1. PROVIDER AND SCOPE OF APPLICATION
1.1 The provider and contractual partner is
EURO CLOTHING S.R.L.
operating under the brand "OffPrism"
Strada Primăverii Nr. 55
507190 Sânpetru, Județul Brașov
Romania
E-mail: info@offprism.com Tax identification number (CUI): 47727871 Commercial register number: J08/20/2024 EUID: ROONRC.J8/20/2024
Hereinafter "OffPrism" or "we".
1.2 These General Terms and License Conditions apply to all contracts for software, software licenses, license keys, downloads and free trial versions offered via offprism.com.
1.3 The offer is aimed at both consumers and entrepreneurs.
A "consumer" is any natural person who concludes the contract predominantly for purposes that cannot be attributed to their commercial, business, craft or professional activity.
An "entrepreneur" is any natural or legal person or legally capable organisation that, when concluding the contract, acts in the exercise of their commercial, business or professional activity.
1.4 Deviating conditions of an entrepreneur apply only if OffPrism has expressly agreed to them in text form.
1.5 Individual agreements as well as information on the respective product or order page, in particular regarding edition, number of devices, term and system compatibility, take precedence over these conditions.
2. SUBJECT MATTER OF THE CONTRACT
2.1 The subject matter of the contract is the electronic provision of a copy of the selected software as well as a right of use in accordance with these conditions and the respective product description.
2.2 The software is provided exclusively digitally. Shipment on a physical data carrier does not take place.
2.3 A "perpetual license" or "unlimited license" grants a temporally unlimited right of use to the acquired main version of the software. Ownership and all copyrights in the software remain with OffPrism or the respective rights holders.
2.4 A perpetual license does not automatically include future paid main versions, new products or additional functions. Legally required updates and existing statutory conformity rights remain unaffected.
2.5 Decisive for functions, compatibility, supported operating systems and technical requirements is the product description displayed at the time of the order. The customer must check these requirements before ordering.
3. ORDERING PROCESS AND CONCLUSION OF CONTRACT
3.1 The presentation of the products on offprism.com does not yet constitute a legally binding offer, but an invitation to place an order.
3.2 The customer can place products in the shopping cart and check and correct their details before placing the order.
3.3 By clicking the button "Order with obligation to pay" or a correspondingly clearly labelled button, the customer submits a binding offer to conclude the contract.
3.4 The contract is concluded as soon as OffPrism expressly accepts the order or provides the customer with the license key or access to the acquired software. A mere payment confirmation of the payment service provider does not in itself constitute acceptance of the contract.
3.5 If an order cannot be accepted or executed after payment has been made, the amount paid is refunded without undue delay.
3.6 The order confirmation, these conditions and the required consumer information are made available to the customer on a durable medium, in particular by e-mail.
3.7 The contract language is the language displayed during the ordering process. Currently, conclusion of the contract is available in German.
4. PRICES, TAXES AND PAYMENT
4.1 The total price displayed in euros during the ordering process immediately before the order is placed applies.
4.2 The total price includes all taxes to be levied by OffPrism by law. In the case of cross-border orders, the tax treatment may depend on the residence, company registered office, place of supply and tax status of the customer.
4.3 For entrepreneurs, the reverse-charge procedure may apply if the statutory requirements are met. The entrepreneur is responsible for the accuracy and validity of the VAT identification number provided.
4.4 Payments are processed via Stripe. Depending on country, currency and availability, card payment, EPS, iDEAL/Wero, Przelewy24 and Multibanco may be offered. The specific payment methods available are displayed during the ordering process. Stripe is not a contractual partner with regard to the software license.
4.5 Purchase on account may be offered to approved B2B customers. There is no entitlement to purchase on account. The invoice amount is due within the period stated on the invoice without deduction.
4.6 The purchase price is due upon conclusion of the contract or, in the case of purchase on account, at the specified payment term. For the perpetual licenses offered, no recurring license fees apply, unless expressly stated otherwise during the ordering process.
