General Terms and Conditions

Provider

BestPrime GmbH HRB 289352

Represented by Peter Grünewald Amtsgericht München

Gautinger Str. 9

82319 Starnberg

+49815197999129

info@bestprime.com

VAT ID: DE344682275

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1. Scope, Definitions

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1.1. The following General Terms and Conditions (hereinafter "GTC") in their version valid at the time of the order regulate the business relationship between the provider of the online shop and the customer. Any differing GTCs of the customer shall only be recognized if the provider explicitly agrees to their validity in writing. 1.2. The GTCs apply to both consumers and entrepreneurs. A customer is considered a consumer if the ordered deliveries and services are predominantly not attributable to their commercial or self-employed professional activity. An entrepreneur, on the other hand, is any natural or legal person or legally responsible partnership who, upon conclusion of the contract, is acting in the exercise of their commercial or self-employed professional activity.

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2. License Granting

‍The provider grants the licensee a simple, non-exclusive, and non-transferable right to use the web-based backoffice system "bestPrime24.com". No rights to the system, the underlying software, or the content are transferred to the licensee through the use. The use shall be against payment of an annual usage fee.

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‍3. Copyright

‍All content on the website bestprime.com, bestprimeenergy.com, bestprime24.com, in particular texts, images, graphics, logos, videos, databases, the back office software, other software, the web design, and the underlying technology, are protected by copyright, trademark law, patents, utility models, or other protective rights and are the exclusive property of the licensor or its respective licensors. The licensee explicitly acknowledges these protective rights.

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4. Rental, Lending, and Resale

‍The licensee is prohibited from renting, lending, leasing, or providing the software to third parties for temporary use. Reselling the software or transferring the rights under this license agreement  to third parties is only possible with the prior written consent of BestPrime GmbH. In the event of an approved transfer, the licensee must transfer all original data carriers, copies of the software, and all manuals and other written accompanying material to the third party.

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5. Software Updates and Upgrades

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General Aspects of Updates and Upgrades: The licensor commits to regularly updating and further developing the contractual software to integrate technological advancements and improvements as well as to fix any errors. These updates and upgrades are generally made available to licensees to ensure the functionality and security of the software. Scope and Availability of Updates: Updates and upgrades usually include minor improvements or error corrections and are free of charge for licensees with a valid maintenance contract. However, larger upgrades that contain significant new features or changes might incur additional costs.

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Technological Adaptations: The licensor reserves the right to offer an alternative software solution in case fundamental technological changes in the software environment make a regular update or upgrade impossible. In such cases, the licensee might be required to switch to an entirely new software version to ensure continuity and functionality.

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‍Consequences of Technological Breakdowns: In the event of significant technological upheavals that require a complete replacement of the software or substantial adjustments, the licensee might be forced to bear a higher effort for the transition to the new software version. The licensor will strive to make the transition as smooth as possible and provide appropriate support.

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Communication and Support: The licensor will inform licensees in a timely manner of upcoming significant changes, especially in the case of a technological breakdown, and provide corresponding instructions and support for the transition.

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‍Right to Automatic Updates: By concluding a license agreement, you agree that we are authorized to install necessary updates automatically to ensure the integrity and security of the software. We strive to inform you in advance about upcoming significant updates.

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Special Agreements: For users without an existing maintenance contract, separate agreements may be required for the provision and installation of updates, including the agreement of additional fees.

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*6. Adjustments by Third Parties and Their Impact on Software Updates

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1. Self-made Adjustments: The licensee is entitled to have adjustments made to the software by third parties. However, these adjustments must not impair the integrity or updateability of the software.

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2. Implications for Updates: The licensor points out that third-party adjustments integrated into the software might affect the ability to receive software updates from the licensor. Specifically, such adjustments may overwrite installed updates or render the software inoperative.

3. Responsibility for Third-party Adjustments: The licensee bears full responsibility for all adjustments made by third parties. This includes any costs for restoring or readjusting the software if it is impaired by such adjustments.  

4. Communication and Coordination: Before making any adjustments by third parties, the licensee should contact the licensor to clarify compatibility issues and potential impacts on future updates.

5. Disclaimer of Liability: The licensor is not liable for problems, failures, or damages caused by adjustments to the software by third parties. The licensor is not obliged to perform adjustments, repairs, or restorations due to disruptions or damages caused by third-party adjustments.

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‍ 7. Maintenance and Support

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1. Availability and Working Hours: The licensor offers maintenance and support services during regular working hours. These times are subject to change and will be updated on the licensor's website or through direct communication with customers.

