Terms and Conditions

Table of Contents

1. Scope of Application
2. Conclusion of Contract
3. Right of Withdrawal
4. Prices and Payment Terms
5. Delivery and Shipping Terms
6. Granting of Usage Rights for License Keys
7. Contract Duration and Termination of Subscription Agreements
8. Retention of Title
9. Liability for Defects (Warranty)
10. Special Terms and Conditions for Repair Services
11. Redemption of Promotional Vouchers
12. Applicable Law
13. Place of Jurisdiction
14. Alternative Dispute Resolution (ADR)

1) Scope of Application

1.1 These General Terms and Conditions (hereinafter referred to as “T&Cs”) of ZENTRYA – FZCO (hereinafter referred to as the “Seller”) apply to all contracts for the delivery of goods concluded between a consumer or an entrepreneur (hereinafter referred to as the “Customer”) and the Seller with regard to the goods presented by the Seller in its online shop. The inclusion of the Customer’s own terms and conditions is hereby rejected, unless otherwise expressly agreed.

1.2 For contracts for the supply of goods with digital elements, these T&Cs shall apply accordingly, unless otherwise stipulated. In such cases, the Seller is obliged, in addition to delivering the goods, to provide digital content or digital services (hereinafter referred to as “digital products”) which are contained in or connected with the goods in such a way that the goods cannot fulfil their functions without them.

1.3 For contracts concerning the provision of license keys, these T&Cs shall apply accordingly, unless otherwise stipulated. In such cases, the Seller is obliged to provide a license key for the use of the digital content or digital services (hereinafter referred to as “digital products”) described by the Seller, as well as to grant the contractually agreed rights of use to the respective digital products. The Customer does not acquire any intellectual property rights to the digital product. The characteristics of the digital product are determined by the respective product description provided by the Seller.

1.4 A consumer within the meaning of these T&Cs is any natural person who enters into a legal transaction for purposes that are predominantly outside his or her trade, business, or independent professional activity.

1.5 An entrepreneur within the meaning of these T&Cs is any natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of his or her trade, business, or independent professional activity.

1.6 The subject matter of the contract may – depending on the Seller’s product description – be either the purchase of goods by way of a one-time delivery or the purchase of goods by way of continuous delivery (hereinafter referred to as a “subscription agreement”). In the case of a subscription agreement, the Seller undertakes to supply the Customer with the contractually owed goods for the duration of the agreed contractual term at the contractually agreed intervals.

1.7 The subject matter of the contract may – depending on the Seller’s description of content – be either the one-time provision of digital content or the regular provision of digital content (hereinafter referred to as a “subscription agreement”). In the case of a subscription agreement, the Seller undertakes to provide the Customer with the contractually owed digital content for the duration of the agreed contractual term at the contractually agreed intervals.

2) Contract Formation

2.1 The product descriptions contained in the Seller’s online shop do not constitute binding offers on the part of the Seller but serve for the purpose of enabling the Customer to submit a binding offer.

2.2 The Customer may submit the offer via the online order form integrated into the Seller’s online shop. In doing so, after placing the selected goods in the virtual shopping cart and completing the electronic ordering process, the Customer submits a legally binding contractual offer with respect to the goods contained in the shopping cart by clicking the button that concludes the ordering process. Furthermore, the Customer may also submit the offer to the Seller by e-mail, via the online contact form, or by telephone.

2.3 The Seller may accept the Customer’s offer within five days,

• 2.3 The Seller may accept the Customer’s offer within five days by sending the Customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby receipt of the order confirmation by the Customer shall be decisive, or
• by delivering the ordered goods to the Customer, whereby the receipt of the goods by the Customer shall be decisive, or
• by requesting payment from the Customer after the Customer has placed the order.

If several of the aforementioned alternatives apply, the contract shall be concluded at the time when one of the aforementioned alternatives occurs first. The period for acceptance of the offer begins on the day after the Customer has submitted the offer and ends upon the expiry of the fifth day following the submission of the offer. If the Seller does not accept the Customer’s offer within the aforementioned period, this shall be deemed a rejection of the offer, with the consequence that the Customer is no longer bound by his declaration of intent.

