Terms and conditions

1. Scope

These General Terms and Conditions of Trade (hereinafter referred to as “GTC”) of XIONI AG, Schaanerstrasse 25, FL-9487 Bendern (hereinafter referred to as “XIONI”), shall apply exclusively. Supplementary or deviating terms and conditions of the customer do not apply unless XIONI has expressly agreed to their validity in writing. These GTC shall also apply if XIONI executes the delivery to the customer without reservation and/or performs the service to the customer without reservation in the knowledge that the customer’s terms and conditions contradict or deviate from these GTC.

Translations, if applicable and provided by XIONI, into other languages of GTC are only intended to make it easier for the customer to understand (“reading version”). This also applies to any landing pages provided by XIONI in languages other than English on its website.

2. Service Description, Object of the Contract, Conclusion of the Contract

All offers made by XIONI shall only apply towards business enterprises, public law entities or an entrepreneur within the meaning of Personen- und Gesellschaftsrecht (PGR) of the Principality of Liechtenstein hereinafter referred to as “Customer”. Consumers are excluded from XIONI’s offers.

2.1. X-Config CIM Software as a Service (rental)

XIONI is the producer of the cloud-based software “X-Config CIM Software” (hereinafter referred to as “X-Config CIM Software”).

X-Config CIM Software is activated by the installation of a plug-in within the Customer’ s Online-Shop and a given valid license code provided by XIONI after the plug-In purchase manually through mail or automatic procedure.

XIONI provides the customer on its internet site with information pursuant to different available editions of X-Config CIM Software for the running of a product configurator/product designer of its own within the environment of a centralized Customer’ s Online-Shop.

In order to be able to use X-Config CIM Software the system requirements published by XIONI Link must be fulfilled at that of the customer. Otherwise it shall not be possible to use the software in an error-free manner. Depending on which shop Environment the functionality of X-Config CIM Software shall be deployed it is prior necessary to download a Plugin (extension). The Plug-In can be downloaded at Marketplaces driven by external Shop Producer connected by XIONI.

XIONI will provide a list of already available plug-in’s on demand. The right to provide a plug-in for a certain shop software, which is not yet connected by means of plugin, or the right for the latest version of the underlying shop software to provide a plug-in is excluded. XIONI reserves the right to support only the versions of the shop software, which considers stable and sustainable.

The Customer has no right to request the provision of a specific plug-in.

XIONI provides the X-Config CIM Software with the system requirements and functionalities as described, in a service description and in these GTC when the contract with the customer is concluded and the necessary plug-In is installed and operative. Apart from that, the Customer has no claim to a certain design or equipment of the X-Config CIM Software. Properties of the X-Config CIM Software are only guaranteed if XIONI has expressly designated them in text form as guaranteed characteristics for the Customer.

XIONI reserves for itself the rights of ownership and of copyright to illustrations, drawings, calculations and any other documents. This also applies to written documents that XIONI describes as “confidential”. Such documents may only be passed on to third parties with the explicit written consent of XIONI.

Guarantees require the explicit confirmation by XIONI in text form.

XIONI shall be entitled to offer X-Config CIM Software as a proprietary software (Software as a Service). Additionally, XIONI offers software extensions for the X-Config CIM Software. The conditions regulated in these General Terms and Conditions shall apply in each case.

The software remains in all cases the property of XIONI and the rights of use are only agreed as a simple right of use for the duration of the agreed contract period. In the case of free test installations or demonstration versions XIONI shall only be liable for willful intent and gross negligence. Technical safety devices may not be circumvented.

2.1.2. Proprietary Software

XIONI offers X-Config CIM Software in a variety of proprietary editions for rent that are provided in exchange for a yearly fee. The details provided on the Internet site of XIONI pursuant to these editions do not constitute a binding contractual offer.

The minimum rental contract period is twelve months, unless a longer minimum period is stated by XIONI. The rental contract shall be automatically renewed for a further year, unless the contract is terminated at least three months before the end of the term. Rent already paid for the current month(s) will not be refunded.

