General Terms and Conditions of Business (T&C)
Contractual Terms for Use of the Platform www.cleanmachines24.com
Last amended: 28 December 2015
§ 1 General / Definitions
1.1 By means of its portal, reachable at www.cleanmachines24.com (hereinafter „Portal“), the company Investmentgood24.GmbH, based at Peter-Henlein-Str. 10, 89312 Günzburg (hereinafter „Ig24“), makes an Internet platform available to business owners - as defined in Item 2.2 below - for trading (e.g. selling, hiring out or otherwise enabling use of) used cleaning technology products (e.g. cleaning machines), which are intended for commercial use (hereinafter collectively „Cleaning Technology“). The Portal enables business owners to post on the Portal offers to sell or hire out and/or otherwise enable use of Cleaning Technology. Other users of the Portal who are interested in these offers may contact the respective business owner making the offer, and conclude (outside of the Portal) a contract for purchasing, hiring or otherwise obtaining use of the Cleaning Technology.
1.2 These General Terms and Conditions of Business (hereinafter „T&C“) shall apply to business owners (hereinafter „Advertiser(s)“) who post one or more offers on the Portal (hereinafter „Advertisement(s)“) to sell or hire out and/or otherwise enable use of Cleaning Technology. These T&C shall govern the rights and duties applicable to the parties (i.e. the Advertiser and Ig24) in connection with posting Advertisements and making them accessible to the public on the Portal.
§ 2 Scope of Application
2.1 The business relations between Ig24 and the Advertiser shall be governed exclusively by these T&C, as worded in the version currently in force when the first Advertisement is posted on the Portal (see top of these T&C). Conflicting General Terms and Conditions of Business prescribed by the Advertiser shall not be accepted by Ig24 and shall not become part of the contract, unless Ig24 has given its express written consent to their application. After a contract with the Advertiser has been concluded (cf. § 4), Ig24 may amend these T&C without stating any reasons, subject to two weeks´ notice. The amended T&C shall be sent to the Advertiser in writing or by email no later than two weeks before they enter into effect. The amendments shall be deemed accepted, provided no written objection to them is filed within two weeks of notification. This consequence shall be specifically pointed out to the Advertiser when notification of the amendments is given.
2.2 The Portal is aimed exclusively at business owners, not consumers. A user of the Portal who posts any Advertisement(s) on the Portal outside of his trade or self-employment shall be deemed a consumer, whereas a business owner is defined as an individual, a legal entity, a person with legal capacity or a partnership with legal capacity who posts any Advertisement(s) on the Portal in pursuit of their trade or self-employment.
§ 3 Registration and Login
3.1 The posting of Advertisements on the Portal by the Advertiser shall be conditional upon prior registration by the Advertiser in accordance with Item 6.1 below. Only legal entities and adults with full legal capacity shall be permitted to register. Actual registration is free of charge for the Advertiser. Fees shall be charged only for posting one or more Advertisements on the Portal on the basis of the Advertiser’s registration (cf. § 7 for the fees then falling due).
3.2 Upon registration, the Advertiser shall receive its login access data, by means of which it can post Advertisements on the Portal and manage (e.g. change the prices or the product information) and delete its Advertisements. The Advertiser’s login access data shall consist of the Advertiser’s name (email address) and a password.
3.3 The Advertiser shall keep its password secret and not disclose it to third parties. If third parties obtain knowledge of the Advertiser’s password, the Advertiser shall immediately report this to Ig24 and change the password. As a matter of principle, the Advertiser shall be liable for all activities undertaken using its access data. This shall not apply if the Advertiser is not responsible for misuse of its access data, owing to the fact that the duties of care in place have not been breached.
§ 4 Contract Closure, Contractual Term, Termination
4.1 The contract between Ig24 and the Advertiser concerning the publication of Advertisement(s) on the Portal shall be brought about as follows:
4.1.1 First of all, conclusion of a contract shall be conditional upon effective registration by the Advertiser on the Portal (cf. Item 6.1 below).
