{"id":12665,"date":"2022-11-21T10:04:25","date_gmt":"2022-11-21T09:04:25","guid":{"rendered":"https:\/\/www.userwerk.com\/en\/imprint-2\/"},"modified":"2026-03-20T15:19:04","modified_gmt":"2026-03-20T14:19:04","slug":"terms-and-conditions_brands_en","status":"publish","type":"page","link":"https:\/\/www.userwerk.com\/en\/terms-and-conditions_brands_en\/","title":{"rendered":"GTC – Brands"},"content":{"rendered":"\t\t
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Terms and conditions<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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for our brand partners<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t
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General Terms and Conditions for Service Contracts<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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with brand partners of<\/p>

userwerk market solutions GmbH
<\/strong>Ehinger Str. 19
89077 Ulm<\/p>

(hereinafter: ums)<\/p>

valid from April 1, 2023<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t

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1. Scope<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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  1. These General Terms and Conditions (hereinafter referred to as GTC) of ums apply to entrepreneurs, legal entities under public law, or special funds under public law with whom ums has concluded a service contract designated as \u201cBrand Partner\u201d as a contractual partner.<\/p><\/li>

  2. Our services and offers are provided exclusively on the basis of the latest version of the GTC reproduced here. These apply to all future services and transactions, insofar as they are of the same type. The GTC are also freely available on the Internet at https:\/\/www.userwerk.com\/en\/agb_brands_en\/<\/a> at any time and can be printed or saved in reproducible form (PDF Download<\/a>).<\/p><\/li>

  3. The brand partner’s general terms and conditions shall not apply, even if ums does not specifically object to their validity. Deviating or conflicting terms and conditions shall therefore only apply if they have been confirmed by us in writing as an addition to these General Terms and Conditions. This confirmation requirement applies in all cases, for example even if we perform the service for the brand partner without reservation in full knowledge of the brand partner’s general terms and conditions. There are no verbal side agreements upon conclusion of the contract.<\/p><\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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    2. Subject matter of the contract<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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    1. ums generates leads primarily via internet content through cooperation with third parties and makes these available to the brand partner. A lead is a data record that contains the order (from the products provided by the brand partner), the address details of the end customer\/consumer agreed in the service contract and, if contractually agreed, the consent of the end customer\/consumer to use their address data by the brand partner for marketing purposes (opt-in).<\/p><\/li>

    2. The products provided by the brand partner will be advertised by ums via cooperation partners selected by ums at its sole discretion with reach on the Internet, generally using all types of advertising customary on the Internet, such as banner advertising, pop-ups and popunders, competitions, co-registrations, bonus and payback systems, email campaigns, white label shop integrations, etc. The scope, manner and selection of advertising types and advertising media, as well as the use of extras, are at the sole discretion of ums. Furthermore, ums reserves the right to develop additional media and channels for the brand partner’s products.<\/p><\/li>

    3. The brand partner undertakes to ensure that all documents provided by them comply with all legal requirements, in particular consumer protection regulations, such as distance selling law, and the provisions of the Unfair Competition Act (UWG).<\/p><\/li>

    4. ums forwards the offers to the brand partner in a suitable form and at a suitable frequency. ums is not liable for receipt by the brand partner.<\/p><\/li>

    5. ums does not accept any complaints or enquiries from end customers\/consumers that originate from the brand partner. This includes, in particular, late delivery, poor delivery and non-delivery of the respective product. ums therefore refers end customers\/consumers to the brand partner for all complaints or enquiries that originate from the brand partner. The brand partner must process the complaint or enquiry from the end customer\/consumer immediately and, at their request, provide ums with information on the status of the processing without delay.<\/p><\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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      3. Payment<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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      1. The respective remuneration is determined by the service contract with the brand partner and is to be understood as net plus the applicable value added tax. Invoices from ums are due for payment immediately and without deduction. Invoicing by ums takes place monthly in arrears.<\/p><\/li>

      2. ums may refuse to perform its obligations if, after conclusion of the contract, it becomes apparent that its claim to consideration is jeopardised by the contractor’s inability to perform. The right to refuse performance shall not apply if consideration is provided or security is given for it.<\/p><\/li>

      3. The brand partner is only authorised to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship. The right to refuse performance pursuant to Section 320 of the German Civil Code (BGB) remains unaffected.<\/p><\/li>

      4. The brand partner is only entitled to offset if its counterclaims have been legally established or are not disputed by ums.<\/p><\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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        4. Cancellations<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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        1. The brand partner is entitled to cancel the leads provided by us. Contractually agreed discounts per invoice are agreed for this purpose.<\/p><\/li>

        2. The discount payment covers the following reasons for cancellation:<\/p>

          • The end customer\/consumer is already a customer of the brand partner and currently purchases the product.<\/p><\/li>

          • The end customer\/consumer has already received a product from the brand partner in the past six months and is still subject to a waiting period during which no further orders for this product are possible.<\/p><\/li>

          • The end customer\/consumer is blocked by the brand partner, e.g. known as a non-payer.<\/p><\/li>

          • The offer is incomplete or incorrect by post, or the end customer\/consumer proves to be unknown at the address provided (undeliverable).<\/p><\/li>

          • The offer is revoked by the end customer\/consumer within two weeks.<\/p><\/li>

          • Offers from minors and persons without legal capacity.<\/p><\/li><\/ul><\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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            5. Term of the contract<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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            1. The term of the contract is indefinite and begins upon signature of the contract by both parties. The contract may be terminated at any time with three months’ notice.<\/p><\/li>