The right to extraordinary termination for good cause remains unaffected. An important reason exists for XIONI in particular if the Customer culpably and seriously violates the terms of use or property rights of the right holder valid for the software extension and agreed with the Customer.

In the event of termination, the Customer is obliged to completely uninstall the software extension and to delete it, including the documentation and all copies, or to return it to XIONI. On request of XIONI the Customer confirms the complete deinstallation and deletion in text form.

The customer is granted the opportunity, with the aid of a contractual form, of requesting an open offer for the signing of a contract pursuant to the proprietary X-Config CIM Software from XIONI free of charge and without commitment. The Customer subsequently receives a written open offer regarding the requested edition of X-Config CIM Software.

If the inquiry is to be qualified as an offer according to ABGB, XIONI may accept the offer within two weeks.

XIONI only offers individual software extensions for the X-Config CIM Software as proprietary software. These are part of an edition or are offered separately on demand.

2.1.2.1. Service Description

The respective service descriptions for the proprietary editions offered by XIONI may be viewed on the Internet page link.

Regarding the proprietary editions XIONI offers support in accordance with the stipulations quoted under Section 2.6.4. XIONI furthermore offers software extensions for the proprietary editions om demand. An overview is visible on http://store.XIONI.com/en/XIONI/. All software provided by XIONI is protected by copyright.

2.1.2.2. Conditions of Usage

The rights shall be granted for each contract solely for usage on one web server for one online shop. The use for another online shop always requires a further contract and the renewed granting of rights of use by XIONI.

The software extensions referred to under Section 2.1.2.1 may, in the version deployed by the customer, only be used totally or partially for company-related purposes in connection with the customer’s business activities. Any use in affiliated companies and companies in which the Customer is involved is not permitted in text form without the separate consent of XIONI. The usage of the software extensions is restricted to the customer’s main domain via which the majority of the customer’s business activities are conducted.

The customer shall be permitted to make copies of the software extensions referred to under 2.1.2.1 inasmuch as the respective copying should be necessary with regard to the usage. The cases of necessary copying include in particular the installation of the software extensions onto the bulk memory of the hardware deployed and the loading of the software into the working memory. Furthermore the customer may make a copy for back-up purposes. However, only one single backup copy may be made and kept, which must be marked as such.

The customer shall be obligated to prevent unauthorized access by third parties to those software extensions referred to under Section 2.1.2.1 or to the documentation by taking appropriate precautions. The original files and the back-up copies are to be kept in a place that is secured against unauthorized access by third parties. The attention of the customer’s employees is to be emphatically drawn to the need for adherence to these contractual conditions and to the stipulations of the Copyright Act.

Further reproductions, including the output of the program code to a printer, may not be made by the Customer.

The Customer’s statutory rights under Sections 48 Urheberrechtsgesetz (URG) remain unaffected.

2.1.2.3. Conditions of Usage

Proprietary software may contain open source software of third parties (hereinafter referred to as “OSS”). Notwithstanding Subclause 2.1.2.2, the Customer shall only receive the rights of use to this OSS which result from the license conditions applicable to the OSS. At the Customer’s request XIONI will inform the Customer which OSS is included in the X-Config CIM Software or software extensions under which license conditions, if this is not already taken over from its document provided with the software to the Customer.

2.2. Patches and Updates

2.2.1.

Patches are amendments to software with the aim of resolving a specific problem. Updates are changes to software that extend its functionality. Updates usually include patches.

2.2.2.

XIONI shall make patches and updates available to the Customer but shall not undertake the installation of patches or updates nor offer any support or consulting services. Such services may be procured from XIONI by way of separate agreements. XIONI shall then provide patches for the Customer once they are ready for use and have been tested on site. The Customer has no right to demand that patches and/or updates are made available on specific dates or within specific periods of

2.2.3.

XIONI will make every effort to provide patches to correct serious software bugs. However, specific response or recovery times are not guaranteed. 

