General Terms and Conditions

I. General Provisions

1. Scope of the General Terms and Conditions
These General Terms and Conditions (GTC) apply to all current and future business relationships between us, liop®, and our customers. Our offer is exclusively aimed at commercial or self-employed customers, and therefore entrepreneurs within the meaning of § 14 BGB. If the customer uses opposing or supplementary general terms and conditions, their validity is hereby contradicted; they only become part of the contract if we have explicitly agreed to them.

2. Contractual Partner, Conclusion of Contract
The purchase contract or any other contract is concluded with

liop license optimization GmbH
Leopoldstr. 2-8
32051 Herford
Germany

Hereinafter referred to as "liop®"

II. Software Trade

3. Website
The presentation of products on our website (www.liop.com) does not constitute a legally binding offer, but a selection of certain software products as an online catalog. The depiction of software packaging is for illustration purposes and does not correspond to the delivered packaging.
You can initially place our products in the shopping cart without obligation and send us your non-binding purchase request via a form. Before submitting the form, you can correct your entries at any time and cancel the request at any time, e.g., by closing the browser.
We will contact you following your request and, if the corresponding product is available, provide you with a binding offer that you can then accept. Unless explicitly stated otherwise, acceptance of an offer is only possible within two weeks from the time it is received by you.

4. Telephone, Other Communication
If you contact us by phone, email, or similar means, we will contact you following your request and, if the requested product is available, provide you with a binding offer that you can then accept. Unless explicitly stated otherwise, acceptance of an offer is only possible within two weeks from the time it is received by you.

5. Service Area, Service Content, Conclusion of Contract
liop® distributes software license rights exclusively within Europe. The service content, therefore, is the transfer of the software license for software programs. The service area includes the countries of the European Union, the other member states of the European Economic Area (EEA), and Switzerland. The scope of the usage rights from the software license is determined by the mandatory provisions of copyright law as well as the license conditions of the rights holder (in particular, the applicable contractual usage provisions according to PUR (Product Use Rights), EULA (End User License Agreement), etc.

6. No Service; System Responsibility
If the customer acquires software licenses from liop®, no additional services, installation assistance, or the like are provided. For the operability of the programs for which the license rights were acquired from liop®, as well as all questions related to the operation of the programs, the customer is solely responsible in the contractual relationship with liop®. liop® accepts no liability for software errors and their consequential damages. Claims may need to be made to the software manufacturer.

7. Purchase by us
When we purchase software from you, the contract is only concluded through our confirmation in writing. An acceptance of your purchase offer through silence on our part does not occur.
In the case of so-called used software, we only purchase such software that is unconditionally in your ownership and for which the distribution rights of the manufacturer have been exhausted in accordance with §69c No. 3 UrhG, by

it being software that was placed on the market for the first time in the EEA with the consent of the manufacturer,
a fee has been paid as consideration for the software copy (software license),
the right associated with the purchased software was granted permanently (without time limit),
the first acquirer was also entitled to use updates or supplements to the products, and
the first and any intermediate acquirers have rendered their software copies unusable without exception.

As the seller, you guarantee us the presence of these (cumulative) conditions as well as the resulting right to use the software as intended. You provide us with all documents related to the contract (software license agreement, license terms, etc.). To this end, you provide a written declaration, particularly regarding the software being rendered unusable, on a template according to our specifications before a lawyer, tax advisor, auditor, or notary named by the buyer at our expense. This is done for data protection reasons without disclosing the parties involved in the acquisition chain, but related to the specific contract subject. If the aforementioned declaration is not provided within two weeks of the conclusion of the contract, we are entitled to withdraw from the contract without setting a deadline and to claim damages. Statutory claims remain unaffected.

8. Delivery conditions
In addition to the stated product prices, shipping costs are generally added. You can find details of the shipping costs in our offers. We deliver by shipping as well as electronically (by email). Self-collection of the goods is not possible.

9. Retention of title
The goods sold by us remain our property until full payment has been made. We reserve the right to retain ownership of the goods until all claims from an ongoing business relationship have been settled in full. You may only resell the reserved goods in the ordinary course of business, provided that you retain ownership and the claims from the resale are transferred to us. All claims arising from this resale (including VAT) are hereby assigned to us in the amount of the invoice amount, and we accept this assignment. You remain authorized to collect the claims, but we may also collect claims ourselves if you do not meet your payment obligations. If the reserved goods are processed, combined, or mixed with other goods, we are entitled to co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods used.

10. Warranty and Guarantees
Unless expressly agreed otherwise below, the statutory defect liability law applies. Accordingly, the customer's warranty rights presuppose that the customer has properly fulfilled his duties to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). The limitation period for defect claims is one year from the transfer of risk; the statutory limitation periods for the right of recourse according to § 478 of the German Civil Code (BGB) remain unaffected. Only our own information and the manufacturer's product descriptions, which were included in the contract, are considered to be an agreement on the condition of the goods; we do not assume any liability for public statements or other advertising statements made by the manufacturer. If the delivered item is defective, we shall initially, at our discretion, provide supplementary performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery).

