General Terms and Conditions of Business

Scope & Protective Clause
1. The following General Terms and Conditions of Business, in the version accessible on the website www.furnscout.com, shall apply exclusively to the business relationship between Felix Schatz, FurnScout.com, Holzwarthstrasse 16, 72175 Dornhan, Germany (hereinafter referred to as “FurnScout” or “Provider”) and the user or customer (hereinafter referred to as “User” or “Customer”). The User/Customer may download this document – which is only available in German and English – onto his computer, and/or print and keep it. Within the meaning of the General Terms and Conditions of Business, a User is any person that uses the Provider’s website without registering. Within the meaning of the General Terms and Conditions of Business, a Customer is any person that uses the Provider’s website for commercial purposes, following registration.
2. Divergent terms and conditions of the Customer are rejected unless FurnScout has agreed to application of such in writing. The General Terms and Conditions of Business shall also apply to use of FurnScout’s mobile applications.
3. By registering for www.furnscout.com and the corresponding pages (hereinafter also referred to as “Website”), the User or Customer confirms that he has read these terms and conditions. Customer registration for use of the marketplace is only open to companies. By registering, the Customer attests that he is acting solely as an entrepreneur, and confirms his status as an entrepreneur.
4. The Provider reserves the right to modify the General Terms and Conditions of Business at any time without specifying reasons. Changes to the General Terms and Conditions of Business shall be communicated to the Customer at least one month before they are implemented. If no objection is raised to the new terms and conditions of participation within one month of notification (objection period), or if the Customer continues to access the Website beyond the end of the objection period, the change shall be considered accepted. FurnScout will inform the Customer of such in an e-mail. All offers and bids ongoing at the point at which changes enter into force shall not be affected by the change. In the event of objection, the contractual relationship shall end at the point in time at which the new general terms and conditions of use enter into force.
Subject & Creation of the Contract
1. These General Terms and Conditions of Business govern the creation of the contract for use of the Provider’s marketplace, including all of its functions, offerings, content, and other services, as well as the Provider’s contractual relationship with the Customer.
2. FurnScout runs a marketplace under the domain www.furnscout.com. This marketplace provides an opportunity for manufacturers and buyers (hereinafter also referred to as “Customer”) in the furniture and furnishings sector to make and receive inquiries and orders. Manufacturers and buyers are also able to contact other manufacturers and buyers directly, in order to transfer inquiries and quotations to them.
3. FurnScout shall not become a contractual partner in the order brokered between the manufacturer and a buyer, shall not be involved in the conclusion of contract between the manufacturer and a buyer, and shall not provide any guarantees as regards the properties of the goods and services offered by the manufacturer.
4. The Customer (manufacturer or buyer) shall place his quotations or inquiries on the marketplace page, assign them to the specified categories himself, and take full responsibility for such. Each Customer shall be responsible for investigating the legal conditions of submitting or accepting a quotation or contractually concluding contracts for works or services, and shall meet such obligations independently (e.g. legal notice, data privacy policy, T&Cs, etc.).
Registration
1. Customers can sign up and register using an online registration form. The provided registration form must be completed accurately and in full. The Customer’s registration represents a legally binding offer to conclude a contract for use. The contract between FurnScout and the Customer shall come into being by means of the Provider confirming registration to the Customer.
2. Following registration, acceptance of these General Terms and Conditions of Business, and confirmation from FurnScout, entrepreneurs or legal entities shall become Customers of FurnScout. There shall be no entitlement to a contract with the Provider. Should there be any doubt regarding a person’s status as an entrepreneur, FurnScout reserves the right to request evidence of business registration from the Customer.
3. In the case of registration of a legal entity by an authorized representative that is a natural person, the Provider may request evidence of authority to represent in the form of an excerpt from the commercial register. In the case of registration of a partnership, the Provider may request presentation of the current articles of incorporation.
4. The Customer shall specify his company name and a password for registration in German or English on the online form. The password must be kept secret. There shall be no entitlement to certain customer names or a specific password. The Customer shall not be obligated to accept.
