Merchant Service Agreement

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

Version Number: 1/2022
Version Date: 28th September 2022

This Merchant Services Agreement, or the Agreement, shall set the basis for legal relations between:

IT-Technologie A.V. GmbH, Potsdamer Platz 1, 10785 Berlin, represented by its managing director, on the one part, hereinafter referred to as the “Company”,


the Merchant, which is a user of the Online Platform and issues its coupons on the Online Platform to later transfer them to customers, who can use the coupons to purchase goods and/or services from the Merchant, on the other part, -hereinafter referred to as the “Merchant”,

collectively, the “Parties” and each, a “Party”.

The basis for legal relations between the Parties concerning any transactions hereunder shall be solely this Agreement. The Company shall not recognize the Merchant’s Terms and Conditions or treat them as legally binding. Furthermore, the Company’s unconditional compliance with the Merchant’s Terms and Conditions, including those at variance with, or deviating from, this Agreement shall not mean the Company’s consent to the Merchant’s Terms and Conditions.

Unless the context requires otherwise, this Agreement shall have the following rules of interpretation: Words in the singular shall include the plural and vice versa. “Business day” shall mean a day on which banks are open in countries where the Company, its subcontractors and agents, as well as the Merchant, are incorporated and permanently resident.


А. Whereas the Company holds exclusive rights to the software which is a platform (“Liber Save” or the “Online Platform”) with the following functions:

  1. registration on the Online Platform of coupons for goods of merchants/suppliers of goods and/or services (the “products”) and their customers,
  2. issue, under rules set forth by the Company in its user agreement and other documentation, by each issuing merchant/supplier of their own coupons for goods, each coupon having a minimum unit of one (1) and representing a nominal value of EUR 0.01, for its own needs and for subsequent sale of the coupons to customers with a view to purchasing products of such issuer. Coupons may be sold to customers either directly by the Merchant or by the Company. Coupons shall be hereinafter referred to as the “coupons”. A customer that has entered into an agreement with one of the issuers/merchants/suppliers shall be hereinafter referred to as a “customer”,
  3. posting of information on each issuer/supplier of products that issues coupons for their sale to customers and subsequent exchange by customers for products of the issuer/supplier,

В. Whereas the Company intends to use all means available to promote the Online Platform and to provide the Merchant with services to market the Merchant’s products and to sell the Merchant’s coupons to customers,

С. Whereas the Merchant intends to cooperate with the Company to obtain:

  • non-exclusive rights to use the Online Platform in order to issue the Merchant’s coupons, and
  • services to sell coupons to customers in order to increase sales of the Merchant’s products to customers.

Now therefore the Parties agree to enter into this Agreement as follows:

§1 Subject matter

1.1. The subject matter hereof shall be the transfer to the Merchant of non-exclusive rights (with the Company retaining the right to transfer a similar amount of rights to other merchants) to use the Online Platform without the right to transfer or assign them to any third parties, in particular: acting on its own behalf and at its own expense, to attract and register customers on the Online Platform, provide them with rights to access the Online Platform and rights to use the Online Platform to the extent required for customers to exercise their rights to acquire the Merchant’s products, issue coupons and transfer them to customers for a fee or free of charge and/or hand over coupons to be sold by the Company, accept coupons from customers in exchange for the Merchant’s products, provide customers with cashback in the form of the Merchant’s coupons for using such coupons (the “coupon cashback”), and use other functions of the Online Platform available to the Merchant.

The Merchant shall acquire all the above rights personally and may not transfer the same or any respective obligations to any third parties, in full or in part.

1.2. The Company shall attract customers to the Online Platform, register them on the Online Platform, provide them with rights to access the Online Platform and rights to use the Online Platform to the extent required for customers to exercise their rights to purchase the Merchant’s products, sell coupons issued by the Merchant via the Online Platform to customers, and make sure customers that have purchased coupons on the Online Platform receive coupon cashback for purchasing the Merchant’s products.

For transactions with products entered into between the Merchant and its customers, and for transactions of the Merchant and/or the Company with customers concerning the Merchant’s coupons, it shall be the Merchant that acquires rights and obligations, although the customers have purchased the coupons from the Company.

