Social Science Consulting - Text Analysis Software

Last change: 18.7.2022

§ 1 Subject matter of the contract

1. The provider of deliveries or services according to this contract is Social Science Consulting, hereinafter referred to as SSC, represented by the managing director.
2. Information about the product as well as support and warranty are provided by SSC.

§ 2 General: Scope of Application

1. These General Terms and Conditions of SSC regulate the legal relationship between SSC and the Customer. The following provisions are addressed to both consumers and entrepreneurs. As far as customers are mentioned, both consumers and entrepreneurs are meant, unless otherwise stipulated.

2. The General Terms and Conditions apply exclusively and become the basis of every contract with SSC as the contractual partner; SSC does not recognise any terms and conditions of the Customer that conflict with or deviate from these Terms and Conditions, unless SSC has expressly agreed to their validity in writing. These Terms and Conditions also apply if SSC executes the Customer's order without reservation in the knowledge of terms and conditions of the Customer that are contrary to or deviate from these Terms and Conditions.

3. All agreements made between SSC and the Customer for the execution of an order are to be set down in writing. This also applies to the cancellation of this written form requirement.

4. These General Terms and Conditions also apply to all future transactions with the Customer.

5. If these general terms and conditions are or become partially invalid, the validity of the remaining provisions shall not be affected. If an invalid provision relates to an ongoing contractual relationship, the parties shall replace the invalid provision with a valid provision that comes as close as possible to the intended economic success and purpose of the contract.

6. In addition to these General Terms and Conditions, the Special Licence Terms (EULA) shall apply, which the customer expressly accepts by installing the software.

§ 3 Conclusion of Contract (Offer, Confirmation and Acceptance)

1. An order placed by the customer constitutes an offer to us to purchase products subject to these General Terms and Conditions. All orders placed by the customer are subject to our subsequent acceptance. Prior to acceptance, an automatic acknowledgement of receipt of the customer's order will be generated in the case of an online order. This automatic confirmation does not constitute a formal acceptance of the order by us, but is for your information only. Acceptance of your order is effected by dispatch of the ordered goods.

2. Information given by telephone is not binding. Quotations are only binding if this is expressly stated in writing in the quotation or if the binding nature of a price quotation or other information is expressly stated on the electronic order page.

§ 4 Assurances by the customer

The Customer warrants that all information provided by him in the product order is current and accurate in all material respects and that it is sufficient for us to fulfil his product order. Additional costs incurred by SSC due to incorrect/incomplete address information shall be borne by the Customer.

§ 5 Prices and terms of payment

1. Unless otherwise stated in the order confirmation or in the information on the order page designated as binding, all prices displayed on the Internet pages of SSC are in the currency indicated on the website. All prices shown are subject to typing errors and other mistakes.

2. Unless otherwise specified, the prices quoted are exclusive of value added tax (this will be shown separately on the invoice at the statutory rate on the day of invoicing). In the case of electronic delivery, no delivery and transport costs shall be incurred; in the case of delivery of data carriers, delivery and transport costs shall be included in the price.

3. Payments must be made by the methods listed on the website; any other methods of payment require our prior consent.

4. The deduction of a discount requires prior separate agreement.

5. Unless otherwise stated in the order confirmation, the invoice amount shall be paid without deduction within 10 working days of receipt of the invoice.

If the Customer is in default of payment, SSC is entitled to demand interest on arrears. If the Customer is a consumer, the interest shall amount to 5 (five) percentage points above the base rate. If the Customer is an entrepreneur, the interest shall amount to 8 (eight) percentage points above the base rate. If SSC can prove a higher damage caused by delay, SSC is entitled to claim this. The Customer is entitled to prove to SSC that SSC has not incurred any damage or a significantly lower damage as a result of the delay in payment.

7. The Customer is only entitled to set-off rights if his counterclaims are legally established, undisputed or acknowledged by SSC. The Customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

8. Compliance with agreed delivery times or obligations presupposes the timely and proper fulfilment of the Customer's obligations.

9. If the Customer is in default of acceptance or if he violates other duties to cooperate, SSC is entitled to claim the damage incurred by SSC, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the subject matter of the contract shall also pass to the Customer at the time when the Customer is in default of acceptance.

§ 6 Retention of title

1. SSC retains the title to the object of the contract until full payment of all claims arising from the delivery contract including possible ancillary claims (e.g. costs of bills of exchange, financing costs, interest, etc.). In case of behaviour of the Customer contrary to the contract, in particular in case of default of payment, SSC is entitled to take back the subject matter of the contract as well as to retain parts of the subject matter of the contract not yet delivered. The taking back of the subject matter of the contract by SSC does not constitute a withdrawal from the contract, unless SSC has expressly declared this in writing. The seizure of the subject matter of the contract by SSC always constitutes a withdrawal from the contract. After taking back the subject matter of the contract, SSC is entitled to realise it, the realisation proceeds are to be credited against the liabilities of the Customer - less the actual realisation costs.

