Terms & Conditions
General Terms and Conditions of VERBI Software•Consult•Consult•Sozialforschung GmbH
Date revised last: January 25, 2008
1. Subject matter
• VERBI Software • Consult • Sozialfoschung GmbH (hereinafter referred to as “VERBI”) shall supply to the customer the MAXqda, MAXqda2, and MAXdictio standard software (hereinafter referred to as “the Software”). Subsequent developments of the Software (”updates”) shall not be included in the Software purchase. Such updates can be downloaded for free by the Customer from the VERBI website. The Software shall be supplied exclusively subject to these Terms and Conditions.
2. Delivery and scope of performance
• The Software comprises the program and the user manual as a .pdf file. The program shall be delivered on CD-ROM/DVD in box (sent by post) or via online data download. In as far as the Software is delivered to Customers who are matriculated students and are eligible for a price discount subject to section 6 (1) of these General Terms and Conditions, the student, following transmission and examination of his data per email or fax, shall receive a link from which the Software can be downloaded online.
• The Customer shall receive the software in machine code. The customer shall not be entitled to demand delivery of the source code.
• The customer himself shall install the software in his software environment.
• Any presentation or rendering in test programs, product and project descriptions shall not be deemed to constitute any warranty of properties unless explicitly referred to as such.
3. Copyright and license
• The Software (program and manual) supplied by VERBI is protected by copyright. For the purposes of the relationship between the parties hereto, VERBI shall be solely entitled to the rights relating to the Software as well as any other documentation made available during the phase of preparing and implementing this agreement.
• VERBI shall grant to the Customer a non-exclusive right, without any geographical or time restrictions, to use the Software for his own purposes and as described in this contract and in the manual. The Customer shall be entitled to copy the software within the scope of its contractual use as contemplated herein. He shall be entitled to load the Software into the RAMs and hard disks of the hardware used by him.
• The Customer shall be entitled to make the number of backup copies necessary for reliable operation. Such backup copies shall be marked as such and (as far as technically possible) shall be provided with the same copyright notice which also appears on the original data medium. The Customer shall not be entitled to copy the user’s manual for any purposes other than the Customer’s internal purposes.
• The Customer shall not be entitled to change or obscure in any manner any copyright notices, trademarks, other legal reservations, serial numbers or other features used for program identification purposes.
• The Customer shall only be entitled to pass the Software on to a third party if such third party declares that he accepts the validity of these General Terms and Conditions. In the event that the Customer passes the Software on to a third party, he shall discontinue once and for all the use of the Software and shall not keep any copies thereof. The Customer shall also pass on to such third party the data media and the manuals.
• Any other form of using the software, including, but not limited to, its compiling, editing, arranging, or modifying in any other manner whatsoever (other than decompiling pursuant to section 69e of the German Copyright Law [§ 69 UrhG]) or the (offline or online) dissemination of the software in any other manner as well as the renting or lending out thereof shall be subject to the written consent of the Licensor.
• VERBI shall be entitled to revoke the license rights for a material reason. A material reason shall, in particular, be deemed to exist if the Customer is in default with the payment of a substantial part of the remuneration or if the Customer fails to abide by the terms and conditions of the license and fails to immediately remedy such default after VERBI’s written request, including VERBI’s announcement to terminate the license otherwise. In the event that the license is terminated, the Customer shall return to the Licensor the original software as well as any copies thereof, and delete any programs stored. At the Licensor’s request, the Customer shall confirm in writing that he has returned such software and deleted such programs as aforestated.
License Types
• Single User Licenses are computer based. A single-user license may be installed on one single computer and one laptop being used alternatively to the desktop pc and owned by the license holder. Only one installation at a time may be used. License holders of single user licenses are eligible for upgrading to the next version.
• Portable Licenses are USB flash-drive based. The license holder may work with MAXQDA on any computer the USB flash drive is plugged into. VERBI does not provide the hardware; the licence holder installs the software on his/her own USB flash device. A portable license makes MAXQDA a physical item tied to the specific USB flash drive it is installed on. Under no circumstances does VERBI take any responsibility in case the MAXQDA license is not available due to loss, theft or damage of the USB flash-drive the software is installed on. Regardless of the legal responsibility of the license holder we recommend users who cannot access their MAXQDA license because of hardware problems to contact suppoprt@maxqda.com in order to work out a satisfying individual solution. Portable licenses are eligible for upgrading to the next version.
