Terms of Service
Last Updated: March 28, 2024
1. General Provisions
1.1 These Terms of Use (the "Terms of Use") apply between Arbor Technologies Gmbh, Hagenauer Str. 2 10435 Berlin, Germany ("Brandback"), the Sellers (each a "Seller" and together the "Sellers") and the Buyers (each a "Buyer" and together the "Buy-ers") (Sellers and Buyers also each a "User") (Users and Brandback each a "Party" and together the "Parties") with respect to Brandback's Services (the "Services") and the provision of the online Marketplace (the "Marketplace"), as further described below. Brandback makes the Services and the Marketplace available to Users via the website "brandback.de" (the "Platform").
2. Services of Brandback
2.1 On the Platform, Users can share content, such as personal photos and comments, as well as general information about their products and goods on offer (the "User Con-tent") with other Users. It is also possible for Users to communicate directly with each other via the Platform's chat function.
2.2 The Services on the Platform include • the technical provision of the Platform after the User has registered; • facilitating the negotiation and conclusion of purchase contracts on the Platform (the "Purchase Contracts") via the Marketplace (see section 3); and • the provision of information and communication options between Users.
2.3 Registration and use of the Services on the Platform are free of charge for Users.
3. Use of the Marketplace
3.1 The Marketplace is only available to Users of legal age and entrepreneurs with legal capacity within the meaning of § 14 BGB (German Civil Code) . Brandback may there-fore require the User to provide proof of legal age or entrepreneurial status as part of the registration process.
3.2 After registering, Sellers have the opportunity to list their goods on the Platform in order to present them to registered Buyers. The listing and presentation of the Seller's goods on the Platform does not constitute a legally binding offer, but merely an invita-tion to the Buyer to place orders for a specific purchase quantity (invitatio ad offeren-dum).
3.3 Brandback expressly states that it does not check the validity of the data and that incorrect data entry only affects the User relationship. The analyses carried out by Brandback are based on the data provided by the Users. Users are obliged to ensure that the data they provide is correct and that they have the necessary authorization to use and pass on the data.
3.4 By clicking the button "Confirm and pay" in the last step of the ordering process, the Buyer submits a binding offer to purchase the goods. Immediately after sending the order, the Buyer receives an order confirmation, but this does not constitute ac-ceptance of the offer. A Purchase Contract is concluded between the Seller and the Buyer when the Seller accepts the Buyer's order via the Platform, if necessary after further contract negotiations via the Platform.
3.5 Users can search for sales offers based on various criteria. The default ranking of the sales offers displayed depends on the time setting, whereby the current sales offers are displayed first. There is no possibility for Sellers to influence the ranking of the sales offers, in particular against payment of a fee.
3.6 Brandback assumes no obligations with regard to the conclusion of Purchase Con-tracts between Users on the Platform. Brandback has no influence on the conclusion or non-conclusion of a Purchase Contract between the Seller and the Buyer. The in-formation provided by Brandback about Services and conditions or other information serves exclusively to enable the User to make an independent and responsible deci-sion. Users cannot demand the conclusion of a Purchase Contract via the Platform.
4. Terms of Payment
4.1 Registration on the Platform is free of charge for the User.
4.2 When selling goods on the Marketplace, the Seller is obliged to pay the agreed trans-action fee to Brandback if a purchase contract is concluded.
4.3 The User has the option of paying the amount due using the means of payment of-fered when the Purchase Contract is concluded.
4.4 If the Seller accepts the offer, payment is processed via the payment service providers integrated on the Platform. Payment processing may also require consent to the con-tractual terms and conditions of the payment service providers. In the case of pay-ment processing via the Platform, the agreed purchase price will be paid thirty (60) days after conclusion of the Purchase Contract, after deduction of the transaction fee in accordance with Section 4.2 to the Seller by the payment service provider.
4.5 The Buyer will be informed of the means of payment available on the Platform in due time before the Purchase Contract is concluded. The Buyer is not entitled to a specif-ic means of payment.
5. Registration
5.1 The User is obliged to register on the Platform. The User is obliged to provide the re-quired information completely and truthfully.
5.2 Registered Users can use the Platform as Buyers and/or Sellers. However, a User can-not be both Buyer and Seller in relation to a Purchase Contract.
5.3 When registering a User account (the "User Account"), the User must enter the infor-mation in the mandatory fields and choose a password. The e-mail address and the password serve as login data (the "Login Data"). In the final step of the registration process, the User submits a binding offer for registration. Immediately after submitting the registration, the User will receive a registration confirmation by e-mail including the Terms of Use.
5.4 The User is obliged to adequately protect Login Data and content from unlawful ac-cess by third parties, to keep passwords secret and to secure the User account from unauthorized access by third parties. The User shall inform Brandback immediately if the User suspects unauthorized access to the User account and/or if there are indica-tions of such access.
