Terms and Condition

1. Scope of Application

These General Terms and Conditions apply to all contracts of Speed Step, and its customer on an exclusive basis. Customer terms that differ from or conflict with these General Terms and Conditions shall not be formally recognized. These Conditions shall also apply if Speed Step provides services in the knowledge of contrary or differing Customer General Terms and Conditions. For contracts with Speed Step, the Speed Step License Conditions and Speed Step product specifications are also to be regarded as forming part of these General Terms and Conditions.
 
2. Applicable Law, Jurisdiction

The laws of the Federal Republic of Germany are applicable for this contract, to the exclusion of the United Nations Convention on the International Sale of Goods.
Germany shall be stipulated as the exclusive place of jurisdiction for disputes resulting from or relating to this contract insofar as the Customer has a general place of jurisdiction in Germany and is a businessman, corporate entity operating under public law or a public separate-assets firm.
This place of jurisdiction also applies if the Customer has no general place of jurisdiction (i.e. residence) in Germany and is not a user who falls under the general jurisdiction of the European Union, Norway, Iceland, or Switzerland.

3. Products of Speed Step

The software products of Speed Step for online are distributed or provided for use exclusively in accordance with the Speed Step License Conditions and the relevant Speed Step product specifications. Speed Step is a registered trademark of Speed Step, Germany.
 
4. Place of Execution, General Matters

  1. In principle, the place of execution and place of payment concerning all direct contractual relationships with Speed Step, Germany. Statutory regulations concerning places of jurisdiction are not affected.
  2. Information published or issued directly by Speed Step does not constitute a contractual offer and is non-binding.
  3. Speed Step reserves all rights (especially proprietary rights, usage rights, and copyrights) to all information, software trials, and software trial accesses remaining from contractual negotiations.
  4. Legally binding declarations or notifications that the Customer must submit to Speed Step or a third party must be provided in writing; this shall not apply to the cases envisaged in section 312 d of the German Civil Code (BGB) (consumer revocation pursuant to point 11).

5. Online Shops

  1. Speed Step operates online shops at www.SpeedStep-shop.com, (under “Buy” on those sites) through its company Speed Step, Raiffeisenstrasse 5f, 63110 Rodgau, Germany.
  2. Upon conclusion of purchase with Speed Step, the Customer further agrees with Speed Step that the Speed Step License Conditions (EULA) and the relevant Speed Step product specification shall also apply.

 
6. Direct Procurement from Speed Step, Contractual Term, Termination

  1. Outside the online shops, the Software license can also be procured directly from Speed Step. The Customer can procure a purchase license, according to their choice.
  2. Orders placed by the Customer outside the online shops (e.g. by post, fax or telephone) for the procurement of the Software in return for payment represent contractual offers that are binding on the Customer. Acceptance of such contractual offers by Speed Step is only by express declaration or by the sending of a license code by email for access to the Software ordered.
  3. With the lease license, the Customer acquires, for the duration of the lease relationship, a right of use of the software in accordance with the license conditions (EULA) and the relevant product specification.
  4. The rental fee for the stipulated contractual period must be paid in full in advance and is due upon contract conclusion.
  5. The lease will automatically be renewed at the end of the original concluded contractual period (contractual duration) by an additional lease with the same duration and terms, provided that the contract is not terminated in writing through the receipt of one (1) month written notice submitted before the end of the on-going contractual period.
  6. With the purchase license (“Lifetime License”), the Customer acquires a right of use of the Software in accordance with the license conditions (EULA) and the relevant product specification.
  7. The agreed payment is due in full upon conclusion of the contract.
  8. In the event of procurement in return for payment, access to the use of the Software will be made available to the Customer at the latest within one day of conclusion of the contract, by the sending of an access code by email.

 
7. Private Non-Commercial Use for Free

  1. Speed Step allows its customers to use the Software exclusively for private and non-commercial purposes for free, and to this end makes the client Software and executable file available for downloading under the Speed Step license conditions (EULA). The download offers represent offers to conclude an agreement according to these General Terms and Conditions and the Speed Step license conditions (EULA), which the Customer accepts by activating the download or starting to use the Software. Speed Step does not require access to this declaration of acceptance by the Customer.
  2. Speed Step is entitled to terminate the contractual relationship at any time by suspending the functionality of the Software.

8. Liability for Defects

Speed Step is liable for any software defects pursuant to the legal regulations with the following restriction: Speed Step’s no-fault liability for damage compensation for defects existing at the time of contract conclusion pursuant to section 536a of the German civil code (BGB) shall be excluded. Other bases for liability shall remain unaffected.
 
9. Liability for Damage

  1. Speed Step’s liability for infringements of contractual obligations and in tort is limited to wilful intent and gross negligence.
  2. This is not applicable to injury to life, limb or health, claims due to the breach of cardinal obligations or compensation for damages due to delay (section 286 of the German civil code [BGB]). In this respect, Speed Step is liable for every degree of fault. Cardinal obligations are those fundamental rights and obligations that result from the nature of the contract and whose ramification would endanger the purpose of the contract and on whose adherence the contractual parties may regularly rely on. Liability for breach of cardinal obligations on the basis of ordinary negligence is limited to foreseeable and typically arising damage.
  3. In addition, in the event of private and non-commercial use of the software for free, Speed Step is liable for damage arising as a result of a software defect only if the defect in question has been deliberately concealed by Speed Step.
  4. Insofar as liability is not excluded for damages due to slight negligence that do not involve injury to the customer’s life, limb or health, or for slight negligence, or for breach of cardinal obligations, such claims expire one year from the initiation of the claim.
  5. Insofar as liability for damages is excluded or limited for Speed Step, it is also applicable to personal liability for damage compensation for Speed Step employees, representatives, and agents.
  6. Liability under the German product liability act shall remain unaffected.