For the avoidance of doubt, the Merchant shall appoint the Company an exclusive agent to sell the Merchant’s coupons, and the Merchant shall retain the right to sell and/or transfer its coupons to customers on its own without engaging any third parties other than the Company.

1.3. The Merchant shall act as an independent entrepreneur as part of its business activities. The Merchant’s independent activities shall not give rise to any employer-employee, labor, or public relations between the Parties.

1.4. When registering on the Online Platform, the Merchant shall provide its up-to-date business address, banking details, commercial and tax number, and other information. If any of the above information changes, the Merchant shall immediately, i.e. no later than two (2) business days from such change, notify the Company in writing. The Company’s obligations discharged prior to such notice using previous addresses and details shall be deemed duly discharged.

1.5. The Merchant’s entering into this Agreement shall mean that the Merchant has full legal capacity. If the Merchant has no such legal capacity, the Merchant should refrain from entering into this Agreement.

§2 Rights and obligations of the Merchant

2.1. The Merchant shall use the Online Platform only within the rights and means set forth by this Agreement and the User Agreement. The Merchant shall not take actions that violate the Company’s exclusive right to the Online Platform. The Merchant shall have non-exclusive rights to use the Online Platform for the purposes of this Agreement in accordance with the terms and conditions of this Agreement and the User Agreement.

2.2. The Merchant shall at no additional fee provide the Company with documents required for the discharge of its obligations to market the products and sell the Merchant’s coupons hereunder (including photos, drawings, advertising printing, characteristics, terms and conditions of use, and other details on the products and terms of using the Merchant’s coupons) and shall amend and update each such document. These documents shall remain property of the Merchant. When not used in accordance with their purpose, they shall be immediately submitted to the Merchant upon the Merchant’s request after the contractual relations between the Merchant and the Company are terminated. The Company shall have no right to withhold these documents.

2.3. If any third parties obtain the Merchant company or control over the Merchant company, the Merchant shall immediately notify the Company. Failing such notification, the Company shall have the right to immediately terminate this Agreement by sending a written notice to the Merchant.

2.4. Proper registration of the Merchant’s business and securing regulatory permits required for the Merchant’s business shall be the responsibility of the Merchant only. The Company hereby waives any liability for the Merchant’s failure to comply with the above.

2.5. The Merchant may not amend the Online Platform, reproduce, distribute, process for commercial or non-commercial purposes any elements of the Online Platform that are covered by the rights of the Company or third parties unless said actions are permitted by the respective holders of such rights, reproduce elements of the Online Platform’s design or user interface when creating websites or engaging in any business activities on the Internet or offline, or use the Online Platform in any other way not regulated herein.

2.6. The Merchant shall ensure the payment of coupon cashback to customers purchasing the Merchant’s products, and:

а. the customer shall earn coupon cashback upon presenting the Merchant with the Merchant’s coupon for redemption. A coupon shall be deemed presented for redemption the moment it appears in the Merchant’s account on the Online Platform.
b. The Merchant may set different coupon cashback amounts for customers presenting the Merchant with the Merchant’s coupon for redemption to execute an exchange for the Merchant’s products for the first time and for any of the subsequent times.
c. The coupon cashback amount shall be set by the Merchant as a percentage of the Merchant’s product price and shall be indicated by the Merchant on the Online Platform when posting information about the Merchant’s offer to customers on the Online Platform.
d. The Merchant shall set the coupon cashback for customers at a minimum of 0.1% of the Merchant’s product price.

