GENERAL TERMS AND CONDITIONS OF 2H2P UG - COMPANIES
(last changed: 15.05.2019)
These General Terms and Conditions ("GTC") apply between
partners and 2H2P UG ("2HOT 2PAY").
The 2H2P UG ("2HOT 2PAY") operates a social media network system (currently a mobile APP) which offers partners the opportunity to enter into advertising cooperations with interested parties. The advertising cooperations can be deals and the like. The arrangements are closed by the delivery of vouchers and event invitations. Prospective customers are persons who are interested in an advertising co-operation.
Partners are companies, firms, individuals, and the like who offer
advertising cooperations on the 2HOT 2PAY social media network system. Partners
must be entrepreneurs (§ 14 BGB), legal entities under public law or a special
fund under civil law; otherwise no contract is concluded.
By using the 2HOT2PAY social media network system, the Partner agrees to the GTC. 2H2P UG is entitled to change the GTC at any time. In this case, 2H2P UG will communicate changes to the GTC on the 2HOT 2PAY application and by e-mail. The user may object to the amended conditions of participation within two weeks. If the User does not do so, he/she shall be deemed to have given his/her consent to the amendment.
The GTC of 2H2P UG applies exclusively to the use of the 2HOT 2PAY
application and the advertising cooperations. Deviating, conflicting or additional
General Terms and Conditions of the Partner shall only become part of the
contract if and to the extent that 2H2P UG has expressly agreed to their
validity in writing. This requirement of consent applies in any case.
Individual agreements made with the user in individual cases (including collateral agreements, supplements, and amendments) shall, in any case, take precedence over these GTC. A written contract or written confirmation by 2H2P UG is required for the content of such agreements.
Legally relevant declarations and notifications to be made to 2H2P
UG after the conclusion of the contract (e.g., setting of deadlines,
notifications of defects, the announcement of withdrawal or reduction) must be
made in writing to be effective.
These terms and conditions apply to our
contractual relationships in business transactions with partners. (commercial
customers, entrepreneurs (§14 BGB), legal entities under public law or special
funds under federal law within the meaning of § 310 paragraph 1 BGB. We do not
acknowledge any adverse conditions or conditions of the customer which deviate
from our terms of sale, but rather object to them now and for future
transactions.
The contractual conditions shall also apply to all future transactions with our
partners unless expressly agreed otherwise in writing.
2H2P UG ("2HOT 2PAY") offers the partner a possibility via the 2HOT
2PAY social media network system as a platform on which he can provide vouchers
or event invitations and have them posted according to his ideas. Posts on
social media channels are a prerequisite for this. 2H2P UG accepts these orders
from the partners and offers them to interested parties. They can receive
offers (vouchers, event invitations). In return, the interested parties
complete and publish the post according to the partners' ideas as specified on
the 2HOT 2PAY App.
Individual agreements made with the Partner in individual cases (including collateral agreements, supplements, and amendments) shall take precedence over these GTC in all cases. The content of such contracts shall be governed by a written contract or our written confirmation.
Legally relevant declarations and notifications to be made by the partner to 2H2P UG after the conclusion of the contract (e.g., setting of deadlines, information of defects, declaration of withdrawal or reduction) must be made in writing to be effective.
References to the validity of statutory provisions shall only have to clarify significance. Even without such clarification, the statutory provisions shall, therefore, apply insofar as they are not directly amended or expressly excluded in these GTC.
A valid contract is only concluded if the partner is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under federal law. If 2H2P UG is commissioned by a consumer, 2H2P UG ("2HOT 2PAY") reserves the right to revoke acceptance within 14 days of becoming aware of the consumer status.
The term of the contracts between 2H2P UG and the Partner shall be specified individually in a separate agreement. Contracts shall be extended by a further 12 months at the end of the contractually agreed term. Notice of termination must be given 4 weeks before the period of the time. An effective termination requires the written form and can be sent digitally (info@2hot2pay.com) or by post to 2H2p UG.
The prices valid for each contract for the
services of 2H2P UG towards the partner are stated in the respective agreement.
The Partner shall send 2H2P UG the details,
namely the location or time of the event as well as the information description
of the voucher or the event invitation.
The Partner is obliged to describe his desired offer as precisely as possible to avoid future disputes regarding the content and appearance of the offer.
The placement of the above offer shall be
deemed a binding contractual offer.
Upon receipt of the offer, 2H2P UG checks
it for feasibility. In particular, 2H2P UG reserves the right to inspect for
offensive, racist, otherwise defamatory, punishable or other unusable content.
In such a case, a message will be sent that the voucher cannot be produced. An
acceptance will then not take place.
If 2H2P UG, after examining the offer, has
concluded that it can accept the desired contract offer, the partner's proposal
will be published in the app.
2H2P UG forwards the Partner's order to registered interested parties so that they can check the offer and apply for an execution.
After 2H2P UG has created the location or the event, specific categories of interested parties can access this voucher or register for the event.
After using the voucher, the prospective
customer will create his posting and publish it via his social media channels.
The partner cannot refer to a deviation if he has not previously provided
sufficient information for the creation of the post.
Objections against the created post must
also be made to 2H2P UG within one week. If the partner does not assert any complaints
within this period, the mail created is deemed to have been accepted after
expiry of the period.
