By using any of our ser­vices and prod­ucts (we refer to these sim­ply as "Ser­vices"), you acknowl­edge our fol­low­ing Terms of Ser­vice as legal bind­ing agree­ment between you, or the organ­i­sa­tion on whose behalf you are act­ing, and SHORELESS Limited ("SHORELESS"). Please read them care­fully.

As our Ser­vices are very diverse, some­times addi­tional agree­ments, soft­ware licenses, terms or require­ments may apply. They will be avail­able with the rel­e­vant Ser­vices or indi­vid­u­ally nego­ti­ated accord­ing to your require­ments. Any those addi­tional agree­ments and terms become part of your agree­ment with us, if you use such Ser­vices.

 

1 General

 

1.1 Scope of Contracts, Validity and Alterations

These Gen­eral Terms of Ser­vice (here­inafter referred to as "ToS") of SHORELESS Limited ("SHORELESS") shall apply to all busi­ness rela­tion­ships with cus­tomers who are entre­pre­neurs, a legal per­son under pub­lic law or spe­cial funds under pub­lic law ("Client").

These ToS shall be valid in par­tic­u­lar for con­tracts con­cern­ing con­sult­ing and soft­ware devel­op­ment ser­vices, the sale and/or the sup­ply of soft­ware, web host­ing and cloud ser­vices, as well as soft­ware and hard­ware leas­ing (col­lec­tively referred to as "Ser­vices"), irre­spec­tive of whether SHORELESS pro­vides the Ser­vices itself or obtains them from third-party busi­ness part­ners or sup­pli­ers. They shall be applic­a­ble also in their respec­tive ver­sion and pro­vi­sions for future con­tracts con­cluded with the same Client, with­out SHORELESS hav­ing to expressly refer to the ToS in every sin­gle case. SHORELESS shall promptly notify the Client of any changes to the ToS.

These ToS apply exclu­sively. Any devi­at­ing, con­tra­dic­tory or sup­ple­men­tary gen­eral terms or con­di­tions of the Client shall become a con­trac­tual part only, if and to the extent that SHORELESS has expressly con­sented in writ­ing.

Indi­vid­ual agree­ments made with the Client in indi­vid­ual cases take prece­dence over these ToS. The con­tent of such agree­ments is sub­ject to a writ­ten agree­ment or SHORELESS's writ­ten con­fir­ma­tion.

Legal state­ments and notices which are to be given to SHORELESS by the Client after the con­clu­sion of the con­tract (such as set­ting of dead­lines, noti­fi­ca­tions of defects, with­drawal dec­la­ra­tions, etc.) require the writ­ten form to be effec­tive.

 

1.2 Quotation and Conclusion of Contract / Binding Force of the Order

Quo­ta­tions of SHORELESS shall, espe­cially regard­ing prices, quan­ti­ties, deliv­ery dead­lines, avail­abil­ity and ancil­lary ser­vices, be sub­ject to change and non-bind­ing, unless they are expressly marked as being bind­ing or show a defined dead­line of accep­tance. This shall be applic­a­ble also, if and when SHORELESS has pro­vided the Client with tech­ni­cal doc­u­men­ta­tions (such as plans, cal­cu­la­tions, etc.), soft­ware pro­to­types, test soft­ware and other prod­uct descrip­tions or doc­u­ments. SHORELESS shall retain all rights includ­ing, but not lim­ited to, title and copy­right in regard to all infor­ma­tion and doc­u­ments made avail­able to the Client.

An order placed by the Client by phone, email, fax, mail, or sim­i­lar means of com­mu­ni­ca­tions shall be con­sid­ered a bind­ing con­trac­tual offer. SHORELESS shall reserve the right to accept this offer within 14 days in order to check the cur­rent avail­abil­ity of the Ser­vices ordered. Con­firm­ing receipt of the order by email, fax or phone shall not be deemed to con­clude the con­tract. The offer of the Client shall not be accepted and the con­tract shall not be con­cluded until SHORELESS sends an explicit order con­fir­ma­tion by email, fax or mail, or exe­cutes the con­tract within the accep­tance period.

 

1.3 Service Descriptions in Websites, Catalogues and Advertisements

Infor­ma­tion pro­vided by SHORELESS on its stan­dard Ser­vices and their pre­sen­ta­tion (e.g. images, test soft­ware, pro­to­types, prac­ti­cal val­ues and other Ser­vice descrip­tions) on the web­sites of SHORELESS, in cat­a­logues, and in adver­tis­ing media shall be deemed approx­i­mately author­i­ta­tive only, unless its applic­a­bil­ity for the con­trac­tu­ally envis­aged pur­pose requires pre­cise con­for­mity. Such pre­sen­ta­tions are not guar­an­teed char­ac­ter­is­tics and fea­tures, but rather gen­eral descrip­tions and labels that may change at any time.

