Terms and Conditions
§1 General provisions
SellerLogic GmbH operates on the Internet, among other things under the domain “sellerlogic.com”, a software application which can be used over the Internet (hereinafter referred to as the Service) that supports entrepreneurs in their activities on trading platforms. The provider of the Service is SellerLogic GmbH, Grafenberger Allee 277-287, 40237 Düsseldorf (hereinafter referred to as SellerLogic).
These terms and conditions of business apply for all business relationships between the user and SellerLogic, including future business relationships. Differing, contradictory or supplementary GTCs of the user (including, for example, terms of purchase) will not form a part of the contract unless their applicability is explicitly agreed upon the conclusion of the contract. Any reference to terms and conditions of business of the user in forms/documents is hereby explicitly objected to.
§2 The subject of the contract
The subject of the usage contract is the provision of the Service to the user to enable use of its functionalities. The respective scope of performance shall be based on the service package selected by the user.
For the use of the Service, the user must have an Internet connection, an Internet-ready end device and a current Internet browser at its disposal, the costs of which it must bear itself.
For the use of the Service, the user must also have sufficient access authorisations to the relevant trading platforms. The access authorisations must be registered there for the user to be able to use the Service. After the end of the contractual relationship, the access authorisations must be removed by the user. The fulfilment, maintenance and removal of this requirement is the sole responsibility of the user. If the customer prevents the access to the trading platforms and thus impairs SellerLogic’s settlement basis, remuneration shall be charged on the basis of the average invoice for the previous three months. If three months have not elapsed since the beginning of the contract, the average for the preceding period that has elapsed shall serve as the basis for the calculation.
The achievement of particular sales results on trading platforms is not part of the subject of the contract. SellerLogic only offers the possibility of use for particular services the successful use of which is exclusively a matter for the user.
§3 Concluding a contract
The Service may only be used within the framework of a usage contract. The conclusion of a contract on the use of the Service is only possible for companies, legal persons under public law or special funds under public law.
When concluding a usage contract the user must provide only accurate information regarding his/her person and company and he/she must always keep his/her data up to date.
SellerLogic initially only offers the conclusion of free of charge, fixed term usage contracts, which may be restricted in terms of the scope of performance and are only intended for testing purposes. The provision of the registration form by SellerLogic already constitutes an offer to conclude such a contract. The user accepts that offer by filling in the form and sending it to us by clicking on the button designated for that purpose.
SellerLogic also offers the conclusion of paid usage contracts. For that purpose, the user can view and select the available service packages in his/her user account. This selection possibility already constitutes a binding offer to conclude a paid contract. The user accepts that offer by selecting the package and confirming it with the relevant button.
Before sending his/her contractual declaration, the user has the possibility of checking his/her data and correcting it if necessary by changing the relevant fields. He/she can also check the services selected by him/her and change them by checking the relevant selection boxes.
SellerLogic shall promptly confirm to the user the receipt of the contractual declaration by sending him/her an e-mail. The English language is available for the conclusion of the contract. The text of the contract will be stored by SellerLogic but will not be accessible to the user.
§4 The provision of the Service
In the case of free of charge usage contracts the Service shall be provided to the user following registration and in the case of paid usage contracts upon activation by SellerLogic.
Each individual user within a user account must be separately set up by the user. The use of joint user accounts by multiple employees is not permitted.
The handover point for the provision of the Service is the router output of SellerLogic’s computer centre. SellerLogic must ensure annual average availability of the Service at the handover point of 98%.
§5 Usage authorisation, rights
SellerLogic grants the user a simple, non-sublicensable and non-transferable right to use the Service during the term of the contract for its own corporate purposes.
The user is not entitled to any rights which have not been granted. In particular, the user does not have the right to enable third parties to use the Service or to provide services for third parties through the Service. Service providers who act directly for the customer are an exception to this. It is also impermissible to create and publish screenshots of the user interface of the Service.
If and to the extent that during the term of the usage contract a database/databases or a database work/database works arise on SellerLogic’s server, the user shall be entitled to all the rights thereto. The user shall remain the owner of the databases/database works also after the end of the contract.
§6 Fee, payment
If the use of the Service is paid, the costs shall be based on the information in the current price-list. All prices should be understood as being subject to the addition of statutory VAT.
If the prices are linked to the scope of use of the services in connection with a particular platform and the user prevents access to it, the fee shall be determined according to the average for the previous three months. If the contract has not yet run for three months, the fee shall be determined according to the average for the term of the contract that has elapsed up to that point.
All payments must be made in accordance with the respective service description and may be made by way of the offered payment methods. SellerLogic has commissioned a qualified payment provider to collect receivables, which also stores the payment information.
If the parties agree on “debit note” as the payment method, the user shall grant SellerLogic, for the purpose of collecting the due claim, including for recurrent payments and liabilities in changing amounts, a SEPA Core Direct Debit Mandate / SEPA Business-to-Business Direct Debit Mandate. The time limit for the pre-notification shall be reduced to one day if this is permissible. The user warrants that he/she will ensure that there are sufficient funds in his/her account to cover the payments.
Any costs which arise due to non-redemption or chargeback of a payment order shall be borne by the customer, unless such non-redemption or chargeback were caused by SellerLogic. SellerLogic shall collect an additional processing fee in the amount of €10 net.
SellerLogic shall issue the invoice in electronic form and it will be sent by e-mail. SellerLogic can also allow the user to access invoice documents him/herself in the user account in the form of a file. If the user would also like the invoice to be sent by mail, SellerLogic shall have the right to demand a flat fee for this according to the price-list.
§7 The user’s obligations and responsibilities, back-up copies
The user shall select access data for the purposes of the use of the Service. The user must keep that access data secret and promptly notify SellerLogic of any 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 shall have the right to block access data if there is a suspicion of unauthorised use or misuse of the data.
