Terms & Conditions

General B2B Terms & Conditions (T&C)

of exfinity GmbH

(Last updated: 09.06.2022)

 

A. General Section

 

  1. Scope and general

1.1. These T&C govern the contractual relationship in connection with the offer and sale of products via the provided platform and interfaces (hereinafter also: „Services“) of exfinity GmbH, Daiserstraße 40, 81371 Munich, Germany (hereinafter „Provider“) and suppliers („Suppliers“) as well as merchants („Merchants“), hereinafter also jointly: „Users“

1.2. The services of the Provider covered by these T&C are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity.

1.3. These T&C do not apply to the contracts concluded between Merchant and End Users or between Supplier and Merchant, as the case may be. The Provider itself does not offer any tourist services and does not become a contractual partner of the contracts concluded exclusively between the Users of the Services or between Users and End Users. However, in addition to the services covered by these T&C, the Provider itself also acts as a merchant of individual leisure and travel services, and in this context it also uses the platform and interfaces provided.

1.4. Deviating terms and conditions of the user, as well as changes and additions to these terms and conditions are only effective if they are accepted in writing by the provider.

1.5. In this respect, however, Users acknowledge that cancellation/rebooking policies communicated by the Supplier or in each individual product also apply between Merchant and Supplier. The Provider shall make this information available to the Merchant for each individual product, either via a product-related text information or via a link to the Supplier’s blanket cancellation/rebooking conditions. The Merchant expressly acknowledges these product-related terms and conditions on cancellations/rebookings when using the Provider’s services.

1.6. The Provider reserves the right to change or delete parts of its offered services at any time and without prior notification or consent requirement. Furthermore, the Provider is entitled to change the Terms and Conditions at any time. Changes to the Terms and Conditions will be announced on the Website and can be downloaded by the User. The continued use of the Provider’s services after the announcement of the relevant changes shall be understood as acceptance of these changes, unless the User objects to the changes within 15 days after the announcement. The affected User shall have the right to terminate the existing contract before the expiry of the period. The introduction of new Products by the Supplier within the Term shall be deemed to be a clearly confirmatory act waiving the Term, except in cases where the Supplier is required to make significant technical adjustments to its Products as a result of the changes. In the latter case, the introduction of new products shall not automatically be considered as a waiver of the deadline.

 

      2. Services and Provider

2.1. The Provider makes tourism and leisure-related services available to Users via an interface-based platform as part of an intermediary service. It is not the provider of the tourism services.

2.2. All users of the Provider’s services, including its sales partners, sub-service providers or sub-agents, agree to the terms and conditions of sale of the Provider of the respective tourist service. The Provider is not responsible for the content of tourism services, but within the framework of its sales activities exclusively for the mediation of these services.

2.3. Use of this platform by sub-brokers or cooperation partners requires a separate contractual agreement and is not permitted without prior authorization by the Provider.

2.4. The Provider shall provide its services within the scope of its technical and operational possibilities. The benefits from the services are open to users who have an account.

2.5. The Provider updates, changes and develops its services at its own discretion, so that the User only has the possibility to participate in the services in their respective current version. In particular, the Provider reserves the right to discontinue the operation of individual services without giving reasons.

2.6. The Provider shall endeavor to ensure that its services are available at all times. Excluded from this are downtimes due to maintenance and software updates as well as times during which the service cannot be accessed via the Internet due to technical or other problems beyond the control of the Provider (force majeure, fault of third parties).

2.7. The Provider may use externally commissioned service providers to offer its telemedia services. These include in particular payment providers, content providers, newsletter senders and collection companies. Commissioned external service providers who provide services on behalf of the Provider are not considered third parties within the meaning of these General Terms and Conditions.

 

  1. Procedure of the booking process via the Provider’s platform

3.1. The conclusion of the contract for the provision of the offered products shall be solely between the Provider and the Merchant; the Supplier shall not be included in this contract.

3.2. Upon completion of a transaction, the Merchant shall provide the Provider with a real-time reservation notification, which the Provider shall send to the Supplier. After the Supplier confirms the reservation, the Provider sends the Merchant an electronic reservation confirmation and an e-ticket for the End Customer and/or information about the dispatch of a physical ticket.

