1- Näitä yleisiä ehtoja (jäljempänä: GTC) sovelletaan kaikkiin sopimuksiin Päättynyt välissä me, yritys ComplyMarket UG (haftungsbeschränkt), Toimitusjohtaja, jolla on edustusvalta: Dr. Mohamed Kassem, 44 Tal, 80331 München Saksa, puhelin: +49 (0) 1637819457, sähköposti: info@complymarket.com, (jäljempänä me tai ComplyMarket) ja sinä meidän asiakas (jäljempänä Asiakas).
2- Näitä myyntiehtoja sovelletaan yksinomaan yrittäjiin, laillinen Yhteisöt julkisoikeudellisia tai erityisrahastoja §:ssä tarkoitetulla tavalla 310 (1) ja Saksan siviililaki (BGB). Tunnustamme vain asiakas että ristiriidassa myyntiehtojemme kanssa tai poikkeamme niistä, jos nimenomaisesti sopia jotta heidän kirjallinen voimassaoloaika.
3- Asiakkaan kanssa yksittäistapauksissa tehdyt yksittäiset sopimukset (mukaan lukien apu sopimukset, täydennykset ja muutokset) ovat joka tapauksessa ensisijaisia nämä Hinta ja Myyntiehdot. Ellei toisin todisteta, kirjallinen sopimus tai kirjallinen Vahvistuksen on oltava määräävä tällaisten sopimusten sisällön suhteen. Sitä Asiakkaan Yleiset Ehtoja ei sovelleta, ellei nimenomaisesti toisin sovita. Ornare Sem.
4- Kaikki sinun ja meidän väliset sopimukseen liittyvät sopimukset syntyvät yksityiskohta näistä myyntiehdoista, kirjallisesta tilausvahvistuksestamme ja Ilmoitus hyväksyminen.
5- Sopimuksen tekohetkellä voimassa olevan yleisen käyttöehdon version tulee käyttää.
6- Näitä myyntiehtoja sovelletaan myös kaikkiin tuleviin liiketoimiin kanssa sitä asiakas, siltä osin kuin ne ovat toisiinsa liittyviä oikeustoimia.
7- ComplyMarketilla on oikeus muuttaa oikeudellisia ehtoja milloin tahansa edellyttäen, että se Ilmoittaa sitä Tällaisten muutosten asiakas. Sen jälkeen muutetut oikeudelliset ehdot koskevat kaikkia Sopimukset jälkeen ilmoituksen vastaanottaminen.
Tarjoamme tietotekniikkapalveluja ja konsultointia, erityisesti ohjelmistoja Ratkaisuja tuotteiden vaatimustenmukaisuuden ja kestävän kehityksen alalla sekä konsultointi tällä alalla ja neuvonta- ja välityspalvelut tuotteiden vaatimustenmukaisuuden alalla EU:ssa. Me autamme Toimittajat, valmistajat ja maahantuojat ymmärtävät tuotteiden vaatimustenmukaisuusvaatimukset ja löytävät vaatimustenmukaiset materiaalit, komponentit ja tuotteet verkkoportaalin kautta, joka mahdollistaa asiakkaat voivat lähettää materiaaleja, komponentteja ja tuotteita vasta, kun olemme ilmoittaneet heille sitä vaatimustenmukaisuutta koskevat vaatimukset. Tätä tarkoitusta varten tarjoamme erityisesti seuraavia palveluita:
(1) The presentation and advertising of articles and services on our website do not constitute a binding offer to conclude a contract.
(2) By submitting an order via the website by clicking the button "order subject to payment", you place a legally binding order. You are bound to the order for a period of two (2) weeks after placing the order; your right to revoke your order, if any, remains unaffected.
(3) We will immediately confirm receipt of your order placed via our website by e-mail. Such an e-mail does not constitute a binding acceptance of the order unless, in addition to the confirmation of receipt, the acceptance is declared at the same time.
(4) In addition, a contract can also be concluded individually by offer and acceptance via e-mail, telephone or other means of communication. We submit a non-binding offer to the customer for the desired service, which the customer can accept by making a declaration to us. This constitutes an offer to conclude a contract on the part of the customer, which we can accept by means of a separate declaration.
(5) A contract is only concluded when we accept your order by means of a declaration of acceptance. With the order confirmation or in a separate e-mail, but at the latest upon delivery of the goods or performance of the service, we will send you the text of the contract consisting of the order, GTC and order confirmation on a durable data medium.
(6) The contract shall be concluded in English.