5.5 Brandback is entitled to refuse the User's registration without giving reasons, to delete a User account or to block access to the Platform. In such a case, Brandback will in-form the User accordingly.
6. User Content, User Obligations
6.1 The User is solely responsible for the User Content. The User is generally liable for all activities carried out under his/her User Account. The User is not liable if he is not re-sponsible for the misuse of his User Account.
6.2 The User shall ensure that the User Content in particular
6.2.1 is not harassing, offensive, harmful to minors or illegal in any other way;
6.2.2 does not infringe the rights of third parties, in particular copyright, personal rights or other property rights; or
6.2.3 is not confidential, e.g. contains business secrets.
6.3 By providing or entering User Content, the User irrevocably grants Brandback the non-exclusive, worldwide, free right to use User Content for the fulfillment and execution of the contract. Brandback may also have the rights granted to the User Content ex-ercised by third parties, for example by vicarious agents (e.g. hosting Service provid-ers).
6.4 The User warrants that the User Content does not contain or spread viruses or other malware such as worms or spyware and that its transmission and contractual pro-cessing by Brandback does not infringe the rights of third parties or violate any laws. The User is obliged to obtain any necessary third-party consents in advance, in par-ticular those required under applicable data protection law or under the German Art Copyright Act (KunstUrhG), and to provide Brandback with proof of such consent im-mediately upon request.
7. Warranty, Liability
7.1 Brandback does not warrant any specific availability of the Platform. Brandback ac-cepts no liability for temporary unavailability of the Platform.
7.2 Brandback does not verify the information provided by Users on the Platform or the information provided on third party websites. Brandback therefore cannot guarantee the correctness, accuracy, reliability, timeliness, appropriateness and/or completeness of this information available on the Platform.
7.3 The fulfillment of the Purchase Contract concluded on the Platform is the responsibil-ity of the User. Users are solely responsible for complying with the legal provisions when fulfilling the Purchase Contract. Brandback does not assume any warranty for the fulfillment of the Puchase Contracts concluded on the Platform, nor any liability for material defects. Brandback is under no obligation to ensure the fulfillment of the Purchase Contracts concluded between the Users.
7.4 Brandback cannot guarantee the actual identity and authorization to dispose (Ver-fügungsberechtigung) of the Sellers. In case of doubt, Buyers are advised to take ap-propriate measures to ascertain the true identity and authorization to dispose of the Seller.
7.5 Notwithstanding the above provisions, Brandback shall be liable without limitation for • willful intent and gross negligence on the part of Brandback, its legal representa-tives, executives or other vicarious agents; • in the event of injury to life, limb or health. In the event of slight negligence, Brandback shall only be liable for the breach of a ma-terial obligation (Kardinalpflicht), the fulfillment of which is essential for the proper op-eration of the Platform and on the observance of which the User may regularly rely. Li-ability in the event of a breach of such an essential obligation is limited to such damag-es that typically occur and which Brandback had to foresee at the time of the User's registration due to the circumstances known to Brandback at that time. Liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected by this.
7.6 Sect. 7 also applies in favor of the employees, representatives, organs and vicarious agents of Brandback.
8. Indemnification
8.1 Users shall indemnify Brandback against all claims asserted by third parties against Brandback due to the infringement of their rights or due to legal violations based on the offers and/or User Content posted by the Users, insofar as the respective User is responsible for this infringement. The respective User shall also assume the reasonable costs of Brandback's legal defense in this context, including all court and attorney's fees.
8.2 Brandback is not in a position to guarantee the legal conformity of Users' actions be-fore, during or after the purchase. Users therefore undertake to indemnify Brandback against all claims asserted against Brandback by third parties in connection with the sale on the Marketplace.
9. Term, Termination
9.1 The contract based on these Terms of Use is concluded for an indefinite period. The term of the contract begins on the date of the User's successful registration.
9.2 This contract may be terminated by Brandback and/or the at any time with immediate effect. The right to extraordinary termination of the contract for good cause remains unaffected by this. Termination shall result in the User no longer having access to his User account.
10. Final Provisions
10.1 The EU Commission provides the possibility to conduct a complaint procedure for online dispute resolution for consumers on the website (https://ec.europa.eu/consumers/odr/). Brandback is not willing or obliged to partici-pate in a dispute resolution procedure before a consumer arbitration board.
10.2 The law of the Federal Republic of Germany shall apply to the contract and all claims and rights arising therefrom or otherwise in connection therewith.
10.3 If a User is an entrepreneur within the meaning of § 14 BGB, the exclusive place of jurisdiction for all disputes between the Parties arising from or in connection with the contract is Berlin.
10.4 Should individual provisions of these Terms of Use be or become invalid or contradict statutory provisions, this shall not affect the validity of these General Terms and Con-ditions of Business. The Parties shall replace the invalid provision by mutual agreement with a valid provision that comes closest to the economic purpose of the invalid provi-sion in a legally effective manner. The above provision shall apply accordingly in the event of contractual loopholes.