4.7 Fees charged by a bank or payment provider due to a currency conversion or foreign payment are outside the sphere of influence of OffPrism.
5. ELECTRONIC PROVISION
5.1 After successful payment and acceptance of the order, the license key is provided electronically without undue delay. In the case of an approved B2B purchase on account, provision takes place after acceptance of the order, unless agreed otherwise.
5.2 The license key is sent to the e-mail address provided when placing the order and can be retrieved in the customer portal. The software can be downloaded via the download area specified on the website or in the customer portal.
5.3 Provision is deemed to have been made as soon as the license key or the means necessary for access or download is available to the customer.
5.4 The customer is obliged to provide a correct and reachable e-mail address and also to check the spam folder. An incorrect e-mail address must be notified to OffPrism without undue delay.
5.5 If the software or the license key is not provided, the customer can request OffPrism to provide it at info@offprism.com. The statutory rights due to failure to provide remain unaffected.
6. FREE TRIAL VERSION
6.1 Insofar as offered for an application, it can be tested free of charge for 14 days. The trial period begins with the first activation of the trial version, unless stated otherwise upon activation.
6.2 No payment data are required for the trial version. The trial version ends automatically and is not automatically converted into a paid contract.
6.3 The trial version serves to check the functions and compatibility of the software. There is no entitlement to repeated free trial periods.
6.4 Unless technically stated otherwise, the trial version has the described range of functions of the software. Temporal or technically necessary restrictions of the trial version remain permissible.
6.5 The license, copyright and usage restrictions of these conditions apply accordingly to trial versions.
7. RIGHT OF USE AND DEVICE BINDING
7.1 Upon full payment, the customer receives a simple, non-exclusive and – subject to mandatory statutory transfer rights – non-transferable right of use to the acquired software. In the case of an approved B2B purchase on account, the right of use is granted only revocably until full payment; a block due to default of payment requires a reminder and a reasonable payment period, unless otherwise provided by law.
7.2 The right of use may be exercised for one's own private or professional purposes. In the case of a business customer, the software may be used by its employees and agents exclusively for the purposes of the business customer.
7.3 A single license entitles activation and use on one device. A volume license entitles use on the number of devices or workstations specified during the ordering process.
7.4 The activation is device-bound. To switch to another device, an existing activation must be released via the software or the customer portal. After successful activation, the application can as a matter of principle also be used offline, insofar as the product description does not provide otherwise.
7.5 The customer may make the installation and backup copies necessary for contractual use.
7.6 In particular, the following are not permitted
- use on more devices or workstations than licensed;
- passing on or making the license key publicly available;
- renting, lending or sublicensing the software;
- circumventing activation, copy protection or access restrictions;
- reproduction or distribution beyond the agreed license scope;
- modifying, decompiling or reverse-engineering the software, insofar as this is not expressly permitted by mandatory law;
- using the software or the license system for unlawful purposes.
7.7 Mandatory statutory rights to program analysis, interoperability, error correction or resale of a permanently acquired software license remain unaffected.
7.8 Insofar as a transfer of the license is permissible under mandatory law, the previous licensee must cease their use entirely, delete all remaining copies and transfer the full license scope to the acquirer. OffPrism may require suitable proof in order to technically reassign the license key.
8. SOFTWARE VERSIONS, UPDATES AND SUPPORT
8.1 The license applies to the acquired main version. Larger new main versions may be offered separately and be subject to a charge.
8.2 OffPrism provides consumers with those updates, including security updates, that are necessary to maintain the legally owed conformity of the software for the legally decisive period.
8.3 The customer should install provided security-relevant updates or updates necessary for error correction within a reasonable time. OffPrism is not liable for an error caused solely by the failure to install only if the customer was duly informed about the update, the consequences of non-installation and the installation.
8.4 There is an entitlement to new functions or compatibility with future operating systems, devices or third-party products not yet available at conclusion of the contract only if this was expressly promised or is required by law.
8.5 Technical support is offered via info@offprism.com. Unless expressly agreed otherwise, there is no entitlement to specific response or recovery times.
