1.1 SUPERSELLERCENTRAL (hereinafter referred to as SSC) is essentially a so-called browser extension which can be used by amazon sellers to enhance the usability and functionality of sellercentral TM. SUPERSELLERCENTRAL is developed, maintained and provided by thinktinvoice GmbH, Altrheinbogen 52, 68775 Ketsch, Germany. In general, an extension adds features and functions to a browser. Extensions are used to modify the user interface and add some additional useful service functionalities. SSC is a small software extension of the Chrome browser itself meant to equip sellercentral TM with additional features that were not available before. Sellercentral TM is trademark protected and operated by Amazon Inc. or its subsidiaries ("Amazon"). Chrome Web Store is owned, serviced and operated by google. SSC accesses and prepares data/information solely for better user interaction and transparency of data catered by sellercentral TM SSC processes data/information provided by Amazon. This data is obtained, stored, displayed and rearrange in order for the information to be better and easier understood which might in turn result in potentially and fundamentally better decision making. The user of SSC shall be solely responsible for staying up to date and complying with amazon terms of service. SSC provides the software with best intentions but takes no responsibility whatsoever for any actions taken by the user. The user shall make sure to comply to Amazon terms of service at all times. SSC shall never be held accountable for any misconduct or action taken by the user, amazon or any other third party. Decisions based on the information provided are to be assessed for plausibility and fully understood by the customers on their own responsibility at any time. SSC relies on third party data and therefore takes no responsibility for the quality of the data indicated. SSC provides the software only to entrepreneurs. Consumers are not allowed to use them.
1.2 The subject of these General Terms and Conditions (referred to as "GTC” or “TOS") is the temporary provision of the software in connection with the internet services of SSC to the customers for use via the internet, the granting of rights of use to the software as well as the provision of support services concerning the use of the software. The software is a combination of a so-called browser extension, i.e. SSC provides services to the customers via the internet from data processing systems ("server") for use via remote data access. Services going beyond the provision of the software and other services (such as the development of customer-specific solutions or necessary adaptations) can be agreed between SSC and the customers.
1.3 SSC provides its services exclusively on the basis of these TOS and the "individual contracts" concluded with the customer via the website or directly between the parties (e.g. in user contracts). In case of discrepancies between provisions of these TOS and those in individual single contracts with the customer, the latter shall prevail. The customer's general terms and conditions shall not apply, even if the provider has not expressly objected to them. Acceptance of the services by the customer shall be deemed to be acceptance of the GTC with waiver of the customer's general terms and conditions, unless this has been expressly agreed in writing to the contrary between the customer and the provider.
1.4 SSC is entitled to change or amend these GTC at any time. The customer will be informed about the changes or amendments of the GTC in text form at least six weeks before they become effective. If the customer does not object with a period of notice of one week at the time of the intended coming into effect of the changes or supplements, these changes or supplements shall be deemed to be approved by him and the GTC shall apply in their respective current version. The customer shall be specifically informed of this significance of his conduct.
2.1 The provider shall make the software available to the customers for use via the internet for the duration of the contract. For this purpose, the provider shall set up the software on a server that is accessible to the customer via the Internet. The software is made available for use by the provider from the interface computer center in which the server is located to the Internet ("handover point"), but remains on the server. The customer is solely responsible for establishing and maintaining the necessary data connection between the server and the customer's IT system. The customer shall fulfil the duties of cooperation required for the successful use of the software.
2.2 The provider may provide updated versions of the Software. The provider shall inform the customer electronically of updated versions and corresponding instructions for use and make them available accordingly.
3.1 Details of prices, terms and the access granted to the customer to functionalities of the software shall be governed by the individual contracts concluded on the extension. The terms and conditions of the contract shall apply in addition to these GTC. The provider may invoice the remuneration to be paid on a monthly basis.
3.2 The fees owed by the customer shall be paid in advance. The method of payment, payment frequency (in particular monthly or annually) and billing period shall be based on the modalities concluded and agreed on in the extension.
