GENERAL TERMS AND CONDITIONS OF THE PRIME STUDIO GMBH
1. General Information
The Prime Studio GmbH is an Austrian enterprise with registered office in 6068 Mils, Speckkarstrasse 59 A. The enterprise has in corporation with Spreeman Piano Innovations, LLC, digitalized the unique sound pattern of the grand piano, model Ravenscroft 220 (2.20 m long), series #220010, and based thereon developed a software instrument. This software instrument is now advertised on the website www.the220vi.com and distributed by means of online sales.
Company details and address:
Prime Studio GmbH, Companies’ Register no. FN 313903y
Speckkarstrasse 59 A
2. Scope of Application
These general terms and conditions are applicable to any legal relationships in connection with the use of the website www.the220vi.com by the customer or, respectively, website users and hence in particular to any present and future business transactions (communication, orders, payment processings, etc.) with the Prime Studio GmbH, even if these are not individually referred to each time.
The general terms and conditions apply to business transactions by natural persons or legal entities, , not only to such for private but also for such of commercial (industrial) purposes.
The contractual, ordering and business language is German. Should certain contents be translated into another language, in order to enable an easier use for international customers, the German version is valid, nonetheless. With the acceptance of the general terms and conditions, the fact is accepted that in case of any legal disputes, the German language is exclusively applicable.
The Prime Studio GmbH endeavors to ensure the highest possible availability of the internet services, but is entitled to temporarily restrict the availability of the website as well as individual internet services if this is necessary with regard to capacity limits, the security or integrity of the servers, the compliance with legal requirements or to carry out technical measures (e.g. maintenance work). The customer of the website is hence not entitled to a certain availability of the website.
The Prime Studio GmbH does not guarantee that the internet services of the website are compatible with the technical equipment of the customers.
4.1 Legal Capacity and Power of Representation
Full legal capacity and having reached the age of 18 from the part of natural persons is a prerequisite for the conclusion of contracts through the website (ordering of the software instrument etc.). If the customer is not of full age and does not have legal capacity, it is confirmed with acceptance of the general terms and conditions that an approval of the executed business transaction is given by the legal representative.
The user confirms all this, assuming all legal consequences of a false statement, by confirming the general terms and conditions before completing the order process.
Use by legal entities shall be governed by the statutory provisions and the provisions of the articles of association concerning their power of representation.
4.2 Customer Data
The data enquired in connection with the use of the website (in particular for conclusion of the purchase contract) must be stated completely and correctly by the customer.
If the data stated changes, the customer is obliged to immediately communicate the new data and – insofar as a customer account is created – to immediately update the indications in his/her customer account.
The customer is obliged to keep his/her access data to the customer account – insofar as one is created – such as username, password, etc. secret and protect it from unauthorized access by third parties.
To protect the customer, he/she is automatically prompted to re-enter his/her password after a certain period of inactivity. The customer alone is responsible for restrictions on access to his/her computer and mobile devices.
The customer is liable for all damages incurred by him/her, third parties or the Prime Studio GmbH from the lack of secrecy, disclosure or passing on of his/her access data (e.g. via falsified pages) or from the (unauthorized) use of his/her computer or mobile devices.
The customer must immediately notify the Prime Studio GmbH in writing by e-mail of any - even if only suspected - unauthorized use of his/her access data or customer account.
Each customer is responsible himself/herself for archiving on a storage medium independent of the website the contents generated and stored - especially in the area of the customer account - on the website and which he/she requires for purposes of preserving evidence, accounting or for other purposes.
4.4 Copyrights, Neighboring Rights
Text, graphics, web design, as well as all contents of the website are the legal property of the Prime Studio GmbH, and the Prime Studio GmbH is entitled to the sole copyrights and neighboring rights.
Neither by themselves nor by instructing third parties are customers permitted to extract protected contents or to use them outside the website by copying, editing, distributing, publishing or making publicly available and / or otherwise using such contents without the prior written consent of the holder of the rights.
