Terms and Conditions

peerfect.systems Ltd

for Business Customers (B2B) | Version May 2026

§ 1 Contracting Party and Scope

The provider of these services is:

peerfect.systems Ltd
Office 620, Initial Business Centre
Wilson Business Park
Manchester, England
M40 8WN

Email: hello@sharedconx.com
Web: https://www.sharedconx.com

These Terms and Conditions (“Terms”) apply to all agreements for the provision of software, SaaS solutions, and related services and support between peerfect.systems Ltd (“Provider”) and the customer (“Customer”). These Terms apply exclusively to business entities acting in the course of their trade, business, or profession (B2B). Consumers are excluded from the scope of these Terms.
Any deviating or supplementary terms of the Customer shall not become part of the contract unless the Provider expressly agrees to their validity in writing.

§ 2 Definitions

The following terms shall have the meaning set out below within these Terms:
– “Provider” refers to peerfect.systems Ltd.
– “Customer” refers to the company making use of the Provider’s services.
– “Software” refers to the software products developed and provided by the Provider, in particular the SharedConX Automation Software with its components SharedConX.Manager, SharedConX.Core, and SharedConX.Client.
– “Services” refers to software, SaaS services, support, consulting, and other services provided by the Provider.
– “Right of Use” refers to the right granted to the Customer to use the Software in accordance with these Terms.
– “Personal Data” refers to data within the meaning of Art. 4 GDPR.
– “Agreement” refers to the agreement concluded between Provider and Customer regarding the use of Services, including these Terms.

§ 3 Formation of Contract

Offers made by the Provider on the website or in other materials are non-binding and do not constitute a binding offer. An agreement is concluded by:
– written order confirmation from the Provider, or
– the Provider granting access to the Services, or
– a jointly signed order or license agreement.

The Provider reserves the right to decline orders without stating reasons. The language of the contract is English or German; the language used in the respective contractual document shall be authoritative.

§ 4 Scope of Services and License Grant

4.1 Right of Use

The Provider grants the Customer, for the duration of the agreement, a non-exclusive, non-transferable right to use the Software within the scope of the acquired license type (e.g., named-user, server, or enterprise license). The Software is licensed, not sold.

4.2 Permitted Use

The Customer may:
– install and use the Software for its own internal business purposes,
– create backup copies to the extent necessary,
– permit employees and affiliated companies to use the Software, provided they are bound by the terms of this agreement; the Customer is liable for their compliance.

4.3 Prohibited Use

The Customer may not:
– decompile, reverse engineer, or modify the Software, except where expressly permitted by law,
– disclose, make accessible, or provide the source code of the Software or its components to third parties – the source code is strictly confidential,
– use components of the Software separately or outside their intended context of use,
– transfer, sublicense, or assign licenses without the Provider’s prior written consent, except in the case of fully paid perpetual licenses in connection with mergers or acquisitions, subject to corresponding written notice to the Provider.

§ 5 Trial Versions and Free Access

To the extent the Provider makes trial versions or free access available, these Terms apply accordingly. Trial versions are time-limited; conversion into a paid agreement requires an express agreement. The Provider may terminate or restrict trial versions at any time without stating reasons.

§ 6 Prices, Invoicing, and Payment

6.1 Prices

The prices agreed in the offer or order apply. All prices are exclusive of applicable statutory value added tax. Price changes for existing customers will be communicated in writing with at least 30 days’ notice.

6.2 Payment Terms

Invoices are payable within 14 days of the invoice date without deduction, unless otherwise agreed. In the event of default in payment, the Provider is entitled to charge default interest at a rate of 9 percentage points above the base rate per annum and to suspend access to the Software until payment has been made in full.

6.3 Set-Off and Right of Retention

The Customer may only set off against claims of the Provider with counterclaims that are undisputed or have been finally and legally established. The Customer has a right of retention only to the extent it arises from the same contractual relationship.

§ 7 User Account and Access Credentials

Use of the Services may require user accounts. The Customer is responsible for:
– maintaining the confidentiality of its access credentials,
– the secure storage and prompt blocking of credentials in the event of loss or misuse,
– all activities carried out through its account.

The Provider is entitled to suspend accounts without prior notice in the event of suspected misuse, violation of these Terms, or violation of applicable law.

§ 8 Availability and Maintenance

The Provider aims for a high level of availability of the Services provided but does not guarantee uninterrupted or error-free availability. Scheduled maintenance work will, where possible, be carried out outside normal business hours and announced in advance where feasible. Further availability commitments require a separate Service Level Agreement (SLA).

§ 9 Support and Updates

The Provider may, at its own discretion, provide updates, patches, and new versions of the Software. Following installation of an update, previous versions may no longer be used, unless otherwise separately agreed. There is no obligation to provide support for outdated versions except under a separate SLA.

Support requests should be directed to: support@sharedconx.com or via the ticketing system indicated on the website.

