General Terms and Conditions
SellerLogic GmbH operates a software application on the Internet under the domain “sellerlogic.com” which can be used via the Internet (hereinafter referred to as “Service”) to support entrepreneurs in their activities on trading platforms. Provider of the service is SellerLogic GmbH, Grafenberger Allee 277-287, 40237 Düsseldorf, Germany (hereinafter referred to as SellerLogic).
These terms and conditions apply to all business relations, including future business relations, between the user and SellerLogic. Any deviating, conflicting or supplementary general terms and conditions of the user (also e.g. conditions of purchase) shall not become part of the contract unless their validity has been specifically agreed upon at the time of conclusion of the contract. Any reference to the user’s terms and conditions in a form is expressly contradicted.
§2 Contract subject
The subject of the usage contract is the deployment of the service for the use of the functionalities to the user. The respective scope of services depends on the service package selected by the user.
In order to use the Service, the User must have an Internet connection, an Internet-capable terminal device and a current Internet browser, whose costes he has to bear himself.
In order to use the Service, the User must also have sufficient access rights to the trading platforms concerned. In order to be able to use the service, the access authorisations must be deposited there. After termination of the contractual relationship, the access authorizations must be removed by the user. The creation, maintenance and removal of this requirement is the sole responsibility of the user.
No subject of the contract is the achievement of a certain success on trading platforms, be it in commerce or towards the platform operator. SellerLogic offers only the possibility of use for certain services, whose successful use is solely the task of the user.
§3 Conclusion of contract
The use of the service is only possible under the terms of a licence agreement. The conclusion of a contract on the use of the service is only possible for entrepreneurs, legal entities under public law or special funds under public law.
The user is obliged to give only truthful information about himself and the company when concluding a contract of use and to always keep his data up to date.
SellerLogic offers for certain services initially the conclusion of free, time-limited, in the scope of services possibly limited and only for test purposes intended licence agreement. Here already the deployment of the registration form by SellerLogic is an offer to conclude such a contract. The user accepts this offer by filling out the form and sending it using the provided button.
In addition, SellerLogic also offers the conclusion of fee-based licence agreement. For this purpose, the user can view and select the available service packages in his user account. This selection option is already a binding offer to conclude a fee-based contract. The user accepts this offer by selecting the package and confirming this with the corresponding button.
The user has in each case the possibility of checking his data before sending his contract explanation and to correct if necessary by changing the appropriate fields. Furthermore he can check the services selected by him and change them by activating the corresponding selection boxes.
SellerLogic will immediately confirm the receipt of the contract declaration to the user by sending an e-mail. The English language is available for the conclusion of the contract. The contract text is stored by SellerLogic, but is not accessible to the user.
§4 Deployment of the Service
The service is provided to the user in case of free licence agreement with registration, with fee-based licence agreeements with activation by SellerLogic.
Each individual user within a user account is to be created separately by the user, the use of joint user accounts by several employees is not permitted.
Transfer point for the deployment of the service is the router exit of the data center of SellerLogic. SellerLogic owes an availability of the service at the transfer point of 98% in annual average.
§5 Usage authorisation, rights
SellerLogic grants the user the simple, not sublicensable and not transferable right to use the service during the duration of the contract for own business purposes. The user is not entitled to any rights not granted. In particular, the user is not entitled to allow third parties to use the service or to provide services for third parties by means of the service. This does not apply to service providers who work directly for the customer.
The creation and publication of screenshots of the user interface of the service is also only permitted with the prior approval of SellerLogic.
If and as far as a database, databases or a database work or database works are created on the server of SellerLogic during the duration of the usage contract, the user is entitled to all rights to this. The user remains the owner of the databases or database works even after the end of the contract.
§6 Fee, payment
As far as the use of the service is fee-based, the costs shall be based on the information in the respective price list. All prices are plus the statutory value-added tax.
