General Terms and Conditions (AGB)

§ 1 General, clientele, language

All offers, rental contracts, provisions and services based on orders placed by our customers (hereinafter referred to as "Customers") via our online shop zwei.gmbh (hereinafter referred to as "Online Shop") are subject to these General Terms and Conditions.
The products offered in our online shop are aimed exclusively at entrepreneurs (within the meaning of Section 14 (1) BGB, i.e. natural or legal persons or partnerships with legal capacity who are acting in the exercise of their commercial or independent professional activity when concluding the transaction) as well as legal entities under public law and special funds under public law, but in any case only to end customers. The customer confirms this when registering and when placing an order in the online shop.
The customer's terms and conditions shall not apply, even if we do not separately object to their validity in individual cases.
Contracts with the customer are concluded exclusively in German or English, depending on whether the customer places the order via the German or English-language page of the online shop. If the customer places the order via our German-language website, the German version of these General Terms and Conditions shall apply exclusively. If the order is placed via our English-language website, only the English version of these General Terms and Conditions shall apply. In the event of different meanings, the German wording shall prevail.

§ 2 Conclusion of contract

Our offers in the online shop are non-binding.
By placing an order in the online shop, the customer makes a binding offer to hire the product in question. We can accept the offer until the end of the working day following the day of the offer.
We will send the customer a confirmation of receipt of the offer immediately after receipt of the offer, which does not constitute acceptance of the offer. The offer shall only be deemed to have been accepted by us as soon as we declare acceptance to the customer (by e-mail or telephone) or make the products available. The contract with the customer is only concluded upon our acceptance.

§ 3 Subject matter of the contract

The offer of the online shop includes the following products:
1. Rental of plugins for online shops based on Shopware (subscription) (§ 4)
2. Installation services (§ 5)
3. Hosting service (§ 6)
4. Support/maintenance service (§ 7)
The subject matter of the contract depends in descending order on the individual agreements between the customer and us, the contents of the online shop, in particular the product description, the special provisions of these GTC, the general provisions of these GTC.

§ 4 Subscription

Upon conclusion of the contract, the customer acquires the non-exclusive right to use the plugin selected by him until the contract is cancelled. In return, the customer undertakes to pay the agreed fee (rent). At the customer's discretion, billing takes place monthly or annually from the time the contract is concluded, whereby the rent must always be paid at the beginning of the respective period.
The subscribed plugin and any updates will be provided by us via download. If no other deadline or date is specified or otherwise agreed, the plugin will be provided immediately, in exceptional cases within 24 hours.
If the product has a defect, we shall restore the contractual condition as quickly as possible, but in any case within ten working days from the time at which the customer informs us of the defect. If the subsequent fulfilment pursuant to sentence 1 fails or is unreasonable for the customer or if we refuse subsequent fulfilment, the customer shall be entitled to terminate the contract or reduce the remuneration in accordance with the applicable law.
The customer is responsible for the compatibility of the third-party software used by him with our plugins. The customer is responsible for backing up their data.
The contract shall end upon cancellation by one of the contracting parties. After the cancellation takes effect, the customer is no longer entitled to use the plugin. If the customer nevertheless continues to use the plugin, he undertakes to pay a monthly licence fee of three times the amount originally agreed for the plugin in question. The licence fee is payable in advance for each month or part thereof and is due upon actual use of the plugin by the customer.
The customer is not authorised to make copies of the plugin, except for the purpose of use in accordance with Section 4 (1) of these GTC or for backup purposes.
The customer may not transfer the rights granted to him to the subject matter of the contract to a third party without our consent.
Under no circumstances are we obliged to disclose the source code of the software.

§ 5 Installation services

Upon conclusion of the contract, we undertake to install the contractually agreed software properly. The customer is obliged to pay the remuneration. Payment shall be made upon conclusion of the contract.
The installation shall be carried out in accordance with the agreement made between the customer and us. For this purpose, we shall contact the customer by e-mail or telephone after or upon conclusion of the contract. We do not assume any warranty for the compatibility of the third-party software used by the customer with the software to be installed.
The customer undertakes to cooperate as required for the installation, in particular to provide the necessary information and data in full and with the correct content, and to prepare the existing infrastructure, in particular to remove incompatible software. We are under no obligation to investigate. Where necessary, the customer shall grant us access to its systems.
After completion of the installation, the customer is obliged to accept the work. Acceptance shall take place when the installation has been carried out in accordance with the contract. The customer may declare acceptance expressly or by conclusive action. In particular, the service shall also be deemed to have been accepted if the customer (i) uses the result of the service productively, unless the use serves exclusively for the acceptance test, or (ii) has not refused acceptance within 7 calendar days from the provision of the service for the acceptance test due to not only insignificant defects or has not declared justified reservations against the acceptability of the service.

