1.1 covum GmbH and /or is affiliates (‘Covum‘) offer(s) a range of websites. Any use of these websites provided by Covum (‘Covum Websites’) as well as any transactions is exclusively subject to these General Terms and Conditions. These terms may be amended, modified or replaced by other terms and conditions.
1.2 With login, or where a login is not required, in accessing or using the Covum Website these General Terms and Conditions are accepted in their then current version.
1.3 If the User uses this Covum Website as business customer, i.e. that it is not acting for purposes which are outside its trade, business or profession, or as administration customer, § 312e para. 1 sentence 1 no. 1-3 of the German Civil Code does not apply.
1.4 The General Terms and Conditions can be accessed at any time on the Covum Website.
2. Registration and Password Protection
2.1 In the interest of safety and security of business transactions, registrations and an authentification with appropriate access data (‘Registration with Access Data’) may be required for access to some pages of the Covum website. Only registered Users may access said pages. Covum reserves the right to deny registration to any User. Covum particularly reserves the right to declare certain sites, which were previously freely accessible, subject to registration.
2.2 For registration the User shall give accurate information and, where such information changes over time, update such information (to the extent possible: online) without undue delay. The User shall ensure, that its e-mail address, as supplied to Covum, is current at all times and an address at which the User can be contacted.
2.3 Upon registration WITH ACCESS DATA the User will be provided with an access code, comprising a User ID and a password (‘User Data‘). On first access the User shall promptly change the password received from Covum into a password known only to the User. The User data allows the User to view or change its data or, as applicable, to withdraw its consent to data processing.
2.4 The User shall ensure that User data is not accessible by third parties and is liable for all transactions and other activities carried out under its User data. At the end of each online session, the User shall log-off from the password protected websites. If and to the extent the User becomes aware that third parties are misusing its User data the User shall notify Covum thereof without undue delay in writing, or, as the case may be, by e-mail.
2.5 After receipt of the notice under paragraph 2.4, Covum will deny access to the password-protected area under such User data. Access by the User will only be possible again upon the User’s application to Covum or upon new registration.
2.6 The User may at any time request termination of its registration in writing, provided that the deletion will not violate the proper performance of contractual relationships. In such event Covum will remove all User data and other stored personally identifiable data of the User as soon as these data are no longer needed.
2.7 Covum is entitled, at any time and without obligation to give reasons, to deny the User the right to access the password-protected area by blocking its User data. This is particularly relevant if the User uses false data for the purpose of registration, violates these General Terms and Conditions or neglects its duty of care with regard to User data, violates any applicable laws in access to or use of the Covum Website or did not use the Covum Website for a longer period.
3. Delivery and Services
3.1 Through the website Covum provides specific information and software as well as – as the case may be - related documentation for viewing or downloading.
3.2 Any information and offers on the Covum Website are non-binding and subject to change. A sales contract becomes legally binding as soon as Covum has received the customer’s order in writing or via telex and Covum has acknowledged the receipt of the order (e.g. by telephone, e-mail, delivery or conclusive action).
3.3 Online orders of software products and services offered by Covum are to be placed in the according area on the Covum Website. Only registered Users will be able to access said area. A sales contract only becomes legally valid if Covum acknowledges receipt of the User’s order (e.g. by telephone, e-mail, delivery or conclusive action).
3.4 Software products ordered by the customer will be delivered by e-mail or the customer will be enabled to download these products in a specifically protected area of the Covum Website. In the sole case of the unavailability or malfunction of the download area on the Covum Website or e-mail and if these problems cannot be remedied within a reasonable period of time, Covum considers delivery of said products, using suitable media (CD ROM, DVD), by conventional means of shipping.
3.5 Covum may stop the operation of the Covum Website in full or in part at any time. Due to the nature of the internet and computer systems, Covum assumes no responsibility for the continuous availability of the Covum Website.
4. Rights of Use to Information, Software and Documentation
4.1 The use of any information, software and documentation made available on or via this Covum Website is subject to these General Terms and Conditions or, in case of updating information, software or documentation, subject to the applicable license terms previously agreed to with Covum. Separately agreed to license terms shall prevail over these General Terms and Conditions.