2.7. Additionally, the Merchant shall:
2.7.1. set the price of its products, which includes the products’ cost, packaging, labelling, and the price of delivery in accordance with the terms indicated by the Merchant in its agreement with the customer, other expenses of the Merchant provided for by its agreement with the customer, and all applicable taxes, including VAT, payable by the Merchant upon selling products in line with applicable laws,
2.7.2. deliver/transfer products to customers in a timely manner, on its own and at its own expense,
2.7.3. procure for the delivery of products to the customer and return of products from the customer on its own and at its own expense,
2.7.4. make arrangements for the handling of customer queries and complaints regarding the Merchant’s products and independently settle all complaints and disputes with customers regarding products,
2.7.5. ensure the necessary amounts of products at its warehouse to be shipped off to customers in a timely manner, and promptly replenish its warehouse stock levels to meet customers’ needs,
2.7.6. in its agreement with the customer / public offer, indicate the delivery time for the products to be supplied to customers; regarding delivery of goods, the Merchant shall specify the conditions, location and time of delivery, period during which goods can be returned or replaced, warranty period, which may not be less than the timeframes set forth by applicable laws, and regarding services, the Merchant shall specify, in its agreement with the customer, the start date of the services provision and duration thereof. Any delivery of products, including provision of services to the customer, shall be carried out by the Merchant or its authorised representative without the Company’s involvement. Products shall remain property of the Merchant’s until the customer obtains the right of ownership to them,
2.7.7. put in place its own customer support line using telephone and e-mail to handle customer queries and complaints about products, and inform customers about the business hours of the support line and the longest waiting time before customer queries are handled,
2.7.8. immediately notify the Company upon learning of any complaints from customers or any third parties related to products or the Merchant’s use of the Online Platform,
2.7.9. accept coupons it has issued from customers in exchange for its products.

2.8. The Merchant shall additionally guarantee the following:
2.8.1. no infringement of intellectual property rights of third parties, such as patents, copyrights, rights to trademarks or rights to use a name, rights to a name, trade secret, or other intellectual property rights,
2.8.2. that the Merchant owns all the rights to its products and materials about its products and is entitled to sell them,
2.8.3. that in its communication with the Company or customers, the Merchant shall refrain from using false or misleading information about the Merchant or from deliberately withholding, and therefore concealing, such information,
2.8.4 that all information about products, including their description, and warranties provided by the Merchant are true and that the products are duly certified and compliant with terms and conditions set forth by the agreement with the customer and applicable laws. The Merchant hereby declares that it shall not hold the Company in any way whatsoever liable for any provision by the Merchant of false or misleading information about the products,
2.8.5. that the Merchant will comply with applicable tax laws and independently pay to the budget all taxes due concerning the products sold to customers using the coupons.
2.8.6. Should the Company face any claims, demands, or lawsuits from third parties related to the Merchant’s violation of the above guarantees, the Merchant shall assist the Company as needed in settling such claims, demands, or lawsuits, and shall also compensate the Company for all the losses incurred as a result of such claims, demands, or lawsuits, including but not limited to penalties, reimbursements, legal costs and other amounts to be recovered under a court order issued in a case directly or indirectly linked to such violation, no later than seven (7) business days after receiving a respective documented request from the Company. The Merchant hereby agrees that any reimbursements to compensate for the above losses of the Company shall be withheld from the amounts due to the Merchant.

§3 Rights and obligations of the Company

3.1. The Company shall provide the Merchant with 24/7 access to the Online Platform. Exceptions shall include down times required for technical reasons (e.g. maintenance of the Online Platform).

3.2. The Company shall apply commercially reasonable efforts to notify the Merchant two (2) weeks in advance of any down times in access to the Online Platform. Where no prior notification is possible, the Company shall apply commercially reasonable efforts to inform the Merchant of any down time of the Online Platform and its causes.

3.3. The Company shall provide the Merchant with online support for using the Online Platform, with no additional fee charged, in the form of answers to requests. Business days and hours of online support, contact information, and response time shall be indicated in the Contacts section of the Online Platform.

3.4. The Company shall do its best to assist the Merchant in carrying out its activities and shall at all times provide the Merchant with necessary information, documents and access to the Online Platform upon the Merchant’s request. The necessary information and documents shall include everything that is of major importance for the Merchant’s activities and compensation-related complaints (e.g. changes to the Online Platform terms of operation, special advertising activities, etc.). The Company shall inter alia promptly inform the Merchant of any changes in operational functions, excess traffic, performance issues or the like, so that the Merchant can adjust accordingly regarding its commercial activities and those of its counterparties.

3.5. During the Company’s sale of the Merchant’s coupons, the Company shall, immediately upon receiving the purchase price from the customer, record the respective number of the Merchant’s coupons in the customer’s account on the Online Platform and provide respective information to the Merchant.

3.6. No later than the next business day after a customer has presented the Merchant with the Merchant’s coupons for redemption, the customer’s coupon cashback from this transaction shall be recorded at the customer’s account on the Online Platform.

