Last update: 21.05.2021
A. General and scope of application, restriction to commercial customers
- These General Terms and Conditions (hereinafter also referred to as "STC") shall apply to all orders placed by commercial customers for products (hereinafter also referred to as "Products") offered in the PwC Store of PwC Solutions GmbH, Friedrich-Ebert-Anlage 35-37, 60327 Frankfurt am Main (hereinafter also referred to as "PwC Solutions" or "we/us"), accessible under the domain store.pwc.de (hereinafter also referred to as "PwC Store").
- Our PwC Store is aimed exclusively at customers who are entrepreneurs as defined by § 14 BGB (German Civil Code). § Our PwC Store is aimed exclusively at customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law and who have successfully registered with the PwC Store in accordance with the provisions of Section B of these STC (hereinafter also referred to as "customers" or "you" or "you"). Use of the platform by consumers within the meaning of Section 13 of the German Civil Code (BGB) is expressly excluded.
- Contracts concluded via the PwC Store are concluded on the basis of these STC. The STC shall also apply to all future business relations with the client, even if they are not expressly agreed again.
- The STC applies exclusively. Any deviating, conflicting or supplementary General Terms and Conditions of Business and Purchase of the client shall not apply, even if PwC Solutions does not separately object to their application in the individual case. This shall apply in particular also if PwC Solutions, being aware of the client's General Terms and Conditions of Business and Purchase, starts to provide the services to the client without reservation.
- Individual agreements made between us and the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these STC. The content of such agreements shall be governed by a written contract or written confirmation by us.
- References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these STC.
- The current version of these STC can be accessed and downloaded from the PwC Store at any time.
B. Registration in the PwC Store, restrictions on use
- Successful registration in the PwC Store is required to place orders. Registration is only possible for clients in accordance with the requirements in section A.2. of these STC. When registering, clients act through their representatives or through the employees/staff members authorized by the client for registration (hereinafter also referred to as "users"). The following information and data are required during registration:
- First and last name of the user
- business email address of the user
- company of the user
- company address
- The user specified as part of the registration process shall be deemed to be authorized to represent the client and shall have the necessary decision-making powers and authority to use the PwC Store. The client is obliged to immediately enter any changes of the user in his client account. Both the user name and the password of the client account must be treated confidentially. The customer is responsible for all activities and actions performed under his log-in. The customer shall notify us immediately if his user name, password or customer account is used in an unauthorized manner or if there is any other breach of security.
- We provide the PwC Store and its functionalities without any promise of specific availability. In particular, necessary maintenance work, compelling security reasons and events outside our control (e.g. disruptions of public communication networks and the Internet, power failures or similar events) may lead to disruptions or temporary outages of the PwC Store. We are entitled at any time to change the PwC Store or to discontinue the provision of the PwC Store in whole or in part. The functionalities of the PwC Store may be individually changed or completely removed by us at any time. In doing so, we will take into account the legitimate interests of our clients. In particular, we reserve the right to make changes to adapt the PwC Store to the state of the art, to make changes to optimize the PwC Store, in particular to improve user-friendliness, and to make changes to content, such as those required to correct errors, to update and complete content, to optimize programming or for licensing reasons.
- We may temporarily restrict or suspend clients' access to the PwC Store at any time if this is necessary with regard to the security or integrity of our servers or to implement mandatory technical measures; in particular, to protect against attacks from the Internet (e.g., in the event of so-called "denial of service" attacks).
- The PwC Store contains content (text, graphics, photographs, software, etc.) that is protected under the relevant statutory provisions. The content may therefore be subject to copyrights, trademark rights, patents or other industrial property rights. We and our respective licensors are exclusively entitled to the rights to this content. The content may only be used in the context of the contractual use of the PwC Store. Furthermore, such content, in particular texts, graphics and photographs, may not be edited, downloaded, reproduced, rented, lent, leased, sold, made publicly available or distributed in any other way without our express consent.
- The presentation of the products in the PwC Store does not constitute a legally binding offer, but a non-binding invitation to place an order (invitatio ad offerendum).
