Terms and Conditions of Audicon GmbH for the Conclusion of Contracts via the Marketplace Platform (“Terms and Conditions Marketplace“)

Terms & Conditions

 

I. Scope of validity and general indications


1.1 The below Terms and Conditions of Audicon GmbH, Am Wallgraben 100, 70565 Stuttgart, HRB 21330 (hereinafter „Audicon“) shall apply to all contractual relationships with customers relating to supplies and services from the Marketplace and shall be considered as integral part of the contract unless anything to the contrary has been agreed in writing in a separate agreement between Audicon and the customer. The Terms and Conditions of the Marketplace shall be valid in the version applicable at the time of ordering.


1.2 The services of Audicon shall not be offered to private persons, but only to customers, which upon conclusion of the contract, are companies within the meaning of Article 14 of the German Civil Code.

 

II. Conclusion of contract


2.1 The product descriptions in the Marketplace are to be understood as subject to confirmation and nonbinding. The customer shall be free to make his choice from the individual products and to collect them in a so-called shopping basket via the “Add to basket” button. The presentation of products on the Marketplace shall not constitute any legally binding offer but an online catalog without binding force. The products chosen may be removed from the basket before being purchased. Input errors are reported by error messages. By clicking the “Submit (charged) order” button, the customer places a binding order for the products contained in the shopping basket. The receipt of the order will be confirmed immediately after its dispatch by an automated e-mail. With this confirmation by e-mail, the contract has been concluded. But before this happens, the customer must accept the Terms and Conditions of the Marketplace by setting a tick mark in order to confirm that he has read and understood them. Before sending the order, the data may be changed and accessed at any time. For the time being, the conclusion of the contract is available in German and English.

 

III. Contractual object


3.1 Audicon is offering so-called apps („Applications“) in the Marketplace. These apps are add-ons for the software IDEA including SmartAnalyzer. Accessing the Marketplace and using the apps requires a license of IDEA version Nine or higher. Along with this software license, the customer will get an IDEA License Key which is also required for using the apps. A transfer of the IDEA License Key is possible. The user will, upon transfer of the user account, loose his access to the apps assigned to his previous IDEA License Key while obtaining the right to use the apps assigned to the new IDEA License Key.

When accessing the shop, the IDEA License Key will, besides other parameters, be automatically transferred to Audicon for processing the order and be stored in the user account. Further parameters are the name of the computer, the system user logged in and the IDEA information (version used, language as well as character set, system architecture and type of license). Beyond that, conclusions may be drawn in respect of the IDEA distributor acting as intermediary. The apps will be specifically encrypted for the customer on basis of these data.

Before placing the order, the customer can get more information about the apps by reading a brief description or having a look at the table of contents where appropriate.

In order to be able to purchase the apps, the customer has to register in the Marketplace by entering a valid e-mail address and password.

3.2 The ordering of the apps will be for a minimum period of use from the conclusion of the contract to the end of the following year. The accounting shall be done in several parts: The first accounting shall be on a pro-rata basis for the current year, and each subsequent accounting from the beginning of the year to the end of the year. A notice of termination may be given 3 months before the lapse of the following year. If no notice of termination is given by the customer, the period of use shall be automatically extended for another year. Such automatic extension of the contract by one year shall each be accounted at the beginning of the year.

By concluding the contract, the customer will acquire the non-exclusive and non-transferable right to use the apps for his own purposes. The apps can be downloaded and are usable only on the previously identified computer. For this purpose, the apps produced will be made available online in a Media Library which the customer can access by entering his password.

A notice of termination shall be possible exclusively by using the contact form of the Marketplace accessed from within the IDEA software.

Audicon will create an archive providing the customer with an overview of the apps that he has already ordered.

3.3 The Marketplace will offer only the latest version of apps for the latest IDEA version.

3.4 Information about type, scope and purpose of the collection and storage, by Audicon, of personal data required for processing the contract the can be viewed in the Privacy Policy.

