Terms and Conditions
General Terms and Conditions, License, and Usage Conditions of STiNO GmbH
Our terms and conditions aim to regulate the business relationship between you and STiNO GmbH in a binding and fair manner for all parties involved. The following General Terms and Conditions of STiNO GmbH serve as the basis for any order and contract for services, products, or content. By registering (even if free services are utilized) or placing an order, you acknowledge and confirm your awareness and acceptance of these General Terms and Conditions. You can review the terms and conditions here and download or print them if necessary.
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General Provisions
1. Scope, Changes, Contract Commencement
1. These General Terms and Conditions (GTC) of STiNO GmbH (hereinafter referred to as STiNO) apply to all services and products offered by STiNO GmbH. The regulations relating to individual services apply even if several services are provided under a contractual relationship.
2. STiNO provides all services and delivers products exclusively based on these GTC. This also applies if the customer uses general terms and conditions that contain conflicting or deviant terms. The GTC outlined here apply even when STiNO executes an order without reservation, knowing of conflicting or divergent terms from the customer.
3. STiNO can amend these GTC with reasonable notice. If the customer does not object to the amendment within a timeframe set by STiNO, the amendment is considered approved. STiNO will inform the customer in the notice of amendment that the change will take effect unless the customer objects within the given timeframe.
4. STiNO may announce the full text of the GTC via a link that can be accessed on the internet.
5. A valid contract requires the provision of complete and accurate data.
6. The contract is concluded upon activation of the access identification, the provision of the license keys, or the delivery of goods by STiNO concerning the main contractual component.
2. Services of STiNO
1. The scope of the individual software or services is determined by the current description of the software, hardware, or service at the time of the order.
2. All servers in the data centers commissioned by STiNO are connected to the internet through a complex system architecture. Incoming and outgoing data traffic is directed through routers, load balancers, switches, etc., each allowing a specific maximum data throughput rate. There is no direct connection from individual servers to the handover points to the internet. For technical reasons, the data traffic capacities for groups of servers at specific points are limited. An increased data traffic load to or from individual servers may result in the maximum possible data throughput rate not being available to these servers and any other servers that are technically linked to them. In such cases, the data throughput rate is distributed among the connected servers. The same applies to internet presences that share a server. In cases of increased data traffic, the data traffic capacities are distributed among the technically linked internet presences.
3. The availability of STiNO servers and the data paths to the handover point to the internet (backbone) is at least 98% on an annual average. STiNO points out to the customer that restrictions or impairments of the services it provides may occur that are outside of STiNO's control. This includes actions of third parties who do not act on behalf of STiNO, technical conditions of the internet that cannot be influenced by STiNO, as well as force majeure. If such circumstances affect the availability or functionality of the services provided by STiNO, this will not affect the conformity of the services rendered by STiNO.
4. STiNO and the commissioned data centers perform regular maintenance on their systems to ensure network operation security, maintain network integrity, interoperability of services, and data protection. For this purpose, STiNO may temporarily suspend or limit its services, considering the customer’s interests, provided there are objective grounds justifying it. STiNO will, if possible, carry out maintenance during low usage times. If longer temporary suspensions or limitations of service are necessary, STiNO will inform the customer about the nature, extent, and duration of the impairment beforehand, as far as it is objectively possible under the circumstances and providing such information does not delay the removal of already occurred interruptions.
5. STiNO may change its services as long as this is reasonable for the customer, taking into account the interests of both the customer and STiNO.
6. If necessary and reasonable, the customer must cooperate with any changes, for example, by re-entering access data or making simple adjustments to their systems.
7. Free services and services provided, such as test accounts, can be terminated by STiNO at any time without notice and without providing reasons.
8. In cases of free services provided, links, references to the portal, or indications of sponsors must not be removed.
3. Payment Terms
1. Unless otherwise agreed, all prices are ex-works Landsberg, exclusive of freight, insurance, customs, agreed installation, foreign taxes, etc., plus the applicable value-added tax.
2. The prices in effect on the day of the order apply for orders unless otherwise agreed.
3. Payment must be made exclusively in advance.
4. If STiNO has its own claims against the customer—regardless of the legal reason—we reserve the right to withhold performance until full payment of our claims is made by the customer.
5. Fees for software rental, services, and content are payable in advance for the duration of the contract.
6. STiNO may change the prices at the beginning of the next contract term with reasonable notice of at least one month. If the customer does not object to the change within a reasonable time set by STiNO, the change is deemed approved. STiNO will inform the customer in the notice of change that the change will take effect unless the customer objects.
4. Performance Freedom, Delivery Time, Partial Delivery, Right of Withdrawal, Transfer of Risk Upon Delivery
1. Timely and correct self-supply is reserved, provided that we have not assumed any guarantee of performance success and further, as long as we have not assumed any procurement risk.
2. The beginning of the delivery time stated by us starts with the receipt of payment and requires the receipt of all documents and information to be supplied by the customer and the clarification of all details of the order, especially all technical questions. Partial deliveries are permissible as long as they are reasonable for the customer.