(1) Performance times stated by us shall be calculated - if expressly agreed as binding - from the date of our order confirmation, subject to prior payment of the price (except in the case of purchase on account). Dates stated unilaterally by the customer (e.g. in an order) are deemed to be requested delivery dates. This also applies if ComplyMarket does not expressly object to the delivery dates stated by the Client. Only mutually agreed delivery dates shall be deemed binding.
(2) If no capacities are available for the services at the time of the customer's order, we shall inform the customer of this immediately in the order confirmation. If the service cannot be provided on a permanent basis, we shall be free to refrain from issuing a declaration of acceptance. In this case, a contract shall not be concluded. If the service specified by the customer in the order is only temporarily unavailable, we shall also inform the customer of this immediately in the order confirmation.
(3) Binding delivery dates are automatically postponed by a reasonable grace period if:
(1) All prices stated on our website or agreed individually are exclusive of the applicable statutory value added tax.
(2) Payments are due within 15 working days after invoicing without deduction if payment on account has been agreed. If payment is made directly via the website, it shall be due and payable immediately after the order has been placed using the payment methods offered there.
(3) In case of late payment ComplyMarket is entitled to charge default interest in the amount of 9 percentage points above the respective base interest rate and a flat fee of up to 50.00 Euro. In addition, ComplyMarket may temporarily suspend the provision of its services until payment is made in full. We will inform the Client of this without delay. The Customer's obligation to pay default interest does not preclude us from claiming further damages for default.
(4) ComplyMarket is entitled to adjust the agreed remuneration of a continuing obligation with effect vis-à-vis the Client for the first time after the expiry of the initial term. ComplyMarket will notify the Client of a change in remuneration in writing at least three months in advance. In case of an increase of the remuneration by more than 5%, the Client is entitled to terminate the respective continuing obligation with a notice period of three months after receipt of the request for increase as of the end of the current calculation period.
(1) The Client is obliged to reasonably cooperate in the provision of ComplyMarket's services. The Client will create all agreed prerequisites for the provision of ComplyMarket's services in a timely manner and provide us with the necessary documents.
(2) The customer's obligations to cooperate include, but are not limited to, the following:
(1) We shall be liable for defects in accordance with the statutory provisions applicable in this respect.
(2) The limitation period for any warranty claims of the Customer against ComplyMarket due to material defects is one year from the statutory commencement of the limitation period.
(3) ComplyMarket only warrants for defects in the software created by ComplyMarket. No warranty is given for defects in third party software that ComplyMarket delivers to the Client free of charge or otherwise makes available free of charge.
(4) ComplyMarket fulfils the contractual obligations with the diligence of a prudent businessman. Unless expressly agreed, we do not assume any liability for a certain success or the correctness of the information.
(1) Claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty on our part, on the part of its legal representatives or vicarious agents or on the Product Liability Act. Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract. ComplyMarket does not guarantee and is expressly not liable for the accuracy or authenticity of the evidence provided by Seller. We only check their existence, not their authenticity, accuracy and completeness.
(2) In the event of a breach of material contractual obligations, we shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the customer's claims for damages are based on injury to life, body or health.
(3) The restrictions of paragraphs 1 and 2 shall also apply in favour of our legal representatives and vicarious agents if claims are asserted directly against them.
(4) The limitations of liability resulting from paragraphs 1 and 2 do not apply insofar as we have fraudulently concealed the defect or have assumed a guarantee for the quality of the item. The same applies insofar as we and the customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act shall remain unaffected.
(5) ComplyMarket's maximum aggregate liability in contract, tort (including negligence and breach of statutory duty) or otherwise for any breach of these Terms and Conditions or any matter arising out of or in connection with the Services to be provided by ComplyMarket - including free services - shall be limited to the amount of remuneration owed by the Client to ComplyMarket for the Services provided under the relevant Project.
(1) The service:
(2) Rights:
(3) Compensation:
(1) The service:
(2) Quality, availability, changes and interruptions
(1) The contracting parties undertake to keep secret all business and trade secrets or information designated as confidential which they receive or become aware of from the respective other party during the performance of the contract, also beyond the end of the contract, and to oblige the respective employees accordingly. Information and documents may not be made accessible to third parties who are not involved in the performance of the contract. The parties shall protect the subject matter of the contract as if it were their own documents worthy of protection. Each party may require the other to document the nature and scope of the organisational measures taken for this purpose.
