Terms and Conditions (GTC)

1. Definitions
WERETAIL (as defined below) offers the Weretail concept for B2B companies. The WERETAIL concept is implemented holistically or individually per module, depending on the company’s wishes. WERETAIL’s goal is to bring Chinese guests specifically to the company’s locations. By establishing acceptance of the mobile payment services Alipay and WeChat Pay at the company’s point of sale (POS) and/or e-commerce (eCOM), we aim to increase the “conversion rate” of Chinese guests. In these General Terms and Conditions (“Terms and Conditions”), the following definitions apply:
a) “Services Agreement” means the Order, these Terms and Conditions, the Data Processing Agreement (if applicable) and any specifications (e.g. selected module) agreed between WERETAIL and the Contracting Company and their respective User(s).
b) “Company” means the party to whom WERETAIL is to provide its products or services in accordance with the Order. If a contractual company includes more than one legal or natural person, the respective obligations apply to all persons jointly and severally.
c) “WERETAIL” refers to WERETAIL GmbH and its affiliated companies.
d) “Order” means any registration of either a paid subscription, a signed offer, an order confirmation or a registration via a web interface in which the products and products ordered, to be ordered or currently used by the contractual company and the respective user(s). Services are specified.
e) “Queries” means queries, searches, API calls, or any specific configuration that users use within our Services to obtain results.
f) “Services” means the WERETAIL web software, platform, products and services that WERETAIL makes available to contractual companies and users.
g) “User” means the natural person(s) who uses the Services after registering (i) either themselves or a contracted company or (ii) on behalf of a contracted company or by a contracted company was/were invited.

2. Scope and definitions

2.1. These General Terms and Conditions apply to all services that WERETAIL provides for contractual companies and users (“you”/“your”). By purchasing, using or otherwise accessing the Services, you agree to be bound by the Agreement.
2.2. These Terms and Conditions come into effect on the earlier of (a) use of or access to the Services or (b) execution of an order and supersede all prior representations between you and WERETAIL, unless expressly agreed otherwise in writing (Text form sufficient).
2.3. The services are only offered for business purposes, i.e. for natural or legal persons who, when concluding a legal transaction, are acting in the exercise of entrepreneurial activity. You acknowledge that use of the Services is for commercial or business purposes only.
2.4. WERETAIL does not accept any other conditions (e.g. additional and ancillary provisions such as guarantee promises, purchasing conditions or representations) in relation to the provision of the services, unless they have been agreed in writing (text form is sufficient) by an authorized representative of WERETAIL.

3. Content and use of the services

3.1. WERETAIL provides its services to contractual companies and users in accordance with the contract. The Services are provided “as is” and may be updated and changed during the Term (as defined in Section 8 below).
3.2. The WERETAIL services can be used without sharing personal data with us. However, if you (a) implement WERETAIL Technologies in your systems or on your website and so exchange personal data with us, or (b) exchange personal data with us so that it is processed on your behalf, these Terms and Conditions are governed by the Data Processing Agreement (available at www.WERETAIL.com/privacy/dpa, “Data Processing Agreement”), which sets out additional terms of our contract that apply exclusively to personal data processed on your behalf in the context of providing the services to you.
3.3. With regard to all other services, WERETAIL processes personal data for its own purposes and not on your behalf. Therefore, WERETAIL does not enter into a data processing agreement with respect to any other processing activities not covered by Section 3.2 that are carried out as part of our services. Further information can be found here in WERETAIL’s data protection information (www.WERETAIL.com/privacy/notice).
3.4. In the event that WERETAIL offers you specific or third party services, the provision of such services may be subject to your agreement to additional terms and conditions prior to the activation of such services.
3.5. You acknowledge and understand that the content and scope of the Services and results, including the selection of sources, are subject to change and are likely to change over time. In order to improve the speed and efficiency of certain services, WERETAIL may expand, change or supplement its offering at any time and at its own discretion.
3.6. WERETAIL is not responsible for the completeness, relevance or accuracy of the results and has no influence or control over the results provided by sources.