If the prices are linked to the scope of use of the services in connection with a particular platform (Repricer), the following shall apply: If the customer prevents access to the trading platforms and thereby affects the basis of SellerLogic’s invoicing, remunerations will be calculated on the basis of the average invoice of the previous 3 months. If no 3 months have elapsed since the beginning of the contract, the average of the preceding period shall be used as the basis for calculation.
If the prices are linked to the scope of the work result of the 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 Customer. The customer must prove that the case is already known. Basically, the costs are incurred at the time when Amazon arranges a refund to the customer. SellerLogic is, however, continuously entitled to demand partial payments for costs incurred in the event of reimbursement by Amazon.
Irrespective of the payment by Amazon, the costs are also incurred if the customer does not register a refund with Amazon or does not register it with Amazon within 30 days from the time of discovery. If a limitation period by Amazon for the claim occurs before 30 days, this date shall be relevant. The cases are equal to the non-registration, in which the customer does not respond to Amazon’s enquiries within 30 days at the latest, or the customer does not forward queries from Amazon to SellerLogic and thereby prevents an answer.
If the customer falsely declares to SellerLogic, a claim against Amazon would not be given, but nevertheless asserts this claim against Amazon, SellerLogic is entitled to demand a higher remuneration according to the price list.
In the event of termination by the customer, SellerLogic will stop the search for new cases and process the cases found up to the time of termination in accordance with the above regulations.
Preventing access to the trading platforms shall be deemed equivalent to termination. In such a case SellerLogic will charge for all open cases at that time, unless the customer cancels the prevention of access within one week.
All payments are to be made in accordance with the respective service description and can be made using the payment procedures offered. SellerLogic has commissioned a qualified payment provider with the collection of receivables, which also stores the payment information.
If the parties agree on the payment method “direct debit”, the user grants SellerLogic a SEPA basic mandate / SEPA company mandate for the collection of the respective due claim, also for recurring payments and liabilities in varying amounts. The period for pre-notification will be shortened to 1 day, as far as permitted. The user assures to provide the account coverage.
Costs incurred due to non-redemption or reversal of a payment order, shall be borne by the customer as long as the non-redemption or chargeback was not caused by SellerLogic. In addition, SellerLogic charges a processing fee of 10€ net.
In case of non-payment or chargeback of a payment order SellerLogic is entitled to use other payment methods for future accounting periods. SellerLogic is also entitled to demand advance payment. Deviations between prepayment claims and actual costs incurred will be settled at the end of each month and, as far as possible, settled in the following month.
The invoice by SellerLogic is issued in electronic form. A transmission takes place by e-mail. In addition, SellerLogic can grant the user the possibility to retrieve invoice documents in the user account itself in file form. If the user additionally wishes a dispatch by mail, SellerLogic is entitled to demand a lump sum according to the price list.
§7 User obligations and duties, backup files
The user chooses access data for the purpose of using the service. The user is obliged to keep this access data secret and to inform SellerLogic immediately about the loss or unauthorized 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 unauthorized use or misuse of the data.
The user may only use the service for his own business purposes.
The user is obliged to regularly, but at least daily, secure the data stored in the service by download.
As far as the Service provides interfaces to third-party systems, the obligation to check the incoming or outgoing data for consistency, completeness, correctness and timeliness applies exclusively to the User.
If the user identifies that the service does not work or does not work properly, he is obliged to inform SellerLogic immediately in text form. The user in this case, from the point of view of damage mitigation, is obligated to reverse unwanted changes to his offers on the trading platforms.
The user is responsible for the tax and commercial law retention obligations, e.g. according to §§ 238, 257 HGB (German Commercial Code), § 147 AO.
§8 Data protection
The parties shall observe the applicable data protection regulations, in particular those applicable in Germany.
If the user collects, processes or uses personal data of third parties, he is responsible for the fact that he is entitled to do so according to the applicable, in particular to data protection regulations and releases SellerLogic from claims of third parties in case of a violation.
SellerLogic points out that the processing of personal data of third parties via SellerLogic is usually an order processing. SellerLogic provides a sample contract for the data protection regulation of this contractual relationship.
SellerLogic is entitled to statistically evaluate the data of the users in anonymous form and to use it for own purposes, also for advertising purposes. This serves in particular the further development of the services.
