Terms & Conditions
GENERAL TERMS AND CONDITIONS
FOR THE FEED MANAGEMENT SERVICE “FEEDROCKET”
“FeedRocket” is a product feed management web-application (“Service”) . Service is enabled by Visual Meta GmbH (“Provider”), Zimmerstraße 50 c/o Schützenstraße 15-17 10117 Berlin Deutschland. Service is made available by Provider to its customers (“Customer”) which subscribe and interact with Service as a cloud solution (Software as a Service), through Service’s website www.feedrocket.io (“Platform”). Service enables Customer to create, optimize and transmit feeds to various marketing channels. Provider and Customer shall also be referred to as “Party” or together as “Parties”.
1. SCOPE OF APPLICATION
a. These General Terms and Conditions (“GTC”) govern the relationship between Provider and Customer, unless agreed otherwise between the Parties in writing. These GTC govern the use and the conclusion of a contract with respect to the use of the Service.
b. Any terms or conditions coming or set by the Customer shall not apply, unless approved by Provider in writing.
c. Service and these GTC only apply to entrepreneurs in the sense of Sec. 14 German Civil Code.
d. GTC apply also for future business between Provider and Customer within the scope of an ongoing business relationship.
2. SERVICE OF PROVIDER
a. Provider makes Service available to Customer as a web-based cloud solution. The specific functionalities can be found either within the data descriptions published on the Platform or in the Cooperation Agreement.
b. Customer uses its own hardware to access and use Platform and Service.
c. Customer has full discretion to choose, among the Service offered channels, in which channels to syndicate their content. Provider has full discretion to select, add or remove online channels as part of the Service offers. Provider shall inform Customer of any change by email and in a timely fashion.
d. Customer is solely responsible for selecting and using the online channels provided by the Service.
e. In individual cases, agreed-upon in writing by the Parties, Provider may develop additional tools or features for a specific Customer. This may be done with or without separated remuneration and will be agreed upfront.
3. REGISTRATION, ACCOUNT
a. The use of Service requires the creation of a customer account (“Account”). For the creation of Account, Customer shall enter the requested data and shall define a password and email (“Login”).
b. Customer shall keep the password confidential, store it and not disclose it to third parties. If Customer has the knowledge of its password being compromised, Customer shall inform Provider immediately.
4. CONTRACT VIA THE PLATFORM
a. By confirming the creation of Account, Customer makes a binding offer to conclude a contract for the free use of the Service (“Freemium”). Provider accepts the offer by sending a confirmation message to the e-mail address provided.
b. Freemium enables Customer to create, optimize and transmit feeds to LadenZeile, ShopAlike, idealo and Preis.de. If Customer wants to use the feature “export” to any other marketing channel he has to upgrade to a paid plan in his Account by providing billing information and confirming the selection of a new paid plan. Customer can change his paid plan at any time by ordering a new plan through his Account. By confirming the order of a new paid plan Customer makes a binding offer which Provider accepts by sending a confirmation message to the e-mail address provided. Further information on the concrete configurations of the paid plans can be found on Platform.
c. Any changes to the data entered by Customer can be made by Customer in his Account.
5. INDIVIDUAL CONTRACT:
a. Customer can also enter into the contract in one of the following ways:
i. via an individual offer made by the Provider in written form and accepted by the Customer;
ii. through a signed Cooperation Agreement.
b. Any changes to the data provided by Customer when completing the form provided must be communicated to Provider by email.
c. Provider and Customer can mutually agree to change the price tier. Such change has to be agreed in writing, e.g. in an amendment to the Cooperation Agreement.