3.3. The Merchant shall make the e-ticket available to the End Customer and instruct the End Customer to print it out, if possible, and present it to the respective executive organizer of the product in order to redeem the reservation. In the case of physical tickets, the Supplier shall ensure the shipment of the ticket to the End Customer and the Merchant shall inform the End Customer about the delivery.

 

  1. Obligations and duties to cooperate of the user

4.1. The User must regularly maintain its IT systems and take appropriate security measures to avoid potential dangers when using the Provider’s products. In particular, access rights shall be carefully administered, passwords shall not be disclosed or passed on and up-to-date anti-virus software and firewall shall always be used. The user is also responsible for selecting hardware and/or software that is suitable for normal use.

4.2. The User shall provide the Provider with all information necessary for the provision of services, guarantee the Provider access to the hardware and/or software and provide any necessary cooperation. The User shall make backup copies of files and programs prior to the performance of warranty or service work.

4.3. The User shall in particular cooperate as follows within the scope of regular operation:

    • Appointment of an IT coordinator as a contact person for the provider who is available by telephone for queries in the event of a malfunction reported by the user,
    • In the event of malfunctions or problems: timely transmission of detailed error descriptions and active cooperation in error localization or error verification.

4.4. The duties to cooperate pursuant to Section 3 constitute primary obligations under the contract and shall be performed by the User free of charge. If duties to cooperate are not performed or are only performed in part, this may subsequently lead to both scheduling and cost-relevant changes. In the event of a breach of duties to cooperate on the part of the User, the Provider shall not assume any responsibility for the availability of the systems and any claims derived therefrom by the User or third parties.

4.5. Furthermore, the User undertakes not to misuse the services of the Provider, in particular,

    • not to use them to disseminate defamatory, racist, inciting or otherwise unlawful material or information;
    • request illegal pornography through the database system or from other users;
    • not to use them to threaten, harass or violate the rights (including privacy rights) of other users or performers;
    • not to introduce data into the system or database that contain a virus or that contain software or other material protected by copyright or other proprietary rights, unless the user is the owner of the respective rights or has the necessary consent to use them;
    • not to use them in a way that negatively affects the availability of the services for other users;
    • not intercept or attempt to intercept e-mails or other messages;
    • not to send e-mails or other messages that serve a commercial or business purpose;
    • not collect, store or process personal data about other users.

4.6. The User undertakes not to pass on to third parties or use commercially in any way data of contractual partners obtained in the course of using the Provider’s services. No commercial e-mails may be sent to other users without the prior express consent of the Provider. Users may not be contacted beyond what is necessary for the processing of the transactions made. In case of violation, the provider reserves the right to terminate the contract with the user without notice and to delete the account of the respective user without notice.

4.7. Users themselves are responsible for archiving information that can be viewed and stored by means of the Provider’s services and that they require for purposes of preserving evidence, accounting or other purposes on a storage medium that is independent of the Provider.

4.8. Within the scope of the purpose of the contract, the User shall transfer to the Provider a non-exclusive, remuneration-free, comprehensive right of use limited in time to the duration of the contractual relationship, in particular for the reproduction, distribution, processing and making available to the public of all works or parts of works as well as databases or any other catalog or any other product information that the User transmits or uploads to the Provider within the scope of the Provider’s offer. This includes the right to publish these contents in print media, online, as well as in the context of digital media etc., this is also valid for advertising purposes. This non-exclusive right of use also includes logos and company logos, registered trademarks, other similar identifying brandings or works that a user transmits to the provider. The use is also limited to the purpose of the contract.

 

  1. Liability and limitation

5.1. With regard to the individual details and conditions of the brokered services, the Provider exclusively reproduces information provided by the Supplier. A check for accuracy, completeness and timeliness does not take place. Likewise, liability for this is excluded. The provider is not liable for deficiencies of the tourist services, this is the sole responsibility of the respective provider. The same applies to all information provided by other third parties, which are listed on the platform of the provider.

5.2. The Provider shall not be liable to the User for any delays, errors, malfunctions or failures in relation to the product data, the reservation confirmation, reservation errors, the ticket, the e-ticket or the e-ticket link.

5.3. The Provider shall be liable for damage caused by it or its legal representatives or vicarious agents intentionally or through gross negligence. In case of breach of essential contractual obligations as well as in case of injury to life, body or health, this liability shall also apply in case of simple negligence.