2. Scope of Support: The support includes assistance with general questions on using the software as well as troubleshooting errors and technical issues. The licensor reserves the right to adjust the scope of support.‍

3. Goodwill Services: The licensor may, at its discretion, offer assistance beyond the regular support services. These goodwill services are not contractually guaranteed and may be altered or discontinued at any time at the licensor's discretion.

4. Training and Education: The licensor can offer training and educational programs for more effective use of the software. These may either be part of the support package or agreed upon separately.

5. Response Times: The licensor strives to respond to support requests within a reasonable timeframe, although response times may vary depending on the nature and complexity of the request.

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8. Browser Compatibility and External Influences

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1. Standard Browsers and Settings: The licensor's software is optimized for use with standard web browsers under standard configurations. The licensor guarantees compatibility with common versions of browsers like Chrome, Firefox, Safari, and Edge, provided no individual adjustments (such as plugins or security settings) are made.

2. External Influences on Software Use: The licensor is not responsible for issues or limitations in the software's functionality caused by external factors like browser updates, third-party plugins, blocking pop-ups, deactivating cookies, or other user adjustments.

3. Hints for Optimal Use: To ensure the best possible functionality, the licensor recommends not installing unnecessary plugins and ensuring that pop-ups and cookies are allowed for the software. Using translation plugins or other tools that modify the user interface may result in unexpected behavior or display issues.

4. Assistance and Advice: In case of browser compatibility issues, the licensor offers support and advice to achieve the optimal configuration for using the software. However, the licensee is responsible for adhering to these recommendations.

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9. Contract Conclusion

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9.1. The customer can select the following products from the provider's offer:

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9.2. The customer can collect the products in a shopping cart by clicking the "Add to Cart" button. By clicking the "Place Order" button, the customer submits a binding purchase offer for the items in the shopping cart. Before submitting the order, the customer has the opportunity to change and review the entered data at any time. The order can only be submitted if the customer accepts these contractual terms by activating the "Accept GTC" button, thereby incorporating them into their order.

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9.3. The provider will then automatically send the customer a confirmation email, listing the customer's order again, which the customer can print using the "Print" function. This automatic confirmation of receipt serves merely to document receipt of the order by the provider and does not constitute acceptance of the offer. The contract is only concluded when the provider declares acceptance in a separate email (order confirmation).

9.4. The contract text (consisting of the order, GTC, and order confirmation) remains stored after the contract is concluded and is accessible to the customer. Likewise, the customer can immediately save and/or print the content of their order after submitting their order, and also view it later at any time via the "My Account" function. At the latest, the contract text will be sent to the customer in text form upon delivery of the goods.

9.5. The contract language is German.

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10. Delivery, Availability of Goods

Delivery, Availability of Goods, and Activation of Online Accounts

10.1. The delivery times specified for physical products apply from the time of the order confirmation, provided the purchase price was paid beforehand. For digital content and online services, separate activation conditions apply.

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10.2. If no specific delivery time is indicated for a physical product in our online shop, this is usually 5 working days.

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10.3. If a physical product is permanently or temporarily unavailable at the time of the customer's order, the provider will inform the customer immediately in the order confirmation. If the product is permanently unavailable, the provider will not issue a declaration of acceptance, and no contract will be concluded in this case.

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10.4. Activation of Online Accounts and Software:

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10.4.1. **Backoffice:** Access to the back office is activated for the customer immediately after the order confirmation, regardless of payment receipt. This access serves participation in training and the development of a partner and customer network.

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10.4.2. **Minter- and Token-Account:** The account activation for minters and tokens takes place only after full payment of the agreed price. The provider reserves the right to withhold activation until full payment has been received. After receiving the payment, the account will be activated.

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10.4.3. **Other Online Services:** The activation conditions for further online services, if offered, will be specified in the respective product description or during the ordering process.

11. Retention of Title

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11.1. The delivered goods remain the provider's property until full payment is made.

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11.2. The customer must immediately inform the provider of any third-party access to the goods under retention of title as soon as they become aware of it. The customer is liable for all costs incurred to remove such access, particularly if a third-party objection lawsuit is necessary, provided the costs cannot be obtained from the third party in question.

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12. Prices, Shipping Costs

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12.1. All prices listed on the provider's website include the applicable statutory VAT.

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12.2. The corresponding shipping costs are shown in the order form and are borne by the customer, unless they exercise their right of withdrawal.

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12.3. The provider bears the shipping risk if the customer is a consumer.

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12.4. In the event of a withdrawal, the customer must bear the direct return costs.

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13. Payment Methods

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13.1. The customer can make payment using the following methods:

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- Advance payment

- Credit card

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13.2. The customer can change the payment method stored in their user account at any time.

