General Terms and Conditions

§ 1 Subject of Terms and Conditions

These General Terms and Conditions regulate the relationship between cleverbridge AG, hereinafter "cleverbridge", and the customer within the scope of software distribution and acquisition via the systems of cleverbridge, for the procurement of licensed software.

§ 2 Validity of Terms and Conditions

These terms and conditions are valid for all offers, deliveries and services including product and license agreements, excluding any terms and conditions of a customers or contractors. cleverbridge will only recognize terms and conditions differing from its own terms and conditions if these are submitted in writing and agreed upon by the management of cleverbridge. The cleverbridge terms and conditions will apply even if, knowing of other terms and conditions of the customer in variance herewith, cleverbridge nonetheless delivers without reservation.

§ 3 Conclusion of Contract (Offer, Confirmation and Acceptance)

An order placed by a customer is an offer directed to cleverbridge in accordance and acceptance of these terms and conditions.
All orders placed by the customer are subject to ultimate acceptance by cleverbridge. Before the order is accepted, an automatic confirmation (webpage or e-mail) for the order is generated. Before this confirmation is generated for the customer, the customer has the opportunity to review the entries made during the order process. These entries may be changed or corrected by the customer during this review opportunity. The generation of an order confirmation does not confirm acceptance of the order by cleverbridge.
The acceptance of the order will be effective and the contract between the customer and cleverbridge will materialize when payment of the total price of the products in review is credited to the account of cleverbridge, or alternatively the credit card of the customer could successfully be authorized.
If the software that a customer has purchased is delivered electronically in the form of a download link in order to download the software or service or parts of a software or service from our servers or third parties, this involves a liability to discharge at the domicile of the debtor, as the customer alone decides when and if he will download the software or service from our servers or a third party.
If the software or service is delivered by way of postal mail, and the order of the customer is placed electronically (Internet / e-mail), via telephone, telefax or post the order is considered binding as soon as full payment for all products ordered is received in the accounts of cleverbridge, or alternatively the credit card of the customer was authorized successfully for the amount requested.

§ 4 Customer warrant

The customer warrants that all fundamental data submitted during the order process reflects the true facts, and that these data are sufficient to fulfil the order. Any surcharges that cleverbridge accrues due to false or inaccurate address information will be born by the customer.
The customer is solely responsible to update his account information with respect to correct and complete data. All data stored with the customer in conjunction with his account (passwords and login information) at cleverbridge is to be stored so that no third party can access this information.
The customer bears responsibility for all charges of services rendered through the use of his login and password. This responsibility is not applicable in cases where the customer can prove that he did not provide password and login information deliberately nor with negligence. In all other cases, where password and login information are used to place purchases, the customer will also not be responsible should one of the following apply,
if the customer already froze his account with cleverbridge before the order under discussion was placed using his password and login information and a sufficient time to disable the account was available before the order was placed.
All warranties under these terms and conditions apply provided that the customer is an end user and not a reseller of these products.
Any warranties, commitments or other covenants noted in the name of cleverbridge or the product developer, licenser or distributor may only be accepted by the customer if cleverbridge expressly agrees to these in writing.

§ 5 Prices

If not stated differently, all prices displayed on the cleverbridge websites are to be understood in the respective currency. Prices may vary with currency fluctuations; cleverbridge may also conduct price adjustments from time to time. All typing errors and miscellaneous errors may result in alterations of price. If not declared otherwise, all prices are to be understood excluding transport and delivery cost (these costs are broken out separately on the website) and include applicable VAT. The customer agrees to the price displayed in conjunction with transport and delivery cost at the time of purchase.
Payments have to be made before delivery by way of the payments offered on the website, any payment methods not mentioned may only be used if expressly agreed to by cleverbridge in advance.
If not stated differently in writing other than in these terms and conditions, the payment has to be made in full regardless of claims due to short delivery or product deficiencies.

