Terms of use

1. Terms of Contract

   1. qxhub AG performs its services concerning the use of software by the end customer via the Internet based on the respective service and product specification, which can be viewed on the website www.qxhub.net and based on the following Terms of Use.

   2. Our software is provided to businesses and may only be used by such. It is not intended for use by consumers.

   3. qxhub AG furnishes all sales, supplies, and other performances under the following conditions. These conditions apply to all future business relations, even if they are not expressly referred to again. Other general business conditions only apply to this contract if we explicitly accept them in writing.

   4. All agreements, including special arrangements and supplements, require written confirmation or express written acknowledgement from us. Our employees are not authorized to enter into special verbal agreements or make promises that go beyond the written agreement. If our order confirmation is not repudiated immediately, at the latest two weeks after receipt, then its contents are legally binding.

   5. Our offers are not binding, as long as they are not termed final offers.

   6. Samples, trials, drawings, figures, specifications concerning types, measurements, standards, and other documents, which are given to the customer in connection with an offer, as well as specifications in brochures become legally binding only when they are accompanied by a specific agreement. The property rights and copyrights of such documents remain ours.

   7. We are entitled to continually develop the products further; deviations of the supplied product from the ordered product are admissible, as far as they are reasonable in relation to the customer.

   8. We reserve the right to make the conclusion of a contract dependent on pre-payment, partial payment, or a security deposit.

2. Conclusion of contract and orders for services

   1. The customer registers with his data on our website www.qxhub.net. By creating a company account, the customer makes an offer to conclude the contract. qxhub accepts the customer's offer by activating the company account.

   2. After activation, the customer can order services (e.g. subscriptions or expansion of the number of suppliers) for a fee via his company account. In case of an order, the customer receies an order confirmation.

3. Object of the Contract

   1. qxhub offers the use of software via the Internet for the duration of the contract. The functional scope of the software results from the respective applicable product description.

   2. The user documentation is provided in German and/or English. The user documentation is provided in electronic form.

   3. Customization of the software and consulting services are not owed by qxhub, unless otherwise agreed.

   4. The software of qxhub AG is a standard software. The customer has no claim to specific software functions or the maintenance of current software functions.

4. Rights of use

   1. The copyright and all other neighbouring rights to the software are exclusively the property of qxhu bAG or the respective author. Insofar as the rights are held by third parties, qxhub AG has obtained corresponding rights of use.

   2. The customer, as well as the users created by him, receive a non-exclusive right to access and use the software via the Internet during the term of the contract.

   3. The customer is not permitted to transfer the granted right to third parties or to enable third parties to use the software in any other way.

5. Provision of services

   1. The technical implementation of the services can be arranged freely by qxhub AG as long as the implementation occurs in accordance with the conditions of these terms.

   2. qxhub is entitled to make changed to the agreed services if this becomes mandatory due to legal and/or regulatory conditions.

   3. qxhub is entitled to update and further develop the software. However, the customer has no entitlement in this regard.

   4. qxhub is entitled to commission further service providers with the fulfillment of the services.

6. Availability, restrictions of service, security, force majeure

   1. For information on availability, service restrictions or force majeure, qxhub refers tot he currently applicable Service Level Agreement.

   2. qxhub uses the available options that are technically and economically beneficial in its view to make the software as securely as possible. This includes, in particular, protection against third-party access through encrypted transmission of the entered data as well as maintaining aknowledged security standards. Nevertheless, the customer recognises that full protection against harmful data is not possible.

7. Duration of contract and termination

   1. The contract begins on the day of activation of the company account. After activation, the customer has the possibility to test the software free of cahrge for an unlimited period of time. He can extend the scope of functionality of the software by taking out a paid subscription.

   2. The customer may terminate the contract of the subscriptions with a notice period of 30 days, but no earlier than the expiration of the minimum term. qxhub is entitled to terminate the contract of the licenses with a notice period of 3 months, but no earlier than teh expiration of the minimum term of the subscriptions. Unless otherweise agreed, the aforementioned periods shall also apply to partial terminations.

