Terms and conditions

§ 1 Scope and provider

(1) These General Terms and Conditions apply to all contracts between UPower24 GbR, Troppauer-Str.6, 85221 Dachau, Germany (“UPower24”) and its customers for the purchase or rental of software, for hosting and for related services concluded via our website or shop.

(2) A consumer is any natural person who concludes a transaction for purposes that are predominantly neither commercial nor self-employed. A business is a natural or legal person acting in the exercise of a commercial or self-employed activity.

(3) Deviating terms of the customer apply only if we have expressly agreed to them in writing.

§ 2 Subject matter

(1) Purchase: UPower24 grants the customer the ordered software permanently for use on the customer’s own server infrastructure. The scope follows from the product description in the shop.

(2) Rental and hosting: UPower24 makes the ordered software available over the internet for the contract term on servers of UPower24 or a service provider it has engaged (hosting).

(3) Custom development: For adaptations and development to the customer’s requirements, the arrangements in the respective offer apply additionally. Unless agreed otherwise, contracts for work apply where a result is owed, otherwise the law on service contracts.

(4) Modules can be unlocked individually. The customer’s selection when ordering is decisive.

(5) Modules for UNA CMS offered via the UNA marketplace (e.g. Cloud, Floatchat) are additionally subject to the terms of the UNA marketplace. The shop presentation links to the offer page there.

§ 3 Conclusion of contract

(1) The presentation of products in the shop is not a legally binding offer but an invitation to place an order.

(2) By completing the order process (“order with obligation to pay”) the customer submits a binding offer. Before submitting, the customer can review and correct the details.

(3) We confirm receipt of the order by email. The contract is concluded when we expressly accept the order or provide or unlock the software.

(4) The contract text is stored after conclusion of the contract and sent to the customer by email. The contract language is German.

§ 4 Prices and payment

(1) The prices stated in the shop at the time of ordering apply. For consumers prices are total prices including statutory VAT; for businesses the price information in the shop applies (net or gross as stated there).

(2) Purchase prices are due upon conclusion of the contract. Rental fees are due in advance for each billing period.

(3) The payment methods offered in the order process are available: Paypal, Credit card, etc.

(4) In case of late payment we may charge statutory default interest. For rentals we may block access until outstanding amounts are settled, provided we have warned the customer beforehand.

§ 5 Provision

(1) We provide purchased software after receipt of payment or release via a download link, access in the customer account or another agreed route. For hosted software, we set up access within 48 hours (though usually faster) of the contract being concluded.

(2) If the customer operates the software on its own infrastructure, the customer is responsible for its server environment meeting the system requirements in the product description.

§ 6 Rights of use on purchase

(1) Upon full payment, the customer receives a non-exclusive, perpetual, and non-transferable right to use the software for their own purposes and to adapt it for their own operations on one domain/installation—or, more specifically, on an additional domain, provided it shares the same IP address.

(2) Passing on, reselling, sublicensing or making the source code available to third parties requires our written consent. Mandatory statutory rights, in particular under §§ 69d, 69e UrhG, remain unaffected.

(3) The software contains open-source components (e.g. UNA CMS). Their respective licence terms apply and take precedence over these terms with regard to those components.

(4) Names, logos and trademarks of UPower24 may only be used with our consent.

§ 7 Rental and hosting

(1) Service. We provide the software on our systems and keep it operational during the contract term. Maintenance, security updates and backups are provided as described in the product description.

(2) Availability. We owe an availability of  98 % on annual average. Excluded are scheduled maintenance windows, disruptions beyond our control (e.g. telecommunications failures, force majeure) and disruptions caused by the customer.

(3) Term and termination. The contract runs for an indefinite period and can be terminated by either party with a notice period of one month to the end of the respective billing period. The right to terminate for good cause remains unaffected. Consumers can terminate via the cancellation button provided in the shop. Termination requires at least text form.

(4) Data after the end of the contract. After the contract ends we make the customer’s data available for export for 30 days. After that we delete it unless statutory retention duties apply.

(5) Blocking. We may block access if the customer violates these terms or the law, in particular if unlawful content is distributed via the platform. We inform the customer of a block without delay.