 

1.4 Custom Software Development

The basis for Cus­tom Soft­ware Devel­op­ment Ser­vices is the writ­ten Soft­ware Fea­tures Descrip­tion and accord­ing Accep­tance Cri­te­ria, which may be pro­vided by the Client or cre­ated by SHORELESS within the scope of its paid con­sult­ing ser­vices. The Client shall have to inform SHORELESS in a com­pre­hen­si­ble way about the soft­wares' envis­aged pur­poses of use, tech­ni­cal require­ments, pos­si­ble spe­cial fea­tures required and, as the case may be, give a spe­cial pro­cess­ing instruc­tion of the work­flows the soft­ware may sup­port. The infor­ma­tion fur­nished by the Client shall author­i­ta­tively deter­mine the Soft­ware Fea­tures Descrip­tion and Accep­tance Cri­te­ria, and thus the nom­i­nal con­di­tion of the cus­tom-made Soft­ware.

Cus­tom-made Soft­ware and Soft­ware cus­tomiza­tions require a writ­ten Accep­tance Dec­la­ra­tion not later than 14 days after SHORELESS deliv­ered the Soft­ware to the Client for test­ing. The Client is respon­si­ble for con­duct­ing any test­ing of the deliv­ered Cus­tom Soft­ware sub­ject to the Soft­ware Fea­tures Descrip­tion and any applic­a­ble Accep­tance Cri­te­ria agreed on by the Client and SHORELESS before the tests take place. If the Client fails to test the Cus­tom Soft­ware within these 14 days, the tests will be deemed to have occurred and the Cus­tom Soft­ware accepted by the end of the 14 days period. Unless oth­er­wise agreed on, the Client shall not use the Cus­tom Soft­ware before its accep­tance except to com­plete the tests. If the Client uses the Cus­tom Soft­ware in live com­mer­cial use, accep­tance of the tests will be deemed to have occurred.

Within the scope of Agile soft­ware devel­op­ment, the client may have to review pro­ject progress and accept sin­gle fea­tures out of the Soft­ware Fea­tures Descrip­tion at the end of each iden­ti­fied devel­op­ment cycle, which may occur at a shorter fre­quency of not less than seven days. For this pur­pose, SHORELESS will deliver an usable and testable Soft­ware incre­ment, and shall inform the Client about the com­ple­tion of such Soft­ware incre­ment and the required period of exam­i­na­tion. If the Client does not review the func­tion­al­i­ties of the Soft­ware incre­ment within the exam­i­na­tion period, and SHORELESS needs to tem­porar­ily sus­pend its devel­op­ment work while wait­ing for accord­ing feed­back, upon agreed on deliv­ery or per­for­mance due dates shall be extended by the period of the inter­rup­tion plus an appro­pri­ate start-up period.

SHORELESS will use any com­mer­cially rea­son­able efforts to promptly resolve any defects and defi­cien­cies. If the Client rea­son­ably deter­mines a deliv­ered Cus­tom Soft­ware does not mate­ri­ally com­ply with the Soft­ware Fea­tures Descrip­tion, it must pro­vide its rea­sons to SHORELESS in writ­ing within 14 days of the soft­ware being made avail­able for Client test­ing, and a new Accep­tance Dec­la­ra­tion is required after the defi­cien­cies have been resolved. The Client is not enti­tled to reject the Accep­tance of Cus­tom Soft­ware due to minor defects.

 

1.5 Non-Availability of Services after Contract Conclusion, Force Majeure

If after con­tract con­clu­sion it becomes appar­ent that the ordered Ser­vices are not avail­able at SHORELESS, due to the lack of being sup­plied itself with addi­tional com­po­nents, ser­vices or infor­ma­tion, SHORELESS shall be enti­tled to can­cel the con­tract, unless it will be in a posi­tion to obtain a replace­ment within a rea­son­able time. SHORELESS shall inform the Client that the Ser­vices will not be avail­able on time and exe­cute the intended can­cel­la­tion promptly. In the case of can­cel­la­tion, return ser­vices ren­dered by the Client shall be reim­bursed with­out delay.

SHORELESS shall not be liable for impos­si­bil­ity of deliv­ery or for other deliv­ery delays, if these have been caused by Force Majeure or other events unfore­see­able at the time of the con­tract con­clu­sion which SHORELESS is not respon­si­ble for (e.g. oper­at­ing dis­rup­tions of all kinds, dif­fi­cul­ties in procur­ing com­po­nents or power, trans­port delays, strikes, law­ful lock­outs, etc.). If such events sig­nif­i­cantly obstruct the deliv­ery or ser­vice on the part of SHORELESS or ren­der them impos­si­ble, and if the obstruc­tion is not of a tran­sient nature, SHORELESS shall be enti­tled to with­draw from the con­tract. If the delay is per­ceived to be of a tran­sient nature, the deliv­ery or sup­ply period is deemed to be extended by the same period as the obstruc­tion plus an appro­pri­ate start-up period.