The Customer recognizes that patches and updates may only be tested by XIONI for standard installations. In particular, no tests may be performed for side effects that are caused by amendments to software extensions or the manual alteration of configuration files undertaken by way of circumventing those mechanisms provided by the software. The assurance that a particular patch or a particular update shall not affect the software’s way of functioning under any circumstances is explicitly not given.

The Customer’s claims arising from statutory liability for defects or guarantees remain unaffected.

2.2.4.

XIONI shall make patches and/or updates available to the customer by storing them on a server that may be accessed via the internet. The Customer will inform himself about existing patches and/or updates.

2.2.5.

With the installation of patches and/or updates, the Customer receives the same rights of use as for the X-Config CIM Software or software extension for which the patch or update has been installed.

2.3. XIONI Customer Account

With the installation of patches and/or updates, the Customer receives the same rights of use as for the X-Config CIM Software or software extension for which the patch or update has been installed.

2.3.1.

The customer, by way of the XIONI Account, shall be given the opportunity of managing all software extensions in connection with X-Config CIM Software and its customer data (managing of orders, amendments to addresses and methods of payment, checking the balance of its account, invoice downloads etc.) and of availing itself of support services offered by XIONI with the creation of a XIONI account or the installation of a plug-in in order to use the X-Config CIM Software the customer declares its consent to these GTC.

2.3.2.

The use of the XIONI account requires the registration of the Customer. XIONI can refuse the registration of a Customer without giving reasons. Upon registration, the Customer assures that he is a public law entity or an entrepreneur within the meaning of Personen- und Gesellschaftsrecht (PGR) of the Principality of Liechtenstein.
The Customer undertakes to provide the information required for registration completely and truthfully. Registration in the name of third parties is not permitted. XIONI is entitled to refuse the Customer the use of the XIONI account or to exclude the Customer from the use if the information is incomplete or untruthful, this is the responsibility of the Customer and the Customer does not update the information immediately upon request by XIONI.

2.3.3.

The Customer receives password-protected access to the XIONI Account via the internet. The password is assigned by the Customer and must be individual, sufficiently long (at least eight characters) and complex (capital letters, lower case letters, digits, special characters). The Customer is obliged to keep his access data secret. He must protect them from misuse by third parties. In case of actual or suspected loss or misuse of the access data, the Customer must immediately inform XIONI. XIONI is then entitled to block access until the risk of misuse has been eliminated. If the Customer is responsible for the misuse of the XIONI account, he is liable for all consequences resulting from the misuse.

2.4. Training and Support Services

2.4.1.

The regulations under Section 2.6 shall apply to any service contracts agreed separately with the Customer for training and certification, consulting and services (hereinafter “service contracts”). Those employees concerned with the implementation of the services shall be chosen by XIONI. The Customer shall have no claim to having the services performed by particular employees.

XIONI shall determine the nature and manner in which the service is performed If results of the service provision are to be issued to the Customer, only the results issued shall be binding.

2.4.2.

XIONI shall make online training courses, documentation, online manuals and self-compiled tutorials available to the Customer in a compendium of knowledge chargeable or free of charge. There is no entitlement to provision. XIONI can reduce the scope of the compendium of knowledge or completely discontinue it at any time.

2.4.3.

XIONI can make a forum available to the Customer free of charge in which he or she shall be able to exchange opinions with other customers. A prerequisite for the active usage of this forum is a XIONI account in accordance with Section 2.3. There is no entitlement to provision. XIONI can reduce the scope of the forum or discontinue it fully at any time.

The Customer is responsible for the content it posts on the forum. For XIONI, the content posted by the Customer on the forum is third-party content which XIONI does not make its own. As a technical service provider which only provides the forum for its customers, XIONI is not responsible for this third-party content.

If XIONI becomes aware of clear legal infringements in the forum, XIONI shall delete these posts or otherwise restrict access. The Customer shall indemnify XIONI against all third-party claims asserted against XIONI on account of the content posted by the Customer in the forum. This also includes covering all reasonable and usual legal expenses incurred by XIONI when defending itself against claims from third parties.

