General Terms and Conditions
1. Scope of Application
These General Terms and Conditions apply exclusively to all contracts for BeamYourScreen software drawn up between BeamYourScreen GmbH, Mannheim, Germany (hereinafter referred to as BeamYourScreen) and their customers (hereinafter referred to as the Customer). Customer terms that differ from or conflict with these General Terms and Conditions shall not be formally recognized. These Conditions shall also apply if BeamYourScreen provides services in the knowledge of contrary or differing Customer General Terms and Conditions.
2. Applicable Law, Jurisdiction
2.1. The laws of the Federal Republic of Germany are applicable for this contract, to the exclusion of the United Nations Convention on the International Sale of Goods.
2.2. Mannheim, Germany shall be stipulated as the exclusive place of jurisdiction for disputes resulting from or relating to this contract insofar as the Customer has a general place of jurisdiction in Germany and is a businessman, corporate entity operating under public law or a public separate-assets firm.
2.3. This place of jurisdiction also applies if the Customer has no general place of jurisdiction (i.e. residence) in Germany and is not a user who falls under the general jurisdiction of the European Union, Norway, Iceland, or Switzerland.
3. Contract Conclusion, Place of Execution
3.1. Information published or issued directly by BeamYourScreen does not constitute a contractual offer and is non-binding.
3.2. Contracts concluded via the BeamYourScreen Internet shop at www.BeamYourScreen.com shall be honored by BeamYourScreen, who will provide the Customer with an individual contractual offer after he or she has provided the requested information. The Customer asserts his or her binding acceptance of this offer by clicking on the “Buy” button.
3.3. All other types of Customer order (e.g. letter, fax, telephone) constitute a contractual offer that is binding for the Customer. Acceptance shall only be granted by BeamYourScreen upon their express declaration or by the sending of access details (link and password) via e-mail for download and use of the ordered BeamYourScreen software.
3.4. BeamYourScreen reserves all rights (especially proprietary rights, usage rights, and copyrights) to all information, software trials, and software trial accesses remaining from contractual negotiations.
3.5. Unless otherwise specified by the contract, the place of execution and payment is Mannheim, Germany. Statutory regulations regarding jurisdictions shall remain unaffected.
4. General Contractual Item
4.1. The Customer shall receive the non-exclusive usage rights for BeamYourScreen software in return for payment. This software package consists of client software for use on the Customer’s computer, BeamYourScreen server software that BeamYourScreen shall keep on its servers for customer access, and an executable BeamYourScreen file. The Customer can send his computer-screen display to the screen of a third party (hereinafter referred to as a Participant) via the Internet using BeamYourScreen software, and display information on this screen (hereinafter referred to as a Session). The executable BeamYourScreen file is used on Participant computers.
4.2. The Customer may choose to purchase a license (item 6) or conclude a lease contract (item 7). In addition, the technical specifications shall contain a more detailed description of services in the version valid at the time of contract conclusion with BeamYourScreen, which shall also become part of the contract agreement.
4.3. Usage rights shall only be granted for the individuals determined pursuant to item 5.
4.4. The Customer is not authorized to transfer or lease usage rights or to relinquish the software to third parties with the exception of Participant use in accordance with the contractual terms. Companies associated with the Customer concerned are also considered third parties.
4.5. The point of transfer for server-based services provided by BeamYourScreen to the Customer is the outgoing server of the BeamYourScreen server.
4.6. BeamYourScreen shall provide permanent server-based services. The Customer will be provided with access authorization with an average annual availability rate of 99%. Should the Customer achieve a higher rate of availability during use, BeamYourScreen shall grant it free of charge.
4.7. The Customer is not authorized to edit or modify BeamYourScreen software.
4.8. The source code for any BeamYourScreen software or its disclosure, installation, Customer or Participant training sessions or the software’s suitability for the purposes intended by the Customer are not contractual items and are thus not otherwise owed by BeamYourScreen.
4.9. BeamYourScreen client software shall be made available to the Customer within no later than one (1) day following contract conclusion through a downloadable link and password sent by e-mail.
5. Contractual Item Specifications according to Customer Specifications
5.1. Concluding a license or lease results in the following specification options concerning the usage rights of BeamYourScreen software (items 5.2 to 5.4).
5.2. For a single user license, the usage authorization only extends to a natural person who must be specified by name upon contract conclusion and who need not be the Customer him- or herself. BeamYourScreen client software may be installed on up to three (3) Customer computers.