The rights of the Client under sec­tion 1.10 of these ToC and SHORELESS's legal rights shall, espe­cially in the case of the exclu­sion of the per­for­mance oblig­a­tion (impos­si­bil­ity or unrea­son­able­ness of per­for­mance and/or sup­ple­men­tary per­for­mance) remain unaf­fected.

 

1.6 Duration of Fixed-Term Contracts

Fixed-term con­tracts for soft­ware devel­op­ment and con­sult­ing ser­vices, the use of cloud ser­vices, as well as for soft­ware and/or hard­ware leas­ing, come into effect upon the sign­ing of the Client and SHORELESS, or the com­mence­ment of the Ser­vice by SHORELESS upon receipt of the Clients' order.

Unless oth­er­wise agreed in writ­ing, con­tracts for the use of web host­ing and cloud ser­vices, as well as for soft­ware and/or hard­ware leas­ing ("Fixed-Term Con­tracts") shall be con­cluded for one year ("Basic Term"), and shall be auto­mat­i­cally renewed every year for an addi­tional year ("Renewal Term"), unless and until the Fixed-Term Con­tract has been ter­mi­nated in writ­ing by the Client or SHORELESS with a term of notice of one month to the end of the Basic or Renewal Term. Any and all applic­a­ble charges and fees of SHORELESS shall be non-refund­able and are due and payable by the Client upfront in advance.

Each con­trac­tual part­ner is enti­tled to ter­mi­nate a Fixed-Term Con­tract pre­ma­turely in writ­ing and with­out term of notice for impor­tant rea­sons. An impor­tant rea­son is in par­tic­u­lar, if the respec­tive other con­trac­tual part­ner, in spite of a writ­ten warn­ing and threat of ter­mi­na­tion, vio­lates essen­tial oblig­a­tions aris­ing from the con­tract, or if any pro­ceed­ing for insol­vency or bank­ruptcy is insti­tuted by or against the con­tract­ing part­ner, or equiv­a­lent pro­ceed­ings pro­vided by the laws apply­ing to his busi­ness are ini­ti­ated or rejected for lack of assets, or the ser­vices of the other party have been sus­pended for a period of more than three months as a result of force majeure.

SHORELESS is also enti­tled to ter­mi­nate Fixed-Term Con­tracts pre­ma­turely if impor­tant para­me­ters of the Ser­vices have changed and SHORELESS can no longer be expected to con­tinue the Ser­vices from an eco­nomic point of view.

 

1.7 Prices and Payment Terms

Unless oth­er­wise agreed in spe­cific instances, the applic­a­ble SHORELESS Ser­vice Fees, Prices and Rates in effect at con­tract con­clu­sion shall apply. Unless oth­er­wise indi­cated, the ser­vice fees, prices and rates are net prices and do not include any applic­a­ble export fees (for exam­ple, cus­toms and other fees), taxes, or ship­ping and deliv­ery costs which may arise.

Unless oth­er­wise agreed and in occur­rence of changed prices for raw mate­ri­als (for exam­ple, soft­ware license fees, copy­right mate­r­ial, hard­ware, etc.), wages, costs of dis­tri­b­u­tion, cur­rency exchange rate changes, or other costs and charges, rea­son­able price changes to SHORELESS Ser­vice Fees, Prices and Rates shall remain reserved for Ser­vices ren­dered six months or more after con­tract con­clu­sion. In case of such price change exceed­ing more than 20% p.a., the Client shall have the right to with­draw from the con­tract. Price changes of less than or equal to 20% per year shall be deemed accepted by the Client auto­mat­i­cally.

For financ­ing pur­poses SHORELESS shall have the right to assign due claims against the Client to a fac­tor­ing com­pany, pay­ment providers, or debt col­lec­tion agen­cies. In such a case, the assign­ment will be noti­fied of in the invoice or late pay­ment notices. In such event, the Client shall be obliged to make the pay­ments solely to the payee stated in the invoice or late pay­ment notices. Any such pay­ments ren­dered to SHORELESS may not be con­sid­ered a ful­fill­ment of the Clients' pay­ment oblig­a­tions.

Unless oth­er­wise agreed in writ­ing, full pay­ment shall be due imme­di­ately upon receipt of any invoice from SHORELESS and has to be con­ducted not later than 14 days from due date with­out deduc­tion.

The Client is in default of pay­ment 14 days after receipt of the invoice, with­out the need for an addi­tional reminder by SHORELESS. Default­ing amounts are sub­ject to a late pay­ment fee of 10% p.a., but not less than HKD 125.00 per dun­ning pro­ce­dure. SHORELESS reserves the right to assert fur­ther dam­ages caused by pay­ment delays and to refer pay­ments that are over­due for more than 21 days to a debt col­lec­tion agency. All costs and fees incurred to recover the owed amounts are payable by the Client.