Furthermore, the customer is prohibited from extracting protected contents and services in whole or in part by means of data mining, robots, crawlers, search engine technologies or other automatic mechanisms, data collection and extraction programs for reuse. Furthermore, without the express written consent of the Prime Studio GmbH and any third-party holders of rights, it is not permitted to produce and / or publish one’s own databases that contain significant parts of the Prime Studio GmbH website (e.g. prices or product information).
Unless otherwise agreed in writing with the customer, no copyrights and neighboring rights shall be transferred upon payment of the price for a product.
4.5 Abusive Use
The customer undertakes to use the website exclusively within the framework of the general terms and conditions. Any use that violates the general terms and conditions, legal provisions or morality shall be prohibited.
Furthermore, the customer undertakes to refrain from any action or use of the website that is likely to result in impairment or damage to the Prime Studio GmbH, the reputation of the Prime Studio GmbH or damage to third parties.
In particular, the customer is prohibited from blocking, overwriting, modifying, using for commercial purposes or for publications or on other websites the protected contents published on the website or interfering in any other way with the internet services of the Prime Studio GmbH.
Furthermore, the customer is prohibited from using addresses, e-mail addresses and other contact data obtained through the use of the website for purposes other than contractual and pre-contractual communication. In particular, it is not permitted to resell this data or to use it to send unsolicited contents for the purposes of direct advertising or as a mass mailing - by whatever means of transmission.
4.6 Restriction of Access
The Prime Studio GmbH is entitled to make the use of the website or individual functions dependent on certain requirements in terms of scope and content.
The Prime Studio GmbH further reserves the right to deprive the customer of individual services or the entire use of the website if a customer violates applicable laws, morality, these general terms and conditions, the interests or corporate philosophy of the Prime Studio GmbH or existing contractual conditions. If there are concrete indications that the website is being used absusively, that legal regulations, the rights of third parties or the general terms and conditions are being violated, or if there is reason to fear that a customer's activity will impair or damage the website, the contractual partners or the reputation of the Prime Studio GmbH, the Prime Studio GmbH is entitled to take in particular the following measures:
- restriction of use of the website
- deletion of reviews or other contents
- warnings of the customer
- claiming damages
- preliminary blocking of the customer account of the customer
- final blocking of the customer account of the customer
In choosing the measure, the Prime Studio GmbH is in principle free, but will take into account the legitimate interests of the parties involved and the degree of culpability regarding of the frowned-upon act.
5. Customer Account
5.1 General Information
In addition to the use of the website as a "guest", in which way orders can also be placed without registration, the Prime Studio GmbH offers customers the option of a customer account. Registration is free of charge and enables the use of additional functions.
Customers are not entitled to any right to create a customer account. The customer account is not transferable.
5.2 Term and Termination
The declaration of termination must be made in writing and must be sent by the customer by ordinary mail to the contact details given in the imprint. Notice of termination of the contractual relationship by the Prime Studio GmbH shall be sent by e-mail to the e-mail address provided by the customer and shall be deemed to have been received upon confirmation of delivery by the server.
The settlement of a customer account shall take place within 30 days upon receipt of the declaration of Termination. The settlement of transactions still in progress (up to and including the expiry of the withdrawal period) shall extend the settlement period accordingly. The Prime Studio GmbH reserves the sole right to continue to publish or delete the reviews posted by the customer even after the customer account has been settled.
The Prime Studio GmbH reserves the right to delete customer accounts that do not have a completed registration process after a reasonable period of time. In the event of inactivity on the part of the customer over a period of 24 months, the Prime Studio GmbH reserves the right - provided that all transactions have been completed - to deactivate the customer account without the customer being entitled to any further claims resulting thereout.
The Prime Studio GmbH is entitled to terminate the contractual relationship without notice and to immediately block the customer account if there is reason to suspect that a customer is in breach of data protection regulations, the general terms and conditions, applicable laws or morality, the reputation or the interests of the Prime Studio GmbH or its contractual partners.