4.2 Covum grants User a non-exclusive and non-transferable license, which may not be sublicensed, to use the information, software and documentation made available to the User on or via the Covum Website to the extent agreed, or in the event of no such agreement to the extent of the purpose intended by Covum in making same available.
4.3 Software shall be made available in object code. There shall be no right for the source code to be made available. This shall not apply to source code related to open source software, which license conditions take priority over these General Terms and Conditions in the case of transfer of open source software and which conditions require the making available of the source code. In such case Covum shall make the source code available on enquiry.
4.4 Information, software and documentation may not be distributed by the User to any third party at any time nor may it be rented or in any other way made available. Unless such is allowed by mandatory law, the User shall not modify the software or documentation nor shall it disassemble, reverse engineer or decompile the software or separate any part thereof. The User may make one backup copy of the software where necessary to secure further use in accordance with these General Terms and Conditions.
4.5 The information, software and documentation are protected by copyright laws as well as international copyright treaties as well as other laws and conventions related to intellectual property. The User shall observe such laws and in particular shall not modify, conceal or remove any alphanumeric code, marks or copyright notices neither from the information nor from the software or documentation, or any copies thereof.
4.6 §§ 69a et seq. of the German Copyright Law shall not be affected hereby.
5. Intellectual Property
5.1 Notwithstanding the particular provisions in § 4 of these General Terms and Conditions, information, brand names and other contents of the Covum Website may not be changed, copied, reproduced, sold, rented, used, supplemented or otherwise used in any other way without the prior written permission of Covum.
5.2 Except for the rights of use and other rights expressly granted herein, no other rights are granted to the User nor shall any obligation be implied requiring the grant of further rights. Any and all patent rights and licenses are expressly excluded.
6. Duties of the User
6.1 In accessing or using the Covum Website the User shall not
harm other persons, in particular minors, or infringe their personal rights.
breach public morality in its manner of use.
violate any intellectual property right or any other proprietary right.
upload any contents containing a virus or any other program that could damage data.
transmit, store or upload hyperlinks or contents to which the User is not entitled, in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or unlawful.
distribute advertising or unsolicited e-mails (so-called ‘spam‘) or inaccurate warnings of viruses, defects or similar material and the User shall not solicit or request the participation in any lottery, snowball system, chain letter, pyramid game or similar activity.
6.2 Covum may deny access to the Covum Website at any time, in particular if the User breaches any obligation arising from these General Terms and Conditions.
7.1 In case of the shipment of ordered software products on data carriers (CD ROM, DVD) as given in paragraph 3.4 Covum bears all shipping costs incurred. In any other case the customer must specifically and additionally request that the purchase will be shipped on one of the mentioned data carriers. In this case Covum will charge postage and package flatrate of 29.00 euro per shipment.
7.2 The customer shall assert claims concerning transport damages directly towards the shipping company within a reasonable period of time and shall also inform Covum. ´
7.3 The customer will bear all risks as soon as the goods have been handed over to the person responsible for transport or have left Covum’s properties for shipment by mail. However, Covum will insure said goods at the expense of the purchaser if insurance of goods has been requested in writing from Covum.
7.4 In the case of a shipment to Covum the sender will bear the transport costs as well as any risk, in particular the transport risk, until the arrival of the goods at Covum.
8. Prices, Invoices and Terms of Payment
8.1 Prices for products and services may be consulted from the according order forms and offers on the Covum Website and from each of the applicable price lists. All prices do not include sales tax unless otherwise stated in the order forms, on the Covum Website or in each of the applicable price lists.
8.2 After shipment of goods Covum will issue a valid invoice to the purchaser in which all ordered products and services are charged excl. VAT. Issuing net invoices excl. VAT for shipment to other countries within the EU is only possible on delivery of an applicable sales tax identification number. The purchaser will receive the invoice either by means of the Covum Website for download or print, or by e-mail or in written form or by telex.
8.3 Invoices are to be paid without any discount within a fortnight unless different terms of payment have been agreed on in writing. From the 30th day after date of invoice Covum is entitled to charge interest on arrears of 3 % above the applicable bank rate of the Federal Bank of Germany. An offset in favor of the customer is only admissible against uncontested or legally valid claims. The purchaser can only claim franchise as far as it is based on the same sales contract.