3. We are not responsible for delivery delays due to force majeure or other circumstances not caused by us, specifically traffic and operational disruptions not attributable to us, strikes, lockouts, shortages of materials, or war, as long as we have not assumed any guarantee concerning performance success and as long as we have not assumed any procurement risk. If we cannot deliver within the agreed delivery period due to such circumstances, the delivery period will be reasonably extended. If a delivery obstacle exists beyond the reasonably extended deadline, we are entitled to withdraw from the contract.
4. If we cannot meet the agreed delivery time, the customer is obligated, at our request, to declare within a reasonable period whether they still insist on the delivery. If they do not make a declaration, we are entitled to withdraw from the contract or to terminate the contract after the expiration of a reasonable period.
5. Unless otherwise stated in the order confirmation, delivery is agreed "ex-works Schwentinental." Shipping takes place at the customer's risk, even if delivered from a different place of performance—and even with freight-free delivery and/or delivery by our own staff or vehicles.
6. If delivery by us is agreed, the customer must provide qualified personnel in good time and any necessary technical equipment (e.g., forklift) to ensure a smooth unloading process. It is assumed that the vehicle can drive directly to the unloading area and can be unloaded immediately. If these conditions are not met, any additional costs incurred will be charged separately.
5. Claims for Defects in Goods Delivered
1. Delivered goods must be inspected by the customer, as far as is practicable in the ordinary course of business, immediately, but no later than one week after delivery. If a defect is found, it must be reported to us without delay, at the latest within one week after delivery. If the customer fails to report it, the goods are considered approved, unless there is a defect that was not recognizable during inspection. If such a defect appears later, the report must be made without delay after its discovery; otherwise, the goods are also considered approved regarding this defect. §§ 377 and 381 HGB remain unaffected.
2. The customer's inspection obligation is not waived even in the case of recourse by the entrepreneur according to § 478 BGB. If they do not report a defect asserted by their buyer immediately in such cases, the goods are also considered approved regarding that defect.
3. In the event of subsequent fulfilment due to defects, we are only obliged to cover the necessary expenses, particularly transport, travel, and labor costs incurred at a location other than the customer’s registered office or commercial establishment where the delivery was made. (This clause does not apply in the case of recourse according to § 478 BGB.)
4. The customer's claims for defects, including claims for damages, expire one year after delivery of the goods. This does not apply in the case of recourse according to § 478 BGB and also does not apply in the cases of §§ 438 Abs. 1 Nr. 2 BGB as well as § 634a Abs. 1 Nr. 2 BGB. This also does not apply to claims for damages due to injury to life, body, or health, or due to gross negligence or intentional breach of duty by us or our agents.
5. The return of goods must occur at the purchaser's expense. Goods sent freight collect will not be accepted. Repair shipments must generally include a copy of the invoice or delivery slip, as well as a detailed description of the defect.
6. Customer Obligations
1. STiNO is liable for damages only in cases of intent and gross negligence on the part of STiNO or one of its agents. If STiNO or one of its agents violates an essential contractual obligation (cardinal obligation) in a manner that jeopardizes the purpose of the contract, liability is limited to the typical damage that STiNO could have reasonably foreseen at the time of the conclusion of the contract, unless the breach of duty occurs intentionally or grossly negligently.
2. This limitation does not apply in cases of injury to life, body, and/or health, and in liability under the Product Liability Act.
3. The liability exclusions and limitations in section 1 apply not only to contractual claims but also to other claims, especially tort claims. They also apply to claims for reimbursement of futile expenses instead of performance.
4. Liability arising from the assumption of a procurement risk only applies if we have explicitly assumed the procurement risk in writing.
5. The reverse burden of proof is not associated with the above provisions.
6. Rights in case of defects (formerly warranty) STiNO guarantees that the delivered items fulfill the function and performance characteristics contained in the product description valid at the time of the conclusion of the contract or specifically agreed upon. Technical data or quality descriptions issued by STiNO do not constitute guarantees unless they have been explicitly confirmed as such by STiNO. The customer is informed that, according to the current state of technical development, defects in software cannot be completely ruled out. Typically, maintenance of the software is performed through updates that address errors recognized by both the customer and the software manufacturer. The customer must accept reasonable implementation times for the errors in producing updates.
7. Limitation of Liability
RESPONSIBILITY AND RISK FOR THE USE OF THE SOFTWARE AND THE CONTENT AND INFORMATION CONTAINED THEREIN LIES SOLELY WITH THE CUSTOMER.