5. Changes to the Customer’s corporate or taxation details must be updated in his account immediately (within two weeks).
6. In the event of justified suspicion that the aforementioned rules were circumvented during registration, the Provider shall be entitled to refuse to confirm the registration. Should such suspicion arise after registration, the Provider shall be entitled to block the Customer’s account.
7. The Provider shall store the contract details and contractual terms and conditions with the Customer in question. The Customer’s account is non-transferrable. Use by third parties is prohibited.
8. The Customer’s page must be designed by the Customer himself following registration and must contain the appropriate details and information.
Usage and Contractual Term
1. Registering with the FurnScout Website is free of charge.
2. Use of the platform shall be free for twelve months from the date of registration if the Customer registers by 06/15/2018. If the Customer registers after 06/15/2018, use shall be free of charge for 14 days from the date of registration. Once the trial period has ended, the Customer will have the opportunity to take out a fee-paying subscription in order to be able to continue using the Website. A trial subscription shall not automatically become a fee-paying subscription. If a fee-paying subscription is not taken out, the Customer’s account shall be deactivated at the end of the trial period.
3. The Customer shall have the following subscription options: Monthly subscription for EUR 30 per month plus sales tax. The notice period for termination is one month to the end of the month.
  
  Annual subscription for EUR 330 per year plus sales tax. The notice period for termination is three months to the end of the annual term of the subscription.
Deactivation of Customer Accounts/Termination
1. The e-mail address, customer name, and contact details stored with FurnScout must be specified when the Customer terminates his contract with FurnScout. Termination shall take effect on the termination date as per the notice period.
2. Notice of termination by the Provider may be sent to the Customer in writing or by e-mail, to the address that the Customer has specified as his current contact details. It is possible to terminate at the end of the contractual term if the notice period is complied with.
3. The Provider reserves all rights to terminate/block customer accounts without observing a notice period. An account may be blocked for the following reasons:Failure to comply with the General Terms and Conditions of Business, use of inaccurate or false information, or other legal violations.
4. Following termination by the Customer, termination by the Provider, or blocking of the Customer’s account, the Provider shall be entitled – but not obligated – to delete the content created by the Customer.
5. The right of extraordinary termination shall not be affected. Alongside the statutory reasons for extraordinary termination, just cause shall be deemed to exist if a Customer fails to pay outstanding fees within the set period despite a reminder, and is in default at the point of termination. The Provider shall be entitled to take preliminary measures in the course of the set period.
Customer Obligations
1. The Customer is granted use of the Website within the scope of the General Terms and Conditions of Business. Customer accounts cannot be transferred to third parties.
2. The Customer shall not be entitled to save the content of the Website by downloading it or in any other manner, or to copy, alter, or deconstruct the content of the Website insofar as such is not permitted by Sections 69 d, e of the German copyright act (Urheberrechtsgesetz).
3. The Customer shall not be entitled to give physical access, access details, or other information and documents to third parties. In particular, he shall not be permitted to sell, lend, rent out, or otherwise sub-license his access for use, or circulate or make the same accessible to the public. The Customer undertakes to protect his access details and other documents from unauthorized third parties. In particular, the Customer shall ensure that the computer system from which he accesses his account always has up-to-date protection against viruses, Trojans, phishing scams, and other similar attacks. Should he have reason to suspect that third parties are accessing, or have otherwise interfered with, his account through his computer system without authorization, the Customer undertakes to inform FurnScout immediately and provide further information on the circumstances. In the event of misuse, FurnScout shall be entitled to block access to content. The Customer shall be liable for any misuse and resulting damage for which he is responsible. The Customer shall indemnify FurnScout for third-party claims arising from his actions.
4. The Customer guarantees that he will not use the services in a manner that will damage, deactivate, overload, or otherwise impair the Provider’s server or associated networks. The Customer undertakes to only access services, accounts, computer systems, and associated networks that form the subject of this contract using the access details provided to him.
