General Terms and Conditions (GTC)
General Terms and Conditions (GTC)
for the online store at www.vyndo.io
from
UpReach GmbHKeithstraße 2-410787 BerlinDeutschland
Telephone (switchboard): 030 5200 45 824
Email: mail@upreach.com
(hereinafter: provider)
for the sale of products to entrepreneurs
(hereinafter: Customers)
Scope
The sale of the provider's products offered via the online shop at the above-mentioned URL is carried out exclusively on the basis of the following General Terms and Conditions (GTC) in the version valid at the time the contract is concluded.
These General Terms and Conditions apply exclusively. Any terms and conditions of the customer that deviate from these General Terms and Conditions shall not apply unless expressly agreed upon by the provider and the customer.
Unless otherwise agreed, these General Terms and Conditions also apply to the following contracts:
Delivery of goods with digital elements
Definition, limitation
An entrepreneur within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his or her commercial or independent professional activity.
The subject matter of the contract is the one-time delivery of goods which are not prefabricated and for whose production an individual selection or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer.
Conclusion of contract
The offers on the provider's website represent a non-binding invitation to the customer to order products (goods/services). By submitting the order (clicking the "Purchase" button) on the provider's website, the customer submits a binding offer to conclude a contract.
Confirmation of receipt of the order will follow immediately after the order has been sent and does not generally constitute acceptance of the contract. The provider can declare acceptance within five days by sending a written order confirmation or an order confirmation in text form (email), whereby receipt of the order confirmation by the customer is decisive, or by delivering the ordered goods, whereby receipt of the goods by the customer is decisive, or by requesting payment from the customer after placing the order. If several of the aforementioned alternatives apply, the contract is concluded at the time at which one of the aforementioned alternatives occurs first. If the provider does not declare acceptance within the aforementioned period, this shall be deemed a rejection, with the consequence that the customer is no longer bound by his declaration of intent.
When submitting an offer via the provider's online order form, the contract text will be saved by the provider and sent to the customer after sending his order together with these General Terms and Conditions in text form (e.g. email, fax or letter).
In addition, the contract text is archived on the provider's website and can be accessed free of charge by the customer via his password-protected customer account by entering the relevant login data, provided that the customer has created a customer account in the provider's online shop before submitting his order.
Before submitting a binding order via the provider's online order form, the customer can continuously correct their entries using standard keyboard and mouse functions. Furthermore, all entries are displayed again in a confirmation window before the binding order is submitted, where they can also be corrected using standard keyboard and mouse functions.
German and English are available for the conclusion of the contract.
Special provisions for the sale of goods with digital elements
Goods with digital elements within the meaning of these General Terms and Conditions are products that contain or are connected to digital content or digital services (hereinafter "digital products") in such a way that the goods cannot fulfil their functions without them.
In addition to delivering the goods, the provider is also responsible for providing the digital content. The provisions of the "Special Terms and Conditions for the Sale of Digital Content" apply accordingly.
Special conditions for the processing of goods according to specific customer specifications
If, according to the content of the contract, the provider is obliged not only to deliver the goods but also to process the goods according to specific customer specifications, the customer must provide the provider with all content required for processing, such as text, images, or graphics, in the specified file formats, formatting, image sizes, and file sizes, and grant the provider the necessary rights of use. The customer is solely responsible for procuring and acquiring the rights to this content. The customer declares and assumes responsibility for ensuring that they have the right to use the provided content. They are particularly responsible for ensuring that no third-party rights are violated, in particular copyrights, trademark rights, and personal rights.
The customer indemnifies the provider against any claims made by third parties in connection with a violation of their rights through the contractual use of the customer's content by the provider. The customer also assumes the necessary costs of legal defense, including all court and attorney fees up to the statutory amount. This does not apply if the customer is not responsible for the violation of rights. In the event of a claim by third parties, the customer is obligated to provide the provider promptly, truthfully, and completely with all information necessary to examine the claims and defend themselves. The provider reserves the right to refuse processing orders if the content provided by the customer violates legal or official prohibitions or violates common decency. This applies in particular to the provision of unconstitutional, racist, discriminatory, offensive, harmful to minors, and/or content that glorifies violence. Treatment of the rental property, unless a purchase has been made. The customer is obligated to treat the product with care, protect it from dirt and external influences, and return it completely clean. The client is liable for its event participants, visitors, and users of the product in the event of damage. If a product is damaged (e.g., dented or severely scratched), the client will bear all costs for the repair of any resulting damage, carried out by the contractor or an external service provider. The costs for repairs depend on the extent of the damage to the product and will be communicated to the client in the form of an expert report.
The product may only be used outdoors in covered areas. It must be installed on a level, solid surface. The ambient conditions must also be observed.
The client is prohibited from:
• Sublicense or resell the products.
• Do not expose the physical products to rain, moisture, excessive cold/heat, relative humidity above 75%, or direct sunlight. For optimal system stability, an ambient temperature of 15–30 degrees Celsius is recommended. Cancellation & Returns: Cancellation or cancellation of purchase is excluded after signature. Cancellation or return (of purchase) is not possible, as these are contracts for the delivery of goods that are not prefabricated and for whose production an individual selection or specification by the consumer is decisive, or which are clearly tailored to the personal needs of the consumer. Obligation to cooperate: The client has a duty to cooperate in the fulfillment of all services listed in the offer. The contractor expressly points out that it assumes no liability for their fulfillment, but that this is essential for the proper use of the marketing tool:
• Provision of a stable internet connection (at least 25 Mbit/s download and upload rate) and power connection (220V) at the installation site.