4.1.2 Before the Advertiser can publish an Advertisement by activating it on the Portal, it must provide its bank account details. Only then can the Advertisement be unlocked/activated using the input button „Publish advertisement“.
4.1.3 The contract shall be deemed concluded when the Advertiser unlocks/activates its first Advertisement. The contract shall run for an indefinite period. The Advertiser may terminate the contract at any time by fully deleting all its Advertisements from the Portal. In any such case, the contract shall end at the close of the day on which all its Advertisements are deleted from the Portal by the Advertiser.
4.2 This shall be without prejudice to the right of both Parties to terminate the contract without prior notice for good cause.
4.3 Moreover, Ig24 shall be entitled to give 2 weeks’ routine notice terminating the contract with the Advertiser at any time, no reasons stated.
4.4 Any notice of termination must be given in writing. Notices of termination issued to Ig24 must be sent in writing to the address given in the Legal Notice on the Portal, or to the email address info@cleanmachines24.com. Notices of termination issued to the Advertiser may be sent in writing to its business address or to its email address provided on registration.
4.5 On termination of the contract, Ig24 shall be entitled to delete any and all Advertisements not yet deleted from the Portal by the Advertiser.
4.6 Termination of the contract (for whatsoever reason) shall not affect the monthly basic charges or advertisement fees (cf. § 7) incurred by such date.
§ 5 Ig24’s Contractual Duties
5.1 Throughout the contractual term, Ig24 shall be under obligation to make available the storage space that is required for the Advertisement(s) posted on the Portal by the Advertiser, such that the Advertisement(s) is/are accessible to the public via the Portal (until deleted by the Advertiser). Ig24 reserves the right to restrict the number of data sets imported by the Advertiser each day, insofar as this is necessary on technical grounds, in particular for capacity reasons. In this respect Ig24 shall take into account the legitimate interests of all the Advertisers, and it shall give advance notification about any such restriction accordingly.
5.2 The Portal’s availability is 24/7. Availability shall mean here that Advertisers can post Advertisements on the Portal, manage them on the Portal, delete them from the Portal, and make the Advertisements it has posted accessible to the public via the Portal.
5.3 Availability does not include the periods or interruptions necessary for servicing the Portal, or interruptions owing to force majeure or other causes beyond Ig24’s control. Ig24 shall accept no liability for such interruptions. However, Ig24 shall promptly take all appropriate and reasonable measures to remedy any interruption as quickly as possible.
§ 6 Advertiser’s Contractual Duties
6.1 During registration, the Advertiser’s full corporate name, address, telephone number and email address, the name of the individual effecting registration on behalf of the Advertiser, as well as a password must be given. The Advertiser must truthfully provide the details requested on the registration form, and in the event of any alteration promptly update the particulars. The individual registering the Advertiser must be authorised to conclude a contract between the Advertiser and Ig24 for posting Advertisements on the Portal. Registration is not transferable and may only be used by the registered Advertiser. Ig24’s Data Privacy Policy shall also apply, supplementing these T&C.
6.2 The Advertiser shall refrain from offering multiple products individually or as a package within a single Advertisement, and shall refrain from offering new (i.e. unused) products for sale or for use.
6.3 The Advertiser undertakes to pay the Portal fee specified in § 7. Furthermore, it undertakes when creating its Advertisements to ensure that these do not violate statutory regulations (in particular provisions under copyright law, trademark law, media law or competition law, regulations laid down in the Price Indication Ordinance [Preisangabenverordnung], provisions of the Telemedia Act [Telemediengesetz] (duty to publish a legal notice), or statutory data protection regulations). In particular, the Advertiser undertakes not to make accessible in connection with its Advertisements any content constituting an offence under penal law (e.g. content that is defamatory, incites hatred, is pornographic or is insulting). Insofar as the Advertiser sets hyperlinks in its Advertisements, the Advertiser undertakes only to install links to other websites whose content is lawful and that do not violate statutory regulations, in particular penal provisions.
