General Terms and Conditions with Customer Information

1) Scope of application

1. 1 These General Terms and Conditions (hereinafter ‘GTC’) of GEMCore UG (limited liability) (hereinafter ‘we/us’) apply to all contracts for the delivery of goods that you as a consumer or entrepreneur (hereinafter ‘you’) conclude with us with regard to the goods presented by us in our online shop. We hereby object to the inclusion of your own terms and conditions, unless we have agreed otherwise with you.

1.2 These GTC apply accordingly to contracts for the provision of licence keys, unless otherwise specified. In this context, we are obliged to provide a licence key for the use of the digital content or digital services described by us (hereinafter referred to as ‘digital products’) and to grant the contractually agreed rights to use the respective digital products. You do not acquire any intellectual property rights to the digital product. The respective product description provided by us is decisive for the quality of the digital product.

1.3 You are a consumer within the meaning of these General Terms and Conditions if you enter into a legal transaction for purposes that are predominantly neither commercial nor self-employed.

1.4 You are an entrepreneur within the meaning of these General Terms and Conditions if you are a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of your commercial or self-employed professional activity.

1.5 Depending on our product description, the subject matter of the contract may be either the purchase of goods by way of a one-off delivery or the purchase of goods by way of a permanent delivery (hereinafter referred to as ‘subscription contract’). In the case of a subscription contract, we undertake to deliver the contractually agreed goods to you for the duration of the agreed contract period at the contractually agreed intervals.

2) Conclusion of contract

2.1 The product descriptions contained in our online shop do not constitute binding offers on our part, but serve to enable you to submit a binding offer.

2.2 You can submit the offer using the online order form integrated into our online shop. After you have placed the selected goods in the virtual shopping basket and gone through the electronic ordering process, you submit a legally binding contractual offer with regard to the goods contained in the shopping basket by clicking on the button that completes the ordering process.

2.3 We can accept your offer within five days by sending you a written order confirmation or an order confirmation in text form (fax or email), whereby the receipt of the order confirmation by you is decisive, or by delivering the ordered goods to you, whereby the receipt of the goods by you is decisive, or by requesting payment from you after you have placed your order. If several of the above alternatives apply, the contract is concluded at the point in time when one of the above alternatives occurs first. The period for accepting your offer begins on the day after you submit your offer and ends at the end of the fifth day following the submission of the offer. If we do not accept your offer within the aforementioned period, this shall be deemed a rejection of the offer, with the result that you are no longer bound by your declaration of intent.

2.4 If you select a payment method offered by PayPal, payment will be processed by the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: ‘PayPal’), in accordance with the PayPal Terms of Use, available at https://www.paypal.com/ de/webapps/mpp/ua/useragreement-full or – if you do not have a PayPal account – subject to the terms and conditions for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If you pay using a payment method offered by PayPal that can be selected during the online ordering process, we hereby declare our acceptance of your offer at the moment you click on the button that completes the ordering process.

2.5 When you submit an offer via our company's online order form, we will store the contract text after the contract has been concluded and send it to you in text form (e.g. e-mail, fax or letter) after you have submitted your order. We will not make the contract text available in any other way. If you have set up a user account in our online shop before sending your order, the order data will be archived on our website and can be accessed free of charge via your password-protected user account by entering the relevant login details.

2.6 Before submitting a binding order via our online order form, you can identify any input errors by carefully reading the information displayed on the screen. An effective technical means of better recognising input errors can be the zoom function of your browser, which enlarges the display on the screen. You can correct your entries during the electronic ordering process using the usual keyboard and mouse functions until you click on the button that completes the ordering process.

2.7 Various languages are available for concluding the contract. The specific language selection is displayed in the online shop.

2.8 Order processing and contact are usually carried out by e-mail and automated order processing. You must ensure that the email address you provide for order processing is correct so that the emails we send can be received at this address. In particular, if you use spam filters, you must ensure that all emails sent by us or by third parties commissioned by us for order processing can be delivered.

