General Terms and Conditions (GTC)
General Terms and Conditions (GTC)
for the online store at www.vyndo.io
from
UpReach GmbH, Keithstraße 2-4, 10787 Berlin, Germany
Phone (switchboard): 030 5200 45 824
Email: mail@upreach.com
(hereinafter: provider)
for the sale of products to business owners
(hereinafter: Customers)
Scope
The sale of the provider’s products offered through the online store at the URL listed above is conducted exclusively in accordance with the following General Terms and Conditions (GTC) in the version in effect at the time the contract is concluded.
These General Terms and Conditions apply exclusively. Any terms and conditions of the customer that differ 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, as defined in these General Terms and Conditions, is a natural person, a legal entity, or a partnership with legal capacity who, when entering into a legal transaction, acts in the course of his or her commercial or independent professional activity.
The subject matter of the contract is the one-time delivery of goods that are not prefabricated and for which the consumer’s individual selection or specification is decisive, or that are clearly tailored to the consumer’s personal needs.
Conclusion of the Contract
The offers on the provider's website constitute 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 makes a binding offer to enter into a contract.
Confirmation of receipt of the order will be sent immediately after the order is placed and generally does not constitute acceptance of the contract. The provider may declare acceptance within five days by sending a written order confirmation or an order confirmation in text form (email)—in which case receipt of the order confirmation by the customer is decisive—or by delivering the ordered goods—in which case receipt of the goods by the customer is decisive—or by requesting payment from the customer after the order is placed. If several of the aforementioned alternatives apply, the contract is concluded at the time 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 provider will save the contract text and send it to the customer, along with these General Terms and Conditions, in text form (e.g., email, fax, or letter) after the customer submits the order.
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 information, provided that the customer has created a customer account in the provider’s online store before placing his order.
Before submitting a binding order via the provider's online order form, the customer can make corrections to their entries at any time 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, as defined in 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 perform 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 terms of the contract, the provider is obligated not only to deliver the goods but also to process the goods in accordance with 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 obtaining and securing 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 specifically responsible for ensuring that no third-party rights are infringed, in particular copyrights, trademark rights, and personal rights.
The customer shall indemnify the provider against any claims made by third parties in connection with a violation of their rights resulting from the provider’s contractual use of the customer’s content. The customer shall also bear 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 to process orders if the content provided by the customer violates legal or official prohibitions or offends public decency. This applies in particular to the provision of content that is unconstitutional, racist, discriminatory, offensive, harmful to minors, and/or glorifies violence. Care 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 any damage caused by event participants, visitors, and users of the product. 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 taken into account.
The client is prohibited from:
• Sublicense or resell the products.
• Do not expose the physical products to rain, moisture, excessive cold or 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 return of the purchase is not permitted after signature. Cancellation or return (of the 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 consumer’s personal needs. 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 (with download and upload speeds of at least 25 Mbit/s) and a 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 (particularly Facebook, Twitter, Instagram, LinkedIn, and TikTok), and in print advertising materials (such as brochures, posters, and flyers). Naming the Client includes, in particular, but not exclusively, the following aspects:
• Reference to word and figurative marks
• 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.
The contractor cannot be held liable for any consequences resulting from the use of the aforementioned aspects.
Redeeming Promotional Vouchers
Vouchers issued free of charge by the Provider as part of promotional campaigns, with a specific validity period, and which cannot be purchased by the Customer (hereinafter “promotional vouchers”) may only be redeemed on the Provider’s website in accordance with the applicable terms and conditions.
Promotional vouchers can only be redeemed by consumers.
Certain products may be excluded from the voucher promotion if the relevant restriction is specified in 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 may be used to pay the difference.
The promotional voucher will not be refunded if the customer returns goods that were paid for in whole or in part with the promotional voucher under his statutory right of withdrawal.
The promotional voucher is transferable. The provider may make payments to the respective holder who redeems the promotional voucher, thereby discharging its obligation. This does not apply if the provider is aware of or has acted with gross negligence
Ignorance of the lack of authorization, lack of capacity 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 European Central Bank’s base interest rate. If the provider claims additional damages due to the default, the customer has the opportunity to prove that the claimed damages did not occur at all or were incurred in a lower amount.
Retention of title
The seller retains title to the delivered goods until all claims arising from an ongoing business relationship have been settled in full.
If the customer is acting as a business entity, the customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer assigns to the seller in advance all resulting claims against third parties, in the amount of the respective invoice value (including sales tax). This assignment applies regardless of whether the goods subject to retention of title 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, is not in default of payment, and no petition for the commencement of insolvency proceedings has been filed.
Delivery
Delivery times can be found on the provider's website. The provider will indicate any deviations from these delivery times on the respective product page. The start of the delivery period specified by the provider is contingent upon the customer's timely and proper fulfillment of their obligations, in particular the correct provision of the shipping address when placing the order.
If goods are delivered by a freight forwarder, delivery will be made "free curbside," i.e., to the public curb closest to the delivery address, unless otherwise agreed.
If the customer is acting as a business, the risk of accidental loss or accidental deterioration of the goods sold shall pass to the customer as soon as the provider has handed the goods over 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 is acting as a business,
• the provider may choose the type of subsequent performance;
• For new goods, the statute of limitations for defects is one year from the date of delivery of the goods;
• In the case of used goods, rights and claims arising from defects are excluded;
• The statute of limitations does not start anew if a replacement delivery is made under the warranty for defects.
The limitations of liability and shortened deadlines set forth above shall not apply to claims for damages and reimbursement of expenses by the customer in the event that the provider has fraudulently concealed a defect in goods that have been used in a building in accordance with their normal purpose and have caused the building to be defective, in the case of contracts for the delivery of goods with digital elements
Furthermore, for entrepreneurs, the statutory limitation periods for any existing statutory claims for recourse 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 to inspect the goods and notify the seller of any defects pursuant to Section 377 of the HGB. If the customer fails to comply with the notification obligations set forth therein, the goods are deemed to have been accepted.
Liability
The provider is liable to the customer for all contractual, quasi-contractual, and statutory claims—including tort claims—for damages and reimbursement of expenses, as follows:
• The provider is liable without limitation for any legal reason in the event of willful misconduct or gross negligence, in the event of intentional or negligent injury to life, body, or health, due to a warranty, unless otherwise provided 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 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 terms, to achieve the purpose of the contract; the fulfillment of these obligations is essential for the proper performance of the contract, and the customer can reasonably rely on their fulfillment.
Otherwise, the provider’s liability is excluded.
The above liability provisions also apply with respect to the provider’s liability for its vicarious agents and legal representatives.
The customer shall indemnify the provider against any claims by third parties—including legal defense costs up to the statutory amount—that are asserted against the provider as a result of unlawful or contract-breaching actions by the customer.
Final Provisions
The laws of the Federal Republic of Germany shall apply, excluding the United Nations 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 is listed in the header 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.
As of January 30, 2025