General Terms and Conditions
I. General
§ 1 Scope (1) These General Terms and Conditions govern the business relationship between you and NBG Cloud Solutions GmbH for the use of the "sortful" software and other services on our website, unless explicitly agreed otherwise in writing. We do not recognize deviating or conflicting conditions unless we have expressly agreed to them. (2) Changes to these General Terms and Conditions will be communicated to you in writing, by fax, or by email. If you do not object to the changes within six weeks of receiving the notification, the changes are considered agreed upon. We will separately inform you about the right to object and the legal consequences of silence in case of changes to the terms of use.
§ 2 Proof of Your Entrepreneurial Status Our offer is exclusively directed at entrepreneurs as defined in § 14 BGB (German Civil Code). We may therefore request that you provide sufficient proof of your entrepreneurial status before concluding a contract, e.g., by providing your VAT ID number or other suitable evidence. The data required for verification must be provided completely and truthfully.
§ 3 Conclusion of Contract, Contract Language (1) The presentation of our software and services on our website does not constitute a legally binding offer, but rather an invitation to place an order (invitatio ad offerendum). To use the sortful software beyond the trial period, a separate Software as a Service contract is necessary. Purchasing the software is not possible. (2) The language available for the conclusion of the contract is exclusively German. Translations into other languages are provided solely for your information. In case of contradictions between the German text and the translation, the German text shall prevail.
§ 4 Payment Terms, Prohibition of Assignment (1) We currently only offer payment by invoice. The invoice amount must be transferred to the account specified in the invoice within 14 days of invoicing. (2) You are only entitled to offset against our claims with undisputed or legally established counterclaims. (3) A partial or complete transfer of rights from the contract with us to third parties is excluded.
§ 5 Limitation of Liability (1) Claims for damages against us are excluded regardless of the legal grounds, unless we or our legal representatives or vicarious agents have acted intentionally or with gross negligence. We are only liable for slight negligence if one of the essential contractual obligations has been violated by us or our legal representatives or executive employees or vicarious agents. In this case, however, we are only liable for foreseeable damages, the occurrence of which must typically be expected. Essential contractual obligations are those obligations that form the basis of the contract, which were decisive for the conclusion of the contract, and on the fulfillment of which the client may rely. (2) We are not liable for the loss of data insofar as the damage is based on your failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort. (3) We are liable without limitation for damages caused intentionally or negligently from injury to life, body, or health by us, our legal representatives, or vicarious agents, as well as in cases of mandatory statutory liability (e.g., under the Product Liability Act).
§ 6 Applicable Law, Jurisdiction (1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. (2) The exclusive place of jurisdiction for disputes arising from and in connection with your contractual relationship with us is Nuremberg.
§ 7 Severability Clause Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the other provisions. The invalid provision shall be replaced by mutual agreement with a legally effective provision that comes closest to the economic purpose and intent of the invalid provision. The above regulation applies accordingly to regulatory gaps.
II. Free Trial Access
§ 1 Trial Access You can test our sortful software free of charge for a period of 14 days. Please note that certain services (such as the sale of assets) cannot be used within the scope of the trial access.
§ 2 Blocking and Deletion of Data If no Software as a Service contract is concluded between you and us before the end of the free trial access, we will block your access after the trial period expires. The data you entered will then be deleted 5 working days after the end of the trial period. A restoration of this data is not possible. A separate termination notice will not be issued.
§ 3 Restriction of Data Entry The trial access serves to illustrate and test our software. Therefore, no personal data may be entered or uploaded within the scope of the trial access. If you wish to test corresponding functions with personal references, we recommend not using real names.
III. Refurbed Offers
§ 1 Participation in the Refurbed Platform (1) To increase the sustainability aspect in the area of asset management, we are continuously expanding our Refurbed offer as an additional service to our sortful software. There is no entitlement to the provision of specific Refurbed offers or functions/services. (2) To be able to sell via the Refurbed platform, you must have previously concluded a Software as a Service contract for the software in the GROW, PROFESSIONAL, or ENTERPRISE plan. Use within the scope of the free trial access is not possible.
§ 2 Use of the Refurbed Platform (1) The Refurbed platform is a marketplace for the facilitated sale of internal company assets. Through the platform, you can offer assets registered in the sortful software for sale to commercial buyers. (2) The Refurbed platform has an integrated, automated messaging system to simplify communication between you and the buyer, as well as extensive functionalities for managing and monitoring all ongoing business transactions. (3) By marking the relevant asset as for sale, the contact information for your company and the value-forming information about the asset stored in the sortful software (e.g., type, condition, and age) are published on the marketplace and are then visible to buyers registered on the Refurbed platform. You can reverse the publication at any time by marking the relevant asset as not for sale.
§ 3 Conclusion of Contracts via the Refurbed Platform (1) Buyers have the option to submit binding offers for the assets you offer for sale. You are free to choose whether and which of the received offers you wish to accept. Unless you make a different agreement with the buyer, a contract is concluded with the buyer when you accept the buyer's offer. (2) Actions using the respective login of a user are attributable to the company for which the user account was created. You are generally responsible for all declarations of intent made by you or your users on the platform. You are liable to a foreseeable extent for declarations made by third parties under the user's account according to the principles of a contract with protective effect for third parties. (3) A contract is concluded exclusively between you and the respective buyer. We merely provide the platform to establish contact between you and the respective buyer and forward the respective offers and other messages. (4) You or the buyer are solely responsible for the contents of the offers and other messages. In particular, we do not guarantee the accuracy of the product information, even if it is generated with the help of the sortful software.
§ 4 Processing of Contracts Concluded on the Refurbed Platform (1) The processing of contracts concluded via the Refurbed platform is solely the responsibility of the respective users of the platform. We do not assume any guarantee for the fulfillment nor any liability for material defects or defects of title of the traded goods and services for contracts concluded via the Refurbed platform. We have no obligation to ensure the fulfillment of the contracts concluded between you and the respective buyer. (2) We do not guarantee the true identity and authority of the users of the Refurbed platform. In case of doubts, both contracting parties are required to inform themselves in an appropriate manner about the true identity and authority of the other contracting party.
§ 5 Obligations When Using the Refurbed Platform (1) Before offering your asset on the Refurbed platform, you are obliged to check the information given in the offer (especially product information) for accuracy. We do not guarantee the accuracy of the information generated from the sortful software. We forward offers and messages without checking their content. (2) An offer of your asset on the Refurbed platform may not be made if: (a) the information is so incomplete that the object and price cannot be determined; (b) the sale would violate legal provisions, official orders, or good morals according to the legal system applicable to the intended contract. In particular, no items may be offered whose offer or sale would violate third party rights; the same applies to pornographic or youth-endangering articles, weapons, drugs, propaganda material of anti-constitutional organizations and parties, etc. Living animals may also not be offered on the platform. We are entitled to remove such an offer from the marketplace immediately. (3) Goods or services that may only be offered against legally required proof may only be offered and requested on the marketplace if the proof has been included in the description of the goods or services and the goods or services are only handed over against the legally required proof. (4) You are responsible for compliance with data protection and other legal obligations. In particular, it is your responsibility as a seller to check whether the asset to be sold contains personal data or data that needs to be kept confidential for other reasons. When commissioning data deletion via the Refurbed platform, it remains your responsibility to conclude a corresponding agreement with your contractual partner. As the operator of the platform, we are not a processor in this respect.