   3. If the licensed subscriptions have a minimum term of 12 months and are not terminated in accordance with the aforementioned notice period, these lincenses shall be extended again by an additional 12 months.

   4. The customer may purchase additional licenses at any time. These are charged proportional for the remaining term of the corresponding subscription and are then extended together with the associated subscription for a further 12 months.

   5. qxhub is entitled to terminate the contract for good cause. An important reason is especially given, if the customer violates his contractual obligations in gross violation of the contract and despite written warning and/or setting of a deadline. An important reason is in particular given if the customer is in default with the payment of fees or essential parts thereof and does not pay the fees within a reasonable period of time even after a reminder or if an application for the opening of insolvency proceedings against the the customer's assets has been filed and/or such insolvency proceedings have been opened.

   6. Termination must be declared in writing. Furthermore, the customer has the option to terminate via the corresponding company account.

8. Terms of Payment

   1. For the services of qxhub AG, the customer shall pay the agreed fee in euros. Fees are to be paid in advance. The fee is exclusive of the statutory value added tax, if applicable.

   2. Payments are due in full within 14 days of receipt of the products. If the customer is a seller, he or she does not have the right to a lien and plea for the unfulfilled contract.

   3. The customer agrees to the transmission of invoices in eletronic form (e.g. as a PDF document by e-mail). The invoices will additionally be provided to the customer electronically in his company account.

   4. A buyer’s right to charge amounts with counterclaims are not valid, unless it is determined that the claim is undisputed or has been validated by a court.

   5. Checks and drafts are accepted only as payment of a debt. We reserve the right to refuse any such payment forms. All costs connected to certain payment types will be charged to the customer. We do not accept liability for timely submittal, complaints, notification and dispatching.

   6. We can, at any time, require appropriate collateral from the customer against our claims and make fulfilment of our obligations dependent upon presenting or increasing such collateral.

   7. Delay of payment for our services begins, as soon as we furnish a reminder for the payment or require payment within a certain time period or at a certain date, even if this is not expressly termed a reminder.

   8. If the customer experiences a degradation of his or her credit-worthiness or if such circumstances become known to us, we can make all demands against the customer due immediately, as far as they are not restricted by an oral agreement, and we can hold back all outstanding services and products, match delivery with payment, or demand collateral, even if these demands are governed by other contracts. The same applies to a delay of payment by the customer unless the customer can prove that no circumstances are present which could put our demands in jeopardy.

   9. The customer must check any running account for errors and completeness in statements, billing statements, and balance of invoices. We are allowed to exclude and eparately account for subsequent interest charges in the billing statements and balance of invoices. Objections against billing statements and balance of invoices must be raised within a month of receiving the respective statements. Other objections must be raised immediately. If no objections are received within the appropriate time frame, then statements are deemed approved. We will refer to the effects of non-remittance of objections in billing statements, balance statements, and other statements. Legal demands stemming from justified objections after the expiration of this time frame remain unaffected.

9. Retention of Title

   1. We reserve the property rights of all our products up to the time of full payment for such products in any contract. Property rights transfer to the buyer as soon as the bank has honoured checks and drafts. For running accounts, property rights of items not fully paid for (products subject to claim) remain with us for collateral against the outstanding sum of money.

   2. The customer may only sell products subject to claim limited by such restrictions during the regular course of his or her business. Other sales, especially pawning or transferring products subject to claim to a third party are not permitted. The customer transfers all demands and respective rights, attained from any sale or other transaction, equal to the unpaid amount to us upon signing the respective delivery contract. He or she is entitled to collect the transferred demands. The customer has to out all information and hand out all necessary documents on demand concerning his or her customer, which we need in order to validate our rights against the aforementioned customer.

   3. If the value of demands or collateral exceeds our total demand against products subject to claim by more than 20%, then the customer can require the release or return transfer of the surplus collateral.

   4. Authorization of the customer for the sale of the products subject to claim and for the collecting of demands is null and void if terms of payment are not honoured, with unauthorized orders, and if insolvency proceedings are proclaimed against the customer. In this case, we are entitled to take the products subject to claim into our possession immediately.

