Europe’s exchange for used software

General Terms and Conditions

General Terms and Conditions of li-x GmbH Regarding the Trade on the Software Exchange Platform „li-x“

Field of Application and Changes of these Terms and Conditions and the Special Conditions for Individual Business Relationships

(1) Field of Application
The general Terms and Conditions are valid for all business relationships between the Operator of the licence exchange li-x GmbH (in the following referred to as „li-x“ or „licence exchange“) and the user:

Within the meaning of these Terms and Conditions, users are exclusively companies, juristic persons, public administrations, or joint partnerships capable of holding legal rights, whose acts serve the pursuance of their commercial or self-employed professional career.

Divergent Terms and Conditions of the user as well as changes and appendices of these Terms and Conditions shall only be effective if they have been acknowledged by li-x in writing. This shall also apply if no explicit objection is made about the business and/or delivery terms of the user.

(2) Changes
Changes to these terms and conditions shall, in principle, be only communicated to the user electronically. logging in she’ll be followed by a reference to the changed terms and conditions. The user has then the opportunity to view the changed terms and conditions and hast to confirm them in order to use the buying and selling functions of the exchange market.

Operator of li-x, Purchase, Sale and Examination of Transferability (Clearing) 

(1) Operator of the licence exchange is li-x GmbH, Barmbeker Straße 2, 22303 Hamburg, Germany. li-x brings user´s buying and selling orders for used software together. These purchases and sales of software licences abide to the following regulations.

(2) The licenses that shall be made available for sale are first checked for their regularity compliance before being released for trading. The verification of the legal transferability of licenses (“clearing”) is carried out by the clearing department of li-x GmbH.

(3) If a match („Matching“) occurs due to corresponding buying and selling orders or on the basis of a real-time trade, the purchase („transaction“) will be performed through li-x GmbH. li-x GmbH will purchase the respective licences from the seller either at the price which is given by li-x or at the price which is automatically generated by the system, and will simultaneously resell them to the buyer at the same price.

 

I. Access
1. Registration of the User

(1) Prior to using the services provided by the website li-x.com, the user will have to register on www.li-x.com by entering their personal and company information including their email address. Registering requires the user’s Declaration of Consent to these Terms and Conditions.

(2) li-x creates a user account and generates a password, which is sent to the administrator of the user by email. This also serves to verify their email address. li-x shall not share the password with third parties.

(3) The administrator designates an authorized representative by stating their email address, as long as they do not perform this role themselves. Only an authorized representative is capable of approving the orders placed by the user. li-x generates a password, which is sent to the authorized representative of the administrator. This also serves to verify their email address.

(4) The administrator can register additional employees („Employees“) by stating the respective email addresses. For each of those, li-x generates a password, which is then sent to the employees by email in order to verify their email addresses.

(5) Every employee receives only one password. li-x shall not share this password with third parties. An employee may change their password in their personal settings.

(6) When logging in to the platform the first time, every user/employee has to agree to the Terms and Conditions. Prior to each time they use the platform, the employee logs in with their email address and their personal password.

(7) The user assures li-x that all of the information stated in the registration is true and complete. The information must, above all, relate to the person and company of the user. The user is obliged to inform li-x about any changes in their user information immediately.

(8) The user explicitly agrees to the storage of their information for the documentation of the Chain of Title and the transferral of that information to future holders of the software licences. This shall also continue to be effective after the termination of the contract.

2. Availability of the Online Platform 

(1) li-x regularly performs maintenance work in order to maintain security, integrity, performance ability and the functionality of services. During the maintenance work, li-x may temporarily cease or restrict its services.

(2) li-x carries out the maintenance work in times of low server load or low utilization of the Internet platform www. li-x.com thoroughly, when possible.

 

II. Offers/Orders
1. Term

All buying and selling orders are listed in each user’s account under the submenu „Orders“; single buying and selling orders are referred to as „orders“.

2. Orders of Seller

By placing their order at the software licence exchange li-x, the seller makes an offer to sell a specified amount of licences at predefined parameters, namely:

a.) the time period for which the offer is valid, and until whose end the seller is bound to their offer;

b.) the type of the offered licences;

c.) the quantity of the offered licences.

