§ 1 Application of terms and conditions
Scope of application
The following terms and conditions (T&C) are applicable to the company TLF LabelFinder GmbH, Ackerstr. 23-26, 10115 Berlin, Germany (hereinafter: TLF) to be found in the internet under the following portals (hereinafter: platform) www.thelabelfinder.com and www.labelfinder.com and the country specific top-level domains with relation to a User of a (basic or premium) profile (hereinafter: Users).
Agreements concerning the use of the platform can only be made with customers who are business people according to the definition of a businessperson in article 14 of the BGB (German Civil Code Law). This is defined as any natural or legal person or legal partnership that concludes legal transactions in the course of their commercial or independent professional activity.
The application of T&C from Users is excluded, except for the case that a written agreement permitting their application has been made.
§ 2 Subject matter and conclusion of the contract
Specification of services
TLF operates the platform as a fashion search engine and grants the User the right to use the website. TLF is merely offering the User a platform whereby the User offers access to his presentations to visitors to the website via the usual, popular web browsers. Thus TLF provides the technical possibility to create a profile for a real, existing store, a label or other goods or services on its website and to add or change data and content. TLF can limit profiles to individual categories (eg fashion, accessories, jewellery etc).
Basic and premium profiles
The registration and creation of a profile is generally free (basic profile). The User has the option to extend his usage with additional, fee-based features (premium profile). This includes in particular preferred advertisements, customer’s texts and illustrations as well as displaying the customer’s store in a local area search. TLF reserves the right to restrict its available services to basic profile customers.
Conclusion of the contract
A contract for the basic profile is concluded by the activation of the account by the User when he clicks on the link sent to him by TLF. In the case of a premium profile the contract is concluded at the end of the booking process by the customer, or by written agreement with TLF (article 126b BGB – German Civil Code Law).
§ 3 Rights and obligations of TLF LabelFinder GmbH
TLF makes the platform described above available for use by the User. The User does not have the right to fulltime use and availability of the website. However, TLF will do its utmost to keep the website available at all times.
TLF reserves the right to edit or change any content uploaded or supplied by the User without prior notification or consent. This applies also to the technical editing of the profile of the User, as well as the offers and content contained therein, in particular to ensure a consistent display on mobile devices, software applications and the like. The User profile may be automatically translated to display the profile on TLF-websites of other countries. Further rights of TLF, in particular the provisions in article 4, section 5 shall remain unaffected. TLF is particularly entitled at any time and without reason to remove content from its website and from the respective profile.
Right of inspection
TLF is entitled but not obliged to examine the uploaded User data and content and expressly disclaims any liability for the accuracy and legality thereof.
Right of change
TLF reserves the right to modify the services offered on its website, or to offer alternative services, unless this is not reasonable for the User. Benefits under the premium section, which go beyond those specified under article 2 sections 1 and 2, are voluntary and must not necessarily be permanently offered by TLF. It is incumbent upon TLF to select the partner websites where profiles via API (eg Widget, iFrame-integration, White Label etc) shall be displayed. TLF can renew or terminate a cooperation with a partner website, and therewith the display of a profile on this website, at any time during the contract period.
§ 4 Obligations of the User
Duty of payment
Insofar as the User has subscribed to a premium profile he is obliged to pay the agreed fee. The amount to be paid is determined by the respective contract. TLF is entitled to demand payment for each completed installment of the agreed service.
Obligation to cooperate
Insofar as a written agreement has been expressly made with regard to additional, fee- based services for the care of a premium profile by TLF the User is responsible for punctually supplying the agreed information, at his own cost. The customer guarantees the availability of a suitable, adequately qualified and authorised employee. Should the agreed service be delayed through non-compliance or negligence of this obligation to cooperate no claims can be made against TLF. The User is responsible for ensuring that the displaying of the platform is not blocked by out-dated technology (especially the web browser, lack of popular plug-ins, etc) or disabling display settings (website blocker, intranet).
The creation of an account is necessary to create a profile and get access to the online platform. A User may create different profiles and be the responsible person for several labels and stores. Each label or store may be uploaded only once. Use of the online platform is only possible by complying with the mandatory conditions in particular by stating the plain name (first and surnames). The User warrants that the data used in the creation of his account and profile are accurate and complete. The User is obliged to update his mandatory information and profile in the event of any changes to them.
The user allows TLF, when linking his social media account with the platform, the ability to access services offered by social media platforms (Facebook, Instagram, Twitter, etc.).
The general terms and conditions of the used social media platforms (Facebook, Instagram, Twitter, etc.) remain unaffected by the validity of these terms at any time.
The User agrees to refrain from uploading, or supplying to TLF to upload, any data not in agreement with legal requirements (particularly criminal law, competition law and laws protecting minors), any data infringing the rights of third parties (trademarks, copyrights, personal rights and data protection), or anything not in agreement with these terms and conditions. The User is responsible for the data uploaded whether or not he has uploaded them himself or whether TLF has done this for him.
Obligation of examination
The User agrees to examine his profile immediately after validation by TLF and regularly thereafter. This includes in particular the maintenance and review of the posted content unless otherwise contractually agreed. If the profile does not have access to the agreed functions the User should inform TLF immediately.
In the event that third parties make a claim for possible legal violations relating to the content of the site or contents of linked sites uploaded by the User, the User hereby indemnifies TLF against all legal liabilities and costs that may occur, in particular the costs of any legal defence. The User is obliged to assist fully TLF in the legal defence by providing all necessary information and documents. Further claims and rights of TLF remain unaffected.