5.3. Shared user license specifications entitle usage authorization for the Customer and any number of permanent employees in the Customer’s company. The number of sessions that may be held simultaneously depends on the stipulated capacity of the shared user license. BeamYourScreen client software may be installed on all Customer computers. Individuals from companies that are connected to the Customer’s company are not authorized for use.
5.4. The aforementioned specifications (single user license and shared user license) may continue to be selected in different product versions. The product version determines the maximum possible number of receiving Participants for a session.
6. Specific Provisions for Purchasing a License
6.1. The following specific provisions are additionally applicable for the purchase of a license (6.2 and 6.3).
6.2. The Customer purchases the right to use BeamYourScreen software pursuant to items 4 and 5 for a duration of ten (10) years. The period of use shall begin upon contract conclusion. This includes no specific rights concerning the purchase of updates and upgrades.
6.3. The stipulated remuneration is due in its entirety upon contract conclusion.
7. Specific Provisions for Concluding a Lease
7.1. The following specific provisions are additionally applicable for the conclusion of a lease agreement (7.2 to 7.4).
7.2. The Customer shall obtain the non-exclusive usage rights of the latest version of BeamYourScreen software pursuant to items 4 and 5 for the duration of the lease period.
7.3. The rental fee for the stipulated contractual period must be paid in full in advance and is due upon contract conclusion.
7.4. Contractual period, contract extension and revocation: the lease will be automatically renewed at the end of the originally concluded contractual period by an additional lease with the same duration and terms, provided that the contract is not terminated in writing through the receipt of one (1) months’ written notice submitted before the end of the ongoing contractual period.
8. Liability for Defects
8.1. BeamYourScreen is liable for any software defects pursuant to the legal regulations with the following restrictions.
8.2. BeamYourScreen’s no-fault liability for damage compensation for defects existing at the time of contract conclusion pursuant to section 536a of the German Civil Code (BGB) shall be excluded. Other bases for liability shall remain unaffected.
9. Liability for Damage
9.1. BeamYourScreen’s liability for infringements of contractual obligations and in tort is limited to willful intent and gross negligence. This is not applicable to injury to life, limb or health, claims due to the breach of cardinal obligations or compensation for damages due to delay (section 286 of the German Civil Code [BGB]). In this respect, BeamYourScreen is liable for every degree of fault. Cardinal obligations are those fundamental rights and obligations that result from the nature of the contract and whose damnification would endanger the purpose of the contract and on whose adherence the contractual parties may regularly rely. Liability for cardinal obligations is limited to regularly foreseeable damages.
9.2. The aforementioned disclaimer also applies to slightly negligent breaches of duty on the part of BeamYourScreen agents.
9.3. Insofar as liability is not excluded for damages unrelated to injury to the Customer’s life, limb or health or for slight negligence, such claims expire within one (1) year starting with the onset of the claim and/or for damages claims due to a defect when the software was sent.
9.4. Insofar as liability for damages is excluded or limited for BeamYourScreen, it is also applicable to personal liability for damage compensation for BeamYourScreen employees, representatives, and agents.
9.5. Liability from the Product Liability Act shall remain unaffected.
10. Instruction on Right of Revocation
10.1. The Customer is entitled to the following right of revocation (10.2 to 10.3). It shall not apply if he or she is involved in a commercial profession or is self-employed at the conclusion of this contract.
10.2. Right of revocation: the Customer may revoke his or her contractual agreement within two (2) weeks without indication of reason in written form (e.g. letter, fax, e-mail). The period begins upon receipt of these terms in written form, but not before the recipient receives the goods (not prior to receipt of the initial partial delivery for a recurring delivery of similar goods) nor prior to fulfillment of BeamYourScreen’s duty to provide information pursuant to section 312c, paragraph 2 of the German Civil Code (BGB) in connection with section 1, paragraphs 1, 2, and 4 of the German Civil Code’s Ordinance on the Duty to Provide Information to Consumers (BGB-InfoV), in addition to BeamYourScreen’s obligations pursuant to section 312e, paragraph 1, clause 1 of the German Civil Code (BGB) in connection with section 3 of the German Civil Code’s Ordinance on the Duty to Provide Information to Consumers (BGB-InfoV). The revocation period shall be considered as observed if notification of revocation is provided within the specified period. Revocation may be made by sending an e-mail to info@BeamYourScreen.com, a fax to +49 (0)621-7001-9989, or a letter to BeamYourScreen GmbH, R 3, 4- 5, 68161 Mannheim, Germany.
10.3. Revocation consequences: in the event of valid revocation, each party shall refund the services received and release any drawn benefits (e.g. interest) if applicable. The Customer is not obliged to compensate for any deterioration in value or for deterioration caused by the intended use of the object. Payment reimbursement obligations must be fulfilled within thirty (30) days. For the Customer, this period begins when his revocation request is sent; for BeamYourScreen, it begins upon the receipt thereof.