The seller is bound to the offer based on these parameters until the offer expires. Withdrawing the offer is possible at all times, provided that no transactions have occurred by or are occurring during the time of withdrawal. If transactions have already occurred and the order has been carried out partially, withdrawal is only possible for the remaining order quantity.

The offer is made to li-x, which, in the case of a matching of supply and demand, purchases the licences from the seller and resells them to the buyer at the price determined by the following parameters.

3. A Buyer’s Offer in Direct Trade (Immediate Purchase)

By clicking ‘buy now’ the buyer will make a binding offer to buy the relevant licences at a predefined price.

Subsequently, the buyer can choose how many licences they would like to purchase.

After agreeing to the conditions of the direct trade again, the buyer will now be bound to the offer of immediate purchase. It is no longer possible to withdraw from this offer.


The offer is sent to li-x, which in the case of direct trade buys the licence from the seller and then sells them to the immediate buyer at the price defined at the direct trade.

4. Examination of Transferability Clearing

(1) Before an order can be released for trading within the li-x system, clearing of the offered licences is necessary and performed by li-x.

(2) To this end, li-x offers the user the opportunity to contact the li-x support team. By completing a form, the user provides li-x all necessary information about the sale. The li-x support team will then get in touch with the user to request all essential documents needed for clearing the licences. If the user registered their licences in a licence portal of the vendor, they have to make access to that portal available to li-x upon li-x’s request.

(3) During the clearing, li-x inspects the submitted documents for authenticity. If the licences prove to be impeccable and safe for transaction, li-x releases the licences for trading. There is no obligation for li-x to clear and trade licenses. Li-x can refuse clearing requests as well as licenses without justification.

(4) Clearing of licences is generally free of charge. If the licence agreements are very complex, however, li-x reserves the right to arrange an individual clearing fee with the user.

5. Media of Installation (Downloads)

After the purchase in his li-x account, the buyer will be provided the relevant installation medium for the purchased license as a download.

6. Pricing

(1) li-x determines prices, which correlate to daily market conditions. A user is able to place buying and selling orders at the given market price. The user then accepts this market price as a binding purchase and selling price.

(2) li-x adjusts pricing to common market conditions to compensate price fluctuations and maximise trading quantity.

(3) li-x shall be free to make price changes of +/- 10% (price reduction and increase) within a period of 3 months. The user expresses his consent to this by approving the order.

(4) Any other price adjustments require authorisation by the user. Li-x is authorised to cancel or pause the order until approval is given by the user.

7. Acceptance of the Offer by li-x

(1) li-x accepts the offer on the basis of the General Terms and Conditions.

(2) li-x may accept the order as a whole, partially, and/or multiple times, until the order has been carried out completely. li-x is not liable for the complete or partial realisation of an order.

(3) Through the acceptance of the offer by li-x, a purchase agreement between the user and li-x is created (“Transaction“), which effects that the offered licences are passed over to li-x by way of assignment (§ 398 BGB) and simultaneously transferred to the buyer.

At the same time, the transaction is listed in the account of the user under the submenu “Complete Orders“. Orders which have been partially realised, remain in the submenu „Active Orders“ and are accompanied by a note stating the completed parts of the order.

(4) Moreover, the user is informed about the transaction and its conditions via email. Information about bills and billing prompts are made available in the user’s account under the menu item “Bills“.

(5) With the transaction, the seller has sold all rights pertaining to the licences and the buyer has obtained all rights pertaining to the licences after the proxy purchase by li-x.

8. No Offers/Orders by Fax or Telephone

Customer consultants and the support team are not authorised to accept orders. Orders which have not been placed through the online platform of li-x are not valid.

9. Release of Orders

(1) Selling orders are only considered officially “placed“ by the user when the order has been approved in the order section by an authorized representative, who has been previously chosen.

(2) If a user is equipped with the rights of an authorised representative the order will be approved immediately.

(3) In case of an immediate sale the rights of an authorised representative are inalienable.

(4) The payable amount stated in the order summary is based on the price currently determined by the system of li-x. This amount solely serves as a benchmark for the user and is not the final payable amount of the licence transaction. The final payable amount is determined when the order is completed on the exchange platform. This does not apply for direct trades. In this context the price has been determined by both parties to the terms of the direct trade in a binding manner.

