14.07.2020

Inviroom Terms and Conditions & Special Agreement for Contracting Parties

Terms and Conditions

Premises
Inviroom provides a digital web-based B2B-shop as well as digital services with regards to fashionable clothing, shoes, sports and other lifestyle domains. As the provider Inviroom brings together interests of sellers and suppliers. Those services are provided in digital form.

Definitions
Inviroom – hereinafter referred to as the Provider Seller – hereinafter referred to as Seller Supplier – hereinafter referred to as Supplier Agency – hereinafter referred to as Agency Terms and Conditions – hereinafter referred to as T&C Parties to the contract – Suppliers, Sellers, Agencies

We operate exclusively under the following T&C that regulate contract relations between Inviroom and Suppliers/ or Sellers. We provide services for enterprises only. The Provider does not act as commercial agent for both Suppliers and Sellers according to §§ 84 of the Commercial Code.

§ 1 Scope of use
Our T&C as presently in effect are applied to all our contract relations with third parties. The T&C can be modified every time if necessary and are regarded effective if they are sent per e-mail to Sellers and Suppliers one month before the T&C enter into force and if the Sellers and Suppliers did not express their objection in written form before entry into force. Sellers and Suppliers will be specifically informed on these conditions.

§ 2 Conclusion of contract
The scope of services is defined by specific offer or by the offer on the website of the Provider. All contracts are to be concluded in written form. The contract enters into force when a contracting party accepts the offer of the Provider. To receive special services from Inviroom specific written agreement between the parties is required in each individual case. Sellers and Suppliers thus give their consent to submission of all required documents. The Provider may pass the contracts concluded with the parties to enterprises that are associated/ or collaborate with the Provider.

§ 3 Availability
The Provider ensures continuous availability of his services to the extent relevant technical capacities allow. Violations of availability may happen from outside. Restrictions and infringement of services, that may be caused by third parties of the Provider or by hard- or software used by customers, have no effect over compliance of the rendered services with the contract.

§ 4 Payment
Prices and consequent payments are to be set by the Provider and specified in corresponding articles of the contract. Payments must be effected in the following way: under condition of other written arrangement all prices are net prices and subject to possible legal turnover taxes if any. Payment is made by customer according to invoice. The sum of the invoice is due for payment without deduction since the date of invoice. The invoice period make one calendar year provided other written agreement.

§ 5 Force majeure, obligations default circumstances
In case of force majeure circumstance, i.e. war, strike, natural disasters, flooding, system failures in the Internet, work stoppage due to viruses, pandemic, epidemic etc., the Provider is free from his liabilities. In all other cases legal provisions are to be applied.

§ 6 Intellectual property
All intellectual property rights including copyrights, brand rights, firm rights and other distinctive marks as well as knowhow go to the Provider. For the term of this contract the Provider grants Sellers and Suppliers a revocable, simple, non-transferable and unlicensed right to enjoy services for commercial purposes in accordance with this agreement. This also refers to upgrades, updates and new versions of the services provided during the term of the contract. The services and their parts must not be copied, edited or made readable or usable in any other way. This also refers to software.

§ 7 Liabilities of customer
As customers, Sellers and Suppliers are to comply with required file upload formats or maintain available content. The Provider does not control this. Thus the Provider refers directly to the statutory requirements for use of digital service according to the General Data Protection Regulation (GDPR).

§ 8 Login data
Login data are to be kept secret. They are available only for employees and other third parties who require access for carrying out their duties. Those employees and third parties are instructed on non-disclosure responsibilities. Violations of these liabilities may result in access restriction.

§ 9 Guarantees
Statutory regulations are taken as a basis. Liability without fault for the Provider is excluded.