In the event of non-com­pli­ance with two install­ments for par­tial pay­ments, SHORELESS is enti­tled to assert term loss dam­ages and set all cur­rent con­tracts of the Client due.

SHORELESS incurs expenses prior to invoic­ing the Client. The Clients' com­pli­ance with agreed pay­ment dates and SHORELESS's terms of pay­ments con­sti­tutes an essen­tial con­di­tion for the deliv­ery of Ser­vices or ful­fill­ment of con­tracts by SHORELESS. Fail­ure to com­ply with the agreed pay­ments enti­tles SHORELESS to post­pone or cease the ongo­ing work on all con­tracts with the Client and to with­draw from the con­tracts. Pro­ject due dates will be extended in line with related post­pone­ment times plus appro­pri­ate start-up peri­ods. All asso­ci­ated costs and an even­tual loss of prof­its are payable by the Client.

The Client is not enti­tled to with­hold pay­ments due to partly deliv­ered prod­uct and soft­ware incre­ments, war­ranty claims, or minor defects and com­plaints.

 

1.8 Copyright and Use

Unless oth­er­wise agreed, all copy­rights to Ser­vices pro­vided by SHORELESS, in par­tic­u­lar to cus­tom soft­ware cre­ated, plu­g­ins, add-ons and exten­sions for stan­dard soft­ware, spec­i­fi­ca­tions, doc­u­men­ta­tion, etc., is reserved to SHORELESS or its licen­sors.

After pay­ment of the applic­a­ble fees, prices and rates, the Client receives the exclu­sive right to use these Ser­vices for the upon agreed pur­poses and - if applic­a­ble - to the extent of the acquired num­ber of licenses for simul­ta­ne­ous use in sev­eral work­places, server envi­ron­ments or in sev­eral pro­grams. The Client only acquires a right of use.

With­out the explicit writ­ten approval of SHORELESS or accord­ing writ­ten agree­ments between SHORELESS and the Client, any dis­sem­i­na­tion of SHORELESS Ser­vices and prod­ucts by the Client, whether for com­mer­cial pur­poses or free of charge, as well as the re-use in third-party prod­ucts is for­bid­den under copy­right law.

The Clients' involve­ment in Cus­tom Soft­ware Devel­op­ment does not give rise to any rights beyond the use spec­i­fied in the con­tract.

Any infringe­ment of SHORELESS's copy­rights will result in claims for dam­ages, in which case the per­pe­tra­tor will be held fully respon­si­ble.

The Client is obliged to take suit­able pre­cau­tions in order to pro­tect SHORELESS's copy­rights and pre­vent unau­tho­rized third par­ties from access to and use of deliv­ered hard­ware and soft­ware, asso­ci­ated mate­r­ial and other imma­te­r­ial com­po­nents.

 

1.9 Warranty, Maintenance and Changes

SHORELESS guar­an­tees that the Ser­vices pro­vided by SHORELESS have been cre­ated and pre­pared with the nec­es­sary care and exper­tise. How­ever, the Client acknowl­edges that accord­ing to the cur­rent state of the art, the com­plete exclu­sion of defects and soft­ware errors is not pos­si­ble.

Noti­fi­ca­tions of defects and errors relat­ing to soft­ware and/or hard­ware sup­plied by SHORELESS are valid only, if they are well-doc­u­mented in writ­ing and relate to defects and errors repro­ducible by SHORELESS.

In the case of war­ranty, cor­rec­tion and improve­ment take prece­dence over price reduc­tion or con­ver­sion. In the case of a jus­ti­fied com­plaint, the defects or errors are reme­died within a rea­son­able period of time, whereby the Client allows SHORELESS all nec­es­sary mea­sures for their inves­ti­ga­tion and cor­rec­tion. The pre­sump­tion of defec­tive­ness is excluded.

If SHORELESS is not able to repro­duce a defect or error, or the Client does not ful­fill its oblig­a­tion to coop­er­ate in their analy­sis to the extent required by SHORELESS, then SHORELESS is not required to rem­edy the defect or error.

Fur­ther­more, SHORELESS assumes no respon­si­bil­ity for errors, mal­func­tions or dam­age result­ing from improper use, changed sys­tem com­po­nents, non-cer­ti­fied third-party soft­ware, changed inter­faces and para­me­ters, use of unsuit­able means of hard­ware, stor­age media and envi­ron­ment set­tings where such are pre­scribed, or any other abnor­mal oper­at­ing con­di­tions.

Soft­ware and/or hard­ware cre­ated and/or sup­plied by SHOR­LESS is not designed for appli­ca­tions where soft­ware errors or errors in data pro­cess­ing with the sup­plied soft­ware and/or hard­ware could lead to death, per­sonal injury, or seri­ous mate­r­ial or envi­ron­men­tal dam­ages.