• Network licenses are multi-user licenses, allowing for concurrent (floating) use of the software. Network licenses may be installed on any network constellation including terminal-servers. Any quantity of licenses may be purchased, starting with a minimum of 5 licences. The network licences may be accessed by the double amount of computers as the purchased number of licenses. Network licenses are eligible for upgrading to the next version.
• PC-Lab licenses demonstrate VERBIs special support for teaching. PC-lab-licenses are network based and may be made available to upto 30 pcs in a computer lab. The license holder guarantees that this license type is only made available to computers in a PC-Lab. The use is strictly limited to teaching purposes and may not be used for research projects (except of teaching related research projects). Using a PC-Lab license requires the existence or simultaneous purchasing of at least one single or a network license. PC-lab-licenses are eligible for upgrading to the next version.
• Student licenses VERBI provides for students the option to purchase MAXQDA as a Student License, for an extremly reduced price. Student licenses are personal and privat and may not be installed on a non-private computer. Students have to prove their status by providing a current student ID together with a photo ID. Student licenses are not eligible for upgrades and can be installed on one single computer only. Student licenses are not eligible to be sold or transferred in any way to non-students.
• Leasing provides MAXQDA licenses based on the annual lease rate. The lease period will be renewed automatically if the contract is not resigned 2 month before the lease period extends. Leasing licenses include the supply of new versions of the software and include all services provided for purchase licenses. The leasing option starts at a minimum of 5 licenses.
• Purchase provides MAXQDA licenses without time limit. Registered licence holders are eligible for upgrading their licenses at a reduced upgrade price. Upgrades can only be realzied to the latest version of the software at the time of upgrading. The upgrade right only applies if the time period between the initial purchase and the time of upgrading does not exceed 6 years, or alternatively, if no more than two versions of the software have been left out to be upgraded between the initial purchase and the upgrade purchase.
4. Obligations of the customer
• The Customer shall take reasonable precautions in the event that the Software fails to work correctly in part or in full. He shall test the Software thoroughly in order to ensure its suitably for the purpose intended by him before using it in operations. The Customer shall also save his data in a manner consistent with the latest state of the art – he should do so after each work session in which he used the software. He shall ensure that he latest data in machine-readable form from the data stocks available can be reproduced with reasonable effort.
• In order to receive subsequent developments (”updates”) of the Software purchased, to take part in communities and to receive newsletters, the Customer must register online with VERBI and enter the series number of the Software purchased.
• The Customer shall take reasonable measures in order to protect the software against unauthorized access by third parties.
5. Deadlines, delays
• Delivery dates shall be deemed to be non-binding unless VERBI has explicitly declared any such delivery dates to be binding in writing. Delivery dates shall be subject to VERBI receiving any articles to be supplied in a correct condition and on time.
• Delivery dates shall be extended by the period during which VERBI is for any circumstances beyond its control (labour dispute, force majeure or any other hindrance beyond VERBI’s control) prevented from performing its obligations hereunder, plus a reasonable start-up period following elimination of such hindrance.
• Partial shipments shall be permitted on condition that the parts delivered can be fully used in their own right. VERBI shall be entitled to issue a separate invoice for every partial shipment.
6. Terms of payment, reservation of ownership, setting off
• VERBI shall supply the Software to the Customer against payment of the agreed license fees.
• Orders from European countries have to be placed in EURO or in the appropriate Europian currency; orders placed in US Dollars violate our General Terms and Conditions. Any financial loss due to illegal currency issues have to be refunded to VERBI by the ordering party. These conditions are also eligible for all deliveries to European countries regardless of the location of order placement. US Dollar currency orders as well as deliveries are solely allowed out of American, South and East Asian, Ocianean and African countries.
• Payments shall be due without deduction within 14 days following receipt of the invoice. In the event of an online data download, payment shall be due immediately.
• In as far as VERBI grants to matriculated students a price discount, such discount shall only be granted against presentation of a valid student ID card in German or English which can be sent to VERBI per fax or as a PDF file.
• The Software shall remain the property of VERBI until payment has been effected in full.
