General Terms and Conditions of Digistore24 GmbH for Buying Customers

Standard Business Terms for DigiStore24 Buyers

1. Scope

These Standard Business Terms for Digistore24 Buyers (hereinafter referred to as the “Standard Business Terms”) apply to the cost-free use of the www.Digistore24.com online platform (hereinafter referred to as the “Online Platform”) as well as to all contracts concluded between Digistore24 GmbH, St.-Godehard-Straße 32, 31139 Hildesheim, Germany (hereinafter referred to as “we” or “Digistore24”) and you as our customer (hereinafter referred to as “customer” or “buyer”) on such Online Platform.

For the foregoing purposes, our offers are addressed to both entrepreneurs within the meaning of section 14 German Civil Code (“BGB”) (hereinafter referred to as “entrepreneurs”) and consumers within the meaning of section 13 BGB (hereinafter referred to as “consumers”) and likewise apply to all future business relationships even if our Standard Business Terms are not expressly agreed again in future.

As defined in section 13 BGB, a consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside his/her trade or independent business or profession.

As defined in section 14 BGB, an entrepreneur is any natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts within the scope of his/her or its trade or independent business or profession.

2. Performance by DigiStore24

Digistore24 provides all of the following goods and services exclusively on the basis of these Standard Business Terms. Any standard business terms of the buyer that vary from these Standard Business Terms do not become a element of any contract even if Digistore24 does not expressly object to their inclusion.

The buyer has the ability to purchase a variety of products via on the Online Platform. These may include new or pre-owned products, whereby this is clearly indicated on the respective product page. In addition, Digistore24 offers the purchase of subscriptions which may concern the purchase of products or the rendering of services. We sell products and services in our own name and for our own account from dealers and service providers (hereinafter referred to as “contractual partners”) who, once a buyer makes a purchase via Digistore24, have an obligation toward us to directly provide the relevant supply of goods or services to the buyer. Accordingly, the products or services concerned are provided by our contractual partners (whose logo appears during the ordering process) who are acting as our agents. The foregoing applies in like manner to all types of services or memberships.

Our contractual partners are authorized to include supplemental product-specific terms of use which likewise become elements of the contract.

We will notify the customer on a timely basis and in an appropriate manner if such product-specific terms of use are intended to apply and provide the buyer an appropriate opportunity to acknowledge them. However, the contract for the purchase of the goods or services concerned (including any product-specific terms of use if applicable) is concluded with us in all cases.

3. Contract formation

Placing a product in the online shop does not represent a binding offer on the part of Digistore24 to conclude a purchase agreement with the buyer. In order to purchase products in the Digistore24 online shop, the buyer may place the desired merchandise into the cart and then enter the order data into the order form. After selecting the shipping option and the desired payment form, and accepting these Standard Business Terms, the buyer then submits a binding offer by clicking the “Buy now” button. Following the order process, the buyer will receive an order confirmation from Digistore24 by email. However, the order confirmation does not represent binding acceptance of the offer sent by the buyer to Digistore24.

Digistore24 saves the contract text for the order and the buyer may print this out before sending the order to us by clicking on “Print” during the final step of the order process. We also send the buyer an order confirmation and an order acceptance containing all information concerning the order to the email address indicated by the buyer.

The buyer may access additional information regarding our privacy policy at any time under https://www.digistore24.com/page/privacy.

Acceptance on the part of Digistore24 is indicated by means of an explicit declaration of acceptance sent by email to the buyer by the end of the third business day following the day of the order at the latest or by sending the contractual goods.

Digistore24 is entitled to reject contract offers without need to state the reasons.

Offers by Digistore24 are non-binding and subject to change if the buyer is an entrepreneur.

The exclusive contract language is German.

4. Software

In the event that a product subject to delivery is or contains software, such software is delivered subject to the respective license terms and conditions.

Such software may only be duplicated, adapted, translated, made available, distributed, modified, disassembled, decompiled, re-translated or combined with other software to the extent expressly permitted by the license terms or applicable law, including without limitation section 69d subsections (2) and (3) and section 69e of the Germany Copyright Act.