6.4 Ig24 shall be entitled to block advertisements that breach provisions of these T&C. The same shall apply to any Advertisement where third parties claim vis-à-vis Ig24 that the Advertisement infringes their rights, and therefore call upon Ig24 to block the Advertisement concerned. In any such case, Ig24 shall unblock the Advertisement as soon as it has been established, by means of a declaration from the third party concerned or in a final and non-appealable court ruling, that the Advertisement concerned does not (any longer) infringe the third party’s rights.
§ 7 Fees, Payment, Due Date, Default
Ig24 shall charge a fee (hereinafter „Portal Fee“) for providing the Portal. The Portal Fee shall be made up as follows:
- monthly advertisement fee
7.2 The advertisement fee amounts and the scales of fees in force at the time are specified in the price list viewable on the Portal, unless otherwise agreed in writing between Ig24 and the Advertiser.
7.3 Statutory value-added tax at the rate in force at the time has to be added to fees given in the price list.
7.4 If Ig24 alters the Portal Fee (i.e. advertisement fee), such alteration shall be made on the 1st day of the calendar month in each case. Advertisers who have already concluded a contract with Ig24 shall be informed of the fee change by email on the same day. If the Advertiser, subsequent to such notification, does not delete all its Advertisements from the Portal by the end of the same calendar month, this shall constitute consent to the fee change. This consequence shall be pointed out to the Advertiser in the email giving notification of the fee change. If the Advertiser has been informed of a fee change on the 1st day of the calendar month as described above, and if the Advertiser does not delete all its Advertisements from the Portal by the end of that same calendar month, the fee change shall subsequently apply as from the following calendar month.
7.5 Unless otherwise agreed with the Advertiser in writing on an individual basis, Ig24 shall bill the Portal Fee monthly in arrears, issuing an invoice for the preceding calendar month on the first business day of the following calendar month. The invoiced amount shall be collected via SEPA direct debit only. Ig24 shall issue an invoice and send it to the Advertiser by email. The invoiced amount shall be charged to the agreed bank account no earlier than 3 days after receipt of the invoice.
7.6 As a matter of principle, all amounts shall be due for payment upon receipt of the invoice. The Advertiser shall be deemed in default if the invoiced amount is not settled within 14 days. If the Advertiser defaults, Ig24 shall be entitled to demand default interest at the rate of 5% p.a. over and above the base interest rate. This shall be without prejudice to Ig24’s right to demand statutory default interest or to prove to the Advertiser that some bigger loss has been incurred. The Advertiser shall remain free to prove that Ig24 has only sustained smaller losses.
§ 8 Guarantees, Liability for Portal Content and Advertisements
8.1 The content of the Portal has been created by Ig24 with utmost care. Nevertheless, Ig24 does not guarantee that the Portal is up-to-date and complete. With regard to Advertisements, Ig24 functions merely as a technical service provider, and as such it does not act as an agent or representative of the Advertiser or on behalf of the Advertiser. In this respect therefore, Ig24 shall not be responsible for the lawfulness or accuracy of the Advertisements posted on the Portal by Advertisers. The Advertiser shall be exclusively responsible for the lawfulness and accuracy of its Advertisements. Ig24 does not examine the content of the Advertisements posted by the Advertiser on the Portal, nor is it under any obligation to do so. The Advertiser itself activates its Advertisement(s) on the Portal.