2.4 If the Customer selects a payment method offered by PayPal, payment processing shall be carried out via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22–24 Boulevard Royal, L-2449 Luxembourg (hereinafter referred to as “PayPal”), subject to the PayPal Terms of Use, available at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full, or – if the Customer does not have a PayPal account – subject to the conditions for payments without a PayPal account, available at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full. If the Customer pays using a payment method offered by PayPal that can be selected during the online order process, the Seller hereby declares acceptance of the Customer’s offer at the moment the Customer clicks the button that concludes the order process.

2.5 When submitting an offer via the Seller’s online order form, the contractual text shall be stored by the Seller after the contract has been concluded and shall be transmitted to the Customer in text form (e.g. e-mail, fax, or letter) after the Customer has submitted his order. No further access to the contractual text will be provided by the Seller. If the Customer has created a user account in the Seller’s online shop prior to submitting his order, the order data will be archived on the Seller’s website and may be accessed by the Customer free of charge via his password-protected user account by entering the relevant login details.

2.6 Prior to submitting a binding order via the Seller’s online order form, the Customer may identify possible input errors by carefully reviewing the information displayed on the screen. An effective technical means of better detecting input errors may be the browser’s zoom function, which allows the display on the screen to be enlarged. During the electronic ordering process, the Customer may correct his entries at any time using the usual keyboard and mouse functions until he clicks the button that concludes the ordering process.

2.7 Different languages are available for the conclusion of the contract. The specific language selection will be displayed in the online shop.

2.8 Order processing and communication generally take place by e-mail and automated order handling. The Customer must ensure that the e-mail address provided by him for order processing is accurate so that e-mails sent by the Seller can be received at that address. In particular, when using spam filters, the Customer must ensure that all e-mails sent by the Seller or by third parties engaged by the Seller to process the order can be delivered.

3) Right of Withdrawal

3.1 Consumers are generally entitled to a right of withdrawal.

3.2 Further information on the right of withdrawal can be found in the Seller’s instructions on withdrawal.

3.3 The right of withdrawal does not apply to consumers who, at the time of the conclusion of the contract, are not residents of a member state of the European Union and whose sole place of residence and delivery address at the time of the conclusion of the contract are located outside the European Union.

4) Prices and Payment Terms

4.1 Unless otherwise stated in the Seller’s product description, the prices indicated are total prices that include statutory value-added tax. Any additional delivery and shipping costs that may apply will be specified separately in the respective product description.

4.2 In the case of deliveries to countries outside the European Union, additional costs may be incurred in individual cases for which the Seller is not responsible and which must be borne by the Customer. Such costs include, for example, fees for the transfer of funds by credit institutions (e.g. transfer fees, exchange rate charges) or import duties and taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds even if the delivery is not made to a country outside the European Union, but the Customer makes the payment from a country outside the European Union.

4.3 The payment option(s) available will be communicated to the Customer in the Seller’s online shop.

4.4 If advance payment by bank transfer has been agreed, payment shall be due immediately after the conclusion of the contract, unless the parties have agreed on a later due date.

4.5 If the Customer selects a payment method offered via the payment service “PayPal,” payment processing shall be carried out via PayPal, whereby PayPal may also use the services of third-party payment service providers for this purpose. If the Seller also offers payment methods via PayPal for which the Seller makes an advance payment to the Customer (e.g. purchase on account or installment payment), the Seller assigns his payment claim in this respect to PayPal or to the payment service provider commissioned by PayPal and specifically named to the Customer. Before accepting the Seller’s declaration of assignment, PayPal or the payment service provider commissioned by PayPal shall carry out a credit check using the Customer’s transmitted data. The Seller reserves the right to refuse the Customer the selected payment method in the event of a negative result of the credit check. If the selected payment method is approved, the Customer must pay the invoice amount within the agreed payment period or at the agreed payment intervals. In this case, the Customer may only make payment with debt-discharging effect to PayPal or the payment service provider commissioned by PayPal. However, the Seller shall remain responsible, even in the event of the assignment of claims, for general customer inquiries, e.g. regarding the goods, delivery time, dispatch, returns, complaints, declarations and submissions of withdrawal, or credit notes.

4.6 If the Customer selects the payment method “SOFORT,” payment processing shall be carried out via the payment service provider SOFORT GmbH, Theresienhöhe 12, 80339 Munich (hereinafter referred to as “SOFORT”). In order to pay the invoice amount via “SOFORT,” the Customer must have an online banking account enabled for participation in “SOFORT,” identify himself accordingly during the payment process, and confirm the payment instruction to “SOFORT.” The payment transaction will then be carried out immediately by “SOFORT,” and the Customer’s bank account will be debited. Further information about the payment method “SOFORT” can be accessed by the Customer on the Internet at https://www.klarna.com/sofort/.

