Terms and Conditions

General Terms and Conditions (GTC)

§ 1 Application of the General Terms and Conditions                              

(1)    The General Terms and Conditions accepted by both contracting parties govern the terms and conditions between CR Mediendesign & Development, owner Christoph Richter, Uppenbergstraße 14, 48149 Münster, hereinafter referred to as the "Contractor" and the customer, hereinafter referred to as the "Client", as a service contract within the meaning of Sections 611 et seq. BGB (German Civil Code), unless otherwise agreed in writing between the contracting parties.
(2)    The Contractor offers various services in the area of Software-as-a-Service ("Saas"). The nature and scope of the services provided by both parties are governed by the contractual agreements. The Contractor shall provide SaaS services for the Client via the Internet in the area of software. The object of the contract is the provision of the software for the term of the contract together with the granting of the rights required for its use in accordance with the contract, as well as the use of the website for public presentation by the Client.  The scope of services defined in the contract is deemed to be the agreed quality.
(3)    The object of the order is the provision of an agreed service (service contract) and not the achievement of a specific result (no contract for work). The commissioned services shall be deemed to have been rendered when the required services have been performed and any questions that may arise have been dealt with. The Client undertakes in his own interest to provide all relevant information truthfully and completely.
(4)    These General Terms and Conditions apply to companies in accordance with § 14 BGB and to consumers in accordance with § 13 BGB. 
(5)    These terms and conditions apply to all current and future business relationships between the Contractor and the Client.
(6)    Deviating, conflicting or supplementary General Terms and Conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing by the Contractor.
 

§ 2 SaaS service 

(1)    The SaaS solution provides a REST API for retrieving precious metal prices in various currencies. The API enables users to retrieve values that are updated every minute.
(2)    However, the SaaS solution is not suitable for trading. It is not designed for high performance and does not offer real-time data, only values that are updated every minute.
(3)    The provider does not guarantee that the data provided is suitable for trading activities or that it will be available at all times. Use of the API is at the Client's own risk.
 

§ 3 Conclusion of contract

 
(1)    The Client books a corresponding service with the Contractor. The Contractor accepts this booking by means of a booking confirmation. A booking can be made via the Contractor's website. 
(2)    In any case, the contract is only concluded when the Contractor confirms the Client's booking. The Client's booking is binding. The Client shall receive an invoice by e-mail with the booking confirmation. 
(3)    The Contractor's offers are non-binding. Acceptance, additions, amendments and ancillary agreements require written confirmation by the Contractor.
(4)    The Contractor is entitled to refuse a contract without giving reasons, e.g. if the Contractor cannot or may not provide the service due to its specialization or for legal reasons, or if there are reasons that could put it in conflict of conscience. In this case, the Contractor's fee claim for the services rendered up to the point of refusal shall remain unaffected.
 

§ 4 Content of the contract

(1)    The Contractor shall provide its services to the Client in such a way that it applies its knowledge and skills in the above-mentioned areas. The Contractor shall provide the Client with the agreed software for use within the framework of a Software-as-a-Service contract (SaaS contract). The software is the property of the Contractor and is not sold but merely leased.
(2)    To access and use the Service, the Contractor shall provide the Client with the necessary access data required to access the Service.
(3)    The Client undertakes to use the information materials, reports and analyses produced by the Contractor as part of the service only for its own purposes. The Client shall receive the exclusive and non-transferable right to use them. 
(4)    All of the Contractor's documents are protected by copyright. This applies to both the content on the Contractor's website and other documents. The Client is not entitled to reproduce, distribute or publicly reproduce such documents. The Client is also not entitled to make image, film or sound recordings of the methods of the service without the express permission of the Contractor.
(5)    If software is included in the scope of delivery, the Client shall be granted a non-exclusive and non-transferable right to use the software supplied, including its documentation, exclusively for use on the delivery item intended for this purpose. Use, duplication, revision, translation of the software and conversion of the object code into the source code for other purposes is prohibited.
 

