(1) All sales, delivery, development and installation contracts of SOFTTAILOR® GmbH are concluded exclusively on the basis of the following general terms and conditions. These general terms and conditions apply to all current and future transactions between the contracting parties without the need for a new reference to the terms and conditions.

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(2) Consumers within the meaning of these terms and conditions are natural persons with whom a business relationship is entered into without commercial or independent professional activity being attributable to them. Entrepreneurs within the meaning of the terms and conditions are natural or legal persons or partnerships with legal capacity, with whom a business relationship is entered into, who act in the exercise of a commercial or independent professional activity. Customers within the meaning of the terms and conditions are both consumers and entrepreneurs.

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(3) Conflicting conditions of the customer, even if known, are only valid if they have been expressly agreed in writing.

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(4) All ancillary agreements and contract amendments require written confirmation in order to be binding.

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(5) When using the delivered goods, the property rights of third parties must be observed.

(1) Our offers are subject to change.

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(2) In the event of calculation or printing errors in the offer, we reserve the right to correct them. We reserve the right to make technical changes as well as changes in shape, color and/or weight to the extent reasonable.

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(3) By ordering a product or service, the customer makes a binding declaration that he wants to purchase the ordered goods or service.

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(4) We are entitled to accept the contract offer contained in the order within three weeks of receipt by us. Acceptance can be declared either in writing or by delivering the goods to the customer.

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(5) If the consumer orders the goods or services electronically, we will immediately confirm receipt of the order. The confirmation of receipt does not yet represent a binding acceptance of the order. The confirmation of receipt can be combined with the declaration of acceptance.

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(6) The contract is concluded subject to correct and timely self-delivery by our suppliers. This only applies if we are not responsible for the non-delivery, in particular when concluding a congruent coverage transaction with our supplier. The customer will be informed immediately of the unavailability of the service. The consideration will be refunded immediately.

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(7) If the consumer orders the goods or services electronically, the text of the contract will be saved by us and sent to the customer by e-mail on request in addition to these terms and conditions.

(1) The consumer has the right to withdraw his declaration of intent aimed at the conclusion of the contract within two weeks of receipt of the goods. The withdrawal does not have to contain any reasons and must be explained to the seller in text form or by returning the goods; timely dispatch is sufficient to meet the deadline. In the case of software, the delivered data carrier must not have any damage to the seal.

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(2) When exercising the right of withdrawal, the consumer is obliged to return the goods if the goods can be shipped by package. For an order value of up to 40 euros, the consumer must bear the costs of returning the goods, unless the goods delivered do not match those ordered. If an order value exceeds 40 euros, the consumer does not have to bear the costs of returning the goods.

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(3) Individual software in accordance with customer specifications as well as installation services or delivery of audio and video recordings are expressly excluded from the right of withdrawal. A software data carrier that has already been unsealed or the sealed packaging of the software data carrier is also excluded from the right of withdrawal. This applies in particular to software subject to licensing, for which an individual license has been ordered from the manufacturer upon request.

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(4) The consumer must pay compensation for any deterioration caused by the intended use of the goods in accordance with Section 357 (3) BGB, provided that the use goes beyond pure testing. The consumer may check the goods carefully and carefully. The consumer must bear the loss in value which, as a result of use going beyond pure inspection, means that the goods can no longer be sold as “new”.

(1) The prices offered are valid for four months from the date of conclusion of the contract. The purchase prices in our shop are net prices and are exclusive of the currently valid sales tax of 19% (as of 1/2022). For domestic shipping purchases, the purchase price is plus a flat shipping fee of 7.80€. Except for freight-free delivery agreed in writing, shipping is carried out for the account of the customer. For shipping purchases abroad, the customer must bear the actual freight costs. The customer does not incur any additional costs when ordering by means of remote communication.

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(2) If a delivery period of more than four months has been agreed, we are entitled to pass on to the customer any increase in costs in the meantime for procurement, production, delivery, assembly, etc., including cost increases caused by legislative changes (such as an increase in sales tax) - through price increases. Delivery based on the price increase will be made after prior notification to the customer.

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(3) The agreed prices do not include installation, unless this has been contractually agreed.

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(4) The installation will be billed according to our current hourly rates, unless a flat rate has been agreed in writing.

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(1) If the buyer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods is transferred to the buyer upon delivery, in the case of shipment purchase, upon delivery of the goods to the freight forwarder, carrier or other person or institution designated to carry out the shipment. Insurance against damage of any kind is only provided at the express request of the customer and at his expense.

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(2) If the buyer is a consumer, the risk of accidental loss and accidental deterioration of the sold item is only transferred to the buyer upon delivery of the item.