§ 10 Liability, expiry of limitation term
Liability comes in the following cases with or without legal basis: liability out of malice and under the warranty is without limitations within the framework of statutory provisions. Liability by gross negligence is to the extent of common harm stipulated in the concluded contract. In case of simple careless violation of cardinal duties (duties, execution of which allows for defined performance of the contract, that the contacting parties have and must have reviewed, and violation of which threatens pursuing the objective of the contract) the Provider bears liability to the extent of common harm stipulated in the concluded contract, not more than 5.000,00 Euro per case and 10.000,00 Euro for all cases related to the contract in general. In individual cases and if preferred by a contracting party higher guarantee amount may be considered. In cases of damage incurred to life and health and by right of claim based on the Product Liability Act statutory provisions are taken as a basis. The limitation term makes 1 year since the moment the matter of the claim was noticed or not.

§ 11 Data protection
Contracting parties agree that all legally protected objects (e.g. software, documents, information) made available for them before or during performance of the contract or containing commercial and trade secrets or marked as confidential are to be handled confidential even after expiration of the contract except for cases when they were made public without breach of obligation of secrecy. The contracting parties provide secrecy for these objects in the way which excludes access to them for third parties. Suppliers and Sellers make those objects available only for their employees and other third parties who require this access to perform their duties and instruct them on privacy requirements regarding those objects. In accordance with data protection regulations Suppliers and Sellers bear responsibility for gathering and processing of customer data, that they submit to the Provider. In this respect Suppliers and Sellers relieve the Provider from any claims that may come from third party. If necessary the parties may conclude a particular contract on processing of orders according to ch. 28 of the European GDPR. The data anonymized by the Provider shall no longer be considered as customer data.

§ 12 Compensation, right to repudiate
A compensation from Suppliers and Sellers is only possible with undisputable or legally effective claim by the Provider. The same is true for executing of the right to repudiate.

§ 13 Competent court/Place of performance/Applicable law
Frankfurt am Main is considered to be the place of performance of the contract and competent court. German laws only are applicable except for the EU Commercial laws and international German civil law.

§ 14 Contract term
The contract is concluded for the term of 12 months. The term is extended automatically for the next 6 months if not cancelled by a party 3 months before the end of current contract term.

§ 15 Contract conclusion
Amendments and updates of the contract must be made in written form to be effective. This also may include transfer per text form, e.g. per e-mail. If single provisions are ineffective or unenforceable, this does not affect the rest of the provisions. The parties shall find other provision that would substitute ineffective or unenforceable one.

Special agreement for contracting parties

I. Special agreement for Suppliers

  1. General preconditions for services – content provided by Suppliers/Sellers must meet all statutory provisions and the EU regulations, with Suppliers/Sellers alone bearing responsibility. Granting required right to use – revocable and non-exclusive as well as other rights defined by Seller/Supplier. Observance, especially of all data protection regulations including provisions on removal, e.g. providing consumer data –liability to store service-related data between Suppliers/Sellers and corresponding material resources transfer for the term of 9 months.

  2. Rights to use
    Data model of the stipulated format is received by the Provider and used for distribution of products. Contracting parties grant the Provider simple, unlimited in form, substance or time right for products and data. Contracting party releases the Provider from possible damage claims by third party and shall reimburse arising expenses. Contracting party guarantees competitive admissibility of the provided data and products and releases the Provider from competitively legal claims of third parties. Contracting party clearly ensures, that offer and distribution of goods does not violate any right of third parties (copyrights, patents, production or registered designs, brands, licenses, claims based on competitive rights, etc.) as well as other federal or administrative regulations. Contracting party agrees to release the Provider from possible claims of third parties based on such issues and shall reimburse arising expenses if any.

  3. Details
    The Provider allows for uploading data, provided to him by Suppliers/Sellers, into his databases and make them available for the Providers with Suppliers/Sellers respecting the rights of third parties including personal rights. The Provider does not verify this submitted content for validity, security, integrity and conformity with law. The Provider has the right to unify and present in other form the data that was made available for him. The Provider is not liable for this, Sellers/Suppliers take responsibility for self-reliant verification of data. In this respect the Provider does not take any responsibility.

  4. Target audience, communication
    As part our services we provide useful information on enterprises of Suppliers/Sellers, e.g. product data, descriptions, images, graphs, etc. More detailed information is to be requested at the Provider.

  5. Outsourcing
    Outsourcing takes place is specific cases when the offer is accepted.