Customer Service Agreement

General Terms and Conditions of Use of the Online Platform by the Buyer

Version Number: 2/2022
Version Date: 28th September 2022

The present Agreement or the “Agreement” forms the basis of legal relations between: IT-Technologie A.V. GmbH, Potsdamer Platz 1, 10785 Berlin, represented by Managing Director, as one party, -hereinafter referred to as “Agent”

and

The Customer, who is a user of the Online Platform, acquires coupons issued by merchants on the Online Platform from the Agent for its own use or for free of charge transfer to the third parties for the follow on acquisition of the merchant’s products, as the other party,

-hereinafter referred to as „Customer”,

hereinafter together referred to as “Parties” and each separately as a “Party”.

Deviating, conflicting or additional terms of the Customer become part of the Agreement only if they are expressly accepted by the Agent in writing. Simply knowing the Customer’s general terms and conditions does not make them part of the Agreement.

The following rules of interpretation are used in this Аgreement, except in cases where the context implies otherwise: Words that convey the meaning of the singular also include the plural (and vice versa). “Business day” is a day that is a business day in credit institutions on the territory of the countries of establishment and permanent residence of the Agent and the Customer.
The term “product” includes subscriptions to paid periodical goods, services and the transfer of rights to use the software.

Recitals

A. Whereas the Agent owns exclusive rights for software, which represents platform (the platform hereinafter referred to as “Liber Save” or “Online Platform”), which is used for issue by the suppliers of goods and/or services (hereinafter “products”) presented at the Online-Platform (hereinafter each supplier named “Merchant” and collectively as “Merchants”) of commodity coupons (hereinafter – “Merchant’s Coupons” or “coupons”) with the purpose of their sale to its customers,

B. Whereas Merchant’s Coupons acquired by the customers for receipt of the right to acquire products of this Merchant,

C. Whereas the Merchants empowered the Agent with the authorities for sale of the Merchant’s Coupons to the Customer,

Taking into account the abovementioned the Parties agree to conclude the present Agreement on the following conditions:

§1 Subject of the Agreement

1.1. In accordance with terms and conditions of the present Agreement the Agent shall make sales to the Customer of coupons issued by the Merchants at the Online-Platform.

§2 Conditions for the purchase and use of the coupons

2.1. The coupons issued by the Merchant at the Online Platform are accepted by the Merchant as a remuneration for delivery of products.

2.2. The coupon issued by the Merchant is denominated in Euro and correlates with it as 1 (one) coupon of the Merchant for 0.01 Euro.

2.3. At registration at the Online Platform, Merchant undertakes to accept issued by it coupons from the Customer in exchange for its products. Unless otherwise stated by the Merchant theproduct price includes the cost of products, its packaging and labeling, delivery on the terms specified by the Merchant, other costs of the Merchant, as well as all applicable taxes, including VAT, which is payable by the Merchant upon the sale of products in accordance with the terms of applicable legislation.

2.4. Before purchasing the Merchant’s coupon, the Customer have the opportunity to familiarize himself with the list of Merchants, as well as with the User Agreement, which describes in detail the operation of the Online Platform.

2.5. The Customer purchases the Merchant’s Coupons from the Agent in the amount of not less than 10 (Ten) Euros at a time for further use on the Online Platform.

2.6. The procedure for the purchase of the Merchant’s Coupons by the Customer from the Agent is as follows:
2.6.1. Coupons are purchased for Euros.
2.6.2. To purchase the Merchant’s Coupons from the Agent, the Customer forms an application at the Online Platform indicating the number of Merchant’s Coupons to purchase and the method of purchase (wire transfer or cash payment).
2.6.3. The Agentforms and sends to the Customer an invoice for payment on the Online Platform or to his e-mail address indicating the amount to be paid for the Merchant’s Coupons.
2.6.4. The Customer transfers to the Agent’s bank account or transfers to the Agent’s cash desk the appropriate amount of funds in the amount specified in the Agent’s account no later than 1 (one) business day from the date of the invoice.
2.6.5. No later than 1 (one) business days after receipt of funds on the Agent’s current account in the bank or in its cash desk, the Agent ensures that the corresponding amount of the Merchant’s Coupons, specified in the Customer’s application, are credited to the Customer’s account at the Online Platform.

2.7. Merchant’s Coupons:

  • cannot be returned by the Customer to the Agent (are non-refundable) or exchanged by the Customer back to cash,
  • cannot be partially repaid,
  • under no circumstances can lose their validity,
  • valid for 3 (three) years after the year of their sale to the Customer. After the expiration of the Merchant’s Coupons validity period, they can no longer be used, thus, this Agreement with respect to such expired Merchant’s Coupons is automatically terminated.

2.8. The order of the Merchant’s Coupon purchase from the Merchant is stated by the Merchant.

2.9. When using the Merchant’s Coupons for payments for Merchant’s products, the Merchant remains the sole contractual partner of the Customer. The Agent does not bear any responsibility for the coupons and products of the Merchants.

