Preamble

refive GmbH (hereinafter “refive”) is the operator and publisher of refive (https://refive.io & https://refiveapp.com) and all alternative access options to the services of refive (e.g with the help of a web service on the websites of the respective partners or applications for mobile devices or other domains.

1. Scope

1.1
refive offers an analysis and customer loyalty platform based on digital receipts (hereinafter: software).

1.2

1.2 The following general terms and conditions (hereinafter: GTC) apply to all agreements between refive and business customers (hereinafter “partners”) who are not consumers within the meaning of Section 13 BGB or other relevant legal provisions, via the “refive ” getting closed.

1.3
Deviating terms and conditions of the partner do not apply unless refive expressly agrees to their application in writing.

2. Conclusion of contract

2.1

There are two ways to conclude a contract for the use of the software:

1. refive’s sales team prepares a corresponding offer (hereinafter “contract”) in written or text form, which is accepted by the partner through confirmation in text form or written form, but at the latest by paying the invoice.
2. the partner configures the desired scope of services himself as part of a self-service application process on the website. Upon confirmation of the selection, the partner automatically receives an offer (hereinafter “contract”, above) in written or text form on this basis, which the partner through confirmation in text form or in writing, but no later than by paying the invoice.

For the creation of the contract, the partner must provide the necessary data and determine the scope of functions.

2.2

2.2 By concluding a contract for use in accordance with Section 3.1. refive grants the partner the right to use the software – depending on the billing modality from the period granted in Section 6.

3. Subject of the contract

3.1

31. refive provides the partner with access to the version of the software offered on refive and selected by the partner as Software-as-a-Service (hereinafter: SaaS) for the term of a contract. The range of functions of the booked software version, including any additional functionalities, results from the description on the refive website under the heading “Prices” or from an individually generated offer in the context of 2.1a. Other services are not the subject of a contract for the use of the software. Such additional services can be provided by refive on the basis of a separate contract.

3.2

3.2 Unless otherwise agreed, refive a) issues digital and legally compliant receipts via QR code. With the digital receipts, the partner can also b) engage in customer loyalty and analysis.

The possible services in b) include, among other things, that the partner can 1) contact users in the branch to continue the sales pitch digitally, 2) identify users in the branch and use offline data to better understand them and improve CRM processes, 3) connect online and offline user identities to offer a consistently personalized omnichannel experience and 4) set up new customer loyalty measures or make them visible via the refive receipt. This also includes the option of setting up a complete loyalty program to reward users with points and/or stamps for their online and/or offline purchases via the receipt or their email address.

3.3

3.3 The partner selects the range of functions on the refive website under the heading a) “Prices” or b) “Register”. Alternatively, the choice c) is made as part of the discussions with the refive sales team.

3.4

3.4 As part of the payment process, the partner displays the QR codes generated by refive and thus enables users to scan the QR codes with a mobile device (smartphone) and use the digital receipts in the browser that opens on the smartphone.

Depending on the partner’s defined settings, the user can interact with the refive receipt. In particular, he can have the digital receipt sent to him by email or download it as a PDF.

If data transmission is necessary for the use of certain functions, the user must agree to the data transmission. refive processes the data in accordance with the user’s consent (opt-in).

3.5

3.5 Depending on the configuration of the above customer loyalty and analysis capabilities, the partner can view the relevant data points in the refive admin area, configure new customer loyalty campaigns and adapt existing customer loyalty campaigns.

4. Rights and Obligations

4.1

4.1 refive assures the functionality and availability of services guaranteed in Section 11 and the services agreed in the contract.

The partner undertakes to take the measures described in Section 5.

4.2

4.2 refive assumes no responsibility for content and offers published via the digital receipt if these are determined or approved by the partner.

refive and the partner are each responsible for ensuring that the content and materials provided by them do not infringe the rights of third parties or other legal provisions. In particular, no provisions of criminal law, competition law, the youth protection law or public labeling regulations and no rights of third parties such as trademarks and copyrights may be violated.

5. Partner’s Rights and Obligations

5.1

5.1 The partner undertakes to instruct all relevant (branch) employees in relation to the refive platform.

5.2

5.2 If a static QR code is used, the partner undertakes to position it in the store in accordance with the best practice instructions received from refive.

