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General terms and conditions for users of the “magnalister” service tool from RedGecko GmbH

Our company etiquette is an integral part of our general terms and conditions (T&Cs).

  1. General
    1. All deliveries and services provided by RedGecko GmbH (hereinafter referred to as RedGecko) to customers are based solely on the following general T&Cs in the version applicable when the contract was concluded.
    2. The customers referred to in these general T&Cs are exclusively businesspeople or companies. Registration is therefore only available to incorporated partnerships and natural persons with unlimited contractual capacity, as well as legal entities. Registration by legal entities or incorporated partnerships may only be carried out by a named natural person authorised to represent the legal person or incorporated partnerships.
    3. Businesspeople according to these general T&Cs are, as per §14 of the German Civil Code, all natural or legal entities or incorporated partnerships vested with legal capacity acting in a commercial or independent professional capacity at the time of concluding the contract with RedGecko.
    4. Consumers according to these terms and conditions are, as per §13 of the German Civil Code, natural persons that have completed contracts with RedGecko that are covered by these general terms and conditions and are not connected to their commercial or professional activities.
    5. Differing, conflicting or supplementary general terms and conditions shall not, even upon knowledge thereof, become part of the contract, unless their application is explicitly referred to in writing.
  2. Object of contract, scope of contract

    1. The object of the contract is the provision of the magnalister service tool to transmit items to online sales platforms.
    2. If magnalister is labelled with another product name, the logo and label in question shall be indicated with the addition of “powered by magnalister”. Within the general T&Cs, and elsewhere in trading, the product name magnalister also applies, synonymously, to the labels.
    3. The customer operates an online shop or uses software in which parts of the magnalister software – as per paragraph IX.4 of these general T&Cs – are installed by the customer or on the order of the customer, unless magnalister has been delivered already bundled with the software.
    4. The customer then uses magnalister to transmit items that he/she has selected to sales platforms where he/she is registered and which support magnalister as an interface.
    5. The online platforms and shop systems connected to magnalister, particularly any fees and obligations arising therefrom, are not included in the scope of the contract.
    6. While the contract is in force, RedGecko shall charge a usage fee for the use of the magnalister service tool. The details regarding the tariff and the services included can be found in the price and service directory applicable at the time the contract is concluded.
    7. Offers made by RedGecko are subject to change.
  3. Conclusion of the contract

    1. Registration by the customer is a prerequisite for the use of magnalister. Registration takes place on the website www.magnalister.com or one of the labelled registration sites.
    2. By filling in and submitting the registration form, the customer makes a binding commitment to RedGecko that he/she would like to use the magnalister service tool and is thereby offering to enter into a contract.
    3. After his/her shop has been registered, the customer receives access data in the form of a pass phrase (personal activation code); the contract between the customer and RedGecko has then been concluded.
    4. RedGecko reserves the right to refuse to accept the contract without specifying a reason.
  4. Customer account, password

