Preamble
Spreat turns physical stores into marketplaces: brands offer their products through the Spreat platform in participating stores, and the stores sell them on site in the name of the respective brand. Spreat GmbH (hereinafter “Spreat”) provides the platform for this - the login area, the Brandpool, the till system (“Spreatkasse”) and the settlement through a payment service provider.
§ 1 Scope
(1) These general terms and conditions (hereinafter “Terms”) apply to all contracts on the use of the Spreat platform and to all further services Spreat provides to stores and brands (jointly “users”).
(2) These Terms apply exclusively. Terms and conditions of the users do not apply, even if Spreat does not expressly object to them or performs without reservation in the knowledge of conflicting terms. Diverging agreements require confirmation by Spreat in text form.
(3) Separate conditions may apply in addition for individual services; in the event of a conflict they take precedence over these Terms.
§ 2 Roles and definitions
(1) A “store” is a business that offers products of brands on its premises and sells them through the platform in the name of the respective brand.
(2) A “brand” is a business that offers its products for sale to stores through the platform.
(3) A “customer” is anyone who acquires a product in a store. The contract of sale comes into existence exclusively between the customer and the brand; the store acts as an intermediary mandated by the brand, and Spreat is not a party to the contract of sale.
(4) The “platform” means the digital services provided by Spreat, in particular the login area, the Brandpool and the Spreatkasse.
§ 3 Registration and conclusion of contract
(1) Registering on the platform is a binding offer by the user to conclude a usage contract. The contract comes into existence upon confirmation by Spreat in text form or upon activation of the user account. There is no entitlement to conclusion.
(2) The user warrants that they are an entrepreneur within the meaning of § 14 BGB (German Civil Code) and act in their own name. Consumers within the meaning of § 13 BGB are excluded from concluding a contract.
(3) The user is obliged to keep their details - in particular registered office, invoicing address, tax numbers and contact details - up to date and to notify changes without delay.
(4) Access credentials are to be treated as confidential and protected against access by third parties. If there is a suspicion that third parties have obtained knowledge of access credentials, Spreat is to be informed without delay.
§ 4 Services provided by Spreat
(1) Spreat provides the platform and develops it continuously. The functional scope applicable at any given time follows from the service description in the login area or at the time the contract is concluded.
(2) Spreat may make hardware available to stores, in particular the Spreatkasse and card payment terminals. § 12 governs the details.
(3) Spreat may change or discontinue free services at any time; there is no entitlement to their continuation.
(4) Information on the website - in particular sample calculations and terms - are non-binding guide values and not an offer within the meaning of § 145 BGB.
§ 5 Listing and offering products
(1) The brand may list products on the platform and offer them to stores for listing. A listing only comes into existence once the respective store approves it.
(2) Only products may be offered that do not infringe statutory provisions, official orders, third-party rights or public morals, that match the stated description, that the brand may freely dispose of, and that satisfy the applicable labelling and information duties. Excluded are in particular: weapons, weapon parts and ammunition, pharmacy-only medicines, counterfeits and forgeries, gambling and pyramid-scheme offerings, and propaganda material.
(3) The brand lists its products with a gross end price. Stated availabilities must correspond to the actual ones.
(4) The brand alone is responsible for determining and paying the taxes and duties arising on its products.
(5) The brand is liable for the accuracy of its information and indemnifies Spreat against third-party claims based on inaccurate information or unlawful content, including the reasonable costs of legal defence.
§ 6 Commission between brand and store
(1) For each product and store, the brand records a sales commission that it offers the store for every sale. Brand and store agree the amount freely; Spreat does not set it.
(2) The commission falls due upon the sale and is settled through the payment service provider, as a rule by retention from the brand's payout amount.
§ 7 Fees and payment terms
(1) The fees and charges shown at the time the contract is concluded or in the login area apply to the use of the platform.
(2) Fees fall due when the service begins, unless shown otherwise. Invoices are transmitted electronically to the email address on file. Platform fees per sale arise upon the sale and are, where possible, collected directly through the payment service provider or deducted from the payout amount; otherwise they are invoiced separately.