2.4.4.

The services upon which the service contracts offered by XIONI are based can be viewed here.

The term of a service contract is one year and shall be automatically renewed for a further year, unless the contract is terminated at least three months before the end of the term. Payments already paid for the current month(s) will not be refunded.

XIONI shall provide services for the maintenance contract only for the current software generation and for XIONI versions that are at most two versions behind (including both minor and major updates). The Customer must therefore keep the X-Config CIM Software and any software extensions up to date, and in particular install any provided updates and upgrades and/or purchase new software generations to the extent that their acquisition is not governed by the maintenance contract. Failing this, the Customer cannot utilize the services of the maintenance contract until the software is updated.

Should the service not be performed in a manner conforming to the contract and should XIONI bear the responsibility for this, XIONI shall be obligated to perform the service in a manner conforming to the contract within a reasonable period of time without any extra costs for the Customer. A precondition for this is a complaint on the part of the Customer that is to be lodged immediately and no later than within 2 weeks of learning of the defect. Other rights of the Customer shall remain unaffected.

If a service contract is terminated, XIONI shall be eligible for payment for the services performed up until the time when the termination becomes effective.

The right to extraordinary termination for good cause shall remain unaffected.

2.4.5.

XIONI shall offer the Customer on-site and online training sessions on handling the X-Config CIM Software or software extensions. The following regulations apply to on-site training sessions.

Registrations for on-site training sessions can be made by phone, in writing or online. The registration shall be binding at the latest when confirmed by XIONI. The places available shall be allocated according to the order in which the registrations are received.

The training content and applicable training fees described on the XIONI website at the time of registration for the on-site training session concerned shall apply. The merely temporary attendance at a training session shall not justify a reduction of the on-site training fees.

Should the Customer cancel its registration up to ten days before the on-site training begins, XIONI shall refund the training fees in full. Otherwise, XIONI shall refund 50% of the training fees. It is possible for the Customer to name a stand-in participant.

XIONI reserves the right to cancel training without giving reasons up to ten days before the start of on-site training. After this period, cancellations are only possible for good cause, particularly in the event of trainer illness. In the event of cancellation, any training fees that have already been paid shall be refunded in full. Other claims by the Customer shall not exist. XIONI may postpone or delay on-site training sessions up to one month before they begin. XIONI shall inform the Customer of this without delay. The Customer’s registration shall remain valid, unless the Customer informs XIONI within two weeks that it no longer wants to attend the on-site training sessions due to the postponement or delay. In this case, XIONI shall refund the training price. Other claims by the Customer shall not exist.

XIONI reserves for itself all rights to the training documents. In particular, the reproduction, distribution or provision of public access to the training documents are not permitted without written consent from XIONI.

The precondition for the successful participation in the respective training session and – inasmuch as the training booked include this – the issuing of a certificate, are the conditions cited in the respective description of the training session.

2.4.6.

In addition to on-site training, XIONI also offers its Customers online training courses and online certification. The online training courses also cover the use of X-Config CIM Software and possible software enhancements. The online training courses are offered via a common e-learning platform. Registration takes place online, E-learning’s platform terms of use must be accepted.

In addition, XIONI offers its Customers the opportunity to obtain online certification. The registration for this takes place online and is binding upon receiving confirmation from XIONI.

The necessary knowledge and skills listed on the online training page are a prerequisite for certification as well as the prices listed there.

Online certification can be cancelled up to 30 days after registration, provided the Customer has not yet started the certification process. In this case XIONI will refund the full price of the certification.

XIONI reserves all rights to the training documents of the online training courses as well as to the documents and test questions of the online certifications. Reproduction, distribution or the provision of public access are not permitted without written consent from XIONI

3. Remuneration and Terms of Payment

Prices are valid for one year from the calendar date of the offer. Remuneration is generally net prices plus statutory value added tax. XIONI can invoice yearly, for services to be rendered permanently in advance at the beginning of each calendar month.

