Terms and Conditions

§ 1 Scope of Application

These General Terms and Conditions (GTC) of StatSoft GmbH (hereinafter “StatSoft”) apply to all contracts for the sale and licensing of software and the provision of services to entrepreneurs within the meaning of § 14 BGB (German Civil Code) and consumers within the meaning of § 13 BGB (hereinafter “Customer”).
Any conflicting or deviating purchasing terms and conditions of the Customer are not recognised unless StatSoft expressly agrees to their applicability in writing.
These GTC are available for retrieval at www.statsoft.de/StatSoft_GTC.pdf For similar contracts with entrepreneurs, the version available at the time the order is placed shall apply without the need for a further reference.
For the delivery of software and hardware, the provisions of the BGB on contracts of sale shall apply, even if supplementary services are also provided. For standalone services, the provisions on service contracts or contracts for work and services shall apply.

§ 2 Online Shop and Contract Formation

The StatSoft online shop at www.statsoft.de is aimed at businesses, public authorities, and educational institutions. Entering a company or institution name is a mandatory field during ordering. By entering a company name, the ordering person confirms that they are acting in the course of their commercial or self-employed professional activity. Consumers within the meaning of § 13 BGB are informed of the different provisions applicable to them (in particular §§ 9, 10, and the right of withdrawal under § 21 of these GTC).
The display of products in the online shop does not constitute a binding offer but an invitation to submit an offer (invitatio ad offerendum).
Contract formation takes place in the following steps: (i) selection of the product and adding it to the shopping cart; (ii) entry of order and billing data; (iii) review and confirmation of the order by clicking “Buy” or “Order with obligation to pay” (binding offer by the Customer); (iv) receipt of an automatic order acknowledgement by e-mail (confirmation of receipt, not yet contract formation); (v) receipt of a separate order confirmation by e-mail or provision of the download link or licence key by StatSoft (acceptance of contract).
StatSoft reserves the right to decline an order without stating reasons, in particular where prices are manifestly incorrect as a result of technical errors. In such cases, the Customer will be notified without delay and any payments already made will be refunded in full.
The contract text is stored by StatSoft and made available to the Customer upon request. The order data is transmitted to the Customer with the order confirmation by e-mail.

§ 3 Subject Matter of Contract

StatSoft provides the following services, in each case subject to individual contractual agreement:

a) Sale of standard software (third-party products);

b) Sale and licensing of proprietary software products;

c) Training in the use of distributed software;

d) Technical support and maintenance;

e) Commissioning, implementation, and configuration;

f) Customisation and programming (customising)

g) General software development and project work.
Representations in product descriptions, brochures, or trial programs do not constitute warranties of characteristics or guarantees unless StatSoft expressly confirms this in writing.
StatSoft generally delivers software in object code, as a download or on a data carrier. There is no entitlement to the provision of source code unless expressly agreed otherwise in the contract.
Delivery dates shall be extended appropriately in the event of delays caused by the Customer, industrial action, force majeure, or delivery obstacles at subsuppliers.

§ 4 Third-Party Software – Special Provisions

StatSoft distributes software products of third-party manufacturers as an authorised reseller in its own name, but subject to the terms of use of the respective manufacturers.
The rights of use for third-party software are governed exclusively by the licence terms of the respective manufacturer (End User License Agreement, EULA), which are provided or made accessible to the Customer upon delivery. By using the software, the Customer declares its agreement with the applicable EULA.
StatSoft does not provide any guarantees or warranties in respect of the functional scope of the third-party software beyond those provided for in the manufacturer’s EULA.
Rights of use (licences), claims to manufacturer support, and upgrade entitlements arise exclusively from the respective EULA or the licence agreement concluded with the Customer. StatSoft is entitled and obliged to pass on the rights granted by the manufacturer.
The rights and obligations set out in §§ 4–8 of these GTC apply in addition, to the extent that the manufacturer’s EULA does not contain overriding provisions.

§ 5 Proprietary Software – Special Provisions

For software solutions developed by StatSoft itself (hereinafter “Proprietary Software”), the separately agreed terms of use shall apply in addition to these GTC.
Upon receipt of full payment, the Customer is granted a simple, non-exclusive, non-transferable, and non-sublicensable right of use for the contractually specified number of users or installations and for the agreed period of use.
All copyright, patent rights, and trademark rights in the Proprietary Software remain with StatSoft. Contract objects, documentation, and trial programs are to be treated as trade secrets and kept confidential.
Decompilation, reverse engineering, and program modifications are only permitted within the legally mandatory framework (§§ 69d, 69e UrhG (German Copyright Act)).