 
10. Corporate Customers

Customers who have concluded the contract with Speed Step in the exercise of an entrepreneurial, independent, commercial activity (on either a freelance or a commercial basis), and are therefore not consumers as envisaged in section 13 of the German Civil Code (BGB), are not accorded any right of revocation pursuant to point 11.
 
11. Remuneration and Terms of Payment

  1. The remuneration to be paid by the consumer follows from the confirmation of order. The prices for goods delivered include transportation and packaging in case of the delivery of physical objects. In case of an order for a download through the internet, Speed Step bears the costs for making the software available for the download through the internet, and the consumer bears the costs for the download of the software.
  2. Payments must be made in advance unless otherwise agreed. Speed Step reserves the right in the event of default in payment to retain deliveries, partial deliveries and/or services until full payment has been made, and to demand default interest in the amount fixed by law as well as compensation for further loss caused by default. No discounts are granted.
  3. The consumer can assert a right of retention only for counter-claims arising from this contractual relationship. The consumer can set off claims only if they have been awarded by final judgement or are undisputed.
  4. If the consumer exercises his or her cancellation right, he or she must bear the regular costs of returning the goods if the goods delivered were the goods ordered and if the price of the thing to be sent back does not exceed an amount of € 40 or if, in the case of a higher price for the thing, you have not yet paid the price or made a contractually agreed partial payment at the time of cancellation. Otherwise the consumer can return the goods cost-free.

 
12. Customer Obligations and Contractual Penalties

  1. The Customer must observe the duties arising from the license conditions (EULA). In some instances these duties are subject to a contractual penalty (8.1 of the license conditions).
  2. In addition the Customer is also under a contractual obligation to observe statutory conditions, and in particular undertakes not to transmit any unlawful content.
  3. Customer must ensure to always use correct account information as well as payment information such as E-mail addresses and credit card information.
  4. Customer is reliable for the security of his account, especially its password, and must prevent any improper use by a thrid party.

 
13. Fees and Payment Terms

  1. In principle, advertised and agreed payments are understood as inclusive of VAT at the statutory rate as far as consumers are concerned, and exclusive of VAT at the statutory rate for businesses. For businesses, any customs or other public levies arising are also not included and are to be borne by the business in question.
  2. Invoices from Speed Step must be settled within fourteen (14) days of receipt. Speed Step reserves the right to send invoices uniquely in electronic form accompanied by a certified electronic signature.

 
14. Overdue Customer Payment

Should the Customer be over three (3) months overdue in settling an invoice for a contractual period or for an important part thereof, Speed Step reserves the right to retain its services unpaid up to that point and to terminate the contract without prior notice after a warning has been issued.
 
15. Limitation of Speed Step Claims

Contrary to section 195 of the German Civil Code (BGB), Speed Step’s claims to payment expire after five (5) years have elapsed. Section 199 of the German Civil Code (BGB) is applicable from the start of the expiration period.
 
16. Offsetting

Offsetting rights of the Customer apply only if their claims are the subject of a final and conclusive judgment, or are uncontested, or have been acknowledged by Speed Step.
 
17. Identification of References

Speed Step shall be granted the right to identify the Customer who is not a consumer as a reference customer for the purpose of advertising Speed Step Software by providing their company name, brand or company logo as well as its URL (e.g. identification on website and on printed advertising material). The Customer may revoke his or her consent for the future by providing written notification.
 
18. Infringement When Using Speed Step

In the event of strong suspicion that infringements are arising during Customer access to Speed Step servers, Speed Step reserves the right to suspend its functionality. The Customer shall immediately be informed thereof.
 
19. Data Protection

Both Speed Step and the Customer are obligated to adhere to data privacy regulations. In accordance with the data protection declaration, Customer data will be used exclusively for the purpose of the conclusion and performance of the contract and for customer information and market analysis, and will be treated confidentially. They shall only be potentially passed on to third parties within this framework, who shall also be bound to confidentiality by Speed Step.
 
20. Agents

Speed Step is authorized to employ third parties of its choice in order to fulfill its contractual obligations.

21. Waiver

If customer breaches these Terms and Conidtions and Speed Step does not take action, Speed Step will still be entitled to use its rights and remedies in any other situation where customer breaches these Terms and Conidtions.

22. Force Majeure

None of the parties is obligated to fulfill contractual obligations in the event of and for the duration of force majeure. The following circumstances shall be particularly considered as force majeure: technical Internet problems that a party cannot control, explosion/fire/flooding beyond the party’s reasonable control, war, mutiny, blockade, embargo, or a labour dispute lasting for more than six (6) weeks and which is not caused by the party. Each contracting party must immediately inform the other of such an occurrence in the event of force majeure in written form, insofar as this is possible.

23. Contact details

Speed Steps contact details are as follows:

Speed Step IT solutions for fashion companies GmbH
Raiffeisenstraße 5f
63110 Rodgau, Germany

Registered at district court of Offenbach a.M.
Registration No.: HRB 48520
Ust.-ID No.: DE301066876