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General Terms and Conditions for Cooperation Contract

 

Preface

The purpose of the company TradeMachines is the operation of software for promotion services on the internet (hereafter referred to as “platform”). The platform operated by TradeMachines offers the opportunity to reach people (hereafter referred to as “user”), who wish to purchase goods or services on the internet. On the web address www.trademachines.com and on partner websites, including mobile applications, by use of the platform, the user can obtain information about the products being offered on the internet by websites and online shops (hereafter referred to as “website”) of contract partner and other providers (together hereafter referred to as “provider”). The User can independently inform himself easily and extensively about the offered products and directly get in contact or place an order on the website of the provider.

§ 1 Subject of the Contract

Through the platform TradeMachines delivers users with an interest in the listed products to the website of the provider. TradeMachines is not obligated to provide either the services or functionality of its platform, nor the listing of articles of the provider on its platform, including on mobile applications. 

§ 2 Conclusion of the Contract

The conclusion of the contract is conducted by the conclusion of the cooperation contract between TradeMachines and the provider. Herein the services, the price and the contract duration is specified. The remuneration is due independent of the delivered users making use of the products and services offered by the provider or not.

§ 3 Billing and Payment

For performance based products, TradeMachines provides a report, detailing the number of users visits delivered to the provider and invoices according to the fee set out in the cooperation contract plus VAT or Sales Tax (where applicable). For fix price products the invoicing will be done naming the services agreed in the cooperation contract. TradeMachines has the right to send the invoice in PDF format as download link by email to the email address given by the provider for this purpose. The invoice is to be paid within seven working days. TradeMachines also has the right to carry out weekly invoicing. Payments of the provider must be paid by wire transfer into one of the TradeMachines bank accounts named on the invoice.

§ 4 Obligation of Provision of Information by the Provider

For the up-to-date display of articles to the users by TradeMachines, the provider will provide TradeMachines on a regular basis with the information described below. The format of the information here for shall be according to the specifications agreed in the cooperation contract (CSV-Files, FEED, Software-API, Scraping of the provider’s website, etc.). At least following information shall be provided by the provider: Title, Description, Manufacturer, and Model.  

§ 5 De-Listing

TradeMachines can also by request of the provider remove the article listings of the provider (hereafter referred to as “de-listing”). This does not release the provider from the remuneration agreed in the cooperation contract. The provider can request the de-listing exclusively in writing with notice of the next working day, where Saturday is not considered as a working day. It should be noted that clearing or deleting of information by the provider himself will not lead to de-listing. TradeMachines itself at any time has the right to de-list the information of the provider.

§ 6 Rights of Usage

The provider is to provide TradeMachines with logos, brands, product pictures, videos and other written or graphic representation, which serves as identification of the provider or its articles, in particular for the graphic identification of the websites of the provider linked from TradeMachines, and hereby grants TradeMachines, particularly with respect to all existing intellectual property rights, the temporally and spatially unrestricted right of usage.  The provider releases TradeMachines from any liability to third parties, originating through the use of the texts, product information, product images, logos, brands and other written or graphic representations provided by the provider.  The provider is not permitted to copy the product description or data represented on the platform, or to duplicate, distribute or make this information publicly available on its websites and websites of any other, according to §15 of the Companies Act, connected company.

§ 7 Duration of the Contract

The duration of the contract is specified in the cooperation contract. If not terminated within the notice period specified in the cooperation contract, the duration of the cooperation contract automatically extends for 12 months. For automatically extended contracts the notice period is at two months towards the end of the month. The right of termination without notice remains unchanged, if there is good cause. Good cause may be if a user complains to TradeMachines about the order processing through the provider and the provider does not satisfy the user within 48 hours and the user provides evidence of this to TradeMachines.  The termination must be provided in writing to be valid. As soon as listing of articles ceases, there will be no further performance-based costs arising.

§ 8 Liability

Both parties run their websites independently of each other and are solely technically responsible, legally responsible and responsible for the content of their respective websites. TradeMachines does not guarantee the behavior of the Users. In particular, TradeMachines carries no liability for any damage caused to the provider by the User. Likewise, TradeMachines does not guarantee sales or success through the Users brought to the website of the provider by TradeMachines. The provider releases TradeMachines from all demands of third parties, which in particular arise as a result of the graphical, content or technical design of the website and the products, services, information or other content displayed or accordingly not displayed. The provider shall at all times exempt TradeMachines from liability for a breach of contractual obligation, assurance or guarantee that the provider has provided a third party with as a part of the execution of this Contract.

The liability of TradeMachines in connection with this agreement is excluded - regardless of the legal grounds. This does not apply if the damage is caused with intent or out of gross negligence on the part of TradeMachines, their legal representatives or vicarious agents or if a contractual obligation is breached by one of these. The liability is furthermore not excluded from damage resulting from injury to life, body or health. Where TradeMachines is excluded from liability, the personal liability of employees, representatives or agents of TradeMachines is also excluded.

§ 9 Final Provisions

Should one of the conditions of this agreement become invalid or unenforceable, the validity of the rest of the agreement remains unaffected. In the case of invalid or unenforceable contractual clauses, the parties will agree a provision which comes as close to the original cost as possible. German law exclusively applies.

Alterations or limitations to this agreement must be made in writing to be valid. This also applies to the above Written Form clause.

Place of fulfillment and exclusive place of jurisdiction for claims in connection with the performance of this contract is the location of Trade Machines FI GmbH (Berlin).

These Terms & Conditions are a translation of the German Terms & Conditions (AGB) of TradeMachines. In case of doubt the German version prevails.