General Terms and Conditions

Preamble: All designations in the masculine form shall apply equally in the feminine form.

Definitions:

“SELLERLOGIC” shall mean SELLERLOGIC GmbH, Willicher Str. 23-25, 40547 Duesseldorf, Germany.

“SELLERLOGIC Service” shall mean the software applications created by SELLERLOGIC and online services provided to Users to support their commercial activities.

“User” shall mean the contractual partner of SELLERLOGIC who uses a SELLERLOGIC Service.

“User Agreement” shall mean the contractual agreement between the User and SELLERLOGIC on the main and ancillary services and obligations to be fulfilled between the two Parties, consisting of the terms and conditions in the form – General Terms and Conditions – and the specific selection of the SELLERLOGIC Service package.

“SELLERLOGIC Materials” shall mean materials (e.g., API, documentation, software libraries) of any format or medium provided by SELLERLOGIC as part of and for the purpose of using the SELLERLOGIC Service.

“Case” shall mean an Error Finding that SELLERLOGIC identifies and documents.

“Parties” shall mean the User and SELLERLOGIC.

§1 General

SELLERLOGIC GmbH operates software applications and online services (SELLERLOGIC Service) usable via the Internet under the domain “sellerlogic.com”, inter alia, which support Users in their commercial activities. The provider of the SELLERLOGIC Service is SELLERLOGIC GmbH, Willicher Str. 23-25, 40547 Düsseldorf, Germany.

These Terms and Conditions shall apply to all business relations, including future ones, between the User and SELLERLOGIC. Deviating, conflicting or supplementary terms and conditions of the User (also e.g. terms and conditions of purchase) shall not become part of the agreement unless their validity is expressly agreed upon conclusion of the agreement. Any reference to the User’s terms and conditions of business in the form of a generally used form is expressly contradicted.

§2 Subject Matter of the Agreement

The subject matter of the User Agreement is the provision of the SELLERLOGIC Service for the use of the functionalities to the User. The respective scope of SELLERLOGIC Services depends on the SELLERLOGIC Service package selected by the User.

In order to use the SELLERLOGIC Service, the User must have an Internet connection, an Internet-capable terminal device and an up-to-date Internet browser, the costs of which are to be borne by the User.

In order to use the SELLERLOGIC Service, the User must also have sufficient access authorisations to the addressed platforms. In order to be able to use the SELLERLOGIC Service, the access authorisations to these platforms must be deposited with SELLERLOGIC. After termination of the contractual relationship the access authorisations have to be removed by the User.

The creation, maintenance and removal of this requirement is the sole responsibility of the User.

The achievement of a certain success is no subject matter of the agreement. SELLERLOGIC merely offers the possibility of use for certain SELLERLOGIC Services, the successful use of which is the sole responsibility of the User.

§3 Conclusion of Agreement

The use of the SELLERLOGIC Service is only possible within the framework of a User Agreement. The conclusion of a User Agreement for the use of the SELLERLOGIC Service is only possible for entrepreneurs, legal entities under public law or special funds under public law.

When concluding a User Agreement, the User is obliged to provide only truthful information about himself and the company and to keep his data up to date at all times.

For certain SELLERLOGIC Services SELLERLOGIC initially offers the conclusion of free-of-charge User Agreements with a limited term, possibly limited in the scope of services and intended for test purposes only. In this case, the provision of the registration form by SELLERLOGIC is already an offer to conclude such an agreement. The User accepts this offer by filling out the form and submitting it using the button provided for this purpose.

In addition, SELLERLOGIC also offers the conclusion of User Agreements subject to a fee. For this purpose, the User can view and select the available SELLERLOGIC Service packages in his User account. This selection option is already a binding offer to conclude a fee-based agreement. The User accepts this offer by selecting the package and confirming this with the corresponding button.

The User has the opportunity to check his details before sending his contractual declaration and, if necessary, to correct them by changing the relevant fields. Furthermore, he can check the services he has selected and change them by clicking on the corresponding selection boxes.

