General Terms of Business Update October 2015

General terms and conditions of MATESO GmbH, Daimlerstr. 15, 86356 Neusäß, Germany
(hereinafter referred to as MATESO)


1. Scope

1.1 MATESO sells, manufactures and supplies goods, including software, exclusively on the basis of these terms and conditions.

1.2 These terms and conditions apply to all future business relationships even if they are not referred to explicitly in each case (f.e. long-term business). These regulations shall be subordinate to regulations set forth in other agreements to the extent that the provider makes these available to the customer within the scope of the documents that are handed over upon signing said agreement. MATESO reserves the right to amend its general terms and conditions at any time. These shall apply to all transactions conducted after the date on which the general terms and conditions are published on our homepage.

1.3 Statutory regulations shall apply to business relationships with consumers unless these otherwise stipulated by way of general terms and conditions. The term “consumer” shall refer to any natural person who enters into a legal transaction that cannot be deemed as primarily based on that person's commercial or independent professional activity. (§13 German Civil Code (BGB)). The term “entrepreneur” shall refer to natural or legal persons or partnerships with legal capacity that conclude an agreement within the scope of exercising a commercial or independent professional activity (§ 14 German Civil Code (BGB)).

1.4 Any diverging, conflicting or supplementary general terms and conditions employed by the customer shall not be part of the agreement, even with knowledge thereof, unless MATESO expressly approves their applicability in writing.

1.5 Reference is made explicitly to MATESO's licensing terms and conditions. These shall be applicable in addition to these general terms and conditions and shall become part of the agreement upon installation and use of the software.


2. Purchase orders and conclusion of an agreement

In submitting an order by email, phone or fax the customer has submitted a binding purchase order. An effective agreement shall be not be effected until MATESO has accepted the purchase order. Order confirmation does not constitute acceptance of a purchase order. A purchase order has been accepted once the license key and/or goods have been sent and MATESO has thereby confirmed said shipment, if applicable. The sole purpose of the order confirmation is to inform the customer that MATESO has received the order.


3. Shipment, availability of goods

3.1 MATESO has the right to partial delivery.

3.2 All information provided regarding availability, shipment or delivery of a product refers to estimations and approximations only. This information is not to be considered binding or as guaranteed shipment or as a delivery deadline unless MATESO expressly states otherwise.

3.3 MATESO shall inform the customer immediately if the product selected by the customer is not available at the time the customer places their order. If the product can no longer be shipped, MATESO shall refrain from making a declaration of acceptance (confirmation of shipment). In this case an agreement shall not be effected. Any payments the customer has already made shall be reimbursed immediately.

3.4 The customer shall also be immediately sent a notification as part of the order confirmation if the product is only temporarily unavailable. The customer has the right to terminate the agreement if delivery is delayed by more than four weeks. MATESO has the right to terminate the agreement in this case as well. Any payments the customer has already made shall be reimbursed without delay.

3.5 MATESO shall maintain ownership of products provided for demonstration or test purposes. In order to protect its interests, MATESO has the right to design its products so that the products cease to be fully functional once the demo or test phase has expired. The customer does not have the right to any claims resulting from this.


4. Reservation of title

MATESO shall retain ownership of the goods delivered until payment has been made in full. The above also applies to rights to use the software.


5. Price and shipping costs

5.1 All prices provided on MATESO's website or in an offer made by MATESO include applicable value-added tax. The prices provided on MATESO's website or in an offer made by MATESO for goods shipped to other EU countries or to non-EU countries do not include applicable value-added tax.

5.2 Shipping costs to be borne by the customer shall be indicated on the order form.


6. Methods of payment

6.1 The customer may only pay for the goods and services they have ordered based on invoice. MATESO may decide to permit other types of payment.

6.2 The purchase price is due upon conclusion of the agreement. If payment is due on a specific calendar day, the customer shall be in delay of payment as soon as they fail to make payment by said date. In this case, the customer shall pay MATESO a late fee in the amount of five (business customer: nine) percentage points above the base interest rate.

6.3 MATESO's right to claim additional damages due to late payment on the part of the customer shall remain unaffected by the above.

6.4 The customer may only offset MATESO's claims with claims that have been determined as undisputed and/or legally binding.