4.7 If the Customer selects a payment method offered via the payment service provider “mollie,” payment processing shall be carried out via Mollie B.V., Keizersgracht 313, 1016 EE Amsterdam, Netherlands (hereinafter referred to as “mollie”). The individual payment methods offered via mollie will be communicated to the Customer in the Seller’s online shop. For the processing of payments, mollie may make use of additional payment services, for which special payment conditions may apply and to which the Customer will be separately referred, if applicable. Further information about “mollie” can be accessed on the Internet at https://www.mollie.com/en/.

4.8 If the Customer selects the payment method “purchase on account,” the purchase price shall become due after the goods have been delivered and invoiced. In this case, the purchase price must be paid without deduction within fourteen (14) days from the invoice date to Klarna AB, Sveavägen 46, 11134 Stockholm, Sweden (www.klarna.de), unless otherwise agreed. The payment method “purchase on account” requires a successful credit check by Klarna AB. If, after the credit check, the Customer is permitted to use the “purchase on account” payment method, payment processing shall take place in cooperation with Klarna AB, to whom the Seller assigns his payment claim. In this case, the Customer may only make payment with debt-discharging effect to Klarna AB. In all other respects, the General Terms and Conditions of Klarna AB, which the Customer can access during the ordering process, shall apply. The Seller reserves the right to offer the payment method “purchase on account” only up to a certain order volume and to decline this payment method if the specified order volume is exceeded. In such a case, the Seller will inform the Customer of the corresponding payment restriction in the payment information provided in the online shop.

4.9 If the Customer selects the SEPA direct debit payment method, the invoice amount shall become due after a SEPA direct debit mandate has been issued, but not before the expiry of the pre-notification period. The direct debit will be collected once the ordered goods leave the Seller’s warehouse, but not before the expiry of the pre-notification period. Pre-notification (“Pre-Notification”) means any communication (e.g. invoice, policy, contract) from the Seller to the Customer announcing a debit via SEPA direct debit. If the direct debit is not honored due to insufficient funds in the account or as a result of providing incorrect bank details, or if the Customer objects to the debit without being entitled to do so, the Customer shall bear the fees incurred by the respective credit institution as a result of the chargeback, provided that the Customer is responsible for this.

4.10 If the Customer selects the “PayPal Direct Debit” payment method, PayPal shall collect the invoice amount from the Customer’s bank account on behalf of the Seller after a SEPA direct debit mandate has been issued, but not before the expiry of the pre-notification period. Pre-notification (“Pre-Notification”) means any communication (e.g. invoice, policy, contract) to the Customer announcing a debit via SEPA direct debit. If the direct debit is not honored due to insufficient funds in the account or as a result of providing incorrect bank details, or if the Customer objects to the debit without being entitled to do so, the Customer shall bear the fees incurred by the respective credit institution as a result of the chargeback, provided that the Customer is responsible for this.

5) Delivery and Shipping Terms

5.1 If the Seller offers shipping of the goods, delivery shall be made within the delivery area specified by the Seller to the delivery address provided by the Customer, unless otherwise agreed. For the execution of the transaction, the delivery address specified in the Seller’s order processing shall be decisive. Notwithstanding the foregoing, if the payment method PayPal is selected, the delivery address stored by the Customer with PayPal at the time of payment shall be decisive.

5.2 If delivery of the goods fails for reasons attributable to the Customer, the Customer shall bear the reasonable costs incurred by the Seller as a result. This shall not apply with regard to the shipping costs for the initial dispatch if the Customer effectively exercises the right of withdrawal. With respect to the return shipping costs, the provisions set out in the Seller’s instructions on withdrawal shall apply if the Customer effectively exercises the right of withdrawal.