    1. After registration, the customer receives a customer account with magnalister that he/she can manage with his/her own user name and password on the website www.magnalister.com or one of the associated labels.
    2. The user name and password are sent to the email address that the customer has specified at registration and has stored in his/her customer account.
    3. The customer must ensure that his/her access data remain secret.
    4. RedGecko does not bear liability for any damage resulting from misuse of the access data.
  5. Activation, free trial period, invoicing
    1. Within the customer account, the customer selects the desired tariff and the marketplaces he/she would like to include as per the applicable price and service directory and requests activation of the tariff and the access.
    2. Activation only takes place once the customer has agreed to the present applicable version of the general T&Cs; the customer must agree to these during the activation process.
    3. After requesting activation, the customer receives a pass phrase (personal activation code) via the email address stored in the customer account. magnalister is pre-installed in some shop systems. With certain systems, the magnalister registration and activation process is stored directly in the installer, i.e., during shop installation. In this case, the pass phrase is generated when the general T&Cs are agreed to; the pass phrase is then automatically stored in the magnalister tool and the magnalister customer account is automatically created.
    4. The free trial period starts when activation is requested and lasts 30 days.
    5. Within the free trial period, the customer can cancel at any time as per Paragraph VI.6 of these general T&Cs. Cancellation takes effect at the end of the trial period.
    6. If the free trial period elapses without cancellation, the services in the contract will incur costs as per the tariff and contract duration selected. At the same time, the provisions of Paragraph VI come into force in full.
    7. The free trial period is only available to new customers. If a customer re-registers, the contract period as per the selected tariff begins immediately upon activation of the shop.
    8. Invoicing is monthly and starts with the day on which the free trial period ends. Invoicing is applied retroactively on the first day of the month for the service period
    9. If Marketplace suppliers change interfaces, resulting in necessary system changes to ensure that magnalister can still operate, RedGecko reserves the right to apply a lump-sum operating charge of max. €50.00 cumulatively per year, plus VAT.
  6. Duration of contract, cancellation
    1. The customer selects a contract duration when concluding the contract. The duration can either be selected directly or is contained in the tariff designation and is chosen by selecting a certain tariff. If the contract duration can be selected via the tariff designation, the number at the end of the name of the tariff represents the duration (e.g. “Ultimate 2” tariff).
    2. The contract duration starts after the day on which the free trial period elapses and ends, if the customer cancels, as follows:
      – if the duration “2” is selected: at the end of the month after the next month
      – if the duration ”6” is selected: at the end of the sixth month of the contract period
      – if the duration “12” is selected: at the end of the twelfth month of the contract period. The cancellation notice period is two weeks before the end of the contract.
    3. The contract is extended tacitly by the selected number of months of duration if it is not cancelled with a notice period of two weeks before the end of the contract
    4. Stock placed in Marketplaces via magnalister shall be deleted from the Marketplace at the end of the contractual relationship if the contract did not continue for at least 12 months after the elapse of the free trial period. If magnalister no longer has the access required to delete this stock, the dealer is required to remove the stock from the Marketplace within 7 days of the cancellation taking effect. If the stock is not deleted, the customer is deemed to be continuing to use magnalister services within the last tariff selected by the customer. Items that are not submitted using magnalister are, of course, unaffected by this. To avoid unwanted deletion, after the cancellation letter is received, the customer shall receive a written notice via email informing him/her about the deletion. He/she must confirm this in order for the cancellation to take effect.
    5. The right to terminate the contract for good cause remains unaffected.
    6. Cancellation can either be submitted in the customer’s login, or via email or fax.
    7. Proving that the cancellation letter and the deletion confirmation have been received is the responsibility of the cancelling party.
  7. Switching tariffs
    1. The customer can, at any time, switch to a lower tariff (fewer inclusive transfers) or deselect individual online sales platforms. The change takes effect when the contract duration has elapsed.
    2. A switch to a higher tariff (more inclusive transfers) or the addition of extra online sales platforms can take place at any time during the month and the change will take effect from the beginning of the month the change is requested.
    3. Invoicing is then applied retroactively to the beginning of this month as per the new, higher tariff.
    4. Possible fees for individual item uploads and order imports – if the number of inclusive transfers is exceeded, the charges are waived in respect of this customer, but only up to the number of inclusive transfers in the new tariff. The inclusive transfers can be seen in the applicable price and service directory on the magnalister website.
    5. A request to switch tariffs can either be submitted in the customer’s login, or via email or fax.
    6. Proof that the tariff switch notification has been received is the responsibility of the customer.
  8. Payment, due date, fees and arrears
    1. The usage fees and charges are paid either by direct debit from customers with a bank account in the EU (SEPA Direct Debit Core Scheme), or via a customer credit card. The customer can store and select the preferred method of payment in the customer account.
    2. Customers that do not have a bank account in the EU can only pay by means of stored credit card details.
    3. Automated administration processes allow us to offer cost-effective tariffs. For this reason, if a customer does not participate in the SEPA Direct Debit Core Scheme, or pays via credit card, a monthly charge of €5.00 is payable.
    4. Invoices are sent only as PDF files in electronic form to the email address supplied by the customer. If hard copies are required for customer records, a processing fee of €5.00 is payable.
    5. Bank fees of any kind that arise due to direct debits being returned unpaid shall be invoiced to the customer.
    6. If the customer retracts the direct debit authorisation, the SEPA Direct Debit Core Scheme is ended and he/she is liable for the fee listed under paragraph VIII.3 until he/she provides written authorisation for a new SEPA direct debit. The same applies if a direct debit is refused on the second attempt to debit the amount due, for any reason.