8.6 Maintenance work on the customer portal or activation system may be temporarily necessary. Already activated applications remain as a matter of principle unaffected by this, insofar as they are intended for offline use.
8.7 Should the activation service be permanently discontinued, OffPrism will take reasonable technical measures so that properly acquired perpetual licenses can continue to be used as far as technically and legally possible, for example through an alternative or no longer server-bound activation.
9. STATUTORY CONFORMITY AND DEFECT RIGHTS
9.1 For consumers, the mandatory statutory provisions on contracts for the supply of digital content and digital services apply.
9.2 Upon provision, the software must in particular correspond to the agreed description, type, quantity, quality, functionality, compatibility and security and possess the characteristics that a consumer can reasonably expect. A trial version or preview provided before conclusion of the contract must be taken into account in the assessment.
9.3 In the case of a lack of conformity, the consumer can initially demand the free establishment of the contractual condition within a reasonable time and without significant inconvenience, insofar as this is not impossible or disproportionate.
9.4 If the contractual condition is not properly established, if the establishment is impossible or disproportionate, if the defect recurs or if the defect is sufficiently serious, the consumer can, in accordance with the applicable law, demand a reasonable price reduction or terminate the contract.
9.5 The statutory rules on the burden of proof and limitation periods remain unaffected. The same applies to statutory claims due to failure to provide and to the obligation to provide necessary updates.
9.6 For error analysis, the consumer must cooperate only to the legally reasonable and necessary extent. In doing so, the technically available means that are least intrusive for the consumer are to be used.
9.7 For entrepreneurs, the defect rights are governed by the applicable law. Entrepreneurs must notify recognisable defects in a comprehensible form within a reasonable time after discovery, insofar as legally permissible.
10. OBLIGATIONS OF THE CUSTOMER
10.1 The customer is responsible for setting up a compatible and sufficiently protected system.
10.2 Before installing, updating or using the software, the customer should create reasonable backup copies of important data.
10.3 The customer is themselves responsible for possessing the necessary rights to music, image, video, plugin or other content that is processed with the software. The acquisition of the software does not confer any rights to third-party content.
10.4 Access data, order numbers and license keys are to be protected from unauthorised access. Suspected misuse must be notified to OffPrism without undue delay.
10.5 These obligations do not restrict any mandatory statutory consumer rights.
11. RIGHT OF WITHDRAWAL FOR CONSUMERS
11.1 In the case of distance contracts, consumers are as a matter of principle entitled, in accordance with the applicable law, to a right of withdrawal of 14 days from conclusion of the contract. Details can be found in the separate cancellation policy at offprism.com/withdrawal.
11.2 The right of withdrawal for digital content that is not provided on a physical data carrier expires before the end of the withdrawal period only if:
- the consumer has expressly agreed that OffPrism begins performance of the contract before the end of the withdrawal period;
- the consumer has confirmed that they are aware that, by doing so, they lose their right of withdrawal once performance of the contract begins;
- OffPrism has provided the consumer with a confirmation of the contract including this consent and acknowledgement on a durable medium; and
- OffPrism has subsequently begun performance of the contract.
11.3 Performance of the contract begins in particular with the provision of the license key or another means that enables access to the paid software.
11.4 Without the required express consent and acknowledgement, the right of withdrawal does not expire merely because a license key or download has been provided.
11.5 Withdrawal can be exercised in particular via the online withdrawal function provided at offprism.com/withdrawal or by an unequivocal statement to info@offprism.com or to the postal address stated in Section 1.
11.6 In the case of an effective withdrawal, the payments received are refunded without undue delay and at the latest within 14 days from receipt of the withdrawal. For the refund, as a matter of principle the same means of payment is used that was used when placing the order.
11.7 After an effective withdrawal or a termination of the contract, the customer must cease use and delete existing copies. OffPrism may deactivate the license key.