5.3 If the Customer is acting as an entrepreneur, the risk of accidental loss and accidental deterioration of the goods sold shall pass to the Customer as soon as the Seller has delivered the item to the carrier, the freight forwarder, or any other person or institution designated to carry out the shipment. If the Customer is acting as a consumer, the risk of accidental loss and accidental deterioration of the goods sold shall, as a general rule, not pass to the Customer until the goods have been handed over to the Customer or to a person authorized to receive them. By way of derogation, however, the risk of accidental loss and accidental deterioration of the goods sold shall already pass to the Customer, even in the case of consumers, once the Seller has delivered the item to the carrier, the freight forwarder, or any other person or institution designated to carry out the shipment, if the Customer has commissioned the carrier, the freight forwarder, or such other person or institution with the performance and the Seller has not previously named such person or institution to the Customer.

5.4 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This shall apply only if the non-delivery is not attributable to the Seller and the Seller has, with due care, concluded a specific covering transaction with the supplier. The Seller will make all reasonable efforts to procure the goods. In the event of non-availability or only partial availability of the goods, the Customer will be informed without delay and any consideration already paid will be refunded immediately.

5.5 If the Seller offers the goods for collection, the Customer may collect the ordered goods during the business hours specified by the Seller at the address specified by the Seller. In this case, no shipping costs will be charged.

5.6 License keys will be provided to the Customer as follows:

by e-mail

6) Grant of Rights of Use for License Keys

6.1 The license key provided entitles the Customer to use the digital product, as specified in the respective product description of the Seller, to the extent described therein.

6.2 Insofar as the license key relates to the one-time provision of digital content, the grant of rights shall only become effective once the Customer has paid the remuneration owed in full.

7) Contract Duration and Termination of Subscription Agreements

7.1 The contract is concluded for an indefinite period, but at least for a term of one year (minimum term). During the minimum term, the contract may be terminated with three months’ notice to the end of the minimum term. If the contract is not terminated in due time, it shall be automatically extended by one additional year in each case and may then again be terminated with three months’ notice to the end of the respective contractual term.

7.2 The right to extraordinary termination for good cause shall remain unaffected. Good cause exists if, taking into account all the circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination date or until the expiry of a notice period.

7.3 Terminations must be made in writing or in text form (e.g. by e-mail).

8) Retention of Title

8.1 If the Seller provides goods in advance, he retains ownership of the delivered goods until the purchase price owed has been paid in full.

9) Liability for Defects (Warranty)

9.1 Unless otherwise stipulated in the following provisions, the statutory provisions on liability for defects shall apply. By way of derogation, the following shall apply to contracts for the delivery of goods:

9.1 If the Customer is acting as an entrepreneur,

• the Seller shall have the right to choose the type of subsequent performance;
• in the case of new goods, the limitation period for defects shall be one year from the delivery of the goods;
• in the case of used goods, the rights and claims for defects shall be excluded;
• The limitation period shall not start anew if a replacement delivery is made within the scope of liability for defects.

9.2 If the Customer is acting as a consumer, the following shall apply to contracts for the delivery of used goods with the restriction of the following provision: The limitation period for defect claims shall be one year from the delivery of the goods, provided that this has been expressly and separately agreed between the parties and the Customer was specifically informed of the shortening of the limitation period prior to submitting his contractual declaration.

9.3 The above-mentioned limitations of liability and reductions of periods shall not apply

• to the Customer’s claims for damages and reimbursement of expenses,
• in cases where the Seller has fraudulently concealed the defect,
• for goods which, in accordance with their usual purpose, have been used for a building and have caused its defectiveness,
• for any existing obligation of the Seller to provide updates for digital products in the case of contracts for the supply of goods with digital elements.

9.4 Furthermore, for entrepreneurs, the statutory limitation periods for any existing statutory right of recourse shall remain unaffected.

9.5 If the Customer is acting as a merchant within the meaning of § 1 of the German Commercial Code (HGB), the obligation to examine and give notice of defects pursuant to § 377 HGB shall apply. If the Customer fails to comply with the notification obligations set out therein, the goods shall be deemed approved.

9.6 If the Customer is acting as a consumer, he is requested to report any goods delivered with obvious transport damage to the carrier and to inform the Seller accordingly. Failure by the Customer to do so shall have no effect on his statutory or contractual claims for defects.

10) Special Terms and Conditions for Repair Services

10.1 If, under the terms of the contract, the Seller is obliged to repair an item belonging to the Customer, the following shall apply:

10.1 Repair services shall be performed at the Seller’s place of business.

10.2 The Seller shall perform his services at his discretion either personally or through qualified personnel selected by him. In doing so, the Seller may also use the services of third parties (subcontractors) acting on his behalf. Unless otherwise specified in the Seller’s service description, the Customer shall have no right to demand the selection of a specific person to carry out the requested service.