            2. The right to terminate for good cause remains unaffected.<\/p><\/li>

            3. All notices of termination must be made in writing.<\/p><\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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              6. Release from liability<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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              If one party is held liable by third parties for an action taken by the other party in the course of obtaining the offer or other actions necessary for the execution of the contract, the parties undertake to indemnify each other against all such claims and to compensate for any resulting damage upon first request by the party against which the claim is made. The infringing party shall also bear, upon presentation of evidence, the necessary expenses incurred by the other party for the appropriate, customary and reasonable defence against such claims.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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              7. Liability of ums<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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              1. ums’ liability for damages, regardless of the legal basis, in particular due to impossibility, delay, breach of contract, breach of duties during contract negotiations and tort, is limited in accordance with this Section 7, insofar as fault is relevant in each case.<\/p><\/li>

              2. ums shall not be liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, unless this involves a breach of essential contractual obligations. Material breaches of contract are those breaches of duty which jeopardise the achievement of the purpose of the contract, as well as duties of advice, protection and care which are intended to enable the client to use the contract in accordance with the contract or which are intended to protect the life and limb of the client’s personnel or to protect the client’s property from significant damage.<\/p><\/li>

              3. Insofar as ums is liable for damages in accordance with Section 7 (2), this liability shall be limited to damages that ums foresaw as a possible consequence of a breach of contract at the time the contract was concluded or that ums should have foreseen when exercising due care. Indirect damages and consequential damages shall also only be eligible for compensation if such damages are typically to be expected. The above provisions of this paragraph shall not apply in the event of intentional or grossly negligent conduct on the part of members of the executive bodies or employees of ums.<\/p><\/li>

              4. In the event of liability for simple negligence, ums’s obligation to pay compensation for damages shall be limited to an amount equal to the remuneration agreed for the service provided by ums that caused the damage.<\/p><\/li>

              5. The above exclusions and limitations of liability apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of ums.<\/p><\/li>

              6. The limitations of this Section 7 do not apply to ums’ liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health, or under the Product Liability Act.<\/p><\/li>

              7. The brand partner must ensure that the leads transmitted by ums are correctly transferred to its system. If the brand partner is unable to correctly transfer the data transmitted by ums for technical reasons (e.g., the form of address of the end customer\/consumer), the brand partner waives any recourse claims against ums.<\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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                8. Confidentiality<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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                1. Each party shall exercise the diligence of a prudent businessman in maintaining the confidentiality of confidential documents, information and samples provided to it by the other party. The parties shall ensure that their employees and external advisors are bound to maintain confidentiality, insofar as this is not already the case. If external advisors of a contracting party are subject to a legal or professional duty of confidentiality, they do not need to be separately bound by such an obligation.<\/p><\/li>

                2. Each party shall treat all information disclosed to it by the other party as confidential and shall not make it available to third parties, except in cases permitted by this confidentiality clause. This shall not apply if this information was demonstrably already known to the respective party beforehand or is or becomes generally known without the party being responsible for this, or if the information is disclosed to the party by a third party without a confidentiality obligation, or if it must be disclosed due to a binding official or judicial order or a law.<\/p><\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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                  9. Side agreements, regulatory gaps<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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                  1. Individual agreements expressly made by the parties in individual cases shall take precedence in all cases, provided that they were concluded after the contract was signed. The content of such individual agreements shall be governed by a written contract or, if no such contract exists, by our written confirmation to the fire protection partner. Emails are sufficient to satisfy the written form requirement.<\/p><\/li>

                  2. Insofar as the contract or these General Terms and Conditions of Delivery contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole.<\/p><\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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                    10. Choice of law, place of performance and jurisdiction<\/h3>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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                    1. The place of performance for all mutual obligations, e.g. payment by the brand partner, is Ulm.<\/p><\/li>

                    2. All legal relationships between ums and the brand partner are subject to German law, excluding conflict of laws provisions. The application of the Vienna UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.<\/p><\/li>

                    3. For all current and future claims arising from the relationship between ums and the brand partner, including bills of exchange and cheque claims, Ulm is agreed as the exclusive place of jurisdiction, provided that the brand partner is a registered trader or a legal entity under public law. However, ums is also entitled to sue the brand partner at its place of business.<\/p><\/li><\/ol>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

                      Terms and conditions for our brand partners General Terms and Conditions for Service Contracts with brand partners of userwerk market solutions GmbHEhinger Str. 1989077 Ulm (hereinafter: ums) valid from April 1, 2023 1. Scope These General Terms and Conditions (hereinafter referred to as GTC) of ums apply to entrepreneurs, legal entities under public law, or […]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":7,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-12665","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/www.userwerk.com\/en\/wp-json\/wp\/v2\/pages\/12665","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.userwerk.com\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.userwerk.com\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.userwerk.com\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.userwerk.com\/en\/wp-json\/wp\/v2\/comments?post=12665"}],"version-history":[{"count":48,"href":"https:\/\/www.userwerk.com\/en\/wp-json\/wp\/v2\/pages\/12665\/revisions"}],"predecessor-version":[{"id":12731,"href":"https:\/\/www.userwerk.com\/en\/wp-json\/wp\/v2\/pages\/12665\/revisions\/12731"}],"wp:attachment":[{"href":"https:\/\/www.userwerk.com\/en\/wp-json\/wp\/v2\/media?parent=12665"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}