3) Right of withdrawal

3.1 Consumers are generally entitled to a right of withdrawal.

3.2 Further information on the right of withdrawal can be found in our withdrawal policy.

3.3 The right of withdrawal does not apply to consumers who do not belong to a Member State of the European Union at the time of conclusion of the contract and whose sole place of residence and delivery address are outside the European Union at the time of conclusion of the contract.

4) Prices and terms of payment

4.1 Unless otherwise stated in our product description, the prices quoted are total prices that include statutory value added tax. Any additional delivery and shipping costs will be indicated separately in the respective product description.

4.2 For deliveries to countries outside the European Union, additional costs may be incurred in individual cases, for which we are not responsible and which must be borne by you. These include, for example, costs for money transfers by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of money if the delivery is not made to a country outside the European Union, but you make the payment from a country outside the European Union.

4.3 The payment option(s) will be communicated to you in our online shop.

4.4 If you select a payment method offered via the ‘Stripe’ payment service, payment will be processed by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter ‘Stripe’). The individual payment methods offered via Stripe will be communicated to you in our online shop. Stripe may use other payment services to process payments, for which special payment terms may apply, which will be communicated to you separately if necessary. Further information about Stripe is available on the Internet at https://stripe.com/de.

4.5 If you select the SEPA direct debit payment method, the invoice amount is due for payment after a SEPA direct debit mandate has been issued, but not before the expiry of the advance information period. The direct debit will be collected when the ordered goods leave our warehouse, but not before the expiry of the advance notification period. Advance notification (‘pre-notification’) is any communication (e.g. invoice, policy, contract) from us to you announcing a charge by SEPA direct debit. If the direct debit is not honoured due to insufficient funds in your account or because incorrect bank details have been provided, or if you object to the debit even though you are not entitled to do so, you shall bear the fees incurred by the respective credit institution for the chargeback if you are responsible for this. We reserve the right to carry out a credit check when you select SEPA direct debit as your payment method and to reject this payment method if the credit check is negative.

4.6 If you select direct debit via Stripe as your payment method, payment will be processed by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter: ‘Stripe’). In this case, Stripe will collect the invoice amount from your bank account on our behalf after issuing a SEPA direct debit mandate, but not before the expiry of the advance notification period. Advance notification (‘pre-notification’) is any communication (e.g. invoice, policy, contract) from us to you announcing a debit via SEPA direct debit. If the direct debit is not honoured due to insufficient funds in your account or because incorrect bank details have been provided, or if you object to the debit even though you are not entitled to do so, you shall bear the fees incurred by the respective credit institution for the chargeback if you are responsible for this. We reserve the right to carry out a credit check when selecting the SEPA direct debit payment method and to reject this payment method if the credit check is negative.

4.7 If you select the credit card payment method via Stripe, the invoice amount is due immediately upon conclusion of the contract. Payment processing is carried out by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter: ‘Stripe’). Stripe reserves the right to carry out a credit check and to reject this payment method if the credit check is negative.

5) Delivery and shipping conditions

5.1 If we offer to ship the goods, delivery will be made within the delivery area specified by us to the delivery address specified by you, unless otherwise agreed. The delivery address specified in our order processing is decisive for the processing of the transaction.

5.2 If the delivery of the goods fails for reasons for which you are responsible, you shall bear the reasonable costs incurred by us as a result. This does not apply to the costs of the initial delivery if you effectively exercise your right of withdrawal. If you effectively exercise your right of withdrawal, the provisions set out in our withdrawal policy shall apply to the return shipping costs.

5.3 If you are acting as an entrepreneur, the risk of accidental loss and accidental deterioration of the goods sold shall pass to you as soon as we have delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If you are acting as a consumer, the risk of accidental loss and accidental deterioration of the goods sold shall generally only pass to you or an authorised recipient upon delivery of the goods. Notwithstanding this, the risk of accidental loss and accidental deterioration of the goods sold shall pass to you, even if you are acting as a consumer, as soon as we have delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment, if you have commissioned the forwarding agent, the carrier or any other person or institution designated to carry out the shipment and we have not previously named this person or institution to you.