If a customer is permanently blocked, there is no entitlement to restoration of the blocked customer account. The Prime Studio GmbH is entitled to delete all data, contents and information of the blocked customer. The customer has no claim for compensation.
Any further claims of the Prime Studio GmbH (such as, in particular, the assertion of claims for damages) shall remain unaffected thereof.
6. Conclusion of Contract
6.1 Offer/Conclusion of Contract
The product advertisements posted and published on the website are offers by the Prime Studio GmbH. All products are presented comprehensively by means of descriptions.
With regard to the products offered, the Prime Studio GmbH is not liable for any availability (or, respectively, non-availability). The Prime Studio GmbH reserves the right to change or restrict the availability or offer of products at any time.
Notwithstanding the following provisions, the Prime Studio GmbH may refuse to conclude a contract if the Prime Studio GmbH must reasonably assume that the customer is not acting in good faith and / or will attempt to exercise its statutory right of withdrawal in an inadmissible manner.
Furthermore, the Prime Studio GmbH reserves the right not to accept the order process without giving reasons and to refuse to conclude a contract. In these cases, the order process itself is irrelevant and has no legal effect. The customer will be informed of this separately by the Prime Studio GmbH.
Settlement shall be made exclusively in euros. Payment is only possible by credit card or PayPal in accordance with the following provisions.
The order thus constitutes a binding offer by the customer to the Prime Studio GmbH to conclude a purchase contract for the product ordered. The amount owed will be debited in the course of the order or automatically transferred to the Prime Studio GmbH.
Upon receipt of the order by the Prime Studio GmbH, the customer will receive a message by e-mail to the e-mail address provided by him/her containing detailed information on the ordered product as well as the total price including all ancillary costs ("order confirmation"). Upon receipt of the order confirmation by the customer, the purchase contract between the Prime Studio GmbH and the customer comes into effect.
As soon as the ordered software instrument is dispatched, the customer will receive an automatically generated confirmation from the Prime Studio GmbH about the shipping/delivery of the ordered product to the email address he has stored ("delivery confirmation").
The purchase prices stated for the products include the statutory value added tax as well as further price components. The purchase price does not include delivery, service and shipping costs.
The Prime Studio GmbH regularly checks the products displayed and offered on the website. Should an error nevertheless occur in the pricing of the products, the customer has the opportunity to purchase the goods according to the correct information, without prejudice to the right of withdrawal.
For orders from customers with residence / delivery address outside the EU area: Any customs duties, levies or taxes due at the destination are to be borne by the customer. The customer is recommended to obtain information on the scope and amount of such customs duties, levies or taxes in his/her home country / country of residence or, respectively, the country of the delivery address before placing the order.
6.3 Payment and Invoicing
The Prime Studio GmbH uses a payment service provider to process payments in respect of transactions carried out via the website. The customer hereby declares his/her express consent to payment processing by the payment service provider.
The available payment methods may be restricted for the purpose of risk management. The customer is not entitled to a specific payment method.
Due to the existing payment options (credit card, PayPal), both the purchase price and the invoiced delivery and shipping costs are due for payment concurrently with the sending of the order confirmation to the customer. The debit will be made on the due date.
Invoices are issued by the Prime Studio GmbH and are sent electronically by e-mail to the e-mail address provided by the customer or via the customer account on the website.
The Customer acknowledges that any information on the shipment or delivery of the products provided via the website is estimated information and approximate guidelines only. It does not constitute binding or guaranteed shipping or delivery dates, unless these have been separately agreed in writing with the Prime Studio GmbH. The Prime Studio GmbH therefore accepts no liability for delivery times, and in particular the Prime Studio GmbH is not responsible for delays that are not foreseeable or, respectively, are within the sphere of the courier service.
Delivery will be made via a delivery service specified by the Prime Studio GmbH.