4. License

4.1. WERETAIL grants the contracting company a non-exclusive, non-transferable license to use the services in accordance with the contract, which specifies in particular the type of use, the number of users and the scope of access granted to the users.
4.2. Except as follows, the Contracting Company is not authorized to rent, resell or otherwise transfer the Services or Results to third parties:
The services may only be used within the contractual company’s organization. Use for or within other companies (including affiliated companies) and/or publication of results is only permitted with the prior consent of WERETAIL in text form.
4.3. The transmission of results or the granting of access to the services to external service providers is only permitted for uses in which these service providers directly support the contractual company for its purposes and whose use is limited in time, location and subject matter to the contractual company’s project.
4.4. The Contracting Company acknowledges and agrees that WERETAIL offers various service packages (“Plans”), which consist of various products, functions and promotions (“Promotions”) that can be carried out by the Users under these Plans.
4.5. WERETAIL provides the services on all calendar days and ensures that the services have an availability of 95% on an annual average. The operating time excludes periods during which maintenance work takes place, provided that this has been announced at least 24 hours before it begins. Operational disruptions that are not within WERETAIL’s control (e.g. disruptions due to force majeure or uninvolved third parties) are excluded from the operating hours. Exclusions from Uptime under Section 4.5 will not be treated as unavailability of the Services.

5. Obligations of users

5.1. Users are responsible for keeping their authentication data, such as logins, passwords, tokens or API keys, confidential and may not pass them on to third parties. You are responsible for any misuse of such credentials resulting from your failure to comply with these obligations.
5.2. The contracting companies and users are obliged to exercise the necessary care when using them. This means in particular:
a) Users may not exploit possible programming errors to the detriment of WERETAIL and must immediately report errors, bugs and inadequacies relevant to IT security to WERETAIL if they become aware of them.
b) Users may not use the Services for illegal purposes.
c) Users may not copy, frame or mirror any WERETAIL Service or any part, feature, function or user interface thereof.
d) Users may not access the Services or monitor the availability, performance or functionality of those Services in order to create a competing product or service or for other benchmarking for competitive purposes.
5.3. If there is evidence or serious suspicion that a User has violated Sections 5.1. or 5.2. has committed or attempted to commit a violation, WERETAIL may immediately exclude the User from further use of the Services until the matter is resolved in an appropriate manner or, if the matter cannot be resolved in an appropriate manner, the account of the Block the user and/or the respective contractual company.

6. Rights and Property

6.1. You agree and acknowledge that certain Results may be subject to third party rights and licenses (e.g. protected by copyright or trademark law) and that WERETAIL does not grant or manage such third party rights or licenses. Copyright, patent rights, trademark rights and all other intellectual property rights relating to the provision of the Services themselves remain with the respective owners of such rights.
6.2. If you provide WERETAIL with your own data, for example for the purpose of updating or enriching this data, you grant WERETAIL a non-exclusive right to process this data to the extent necessary and to provide the services in accordance with the contract.
6.3. WERETAIL will treat all personal data and other information (such as user details) provided by the contractual company as confidential and will only process the data to the extent necessary for the provision of WERETAIL’s contractual services. WERETAIL will make reasonable efforts to delete the data and information received upon your request.
6.4. You acknowledge and agree that we may use information you provide in aggregated and anonymized form to improve or develop our Services.

7. Support

WERETAIL provides you with support in accordance with your order and the plan you choose. WERETAIL customer service staff are available from 9:00 a.m. to 5:00 p.m. (Central European Time) (Monday to Friday, excluding public holidays) to quickly respond to your inquiries. Depending on your time zone and region, you may have different support hours.

8. Orders, payment, term and termination

8.1. The initial term of the Contract with the Contractor as set forth in the Order or any subsequent renewal period(s) shall be referred to herein as the “Term.”
8.2. The contracting company can only terminate the contract at the end of the respective term. Extraordinary rights of termination and the right to terminate for good cause remain unaffected by this. For contracts with a term of one (1) year or longer, termination of the contract extension must be received by WERETAIL at least 30 days before the last day of the term. Any contract that is not terminated in a timely manner will automatically be extended for a further term equal to the length of the last term.
8.3. The initial term fees apply as stated in the order. All prices are stated in EUR (as the case may be) and are exclusive of statutory VAT or sales tax (as the case may be). A price increase by WERETAIL is possible for subsequent terms. WERETAIL will inform the contractual company accordingly of such an increase.
8.4. Fees for each term are payable annually in advance (unless otherwise specified in the Order). WERETAIL will issue an invoice at the earlier of the following times: (a) receipt of payment or (b) order confirmation. Payment of any (unpaid) amount is due within fourteen (14) days of receipt of the invoice.
8.5. If the Merchant fails to pay on time, WERETAIL may, at its sole discretion, take any or all of the following actions:
a) restrict or suspend the User’s access to the Services until all payments due have been made,
b) terminate the contract, or
c) appoint a third party to collect the outstanding amounts.
WERETAIL will inform the contractual company at least one (1) week before a suspension or termination in accordance with lit. a) or b) in advance (e-mail is sufficient). Restriction or suspension of access to the Services will not affect the term of the Agreement or the Contracting Company’s obligation to pay the relevant Fees.
8.6. When placing an order, you will provide accurate, current and complete information about the entity that will become a party to the contract (all information necessary to identify the entity, billing information, banking information and contact details). You will immediately inform WERETAIL of any relevant changes (e.g. address, billing details and bank details or the relevant contact person).