 

IV. Prices, shipment costs, delivery, user account

 

4.1 The prices quoted on the Marketplace are to be understood plus statutory value-added tax at the currently applicable rate. Two prices are indicated: One is the price of use for one year and the other the pro-rata price for the period up to the end of the current year. No shipment costs will be due for digital downloaded products. All digital products acquired are accessible online in the users own Media Library as and when required during the applicable period of use.

4.2 Audicon shall warrant an availability of its internet infrastructure of 98.5% on an annual average. Exempted from this are periods during which the availability does not exist as a consequence of technical or other problems beyond the control of Audicon. The apps will be created manually and individually for each customer so that no precise statements as to the period of delivery can be made.

4.3 The precondition for ordering is the creation of a user account with a valid e-mail address and a password as well as the approval of the Terms and Conditions of the Marketplace. Furthermore, reference is made to the Privacy Policy which may be displayed in printable format on the Audicon website by clicking the “Privacy Policy“ button.

The registration will be confirmed by e-mail.

4.4 The customer is obliged to keep his user data and his password secret and not to allow any access by third parties. The customer is not allowed to transfer his user account to third parties. He is not entitled to grant third parties access to the offers of Audicon via his user account. When the customer has received indications or knowledge about an unauthorised access to or unauthorised knowledge of the access to data by third parties, the customer shall be obliged to inform Audicon about it immediately.

 

V. Payment terms

 

5.1 A possible transmission of the invoice by e-mail as PDF file shall be accepted by the customer. He may effect payment by credit card (Visa, MasterCard). Within Germany, payment against invoice is also possible. In case of payment by credit card, the amount due will be debited from the customer’s credit card or bank account on termination of the order process.

The truncated credit card number as well as the expiry date of the credit card will be stored in the Marketplace for administrative purposes. The certified payment service provider PAYONE GmbH & Co. KG of Audicon will store the complete credit card number for recurrent debiting.

5.2 If the customer is in default of payment, he shall pay interest on the defaulted payment in the amount of 8 percentage points above the base rate. This shall not exclude the assertion of further default damage claims.

5.3 Any set-off of a liability owed by Audicon can be asserted only when determined by a court, when uncontested or recognised in writing by Audicon. A right of retention may be exercised by the customer only if the claims are derived from the same legal relationship.

  

VI. Liability

 

6.1 Audicon shall be fully liable for damage resulting from the violation of life, body or health, for warranties, for fraudulently concealed deficiencies and for claims pursuant to the product liability act. Beyond that, Audicon shall be liable for the violation of obligations the fulfilment of which is essential for due implementation of the contract and on which the buyer can reasonably expect to be able to rely, but then only for the contract-typical foreseeable damage.

In all other instances, Audicon shall be liable only in case of intentional or grossly negligent damage. The above specified liability provisions shall also apply to legal representatives and vicarious agents.

 

6.2 Notes on Article 14 of the ODR regulation

6.2.1 In the event of a dispute, customers who are consumers as defined by § 13 BGB (German Civil Code) may make use of online dispute resolution via the EU's online portal "Your Europe" in consultation with an accredited arbitration board. To do so, they may use the EU's online dispute resolution platform at http://ec.europa.eu/consumers/odr/.

6.2.2 Online dispute resolution is not an essential precondition for applying to a court of competent jurisdiction but represents an alternative way of settling differences that may arise in a contractual relationship.
6.2.3 Other national legislation on dispute resolution shall remain unaffected by the provisions of sections 1 and 2 above.

 

 

VII. Final provisions

 

7.1 The contracts between Audicon and the customer shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention on Contracts for the International Sale of Goods.

7.2 Where the customer is a business as defined by the German Commercial Code (HGB), a legal person under public law or special fund under public law, the place of jurisdiction shall be Dusseldorf (Germany). This shall also apply when the customer does not have a domestic general venue. Audicon shall, however, be entitled to file suit at the customer’s place of business.

7.3 All modifications and amendments shall require the written form; this shall also apply to the waiver of the written form requirement. Electronic documents such as e.g. e-mails without qualified electronic signature within the meaning of the signature act do not comply with the written form requirement.

7.4 In the event of the legal ineffectiveness of individual provisions, the remaining sections of the contract shall continue to be binding.