Thus, the Agent is not towards the Customer only for the possibility of redeeming the Merchant’s Coupon from this Merchant and for performance by the Merchant of its obligations for product delivery.

All the issues, claims and disputes related to Merchant’s Coupons redemption and Merchant’s products delivery shall be directly resolves between the Merchant and the Customer.

2.10. In order to encourage the purchase of the Merchant’s products for the Merchant’s Coupons a cashback in the amount stated by the Merchant at placement of information about its offer to the customers at the Online Platform shall be paid to the Customer in the Merchant’s Coupons (hereinafter – “Coupon’s Cashback”) in certain percent of its product price. The Coupon’s Cashback amount to be paid to the Customer is calculated from the amount of Merchant’s Coupons presented for redemption by the Customer to the Merchant at the Merchant’s products acquisition.

The coupon is deemed to be presented for redemption at the moment of its crediting at the Merchant’s account at the Online Platform.

The sum of the Coupon Cashback is credited at the Customer’s balance at the Online Platform automatically not later than the next day after the Merchant’s coupons presentation for redemption by the Customer in quantity agreed by the Merchant and the Customer and corresponding to the Merchant’s product price.

§3 Terms of purchase of products at the Online platform

3.1. In relation to sale and purchase of the Merchant’s products the Customer enters into contractual relations directly with the Merchants presented at the Online Platform.

3.2. The Agent has no possibility to interfere into relations between the Merchant and the Customer.

3.3. All commercial/contractual terms and conditions are offered and agreed exclusively between the Customer and the Merchant. Commercial/contractual terms include, but are not limited to, price, applicable taxes, shipping charges, payment terms, delivery time and method, time of transfer of ownership and risks of loss and damage to the products, warranties for the goods and services, and after-sales service related to the products. The Agent has no control over, does not define, advise and in no way participates in the offer or acceptance of such commercial/contractual terms between Customers and Merchants. The price of the Merchant’s products is determined by the Merchant himself, and the Agent does not play any role in such price determination.

3.4. The Agent does not make any representations and does not give any guarantees regarding the legal status of the Merchant’s products (for example, the existence of ownership rights) and the Merchant (for example, its creditworthiness). The Customer is advised to independently verify the integrity of any particular Merchant with whom the Customer does business, and act in this regard at its discretion. All offers from Merchants and third parties to the Customer are subject to the terms and conditions of the respective Merchants and third parties. The Agent is not responsible for such offers.

3.5. The Agent does not make any statements and does not give any guarantees regarding offered for purchase products peculiarities (such as quality, cost, suitability for sale, etc.), as well as regarding their assembly or delivery to the Customer, and in no way can approve or coordinate the sale or purchase of any products between the Customer and the Merchant. The Agent is not responsible for any errors or omissions of the Merchants and other third parties.

3.6. The Agent is not responsible for non-fulfillment or violation of any agreement concluded between the Customer and the Merchant. The Agent cannot ensure and does not guarantee that the relevant Merchants will fulfill any transaction concluded with the Customer. The Agent is not responsible for the failure or unsatisfactory provision of services by the Merchant, as well as for damage or delays as a result of the absence of products in the Merchant’s warehouse, their non-delivery or delay in delivery to the Customer.

3.7. In the transaction between the Customer and the Merchant, the Agent does not at any time receive either physically or legally any of the products offered by the Merchant. The Agent in no case has any rights, ownership rights or interests in respect of products, and the Agent has no obligations under the agreement concluded between the Customer and the Merchant.

3.8. The agreement for the sale of any products is strictly a bilateral agreement between the Merchant and the Customer. In case of Customer’s claims regarding efficiency, quality or any other similar issues, the Agent notifies the Merchant about this, and also informs the Customer of the Merchant’s contact information. The Merchant is responsible for answering the questions and satisfying any claims of the Customer.

§4 Obligations of the Agent

4.1. The Agent grants the Customer a revocable, non-exclusive, non-transferable, limited right to access and use the Online Platform without additional payment. The Customer does not have the right to transfer this right to third parties.

4.2. The Agent provides the Customer with round-the-clock access to the Online Platform. The exception is breaks that are necessary for technical reasons (for example, for maintenance) of the Online Platform.

4.3. The Agent will make commercially reasonable efforts to notify the Customer 2 (two) weeks before any access interruptions. If prior notification is not possible, the Agent will make commercially reasonable efforts to inform the Customer about the interruption in the operation of the Online Platform and its reasons.

4.4. The Agent provides the Customer with online support regarding the use of the Online Platform at no additional charge by responding to requests. The days and hours of online support, the method for contacts, as well as the response times are indicated on the Online platform in the “contacts” section.

§5 Confidentiality

5.1. During the term of the Agreement, either party may provide or transfer to the other party certain confidential, non-public information (hereinafter referred to as “confidential information”). Confidential information is, in particular, the Agreement and its terms, business information, a list of merchants, agents and customers, as well as their identity, statistics, technical data, sales data, marketing plans, user data, hardware and software, as well as other non-public information.

