Terms and Conditions
I) General Provisions
1) Scope of the General Terms an Conditions
The General Terms and Conditions of the Seneca Business Software GmbH, based in Munich, hereinafter reffered to as Seneca, shall apply to all contracts concluded for the provision of software licenses and services such as training, consulting and software maintenance (support agreements) and to all contracts concluded with sales partners as the latter are required to use Seneca´s General Terms and Conditions.
The General Terms and Conditions shall be attached to the written order confirmation. In case of an onlie order, the Terms and Conditions can be found on our homepage.
No other third party general terms shall apply unless offers from a marketplace seller are concerned.
Agreements and supplmentary and ancillary provisions to the contract and to these general provisions to the contract and to these general provsions shall not be valid unless confirmed in writing or confirmed in writing in the course of commercial business dealings.
2) Subject Matter of the Contract
Subject matter of all contracts regarding the sale of licenses, the distribution of licenses as well as support, maintenance, training and other services shall be the agreed services offered in relation to the copyrighted software for analyzing business data (hereinafter referred to controlling software, planning and control of business processes and companies). Seneca is sole owner of all rights of use and exploitation, neither limited in time, place or otherwise, for all types of use. By signing the contract, the contractual parties acknowledge these rights reserved by Seneca.
3) Conclusion of Contract
a) Acceptance Periods
Seneca will submit all offers in writing with a limited acceptance period. If an offer does not include such acceptance period, the offer may be accepted within a period of two weeks. The contract shall take effect upon a wirtten declaration of acceptance on the part of the contracting party. If the declaration of accepance deviates from the offer, the contract shall take effect onkly after receipt of a confirmation of acceptance as regards the relevant amendments. For offers submitted on online platforms, such as an app store or marketplace, the acceptance periods stated therein shall apply.
b) Acceptance
The written form requirement specified in the General Terms and Conditions shall be satisfied by transmission via fax or via email including receipt confirmation unless the content of the email is contested immediately by either of the parties. In case of an order placed at an online marketplace, the agreements entered into with the relevant provider shall prevail. If the purchase is effected through an app store or marketplace, the binding order completed on the relevant platform shall apply.
4) Prices
Unless otherwise agreed in writing, the price valid on the day of the conclusion of the contract, according to the price lists transmitted along with the offer, shall apply. The price lists also include ancillary expenses for Seneca´s executive management and employees.
5) Performance Periods
Delivery times shall only be binding if they have been expressly specified as binding in the offer.
Payments shall be due upon receipt of the invoices. An invoice shall be deemed received three days after sending the invoice. The invoice may be sent by mail or email. The contracting party is required to balance the invoiced amount and to settle the invoiced amouts within two weeks after actual and/or deemed receipt of the invoice.
Discount deductions shall only apply if explicity agreed upon in writing.
6) Payment
The software usage fee/ purchase price/ service price can be paid by direct debit or invoice. When selecting the payment method SEPA direct debit, the invoice amount is due after the issuing of a SEPA direct debit mandate, but not before the deadline of the prenotification. Prenotification is any notification (such as an invoice) to the customer that announces a debit via SEPA direct debit. If the direct debit is not redeemed for lack of sufficient funds or due to the declaration of an incorrect bank account or the customer objects to the debit, although it is not reasonable, the customer shall bear the fees incurred by the chargeback of the respective bank, if he is responsible for this. When agreeing on a SEPA direct debit, the prenotification deadline will be reduced from 14 days to 7 days. By choosing the option « invoice », the payment for the use of the software is due in advance, after receipt of the invoice, for services after its execution, unless otherwise agreed.
7) Confidentiality
The parties agree to keep confidential all data of the other party which they become aware of in the course of the performance of the orders and service level agreements and to use this data for the contractually agreed purposes only. Exemption from the confidentially obligation shall only be acceptable as far as statutory disclosure requirements are concerned.
8) Confidentiality Regarding Employees and Contractors
The parties shall obligate their employees and contractors to confidentiality according to above provisions.
The confidentiality obligation shall not apply to information which has already been published. Information shall be deemed published even if it has been made available to technical communities only.
