Terms and Conditions

Terms and Conditions, License and Terms of Use

General Terms and Conditions of Business, Licensing and Use of STiNO GmbH

Our terms and conditions aim to regulate the business relationship between you and STiNO GmbH in a binding and fair manner for all parties. Therefore, the basis of any order and contract for services, content, or products is always the following General Terms and Conditions of STiNO GmbH, which you acknowledge and accept by registering (even when using free services) or placing an order. You can view the terms and conditions here and download and print them directly from here if needed.

General regulations

1. Scope, amendments, commencement of contract

These General Terms and Conditions (GTC) of STiNO GmbH (hereinafter STiNO) apply to all services and products of STiNO GmbH. The provisions for the individual services also apply if several services are provided together within the framework of a contractual relationship.
STiNO provides all services and delivers products exclusively on the basis of these Terms and Conditions. This applies in particular even if the customer uses general terms and conditions that contain conflicting or deviating provisions. These Terms and Conditions also apply if STiNO executes the order without reservation, even with knowledge of conflicting or deviating terms and conditions of the customer.
STiNO may amend these Terms and Conditions with reasonable notice. If the customer does not object to the amendment within a period set by STiNO, the amendment shall be deemed accepted. STiNO will inform the customer in the amendment notice that the amendment will become effective if the customer does not object within the specified period.
STiNO may disclose the full text of the terms and conditions by providing a link where the full text can be accessed on the internet.
The conclusion of a contract requires the provision of complete and correct data.
The contract is concluded upon activation of the access identifier, provision of the license keys or delivery of goods by STiNO with regard to the main contractual component.

2. Services of STiNO

The scope of services for each software or service is determined by the description of the software, hardware or service that is current at the time of ordering.
All servers in the data centers commissioned by STiNO are connected to the internet via a complex system architecture. Incoming and outgoing data traffic is routed through routers, load balancers, switches, etc., each of which allows a specific maximum data throughput rate. There is no direct connection between individual servers and internet handover points. For technical reasons, the data traffic capacity for groups of servers is therefore limited at certain points. Increased data traffic to or from individual servers can result in these servers and other technically connected servers not having the maximum possible data throughput rate available at the individual server’s port. In such cases, the data throughput rate is technically distributed among the connected servers. The same applies to websites that share a server. In the event of increased data traffic, the data traffic capacity is distributed among the technically connected websites.
The availability of STiNO servers and data paths up to the handover point to the internet (backbone) is at least 98% on an annual average. STiNO informs the customer that limitations or impairments of the services it provides may occur that are beyond STiNO’s control. These include, in particular, actions of third parties not acting on behalf of STiNO, technical conditions of the internet beyond STiNO’s control, and force majeure. Insofar as such circumstances affect the availability or functionality of the services provided by STiNO, this does not affect the conformity of the services provided by STiNO with the contract.
STiNO and its contracted data centers regularly perform maintenance on their systems to ensure network security, maintain network integrity, service interoperability, and data protection. For this purpose, they may temporarily suspend or restrict their services, taking into account the customer’s interests, to the extent that objective reasons justify this. STiNO will, where possible, perform maintenance during periods of low usage. Should longer temporary service suspensions or restrictions be necessary, STiNO will inform the customer in advance about the nature, extent, and duration of the disruption, provided this is objectively possible under the circumstances and the notification would not delay the resolution of any existing outages.
STiNO may change its services to the extent that this is reasonable for the customer, taking into account the interests of the customer and of STiNO.
Where necessary and reasonable, the customer shall cooperate in the event of a change, e.g. by re-entering access data or making simple adjustments to their systems.
Free services and offerings such as test accounts may be terminated by STiNO at any time without notice and without giving reasons.
Links, references to the portal, or references to sponsors must not be removed from services provided free of charge.

3. Payment terms

Unless otherwise agreed, all prices are ex works Landsberg, excluding freight, insurance, customs duties, agreed installation, foreign taxes, etc., plus the applicable value added tax.
Orders are subject to the price list valid on the day of the order, unless otherwise agreed.
Payment is only accepted via prepayment.
If we have any claims against the customer – regardless of the legal basis – we have a right of retention against the customer until our claims have been paid in full.
Fees for software rental, services, and content are payable in advance for the duration of the contract.
STiNO may change the prices at the beginning of the next contract term with reasonable notice of at least one month. If the customer does not object to the change within a reasonable period set by STiNO, the change is deemed accepted. STiNO will inform the customer in the change notification that the change will take effect if they do not object.

