General Terms and Conditions of Spreadly GmbH

Spreadly GmbH
Forstenrieder Weg 1G
82065 Baierbrunn
Germania

Represented by the management board: Florian Theimer

Email: info@spreadly.app

§ 1 Contractual partners, scope of application

(1) Spreadly GmbH (hereinafter referred to as "SPREADLY") provides an online store at https://spreadly.app/-/shop where customers can purchase digital and NFC business cards and stickers.

(2) The following General Terms and Conditions (hereinafter referred to as "GTC") apply to all contracts via the SPREADLY online store with its customers who purchase goods as entrepreneurs via the platform.

(3) These GTC shall apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that SPREADLY has expressly agreed to their validity.

(4) The online store is only aimed at entrepreneurs and not consumers. A consumer is any natural person who concludes a legal transaction for a purpose that cannot be attributed to their commercial or independent professional activity.

§ 2 Conclusion of contract, provision of services

I. Shipping products:

(1) The product presentations in SPREADLY's online store represent offers to purchase to the Customer. By clicking the "Buy now" button at the end of the order process, the Customer accepts this offer with binding effect.

(2) The placement of the products in the online store constitutes a binding offer to conclude a contract for these items. If the customer intends to purchase an NFC business card, he can choose between personalizable and non-personalizable business cards. If the customer chooses a customizable business card, various configuration tools are available in the online store. The finished product can then be placed in the shopping cart. For the other purchase products, the customer can accept this offer by first placing the products in the shopping cart without obligation and then clicking the "Checkout" button to initiate the order process. After entering the delivery and shipping address and selecting a payment option, the customer is taken to the final order page. Here they can check their order again and change their details if necessary. By clicking on the "Buy / order with obligation to pay" button, the customer accepts SPREADLY's binding offer. Immediately after sending the order, the customer will receive another confirmation of the purchase contract by e-mail.

(3) The customer also has the option of registering and placing future orders after entering a user name and password.

II. Digital business cards

(1) To order a digital business card subscription, the customer must first register. The customer can then select their desired subscription model and set up their digital business card before being redirected to the payment page.

(2) If agreed, the customer can test the digital business card free of charge during an agreed test period. No payment details are required for this trial period. If the customer does not provide any payment details after the trial period, the contract ends automatically at the end of the free trial period.

(3) Unless otherwise agreed in individual contracts, the following notice periods apply to a subscription to a digital business card:

• In the case of a term of one month, termination is possible at any time to the end of the contractually agreed term;
• In the case of a term of three months, termination is possible at any time with a notice period of one month to the end of the contractually agreed term;
• In the case of a term of one year, termination is possible at any time with a notice period of two months to the end of the contractually agreed term;
• In the case of a term of three years, termination is possible at any time with a notice period of six months to the end of the contractually agreed term.

If the contract is not terminated at the end of the respective minimum contract term, the contract is extended again by the agreed minimum contract term and can then be terminated again at the end of the extended minimum contract term in compliance with the aforementioned notice periods.

§ 3 Delivery, shipping conditions

(1) With regard to delivery costs and delivery times, reference is made to the current SPREADLY shipping costs table. The Customer will also be shown the exact delivery costs during the ordering process.

(2) On-site collection is not possible.

§ 4 Terms of payment

(1) All prices are subject to the applicable statutory value added tax. The tax is shown separately on the invoice.

(2) The prices at the time of the customer's order shall apply. The customer is informed of the period of validity of the limited offers where they are displayed in the store.

(3) Payment for the goods may be made in accordance with the payment methods proposed in the order process and under the conditions specified therein. SPREADLY reserves the right to exclude certain payment methods depending on the result of the verification of the Customer's data (identity and credit check). The following payment methods are generally available to the customer in the online store:

(a) Credit card: When placing the order, the customer enters their credit card details. After legitimization as the legitimate cardholder, the payment transaction is carried out automatically and the card is debited.

(b) PayPal: During the ordering process, the customer is redirected to the website of the online provider PayPal. In order to be able to pay the invoice amount via PayPal, they must be registered there or register first, legitimize themselves with the access data and confirm the payment instruction to the seller.

(c) SEPA direct debit mandate: If you consent to the collection of the invoice amount by SEPA direct debit mandate, the payment will be processed via the payment service provider Stripe.

(d) Prepayment: The customer receives an invoice with bank transfer details after conclusion of the contract.