6.5 The customer may only offset MATESO's claims with claims that have been determined as undisputed and/or legally binding.


7. Cancellation

7.1 We hereby expressly state that the right to cancel an agreement for the delivery of digital content not stored on a physical data carrier shall expire as soon as MATESO begins execution of the agreement. The consumer hereby grants us permission to immediately begin executing the agreement before the cancellation period has ended and hereby acknowledges that their right to cancel the agreement shall expire.

7.2 There shall be no right of cancellation for agreements involving the delivery of goods that have not been prefabricated or for the production of which the individual choices or decisions made by the consumer were decisive or for goods that have been clearly customized to the consumer’s individual specifications. There shall also be no right of cancellation for agreements involving delivery of individually packaged computer software in which the seal was broken following delivery.
 
7.3 Cancellation instructions

Right of cancellation
You shall have the right to cancel this agreement within fourteen days without providing reason. The cancellation deadline for services shall be fourteen days as of the date on which the agreement was concluded. The cancellation deadline for sales agreements shall be fourteen days as of the date on which you, or a third party designated by you other than the carrier, take or took possession of the goods.
To exercise your right of cancellation, please send us a clear statement (e.g., a letter sent via post, fax or email) informing us that you have decided to cancel this agreement. Please send your notice of cancellation to:

MATESO GmbH
Daimlerstraße 15
86356 Neusäß, Germany
Email: info@mateso.de
Fax: +49 821 747787-11

We will also consider the cancellation deadline to have been met if you inform us that you intend to exercise your right of cancellation before expiration of the cancellation deadline.

Consequences of cancellation
Should you choose to cancel this agreement, we shall be under the obligation to return to you all payments that we have received from you, including shipping costs (with the exception of additional costs associated with selection of a shipping method other than the standard shipping option offered by us) immediately or at the latest within fourteen days as of the date on which we receive your notification of cancellation. We shall use the same method of payment to reimburse you as the method used by you in the original transaction unless expressly agreed otherwise. You shall not be charged any fees for this reimbursement. We shall have the right to refuse reimbursement until we have received the returned goods or until you have provided proof that you have sent back the goods, whichever happens first. You shall be under the obligation to send or return the goods to us immediately or at the latest within fourteen days as of the date on which you notify us of your intent to cancel the agreement. You shall bear any direct costs associated with the return shipment.
If you have requested that service provision begin before the cancellation period ends, you shall pay us a reasonable amount equivalent to that share of the services that were already provided up to the date on which you notified us of your intent to cancel the agreement in relation to the total scope of services planned according to the agreement.
End of cancellation instructions


8. Warranty, warranty of quality

8.1 Purchased products

Should the customer purchase products, MATESO shall provide a warranty for products delivered by MATESO in accordance with the applicable legal regulations, in particular in accordance with §§ 434 seq. German Civil Code (BGB). The length of warranty on products delivered by MATESO to business customers shall be 12 months as of delivery. Furthermore, the applicable legal provisions shall apply to business customers; § 377 German Commercial Code (HGB) shall remain hereby unaffected. Products delivered by MATESO shall come with an additional warranty only if MATESO provides such warranty in writing. Should the customer modify the product or use or repair it improperly they shall no longer have any right to claim defects to the extent said defects can be traced back to improper use. If a defect cannot be traced back to improper use, the customer shall have the right to claim defects as indicated above.


8.2 Use of products at no charge (demonstration and test phase or version)

If MATESO provides products at no charge for demo and test purposes, any warranty claims shall be pursuant to § 524 German Civil Code (BGB). Products delivered by MATESO shall come with an additional warranty only if MATESO provides such warranty in writing.


9. Scope of right of use

9.1 Copyright, industrial property rights and exploitation rights to the delivered software shall remain with MATESO. We hereby expressly refer in this matter to MATESO's licensing terms and conditions. The only right purchased by the customer shall be a simple, non-exclusive right of use to the software that excludes the granting of sublicenses. This right of use is based on MATESO's licensing terms and conditions for software, which are supplemental to these general terms and conditions.