5.4. In the event of a breach of material contractual obligations due to simple negligence, the Provider’s liability shall be limited to the foreseeable average damage typical for the type of performance, however, not exceeding a total amount of 10% of the total order volume. This shall also apply in the case of simple negligent breaches of duty by the legal representatives and vicarious agents of the Provider.

5.5. Exclusions or limitations of liability shall not apply if the Provider has assumed a guarantee that was specifically intended to protect against the occurrence of the damages claimed. The liability according to the product liability law remains unaffected as well as the producer liability.

5.6. Except in the case of intent and gross negligence as well as in the case of the assumption of a guarantee, the Provider shall not be liable for indirect damages, such as additional expenses, loss of profit, loss of production, interruption of operations, or missed savings as well as possible claims for punitive damages by third parties.

5.7. In the event of data loss, the Provider shall only be liable for the effort required to restore the data if the User has properly backed up the data. In the event of simple negligence, this liability shall only apply if the Provider has simultaneously breached a material contractual obligation with the action leading to the loss of data. The limited liability shall not apply if the Provider has expressly undertaken to back up the data for the User.

5.8. No liability is assumed for software errors or warranted characteristics of third parties to a software application. The Provider shall not be liable for events causing damage that have occurred on transmission paths or in an exchange facility of a telecommunications service provider.

5.9. Subsequent influences, the cause of which lies outside the Provider’s area of responsibility, as well as the following conditions, lead to the suspension of the described availability and the flat-rate reimbursement of charges as well as to the exclusion of liability for a limited period of time and only for the applicable case:

    • force majeure including war, civil war, strike, lockout, disasters,
    • faults caused by errors in the customer application or associated software components,
    • malfunctions due to improper interventions by the user or a third party authorized by the user,
    • failures in the Internet and its accesses caused by viruses, worms or similar attacks. attacks, in particular also the times necessary for the elimination of these attacks,
    • unavailability due to announced maintenance work in the agreed maintenance windows shall not be considered as a restriction of availability and not as downtime,
    • malfunctions in facilities of telecommunication providers, energy providers or components provided by the user, a system that has not been accepted (not transferred to regular operation).

5.10. The Provider shall not be liable for the non-fulfillment of contractual obligations if the non-fulfillment is due to an impediment beyond the Provider’s control (e.g. natural disasters, sovereign measures) and agreed performance periods shall be deemed extended accordingly. If the impediment lasts longer than 2 months, either party shall be entitled to withdraw from the contract without notice. Further claims are excluded.

5.11. Claims of the User against the Provider shall become statute-barred, to the extent permitted by law, within one year from the day of the possibility of asserting the claim.

 

  1. Terms of payment

6.1. All prices / commissions result from the individual contract and/or the offer of the Provider. All amounts are in the currency specified in the respective product excluding VAT/Sales tax. Additional services rendered by the Provider shall be remunerated by the User according to expenditure.

6.2. The Provider acquires a product from the Supplier and sells it plus a mark-up to the Merchant. In this case, a contractual relationship and thus also a payment obligation shall only arise in the respective business relationship. The Supplier is obligated to pay the Purchased Products to the Merchant by means of a collective invoice at individually negotiated payment intervals. The Merchant is obligated towards the Provider to settle purchased products in individually negotiated payment intervals after the Provider has issued a collective invoice.

6.3. No costs for integration or IT services shall be charged to the User; all technical services provided by the Provider shall be cost-neutral for the User.

6.4. Unless otherwise agreed, payment is due within 8 days of the invoice date without deduction. Upon expiry of this period, the user shall be in default.

6.5. If payment is not processed by direct debit, the Provider shall be entitled to charge a reasonable processing fee due to the greater administrative effort involved.

6.6. The invoice shall be deemed to have been accepted by the User if the User has not objected in writing or in text form to the invoice amount within six weeks of receipt of the invoice. The Provider shall draw the User’s attention to this legal consequence in the individual invoices. The Provider reserves the right to invoice the User for all unbilled charges incurred during the term of the contract even after receipt of the final invoice.

6.7. The User may only offset undisputed or legally established claims. For the same reasons, he shall also only be entitled to a right of retention if the claims are based on the same legal relationship.