All invoices are due immediately upon receipt and must be paid within one week at the latest without deduction. Discount is not granted. In the event of default by the Customer, the statutory default interest shall be due. Payments by the Customer have only been made when XIONI can dispose of the payment amount without reservation.

Payment on a time and material basis shall be charged at the prices of the XIONI generally valid at the time the contract is concluded after the services have been rendered. Invoicing on a time and material basis is based on the submission of suitable activity reports. The customer may object to the provisions made there in text form within two weeks. After the expiry of these two weeks without objection by the Customer, the activity records shall be deemed accepted.

Travel times, travel costs and accommodation expenses are calculated depending on the location of the XIONI. Travel times and costs arise between the location of the XIONI and the respective place of use of the Customer or between different places of use of the Customer.

Unless otherwise agreed, travel times, travel expenses, ancillary costs and other expenses shall be reimbursed in the actual amount incurred, at least in accordance with the flat-rate tax rates. Travel time is considered working time.

A remuneration agreed in the contract on a time and material basis is the remuneration for the time required for the contractual services. The cost of materials shall be remunerated separately. Waiting times and standby times for which the Customer is responsible (e.g. on site at the Customer’s premises as expressly requested by the Customer) shall be remunerated in the same way as working hours.

The Customer shall only be entitled to set-off if the counterclaims are legally established, accepted by XIONI or undisputed; this shall not apply if the Customer’s claims for defects under the same contract are concerned. The Customer shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship. If a remuneration determining factor deviates not only insignificantly from the Contract during the execution of the Contract, the Remuneration shall be adjusted accordingly.

4. Deadlines for Performance, Term

Dates agreed with the Customer shall only be binding if XIONI has expressly confirmed them as binding in writing. Fixed dates are only those dates which have been expressly confirmed to the Customer in text form as fixed dates.

As far as reasonable for the Customer, XIONI is entitled to partial performance.

If a cause for which XIONI is not responsible, including strikes, lock-outs and forces of nature such as earthquakes, floods, fires, storms or delays (hereinafter referred to as “disruption”), the dates shall be postponed by the duration of the disruption, if necessary including an appropriate restart phase. XIONI shall inform the Customer immediately of any disruption and its probable duration.

If the expenditure increases due to a fault, XIONI can also demand compensation for the additional expenditure, unless the Customer is also not responsible for the fault.

If the Customer can withdraw from the contract due to improper performance by XIONI and/or claim damages instead of performance or assert such claims, the Customer shall, at the request of XIONI, declare in writing within a reasonable set period of time whether he asserts these rights or wishes to continue to provide the service. In the event of withdrawal, the Customer shall reimburse XIONI the value of previously existing usage options; the same shall apply to deterioration due to intended use.

If a contract is concluded for an indefinite period, it can be terminated at the end of a calendar year with three months’ notice. This termination is possible for the first time at the end of the first full calendar year following the year of conclusion of the contract. Termination is excluded during an agreed minimum term.

The right to extraordinary termination for good cause remains unaffected. Notices of termination are only effective in writing.

5. Cooperation Duties on the Part of the Customer

The Customer shall provide assistance and supplies as an ancillary contractual service.

The Customer shall support XIONI and create all necessary, reasonable and possible conditions for the provision of services by XIONI in accordance with the terms of the contract.

For this purpose, the Customer shall in particular provide all necessary information without being asked, e.g. access data to servers, providers, Internet shops, administration areas. The Customer shall also ensure that expert personnel are available to support the XIONI. The customer is responsible for the proper and at least daily data backup, in particular before installation of the X-Config CIM Software, software extensions as well as patches and updates.

The Customer shall report malfunctions, including defects, in comprehensible and detailed form in text form, stating all information relevant for the detection and analysis of the malfunction. In particular, the work steps that led to the occurrence of the fault, the frequency of occurrence and the effects of the fault must be specified.

