Terms and Conditions
This is a courtesy translation of our German-language terms and conditions ("Allgemeine Geschäftsbedingungen"). In case of any discrepancy, the German version is legally binding.
SWT Media & Software GmbH
Alexander Scherbaum
Nürnberger Str. 7
15738 Zeuthen
Germany
Commercial register: Cottbus Local Court, HRB 14963
VAT identification number: DE339030830
Table of contents
- Scope
- Conclusion of contract and Paddle's role as merchant of record
- Prices and payment terms
- Provision of the service / crediting of credits
- Granting of usage rights for digital content and credits
- Contract term and termination
- Force majeure
- Liability for defects / warranty
- Liability
- Limitation period
- Right of retention, assignment
- Applicable law, jurisdiction
1) Scope
1.1 These Terms and Conditions (hereinafter "Terms") of SWT Media & Software GmbH (hereinafter "Seller") apply to all contracts for the provision of digital content and the use of the software-as-a-service platform operated by the Seller (hereinafter "Platform") that a business customer (hereinafter "Customer") enters into with the Seller, including the purchase of usage credit (hereinafter "Credits"). Any terms and conditions of the Customer are hereby objected to, unless otherwise agreed.
1.2 These Terms also apply exclusively if the Seller, being aware of conflicting terms or terms of the Customer that deviate from these Terms, provides the service to the Customer without express reservation.
1.3 These Terms are addressed exclusively to business customers. A business customer within the meaning of these Terms is a natural or legal person or a partnership with legal capacity that, when entering into a legal transaction, acts in the exercise of its commercial or independent professional activity. No contract is offered to consumers within the meaning of Section 13 of the German Civil Code (BGB).
1.4 The subject matter of the contract is the purchase, for consideration, of Credits that the Customer can use within the Platform for the functions offered there, as well as the provision of the Platform itself. Unless expressly agreed otherwise, these are one-off purchases of individual Credit packages; the purchase of Credits does not establish a subscription with a recurring payment obligation.
2) Conclusion of contract and Paddle's role as merchant of record
2.1 The service descriptions shown on the Platform do not constitute binding offers by the Seller but serve to invite the Customer to submit a binding offer.
2.2 The Customer submits its offer via the order and payment process integrated into the Platform. This process is technically provided and carried out by Paddle.com Market Ltd. (hereinafter "Paddle"). By clicking the button that completes the order process, the Customer submits a legally binding offer to purchase the Credits contained in the shopping cart.
2.3 Paddle acts as the so-called "merchant of record" for the sale of Credits, in its own name and for its own account. The purchase contract for the Credits is therefore not concluded with the Seller but directly between the Customer and Paddle. Paddle issues the invoice to the Customer, states the applicable VAT, and is the Customer's sole contractual partner with respect to the purchase transaction itself. In this respect, Paddle's terms and conditions ("Paddle.com Buyer Terms") apply additionally and take precedence, available at https://www.paddle.com/legal/buyer-terms-for-paddle-market .
2.4 After Paddle confirms receipt of payment, the Seller credits the purchased Credits to the Customer's user account within the Platform and grants the Customer the usage rights described in Section 5. A separate contract for the provision of the Platform and the redemption of Credits is thereby concluded between the Customer and the Seller, which is governed exclusively by these Terms.
2.5 When an offer is submitted via the order process, the text of the contract is stored by the Seller after the contract is concluded. The order and invoice data relating to the purchase are sent to the Customer by Paddle in text form and, if the Customer has set up a user account, can additionally be viewed via that account.
2.6 Before submitting a binding order, the Customer can identify possible input errors by carefully reading the information displayed on the screen and correct their entries using the usual keyboard and mouse functions until they click the button that completes the order process.
2.7 The German language is available for concluding the contract with the Seller.
2.8 Contact and communication in connection with the Platform generally take place by email. The Customer must ensure that the email address provided is correct and that any spam filters used do not prevent the receipt of emails from the Seller.
2.9 If the parties have agreed special conditions, these generally do not apply to simultaneously ongoing or future contractual relationships with the Customer.