Purchases and sales by direct trades are excluded from withdrawal. These purchases and sales will be delivered immediately or expire instantly. (first come, first serve)

10. Withdrawal of Offers

On the online platform, the user may withdraw their offer at any time, provided that the offer has not been accepted yet or has only been partially accepted. The remaining selling order is cancelled upon withdrawal. The latest time for a withdrawal is 8:00 PM CET of a business day at the licence exchange.

11. Deletion of Active Orders Through li-x

Under special circumstances, li-x is entitled to delete orders. The user will be notified immediately if their order has been deleted.

12. Blocking of Online Access/Blocking Notification

li-x provides users with a blocking hotline which they may call if they wish to block the access to their account. The user’s administrator is also able to block the user’s account.

 

III. Prices/Payments
1. Payments, Default Interests, and Outside Expenses

(1) When a transaction occurs, li-x charges the buyer the purchase price given by li-x plus accruing value added tax as laid down by the law. The amount stated bindingly in the user’s account under the menu point Bills/Purchases (Section II 6) is representative of the purchase price. The payment of the purchase price plus VAT is due within seven days after the completion of the transaction.

(2) After completing the transaction, the seller is entitled to charge li-x the purchase price plus accruing value added tax as laid down by the law. The amount stated bindingly in the user’s account under the menu point Bills/Purchases (Section II 6) is representative of the purchase price. The payment of the purchase price plus VAT is due within 20 days after invoice receipt.

(3) For the brokering of orders, the provision of services, and the provision of access to those services, li-x charges fees. For the seller the precise amount of this fee is 24 percent of the transaction amount. The amount stated bindingly in the user’s account under the menu point Bills/Purchases (Section II 6) is representative of the purchase price. For the buyer there are no transaction amounts.

(4) li-x charges interest for delayed payment. The amount of the respective interest is stated on the transaction bill.

(5) Changes of fees for those services which are typically permanently utilised by the user in the scope of the business relationship, are announced to them by email at least four weeks prior to their coming into force. The user has to accept these GTB at their next log-in to continue using the Service. li-x shall make reference to this de facto consent specifically in its notification.

(6) When the user is notified about the changes, they may terminate the contract affected by the changes without notice and free of charge before the suggested time of their becoming effective. In this case all orders will be canceled. li-x shall especially make reference to this right of termination in its notification. If the user terminates the contract, the changed fee(s) will not affect the terminated contract.


2. Invoicing
 

(1) Within 24 hours after executing an order, li-x GmbH creates invoices for the amounts due for (partly) completed orders/(partly) accepted offers.

(2) The invoices shall contain information about the type and amount of the product, the licence agreement number and the licence ID, the price per licence, and the total payable amount.

(3) li-x bills the li-x outstanding commission (see Section III 1. of these GTC) twice a week and creates an invoice to the seller. li-x is eintitled to charge the commission as purchase price fees according to III. 1. (2).

(4) If the user wishes to make objection because of inaccuracy or incompleteness of an invoice, they have to do so before the passing of six weeks; if they express their objection in writing, the posting of the letter within the six week deadline is sufficient. Refraining from timely objection is regarded as approval. In the invoice, li-x shall draw special attention to this consequence. After the passing of the deadline, the user may demand a correction of the invoice. However, they have to prove that the invoice has been sent falsely or that a credit note payable to them has not been placed.

3. Cancellation and Adjustment Entries by the Licence Exchange li-x

(1) li-x is allowed to offset executed orders for justified reasons (especially VI.3.) This can also be done afterwards against reimbursement of the purchase price.

(2) li-x will immediately inform the user about Cancellation and Adjustment Entries.

4. Accounting Currency

(1) li-x GmbH invoices in Euro. All invoices and credit notes are issued in Euro. The decision to pay in their national currency may be left up to the user.

(2) Fees due to foreign exchange rates have to be paid by the user.

(3) Exchange losses may arise during transactions due to changes in foreign exchange rates, especially if the user’s bank account is kept in foreign currency.


5. Limitations of the User’s Offsetting Warrant

The user can only charge up against claims and liabilities by li-x GmbH, if their claims and liabilities are found undisputable or legally binding.