(3) In the event of late payment, the statutory default interest for payment claims between businesses applies (§ 288 (2) BGB). Spreat may suspend services until outstanding claims are settled; § 18 remains unaffected.
(4) The user may only set off against undisputed claims or claims established with final legal effect.
(5) Spreat announces fee adjustments in text form at least six weeks before they take effect and explains the reason. If the adjustment puts the user in a worse position, they may terminate the contract extraordinarily as of the date it takes effect; Spreat points this out in the announcement.
§ 8 Payment processing
(1) Payments are processed through one or more external payment service providers. Payment services are provided exclusively by the respective payment service provider; the basis is the framework agreement concluded between the user and the payment service provider, whose terms are accepted during registration.
(2) Payouts are made in bundles at regular intervals to the account held on file with the payment service provider; different rhythms may be agreed.
(3) Customers must not be asked to make payments bypassing the platform; all sales through the platform are to be settled via the payment routes provided.
(4) Chargebacks, refunds and the negative balances arising from them, as well as fees charged for these by the payment service provider, are borne by the user whose sale underlies them. Spreat is entitled to offset corresponding amounts against the user's payout claims or to retain them from future payouts; where they exceed the payout claims, the user settles the shortfall on request.
(5) No products or services may be offered that the payment service provider excludes from processing under its terms. Information on the data processing by the payment service provider is contained in its privacy policy.
§ 9 Obligations of the store
(1) The store accepts delivered goods, checks them on receipt for damage and deviations, and records goods receipt, damage and deviations in the login area.
(2) The store handles the products stored with it with care and stores them dry and at usual temperatures. The brand communicates special storage requirements before the listing; the store observes them. From acceptance of the goods, the store is liable for damage to the products stored with it for which it is responsible. Expiry of shelf lives, usual quality losses and production defects remain the brand's risk.
(3) The store places the products so that they are clearly visible and offers them for sale. There is no minimum term. If the store ends the offering, it returns unsold products to the brand at its own cost.
(4) The store settles all sales, returns and exchanges through the platform and records them there. Where age limits apply to products, the store ensures that they are observed at the point of sale.
(5) The store is mandated by the brand to handle sales and returns in the brand's name. The store handles returns of products that were purchased in another store of the platform network, provided that it offers the same product.
§ 10 Obligations of the brand
(1) The brand delivers the quantities agreed with the store to the store at its own cost; planned deliveries are recorded in the login area.
(2) The brand answers enquiries about its products and handles complaints on its own responsibility and in the customer's interest; the customers' statutory rights against the brand remain unaffected.
(3) The brand regularly collects returns that are no longer saleable, or bears the costs of returning them. It may reclaim unsold products at any time; it bears the costs of that collection itself. The return of unsold products under § 9 (3) is at the store's cost.
(4) The brand records the legal information required for the sale - in particular legal notice, privacy information and, where applicable, consumer information - in the login area and keeps it up to date.
§ 11 Documents
(1) To simplify settlement, Spreat creates documents automatically: in the name of the brand towards the customer (invoices and corrections) and in the name of the store towards the brand for the sales commission - in each case on the basis of the details on file.
(2) The users check the documents created for accuracy and point out errors to Spreat without delay. Spreat gives no warranty for the substantive accuracy of documents created on the basis of the users' details.
(3) Every user archives the documents concerning them in a legally compliant manner themselves; Spreat does not carry out archiving in line with the GoBD (the German principles for the proper keeping of books and records in electronic form). A download function is available in the login area for export.
§ 12 Hardware provided
(1) Hardware provided by Spreat - in particular the Spreatkasse and card payment terminals - remains the property of Spreat or of the respective owner and is to be returned at the end of the contract, unless agreed otherwise. A stated fee may be agreed for the provision.
(2) Spreat may exchange or update hardware it has provided. If the store culpably damages the hardware, it reimburses the replacement costs.
(3) Spreat may reclaim hardware it has provided if no sales have been settled through the platform on that hardware for four months and the store, when asked, does not intend to use it further.