(4) If the Customer is in default of payment, SPREADLY reserves the right to charge the Customer a flat-rate reminder fee of €5.99 for the second and all subsequent reminders, irrespective of whether the first reminder was sent to the Customer by post or e-mail. However, the Customer shall be permitted to prove that the damage incurred by SPREADLY is less than the flat-rate fees. In the event of late payment, the Customer undertakes to reimburse SPREADLY for all costs, expenses and cash outlays incurred by SPREADLY in pursuing its claims. Without prejudice to any obligation to reimburse costs under procedural law, this shall also include all out-of-court costs of a collection agency or lawyer engaged.

(5) The Customer shall be entitled to assert rights of retention against SPREADLY's claim for payment to which it is entitled pursuant to Section 320 BGB or which otherwise result from the same contractual relationship. The Customer shall not be entitled to any other rights of retention.

(6) The Customer shall be entitled to set off an undisputed or legally established claim against SPREADLY's claim for payment. Furthermore, the Customer shall be entitled to set off a claim resulting from the fact that SPREADLY has not fulfilled its obligations or has not fulfilled them properly if these obligations are in a relationship of performance and counter-performance with the payment claim against which the set-off is to be made. In addition, offsetting shall be excluded.

§ 5 Retention of title

(1) SPREADLY shall retain title to the delivered item until payment has been made in full.

(2) SPREADLY shall be entitled to make partial deliveries to the usual extent.

§ 6 Liability, warranty

(1) Unless expressly agreed otherwise, the statutory warranty rights shall apply.

(2) SPREADLY shall be liable without limitation in the event of intent, gross negligence and culpable injury to life, limb or health.

(3) Notwithstanding the aforementioned cases of unlimited liability, SPREADLY shall only be liable in the event of a slightly negligent breach of duty in the event of a breach of material contractual obligations, i.e. obligations whose fulfillment is essential for the proper performance of the contract or whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the other party may regularly rely, but limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.

(4) The above limitations of liability shall not apply to liability under the Product Liability Act.

(5) This liability rule shall also apply in favor of employees, representatives, organs, vicarious agents and processors of SPREADLY.

§ 7 Contract language, contract text storage

(1) The language available for the conclusion of the contract is German.

(2) SPREADLY offers translations of these GTC into other languages. These are for information purposes only. The meaning of the terms, conditions, provisions and warranties contained herein are subject to their respective definitions and interpretations in the German language. In the event of any discrepancy or inconsistency between the German version of this text and its translation, only the German version shall prevail.

(3) SPREADLY saves the text of the contract and sends the order data and GTC to the Customer by e-mail.

§ 8 Data security, data protection

(1) SPREADLY shall comply with the applicable data protection provisions, in particular those applicable in Germany, and shall oblige its employees deployed in connection with the contract and its performance to maintain data secrecy, unless they are already generally obliged to do so.

(2) If SPREADLY collects, processes or uses personal data, it warrants that it is authorized to do so in accordance with the applicable provisions, in particular those of data protection law.

(3) SPREADLY shall collect and use customer-related data only to the extent required for the performance of this contract. The Customer consents to the collection and use of such data to this extent.

(4) SPREADLY shall be entitled to pass on the necessary data to third parties if it commissions them to carry out work in relation to the customer order.

(5) In addition, reference is made to the SPREADLY privacy policy. See https://spreadly.app/-/legal/privacy

(6) Insofar as SPREADLY processes personal data on behalf of third parties in the course of providing its services, this shall be carried out on the basis of the data processing agreement in Annex 1. This contract regulates in particular the security measures for the protection of the data and ensures that the processing is carried out in accordance with the requirements of the General Data Protection Regulation (GDPR) and other relevant data protection laws.

§ 9 Force majeure

Neither party shall be obliged to fulfill its contractual obligations in the event of and for the duration of force majeure. The following circumstances in particular are to be regarded as force majeure in this sense:

• fire/explosion/flooding for which the contractual partner is not responsible,
• war, mutiny, blockade, embargo, pandemic
• labor dispute lasting more than 6 weeks and not culpably brought about by the contractual partner,

Each contracting party must inform the other immediately in writing of the occurrence of a case of force majeure.

§ 10 Miscellaneous

(1) German law shall apply exclusively, to the exclusion of the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) Should any provision of these General Terms and Conditions be invalid, the remainder of the contract shall remain valid. The relevant statutory provisions shall apply in place of the invalid provision.

(3) There are no verbal or written ancillary agreements.

(4) 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 disputes arising from contractual relationships between the Customer and SPREADLY shall be the registered office of SPREADLY.

Annexes

• Annex 1 - Data Processing Agreement: https://spreadly.app/ro/legal/data-processing-agreement

Versiunea 1.1, în vigoare din 14 martie 2024