5.3

5.3 For the purpose of fulfilling the contract, the partner grants refive the non-exclusive (simple), limited to the period of this contract, spatially unrestricted content/materials provided or released by the partner, such as content protected by trademark and copyright, non-transferable rights of use.

In the event of a violation of the above clause, the respective partner shall indemnify the other party upon first request from all claims that third parties may have due to the violation of their rights through the use of the above-mentioned materials or content mentioned in this clause or due to a violation of legal regulations or other third-party rights through the offer, sale or purchase. This also includes the costs of any necessary legal defence.

5.4

5.4 The partner may only pass on non-public, commercial or other secret, protected and personal data and information to third parties with the written consent of refive. Such information includes, but is not limited to, any information or data relating to sales techniques, designs, business partners, business plans, finances, prices, policies, processes, forms and this Ordering Policy, and related documentation. The partner is obliged to treat such information as business and trade secrets and not to use it himself. The affiliated companies within the meaning of §15 AktG and vicarious agents of the contractual partner are not considered third parties within the meaning of this regulation.

6. Fees and Payment

6.1

6.1 The fee is paid on the basis of the invoices received from refive and the available payment options and deadlines mentioned there. If payment of the fees is overdue, refive can offset the fees against any amounts to be paid out.

6.2

6.2 The prices stated at the time of the order apply, as shown on the refive website(s). The prices there are net prices in euros and do not include the statutory sales tax at the applicable statutory rate, if applicable. The amount of the remuneration for the use of the software depends on the conditions agreed in the contract.

6.3

6.3 The partner has the choice between monthly and annual billing. All payments are due in advance upon invoicing. The contracts are automatically extended by the previously defined contract period, unless terminated in accordance with Section 7.

6.4

6.4 In the case of monthly billing, the billing period begins on the day a contract for the fee-based use of the software is concluded and is automatically extended monthly, unless the contract is terminated beforehand in accordance with Section 7.

The invoice amount results from the contract made available to the partner.

In the case of monthly billing, the partner will be sent an electronic invoice by refive via e-mail.

6.5

6.5 In the case of annual billing, the billing period begins on the day the Merchant Admin Account is activated and is automatically extended annually unless canceled beforehand in accordance with Section 7. refive initially activates access to the Merchant Admin Account for one year.

The invoice amount results from the contract made available to the partner.

Payments for contracts for the paid use of the software with annual billing are usually made annually in advance by bank transfer.

In the case of annual billing, the partner will be sent an electronic invoice for 12 months by email.

6.6

6.6 If the price range of the version increases during monthly billing due to a change in the number of locations or cash register systems, or the scope of features, refive will provide the difference between the advance payment already made and the changed price by the end of the billing month, either immediately or with the following invoice for the next billing month. If, in the case of monthly billing, the price range of the version decreases due to a change in locations or cash register systems, or the range of features during the billing period, the partner is not entitled to a (pro rata) refund of the advance payment already made.

6.7

6.7 If the price class of the version increases in the annual billing due to a change in the number of locations or cash register systems, or the scope of features, refive will also invoice the difference between the advance payment already made and the changed price up to the end of the annual term ( daily billing). If, in the case of annual billing, the price range of the version decreases due to a change in the locations or cash register systems, or the scope of features during the billing period, the partner is not entitled to a (pro rata) refund of the advance payment already made.

6.8

6.8 In the event of default by the partner, if no payment has been made even after the expiry of a period of one calendar week after the due date set for the partner, refive is entitled to immediately block the partner’s access to the software. refive will notify the partner of this blocking in advance, setting a further deadline of one calendar week. In this case, the partner remains obliged to continue to pay the agreed remuneration plus any default interest. Any damage caused to the partner by the blocking for this reason cannot be asserted against refive. In addition, refive has no right to block access to the software. Furthermore, in the event of default, the statutory provisions of §§ 286, 288 BGB or other corresponding relevant statutory provisions shall apply.

7. Term and Termination

7.1

7.1 The partner and refive can terminate as follows:

1. 1. A minimum term of one month applies to contracts with monthly billing. After the minimum term has expired, the contract is extended by extension periods of one month each, unless the partner cancels before the start of an extension period. The notice period is one month before the start of an extension period.
2. 2. A minimum term of one year applies to contracts for the use of the software with annual billing. After the minimum term has expired, the contract is extended by extension periods of one year each, unless the partner gives notice of three months before the start of an extension period. For the extension of the contracts for the paid use of the software with annual billing, refive will provide the partner with a new annual bill for transfer no later than two weeks before the start of the new extension period.