    7. The invoice is deemed to be accepted if no objections are asserted in writing to RedGecko within seven days of receipt of the invoice.
    8. Justified objections to the bill will be credited to the customer or deducted from future fees.
    9. The customer can only offset RedGecko demands if the offsetting is based on legally binding customer demands.
    10. Invoice amounts are due when the invoice is issued and must be paid within 14 days.
    11. If the account is significantly in arrears – more than two monthly payments, or at least €80.00 net – or if payment is refused without justification, RedGecko reserves the right to cancel further services and to freeze the interface until the outstanding demands have been paid in full. RedGecko shall inform the customer of the impending freeze with a notice period of seven days.
    12. If the notice period in which to pay the outstanding demands has elapsed without success, and if the account is in significant arrears of more than two monthly payments, RedGecko also reserves the right to cancel the contract exceptionally, for good cause and with immediate effect.
    13. A freezing of services, or even non-use of services, does not release the customer from the requirement to pay accruing charges.
  9. Duties and obligations of the customer
    1. The customer shall inform RedGecko immediately if there is a change to the data he/she supplied on registration and the new data is to be communicated via the customer account, email or fax.
    2. The customer agrees not to transmit any illegal material via magnalister or to prejudice the rights of third parties.
    3. For data protection reasons, the customer must inform his/her customers that purchaser data is transmitted to magnalister for the processing of purchases.
    4. Before any intervention in his/her system that is connected with the installation of or any update to magnalister, the customer must perform a comprehensive back-up of his/her data. In particular, the shop system data and associated databases, as well as existing item lists of the Marketplaces, must be backed up.
    5. Any faults must be reported by the customer immediately and the customer must provide RedGecko with reasonable support in analysing and remedying any faults.
  10. Data protection and consent clause
    1. RedGecko takes the protection of personal data very seriously, and only processes its customers’ data within the provisions of by Germany’s Federal Data Protection Act.
    2. RedGecko does not sell customer data to third parties.
    3. RedGecko employees are required by law to maintain data secrecy.
    4. The customer is hereby informed, and agrees, that his/her personal data can be collected, processed and used to fulfil RedGecko’s business objectives – in particular, to provide the services covered by the contract.
    5. The customer has a right to learn what data is held about him/her, as well as to request the correction, freezing and deletion of his/her data. If he/she wishes to exercise his/her right to freezing or deletion of data, and if this results in RedGecko being unable to provide the services covered by the contract, the customer then waives, for the duration of the contract period, the right to demand that the services be provided by RedGecko.
    6. If legal or contractual retention obligations, or other legal reasons, preclude the deletion of the data, the data will be frozen.
    7. RedGecko does not pass personal customer data to third parties. This does not include service partners with whom we co-operate in order to fulfil our business objectives (e.g. internet hosts and providers). In these cases, however, the scope of data shared is limited to the required minimum.
  11. Limitation of liability
    1. RedGecko is not liable for data that is transmitted using the magnalister service tool. In particular, RedGecko does not bear liability for illegal content or the rights of third parties.
    2. RedGecko’s liability is limited to damage that was foreseeable when the contract was concluded, in the event of culpable violation of significant provisions of the contract, and in the event of grossly negligent or intentional violation of significant contractual obligations by RedGecko, its legal agents, senior staff or other auxiliary persons. Complicity by the ordering party is to be taken into account.
    3. RedGecko has no influence on the master data or transaction data held by third-party suppliers, or data exchange by third-party suppliers. Erroneous transmission of data is therefore not a culpable violation of RedGecko’s obligations. RedGecko does not bear liability for resulting damage to the customer.
    4. RedGecko does not bear liability for damage resulting from the omission of the duties and obligations of the customer as listed under paragraph IX. In particular, RedGecko does not bear liability for the customer’s failure to back up data before installation or update of the magnalister software.
    5. RedGecko does not bear liability for any damage resulting from misuse of the customer’s access data.
    6. Furthermore, RedGecko does not bear liability for damage due to circumstances beyond its control.
    7. RedGecko does not provide any warranties in the legal sense.
    8. Otherwise the provisions laid down by law apply.
  12. Property rights
    1. The client source text made available to the customer in the download area of www.magnalister.com or the labelled websites, or which is supplied as part of a shop bundle, is subject to the MIT licence.
    2. The intellectual property rights and all other property rights to the magnalister software and magnalister services that are not part of the client source text are retained by RedGecko and are not transferable.
  13. Changes to the general T&Cs and tariffs
    1. RedGecko is authorised to change the general T&Cs and tariffs without specifying reasons. The customer shall be informed about changes to the general T&Cs and tariffs electronically at least 4 weeks before they take effect. The altered conditions come into force as soon as the customer agrees to them.
    2. If the customer does not agree to the change, RedGecko can cancel the contract as per paragraph VI.3.
  14. Final provisions
    1. If one or more of the provisions of these general T&Cs are, or become, unenforceable, this does not affect the enforceability of the other clauses or the contract. The applicable legal provision shall replace the unenforceable provision.
    2. The law of the Federal Republic of Germany, and no other, shall apply.
    3. If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all conflicts arising from this contract is RedGecko’s place of business. The same applies if the customer does not have a general place of jurisdiction in Germany or if his/her place of residence or habitual residence is unknown at the time the action is filled.

Berlin, 01/04/2014 © RedGecko GmbH

Disclaimer
This text is a translation from the German language, only. In case of doubt, the German version applies. The contractual language is German.

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