In the event of damage to the product or, respectively, non-delivery, the customer is obliged to notify the Prime Studio GmbH immediately. In the event of immediate notification as well as verification of the fact that the goods have been lost or damaged in transit, the Prime Studio GmbH will replace the purchased product for the customer.
In the event that the customer fails to submit appropriate loss or, respectively, damage reports in such a due time for the damage to be compensated by the courier service's insurance company or, respectively, the courier service, the customer loses the right to receive compensation for the product.
In this context, the customer undertakes to ensure that he/she or, respectively, an authorized representative is present at the specified delivery address and undertakes to check the product immediately for completeness and any damage at the time of delivery of the product. Any missing products, individual product parts, etc. as well as any damage must be checked and noted on the courier's delivery receipt and at the same time reported immediately to the Prime Studio GmbH.
6.5 Right of Revocation and Cancellation
The customer shall only be entitled to a right of revocation to the extent provided by law as well as under the statutory prerequisites of the Austrian Consumer Protection Act (Konsumentenschutzgesetz) as amended from time to time.
The right of revocation or, respectively, the withdrawal period for consumers (B2C) is 14 calendar days. It begins on the day the product is received by the customer.
For commercial customers / enterprises and resellers (B2B), there is no right of revocation or, respectively, no withdrawal period.
Should the customer (consumer) make use of his/her statutory right of revocation / withdrawal, he/she understands and accepts that revocation / withdrawal is excluded in any case if the ordered product has already been damaged by the customer or otherwise rendered unexploitable in any way.
Furthermore, there is a right of exchange / return only in the event of quality defects within the scope of the statutory warranty.
The Prime Studio GmbH undertakes, in the event of justified withdrawal / revocation by the customer within 30 days of receipt of the returned product, to refund the customer the purchase price of the product, but less the shipping charges and expenses for processing the order, which were already included in the price. The Prime Studio GmbH will inform the customer of this circumstance and the specific amount withheld, if any, by e-mail.
The costs of returning the products shall be borne exclusively by the customer, whereby the products shall be returned by a postal or courier service that provides tracking and guarantees insurance of the entire value of the goods.
The Prime Studio GmbH is not responsible for refunds in respect of goods not received by the Prime Studio GmbH due to loss, theft or damage not attributable to the Prime Studio GmbH. The customer himself/herself is therefore responsible for the proper return shipment.
Should a customer wish to change or cancel the order immediately after sending it, he/she must contact the Prime Studio GmbH immediately by e-mail. However, this e-mail must be sent before the customer receives the delivery confirmation of the product from the Prime Studio GmbH.
Apart from the conditions and possibilities of withdrawal provided for herein, an exchange of the products is generally excluded.
6.6 Defects / Warranty
If the products sold by the Prime Studio GmbH exhibit a defect or, respectively, a processing error, the customer must contact the Prime Studio GmbH immediately in writing by e-mail.
The statutory warranty provisions of sections 922 et seq. of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch; ABGB) shall apply to defects in the goods. The customer shall return the defective goods to the Prime Studio GmbH immediately after notification of the defect and shall be entitled to a replacement or, if this is not possible, to rescission of the contract (reimbursement of the purchase price concurrently with reimbursement of the goods). The statutory provisions shall apply with regard to time limits.
The Prime Studio GmbH constantly strives to update current information on the website and to describe the products in such a way that the customer has the most accurate information possible about the product. However, it is expressly pointed out to the customer that there may be certain deviations in the goods in kind from the goods described. Such deviations and inaccuracies do not entitle the customer to withdraw from or, respectively, revoke the contract.
7. Licence Agreement
Upon conclusion of the contract, the customer is granted the use of the software instrument for private and commercial purposes. Any liability of the Prime Studio GmbH with regard to unlawful use by the customer is excluded.