- You can select products in the PwC Store by placing them in a virtual shopping cart by clicking on the corresponding button. If you want to complete the order, go to the shopping cart, where you will be guided through the rest of the ordering process. In the shopping cart you will see the selected products with the essential product details as well as the costs incurred for the order. After selecting the payment method, you can complete your order by pressing the "order" button and thus submit a binding offer to conclude the contract. Immediately after sending the order, you will receive a confirmation of receipt, which, however, does not yet represent an acceptance of your contractual offer. A contract between you and us is only concluded as soon as we accept your order by a separate email (order confirmation).
- You can correct your product selection and your entries at any time during the ordering process, remove selected products again or cancel the ordering process altogether. A binding offer in the sense of C. 2. is only made by subsequently pressing the "order" button.
- The contract terms with details of the ordered products including these terms and conditions will be sent to you by email with acceptance of the contract offer. The contract can be concluded in the following languages: German, English.
D. Price and terms of payment
- All prices stated in the PwC Store are exclusive of the applicable statutory value-added tax.
- The contractually agreed remuneration shall become due upon receipt of the order confirmation by you.
- Payment shall be made optionally using one of the payment methods specified below:
- Invoice: If you choose the payment method invoice, an invoice will be sent to you upon receipt of the order confirmation, which must be paid within the payment period stated in the invoice.
- Offsetting against counterclaims of the customer or the retention of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.
E. Delivery and retention of title
- PwC Solutions shall deliver the Products in accordance with the agreements made with you. Digital publications ("Booklets") will be made available as downloads via the PwC Store after conclusion of the contract. There, the Booklets can be accessed and downloaded at any time.
- In the absence of any other agreement, when software is purchased, the software shall be provided to the client in the version at the time of conclusion of the contract together with the associated application documentation (generally in electronic form in the help function of the software). PwC Solutions shall effect the transfer of the Software by either (i.) providing the Software to the client on a machine-readable data carrier or (ii.) making the Software available for download via the Internet, at PwC Solutions' option.
- If the delivery or provision of the Products is delayed or temporarily impossible due to circumstances that could not have been foreseen by PwC Solutions even by exercising the utmost care that could reasonably be expected (e.g. epidemic, pandemic, fires, explosions, power failures, earthquakes, floods, severe storms, strikes, embargoes, acts of civil or military authorities, war, terrorism (including cyber-terrorism), a network failure for which PwC Solutions is not responsible (hereinafter "Force Majeure"), then performance periods shall be extended by a period corresponding to the duration of the existence of the Force Majeure plus a reasonable start-up period. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediately notifying us in writing. If force majeure makes it considerably more difficult or impossible for us to provide the delivery or service and the hindrance is not only of temporary duration, we shall be entitled to withdraw from the contract.
- The products remain our property until full payment. If you are in default of payment for more than 14 days, we have the right to withdraw from the contract and to reclaim the products or to demand from the customer to destroy any copies that may have been made.
- Deadlines and dates for deliveries and services promised by us are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport. We are entitled to make partial deliveries if
- the partial delivery is usable for the customer within the scope of the contractual intended purpose
- the delivery of the remaining ordered products is ensured and
- the customer does not incur any significant additional expenses or costs as a result (unless we agree to bear these costs).
F. Defects of quality and title, limitation period
- PwC Solutions warrants the agreed quality of the products in accordance with the rules of the law on sales.
- The client assumes an obligation to inspect and give notice of defects with respect to all deliveries and services of PwC Solutions in the performance of the contract, § 377 HGB (German Commercial Code) shall apply. The client shall notify PwC Solutions without undue delay of any defects, stating the information known to it and relevant for their detection. The client shall, within the bounds of reasonableness, take measures to facilitate the identification of the defects and their causes. At the request of PwC Solutions, a product which is the subject of a complaint shall be returned to PwC Solutions carriage paid. In the event of a justified complaint, PwC Solutions shall reimburse the costs of the most favorable shipping route; this shall not apply if the costs increase because the product is located at a place other than the place of intended use.
- In the event of defects as to quality, PwC Solutions shall first be obliged and entitled to remedy the defect or to make a replacement delivery at its discretion within a reasonable period of time. The remedy of a defect may also take the form of instructions to the client. The customer shall follow such instructions.
- In the event of defects of title, PwC Solutions shall provide warranty by way of subsequent performance. For this purpose, PwC Solutions shall, at its option within a reasonable period of time, procure for the client at its own expense the necessary right to use the infringed rights or replace the product or modify it in such a way that it no longer infringes the rights but continues to comply with the contractual agreements.