8.2 The Advertiser guarantees that it is a business owner as defined In Item 2.2 above, and not a consumer.
8.3 The Advertiser guarantees that the respective Advertisements it posts on the Portal, as well as any hyperlinks installed there, are lawful and do not violate statutory regulations (e.g. provisions of competition law). Furthermore, the Advertiser guarantees that it is entitled to post Advertisements on the Portal, and that it possesses the right to make accessible to the public via the Portal all content (e.g. information, texts, photos) contained in the Advertisements, and the right to have such content printed out by visitors to the Portal. The Advertiser shall indemnify Ig24 against claims brought against Ig24 by third parties (e.g. the photographer of a product shown in an Advertisement) on the basis that their rights have been infringed by an Advertisement. The Advertiser shall compensate Ig24 for any loss sustained by Ig24 as a result of any breach of the above guarantees. This shall also and in particular include reimbursement of reasonable costs required for legal defence purposes.
8.4 The Advertiser guarantees that all the information provided in its Advertisements is truthful, and that it is able to dispose over the Cleaning Technology advertised in accordance with the offer made in the Advertisement. The Advertiser shall likewise indemnify Ig24 against all claims asserted by third parties on the basis of a contract concluded with the Advertiser which relate to the Cleaning Technology offered (e.g. warranty claims of a buyer of a Cleaning Machine). This shall also and in particular include reimbursement of reasonable costs required for legal defence purposes.
§ 9 Ig24’s Liability in all Other Respects
9.1 Ig24 shall be fully liable for loss or damage caused by Ig24 with wrongful intent or owing to gross negligence, or in cases of mortal injury, physical harm or health damage caused by Ig24. In the event of a breach of cardinal duty, Ig24 shall be liable for all and any culpable conduct on the part of its statutory representatives, executive employees or other vicarious agents.
9.2 In all other respects, any claim to damages shall be limited to the foreseeable loss typical of this type of contract.
9.3 Except in cases where Ig24 has expressly assumed guarantees or where losses arise from mortal injury, physical harm or health damage, liability for compensation for indirect loss - in particular for lost profit - shall exist solely in cases of wrongful intent or gross negligence on the part of Ig24’s statutory representatives, executive employees or other vicarious agents.
9.4 In cases other than those mentioned in Items 9.1, 9.2 and 9.3 above, Ig24's liability shall be excluded. Insofar as Ig24’s liability is excluded, this shall also apply with regard to the personal liability of Ig24’s employees, workers, personnel, representatives and vicarious agents.
§ 10 Rights in the Portal
Ig24 is the exclusive owner of all rights in the Portal and its content, elements and constituent parts (except for the Advertisements posted by the Advertiser), including the website along with sub-pages, as well as the database and software upon which the Portal is based. All copyrights, trademark rights and other property rights existing therein shall accrue exclusively to Ig24; this shall be without prejudice to any rights of the Advertiser in the Advertisements it has posted.
10.2 Within the scope of these T&C, the Advertiser shall have the right to make individual Advertisements visible on its screen exclusively using the online search masks provided by Ig24, and the right to make a printout for the purpose of permanent visualisation. Automated retrieval via scripts, using search software to bypass the search mask or by comparable means is not permitted.
10.3 Data obtained by means of retrieval may not be used by the Advertiser in whole, in part or in extracts for setting up its own database in any medial form whatsoever, and/or for exploiting data or furnishing information on a commercial basis, or for any other form of commercial exploitation. Linking, integrating and/or otherwise interconnecting the Portal’s database or individual elements thereof with other databases or meta-databases is not permitted.
§ 11 Final Provisions
11.1 The legal relations between Ig24 and the Advertiser shall be governed by the laws of the Federal Republic of Germany, excluding UN sales law.
11.2 Munich shall be place of jurisdiction, if the Advertiser is a registered trader, a legal entity under public law or a special fund under public law. Munich shall also be place of jurisdiction for Advertisers who have no place of general jurisdiction in the Federal Republic of Germany.
11.3 If any individual provisions in these T&C are wholly or partly ineffective or contain omissions, the remaining provisions shall continue to apply. The parties shall eliminate any such omissions by agreeing on a clause that most closely reflects the purpose of the ineffective provision.