2.10 In the event of the Customer's economic inability to fulfil its obligations towards the Seller, the Seller may terminate existing contracts with the Customer without notice; this also applies in the event of an insolvency petition by the Customer. Section 321 BGB and Section 112 of the German Insolvency Code (InsO) remain unaffected.
3) Prices and payment terms
3.1 Payment processing for the purchase of Credits is handled entirely by Paddle, which acts as merchant of record in this respect (see Section 2.3). The payment methods offered by Paddle are communicated to the Customer during the order process. Further information on Paddle is available at https://www.paddle.com.
3.2 Unless otherwise stated in the service description, the following net prices apply to Credits, plus the statutory VAT owed in each case, which is stated and remitted by Paddle as part of invoicing:
| Credit package | Price (net, plus VAT) |
|---|---|
| 20 Credits | €25.00 |
| 50 Credits | €42.00 |
| 150 Credits | €79.00 |
| 500 Credits | €149.00 |
| 1,000 Credits | €219.00 |
| 10,000 Credits | €800.00 |
3.3 The Seller reserves the right to adjust the above prices as well as the scope and composition of the Credit packages offered, with effect for the future. The prices agreed at the time of the respective purchase continue to apply to Credits already purchased.
3.4 Payment of the purchase price is due upon completion of the order process with Paddle (payment in advance). Credits are only credited after Paddle confirms receipt of payment to the Seller.
3.5 Any payment delays, chargebacks, or other disruptions in the payment process are handled between the Customer and Paddle in accordance with Paddle's terms. The Seller is entitled to block Credits already credited but not yet used, to the extent that the underlying payment does not ultimately remain with the Seller, for example in the event of a successful chargeback.
4) Provision of the service / crediting of credits
4.1 The digital service is provided exclusively electronically by crediting the purchased Credits to the Customer's user account within the Platform.
4.2 The Seller endeavours to credit the Credits without undue delay after Paddle confirms receipt of payment, generally within a few minutes. In the event of technical disruptions, in particular disruptions on the part of Paddle or other third parties outside the Seller's control, this period may be extended without giving rise to any claims by the Customer against the Seller.
4.3 Provision in partial quantities is not intended; the full quantity of Credits ordered is credited in a single transaction.
4.4 The Seller endeavours to operate the Platform with availability in line with common industry standards but, unless expressly agreed otherwise, does not guarantee uninterrupted availability. Maintenance work is carried out, where possible, during periods of low usage and announced in good time.
5) Granting of usage rights for digital content and credits
5.1 Unless otherwise stated in the service description, the Seller grants the Customer a non-exclusive, non-transferable, and geographically unrestricted right to use the digital content provided within the Platform, as well as the Credits purchased, for the Customer's own business purposes for the duration of the contractual relationship.
5.2 Passing on access data, content, or Credits to third parties outside the Customer's own company, as well as creating copies for third parties, is not permitted unless the Seller has expressly consented to this.
5.3 The granting of rights to the respective Credits only becomes effective once the underlying payment has been made in full to Paddle and confirmed to the Seller (see Sections 2.4 and 4.1).
5.4 Purchased Credits are valid indefinitely and do not expire for as long as the Customer's user account exists. Section 6.2 remains unaffected.
5.5 An exchange or refund in money of Credits already purchased but not yet used is excluded, unless mandatory statutory claims preclude this.
5.6 Credits are not transferable to other customers or user accounts, unless the Seller expressly permits a transfer in an individual case.
6) Contract term and termination
6.1 The contract for the provision and use of the Platform (user contract) is concluded for an indefinite period. It may be terminated by either party at any time without notice, in text form (e.g. by email).
6.2 If the Customer terminates the user contract or deletes their user account, Credits not yet used at that time expire, unless otherwise agreed between the parties. The Seller will draw the Customer's attention to this in an appropriate manner before confirming the termination.
6.3 The right to extraordinary termination for good cause remains unaffected. Good cause exists if, taking into account all the circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed end date or until the expiry of a notice period. For the Seller, this applies in particular in the event of a breach by the Customer of the usage restrictions set out in Section 5.