§ 6 Hosting service

Upon conclusion of the contract, we undertake to the customer to find a suitable server for the online shop operated by the customer if required, to set up the server for the customer and to carry out an application-specific configuration and to operate the hosting for the duration of the contractual relationship. In return, the customer undertakes to pay the agreed remuneration. Invoicing is carried out monthly or annually at the customer's discretion, starting from the time the contract is concluded, whereby the remuneration is always payable at the beginning of the respective period.
We offer a chargeable "relocation service" as part of the hosting service. This is not part of the hosting service within the meaning of paragraph 1.
The customer undertakes to co-operate as required for the services specified in paragraphs 1 and 2, in particular to provide the necessary information and data in full and with the correct content and to prepare the existing infrastructure. We are under no obligation to investigate. Where necessary, the customer shall grant us access to its systems.
The provision of the services referred to in paragraph 1 shall only take place after and in accordance with consultation with the customer.

§ 7 Support/maintenance service

Upon conclusion of the contract, we undertake to provide the following services for the duration of the contractual relationship, the ratio and scope of which shall depend on the service package selected by the customer:
1. Regular updating of Shopware and the plugins
2. Monitoring of shop performance
3. Backup of data
4. Correction of errors
The customer undertakes to pay the agreed remuneration. Invoicing shall take place monthly or annually at the customer's discretion, starting from the time of conclusion of the contract, whereby the remuneration shall always be paid at the beginning of the respective period.
The customer undertakes to co-operate as required for the services specified in paragraph 1, in particular to provide the necessary information and data in full and with the correct content and to prepare the existing infrastructure. We are under no obligation to investigate. Where necessary, the customer shall grant us access to its systems.

§ 8 Warranty

With the exception of contractual services, we guarantee that the service is free of defects. It is not subject to defects which cancel or reduce the value or suitability for the normal use or the use assumed under the contract. The relevant point in time is the transfer of risk.
We accept no liability for the compatibility of third-party software used by the customer with our products.
Unless an acceptance test is to be carried out anyway or it is not feasible, the customer must inspect the service for defects immediately upon transfer of risk and notify us of these at least in text form within a period of seven calendar days. If the customer fails to notify us in good time, the service shall be deemed approved, unless the defect was not recognisable during the inspection. If such a defect is discovered later, the notification must be made immediately after discovery, otherwise the service shall also be deemed approved in this respect.
We shall rectify defects notified in good time as quickly as possible within the scope of technical possibilities, in any case within ten working days. The specific type of defect rectification is at our discretion.
If the subsequent fulfilment pursuant to para. 4 fails or is unreasonable for the customer or if we refuse subsequent fulfilment, the customer shall be entitled to terminate the contract or reduce the remuneration in accordance with the applicable law. The special provisions of § 12 of these GTC shall apply to the customer's claims for damages.
The customer shall support the provider in the search for and rectification of defects.
Warranty claims shall expire within one year of the transfer of risk.

§ 9 Customer's duty to co-operate

The customer fulfils his obligations to cooperate in his own interest and cannot demand any remuneration for this. If the customer does not fulfil his obligations to cooperate, any agreed performance deadlines shall be extended accordingly. We reserve the right to temporarily suspend the services after the expiry of a reasonable period and to resume them at our own discretion. Other claims and rights remain unaffected.

§ 10 Prices, payment, failure of payment, return debit note fees, offsetting, due date

Our prices include the statutory value added tax. There are no shipping costs for digital products.
Payment for the products can be made by credit card, Paypal, SEPA direct debit mandate or instant bank transfer.
The customer must ensure that the account used for payment has sufficient funds. The customer shall assume all costs resulting from the failure of a payment due to a failure for which the customer is responsible. In particular, we reserve the right to charge the customer the full amount of any return debit note fees incurred.
The customer shall have no right of set-off or retention unless the counterclaim is undisputed or has been recognised by declaratory judgement.
Payment is due upon receipt of the invoice.