8.4 Covum reserves the right to change and amend the possible and permitted methods of payment at any time.
9. Claims and Right of Return
9.1 Claims due to scope of delivery, defects of quality, erroneous deliveries and quantity variances are to be asserted without delay, at the latest, however, within a fortnight after the receipt of the goods in writing or by telex. In case of legitimate claims Covum will rectify within a reasonable period of time and take back shipment or grant a discount to the purchaser reserving for exclusion after its own choice.
9.2 If the shipment of a rectified product or a subsequent delivery is also inadequate, the purchaser is entitled to charge a discount or to return the goods.
9.3 Please take into account that regarding the shipment of software by media (CD ROM, DVD) unsealed goods are excluded from the above-mentioned right of return. Furthermore, there is no right of return for software downloads, as the download is not suitable for return due to its nature.
10. Object of Purchase and Ownership Structure
10.1 The object of purchase remains property of Covum until the payment is complete. The retention of title also remains for all claims against the purchaser referring to the object of purchase, e. g. due to repairs as well as other services which the purchaser will acquire subsequently.
10.2 For the duration of the retention of title the purchaser is entitled to the ownership and the contractual use of the object of purchase as long as he fulfils his obligations deriving from the retention of title and his obligations resulting from the business connection in due time. In the case that Covum asserts the right from the agreed retention of title, the purchaser is obliged to provide Covum with all necessary information.
11. Liability for defects of title or quality
11.1 Insofar as any information, software or documentation is made available at no cost, any liability for defects as to quality or title of the information, software and documentation especially in relation to the correctness or absence of defects or the absence of claims or third party rights or in relation to completeness and/or fitness for purpose are excluded except for cases involving willful misconduct or fraud.
11.2 The information on the Covum Website may contain specifications or general descriptions related to the technical possibilities of individual products which may not be available in certain cases (e. g. due to product changes). The required performance of the product shall therefore be examined and mutually agreed in each case at the time of purchase.
12. Other Liabilities, Viruses
12.1 Covum will assume liability for defects in relation to quality and title according to § 11.
12.2 Any further liability of Covum is excluded unless required by law, e. g. under the Act on Product Liability or in cases of willful misconduct, gross negligence, personal injury or death, failure to meet guaranteed characteristics, fraudulent concealment of a defect or in case of breach of fundamental contractual obligations. The damages in case of breach of fundamental contractual obligations is limited to the contract-typical, foreseeable damage if there is no willful misconduct or gross negligence.
12.3 Although Covum makes every endeavor to keep the Covum Website free from viruses, Covum cannot make any guarantee that it is virus-free. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software and documentation.
12.4 §§ 12.1 and 12.2 do not intend nor imply any changes to the burden of proof to the User’s disadvantage.
13. Data Storage and Data Privacy Protection
13.1 For collection, use and processing of personally identifiable data of the User of the Covum Website, Covum shall comply with applicable laws on data privacy protection.
13.2 Covum is entitled to collect, store and process all necessary personally identifiable data of the User within the business relationship. Personally identifiable data will not be passed on to third parties.
14. Supplementary Agreements, Place of Jurisdiction, Applicable Law
14.1 Any supplementary agreement requires the written form.
14.2 The place of jurisdiction shall be Erlangen if the User is a merchant in terms of the German Commercial Code (Handelsgesetzbuch).
14.3 The individual pages of the Covum Website are operated and administrated by Covum. The pages comply with the law applicable in Germany. Covum assumes no responsibility for the availability of the information, software and/or documentation on the Covum Website at locations outside Germany. If Users access Covum Website from outside Germany, they are exclusively responsible for compliance with all applicable local laws.
14.4 These General Terms and Conditions shall be governed by – and all disputes relating to or in connection with these General Terms and Conditions or their subject matter shall be resolved in accordance with – the laws of Germany, to the exclusion of its conflict of laws rules.
15. Final Provisions
15.1 The nullity of single provisions of these General Terms and Conditions has no impact on the validity of the remaining provisions. The ineffective provision will be replaced by a valid provision which will resemble the ineffective provision in its economic effect as closely as possible.
15.2 All sales prices are net prices and given in EURO plus the applicable VAT. Errors in product descriptions and prices are excepted.