The partner only receives a limited right to use the contents of the
post to the extent that he may share the post on his own social media channels
and integrate "embedded" on his homepage. The partner must appropriately
name the originator. The Partner is not entitled to any further rights of use,
in particular, the right to publish, distribute, or make publicly available. A
separate agreement with 2H2P UG ("2HOT 2PAY") is required for the
transfer of rights of use. 2H2P UG assures that it may dispose of all
transferable rights to the contents. 2H2P UG exempts the partner from all
claims of the interested producing party regarding copyright.
The Partner transfers to 2H2P UG a simple right of use to the
trademark or company logo concerned as well as to all other intellectual
property rights. The Partner confirms to 2H2P UG upon conclusion of the
contract that 2H2P UG may dispose of all industrial property rights and intellectual
property rights in connection with the Partner (and the contract concluded).
The partner expressly indemnifies 2H2P UG against any claims of third parties
in this respect. This right of use is limited to the duration of the voucher
and its publication on the social media channels of the interested party. 2H2P
UG is entitled to grant the interested producing party a corresponding
sublicense for this purpose.
The Partner is not entitled to permanent availability of the 2H2P UG Platform. In particular, there is no compensation due to the unavailability of the 2H2P UG Platform. Maintenance work, service work or similar, as well as force majeure can limit the availability.
The Partner's rights of withdrawal in the
event of material defects and defects of title are as a result of this excluded
unless they are legally mandatory.
Liability for defects is based in
particular on the agreement reached on the quality of the contents of the Post.
The order descriptions of the partner within the 2HOT 2PAY App shall be
regarded as the agreement on the quality.
2HOT 2PAY does not warrant the agreed condition.
If the content of the Post corresponds to the specifications and descriptions
made by the Partner, the Partner may not refuse acceptance of the Post. However,
there should be no significant deviation from the original order. 2HOT 2PAY
does not assume any warranty for complaints regarding the appearance of the
mail and which do not relate to the agreed quality. This is particularly the
case if the partner has not made any specifications in his offer regarding the
parts of the mail that are the subject of the complaint.
2H2P is liable only for intent and gross negligence and in the case of personal injury without limitation, for slight negligence but only in the case of breach of essential contractual obligations, as well as impossibility of performance for which we are responsible and default. 2H2P's liability shall be limited to the damage typical of the contract, the occurrence of which 2H2P had to expect at the time of conclusion of the agreement based on the circumstances known at that time. Besides, 2H2P shall be liable without limitation for damages for which mandatory statutory provisions provide for liability.
2H2P shall only be responsible for the loss of data following the above paragraphs and only if such loss could not have been avoided by appropriate data backup measures on the part of the partner.
The limitations of liability also apply mutatis mutandis to our vicarious agents.
Further liability of 2H2P UG ("2HOT 2PAY") does not exist; in particular, 2H2P is not liable for content posted by the Partner or the interested party, unless 2H2P UG ("2HOT 2PAY") adopts it by passing it on to third parties.
In particular, 2H2P UG ("2HOT 2PAY") shall not be liable for missing identification of the delivered mail as advertising or permanent advertising mail. If the Partner wishes the content to be labeled as advertising, this must be communicated to the interested party. The Partner as a result of this expressly releases 2H2P from any obligation resulting from a missing label.
Unless expressly agreed otherwise or unless the Partner expressly objects, the Partner agrees upon conclusion of the contract to serve as a reference (digital and analog) for 2H2P UG ("2HOT 2PAY"). 2H2P UG ("2HOT 2PAY") may use the Partner's company name, its company name, the logo or the trademark as a reference representation, as well as other publicly known information such as, for example, the industry.
The Partner may revoke this authorization at any time in
writing. In the event of revocation, however, a use-by period of six months
shall be granted for any representation already produced or published at the
time of cancellation.
The Partner and 2H2P UG undertake to treat confidentially all
information which has become known to them exclusively as a result of
cooperation with the Client and which is not otherwise accessible or already
known.
2H2P UG collects data of the partner within the framework of the handling of contracts. 2H2P UG observes, in particular, the regulations of the data protection necessary law (DSGVO), the Federal Data Protection Act and the Telemedia Act - in each case if and as far as applicable. Without the consent of the Partner, inventory and usage data shall only be collected, processed or used, and this only to the extent necessary for the processing of the contractual relationship and the use and billing of Telemedia.
Without the consent of the partner 2H2P UG, the data will not be used for purposes of advertising, market or opinion research, unless explicit written permission.
The Partner or his employees have the possibility at any time to access, change or delete the data stored by 2H2P UG ("2HOT 2PAY") in his profile, insofar as it concerns personal data. Besides, concerning the consenting partner and further information on data collection, processing, and use, reference is made to the data protection declaration, which can be downloaded from the 2H2P UG website at any time in printable form.
2H2P does not require its partners to provide any validated link.
Contracts between 2H2P UG and the Partner shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The contract language is exclusively German.
The place of jurisdiction for all disputes arising from contractual relationships between the partner and 2H2P in Düsseldorf.
2H2P is entitled to change the above conditions of participation at any time. In this case, 2H2P will notify changes to the requirements of the involvement on its platform and by e-mail. The Partner shall be allowed to object to the amended Conditions of Participation for two weeks. If the User does not do so, he/she shall be deemed to have given his/her consent to the amendment. Otherwise, these GTC shall continue to apply unchanged.
Should individual provisions of these GTC be invalid in whole or in part, this shall not affect the validity of the remaining provisions. The weak points shall be replaced, if any, by the statutory regulations.