§ 6 Payment by wire transfer, check and cash, arrears

The customer can also make payments of the purchase price by wire transfer, check and cash. Since the product or service will be delivered by cleverbridge or the developer upon receiving the payments in full on the cleverbridge accounts, there are no binding payment terms specified under these terms and conditions. Should the payment for the chosen products or services not be received within 14 days after order placement, cleverbridge has the right to cancel the order at its own discretion.

§ 7 Payment by credit card

The customer can choose to pay by credit card as an alternative to the payment methods mentioned in §6

During the order process the customer may choose to pay by credit card. If he chooses to do so, he will have to enter the following information during the order process, cardholder name, card number, expiration date, CVV2 or CVC and declares here and now that he is in agreement with cleverbridge to charge the credit card with the respective credit card company, in particular online.
cleverbridge will protect the credit card information from unauthorized access by third parties to the greatest reasonable extent. The customer however is aware of the fact, that during transmission of this data, electronically or in other ways, there is still a risk of unauthorized knowledge of this information.
The charging of the credit card will typically be conducted during the order process in form of an online charge.

§ 8 Granting of Rights

Upon receiving full payment, the customer is granted a permanent, simple use right of the software he has ordered.
The scope of the customer´s simple use right only covers the extent to which the developer of the software has previously authorized cleverbridge to grant the use rights to the program. The scope of the use right of the customer maybe viewed in the manufacturer notification, which accompanies the software or can be retrieved from cleverbridge.
The customer has the right to duplicate the software for backup purposes if the program was delivered without a backup copy. Every other duplication temporarily or permanently in whole or in part on any medium is not admitted. The customer is also prohibited to translate, edit, arrange or to revise the program as well as duplicating the results achieved.
The customer may resell the use right to the software acquired, unless the program was acquired by online transmission. With this sale the use right of the software of the customer expires immediately. Copies on his computer and any backup copies must be deleted in full.

§ 9 Right to Use; License

The customer acknowledges and agrees that cleverbridge is reselling the Products for the original producer/provider of such Products (the "Provider") and that cleverbridge does not grant the customer any rights or licenses to the Products that you purchase via the store. If the customer receives any rights or licenses to the Products (including any restrictions on the customers use of the Products), these rights and licenses will be granted to the customer by the provider and not by cleverbridge. The terms and conditions and the scope of such rights or licenses the customer may receive will be set forth in the license terms of the Provider that will be provided to the customer in connection with his purchase of the Products or that will accompany the Products ("License Terms"). If the customer (a) has not received the License Terms before his purchase of the respective Products, (b) has not used such Products, and (c) does not agree to the License Terms and does not want to use the Products subject to such License Terms, the customer may contact cleverbridge to request a refund of the amounts paid for such Products against their return to cleverbridge, in which case the customer will have no right to use the Products thereafter.

§10 Claims for damages

Claims for damages are excluded from these terms and conditions. cleverbridge in general is not liable for and loss of data, loss of profit and other pecuniary loss of the customer resulting from the use of the product purchased by the customer
This liability waiver does not apply, if cleverbridge acted grossly negligent or intentionally. Further it does not apply in case of negligence in business conduct; in this case liability is generally limited to the predictable damage when the contract was concluded. Same applies for vicarious agent liabilities.
If liability of cleverbridge is excluded or restricted, then this also applies for employees, associates, representatives and vicarious agents of cleverbridge.
Contributory negligence of a customer is chargeable, but not limited to inadequate backup of data.

§11 Disclaimer for end customers

Order placed by a customer may be canceled according to the rights of withdrawal section of §3 FernAbsG, which permits the customer to return the products within a timeframe of 14 days after the product has been received. The right to withdrawal can be exercised by returning the product to cleverbridge. The right to withdrawal may only be exercised in this way without specification or reasons. Excluded from the right of withdrawal are sealed packages, where the seal has been broken or damaged, as well as downloadable products.