§ 1 General, Scope
(3) Deviating provisions of the sellers shall not apply unless MERViSOFT has confirmed it in writing. Individual agreements between MERViSOFT and the sellers shall always take precedence.
(5) The contract languages are German and English.
(6) The business relations between MERViSOFT and the seller shall be governed by the law of the Federal Republic of Germany. The application of UN sales law is excluded.
(7) The place of jurisdiction is Wiesbaden, Germany, if the seller is a merchant, a legal entity under public law or a special fund under public law.
§ 2 Contents of CADSOMA
(1) MERViSOFT operates the CADSOMA platform on which sellers can offer CAD products and CAD services in particular and conclude contracts on the products and services offered with other CADSOMA users.
(2) Only entrepreneurs within the meaning of sec. 14 BGB (German Civil Code) may offer their services and products on CADSOMA. Consumers within the meaning of sec. 13 BGB may not advertise offers on CADSOMA.
(3) On CADSOMA, a seller can select from various fee-based packages as part of his registration. The services result from the respective description.
(4) Interested parties (hereinafter also referred to as “end customers”) may submit a binding offer to purchase a product. Any purchase contract shall be concluded directly between the seller and the end customer. MERViSOFT shall therefore not be liable for any breach of contract, e.g. non-payment, by an end customer.
(5) MERViSOFT shall strive for an average availability of CADSOMA of 99% in a calendar year. MERViSOFT may restrict the access to its own services if the security of the network operation and/or the maintenance of the network integrity, in particular the avoidance of serious disturbances of the network, the software or stored data, require this. The same shall apply to the failure of the service due to necessary interruptions of operation (maintenance work). There shall be no claim tocontinuation of these services, nor shall there be any claims for reduction or damages, insofar as MERViSOFT has no influence, i.e. circumstances beyond its control, in particular due to force majeure.
(6) MERViSOFT shall endeavour to adapt the services to current technical develop- ments and current market developments. MERViSOFT therefore reserves the right to amend the agreed services, insofar as such changes do not affect the core services and are reasonable for the merchants, taking into account their interests.
(7) End customers can submit search queries for products and services on CADSOMA, which are then presented to them in the form of a ranking. The main parameters on which the ranking is based and their relative weighting is available on CADSOMA under the heading “Ranking”.
§ 3 Registration
(1) Sellers can register on CADSOMA. The registration is free of charge.
(5) Each seller may have only one account; a transfer of the account is not possible.
§ 4 Duration of the user contract, Termination
(1) The user contract has a minimum duration of 12 months. The parties are entitled to terminate the contract without notice at the end of the contract. If no notice oftermination is given, the term of the contract shall be extended by a further year in each case. Until December 31, 2023, MERViSOFT grants each dealer an immediate special right of termination without notice and without giving any reason.
(2) The right to extraordinary termination for good cause shall remain unaffected. MERViSOFT may in particular terminate this user contract without notice if:
- the seller has violated legal provisions, unless the violation was onlyinsignificant
- the seller has repeatedly violated contractual obligations, in particular hasoffered prohibited products, unless the violation was only insignificant
- the seller fails to pay an invoice of MERViSOFT despite a reminder
- the seller has provided incorrect or incomplete information when concluding the contract and/or in the profile.
(3) Notice of termination shall be given in text form or by sending an online notice of termination in the seller account.
§ 5 Offer and conclusion of purchase contract/ service contract
(2) The end customers have the option of concluding a purchase or service contract for a product offered by the seller. An order placed by the end customer shall constitute an offer to conclude a purchase/ service contract. MERViSOFT shall confirm the receipt of the order to the end customer on behalf of the seller by e-mail.
(3) A contract shall always be concluded between the seller and the respective end customer; in this respect, MERViSOFT shall only provide the technical platform with CADSOMA and shall not become a contractual partner of the purchase contracts/service contracts and shall also not be liable for their fulfilment. The General Terms and Conditions of the respective seller, if any, shall apply to the purchase contracts/service contracts.
(4) The seller shall be obliged and liable to ensure that it fulfils all statutory obligations to provide instruction and information in full and in good time. In particular, the seller is obliged to complete the applicable tax rates in the seller profile and to consider them accordingly.
(5) Prior to the submission of an order by an end customer, the seller can change the offer at any time or take it from CADSOMA and decide whether to publish it again at a later time.