6.8. In the event of a default in payment by the User, the Provider shall be entitled, at its reasonable discretion and in addition to its other rights, to assert a right to refuse performance with respect to all services not yet rendered until all payments in default have been settled. In this case, the User shall remain obligated to pay the monthly fees. In addition, in the event of a default in payment, the Provider shall be entitled to demand reminder fees and, if applicable, reimbursement of expenses in an appropriate amount.

 

  1. Sanctions, blocking and termination

7.1. Insofar as a User violates his contractual obligations as set forth in these Terms and Conditions, violates the law or offends common decency, the Provider may react to this at its own discretion – taking into account the interests of the User – as follows:

  • Deletion of offers or content (e.g. ratings)
  • Warning of users
  • Restriction of the possibilities to use the services of the Provider
  • Temporary or permanent blocking

7.2. The Provider may permanently exclude the User from using its services (permanent blocking) if

  • the User has provided false contact information
  • the User transfers its user account to third parties or grants access to it
  • the User causes significant harm to other users
  • the User repeatedly violates this T&C
  • the User has repeatedly received negative reviews and the blocking is required to protect the interests of other Users
  • there is any other important reason.

7.3.The Provider shall inform the User by e-mail of the reasons for the measure taken at the latest when one of the measures under sections 1 or 2 takes effect. In the event of an intended complete termination of its services for a User, the Provider shall inform the User of the reasons for this decision by e-mail at least 30 days before the termination takes effect. This period shall not apply if the Provider is subject to a legal or regulatory obligation to provide its services to the User in full, which does not permit compliance with the deadline, or if a justified termination without notice is made, or if the Provider provides evidence that the User has repeatedly violated these T&C. In these cases, the Provider shall immediately send the User the justification by e-mail.

 

  1. Start of contract, term, termination

8.1. The Agreement shall commence on the date of signing of the Agreement and shall be for an indefinite period.

8.2. The parties may terminate this Agreement at any time by giving sixty (60) days‘ notice to the other party. The obligations to the Provider and/or other Users already established at the time of termination shall remain unaffected. Any existing payment claim of the Provider shall become due for immediate payment upon declaration of termination.

8.3. The right to terminate the contract without notice for good cause or to block the user account remains unaffected. An important reason for the Provider exists in particular if the User

  • materially breaches this Agreement in a manner that cannot be remedied;
  • materially breaches this Agreement in a manner that can be remedied and fails to cure the breach within fourteen (14) calendar days after receipt of written notice describing the breach; or
  • makes an order for its winding up, a court of competent jurisdiction orders the winding up or dissolution of the User or makes an administrative order with respect to the User or appoints a liquidator with respect to the User, or a liquidator, trustee, supervisor, receiver, administrator, receiver manager, trustee, supervisor, receiver, administrator, receiver, or mortgagee takes possession of or sells fifty percent (50%) or more of User’s assets, or User enters into a compromise or arrangement with its creditors generally (including voluntary arrangements) or files a petition with a court of competent jurisdiction for protection from its creditors generally.

8.4. Any notice of termination must be given at least in text form (e.g. by e-mail).

8.5. As soon as a user has been blocked or the user contract has been terminated by the Provider, the user has no right to set up a new user account, not even under a different name or designation.

 

  1. Termination of service relationships

9.1. Upon termination of the contractually agreed service relationship, the User shall release all storage media used by the Provider for this service relationship. Furthermore, the application-related information used or created in the process of service provision shall be deleted by the Provider. System-related information shall be retained by the Provider in accordance with the statutory provisions.

9.2. The right to use Products shall expire upon their termination. The User shall ensure that the products can no longer be used after the right of use expires and shall uninstall any locally installed products.

9.3. If the contractual relationship has been terminated, the data stored on servers will be deleted after 2 weeks. If data is to be stored beyond the termination, a separate fee will be charged.

 

  1. Confidentiality and media communication

10.1. The Parties shall treat as confidential any information about trade and business secrets of the respective other Parties that becomes known to them. Insofar as the parties participate in the professional activities of the respective other parties who are subject to a professional duty of confidentiality, they shall, in full knowledge of the criminal law consequences of a breach of duty pursuant to Section 203 of the German Criminal Code (StGB) and the otherwise applicable legal provisions, maintain third-party secrets made accessible to them by such parties.