§ 6 Remuneration and Payment

Remuneration is governed by the individual agreement. For entrepreneurs, all prices are quoted exclusive of statutory VAT; for consumers, the statutory VAT amounts are included.
Invoices are due immediately upon receipt without any deductions. StatSoft is entitled to require advance payment.
In the event of default in payment, an entrepreneur owes default interest of 9 percentage points above the base rate and a flat-rate fee of €500 per case; a consumer owes default interest of 5 percentage points above the base rate and a flat-rate fee of €100 per case; StatSoft reserves the right to charge additional costs, e.g. from court or debt collection proceedings.
If the contractually agreed scope of use is exceeded without immediately notifying StatSoft, the Customer shall owe, per excess-use copy or per excess user, 150 % of the regular list price for the respective scope of use.
Set-off is only permitted against undisputed or legally established claims. The Customer may only exercise a right of retention in respect of claims arising from the same contractual relationship.
For payment via PayPal, StatSoft charges a service fee of 5 % of the invoice amount (transaction costs). The total amount including the service fee will be displayed before the payment is completed. The service fee will not be refunded in the event of a refund.

§ 7 Licence Rights and Scope of Use

The right of use is limited to the contractually agreed number of users, installations, and — in the case of time-limited licences — the agreed licence period.
For third-party software, the permissible scope of use is governed by the respective EULA (§ 4). StatSoft ensures that the Customer is granted the rights provided by the manufacturer for the purchased licence.
Simultaneous use of the software on more systems or by more users than contractually agreed is not permitted. Network use is only permitted within the scope of the purchased licence.
If hardware is changed, the software must be removed from the hardware previously used.

§ 8 Transfer of Software

The permanent transfer, rental, or leasing of the software for commercial purposes is not permitted without the written consent of StatSoft. StatSoft reserves the right to withhold consent.
Splitting of purchased licence packages is not permitted.

§ 9 Services (Training, Support, Implementation, Customising)

Training courses are designed by qualified personnel such that an average attentive participant can achieve the training objective. No specific learning outcome is guaranteed.
Costs for travel, accommodation, and catering of participants are not included in the training fee unless expressly agreed in writing. In the event of a cancelled training course, StatSoft shall propose replacement dates; if the cancellation is attributable to StatSoft through intent or gross negligence, StatSoft shall be liable for documented travel costs, up to a maximum of twice the remuneration under the affected contract.
Where StatSoft provides course materials, these are provided to participants for personal use only; reproduction — including in digital form — is prohibited.
Support and maintenance services are governed by the individual service agreement. Claims for manufacturer support for third-party products are governed by the respective EULA and the support contract concluded with the manufacturer.
Consulting and programming services (e.g. contract development and customising) are provided on the basis of specifications to be supplied by the Customer. Results must be reviewed by the Customer without delay, generally by an agreed deadline, for their practical suitability and for errors. StatSoft does not warrant the substantive accuracy of analysis results based on Customer specifications.

§ 10 Warranty

StatSoft warrants for the contractually agreed characteristics of the delivered software and services, and that their use does not infringe the rights of third parties.
For third-party software, StatSoft’s warranty for material defects is limited to procuring the contractually owed rights of use. Defects in the software itself are to be asserted primarily against the manufacturer in accordance with the EULA; StatSoft will support the Customer in this to the best of its ability.
Entrepreneurs are obliged to inspect the software immediately upon receipt for obvious defects and to notify StatSoft of any such defects in writing in detail within ten working days; latent defects must be notified within ten working days of discovery. If the duty to notify is breached, the software shall be deemed approved in respect of the defect in question (§ 377 HGB (German Commercial Code)).
In the case of material defects, StatSoft is entitled to subsequent performance (rectification or replacement delivery). After two failed attempts at subsequent performance, the Customer may reduce the purchase price or withdraw from the contract; there is no right of withdrawal in the case of minor defects.
Warranty claims become time-barred two years after delivery; in B2B transactions within one year. The statutory limitation periods for recourse claims (§§ 438 para. 1 no. 2, 479 BGB) remain unaffected.
For consumers, the statutory warranty rules apply without restriction.

§ 11 Liability

StatSoft is liable without limitation for intent and gross negligence, and for damages arising from culpable injury to life, body, or health.
In the event of slightly negligent breach of material contractual obligations (cardinal obligations), StatSoft’s liability is limited in amount to the typically occurring damage that was foreseeable at the time the contract was concluded.
For other cases of slight negligence and for fraudulently concealed defects, the statutory provisions apply.
Liability for loss of data is limited to the typical cost of restoration that would have arisen had backups been made regularly and in a manner appropriate to the risk.
Any further or strict liability is excluded. Liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected.
Claims for damages by entrepreneurs become time-barred twelve months from the date of knowledge of the circumstances giving rise to the claim, at the latest upon expiry of the statutory maximum periods under § 199 BGB. In the cases of Nos. 1 and 3, the statutory limitation periods apply.

§ 12 Customer Duties to Cooperate

The Customer has verified prior to conclusion of the contract that the software meets its requirements.
Where StatSoft provides agreed services, the Customer shall support StatSoft in the provision of those services free of charge by making available personnel, work premises, hardware, operating systems, basic software, and telecommunications equipment, as well as access to hardware and software. The Customer shall take appropriate precautions in the event of disruptions (regular data backups, virus protection, uninterruptible power supply).
If the Customer fails to fulfil material duties of cooperation, StatSoft shall be released from its obligation to perform; if StatSoft nevertheless provides the service, any additional costs incurred will be charged separately.

