(1) These General Terms and Conditions (hereinafter: “GTC”) shall apply to all business relations of 3DQR GmbH, Hasselbachplatz 2, 39104 Magdeburg (hereinafter: “3DQR” or “we”) with our customers (hereinafter: “Customers”). Customers can be entrepreneurs according to §14 BGB as well as consumers according to §13 BGB. A consumer in this sense is any natural person who concludes the contract for a purpose that can be attributed neither to his commercial nor to his independent professional activity.
(2) The GTC shall apply in particular to contracts for the sale and/or delivery of software and licenses (hereinafter also referred to as “Products”), for the customization of software and for services such as training, software maintenance and on-site support (all services listed in this paragraph 2 hereinafter the “3DQR Services”).
(3) Our GTC shall apply exclusively. Deviating, conflicting or supplementary GTC of the Customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity.
(4) Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. (5) References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.
(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the customer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents – also in electronic form – to which we reserve property rights and copyrights.
(2) The order of 3DQR services shall be considered as a binding offer of contract.
(3) Acceptance can be declared either by order confirmation at least in text form according to §126b BGB (German Civil Code) or by commencement of performance by 3DQR (e.g. delivery of products) to the customer.
Customers who are consumers within the meaning of §13 BGB (any natural person who concludes the contract for a purpose, which can be attributed neither to their commercial nor their independent professional activity) have the following right of objection:
Right of revocation
You have the right to revoke this contract within fourteen days without giving any reason. The revocation period is fourteen days from the day of the conclusion of the contract. To exercise your right of withdrawal, you must inform us (3DQR GmbH, Hasselbachplatz 2, 39104 Magdeburg, [email protected]) of your decision to withdraw from this contract by means of a clear declaration (e.g. a letter, fax or e-mail sent by post). For this purpose, you may use the enclosed sample revocation form, which, however, is not mandatory. To comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.
Consequences of the revocation
If you revoke this contract, we shall reimburse you all payments we have received from you without undue delay and at the latest within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees because of this repayment. If you have requested that the services begin during the withdrawal period, you shall pay us a reasonable amount corresponding to the proportion of the services already provided up to the point in time at which you notify us of the exercise of the right of withdrawal with regard to this contract compared to the total scope of the services provided for in the contract.
– End of the cancellation policy –
Model withdrawal form
If you wish to revoke the contract, please complete this form and return it to: 3DQR GmbH, Hasselbachplatz 2, 39104 Magdeburg, Germany or by e-mail to [email protected].
“I/we* hereby revoke the contract concluded by me/us* for the purchase of the following goods (*)/provision of the following service(*): …
Ordered on (*)/received on (*): …
Name of the consumer(s): …
Address of the consumer(s): …
Signature of consumer(s) (only in case of paper communication):
(*) Delete where not applicable.
(1) 3DQR GmbH shall render 3DQR services in accordance with the respective state of the art.
(2) 3DQR shall be entitled to use the assistance of third parties for the performance of 3DQR services.
(3) In case of leasing of software, 3DQR shall grant the customer the authorizations necessary for the use of the software according to the offer as a simple right of use for the duration of the contract. The customer shall not be entitled to pass on the software or parts thereof to a third party or to enable a third party to use or take note of the software or to use the software for a third party without 3DQR’s written consent.
(4) We shall be entitled to use the data of our customers’ end customers obtained in the course of the provision of 3DQR services for our own business purposes (in particular for product improvement), provided that the data was collected anonymously and cannot be traced back to a specific end customer.
(1) The provisions of this §5 shall only apply to entrepreneurs.
(2) The customer shall be obliged to take appropriate measures to secure software made available to him by 3DQR against access by unauthorized third parties.
(3) If the customer culpably violates his contractual obligations, he shall compensate 3DQR in the internal relationship for all damages incurred by 3DQR due to claims by third parties.
(4) The customer may transfer rights and obligations arising from or in connection with this contract to third parties only with 3DQR’s written consent.