§ 11 Termination of contract

Unless otherwise stated in the contract and the circumstances, the contractual relationship shall end by cancellation. The cancellation period is one month to the end of the current payment period. The customer can give notice of cancellation in the customer account of the online shop or by email to info@zwei.gmbh.
After termination of the contract, the customer is obliged to return all contractual items, unless otherwise stated in the contract.
The mutual right to extraordinary cancellation is not affected by these GTC.
An important reason that entitles the customer to extraordinary cancellation is, in particular, that the customer (i) violates the copyright to the software or (ii) is in arrears with the payment owed for more than two months.

§ Section 12 Liability

Our liability for default is - except in cases of intent or gross negligence - limited to an amount of 3% of the respective price (including VAT).
We shall not be liable (regardless of the legal grounds) for damages that are not typically to be expected under normal use of the product. Our liability is also excluded for damage resulting from data loss, insofar as this arises from the fact that recovery is not possible or is made more difficult due to missing or inadequate data backup. The above limitations of liability shall not apply in the event of wilful intent or gross negligence.
We are not liable for damages resulting from the customer using digital products from third parties that are not compatible with the software offered by us.
The limitations of § 12 do not apply to our liability for guaranteed characteristics within the meaning of § 443 BGB, for injury to life, limb or health or under the Product Liability Act.

§ 13 Data protection

We may only process and store the data relating to the respective contracts within the framework of the applicable statutory provisions. The details can be found in the privacy policy available on our website.

§ 14 Applicable law and place of jurisdiction

The contract concluded between us and the customer is subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods, subject to mandatory international private law provisions.
If the customer is a merchant within the meaning of Section 1 (1) of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the courts with jurisdiction for Ilmenau, Thuringia, shall have exclusive jurisdiction for all disputes arising from or in connection with the contractual relationship in question. In all other cases, we or the customer may bring an action before any court having jurisdiction on the basis of statutory provisions.

§ 15 Severability clause

The invalidity of one or more provisions of these GTC shall not affect the validity of the remaining provisions of these GTC.

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General Terms and Conditions (GTC)

§ 1 General, Customers, Language

All offers, rental agreements, provisions, and services made on the basis of orders by our customers (each, a "Customer") through our online shop www.zwei.gmbh (the "Online Shop") shall be governed by these general terms and conditions of sale (the "General Terms and Conditions").
The product offerings in the Online Shop are directed exclusively to entrepreneurs (as defined in Sec. 14 (1) of the German Civil Code, i.e. natural or legal persons or partnerships with legal capacity acting, when entering into the transaction in the exercise of their commercial, business, or professional activity), as well as legal entities and special funds organised under public law, but in each case only to end users. The Customer is required to confirm the above upon registration and placement of the order in the Online Shop.
Standard business conditions and GTC of the Customer do not apply, regardless of whether or not we expressly object to them in a particular case.
Our contracts with the Customer shall be made exclusively in the German or English language, in each case depending on whether the Customer makes the relevant purchase on our English or German language website. Therefore, if the order is made on our German website, exclusively the German version of these General Terms and Conditions shall be relevant. If the order is made on our English website, exclusively the English version of these General Terms and Conditions shall be relevant. In the case of different meanings, the German wording is authoritative.

§ 2 Conclusion of Contract

Our offerings in the Online Shop are non-binding.
By placing an order in the Online Shop, the Customer makes a binding offer to rent the relevant product. The offer will remain open for acceptance by us for a period ending at the end of the business day following the day of the offer.
Without undue delay upon receipt of the order, we will send to the Customer by e-mail a confirmation of receipt, which shall not constitute an acceptance of the order. The order shall be deemed to be accepted by us either upon subsequent (e-mail or telephone) acceptance of the order or by dispatching the product. The contract with the Customer shall not become effective until our acceptance.

§ 3 Subject Matter of Contract

The online shop offer includes the following products:
1. Rental of plugins for online shops based on Shopware ("Subscription") (§ 4)
2. Installation services (§ 5)
3. Hosting service (§ 6)
4. Support/maintenance service (§ 7)
The subject matter of the contract is determined in descending order by the individual agreements between the customer and us, the contents of the online shop, in particular the product description, the special provisions of these GTC, and the general provisions of these GTC.