SELLERLOGIC shall immediately notify the User of the receipt of the contractual declaration by sending an activation confirmation by e-mail.

The German version of the General Terms and Conditions together with the selected service package shall form the basis for the conclusion of the agreement. Should the General Terms and Conditions be provided in a translation, the German version alone shall be binding for the interpretation of the agreement. The agreement text of the General Terms and Conditions on which the conclusion of the agreement is based can be obtained on the SELLERLOGIC homepage on a daily basis at “sellerlogic.com”. It is the responsibility of the User to make a copy of the applicable version when concluding the agreement, as only the current version of the General Terms and Conditions is available on SELLERLOGIC’s homepage at any given time.

§4 Provision of the SELLERLOGIC Service

The SELLERLOGIC Service is provided to the User with registration in the case of free-of-charge User Agreements, and with activation by SELLERLOGIC in the case of fee-based User Agreements.

Each single user within a User account must be created separately by the User (single user account); the use of a single user account by several persons is not permitted.

The transfer point for the provision of the SELLERLOGIC Service is the router exit of the SELLERLOGIC data centre. SELLERLOGIC owes an availability of the SELLERLOGIC Service at the transfer point of 98% on an annual average.

§5 Right of Use, Rights

SELLERLOGIC grants the User the simple, non-sublicensable and non-transferable right to use the SELLERLOGIC Service for his own business purposes during the term of the agreement. The User is not entitled to any rights not granted. In particular, the User is not entitled to allow third parties to use the SELLERLOGIC Service or to provide services for third parties by means of the SELLERLOGIC Service. Excluded from this are service providers who work directly for the User.

The creation and publication of videos or screenshots of the User interface of the SELLERLOGIC Service is also only permitted with the prior consent of SELLERLOGIC.

If and insofar as a database, databases or a database work or database works are created on SELLERLOGIC’s server during the term of the User Agreement, the User shall be entitled to all rights thereto. The User shall remain the holder of rights to databases or database works created in this way even after the end of the agreement.

§6 User Recommendations / SELLERLOGIC Developments

If the User suggests to SELLERLOGIC any improvements to the SELLERLOGIC Service or the materials created by SELLERLOGIC (SELLERLOGIC Materials) on the SELLERLOGIC Service, all right, title and interest in and to the User’s suggestions shall pass to SELLERLOGIC, even if the User has marked the suggestions as confidential. The User hereby grants SELLERLOGIC an irrevocable royalty-free, worldwide right and license to use, disclose, reproduce, modify, transmit and otherwise distribute and make available its proposals in any manner whatsoever during the SELLERLOGIC term and for so long thereafter, as the User is permitted by applicable law to grant said license, and the User agrees to provide SELLERLOGIC with any assistance SELLERLOGIC may require to document, complete and maintain its rights in the User’s proposals.

The User agrees that SELLERLOGIC may create its own applications, content and other products or services that compete with or are similar to the applications created by the User.

Nothing in these Terms and Conditions shall be construed as limiting or preventing SELLERLOGIC from creating or using such applications, content and other products or services.

The User further agrees that no obligation, financial or otherwise, shall arise to the User from SELLERLOGIC in such cases.

SELLERLOGIC may display personal information about developers, requests from other Users or potential Users for handling, or for other purposes within the scope of permitted data processing, for attribution purposes, if SELLERLOGIC deems it necessary.

§7 Fee, Payment

Insofar as the use of the SELLERLOGIC Service is subject to a fee, the price is based on the information in the respective price list. Current prices are available at “sellerlogic.com”. All prices are subject to the statutory value added tax unless specific EU provisions apply.

Insofar as the prices are linked to the scope of use of the SELLERLOGIC Services in connection with a specific platform (Repricer), the following shall apply: If the User prevents access to the trading platforms and thus impairs SELLERLOGIC’s basis for billing, remuneration shall be calculated on the basis of the invoice average of the preceding 3 months. If no 3 months have passed since the beginning of the agreement, the average of the preceding time shall be the basis for calculation.