4. Freedom of performance, delivery time, partial delivery, right of withdrawal, transfer of risk upon delivery

Timely and correct self-delivery remains reserved, unless we have assumed a guarantee of performance success, and furthermore, unless we have assumed a procurement risk.
The delivery period specified by us begins upon receipt of payment and is contingent upon receipt of all documents and information to be provided by the customer, as well as the clarification of all details of the order, in particular all technical questions. Partial deliveries are permitted insofar as they are reasonable for the customer.
We are not liable for delivery delays due to force majeure or other circumstances beyond our control, in particular traffic disruptions, operational disruptions beyond our control, strikes, lockouts, raw material shortages, or war, unless we have provided a guarantee regarding the success of the delivery or have assumed a procurement risk. If we are unable to deliver within the agreed delivery period in such cases, the delivery period shall be extended accordingly. If a delivery impediment persists beyond the appropriately extended delivery period, we are entitled to withdraw from the contract.
If we are unable to meet the agreed delivery date, the customer is obligated to declare, upon our request and within a reasonable timeframe, whether they still insist on delivery. If they fail to respond, we are entitled to withdraw from or terminate the contract after a reasonable period has elapsed.
Unless otherwise stated in the order confirmation, delivery is agreed to be “ex works Schwentinental”. Shipping is always at the customer’s risk, even if delivery is from a location other than the place of performance – and even if the shipment is freight prepaid and/or made by the company’s own personnel or vehicles.
If delivery by us has been agreed upon, the customer must provide qualified personnel and any necessary technical equipment (e.g., forklift) in good time to ensure smooth unloading. It is assumed that the vehicle can drive directly to the unloading point and be unloaded immediately. If these conditions are not met, any resulting additional costs will be charged separately.

5. Claims for defects in goods deliveries

Delivered goods must be inspected by the customer immediately, and at the latest within one week of delivery, insofar as this is practicable in the ordinary course of business. If a defect is discovered, we must be notified immediately, and at the latest within one week of delivery. If the customer fails to give notice, the goods are deemed approved, unless the defect was not discoverable upon inspection. If such a defect becomes apparent later, notice must be given immediately upon discovery; otherwise, the goods are also deemed approved with respect to this defect. Sections 377 and 381 of the German Commercial Code (HGB) remain unaffected.
The customer is not relieved of his duty to inspect the goods even in the event of recourse by the entrepreneur under Section 478 of the German Civil Code (BGB). If, in such cases, he does not immediately report the defect claimed by his customer, the goods are deemed approved even with respect to this defect.
In the event of subsequent performance due to defects, we are only obligated to cover the necessary expenses, in particular transport, travel, and labor costs, if the goods were moved to a location other than the customer’s registered office or commercial establishment to which delivery was made. (This clause does not apply in the case of recourse under Section 478 of the German Civil Code (BGB)).
The customer’s warranty claims, including claims for damages, expire one year after delivery of the goods. This does not apply in the case of recourse under Section 478 of the German Civil Code (BGB), nor does it apply in the cases of Sections 438 Paragraph 1 No. 2 and 634a Paragraph 1 No. 2 of the German Civil Code (BGB). This also does not apply to claims for damages due to injury to life, body, or health, or due to gross negligence or willful misconduct on the part of us or our agents.
Return shipping costs are the responsibility of the buyer. Goods sent freight collect will not be accepted. Repair shipments must always include a copy of the invoice or delivery note, as well as a detailed description of the fault.

6. Customer's obligations

STiNO shall only be liable for damages in cases of intent or gross negligence on the part of STiNO or one of its agents. If STiNO or one of its agents breaches a material contractual obligation (cardinal obligation) in a manner that jeopardizes the purpose of the contract, liability shall be limited to the typical damage that STiNO could reasonably have foreseen at the time of conclusion of the contract, unless the breach of duty is intentional or grossly negligent.
This limitation does not apply in the case of injury to life, body and/or health and in the case of liability under the Product Liability Act.
The exclusions and limitations of liability under clause 1 apply not only to contractual claims, but also to other claims, in particular tort claims. They also apply to claims for reimbursement of wasted expenses instead of performance.
We are only liable for assuming a procurement risk if we have expressly assumed the procurement risk in writing.
The above regulations do not entail a reversal of the burden of proof.
Rights in Case of Defects (formerly Warranty)

STiNO warrants that the delivered items will meet the functional and performance characteristics contained in the product description valid at the time of contract conclusion or as specifically agreed upon. Technical data or quality descriptions issued by STiNO do not constitute guarantees unless expressly confirmed as such by STiNO. The customer is advised that, according to the current state of technical development, defects in software cannot be completely ruled out. Software repairs are generally carried out through updates, which can correct errors identified by both the customer and the software manufacturer. The customer must accept reasonable implementation times for the development of these updates.

