Terms and Conditions

1.1. All deliveries and services are governed exclusively by these terms of sale and delivery. Deviating or supplementary terms of the customer that are unfavorable to us shall not become part of the contract, even if we do not expressly object to them.

1.2. The content of the contract is determined by the written agreements. No further agreements have been made. Amendments or additions to the contract are only effective if confirmed by us in writing.

1.3. “Goods” within the meaning of this contract are all items to be provided to the customer under the contract, including software, even where provided in intangible form, for example by electronic transmission.

1.4. “Customer data” means all personal or company-related data provided by a customer during registration or later.

1.5. “We” and “operator” refers to O&O Software GmbH. Further information can be found in the imprint.

1.6. “Customer” means anyone who registers on the operator’s internet portal.

1.7. “O&O Syspectr” is the service offered by the operator, including at www.syspectr.com, which enables Windows computers and/or servers to be monitored and administered using a Software-as-a-Service solution. This applies to computers/servers within the customer’s own company as well as to services the customer provides for others.

2.1. A usage agreement is concluded when, after registration with O&O Syspectr or O&O Software, receipt of a registration confirmation, and completion of registration by the customer, the operator confirms the conclusion of the usage agreement and activates the customer for the use of O&O Syspectr. German and English are available as contract languages.

2.2. The customer must provide all required information completely and correctly and must keep customer data up to date at all times.

2.3. The usage agreement as a framework relationship between the operator and the customer is concluded for an indefinite period. Either party may terminate the usage agreement with seven days’ notice. The right to extraordinary termination for good cause remains unaffected.

2.4. Customer subscriptions and ongoing additional services are fixed or agreed for the respective billing period. These may, for example, be terminated or changed by email with fourteen days’ notice to the end of the billing period.

2.5. The data stored by the customer and the customer profile or account created will be deleted by the operator upon termination of the usage agreement. If the operator is entitled not to delete data for legal or other reasons, it may alternatively block such data.

3.1. Our offers are non-binding. Offers from the customer are deemed accepted when we confirm them in writing or perform the delivery or service. Verbal side agreements are not valid.

3.2. We retain ownership and copyrights to all documents provided to the customer. They may not be used for purposes other than those contractually agreed and may not be made accessible to third parties.

3.3. If software is included in the delivery or service scope, all rights, especially copyright, remain with us. The purchaser merely receives the right to use the software on one computer system at one location without separate additional charge.

3.4. The delivery contract is only deemed concluded once the order has been confirmed by us in writing. In the case of custom-made products, the order is deemed firmly placed after our written order confirmation.

3.5. If installation is carried out by us, the costs shall be borne by the purchaser. Expenses for travel, meals, accommodation, telephone charges, and transport shall be charged separately.

3.6. For call-off orders, the call-offs must be communicated in writing at least 8–10 weeks before the desired delivery date.

3.7. If software deliveries include a license agreement, that agreement becomes contractually valid upon acceptance of the goods.

3.8. We are entitled to commission subcontractors in accordance with Art. 28 GDPR.

4.1. Information about properties contained in our public statements only forms part of the agreed condition insofar as it has become part of the contract.

4.2. We reserve the right to make customary technical changes, especially improvements, until delivery, provided these result only in insignificant changes and do not unreasonably disadvantage the customer.

4.3. If goods are created or modified based on the customer’s specifications, we are not obliged to review those specifications unless expressly agreed otherwise.

5.1. Unless expressly agreed otherwise, software covered by the contract is standard software. The parties agree that, according to the state of the art, it is impossible to develop standard software free from defects for all application conditions.

5.2. If we are obliged to install software, the customer shall ensure that the communicated hardware and environmental requirements are met.

5.3. During test operations and installation, the customer shall ensure the presence of competent and trained employees and shall back up all data before each installation.

6.1. Unless otherwise stated, all displayed prices are quoted in the currency shown on the website.

6.2. Unless otherwise stated in the order confirmation, our list prices apply, or alternatively our customary prices.

6.3. All displayed prices are subject to typographical errors and other mistakes. Unless otherwise specified, prices include VAT but exclude shipping or transport costs.

7.1. Unless otherwise stated in the order confirmation or these terms, invoices are due immediately and without deduction.

7.2. For bank transfers, timely payment is determined by the availability of the funds to us.

7.3. We are entitled to apply payments to the oldest due invoice even if the customer specifies otherwise.

7.4. In the event of late payment, we are entitled to charge default interest of 2% above the discount rate of the European Central Bank.