3.3 The customer may only offset or withhold payments due to defects to the extent that he is actually entitled to payment claims due to material defects or defects in title of the performance. Due to other claims for defects, the customer may withhold payments only to a proportionate extent taking into account the defect. Clause 10.1 shall apply accordingly. The customer has no right of retention if his claim for defects is time-barred. Otherwise, the customer may only offset or exercise a right of retention with undisputed or legally established claims.
4.1 The contractual services may only be used by the customer and only for the purposes agreed in these GTC or in a contract. Unless otherwise agreed, the customer shall be granted a simple, nonexclusive and non transferable right within the scope of the provision of software to use the software for the duration of the contract of use in accordance with its intended purpose and in accordance with these GTC and the contract. During the term of the respective individual contract, the customer may access the contractual services by means of telecommunication (via the Internet) and use the functionalities associated with the software in accordance with the contract by means of a browser or another suitable application (e.g. "app"). The customer shall not receive any further rights, in particular to the software or the infrastructure services provided in the respective data center. Any further use requires the prior written consent of the provider.
4.2 In particular, the customer may not use the software beyond the agreed scope of use or have it used by third parties or make it accessible to third parties. In particular, the customer is not permitted to reproduce, sell or temporarily transfer, rent or lend software or parts thereof. For the avoidance of doubt, the loading of the software into the RAM of the hardware used by the customer and the resulting reproductions of the user interface of the platform shall not constitute unauthorized reproduction and shall therefore be permitted to the customer as intended use.
4.3 The provider shall be entitled to take appropriate technical measures to protect against noncontractual use. The contractual use of the services may not be more than insignificantly impaired as a result.
4.4 In the event of a user exceeding the scope of use in breach of the contract or in the event of an unauthorized transfer of use, the customer shall, upon request, immediately provide the provider with all information available to him for asserting claims due to the use in breach of the contract, in particular the name and address of the user.
4.5 The provider may revoke the customer's access authorization and / or terminate the contract without notice for good cause if the customer significantly exceeds the use permitted to him or violates regulations to protect against unauthorized use. In connection with this, the provider may interrupt or block access to the contractual services. The provider must always set the customer a reasonable period of grace for remedial action beforehand. The sole revocation of the access authorization shall not be deemed to be a termination of the contract at the same time. The provider may only maintain the revocation of the access authorization without termination for a reasonable period of time, not exceeding 3 months.
4.6 The provider's claim to remuneration for use exceeding the agreed use shall remain unaffected.
4.7 The customer shall be entitled to have the access authorization and the access possibility restored after he has proved that he has ceased the use in breach of contract and has prevented future use in breach of contract.
5.1 The customer shall be obliged to support the provider to the extent necessary within the scope of the performance of the contract and to create in its sphere of operation all conditions necessary for the proper performance of the contract. To this end, the customer shall in particular provide the necessary information and, if possible, enable remote access to the customer's system. If remote access is not possible for security reasons or other reasons, the deadlines affected by this shall be extended appropriately; the contractual partners shall agree on an appropriate arrangement for further effects. The customer shall also ensure that expert personnel are available to support the provider. Insofar as it is agreed in the contract that services can be provided on site at the customer's premises, the customer shall provide sufficient workstations and work equipment free of charge at the request of the provider. The configuration of the IT system required for the use of the software and the platform and the assurance that the hardware and software used by the customer meet the minimum technical requirements for the contractual use of the software shall be the responsibility of the customer. To the extent necessary, the provider may support the customer in this regard on the basis of a separate agreement.
5.2 Unless otherwise agreed, the customer shall ensure proper data backup and failure precautions for data and components (such as hardware, software) that are appropriate to their type and importance.
5.3 The customer shall report defects in writing without delay in a comprehensible and detailed form, stating all information useful for the detection and analysis of the defect. In particular, the work steps that led to the occurrence of the defect, the manifestation and the effects of the defect shall be stated. Unless otherwise agreed, the relevant forms and procedures of the supplier shall be used for this purpose.
5.4 The customer shall provide the provider with reasonable support on request in the examination and assertion of claims against other parties in connection with the provision of the Service.