7. LIMITATION OF LIABILITY

The customer bears sole responsibility and risk for the use of the software and the content and information contained therein.

This includes Stino and its managing directors, executives, and employees. Shareholders, partners, licensors, or agents shall under no circumstances be liable for any incidental, indirect, or consequential damages and consequential or exorbitant claims for damages of any kind (including claims for financial losses, disruption of communications, loss of business information, or other financial losses) arising out of or in connection with any claims, damages, actions, or proceedings arising out of this agreement. This includes, but is not limited to, the use of the software and access to the website. THEIR CONTENT, OR PARTS THEREOF, AND EXTEND TO THE RIGHTS GRANTED TO YOU THEREBY, EVEN IF STINO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IT IS IRRELEVANT WHETHER A CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), COPYRIGHT INFRINGEMENT, OR ANY OTHER CAUSE.

IN SOME COUNTRIES, LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARE NOT PERMITTED. THEREFORE, THE ABOVE LIMITATION OR EXCLUSIONS OF LIABILITY MAY NOT APPLY. THE LIABILITY DISCLAIMER DOES NOT APPLY IN YOUR CASE. WITHIN THESE REGIONAL REGIONS, THE LIABILITY OF STINO AND/OR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, LICENSORS OR AGENTS IS LIMITED TO THE MAXIMUM PROVIDED BY LAW.

8. Data usage

STiNO collects and processes data in accordance with applicable data protection regulations. Further information can be found in the privacy policy.
To the extent necessary for billing purposes, STiNO may store and transmit traffic data and/or billing data.

9. Copyrights, Retention of Title and Rights of Use

STiNO grants customers a limited, non-exclusive right to use the software, programs, or scripts provided. Making the software license available to third parties under a rental model, in accordance with the license terms, is only permitted if it is explicitly designated as a SaaS (Software-as-a-Service) license. Otherwise, granting usage rights to third parties is not permitted. The customer will delete copies of the provided software after termination of the contractual relationship and will not use them further. These provisions do not apply to included third-party software modules; only the respective license terms apply.
If the customer purchases Player Access licenses, these are based on the number of computers on which the software is to be run. The customer may change computers, but must ensure that the software is not installed on more than the agreed number of computers at the same time.
The customer may resell the right of use acquired from STiNO in executable form (object programs, not source programs) to another user if he waives the use of the software and the other party commits to protecting the program by declaration to STiNO and acknowledges the agreed scope of the right of use of the software.
The customer may only modify the software and the associated documentation with the prior written consent of STiNO. However, the customer is entitled to develop modules and integrate them into the software via the specifically provided and documented interfaces. The customer is prohibited from creating derivative works of the software or from reproducing, translating, modifying, or creating derivative works of the documentation, except for their own permissible use.
The customer’s right to use the software remains valid after the sale of the company.

10. Promise of indemnification

You agree to indemnify and hold harmless STiNO and its subsidiaries and/or their directors, officers, employees, shareholders, partners and agents (collectively referred to as the “STiNO Parties”) from and against any and all claims, liabilities, losses, costs and expenses (including attorneys’ fees in the event of litigation) incurred by any STiNO Party in connection with: (i) the use or alleged use of the Website by any third party under your membership name, whether or not authorized by you to do so, (ii) the exchange of information and content posted on the Website on your behalf, (iii) the Customer’s breach of these Terms and Conditions.
STiNO reserves the right, at your expense, to take sole control of any matter in this regard that would otherwise be reimbursable by you, and in this case you agree to cooperate with STiNO’s defense in any such claim.

11. Contract duration, termination of service contracts

Unless otherwise specified in the offer, the contract will automatically renew for the respective minimum contract term/initial contract term unless terminated by either party with six weeks’ notice prior to the end of the current term. If the initial contract term is longer than one year, the renewal periods will each be one year.
Notices of termination must be in writing, whereby transmission by email is sufficient to comply with this requirement.

12. Jurisdiction, applicable law

The laws of the Federal Republic of Germany shall apply. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Augsburg, provided the customer is a merchant, a legal entity under public law, or a special fund under public law. All claims of any kind arising from or in connection with this contract shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). However, we reserve the right to bring legal action at the customer’s place of business.

13. Other

Should any provision of this agreement be or become invalid, the validity of the remaining provisions shall not be affected. In this case, the parties are obligated to replace the invalid provision with a provision that most closely approximates the economic intent of the parties had they been aware of the invalidity.

Confirmation

By signing this agreement, you acknowledge that you have read and understood these Terms and Conditions and agree to be bound by them. By agreement, this constitutes the complete and exclusive agreement between you and Stino, superseding all prior oral or written proposals or agreements, as well as any other communication between you and Stino relating to these Terms and Conditions.