7.5. We have the right to exclude customers in default from further deliveries.

7.6. We are entitled to assign our claims.

8.1. The customer may only set off undisputed claims or claims that have been finally established by a court. Retention rights may only be exercised for corresponding claims arising from the same legal relationship.

8.2. Assignment of claims against us is excluded. Partial deliveries and partial services as well as corresponding invoicing are permissible if they are not unreasonable for the customer.

9.1. All deliveries are made ex works. We do not guarantee the cheapest shipping method.

9.2. Our delivery deadlines are generally observed within a reasonable scope. For transactions with merchants, however, delivery deadlines are non-binding unless expressly confirmed as binding.

10.1. Obstacles to performance for which we are not responsible result in a corresponding extension of the performance period. This applies in particular to force majeure, war, terrorist acts, natural disasters, traffic or operational disruptions, shortages of energy and raw materials, official measures, and labor disputes.

10.2. Compliance with our delivery obligation requires timely and proper fulfillment of the customer’s obligations.

10.3. If the customer does not accept goods on time, we are entitled, while reserving all further rights, to set a reasonable grace period and subsequently dispose of the item otherwise.

11.1. If, after conclusion of the contract, it becomes apparent that our claim to consideration is endangered by the customer’s lack of ability to perform, the customer is obliged to perform in advance even if no such obligation otherwise exists.

11.2. If payment by installments has been agreed, the entire remaining claim becomes due if the customer is in default with at least two consecutive installments in whole or in part.

12.1. We retain ownership of the items delivered by us until all payments arising from the entire business relationship have been received.

12.2. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing.

13.1. Claims for damages or reimbursement of wasted expenses are available to the customer only in accordance with the cases specified in these terms.

13.2. Where our liability is not excluded, we are liable only for the damage typically foreseeable at the time of conclusion of the contract. For loss or damage to data, we are liable only for the cost of restoration where proper backup copies exist.

13.3. The liability provisions also apply to claims for damages arising from pre-contractual obligations and business contacts.

13.4. The above provisions also apply to claims based on transferred rights.

13.5. Where our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff members, representatives, and vicarious agents.

14.1. The customer’s rights due to material defects are subject to proper inspection and notification in accordance with Section 377 of the German Commercial Code.

14.2. If the customer is a consumer, the customer may initially choose whether subsequent performance is to be carried out by repair or replacement delivery. If the customer is an entrepreneur, we are entitled, at our discretion, to remedy the defect or provide a new delivery.

14.3. The limitation periods for claims due to defects are governed by the periods and exceptions specified in these terms.

15.1. For any rectification, the customer must provide us with the information required for error diagnosis and correction and provide appropriate cooperation.

15.2. The customer is obliged to report identified defects in as much detail and in as reproducible a manner as possible.

15.3. If it turns out that no claim to subsequent performance exists, the customer must reimburse the costs if the customer is responsible for our involvement.

15.4. If the customer is held liable for infringement of third-party rights or is requested to cease further use of the delivered item, the customer must inform us immediately.

Both parties are obliged to keep confidential all business and trade secrets of the other party that become known in the course of contract performance, as well as all non-public information about the other party.

17.1. We are entitled to process data received about the customer in connection with the business relationship within the meaning of the GDPR and the German Federal Data Protection Act.

17.2.1. We collect data in order to provide better services to our users. When you create an O&O Software or O&O Syspectr account, you provide us with personal data, including your email address and a password.

17.2.2. We use your data to provide our services. To use O&O Syspectr, it is necessary to collect data about your PCs in order to enable the basic functionality of O&O Syspectr.

17.3. In accordance with Section 34 of the German Federal Data Protection Act and Art. 15 GDPR, you are entitled at any time to request information about the data stored about you.

17.4. In accordance with Section 35 of the German Federal Data Protection Act, you may request the correction, deletion, and blocking of individual personal data at any time.

18.1. We point out that export of the delivered goods may only take place with prior official approval.

18.2. Suspension of the limitation period for customer claims during negotiations only occurs if we have entered into negotiations in writing.

18.3. The customer is obliged to act lawfully at all times when using O&O Syspectr and other O&O products.

19.1. For contracts with merchants, the place of performance for both parties is the registered office of our company.

19.2. These terms and the entire legal relationship between the parties are governed by substantive German law. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

19.3. If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction is the registered office of our company, although we are entitled to sue the customer at another statutory place of jurisdiction.

19.4. The invalidity of provisions in these contractual terms does not affect the validity of the remaining provisions.

O&O Software GmbH
Bülowstraße 66
10783 Berlin
Germany

Tel. +49 30 991 91 62 00
Fax +49 30 991 91 62 99
Email: info@oo-software.com
Web: www.oo-software.com