These are the General Terms and Conditions of Business (“GT&Cs“) of Wirecard Technologies GmbH, Einsteinring 35, 85609 Aschheim (“Wirecard Technologies“) concerning use of its e-commerce platform SUPR, which is available at http://en.supr.com (“SUPR”). SUPR enables sellers, service providers and other business owners (“Shop Operators“) to create, adapt and manage their own online shop (“SUPR Online Shop“). Additionally, SUPR offers the technical means to technically link services of selected third parties to the respective SUPR Online Shop and thus use these services. Sellers are then able to sell products, services and deliverables to their own customers via these SUPR Online Shops. In this respect, customers of the SUPR Online Shops can either conclude a contract with the respective Shop Operator as non-registered customers (“Visitors“) or as registered customers of the SUPR network (“Members“). The SUPR network (“SUPR Network”) joins together all SUPR Online Shops and enables Members to make purchases on a cross-shop basis. For this, the customer has to register, once only, for the SUPR Networks and is then able to log in with his log-in details and conveniently make purchases within the network. As a result of the conclusion of a contract concerning the creation of the SUPR Online Shop, the Shop Operator is also registered as a Member of the SUPR Network. Use of the SUPR Network by Members and Shop Operators will be governed by separate GT&Cs, viewable here. Visitors and Members are hereinafter jointly referred to as “Customers“. The English version of these GT&Cs is provided only for assistance. The German version, which shall be provided to Shop Operators at any time upon request, shall be the sole authoritative version and shall be solely binding for the purposes of interpretation.
1. SCOPE OF APPLICATION
1.1 These GT&Cs will apply to all contracts concluded between the Shop Operator and Wirecard Technologies concerning the setting-up and use of a SUPR Online Shop.
1.2 Deviating, conflicting or supplementary General Terms and Conditions of Business of the Shop Operator will become part of the contract in relation to Wirecard Technologies only if and insofar as Wirecard Technologies has given its express written consent to their application. These GT&Cs will apply even if Wirecard Technologies unreservedly renders the services despite knowing of terms and conditions conflicting with or deviating from these GT&Cs.
2. CONTRACTUAL PARTNER
2.1 These GT&Cs will govern the contractual relations between SUPR and the Shop Operators
2.2 Only companies as defined by Section 14 BGB [German Civil Code], i.e. individuals or legal entities, or partnerships with legal capacity, that are acting in pursuit of their trade or their self-employment when entering into a legal transaction, can be Shop Operators.
2.3 Only persons who are of legal age (as defined by Section 2 BGB) and full legal capacity (as defined by Sections 104 et seqq. BGB) may register as Shop Operators. If the individual’s place of residence is in a country other than Germany, the statutory provisions applicable there relating to full age and legal capacity will apply.
3. SUBJECT-MATTER OF THE SERVICES, AVAILABILITY
3.1 SUPR is an online service that enables Shop Operators to create, adapt and manage their own Online Shop. Via these SUPR Online Shops, Shop Operators are then able to sell products to their Customers and/or offer services and/or deliverables to their Customers. Wirecard Technologies offers a multitude of services for this on SUPR. Some of these are already made available to the Shop Operator on SUPR upon registration (“Basic Services“), and some can, subject to a fee, be ordered on SUPR as a separate service following registration (“Premium Services“). Moreover, it is possible to order packages that combine multiple Premium Services (“Tariff Plans“). Additionally, SUPR also displays services that the Shop Operator can order from selected third parties (“Third-party Providers”), including, for example, legal consultants, content providers, web designers. With regard to offers from Third-party Providers, Wirecard Technologies is called in only as an intermediary platform between the Shop Operator and the Third-party Provider. Wirecard Technologies will not be a party to the contracts with Third-party Providers and will assume no responsibility for these.