The customer is expressly prohibited from copying as well as selling the product, failing which he/she will be subject to liability for damages. In particular, copying the software instrument or, respectively, the sample library and selling it to third parties is therefore not permitted. The customer expressly agrees to these conditions by accepting the present general terms and conditions.
The Prime Studio GmbH offers support to customers, in particular via e-mail. However, the Prime Studio GmbH does not guarantee the availability of support.
Information given verbally is not binding. The Prime Studio GmbH shall not be liable in this case.
Customers have the possibility to write reviews and / or comments ("reviews") about the ordered products.
Reviews must comply with the principle of objectivity and may only contain truthful information. Reviews may not be illegal, obscene, insulting, threatening or defamatory; nor may reviews invade the privacy of third parties or otherwise violate the rights of third parties. The dissemination of software viruses, political campaigns, advertising, chain letters, mass mailings or any form of "spam" is not permitted.
Any improper use of the review system is prohibited. In particular, it is not permitted to use false e-mail addresses or otherwise disguise or falsify the identity of the author, to include circumstances in reviews that are not connected with the Prime Studio GmbH, the purchased product or the settlement, or to induce the Prime Studio GmbH to act, acquiesce or refrain from acting by announcing the submission of a negative review.
The Prime Studio GmbH reserves the right - but is not obliged - to check reviews and to prevent publication or, respectively, to delete reviews. The Prime Studio GmbH accepts no liability for the legality and accuracy of the reviews or for the completeness of the image portrayed by a review.
The Prime Studio GmbH may use a third party service provider to manage the reviews submitted.
The Prime Studio GmbH is liable to the customer exclusively out of the title of the purchase contract concluded with the customer. The liability of the Prime Studio GmbH, its legal representatives or its vicarious agents is excluded to the fullest extent permitted by law.
In this context, the Prime Studio GmbH is in particular not responsible and accepts no liability for:
- a certain availability of the website
- the compatibility of the internet service as well as the product with the hardware or software of the customer
- damages caused by improper operation of the customer due to unsuitable hardware or software used, as well as for malfunctions that occur due to the internet connection,
- damages or disadvantages incurred by the customer as a result of the use of the website by the customer or a third party in violation of the law or the contract
- the completeness, accuracy and topicality of the data, contents, product displays (in particular availability of the products), information or reviews,
- the generation, the content, the accuracy, the completeness or the topicality of the order and delivery confirmation as well as of notifications concerning delays and cancellations,
- damages resulting from the loss of contents, information or data,
- damages resulting from the misuse of disclosed data by third parties or from the disclosure of confidential information by the customer,
- damages resulting from input errors, also by customers, or data processing errors,
- damages resulting from any infringements of rights (in particular competition law, copyrights or neighboring rights or personal rights).
The liability of the Prime Studio GmbH - except in the case of personal injury - is limited to intent and gross negligence. Any further liability of the Prime Studio GmbH is excluded. In particular, the Prime Studio GmbH is not liable for atypical damage, indirect damage, loss of profit, consequential and financial damage or damage due to force majeure (e.g. disputes, war, earthquakes, environmental disasters).
In terms of amount, the liability of the Prime Studio GmbH is limited to the typically arising, foreseeable damage. Subject to mandatory statutory provisions to the contrary, customers’ liability claims shall become statute-barred within six months of the date the injured party becoming aware of the damage.
Insofar as the liability of the Prime Studio GmbH is excluded or limited in terms of grounds or amount, this shall also apply in favour of the personal liability of its legal representatives, executive employees and vicarious agents.
The customer agrees to indemnify and hold the Prime Studio GmbH harmless from and against any and all claims asserted by other users or other third parties against the Prime Studio GmbH in or out of court arising from an infringement of rights in connection with the customer’s use of the website, whether such claims are of a civil, public or criminal nature. This includes in particular, but is not exclusively limited to, claims based on contents and reviews posted by the customer, defamation, credit damage under criminal law or proceedings under the Austrian Media Law (Mediengesetz; MedienG), the Austrian Federal Act Against Unfair Competition (Bundesgesetz gegen den unlauteren Wettbewerb; UWG) or civil law defamation of honour and / or credit damage (sec. 1330 of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch; ABGB)) as well as charges under the relevant provisions of the Austrian Criminal Code (Strafgesetzbuch).