9.2 The software and licenses may only be sold to another party after MATESO has first transferred the license. Should the original license holder decide to sell the license, a fee must be paid to MATESO before the license can be transferred, modified or before a new license can be granted.


10. Software support

10.1 The MATESO software support plan is comprised of several components. Updates and upgrades will be made available as soon as MATESO has introduced these to the market (release). Support via email, hotline or remote maintenance shall be provided as a consulting service. There is no guarantee that the problem will be resolved.

10.2 The Private software support plan is only available for the private products and comes with updates of one software version for the next 12 months. It does not include any upgrades to the next version up. The Private software support plan also comes with email support on working days from Monday through Friday at support@passwordsafe.de. The maximum response time generally does not exceed 72 hours. In some cases, however, the response time may be longer.

10.3 The Company Classic software support plan comes with updates of one version within the next 12 months as well as an upgrade to the next version up to the extent the upgrade is done within 12 months following purchase. Email support is also provided working days from Monday through Friday at support@passwordsafe.de. The maximum response time generally does not exceed 48 hours. In some cases, however, the response time may be longer.

10.4 The Company Premium software support plan comes with updates and upgrades within the next 12 months. The Company Premium software support plan also includes free email support (support@passwordsafe.de) working days from Monday through Friday, phone support and remote assistance (pcvisit or TeamViewer). The maximum response time generally does not exceed 24 hours. In some cases, however, the response time may be longer.

10.5 Product training may be purchased separately.

10.6 The customer is under the obligation to pay the fee for software support regardless of whether or not they choose to utilize the software support products.

10.7 The sole purpose of support provided via phone, email or remote access is to provide support and/or advice regarding product use or in determining the cause of an error. There is no guarantee that the problem will be resolved.


11. Information on data processing

11.1 MATESO collects its customers' data within the scope of its agreement processing activities. MATESO complies with the provisions specified in the German Federal Data Protection Act and German Telemedia Act (TMG).  MATESO shall only collect, process and use existing customer data or data on product use by the customer without the customer's permission to the extent these activities are necessary to process the contractual relationship or necessary in the use and invoicing of telemedia services.

11.2 MATESO does not use data collected without the customer's permission for advertising purposes or for marketing and opinion research and shall not make this data available to third parties without first obtaining the customer's permission to do so. If the customer chooses to sign up for the newsletter, MATESO shall send the required data to our partner Cleverreach.

11.3 In regards to customer permission and additional information on data collection, processing and use, MATESO's data privacy policy can be accessed in printable form on the MATESO website at any time by clicking on the "Data privacy" link.


12. Liability

12.1 MATESO shall only be liable for customer claims to damages arising from injury to life, body or health or the violation of critical contractual obligations (material obligations). MATESO shall also be liable for other damages that can be attributed to intentional or negligible violation of obligations on the part of MATESO, MATESO's legal representatives or vicarious agents. Material contractual obligations are defined as obligations that must be fulfilled so that the purpose of the agreement can be accomplished. Any further liability is excluded.

12.2 Liability for violation of material contractual obligations is limited to foreseeable damage that is typical to an agreement if said damage was caused as the result of negligence unless the matter at hand involves customer claims to damages arising from injury to life, body or health.

12.3 Should claims be made directly against MATESO's legal representatives or vicarious agents, the limitations discussed in the previous section shall also apply in their favor.

12.4 The provisions stipulated in the German Product Liability Act shall remain unaffected.


13. Written form provision

There are no verbal side agreements. Any changes or additions to these terms and conditions must be made in writing. The same applies to this written form provision.


14. Place of jurisdiction

The place of performance and the sole place of jurisdiction for all disputes arising out of the contractual relationship in question and involving merchants, legal entities or special assets under public law shall be Augsburg, Germany.


15. Final clause

15.1 The law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods, shall apply to agreements between MATESO and the customer.

15.2 If individual provisions of these general terms and conditions should become ineffective, the remaining provisions shall remain thereby unaffected. The invalid provisions shall be replaced by legal regulations to the extent these are present. If the above should constitute unreasonable hardship for one of the contracting parties, however, the agreement shall become invalid as a whole.

15.3 Contractual language is German. In case of interpretation and linguistic discrepancies between the foreign-language and the German versions, the German version will be binding.