6. INTERRUPTION OF ACCOUNT AND SERVICE
a. Provider may, in whole or in part, block, interrupt or cancel Customer’s access to the Service in the following scenarios:
i. Infringement of material obligations by Customer;
ii. case of imminent damage to Service, its data or systems;
iii. danger or damage to the public;
iv. business operations conducted by Customer or third parties within Service that are illegal;
v. any reason for cause to contract termination; or
vi. In case the Customer reaches the limit of items of his paid plan. (Customer can upgrade his account to be able to access the service).
b. The provider hereby reminds the customer that restrictions or impairments of the services provided may arise which are beyond the provider’s sphere of influence. This includes in particular acts of third parties who do not act on behalf of the provider, technical conditions of the Internet which cannot be influenced by the provider as well as force majeure. The hardware, software and technical infrastructure used by the customer can also influence the services of the provider. Insofar as such circumstances influence the availability or functionality of the service provided by the provider, this has no effect on the contractual conformity of the services provided.
c. Provider is entitled to interrupt the availability of the Service for maintenance work and due to other technical reasons. Maintenance work is to be done as far as possible outside normal business hours on working days between 9.00 a.m. and 6.00 p.m. (“Working Time”). Provider shall inform Customer 24 hours in Advance in the event that maintenance work has to be done during Working Time. Provider seeks for, in reasonable terms, to minimize such disruptions and interruptions.
d. Provider reserves the right to modify, change, upgrade and update Service in order to enhance its functionality or correct any faulty function. Provider will inform Customer in a reasonably timely fashion of modifications that might affect Customer operations.
e. Both Parties shall inform in a timely fashion each other about any events that might compromise the regular operation of Service by email.
a. Malfunctions in system availability (“Support Case”) must be reported by the customer as soon as they become known. If Customer reports a Support Case, he must provide as detailed a description as possible of the respective malfunction in order to enable the most efficient troubleshooting.
b. Notification should be made by e-mail and only during normal office hours (on working days from 9.00 a.m. to 6.00 p.m.).
a. Provider shall be liable under the terms of this Agreement only in accordance with the provisions set out under (i) to (iv):
i. Provider shall be unrestricted liable for losses caused intentionally or with gross negligence by Provider, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance; in respect of gross negligence of other assistants in performance Provider’s liability shall be as set forth in the provisions for simple negligence in (iv) below.
ii. Provider shall be unrestricted liable for death, personal injury or damage to health caused by the intent or negligence of Provider, its legal representatives or assistants in performance.
iii. Provider shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for Provider at the time the warranty was given.
iv. Provider shall be liable for losses caused by the breach of its primary obligations by Provider, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which Customer may rely. If Provider breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by Provider at the time the respective service was performed.
b. Provider shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.
c. Any more extensive liability of Provider is excluded on the merits.
9. RIGHTS OF USE
a. During the duration of the agreement, Provider grants to Customer the non-exclusive, non-transferable right to use the Service subject to the terms of this Agreement.
10. CUSTOMER’S OBLIGATIONS
a. Customer is the sole responsible for the contents that Customer makes available on the marketing channels through Service. Provider is not liable or responsible for any of the content provided or made public by Customer through Service. Provider just provides the technical resources to send data from Customer’s website / online shop to the different marketing channels, therefore Provider is not liable for wrong, incomplete or inaccurate data provided and marketed by Customer.
b. In case of violation of the obligation under 10a, Customer has the obligation to indemnify Provider on first demand from all claims and expenses that third parties assert against Provider. The obligation to indemnify also extends to the necessary costs of legal defence incurred by Provider. The aforementioned indemnification shall not apply if Provider is not legally responsible for the violation.
c. Customer is responsible for meeting the technical requirements to run Provider’s Service.
d. Customer shall inform Provider of any changes that might compromise the security of the Service.
e. Customer shall implement reasonable safeguards to protect its own data and information. Customer shall especially carry out its own regular data backups.
f. Customer shall not distribute content prohibited by statutory law, e.g. radical, racist, pornographic, violence glorifying, offending or otherwise illegal content, through Service.
g. Customer acknowledges that Provider is not responsible or liable for any third party claims against Customer, resulting from actions of Customer using the Service. Customer shall inform via email Provider immediately if Customer acknowledges any wrongdoing or illegal actions by third parties using the Service.
h. Customer shall bear all costs and expenses in case Provider is held responsible by any wrongdoing of the Customer. In case of violation of the obligation under 10b, Customer has the obligation to indemnify Provider on first demand from all claims and expenses that third parties assert against Provider. The obligation to indemnify also extends to the necessary costs of legal defence incurred by Provider. The aforementioned indemnification shall not apply if Provider is not legally responsible for the violation.