10.2. The parties undertake to obtain knowledge of third party secrets within the meaning of Clause 1, Sentence 2 only to the extent that this is necessary for the performance of the contract. When using third parties, the parties undertake to oblige them in text form to maintain secrecy with regard to the criminal (legal) consequences of a breach of duty, insofar as they obtain knowledge of third party secrets in the course of their activities.

10.3. The obligation to maintain confidentiality shall not apply if the respective party is obliged to disclose due to an official or court decision. Insofar as this is permissible and possible in the individual case, the party concerned shall inform the parties of the obligation to disclose.

10.4. The Parties undertake not to make any press releases or issue any advertising or public statements concerning the existence of this Agreement or any transactions contemplated hereunder without the prior consent of the other Party.

 

  1. Data processing on behalf of and data protection

11.1. If the Provider processes personal data on behalf of the User, this shall be done on the basis of an order data agreement. If there is no agreement that complies with the legal requirements, the Provider shall be entitled to refuse the services concerned.

11.2 Personal data that is not the subject of commissioned data processing shall be processed by the Provider as the responsible party within the framework of the applicable legal regulations. The Provider shall take all measures required under the applicable legal regulations in its area of responsibility with regard to this data.

 

  1. Declaration of clearance

12.1. The User shall indemnify the Provider and its vicarious agents and assistants for all damages caused by itself or by vicarious agents and assistants from claims of third parties which the third party raises against the Provider due to

  • use of granted rights by the User in violation of the agreement
  • use of the applications of the users by the User or third parties
  • use of end customer data or user data of the Provider by the User in breach of the contract.

12.2. This shall also include the costs of legal defense against these claims, including attorney’s fees in a reasonable amount.

12.3. The User is granted the right to control the investigation, defense and settlement of such third party claim to the extent permitted by law. In no case, however, may the User conclude settlements or make an acknowledgement or other declarations to the claimant that affect the rights or interests of the Provider without the prior consent of the Provider.

12.4. Any other rights and claims of the parties shall remain unaffected.

 

  1. Dispute resolution

13.1. Any controversy, claim or dispute arising out of or relating to this Agreement or a party’s obligation hereunder shall be resolved in accordance with this Section.

13.2. Each party will designate a representative to negotiate in good faith to promptly resolve the controversy, claim or dispute for a period of up to fourteen (14) calendar days after notice of the controversy, claim or dispute.

13.3. If the contracting parties are unable to reach an amicable agreement, they undertake to settle their problems in a commercial mediation before resorting to legal action with lawyers and courts. After requesting mediation by one of the contracting parties, the parties undertake to agree on a mediator within 14 days. If this agreement is not possible, the parties shall have a business mediator from a recognized institution (e.g. the IMB or the Chamber of Industry and Commerce) proposed to them. The costs of the mediation shall be borne by the parties in equal parts, unless they agree on a different distribution during the mediation. Only if mediation has failed, for whatever reason, should legal recourse to the courts be possible.

 

  1. Final provisions 

14.1. The legal relationship between the Provider and the User shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

14.2. The exclusive place of performance for all obligations under this Agreement shall be the registered office of the Provider.

14.3. Should individual provisions of the Terms and Conditions prove to be void or ineffective, this shall not affect the validity of the remaining provisions. The parties undertake to agree, in place of the void or ineffective provisions, such provisions that have as far as possible the legal and economic content of the void or ineffective provisions. In the event of a loophole, this provision shall apply accordingly.

 

B. Special conditions for Suppliers

 

  1. Obligations of the Provider

15.1. The Provider concludes a contract with the Merchant selling to the end customer for the provision of products via the exfinity services (hereinafter: exfinity product). In relation to the Supplier, it only undertakes to broker a corresponding contract with the end customer.

15.2. The Provider shall include the Product Information provided by the Supplier on the Platform and shall use reasonable efforts to ensure the accuracy of the Product Information; however, the Supplier acknowledges that the Provider may not be able to verify the accuracy or timeliness of all Product Information provided by the Supplier.

15.3. The Provider shall be entitled to change, modify or supplement its services at any time and without prior notice to the Supplier, but it shall expressly not exert any influence on product information.