5. The Customer confirms that he shall treat any information that he receives as confidential, and protect it from access by third parties. In this context, the Customer shall take appropriate security precautions in the form of firewalls, virus programs, encryption, etc.
6. Should the Customer violate the granted usage rights and General Terms and Conditions of Business, his right of use shall expire with immediate effect, and automatically revert to FurnScout. In such an event, FurnScout shall be entitled to block online access immediately and terminate the contract with immediate effect.
7. The Customer shall be responsible for ensuring that the technical conditions required are in place for proper and trouble-free receipt/usage. This shall essentially concern the hardware and operating system software that he uses. He is hereby expressly informed that he must ensure that he has the technical prerequisites in place before registering/ordering.
8. The Customer undertakes to take the precautions required to protect his system, in particular utilizing the usual browser security settings, implementing regular data back-ups, and using up-to-date protection software to combat computer viruses.
Payment Handling and Terms of Payment
1. The handling of orders and payments for an order brokered on the internet platform shall take place between Customers.
2. The Customer shall pay the monthly or annual fee in advance. One-off fees for placement of advertising shall be billed separately. Fees paid shall not be refunded, e.g. in the event of extraordinary termination.
3. The Customer shall essentially have the following payment options: SEPA direct debit, credit card, or PayPal transfer. Other payment types shall be offered where possible. The invoiced amount must be paid within five days of placement of the invoice in the Customer’s account at the latest.
4. If the Customer has entered credit card or SEPA direct debit as his desired method of payment, the invoiced amount shall be deducted from his credit card or bank account upon placement of the invoice in his customer account. In the event of payment by credit card, the Customer must be the cardholder.
Stipulations for Orders and Quotations
1. Customers’ quotations and content must not violate criminal law, youth protection legislation, data privacy law, copyrights, trademark rights, labelling rights, patent rights, or naming rights of third parties, personal rights, or other rights of third parties.
2. The Customer is prohibited from offering the following goods on the FurnScout platform
  1. Goods arising from criminal acts, services that violate criminal law
  2. Propaganda material stemming from outlawed parties, associations, or groups
  3. Items stemming from anti-constitutional organizations
  4. Forgeries, counterfeit branded products
  5. Content that violates social standards
  6. Images and other files that are protected by copyright, unless the user has obtained a right of use
  7. Items manufactured using child labor
  8. Images or other files that violate company, trademark, or other proprietary rights
3. FurnScout reserves the right to block quotations or orders if they violate the aforementioned principles.
4. The Customer undertakes to comply with the applicable statutory provisions when submitting quotations and inquiries. The Customer shall also observe the laws of foreign states wherever the quotation is aimed at customers in other countries.
5. Customers shall behave respectfully toward other Customers. This includes treating one another fairly.
6. Comments, reviews, messages, and criticism from Customers must be kept factual, and must not be offensive. FurnScout reserves the right to delete reviews that violate the General Terms and Conditions of Business and code of conduct.
7. Technologies that cause damage to the platform, customers, members, or third parties, harass others, or grant the Customer an advantage must not be used. This includes the use of viruses, robots, spiders, scrapers, crawlers, hacking, brute force attacks, etc.
8. URLs may be included in the quotations submitted if they provide more information on what is on offer. The content of the linked pages must be in compliance with applicable laws. Links to partner programs, referral URLs, URLs to fee-paying subscription sites, online stores, etc. are prohibited.