• The Customer shall not be entitled to set off any payments unless the underlying claims are neither disputed nor unappeasable. The Customer shall not be entitled to withhold any payments unless its counter-claims from the respective contractual relationship are neither disputed nor unappeasable or unless the Licensor has violated any of its material obligations.
7. Defects of quality and defects in title
• VERBI shall supply the Software to the Customer in a condition free from defects in quality or defects in title. Defects affecting the suitability for use of the Software to a minor extent only shall not be considered as defects for the purposes of this agreement. Functional impairment caused by the hardware and software environment made available by the Customer, operator error, defective external data, computer network malfunction or any other reason belonging to the Customer’s sphere of responsibility shall not be considered as defects for the purposes of this agreement.
• VERBI does not warrant the proper functioning of software that has been modified by the Customer unless the Customer demonstrates that the defect reported was not caused by such modification.
• VERBI shall initially eliminate any defects in quality by repair. The Customer shall be entitled to demand repair or a new program unless VERBI is entitled by law to refuse such repair or replacement. The Customer shall grant to VERBI a reasonable period of grace for repair/replacement.
• In the event of failure to repair or replace as aforesaid, the Customer shall be entitled to reduce his payment(s) or to cancel the agreement. Damages shall be subject to section 8 hereof.
8. Liability
• VERBI shall pay damages or refund futile expenditure for whatever legal reason (including, but not limited to, failure to fulfil obligations, tortuous act) to the following extent only.
In the case of willful action and in the case of a guarantee concerning agreed properties: to the full amount.
In the case of gross negligence: to the amount of the typical or foreseeable damage to be prevented by the VERBI’s obligation to exercise due care.
• In any other case, always subject to violation of a material contractual obligation and in the case of default: to the amount of typical and foreseeable damage, however, limited to an amount of EUR20 per case and EUR20 for all cases of damage under this agreement.
• Notwithstanding the foregoing, statutory liability for personal injury and liability under the product liability act shall remain unaffected.
• In the event of a loss of data, VERBI’s liability shall be limited to the damage which would have occurred even with the Customer performing data backup procedures (Article 4, subsection 1 hereof).
• To the extent to which liability is limited or excluded, this shall also apply to personal liability on the part of VERBI’s employees, representatives or agents.
9. Limitation period
• Any claims which the Customer may have for reason of defects in quality or defects in title (section 7 hereof) shall become statute-barred two years after delivery. In the event that a defect in title consists of a material right of any third party entitling such third party to claim the surrendering of the software, the statutory periods of limitation shall apply.
• Any other claims which the Customer may have under contractual aspects or from an obligatory relationship (section 311, subsection 2 of the German Civil Code [§311, Abs. 2 BGB]) shall become statute-barred one year after the statutory date of commencement of the period of limitation. Claims shall at the latest become statute-barred on expiration of the maximum statutory periods (section 199, subsection 3, subsection 4 of the German Civil Code [§ 199 Abs. 3, Abs. 4 BGB]).
• The statutory periods shall apply to cases of personal injury (including violation of an individual’s freedom) and to cases of willful action and gross negligence.
10. Data protection
• The Customer is herewith informed that VERBI collects, stores, processes and – if necessary – passes on to third parties the Customer’s data to the extent necessary for the performance hereof and subject to the applicable data protection and data privacy laws.
11. Miscellaneous provisions
• Any modification of or amendment to this agreement shall not be valid unless made in writing. Such provision shall be deemed to be fulfilled by both parties hereto also by the transmission of documents in text form, in particular by fax or email unless anything to the contrary has been agreed to for individual declarations.
• In the event that any provision hereof is or becomes invalid or in the event that the contract is incomplete, the validity of the remaining provisions shall not be affected thereby. The parties hereto shall replace such invalid provision with a provision that reflects the meaning and purpose in a lawful sense of such invalid provision in as far as possible. This provision shall also apply to any loopholes.
• All legal relationships arising under this contractual relationship shall be subject to the laws of the Federal Republic of Germany excluding the unified law governing the international purchase of movable goods and the law governing international contracts of purchase for movable goods.
The place of jurisdiction for all disputes arising hereunder shall be Berlin in as far as the Customer is a merchant or has a legal standing equivalent to this or in the event that the Customer has his place of business or his branch abroad.
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