Insofar as the prices are linked to the scope of work results of the SELLERLOGIC Services in connection with a specific platform (Lost & Found), the following shall apply: Costs shall only be incurred for new Cases not yet known to the User. The User must provide proof that the Case is already known. The costs are generally incurred at the time at which Amazon initiates a refund to the User. However, SELLERLOGIC is continuously entitled to demand partial payments for costs incurred in the event of reimbursement by Amazon.

Irrespective of the payment by Amazon, the costs shall also be incurred if the User does not notify Amazon of a refund or does not notify Amazon of a refund within 30 days from the date of discovery. Insofar as an earlier deadline than after 30 days is determined by Amazon, this date is then decisive for the expiry of the entitlement. The basis for calculating the amount of the refund is the respective payout amount stated by the platform. If this payout amount cannot be determined, the current sales price less the platform fees shall be the basis for the calculation. Cases in which the User does not respond to enquiries from Amazon within 7 days at the latest or the User does not forward enquiries from Amazon to SELLERLOGIC and thus prevents a response are equivalent to non-reporting to Amazon.

§8 Duties and Obligations of the User, Backup Copies

The User chooses access data for the purpose of using the SELLERLOGIC Service. The User is obliged to keep these access data secret and to inform SELLERLOGIC immediately of the loss or unauthorised use of the access data by third parties. The User is not permitted to make access data available to third parties. SELLERLOGIC is entitled to block access data if there is a suspicion of unauthorised use or misuse of the data.

The User may only use the SELLERLOGIC Service for his own business purposes.

The User is obliged to regularly, but at least daily, back up the data stored in the SELLERLOGIC Service by download.

Insofar as the SELLERLOGIC Service provides interfaces to third party systems, the obligation to check the incoming or outgoing data for consistency, completeness, correctness and up-to-dateness rests exclusively with the User.

If the User discovers that the SELLERLOGIC Service does not work or does not work properly, he is obliged to inform SELLERLOGIC of this immediately in text form. In this case, the User is also obliged to undo any undesired changes to his offers on the trading platforms in order to minimise his damage.

The User is subject to the national statutory obligations to retain records, e.g. in Germany currently in accordance with §§ 238, 257 Handelsgesetzbuch (German Commercial Code), § 147 Abgabenordnung (German Duties Act).

§9 Data Protection

The Parties shall comply with the applicable data protection provisions, in particular those applicable in Germany and in the European Union. In this respect a party with a sales territory in the EU and domiciled in a third country has to comply with EU law requirements.

If the User collects, processes or uses personal data of third parties, the User warrants that he is entitled to do so in accordance with the applicable provisions, in particular data protection provisions, and shall indemnify SELLERLOGIC in the event of a violation against claims of third parties.

SELLERLOGIC points out that the processing of personal data of third parties via SELLERLOGIC usually constitutes processing on behalf of the controller. SELLERLOGIC provides a model agreement for such data processing on behalf of the controller.

SELLERLOGIC is entitled to statistically evaluate the Users’ data in anonymous form and to use it for its own purposes, including advertising purposes. This serves in particular the further development of the SELLERLOGIC Services.

§10 Liability

SELLERLOGIC shall be liable to the User without limitation in the event of intent or gross negligence for all damage caused by itself or by legal representatives or vicarious agents.

In the case of slight negligence SELLERLOGIC shall be liable without limitation in the event of injury to life, limb or health.

In all other respects SELLERLOGIC shall only be liable if an essential contractual obligation has been breached. Essential contractual obligations are those obligations which are of particular importance for the achievement of the purpose of the agreement, as well as those obligations which, in the event of a culpable breach, may lead to jeopardise the achievement of the purpose of the agreement. In these cases, liability is limited to compensation for the foreseeable, typically occurring damage.