 

IV. Contractual Obligations
1. User’s Duties to Collaborate/Blocking

(1) The communication between li-x and the user is handled exclusively electronically, whereby messages and notices are stored in the messaging system of li-x. Bills are made available on the online platform, provided that no hardcopy is needed. Important messages are additionally sent to the user via email. However, since errors can occur during email communication due to processes beyond li-x’s control, the user is obligated to check their online archive regularly (at least once a week) for documents, and to read the documents’ content. Li-x is not liable for any consequences which result from the failure to acknowlegde and read those documents, or the insufficient acknowledgment and reading of the documents.

(2) In order to ensure the legal execution of the business transactions, the user is required to notify li-x immediately in case they change their name and address, including their email address, their bank account, or if their bank account ceases to exist. This also applies to changes in or the ceasing of the role of actual authority awarded to li-x (in particular a warrant). This obligation to notify also subsists if the actual authority is registered with a public registry (e.g. commercial registry) and if its ceasing or its changes are registered in this registry. Changes of the address data and of the user account have to be performed electronically by the user. Moreover, extensive obligations to notify as laid down by the law may arise, especially those resulting from the Money Laundering Act.

(3) By using the li-x licence exchange, the user becomes responsible for securing the confidentiality of their account and password and to the limitation of the access to their computer. As long as it is admissable under applicable law, the user shall be responsible for all activities which are performed through their account or password.

(4) The user is required to verify the accuracy and completness of bills, licence listings, miscellaneous bills, and notifications regarding the performance of orders. They are further required to raise any objections immediately, at the latest before the passing of six weeks after logging in for the first time. Forebearing timely objections is regarded as approval. li-x shall draw special attention to this consequence when sending the respective documents.

(5) In case bills and licence listings are not received by the user, they have to inform li-x about this circumstance immediately. The obligation to notify li-x also subsists if other notifactions which the user expects fail to reach him/her.

(6) When placing their orders, the user has to pay attention to the user guidance displayed to them and check if all information they have entered are complete and accurate.

(7) The user has to make sure that no computer viruses, „trojans“ or similar codes or applications are on their computer, e.g. by using up to date antivirus software and by regularly downloading security updates for their operating system. As soon as there are indications that the user’s computer has been infected with a virus, the user is obligated to inform li-x about this circumstance immediately, so that li-x can block the user’s access to the online platform until the security risk has been eliminated. Correspondingly, II no. 13 of these Terms and Conditions becomes effective.

(8) The user shall pay attention to safety and technical instructions pertaining to the utilisation of the online access to the platform which are communited to them by li-x. li-x may communicate any notifications of this kind to the users by email, through the online platform or through the li-x’s website.

(9) In case li-x is not accessible because the media of communication usually available to the user are unavailable (e.g. the Internet), the user is obligated to fall back on an alternative means of communication (e.g. the telephone). The user is obligated to inform li-x about disturbances during the process of transferring data.

(10) The user is responsible for making sure that no third parties obtain knowledge of their passwords and for taking precautions to preclude misuse by third parties.

In particular, the following has to be considered when it comes to protecting the user’s personal password:

  • The password must not be saved electronically.
  • When entering the password, the user should make sure that no other person is watching.
  • The password must not be entered on websites which have not been agreed upon (e.g. not on websites of traders).
  • The password must not be transmitted to li-x in ways other than through the log in field, e.g. by email.
  • The password must not be stored in the same place as the other registration information.

If the user suspects that another person has obtained knowledge of their passwords, they are obligated to inform li-x about this circumstance immediately and to arrange for their account to be blocked or to deactivate it themselves through the website. Regarding the process of blocking, section II no. 13 applies. If a password has been misused, the user has to report this misuse to the police immediately.


(11) The password must not be saved by means of soft- and/or hardware due to safety reasons. It can only be entered manually when logging in to the portal.

(12) If the user enabled unauthorised third parties to misuse their password or their login data, s/he is fully liable for the possible damage arising for li-x. They must also not tell their password to the employees of li-x. The employees of li-x are not authorised to ask the user for their password. Moreover, the user must refrain from making their password public under any circumstances.

(13) If the password is lost, if it is passed on to unauthorised third parties, or if the User suspects their password to be misused by somebody else, the user is required to change their password immediately or to block the access to their account through li-x.

(14) li-x shall block the access to the online platform immediately if there are substantial suspicions that the user’s account is being misused by third parties. li-x shall inform the user about this. li-x shall also block the access to the user’s account upon request.

