General Terms and Conditions

of the Inventorum GmbH, Voltastraße 5, 13355 Berlin, Germany for access to the “Inventorum.com” platform

§ 1.

Scope of the General Terms and Conditions

  1. The following General Terms and Conditions (“AGB”) of Inventorum GmbH, Voltastrasse 5, 13355 Berlin, Germany (hereinafter referred to as “Inventorum”) govern the legal relationship between Inventorum and the retailer accessing the Inventorum platform. The Inventorum platform is accessible via the Internet. Use is carried out via the use of a user client software (hereinafter referred to as “client software”).
  2. These General Terms and Conditions apply only in relationship to the retailer. The validity of general terms and or purchase conditions of the retailer is specifically rejected in advance.
  3. The German version of these General Terms and Conditions takes precedence over any other language version.

§ 2.

Description of service

  1. Inventorum provides the Inventorum platform for use by retailers in accordance with the provisions of these General Terms and Conditions and any other conditions agreed to through separate contracts if applicable.
  2. The retailer uses the platform through client software. The client software and required hardware must be procured by the retailer itself and at its own expense. Upon conclusion of the contract, the requirement for use is an iPad 4 and iOS 8.3 or higher and 1GB of free storage space. The client software is offered in Apple’s AppStore at no additional cost. Details are provided in § 5.
  3. The Inventorum platform is a comprehensive cash and inventory management solution as well as an online shop platform for retailers. An up-to-date description of the different service plans can be found at https://www.inventorum.com/en/prices/.
  4. Which and to what extent the aforementioned services are provided to the retailer by Inventorum is regulated in the individual contract agreed to by the retailer. The retailer has the option of requesting further services by stating its access data in an e-mail and sending it to “info@inventorum.com” or via accessing the Internet portal “inventorum.com.”
  5. Services not provided by Inventorum (in particular with regard to compliance with legal and tax requirements) are described in § 13.

§ 3.

Conclusion of the contract for access to the Inventorum platform outside of the Internet (“Offline”) and ordering further services

  1. The contract for access to the platform Inventorum can be concluded outside of the Internet (“offline”). In this case, the retailer will receive – if necessary – preliminary access data for the use of the platform.
  2. The retailer can also subsequently order additional services outside of the Internet (“offline”).

§ 4.

Conclusion of the contract for access to the platform Inventorum via the Internet portal “Inventorum.com” (“online”) and ordering further services

  1. The contract for access to the platform Inventorum can be concluded via the Internet portal “inventorum.de” by filling out and submitting the registration form. In this case, the retailer will receive its access data for using the platform by e-mail.
  2. The retailer selects the services he would like, completes the registration form and sends an offer to conclude a contract for access to the Inventorum platform by submitting the data. The retailer will be able to recognize any input errors on a summary page prior to submitting its contract and can correct these errors as the last step before actually sending in the contract offer. The system then records the contract offer. The retailer receives a confirmation of receipt for its contract offer which is an automatically generated by the system and sent to the specified e-mail address (confirmation of receipt). The confirmation of receipt does not constitute acceptance of the contract offer. An acceptance of the contract offer is made in a separate e-mail to the retailer. Only with this separate e-mail is the contract between Inventorum and the retailer concluded. The retailer will also be requested to confirm its e-mail address in the separate e-mail of acceptance of the contract offer from Inventorum. Only after this confirmation has been made (so-called double opt-in procedure) will access to the Inventorum platform be technically possible. The contract between Inventorum and the retailer is also concluded without the retailer confirming its e-mail address.
  3. The retailer can also order additional services at a later date. For this purpose, the “BackOffice” is available to the retailer via https://backoffice.inventorum.com/. There, the retailer can select and order the other services he wants. The system automatically confirms receipt of the retailer’s order for additional services. In most cases, Inventorum also declares acceptance of the contract in this e-mail.
  4. Contract offers are only allowed to entrepreneurs within the meaning of § 14 BGB. Entrepreneur is accordingly a natural or legal person or a legal partnership, which acts at the conclusion of the contract in performance of their commercial or independent professional activity.
  5. The information provided by the retailer during the registration process must be complete and correct. Inventorum must be immediately informed of subsequent changes to the retailer’s data (e.g. address, telephone number, e-mail address). If the retailer is negligent in failing to comply with these obligations, he alone will be responsible for any disadvantages that may result.
  6. The contract text will not be saved by Inventorum after conclusion of the contract. Only the basic data of the contract (name, address, e-mail address, bank account if necessary, rough description of the services ordered) will be available on the platform during the duration of the contract.
  7. The “German” language is available for conclusion of the contract.
  8. Inventorum is not subject to special and codes of conduct not mentioned above.