2. The Customer is obliged to inform SSC immediately in case of seizures or other interventions by third parties so that SSC can file a suit according to § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not in a position to reimburse SSC for the court and out-of-court costs of a successful action in accordance with § 771 ZPO, the Customer shall be liable for the loss incurred by SSC.

3. The Customer is entitled to resell the subject matter of the contract in the ordinary course of business; however, he already now assigns to SSC all claims in the amount of the outstanding invoice amount (incl. VAT) which he has accrued from the resale against his customers or third parties. The Customer remains authorised to collect this claim even after the assignment. The authority of SSC to collect the claim itself remains unaffected by this. However, SSC undertakes not to collect the claim as long as the Customer meets his payment obligations from the collected proceeds, is not in default of payment and in particular no application for the opening of insolvency proceedings has been filed or there is no cessation of payments. If this is the case, however, SSC can demand that the Customer informs SSC about the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) about the assignment.

4. SSC undertakes to release the securities to which SSC is entitled upon request of the Customer to the extent that the realisable value of the securities exceeds the claims to be secured by more than 20%; the choice of the securities to be released is incumbent on SSC.

§ 7 Delivery, Delivery Period

1. The delivery of the ordered goods is carried out according to the respective delivery information on our internet pages. 2. orders are usually delivered within the agreed time.

2. Orders are usually processed within three working days after receipt. In the event of increased demand or supply bottlenecks, the delivery period may be extended if necessary.

3. Insofar as software is offered to the customer electronically, in the form of a download link for downloading the software from our servers, the customer shall be obliged to collect the software. After receipt of the necessary data, the customer alone decides whether and when to download the software.

§ 8 Scope of use of the software

1. The software acquired on the basis of these terms and conditions, including all components, in particular the symbols, is the property of SSC and is protected by national and international copyrights and other industrial property rights.

2. The customer receives a simple right of use in perpetuity to the software called up or ordered by him. In addition to this granting of rights, the special licence conditions (EULA) apply, which the Customer expressly accepts upon receipt of the software. If there are additional licence conditions regulating the use of the software, these will be listed on a separate, written software contract concluded by SSC or an authorised representative of SSC.

3. The Customer is entitled to install the Software in the purchased number of licences (the number of purchased licences is specified in the invoice or in a separate software contract). Furthermore, you are entitled to make one (1) backup copy of the software. This must be marked as such. SSC may demand that all unlawfully produced or distributed copies or copies intended for unlawful distribution be destroyed.

4. The purchase of one licence each entitles to install and use the software on one data processing unit each, regardless of whether this is a workstation or a laptop. Installation on one workstation and one laptop at the same time is permitted in deviation from the above provision if the customer is the owner of both the workstation and the laptop and it is ensured that only one of the installed versions can be used by the customer in each case.

5. A licence may only be installed on a data processing unit which is not used as a server. If the software is used in a network, a licence is acquired for each data processing unit.

6. The software may neither be passed on nor resold without the consent of SSC. However, you may permanently transfer the Software (including all prior versions and backup copies) provided that you transfer all documentation and media, retain no copies and ensure that this Licence Agreement applies. SSC must be notified of the permanent transfer by e-mail, naming the transferee. In case of transfer of the software to a third party, the client has to immediately stop any further own use of the software and to completely remove the programme from his computer. The leasing of the software is not permitted.

7. The customer may not alter or remove any copyright, trademark, proprietary or other notices affixed to the data carriers, in the programme or on the documentation. The symbols integrated in the software may only be used within the framework of the normal, contractual use of the software. The separate use or exploitation of the symbols is expressly prohibited.

8. The software or parts of the software may not be copied, modified, retranslated or integrated into other programs without the express consent of SSC. 9. the Customer's rights to the software are reserved.

9. The rights of the customer to the software expire if he violates the above terms of use or the special licence conditions (EULA). In this case he shall be obliged to return the software in full.

§ 9 Licence conditions according to licence types

1. single licence - This licence may only be installed on a single computer and an associated laptop, provided that it is used ALTERNATIVELY to the computer. Both installations may not be used at the same time.

2. network licence - This permits simultaneous use of the software within a network within a building. The number of computers connected in the network does not matter.
3. academic licences - these may be used in academic institutions such as general education schools and universities; commercial use is excluded and entails claims for damages of 5000 euros per case.

