Scope

These General Terms and Conditions (hereinafter referred to as "Terms") govern all agreements between xcware Cloud Solutions (hereinafter referred to as "Seller") and the Customer (hereinafter referred to as "Customer") concerning the sale of software licenses and Hosted xcware services. These Terms shall also apply to any future business transactions between the parties, unless otherwise expressly agreed to in writing.

Conclusion of the Contract

1. The contract shall be deemed established upon the Customer's submission of an order through the Seller’s official order form and the Seller’s written confirmation of such order, which may be provided via email.
2. The ORDER FORM shall constitute the License Agreement and shall remain in effect for a period of one (1) year with respect to Self-Hosted xcware software, and for a period of one (1) month with respect to Hosted xcware software, unless otherwise expressly stated therein. The effective date of the License Agreement shall be deemed to be the date on which the order is placed.

License Grant and Usage

1. Upon receipt of full payment, the Customer shall be granted a non-transferable, non-exclusive license to use the software as specified in the ORDER FORM, for a term of one (1) year in the case of Self-Hosted xcware software, and for a term of one (1) month in the case of Hosted xcware software.
2. The Customer shall not resell, distribute, share, or sublicense the software, in whole or in part, without the prior written consent of the Seller.
3. The license for the Self-Hosted xcware software includes a fifteen (15) day grace period following its expiration. If the license is not renewed prior to the end of this grace period, the Customer’s right to use the software shall be automatically terminated. In the case of Hosted xcware software, the license is tied to an active service subscription and shall terminate immediately upon non-renewal.
4. Additional License Terms are explicitly outlined in the End User License Agreement (EULA), which governs further use of the software.

Pricing and Payment

1. The price for the software license is defined in the ORDER FORM. All prices are net and exclusive of applicable taxes.
2. Payments for the Self-Hosted xcware software license shall be due within thirty (30) days from the date of invoice, unless otherwise expressly agreed in writing by the parties.
3. Payments for the Hosted xcware service shall be made in advance and are due prior to the commencement of the service term.
4. The Seller reserves the right to charge interest on overdue payments at a rate of 1.5% per month.

Right of Withdrawal

1. The Customer has the right to withdraw from the contract within 14 days from the date of order, even if the invoice has been paid. The cancellation must be communicated via email to contact@xcware.com.
2. Upon cancellation, any License Key issued for the Self-Hosted xcware software shall be deactivated, and the corresponding payment shall be refunded, subject to the Seller’s right to deduct any bank or transaction fees incurred during the refund process. Payments made for the Hosted xcware service are non-refundable under any circumstances.
3. After the 14-day period, the transaction is considered final, and no withdrawal or refund is possible.

Delivery

1. Software, License Keys for the Self-Hosted xcware software, and Service Login details for the Hosted xcware service will be provided electronically upon receipt of full payment.
2. Delivery shall be considered complete once the software and License Key for the Self-Hosted xcware software, or the Service Login details for the Hosted xcware service, have been provided to the Customer.

Warranty and Liability

1. The Seller warrants that the software substantially conforms to the specifications described in the documentation. However, the Seller does not warrant that the software will operate without interruption or be error-free.
2. The Seller guarantees a 99.99% uptime for the Hosted xcware service, excluding any outages caused by natural disasters or force majeure events.
3. In case of defects, the Customer must notify the Seller in writing. The Seller shall have the right to correct the defect within a reasonable period or provide a replacement.
4. The Seller's liability is limited to intent and gross negligence. The Seller is not liable for indirect or consequential damages unless mandatory law provides otherwise.

Termination

1. Either party may terminate the contract upon the expiration of the license period or upon written notice if the other party breaches any material term of the contract.
2. Upon termination, the Customer must cease all use of the software and delete all copies.

Intellectual Property

1. All intellectual property rights in the software, including copyrights and trademarks, remain the exclusive property of the Seller.
2. The Customer may not modify, reverse engineer, decompile, or disassemble the software unless permitted by law.

Data Protection

The Seller complies with applicable data protection laws. Personal data collected during the order and license process will be handled as described in the Seller's Privacy Policy.

Governing Law and Jurisdiction

These Terms and all legal relationships between the Seller and the Customer are governed by and construed in accordance with the laws of Germany, without regard to its conflict of law principles.

Severability Clause

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.