3.2 The subject-matter and scope of the services will ensue from the description of the services on the SUPR website as current at the time of the purchase order. The SUPR services will, among other things, include:
3.2.1 CONFIGURATION AND CUSTOMISED ADAPTATION
SUPR offers the technical means to configure the SUPR Online Shop. In this respect, the free basic version already includes one layout for SUPR Online Shops. Additionally, SUPR offers many options for customising the layout offered. For this, SUPR makes available various tools and input masks. Among other things, the Shop Operator is given the option of uploading images and graphics and designing its Online Shop with a CSS source code using the CSS Code Editor. All options as well as any existing performance requirements (system requirements) and performance restrictions are described on the SUPR website.
SUPR offers Shop Operators various tools (some as a Basic Service, some as a Premium Service on an individual basis or on a tariff basis) necessary for the operation of an Online Shop. This includes, on the one hand, the means enabling the Shop Operator to incorporate article and information sites into its respective Online Shop and, on the other hand, tools that enable ordering, payment, order acknowledgement and invoicing. Furthermore, a management area is made available to the Shop Operators. A precise description of the services is given on the SUPR website
Regardless of an Online Shop, Shop Operators will also be able to use so-called widgets following registration. Widgets are modular components that Shop Operators and other providers can integrate into their websites, blogs, social media and apps. They enable a single product to be offered for sale without an Online Shop. Widgets contain only the representation of a product, including a checkout module. A precise description of the services is given on the SUPR website.
3.2.4 CONNECTION TO THIRD-PARTY SERVICES
For the operation of the Online Shop, Wirecard Technologies additionally collaborates with Third-party Providers that offer their services on SUPR (e.g. for marketing, payment or shipment). For these services, the Online Shop Operators may order from Wirecard Technologies the technical means to use these third-party services (as a Premium Service). However, the third-party service itself will be rendered by the Third-party Provider on the basis of a separate contract (independently of Wirecard Technologies).
SUPR enables the complete hosting of all article data and SUPR Online Shop content and makes the SUPR Online Shop available at its own web address. The storage space for this hosting is limited. A precise description of the services and details relating to storage space limitations are given on the SUPR website.
3.2.6 SUPR NETWORK
The SUPR Network combines all SUPR Online Shops. Every Customer who has registered for this as a Member can, by logging in, make purchases from every other shop in the SUPR Network without having to register anew. Additionally, Shop Operators can use the SUPR Network’s functionalities also as Customers for contracts with other SUPR Online Shops. Upon the registration of a SUPR Online Shop, the SUPR Network’s functionalities will also be activated for Shop Operators.
Wirecard Technologies makes available to the Shop Operator various help services and guides as text or video. Contact options are provided or retrievable on the SUPR website.
3.3 Wirecard Technologies offers the Shop Operator the means to operate up to a total of five SUPR Online Shops via SUPR. This will apply even if the Shop Operator registers multiple times, e.g. under different usernames.
3.4 Wirecard Technologies guarantees an availability rate of 99 % on average over the year. The following times are excluded herefrom:
3.4.1 times when the services are unavailable owing to technical or other problems that are not within the sphere of influence of Wirecard Technologies (force majeure, fault on the part of third parties, causes within the Shop Operator’s sphere of influence (e.g. hardware faults) etc.);
3.4.2 times of non-availability owing to scheduled and announced maintenance work. Wirecard Technologies will endeavour to schedule such maintenance work at times that will cause the least possible disruption to the operation of the individual SUPR Online Shops, e.g. during times of low usage of SUPRA Online Shops. In this respect, it is to be taken into account that Wirecard Technologies cannot fully rule out such disruption, as SUPR Online Shops are possibly provided in different time zones.
3.5 Insofar as interfaces for the integration of Third-party Providers’ services are made available to the Shop Operator, Wirecard Technologies guarantees that the functionality of such interface will correspond to the respective performance specification. Beyond this, no further compatibility with the Third-party Providers’ services is guaranteed.