9. Should the Customer violate these General Terms and Conditions of Business, the code of conduct, or other statutory provisions, FurnScout shall be entitled to take the following action:
  1. Should the Customer violate an obligation, he shall, upon request from FurnScout, be obligated to submit a statement within the granted period. In the event of a breach of obligations, FurnScout may impose the following sanctions on the Customer, depending on the severity of such:
  2. Provide the Customer with a warning, with the instruction to cease and desist immediately;
  3. Suspend, block, or terminate individual services or content;
  4. Restrict or limit the Customer’s use of the FurnScout platform;
  5. Block the Customer temporarily or for a set period of time;
  6. Remove the Customer and delete his profile.
10. In the event that services are terminated or a customer account is blocked due to a violation of the General Terms and Conditions of Business, the code of conduct, or the applicable statutory provisions, the Customer shall be liable for the fees due for the services in question at the point of termination by way of compensation. Assertion of a blanket claim for damages shall be without prejudice to proof that no, considerably less, or considerably more damage was suffered.
Usage Rights
1. The Customer shall grant FurnScout the rights to the content that he places on the online platform required for the contract to be implemented. This shall include the right to copy, disseminate, make publicly accessible, or edit the content submitted by the Customer in order to facilitate contractual rendering of its services. This right shall remain in place beyond the end of membership.
2. The Customer shall grant FurnScout the right to use, copy, disseminate, make publicly accessible, edit, send, or publish access to the content that he uses in advertising for the online platform or individual services. FurnScout shall publish quotations or inquiries that are accessible to all Users in a de-personalized manner.
3. The aforementioned usage rights shall be granted to FurnScout for an unlimited time and with an unlimited geographical scope. The usage rights may be transferred and sub-licensed to third parties. FurnScout shall not owe any separate remuneration for such.
Description of Services and Changes to Services
1. The Provider reserves the right to make changes for technical reasons – for instance, for the purposes of update or optimization – as long as this does not alter the fundamental character of the services on offer.
2. The Provider shall be entitled to cease his service with a period of notice of two weeks. In the event that the Provider terminates his service, he shall be entitled – but not obligated – to delete the content created and submitted for the Customer.
3. The Provider undertakes to inform the Customer of any changes in good time.
Review System
1. FurnScout provides a review system whereby Customers have the opportunity to submit reviews for their contractual partners in the course of business.
2. The Customer is therefore in agreement to other Customers having the opportunity to provide a review of him. The review criteria are set by the Provider.
3. The Customer undertakes to provide only true information, and comply with the statutory provisions, in the reviews that he submits. Reviews submitted by Customers must be factual, and not abusive.
4. FurnScout shall not be liable for the accuracy of the content of such reviews. Reviews are not checked by FurnScout, and may be incorrect or misleading.
5. FurnScout reserves the right to delete or modify submitted reviews at any time and at its discretion. Any use of the review system that does not exclusively serve the purpose of providing an honest and factual evaluation is prohibited.
6. FurnScout may make customer names and review profiles, as well as review comments left by Customers for other FurnScout Customers, available to all visitors to www.furnscout.com, including after termination of the contract or blocking by FurnScout.
Disclaimer
1. The Provider shall not be responsible for the survival or solvency of the Customer’s business. The Provider shall not be liable for damage caused by the information included by the Customer in quotations, advertisements, company profiles, or similar.
2. The Provider shall not provide any guarantee for his service, or the services of brokered Customers.
3. Exceptions exist in the event of grossly negligent breaches of obligation by a legal representative or vicarious agent of the Provider.
4. The Provider shall only be liable for the loss of data if such a loss would not have been preventable through daily back-ups by the Customer. Liability for malfunctions and data loss caused by technical issues, interruptions to data transfer, or other impairments and damage for which the Provider is not responsible, is excluded. The Provider shall not be liable for damage caused through interruption to operations or to the portal due to force majeure, riots, war, or acts of God, or as a result of other circumstances outside of his control (e.g. strikes, lock-outs, travel disruption, intervention by authorities at home and abroad). This shall also apply insofar as such instances befall third parties or vicarious agents commissioned by the Provider.
5. The Customer is aware that importing data may lead to errors in the transfer of data and/or in the subsequent display of the data. The Provider shall not be liable insofar as he cannot be accused of culpable conduct.
Warranty/Liability for Defects
1. Customer claims for damages are excluded, unless specified otherwise on the following grounds. This shall also apply to representatives and vicarious agents of the Provider, insofar as the Customer asserts claims for damages against the same.