7) Force majeure
In the event of force majeure affecting the provision of the service or the availability of the Platform, the Seller is entitled to postpone the provision of the service for the duration of the impediment, without this giving rise to any claims against the Seller. Force majeure means all events that are unforeseeable for the Seller, or that, even if foreseeable, are beyond the Seller's control and whose effects cannot be prevented by reasonable efforts on the part of the Seller; this includes, in particular, disruptions on the part of Paddle or other third-party service providers engaged by the Seller. Any mandatory statutory claims of the Customer remain unaffected.
8) Liability for defects / warranty
If the digital service provided is defective, the statutory provisions on liability for defects apply. The following deviations apply:
8.1 No claims for defects arise from disruptions based on improper use of the Platform, on hardware or software not provided by the Seller, on interventions by the Customer or third parties in the Platform, or on external influences not assumed under the contract. If the Customer or a third party carries out improper interventions, no claims for defects exist for these or their resulting consequences, unless the Customer proves that the disruption complained of was not caused by such interventions.
8.2 The limitation period for claims relating to defects is one year from the crediting of the respective Credits or from the provision of the respective digital service.
8.3 The above limitations of liability and shortened limitation periods do not apply to the Customer's claims for damages or reimbursement of expenses, in cases where the Seller has fraudulently concealed the defect, or to the right of recourse pursuant to Section 445a BGB.
8.4 In the event of subsequent performance, the Seller has the right to choose between remedying the defect and providing a replacement.
8.5 If a replacement is provided as part of liability for defects, the limitation period does not begin anew.
8.6 If the Customer is a merchant within the meaning of Section 1 of the German Commercial Code (HGB), it must inspect the service provided without undue delay and notify any defects without undue delay. If the Customer fails to give such notice, the service is deemed approved, unless the defect was one that could not be detected during the inspection.
9) Liability
The Seller is liable to the Customer for all contractual, quasi-contractual, and statutory claims, including tortious claims, for damages and reimbursement of expenses, as follows:
9.1 The Seller is liable without limitation on any legal grounds in cases of intent or gross negligence, in cases of intentional or negligent injury to life, body, or health, on the basis of a guarantee promise, unless otherwise provided in this respect, and on the basis of mandatory statutory liability.
9.2 If the Seller negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for this type of contract, unless liability is unlimited pursuant to the preceding paragraph. Material contractual obligations are obligations that the contract imposes on the Seller according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place, and on the observance of which the Customer may regularly rely.
9.3 Otherwise, the Seller's liability is excluded. This applies in particular to damages resulting from a disruption of third-party services (including Paddle) for which the Seller is not responsible.
9.4 The above liability provisions also apply with regard to the Seller's liability for its vicarious agents and legal representatives.
10) Limitation period
Claims of the Customer against the Seller, with the exception of the claims governed by Section 8 (Liability for defects / warranty), are time-barred one year from knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless liability is unlimited pursuant to Section 9.1.
11) Right of retention, assignment
11.1 The Customer's rights of retention and refusal of performance are excluded, unless the Seller does not dispute the underlying counterclaims or these have been finally established by a court.
11.2 An assignment by the Customer of claims arising from the contract concluded with the Customer, in particular an assignment of any claims for defects, is excluded.
12) Applicable law, jurisdiction
12.1 The law of the Federal Republic of Germany applies to all legal relationships between the Customer and the Seller, excluding the laws on the international sale of goods.
12.2 If the Customer is a merchant, a legal entity under public law, or a special fund under public law with its seat within the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the Seller's registered office in Zeuthen. If the Customer's seat is outside the territory of the Federal Republic of Germany, the Seller's registered office is the exclusive place of jurisdiction for all disputes arising from this contract, provided that the contract or claims arising from the contract can be attributed to the Customer's professional or commercial activity. In the aforementioned cases, however, the Seller is also entitled to bring an action before the court having jurisdiction over the Customer's seat.
12.3 The above provisions on applicable law and jurisdiction relate exclusively to the contractual relationship between the Customer and the Seller regarding the provision and use of the Platform. The terms separately provided by Paddle, and the law specified therein, apply to the purchase contract for the Credits with Paddle as merchant of record.