§ 5.

Technical conditions of use, obligations of the retailer to cooperate, right of termination in case of technical changes

  1. The retailer must install the client software in order to use the Inventorum platform. The client software is available through Apple’s AppStore at no additional cost or will otherwise be provided by Inventorum.
  2. The retailer must purchase any additional required hardware or software, such as an Apple iPad and Apple’s iOS operating system, at their own expense. An iPad 4 and iOS version 8.3 or higher and 1GB of free space is supported at conclusion of the contract. Any additional features, such as bar code scanning, QR codes, or photography, require an iPad with a camera.
  3. During the term of the contract, Inventorum may discontinue the support of the hardware and software referred to in No. 2 above upon prior notice of at least 3 months and specification of the new hardware and software support. Inventorum is entitled to do so especially if there is a significant change in Apple’s hardware or software. A change in the primary contractual performance obligations, in particular as described in § 2, is not allowed.
  4. If the announced newly supported hardware or software does not comprise just a customary market development of the existing hardware or software, especially if a change in the hardware architecture from Apple to that of another company is required and the previously supported hardware and software must be relinquished, the retailer is entitled to terminate the contract effective on the date on which only the new hardware or software is supported, but only if the retailer terminates the contract within a period of 1 month from receipt of the notification in accordance with No. 3 above, in writing or by e-mail to info@inventorum.com. Inventorum refers to this deadline in the notification in No. 3 above. Any fee already paid by the retailer will be reimbursed to the retailer pro rata for the period from the effective date of the termination and is payable within 30 days after the termination takes effect.

§ 6.

Platform account, retailer’s contractual obligations, functionality of the platform

  1. The retailer is obligated to protect access to the platform account against unauthorized use by third parties. Access data (user ID or password) may not be disclosed to third parties. The retailer is liable for any unauthorized use of its access data made possible by its behavior and the associated unauthorized use of its platform account, to the extent he is at fault. Once the retailer becomes aware that its access data has become accessible to third parties, it is required to change its password. If this is not possible, Inventorum must be informed immediately.
  2. The platform account is not transferable.
  3. Inventorum provides the platform for use as described in these General Terms and Conditions and when applicable in individual contracts and also guarantees a 97% rate of technical accessibility of the portal per month. However, the retailer’s claim to use the Inventorum platform is limited to the prevailing state of technology. Inventorum may temporarily restrict the availability of Inventorum’s services based on capacity limits, maintenance or for security reasons. Inventorum considers, where possible, the legitimate interests of the retailer by providing prior information about pending restrictions of access.

§ 7.

Fee, due date, options for payment, terms of payment, offset

  1. The fee paid by the retailer to Inventorum is outlined in the individual contract.
  2. If a trial period is agreed (e.g. “14 days free trial”), the retailer will not owe any fee during the trial period.
  3. The fee is due in advance for the respective contract period. For contract periods of more than one month, the customer can make or request a proportionate, or just a monthly advance payment.
  4. If no separate instructions for payment are included in the individual offers, the payment can be made by SEPA B2B direct debit, bank transfer, PayPal or credit card.
  5. If the retailer chooses to pay by SEPA B2B direct debit, Inventorum will deduct the amount due on the due date from the account specified by the retailer. Payment is deemed to have been made upon receipt by Inventorum.
  6. Payment must be made in advance if the retailer chooses to pay by bank transfer. Payment is only deemed to have been made upon receipt by Inventorum.
  7. If the buyer chooses to pay by credit card (MasterCard or VISA), the payment will be deemed to have been made upon successful debit of the credit card account. If the retailer chooses to pay via PayPal, the payment will be deemed to have been made upon receipt by the Inventorum PayPal account.
  8. Claims for compensation by Inventorum can only be offset with undisputed or legally established claims. The same applies to the exercise of a right of retention. The customer is only authorized to exercise a right of retention if it is based on the same contractual relationship.

§ 8.

Contract period, contract extension, termination

  1. The contract period is based on an individual agreement.
  2. If a test period (e.g. “14 days free trial”) has been agreed, this contract ends automatically with the expiry of the test period. Inventorum is entitled to store the data submitted by the retailer for a subsequent 14 days (data such as personal information, configuration and discontinued product details).
  3. If a contract period of one month has been agreed, the contract will be extended by one month if it is not terminated by a party within 14 days of the end of the respective contract period.
  4. The contract is also extended by one month if a contract period is not specified in an individual agreement. Each party can then terminate the contract with a period of 14 days of the end of the respective contract period.
  5. If a contract period of one or more years has been agreed, the contract will be extended by one year if it is not terminated by a party within 14 days of the end of the respective contract period.
  6. If a different contract period has been specified through an individual agreement, the contract will be extended for the same period again if the contract is not terminated by a party with a notice period of one sixth of the duration of the contract period, but no longer than two months.
  7. Termination must be declared in writing or by e-mail. Termination by the retailer may be sent to “support@inventorum.com”; a termination by Inventorum may be sent to the e-mail address submitted to Inventorum by the retailer.
  8. The right to terminate without notice for good cause remains unaffected.