§ 10 Warranty, exclusion of liability

1. The statutory warranty applies to the acquisition and use of the Software according to the following provision: SSC warrants in the case of a purchase of consumer goods for 24 months from delivery that the Software has the agreed quality at the time of transfer of risk. Essentially, the software has to comply with the applicable user documentation and the data carriers (if the software is purchased on such) as well as the user documentation (if available) have to be free of material and manufacturing defects.

2. The consumer is first entitled to subsequent performance. As supplementary performance, the Customer may, at his option, demand the removal of the defect or the delivery of a defect-free item. SSC is, however, entitled to refuse the type of supplementary performance chosen if it is only possible with disproportionate costs and the other type of supplementary performance remains without considerable disadvantages for the consumer. If the defective item is to be replaced free of charge, this requires the return of the defective item. If the supplementary performance fails, the customer may in principle demand a reduction of the purchase price (abatement) or the cancellation of the contract (withdrawal) after setting a reasonable deadline.

3. The warranty rights of the Customer - insofar as he is a merchant - presuppose that he has duly complied with the duties of inspection and notification of defects owed according to § 377 HGB (German Commercial Code). In this case SSC guarantees for six (6) months that the software has the agreed quality (according to paragraph 1). If, in the absence of the agreed quality, the Customer is not provided with a fault-free object by SSC within a reasonable period of time, the Customer is entitled to demand a reduction of the price or to withdraw from the contract.

4. As far as the customer is entitled to a claim for compensation of the damage instead of the performance which is caused by the negligence of SSC, the liability of SSC is limited to compensation of the foreseeable, typically occurring damage; as a rule, this is to be equated with the licence fee paid.

5. The liability of SSC is limited to such damages which are caused by gross negligence or intentional behaviour or by culpable violation of essential obligations of this agreement by SSC. If the breach of an essential contractual obligation by SSC is not due to gross negligence or wilful misconduct, SSC's liability shall be limited to such typical damage or such typical extent of damage which was reasonably foreseeable at the time of the conclusion of the Agreement.
The Client's essential obligations include making back-up copies of the processed data at reasonable intervals, but at least once a day after the end of a work session. A breach of this obligation shall be considered as contributory negligence.

6. SSC is not liable for the functions of the software meeting the specific requirements of the Customer or cooperating with components in the specific hardware configuration at the Customer. The selection, installation and use of the appropriate software as well as the achievement of the desired results are the responsibility of the Customer.

7. Any warranty and liability is excluded for consequences caused by changes made by the customer or a third party to the goods or by improper handling or incorrect operation of the goods.

8. SSC is not liable for the restoration of data, unless SSC has caused the loss intentionally or by gross negligence and the Customer has ensured that a data backup has been made so that the data can be reconstructed with reasonable effort.

9. SSC is furthermore not liable for damages which have not occurred to the software itself; in particular SSC is not liable for the loss of data, for lost profits or other financial losses of the Customer which are attributable to the use of the products.

10. The above limitations of liability do not apply to claims of the Customer if the damage is based on intent, gross negligence or lack of a warranted characteristic, breach of material contractual obligations, delay in performance, impossibility, as well as claims according to §§ 1, 4 of the Product Liability Act. In these cases, however, liability is limited to compensation for the typical damage foreseeable at the time of conclusion of the contract. The responsibility and liability of SSC for software or systems which are not subject of this contract are excluded.

11. Insofar as the liability of SSC is excluded or limited, this also applies to the personal liability of the employees, representatives and vicarious agents of SSC.

§ 11 Place of performance, place of jurisdiction, severability clause

1. For contracts with merchants, legal entities under public law or special funds under public law, the place of performance for delivery and payment as well as the place of jurisdiction shall be the registered office of SSC in Osnabrück, Germany.

2. If the customer does not have a general place of jurisdiction in Germany or if he loses his domicile or usual place of residence from the area of validity of the Federal Republic of Germany after conclusion of the contract, our place of business shall be the place of jurisdiction. This shall also apply if the place of residence or habitual abode is unknown at the time the action is brought.

3. The law of the Federal Republic of Germany shall apply. The provisions of the Vienna UN Convention for the International Sale of Goods (CISG) of 11.04.1980 on contracts for the international sale of goods (UN Sales Convention) shall not apply.

4. The rights and obligations arising from an agreement concluded between the parties on the basis of these Terms and Conditions cannot be transferred to third parties without the prior written consent of SSC.

5. If a provision in these terms and conditions or a provision within the framework of other agreements is or becomes invalid, this shall not affect the validity of all other agreements or provisions. In place of the ineffective provisions, the statutory provision shall apply.