General Terms and Conditions of Business for the Celemony Webshop

Exclusively the following Terms and Conditions of Business will govern business relations between Celemony Software GmbH (referred to in the following as “CELEMONY”) and the Webshop Customer. CELEMONY will not acknowledge any different terms and conditions of the Customer, unless CELEMONY has explicitly agreed to them in written form.

1. Formation of Contract
The offers featured at the CELEMONY Webshop are always subject to change without notice, unless a specific blocking period is explicitly mentioned.

All prices given include the value added tax required by law and do not include despatch costs.

Prior to submitting the online order, the Customer will be able to check and, where necessary, correct all details (e.g. name, address, form of payment and articles ordered).

By going through the CELEMONY online order placement process, entering all the information required there and clicking the button "Order”, the Customer submits its binding willingness to enter into a purchase contract with CELEMONY.

CELEMONY can accept this offer to contract (and hence enter into the contract with the Customer) within 14 days by sending either an order confirmation or the items ordered.

With products on offer by CELEMONY in file form (for downloading), the contract will come into effect upon CELEMONY permitting the Customer to download.

2. Downloading Files
CELEMONY provides the Customer who has access to Internet the opportunity of downloading files of text, audio or video content against payment onto a computer of the Customer with Internet connection.

In this respect, the Customer is conceded a personal, non-exclusive and non-transferable licence to use the downloaded file for the contractual intended purpose. The contractual intended purpose includes the duplication or transfer of the file to another data carrier (e.g. blank CD) or to another recording device solely for the personal use of the Customer. Any use in excess of that granted by the licence, in particular the letting, broadcasting, public demonstration, re-licensing of the file, rendering it available in Internet or on other electronic networks (file sharing) or any other commercial use of the file is impermissible.

Non-compliance will result in the extinguishment of the licence conceded.

Contractual relations between CELEMONY and the Customer do not include any other transfer of copyright-related industrial rights of use, ancillary copyright protection or other commercial rights (e.g. protective rights of trademark, name or title).

CELEMONY will not be liable for any temporary or permanent breakdown in the transfer of the data to the Customer’s server. CELEMONY will also not guarantee the continuous availability of the downloads on offer, e.g. upon failure of the transport provider or when maintenance work is being carried out.

To make use of the CELEMONY downloads on offer, certain technical systems are required (e.g. computer hardware, software, telecommunications services), which will incur further costs for the Customer, in particular connection fees. The responsibility for the functionality and costs of these technical systems lies solely with the Customer. In this respect CELEMONY will bear neither guarantee nor liability.

3. Consumer’s Right of Cancellation
Consumer customers will be entitled to cancel the contract subject to the following:

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, the Celemony Software GmbH,  Valleystr. 25, 81371 München, of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post 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.

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You will lose your right of withdrawal, if we have started to perform the contract after you have

1. expressly consented to us starting the performance of the contract before the withdrawal period has expired, and

2. confirmed your acknowledgment that you thereby lose your right of withdrawal.

The right of revocation does not exist for

distance contracts for the supply of goods produced according to customer specifications or clearly tailored to personal needs or which, by reason of their quality, are not suitable for return, and
for distance contracts for the delivery of audio or video recordings or of software, where the seal of the data carriers has been broken by the consumer.

Model withdrawal form

4. Delivery, Delivery Proviso, Despatch Costs, Customs Duties
It is not possible to deliver to post-box addresses. See under Despatch Notes for despatch costs.

If the Customer has effectively revoked his contract declaration according to Section 3 of these Terms and Conditions the despatch costs will be reimbursed. The regular costs of the return shipment shall be paid by the Customer if the delivered goods correspond to those ordered and if the price of the item to be returned does not exceed an amount of 40 EUR or if, at the time of revoking the order for a higher priced item, the Customer has not provided counter performance or a part-payment as agreed under the contract.

For despatch outside the EU, customs duties and import fees as well as taxes might be incurred. These will be borne by the Customer. CELEMONY has no influence on the amount of such fees and taxes and is unable to inform the Customer as to their extent. The Customer will receive information from the responsible customs authority. Under Despatch Notes you will find details of value, should these be required.

CELEMONY will only deliver for as long as stocks last. Should a supplier of CELEMONY fail to supply the items ordered, CELEMONY will, where applicable, be entitled to cancel the contract. In this case, CELEMONY will immediately inform the Customer that the product ordered is not available. Any purchase price that has possibly already been paid will be refunded immediately.

Unless otherwise agreed, delivery will be ex-stock to the delivery address supplied by the Customer.

5. Retention of Title
The goods will remain the property of CELEMONY until they have been paid for in full.

6. Payment
Customers have the choice between payment by credit card (Mastercard, Visa), via PayPal, or in advance to our bank account.

Unfortunately, it is not possible to pay by cash or by cheque. CELEMONY rules out all liability for loss!

7. Offset, Retention
The Customer will only be entitled to offset if its counterclaims have been established by declaratory judgment or have been acknowledged by CELEMONY. Moreover the Customer is only authorized to exercise a right of retention where its counterclaim is derived from the same contractual relations.

8. Terms of Guarantee
For all the products in our shop exists a legal guarantee of conformity for goods.

Unless otherwise agreed in the following, any other claims of the Customer – derived for whatever legal reason – will be ruled out. For this reason, CELEMONY will not be liable for damages generated on the article delivered itself; in particular CELEMONY will not be liable for losses in profits or for any other financial losses suffered by the Customer. Where the liability of CELEMONY is ruled out or restricted, this will also apply for the personal liability of employees, representatives and vicarious agents.

The above restriction of liability will not apply if the damages suffered are attributable to wilful intent or gross negligence or in the case of physical injury. It will also not apply if the Customer asserts claims under the Product Liability Act.

Should CELEMONY violate a significant duty of the contract, the duty to compensate for material damages will be restricted to those that are incurred typically.

All damages attributable to natural wear-and-tear, to improper use of the article and to inadequate or erroneous care will not be covered by guarantee.

CELEMONY will not be liable for the downloading of files if the cause of the defective transfer lies within the sphere of responsibility of the Customer (e.g. using non-compatible hardware and/or software) or of third parties appointed by the Customer (Internet provider, telecommunications provider).

9. Data Protection
In certain situations, such as the processing of your order, your creation of a user account, the activation of your software or any contact with our support team, personal data needs to be processed. Please see the current version of our Privacy Policy for detailed information on our use of your personal data.

10. Applicable Law
In case the customer is not a consumer, all contractual relations shall be governed by and construed in accordance with german substantive law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

11. Place of Performance and Place of Jurisdiction
Place of performance is Munich.

Jurisdiction for any and all claims and disputes arising from the contractual relations will lie with the proper courts at Hamburg, providing the Customer is a business person.

12. Participation in dispute settlement proceedings for consumers We are willing to participate in dispute settlement proceedings before a consumer conciliation board.

Information regarding online dispute resolution:
The European Commission provides an official website dedicated to helping consumers and traders resolve out-of-court disputes arising from the purchase of goods or services online. The Online Dispute Resolution website can be reached via the following link: http://ec.europa.eu/consumers/odr.

13. Clause governing the Written Form/ Severability Clause
Additional or differing arrangements will require the written form and will only then become component of the contract.
Should any of the above provisions be inoperative in whole or in part, the validity of the remaining provisions will not be affected hereby.