4. REGISTRATION AND CONCLUSION OF A CONTRACT CONCERNING FURTHER SERVICES
4.1 The shop URL and the Shop Operator’s email address will be requested during the registration process on the SUPR website. By filling in and sending off the form for the registration of a new shop, the Shop Operator will apply for the conclusion of a contract with Wirecard Technologies. By entering the necessary information, by accepting these GT&Cs, the Network GT&Cs and the Data Protection Notice and by clicking on the “Register free of charge” button, the Shop Operator will submit an offer for the conclusion of a contract concerning use of SUPR and the SUPR Network. The Shop Operator will automatically receive confirmation of receipt requesting confirmation of the email address given. Only after this email address has been successfully confirmed by the Shop Operator will the contract with Wirecard Technologies be brought about.
4.2 Following registration, the Shop Operator will be able to order Premium Services from Wirecard Technologies on an individual basis or in the form of tariff plans. To this end, the Shop Operator will select on SUPR the respective Premium Service and/or the Tariff Plan by clicking on the “Make a booking” button. An order form will then appear. By entering the necessary information, by accepting the Special Terms and Conditions applicable to the Premium Service in the individual case concerned and by clicking on the “Make a binding booking” button, the Shop Operator will submit an offer for the conclusion of a contract concerning use of the respective Premium Service or the Premium Services combined in the Tariff Plan. The Shop Operator will automatically receive confirmation of receipt of the purchase order. The contract will not be brought about until the Shop Operator has received SUPR’s acknowledgement of the order.
4.3 In the case of offers with Third-party Providers, Wirecard Technologies will act only as an intermediary. Upon selecting the Third-party Provider’s offer, the Shop Operator will be redirected to the Third-party Provider’s website or offer. These GT&Cs do not cover the conclusion of a contract between the Shop Operator and the Third-party Provider. Please check the Third-party Provider’s possibly relevant terms and conditions of business.
5. THE SHOP OPERATOR’S DUTIES AND OBLIGATIONS
5.1 The data requested from the Shop Operator during the registration process and during the process of booking Premium Services and/or Tariff Plans will be provided fully and correctly and be regularly updated.
5.2 The Shop Operator undertakes to keep any access details secret in relation to unauthorised third parties. In particular, the username and password will be kept safe in such a way that access to these details by unauthorised third parties is impossible, and misuse of the access by third parties is thus ruled out. The Shop Operator will, without undue delay, inform Wirecard Technologies as soon as it becomes aware that the password has become known to unauthorised third parties. The Shop Operator will be liable for loss incurred upon Wirecard Technologies as a result of any use of SUPR by unauthorised third parties, insofar as the Shop Operator is at fault for this.
5.3 The Shop Operator will ensure that it can be contacted via the email address provided by it. In principle, the correspondence concerning the contract between Wirecard Technologies and the Shop Operator will be handled via email.
5.4 The Shop Operator will refrain from using the contractual services in any way that impairs the functionality of SUPR or other services of Wirecard Technologies or that is to be classified as an attack on third parties (e.g. hacking attempts, use or sending of spy software, mass sending of emails).
5.5 The Shop Operator will be responsible for the legitimacy of its SUPR Online Shop. In particular, the Shop Operator will
5.5.1 arrange and use its SUPR Online Shop(s) in accordance with the statutory requirements relevant in the territory where distribution is envisaged;
5.5.2 heed the statutory requirements also for the integration of third-party services via interfaces made available by Wirecard Technologies;
5.5.3 in particular heed copyrights, trademark rights, patent rights, name rights and marking rights, as well as other industrial property rights or personality rights of third parties, and not update and/or make publicly accessible any data files or information with content or representations that infringe third-party rights or in respect of which the Shop Operator does not have the rights necessary for implementing this contract with Wirecard Technologies;
5.5.4 not make publicly accessible any extremist (as defined by Sections 130, 130a and 131 StGB[Criminal Code]) content or any content that is sexually indecent, is pornographic as defined by Section 184 StGB or is likely to cause serious moral harm to children or adolescents or impair their well-being or harm the reputation of Wirecard Technologies;
5.5.5 fulfil the respective applicable duties relating to provider identification (“Mandatory Legal Notice“) and duties to provide information concerning data protection (“Data Privacy Statement“).