(2) Information and documents which are generally known and accessible at the time of disclosure or which were already known to the receiving party at the time of disclosure or which were lawfully made accessible to it by third parties shall be exempt from the duty of confidentiality.
(3) The Customer is hereby informed that ComplyMarket collects, stores, processes and, if necessary, passes on to third parties its data to the extent necessary for the performance of the contract and on the basis of the provisions of data protection law (see also Data Protection Declaration).
(4) If and to the extent that the Client processes personal data on IT systems for which ComplyMarket is technically responsible, the Client must agree to the applicable data protection terms and conditions (commissioned processing) or conclude a separate contract for commissioned data processing with ComplyMarket.
(5) Unless otherwise agreed, both contractual partners may name the other as a reference contractual partner and use its logo on their website or on printed matter for marketing purposes.
In the case of contracts with IT services, in particular but not conclusively software solutions, our license conditions shall also apply.
(1) Contracts between us and the customers shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The statutory provisions on the restriction of the choice of law and the applicability of mandatory provisions remain unaffected.
(2) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance and jurisdiction for all disputes arising from contractual relationships between the Customer and us is the registered office of ComplyMarket.
(3) The contract shall remain binding in its remaining parts even if individual points are legally invalid. The ineffective points shall be replaced by the statutory provisions, if any. Insofar as this would represent an unreasonable hardship for one of the contracting parties, the contract shall, however, become ineffective as a whole.
(4) All data, text, logos and other images (still or moving), including but not limited to data on materials, components and products and their names, characteristics and sources (collectively the "Data"), are the sole property of ComplyMarket, its suppliers and/or their respective licensors. The Client has no right to the databases created by ComplyMarket and/or its licensees.
These licence conditions apply to the permanent transfer of the software to the customer and the use thereof by the customer.
Any transfer of the Software by the Client without the consent of ComplyMarket is prohibited, unless permitted by mandatory law. In the event of a permitted transfer of the Software, the following shall apply:
(1) With the purchase of a licence, ComplyMarket grants the Customer a non-exclusive, simple, perpetual and non-transferable right to use the software within the scope of use specified below and in the offer.
(2) In the case of SaaS, ComplyMarket grants the Client the following during the term of the Agreement:
(3) The software consists of a server component and a client component. The following applies:
(4) The customer may only use the software to conduct its own internal business transactions and the internal business transactions of its group companies (affiliated companies). A group company (affiliated company) within the meaning of these provisions is any legal entity belonging to a party (subsidiary), to which a party belongs (parent company) or which belongs to the same owner as a party (sister company). For the purposes of this definition, "owned" means controlling more than 50% of the shares in an entity.
(5) Duplication of the software is only permitted to the extent that this is necessary for use in accordance with the contract. The customer may make backup copies of the software to the extent necessary. Backup copies on portable data carriers shall be marked as such and provided with a copyright notice in favour of ComplyMarket.
(6) The Customer is not entitled to make any changes, extensions or other adaptations to the Software, unless it is permitted to do so by mandatory law. The Client is only entitled to correct errors itself or have them corrected by third parties if ComplyMarket is unwilling or unable to correct such software errors reported by the Client.
(7) The Customer is not entitled to decompile the Software unless this is permitted by mandatory law. This only applies if ComplyMarket has not provided the data required to establish interoperability with other hardware or software after a corresponding request with a reasonable period of time.
(8) If ComplyMarket makes a new version of the Software available to the Client, this new version shall also be subject to these Licence Terms. The rights of use to the older version expire with the productive use of the new version, but no later than four weeks after the first use for test purposes.
(9) Insofar as ComplyMarket provides the Client with software or performs other services for the Client that are protected by copyright or otherwise, the Client shall receive the same rights of use to which it is entitled in respect of the ComplyMarket software.
(10) The aforementioned granting of rights is subject to full payment of the agreed remuneration. The customer is entitled to use the software exclusively for test purposes for the period from provision until payment for the service.
For operational monitoring, product improvement and error analysis, the software transmits diagnostic data to ComplyMarket via a secure connection as standard. Personal data is only transmitted in pseudonymised form (see also privacy policy).
(1) The software consists of software created by ComplyMarket itself as well as open source software.
(2) The granting of rights by ComplyMarket to the Customer (see § 4) expressly does not include open source software. Open Source Software is provided to the Customer exclusively on the basis of and subject to the terms and conditions of the respective Open Source Licences.
(1) The customer is obliged to store the software carefully in order to prevent misuse.
(2) Copyright notices, serial numbers and other features of the software serving to identify the programme may not be removed or changed. The same applies to suppression of the screen display of corresponding features.
