Online shop terms and conditions

Translation for information: This English translation is provided solely to help you understand the German original. Only the German-language version is legally binding. In the event of discrepancies, the German version prevails. Mandatory statutory rights remain unaffected.

Structure of these terms

Part A General provisions

§ 1 Provider and scope

(1) These general terms and conditions apply to all contracts concluded through the online shop at valitool.org/shop between valitool GmbH, Schlunkweg 58, 50374 Erftstadt, registered in the commercial register of the Local Court of Cologne under HRB 86038, represented by Managing Director Andreas Alfred Pelekies (hereinafter “valitool”), and the customer.

(2) A consumer is any natural person who enters into a legal transaction for purposes predominantly outside their trade, business or self-employed professional activity (§ 13 German Civil Code, BGB). A business customer is any natural or legal person or partnership with legal capacity acting in the exercise of their trade, business or self-employed professional activity when concluding the contract (§ 14 BGB).

(3) Part A applies to all contracts. Part B additionally applies to purchases of merchandise and Part C additionally applies to the acquisition of software licences. Where Part B or Part C contains different provisions, these take precedence over Part A.

(4) Consumers and business customers may order merchandise. Software licences are granted exclusively to business customers.

(5) The customer’s general terms and conditions do not become part of the contract, even if valitool does not expressly object to them. Individual agreements with the customer take precedence over these terms (§ 305b BGB).

(6) Contracts concluded outside the online shop, particularly individual quotations and project, partner and reseller contracts, are subject to the general terms and conditions of valitool GmbH in their applicable version.

§ 2 Ordering as a consumer or business customer

(1) During ordering, the customer indicates whether they are ordering as a consumer or as a business customer. Business orders require the company name, business address and, where available, VAT identification number, together with confirmation of business-customer status.

(2) The customer’s actual legal classification is decisive. valitool may rely on the customer’s information. Anyone misrepresenting their consumer status may not invoke consumer-protection rights to the extent provided by law.

(3) valitool may request suitable evidence of business-customer status and reject an order if it is not provided.

§ 3 Formation of the contract

(1) The presentation of items and licences in the shop is not a binding offer but an invitation to place an order.

(2) The customer places the desired items in the cart, enters their details in checkout and selects the payment method. All information is displayed in an overview before the order is completed. The customer can identify input errors there and using their browser’s functions, and correct them before submitting the order. By clicking the button “Place order with obligation to pay”, the customer submits a binding offer to conclude a contract.

(3) valitool automatically acknowledges receipt of the order by email. This acknowledgement does not constitute acceptance of the offer.

(4) valitool may accept the offer within five working days of receipt of the order by an express order confirmation in text form, by dispatching the goods or, for software, by providing the software or licence key. The earliest event is decisive. If valitool does not accept the offer within this period, the customer is no longer bound by the order.

(5) If the customer has selected a payment method that initiates payment during ordering and valitool does not accept the order, valitool will reimburse the payment without delay.

§ 4 Contract language and storage of the contract text

(1) The contract language is German. If these terms or shop contents are additionally displayed in other languages, this is for information only; the German version prevails.

(2) valitool stores the contract text. The customer receives the order details, these terms and, for consumers, the withdrawal information and model withdrawal form in text form no later than with the order confirmation. Customers with an account can view their orders there.

§ 5 Prices

(1) Merchandise prices are final prices in euros including statutory VAT. Shipping costs are shown separately (§ 14).

(2) Software licence prices are addressed exclusively to business customers and may be stated as net prices plus statutory VAT. VAT is shown separately during ordering and on the invoice.

(3) The price at the time of ordering is decisive.

§ 6 Payment and invoices

(1) The available payment methods are displayed in the shop and during ordering. Currently, payment by invoice is the only method available. valitool may exclude individual payment methods in particular cases, especially for first orders of software licences or unusually high order values.

(2) For payment by invoice, the invoice amount must be paid without deduction within 14 calendar days of receipt of the invoice to the account stated on the invoice. The invoice number must be given as the payment reference.

(3) If payment methods through external payment service providers are offered, such as credit card, PayPal or SEPA direct debit, payment is processed through the respective provider. That provider’s terms, referred to during ordering, additionally apply. valitool does not charge an additional fee for using standard payment methods.

(4) Invoices are transmitted electronically by email, to business customers as structured electronic invoices (ZUGFeRD). The customer agrees to electronic transmission.

(5) If the customer is in default of payment, statutory provisions apply. Consumers are informed on the invoice that they will be in default no later than 30 days after the payment becomes due and they receive the invoice (§ 286(3) BGB). valitool does not charge flat-rate reminder fees; statutory claims remain reserved.

(6) The customer may set off only claims that are undisputed, established by a final court decision or reciprocally connected with valitool’s claim. A right of retention may be asserted only for claims arising from the same contractual relationship. The customer’s rights concerning defects remain unaffected.

§ 7 Liability

(1) valitool is liable without limitation for intent and gross negligence, injury to life, body or health, fraudulent concealment of a defect, within the scope of an expressly assumed guarantee and under the German Product Liability Act.