- If the subsequent performance fails, the customer shall be entitled to set a reasonable grace period for the rectification of defects. In doing so, he shall expressly point out in writing that he reserves the right to withdraw from the contract and/or demand compensation in the event of renewed failure. If the rectification of the defect also fails within the additional period, the customer may withdraw from the contract or reduce the remuneration if the defect is not only insignificant. PwC Solutions shall provide compensation for damages or reimbursement of futile expenses due to a defect within the limits set out in Section G.
- If third parties assert claims that prevent the client from exercising the rights of use granted to it under the contract, the client shall inform PwC Solutions immediately and comprehensively in writing. The client authorizes PwC Solutions to take legal action against third parties in and out of court on its own. If the client is sued, it shall coordinate its actions with PwC Solutions and shall take legal actions, in particular acknowledgements and settlements, only with the consent of PwC Solutions. PwC Solutions is obligated to defend the claims at its own expense and to indemnify the client against all costs and damages associated with the defense of the claim, unless such costs and damages are based on the client's conduct in breach of duty.
- Claims based on defective products shall become statute-barred within one year from delivery or provision (as well as notification of the same to the customer) of the product to the customer. In the event of intent or gross negligence on the part of PwC Solutions, fraudulent concealment of the defect, personal injury or defects of title within the meaning of Section 438 (1) no. 1a of the German Civil Code (BGB) and in the event of guarantees (Section 444 of the German Civil Code (BGB)), the statutory limitation periods shall apply, as shall claims under the Product Liability Act.
- PwC Solutions shall be liable without limitation for damages caused intentionally or by gross negligence, for damages resulting from injury to life, body and health, for damages giving rise to a duty to compensate pursuant to § 1 ProdHaftG (German Product Liability Act) as well as for guarantees (§ 444 BGB).
- In the event of ordinary negligence, PwC Solutions shall only be liable to the extent of a breach of material contractual obligations, the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the client could reasonably rely. Otherwise, liability for damages caused by slight negligence is excluded. Section G.1. remains unaffected.
- In the event of a simple negligent breach of material contractual obligations by PwC Solutions, the obligation to pay compensation shall be limited to the foreseeable damage typical for the contract. The foreseeable damage typical for the contract is the damage that PwC Solutions foresaw as a possible consequence of a breach of contract at the time of the conclusion of the contract or that PwC Solutions should have foreseen by exercising due care. Indirect damages and consequential damages which are the consequence of a failure to perform in accordance with the contract shall furthermore only be compensable to the extent that such damages are typically to be expected when using the products as intended. Section G.1. remains unaffected.
- In the event of loss or destruction of data, PwC Solutions shall only be liable to the extent that PwC Solutions caused the loss or destruction intentionally, by gross negligence or due to a breach of a material contractual obligation. In the above case, PwC Solutions' liability for a simple negligent breach of a material contractual obligation shall be limited to the amount of the damage that would have been incurred even if the client had properly backed up the data.
- If several claimants derive claims from the contract from a simple negligent breach of material contractual obligations pursuant to Section G.3. of PwC Solutions, the maximum liability amount determined in Section G.4. shall apply to the relevant claims of all claimants in total. The maximum liability amount shall only be available to the client and the other claimants jointly and once (joint and several creditor, § 428 BGB). § Section 334 BGB shall apply accordingly.
- The above provisions on limitation of liability also apply to the personal liability of PwC's employees, representatives and governing bodies.
- Claims for damages and claims for reimbursement of futile expenses of the customer shall become statute-barred within one year; with regard to the beginning of the limitation period, Section 199 (1) of the German Civil Code shall apply. This shall not apply to claims for damages and claims for reimbursement of futile expenses due to injury to life, body or health, in the case of claims under the Product Liability Act and in the case of breach of a quality guarantee. Furthermore, this shall not apply to claims based on an intentional or grossly negligent breach of duty by PwC Solutions or a legal representative or vicarious agent of PwC Solutions.
H. Supplementary Terms of Contract for Digital Publications (Rights of Use)
When purchasing digital publications ("booklets"), no ownership is granted to the customer. The customer is granted a simple, non-transferable right, revocable before full payment of the agreed fee, to use the respective booklet to the agreed extent for the customer's internal use. Passing on the booklet/ to third parties or copying for third parties is not permitted. Furthermore, processing, making publicly available, forwarding and/or publishing, placing on the Internet or in other network media against payment or free of charge, resale and/or any other type of use for commercial purposes is expressly not permitted.