• Adequate and even lighting of the promotional area, if a physical photo booth has been booked. Customer references: The Contractor is entitled to name the Client as a reference customer on its website, on its social media pages (especially Facebook, Twitter, Instagram, LinkedIn, TikTok), and in print advertising materials (such as brochures, posters, and flyers). Naming the Client includes, in particular, but not exclusively, the following aspects:
• Mention of word & figurative mark
• Publication of key performance indicators (e.g. number of prints, number of photos, number of email addresses collected, number of photos shared on social media, etc.).
• Publication of a description of the action.
• Publishing representations, renderings or photos of the marketing tools.
Consequences resulting from the use of the above-mentioned aspects cannot be attributed to the contractor.
Redemption of promotional vouchers
Vouchers issued free of charge by the Provider as part of promotional campaigns with a specific period of validity and which cannot be purchased by the Customer (hereinafter "promotional vouchers") can only be redeemed on the Provider's website under the corresponding conditions.
Promotional vouchers can only be redeemed by consumers.
Individual products may be excluded from the voucher promotion if the corresponding restriction arises from the content of the promotional voucher. If the value of the promotional voucher is insufficient to cover the order, one of the other payment methods offered by the provider can be used to settle the difference.
The promotional voucher will not be refunded if the customer returns the goods paid for in whole or in part with the promotional voucher within the scope of his statutory right of withdrawal.
The promotional voucher is transferable. The provider can make payments to the respective holder who redeems the promotional voucher with discharging effect. This does not apply if the provider has knowledge or grossly negligent
Ignorance of the lack of authorization, incapacity to act or lack of authority to represent the respective owner.
payment
The prices listed on the provider's website at the time of ordering apply. All prices are exclusive of statutory VAT, which is only displayed at checkout.
The payment methods listed on the provider’s website are available.
If the customer defaults on payment, the provider is entitled to charge default interest to businesses at a rate of nine percentage points above the base interest rate of the European Central Bank. In the event that the provider claims further damages due to default, the customer has the opportunity to prove that the claimed damages did not occur at all or were incurred at a lower amount.
Retention of title
The seller reserves ownership of the delivered goods until all claims arising from an ongoing business relationship have been settled in full.
If the customer acts as an entrepreneur, he is entitled to resell the reserved goods in the ordinary course of business. The customer assigns all resulting claims against third parties to the seller in advance, in the amount of the respective invoice value (including sales tax). This assignment applies regardless of whether the reserved goods were resold without or after processing. The customer remains authorized to collect the claims even after the assignment. The seller's authority to collect the claims itself remains unaffected. However, the seller will not collect the claims as long as the customer meets his payment obligations to the seller, does not default on payment, and no application for the opening of insolvency proceedings has been filed.
Delivery
Delivery times can be found on the provider's website. Any deviations from these delivery times will be indicated by the provider on the respective product page. The start of the delivery time specified by the provider is subject to the timely and proper fulfillment of the customer's obligations, in particular the correct provision of the delivery address when placing the order.
If goods are delivered by a freight forwarder, delivery will be made "free curbside", i.e. to the nearest public curb to the delivery address, unless otherwise agreed.
If the customer acts as an entrepreneur, the risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as the provider has handed over the goods to the freight forwarder, the carrier or the natural or legal person otherwise designated to carry out the shipment.
Warranty
The statutory liability for defects applies. The following applies to contracts for the delivery of goods:
If the customer acts as an entrepreneur,
• the provider has the choice of the type of subsequent performance;
• For new goods, the limitation period for defects is one year from delivery of the goods;
• in the case of used goods, rights and claims due to defects are excluded;
• the limitation period does not begin again if a replacement delivery is made within the scope of liability for defects.
The limitations of liability and shortening of deadlines stipulated above shall not apply to claims for damages and reimbursement of expenses by the customer in the event that the provider has fraudulently concealed the defect for goods that have been used for a building in accordance with their usual purpose and have caused its defectiveness in the case of contracts for the delivery of goods with digital elements
Furthermore, for entrepreneurs, the statutory limitation periods for any existing statutory recourse claim remain unaffected.
If the customer acts as a merchant within the meaning of Section 1 of the German Commercial Code (HGB), he or she is subject to the commercial duty of inspection and notification of defects pursuant to Section 377 of the HGB. If the customer fails to comply with the notification obligations stipulated therein, the goods are deemed to have been approved.
Liability
The provider is liable to the customer for all contractual, quasi-contractual and statutory, including tortious, claims for damages and reimbursement of expenses as follows:
• The provider is liable without limitation for any legal reason in the event of intent or gross negligence, in the event of intentional or negligent injury to life, body or health, due to a guarantee promise, unless otherwise regulated in this regard, or due to mandatory liability such as under the Product Liability Act.
• If the provider negligently breaches a material contractual obligation, liability is limited to the typical, foreseeable damages, unless unlimited liability applies in accordance with the above clause. Material contractual obligations are obligations that the contract imposes on the provider in accordance with its content to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place, and on whose compliance the customer can regularly rely.
Otherwise, the provider’s liability is excluded.
The above liability provisions also apply with regard to the liability of the provider for its vicarious agents and legal representatives.
The customer indemnifies the provider against any claims by third parties – including legal defense costs up to the statutory amount – that are asserted against the provider due to unlawful or contractually infringing actions by the customer.
Final provisions
The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
If the customer is a merchant, a legal entity under public law, or a special fund under public law, the court at the provider's registered office shall have jurisdiction, unless an exclusive place of jurisdiction has been established for the dispute. This also applies if the customer does not reside within the European Union. The provider's registered office can be found in the heading of these General Terms and Conditions.
To the extent that any provision of this Agreement is or becomes invalid or unenforceable, the remaining provisions of this Agreement shall remain unaffected.
Stand: 30.01.2025