5.5 The customer and the provider are obliged to maintain confidentiality about business secrets as well as about other information designated as confidential or to be classified as confidential according to the circumstances (e.g. in records, documents, data files) ("Confidential Information") which becomes known in connection with the performance of the contract and neither to use nor disclose it beyond the purpose of the contract without the written consent of the other contractual partner. The respective receiving contractual partner is obliged to take appropriate confidentiality measures for Confidential Information. In particular, the customer undertakes neither to cause nor to enable reverse engineering, disassembly, decompilation, translation or unauthorized disclosure of the software provided, unless this is permissible under applicable mandatory law. customer and provider shall disclose confidential information of the other contracting party only to those persons who reasonably need to know for the performance and execution of the contract and to the extent that they are subject to corresponding confidentiality obligations. Unless otherwise agreed, the obligation to maintain confidentiality for other information designated as confidential shall end five years after the respective information has become known, but in the case of continuing obligations not before their termination. Business secrets shall be kept secret for an unlimited period of time. The contracting parties shall also impose these obligations on their employees and any third parties engaged.
5.6 The Client and the provider are aware that electronic and unencrypted communication (e.g. by email) is fraught with security risks. In this type of communication, they will therefore not assert any claims based on the lack of encryption, except to the extent that encryption has been previously agreed.
6.1 Neither the provider nor the customer shall be responsible for any failure or delay due to causes beyond their control which prevent the respective contracting party in whole or in part from performing their respective contractual obligations. Such force majeure events include, but are not limited to, strikes or lockouts, operational disruptions, pandemics, quarantine restrictions or governmental orders. A contracting party shall immediately notify the other contracting party of a force majeure event occurring in its area and the expected duration of the interruption of performance.
6.2 If the expenditure increases due to an event of force majeure, the provider may also demand remuneration for the additional expenditure, unless the Client is not responsible for the event and the associated impediment to performance and its cause lies outside its sphere of responsibility.
7.1 Both the customer and the provider shall comply with the applicable provisions of data protection law. Personal data shall only be collected and used to the extent required for the performance of the respective contract of use.
7.2 Insofar as the customer processes personal data itself or by means of the software, it shall be responsible for compliance with the applicable data protection regulations. In this case, the provider shall, insofar as it has access to personal data of the customer or from the customer's sphere, act exclusively as a processor and shall process and use this data only for the performance of the contract. The provider shall comply with the Client's instructions for the handling of such data. The Client shall bear any adverse consequences of such instructions for the performance of the contract. The customer shall agree with the provider the details for the provider's handling of the customer's data in accordance with the requirements of data protection law.
7.3 Insofar as the customer processes personal data (including collection and use) in connection with the contract, the customer warrants that it is entitled to do so in accordance with the applicable provisions, in particular the provisions of data protection law, and shall indemnify the provider against claims by third parties in the event of a breach.
7.4 The following shall apply to the relationship between the provider and the customer: vis-à-vis the data subject, the customer shall bear responsibility for the processing (including collection and use) of personal data, except to the extent that the provider is responsible for any claims of the data subject due to a breach of duty attributable to the provider. The customer shall responsibly examine, process and respond to any enquiries, applications and claims of the data subject. This shall also apply in the event of a claim against the provider by the data subject. The provider shall support the customer within the scope of his duties.
8.1 The customer shall protect the access authorizations and identification and authentication information assigned to him or to the users from access by third parties and shall not disclose them to unauthorized persons.
8.2 The customer is obliged to indemnify the provider against all claims of third parties due to infringements of rights which are based on an unlawful use of the subject matter of the service by him or which are made with his approval. If the customer recognizes or must recognize that such an infringement is imminent, there is an obligation to inform the provider immediately.
8.3 The customer shall use the possibilities provided by the provider to secure its data in its original area of responsibility.
8.4 For each case in which a contractual service is used without authorization in the customer's area of responsibility, the customer shall pay compensation in the amount of the remuneration that would have been incurred for the contractual use within the framework of the minimum contract period applicable to this service or the billing period related to the duration of the use. The customer reserves the right to prove that the customer is not responsible for the unauthorized use or that there is no damage or significantly less damage. The provider remains entitled to claim further damages.