13.3. The purchase price is due immediately upon contract conclusion.

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14. Warranty, Guarantee

‍14.1. The provider is liable for material defects in accordance with the applicable statutory provisions. This means that the customer may primarily demand rectification, i.e., replacement or repair, as they choose. If the further statutory requirements are met, the customer is entitled to reduce the price or withdraw from the contract. For business customers, warranty rights are contingent upon their proper fulfillment of any owed inspection and notification obligations.

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14.2. For business deliveries or used goods, the warranty period for the goods supplied by the provider is one year.

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14.3. No additional guarantees apply to the goods supplied by the provider unless expressly stated in the order confirmation for the specific item.

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15. Liability

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15.1. Customer claims for damages are excluded. This exclusion does not apply to damage claims for injury to life, body, or health or liability for essential contractual obligations (so-called cardinal obligations), or for liability in cases of deliberate or grossly negligent breach of duty by ) the provider, its legal representatives, or vicarious agents. Essential contractual obligations are those whose fulfillment is necessary to achieve the purpose of the contract.

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15.2. In the event of a breach of essential contractual obligations, the provider is only liable for the typically foreseeable damage caused by simple negligence, unless it is a matter of customer claims for injury to life, body, or health.

15.3. The above limitations of liability also apply in favor of the provider's legal representatives and vicarious agents if claims are asserted directly against them.

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15.4. The limitations of liability do not apply if the provider has fraudulently concealed the defect or assumed a guarantee for the quality of the item. The same applies if the provider and the customer have made an agreement about the quality of the item. The provisions of the Product Liability Act remain unaffected.

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16. Data Protection

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16.1. The customer can order goods in our online shop as a guest or as a registered user. As a registered user, the customer does not have to provide their personal data each time but can log in to their user account with their email address and the password they chose during registration before or during an order. By registering, there is no purchase obligation regarding the offered goods.

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16.2. Further details can be found in the data protection information available in our online offer.

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16.3. By registering, the customer selects a personal username and password. They are obliged to keep the password secret and not to disclose it to third parties under any circumstances.

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16.4. The customer can delete their registration at any time under "My Account." If their personal information changes, they are responsible for updating it. All changes can be made online after logging in under "My Account."

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17. Right of Withdrawal

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17.1. Right of Withdrawal

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You have the right to withdraw from this contract within fourteen days without giving any reason.

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The withdrawal period is fourteen days from the day you or a third party named by you, who is not the carrier, has taken possession of the goods.

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**To exercise your right of withdrawal, you must inform us of your decision to withdraw from this contract with a clear statement (e.g., by letter or email). You can use the attached model withdrawal form, but it is not mandatory. To meet the withdrawal deadline, it is sufficient for you to send the communication regarding your exercise of the right of withdrawal before the withdrawal period has expired.  You can electronically fill out and submit the model withdrawal form or another clear statement at https://energy.aidaform.com/wiederrufsformular. If you use this option, we will promptly (e.g., by email) acknowledge receipt of such a withdrawal.**

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17.2. Consequences of Withdrawal

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‍ If you withdraw from this contract, we will reimburse all payments we have received from you, including delivery costs (except for the additional costs resulting if you chose a type of delivery other than the least expensive standard delivery offered by us) without delay and no later than fourteen days from the date on which we received the notice of your withdrawal from this contract. We will use the same means of payment for the reimbursement that you used for the initial transaction unless expressly agreed otherwise. In no case will you be charged any fees for this reimbursement.

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We may withhold reimbursement until we have received the goods back or until you have provided evidence that you have returned the goods, whichever is the earliest.

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You must return the goods promptly and in any event no later than fourteen days from the day on which you notify us of the withdrawal from this contract to us. The deadline is met if you send back the goods before the period of fourteen days has expired.

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You bear the direct costs of returning the goods.

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You only need to pay for a possible loss of value of the goods if this loss of value is due to handling that is not necessary for checking the nature, properties, and functioning of the goods.

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18. Final Provisions

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18.1. If any provision of this agreement is legally invalid, the validity of the remaining provisions is not affected. The invalid provision is replaced, where available, by the statutory regulations. If this results in unreasonable hardship for one of the parties, however, the agreement as a whole becomes invalid.

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18.2. No other agreements, particularly oral collateral agreements, exist.

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18.3. These GTC are subject exclusively to German law, excluding the conflict of laws and the UN Sales Convention.

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18.4. The exclusive place of jurisdiction for all present and future claims arising from the business relationship with merchants, legal entities under public law, or special public law assets is the provider's registered office.

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18.5. The EU Commission has created an internet platform for online dispute resolution. The platform serves as a focal point for the extrajudicial settlement of disputes regarding contractual obligations arising from online purchase agreements. More information is available at the following link: [Online Dispute Resolution](http://ec.europa.eu/consumers/odr). We are neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.

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