(2) For a slightly negligent breach of an essential contractual obligation, liability is limited to foreseeable damage typical of the contract. Essential contractual obligations are obligations whose fulfilment is necessary for proper performance of the contract and on whose fulfilment the customer may normally rely.

(3) Otherwise, valitool’s liability for slight negligence is excluded.

(4) These limitations also apply in favour of valitool’s legal representatives, employees and agents performing contractual obligations.

§ 8 Data protection

Information on processing personal data is provided in the privacy policy at valitool.org/datenschutz.

§ 9 Consumer dispute resolution

For disputes arising from consumer sales contracts through the merchandise shop, valitool is voluntarily willing to participate in proceedings before the following consumer dispute resolution body: Universalschlichtungsstelle des Bundes, Zentrum für Schlichtung e. V., Straßburger Straße 8, 77694 Kehl am Rhein, www.universalschlichtungsstelle.de. Please initially direct complaints to shop@valitool.org.

§ 10 Contact and customer service

Please send questions, complaints and objections to shop@valitool.org or telephone +49 2235 95190-20 (on working days during normal business hours).

§ 11 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. For consumers, this choice of law applies only to the extent that it does not deprive them of protection afforded by mandatory provisions of the state in which they have their habitual residence.

(2) If the customer is a merchant, a legal person governed by public law or a special fund governed by public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is valitool’s registered office in Erftstadt. valitool may also bring proceedings against the customer at their general place of jurisdiction.

(3) If individual provisions of these terms are invalid, the remainder of the contract remains valid. Statutory provisions replace the invalid provision.

Part B Purchase of goods (merchandise)

§ 12 Subject matter

(1) The subject matter is physical merchandise from valitool’s standard range, such as stationery, mugs and textiles. The information in the relevant product description is decisive.

(2) Individually designed items or items manufactured to customer specifications are not offered.

§ 13 Delivery

(1) valitool delivers exclusively within Germany using DHL Paket. Collection is not offered. Delivery to DHL Packstations and post-office branches is possible where the parcel is suitable for this.

(2) Only in-stock items can be ordered. Delivery takes 2 to 4 working days from receipt of the order, provided it is accepted; this includes manual order review.

(3) Partial deliveries are permitted where reasonable for the customer. The customer receives the complete invoice with the first parcel and a shipping notification with tracking for each shipment.

(4) If an item unexpectedly becomes unavailable after ordering, valitool will inform the customer without delay. Payments already made for unavailable items will be reimbursed without delay. If delivery delays are foreseeable, valitool will provide a new estimated delivery date where possible. The customer’s statutory rights remain unaffected.

§ 14 Shipping costs

For deliveries within Germany, valitool charges a flat rate of EUR 8.95 per order including statutory VAT. There is no minimum order value. Permitted partial deliveries incur no additional shipping costs.

§ 15 Transfer of risk

(1) For consumers, the risk of accidental loss or deterioration of the goods passes when the goods are handed over to the customer or a person authorised to receive them.

(2) For business customers, the risk passes when the goods are handed over to the carrier (§ 447 BGB).

§ 16 Retention of title

(1) The goods remain the property of valitool until payment has been made in full.

(2) Business customers may resell goods subject to retention of title in the ordinary course of business. They hereby assign to valitool the resulting claims up to the outstanding invoice amount. valitool accepts the assignment. The customer remains authorised to collect the claims for as long as they meet their payment obligations.

§ 17 Right of withdrawal

(1) Consumers have a statutory right of withdrawal. Details are provided in the withdrawal information, which is available during ordering before the order is submitted and is transmitted to the customer in text form with the order confirmation.

(2) Consumers may also declare their withdrawal using the “Withdraw from contract” button permanently available in the shop. valitool acknowledges receipt without delay by email, including the contents of the declaration and the date and time of receipt.

(3) Consumers bear the direct costs of returning the goods. If the entire order is withdrawn, valitool also reimburses the standard shipping costs. If only part of the order is withdrawn, standard shipping costs are not reimbursed where they would also have been incurred without the withdrawn items.

(4) Business customers have no statutory right of withdrawal. valitool does not grant them a voluntary right of return either.

§ 18 Statutory warranty

(1) Statutory warranty rights apply. Consumers have these rights for at least two years from delivery.

(2) For business customers, the following additionally applies:

• The customer must inspect the goods without delay after delivery and notify shop@valitool.org of defects without delay in text form; hidden defects must be reported without delay after discovery (§ 377 German Commercial Code, HGB).
• valitool provides subsequent performance by repair or replacement delivery, at its choice.
• Defect claims become time-barred twelve months after delivery. This does not apply to claims under § 7(1), fraudulently concealed defects or recourse claims under § 445a BGB.

(3) Please report transport damage to shop@valitool.org as promptly as possible, attaching photographs. For consumers, this request is voluntary and is not a condition for their statutory rights.

§ 19 No additional guarantee

valitool does not grant any guarantee beyond statutory warranty rights. If a manufacturer’s guarantee exists for an item, this is stated in the product description; in that case, the manufacturer’s guarantee terms additionally apply. Statutory rights remain unaffected in all cases.

