General Terms and Conditions (GTC)

As of July 1st 2020

1. Subject of the contract

The following general terms and conditions (GTC) apply to all services and deliveries of LiveConfig GmbH, Am Weichselgarten 7, 91058 Erlangen (hereinafter referred to as “LiveConfig”) to the contractual partner (hereinafter referred to as “customer”). In the case of deviating or supplementary agreements - in particular contradicting terms and conditions - LiveConfig’s express written consent is required. All orders as well as any special assurances from LiveConfig require the written (order) confirmation by LiveConfig. This requirement can only be waived on the basis of a written agreement.

LiveConfig reserves the right to change these terms and conditions. The customer will be notified of any changes by email or post. Instead of the complete text, a reference to a LiveConfig website from which the complete text can be retrieved is sufficient. If the customer doesn’t object to the changes in writing (post, fax, e-mail) within six weeks, they are considered accepted. If the general terms and conditions are changed to the disadvantage of the customer, he can terminate the contract without notice within six weeks of the announcement of the changes.

2. Offers, type and scope of the service, fees

Offers from LiveConfig (both individual and those published on the LiveConfig website) are non-binding and subject to change.

The scope of services results from the customer’s order or the order confirmation by LiveConfig. The prices and services correspond to the product descriptions and price information valid on the date of receipt of the order by LiveConfig and published on their website, unless individual agreements have been made.

LiveConfig reserves the right to adjust the prices for their services at any time, for long-term service contracts at the beginning of a new billing period. If the adjustments are made to the disadvantage of the customer, they will be informed by email or post. If the customer does not object to the changes in writing (post, fax, e-mail) within six weeks, they will be considered accepted afterwards. Otherwise, the customer has a special termination right without notice to the end of the already paid billing period for six weeks from the announcement of the price changes. Known price increases at the time of the order (e.g. due to the expiry of a limited-time special offer or already known increase of taxes or fees) do not give a special right to terminate the contract. If the sales tax is increased, LiveConfig is entitled and if it is reduced, LiveConfig is obliged to adjust the prices accordingly at the time they become effective, without the customer being entitled to object.

LiveConfig is free to use newer or different technologies, systems, processes or standards than initially offered to provide the services in the course of technical progress, provided that this does not result in any disadvantages for the customer.

3. Terms of payment

LiveConfig is entitled to invoice appropriate advance payments in consultation with the customer. Unless otherwise agreed, payments are to be made immediately after receipt of the invoice without any deduction. If the customer has given authorization to collect by direct debit (or a comparable procedure), the direct debit will not be submitted before the expiry of an agreed payment period.

Recurring fees are generally billed in advance for the agreed billing period; variable fees either at the beginning of the following month, the next billing period or at the time of the service or delivery.

The customer must also pay for the costs that other people, authorized or unauthorized, cause with their access data, unless the customer is not responsible for this. In this case the customer has to prove that he is not responsible for this. LiveConfig supports the customer in some areas in limiting any charges that may arise through appropriate technical protective measures.

In case of late payment, LiveConfig can charge a reminder fee. With the delivery of a second reminder, LiveConfig is entitled to discontinue current services without notice until the claims have been fully paid.

The customer undertakes to notify LiveConfig immediately of any changes to the bank details if a direct debit authorization exists. The customer is obliged to reimburse the costs and fees incurred due to possible chargebacks, unless LiveConfig is responsible for them.

4. Reservation of title

LiveConfig retains ownership of the delivered products and services until the purchase price has been paid in full and until all, including future (balance) claims have been met. The customer cannot acquire ownership of the delivered products by installing them in other devices. If the customer installs products by LiveConfig in third-party goods, LiveConfig becomes co-owner of the newly created products in the ratio of the value of their products to the third-party goods used. The products created in this way are deemed to be reserved goods by LiveConfig.

5. Delivery dates

Delivery dates and deadlines are binding if LiveConfig has designated them as binding in individual cases. Otherwise, all delivery dates or deadlines are non-binding. If the failure to meet a deadline is due to unforeseen obstacles beyond LiveConfig’s influence, the deadline will be extended accordingly.

In the event of a delay in delivery of goods, the customer has the right to withdraw from the relevant delivery contract free of charge after the unsuccessful expiry of a reasonable grace period. In the event of a delay in delivery of services, the customer has the right to a reduction in the total price depending on the scope of the outstanding services, up to a maximum of 50% of the total price.

Any claims for damages by the customer due to late delivery or performance are limited to 0.5% of the respective order value for the period of delay per completed week. LiveConfig reserves the right to prove that no or less damage has occurred. LiveConfig assumes no further liability in the event of a delay in delivery. The limitations of liability do not apply in the event of intent or gross negligence, or in the event of injury to life, limb or health.

