Terms.

Scope & contracting parties

(1) These Terms apply to all contracts on the use of Visybl between the Provider and the customer (the “Customer”). The Provider renders its services exclusively on the basis of these Terms. Deviating or supplementary terms of the Customer only become part of the contract if the Provider has expressly agreed to them in writing.

(2) Only entrepreneurs within the meaning of § 14 BGB can be contracting parties. By concluding the contract the Customer warrants that it is acting in the exercise of its commercial or self-employed professional activity.

(3) The version of these Terms current at the time the contract is concluded shall apply.

Subject matter of the contract

(1) Visybl is a browser-based software-as-a-service application that enables the Customer to manage its Google Merchant Centers operationally and to link them to the technology partner b-good GmbH via the Google Content API.

(2) The final activation of each Merchant Center link is carried out by the Provider's operator and is not automated. There is no entitlement to activation within a particular period; the Provider endeavours to process requests promptly.

(3) The service does not include the creation, maintenance or optimisation of product data, advertising campaigns or other marketing measures unless expressly agreed separately.

Conclusion of the contract

(1) The presentation of the plans on the website does not constitute a binding offer but an invitation to submit an offer.

(2) The Customer submits its offer by successfully completing the payment process via the payment service provider Stripe after selecting the Merchant Centers to be managed and accepting these Terms.

(3) The contract comes into existence when Stripe confirms the first successful payment to the Provider. The Customer receives a confirmation by email.

Scope of services & availability

(1) The Provider makes Visybl available over the internet in its current version. The precise scope of services depends on the plan selected by the Customer. The number of Merchant Centers that can be managed is limited to a maximum of 15 per account; any need beyond that requires a separate agreement.

(2) The Provider aims for an average availability of the application of 99 % on an annual average. Excluded from this are periods of planned maintenance (where possible outside normal business hours) as well as outages due to force majeure or disruptions at third-party providers (in particular Google, b-good GmbH, Stripe, hosting providers). There is no entitlement to a particular level of availability.

(3) The Provider is entitled to develop the scope of services further, provided this does not significantly impair the legitimate interests of the Customer.

Remuneration & payment

(1) The Customer pays the monthly fee stated in the selected plan in advance. Unless stated otherwise, all prices are net and subject to statutory VAT at the applicable rate.

(2) Billing and collection are handled by the payment service provider Stripe Payments Europe, Ltd. Stripe's own terms, which the Customer accepts separately during the payment process, apply in addition.

(3) If the number of managed Merchant Centers increases such that a higher plan applies, the difference for the current billing period is charged pro rata via Stripe. In the event of a reduction, the adjustment takes effect for the next billing period.

(4) If the Customer defaults on a payment due, the Provider is entitled to suspend its services temporarily — in particular active links — until payment has been made in full. Further rights remain unaffected.

Term & termination

(1) The contract is concluded for an indefinite period and may be terminated by either party on ordinary notice of one day to the end of the current billing month.

(2) The right to extraordinary termination without notice for good cause remains unaffected. For the Provider, good cause exists in particular if the Customer breaches the Google Merchant Center policies, applicable law, or seriously breaches obligations under these Terms.

(3) Termination is declared in text form (email is sufficient) or through the “Manage subscription” function provided in the customer account. Receipt by the Provider is decisive for meeting the notice period.

Customer's duties to cooperate

(1) The Customer ensures that the Google account it uses holds the required permissions for the Merchant Centers to be managed and that the access needed to perform the contract (in particular the OAuth scopes openid, email, profile, content) is validly granted and remains in place.

(2) The Customer undertakes to connect for management only those Merchant Centers of which it is the owner or an authorised administrator. Linking third-party or unauthorised Merchant Centers is prohibited.

(3) The Customer is obliged to comply with the Google Merchant Center policies and all further relevant requirements of Google and of our technology partner b-good GmbH. Breaches may lead to the Merchant Center being suspended by Google or b-good GmbH, which is outside the Provider's sphere of responsibility.

(4) The Customer keeps the credentials for its account confidential and reports any unauthorised use that comes to its knowledge to the Provider without undue delay.

Third-party providers

To provide the service the Provider uses the following third-party providers, whose terms apply in addition:

• Google Ireland Limited — Google Merchant Center, Content API, OAuth authentication.
• b-good GmbH — technology partner for the Comparison Shopping Service (CSS) through which Merchant Centers are linked.
• Stripe Payments Europe, Ltd. — payment processing.

The Provider is not liable for outages, delays, policy breaches or contractual consequences that are attributable solely to the conduct or the systems of these third-party providers.

Liability

(1) The Provider is liable without limitation for damage arising from injury to life, body or health based on a negligent or intentional breach of duty by the Provider, as well as for other damage based on an intentional or grossly negligent breach of duty by the Provider.

(2) For damage arising from the slightly negligent breach of material contractual obligations (cardinal obligations) the Provider is liable limited to compensation for the foreseeable damage typical of this type of contract. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely.

(3) Any liability beyond this — in particular for lost profit, indirect damage, consequential damage, loss of data or damage suffered by third parties — is excluded to the extent permitted by law.

(4) Liability under the German Product Liability Act and under a guarantee assumed remains unaffected.

(5) In so far as the Provider's liability is excluded or limited under the preceding paragraphs, this also applies to the personal liability of the Provider's legal representatives, employees and vicarious agents.

Data protection

The separate privacy policy applies to the processing of personal data. In so far as the Provider processes personal data on behalf of the Customer, a data processing agreement pursuant to Art. 28 GDPR is concluded at the Customer's request.

Changes to these Terms

(1) The Provider is entitled to amend these Terms with effect for the future in so far as this is necessary to adapt them to changed legal or technical conditions, or where the amendment does not unreasonably impair the legitimate interests of the Customer.

(2) The Provider will inform the Customer of intended amendments at least 30 days before they take effect, in text form (email to the address on file). If the Customer does not object to the amendment in text form within 30 days of receiving the notice, the amendment is deemed to have been accepted. In the notice of amendment the Provider will draw the Customer's attention separately to the possibility of objecting and to its consequences.

(3) In the event of an objection, both parties have a special right of termination effective on the date on which the amendment was to take effect.

Final provisions

(1) The contractual relationship is governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is, to the extent permitted by law, the Provider's registered office in Flensburg.

(3) Should individual provisions of these Terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by the valid provision that comes closest to what was intended economically.

(4) Amendments and additions to this contract require text form. This also applies to the waiver of this text form requirement.