   5. The customer must notify us immediately if any third parties are making demands against products subject to claim.

   6. If we claim our property rights by recovering products subject to claim, we are free to sell or auction off the products subject to claim. Further demands for compensation, including lost profits, are within our range of rights.

10. Software Products

    1. The customer is not entitled to rent or lease out software products. The customer is obligated, in particular, to stay within the limitations stated by the software producer regarding utilization, usage or handling of the software.

    2. We are not liable to ensure complete accuracy of the software. Guarantees and liability only apply to the fact that the product is basically useful according to the program description and the user directions. We do not offer any guarantees or liability for software, which was modified by the customer.

    3. The customer alone is responsible for correct selection, correct usage, monitoring, and the consequences of software usage. This covers also the recording of transactions, generating recovery routines in the case of a malfunctioning of the software as well as safeguards against data loss.

11. Services

    1. Services will always be invoiced at commenced half-day rate (4 hours). Half a daily rate will be deemed to have begun if more than 30 minutes have elapsed.

    2. At least one full daily rate will be charged for services performed at the customers premises. At least half a daily rate will be charged for remote services.

12. Claim of Defect, Guarantee and Statute of Limitation Concerning a Claim

    1. The customer must carefully inspect our merchandise immediately for defects, inaccurate amounts, etc. The customer must then immediately file detailed objections in writing, at the latest within two weeks after transfer or delivery. If a defect present before transfer shows up only later (hidden defect), then this defect must be claimed in writing immediately after its discovery, at the latest within two weeks. The same applies to shipments of products other than those ordered.

    2. If the customer does not fulfil his or her obligations of inspection and notification in a sufficient timely manner, then all rights and demands in connection with defects, erroneous amounts, etc. become exempt, unless we are found purposefully negligible.

    3. We will provide repairs or replacements for warranted claims according to our discretion. If a defect is not replaced or repaired within an appropriate time frame, then the customer can demand either a discount on the product or a cancellation of the contract. The customer can exercise a right of lien only in an appropriate and reasonable relation between impediment and price.

    4. If we improved a product or sent a replacement, then we will be liable for the new or improved product according to the sales and shipment terms of the original product.

    5. The customer loses all warranty claims, if he or she installs, stores, treats, alters, or uses the products supplied by us inappropriately, unless he or she can prove that this cannot be the cause for the defect in question.

    6. If the customer is a full buyer/seller, then we can transfer our warranty claims to the customer for parts of the product which were not manufactured by qxhub AG, and we can refer him or her to the original manufacturer concerning guarantee issues. We are only liable for such parts if the customer has already brought the issue of guarantee before a court.

    7. All claims due to or connected to defects are subject to a 6 months statute of limitation from the time of transfer of the products. Demands due to illegal actions or fraud are excluded.

    8. Warranty claims against us are not transferable and can be made valid only by the customer.

13. General Limitation of Liability

    1. Compensation for damages of any kind, including those connected to damages caused by defects or inappropriate handling are unrecoverable as far as this is not explicitly contradicted in the general terms of delivery and sales. This applies also to demands made against our associates. Liability for gross negligence, for guaranteed features, and liability according to the Product Liability Law remains unaffected.

    2. In each case liability is limited to typical, foreseeable damage.

14. Export Regulations

    1. The products delivered by us are intended for the selling in the country of the customer. If the customer wants to export the delivered products, he or she is responsible for the adherence to the relevant regulations of the Federal Republic of Germany. If the customer infringes against any export control regulation, he or she is responsible without reservation for any demand made by us.

15. Miscellaneous

    1. If individual regulations should become or be totally or partially invalid, then this neither affects the validity of other regulations nor the relevancy of sales contracts, which are based on these general terms of delivery. An invalid regulation has to be replaced by a regulation which approximates the desired economic purpose if possible.

    2. The law of Germany applies to everything herein. The application of the United Nations Convention for the International Sale of Goods is excluded.

    3. For full buyers/sellers, Frankfurt am Main is the exclusive area of jurisdiction. This applies to legal inquiries concerning certificates, checks, and drafts. We can also sue, however, at another general or special area of jurisdiction at our discretion.