5.2. Neither party may use or disclose confidential information of the other party without prior written permission, unless its use or disclosure is expressly permitted by any provision of this Agreement.

5.3. The Customer hereby grants the Agent and its agents and suppliers the right to use the information recognized as confidential under this Agreement for the performance of this Agreement.

5.4. The aforementioned confidentiality obligations do not apply to information in respect of which the receiving party can prove that the information was already known to it at the time of notification, not falling under the confidentiality obligation; developed independently and without access to confidential information; was authorized for disclosure by the party that provided the information in advance; was publicly authorized to be disclosed without any violation of the present terms and conditions; was known or lawfully obtained by a third party that is not bound by confidentiality obligations.

5.5. In addition, the receiving party is allowed to disclose confidential information to the extent required by law or by order of a court or supervisory authority, provided that the receiving party immediately informs about it in writing and cooperates with the party that provided the information in order to minimize the amount of disclosure and assists her in obtaining judicial protection.

§6 Limitation of Liability

6.1. The Agent is liable without limitation in case of intent and gross negligence, and in case of simple negligence only for damage resulting from injury to life or health.

6.2. The Agent’s contractual liability for damage caused by minor negligence, regardless of its legal basis, is limited as follows:
6.2.1. The Agent is liable for violation of essential contractual obligations within the amount of predictable damage, which is standard for such kind of agreement,
6.2.2. The Agent is not liable for minor negligent violation of any other applicable duty of care.

6.3. The Agent is not liable for indirect losses or lost profits of the Customer or third parties, regardless of whether the Agent could have foreseen the infliction of such losses.

6.4. Limitation of liability in accordance with this section also applies to employees, agents, subcontractors or authorized persons of the Agent.

6.5. The Customer is obliged to make reasonable efforts to prevent and minimize damage.

7.1. This Agreement, including all Annexes thereto, constitutes the entire agreement between the Parties and cancels any other agreements that are made orally or in writing, with respect to the subject matter of this Agreement.

7.2. The Parties recognize the legal force of the Agreement, documents for the execution, modification, termination of the Agreement transmitted through the Online Platform, by means of electronic communication originating from the parties or their authorized representatives, while the requirement for a signature is considered fulfilled if any method is used to reliably identify the person who expressed the will.

7.3. This Agreement is drawn up in any language and comes into force from the acceptance date (receipt of consent to its terms and conditions) by the Customer, while the German version will always have priority in case of controversies.

7.4. At one-time breach by the Customer of the terms and conditions related to the coupon or other contractual obligations of the Customer towards the Agent stated in the present Agreement, the Agent is entitled to refuse the performance of the present Agreement in full or in part unilaterally by sending written notification to the Customer and to block or delete the Customer’s account terminating its access to the Online Platform. Simultaneously unilaterally and without prior notification at the Customer’s address the Agent retains its right not to accept the Customer’s offers to purchase a coupon.

§8 Miscellaneous

8.1. In everything that is not regulated by this document, German law applies to the relations of the parties, as well as to disputes between the parties, with the exception of conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

8.2. All disputes and disagreements arising between the Parties under the agreement or in connection with it are subject to mandatory pre-trial claim settlement. The claim must be made in writing. The documents and information necessary to consider the claim on the merits must be attached to and indicated in the claim. The other Party shall respond to the submitted claim within 10 (Ten) calendar days from the date of its receipt.

8.3. In case of failure to reach agreement in the claim procedure, the dispute is subject to judicial resolution in accordance with the following.
The place of performance of all obligations arising from or in connection with this document, and the exclusive place of consideration for all disputes arising from or in connection with this document, is the court at the location of the Agent.

8.4. The Customer is not entitled to assign claims arising from contractual relations without the prior written consent of the Agent.

8.5. The Agent is entitled to execute the present Agreement personally as well as to attract the third parties (including subcontractors and agents) for performance of its obligations within the frames of the present Agreement at its own risk bearing all responsibility for their actions.

8.6. If any provision of this document or any provision of other agreements is or becomes invalid, this will not affect the validity of any other provision or agreement.

8.7. The Customer is obliged to notify the Agent of changes in the information that he indicated when registering on the Online Platform (including e-mail address, etc.), no later than within 2 (two) business days from the date of such change. The Agent’s obligations performed prior to such notification at the old addresses and details are recognized as duly performed.

8.8. The Parties shall agree that the written form is deemed complied with if a document is prepared as hard copy (on paper), executed by hand, printed using a typewriter or a printer, or executed electronically, in which case an e-mail shall be sent by a Party’s authorised representative from the e-mail address indicated by the Party at the Online platform.

8.9. The User Agreement is an integral part of the present Agreement (published at https://libersave.com/d/docs/legal/terms-of-use/).