The buyer is required to indemnify and hold Digistore24 harmless in relation to all obligations and costs resulting from the infringement of third-party property rights by the buyer.

5. Prices

The prices in effect at the time an order is placed are applicable. All prices are indicated in euros and are understood to include VAT and sales tax.

The prices do not include shipping costs; such costs will be stated separately during the ordering process.

In the case of a purchase agreement between Digistore24 and the customer, the purchase price, including shipping charges, is immediately due for payment.

Amounts due for payment by the buyer upon purchase are stated clearly and transparently on the order form regardless of whether such price amounts are different or the same.

In the event the buyer is an entrepreneur, such prices are to be understood to be subject to packaging, freight, postage, shipping charges and insurance. Either party may demand a corresponding price adjustment in the event our purchase prices, transport costs, business-related taxes or other costs that affect the individual prices should change unforeseeably between the formation of the contract and the agreed delivery date; in the case of non-trading transactions, the foregoing applies only if such period is greater than four months.

6. Payment terms

Digistore24 offers buyers different payment methods. These are: PayPal, payment by MasterCard or Visa credit cards, electronic direct debit, instant bank transfer or bank transfer.

If the buyer acquires a product in connection with a subscription (“subscription product”), or a product or service that includes partial payments, using the Digistore24 order form, the transaction is deemed to include the grant of a direct debit mandate to us by the buyer. The amount of payments to be made is based on the product purchased. The prices and the agreed payment term are always stated clearly on our order form. In such cases, the direct debit mandate applies to the relevant payment method.

In the event of the revocation of a contract declaration by a consumer pursuant to section 7, or in the event of the rescission of the contract on other grounds, we will refund any portion of the purchase price already paid. We will refund such payments using the same payment method selected in connection with the original transaction. In the event of the grant of a SEPA direct debit mandate, the concurrent reversal of payment by the buyer is thus not necessary. We are entitled to demand disclosure of the account holder’s personal information from the institution maintaining the buyer’s account for purposes of enforcing our claims under civil law should the buyer, following the expiry of a reasonable period granted by us, not repay the amount wrongfully obtained following a reversal of payment and concurrent refund by us. Furthermore, we reserve the right to file a criminal complaint in such cases.

8. Delivery and delivery time

Shipment will be made within ten days of receipt of funds in our account.

Partial deliveries are permitted and may be invoiced separately to an extent that is reasonably acceptable to the buyer, and provided the buyer has an objective interest in a partial delivery.

If Digistore24 is in default as a result, provided the buyer is an entrepreneur, the buyer may revoke the contract only to the extent that the product has not been notified as ready for shipment following the expiry of a reasonable additional amount of time for compliance without result. Such period must be at least fourteen days and must be communicated in writing. In the event of a partial default or partial impossibility, the buyer may only revoke the contract as a whole or may only demand compensation for damages for non-performance of the entire obligation if the buyer has no interest in partial performance of the contract.

9. Passage of risk

The statutory rules governing the passage of risk in purchased goods apply if the buyer is a consumer.

In the event the buyer is an entrepreneur, risk passes to the buyer as soon as the shipment is transferred to a carefully-selected carrier or has left the warehouse or that of a sub-contractor. If shipment is delayed at the request of the buyer, risk passes to the buyer upon notice of readiness for shipment. The foregoing applies in like manner to the assertion of rights of retention.

10. Retention of title

The goods remain the property of Digistore24 until the purchase price has been paid in full.

Prior to the transfer of ownership, the following are prohibited without the consent of Digistore24: pledge, transfer of a security interest, processing or modification.

Provided the buyer is an entrepreneur, the buyer may resell goods that are subject to retention of title in the ordinary course of business. However, the buyer is only permitted to sell the goods to end consumers. The sale of the goods to resellers is expressly prohibited. The buyer hereby immediately assigns to us in full all claims related to goods that are subject to retention of title by virtue of sale or on other legal grounds (insurance, unlawful act), including all current account balance claims, for purposes of security. We grant the buyer the revocable right to collect in their own name the accounts receivable assigned to us. This authorization to collect may only be revoked if the buyer is in default of payment. In such cases, the buyer is obliged to inform us of the name, address and the amount of the receivable for all persons to whom the buyer has sold goods subject to retention of title. Pledges or transfer by way of security are prohibited.