5.4 We reserve the right to withdraw from the contract in the event of incorrect or improper delivery to us. This only applies if we are not responsible for the non-delivery and we have concluded a specific covering transaction with the supplier with due care. We will make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, you will be informed immediately and the consideration will be refunded to you without delay.

5.5 Collection by the customer is not possible for logistical reasons.

5.6 Licence keys will be provided to you as follows: – by display on the screen

6) Granting of rights of use for licence keys

6.1 The licence key provided entitles you to use the digital product specified in our respective product description to the extent described therein.

6.2 Insofar as the licence key refers to the one-time provision of digital content, the granting of rights shall only become effective once you have paid the remuneration owed in full.

7) Contract term and termination of subscription contracts

7.1 Subscription contracts are concluded for an indefinite period and can be terminated by you at the end of each month.

7.2 The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist if, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period.

7.3 Terminations can be made in writing, in text form (e.g. by e-mail) or in electronic form using the termination facility (termination button) provided by us on our website.

8) Retention of title If we make advance deliveries, we retain title to the delivered goods until the purchase price owed has been paid in full.

9) Liability for defects (warranty) Unless otherwise specified in the following provisions, the statutory provisions on liability for defects shall apply. Notwithstanding this, the following applies to contracts for the delivery of goods:

9.1 If you are trading as a business, we shall have the choice of the type of subsequent performance; for new goods, the limitation period for warranty claims is one year from delivery of the goods; for used goods, warranty claims are excluded; the limitation period shall not recommence if a replacement delivery is made within the scope of liability for defects.

9.2 The above limitations of liability and reductions in time limits do not apply to your claims for damages and reimbursement of expenses in the event that we have fraudulently concealed the defect, for goods that have been used for a building in accordance with their normal use and have caused its defectiveness, for any obligation on our part to provide updates for digital products, in the case of contracts for the delivery of goods with digital elements.

9.3 In addition, for entrepreneurs, the statutory limitation periods for any existing statutory right of recourse remain unaffected.

9.4 If you are acting as a merchant within the meaning of Section 1 of the German Commercial Code (HGB), you are subject to the commercial obligation to inspect and give notice of defects in accordance with Section 377 HGB. If you fail to comply with the notification obligations stipulated therein, the goods shall be deemed to have been approved.

9.5 If you are acting as a consumer, you are requested to complain to the delivery agent about any goods delivered with obvious transport damage and to inform us thereof. Failure to do so shall have no effect on your statutory or contractual claims for defects.

10) Liability The seller shall be liable to you for all contractual, quasi-contractual and statutory claims, including tortious claims for damages and reimbursement of expenses, as follows:

10.1 We shall be liable without limitation on any legal grounds in the event of intent or gross negligence, in the event of intentional or negligent injury to life, limb or health, on the basis of a guarantee promise, unless otherwise stipulated in this regard, on the basis of mandatory liability such as under the Product Liability Act.

10.2 If we negligently breach an essential contractual obligation, liability shall be limited to the foreseeable damage typical for this type of contract, unless we are liable without limitation in accordance with the above clause. Essential contractual obligations are obligations that the contract imposes on us according to its content in order to achieve the purpose of the contract, the fulfilment of which is essential for the proper execution of the contract and on the observance of which you may regularly rely.

10.3 Otherwise, our liability is excluded.

10.4 The above liability provisions also apply with regard to our liability for our vicarious agents and legal representatives.

11) Applicable law

11.1 All legal relationships between you and us are governed by the law of the Federal Republic of Germany, excluding the laws on the international sale of movable goods. If you are acting as a consumer, this choice of law applies only insofar as the protection granted to you by mandatory provisions of the law of the country in which you have your habitual residence is not withdrawn.

11.2 Furthermore, this choice of law does not apply with regard to the statutory right of withdrawal for consumers who do not belong to a Member State of the European Union at the time of conclusion of the contract and whose sole place of residence and delivery address are outside the European Union at the time of conclusion of the contract.

12) Place of jurisdiction If you are acting as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is our registered office. If you are based outside the territory of the Federal Republic of Germany, our place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to your professional or commercial activity. In the above cases, however, we are in any case entitled to appeal to the court at your place of business.

13) Alternative dispute resolution We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.