The Client agrees to accept respon­si­bil­ity to check soft­ware and/or hard­ware deliv­ered by SHORELESS for their suit­abil­ity, appro­pri­ate­ness and fit­ness for the intended use, and to indem­nify SHORELESS from any claims and actions of third par­ties that are founded in the non-suit­abil­ity or non-appro­pri­ate­ness of the soft­ware and/or hard­ware and the data processed with it.

The bur­den of proof rever­sal shall be excluded, so that SHORELESS is not obliged to proof its inno­cence for defects and errors.

 

1.10 Liability

In accor­dance with the statu­tory pro­vi­sions, SHORELESS shall be liable for dam­ages result­ing from Ser­vices pro­vided by SHORELESS only, if intent or gross neg­li­gence is proven. Lia­bil­ity for slight neg­li­gence is excluded.

Com­pen­sa­tion for con­se­quen­tial dam­age, pecu­niary loss (both gen­uine and non-gen­uine pecu­niary loss) and the reim­burse­ment of indi­rect dam­age is excluded to the extent per­mit­ted by law. This includes, among oth­ers, the fol­low­ing dam­ages (the list is exem­plary, but not com­plete):

  • not achieved sav­ings,
  • loss of inter­est gains,
  • dam­age from third party claims,
  • lost prof­its,
  • costs asso­ci­ated with busi­ness inter­rup­tions, or
  • dam­age and costs due to data loss.

Under no cir­cum­stances, SHORELESS shall be liable for dam­ages aris­ing from events unfore­see­able (e.g. "Force Majeure") or of which SHORELESS is not respon­si­ble for (e.g. oper­at­ing dis­rup­tions of all kinds, dif­fi­cul­ties in procur­ing com­po­nents or power, trans­port delays, strikes, law­ful lock­outs, etc.).

Jus­ti­fied claims for dam­ages of the Client can only be asserted in court within six months after knowl­edge of the dam­age, but at the lat­est within two years after the event giv­ing rise to the claim.

The Client has to prove that the dam­age was caused by SHORELESS.

SHORELESS has taken all rea­son­able pre­cau­tions to ensure that the data and/or infor­ma­tion dis­played in the soft­ware solu­tions sup­plied is accu­rate and cor­rect. How­ever, SHORELESS assumes no war­ranty and/or lia­bil­ity for mate­r­ial or legal defects of the data and/or infor­ma­tion, in par­tic­u­lar not for their cor­rect­ness, free­dom from errors, usabil­ity and/or free­dom from third party rights.

In accor­dance with SHORELESS's Web­site Terms of Use, SHORELESS assumes no war­ranty and/or lia­bil­ity for SHORELESS Web­sites, elec­tron­i­cally trans­mit­ted data, or the servers trans­mit­ting these Web­sites and data being free of viruses and/or other destruc­tive ele­ments. SHORELESS has taken all rea­son­able care to ensure that the Web­sites and data and the servers have been free of viruses and/or other destruc­tive ele­ments at the time of trans­mis­sion.

The lia­bil­ity for the loss of data is not entirely excluded. How­ever, the lia­bil­ity for the restora­tion of the data is lim­ited to a max­i­mum of 10% of the con­tract sum, but a max­i­mum of HKD 5,000.00 per claim. For what­ever legal rea­son, SHORELESS shall not be liable for any war­ranty claims and claims for dam­ages other than those spec­i­fied in these ToS.

SHORELESS takes all rea­son­able mea­sures and pre­cau­tions to pro­tect the data and infor­ma­tion of the Client stored at the loca­tions of SHORELESS and its affil­i­ates against the unau­tho­rized access of third par­ties. SHORELESS, how­ever, does not war­rant and/or accept any lia­bil­ity what­so­ever for third par­ties to unlaw­fully gain access to the data and infor­ma­tion, for exam­ple, to steal, alter, or delete the Clients' data through the SHORELESS net­work, enter the Clients' net­works, and/or dis­trib­ute viruses or other mali­cious soft­ware through SHORELESS's servers.

The Client acknowl­edges that it is not pos­si­ble to cre­ate com­pletely error-free soft­ware. There­fore and to the extent per­mit­ted by law, SHORELESS shall not be liable for dam­ages and con­se­quen­tial dam­ages of what­ever nature caused by pro­gram­ming errors, such as, for exam­ple, incor­rectly pre­pared and processed data.

 

1.11 References

The Client autho­rizes SHORELESS to include his name or com­pany name and com­pany logo in a ref­er­ence list, which may also be pub­lished on the SHORELESS Web­sites. This con­sent can be revoked at any time in writ­ing.