10.3 The Customer shall provide the Seller with all information required for the repair of the item, unless procurement of such information falls within the Seller’s contractual obligations. In particular, the Customer shall provide the Seller with a comprehensive description of the defect and inform him of all circumstances that may have caused the identified defect.

10.4 Unless otherwise agreed, the Customer shall send the item to be repaired to the Seller’s place of business at his own expense and risk. The Seller recommends that the Customer take out transport insurance for this purpose. The Seller also recommends that the Customer ship the item in suitable transport packaging in order to reduce the risk of transport damage and to conceal the contents of the package. The Seller shall inform the Customer without delay of any obvious transport damage so that the Customer can assert any rights he may have against the carrier.

10.5 The return of the item shall be at the Customer’s expense. The risk of accidental loss and accidental deterioration of the item shall pass to the Customer upon delivery of the item to an appropriate transport person at the Seller’s place of business. At the Customer’s request, the Seller will take out transport insurance for the item.

10.6 The Customer may also deliver the item to be repaired to the Seller’s place of business himself and collect it again from there, if this is provided for in the Seller’s service description or if the parties have reached a corresponding agreement. In this case, the above provisions regarding the allocation of costs and the transfer of risk in the event of shipment and return of the item shall apply accordingly.

10.7 The above provisions shall not limit the Customer’s statutory rights in respect of defects in the event of the purchase of goods from the Seller.

10.8 The Seller shall be liable for defects in the repair services provided in accordance with the statutory provisions on liability for defects.

11) Redemption of Promotional Vouchers

11.1 Vouchers issued by the Seller free of charge as part of promotional campaigns with a specific validity period and which cannot be purchased by the Customer (hereinafter referred to as “promotional vouchers”) may only be redeemed in the Seller’s online shop and only during the specified period.

11.2 Certain products may be excluded from the voucher promotion if such a restriction is specified in the content of the promotional voucher.

11.3 Promotional vouchers can only be redeemed before the completion of the order process. Subsequent offsetting is not possible.

11.4 Only one promotional voucher can be redeemed per order.

11.5 The value of the goods must be at least equal to the amount of the promotional voucher. Any remaining balance will not be refunded by the Seller.

11.6 If the value of the promotional voucher is not sufficient to cover the order, one of the other payment methods offered by the Seller may be chosen to settle the difference.

11.7 The balance of a promotional voucher will neither be paid out in cash nor bear interest.

11.8 The promotional voucher will not be refunded if the Customer returns the goods paid for in whole or in part with the promotional voucher under his statutory right of withdrawal.

11.9 The promotional voucher is transferable. The Seller may render performance with debt-discharging effect to the respective holder who redeems the promotional voucher in the Seller’s online shop. This shall not apply if the Seller has knowledge of, or grossly negligent ignorance regarding, the lack of authorization, legal incapacity, or lack of representative authority of the respective holder.

12) Applicable Law

12.1 All legal relationships between the parties shall be governed by the law of the Federal Republic of Germany, to the exclusion of the laws on the international sale of movable goods. For consumers, this choice of law shall apply only insofar as it does not deprive the consumer of the protection granted by mandatory provisions of the law of the country in which the consumer has his habitual residence.

12.2 Furthermore, this choice of law shall not apply with regard to the statutory right of withdrawal for consumers who, at the time of the conclusion of the contract, are not residents of a member state of the European Union and whose sole place of residence and delivery address at the time of the conclusion of the contract are located outside the European Union.

13) Place of Jurisdiction

13.1 If the Customer is a merchant, a legal entity under public law, or a special fund under public law with its registered office within the territory of the Federal Republic of Germany, the Seller’s place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract. If the Customer’s registered office is outside the territory of the Federal Republic of Germany, the Seller’s place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract, provided that the contract or claims arising from the contract can be attributed to the Customer’s professional or commercial activity. In the above cases, however, the Seller shall in any event be entitled to bring an action before the court at the Customer’s place of business.

14) Alternative Dispute Resolution (ADR)

14.1 The EU Commission provides an online platform for dispute resolution at the following link: https://ec.europa.eu/consumers/odr

14.2 This platform serves as a point of contact for the out-of-court resolution of disputes arising from online purchase or service contracts in which a consumer is involved.

14.3 The Seller is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.