11.8 Entrepreneurs are not entitled to a statutory consumer right of withdrawal.
12. BLOCKING AND TERMINATION DUE TO BREACHES OF CONTRACT
12.1 The temporally unlimited right of use cannot be terminated by ordinary notice.
12.2 OffPrism may block a license or terminate the license contract for good cause if the customer significantly breaches these conditions, in particular distributes a license key without authorisation, circumvents activation restrictions or reverses the owed payment without justification.
12.3 Insofar as the breach is remediable, OffPrism will as a matter of principle set a reasonable period for remedy before the blocking or termination. This does not apply in the case of serious misuse, fraud, a security threat or where an immediate measure is legally required.
12.4 Statutory rights of the customer, in particular due to failure to provide or lack of conformity, remain unaffected.
13. LIABILITY
13.1 OffPrism is liable in accordance with the statutory provisions for intent, gross negligence, damage arising from injury to life, body or health, fraudulent conduct, expressly assumed guarantees and other liability that may not be excluded or limited by law.
13.2 In the case of slightly negligent breach of an essential contractual obligation, liability is – insofar as legally permissible – limited to the damage typically foreseeable at conclusion of the contract. Essential contractual obligations are those whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely.
13.3 Mandatory statutory rights of consumers, in particular the rights in the case of failure to provide or lack of conformity of digital content, are not restricted by this section.
13.4 OffPrism is not liable for content of the customer or for legal infringements arising solely from an unlawful or contractual breach of use of the software by the customer.
13.5 Insofar as the software cooperates with products or services of third parties, OffPrism is not responsible for changes to or the discontinuation of such third-party products. An expressly promised compatibility and mandatory statutory rights remain unaffected.
14. THIRD-PARTY RIGHTS AND OPEN SOURCE COMPONENTS
14.1 The software, user interface, documentation, trademarks and other components are protected by copyright and further intellectual property rights.
14.2 Insofar as the software contains open source components or other third-party components, their license conditions apply additionally. These take precedence for the respective affected component insofar as their application is mandatory.
14.3 Through the use of the software, OffPrism acquires no rights to the music, image, video or other files processed by the customer.
15. DATA PROTECTION
Personal data are processed in accordance with the privacy policy at offprism.com/privacy and the applicable data protection laws. This concerns in particular order, payment, portal and activation data.
16. EXPORT CONTROL AND TERRITORIAL RESTRICTIONS
16.1 The use and provision of the software may be subject to statutory export controls, economic sanctions or other trade restrictions.
16.2 OffPrism may refuse orders or suspend a provision insofar as this is necessary to comply with mandatory statutory requirements.
16.3 Statutory refund and consumer rights remain unaffected.
17. COMPLAINTS AND OUT-OF-COURT DISPUTE RESOLUTION
17.1 Complaints can be directed to info@offprism.com. OffPrism endeavours to achieve a direct and prompt resolution.
17.2 Information on alternative dispute resolution in Romania is provided by the Autoritatea Națională pentru Protecția Consumatorilor (ANPC) at anpc.ro and reclamatiisal.anpc.ro.
17.3 Participation in a specific out-of-court procedure takes place insofar as it is required by law or agreed in the individual case.
18. APPLICABLE LAW AND PLACE OF JURISDICTION
18.1 The substantive law of Romania applies, excluding its conflict-of-law provisions and the UN Convention on Contracts for the International Sale of Goods.
18.2 With respect to consumers, this choice of law applies only insofar as it does not deprive the consumer of the protection of mandatory provisions of the state in which they have their habitual residence.
18.3 For consumers, the statutory international and local places of jurisdiction apply. In particular, statutory rights of a consumer to bring an action at their place of residence are not restricted.
18.4 For contracts with entrepreneurs, the competent courts in Brașov, Romania, have exclusive jurisdiction, insofar as legally permissible.
19. FINAL PROVISIONS
19.1 Decisive is the version of these conditions valid at conclusion of the contract. Subsequent changes do not have a retroactive effect on perpetual licenses already acquired.
19.2 Should a provision of these conditions be wholly or partially ineffective, the remaining provisions remain effective. The statutory provisions take the place of the ineffective provision.