Terms and Conditions

The German version of these terms is legally binding. This English translation is provided for informational purposes only.

§ 1 Scope and Applicability

These General Terms and Conditions ("Terms") govern all use of the FairSync license portal ("Portal") operated by Stington & Partner Legal GmbH ("Provider"), Sinserstrasse 67, c/o Nerox Holding GmbH, 6330 Cham ZG, Switzerland.

By accessing the Portal and confirming a license purchase, the Customer accepts these Terms in their entirety. Any deviating, conflicting, or supplementary terms of the Customer shall not apply, even if the Provider does not expressly object to them.

The German-language version of these Terms is the legally binding version. Any English translation is provided for informational purposes only and has no legal force.

§ 2 Definitions

• "Portal" — the FairSync web application through which licenses for the use of copyrighted works are offered and purchased.
• "Customer" — the natural or legal person who has received a license offer and uses the Portal to purchase the license.
• "License" — the simple, non-exclusive right to use the copyrighted work specified in the offer, granted for the period and scope specified.
• "License Agreement" — the binding contract formed directly between the Provider and the Customer pursuant to § 3 of these Terms. The Provider is the contractual counterparty; the License is granted by the Provider.
• "Provider" — Stington & Partner Legal GmbH, the licensor and merchant of record for all licenses sold through the Portal.

§ 3 Contract Formation and Binding Obligation

The presentation of license details and pricing on the Portal constitutes an invitation to treat (invitatio ad offerendum) and is not a binding offer.

By clicking "Confirm Purchase" and submitting the checkout form, the Customer makes a binding offer to conclude a License Agreement under the terms displayed, including any additional months added to the purchase. The Customer expressly acknowledges that this submission creates a binding obligation to pay the displayed total in full, regardless of whether payment is made in one amount or via the selected installment plan.

The Provider accepts the Customer's offer either by issuing a payment confirmation, by providing payment instructions (in the case of bank transfer), or by initiating the charge against the Customer's payment instrument. The License Agreement is thereby concluded. Failure to pay after the Agreement has been concluded constitutes a breach of contract for which the Customer is fully liable, irrespective of whether the License has yet been delivered.

The License Agreement governs the Customer's right to use the specified work for the agreed period and within the agreed scope. Any additional months selected at the time of purchase form an inseparable part of the same License Agreement and are paid together with the base license; license extension is only available at the time of this purchase and cannot be added afterwards.

§ 4 Subject Matter — License

The subject matter of the License Agreement is the grant of a simple (non-exclusive) license for the copyrighted work identified in the offer.

The License covers the period and scope specified in the offer displayed on the Portal at the time of purchase.

The License does not grant the Customer any rights for use of the copyrighted work beyond the scope and period specified. At the time of purchase, the Customer may add up to twelve (12) additional months to the License at the per-month price displayed on the Portal. These additional months are paid together with the base license in the same checkout and form an inseparable part of the same Agreement. Once the purchase is complete, no further extension is possible — any subsequent use beyond the agreed term requires a new license agreement.

§ 5 Payment Obligation

Upon contract formation pursuant to § 3, the Customer is unconditionally obliged to pay the full license price as displayed at checkout confirmation, including any additional months added to the purchase. This obligation exists regardless of the chosen payment method (bank transfer or credit card) and regardless of whether the Customer subsequently changes their mind. Withdrawal of the order after contract formation is not possible (see § 9).

Payment may be made in full (one-time payment) or pursuant to one of the installment plans offered (3, 6, or 12 monthly installments) as selected by the Customer at checkout. Any extension months selected are spread proportionally across the same plan.

All amounts displayed on the Portal are net amounts. Applicable value-added tax (VAT) is calculated and added at checkout based on the Customer's billing address and applicable tax regulations.

If the Customer selects bank transfer as the payment method, the Customer is required to transfer the agreed amount within the period stated in the payment instructions. Failure to transfer in time constitutes default and triggers the consequences set out in §§ 7 and 8. The same applies if the Customer's payment instrument is declined or charged back without legal basis.

§ 6 Installment Plans

The Provider offers interest-free installment plans of 3, 6, or 12 monthly payments. No interest, surcharges, or financing fees are charged on the installment amount.

Installments are of equal monthly amounts. The total amount is divided evenly across the selected number of installments, with any rounding difference applied to the final installment.

The installment schedule constitutes a binding payment obligation. Each installment is due on the same calendar day of each subsequent month following the first payment. The selection of the installment plan is final and cannot be changed after contract formation.

For credit card payments: each installment is charged automatically to the stored payment method on the due date. For bank transfers: the Customer must transfer each installment amount by the due date using the payment reference provided.

A payment reminder with invoice details will be sent to the Customer's email address approximately 7 days before each installment due date.

§ 7 Acceleration on Default

If the Customer fails to pay any installment in full by its due date, the entire remaining balance of all outstanding installments becomes due in full after a final reminder with a reasonable additional payment period has been issued and has elapsed without payment.

The Provider shall notify the Customer of the acceleration via email to the address provided during checkout. The notification shall specify the total amount due and a final deadline for payment.

Pending payment of the outstanding balance, the License remains in force; however, the Provider may suspend extension purchases until the outstanding amount is paid in full.

§ 8 Late Payment and Contractual Enforcement

The Customer is in default if any payment — whether the full amount or any individual installment — is not received in full by its due date and a payment reminder with a reasonable additional payment period has elapsed without payment. The Customer's payment obligation arises directly from the License Agreement (§ 3) and is independent of any further notice from the Provider.