(3) Upon request, the Client shall inform ComplyMarket of the installations and copies of the Software made by it and their whereabouts.
(4) The customer shall ensure that the software stored on data carriers, memories or other hardware is completely and permanently deleted beforehand:
(5) ComplyMarket is entitled to remotely audit the use of the Software once a year.
(6) In exceptional cases, ComplyMarket may carry out on-site inspections if:
(7) The Client will reasonably cooperate with ComplyMarket in carrying out the reviews. On-site reviews will be announced by ComplyMarket four weeks in advance.
(8) The costs of the inspection shall be borne by the Client if the inspection reveals use not in accordance with the contract. ComplyMarket may transfer the right of inspection to third parties.
Upon termination of the Customer's right to use the Software, the Customer shall return the Software to ComplyMarket and delete all copies made of the Software, unless the Customer is required by law to retain them for a longer period. The Client shall convince ComplyMarket of the deletion.
These licence conditions apply to the permanent transfer of the software to the customer and the use thereof by the customer.
(4) ComplyMarket provides the Client with the Software, including the application documentation contained in the Software, for the agreed rental period in accordance with the terms of use set out in these Terms and in the Offer. The source code of the Software and a transfer of the same to the Client is not subject matter of the contract.
(5) The agreed quality of the software results exclusively from the performance description for the software contained in the offer. ComplyMarket shall not be liable for any further quality. In particular, such an obligation does not arise from other warranties of the Software in public statements by ComplyMarket, employees of ComplyMarket or distribution partners.
(6) Insofar as employees or distributors of ComplyMarket give guarantees prior to the conclusion of the contract, these are only deemed to be accepted by ComplyMarket if they have been confirmed by ComplyMarket's management.
(7) ComplyMarket provides software maintenance and support to the Client during the term of the contract. The scope of the services to be provided is set out in the Terms and Conditions for Software Maintenance and Support.
(8) The provisions on remedying defects set out in clause 12 of the GTC also apply to software rental. Clause 12.1 Elimination of defects in the case of licence purchase shall not apply.
The permissible scope of use by the customer and all other rights and obligations of the parties in relation to the software shall be governed by the terms and conditions for the acquisition and use of software.
The customer is obliged to regularly back up the data in his access. The data backups must be stored in such a way that it is possible to restore the backed-up data.
(1) A recurring fee is agreed for the software rental.
(2) This fee and the payment modalities (deadlines) are specified in the offer.
(3) If ComplyMarket and the Client agree on subsequent extensions of the scope of use, the remuneration shall be increased by the amount agreed for this purpose.
(1) The contract for the provision of software begins with the provision of the software and has a minimum term of twelve months. Thereafter, it shall be automatically extended by a further twelve months.
(2) The point in time at which ComplyMarket provides the Customer with a download link containing a licence key or, in the case of commissioning, the point in time at which ComplyMarket installs the software on the Customer's QA system is deemed to be the point in time at which the software is transferred to the Customer.
(3) If extensions to the scope of use of the software are agreed during a current contract, the term and notice period of the current contract shall also apply to these extensions.
(5) The right of each contracting party to extraordinary termination for good cause shall remain unaffected.
(6) The contract may only be terminated in its entirety. Partial terminations, e.g. for individual modules, apps or similar, are not permitted.
These terms and conditions apply to ComplyMarket's SaaS services. These include:
The client can thus use the functionalities of the software by means of online access via the installed client software on the client's premises.
(1) ComplyMarket grants the Client the right to use the Software via the Internet for the agreed contractual term. For this purpose, the ComplyMarket Software is installed on a server, technically operated and connected to the Internet in such a way that the Customer can access it via an encrypted connection. In addition, ComplyMarket will provide the necessary storage space for the Client's data.
(2) The client software and access data required for access and use of the software shall be made available to the customer in a timely manner.
(3) The agreed quality of the software results from the performance description contained in the offer. ComplyMarket is not liable for any further quality. In particular, such an obligation does not arise from other warranties of the Software in public statements by ComplyMarket, employees of ComplyMarket or distribution partners.
(4) Insofar as employees or distributors of ComplyMarket give guarantees prior to the conclusion of the contract, these shall only be deemed to be accepted by ComplyMarket if they have been confirmed by ComplyMarket's management.
(5) ComplyMarket provides software maintenance and support to the Client during the term of the contract. The scope of the services to be provided is set out in the Terms and Conditions for Software Maintenance and Support.