I. Supplementary contractual conditions for the purchase of standard software
- The source code of the software is not subject matter of the contract and will not be handed over to the customer.
- The functional scope of the software and the technical requirements for use are specified in the product description for the respective software. However, the information in the product description is not to be understood as a quality guarantee for the respective software, unless it is expressly designated as such in the product description. Further information about the software, e.g. in brochures, on Internet pages or in the context of oral presentations, shall not be deemed to be information about the quality of the software unless this information is also expressly stated in the product description.
- Unless expressly agreed in the contract with the client, PwC Solutions shall not owe any further services, in particular installation, setup, consulting, customization and/or training services.
- All rights to the software are exclusively owned by PwC Solutions or the respective licensors of PwC Solutions. The software is protected by copyright law and international agreements for the protection of intellectual property.
- The client is granted by PwC Solutions a simple and temporally unlimited right, revocable prior to full payment of the agreed fee, to use the software provided in the object code to the agreed extent (e.g. with regard to the maximum number of users) for internal purposes.
- The right of use is limited for the country of destination agreed between the parties in which the software is to be used. In the absence of an express agreement, the right of use shall be granted exclusively for the country in which the customer has its place of business.
- The right of use includes the right to install and reproduce the software, as far as the respective reproduction is necessary for the contractual use.
- The temporary or permanent provision of the software in the computer center for third parties (e.g. as "Software as a Service"), sublicensing and leasing are not permitted.
- The customer may make backup copies of the software to the extent necessary in accordance with the rules of technology. Backup copies on movable data carriers shall be marked as such and provided with the copyright notice of the original data carrier.
- The client is not granted any rights to edit the software and may only carry out edits if this is expressly permitted by mandatory laws or contractually agreed. PwC Solutions points out that even minor changes may lead to significant, unforeseeable disruptions in the operation of the software.
- The client is entitled to decompile the software only within the limits of § 69e UrhG and only if PwC Solutions has not provided the necessary data and/or information to establish interoperability with other hardware and software after a written request within a reasonable period of time.
- Copyright notices, serial numbers, version numbers, trademarks or other identification features of the software may not be changed or removed under any circumstances. The same applies to the suppression of the screen display of corresponding features.
- As far as the software contains components of third party software and/or open source software, for which separate license conditions of the respective right owners apply, these are indicated in the software and/or listed in the readme.txt, notices.txt and/or licenses.txt attached to the version status.
- For third-party software and/or open source software that is part of the software, the respective license terms of the rights holder shall take precedence over these STC.
- To the extent that the respective license terms of a Third Party Software and/or Open Source Software require a right to process for the client's own purposes and, in connection therewith, to reverse engineer for the purpose of troubleshooting a software accessing such Third Party Software and/or Open Source Software, PwC Solutions hereby grants such right to the client.
- The client has informed himself about the essential functional features of the software and bears the sole risk as to whether it meets his expectations and needs. In case of doubt, the client shall seek advice from PwC Solutions or from competent third parties before concluding the contract.
- For the installation and operation as well as the use of the software, the installation instructions described in the product description and/or application documentation, in particular the hardware and software environment, as well as any other requirements for use (e.g. required third-party software) that must be available at the customer's premises, must be observed. The installation of a functional hardware and software environment for the use of the software is the sole responsibility of the customer. Insofar as the use of third-party software is required for the use of the software, this is not the object of the software provided, but must be acquired separately by the customer
- The customer shall thoroughly test the software for freedom from defects and for usability in the existing hardware and software configuration prior to its use. This shall also apply to any patches, updates, upgrades and new releases and versions of the Software provided to the client after the conclusion of the contract, in particular within the scope of subsequent improvement.
- The client shall grant PwC Solutions access to the Software for troubleshooting purposes, at the client's option directly and/or by means of remote data transmission.
- The client shall be obligated to make proper data backups. In particular, the client is obligated to perform a data backup immediately before installing the Software and any patches, updates, upgrades and new releases and versions provided by PwC Solutions, and to keep all data used or obtained in connection with the Software available in machine-readable form as a backup copy during the operation of the Software, which allows for a reconstruction of lost data with reasonable effort.