III. Conferences, Trainings, and Seminars

11. Booking and Cancellation
The participation fee for conferences, training sessions, and seminars is due no later than 28 days before the start of the respective event. For short-term registrations, the fee is due three working days after the registration date, and at the latest, on the event day. Participation is only possible after full payment has been received. Timely payment is essential for liop®. If payment is not received by the due date, liop® has the right to withdraw from the contract and allocate the spot to someone else.
Participation in a training session or conference is only bindingly agreed upon once liop® has confirmed this to the respective customer.
You can cancel your participation up to 6 weeks before the start of the event for a refund of 50% of the fee. In the case of a later cancellation, no fee can be refunded unless liop® can provide a replacement participant. The cancellation declaration must be in text form; telephone cancellations will not be accepted. We charge a processing fee of €25 plus VAT for each person whose participation was canceled. However, instead of canceling, we offer you a free rebooking to another event with the same fee. This free rebooking possibility cannot be repeatedly used for the event to which it was rebooked. Instead, you also have the option to send a substitute person to the event.
If you do not cancel in a timely manner, do not name a paying substitute person, or do not make use of our rebooking option, we must insist on payment of the full participation fee.
We reserve the right to cancel training sessions and seminars in case of insufficient participation (at least 2 weeks before the start), the absence of the speaker, hotel closures, official prohibitions, or force majeure. In this case, we will refund the paid participation fee. Further claims are excluded, except in cases of intentional or grossly negligent behavior by our employees or other vicarious agents. Program changes are expressly reserved, provided that the overall character of the event is maintained.
We reserve the right to make necessary changes to the event program while maintaining the overall character of the event, especially to replace announced speakers with others and to change the venue, provided this is reasonable for the participants and the alternative venue is at least equivalent and located in the same city or region.

12. Content and Materials
liop® is not liable for the content of training sessions and conferences or the accompanying working documents unless there is intentional or grossly negligent misconduct by one of our vicarious agents.
The distributed and online-provided working documents are protected by copyright and may not be reproduced – even in part – without our consent. Copyright notices must not be removed. Participants are only granted a simple, non-transferable right of use for personal use. The same applies to audio and video recordings of the event itself.
The participation fee for conferences, training sessions, and seminars includes the following services:

Access to the entire event, unless otherwise indicated
Conference, training, or seminar materials
Included food and drinks provided by the organizer

Additional extras and services such as travel and accommodation costs are not included in the price and must be paid separately by the participant.

IV. Other Provisions

13. Reimbursement of Travel Expenses
For training, consulting services, and consulting services, liop® will receive reimbursement of travel expenses from the customer upon presentation of receipts as follows:

For travel by car: 80 cents per kilometer driven
For travel by plane: Cost of economy flights
For travel by train: First class tickets
Hotel costs after prior consultation with the customer

Travel time is compensated at half the agreed hourly rate.

14. Prices and Payment
All prices are – unless otherwise marked – subject to the statutory value-added tax (VAT) currently at 19%. Our invoices are to be paid without deduction (discount) – unless otherwise agreed in writing – within 14 days of receipt of the invoice. Payments must be made exclusively to the account specified in the invoice document.

15. Data Protection
The data transmitted to us is stored in the EDP system. We use this data exclusively to fulfill contractual obligations (Art. 6 Para. 1b GDPR), on the basis of your consent (Art. 6 Para. 1a GDPR), or due to legal requirements (Art. 6 Para. 1c GDPR). We process personal data in accordance with the provisions of the EU General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). For further details, please refer to our data protection notice.

16. Liability

We are liable, regardless of the legal grounds, within the framework of statutory provisions only in accordance with the following provisions:

We are fully liable for damages resulting from injury to life, body, or health, as well as for damages based on intent or gross negligence by us or our legal representatives or vicarious agents, as well as for damages due to the failure to comply with a guarantee provided by us or in the case of fraudulent intent.

Outside the aforementioned cases, we are liable, limited to compensation for foreseeable damages typical for the contract, for such damages that are based on a culpable breach of essential contractual obligations by us or one of our legal representatives or vicarious agents. Essential contractual obligations are obligations the fulfillment of which enables the proper execution of the contract in the first place and on the compliance of which the contracting party may regularly rely.

We are not liable for other cases of slight negligent behavior. To the extent that liability is excluded or limited, this also applies to our employees, workers, representatives, organs, and vicarious agents. The provisions of the Product Liability Act remain unaffected.

17. Rights of Retention
You are only entitled to exercise a right of retention to the extent that your counterclaim is based on the same contractual relationship.

18. Final Provisions
The language version decisive for the conclusion of the contract is German. Our current General Terms and Conditions are available to you at any time upon request by email or post. German law applies to the exclusion of the UN Sales Convention (CISG) and the norms of conflict of laws. The place of performance and exclusive jurisdiction for all disputes arising from contractual relationships between us and you is our place of business.