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(3) If the installation service provided by us is contractually agreed, we shall bear the risk of accidental loss until the work is accepted by the customer.

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(4) Delivery is equivalent if the buyer is in default of acceptance.

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(5) If the installed system went down or deteriorated prior to acceptance through no fault on our part, we are entitled to demand the agreed price minus saved expenses. The same applies if it is impossible to install it through no fault of our own.

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(6) The customer may request a repeat of the installation within the framework of paragraph 5 if and insofar as we can expect this, in particular taking into account our other contractual obligations. A new fee must be paid for the repetition.

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(7) In the case of agreed training services on our part, which cannot be held on the agreed date through no fault of our own, paragraphs (5) and (6) also apply.

(1) As long as the customer is in default of fulfilling his contractual obligations, our delivery obligation is suspended.

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(2) Delivery periods and dates offered by us are only considered binding if they have been confirmed by us in writing.

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(3) Delivery periods begin on the date of issue of the confirmation. They are considered to have been met if the goods have left our company by the end of the delivery period or the readiness of the goods has been reported to the customer, or the goods/development (package) has been made available to the customer by electronic means (e.g. FTP server).

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(4) If we exceed the agreed delivery period, the customer may, by means of a registered letter, set us a grace period of 3 weeks, starting from the date of written notice of default by the customer, and withdraw from the contract after the deadline has expired.

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(5) The customer is only entitled to compensation due to non-performance if we or our vicarious agent caused the delay intentionally or through gross negligence.

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(6) We are entitled to provide partial services.

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(7) Should we be prevented from delivering on time due to force majeure, war, strike, lockout, traffic disruption or due to delivery difficulties on our part of suppliers, even though we have concluded a sufficient cover transaction in good time, the delivery period or delivery date will be extended by the duration of the disruptions.

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(8) If the hindrance lasts longer than three months, we are entitled to restrict, discontinue delivery or withdraw from the contract in whole or in part without the customer being entitled to subsequent delivery or compensation. In such a case, we are obliged to inform the customer immediately. In the case of a partial delivery, the customer has the right to withdraw from the entire contract if the partial delivery is of no value to him.

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(9) The installation deadline is met if, by the time it expires, the installation is ready for acceptance by the customer and, in the case of a testing provided for in the contract, to carry out it.

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(10) If installation or delivery is delayed due to the occurrence of circumstances for which we are not grossly negligent or wilfully responsible, there will be a reasonable extension of the period, insofar as such obstacles can be proven to have a significant impact on completion; this applies even if such circumstances occur after we are in default.

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(11) If we are responsible for failure to comply with binding deadlines and deadlines or are in default, and the customer is demonstrably suffering damage as a result of delay on our part, the customer may claim compensation for delay; this amounts to 0.5% in total for each full week of delay but not more than 5% of the agreed price for that part of the system to be installed by us which cannot be used in good time as a result of the delay. Any further claims are excluded, unless the delay is based on at least gross negligence on our part.

(1) The products delivered by us are intended to be used and to remain in the country of delivery agreed with the customer. The re-export of contract products is subject to approval by the customer and is subject to the foreign trade regulations of the Federal Republic of Germany, in the case of products imported from the USA, to the export control regulations of the United States of America. The customer must independently inform himself about these regulations and obtain permits on his own responsibility. The customer is liable to us for compliance with the regulations.

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(2) Insofar as the customer is based outside the Federal Republic of Germany, he is obliged to comply with the import sales tax regulations of the European Union. He must provide us with his sales tax identification number and, if applicable, its change without being asked. On request, he is obliged to provide information about his status as an entrepreneur, the use and transportation of the delivered goods, as well as regarding the statistical reporting requirement.

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(3) The customer is also obliged to reimburse us for the expenses and costs that we incur as a result of failure to provide or inaccurate information on import sales tax.

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(4) We are not liable for the consequences of incorrect or omitted information provided by the customer regarding import sales tax, unless we are responsible for intent or gross negligence.

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(1) Duty to cooperate
The client is obliged to cooperate comprehensively and immediately in obtaining all necessary information and resources necessary to create the agreed installation routines. Delays resulting from failure to comply with this agreement and are the responsibility of the client could result in additional costs that are borne by the client.”

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(2) Provision of program sources
The client undertakes to provide all necessary source files for a package on time. This also includes any additional or dependent software that may be necessary, without which the actual setup cannot be created. The client alone is responsible for ensuring proper licensing of the software provided.

The client must ensure that all sources are available in the required version.