Consequences of neglecting obligations
If the User neglects to comply with the aforementioned obligations, despite requests by TLF to do so within a reasonable period of time, TLF may use its discretion to take appropriate measures to safeguard its own rights and those of others. This includes in particular correcting or deleting services or content, cautioning the User, restricting his usage, or ultimately barring the User completely. The decision about the necessity and appropriateness of such an action is incumbent on TLF alone. The rights listed under article 3, section 2, remain unaffected.
Obligation to tolerate
The User is obliged to tolerate any measures taken by TLF to ensure the safety and security of what it is offering, and especially the temporary unavailability due to maintenance or the risk of security problems, which may delay the release of offers or content due to security reasons.
Obligation to refrain
The User agrees to refrain from any activity that may be likely to affect or overburden the operation of the platform or the underlying technical infrastructure. This includes in particular the automatic reading, blocking, overwriting, modifying and copying of data and/or other content, unless this is necessary for the proper use of the platform as well as the distribution and/or publication of contents of this website, without the prior consent of TLF.
§ 5 Warranty and damages
Unless otherwise expressly agreed warranty claims in respect of basic profiles shall be according to the statutory provisions stipulated in the articles 598 ff BGB - German Civil Code Law for loaning, and for premium profile claims according to the statutory provisions stipulated in the German Civil Code Law for tenancy, articles 535 ff BGB.
- TLF is only liable to the User for gross negligence and intent.
- In the case of ordinary negligence TLF is only liable for damages resulting from injury to life, body or health and in accor dance with the (German) Product Liability Act, as well as a breach of a contractual obligation, whose fulfilment is essential to the proper execution of the contract at all, and on whose compliance reliance may be made (cardinal obligation). In cases of breach of cardinal obligations the extent of the liability of TLF is limited to foreseeable and contract-typical damage at the conclusion of the contract.
- Furthermore, pre-contractual, contractual and non-contractual liability of TLF is excluded.
- With respect to premium profiles the claim to compensation irrespective of blame
according to article 536a, paragraph 1 BGB – German Civil Code Law – is excluded.
No liability for loss of use
If a profile cannot be used as contracted TLF will do its utmost to restore this usage to the contracted state. The User should inform TLF of such a restriction immediately. The User acknowledges that a permanently accessible and trouble-free presentation of the website is not possible, in particular with regard to problems due to downtime for maintenance or security measures as well as events beyond the control of TLF, which may lead to a restricted or temporary loss of access to the services offered on the website, and that the User in such cases has no entitlement to self-remedy, damages, rescission or reduction.
Default in service
Performance times are only binding if expressly confirmed in writing by TLF. Delays due to circumstances beyond the control of TLF, or due to extended services agreed after conclusion of the contract do not constitute a default.
§ 6 Invoicing and late payment
Negotiated charges are due to be paid within ten days after the date of the invoice, unless in individual cases different terms of payment or pre-payment have been agreed. All agreed prices are net prices in Euros, plus the current statutory sales tax, unless otherwise expressly provided.
Should payment be delayed or deferred interest and collection costs will be charged. For business people as defined by the German commercial code a default arises even if a reminder is not sent by the contractor.
Additional costs incurred through foreign payments, cheque payments or other payment methods are to be borne by the User. This applies in particular to additional costs incurred through the use of credit or debit cards in the case of back postings for which TLF is not responsible.
The User is only entitled to offset undisputed or legally established counterclaims against TLF.
§ 7 Duration and termination of the contract
Ordinary right to terminate
Unless otherwise agreed the contract is for an indefinite period and either party may terminate it by giving 14 days notice in writing (article 126b BGB – German Civil Code Law). The right of TLF to block an account as detailed in article 3 paragraph 2, article 4 paragraph 7, and to an extraordinary termination without notice as detailed in article 7 paragraph 2 remains unaffected.
Extraordinary right to terminate
The parties may terminate the agreement for an important reason at any time without notice. An important reason for TLF would be if the User is in default of two consecutive payments of the agreed fees, there is reason for TLF to believe that a User is insolvent or insolvency is pending, or that the User has not fulfilled his contractual obligations.
§ 8 Data protection
- Data transferred to TLF from the User will be stored and processed for the purposes listed in these terms and conditions, and in the relevant contract. TLF will comply with the applicable data protection regulations.
§ 9 Copyright
Granting of rights by TLF
All rights generated during the fulfillment of services as a result of work done by TLF in particular copyrights on concepts, layouts, data processing and computer programming remain with TLF. The User receives a simple usage right during the period of the contract exclusively for the contractually agreed purposes.
Granting of rights by the User
The User grants TLF a perpetual, simple right to use the content uploaded by him to the platform (in particular texts, logos, photos, videos, trademarks etc). At the termination of the contract the User can rescind in writing this right granted to TLF. In this case the User has to allow TLF a reasonable period of at least one month until prohibiting the use.
§ 10 Final provisions
Any disputes between the parties shall, to the extent legally permissible, be subject to German law and the UN Sale of Goods Law.
Place of jurisdiction
The exclusive place of jurisdiction for any dispute arising from or through this contract is Berlin, irrespective of the legal basis, insofar as the User is a businessperson.
TLF has the right to make changes to the above terms and conditions for the future. All changes and additions to the underlying contract are to be in writing (article 126b BGB – German Civil Code Law). Changes to the T&C will be notified to the Customer at least four weeks prior to their coming into force, written or by e-mail. The changes will be effective if the customer does not disagree after receiving the written notice of objection within four weeks in writing or by e-mail. TLF has advised the customer to the consequence in the change notification.
Should individual provisions of this contract be, or become, invalid this shall not affect the validity of the entire contract.