§ 8 Customer obligations

(1) The customer is responsible for the content published on its platform and for operating it lawfully. This includes in particular legal notice, privacy policy, youth protection and respect for copyright and personality rights.

(2) Access credentials must be kept secret and protected from third parties. If misuse is suspected, the customer informs us without delay.

(3) The customer indemnifies UPower24 against third-party claims based on unlawful content or unlawful use of the software by the customer, insofar as the customer is responsible for the infringement.

§ 9 Right of withdrawal for consumers

Withdrawal policy

Right of withdrawal. You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of conclusion of the contract.

To exercise your right of withdrawal you must inform us UPower24 GbR, Troppauer-Str. 6, 85221 Dachau, Germany, email: info@upower24.com) of your decision to withdraw from this contract by a clear statement (e.g. a letter sent by post or an email). You may use the attached model withdrawal form, but this is not mandatory. To meet the withdrawal deadline it is sufficient to send your notice before the withdrawal period expires.

Consequences of withdrawal. If you withdraw from this contract, we must reimburse all payments we have received from you without undue delay and no later than fourteen days from the day on which we received notice of your withdrawal. We use the same means of payment you used for the original transaction unless expressly agreed otherwise; in no event will you be charged any fees for this reimbursement.

If you requested that the service (rental, hosting) begin during the withdrawal period, you must pay us an appropriate amount corresponding to the proportion of the services already provided up to the time you inform us of the withdrawal, compared with the total scope of services under the contract.

Early expiry for digital content. For contracts for the supply of digital content not on a tangible medium (e.g. software download), your right of withdrawal expires if we have begun performance after you expressly agreed that we begin before the withdrawal period expires and you confirmed that you thereby lose your right of withdrawal once performance begins.

The right of withdrawal does not exist for contracts not concluded with consumers, nor for services made to your specifications (custom development) where excluded by law.

Model withdrawal form

(If you wish to withdraw from the contract, complete and return this form.)

To Upower24 GbR, Troppauer-Str. 6, 85221 Dachau, Germany, email: info@upower24.com:
I/We (*) hereby withdraw from the contract concluded by me/us (*) for the purchase of the following goods (*) / the provision of the following service (*)
Ordered on (*) / received on (*):
Name of consumer(s):
Address of consumer(s):
Signature of consumer(s) (only if notified on paper):
Date:
(*) Delete as appropriate.

§ 10 Warranty

(1) The statutory provisions apply, in particular §§ 327 et seq. BGB on contracts for digital products and, for rentals, §§ 535 et seq. BGB.

(2) Against businesses, warranty claims on purchases expire one year after provision, as far as legally permitted. The rights under § 8 (3) remain unaffected.

(3) Defects must be reported to us as precisely as possible with a description of the error.

§ 11 Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulently concealed defects, when assuming a guarantee and under the Product Liability Act.

(2) In case of slightly negligent breach of essential contractual obligations (obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the customer may regularly rely), liability is limited to the foreseeable damage typical for this type of contract. Otherwise liability for slight negligence is excluded.

(3) For data loss we are liable only to the extent it would have been unavoidable even with regular, risk-appropriate backups by the customer. For hosting, our backups cover the scope stated in the product description.

(4) The above limitations also apply in favour of our legal representatives and vicarious agents.

§ 12 Data protection

Information on the processing of personal data is in our privacy policy. If we process personal data on behalf of the customer for hosted platforms, we conclude a data processing agreement under Art. 28 GDPR.

§ 13 Changes to these terms

For ongoing contracts (rental, hosting) we may change these terms with effect for the future if necessary for good cause, in particular due to changes in the law or in the scope of services, and the customer is not unreasonably disadvantaged. We inform the customer in text form at least six weeks before they take effect. The change is deemed approved if the customer does not object within that period; we point this out in the notice. In case of objection the previous terms remain in place and we may then terminate the contract at the earliest possible date.

§ 14 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. For consumers this choice of law applies only insofar as mandatory provisions of the state of the consumer’s habitual residence do not conflict.

(2) Place of jurisdiction for disputes with merchants, public-law legal entities and public-law special funds is Amtsgericht Dachau.

(3) Information on dispute resolution is in the legal notice.

(4) Should individual provisions of these terms be or become invalid, the validity of the remaining provisions is unaffected.