§ 4 "Subscription"

Upon conclusion of the contract, the customer acquires the non-exclusive right to use the plugin selected by him until the contract is cancelled. In return, the customer undertakes to pay the agreed fee (rent). At the customer's discretion, billing shall take place monthly or annually from the time the contract is concluded, whereby the rent must always be paid at the beginning of the respective period.
The subscribed plugin and any updates will be provided by us via download. If no other deadline or date is specified or otherwise agreed, the plugin will be provided immediately, in exceptional cases within 24 hours.
If the product is defective, we shall restore the contractual condition as quickly as possible, but in any case within ten working days from the date on which the customer informed us of the defect. If the subsequent fulfilment pursuant to sentence 1 fails or is unreasonable for the customer or if we refuse subsequent fulfilment, the customer shall be entitled to terminate the contract or reduce the remuneration in accordance with the applicable law.
The customer is responsible for the compatibility of the third-party digital products they use with our plugins. The customer is responsible for backing up their data.
The contract ends upon cancellation by one of the contracting parties. After the cancellation takes effect, the customer is no longer entitled to use the plugin. If the customer nevertheless continues to use the plugin, he undertakes to pay a monthly licence fee amounting to three times the originally agreed rent for the plugin in question. The licence fee is payable in advance for each month or part thereof and is due upon actual use of the plugin by the customer.
The customer shall have no right to make copies of the product, except for the purpose to use the software pursuant to Sec. 4 (1) of this GTC or for back-up purposes.
The customer may not transfer the rights granted to him to the product to a third party without our consent.
In no event shall we be required to make available the source code of the software.

§ 5 Installation services

Upon conclusion of the contract, we undertake to install the contractually agreed software properly. The customer is obliged to pay the remuneration. Payment shall be made upon conclusion of the contract.
Installation is carried out in accordance with the agreement made between the customer and us. For this purpose, we will contact the customer by e-mail or telephone after or upon conclusion of the contract. We do not assume any warranty for the compatibility of the third-party software used by the customer with the software to be installed.
The customer undertakes to cooperate as required for the installation, in particular to provide the necessary information and data in full and with the correct content, and to prepare the existing infrastructure, in particular to remove incompatible software. We are under no obligation to investigate. Where necessary, the customer shall grant us access to its systems.
After completion of the installation, the customer is obliged to accept the work. Acceptance shall take place when the installation has been carried out in accordance with the contract. The customer may declare acceptance expressly or by conclusive action. The service shall also be deemed to have been accepted in particular if the customer (i) uses the result of the service productively, unless the use serves exclusively for the acceptance test, or (ii) has not refused acceptance within 7 calendar days from the provision of the service for the acceptance test due to defects that are not merely insignificant or has not declared justified reservations against the acceptability of the service.

§ 6 Hosting service

Upon conclusion of the contract, we undertake to the customer to find a suitable server for the online shop operated by the customer if required, to set up the server for the customer and to carry out an application-specific configuration and to operate the hosting for the duration of the contractual relationship. In return, the customer undertakes to pay the agreed remuneration. Invoicing is carried out monthly or annually at the customer's discretion, starting from the time the contract is concluded, whereby the remuneration must always be paid at the beginning of the respective period.
We offer a chargeable 'relocation service' as part of the hosting service. This is not part of the hosting service within the meaning of para. 1.
The customer undertakes to co-operate as required for the services specified in para. 1 and 2, in particular to provide the necessary information and data in full and with the correct content and to prepare the existing infrastructure. We are under no obligation to investigate. Where necessary, the customer shall grant us access to its systems.
The provision of the services referred to in para. 1 shall only take place after and in accordance with consultation with the customer.

§ 7 Support/maintenance service

Upon conclusion of the contract, we undertake to provide the following services for the duration of the contractual relationship, whereby the ratio and scope of these services depends on the service package selected by the customer:
1. Regular updates of Shopware and the plugin
2. Monitoring the shop performance
3. Backup of data
4. Correction of errors
The customer undertakes to pay the agreed remuneration. At the customer's discretion, invoicing shall take place monthly or annually from the time of conclusion of the contract, whereby the remuneration shall always be paid at the beginning of the respective period.
The customer undertakes to co-operate as required for the services specified in paragraph 1, in particular to provide the necessary information and data in full and with the correct content and to prepare the existing infrastructure. We are under no obligation to investigate. Where necessary, the customer shall grant us access to its systems.