§ 13 Audits

StatSoft or the respective software manufacturer is entitled to verify the Customer’s proper compliance with the licence provisions (audit), in particular the qualitative and quantitative use of the licences.
The audit shall be conducted during the Customer’s regular business hours and shall place as little burden as possible on business operations.
If the audit reveals that the number of purchased licences has been exceeded by more than 5 %, the Customer shall bear the audit costs; otherwise, StatSoft or the manufacturer shall bear these costs.

§ 14 Retention of Title

StatSoft retains title to delivered software and hardware until all claims under the contractual relationship have been settled in full; in the case of payment by cheque or bill of exchange, until the same are honoured.
Upon enforcement of the retention of title, the Customer’s right of use shall lapse; all copies must be deleted. Enforcement of the retention of title does not constitute withdrawal from the contract unless StatSoft expressly declares this.

§ 15 Written Form Requirement

Amendments, supplements, and ancillary agreements must be in written form. This also applies to the waiver of the written form requirement. Oral commitments made by employees or representatives of StatSoft are only binding if StatSoft confirms them in writing.

§ 16 Place of Performance and Jurisdiction

The place of performance for all services is Hamburg. For entrepreneurs, legal entities under public law, and special funds under public law, Hamburg is the exclusive place of jurisdiction; the same applies to customers without a general place of jurisdiction in Germany or the EU and to customers whose place of residence is unknown. For consumers, the statutory place of jurisdiction applies.

§ 17 Choice of Law

German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). As regards consumers, this choice of law applies only insofar as the protection afforded by the mandatory provisions of the law of the consumer’s country of habitual residence is not thereby reduced (principle of favourability).

§ 18 Dispute Resolution

StatSoft is in principle willing to participate in consumer dispute resolution proceedings before the Universalschlichtungsstelle des Bundes (Universal Arbitration Board of the Federation), Zentrum für Schlichtung e.V., Straßburger Straße 8, 77694 Kehl am Rhein (https://www.universalschlichtungsstelle.de).

§ 19 Data Protection

The protection of personal data is of great importance to StatSoft. Information on the processing of personal data in the context of the business relationship (nature, scope, purpose, and rights of data subjects) can be found in the Privacy Policy at www.statsoft.de/datenschutz.

Where StatSoft processes personal data on behalf of the Customer in the course of providing services, the parties shall conclude a separate data processing agreement in accordance with Art. 28 GDPR.

§ 20 Export Control

For third-party software originating from the USA, delivery and use are subject to US export control law (including the Export Administration Regulations, EAR) and, where applicable, further national and international export and import regulations.
The Customer is solely responsible for compliance with all applicable export control and sanctions regulations in connection with the use, transfer, or re-export of the software. This includes in particular the regulations of the US authorities (BIS, OFAC), the EU, and the competent authorities of the country in which the Customer is established.
The Customer warrants that it is not located in, and will not deliver the software to, persons or organisations listed on relevant sanctions or embargo lists (e.g. OFAC SDN list, EU sanctions lists) or to countries subject to a US or EU embargo.
The respective export control provisions of the manufacturers (in particular the export compliance clauses contained in the EULA) take precedence over these provisions and must additionally be observed by the Customer. StatSoft accepts no liability for the Customer’s violations of applicable export control regulations.

§ 21 Right of Withdrawal (Consumers Only)

Withdrawal Notice

Consumers have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period is fourteen days from the date on which you, or a third party designated by you who is not the carrier, took possession of the goods. For contracts relating to digital content not delivered on a physical data carrier, the period begins upon conclusion of the contract.

To exercise your right of withdrawal, you must inform us (StatSoft GmbH, Eifflerstr. 43, 22769 Hamburg, e-mail: info@statsoft.de) by means of a clear statement (e.g. a letter or e-mail) of your decision to withdraw from this contract. You may use the statutory model withdrawal form for this purpose, although this is not mandatory. To comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the withdrawal period has expired.

Consequences of Withdrawal

If you withdraw from this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from your choosing a type of delivery other than the cheapest standard delivery offered by us), without undue delay and no later than fourteen days from the date on which we received notification of your withdrawal from this contract. We will use the same means of payment as you used for the original transaction, unless expressly agreed otherwise with you; in no event will you be charged fees as a result of this reimbursement.

Lapse of Right of Withdrawal for Digital Content

The right of withdrawal lapses in the case of contracts for the supply of digital content not delivered on a physical data carrier, where StatSoft has commenced performance of the contract after you (i) have expressly agreed that StatSoft may commence performance of the contract before the expiry of the withdrawal period, and (ii) have confirmed that you are aware that your right of withdrawal is lost upon commencement of performance.

In the case of immediate download after completion of purchase, you expressly declare your consent to immediate performance of the contract during the order process and confirm the associated loss of the right of withdrawal. StatSoft will request and document this consent separately during the order process.

No Right of Withdrawal for Entrepreneurs

The right of withdrawal applies exclusively to consumers within the meaning of § 13 BGB. Entrepreneurs do not have a statutory right of withdrawal.