2. Customer claims for damages based on injury to life, limb or health, or key contractual obligations that must be fulfilled in order to achieve the aim of the contract, are excluded. Equally, this shall not apply to claims for damages following a grossly negligent or deliberate breach of obligation by the Provider, or his legal representative or vicarious agent.
3. In the event of violation of key contractual obligations, the Provider shall only be liable for foreseeable damage that is typical for the form of contract in the event of slight negligence, unless the Provider fraudulently concealed the defect or provided a guarantee for the properties of the service, or unless the claims of the Customer concern injury to life, limb, or health.
4. Statements and explanations regarding the services of FurnScout shall exclusively be considered a description of their characteristics, and not a guarantee or assurance of any specific properties. Statements on the subject of services shall only represent guarantees or assurances in the legal sense if they are made in writing, and are expressly labeled “guarantee” or “assurance”.
5. A defect shall be deemed to exist if the Provider’s services do not have the contractual properties, and therefore suitability for contractual use is lost or diminished. A minor restriction of suitability shall not be considered. The Customer shall inform FurnScout of any defects, malfunctions, or damage immediately.
6. FurnScout shall remedy defects within a reasonable period of receiving a written, clear description of the defects from the Customer.
7. The Customer’s right to terminate due to failure to grant use shall only exist if the defect is not remedied within a reasonable period, or if remedying of such is deemed to have failed.
8. The Provider fully excludes any liability for damage of any kind, whether it be direct, indirect, or subsequent damage, resulting from use of or access to the Website or links to third-party webpages. In addition, there shall be no liability for manipulation of the Customer’s EDP system by third parties.
Data Protection
1. The Provider shall collect, store, and process data in conjunction with the initiation, conclusion, implementation, and rescission of a contract on the basis of these General Terms and Conditions of Business. This shall take place within the scope of the statutory provisions. The data privacy policy can be viewed here or on the Website www.furnscout.com.
Availability
1. The Provider cannot guarantee permanent availability of the www.furnscout.com Website.
2. Maintenance of the internet platform may have a negative impact on accessibility. Where possible, maintenance measures shall be implemented sparingly and following notification. Regular or plannable maintenance work shall be carried out at times when usage is lowest, and shall be announced in advance if it will be of significant duration. Unannounced maintenance measures may also be required, for example in the event of unforeseeable interruptions (e.g. attacks, viruses).
Links to Other Webpages
1. Insofar as the www.furnscout.com Website contains references or links to the webpages of third parties, the Provider shall not assume any guarantee or liability for the accuracy or completeness of the content, or the data security of such webpages. Because the Provider does not have any influence on compliance with data privacy provisions by third parties, the data privacy policies of third parties must be checked separately.
Copyright
1. FurnScout is the owner of all intellectual property rights, particularly trademark rights, copyrights, and ancillary copyrights, concerning its webpages and the documents sent within the scope of the contract. These works, including all of their components, are protected by copyright. Any use outside of the limits of copyright law and without written consent from FurnScout is prohibited and punishable. This shall particularly apply to copying, translation, and input into any electronic media, as well as associated presentation to third parties.
2. Any copying or dissemination of documents in whole or in part shall require written consent from FurnScout. Linking to one of FurnScout’s webpages shall require written consent.
3. No element of the Website shall grant the Customer licensing or usage rights to images, registered trademarks, logos, or other rights. Downloading or copying of the Website or its elements shall not lead to transfer or justification of any rights with regard to the elements on the Website.
4. Customers shall be solely liable for images, text, articles, route planners, and maps that they provide and that are inserted by the Provider. This shall also apply to images and text that have to be cut, added to, shortened, or modified for placement on the www.furnscout.com Website, as long as the Customer does not object to publication within one week.