9.1 SSC is a software which depends on sellercentrals TM operability, functionality and accessibility. Availability of the software depends directly on the status of sellercentral TM. If sellercentral TM might undergo changes or downtimes SSC will be adapting its software in due time that is required to remain functional by all means within least possible and reasonable downtime. Downtimes which occur as a result of normal maintenance work or as a result of unforeseen maintenance work for which the provider is not responsible shall not be regarded as an impairment of availability.
9.2 The provider shall receive fault reports from the customer during its normal business hours and shall take reasonable measures to locate, analyze and rectify faults.
9.3 If the notified malfunction does not turn out to be a defect of the contractual services, in particular of the provided software, after initial analysis, the provider shall notify the customer thereof without undue delay. Otherwise, the provider shall arrange for appropriate measures to be taken for further analysis and to rectify the notified fault or - in the case of third-party software - shall forward the fault report together with its analysis results to the distributor or manufacturer of the third-party software with the request for remedial action. The provider shall immediately provide the customer with measures available to it for circumventing or rectifying a fault in the contractual services, in particular in the software provided, such as instructions for action or corrections to the software provided. The customer shall immediately adopt such measures for the avoidance or correction of faults and shall immediately report any remaining faults to the provider again when using them.
10.1 The provider shall be liable for defects in the software provided in return for remuneration in accordance with the warranty rules of tenancy law (Sections 536 et seq. of the German Civil Code), but with the proviso that, contrary to Section 536a (1) of the German Civil Code, liability for damages shall only exist in the event of fault in accordance with the provisions of Clause 14 (no warranty liability). A defect exists if the software does not perform as specified when used in accordance with the contract and this has a significant effect on its suitability for the contractually agreed use. Warranty claims of the customer therefore do not exist in particular a) in the case of only insignificant deviation from the specified quality or only insignificant impairment of the usability of the software, b) in the event of defects caused by non-compliance with the terms of use provided for the software and made available to the customer, c) in the event of an operating failure by the customer, d) in the event of the use of hardware, software or other equipment which is not suitable for the software, e) if the customer does not report a defect immediately and the supplier was unable to remedy the defect as a result of the failure to report the defect; or f) if the customer is aware of the defect at the time of conclusion of the contract and has not reserved his rights.
10.2 Insofar as a defect has been notified by the customer and the customer's warranty claims are not excluded, the provider is obliged to remedy the defect within a reasonable period of time - through measures of its own choice. The customer shall give the supplier reasonable time and opportunity to remedy the defect. The provider shall be granted free access to the customer's systems for this purpose, insofar as this is necessary.
10.3 The Supplier may demand reimbursement of its expenses within the scope of the inspection or rectification of defects, insofar as (a) it acts on a report without there being a defect, unless the customer could not with reasonable effort have discovered that there was no defect; or b) a reported fault is not reproducible or otherwise provable by the customer as a defect, or c) additional expenses are incurred due to the customer's failure to properly fulfil its obligations (see also Sections 5 and 13.2).
10.4 In the event of impossibility or failure to remedy the defect, culpable or unreasonable delay or serious and final refusal to remedy the defect by the provider or unreasonableness of the remedy of the defect for the customer, the customer shall in particular be entitled to reduce the remuneration owed, if any, in accordance with the extent of the impairment (reduction).
10.5 In all other respects and in the case of other contractual services, the relevant statutory provisions shall apply.
10.6 The customer's claims for damages and reimbursement of expenses, also insofar as they are related to defects, shall be governed by the provisions under section 14 without regard to the legal nature of the claim - in particular also with regard to claims for defects and breaches of duty, as well as claims in tort.
10.7 For the avoidance of doubt, Thinkinvoice GmbH is not responsible for the availability or functionality of Amazon Sellercentral TM, any Amazon API or any other services provided by any third party that the customer uses, neither under warranty nor under liability (clause 14).