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(3) Defining the system environment
For successful (re) packaging of an application, an explicit definition of the required system environment (PC hardware - OS - service packs - patches - installed programs - authorizations - etc.), on which the programs are to be used later, is absolutely necessary. This is the only way to carry out fair, reproducible and mutually transparent acceptance and test processes.
For off-site packaging in particular, it is necessary to define and set up a virtual system environment that corresponds as precisely as possible to the customer's system environment on which the package is to be used later.

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As a matter of principle, these virtual machines cannot 100% simulate or replace the physically used customer hardware; there may also be restrictions with regard to authorization issues, as there is usually no online connection to the customer environment. If a virtual system environment is not sufficient for successful off-site packaging, the client must provide appropriate hardware, including configuration (operating system + service packs + patches + standard applications + permissions) are provided.

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(4) Functional testing of the software provided
The client must ensure and prove upon request that the software/application provided functions correctly when manually installed and configured the original manufacturer setup. Only an application tested in this way may be made available as a source for creating a (new) setup.

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On request, we assist the client in carrying out appropriate pre-tests and documentation. These costs are agreed separately.

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(5) Handover documentation
The client must attach the following information in written or electronic form to all programs that are to be packaged:

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• Complete and precise installation instructions for manually installing all programs. An installation performed using these instructions is the basis for creating the new setup.
• Complete information about which options to select during an installation, including any necessary paths, server connections, ODBC connections, etc. It must be ensured that this information is correct and results in a functioning installation and function.
• Information about what further configurations may be necessary after an installation.
• Presentation of all dependencies and boundary conditions that are necessary for the application to function properly, such as middleware, hardware, licenses, accounts, security dependencies, etc.

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(6) Testing
The client must provide a test procedure for each individual application, which contains all details and information on how the application must be tested after installation. These instructions must be as careful and detailed as possible to avoid delivered packages being rejected due to alleged deficiencies that would have been easy to identify in advance. The same test plan must also have been used by the client to ensure and prove the correct functionality of the application. It must also be possible to successfully carry out the test on the virtual machine.

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(7) Acceptance procedure for successful acceptance of the package by the customer
The test procedure mentioned in (6) also serves as an acceptance procedure by the customer. If, after carrying out the tests described in the procedure, no errors occur and all functions function correctly as described in the test procedure, the respective package is considered approved. Should malfunctions occur at a later stage during the execution of program parts that were not listed on the test plan and therefore could not be tested, the costs of any necessary troubleshooting will be charged additionally (depending on the type of fault).

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(8) Operability
All packaged applications are transferred without errors. “Error-free” means error-free execution of the packaged applications as instructed in the transferred test procedures on a defined system environment or on the virtual machine specified for the respective job.

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A guarantee that the software is suitable for the user's purposes and works without conflict with other software that has already been installed on the target system or will be installed in the future is excluded in principle, but is sought.

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(9) Package features of the delivered setup routines, unless otherwise agreed:

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• The MSI packages are built according to industry standards for MSI best practice.
• Packages are configured for a “per machine” installation
• Packages use advertised shortcuts and file associations whenever possible to achieve maximum stability and to enable self-healing.
• Packages are created in such a way that all user-dependent parts are installed per user when run for the first time.
• Packages are created in such a way that unnecessary or repetitive “self-repair” activities are not triggered.
• All packages are validated using the WISE Validation Wizard. Fixes that could potentially affect the functionality or stability of the application, as far as possible and reasonable.
• Packages are created in such a way that they are removed as completely as possible when uninstalled, unless the integrity of user data could be compromised.
• Packages are created using PUBLIC PROPERTIES whenever possible. If “hard-coded” values are found in the setups (server names, IP addresses, etc.), these are replaced by corresponding variables (PROPERTIES).
• Microsoft Installer initiated reboots are completely suppressed

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(10) Troubleshooting
If errors occur during the execution of functions described in the acceptance procedure, the defect and its appearance must be described in sufficient detail in a written complaint that the defect can be checked (e.g. presentation of error messages) and an operating error can be excluded (e.g. by specifying the work steps).

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In the event of justified complaints, defects will be remedied free of charge if the following conditions are met:

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• The error occurs both on a standard client on site at the customer's site and on the defined VM (or a corresponding off-site customer computer). This applies when the packaged program is executed with the transferred test procedure.
• The error does not occur if the original setup is run manually under the same conditions
• The fault is discovered within one month of delivery

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Errors that occur due to lack of user permissions in the customer's system environment are eliminated free of charge if appropriate instructions have already been given in the package creation documentation on how to avoid potential authorization problems (e.g. explicit references to limited user write rights in C:\Program Files\ application and the requirement to give “Authenticated Users” write rights to this folder, for example).