5. If a claim is asserted against the Provider by a third party, the Customer shall indemnify the Provider.
Content, Transfer of Usage Rights and Licenses
1. The Customer guarantees that the content and articles that he presents to customers or members on the marketplace are free from third-party rights. Further, the Customer shall ensure that he has the appropriate entitlement to use and grant corresponding rights as the holder of said rights (photographers, designers, pictured persons, copywriters, brand owners, etc.).
2. The Customer shall be responsible for the legality of saving and keeping customer data. He guarantees that he has the rights required for continued storage and/or repeated use, and shall prompt the deletion of data as soon as the rights have expired or it transpires that such do not exist, or do not exist in the required scope.
3. The Customer shall grant FurnScout a usage right for use, copying, presentation, display, and dissemination of all provided materials within the legally permissible scope, free of charge, non-exclusively, without restriction in time or location, and in a transferrable manner for the term of the contract and beyond. Should the Customer’s right end, or should it transpire that such did not exist at any time, he shall inform the Provider immediately.
Indemnification
1. The Customer shall indemnify FurnScout for all claims of third parties asserted against FurnScout due to a violation or rights or obligations by the Customer, unless the Customer is not responsible for said breach of obligation. This shall particularly include illegal or contractually uncompliant submission of articles, reviews, or forum posts. Reasonable costs of legal defense (in particular, attorneys’ fees) demonstrably incurred by FurnScout as a result of the Customer’s conduct must also be reimbursed. The Customer undertakes to inform FurnScout of the assertion of claims against him due to the operation of the store or use of the marketplace immediately.
Cookies
1. FurnScout sometimes uses “cookies” to make the Customer’s access quicker and more individual. The Customer may set his browser in such a way that he is informed of the placement of cookies, or that use of cookies is prevented.
2. FurnScout highlights that the Customer’s activities on the Website shall be registered, and analyzed for the purposes of security, marketing, system monitoring, etc.
Assumption of Contract by Third Parties
1. FurnScout shall be entitled to assign its rights and obligations under the contract for use to a third party in full or in part, with a period of notice of four weeks. In this event, the Customer shall be entitled to terminate the contract for use within three weeks of receiving the notification, with a period of notice of 4 working days.
Google Analytics
1. The Website www.furnscout.com uses Google Analytics, a web analytics service provided by Google Inc. ("Google"). Google Analytics uses "cookies", which are text files placed on a user’s computer to facilitate analysis of his use of the Website. The information generated by the cookie about the user’s use of this Website (including his IP address) will be transmitted to a Google server, and stored there. Google will use this information for the purpose of evaluating use of the Website, compiling reports on website activity for the Website’s operators, and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google's behalf. It is possible to prevent the installation of cookies by selecting the appropriate browser settings; however, doing so may mean that the user is not able to use the full functionality of the www.furnscout.com Website. By using this Website, you consent to the processing of the data collected by Google.You can prevent collection of your data by Google Analytics by installing a deactivation add-on.
Facebook Plug-ins and Other Social Network Operators
1. The Provider may use plug-ins from the social network Facebook, 1601 South California Avenue, Palo Alto, CA 94304, USA, and other social networks. You can identify the plug-ins by the relevant logo or “Like” button. When a user visits the Provider’s Website, the plug-in will create a direct link between the user’s browser and the social network operator’s server. This will inform the network operator which IP address the user visited the Website from. The network operator may be able to associate the user’s visit to the Website with the user’s account. FurnScout would like to highlight that it is not informed of the content of transmitted data, or its use by Facebook. Further information can be found in Facebook’s data privacy policy at http://de-de.facebook.com/policy.php.
Language, Place of Jurisdiction, Applicable Law, and Small Business Owners
1. The contract will be written in German or English. Further implementation of the contractual relationship shall be in German or English. The laws of the Federal Republic of Germany shall apply exclusively. In the event of disputes with Customers that are not consumers, legal entities under public law, or special assets under public law, the place of jurisdiction shall be the Provider’s place of business.
Version of the General Terms and Conditions of Business

Dornhan, October 17, 2016