The Customer must follow the instructions given by XIONI when describing, limiting, detecting and reporting errors.

System requirements

  • PHP 7.X
  • MySQL 5.7
  • 500 MB Webserver

During the execution of the support services, the Customer is personally present or delegates competent employees who are authorized to judge and decide on errors, functional enhancements, function reductions as well as changes of the X-Config CIM Software structure. If necessary, other work on the system environment must be stopped during the work.

The Customer shall name a responsible contact person. The latter may make binding decisions for the Customer or bring about such decisions without delay and is entitled to make legally binding declarations in connection with the contracts concluded by the parties. The contact person is available to XIONI for necessary information.

Unless otherwise agreed, the Customer shall additionally store all documents, information and data handed over by XIONI and required for the provision of services by XIONI in such a way that these can be reconstructed in the event of damage or loss of data carriers.

The Customer undertakes to take appropriate technical and organizational measures to ensure that the intended, legal and contractual use of X-Config CIM Software and software extensions is ensured.

XIONI can demand additional reimbursement of your expenses if

a) XIONI acts on the basis of a report without any malfunction or defect, unless the Customer is not responsible for the unfounded report, or

b) additional expenses are incurred due to non-contractual fulfilment of the Customer’s obligations and the Customer is responsible for this.

The Customer shall ensure that the contact person designated by him provides XIONI with all documents, information and data necessary for the provision of the service in a complete, correct, timely and free of charge, unless owed by XIONI. Beyond that the Customer provides for their update. XIONI may assume the completeness and correctness of these documents, information and data, unless these are obviously recognizably incomplete or incorrect for XIONI.

The Customer shall carefully store the software plug-in (extension) and all associated access data and take all measures necessary and reasonable in accordance with the current state of the art to prevent misuse. In particular, the Customer shall ensure that any unauthorized access to administration access is excluded.

The Customer is not permitted to change or remove any copyright notices, proprietary notices or other XIONI characteristics without authorization.

The Customer undertakes to refrain from all measures which endanger or disrupt the functioning of the software and not to access data which he is not entitled to access. Furthermore, he must ensure that his information and data transmitted via the software are not infected with viruses, worms or Trojans.

The Customer undertakes to compensate XIONI for all damages resulting from the non-observance of these obligations and, in addition, to indemnify XIONI from all claims of third parties, including attorneys’ and court costs, which they assert against XIONI due to the non-observance of these obligations by the User. This does not apply if the Customer is not responsible for the breach of duty.

6. Rights

6.1. Assignment

The Customer may assign rights from the contract to third parties only with the consent of XIONI. XIONI will only refuse the consent for good cause.

XIONI is entitled to transfer the contracts concluded with the Customer in whole or in part or only because of individual rights from these contracts to third parties. If the third party is a company affiliated with XIONI the transfer is also effective without the consent of the Customer. Otherwise XIONI will inform the Customer in good time about the intended transfer. If the Customer objects to the transfer, it does not become effective. In this case XIONI is entitled to terminate the affected contract for good cause at the time of the intended transfer.

XIONI is further entitled to subcontract all services to the Customer. The contract between the Customer and XIONI remains unaffected by this.

6.2. Provision

The provision of the server hardware is the responsibility of XIONI. A possibility of the customer to take physical access to the servers in the data center of XIONI or the commissioned third party does not exist. The management of the software is the responsibility of XIONI.

6.3. Server Configuration

XIONI is entitled to make changes to the server configuration if these are required from a technical or legal point of view or are otherwise required due to technical progress. However, the contractual scope of services is not limited by such a change. XIONI will inform the customer in due time of pending relevant changes.

7. Reservation of Proprietary Rights

XIONI retains the use rights of delivered goods until full payment of the owed remuneration and fulfilment of all claims from the business relationship with the Customer.

The Customer shall inform XIONI immediately in text form if third parties assert rights to the use rights under retention of title, e.g. in the event of seizure or insolvency of the Customer. The Customer shall immediately inform the third party of the retention of title in favour of XIONI.