 

1.12 SHORELESS, Affiliates and Agents

SHORELESS Limited / 無界科技有限公司 ("SHORELESS") is a pri­vate lim­ited lia­bil­ity cor­po­ra­tion head­quar­tered in Hong Kong, 20th Floor, Cen­tral Tower, 28 Queen's Road, Cen­tral.

SHORELESS is sup­ported world­wide by numer­ous vic­ar­i­ous agents and part­ner com­pa­nies (here­inafter referred to as "Affil­i­ates"). The Affil­i­ates are solely for inter­nal sup­port in favor of SHORELESS. They have no author­ity to rep­re­sent SHORELESS or to con­clude a con­tract for, or on behalf of SHORELESS. The Affil­i­ates do not oper­ate as SHORELESS's process and ser­vice agents, nor are they autho­rized to do so. Except for the reg­is­tered office in Hong Kong, SHORELESS does not accept any seat in any place or office in the world, includ­ing the offices of its Affil­i­ates.

 

1.13 Final Provisions

Unless oth­er­wise agreed and to the fullest extent per­mit­ted by law, these Gen­eral Terms of Ser­vice and any con­tract and busi­ness rela­tion­ship based upon its pro­vi­sions are gov­erned exclu­sively by the law of the Hong Kong Spe­cial Admin­is­tra­tive Region, with­out regard to the con­flict of law pro­vi­sions thereof, even if the con­tract is car­ried out abroad.

To the fullest extent per­mit­ted by law, the Client expressly agrees, that any pro­ceed­ing aris­ing out of or related to Ser­vices pro­vided by SHORELESS shall be insti­tuted in the respon­si­ble courts in the Hong Kong Spe­cial Admin­is­tra­tive Region. If law enforce­ment reg­u­la­tions within the Clients' juris­dic­tion require any such pro­ceed­ing to be set­tled within the Clients' juris­dic­tion, SHORELESS may to its sole dis­cre­tion choose to insti­tute any such pro­ceed­ing within the juris­dic­tion of the Client. No mat­ter the final juris­dic­tion, the Client expressly waives any objec­tion now or there­after to the lay­ing of the venue or the juris­dic­tion of any such pro­ceed­ing.

If any pro­vi­sion of these ToS is found to be invalid, ille­gal or unen­force­able in any respect for any rea­son by any court hav­ing com­pe­tent juris­dic­tion, the inva­lid­ity of such pro­vi­sion shall not affect the valid­ity, legal­ity and enforce­abil­ity of the remain­ing pro­vi­sions of these ToS, which shall remain in full force and effect. No waiver of any of these ToS shall be deemed a fur­ther or con­tin­u­ing waiver of such term or con­di­tion or any other term or con­di­tion. The par­ties to the con­tract shall replace the inef­fec­tive or non-bind­ing pro­vi­sion by an effec­tive and bind­ing pro­vi­sion within the frame­work of the statu­tory pro­vi­sions which, in view of the con­tent and pur­pose of these ToS, has as much effect as the inef­fec­tive, unen­force­able or non-bind­ing pro­vi­sion.

To the fullest extent per­mit­ted by law, the con­trol­ling lan­guage for these ToS is Eng­lish. Any trans­la­tion not stat­ing oth­er­wise has been pro­vided for the Clients' con­ve­nience only. In the event of dis­putes, con­tra­dic­tions or devi­a­tions between the Eng­lish ver­sion and the ver­sion in any other lan­guage, the Eng­lish ver­sion is legally bind­ing. To the Clients' request, SHORELESS will pro­vide a copy of the Eng­lish ver­sion of the ToS.

 

2 Hardware and Software Leasing

 

2.1 Lease Object

SHORELESS pro­vides the respec­tive agreed hard­ware includ­ing asso­ci­ated soft­ware (here­inafter referred to as "Lease Object") to the lessee for the spec­i­fied con­tract period. For the entire dura­tion of the con­tract, SHORELESS com­mits to the lessee the oblig­a­tion to elim­i­nate defects in the Lease Object. For this pur­pose, indi­vid­ual hard­ware com­po­nents of the Lease Object are exchanged a max­i­mum of two (2) times a year.

If dur­ing ongo­ing oper­a­tion the Lease Object proves to be unsuit­able to the lessee due to unfore­see­able cir­cum­stances (for exam­ple spe­cial envi­ron­men­tal con­di­tions), SHORELESS is enti­tled to ter­mi­nate the lease pre­ma­turely and with­out notice. The lessee will be refunded in advance paid leas­ing costs aliquot.

The lessee is enti­tled to use the Lease Object exclu­sively in the con­fig­u­ra­tion deliv­ered to him. If the lessee attaches devices of other man­u­fac­tur­ers to the Lease Object pro­vided by SHORELESS, the war­ranty of SHORELESS extends to the inter­face of the Lease Object only.

