General Terms and Conditions (GTC)

of Soft & Cloud GmbH

as of October 1st, 2025

§ 1 Scope of Application

(1) These General Terms and Conditions (GTC) apply to all contracts for the purchase of used Microsoft volume licenses between Soft & Cloud GmbH (hereinafter “Seller”) and its commercial customers.

(2) Sales are made exclusively to business customers as defined in Section 14 of the German Civil Code (BGB). Consumers as defined in Section 13 of the German Civil Code (BGB) are excluded from purchasing.

§ 2 Subject Matter of the Contract

(1) The subject matter of this agreement is the transfer, for a fee, of used Microsoft volume licenses, specifically for products such as Office, Windows Server, and SQL Server..

(2) Licenses are delivered exclusively in digital form via the Seller’s license portal. Physical delivery is not available.

(3) The seller will provide the customer with the documentation required for licensing (e.g., uninstallation confirmations), activation keys, and, if applicable, ISO installation files..

§ 3 Legal Status of the Seller

(1) The seller is not a certified Microsoft partner and operates independently of Microsoft.

(2) The licenses originate from legitimate sources within the EU, have been completely uninstalled by the previous owner, and are in accordance with the case law of the Court of Justice of the European Union (including, among others, Case C-128/11 – UsedSoft).

(3) The contract does not include software assurance or any other support services provided by the manufacturer.

§ 4 Rights of Use

(1) Upon full payment of the fee, the customer shall be granted a simple, non-exclusive right to use the purchased licenses on a permanent basis within the EU or the EEA.

(2) Downgrade rights apply to the extent that they are granted by Microsoft product terms or agreements.

(3) The customer agrees to use the licenses only in accordance with applicable laws and the terms of this agreement, and in particular not to make any unauthorized copies or resell them.

§ 5 Terms of Payment and Retention of Title

(1) The invoice amount is due for payment without deduction within 14 calendar days of the invoice date.

(2) Until full payment has been made, all rights of use and supporting documents shall remain the property of the seller.

§ 6 Warranty and Liability

(1) The Seller warrants that the licenses have been lawfully placed on the market and are valid for use.

(2) The Seller assumes no liability for restrictions resulting from subsequent changes made by Microsoft (e.g., changes to the license terms or the blocking of keys).

(3) The customer is solely liable for any damages resulting from improper use or use in breach of the contract.

(4) The Seller’s liability for breaches of duty resulting from slight negligence is excluded, provided that no fundamental obligations are involved. Liability for willful misconduct, gross negligence, and injury to life, limb, or health remains unaffected.

§ 7 Exclusion of the Right of Withdrawal

There is no statutory right of withdrawal, as only businesses are eligible to be customers. No contractual right of return is granted..

§ 8 Exemption

The Seller agrees to indemnify the Customer against any valid claims by third parties, provided such claims arise from the contractual and lawful use of the delivered licenses.

§ 9 Privacy Policy

(1) The processing of personal data is carried out exclusively in accordance with applicable data protection laws, in particular the GDPR.

(2) Personal data will only be disclosed to third parties to the extent necessary for the performance of the contract or as permitted by law.

§ 10 Governing Law and Jurisdiction

(1) All legal relationships are governed exclusively by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction for all disputes arising out of or in connection with this contract shall be the Seller’s place of business, provided that the Customer is a merchant, a legal entity under public law, or a special fund under public law. Any exclusive places of jurisdiction remain unaffected.