5.6 Contractual relations with Customers that place purchase orders on the SUPR Online Shops will arise only between the Shop Operator and the respective Customer. Only the Shop Operator will be obliged in relation to its Customers.
5.7 In SUPR, the Shop Operator will only enter data that is stored separately as backup copies and will not be irrecoverable in the event of loss. Wirecard Technologies’ liability for loss of data will be limited to the customary recovery expenditure that would have been incurred, had backup copies been made accordingly. Liability will not apply, insofar as the loss incurred would have been avoided, if the Shop Operator had regularly backed up all relevant data commensurately with the risk.
6. COSTS AND CHARGES
6.1 The Basic Services from Wirecard Technologies will be free of charge. The Shop Operator may be obliged to pay monthly fees as a result of the conclusion of a contract concerning Premium Services and/or Tariff Plans.
6.2 Prices for Premium Services and/or Tariff Plans will ensue from the price list or from the description of the respective Premium Service and/or the Tariff Plan.
6.3 Monthly fees arising for Premium Services and/or Tariff Plans will be settled via the available payment methods. The Shop Operator will select the payment method when booking the respective Premium Service or the respective Tariff Plan or by separate email notification to Wirecard Technologies (the options are described in greater detail on the SUPR website) and by authorising the payment instruction.
6.4 In the event of unsuccessful direct debits, or in the event of booking reversals (e.g. charge-backs), for which the Customer is at fault, Wirecard Technologies may, for every unsuccessful direct debit or booking reversal, charge the Shop Operator for the costs incurred upon Wirecard Technologies and for the costs charged by third parties.
6.5 In the event of cancellation, or reversal of a booking, by the Shop Operator or in the event of an unsuccessful direct debit (e.g. owing to insufficient funds on the bank account or owing to incorrect bank account details), Wirecard Technologies will be entitled to wholly invoice the Shop Operator for any applicable fees to be paid for Premium Services and/or Tariff Plans for the entire residual term. In the case of SEPA direct debits, Wirecard Technologies will give at least 5 calendar days’ prior notice of the direct debit (e.g. by issuing an invoice).
6.6 The invoice for Premium Services and/or Tariff Plans will be issued in pdf format and be sent automatically by email to the email address given by the Shop Operator. On request, and subject to a processing fee per invoice, the invoice may be sent by post. The sum of the processing fee will depend on the actual shipping costs.
7. RIGHTS OF USE, INDEMNIFICATION
8.1 If the services become unsuitable, or materially less suitable, for the contractual use, the Shop Operator will, without undue delay, inform Wirecard Technologies thereof in text form.
8.2 Insofar as the statutory provisions relating to liability for defects under lease agreements apply to individual services rendered under these GT&Cs, Section 536 a (2) BGB (the lessee’s right to eliminate defects itself) and Section 536 a (1) BGB (the lessor’s liability for damages) will be waived, insofar as the standard concerned provides for no-fault liability.
10. STATUTE OF LIMITATION
11. CONTRACT TERM, TERMINATION AND BLOCKING
12. DATA PROTECTION
12.1 The Shop Operator will be responsible for compliance with applicable data protection law in relation to its Online Shop Visitors and Customers on the SUPR platform. In particular, the Shop Operator will be responsible for the lawfulness of the data processing in connection with use of the Online Shop and for compliance with the duties to inform on the basis of the (EU) 2016/679) General Data Protection Regulation (EU) 2016/679) applicable from 25.05.2018 and the national data protection laws.
12.2 As the SUPR platform operator, Wirecard Technologies GmbH will collect and process personal data on behalf of the Shop Operator. By concluding the contract, therefore, the Shop Operator undertakes to sign and return the agreement on commissioned data processing to Wirecard Technologies in duplicate.
12.3 Further information on the handling of personal data on the e-commerce platform SUPR can be found here.
13. AMENDMENT OF THE GT&CS, ALTERATION OF SERVICES
14. FINAL PROVISIONS