§ 5 Performance of the service

(1)    The service is based on cooperation. The Client is responsible for providing a correct e-mail address and regularly checking his e-mails. 
(2)    The Contractor shall be entitled to postpone the performance of a service if it or a third party service provider engaged by it is prevented from performing the service on the agreed date, e.g. due to riots, strikes, lockouts, natural disasters, storms, traffic obstructions or illness, which prevent the Contractor from performing the service on the agreed date through no fault of its own. In this case, the Client shall not be entitled to compensation.
(3)    The illustration and description of the service on the Contractor's website are for illustrative purposes only and are only approximate. No guarantee is given for complete compliance. 
(4)    The Contractor is entitled to adjust the content or process of the service for technical reasons, for example if there is a need to update or further develop the content of the service, provided that this does not result in a significant change to the content of the service and the change is reasonable for the Client.
(5)    The Contractor shall provide the Client with the latest version of the agreed software and shall ensure that the software is maintained and serviced. The Contractor shall be entitled to update and expand the software at any time in order to improve the performance of the software or to adapt it to the needs of the market.
(6)    The Client is obliged to use the software exclusively for its own operational purposes and to comply with the contractual provisions. The Client is not authorized to modify or decompile the software. The Client undertakes not to use any data or content that violates applicable law or infringes the rights of third parties.
(7)    The Contractor does not have to perform the service itself. It is entitled to outsource the performance of the service to third parties, e.g. subcontractors, at its own discretion. 
(8)    The Client is obliged to take suitable measures to protect the software from access by unauthorized third parties, in particular to store all copies of the software in a protected location.
 

§ 6 Merchant of Record (MoR)

(1)    The Contractor uses the Merchant of Record (MoR) Paddle.com for the execution of invoices, payments, processing of the purchase as well as for revocations, refunds and terminations. The MoR is a legally independent service provider acting on behalf of the Contractor.
(2)    All financial transactions in connection with the use of the SaaS services, including but not limited to invoicing, receipt of payments, refunds and processing of revocations and terminations, are processed via the MoR.
(3)    The Client agrees that the MoR may receive and process all data required to carry out the aforementioned transactions.
 

§ 7 Payment

(1)    There are fees for using the SaaS solution, the amount of which can be found in the Contractor’s current price list. There are various packages that are charged monthly and include a certain number of hits. There are also so-called booster packages, which involve a one-off payment in return for a certain number of hits. 
(2)    The fees to be paid by the Client for the SaaS services shall be invoiced by the MoR. MoR shall handle all payment processing, invoice, tax management, refunds, subscription management and terminations directly with the Client. The respective payment terms and guidelines of the MoR apply in this regard: https://www.paddle.com/legal/checkout-buyer-terms 
(3)    Payment is due on receipt of the invoice by e-mail. The payment terms and the possible means of payment are shown on the invoice. 
(4)    The monthly fee is paid in advance. In the event of unsuccessful payment, the Contractor is entitled to block access to the software.  
(5)    In addition to the fee-based packages, the Contractor offers a free plan under which the Client receives a low number of hits if they have not booked a monthly plan and their hits are less than 100. However, the credit is only given as a gesture of goodwill, and the Contractor reserves the right to adjust the number of free hits at any time or to cancel them completely. The Client is not entitled to the free hits.
(6)    Unless otherwise stated, all prices are subject to the applicable statutory VAT.
 

§ 8 Property rights of the Contractor and third parties

(1)    All rights to the results of the service in connection with the Contractor's work for the Client, in particular all rights of use under copyright law, all design rights, all trademark and labeling rights and other intellectual property rights (including all stages of development), shall belong exclusively and without restriction to the Contractor.
(2)    The Client hereby transfers to the Contractor the exclusive rights of use, unrestricted in terms of time, space and content, at the time the results are created.
(3)    The Contractor shall permanently retain the rights to its logo and brand. The Contractor's brand and logo may not be used by the Client without the Contractor's consent. 
(4)    If the use of the work results created by the Contractor in accordance with the contract infringes third-party property rights, the Client shall indemnify the Contractor against legally established third-party claims based on existing third-party property rights insofar as the work results are based on specifications or materials provided by the Client. The Client shall inform the Contractor immediately in writing of any claims asserted.
 