STiNO AND THEIR DIRECTORS, OFFICERS, EMPLOYEES; SHAREHOLDERS, PARTNERS, LICENSE PROVIDERS, OR AGENTS ARE IN NO EVENT RESPONSIBLE FOR ANY INCIDENTAL, INDIRECT, OR ACTUAL CONSEQUENTIAL DAMAGES AND CONSEQUENTIAL OR EXCESSIVE DAMAGE AWARDS OF ANY KIND (INCLUDING DAMAGE AWARDS FOR INCURRED FINANCIAL LOSSES, INTERRUPTION OF COMMUNICATION, LOSS OF BUSINESS INFORMATION, OR OTHER FINANCIAL LOSSES) IN CONNECTION WITH ANY CLAIMS, DAMAGES, ACTIONS, OR PROCEDURES ARISING FROM THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OF THE SOFTWARE AND YOUR ACCESS TO THE WEBSITE AND ITS CONTENT OR PARTS THEREOF AND THE RIGHTS GRANTED TO YOU THEREIN, EVEN IF STiNO HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IT DOES NOT MATTER WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE); VIOLATION OF COPYRIGHT OR OTHER REASONS.
IN SOME COUNTRIES, LIMITATIONS OF LIABILITY OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARE NOT PERMITTED. AS A RESULT, THERE IS A POSSIBILITY THAT THE ABOVE LIMITATION OF LIABILITY OR EXCLUSION OF LIABILITY DOES NOT APPLY TO YOU. WITHIN THESE JURISDICTIONS, STiNO'S LIABILITY OR THAT OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSE PROVIDERS, OR AGENTS IS LIMITED TO THE MAXIMUM AMOUNT PERMITTED BY LAW.
8. Data Usage
1. STiNO collects and processes data in accordance with statutory data protection regulations. Further information can be found in the privacy policy.
2. As far as necessary for billing, STiNO may store and transmit traffic data and/or billing data.
9. Copyright, Retention of Title, and Usage Rights
1. STiNO grants customers a limited simple right of use for the software, programs, or scripts provided. The provision of the software license in a rental model according to the license conditions to third parties is only permitted if it is explicitly designated as a SaaS (Software-as-a-Service) license. Otherwise, granting usage rights to third parties is not permitted. The customer must delete copies of the provided software after the termination of the contractual relationship and may not use them further. The terms do not apply to included third-party software modules; only the corresponding license terms apply.
2. If the customer acquires player access licenses, these are based on the number of computers on which the software is to be operated. The customer may change computers but must ensure that the software is not installed simultaneously on more than the agreed number of computers.
3. The customer may transfer the usage right acquired from STiNO in executable form (object programs, not source programs) to another user provided that they waive usage of the software and the other user commits to STiNO to protect the program and acknowledges the agreed scope of the usage right to the software.
4. The customer may only modify the software and the associated documentation with prior written consent from STiNO. However, they are permitted to develop modules and integrate them into the software via the specific and documented interfaces provided for that purpose. The customer is prohibited from creating derived works from the software or duplicating, translating, modifying, or making derived works from the documentation, except for their own permitted use.
5. The customer's software usage rights remain valid after the sale of the business.
10. Indemnity
1. You agree to indemnify and hold harmless STiNO and its subsidiaries, as well as their directors, officers, employees, shareholders, partners, and agents (collectively referred to as the "STiNO Parties") from all claims, liabilities, losses, and all costs and expenses (including attorney's fees in the event of litigation) incurred by any STiNO Party connected with: (i) the use or purported use of the website under your membership name by third parties, whether or not authorized by you, (ii) the exchange of information and content posted on the website in your name, (iii) the violation of these General Terms and Conditions by the customer.
2. STiNO reserves the right, at your expense, to assume control of any such indemnifiable matter and in such case, you agree to cooperate with STiNO in its defense of such claim.
11. Contract Duration, Termination for Services
1. Unless otherwise specified in the specific offer, the contract automatically extends for the applicable minimum contract term / initial contract term as long as it is not terminated by either party with six weeks' notice prior to the end of the term. If the initial contract term is longer than one year, the extension periods are each one year.
2. Terminations must be in writing, with an email submission being sufficient to meet this requirement.
12. Jurisdiction, Applicable Law
1. The law of the Federal Republic of Germany applies. The exclusive jurisdiction for all disputes arising from or in connection with this contract is Augsburg, provided the customer is a merchant, a legal entity under public law, or a public law special fund. For all claims of any kind arising from or in connection with this contract, the law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). However, we reserve the right to also bring a claim at the customer’s location.
13. Miscellaneous
1. Should any provision of this contract be or become invalid, the validity of the remaining provisions of this contract shall not be affected. In this case, the parties are obliged to replace the invalid provision with a provision that economically corresponds to what the parties would have agreed upon if they had known of the invalidity.
Confirmation
HEREBY, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THESE GENERAL TERMS AND CONDITIONS AND AGREE TO THE STATED TERMS. ACCORDING TO THE AGREEMENT, THIS IS THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN YOU AND STiNO, WHICH REPLACES ALL ORAL OR WRITTEN PROPOSALS OR PRIOR AGREEMENTS, AS WELL AS ALL OTHER COMMUNICATIONS BETWEEN YOU AND STiNO REGARDING THE GENERAL TERMS AND CONDITIONS.