§4 Service fees and payments

4.1. The Merchant shall pay a fee to the Company for the rights provided to the Merchant hereunder and to the extent set forth herein, as well as for the services to sell or transfer coupons to customers by the Merchant or the Company on the Online Platform and for redemption by the Merchant of coupons issued by the Merchant. The fee for the Company’s services shall be paid in the Merchant’s coupons.

4.2. The Company’s fee shall be the customer’s coupon cashback set by the Merchant on the Online Platform in line with clause 2.6 hereof.

4.3. The fee for the Company’s services shall be paid to the Company no later than the next business day after the customer has presented the Merchant with the Merchant’s coupon for redemption.

4.4. The Merchant’s coupons received as a fee can be used by the Company for their subsequent transfer to customers for a fee (i.e. sold) or free of charge (as a reward for using the Online Platform), with customers later presenting such coupons to the Merchant for redemption in exchange for the Merchant’s products, and/or for presenting the Merchant’s coupons to the Merchant for redemption in exchange for the Merchant’s products.

4.5. At the end of the week that starts on on Monday, and if the total amount which has been received by the Company from the Merchant’s customers for the coupons sold by the Company and issued by the Merchant and which is due to the Merchant for such period is at least EUR 50.00, the Company shall pay to the Merchant this amount in EUR no later than next Thursday.

If the total amount due to the Merchant for such period is less than EUR 50.00, it shall be paid by the Company to the Merchant along with the amount due in a subsequent period once the total payment amount reaches a minimum of EUR 50.00.

For the avoidance of doubt, amounts received by the Company for selling the Merchant’s coupons that have been received as a fee for the Company’s services shall not be paid to the Merchant.

4.6. Periodic payments to the Merchant set forth by clause 4.5 hereof shall be made by the Company in EUR by wire transfer to the Merchant’s bank account.

4.7. The Company’s payment obligations shall be deemed discharged on the date the monies are debited from the bank account of the Company, its subcontractor or agent.

4.8. Notwithstanding clause 4.5 above, the Company may withhold its payment to the Merchant in full or in part if the Merchant has failed to provide the customer with products as part of its contractual obligation; if the Merchant has violated its contractual obligation when providing services to the customer; if the customer cannot access the Merchant’s products; if any defects are identified in the Merchant’s products following their delivery to the customer; if the Merchant fails to comply with the products’ warranty obligations set forth by an agreement between the Merchant and the customer, and the Company has made payments to the customer to compensate for the customer’s losses as a result of the above.

If any of the provisions of this clause 4.8 materialize after the Company has made a respective payment to the Merchant, the Merchant shall return to the Company an amount equivalent to the cost of such products, within five (5) calendar days after a request is delivered to the Merchant; alternatively, the Company may, upon receiving a written notice from the Merchant, unilaterally set the amounts received from sales of the Merchant’s new coupons and due to the Merchant against the amount paid to the customer.

4.9. In line with its general sales policy, the Company may unilaterally change, in full or in part, the amount and/or payment procedure for the services fee set forth herein depending on the existing contracting programme, by notifying the Merchant in writing one (1) month prior to the date on which the amount and/or payment procedure for such fee is changed. The amount and procedure for the Merchant to pay the services fee for transactions completed before the date on which the amount and/or payment procedure for such fee is changed shall remain unchanged and shall be subject to the amount and/or payment procedure in effect prior to the change date.

§5 Rights to items covered by the Agreement

5.1. All intellectual property rights for items covered by the Agreement, including copyrights, rights to software, databases, trademarks, corporate rights or other protected designations and know-how, if any, shall belong to the Company.

5.2. To retain a consistent identity, the Merchant may and shall use trademarks and other protected designations of the Company as part of obligations arising out of this Agreement, and shall also increase their value and improve their reputation during the validity period of this Agreement.

5.3. Without prior written consent of the Company, the Merchant may not use trademarks or other protected designations in its corporate name or domain name or include them into a trade or other register or protect their use by means of registration. If the Company wishes to use a trademark or another protected designation in a different way or no longer wishes to use it, the Merchant shall also use it in a different way or cease any such use upon the Company’s request. The Merchant shall also procure compliance with the above by third parties controlled by the Merchant.