(15) The electronic access to li-x is automatically blocked temporarily if an incorrect password has been entered five times in a row. li-x shall also block the access if there is reasonable suspicion that third parties are misusing the account.

(16) Upon request by the user, li-x shall block the access to the user’s account. The user shall be notified about this procedure. In order to re-activate the access to their account, the user has to contact li-x.

2. Licence Transferral

The transferral of software licences to the user happens automatically and will be displayed in their order history. The licences will be added to the user’s licence inventory, provided that the user is a buyer. If they are a seller, the licences will be removed from their licence inventory.

3. Discretion and Disclosure


(1) li-x is under the obligation to withhold all client information and facts about which it has obtained knowledge. Information pertaining to the user may only be passed on if legal regulations mandate the transfer of the information, if the user has agreed to the passing on of the information, or if li-x has been authorised to provide the information.

(2) Disclosure may contain information about the origin of licences and their chains of title (i.e. the licence owners in chronological order) as well as licence inventories of the user, if applicable. Other information shared with li-x shall not be revealed.


(3) Upon request, li-x provides users with information. Users can demand a written licence overview with a detailed documentation of the chain of rights of the purchased software licences.

(4) If third parties can substantiate a justifiable interest in the licence information or legal foundations, they shall receive information pertaining to the origin of the licences and the chain of rights. The user will be informed about this.

4. Recipient of Information 

li-x only provides information to users of li-x as well as persons authorized by the users of li-x or creators who can substantiate a justifiable interest in the licence information.

 

V. Period of Validity/Cancellation
1. Period of Validity

When a user registers with li-x, the contract starts to run for an indefinite period of time.

2. User’s Right of Termination 

(1) Right of Termination at any time:
The user may cancel the entire business relationship or individual services at any time. The cancellation has to be submitted in written form; fax or email are sufficient.

(2) Termination for Cause
Official laws of cancellation, in particular the termination of any contracts or services for cause, remain unaffected.

3. li-x’s Right of Cancellation 

(1) Cancellation in Compliance with the Termination Deadline
li-x may cancel the entire business relationship or individual services which are neither subject to a termination deadline nor to a divergent cancellation policy at any time, in compliance with an appropriate period of cancellation in writing; email is sufficient. In calculating the period of cancellation, li-x will consider the user’s justified interests.

(2) Termination for Cause without Termination Deadline
Termination without notice of the entire business relationship or services is permitted if an important reason exists which would make the continuation of li-x’ services infeasible, even when taking account of the legitimate concerns of the user. Such an important cause exists, in particular,

  • if the user has made incorrect statements about their licences or their solvency,
  • if the solvency of the user decreases substantially,
  • or if the user has filed for insolvency.

4. Settlement Following Termination

(1) When the business relationship is cancelled, li-x, at its own discretion, will give the user an appropriate deadline for the settlement, provided that an immediate settlement is not required (e.g.in the case of incorrect statements about licences).

(2) After li-x has received the cancellation by the user or after the user has received the cancellation by li-x, li-x will only execute further orders be the users if li-x considers the execution of those orders advisable. Separate notifications about the non-execution are not made. Upon cancellation by one of the contractual parties and upon the user’s request, li-x will immediately (if no specific instruction is given) cancel all of the user’s orders at the user’s expense and risk in due consideration of the user’s interests, using equitable descretion.

(3) After all open items of the user have been cleared, li-x will close the user’s account and send them a final bill.

(4) After terminating the relationship with the user, li-x is entitled to block the access to the online archive for the user. The user is responsible for saving a copy of the documents which are available to them on the online platform.

 

VI. Liability
1. Liability of the Exchange; Contributory Negligence of the user

(1) Principles of Liability
li-x GmbH takes on unrestricted liability, provided that the cause of damage bears on intent or an act of gross negligence. Furthermore, li-x GmbH is liable for slight negligence violations of substantial duties, whose violation endagers the achievement of the purpose of the contract. li-x is also liable for the violation of duties the user/buyer counts on and whose completion enables the correct execution of the contract in the first place. In these cases, li-x GmbH is only liable for the predictable damage typical for the contract. li-x is not liable for the slight negligence violations of duties other than the ones stated previously. The amount of each liability is limited to the amount of the respective transaction. Liability beyond this scope is excluded, in particular liability for indirect damages, such as financial losses.