§ 9 Confidentiality 

(1)    The parties should treat all business secrets and other information of the other party marked as confidential (hereinafter referred to as "Confidential Information") as confidential. The receiving party ("Recipient") shall treat the Confidential Information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessman.
(2)    The use of confidential information is limited to use in connection with this contract. Confidential information may not be disclosed to third parties without the prior consent of the disclosing party. Consent must be given in writing. No third parties within the meaning of this paragraph are affiliated companies of the parties and consultants who are obliged by law to maintain confidentiality.
(3)    To the extent required by applicable law, the Recipient is also entitled to disclose and transfer confidential information. To the extent permitted by law, the Recipient shall inform the disclosing party before disclosing confidential information.
(4)    The parties shall impose on their employees or third parties to whom they disclose confidential information a confidential treatment of this information within the framework of the respective subcontractor and employment relationships with the provision that the obligation to maintain confidentiality shall continue beyond the end of the respective subcontractor or employment relationship, unless a corresponding general obligation to maintain confidentiality already exists.
(5)    Exempt from the obligation of confidentiality is information that
a)      were already generally known when the contract was concluded or subsequently become generally known without breach of the confidentiality obligations contained in this contract; 
b)      the Recipient has developed independently of this contract; or
c)      the Recipient has received from third parties or outside this contract from the Disclosing Party without an obligation of confidentiality.
The burden of proof for the existence of the exceptions mentioned in this paragraph shall lie with the party invoking the exception.
(6)    Upon termination of this contract, the parties shall surrender or delete confidential information in their possession to the other party at the request of that party. This does not apply to confidential information for which there is a longer statutory retention obligation and data backups as part of normal backup processes.
(7)    The Contractor shall be entitled to use empirical knowledge, such as ideas, concepts, methods and know-how, which is developed or disclosed in the course of the performance of the contract, and which is stored in the memory of the persons employed to provide the service. This shall not apply if this infringes the Client's industrial property rights or copyrights. The obligation to maintain confidentiality remains unaffected by this.
 

§ 10 Term and termination

(1)    The contract is concluded for the term agreed in the respective contract. If it concerns the one-off provision of a service, this is noted in the contract and the following paragraphs of § 10 are not applicable.  
(2)    Unless otherwise agreed between the Contractor and the Client, the contract term shall be extended by one month in each case if the Client is a consumer. In the case of entrepreneurs, the contractual relationship shall always be extended by the original term.
(3)    If the contractual relationship is not terminated up to one month before the end of the respective term, it shall always be extended by a further month if the Client is a consumer. In the case of entrepreneurs, the contractual relationship is always extended by the original term. 
(4)    After the end of the regular term, the notice period is one month to the end of each calendar month for consumers and one month to the end of the extended term for entrepreneurs. 
(5)    Notice of termination must be given to the MoR, which will process the termination. The respective termination conditions and guidelines of the MoR apply: https://www.paddle.com/legal/checkout-buyer-terms 
(6)    The right to termination without notices and extraordinary termination for good cause remains unaffected. An extraordinary right of termination on the part of the Contractor exists in particular if the Client is in arrears with payments more than twice, if it intentionally violates provisions of these GTC and/or has intentionally or negligently committed prohibited acts or if the relationship of trust is permanently disturbed.
(7)    In the event of premature termination by the Client for good cause, the Contractor's claim to remuneration shall remain unaffected. The Client reserves the right to prove that the Contractor has incurred no or significantly less damage.
 