For oper­a­tional use, the Lease Object is to be installed exclu­sively in closed and locked cab­i­nets and con­nected to an unin­ter­rupt­ible power sup­ply (UPS). The Lease Object is designed for a max­i­mum ambi­ent tem­per­a­ture of 40°C. SHORELESS accepts no lia­bil­ity for errors and mal­func­tion aris­ing as a result of improper use, changed sys­tem com­po­nents, non-cer­ti­fied third-party soft­ware, changed inter­faces and para­me­ters, use of unsuit­able means of attached devices, stor­age media and envi­ron­ment set­tings where such are pre­scribed, or any other abnor­mal oper­at­ing con­di­tions caused by the lessees' han­dling of the Lease Object.

The lessee is not enti­tled to change the Lease Object or any of its pre-con­fig­u­ra­tion. In the case of such changes, the lessee bears all costs incurred for the restora­tion of the deliv­ery con­di­tion.

The lessee will be granted to use and house the Lease Object for a lim­ited period of time only, but not own­er­ship in the Lease Object. The Lease Object remains the prop­erty of SHORELESS. With the takeover by the lessee or his agent, risks and per­ils with regard to the Lease Object trans­fer to the lessee.

The lessee is not enti­tled to trans­fer the use of the Lease Object to a third party. A trans­fer of the Lease Object to another than the agreed place of use is pro­hib­ited with­out the writ­ten con­sent of SHORELESS.

SHORELESS is enti­tled to take appro­pri­ate tech­ni­cal mea­sures to pro­tect the Lease Object against non-con­trac­tual use.

 

2.2 Duties of the Leaser

The lessee agrees to ensure the intended use of the Lease Object through appro­pri­ate tech­ni­cal and orga­ni­za­tional mea­sures. In any case, the Lease Object must be effec­tively secured against unau­tho­rized start-up. The lessee is obliged to take pre­cau­tions and pro­tec­tive mea­sures to ensure that the Lease Object is not exposed to unau­tho­rized third par­ties.

The lessee must imme­di­ately inform SHORELESS, if the Lease Object has been lost or dam­aged. The lessee is liable for any loss or dam­age to the Lease Object, unless they are due to nor­mal wear and tear when used as intended. SHORELESS is also to be informed, if third par­ties assert any rights to the Lease Object or if enforce­ment is pur­sued.

The lessee is obliged to safe­guard the Lease Object dur­ing the leas­ing period and to pro­tect it from weather and theft. The lessee is advised to take out appro­pri­ate insur­ance.

At any time, the lessee is obliged to pro­vide SHORELESS with infor­ma­tion about the loca­tion and the type of use of the Lease Object. SHORELESS may inspect the Lease Object at any time. The lessee is obliged to allow the inves­ti­ga­tion and to allow access to the place of use or the Lease Object and to take nec­es­sary tech­ni­cal mea­sures or to obtain a nec­es­sary per­mis­sion from third par­ties.

The lessee must imme­di­ately report any dis­tur­bances of the Lease Object, stat­ing the device num­ber, device type and type of fault. The lessee is obliged to doc­u­ment faults in such a way that they can be ver­i­fied. Fur­ther­more, the lessee must allow suf­fi­cient time for main­te­nance work and in these, as far as nec­es­sary, even par­tic­i­pate (demon­stra­tion of errors, access to the Lease Object, etc.).

At the end of the con­tracted leas­ing period, the lessee is oblig­ated at his expense and risk to return all leased equip­ment pro­vided to him to SHORELESS.

 

3 Web Hosting and Cloud Services

 

3.1 License

Sub­ject to com­pli­ance with these terms and applic­a­ble laws, the Client has the right to access and use the SHORELESS Web Host­ing and Cloud Ser­vices.

 

3.2 Scope of Services for Webhosting and Cloud Services

By pur­chas­ing the ordered licenses and rights of use, the Client may use the host­ing and/or web appli­ca­tions ("Server Resources") of SHORELESS in the scope of the acquired licenses and for the dura­tion of the con­tract.

For the dura­tion of the con­tract, and in addi­tion to the right to use the Server Resources dur­ing the term of the con­tract, the Client also acquires the right to the fol­low­ing Ser­vices that SHORELESS pro­vides to the Client:

  • Secur­ing the Clients' data­bases to the con­tracted extent and keep­ing the back­ups in two sep­a­rate loca­tions.
  • Restora­tion of the Clients' data­base back­ups in case of need (e.g. server swap, deleted or manip­u­lated data due to hacker intru­sions, etc.).
  • Main­te­nance of the Server Resources and the soft­ware used. SHORELESS ensures to keep the oper­at­ing sys­tem and soft­ware used to oper­ate the Clients' web appli­ca­tions up-to-date, so that the web appli­ca­tions are as sta­ble and secure as pos­si­ble.
  • Tech­ni­cal sup­port via email. Ques­tions related to our Server Resources are answered by SHORELESS via email and its sup­port chan­nels.
  • SHORELESS ensures to pro­tect the Clients' data as best as pos­si­ble with state-of-the-art secu­rity con­cepts. Data of the Client is encrypted dur­ing its trans­mis­sion to and between SHORELESS Server Resources. The Server Resources are pro­tected by a fire­wall against attacks by hack­ers.

