  3. A customer can only exercise retention rights if they are claims from the same contractual relationship.

  4. The goods remain property of the supplier until full payment has been effected.

  5. When paying invoices from the goods and services using the SEPA Core Direct Debit Scheme / SEPA Business-to-Business Direct Debit Scheme, the invoice amount will not be charged prior to performance, and the customer will receive advance information concerning the direct debit no later than one day before the due date. This advance information can for example be issued by submitting the invoice to be recovered. In the event that the customer unjustifiably subsequently cancels the direct debit authorization granted, the supplier is entitled to charge the customer for the chargeback fees.

  6. Ongoing contractual relationships may be cancelled by the supplier in the event that invoices do not get paid or partially do not get paid or do not get paid in due time.

  7. The supplier can freely choose to make the invoices available by post or by electronic means (e.g. by e-mail).

§12 Liability

  1. The supplier shall be liable for damages arising from injury to life, body or health under statutory provisions. For other damages the supplier is only liable (subject to Par. 5) in cases of intent and gross negligence.

  2. For other damages arising from the breach of a material contractual obligation the supplier shall also be liable in cases of slight negligence, limited however to damages foreseeable at the time of breach. In either case the liability is limited to the amount of compensation agreed upon for the service (purchase price). Material contractual obligations are essential obligations arising from the nature of the contract and the breach of which would endanger the purpose of the contract, as well as obligations that the contract imposes according to its content upon the supplier to achieve the purpose of the contract, whose fulfillment make the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies.

  3. The liability for slight neglect of duties is excluded in cases of minor contractual obligation breaches.

  4. Liability under the product liability law shall remain unaffected by the above regulations.

  5. The customer is obliged to use updates, patches and / or service packs provided for the software. The customer is further obliged to backup his data prior to the software installation and subsequently on a regularly basis, especially prior to changes to the hardware or software environment. If the customer shares responsibility by violation of contractual obligations or by changes to the software carried out by him or by a third party or by inappropriate treatment or faulty operation of the product, the supplier shall not be liable. The supplier assumes no liability for the selection, the installation and the use of the software program as well as for the results aimed at.

  6. Damage claims due to the loss of saved data are excluded, if the damage had not occurred by proper data protection and if the customer was properly instructed on data protection. A proper instruction on data protection is provided in the online documentation of the software products.

  7. Data communication over the Internet cannot be guaranteed to be error free and / or available at all times at the current state of technology. The supplier in this respect is neither liable for the continuous nor uninterrupted availability of the Website and the services offered there.

§13 Choice of Law, Place of Performance, Place of Jurisdiction

  1. The contractual relationships between supplier and customer are subject to the law of the Federal Republic of Germany. Excluded from this choice are the mandatory consumer protection regulations of the country of the consumers’ usual residence (favorability principle). Application of the UN purchasing law (CISG) is excluded by mutual agreement.

  2. Place of fulfillment for all services arising from existing business relationships with the supplier as well as the place of jurisdiction are the registered offices of the supplier, provided that the customer is not a consumer, but a merchant, legal entity under public law or public law special fund. The same applies if the place of general jurisdiction of the customer is not in Germany or the EU or if the customer’s domicile or usual residence is not known at the time the claim is raised. The capacity to appeal to another court of jurisdiction remains unaffected.

§14 Miscellaneous

  1. By making an order the customer agrees to these general terms and conditions.

  2. Should individual provisions be ineffective or invalid, then this will not affect the validity of the remaining provisions. Partial invalidity does not result in the invalidity of the entire set of provisions. Invalid provisions shall be replaced with valid provisions which approximate these general terms and conditions as a whole and other contractual agreements as closely as possible from a factual, legal and commercial perspective. Likewise shall be proceeded in the event that there should be a gap in the general terms and conditions.

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