§ 9.

Suspension of the platform account

Inventorum may temporarily or permanently suspend the platform account or any content posted by the retailer or the retailer himself if Inventorum suspects or it has already been established that the retailer violates any laws or the General Terms and Conditions of this contract, third party rights or Inventorum otherwise has a legitimate interest in blocking the account. Inventorum has a legitimate interest in suspending a platform account if the suspension is necessary to protect one or more other retailers, especially if suspicion exists that the account is being used for fraudulent or otherwise damaging activities or the retailer has provided incorrect contact information (grounds for suspicion). The suspension is limited to the level deemed necessary. A final suspension of the platform account occurs only for very serious or repeated violations. The retailer will be notified of the suspension immediately and the reasons for the suspension stated. The suspension must be reversed as soon as the suspicion is refuted.

§ 10.

Product database, granting of user rights, liability for product information

  1. Inventorum operates a product database. The product database contains pictures, descriptions and other product details (product information) for various goods.
  2. Entries from the product database – if available for the goods – are displayed to the retailer when it enters its own goods. The retailer may accept the data as its own, if applicable. The retailer is responsible for the description of its goods and that it complies with the legal requirements.
  3. If the retailer provides details on goods, this data will be anonymized or, if the retailer so wishes, pseudonymized in the Inventorum product database and then made available to third parties, in particular to other retailers.
  4. The retailer agrees to provide only factual and truthful product information. Product information with content:
    • that is not or not only related to the product being described
    • is criminal (in particular sedition, insult, defamation, threat)
    • that is pornographic, vulgar or obscene, harassing or otherwise offensive
    • that is anti-constitutional, extremist, racist or xenophobic or content that come from prohibited groups
    • that infringes on the rights of third parties (in particular personal rights, copyrights, trademark rights, patent rights or other rights of third parties), is prohibited and may not be communicated.
  5. Product details provided by retailers are not reviewed by Inventorum.
  6. Inventorum reserves the right to suspend or terminate product information provided by the retailer. In particular, Inventorum is entitled to block product information if there is reasonable suspicion that information is not truthful or unobjective or contains prohibited content (see paragraph 4 above). Reasonable suspicion exists, in particular, when Inventorum is warned by a supposedly injured party, unless the warning is obviously unfounded, or if Inventorum has been informed regarding investigations being conducted by governmental authorities. Inventorum will limit the suspension, to the extent possible, to the content that is related to the alleged infringement. The retailer will be notified of the suspension immediately and the reasons for the suspension stated. The suspension must be reversed as soon as the suspicion refuted.
  7. Rights of use:
    • The retailer assures that it has the rights to the product information it has provided.
    • The retailer grants Inventorum a unrestricted, transferable, sublicensable and free of charge right to use the product information provided by it. In particular, the right of use covers the right to store, reproduce, make publicly available and edit the content and remains independent of the contract (abstract right of use).
  8. The retailer is liable for the product information it provides and indemnifies Inventorum from all claims of third parties that they assert against Inventorum for infringement of rights or other claims arising from the publication or disclosure of the contents. The retailer is obligated to compensate Inventorum for any damage that Inventorum incurs if such third-party claims are asserted, including the costs of a reasonable legal defense. This applies only if subordinate claims of third parties against the retailer have not expired due to the statute of limitations, and if the retailer is at fault.

§ 11.

General rules for using the Inventorum platform

The retailer is not permitted not to take any action that may affect, damage or destroy the software or hardware or the performance of a Inventorum computer or any server used by Inventorum for the provision of the service, in particular the retailer is not permitted to disclose any malicious product information, unsolicited e-mails (” Spam “) or to bring to a halt the Inventorum platform or parts thereof (“Denial of Service”).

§ 12.

Amendments to these General Terms and Conditions

The retailer will be provided with any amendments to these General Terms and Conditions no later than one month before the proposed date of implementation, in writing or in text form and mailed e.g. per e-mail to the address provided by the retailer. The consent of the retailer is deemed to have been granted if it has not announced its refusal prior to the proposed date of the amendments becoming effective. This does not apply if the amendment affects primary performance obligations, as described in particular in § 2. In its offer to the retailer Inventorum specifically refers to this approval effect.