The above-mentioned principles of liability do not apply when life, body, or health are harmed; when a defect occurs after a warranty for the state of the product has become effective; and in the case of a defect. Liability under Product Liability Law remains unaffected.

Provided that the liability of li-x GmbH is foreclosed or limited, the same guidelines also apply to the private liability of employees, representatives, or proxies.

(2) Disturbance of the Business
li-x is not liable for damages which are caused by acts of nature and turmoils or by other occurences outside of li-x’s power (e.g. strikes, lock-outs, traffic disruptions, sovereign interferences).

li-x GmbH is not liable for damages caused by a delay in the execution of orders due to a disruption or disturbance of the Internet or of IT systems, unless such circumstances can be attributed to li-x. Liability in the case of such circumstances only exists to the extent that li-x has contributed to other causes relevant to the creation of the damage.

For technical and/or operational reasons, temporary restrictions and disruptions of the systems and/or lines are possible. li-x is liable for damages which result from an unavailability like this, only insofar as the unavailability is attributable to li-x’s fault.

(3) Limitations of li-x’s Liability

li-x is not liable

a. for losses which result from buying or selling decisions the user has made independently;
b. for losses which result from the user’s incorrect usage of the order system or other access paths to the usage of the services of li-x (especially usage which does not cohere with the guidelines of li.-x);
c. for losses resultant from the non-execution of orders, e.g. non-execution due to exceeded price limits or due to a lack of buy or sell orders or due to other reasons.

The amount of each liability, no matter in which manner it has occurred, is limited to the amount of the respective transaction. Liability beyond this scope is excluded, in particular liability for indirect damages, such as financial losses. Objects of the transactions are software licences, exclusively. Services, assistance with installation, or similar services are not provided by li-x. The client is solely responsible for the serviceability of the programs for which the rights of usage have been obtained by li-x. li-x is not liable for software bugs and consequential damages.

2. Liability of the User in the Case of Unauthorized Orders and Their Consequences

(1) Liability of the User for Unauthorized Orders and Their Consequences

a. If a lost, stolen or otherwise misused password is used for placing unauthorized orders or manipulating licences prior to a blocking notification, the user is fully liable for the damages resulting from those acts for li-x or third parties. It is not relevant if the user is liable for the loss, theft, or other kinds of non-delivery of the password.

b. Apart from that, the user is liable if they have negligently or intentionally violated their obligation of disclosure and/or duty of care.

c. The user is not obligated to compensate for the damage listed in a and b, if they could not send off the blocking notification because li-x has not provided the possibility of receiving the blocking notification and the user could not block their own account themselves through no fault of their own, and the damage has arisen out of these circumstances.

d. If unauthorized orders are placed prior to a blocking notification, and if the user has violated their duties of care grossly, negligently, and/or intentionally, or if they have acted fraudulently, the user is fully liable for the damage created by their actions.

Gross negligence of the user arises in particular if they

  • doe not report the loss or theft of the password, or the misuse of the password to li-x, after they have gained knowledge about such occurences,
  • have not saved the password in the user system,
  • have told the password to another person and the misuse has been caused by this act,
  • have entered the password outside of the separately agreed upon webpages,
  • have passed on the password in ways other than the online procedure, e.g. by email.

(2) Liability of li-x Upon Blocking Notification
As soon as li-x receives a blocking notification by the user, li-x takes on responsibility for all damages caused by unauthorized orders. This does not apply if the user has acted fraudulently.

3. Violation of Rights

(1) The user ensures for selling orders:

  • that they have purchased the software on temporarily unrestricted terms and have fully paid for it,
  • that the software is not an illegal copy/bootleg,
  • that the software has been distributed within the European Union, the European Economic Agreement zone or Switzerland with the consent of the holder of rights (software producer),
  • or that the software has been transferred to an associated company of the seller within the area of the European Union or of another contractual state of the agreement regarding the European Economic Area or in Switzerland in accordance with the contract.
  • that they have rendered their copy of the software unusable and no longer use it.

(2) If third party rights, established law, or these Terms and Conditions/Terms of Usage are violated, li-x is entitled to deprive the user of services, close user accounts, or delete and/or change content.