8. Economic Incapacity

In the event of the Customer being economically unable to fulfill their obligations towards XIONI, XIONI may terminate with immediate effect existing exchange agreements with the customer by way of withdrawal and long-term commitments by way of cancellation, even if the Customer should file an insolvency application. The Customer shall provide XIONI with notice within a reasonable time of any threatening inability to pay in writing.

9. Warranty

In the event of the Customer being economically unable to fulfill their obligations towards XIONI, XIONI may terminate with immediate effect existing exchange agreements with the customer by way of withdrawal and long-term commitments by way of cancellation, even if the Customer should file an insolvency application. The Customer shall provide XIONI with notice within a reasonable time of any threatening inability to pay in writing.

9.1.

XIONI guarantees the customer an availability of 99.5% as an annual average. XIONI, however, has been reluctant to use up to 1% of its availability for maintenance on a monthly basis, without any reduction in availability. Such maintenance will be announced to the customer in advance if possible and performed between 0:00 and 7:00 at night.

9.2.

Relevant for the availability is the router that connects the data center used by XIONI or commissioned third parties to the Internet (transfer point). The provision of availability excludes both disturbances within the Internet and such downtimes, the cause of which is beyond the control of XIONI (e.g. force majeure).

9.3.

Otherwise, the statutory provisions apply. For the liability for damages due to defects, the limitation of liability according to §10 applies in addition.

10. Liability

10.1.

XIONI is liable for damages from injury to life, body or health as well as in case of intent and gross negligence without limitation. In case of simple negligence, liability is limited to the violation of so-called “essential contractual obligations”; these are all obligations, the performance of which is essential to enable the Customer to make use of the services owed by XIONI and on whose compliance the Customer regularly relies or may rely. However, liability in the event of a breach of an essential contractual obligation is limited to the foreseeable, contract-typical damage.

XIONI is only liable for the loss of data in accordance with the above paragraphs if such a loss would not have been avoided by the data backup measures to be taken but not taken by the Customer. The liability does not extend to impairments of the contractual use of the services provided by XIONI which have been caused by an improper or faulty claim by the Customer without the cooperation of XIONI.

10.2.

The above limitations of liability shall also apply mutatis mutandis in favour of XIONI’s vicarious agents and organs.

11. Protected Third Party Rights

XIONI exempts the Customer from claims of third parties arising from the infringement of industrial property rights (in particular trademarks, designs, patents, copyrights) through X-Config CIM Software or software extensions purchased from XIONI.

The Customer shall not make any statements to the third party regarding the infringement of industrial property rights without express consent in text form, in particular shall not acknowledge any rights or facts and shall otherwise assume liability.

XIONI is entitled to either (a) modify the X-Config CIM Software or software extension at its own expense in such a way that the infringement of property rights no longer applies, or (b) acquire the necessary rights from the third party for passing on to the Customer. If the infringement of industrial property rights can be remedied by installing a patch or update, the customer is obliged to do so, unless this is not possible or reasonable for the Customer because the new version differs significantly from the previous version or considerable effort is incurred by the Customer due to installation/commissioning. 

The Customer shall inform XIONI immediately in text form if he is informed of the infringement of property rights by the X-Config CIM Software or a software extension.

12. IT Security, Disruptions & Violations

12.1.

The Customer shall be responsible for measures pursuant to IT-security.

12.2.

Customer understands that XIONI will not monitor the X-Config CIM Software (Part) Server usage by Customer, in particular the Content published by Customer. Neither will XIONI check whether third party rights are affected within the X-Config CIM software. In this respect, the customer exempts XIONI from all claims that third parties have against XIONI due to a violation of the contract by X-Config CIM software (part) server use by the customer or a domain operated by him; the costs incurred for the legal process will be compensated by the customer XIONI to an appropriate extent.

12.3.