§ 13.

Limitation of liability, personal responsibility of the individual handler

  1. The necessary technical conditions for the use of the Inventorum platform, in particular the required software and hardware (e.g. iPad, Internet browser) as well as access and transmission services, are provided at the expense of the retailer. Inventorum does not guarantee the compatibility of the Inventorum platform with retailer’s individual hardware and software. The supported hardware and software is described in § 5.
  2. The retailer is responsible for adhering to the legal provisions (including, but not limited to, telemedia law (imprint), cancellation policy, data protection, competition law, general terms and conditions, e-commerce law) in its commercial business and online shop. Inventorum may not provide legal advice under the Legal Services Act. The retailer bears the sole responsibility for reconfiguring any text fields which are provided by Inventorum via the Inventorum platform for legal explanations.
  3. Inventorum does not provide consulting services in the field of tax consulting, auditing and legal advice. Results made available by or via Inventorum are to be checked independently, if necessary by expert third parties, prior to utilization; this applies in particular with regard to the suitability of the results (e.g. for bookkeeping and tax returns). Inventorum therefore only provides the technology for an automated management of common standard tasks to simplify work. Inventorum may not assess whether special features apply to the respective retailer; the retailer must clarify the suitability itself. This does not apply if Inventorum has maliciously concealed unsuitability.
  4. Inventorum secures the data entered by the retailer against loss, according to the current state of technology (in particular through backups). Even with the best possible backup of the data, the irrevocable loss due to technical problems can not be excluded. Inventorum is therefore only liable for any loss of data or content published by the retailer to the extent that Inventorum or its agents or vicarious agents acted with intent or gross negligence.
  5. The retailer can only claim damages:
    1. for damages resulting from injury to life, body or health caused by an intentional or negligent breach of duty by Inventorum or a willful or negligent breach of duty by a legal representative or vicarious agent of Inventorum
    2. for damages based on an intentional or grossly negligent breach of duty by Inventorum or on an intentional or grossly negligent breach of duty by a legal representative of Inventorum, its executives or vicarious agents
    3. for damages based on the intentional or negligent breach of essential contractual obligations (cardinal obligations) of Inventorum, a legal representative of Inventorum, its executives or vicarious agents. Essential contractual obligations (cardinal obligations) are obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the retailer regularly relies.
    4. for damage that falls within the scope of any guaranty (assurance) specifically granted by Inventorum or any guarantee of quality or durability

In the case of a simple negligent breach of an essential contractual obligation, the liability of Inventorum shall be limited to the typically foreseeable damage for Inventorum, which is foreseeable if proper due diligence was applied at the time the contract was concluded. Exceptions to this are damages resulting from injury to life, limb or health.

Claims for damages of the retailer in the case of a simple negligent breach of an essential contractual duty expire one year from the beginning of the statutory limitation period. Exceptions to this are damages resulting from injury to life, limb or health.

Claims for damages against Inventorum based on legally binding liability, for example under the Product Liability Act, remain unaffected by the above provisions and shall be legally valid within the statutory periods.

§ 14.

Data protection, conclusion of a data processing order

  1. Inventorum complies with the data protection laws and stores, uses or transmits the data only when permitted by law or if consent declared by the retailer is permitted.
  2. The retailer concludes the attached data processing order between the retailer and Inventorum in writing and sends Inventorum an original signed version to “Inventorum GmbH, Voltastraße 5, 13355 Berlin, Germany.”
  3. The retailer will not provide Inventorum with third-party personal data prior to submitting the signed data processing order in accordance with No. 2 above.

§ 15.

Severability clause

  1. If one or more provisions of these General Terms and Conditions are or become invalid in whole or in part or if these terms and conditions contain a loophole, this does not affect the validity of these terms and conditions otherwise.

§ 16.

Applicable law, court of jurisdiction agreement

  1. The contract for access to the Inventorum platform, including these General Terms and Conditions, is subject to the substantive law of the Federal Republic of Germany to the exclusion of the UN Sales Convention.
  2. Exclusive place of jurisdiction for all disputes arising out of and/or in connection with the contract and these General Terms and Conditions is Berlin, insofar as the retailer is a merchant, legal entity of public law or special fund under public law or the retailer in the Federal Republic of Germany has no general place of jurisdiction or its place of jurisdiction was relocated abroad. As an exception, Inventorum is also entitled to assert claims against the retailer at its general court of jurisdiction.
Version: September 2017

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