§ 11 Liability and warranty

(1)    The Contractor shall be liable to the Client in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.
(2)    In other cases, the Contractor shall only be liable - unless otherwise regulated in paragraph (3) - in the event of a breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Client may regularly rely (so-called cardinal obligation), limited to compensation for foreseeable and typical damage. In all other cases, the Contractor's liability is excluded, subject to the provision in paragraph (3).
(3)    Liability for damages resulting from injury to life, limb or health and under the Product Liability Act remains unaffected by the above limitations and exclusions of liability.
(4)    The Contractor protects its Clients as best it can against cybercrime. Unfortunately, this cannot always be prevented. The exclusion of liability in paragraphs (1) – (3) shall also apply, with the aforementioned exceptions, to damages incurred by the Client as a result of such cybercrime. 
(5)    As part of the SaaS solution, the Contractor provides a specially generated index that is based on current commodity prices. However, it is expressly pointed out that this index does not claim to be correct and does not fully conform to the exchange prices.
(6)    The Contractor accepts no liability for the accuracy, completeness and timeliness of the key figures provided. The index is offered at a favorable price as it is not suitable for trading activities or as a reliable source for financial decisions.
(7)    The Contractor shall not be liable for any damages arising from the use of the key figures provided, including but not limited to financial losses or lost profits. The use of the index is at the Client's own risk.
 

§ 12 Data protection

(1)    The Client expressly agrees to the electronic data processing of his personal data within the framework of the following regulations. Customer data will be treated with absolute confidentiality. The data provided by the Client will be used exclusively for the professional execution of the service. The data will not be passed on to third parties. This does not apply to information that is publicly accessible or becomes publicly accessible without the unauthorized intervention or omission of the contracting parties or must be made accessible by court order or by law. In the case of support assistance for problems of the Client, it may be necessary to access data records of the Client. This access is limited to the period of the respective support measures.
(2)    The Contractor undertakes to maintain secrecy about all confidential information (including business secrets) that it learns in connection with this contract and its execution and not to disclose it to third parties, pass it on or use it in any other way. Confidential information is information that is marked as confidential or whose confidentiality is evident from the circumstances, irrespective of whether it has been communicated in written, electronic, embodied or oral form. The confidentiality obligation shall not apply if the Contractor is obliged to disclose the confidential information by law or on the basis of an official or court decision that has the force of res judicata. The Contractor undertakes to agree with all employees and subcontractors a regulation with the same content as the preceding paragraph.
(3)    The parties shall comply with the applicable data protection provisions applicable to them in each case. The separate data protection provisions on the Contractor's homepage under the following link shall apply: https://www.paddle.com/legal/privacy
(4)    For the processing of personal data of the MoR within the framework of the contractual relationship, the data protection provisions of the MoR also apply: https://www.paddle.com/legal/privacy
 

§ 13 Statutory right of withdrawal for consumers

(1)    Consumers have a statutory right to withdraw from the contract 14 days of concluding the contract.
(2)    Withdrawal can be made using the Paddle support form (paddle.net) or by e-mail to help@paddle.com, quoting the Paddle order number. 
(3)    For this purpose, the Contractor refers to the separate revocation instructions of the MoR at: https://www.paddle.com/legal/checkout-buyer-terms 
(4)    All remaining hits (credits) will be deleted in full. The customer account remains active and may therefore have a negative hit balance. There will be ne pro-rata refund for hits that have already been used.

 

§ 14 European dispute resolution

(1)    The Contractor refers to the online dispute resolution pursuant to Art. 14 para. 1 ODR-VO: The European Commission provides a platform for online dispute resolution (OS), which Clients can find at https://ec.europa.eu/consumers/odr. Here you can enter into the out-of-court settlement of consumer disputes arising from online contracts.
(2)    The Contractor is not willing or obliged to participate in a dispute resolution procedure before a consumer arbitration board.
 

§ 15 Final provisions

(1)    Should individual provisions of the GTC or the respective service contract be or become invalid or void, this shall not affect the validity of the GTC or the service contract as a whole. Rather, the invalid or void provision shall be replaced by a provision that comes closest to the purpose of the contract or the parties' intentions.
(2)    The law of the Federal Republic of Germany shall apply.
(3)    Amendments and additions to the service contract must be made in writing to be effective. Verbal collateral agreements do not exist.
(4)    If the Client is a merchant, the place of jurisdiction for all disputes arising from the contractual relationship shall be the Contractor's registered office. Otherwise, the statutory provisions shall apply.