(5) Insofar as 3DQR renders training, consulting or installation services, the customer shall ensure that the necessary preconditions on the part of the customer are met, in particular that the necessary premises and infrastructure, documents and personnel are provided. If the customer does not properly fulfill his duties to cooperate according to sentence 1, the contractually agreed execution periods of 3DQR shall be reasonably extended. 3DQR may invoice the additional expenses caused by the delay, in particular for the extended provision of its own personnel or material resources.
(6) The customer is obligated to inform each end customer who is affected by a data collection by 3DQR in the context of the use of products about the data collection by 3DQR in the context of a data protection statement or in a comparable way by using the attached sample text.
(1) Unless otherwise agreed in individual cases, the remuneration for 3DQR services shall be due and payable within 14 days from the date of invoice and delivery or acceptance of the products or other performance of the 3DQR service.
(2) Upon expiration of the aforementioned payment period the Customer shall be in default. During the period of default, interest shall be charged on the remuneration owed at the statutory default interest rate applicable from time to time. We reserve the right to assert further damage caused by default. With respect to merchants, our claim to the commercial due date interest rate (§ 353 HGB) shall remain unaffected.
(3) The following provisions of this §6 shall only apply to entrepreneurs.
(4) Unless otherwise agreed in individual cases, our prices current at the time of conclusion of the contract shall apply in accordance with the price list/our offer provided to the customer, plus statutory value added tax.
(5) If, after conclusion of the contract, it becomes apparent that our claim to remuneration is jeopardized by the Customer’s lack of ability to pay (e.g. by an application for the institution of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (§321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.
(1) The provisions of this §7 shall only apply to entrepreneurs.
(2) Until full payment of all our present and future contractual claims arising from the sale of products (hereinafter “secured claims”), we retain title to the products sold.
(3) The products subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The customer shall notify us immediately in writing if and to the extent that third parties seize the products belonging to us.
(4) If the customer acts in breach of contract, in particular if the customer fails to pay the remuneration due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the products on the basis of the retention of title and withdrawal. If the customer does not pay the due remuneration, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.
(5) The customer shall be entitled to resell and/or process the products subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
(a) The retention of title shall extend to the products created by processing, mixing or combining our products at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with products of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined products. Otherwise, the same shall apply to the resulting product as to the products delivered under retention of title.
(b) The Customer hereby assigns to us by way of security any claims against third parties arising from the resale of the products or the product in total or in the amount of our co-ownership share, if any, in accordance with the preceding paragraph. We accept the assignment. The obligations of the customer stated in paragraph 3 shall also apply in respect of the assigned claims.
(c) The customer shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets its payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in its ability to pay. If this is the case, however, we may demand that the customer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.
(d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer’s request.
(1) Insofar as 3DQR has committed itself to the Customer to provide services of a recurring nature (such as support services in a certain monthly scope), the following provisions shall apply in this respect, unless otherwise agreed in the individual case.
(2) The duration of the licenses and rights of use shall be agreed individually.
(3) The right to extraordinary termination shall remain unaffected. A good cause entitling 3DQR to extraordinary termination shall exist in particular if the customer infringes 3DQR’s rights of use by using products beyond the scope permitted under this contract and fails to remedy the infringement within a reasonable period of time after a warning by 3DQR.
(4) Any termination must be in writing in accordance with §126 BGB.
(5) In the event of termination, the Customer shall cease using the relevant products, remove all installed copies of products in the form of software from its computers and immediately delete any backup copies that may have been created.
(1) 3DQR warrants the agreed quality of products as well as that the customer can use the products without infringement of third party rights. The warranty of quality shall not apply to defects based on the fact that the products are used in a software environment that does not meet the requirements previously stated by 3DQR or to changes and modifications that the customer has made to products without being authorized to do so by law, by this contract or based on 3DQR’s prior written consent.
(2) If the customer is an entrepreneur, 3DQR shall first be entitled to subsequent performance in case of a material defect, i.e. at its own choice to remedy the defect (“rectification”) or to make a replacement delivery. Within the scope of the replacement delivery the customer shall, if necessary, take over a new version of software, unless this leads to unreasonable impairments. In case of defects of title 3DQR shall at its own discretion provide the customer with a legally unobjectionable possibility of use of the product concerned or modify it in such a way that no rights of third parties are infringed any more.