- PwC Solutions is entitled to check whether the Software is being used in accordance with the provisions of these STC. For this purpose, the client shall provide PwC Solutions with information to the extent requested, in particular about the number of users and the other extent of use of the Software.
J. Privacy, References
- PwC Solutions will process the client's personal data only within the scope of the contractually owed service provision and in accordance with the provisions of data protection law. In order to carry out and process an order, we require the data mentioned in section B.1 from you. The legal basis for this data processing is Art. 6 para. 1 p. 1 lit. b DSGVO, as this data processing is necessary and required for the performance of the contract. We use the data provided by you without your separate consent exclusively for the fulfillment and processing of your order(s) and for the processing of payment transactions. Any further use of your personal data for the purposes of advertising, market research or the design of our offers requires your express consent. The data you provide will remain stored in your customer account until you delete it yourself. Beyond that, we only store your data within the scope of our obligations under tax and commercial law. If your personal details change, you are responsible for updating them yourself.
- PwC Solutions is entitled to refer to the contractual relationship with the client in an appropriate form in brochures and publications (e.g. reference lists). If the client does not agree with this, it shall inform PwC Solutions accordingly in writing.
- In order to be able to serve the client comprehensively and in the best possible manner and to provide ongoing information about services provided by PwC Solutions, PwC Solutions assumes that PwC Solutions is entitled to disclose general contract and company-related information to PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft and its subsidiaries as well as other member firms of the international PricewaterhouseCoopers network. All member firms of the international PricewaterhouseCoopers network are, of course, bound to secrecy.
- PwC Solutions further reserves the right to draw on personnel resources as well as technical, professional and/or administrative support services of other firms of the international PricewaterhouseCoopers network in the performance of the contract and, accordingly, to pass on order-related confidential information of the client. All member firms of the international PricewaterhouseCoopers network are, of course, bound to secrecy. Notwithstanding the foregoing, PwC Solutions shall remain fully responsible for the performance of the contractual relationship. Any claims for performance and liability can therefore only be asserted against PwC Solutions and not against other companies of the international PricewaterhouseCoopers network, their partners or employees.
- PwC Solutions assumes that PwC Solutions may store and evaluate order-related information and data in electronically managed files for the rational design of its internal processes. Such information and data may also be stored on decentralized storage media of external service providers. The client may obtain further details on the website: www.PwC Solutions.de/externe-dienstleister.
K. Special conditions for free products
- To the extent that PwC Solutions provides products to the client free of charge, the following deviating warranty and liability provisions shall apply:
- PwC Solutions shall be liable for material defects for direct damages caused to the client because a material defect of the product was fraudulently concealed from the client and for consequential damages caused by intentional or grossly negligent acts of PwC Solutions. Any further warranty for material defects is excluded.
- In the event of defects of title, PwC Solutions shall only be liable for damages incurred by the client because a defect of title of the product was fraudulently concealed from the client. Any further warranty for defects of title is excluded.
- PwC Solutions shall otherwise only be liable for intent and gross negligence. Any further claims for damages and reimbursement of expenses of the client, irrespective of the legal basis, in particular due to breach of duties arising from the contractual obligation and from tort, shall be excluded. Liability under the Product Liability Act shall remain unaffected, however.
L. Final provisions, severability clause, place of jurisdiction
- Amendments and supplements to these STC and the contract as well as other declarations in connection with the contract that trigger a legal consequence (e.g. setting of deadlines, withdrawal) must be made in writing or text form to be effective (§ 126b BGB). This shall also apply to amendments or supplements to this written form clause. Telecommunication of the relevant declarations, in particular by email, shall be sufficient for this purpose.
- Insofar as translations of these STC are made into other languages, the German version shall remain the sole legally authoritative version for the interpretation of the provisions.
- The contract concluded under inclusion of these STC is subject to the law of the Federal Republic of Germany. The provisions of international private law and the UN Convention on Contracts for the International Sale of Goods shall not apply.
- The exclusive place of jurisdiction for all legal disputes between the parties arising from or in connection with the contract concluded with the inclusion of these STC is Frankfurt am Main, Germany.
If you have any questions about our terms and conditions, please feel free to contact us. We will get back to you as soon as possible.