11. PRICING & PAYMENT
a. The prices listed on Platform or in the individual contract at the time of the order apply. Pricing is organised into price tiers. The calculation of the price tier for each invoicing period is based on the number of unique products imported during the invoicing period.
b. Shifting to a lower price tier is only possible in the following invoicing period. Customer may shift to a higher price tier within the current invoicing period.
c. Provider invoices Customer on a monthly basis (calendar month).. Invoices are sent at the beginning of each performance period. If Customer shifts to a higher price tier. in the current invoicing period, he is additionally invoiced for the differential amount, the costs of the higher price tier being charged for the full month.
d. Provider sends the respective invoice to an email address supplied by Customer. Customer must keep Provider informed about any changes relevant to accounting (addresses, company name and legal entity, tax number etc.). Customer is deemed to have received the email with the invoice no later than the first working day following the day of sending of the email by Provider. All payments are due within fourteen (14) working days after Partner has received the invoice via email, if not agreed otherwise in textform (e.g. via email).
e. Customer is charged for the price of the chosen tier including the payment transactions fees (e.g. credit card fees). All prices are based on the currency Euro (€) and are understood as net, excluding VAT.
a. Unless otherwise agreed, the contract shall run for an indefinite period of time and may be terminated by either Party with one month’s notice prior to the end of a calendar month.
b. In case of termination of the agreement throughout the invoicing period, Customer is not entitled to any (partial or complete) refund of the remuneration, might it be a monthly fee, a setup fee or other.
a. Parties hereby undertake to handle confidentially all confidential information and data, which they have exchanged or which they have become aware of before, during or after the term of the Cooperation Agreement, and not to make such data available to third parties without the prior consent of the other Party, and to impose relevant confidentiality obligations on its employees. In particular information on business dealings, business processes, price structures, revenue, financial or contractual arrangements of Parties, the content of the Cooperation Agreement and the procedures and programs used by Provider are deemed confidential.
b. Shareholders of Provider, Axel Springer SE and its affiliates, as defined in Sections 15 and following sections in the German Companies Act (AktG), are not regarded as third Parties hereunder. The confidentiality obligation continues to exist for a period of 2 (two) years following the end of the cooperation.
c. Shareholders of Provider, Axel Springer SE and its affiliates, as defined in Sections 15 and following sections in the German Companies Act (AktG), are not regarded as third Parties hereunder. The confidentiality obligation continues to exist for a period of 2 (two) years following the end of the cooperation.
d. The following information is exempt from the above confidentiality obligation:
i. information verifiably already publicly known by the recipient Party at the time of transmission thereof, or publicly known at no fault of the recipient Party;
ii. information that was or is legally obtained from third parties;
iii. information which must be disclosed as a result of a court or official decision;
iv. information passed on to third parties subject to a professional confidentiality obligation (e.g. auditors) in fulfilment of their tasks on behalf of one of the Parties.
14. AMENDMENT TO THE GTC
a. Provider hereby reserves the right to amend these GTC for good cause, in particular in case of amendment to the legal situation or Supreme Court case law. Furthermore, Provider reserves the right to amend less substantial provisions of these GTC at any time, without indicating reasons, unless such amendment results overall in redesign of the contractual structure. The amended terms and conditions shall in each case be forwarded to the Customer in written form at least 4 weeks before they take effect. If the Customer fails to object to the validity of the amended terms and conditions within 4 weeks of receiving written notification (email, fax, letter), the amended terms and conditions shall be deemed accepted. PRovider shall make separate reference to the opportunity to object and to the legal consequences of keeping quiet. If Customer objects to the validity of the amended terms and conditions, the Agreement is continued without amendments.
a. Both the contract and the business relationship between the parties shall be exclusively governed by the Laws of the Federal Republic of Germany.
b. The exclusive court of jurisdiction for all disputes under and in relation to the contractual relationship, including these GTC, is Berlin-Mitte District Court in Germany (AG Berlin-Mitte), unless compulsorily stipulated to the contrary by law.
c. Amendments and supplements to this Agreement require the written form (email, fax, letter) to be effective. This also applies to the above clause.