§ 8 Warranty

With the exception of Service contracts, we guarantee that the service is free of defects. It shall not be subject to any defects which cancel or reduce the value or suitability for the normal use or the use assumed under the contract. The relevant point in time is the transfer of risk.
We accept no liability for the compatibility of third-party software used by the customer with our products.
Unless an acceptance test is to be carried out anyway or it is not feasible, the customer must inspect the service for defects immediately upon transfer of risk and notify us of these at least in text form within a period of seven calendar days. If the customer fails to notify us in good time, the service shall be deemed approved, unless the defect was not recognisable during the inspection. If such a defect is discovered later, the notification must be made immediately after discovery, otherwise, the service shall also be deemed approved in this respect.
We shall rectify defects reported within the deadline as quickly as possible within the scope of technical possibilities, in any case within ten working days. The specific type of defect rectification is at our discretion.
If the subsequent fulfilment pursuant to para. 4 fails or is unreasonable for the customer or if we refuse subsequent fulfilment, the customer shall be entitled to terminate the contract or reduce the remuneration in accordance with the applicable law. The special provisions of Sec. 12 of these GTC shall apply to the customer's claims for damages.
The customer shall support the provider in the search for and rectification of defects.
Warranty claims expire one year after the transfer of risk.

§ 9 Obligations of the customer to co-operate

The customer shall fulfil its obligations to cooperate in its own interest and may not demand any remuneration for this. If the customer does not fulfil his obligations to cooperate, any agreed performance deadlines shall be extended accordingly. We reserve the right to temporarily suspend the services after the expiry of a reasonable period and to resume them at our own discretion. Other claims and rights remain unaffected.

§ 10 Prices, payment, failure of payment, return debit note fees, offsetting, due date

Our prices include statutory VAT. There are no shipping costs for digital products.
Payment for the products can be made by credit card, Paypal, SEPA direct debit mandate or instant bank transfer.
The customer must ensure that the account used for payment has sufficient funds. The customer shall assume all costs resulting from the failure of a payment due to a default for which the customer is responsible. In particular, we reserve the right to charge the customer the full amount of any return debit note fees incurred.
The Customer shall have no right of set-off or retention, except to the extent that the counterclaim has not been disputed by us or has been determined by a final and binding decision.
Payment is due upon receipt of the invoice.

§ 11 Termination of Contract

Unless otherwise stated in the contract and the circumstances, the contractual relationship shall end upon cancellation. The cancellation period is one month to the end of the current payment period. The customer can declare their cancellation in the customer account of the online shop or by email to info@zwei.gmbh.
After termination of the contract, the customer is obliged to return all contractual items, unless otherwise specified in the contract.
The mutual right to extraordinary cancellation shall not be affected by these GTC.
Good cause entitling the customer to extraordinary termination shall be, in particular, if the customer (i) infringes the copyright to the software or (ii) is in default of payment of the remuneration owed for more than two months.

§ 12 Liability

Our liability for late supply shall, except in cases of wilful misconduct (intent) or gross negligence (gross negligence), be limited to an amount equal to 3 % of the aggregate price (including VAT).
We shall not be liable (on whatever legal grounds) for damages which may not reasonably be foreseen, assuming a normal use of the product. Furthermore, our liability shall be excluded for damages resulting out of a loss of data to the extent that data recovery is not possible or impeded due to a failure to perform appropriate data back-up procedures. The foregoing limitations of liability shall not apply in cases of wilful misconduct or gross negligence.
We are not liable for damages resulting from the customer using digital products from third parties that are not compatible with the software we offer.
The limitations of Sec. 12 do not apply to our liability for guaranteed characteristics within the meaning of Sec. 443 of the German Civil Code, for injury to life, limb or health or under the Product Liability Act.

§ 13 Data protection

We may save and process any data relating to the relevant orders only to the extent permitted under applicable law. Details are set out in the privacy policy available on our website.

§ 14 Applicable law and competent courts

Any contracts entered into between us and the Customer shall be governed by the laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG), without prejudice to any mandatory conflict of laws provisions.
If the Customer is a corporation, limited liability company or commercial partnership or otherwise operates a commercial business (Kaufmann within the meaning of Sec. 1 (1) of the German Commercial Code) or is a legal entity or special fund organised under public law, the courts that have jurisdiction in Ilmenau (Thuringia) shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. In all other cases, we or the Customer may file suit before any court of competent jurisdiction under applicable law.

§ 15 Severability clause

The invalidity of one or more provisions of these GTC shall not affect the validity of the remaining provisions of these GTC.

ZweiPunkt GmbH
Am Vogelherd 92a
DE - 98693 Ilmenau

Managing Director: Christoph Hofer
VAT ID: DE268417713
HRB: 520614
Local Court Jena, Rathenaustraße 13, 07745 Jena