15.4. The Provider is the registered merchant for all transactions and is responsible for debiting and collecting all amounts from the Merchants. The Provider is also responsible for forwarding payment for all transactions made between the Provider and the Supplier.

15.5. Wherever the Supplier indicates a recommended retail selling price, the Provider will attempt to transmit the recommended retail selling price to the Merchant. However, no guarantee can be given that the desired price will be achieved.

15.6. The Provider shall provide technical support to the Supplier to handle and solve technical problems.

 

  1. Obligations of the Supplier

16.1. The Supplier must ensure that all product information of its products is available in up-to-date form via the Supplier Platform at all times.

16.2. The Supplier acknowledges that failure to comply with the requirement under Clause 1 may result in the generation of reservation errors.

16.3. In the event of changes regarding interface specifications, the Provider shall be informed immediately and with reasonable advance notice in order to ensure proper functionality.

16.4. The Supplier represents and warrants that the End Customer will not be able to generate a reservation change or cancellation without the Supplier or the Merchant being contacted by the Merchant. Only Merchant’s customer service will make a reservation change or cancellation.

16.5. Customer service for the relevant bookings of the products delivered by the Supplier shall be provided by the Supplier.

 

  1. Costs and fees, billing, terms of payment

17.1. As consideration for the services to be provided by the Provider, the Supplier assures the Provider a net price for each reservation.

17.2. The Supplier shall send invoices to the e-mail address specified by the Provider depending on the agreed payment interval. The invoices shall indicate the reservations and the applicable net prices for a previous billing period.

17.3. The Provider shall pay all invoices submitted by the Supplier within ten (10) calendar days after the invoice date by transfer to a bank account specified by the Supplier.

17.4. In the event that the Provider reasonably believes that an invoice submitted by the Supplier is incorrect, the Provider shall send an Electronic Notice stating the dispute and the required adjustment. Supplier shall review and resolve the dispute within seven (7) calendar days of receipt of the Electronic Notice and, if the dispute is substantiated, Supplier shall issue an adjustment to Provider with the next invoice.

 

C. Special conditions for Merchants

 

  1. General

18.1. The following points regulate the use of the programming interface (hereinafter: „API“) which is provided by the Provider to the Merchant and the retrieval of data for the provision of services within the scope of an app or website or similar.

18.2. The Merchant is aware that the information provided is always as up-to-date as possible, but that completeness cannot be guaranteed due to the large number of data records. The subject matter of the contract is therefore neither the completeness nor the accuracy of the data, but solely the regulation of access and the permission of use in accordance with these T&C.

18.3. The Provider shall provide the Merchant with access to the API and thus enable the retrieval of tourism and other leisure-related offers. The Supplier shall provide the Provider with access to the Supplier API and thus enable the retrieval of tourism and leisure-related offers.

18.4. The API shall be continuously accessible. Section 2.6 of these T&C shall apply accordingly.

 

  1. Obligations of the Provider

19.1. The Provider concludes a contract with the Supplier for the provision of products via the exfinity services (hereinafter also: exfinity product). In the relationship with the Merchant, it only undertakes to broker a corresponding contract between the Supplier and the end customer.

19.2. The Provider grants the Merchant a royalty-free, worldwide, limited and non-exclusive license to use the product information via the Merchant Platform for the purpose of advertising and selling the exfinity products.

19.3. The provisions of Clauses 14.2. to 14.4. shall apply accordingly.

19.4. The Provider shall always provide the latest product information made available by the Supplier and shall provide the Merchant with technical support. Product-related support shall be provided to the Merchant by the respective Supplier. The Merchant can find details in the respective current overview of the Provider’s support procedure, which is part of the agreement with the Merchant.

19.5. The selection of the exfinity products available to the Merchant shall be determined by the parties within the framework of a distribution agreement.

19.6. The Provider grants the Merchant the non-exclusive and non-transferable right, limited to the term of the Agreement, to use the API for the acquisition of services via tourism and other leisure-related services. The use of the API and the granting of a right of use in this respect is expressly non-exclusive. The Provider shall also conclude corresponding agreements with further Merchants.

19.7. These rights include the following uses and limitations:

    • The Merchant may use the API and the data of the Provider and other Users accessed via it exclusively in the context of creating offers for the purpose of expanding / supplementing or replacing the offer of its own services.
    • Any use of the API and the data retrieved via it that goes beyond the granting of rights is generally not permitted.