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(11) Complaint
If acceptance of a package is rejected with reference to defects and it turns out that this defect cannot be reproduced under standard conditions, or if the error also occurs with the original manufacturer setup, this additional effort may be charged to the customer.

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(12) Rejection
It is a well-known and accepted fact that there are “applications” that either cannot (re) be packaged at all, or at least not recommended. In addition, there are applications where the effort required for (re) packaging is disproportionate to the benefits achieved. In these cases, we will suggest alternative solutions in consultation with the customer, such as a user-friendly and automatic execution of the manufacturer setup, etc.

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(13) Furthermore, if applications or parts of them must be installed on a server or other boundary conditions (hardware dependencies, dongle, license server,...) are the reason that (re) packaging or testing can only be carried out on site at the customer's site, these applications are not subject to the pricing model listed here. In these special cases, a corresponding agreement must be made with the customer.

(1) Unless otherwise agreed, payments are made using one of the methods offered in our shop.

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(2) Otherwise, the customer undertakes to pay the purchase price within 7 days of receipt of the goods. After expiry of this period, the customer is in default of payment. During the delay, the consumer must pay interest on the monetary debt in the amount of 5% above the base interest rate. During the delay, the entrepreneur must pay interest on the monetary debt in the amount of 8% above the base interest rate. We reserve the right to prove and assert higher damage caused by default to the entrepreneur.

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(3) Should a deferral agreement be concluded in favour of the customer, our claims become due immediately as soon as the customer defaults on the fulfilment of one or more liabilities, bills of exchange or checks go to protest, the customer stops payments, is over-indebted, has commissioned or opened settlement or bankruptcy proceedings against his assets or has refused to open the opening due to lack of substance.

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(4) In the above cases, we are entitled to reclaim reserved goods and to withdraw from the contract.

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(5) Bills of exchange are only accepted after consultation. Switching costs and discount charges are borne by the customer.

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(6) If the customer's assets deteriorate after conclusion of the contract or if the customer subsequently becomes aware of a financial deterioration already existing at the time of conclusion of the contract, we have the right, at our option, to demand advance payment or security deposits within one week.

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(7) We also have the optional right to interrupt the execution of the order and demand immediate settlement. In case of refusal, we are entitled to withdraw from the contract. In this case, the customer is not entitled to compensation.

(1) The customer has the right to offset only if his counterclaims have been legally established or have been recognized by us. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.

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(2) We reserve the unrestricted right to assign our claims to third parties.

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(3) The assignment of rights and/or transfer of the customer's obligations under the purchase contract is not permitted without our written consent. The resale of license rights by the customer to third parties is expressly excluded.

(1) To the extent permitted and not otherwise agreed, we assume no liability for the fact that the goods delivered by us do not infringe the industrial property rights of third parties. The buyer is obliged to notify us immediately if he becomes aware of such violations or is complained to him. Any legal costs must be adequately advanced.

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(2) We reserve the right of ownership and copyright to software products created by us. They may not be made available to third parties without our written consent. Copying is also prohibited without our express consent. At our request, they must be returned to us immediately. We are only liable for damages due to the infringement of any patent or other proprietary rights if we knew or should have known that such rights exist and these result in the customer being exposed to third-party claims. The amount of our liability is limited to the invoice value of the goods.

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(3) If the delivered goods have been manufactured in accordance with designs or instructions from the customer, the buyer must indemnify us from all claims made by third parties due to infringements of industrial property rights.

(1) Entrepreneurs must notify us in writing of obvious defects as well as defects that can be identified upon proper inspection within a period of four weeks from receipt of the goods; otherwise, the assertion of a warranty claim is excluded. Timely dispatch is sufficient to meet the deadline. The entrepreneur bears the full burden of proof for all eligibility requirements, in particular for the defect itself, for the time the defect was discovered and for the timeliness of the complaint. Consumers must inform us in writing of obvious defects within a period of two months after the date on which the goods were found to be in breach of contract. The receipt of the information by us is decisive for meeting the deadline. If the consumer fails to provide information, the warranty rights expire two months after the defect has been discovered. This does not apply in the event of malice on the part of the seller. The burden of proof as to when the defect was discovered lies with the consumer. If the consumer was persuaded to buy the item due to incorrect manufacturer statements, he bears the burden of proof for his purchase decision. In order to prove warranty claims or warranty claims, the customer is obliged to present the warranty certificate together with the invoices when making a claim.

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(2) When sending in the devices to be repaired, the buyer must ensure that files on them that are essential to him are backed up by copies, as these may be lost during repair procedures.