(3) 3DQR shall be entitled to perform the warranty on the premises of the customer. 3DQR shall also satisfy its obligation to remedy defects with respect to software by making updates provided with an automatic installation routine available for download and by offering the customer telephone support to solve any installation problems that may arise.
(4) The Customer’s right to reduce the purchase price or to withdraw from the contract at its discretion in the event that the rectification or replacement delivery fails twice shall remain unaffected. A right of withdrawal does not exist in the case of insignificant defects. If the customer claims damages or compensation for futile expenses, 3DQR shall be liable according to §10.
(5) If the customer is a consumer, the statutory warranty regulations shall apply without limitation.
(6) With the exception of claims for damages, warranty claims based on material defects shall become statute-barred after two years or after one year if no consumer is involved in the transaction. In the case of the sale of software on a data carrier, the limitation period shall begin with the delivery of the product; in the case of the sale of software by means of download from the Internet, the limitation period shall begin after notification and activation of all necessary data for the download.
(7) Claims for damages and claims for reimbursement of futile expenses shall be governed by §10.
(1) 3DQR shall be liable without limitation
(2) In case of a slightly negligent breach of an obligation that is essential for the achievement of the purpose of the contract (cardinal obligation), 3DQR’s liability shall be limited to the amount of the damage that is foreseeable and typical according to the type of the transaction in question.
(3) There shall be no further liability of 3DQR. In particular, 3DQR shall not be liable for initial defects, unless the requirements of §§9 or 10 para. 1 and 2 of these GTC are met.
(4) 3DQR shall be liable for the loss of data only up to the amount that would have been incurred to restore the data if it had been properly and regularly backed up.
(5) The above limitations of liability shall also apply to the personal liability of 3DQR’s employees, representatives, vicarious agents and bodies.
(1) 3DQR and the customer shall be obligated to treat confidentially all knowledge of the business processes of the other contracting party obtained in the course of the contractual relationship.
(2) 3DQR shall be entitled to use company names and/or logos of customers who are entrepreneurs in the sense of a general reference, in particular also to publish them on websites and in other media. The customer gives his consent to this upon conclusion of the contract. The customer may revoke this consent at any time.
(1) The law of the Federal Republic of Germany shall apply to these GTC and all legal relationships between us and the customer, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant as defined by the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Magdeburg. However, we are also entitled to file suit at the customer’s general place of jurisdiction.
(3) 3DQR reserves the right to change these GTC at any time and without giving reasons for the future. The customer shall be notified of any changes by e-mail or in writing at least four weeks before they come into effect. If the customer does not object to the validity of the new GTC within six weeks after receipt of the notification, the amended GTC shall be deemed accepted. We will again separately point out the significance of this period in the notification of change. If the customer objects in due time, the contractual relationship between him and us shall continue to exist under the previous terms and conditions; in this case, we may terminate the contract without notice.
(4) The customer shall only be entitled to set-off rights to the extent that its claim has been legally established or is undisputed. If the customer is an entrepreneur, this shall apply accordingly to rights of retention.
(5) Should individual provisions of this contract be invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall endeavor to replace the invalid provision with one that comes closest to the contractual objective in legal and economic terms.
Sample text for inclusion in the customer’s data protection agreement in accordance with §5 paragraph 6 of the GTCs
“For the provision of [insert here a sufficiently specific designation of the 3DQR services by means of which data is collected from end customers and passed on to 3DQR, such as certain apps], the technology of the company 3DQR GmbH (www.3dqr.de) is used. Through their use, technical data (such as frequency of QR code calls) is collected by 3DQR GmbH and used for statistical analysis. By analyzing and processing this information, it is possible to optimize our offer accordingly and make it more visitor-friendly. The data is stored and evaluated anonymously. Under no circumstances can the data be used to identify you personally. All IP addresses are shortened so that IP addresses are only processed in anonymized form. It is not possible to use the 3DQR app without collecting this data. If you do not wish such data collection, please refrain from using it. You can have already collected data deleted, please contact us for this.”