§ 13 Content and grant of rights
(1) The user warrants that they hold all necessary rights to the content they provide (texts, photos, graphics, trade marks) and grants Spreat the non-exclusive rights of use required to operate the platform.
(2) For promoting the platform and the user's offering - for instance in the Brandpool, on the website or on social networks - the user grants Spreat a non-exclusive, free-of-charge right to use the content provided. The user may object to this use for the future in text form.
(3) Spreat may suspend or refuse the publication of content if it infringes laws, official orders or these Terms, if there is reasonable suspicion of such an infringement, or if publication is unreasonable for Spreat on substantive or technical grounds. Spreat notifies the user of this without delay in text form or in the login area and gives them the opportunity to comment and to remedy the matter.
§ 14 Presentation and ranking in the Brandpool
(1) The order in which brands and products are presented in the Brandpool and in search results on the platform is determined principally by: the match with the search query or the filters selected, the completeness and quality of the profile, and the availability of the products.
(2) There is no paid influence on the order. If Spreat introduces paid placements, they will be marked as such and the principles in paragraph 1 supplemented accordingly.
§ 15 Availability and warranty
(1) Spreat provides its services according to the technical standard usual at the time. Uninterrupted availability of the platform cannot be guaranteed according to the state of the art; announced maintenance windows and short interruptions on technical grounds remain reserved.
(2) Defects within the meaning of the warranty are reproducible errors whose cause lies in Spreat's service. The user reports defects without delay and gives Spreat the opportunity to remedy them within a reasonable period. If remedy fails repeatedly, the user may reduce the remuneration appropriately or - in the case of substantial defects - terminate the contract extraordinarily.
(3) Spreat gives no warranty for disruptions caused by unsuitable hardware or software of the user, by third-party communication networks or by force majeure, nor for any particular economic success, in particular specific sales figures or visitor frequencies.
(4) Warranty claims become time-barred twelve months after the statutory start of the limitation period; this does not apply in the cases of § 17 (1) and (2).
§ 16 Pilot projects and beta features
(1) Features marked as a beta version or provided as part of a pilot project are not yet fully developed and may contain errors. They are provided without any assurance of a particular quality; there is no entitlement to their continuation.
(2) The user reports errors and anomalies they notice while using such features. § 17 remains unaffected.
§ 17 Liability
(1) Spreat is liable without limitation in cases of intent, gross negligence and the absence of a guaranteed quality.
(2) In cases of simple negligence, Spreat is liable without limitation for injury to life, body and health. Otherwise, in cases of simple negligence Spreat is liable only for the breach of material contractual obligations - that is, obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the user may regularly rely -, limited to the foreseeable damage typical for this type of contract.
(3) Within the scope of paragraph 2, sentence 2, liability for indirect damage, lost profit and the loss of data is excluded, in so far as restoring the data would have been possible with reasonable effort given proper data backup.
(4) Liability under the German Product Liability Act and under other mandatory statutory provisions remains unaffected. The above provisions also apply for the benefit of Spreat's legal representatives and vicarious agents.
(5) Spreat is not liable for the performance of the contracts concluded between brand and customer or between brand and store, nor for services of the payment service provider or of other third parties whose services the user uses through connections to the platform.
(6) In cases of force majeure - in particular official measures, failures of communication networks or of third-party inputs for which Spreat is not responsible - Spreat is released from its obligation to perform for the duration of the event.
§ 18 Term, termination, suspension
(1) The usage contract runs for an indefinite period. The user may terminate it at any time in the login area or in text form. Spreat may terminate it in text form giving 30 days' notice; the termination is given with reasons.
(2) The right to extraordinary termination for good cause remains unaffected. For Spreat, good cause exists in particular where the user repeatedly or seriously breaches these Terms, offers impermissible products or content, is in default of payment with not insignificant amounts, or where insolvency proceedings are opened over their assets or rejected for lack of assets.
(3) Instead of terminating, Spreat may suspend the use of the platform in whole or in part where there are concrete indications of a breach of these Terms or of statutory provisions. The suspension is notified to the user in text form, stating the reasons; the user is given the opportunity to comment. Once the reasons cease to apply, use is reactivated without delay.