LiveConfig is entitled to perform the service in partial deliveries. The payment periods mentioned above apply accordingly.

7. Warranty

7.1 Warranty for delivered goods, systems and software

LiveConfig guarantees that the products are free from material and manufacturing defects at the time of transfer of risk. LiveConfig undertakes to repair or replace faulty products at its own discretion. LiveConfig guarantees that the software complies with the specifications listed by LiveConfig in the program documentation and that it has been created with the necessary care and expertise. Nevertheless, according to the current state of the art, it is not possible to completely exclude errors in software.

The customer bears the responsibility for the selection of the software functions, the use, as well as the results achieved thereby. LiveConfig will correct software errors, which not only negligibly impair the intended use, at LiveConfig’s choice and depending on the significance of the error, either by delivering an improved software version or by providing information on how to eliminate or circumvent the effects of the error. If the repair or replacement delivery fails twice, the customer has the right to demand a reduction of the payment or to withdraw from the contract free of charge.

7.2 Warranty for services provided

LiveConfig guarantees that all services provided correspond to the specifications and scope as they were made in the respective written agreement including all changes and extensions. LiveConfig undertakes to repair improperly performed services for the customer free of charge. LiveConfig guarantees that all services provided have been performed with the necessary care and expertise. Nevertheless, with the current state of the art, complete exclusion of errors is not possible.

The customer has the right to demand a reduction of the payment or to withdraw from the contract if two rectifications have failed.

Regarding the accessibility of Internet services (e.g. APIs, license portal) LiveConfig guarantees an availability of each individual system of at least 99.5% per year, unless otherwise agreed. This does not include technically necessary maintenance work that has been announced in advance, and downtimes that are beyond LiveConfig’s area of influence. LiveConfig endeavors to announce necessary maintenance work to its customers as early as possible and to carry them out at times when the disruption caused by the failure is the least.

7.3 General regulations

The customer grants LiveConfig the time and opportunity necessary to remedy the defect at its reasonable discretion. If the customer refuses this, LiveConfig is released from the guarantee. Any warranty is void if a possible error is due to the fact that the customer or a third party has changed, improperly used or repaired products / goods without the consent of LiveConfig or that the products / goods have not been installed, operated and maintained in accordance with the LiveConfig guidelines. Unless otherwise agreed, the warranty obligation is 24 months for consumers and 12 months for business customers; for spare parts, repairs and spare part deliveries or replacement services that take place after the original grant period, 6 months. The warranty obligation basically begins with the delivery of the products to the customer; if the LiveConfig products are installed, the warranty period begins with the notification of operational readiness. For services, the warranty period begins with the notification of completion or with the provision for the customer.

8. Liability

LiveConfig is only liable for damage caused by LiveConfig, its legal representatives or one of its vicarious agents through intent or gross negligence.

LiveConfig is expressly not liable for lost profits, missing savings, disadvantage from third party claims and other direct disadvantage. Likewise, LiveConfig is not liable for the correct functionality of components and infrastructures of the Internet that are outside the responsibility of LiveConfig.

Claims for damages expire one year after knowledge of the cause of the damage.

9. Privacy, confidentiality, and security

The customer is hereby informed that his personal data are recorded in machine-readable form and are processed automatically for the tasks arising from the contract. The collection, processing and use of all personal data at LiveConfig is subject to the legal regulations.

A detailed data protection declaration is available at https://www.liveconfig.com/en/privacy.

Personal data is only stored for the duration of the contractual relationship and deleted after it has ended properly (including after all claims have been paid) or after the statutory retention periods have expired.

Both contractual partners - the customer and LiveConfig - expressly undertake to treat all information obtained within the contractual relationship as confidential and to ensure that it is kept secret, unless this information is intended to be made available to third parties or is already known to them. This confidentiality obligation also applies beyond the end of the contractual relationship.

If the customer becomes aware of security issues at LiveConfig, he undertakes to immediately inform LiveConfig of these for rectification. Exploiting such gaps or publication is strictly prohibited and entitles LiveConfig to terminate the contractual relationship without notice.

In return, LiveConfig undertakes to promptly remedy any security gaps and to inform the customer about them.

10. Miscellaneous

The law of the Federal Republic of Germany applies, excluding the the UN sales law.

If the customer is a merchant or a legal entity under public law, Erlangen is agreed as the place of jurisdiction and place of performance for both contractual partners.

The ineffectiveness of one or more of the provisions above does not affect the effectiveness of the remaining provisions.