Where an outstanding amount remains unpaid after the reminder period set out in § 8.1 has elapsed, the Provider may, as a contractual remedy: (a) engage a third-party debt collection service to recover the outstanding invoice; (b) initiate civil court proceedings to enforce the License Agreement and collect the unpaid amount; and (c) suspend or terminate the License pursuant to § 8.6. Reasonable and statutorily permitted collection costs, including but not limited to collection-agency fees, attorney fees within the applicable cost schedules, and court costs, may be passed on to the Customer to the extent permitted by applicable law.

Default interest accrues on any unpaid amount from the due date at the rate of 5% per annum (Art. 104 OR, Swiss Code of Obligations). For Customers subject to German consumer protection law, the statutory default interest rate of 5 percentage points above the base rate (§ 288 para. 1 BGB) applies instead.

The Provider follows a reasonable reminder sequence before any collection action: (1) a first payment reminder after the due date has passed; (2) a second reminder with an additional payment period of at least 7 days. Only if both reminders elapse without payment does § 8.2 apply. In cases of evident bad faith (e.g. an unauthorised chargeback after License delivery), the Provider may shorten this sequence to a single final reminder.

All measures under this section are contractual remedies arising from the License Agreement and are pursued as license-contract claims. Nothing in this section affects the Customer's mandatory rights under applicable consumer protection law.

If the Customer remains in default for more than thirty (30) days after a second reminder, the Provider may declare the License Agreement terminated for cause and reclaim or invalidate the License. In that case, all amounts due up to the point of termination, plus default interest and reasonable enforcement costs, remain payable.

§ 9 Right of Withdrawal — Digital Content

The License Agreement concerns an individually configured digital license that is delivered immediately upon payment confirmation.

For Customers in the European Union or European Economic Area: pursuant to § 356 para. 5 BGB in conjunction with § 312g para. 2 no. 1 BGB (or equivalent provisions under the applicable national consumer protection law), the statutory right of withdrawal is excluded for contracts for the supply of digital content not on a tangible medium, provided the consumer has expressly consented to the commencement of performance and acknowledged the loss of the right of withdrawal.

By checking the corresponding checkbox during purchase confirmation, the Customer expressly: (a) consents to the immediate commencement of license delivery, and (b) acknowledges that the right of withdrawal is thereby lost.

For Customers in Switzerland: Swiss law does not provide a statutory right of withdrawal for contracts concluded online. This section applies for the avoidance of doubt.

§ 10 Credit Card Processing Fees

If the Customer selects credit card as the payment method, a processing fee of 3% of the net transaction amount is added to each payment. This fee is displayed transparently before the Customer completes the payment.

This fee covers the actual payment processing costs charged by the payment service provider and is not a profit margin of the Provider.

Bank transfer payments do not incur any additional processing fees.

§ 11 Value-Added Tax (VAT)

All amounts displayed on the Portal are net amounts exclusive of VAT. The applicable VAT rate is determined at checkout based on the Customer's billing address, country of residence, and the applicable tax regulations.

Business customers within the EU who provide a valid VAT identification number may be eligible for the reverse charge mechanism, in which case VAT is not charged by the Provider.

Invoices are issued electronically after receipt of payment and sent to the email address provided by the Customer during checkout.

§ 12 Data Processing

The processing of personal data in connection with the use of the Portal is governed by the Provider's Privacy Policy, available at the Portal under "Privacy Policy."

Payment processing is handled by Stripe, Inc. (and its European subsidiary, Stripe Payments Europe, Ltd.) as payment service provider. Payment information is transmitted directly to Stripe and is not stored on the Provider's servers.

By accepting these Terms, the Customer acknowledges having read and understood the Privacy Policy.

§ 13 Liability

The Provider is liable without limitation for damages caused intentionally or through gross negligence, as well as for injury to life, body, or health.

For slight negligence, the Provider is liable only in the event of a breach of material contractual obligations (cardinal obligations), and such liability is limited to the foreseeable, typically occurring damage.

Liability for loss of data is limited to the typical restoration costs that would have arisen had the Customer maintained proper and regular data backups.

The above limitations of liability do not apply to claims under mandatory statutory product liability provisions.

§ 14 Applicable Law and Jurisdiction

These Terms and all legal relationships between the Provider and the Customer are governed exclusively by the laws of Switzerland, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-laws provisions.

Mandatory consumer protection provisions of the Customer's country of habitual residence that provide a higher level of protection remain unaffected in accordance with Article 6 para. 2 of the Rome I Regulation (EC) No 593/2008, to the extent applicable.

The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Cham ZG, Switzerland, for merchants, legal entities under public law, and public-law special funds.

For consumers, the mandatory statutory provisions on jurisdiction in the consumer's country of habitual residence shall apply.

§ 15 Severability Clause

Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely achieves the economic purpose of the invalid provision. The same applies to any gaps in these Terms.

§ 16 Amendments

The Provider reserves the right to amend these Terms with reasonable advance notice. The Customer will be informed of any material changes.

Amendments do not apply retroactively to License Agreements already concluded. They apply only to future uses of the Portal and new contract formations.

§ 17 Contact

Stington & Partner Legal GmbH, Sinserstrasse 67, c/o Nerox Holding GmbH, 6330 Cham ZG, Switzerland. Email: contact@fairsync.org. Website: fairsync.org.