Termination for good cause remains unaffected by this. This is particularly the case if:

• Repeated breaches of contractual obligations committed by the partner and these are not refrained from even after being asked to do so.
• Wrong or incomplete information was provided by the partner when registering.
• Users report too many (too vague, better: multiple) negative experiences about a partner and these are not obviously unjustified. refive reserves the right to check the ratings carefully beforehand.

7.2

7.2 The termination must be in writing. Terminations by e-mail must be in writing. With effective termination, the partner’s offers and access to all refive services will be deactivated.

8. Warranty and Liability

refive is liable to the partner for damages based on intentional or grossly negligent actions by refive or its vicarious agents and for the loss of data if the loss could not have been avoided by appropriate data backup measures on the part of the partner. Any further liability for damages is excluded.

Limitations of liability do not apply in the case of guarantees by refive or damage resulting from injury to life, limb or health, or in the case of mandatory statutory regulations.

The partner releases refive from any user claims based on breaches of duty by the partner.

9. Copyright

The platform itself and the content made available via it are protected by copyright or other protective laws. These rights must be observed and, in particular, company and product identifiers as well as trademarks and copyright notices must not be removed.

10. Privacy

The sensitive handling of all personal data is important. refive is aware of this and therefore all provisions of German data protection law are observed. refive will never make personal data accessible to third parties without authorization or pass it on to third parties. Details on the processing of user data are regulated in refive’s data protection regulations. You can find these on every page of refive.

11. Functionality and Availability

refive strives for high technical standards, but points out that errors that can lead to damage cannot be ruled out in the technology used. We strive to enable continuous availability of the platform; continuous availability of the platform is neither owed nor guaranteed. We reserve the right to restrict access to the service, in particular for maintenance, security or capacity reasons. If access is restricted, this will be announced in advance if possible.

Temporary service interruptions due to the usual maintenance work, system-immanent disruptions of the Internet with third-party providers or third-party network operators as well as in the event of force majeure are possible and are not the responsibility of refive. The limited availability when maintaining the system takes place during the required maintenance times.

refive will continuously update, expand and/or change the software of the platform in order to react to changing user interests, to fix technical errors and to introduce new functions. There is no entitlement to maintaining the software in the state it was in when the contract was concluded or at a later point in time.

In particular, errors caused by operating errors for which the user is responsible are excluded from the warranty. refive does not assume any guarantees in the legal sense.

The use of the platform requires a computer or mobile device, internet access and common and functional browser software.

We reserve the right to supplement the service offers offered free of charge within the framework of the platform.

12. General

refive GmbH

Angermünder Str. 12
10119 Berlin

E-Mail: info@refive.wpengine.com

Legal representatives:

Directors: Mitul Jain, Cristian Martín Peláez

Registration in the commercial register:

District Court Berlin-Charlottenburg HRB 215390 B

Stand: 11. Januar, 2022

The decisive language for communication between you and refive during the business relationship is German. The General Terms and Conditions are only available in German.

13. Changes to these Terms and Conditions

You will be notified of changes to these General Terms and Conditions in text form no later than three days before the proposed effective date. If you consent to the changes, they will take effect at the time indicated. Otherwise, if you do not agree to the changes, you can terminate the contractual relationship in writing within three days of receipt of the notification with effect from the time the changes come into force. If no notice is given, your consent to the changes is deemed to have been given. We will draw your attention to this consequence when we announce the contract change.

14. Law, Place of Jurisdiction

German law applies. The place of jurisdiction for all disputes under these conditions of participation or in connection with refive is Berlin. In addition, a participant can also be sued at his general place of jurisdiction or at any other place where there is legal jurisdiction. The operators are not obliged to participate in an arbitration procedure.

15. Severability Clause

Should a clause of these General Terms and Conditions be ineffective, the remaining clauses remain unaffected. The ineffective clause is deemed to be replaced by one that comes as close as possible to the meaning and purpose of the ineffective clause in a legally effective manner. The same applies to any loopholes in the regulations.