The user is only permitted to use the Service for its own business purposes.
The user must regularly and at least daily back up the data stored in the Service by downloading it.
If the Service provides interfaces to systems of third parties, the user shall be exclusively obliged to control the incoming or outgoing data for consistency, completeness, correctness and currency.
If the user finds that the Service does not work or does not work properly, he/she must promptly notify SellerLogic to that effect in text form. In such a situation, the user shall also be obliged, for reasons related to the need to reduce losses, to reverse any unwanted changes to its offers on the trading platforms.
The user is subject to the tax and commercial law retention requirements, for example under Articles 238 and 257 of the German Commercial Code (Handelsgesetzbuch) and Article 147 of the German Tax Code (Abgabenordnung).
§8 Data protection
The parties shall comply with the currently applicable data protection regulations, particularly those applicable in Germany.
If the user collects, processes or uses personal data of third parties, he/she shall be responsible for ensuring that he/she is authorised to do so under the applicable regulations, particularly data protection regulations, and shall indemnify SellerLogic against third-party claims in the event of a violation.
SellerLogic points out that the processing of personal data of third parties through SellerLogic generally constitutes contract data processing. SellerLogic provides a standard contract to regulate this contractual relationship from the standpoint of data protection laws: https://client.sellerlogic.com/data/DPA-03-11-2017.en.pdf
SellerLogic has the right to statistically evaluate users’ data in anonymous form and to use it for its own purposes, including for advertising purposes. This serves the purpose, in particular, of the further development of the services.
SellerLogic shall be liable towards the user without limitation for any losses caused by it, its statutory representatives or vicarious agents either intentionally or due to gross negligence.
In the event of minor negligence, SellerLogic shall be liable without limitation in the event of loss of life or an injury to the body or health.
Otherwise, SellerLogic shall only be liable insofar as a key contractual obligation has been breached. Key contractual obligations are obligations which are of particular significance for the achievement of the objective of the contract, as well as obligations which in the event of a culpable violation could cause the achievement of the objective of the contract to be jeopardised. In such situations, the liability shall be limited to compensation for the foreseeable, typically occurring losses.
Strict liability of SellerLogic for compensation under Article 536a of the German Civil Code (Bürgerliches Gesetzbuch) for defects existing upon the conclusion of the contract is excluded. The above paragraphs remain unaffected.
The liability under the German Product Liability Act (Produktshaftungsgesetz) remains unaffected.
No liability exists for compensation for indirect losses, particularly for lost profits or consequential losses due to defects.
§10 Term, termination
The contract on free use shall begin upon the conclusion of the contract and run for the established period. It may be terminated by either of the parties without observing a notice period for termination.
The term of the contract on paid use of the Service shall begin upon activation by SellerLogic and run for the respective agreed period. The term of a contract on paid use of the Service shall be automatically extended by the selected term if it is not terminated in a timely manner.
The contract may be terminated by the user, without observing a notice period, through the use of the function provided online for the deactivation of the extension, effective as of the end of the term. SellerLogic shall promptly confirm this.
Otherwise termination, including by SellerLogic, shall require at least text form and is also subject to a notice period of seven days, effective as of the end of the term.
The possibility of extraordinary termination for good cause remains unaffected. Such termination shall also require text form.
Termination notices submitted to SellerLogic by e-mail should be sent to email@example.com.
If the user unilaterally discontinues the use of the Service before the end of the notice period for termination, his/her obligation to pay the fee shall not be affected.
If the customer is significantly late in making payment of the monthly costs or in fulfilling other payment obligations, SellerLogic will be able to withdraw the usage authorisation for the services (with the continuation of the payment obligation) until the payment default has been settled in full and/or refuse the use of other services until this has occurred.
The right to terminate the contract without notice for good cause, as well as the right to withdraw the usage authorisation, remain unaffected.
If SellerLogic terminates the contract following an appropriate warning in the event of violations of other performance obligations of the customer or the setting of a time limit for settlement in the event of a payment default, the customer shall be obliged to pay flat compensation for losses in lieu of the performance in the amount of the monthly costs for the remaining contractual term. A warning shall not be required if the customer charges back a debit note, in which case SellerLogic shall have the right to terminate also without a warning. The monthly costs shall be calculated on the basis of the average invoice for the previous three months. If three months have not elapsed since the beginning of the contract, the average for the period that has so far elapsed shall serve as the basis for the calculation. The parties shall have the right to provide proof that higher or lower losses were incurred or none at all.
§11 Amendments to these GTC, transfer of rights
SellerLogic has the right to amend the provisions relating to the Service to be provided according to its reasonable discretion and taking the technical requirements and market circumstances into consideration, insofar as this is reasonable for the user.
Any amendments to these General Terms and Conditions of Business shall be published in the Service. The user will be informed in text form of any amendments to these GTC not subject to paragraph 1. The amendments shall become effective if the user fails to object to the amendments in question in text form no later than 14 days from the receipt of the change notice. The user will be informed of the significance of his/her failing to object together with the change notice. If the user objects to the amendment, SellerLogic shall have the right to terminate the contract by way of ordinary termination, effective as of the end of the term. If SellerLogic does not exercise this right of termination, the contract will continue on the terms applicable up to that point.
SellerLogic has the right to entirely or partially transfer the rights and obligations stemming from the contractual relationship to a third party, with a notice period of four weeks, in which case the member shall have the right to rescind the usage contract.
§12 Final provisions
The laws of the Federal Republic of Germany apply. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.
If the user is a trader, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes stemming from this contract will be SellerLogic’s registered office. The same will apply if the user has no general place of jurisdiction in Germany or its place of residence or habitual residence are not known at the time when the action is filed.