The provider shall set up a point of contact for the customer. This point of contact shall process the customer's enquiries in connection with the technical requirements and conditions of use of the software provided as well as individual functional aspects. The point of contact shall accept such enquiries by e-mail, online chat and telephone during the provider's normal business hours. The customer's enquiries duly received by the Contact Point shall be processed and, as far as possible, answered by the provider in the ordinary course of business. The Contact Point may refer to documentation and other training resources available to the customer for the software provided. To the extent that it is not possible for the point of contact to respond or to do so in a timely manner, the provider shall - to the extent expressly agreed - forward the enquiry for processing, in particular enquiries regarding software not produced by the provider. The customer's option to contact the provider on general questions in connection with the performance of the contract via the communication channels set up by the provider for this purpose (including via the e-mail address legal@supersellercentral.com) remains unaffected.
12.1 The provision of the contractually agreed services shall take place from the date designated in the contract. Unless otherwise agreed, the individual contract concluded between the Client and the provider in accordance with these GTC shall be concluded for an indefinite period, subject to termination. In the event of an indefinite contract term, the individual contract may be terminated by the customer, unless otherwise agreed, in each case with a notice period of one month to the end of the respective billing period.
12.2 The right of each contracting party to extraordinary termination for good cause remains unaffected.
12.3 Any notice of termination must be in writing to be effective.
12.4 The customer shall back up its data files (e.g. by download) on its own responsibility in good time before termination of the contract. After termination of the contract, the Client will generally no longer be able to access these data files for reasons of data protection.
13.1 The provider shall only be liable for infringements of third-party rights by its performance insofar as the performance is used by the customer in accordance with the contract and in particular in the contractually agreed, otherwise in the intended environment of use without modification.
13.2 If a third party asserts against the customer that a service of the provider infringes its rights, the customer shall notify the provider without delay. The provider is entitled, but not obliged, to defend the asserted claims at its own expense to the extent permissible. The customer is not entitled to acknowledge third party claims before he has given the provider a reasonable opportunity to defend the third party rights by other means.
13.3 If the rights of third parties are infringed by a service of the provider, the provider shall, at its own discretion and at its own expense a) procure the right to use the service for the customer or (b) make the performance non-infringing; or c) take back the service with reimbursement of the remuneration paid for it by the customer (less reasonable compensation for use) if the provider cannot achieve any other remedy with reasonable effort. The interests of the customer shall be adequately taken into account.
14.1 The provider shall always be liable to the customer for a) for damage caused by him or his legal representatives or vicarious agents intentionally or through gross negligence, b) within the framework of a guarantee expressly assumed by the supplier, c) under the Product Liability Act; and d) for damages resulting from injury to life, body or health for which the provider, its legal representatives or vicarious agents are responsible.
14.2 The provider shall be liable insofar as it has breached a material contractual obligation, the fulfilment of which is a prerequisite for the proper performance of the contract or the breach of which jeopardizes the achievement of the purpose of the contract and on the observance of which the customer may regularly rely, in the event of slight negligence, however, limited to the damage reasonably to be expected at the time of the conclusion of the contract.
14.3 In the event of a necessary restoration of data or components (e.g. hardware, software), the provider shall only be liable for the expenditure required for the restoration in the event of proper data backup and failure precautions by the customer. In the event of slight negligence on the part of the provider, this liability shall only apply, subject to clause 14.2, if the customer has carried out a data backup and failure precaution appropriate to the type of data and components prior to the incident. This shall not apply if this is agreed as a service of the provider.
14.4 Clauses 14.1 to 14.3 shall apply mutatis mutandis to the customer's claims for reimbursement of expenses against the provider.14.5 Otherwise, liability is excluded.
15.1 German law shall apply with respect to all rights and obligations arising from and in connection with contractual relationships under these GTC, without regard to conflict of law provisions and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
15.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC or a contract is the registered office of the provider if the customer is a merchant, a legal entity under public law or a special fund under public law. However, the provider may also sue the customer at the customer's registered office. A deviating exclusive place of jurisdiction remains unaffected. The above agreement on the place of jurisdiction shall also apply to customers with their registered office abroad.
15.3 If a provision in these GTC or a provision within the scope of other agreements between the provider and the Client is or becomes invalid, this shall not affect the validity of all other provisions or agreements. Insofar as the invalid provision is a material contractual provision, the contracting parties undertake to negotiate jointly in good faith on a valid provision.
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