(6) ComplyMarket will perform a daily backup of the Client's data. The backup will be kept for a period of 30 days at a time.
The permissible scope of use by the customer and all other rights and obligations of the parties with regard to the software are governed by the terms and conditions for the acquisition and use of the software.
The availability of the system is based on the Service Level Agreement for support and hosting.
(1) The customer is obliged to create the system requirements for the provision of the SaaS services in his area. These include:
(2) The customer is responsible for protecting his access data from unauthorised access by third parties. The Client must change its access data immediately if it becomes aware that third parties have access to its access data. The Client is also obliged to inform ComplyMarket immediately if there are indications that its access data to the Software have been or are being misused by third parties.
(3) The Client is obliged to notify ComplyMarket of any disruption to the availability of the System. To the extent possible, the Client will provide details of the disruption so that ComplyMarket can investigate the cause and extent of the disruption.
(1) A recurring remuneration is agreed for SaaS.
(2) This fee and the payment modalities (deadlines) are indicated in the offer.
(3) If ComplyMarket and the Client agree on subsequent extensions of the scope of use, the remuneration shall be increased by the amount agreed for this purpose.
(2) The time of transfer of the client software and the access data to the customer shall be deemed to be the time of transfer of the software.
(3) If extensions to the scope of use of the software are agreed during a current contract, the term and notice period of the current contract shall also apply to these extensions.
(4) The contract can be terminated by either party at the earliest at the end of the minimum term with a notice period of three months.
(5) The right of each contracting party to extraordinary termination for good cause shall remain unaffected.
(6) The contract may only be terminated in its entirety. Partial terminations, e.g. for individual modules, apps or similar, are not permitted.
These terms and conditions apply to the provision of software maintenance and support by ComplyMarket for the Software included in The ComplyMarket Offer.
(1) ComplyMarket will continue to develop the Software, fix bugs and provide the Client with new versions of the Software (minor and major releases) on a regular basis.
(2) The object of the software maintenance is always the respective current total stock of the software licensed by the customer, including any successive extensions of the licence stock.
(3) The hardware and software requirements announced with the release of ComplyMarket apply to the respective versions of the software. As the software evolves, the system requirements may be adjusted.
(4) Within the scope of the transfer of new versions of the Software, ComplyMarket is entitled to modify the Open Source Software used and to use further Open Source Software, provided that this does not or only insignificantly impair the Customer's contractually agreed possibilities of use of the Software. The newly used open source software may be subject to other open source licence conditions than those communicated at the time of the conclusion of the contract.
(5) In addition, ComplyMarket provides the Client with a support desk for support requests from Monday to Friday (except on public holidays applicable in Baden-Württemberg) between 9:00 am and 5:00 pm.
(6) The support includes:
(7) The support does not include:
Management at operating system level, installation of third-party programmes
(8) The use of the support is limited to duly licensed users of the software and to the persons named as technical contacts.
(9) Unless otherwise agreed, the processing of support requests is governed by the Service Level Agreement for Support and Hosting.
(1) New versions of the software shall be made available in digital form. Unless expressly ordered, the customer undertakes to install and use the latest version of the software.
(2) The customer undertakes to carefully check whether a technical problem in his hardware or software environment can be ruled out as the cause before submitting a support request.
(3) The Client will provide ComplyMarket with all documentation and information required for support and assist ComplyMarket in further processing. This includes but is not limited to:
(1) A recurring remuneration is agreed for the provision of software maintenance and support.
(2) This fee and the payment modalities (deadlines) are specified in the offer.
(3) If ComplyMarket and the Client agree on subsequent extensions of the scope of use of the Software, the remuneration shall be increased by the amount agreed for this purpose.
(1) The contract for software maintenance and support begins with the provision of the software and has a minimum term of twelve months. Thereafter, it shall be automatically extended by a further twelve months.
(2) The time of transfer of the Software to the Customer is deemed to be the time at which ComplyMarket provides the Customer with a download link containing a licence key or, in the case of commissioning, the time at which ComplyMarket installs the Software on the Customer's QA system.
(3) In the event that the customer acquires extensions to the scope of use of the software during a current contract, the term and notice periods of the current contract shall also apply.
(4) The contract can be terminated by either party at the earliest at the end of the minimum term with a notice period of three months.
(5) The right of each contracting party to extraordinary termination for good cause shall remain unaffected.
The contract may only be terminated in its entirety. Partial terminations, e.g. for individual modules, apps or similar, are not permitted.