9) Data Protection
As to the protection of personal data, the parties agree to observe teh data protection provisions in the execution of the contracts, too.
10) Retentions of Rights until Full Payment
Seneca reserves the rights to its services untill full payment is effected. Thus, when acquiring usage rights, these rights shall remain with Seneca and will be transferred to the partner only upon receipt of full payment. In the case of licensed / leased rights, the right to use the software shall be granted only for each subscription period which had been paid for in advance.
11) Applicable Law
For the purpose of this contract, the law of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods shall apply.
If the contract has been concluded with a consumer, this choice of law, however, shall not deprive the consumer of the protection afforded by those provisions which can not be derogated from according to law which woud be applicable in the absence of such choice of law.
II) Liability
1) Scope of the Liability Regulations
Seneca excludes any liability beyond the following facts expressly agreed upon by the parties. The following liability regulations shall apply regardless of the legal reasons.
2) Liability Regulations
a) Intent and Gross Negligence
Seneca´s liability for damage to the contracting party shall be unlimited in the event of intent and gross neglicence on behalf of Seneca or one of its agents or legal representatives.
b) Personal Injuries
In case of damage arising from injury of life, body or health, Seneca’s liability shall be unlimited even if the damage was caused by simple negligence on behalf of Seneca or its legal representatives or agents.
c) Organizational Fault and Guarantee
Seneca’s liability shall be unlimited in the event of substantial organizational fault as well as in the event of lack of a warranted quality.
d) Breach of Essential Contractual Obligations
Except for cases pursuant to sections 2)a) through 2)c), Seneca’s liability in the event of a breach of essential contractual obligations shall be limited to the amount of the typical contractually foreseeable damage.
e) Other Limitations of Liability
Beyond that, in all cases other than those stated in items 2)a) through 2)d), the liability shall be limited to the quintuplicate amount of the remuneration effected by the contracting party will exceed the amount of the typical contractually foreseeable damage, the liability shall be limited to the latter.
f) Data Backup
The contracting party agrees to backup his data properly, thoroughly, and regularly and to safeguard these backups accordingly. In case of any data loss caused by Seneca, Seneca shall be liable exclusively for restoring and recovering data which would also have been lost in the event of a proper backup. Any liability obligation, however, shall be limited to the scope of the liability regulations included in these General Terms and Conditions.
g) Contributory Negligence
If damage is due to negligence on the part of both Senca and the contracting party, the contracting party’s contributory negligence shall be taken into account.
h) Limitation Period for Claims and Damages
Claims of the contracting party for loss of life, bodily injury, damage to the health or freedom a person shall expire one year after they became known and – irrespectively of knowledge or grossly negligent ignorance – no later than five years after the act, the breach of duty or any other occurrences which caused the damage.
All other claims asserted against Seneca which cannot be attributed to warranty issues, willful deceit or deliberate acts shall expire after a period of six months.
3) Exceptions from the liability Regulations
Any liability obligation according to the product liability law and the German Telecommunication Customer Protection Ordinance (Telekommunikationskundenschutzverordnung) shall remain unaffected by the above liability regulations.
III) Miscellaneous
1) Set-off and Retention Right
The contracting party shall be entitled to a set-off against Seneca if this claim is undisputed or has been legally ascertained. The contracting party shall only be entitled to assert a retention right if the counterclaims result from its contractual relation with Seneca.
2) Place of Performance
Place of performance shall be Munich
3) Place of Jurisdiction
a) If both parties are domiciled in Germany, the following shall apply:
Place of jurisdiction for all disputes between the parties arising from their contractual relationsship, especially as regards the conclusion, implementation or termination of the contract, shall be Munich – if the contracting party is a registered trader, a corporate body organized under public law or a special fund under public law.
b) If one of the parties does not have a general place of jurisdiction in Germany, the following shall apply:
The place of jurisdiction shall be Munich.
c) Seneca Business Software GmbH reserves the right to sue the contracting party at its legal venue.
4) Invalidity and Severability
If any provisions of these contract terms and/or the contract have become or will become invalid, the validity of any other provisions shall not be affected. The parties undertake to replace such invalid provision with a valid provision which most closely reflects the economic purpose of the invalid one.