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(3) If the buyer is an entrepreneur, we will initially, at our option, provide warranty for defects in the goods by means of repair or replacement delivery. If the buyer is a consumer, he first has the choice of whether the rectification should be carried out by repair or replacement delivery. However, we are entitled to refuse the type of subsequent performance chosen if it is only possible with disproportionate costs and the other type of subsequent performance remains without significant disadvantages for the consumer.

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(4) No new warranty periods come into force as a result of the replacement of parts, assemblies or entire devices. In the case of installations, our liability for the resulting damage is waived as a result of improper changes made by the customer or third party.

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(5) If, after two attempts on our part, the subsequent performance fails, the customer may, in principle, demand a reduction in the remuneration (reduction) or cancellation of the purchase contract (withdrawal). However, in the event of only a minor lack of contract, in particular only minor defects, the customer has no right of withdrawal.

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(6) If the customer chooses to withdraw from the contract due to a legal or material defect following failed subsequent performance, he is also not entitled to any claim for compensation due to the defect. If the customer chooses compensation following failed subsequent performance, the goods remain with the customer if this is reasonable for him. Compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have fraudulently concealed the breach of contract.

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(7) If the customer is an entrepreneur, claims for damages - in particular also for subsequent damage - can only be asserted against us if the possible damage is based on an intentional or grossly negligent breach of contract on our part.

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(8) For entrepreneurs, the warranty period is one year from delivery of the goods. For consumers, the limitation period is two years from delivery of the goods. This does not apply if the customer has not reported the defect to us in good time (section 1 of this provision).

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(9) If the buyer is an entrepreneur, only the manufacturer's product description is generally considered as agreed as the quality of the goods. In addition, public statements, promotions or advertising by the manufacturer do not represent an indication of the quality of the goods in accordance with the contract.

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(10) The customer does not receive any guarantees in the legal sense from us. Manufacturer warranties remain unaffected by this.

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(11) The software installations packaged by us are created to the best of our knowledge and belief and in accordance with current industry standards. However, problems can never be completely ruled out, as is well known, particularly in the area of software.

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Liability for the absence of a specific quality is hereby excluded.

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In particular, we assume no liability for the use of the software packaged by us in the customer's system environment.

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The customer alone must ensure appropriate testing of the packages before use in their live system environment and document this accordingly.

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He is responsible for carrying out appropriate data backup measures himself.

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In the event of a claim against our company due to warranty or liability, contributory fault on the part of the user must be adequately considered, in particular in the event of inadequate error messages or inadequate data backup. Inadequate data backup exists in particular when the user has failed to take appropriate, state-of-the-art security measures against external influences that may endanger individual data or an entire database.

(1) In the case of contracts with consumers, we reserve title to the goods until full payment of the purchase price. In the case of contracts with entrepreneurs, we reserve title to the sold or installed goods until full payment of all our claims arising from the business relationship, even if the purchase price for specially specified claims has been paid.

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(2) The customer may only dispose of the objects subject to retention of title to the extent that they are to be processed, installed or resold in the ordinary course of business.

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(3) The customer is obliged to immediately notify us of third-party access to the goods, for example in the event of seizure, as well as any damage or destruction of the goods. The customer must immediately notify us of any change of ownership of the goods and of their own change of residence. In the event of resale of the goods, the entrepreneur hereby assigns his claims to us. We reserve the right to collect the claim ourselves as soon as the entrepreneur fails to properly meet his payment obligations and is in default of payment. Where appropriate, the entrepreneur has also retained ownership of the objects to us vis-à-vis his customers by way of extended retention of title. The costs arising from our intervention are borne by the customer.

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(4) We are entitled to withdraw from the contract and demand the return of the goods if the customer acts contrary to the contract, in particular in the event of late payment or breach of a contractual obligation.

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(5) The processing and processing of the goods by the entrepreneur is always carried out in the name and on behalf of us. If processing takes place with objects that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the goods delivered by us to the other processed objects. The same applies if the goods are mixed with other objects that do not belong to us.

(1) The law of the Federal Republic of Germany applies. The provisions of the UN sales law do not apply.

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(2) The place of fulfilment for both parts is the headquarters of our commercial branch in Darmstadt.

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(3) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is Darmstadt. The same applies if the customer has no general place of jurisdiction in Germany or does not know the place of residence or habitual residence at the time the action is brought.

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(4) Should individual provisions of the contract with the customer, including these terms and conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Instead of the ineffective provision, the effective provision shall be deemed to have been agreed which corresponds to the meaning and purpose of the ineffective provision. In the event of gaps, the provision is considered agreed which corresponds to what would have been agreed in the spirit and purpose of this provision had the matter been considered from the outset.