SellerLogic is liable to the user in case of intent or gross negligence for all damages caused by himself as well as by legal representatives or vicarious agents without limitation.
In case of slight negligence SellerLogic is liable without limitation in case of injury to life, body or health.
Otherwise, SellerLogic is only liable if an essential contractual obligation has been violated. Essential contractual obligations are those obligations which are of particular importance for the achievement of the contractual objective, also those obligations which, in the case of a culpable violation, may endanger the achievement of the contractual goal. In such cases liability shall be limited to compensation for the foreseeable, typically occurring damage.
The consumption-independent liability of SellerLogic for damages according to §536a BGB (German Civil Code) for defects existing at the time of the conclusion of contract is excluded, the above paragraphs remain unaffected.
Liability under the Product Liability Act shall remain unaffected.
There shall be no liability for the compensation of indirect damages, in particular for loss of profit or consequential damages.
§10 Duration, termination
The contract about a free use begins with the conclusion of contract, runs for the fixed period and can be terminated by either party without termination period.
The duration of the contract about a chargeable use of the service begins with the activation by SellerLogic and runs for the agreed period. The duration of a contract for a chargeable use of the service is automatically extended by the selected term if it is not terminated in due time. If a duration has not been agreed, termination is possible at any time.
The contract can be terminated by the user by using the online provided function to deactivate the renewal without notice to the end of the duration. SellerLogic will confirm this immediately. In all other respects the termination, including that of SellerLogic at least in text form, requires a period of 7 days to the end of the respective duration.
The possibility of extraordinary termination for important reason remains unaffected. This termination also requires text form.
A notice of termination to SellerLogic in text form by e-mail is to be sent to firstname.lastname@example.org .
If the user unilaterally stops using the service before the expiry of the notice period, his obligation to pay the remuneration remains unaffected.
If the customer is late with the payment of the monthly costs or with other payment obligations, not only marginally in default of payment, then SellerLogic, with continuation of the payment obligation, can withdraw the right of use of the services until the complete rectification of the payment delay and/or refuse the use of further services.
The right to immediate termination for good cause remains unaffected in addition to the right to withdraw the right of use.
If SellerLogic cancels a contract with a certain duration after corresponding warning notice in case of violations of performance obligations by the customer or setting a deadline for supplementary performance in case of payment delay, the customer is obliged to pay a lump-sum compensation instead of the service in the amount of the monthly costs for the remaining contractual duration. It is not necessary to issue a warning notice if the customer books back a direct debit, in this case SellerLogic is also entitled to terminate the contract even without a warning notice. The monthly costs are calculated on the basis of the average invoice of the previous 3 months. If no more than 3 months have elapsed since the start of the contract, the average of the previous period shall apply as the basis for calculation. The parties shall be free to prove that a higher, lower or no damage has occurred.
§11 Changes to these GTC, transfer of rights
SellerLogic has the right to change the regulations regarding the service to be provided at its reasonable discretion in consideration of the technical requirements and market conditions, as far as this is reasonable for the user.
Changes to these General Terms and Conditions will be published in the Service. The user will be informed in text form of any changes to the GTC that are not covered by paragraph 1. The changes become effective, if the user does not object to the respective changes in text form no later than 14 days after receipt of the notification of change. The user will be informed of the significance of his silence together with the notification of change. If the user objects to the change, SellerLogic is entitled to cancel the contract properly at the end of the duration. If SellerLogic does not make use of this right of termination, the contract will be continued under the conditions valid until then.
SellerLogic is entitled to transfer the rights and obligations from the contractual relationship in whole or in part to a third party with a notice period of four weeks. In this case, the customer is entitled to withdraw from the usage contract.
§12 Final regulations
The law of the Federal Republic of Germany shall apply. The regulations of the UN Convention on Contracts for the International Sale of Goods shall not apply.
If the user is a merchant, legal entity under public law or special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of SellerLogic. The same applies if the user does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is not known at the time the lawsuit was initiated.