In the event of an obvious or proven infringement, XIONI shall be entitled to exclude the customer from the infringing (partial) use of the server (blocking) or to block the infringing party, if necessary also to report it to the registration office. If the infringement is not obvious or proven, XIONI will prompt the customer for immediate response. If this statement is not issued or cannot invalidate the alleged infringement, XIONI is entitled to the same rights as in the case of a manifest or proven infringement.

12.4.

The customer will not publish content that is not family safe. The sending of advertising messages without the prior express consent of the respective recipient (“spam”) is prohibited. In the event of a violation, XIONI is entitled to block.

12.5.

The customer should avoid overloading XIONI servers. Should the (partial) server used by the customer impair or jeopardize the functionality, security or availability of the infrastructure of XIONI servers, XIONI may also block the service for the duration of the impairment or endangerment.

12.6.

If possible, XIONI will threaten a blocking beforehand, otherwise inform it promptly about the blocking. Should the customer remedy the situation, XIONI will refrain from blocking or cancel it. The statutory rights of XIONI, in particular in the event that the blocking is based on a breach of contract by the customer, remain reserved

13. Export control, cross-border deliveries

The Customer shall observe upon their own responsibility those import and export regulations applicable to the deliveries or services, in particular those of the USA.

In the case of cross-border deliveries or services the Customer shall bear any customs dues, fees, taxes or other charges incurred. The Customer shall handle statutory or governmental procedures in connection with cross-border deliveries or services on their own responsibility.

14. Data Protection

14.1.

XIONI complies with the legal regulations on data protection. XIONI collects, processes and uses the personal data of the customer only for the execution of the contract. These are personal data that the customer informs XIONI of when ordering, via the Customer Center or otherwise in the context of contract execution (in particular: names, addresses and e-mail addresses).

14.2.

14.1.

In addition to the collection, processing and use XIONI is entitled to pass on the personal data of the customer to third parties, as far as this is necessary for the execution of the contract (for example, to the bank for payment).

14.3.

The customer can ask XIONI at any time for information, correction, deletion or blocking of his personal data. However, a deletion cannot take place, as far as and as long as the personal data of the customer for the execution of the contract are still necessary or contrary to legal storage requirements; as far as possible, however, the data is blocked until it is deleted.

14.4.

After full completion of the contract and as far as statutory storage obligations no longer conflict, XIONI will also delete the personal data of the customer. In addition, a use of the personal data of the customer only takes place, as far as it has expressly consented to the corresponding use.

15. Choice of Law

All legal relationships arising from this contractual relationship shall be governed by the law of the Principality of Liechtenstein to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of law’s provisions; Art. 3 para. 3, para. 4 Rome I Regulation shall remain unaffected.

16. Court of Jurisdiction

The exclusive place of jurisdiction for all legal disputes arising from this contractual relationship and within the framework of the execution of this contractual relationship is the place of business of XIONI the Landgericht of Vaduz (Principality of Liechtenstein).

17. Right of Modification

For new contracts, the current General Terms and Conditions shall apply in each case.

XIONI reserves the right to change these terms and conditions for current contracts. Such changes become effective if the customer does not object to the change within one month after receipt of a change notice in text form and XIONI has informed the customer in the change notice of the right of objection and the period applicable thereto. If the customer objects to the amendment in text form, the previous GTC shall continue to apply. In this case, the provider is entitled to terminate the affected contract within two weeks after receipt of the objection for good cause. Excluded from this reservation of modification are such changes which refer to essential contractual obligations of one of the parties.

18. Written Form, Storage of Customer Data, Partial Invalidity

All orders and orders require the written (order) confirmation by XIONI.

Oral subsidiary agreements have not been made. Amendments or changes must be made in writing. This also applies to the cancellation of the written form.

The invalidity of individual provisions shall not affect the validity of the remaining provisions. In this case the contracting parties will make a new effective provision which comes closest to the ineffective provision in economic terms. This applies accordingly in the event of a gap in the contract not foreseen by the contracting parties.