SELLERLOGIC’s strict liability for damages according to § 536a of the German Civil Code for defects existing at the time of conclusion of the agreement is excluded, the above paragraphs remain unaffected.

Liability according to the German Product Liability Act remains unaffected.

There shall be no liability for compensation for indirect damage, in particular for lost profit or savings that have not been made, consequential damage caused by defects or damage that has its cause in the application environment or telecommunications infrastructure provided by the User or third parties.

§11 Term, Termination

The agreement for a free-of-charge use begins with the conclusion of the agreement, runs for the specified term and can be terminated by either party without observing a period of notice.

The term of the agreement for a fee-based use of the SELLERLOGIC Service begins with activation by SELLERLOGIC and runs for the respective fixed term.

The term of an agreement for a fee-based use of the SELLERLOGIC Service is automatically extended by the selected term if the extension is not switched off beforehand by using the deactivation function provided online (on the last day of the term at the latest).

SELLERLOGIC will notify this immediately by means of a deactivation confirmation.

If an indefinite agreement has been agreed, termination is possible at any time by clicking on the click box provided for this purpose. The termination will be communicated by a confirmation e-mail from SELLERLOGIC.

Termination by SELLERLOGIC shall be in text form to the extent permitted by law.

The possibility of extraordinary termination for good cause remains unaffected. Such termination must be in text form as regards both contracting Parties.

A termination to be declared in text form to SELLERLOGIC by e-mail shall be sent to [email protected].

If the User one-sidedly discontinues the use of the SELLERLOGIC Service before the expiry of the term of the agreement, his obligation to pay the fee shall remain unaffected.

If the User is not only slightly in arrears with the payment of the monthly fees or with other payment obligations, SELLERLOGIC may, if the payment obligation persists, withdraw the right to use the SELLERLOGIC Services until the arrears have been fully remedied and/or refuse the use of further SELLERLOGIC Services in the meantime.

The right to extraordinary termination for good cause remains unaffected in addition to the right to withdraw the right of use.

If SELLERLOGIC terminates a fixed term agreement after a corresponding warning in the case of other breaches of obligations by the User or is setting a deadline for payment of arrears in the case of default in payment, the User shall be obliged to pay a lump sum for damages in lieu of payment in the amount of the monthly costs for the remaining contractual term. A warning is not required if the User reverses a direct debit, in which case SELLERLOGIC is entitled to terminate the agreement even without a warning. The monthly costs are calculated on the basis of the average invoice of the preceding 3 months. If no 3 months have passed since the beginning of the agreement, the average of the preceding period shall be used as the basis for calculation. In this context, the Parties are however entitled to prove that a higher or lower damage or no damage at all has been incurred.

§12 Changes to these GTC, Transfer of Rights

SELLERLOGIC shall have the right to change the provisions relating to the service to be provided at its reasonable discretion, taking into account technical requirements and market conditions, insofar as this is reasonable for the User.

Changes to these General Terms and Conditions shall be published under the domain “sellerlogic.com”. The User shall be informed in text form of changes to the GTC that do not fall under para. 1. The changes shall become effective unless the User objects to the respective changes in text form no later than 14 days after receipt of the change notification received. The User shall be informed of the significance of his silence together with the notice of changes. If the User objects to the change, SELLERLOGIC shall be entitled to terminate the agreement taking effect with the end of the term. If SELLERLOGIC does not exert this right of termination, the agreement will be continued according to the conditions applicable until then.

SELLERLOGIC is entitled to transfer the rights and obligations arising from the contractual relationship in whole or in part to a third party with a notice period of four weeks. In this case, the User is entitled to withdraw from the User Agreement.

§13 Final Provisions

The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

If the User is an entrepreneur (professional pursuing commercial activities), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this agreement shall be SELLERLOGIC’s place of business Düsseldorf. The same shall apply if the User does not have a general place of jurisdiction in Germany or if the User’s place of residence or habitual abode is unknown at the time the action is brought.