General Terms and Conditions

General Terms and Conditions (GTC) of Enpageo GmbH

The following General Terms and Conditions apply to all business relationships with our customers, including all future business relationships. Any deviating terms and conditions of our customers are not recognized, even without explicit objection from us.

1. Prices

Prices are exclusive of the applicable statutory value-added tax.

2. Delivery Dates

(1) Agreed delivery dates shall be reasonably extended in the event of subsequent changes to the order initiated by the customer or in the event of delayed delivery by the customer, as well as in cases of force majeure, labor disputes, or operational disruptions for which we are not responsible—whether in our own company or at our subcontractors. Fixed delivery dates are only binding if explicitly confirmed by us in writing and designated as such.

(2) In the event of a culpable delay in delivery, default occurs only after a written reminder from the customer. In the event of default, the customer is entitled to withdraw from the contract after setting a reasonable written grace period or to claim damages.

3. Warranty and Liability

(1) Enpageo information is based largely on official data, our own or third-party surveys, and derived calculations. Their validity is therefore limited to the usual statistical range.

(2) The customer acknowledges that the data and software products are complex, and that the warranty obligations specified in this section do not include a tolerance for permissible errors. Enpageo does not guarantee that the software and data products will meet the needs or expectations of end users. Software products, due to their complexity, cannot be entirely error-free and are based on third-party products, whose freedom from defects cannot be guaranteed.

(3) Complaints regarding incomplete or defective deliveries must be reported to us within fourteen days of delivery in the case of obvious defects. If the customer is a merchant, defects that are detectable through reasonable inspection must be reported within ten days of delivery, and hidden defects must be reported in writing upon discovery.

(4) If a timely complaint proves to be justified, we reserve the right to choose between rectification or replacement. If two attempts at rectification fail, or if a replacement is also defective, or if rectification is not carried out within a reasonable period, the customer may demand a price reduction or withdraw from the contract. Liability for guaranteed properties remains unaffected.

(5) Any claim for damages by the customer—regardless of legal basis, particularly for delay, impossibility, fault upon conclusion of the contract, breach of duty, or tort—is excluded in cases of slight negligence, except in the breach of essential contractual obligations (cardinal obligations). In the case of slightly negligent breaches of cardinal obligations essential for achieving the contractual purpose, we are liable for personal injury without limitation, and for property and financial damages only for those that were foreseeable at the time of contract conclusion. In commercial transactions with merchants, the aforementioned limitations of liability also apply to gross negligence.

(6) Liability for consequential damages due to defects resulting from a breach of contract is excluded unless caused by intent or gross negligence.

4. Scope of Use

(1) All programs delivered by us are protected by copyright according to §§ 69a ff. of the German Copyright Act (UrhG), and all data delivered by us are protected by special copyright according to §§ 87a ff. UrhG. Therefore, they may only be used within the scope agreed upon with the customer.

(2) The reproduction of the programs and data we deliver requires our prior express consent. The same applies to transmission over telecommunications networks to other computers. Creating a necessary backup copy is permitted.

(3) For each culpable violation of the reproduction prohibition, the customer must pay a contractual penalty of EUR 300,000.00. We reserve the right to claim further damages beyond this amount.

5. Payments

(1) Unless otherwise agreed, our invoices are payable within 14 days from the invoice date without deduction. If the customer is in default, we are entitled to charge interest at 6% above the current discount rate of Deutsche Bank from that point on.

(2) If we subsequently become aware that the customer withheld unfavorable circumstances at the time of contract conclusion that would have indicated an inability to fulfill the contract, we are entitled to withdraw from the contract without notice and to demand payment for services already rendered.

(3) Offsetting with counterclaims or withholding payments is only permitted if the customer’s claims are undisputed or legally established.

6. Assignment

The assignment of rights from the business relationship or of claims against us to third parties requires our prior written consent to be valid.

7. General Provisions

All legal relationships with us are governed exclusively by German law. International sales law does not apply.

8. Place of Jurisdiction

Berlin is agreed as the place of jurisdiction.