End of instruction on right of revocation.
11. Customer Obligations and Contractual Penalties
11.1. In the event of infringement of use or the surrender of the agreements detailed in items 4.4, 5.2, 5.3 and 5.4, the Customer is obliged to pay BeamYourScreen a contractual penalty sum of EUR 35,000.
11.2. The Customer must observe legal regulations when using BeamYourScreen software and refrain from sending unlawful content in particular.
11.3. The Customer is obliged to perform the installation indicated in the documentation immediately and to perform a functional check upon receipt of the client software.
11.4. The Customer must provide the hardware and software environments indicated in the technical specifications as well as ensure that the Participant is also equipped with the sufficient conditions.
11.5. To use the service, the Customer must adequately secure all data in due time and at his own accord and expense.
11.6. The Customer is obliged to treat the server resources with care and to log out correctly when ending a session or in the case of long intermissions between data transmission.
11.7. The Customer is obliged to install all available BeamYourScreen client software updates and upgrades provided by BeamYourScreen.
11.8. The Customer must inform BeamYourScreen of any changes in address or other data connected to the contract (e.g. payment data) in due time.
11.9. The Customer indemnifies BeamYourScreen from all third-party claims arising from software use that is not in accordance with the contract.
11.10. The Customer must delete all BeamYourScreen software entirely from his or her computers, servers, and storage media upon contract expiration and submit a cancellation deed upon request.
12. Fees and Payment Terms
12.1. Prices stipulated for consumers include sales tax; prices stipulated for employers do not. Any other arising tolls or other public charges are not included in the stipulated prices for employers and must be paid by them.
12.2. Invoices from BeamYourScreen must be settled within fourteen (14) days of receipt. BeamYourScreen reserves the right to send invoices uniquely in electronic form accompanied by a certified electronic signature.
13. Overdue Customer Payment
13.1. Should the Customer be late for an invoice payment or should a credit-card or a direct-debit charge fails for reasons for which the Customer is solely responsible (e.g. insufficient funds, incorrect data), BeamYourScreen reserves the right to charge punitive damages for processing costs up to an amount of EUR 15. Provision of proof for higher or lower costs shall remain permissible for both sides.
13.2. Should the Customer be over three (3) months overdue in settling an invoice for a contractual period or for an important part thereof, BeamYourScreen reserves the right to retain its services unpaid up to that point and to terminate the contract without prior notice after a warning has been issued.
14. Limitation of BeamYourScreen Claims
Contrary to section 195 of the German Civil Code (BGB), BeamYourScreen’s claims to payment expire after five (5) years have elapsed. Section 199 of the German Civil Code (BGB) is applicable from the start of the expiration period.
15. Offset
The Customer is only entitled to offset rights if his or her claims have been recognized by declaratory judgment as being undisputed or recognized by BeamYourScreen.
16. Reference Listing
BeamYourScreen shall be granted the right to identify the Customer as a reference customer for the purpose of advertising BeamYourScreen software by providing its name, company name, brand or company logo as well as its URL (e.g. identification on its website and on printed advertising material). The Customer may revoke his or her consent by providing written notification.
17. Infringement when using BeamYourScreen
In the event of strong suspicion that infringements are being made on Customer access data to BeamYourScreen server software, BeamYourScreen reserves the right to suspend its functionality. The Customer shall immediately be informed thereof.
18. Data Protection
Both BeamYourScreen and the Customer are obligated to adhere to data privacy regulations. Customer data shall only be used pursuant to the Privacy Policy for the purpose of contract fulfillment, customer information, and market analysis purposes and shall be treated as confidential. They shall only be potentially passed on to third parties within this framework, who shall also be bound to confidentiality by BeamYourScreen.
19. Agents
BeamYourScreen is authorized to employ third parties in order to fulfill its contractual obligations.
20. Written Form
Legally binding declarations or notifications that the Customer must submit to BeamYourScreen or a third party must be done so in writing; this shall not apply to cases of § 312 f BGB.
21. Force Majeure
None of the parties are obligated to fulfill contractual obligations in the event of and for the duration of force majeure. The following circumstances shall be particularly considered as force majeure: technical Internet problems that a party cannot control, explosion/fire/flooding beyond the party’s reasonable control, war, mutiny, blockade, embargo, or a labor dispute lasting for more than six (6) weeks and which is not caused by the party. Each contracting party must immediately inform the other of such an occurrence in the event of force majeure in written form.