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General Terms and Conditions
(GTC) of Capefoxx
1. Scope of use 2.6 In case the contractual partner is requesting a sales
1.1 The following General Terms and Conditions (“GTC”) statement, along with the order confirmation they
equally apply to Capefoxx AG and related companies approve the right for Capefoxx to disclose the data of
like Capefoxx Relicense GmbH, all referred to as the demanded delivery to the external auditors, who
“Capefoxx”. These GTC apply exclusively; deviating are able to generate such sales statement. The
or supplementing terms of the contractual partner will correctness of the information in the sales statement
not apply to the contractual relationship unless is covered by a standard auditor liability insurance
Capefoxx has explicitly approved in writing that they with a cover of EUR 5 million net based on a contract
signed between Capefoxx and the auditors which is
apply.
covering any consulting mistakes during the review
process of the provided proof basis. An NDA
2. Services, conclusion of contract, written form guarantees the confidentiality that no data is shared
requirement to any other external party.
2.1 Capefoxx optimizes the way companies buy use and
sell software licenses. The contractual obligation
3. Payment terms
consists of the transfer of rights of use with regard to
software programs. The scope of the rights of use is 3.1 Prices stated are always exclusive of the applicable
derived from the mandatory provisions of copyright statutory value-added tax.
law as well as the license terms of the copyright 3.2 The payment terms shown on the offer and invoice
owner. The rights of use with regard to the software form provided will apply.
programs will be transferred in relation to the software 3.3 In case of late payment, Capefoxx AG is entitled to
versions indicated in the license terms. claim back the licenses and to request the payment
2.2 In case the ordered product is not supported anymore of interests in the amount of 8%p.a. The claiming of
from the software manufacturer (IP owner) because further damages, if any, remains reserved.
of its end of lifecycle and in case the keys are blocked 3.4 Capefoxx AG is entitled to refuse to perform all obli-
from the software manufacturer, Capefoxx cannot be gations owed under the contractual relationship or to
held responsible for the ongoing functionality of the only perform them against advance payment as long
product as the contractual partner is in default with regard to
2.3 An order form signed by the contractual partner its payment obligations.
qualifies as a binding offer of the contractual partner 3.5 The contractual partner is only entitled to exert the
unless the contract is concluded by mutual signa- rights of set-off or of retention if its counter claim is
ture immediately. Capefoxx may accept such an offer undisputed or has been decreed by a final court deci-
within two weeks upon receipt by countersignature. sion.
2.4 The contractual obligation is exclusively described in
the written order confirmation or the concluded con-
4. Delivery, delivery dates
tract, respectively.
4.1 Delivery and performance dates are set out in the
2.5 All agreements by and between the parties as well as
order confirmation of Capefoxx respectively the
any subsequent supplementary or deviating
contract. If it has not been agreed otherwise, indi-
agreements need to be in writing to be effective. This
cated dates are to be understood as “approximate
also applies to the reversal of this requirement of
dates”. Final dates will be announced by Capefoxx in
written form.
a timely manner.
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4.2 Capefoxx is entitled to perform partial deliveries. confirmation of justification of the claim by Capefoxx,
4.3 In case that Capefoxx is under the obligation of the contractual partner is entitled to withdraw from the
advance performance, it may refuse performance contract regarding the products within one month
without default if – after the conclusion of the agree- after information of Capefoxx and will be refunded
ment – circumstances become apparent that give with the full value of the corresponding products in the
cause to the conclusion that the contractual partner is contract. Damage claims of the contractual partner
not able to fulfil its contractual obligation, i.e., its are excluded to the extent permitted by law.
payment obligation. In this case, Capefoxx is entitled 6.3 Section 6 only applies if the contractual partner uses
to determine a deadline within which the contractual the products in the EU, UK, Switzerland and/or
partner is required to pay versus delivery or provide a Turkey.
security. In case such deadline expires without
success, Capefoxx may rescind the contract and
claim reimbursement of the accrued damages or vain 7. Indemnification
expenses. Damage claims of the contractual partner 7.1 Capefoxx shall indemnify the contractual partner from
are excluded to the extent permitted by law. claims of the software manufacturer in connection
with the license transfer provided that the contractual
partner (1.) confirms that it used the products in the
5. Exclusion of other services, system EU, UK, Switzerland and/or Turkey, only, (2.)
responsibility immediately informs Capefoxx about the claims, (3.)
5.1 Capefoxx exclusively distributes licenses. It does not does not acknowledge the claims (or make an
provide installation, development, support or similar economically comparable statement) with regard to
services unless explicitly stated. the claims, (4.) leaves the legal defence to Capefoxx
5.2 The contractual partner is solely responsible for its to the degree procedurally permissible and (5.)
hardware and software environment, any interfaces – supports Capefoxx with regard to the legal defence
if necessary – and the compatibility and the service- adequately and at its own expense.
ability of the acquired software licenses in relation to
its hardware and software environment. 8. Liability
8.1 Capefoxx shall be liable without limitation for damages
6. Right of Withdrawal caused by wilful conduct or gross negligence as well
6.1 In case that the contractual partner or Capefoxx as within the scope of applicable mandatory product
receives a legal notice from a person entitled to do so liability provisions or in accordance with applicable
on behalf of the software manufacturer, or from an mandatory law.
auditor authorized by the software manufacturer, 8.2 The contractual partner is required to implement ade-
stating that they are unwilling to acknowledge the li- quate safeguards to prevent and minimize damages.
cense transfer, Capefoxx will review this note im- In this context, the contractual partner also is required
mediately. to secure all of its data on a regular basis.
6.2 Should Capefoxx consider the claim as unjustified, it 9. Applicable law, Jurisdiction
will clarify the matter in relation to the software 9.1 Agreements between Capefoxx AG and the contrac-
manufacturer at the expense of Capefoxx. If it turns tual partner and all legal relationships in connection
out that the claim is justified, Capefoxx may replace therewith, irrespective of their legal nature, are exclu-
the products by products the software manufacturer sively governed by the substantive laws of Switzer-
acknowledges, within one month after the land, with the express exclusion of any conflict of law
confirmation of justification of the claim by Capefoxx. provisions (private international law) and internation-
In case Capefoxx is unable to provide the contractual al law (in particular excluding the UN Convention on
partner with such products within one month after the
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Contracts for the International Sale of Goods (Vienna
Convention, CISG) of April 11, 1980).
9.2 Any dispute arising under agreements between
Capefoxx AG and the contractual partner or with re-
spect to any and all legal relationships in connection
therewith or in the context thereof, each regardless of
their legal nature, shall be submitted to the exclusive
jurisdiction of the ordinary courts of Zug, Canton of
Zug, Switzerland.
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