(4) At the end of the contract, the store returns hardware provided (§ 12) and brand and store coordinate the return of goods still stored; § 9 (3) and § 10 (3) apply accordingly. Fee claims that have already arisen remain unaffected by the termination.
§ 19 Changes to these Terms
(1) Spreat may adapt these Terms with effect for the future in so far as this is necessary to adapt to legal or technical developments or concerns newly introduced services, and provided the adaptation does not materially change the structure of the contract to the user's detriment.
(2) Spreat announces changes in text form at least six weeks before they take effect. If the change puts the user in a worse position, they may terminate the contract free of charge before it takes effect; Spreat points this out in the announcement. If the user continues to use the platform after the change has taken effect, the changes become part of the contract.
§ 20 Data access, data protection and confidentiality
(1) In the login area, every user has access to the data they provide themselves and to the data arising from their sales through the platform - in particular to their sales, commission and settlement data as well as the documents concerning them (export function, § 11 (3)). Spreat has access to this data in so far as this is necessary for the operation, settlement and further development of the platform. Spreat passes transaction-related data on to other users only in so far as it concerns their joint transactions; apart from that, there is no disclosure to third parties outside the performance of the contract.
(2) After the end of the contract, Spreat makes the settlement data and documents concerning the user available to them on request in a common format, for as long as Spreat still holds them.
(3) Information on the processing of personal data by Spreat is contained in the privacy policy.
(4) A user processes data of other users and of customers obtained through the platform exclusively for settling the sales and does not pass it on to third parties without authorisation. Every user complies with data protection provisions when using the platform.
(5) The parties treat as confidential any information about the other party's business that is not publicly known and that becomes known in the course of the cooperation.
§ 21 Final provisions
(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg, provided the user is a merchant, a legal person under public law or a special fund under public law.
(3) Amendments and supplements to this contract require text form; this also applies to any amendment of this text form requirement.
(4) The assignment of claims under this contract to third parties requires Spreat's prior consent in text form; § 354a HGB (German Commercial Code) remains unaffected.
(5) These Terms are drawn up in the German language. Where Spreat provides translations, they serve information purposes only - the German version alone is authoritative.
(6) Should individual provisions of these Terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.
Separate conditions: Brandpool
These conditions apply in addition to the Terms above (§ 1 (3)) to the use of the Brandpool, Spreat's brand catalogue.
(1) The Brandpool shows brand profiles, products and the commissions recorded. Spreat determines to what extent the catalogue can be viewed without registering. There is no entitlement to completeness, permanent currency or uninterrupted availability of the catalogue.
(2) The brand maintains its profile in the login area; § 5 and § 13 apply to the content, § 14 applies to the order of presentation.
(3) The content of the Brandpool may be used exclusively to obtain information about the platform's offering. Systematic extraction (scraping), reproduction of the catalogue or of substantial parts of it, and building competing data collections from it are prohibited.
Separate conditions: login area and Spreatkasse
These conditions apply in addition to the Terms above (§ 1 (3)) to the use of the Spreat software - the login area and the Spreatkasse. They are updated as the software is built out further; changes run through § 19.
(1) For the term of the contract, the user receives a non-exclusive, non-transferable right to use the software for their own business purposes within the framework of these Terms. Sub-licensing is excluded; decompilation and modification of the software are permitted only within the limits of §§ 69d, 69e UrhG (German Copyright Act).
(2) The functional scope follows from the service description (§ 4). Spreat develops the software continuously; updates may change or add functions in so far as the purpose of the contract is preserved, and are deployed without separate announcement.
(3) User accounts belong to the user's business. The user ensures that only authorised persons obtain access; § 3 (4) applies accordingly.
(4) The Spreatkasse is provided set up and is used exclusively for sales through the platform. Interference with its hardware or software is prohibited; § 12 applies otherwise.
(5) § 15 applies to availability and maintenance windows, § 20 (1) and (2) apply to data access and export. Regularly backing up exportable data and documents is the user's responsibility (§ 11 (3)).