5.4. The Merchant shall not use, alter, or in any other way abuse the Company’s intellectual property rights, including rights to trademarks and other protected designations, and shall not transfer them or rights to use them to third parties without the Company’s written consent. Also, the Merchant shall not use other trademarks or other designations that can be confused with trademarks or other designations of the Company. The Merchant shall immediately notify the Company upon learning of any unauthorised use of trademarks or other protected designations by third parties. This shall also apply to any anticompetitive practices and to any violations of commercial protection rights. The Company may immediately revoke any consent it has provided.

5.5. During and after the validity period of this Agreement, the Merchant shall not, and shall procure that third parties do not, attack the Company’s commercial protection rights and know-how and shall not assist any third parties in any such attack.

5.6. The Merchant hereby transfers to the Company the right to place its business name, logo, trademark, service mark, and trade designation on the Online Platform and in other materials and on other platforms so that the Company can discharge its obligations hereunder, including but not limited to advertising, marketing and promotion of the Merchant’s products.

§6 Termination

6.1. The Company may unilaterally terminate this Agreement at any time at its discretion by notifying the Merchant in writing one (1) month ahead of such termination date. During the above period, the Parties shall make a reconciliation of their payments and make final payments.

6.2. Immediately upon notifying the Merchant in writing, the Company may terminate this Agreement and block or delete the Merchant’s account, thus preventing the Merchant’s access to the Online Platform, on the following major grounds:

  • the Merchant violates its obligations or guarantees set forth by clauses 1.4, 1.5, 2.3, 2.4, 2.5, 5.3, 5.4, 5.5 and §9,
  • the Merchant violates its confidentiality obligations set forth by §7,
  • the Merchant’s financial position deteriorates to the extent that the Merchant’s solvency may be open to question,
  • the Merchant is at fault for causing damage to the Company’s financial interests or reputation.

6.3. In case provided for by clause 4.9 hereof, the Company may unilaterally notify the Merchant of a change in the terms and conditions hereof related to the services fee, one (1) months ahead of the date such changes take effect. In this case the Merchant shall either agree to the conditions specified in the Company’s notice or unilaterally withdraw from this Agreement by notifying the Company to that effect no later than fifteen (15) calendar days from the Company’s notice date. Should the Merchant withdraw from the Agreement, the Parties shall make a reconciliation of their payments and make final payments within one (1) month. Should there be no notice received from the Merchant within the said fifteen (15) days, the Agreement shall, upon expiration of the above one month period, remain in force subject to the services fee conditions stipulated by the Company’s notice.

6.4. Unless another period is required by the above, the Parties shall, upon termination of this Agreement, make a reconciliation of their payments and make final payments within a reasonable period of time.

6.5. No termination of, or withdrawal from, this Agreement for any reason whatsoever shall relieve the Merchant from its obligations to its customers that have acquired the Merchant’s coupon from the Company or the Merchant, within three (3) years after the sale of a coupon to a customer (the coupon validity period).

§7 Confidentiality

7.1. The Parties shall agree to treat as confidential all information that they exchange in connection with entering into this Agreement and that is not in the public domain. Information that contains a Party’s trade secrets shall be designated accordingly.

7.2. Without prior written consent of the other Party, a Party may not use, disclose, provide to other persons, except for the Company’s subcontractors or agents, any confidential information or trade secrets of the other Party as part of their activities or upon termination of their contractual relations. The Merchant shall procure compliance with the above by its employees.

7.3. The above confidentiality obligations shall not apply to information which the receiving party can prove had been known to it at the time of notification and is not subject to the confidentiality obligation; was developed with no involvement of the receiving party and with no access to confidential information; was cleared for disclosure by the disclosing party in advance; was publicly cleared for disclosure with no breach of these conditions; was known to, or lawfully obtained by, a third party not bound by confidentiality obligations.

7.4. Also, the receiving party may disclose confidential information to the extent required by law or by ruling of a court or a supervisory body, provided that the receiving party immediately notifies the disclosing party in writing and cooperates with the disclosing party so as to minimise such disclosure, and also provides assistance in obtaining legal protection.

7.5. The Merchant shall store documents that contain confidential information and trade secrets separately and keep them locked in accordance with customary market practices.