§ 6 Prices, Payment
(1) The use of CADSOMA for the publication of offers is subject to a fee. The fee is divided into a fixed fee for the respective package and a sales commission, these are announced to the seller before completion of the registration.
(2) The package fee is due for payment in advance immediately after registration or contract renewal (prepayment). The seller may pay by Stripe.
(3) Unless otherwise agreed, the commissions shall be invoiced on a monthly basis, in the first week of the next month, and shall be based on the purchase/ service contracts concluded or the amount of the total turnover. MERViSOFT shall receive a monthly report of the purchase/ service contracts issued and shall issue an invoice to the seller for the exact amount of the commission. The invoice shall be sent to the seller by e-mail and shall be due for payment within 14 days.
(4) If a seller defaults on his payment obligations, MERViSOFT may claim damages in accordance with the statutory provisions.
§ 7 General Obligations of Conduct of Sellers, Indemnification in Case of Violations
(1) The seller is obliged to keep his profile and the products or services offered by him always up to date.
(2) Prices are to be stated as final prices and the statutory VAT is to be shown.
(3) The seller shall be responsible for ensuring that he has all the rights relating to the content he publishes and that no third-party rights (such as trademark rights or other industrial property rights) are infringed as a result. By placing his offer, each seller irrevocably and free of charge grants MERViSOFT the right to use and exploit the content provided by him on CADSOMA, which is unlimited in terms of space, time and content.
- are immoral, pornographic, racist or in any other way offensive
- are unobjective or intentionally untrue
- violate the rights of third parties, in particular copyrights
- violate applicable laws in any other way or constitute a criminal offense
- contain viruses or other computer programs that may damage software or hardware or impair the use of computers
- are surveys or disguised advertising, or
- serve the purpose of collecting and/or using personal data from other users, in particular for business purposes.
(5) The sellers may only make serious offers with accurate content on CADSOMA. The sellers may not make offers under a false name.
(6) Each seller is obliged to inform MERViSOFT immediately if there are indications that his access has been misused. Each seller shall be liable in principle for all activities conducted using its access and shall indemnify MERViSOFT against any claims for damages by third parties, unless the seller is not responsible for the misuse.
§ 8 Blocking and termination
- Warning (warning letter) of sellers
- Temporary, partial or permanent blocking of the seller.
(2) MERViSOFT may also permanently exclude a seller from active use of CADSOMA (final block) if the seller has provided false contact details when registering, in particular a false or invalid e-mail address, if the seller causes significant damage to other sellers or MERViSOFT or if there is another important reason.
(3) Once a seller has been temporarily or permanently blocked, he may no longer use CADSOMA even with other seller accesses and may not register again. A blocked account cannot be restored, and there is no entitlement to restoration.
(4) MERViSOFT reserves the right to take legal action in any case.
§ 9 System integrity and disruption of the website
(1) Sellers shall not use any mechanisms, software or other scripts in connection with the use of CADSOMA that may interfere with the functioning of CADSOMA, in particular those that enable the generation of automated page views.
(2) Sellers shall not take any action that may result in an unreasonable or excessive load on the infrastructure.
(3) Sellers may not block, over-write or modify any content generated by MERViSOFT or interfere with CADSOMA in any other way.
§ 10 Liability
(1) MERViSOFT shall not assume any responsibility for the offers and product descriptions of third parties, in particular the sellers.
(2) Over and above the liability for material defects and defects of title, MERViSOFT shall be liable without limitation, if the damage has been caused intentionally or bygross negligence. MERViSOFT shall also be liable for negligent violation of material contractual obligations (obligations whose violation jeopardizes the attainment of the purpose of the contract) as well as for the violation of essential obligations (“Kardinalpflichten“) (obligations, whose performance will enable the due and proper performance of the contract in the first place and on whose performance the user as a rule relies), in each case however only for the foreseeable damage that is typical for this type of contract. MERViSOFT shall not be liable for the negligent violation of obligations other than those mentioned above.
(3) The limitations of liability in the preceding paragraph shall not apply in the event of injury to life, body and health.
(4) If liability of MERViSOFT is excluded or limited, this shall also apply to the personal liability of its employees, representatives and vicarious agents.
§ 11 Data Protection
Last amended: November 2022