Part C Software licences (business customers only)

Notice: Part C applies once valitool offers software licences through the online shop. Until then, this part has no effect.

§ 20 Subject matter

(1) The subject matter is the grant of rights to use the valitool® software modules offered in the shop, such as XML.valitool, HybridDoc.valitool, valitool.CLI, valitool.SRV or Audit.valitool. The licence model, term, scope of use (for example, number of installations, servers or validation volume), system requirements and included services are stated in the product description.

(2) The valitool licence and usage terms in effect at the time of ordering additionally apply. They are available during ordering. For the scope of rights of use, the licence and usage terms take precedence over this Part C; otherwise, this Part C takes precedence.

(3) Installation, integration, customisation, training and advice are owed only if expressly listed as services in the product description or separately agreed.

§ 21 Eligibility to order

(1) Software licences may be acquired exclusively by business customers. Ordering requires the information and confirmation under § 2(1).

(2) There is no right of withdrawal.

(3) Before ordering, the customer checks whether the software meets their requirements and system environment. valitool provides a demonstration licence for this purpose on request.

§ 22 Provision

(1) After the contract is concluded, valitool makes the software available for download and sends the licence key by email or through the customer account. Delivery is completed when the software is made available for download.

(2) For first-time customers paying by invoice, valitool may make provision conditional on receipt of payment. This is indicated during ordering.

§ 23 Rights of use

(1) valitool grants the customer a non-exclusive, non-transferable and non-sublicensable right to use the software within the agreed scope for their own business purposes. For fixed-term licences, this right is limited to the licence term.

(2) Integration into products or services offered by the customer to third parties, transfer to third parties, and operation for third parties (for example as a data-centre or platform service) are permitted only under a separate partner or OEM contract.

(3) The customer may not modify, reverse engineer or decompile the software unless mandatorily permitted under §§ 69d and 69e of the German Copyright Act (UrhG). They may make a backup copy. Copyright notices, trade marks and licence keys may not be removed or circumvented.

(4) Rights of use pass definitively to the customer only upon full payment of the remuneration. Use is provisionally permitted until then.

(5) If the customer exceeds the agreed scope of use, they must obtain an additional licence for the excess usage under the applicable price list. Further claims remain unaffected. With reasonable advance notice, valitool may check compliance with the scope of use, provided this does not unreasonably interfere with the customer’s business operations.

§ 24 Term, renewal and termination

(1) Perpetual licences (purchase licences) exist for an unlimited period. Any included maintenance period is stated in the product description.

(2) Fixed-term licences and subscriptions run for the term stated in the product description. They renew for the original term, but no more than twelve months, unless terminated in text form with one month’s notice before the end of the term.

(3) The right to extraordinary termination for good cause remains unaffected. In particular, valitool has good cause if the customer makes substantial use of the software contrary to the contract and fails to stop despite a warning.

(4) Upon expiry of the right of use, the customer stops using the software and deletes it, including all copies, unless a statutory retention obligation exists.

(5) valitool may adjust the remuneration for fixed-term licences and subscriptions for the next renewal period. The adjustment is communicated in text form at least two months before the renewal period starts. In this case, the customer may terminate at the end of the current period.

§ 25 Updates and support

(1) During an active subscription or maintenance period, valitool provides updates, particularly to adapt to changed invoice standards and rules. The customer has no entitlement to particular new functions.

(2) The scope, channels and times of support are stated in the product description.

(3) The customer installs provided updates within a reasonable period. valitool is not liable for defects that would have been remedied by a provided update to the extent that the customer has not installed it.

§ 26 Customer obligations and responsibility for validation results

(1) The customer provides the system environment stated in the product description, regularly backs up their data in accordance with the state of the art, and keeps licence keys and access details confidential.

(2) The software supports technical and substantive checking of electronic invoices against the configured rules. It does not replace tax or legal advice. Responsibility for the correctness of invoices, bookkeeping and tax returns remains with the customer.

§ 27 Defects in quality and title

(1) A defect in quality exists if the software does not have the characteristics stated in the product description and this impairs its use to more than a minor extent. The customer reports defects in text form with a comprehensible description.

(2) valitool provides subsequent performance, at its choice, by remedying the defect, providing a defect-free version or providing a reasonable workaround.

(3) Defect claims for perpetual licences become time-barred twelve months after provision. For fixed-term licences and subscriptions, strict liability for defects already present when the contract was concluded (§ 536a(1), first alternative, BGB) is excluded. § 7(1) remains unaffected in each case.

(4) If a third party alleges that contractual use of the software infringes its intellectual property rights, the customer informs valitool without delay and, where legally possible, leaves the defence to valitool. valitool may modify or replace the software so that infringement no longer occurs, or procure the required right of use.

§ 28 Additional liability rules

(1) For loss of data, valitool is liable only up to the cost that would have been necessary for restoration had the customer made proper and regular backups.

(2) Otherwise, § 7 applies.

§ 29 Confidentiality

Both parties keep confidential any non-public information of the other party that becomes known to them in connection with the contract. This also applies after the contract ends.

German original dated: 13 October 2026