19.8. Furthermore, the Provider grants the Merchant the limited, non-exclusive and non-transferable right to use the Provider’s trademark and the specified logo during the term of the Agreement.

 

  1. Duties of the Merchant

20.1. The Merchant sells some or all of the exfinity products to end customers and handles the presentation, offer and pricing.

20.2. The Merchant shall ensure that all necessary product information enabling an end customer to make a purchase decision is available for an exfinity product. The Merchant may not change essential product information.

20.3. The Merchant shall regularly update the product information provided via the Merchant Platform. It acknowledges that non-compliance with the requirement under sentence 1 may lead to the generation of reservation errors.

20.4. The Merchant represents and warrants that the End Customer will not be able to manually generate a reservation change or cancellation without the Merchant contacting the Supplier. Only Merchant’s customer service will make a reservation change or cancellation.

20.5. Customer service for the relevant bookings via the Merchant will be provided by the Merchant. Any customer service issues that cannot be resolved on the part of the Merchant must be handled in accordance with the agreed exfinity customer service guidelines, which are part of the agreement between the Merchant and the Provider.

20.6. The Merchant is responsible for the processing of payments by the End User, both for the charging and collection of all amounts and transactions, as well as credit card payment processing and chargebacks. The forwarding of the amounts to the Supplier is handled by exfinity.

20.7. In the event of manual booking changes or cancellations that lead to an adjustment of the amount originally payable by the End Customer and that are processed directly between the Merchant and the Supplier, the Merchant shall notify the Provider thereof without delay. The Supplier shall then take the change into account in the next billing cycle.

20.8. If the Merchant detects a security problem that has a significant impact on access to the API or data at the Provider, it shall disable or isolate access to the Provider’s platform via the API until the security problem is resolved. Merchant shall notify Provider of any security issues without undue delay.

20.9. In order to ensure efficient use of the API capacities, the Merchant is obliged to program its access application as efficiently as possible and to bundle all function calls as far as possible. In particular, the Merchant is obliged to ensure that the connection to the API is only made via its server and not via end devices of the End Users.

20.10. Merchant shall only be permitted to decompile, reverse engineer, edit, rework, translate, disassemble or otherwise transform the source code of the API or the Service System of the Provider upon written agreement/approval by the Provider.

20.11. The Merchant shall use anti-virus software and firewalls to an appropriate and state of the art extent in order to prevent an attack on the API by malware.

20.12. The Merchant is not entitled to disclose to third parties and/or allow third parties to use the access data that the Provider provides to it for the use of the API. He is obliged to effectively protect the access data and passwords from unauthorized access.

20.13. Upon termination of the Agreement, the rights granted to the Merchant shall expire. In this case, it undertakes to immediately cease the use of all information obtained from the platform and the issuance of reservation certificates and to immediately disclose all confidential data and copies thereof and, at the option of the Merchant, to surrender or demonstrably destroy them.

20.14. The Merchant undertakes to sell all products of the supplier “Stage Entertainment GmbH”, identified by the product prefix “XFs…“, to its customers exclusively as a package service with at least one overnight stay. Distribution as a single service is strictly prohibited.

 

  1. Costs and fees, settlement, terms of payment

21.1. In return for the services to be provided by the Provider, the Provider shall receive the overhead between the net price and the price quantified vis-à-vis the Merchant for each reservation.

21.2. The Provider shall send invoices to the e-mail address specified by the Merchant at individually negotiated payment intervals. The statement shall contain the details of the reservations and applicable sales prices for the respective previous billing period.

21.3. The Merchant shall settle all invoices submitted by the Provider within one (1) calendar day after the invoice date by the payment service provider used by the Provider. Any delay in payment shall entitle the Provider to immediately discontinue its service obligations to the Merchant.

21.4. In the event that Merchant reasonably believes that a Weekly Invoice submitted by Provider is incorrect, Merchant shall send an Electronic Message stating the dispute and the adjustment required. Provider will review and resolve the complaint within five (5) calendar days of receipt of the Electronic Notice and, if the complaint is substantiated, Provider will issue an adjustment to Merchant with the next weekly billing.