§ 10 Data Protection and Data Processing

Provider and Customer undertake to comply with applicable data protection laws, in particular the GDPR. To the extent the Provider processes personal data on behalf of the Customer in the course of providing the Services, the following applies:
– The Customer is the Controller; the Provider is the Processor.
– The Provider processes personal data exclusively in accordance with the Customer’s documented instructions.
– The Provider engages sub-processors; a current list is available at peerfect.systems/dsgvo/. Changes will be communicated to the Customer in advance.
– The Provider implements appropriate technical and organizational measures to protect the data.
– Data transfers to third countries outside the EEA, Switzerland, or the United Kingdom are carried out on the basis of the EU Standard Contractual Clauses (SCCs).

A separate Data Processing Agreement (DPA) is available upon request or at peerfect.systems/dsgvo/.

§ 11 Confidentiality

Both parties undertake to protect the other party’s confidential information with the same care they apply to their own confidential information, but at least with reasonable care. Confidential information may only be used for the purposes of this agreement. The confidentiality obligation applies for the duration of the agreement and for five (5) years thereafter.

Confidential information includes, in particular: source code, technical documentation, business and customer data, and commercial terms. Excluded is information that is publicly known or was lawfully known to the recipient without any confidentiality obligation.

Where a separate non-disclosure agreement (NDA) exists, its provisions shall take precedence over these provisions.

§ 12 Intellectual Property

All rights to the Software, related materials, and further developments remain exclusively with the Provider. Except for the right of use expressly granted under § 4, no further rights are granted to the Customer. Feedback, suggestions for improvement, or ideas provided by the Customer regarding the Software may be used by the Provider without compensation for the further development of its products, unless otherwise agreed in writing.

§ 13 Indemnification for Third-Party IP Infringement

The Provider shall indemnify the Customer against third-party claims arising from the fact that the contractual use of the Software infringes third-party rights. This obligation does not apply where the alleged infringement is caused by:
– unauthorized modifications of the Software by the Customer,
– combination of the Software with other products or services not provided by the Provider, or
– use of the Software in breach of contract, in particular in violation of § 4.

The Provider shall conduct and bear the costs of the proceedings to a reasonable extent; settlements with third parties require the Provider’s prior written consent.

§ 14 Warranty and Disclaimer

The Software is provided “as is.” The Provider disclaims all warranties not expressly stated, in particular with regard to merchantability, fitness for a particular purpose, and uninterrupted or error-free operation, to the extent permitted by law.

§ 15 Limitation of Liability

The total liability of each party towards the other arising out of or in connection with this agreement is limited to direct damages not exceeding the total payments made by the Customer in the twelve (12) months preceding the event giving rise to the claim.

Neither the Provider nor the Customer shall be liable for indirect damages, consequential damages, loss of profit, or business interruption, unless caused by intent or gross negligence or resulting directly from a material breach of contract.

This limitation of liability does not apply to: claims for injury to life, body, or health; claims under product liability law; violations of the license restrictions under § 4 (which shall in any case constitute a material breach of contract); or outstanding payment obligations of the Customer.

§ 16 Force Majeure

Neither party shall be liable for non-performance or delay caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, cyberattacks, labor disputes, governmental measures, or failure of infrastructure providers. The affected party shall notify the other party in writing without undue delay.

§ 17 Term and Termination

The agreement commences upon formation of the contract and runs for the agreed minimum term. It shall automatically renew for successive periods of the same duration unless terminated in writing with 30 days’ notice prior to expiry.

The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of:
– a material breach of contract that is not remedied within 30 days following written notice,
– insolvency or suspension of payments by a party.

Upon termination of the agreement, the Customer shall delete or destroy all copies of the Software and confirm this in writing upon request.

§ 18 Compliance and Audit Rights

The Customer shall maintain records of license usage. The Provider is entitled to verify compliant use through self-disclosure or audit – with reasonable prior notice and no more than once per year. Audit information shall be treated as confidential.

§ 19 Amendments to These Terms

The Provider is entitled to amend these Terms for existing agreements with at least 30 days’ prior written or email notice. If the Customer does not object in writing within this period, the amended Terms shall be deemed accepted. In the event of an objection, either party may terminate the agreement as of the effective date of the amendment.

§ 20 Reference and Marketing

The Provider may name the Customer as a reference customer in marketing materials, on the website, and in presentations, unless the Customer objects in writing at the time of contract formation or thereafter.

§ 21 Governing Law and Jurisdiction

This agreement is governed by the substantive law of the Principality of Liechtenstein, excluding its conflict-of-laws rules and international conventions, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising out of or in connection with this agreement is Vaduz, Liechtenstein, subject to mandatory statutory provisions. The Provider, however, remains free to pursue disputes before the courts having jurisdiction over the Customer’s registered seat.

No statutory online dispute resolution procedures are available for disputes in the B2B sector; participation in consumer arbitration bodies is not intended for purely commercial contractual relationships.

§ 22 Severability

Should any provision of these Terms be or become invalid or unenforceable, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the original provision.

§ 23 Entire Agreement and Written Form Requirement

These Terms, together with the respective order or license agreement, constitute the entire agreement between the parties and supersede all prior oral or written agreements on the same subject matter. Amendments and supplements require written form and signature by authorized representatives of both parties. This also applies to any waiver of this written form requirement.

§ 24 Contact

For license, data protection, or legal inquiries:
Email: hello@sharedconx.com