In particular, the customer shall assume the costs of the necessary legal defence of the Prime Studio GmbH, including all court costs and lawyers' fees in the statutory amount.
This shall not apply if the customer is not to be held responsible for the infringement.
In the event of a claim being made against the Prime Studio GmbH by other users or other third parties, the customer is obliged to immediately provide the Prime Studio GmbH with all information and data required for the examination of the claims and the defence of the Prime Studio GmbH.
12. Final Provisions
All information that becomes known to customers within the framework of the contractual relationship with the Prime Studio GmbH is subject to confidentiality. The only exceptions are information that is generally known to the public or otherwise publicly accessible. The customer acknowledges that he/she is subject to this confidentiality obligation beyond the termination of the contract.
12.2 Electronic Business Transactions and Electronic Communication
By using the website of the Prime Studio GmbH, the customer gives his/her express consent to participate in electronic business transactions and declares his/her express consent to receive and legally validly accept legally relevant declarations and notifications in connection with the use of the website by means of electronic communication, in particular by means of e-mail to the e-mail address provided by the customer or other communication on the website in the area of the customer account.
12.3 Written Form
All agreements, their supplements and declarations concluded or made within the framework of the purchase contract concluded with the Prime Studio GmbH and the business transactions based thereon must be in writing in order to be valid. This also applies to any amendment of the written form requirement.
The written form requirement shall be deemed to be fulfilled if the means of electronic communication (e-mail) are used and an electronic message is sent to the e-mail address published in the imprint, unless mandatory statutory provisions require another form of communication.
Information provided orally by the Prime Studio GmbH, its legal representatives, executives or other vicarious agents is not binding. In the absence of written confirmation by the Prime Studio GmbH, oral arrangements and promises are not legally effective, subject to mandatory statutory provisions to the contrary.
12.4 Right to Amendment
If the customer objects to the changes within the time limit, the contractual relationship shall be automatically terminated at the time the objection is sent and the customer account shall be settled taking into account current business transactions.
Should one or more provisions of the general terms and conditions be or become legally invalid or unenforceable in whole or in part, this shall not affect the legal validity or enforceability of the remaining provisions. The legally invalid or unenforceable provision shall be replaced by the legal provision. If this would lead to an unacceptable result or in the case of loopholes, the legally invalid or unenforceable provision shall be replaced by a legally valid or, respectively, enforceable provision which comes as close as possible in its technical and economic content to the legally invalid or unenforceable provision.
12.6 Acceptance General Terms and Conditions
By accepting these general terms and conditions, the customer declares that he/she has read them carefully, has taken note of them and has accepted them.
These general terms and conditions are available on the homepage www.the220vi.com in the version applicable at the time and will also be sent to customers by e-mail on request at any time.
12.7 Personal Data
12.8 Place of Performance and Place of Jurisdiction
The place of performance is the seat of the registered office of the Prime Studio GmbH.
Subject to mandatory provisions of the Austrian Consumer Protection Act (Konsumentenschutzgesetz) to the contrary, the court of Innsbruck with subject-matter jurisdiction is deemed to be agreed for all disputes arising from business transactions with the Prime Studio GmbH - including those concerning the conclusion or legal validity.
12.9 Choice of Law
All legal relationships between the users of the website and the Prime Studio GmbH shall be governed by the law of the Republic of Austria to the exclusion of all national and international conflict of law rules
12.10 Questions and Ambiguities
Should the customer have any questions regarding these general terms and conditions, to the products themselves, to the terms of payment and delivery, etc., please contact the Prime Studio GmbH at the e-mail address given in the imprint.