With the order, the Client con­firms his knowl­edge about the func­tional scope of the ordered Server Resources, as the Client was able to get an ade­quate pic­ture of the func­tional scope within a trial period or pre­vi­ous prod­uct pre­sen­ta­tion. By con­clud­ing the con­tract, the Client is enti­tled to use the Server Resources "as-is" in their most cur­rent form.

 

3.3 Availability and Response Times

SHORELESS strives to keep the Server Resources avail­able at all times; how­ever, occa­sional ser­vice inter­rup­tions and out­ages due to main­te­nance or unusual usage of our Server Resources can not be avoided entirely.

The Client acknowl­edges that a 100% avail­abil­ity of all Server Resources is tech­ni­cally not fea­si­ble. How­ever, SHORELESS strives to keep Server Resources as con­stant as pos­si­ble. In par­tic­u­lar, main­te­nance, secu­rity or capac­ity issues, as well as events beyond the con­trol of SHORELESS (such as inter­fer­ence with pub­lic com­mu­ni­ca­tions net­works, power fail­ures, inter­fer­ence with inter­net ser­vice providers, net­work con­ges­tion of the Inter­net, gov­ern­men­tal inter­fer­ence, etc.) may apply tem­po­rary dis­rup­tion or tem­po­rary ces­sa­tion of Server Resources.

Dur­ing reg­u­lar work­ing hours, SHORELESS endeav­ors to pro­vide infor­ma­tion and reply to Client sup­port requests within a delay of not more than 24 hours. How­ever, for orga­ni­za­tional rea­sons SHORELESS can not guar­an­tee reac­tion times.

If required and to the request of the Client, SHORELESS endeav­ors to man­u­ally recover backed-up Client data within one work­ing day. For orga­ni­za­tional rea­sons SHORELESS can not guar­an­tee reac­tion times.

The fre­quency of data back­ups is at the dis­cre­tion of SHORELESS and the backup cycles and reten­tion times agreed with the Client. There can be no assur­ance that web appli­ca­tions and data will always be restored to their last state, but may only be restored to their last saved state.

 

3.4 Rights of the Client to his Data

By trans­mit­ting copy­righted or oth­er­wise pro­pri­etary data to the Server Resources of SHORELESS, the Client grants SHORELESS and its web host­ing Affil­i­ates free of charge the nec­es­sary, non-exclu­sive, world­wide and indef­i­nite rights, to use this data within the nec­es­sary scope for the pur­pose of oper­at­ing the Server Resources and pro­vid­ing its Ser­vices. For exam­ple, for SHORELESS to pro­vide the Server Resources and its Ser­vices, the data must be trans­ferred to, stored on and hosted by servers owned by SHORELESS and/or server host­ing providers. The right of use there­fore includes in par­tic­u­lar the right to repro­duce the con­tents tech­ni­cally.

Upon con­clu­sion of the con­tract, the Client con­sents that the data from his busi­ness case may also be trans­mit­ted to Affil­i­ates and sub­con­trac­tors who are involved in the exe­cu­tion of his order, for exam­ple to a server host­ing provider or data backup cen­ters.

 

3.5 Confidentiality in Web Hosting and Cloud Services

Each party to the con­tract war­rants to the other that all busi­ness secrets brought to its knowl­edge by the other in con­nec­tion with the con­tract and its exe­cu­tion will be treated as such and not made acces­si­ble to third par­ties, unless they are gen­er­ally known, or the recip­i­ent has pre­vi­ously been given no oblig­a­tion to main­tain secrecy, or have been dis­closed to the recip­i­ent by a third party with­out a secrecy oblig­a­tion, or have evi­dently been devel­oped inde­pen­dently by the recip­i­ent, or are to be dis­closed on the basis of a final admin­is­tra­tive or judi­cial deci­sion.

Sub­con­trac­tors affil­i­ated with SHORELESS shall not be regarded as third par­ties in the sense of secrecy inso­far, as they are sub­ject to a com­pa­ra­ble con­fi­den­tial­ity oblig­a­tion with SHORELESS.

The Client is expressly pro­hib­ited from pro­vid­ing access data, screen­shots, print­outs, source codes or other Server Resources-related infor­ma­tion to com­pa­nies that are in com­pe­ti­tion with SHORELESS. This applies to the dura­tion for trial peri­ods and prod­uct demon­stra­tions, as well as for the entire dura­tion of the con­tract.