4. Exempting the buyer

li-x exempts the buyer from all charges claimed by a third party, especially those of software producers, should the transfer of relevant licences have been ineffective, provided that the buyer has made full use of all the legal capabilities at their hands.

The buyer needs to inform li-x immediately in the event of a third party claim. li-x will assume all legal costs of the buyer under the assumption that all legal steps have been agreed upon among the parties, including the number of lawyers and their salary.

 

VII. Purchasing and Selling Through li-x
1. Software

(1) All software products dealt on li-x are dealt in the form the user has stated on the online platform of li-x.

(2) Beyond the regulations of these Terms and Conditions, the rights of usage for a respective software program as stated by the software vendor apply to the delivery of software products; information about these rights can be obtained from the software vendors.

2. Right of Retention

The performance of a right of retention is only permitted if the asserted objection rests upon the same contractual relationship.

3. Legal Reservation

(1) The rights for the purchased licences are transferred to the buyer when the buyer has paid the full buying price.

(2) As long as the rights have not been transferred to the user/buyer, every other disposal outside the ordinary course of business, in particular a pledging, chattel mortgage, or relinquishment by exchange, shall be prohibited.

4. Warranties and guaranties

(1) According to the legal requirements, li-x shall offer a warranty. A warranty for defects in the programs which are connected to the licences is not offered. A possible warranty by the software vendor cannot be offered and depends on the software vendor’s licence regulations.

(2) In the case of a defect in the object of delivery, the same legal regulation shall apply. An assignment of those demands to third parties is not permitted.

(3) The user/buyer has to report obvious defects within two weeks and covert defects within six months after the invoice date. The obligation to examine the product and the obligation to give notice of defects according to §§377 and 378 HGB, which apply to commercial transactions, remain unaffected. If a notice of defects is made, the user/buyer is obligated to describe to li-x how and under which circumstances the defect has occurred.

(4) In commercial transactions, the notices of defect shall not affect the time for payment of the purchase price, unless they have been determined without further legal recourse or have been recognized by li-x in written form.

 

VIII. Data Protection
Data Protection

(1) li-x is obligated to follow the applicable legal data protection regulations, in particular the Federal Data Protection Act.

(2) The user shall be made aware of and shall agree to the ascertainment, usage, and storage of their personal data for the purpose of settling the contract and documenting the chain of title of the used software. Personal data is information which contains personal and factual details about the user. Additional information about the type, scope, and purpose of the elicitation, progressing, and utilisation of the personal data relevant to the execution of orders by li-x is listed in the Privacy Policy, which can be viewed on the website www.li-x.com.

(3) Moreover, the user shall be made aware of the fact that li-x ascertains, processes, and uses usage and accounting data within the scope of § 15 German Teleservices Act, beyond the completion of orders if this is necessary for the purposes of invoicing.

(4) The user has the right to revoke their agreement effectively at any time. li-x is obligated to immediately delete personal data if the user has revoked their agreement, unless an order process has not been fully completed yet and/or a deletion of the data is prevented by legal duties to preserve records. This does not apply to data which have to be preserved for the documentation of the chain of rights.

IX. Closing Provisions
1. Applicable Law and Place of Jurisdiction for Commercial Users and Users Subject to Public Law

(1) Validity of German Law
German law shall apply to the business relationships between the users and li-x GmbH.

(2) Applicable Law, Place of Jurisdiction for Domestic Customers
German law shall apply to the exclusion of United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is Hamburg, insofar as this can be arranged.

(3) Place of Jurisdiction for International Customers
The agreement on jurisdiction shall also apply to users whose place of business is abroad as well as to foreign institutions which are comparable to domestic juristic persons of public law or to special assets subject to public law.

(4) Language of the Contract
Applicable languages for this contractual relationship and the communication with the user during the period of validity of this contract are German and English.

2. Closing Provisions and Severability Clause

(1) All agreements as well as possible complementary or divergent agreements must be made in writing to become effective. This also applies to the repeal of the requirement of the written form. There are no verbal side agreements.


(2) Should individual requirements of these special concessions become ineffective completely or partially, the effectiveness of the remaining concessions shall not be affected by these circumstances. Concessions which are or have been made ineffective shall be replaced by an effective concession which economically comes closest to the ineffective concession in its regulatory content and spirit and purpose. Gaps in the contract shall be filled in the same manner.

Updated: 31.07.2017