1. Subject Matter of the Contract
itp commerce ag, called „ITPC“ in the following, sells software or services which are specified on the online shop or in written offers to business- or private customers (called „customers“ in the following) under the general terms and conditions given below
2. Conclusion of the Contract
The contract between the customer and ITPC can only be accomplished if the customer makes a request and ITPC adopts it. The customers’ request can be written or formulated on the telephone or via internet. ITPC adopts the request (a) by sending the customer a confirmation of the order (by fax, e-mail or mail) or (b) by delivering the ordered commodity (incl. delivery receipt).
3. Software Product Range
3.1 All general indications about the software (including the attendance of training sessions), which the customer gets in line with the order transaction, are without obligation. Apart from that, changes about the design and technique, which improve the functionality of the software, as well as errors of description, mapping/illustration and price quotation are reserved. All technical information about the individual commodities are based upon the indications of the manufacturer and are obligatory within that scope.
3.2 Every software, which we send to you is subject to the conditions of the respectively applicable license contract. Those licensing requirements are either delivered together with the software or, if the software is downloaded delivered electronically together with the downloaded software. By installing the (clearing) key the customer accepts the validity of the conditions of the license agreement explicitly.
3.3 The customer is responsible to make sure that the ordered software or product-software-bundles satisfies with his requirements and that they are compatible with his current infrastructure, systems and processes.
3.4 The customer has the possibility to download software-keys with outright payment. The only possible method of payment for that procedure is payment by credit card. As soon as we have received the release for payment by the credit card company of the customer, the customer receives the clearing key. Except for the refund obligation no further liability or help is guaranteed if software download does not work.
4. Terms of Payment
All shop prices are continuously adjusted to the market. They are calculated in US Dollars (USD), exclusive value added tax. The payment via shop can only be effected via credit card. ITPC reserves the right to deliver established customers only with prior payment by credit card or cash on delivery.
5. Terms of Delivery
The customer can only obtain the ordered software via an internet download (online service, download service). No data medium such as diskettes, compact disks, etc. or manuals are being consigned.
In case the customer is in default regarding the purchase price ITPC reserves the right to withdraw from the sales agreement. In that case the customer is not allowed to use the software.
7. No put provision
ITPC does not concede a put provision after effectuation of software-delivery and transmission of the clearing key.
8.1. The present ITPC terms and conditions render the entirety of the obligations and liabilities on the part of ITPC concerning delivery of software products (and the provision of telephone-support and activated guarantee) and the provision of all services.
8.2. ITPC is not bonded by any other guarantees, clauses or terms of contract, except for those which are explicitly mentioned in this contract or the software-end-user agreement (license agreement).
8.3. Every guarantee, obligation or other term of contract concerning the software products or services, which can be considered part of the contract by law, jurisdiction or by any other means including, but not concluding any contract condition concerning composition, aim suitability and necessary accuracy) is being explicitly waived by the terms at hand as far as legitimate. In particular, ITPC is not obliged to guarantee that the software products are applicable for the intended use by the customer.
8.4. No clause of the contract can limit or rule out the liability of ITPC in the cases described below:
(i) in the case of intent or gross negligence of ITPC;
(ii) in the case of death or personal injury caused by a product that was flawed at the time it was released to customers.
8.5. Under reserve of figure 8.4. hereinabove, ITPC is not liable for any kind of lacking turnover, missed profit, loss of contract, loss of data, also neither for any indirect loss or damage nor for any consequential loss or damage, which can be ascribed to a illegitimate action (including negligence) or a breach of contract or which has come up in any other way.
8.6. Under reserve of figure 8.4. hereinabove, the liability of ITPC because of a breach of the contract, illegitimate action (including negligence) or by any other reason is limited to the amount, which the customer has paid to ITPC for the products and/or services in question.
9. Intellectual Property
ITPC reserves all rights regarding design, text, graphic, etc. on its web site. Copying or any otherreproduction of the entire web site or of parts of that web site respectively, are only allowed for the purpose of placing an order at ITPC. All other trademarks, product names or company names resp. – logos cited on that web site are wholly owned by the respective companies or individuals. ITPC reserves its copyright of illustrations, drawings, calculations and other documents. Previous to their transmission to third parties the customer needs a written approval from ITPC.
10. Data Protection
ITPC assures adherence to the clauses of the Swiss data protection law and the corresponding legal norms, when collecting, processing and using individual-related data. The incidental customer data gained on the occasion of the order handling are only used for the aim of internal marketing research. Transmission to third parties can only take place as far as absolutely necessary for the orderly service provision (order processing). The customer agrees with the use of his data for that goal. For the rest he has the right to ask for insight into the saved data about himself at any time.
11. Jurisdiction and Applicable Law
The GTC at hand and the contracts are based on Swiss law excluding the UN sales-law (CISG). Place of jurisdiction is Berne, Switzerland.
12. Final Provisions
When selling commodities specified on the online shop of ITPC, solely the GTC valid at the time of the conclusion of the contract is applicable. The GTC of ITPC supersede any general terms and conditions of the customer.
If a single condition of this GTC or any other agreement between ITPC and the customer are without effect or should become invalid that does not influence the legal effect of all other conditions. In case of invalidity of a provision it shall be replaced by a valid condition which is most closely to the economic aim of the invalid provision. The same shall be true for possible gaps. ITPC reserves the right for changes of those general terms and conditions at any time.
(c) Copyright by itp commerce ag, Bern