9. Provision of services, assignment of rights

9.1. WERETAIL is entitled to commission third parties to provide the services in accordance with the contract. WERETAIL will ensure that these third parties comply with WERETAIL’s obligations under the contract, in particular the confidentiality and data protection obligations set out in these General Terms and Conditions.
9.2. Without the prior written consent of WERETAIL (text form is sufficient), you may not, subject to the provisions of Section 354a HGB, assign, delegate or otherwise transfer the contract (or any rights or obligations arising from or in connection with it) to third parties.
9.3. You can only set off claims that are undisputed or have been recognized in writing by WERETAIL or have been legally established.
9.4. You can only assert a right of retention to secure undisputed or legally established claims.

10. Liability and Indemnification

10.1. WERETAIL is only liable to you for damage that was caused intentionally or through gross negligence. This does not apply if WERETAIL violates essential contractual obligations. Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and can rely. The liability for the breach of essential obligations is limited for each contractual year to the remuneration owed by the contracting company in the respective year in which the breach occurred; This limitation does not apply if the damage is foreseeable and typical for the contract and typically exceeds the annual remuneration.
10.2. WERETAIL assumes no liability for lost profits, consequential or indirect damages, reduction in value of the contractual company’s brand or its business, wasted expenses or similar costs.
10.3. The indispensable legal liability, in particular the liability under the Product Liability Act as well as the statutory guarantee liability, remains unaffected by the above liability limitations. The same applies to WERETAIL’s liability in the event of culpable injury to life, body or health.
10.4. The limitations and exclusions of liability in accordance with Section 10.1. until 10.3. also apply to the personal liability of WERETAIL’s employees, representatives, bodies and vicarious agents.
10.5. The contractual company indemnifies WERETAIL from all third-party claims resulting from a violation of third-party rights caused by the contractual company (e.g. as a result of a violation of Section 6). This includes reimbursement of reasonable legal costs incurred by WERETAIL to defend itself against third-party claims. WERETAIL will immediately inform the respective contracting company of any legal claim made against WERETAIL. WERETAIL consults with the contracting company before entering into a settlement with such a third party. If WERETAIL decides to enter into a settlement without the consent of the contracting company, WERETAIL will bear its own costs resulting from such a settlement and in connection with the dispute.

11. Final provisions

Place of JurisdictionThe contracting parties irrevocably agree that any disputes and claims (including non-contractual disputes or claims) based on this agreement or in connection with it must be decided before the competent court in Germany. This court has exclusive jurisdiction over such matters.

11.1. Changes to the contract (including terminations) must be in text form; This also applies to a waiver of this text form requirement. Oral changes, including additional agreements, are invalid.
11.2. Should individual provisions of the contract be or become wholly or partially ineffective or unenforceable, or should the contract contain gaps, this will not affect the effectiveness or enforceability of the remaining provisions of the contract. Instead of the ineffective, unenforceable or missing provisions, an effective and enforceable provision is deemed to have been agreed, which the contracting parties would have agreed, taking into account the economic purpose of the contract, if they had been aware of the ineffectiveness, unenforceability or lack of the relevant provisions when concluding the contract.

12. Right to change the terms and conditions

WERETAIL has the right to change these Terms and Conditions in order to adapt the Terms and Conditions to changes in applicable laws or to the services offered by WERETAIL. In this case, WERETAIL will inform the contractual company of the change in writing in advance in a reasonable time. The change will be adopted and will apply if the contractual company does not object in text form within two (2) weeks of receiving notification of the change. If the contracting company exercises its right to object, the contract continues to apply on the basis of the General Terms and Conditions without the change. Any rights of the parties to terminate the contract remain unaffected in this case. In the event of a timely objection, WERETAIL reserves the right to terminate the contract extraordinarily with one (1) month’s notice.