7.6. The Merchant shall return documents that contain confidential information and trade secrets and that the Company has entrusted it with, immediately as per instructions, but no later than within a week after the contractual relations are terminated. If such documents are in the electronic form, respective data shall be deleted or, if this is technically impossible, blocked forever upon termination of this Agreement.

§8 Limitation of liability

8.1. The Company shall be liable without limitation in cases of intent and gross negligence; in cases of gross negligence, the Company shall be liable only for damages resulting from any personal injury or death.

8.2. The Company’s contractual liability for damages incurred through its slight negligence shall irrespective of its legal basis be limited as follows:
8.2.1. The Company shall be liable for violating major contractual obligations to the extent of the predictable damage that is typical for an agreement.
8.2.2. The Company shall be liable for slight negligent breach of any other applicable obligation to use care.
8.2.3. The Company shall not be liable for indirect losses or lost profit of the Merchant or third parties, irrespective of whether or not the Company could have predicted such losses.

8.3. The limitation of liability under this §8 shall also apply to the Company’s employees, subcontractors, agents or authorised representatives.

8.4. The Merchant shall apply reasonable efforts to prevent and minimise damage.

§9 Assignment

The Parties may not fully transfer (assign) rights and obligations arising out of this Agreement to any third parties without prior written consent of the other Party.

For the avoidance of doubt, the Parties shall agree that the Company may engage third parties (including subcontractors and agents) to discharge its obligations hereunder at its own risk and shall be fully responsible for their actions.

§10 Right of set-off and withholding

The Merchant may only record and exercise withholding rights if its claims have been accepted by the Company and have been deemed legal and valid by a court of law.

§11 Final provisions

11.1. All matters concerning relations between the Parties and disputes between the Parties arising from this Agreement that are not governed by this Agreement shall be governed by the law of Germany, except for its conflict-of-law rules and the UN convention on international sale of goods.

11.2. All disputes and disagreements arising between Parties out of or in connection with this Agreement shall be resolved by the Parties by way of negotiation.

Party may file a lawsuit only after first sending a complaint to the other Party and receiving such other Party’s reply (or after the expiration of the period designated for such reply).

The interested Party shall send to the other Party a written complaint signed by its authorised representative, with a list of supporting documents attached. A complaint shall be sent using a courier delivery service or other means of communication with evidence of mailing, or shall be delivered against receipt.

The Party receiving a complaint shall consider the same and notify the interested Party in writing of the results within ten (10) business days after receiving the complaint. A reply to a complaint shall be sent using a courier delivery service or other means of communication with proof of mailing, or shall be delivered against receipt.

If the disputes are not resolved in accordance with the complaint procedure, the Parties shall submit to the exclusive jurisdiction of the courts at the location of the Company for all disputes arising out of and in connection with this Agreement.

11.3. In case of a change in either Party’s details, including place of registration, legal form, powers and other matters that are of importance for the performance hereunder, the Party shall immediately notify the other Party in writing. If the other Party has not received a notice of the above changes, a complaint and a reply to a complaint sent by the Party using details known as at the sending date shall be deemed received by the other Party, which failed to duly notify the Party of the changes in its details. Clause 1.4 hereof shall remain effective.

11.4. Should any provision of this Agreement be deemed invalid in accordance with applicable law, this shall not affect or limit the validity of the remaining provisions of this Agreement. Once any provision of this Agreement is deemed invalid, the Parties shall in good faith agree to amend the Agreement so that the amendments reflect the original commercial intent of the Parties as closely as possible.

11.5. 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.

11.6. This Agreement, including all Appendices hereto, shall contain the whole agreement between the Parties and shall supersede any previous oral or written agreement between the Parties in relation to the subject matter hereof.

11.7. The Parties shall acknowledge the legal force of the Agreement and documents to execute, amend and terminate the Agreement submitted via the Online Platform, electronic means of communication, originating from the Parties or their authorised representatives, and the requirement to have a signature in place shall be deemed met if any other means has been used to reliably identify the person expressing its intent.

11.8. This Agreement may be drawn up in any language, shall become effective on the date of its acceptance by the Merchant (obtaining of consent to its terms and conditions); in the event of any inconsistencies, the version in the German language shall always prevail.

11.9. The Parties hereby warrant and represent to each other that they have all the powers necessary and sufficient to enter into this Agreement.

11.10. The User Agreement shall form an integral part hereof (published at