We will not disclose the assignment provided the buyer is not in default of payment. In the event a third party asserts a claim against the goods subject to retention of title, in particular in the event of confiscation, the buyer shall provide notice of our ownership interest and notify us without delay so that we can assert our property rights. The buyer is liable in the event any such third party is not able to reimburse us for any judicial or extra-judicial costs incurred in this connection.

In the event the buyer acts in a manner that is contrary to the terms of the contract – including without limitation delay in payment, cessation of payment, application for insolvency, we are entitled to seize the goods subject to retention of title, or, if applicable, demand the assignment of the buyer’s claims for return of the goods from third parties. If the buyer is an entrepreneur, seizing or attaching the goods subject to retention of title does not represent a revocation of the contract on our part.

11. Warranty

The applicable statutory warranty rights apply to all contracts between Digistore24 and the buyer.

If the purchase agreement concerns pre-owned goods, the warranty rights lapse after one year commencing on the day on which the goods were delivered.

The reduction of the warranty period to one year does not apply if the liability for damages relates to injury to limb or health due to a defect for which we were at fault or to intentional conduct or gross negligence on the part of Digistore24 or our vicarious agents. The foregoing notwithstanding, we are liable as provided in the German Product Liability Act.

In cases where the buyer is an entrepreneur, the following additional provisions apply: The buyer is required to provide notice of all visible defects upon receipt of the goods or within five business days at the latest. Latent defects that could also not have been located in the course of an immediate inspection may only be claimed toward Digistore24 if we receive notice of the defect within six months of the goods’ leaving the supplier. In the case of legitimate complaints, Digistore24 GmbH is obliged, at its discretion, to effect a cure or make a replacement delivery. The warranty rights lapse if the buyer does not provide us the opportunity to inspect the defector does not immediately make the allegedly defective goods or a sample thereof available upon request. Objections related to partial deliveries do not entitle the buyer to reject the remainder of the delivery. These conditions also apply to the delivery of goods that do not conform to the contract. Entrepreneurs have no warranty rights in the case of supplies of pre-owned products.

12. Limitation on liability

Digistore24 constantly endeavors to ensure that the website is available without interruption and that data is transmitted free of errors. However, this cannot be guaranteed at all times. Furthermore, access to the Online Platform may be interrupted or limited on an occasional basis in order to perform repairs, maintenance or to install new equipment. Digistore24 endeavors to limit the duration and frequency of such temporary interruptions.

Digistore24’s liability is unlimited in cases involving intent and gross negligence, as well as injury to life, limb or health.

Digistore24 is only liable if a material contractual obligation is breached in cases concerning simple negligence. Material contractual obligations as referred to in this section comprise obligations the fulfillment of which is essential for the proper implementation of the contract and the performance of which may thus regularly be expected by the other contracting party.

The foregoing limitations on liability also apply in favor of Digistore24’s employees, representatives and agents.

13. Online dispute resolution

The European Commission has made an online dispute resolution available (“ODR”). The buyer may access the platform at http://ec.europa.eu/consumers/odr.

14. Place of Performance; Jurisdiction; Applicable Law

The place of performance for all claims arising under the contractual relationship is Hildesheim provided the buyer is an entrepreneur.

The exclusive place of jurisdiction for all disputes arising under, or in connection with, this contract is Hildesheim, provided that the buyer is a merchant or has no general place of jurisdiction in Germany or in any other member state of the European Union, has relocated his/her fixed residence to a foreign country after these terms of use became effective, or his/her residence or habitual place of abode is unknown at the time a complaint is lodged.

German law shall apply subject to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. In the case of consumers, this choice of law only applies in so far as the consumer is not deprived of the protection granted by the law of the country in which he/she is customarily domiciled.

The buyer may only assert a right of set-off or retention in relation to claims on the part of Digistore24 if the consumer’s counterclaims are undisputed, there is a legally enforceable judgment, or the counterclaim bears a reciprocal relationship to the claim concerned.

The buyer is not entitled to assign rights under the contractual relationship to third parties absent our consent.

November 2017