BidX General Terms and Conditions
1. Area of application, relevant version
1.1. The following General Terms and Conditions (hereinafter "GTC") govern the contractual relationship between BidX GmbH, Dolivostraße 35, 64293 Darmstadt, Germany (hereinafter "BidX") and the respective persons who wish to use the offer made under the domain www.bidx-tool.com (hereinafter "website") to automatically control their advertising measures on the amazon platform (operated by Amazon Europe Core S.à.r.l. (Société à responsabilité limitée), hereinafter "amazon") (hereinafter "customer").
1.3. The version of the GTC valid at the time of conclusion of the contract is decisive.
2. Subject of the contract, scope of service
2.1. By making its software solution (so-called Software as a Service, SaaS) available on the website for a limited period of time, BidX offers the customer the possibility of designing, managing and evaluating advertising measures on the amazon platform (hereinafter "services"). The scope of services results from the service description in the version valid at the conclusion of the contract.
2.2. BidX offers the evaluation of the customer's advertising measures on the amazon platform on the basis of his/her data. The customer is responsible for the completeness, accuracy, legality, timeliness, quality and suitability of the data, content, parameters and information (hereinafter "parameters") posted by him/her. BidX does not check the parameters specified by the customer for completeness, accuracy, legality, timeliness, quality and suitability for a specific purpose or the contractually agreed purpose.
2.3. The scope of use of the services can be chosen by the customer within the framework of various subscriptions and results from the service description in the version valid at the time of conclusion of the contract.
2.4. BidX is entitled to make changes to the content or functionalities (e.g. by patches, updates or modifications) of the services which are reasonable in consideration of the interests of the customer. BidX is also entitled to have parts or all of its services provided by third parties, in particular subcontractors.
2.5. The customer can test the services free of charge for 14 days after successful registration in accordance with 3.2. Subsequently, the use of the services will be blocked for the customer, unless he concludes a paid subscription in accordance with Section 3.3.
3. Registration and its preconditions, conclusion of the contract
3.2. In the registration form, each customer shall enter a valid e-mail address and create a password. By submitting the completed registration form using the "Register" button, the customer creates a user account (hereinafter referred to as "account") and submits his/her offer to conclude the contract for the use of the website. If BidX accepts this offer by sending a confirmation e-mail and the customer subsequently confirms his/her registration by selecting the hyperlink listed in the confirmation e-mail (double opt-in), a contract for the use of the website is concluded between the customer and BidX (hereinafter "user contract"). A registration that the customer does not confirm within one week by clicking on the activation link can be deleted by BidX.
3.3. Within the first 14 days after successful registration in accordance with Section 3.2, the Customer may use the services free of charge (hereinafter referred to as the "trial period"). At the end of the trial period, the customer may only use the services within the framework of a chargeable contract (hereinafter "subscription"). The legally binding conclusion of a contract for the conclusion of a subscription takes place as follows:
- a. The presentation of the subscriptions on the website does not constitute a legally binding offer, but a non-binding invitation to submit an offer (invitatio ad offerendum).
- b. The contract can only be concluded using the form provided on the website (hereinafter "order form"). To conclude the subscription, the customer completes the order form completely.
- c. The customer confirms his/her choice by clicking on the button “Continue”.
- d. The customer has the opportunity to check and correct his/her data. To this end, BidX shall provide the customer with appropriate, effective and accessible technical means with the aid of which the customer can identify and correct input errors before the binding submission of his/her order form.
- e. Before the binding submission of the order form, the customer can return to the subpage on which his/her details are recorded and correct input errors or cancel the order process by closing the Internet browser by pressing the "Back" button in the order form after checking his/her details.
- f. The customer sends the order bindingly by clicking the button "Purchase now". The sending of the order represents an offer to conclude a subscription.
- g. The receipt of the offer will be immediately confirmed by BidX by means of an acknowledgement of receipt.
- h. Acceptance of the offer by BidX is effected by declaration of acceptance in text form or activation of the services for the customer.
3.4. Registration and conclusion of a subscription is only permitted for natural and legal persons with unlimited legal capacity and only in their own name and for their own account. Registration and conclusion of contracts for legal persons is only permitted for persons acting as legal representatives or other beneficiaries of the respective legal person or on their behalf and will. Customers must either be 18 years of age at the time of registration and conclusion of the contract or their legal representatives must have agreed to the registration and conclusion of the contract.
3.5. Each customer shall only register once. Each individual customer shall create an individual account. An account is not transferable.
3.6. There is no right to conclude a user contract or a subscription. BidX reserves the right to refuse the registration and the conclusion of a subscription without giving reasons.
3.7. The data requested during registration and within the framework of the conclusion of a subscription shall be provided completely and truthfully. If the data changes subsequently, the customer is obliged to update the information immediately. Upon BidX's request, the customer shall confirm the data.
4. Prices and method of payment
4.1. Subscriptions to use the services are subject to a fee. For the prices of the services, the pricing table for the monthly or annual remuneration (hereinafter referred to as "remuneration") currently valid at the time the contract is concluded shall apply. However, the customer may be charged by third parties for costs in connection with the use of the services (e.g. for the use of telecommunications networks); BidX has no influence on such costs.
4.2. The remuneration owed by the customer is due for payment in advance at the beginning of the booking period (monthly or annually).
4.3. The remuneration owed by the customer can only be paid using the payment methods supported by BidX. The supported payment methods are listed on the website. BidX reserves the right to exclude individual payment methods selected by customers if there are reasonable grounds to fear a return debit or cancellation of the payment or insufficient coverage of the bank account to be debited.
4.4. If the customer chooses "credit card" as payment method, an amount equal to the booked fee will be blocked, i.e. deducted from the withdrawal limit of the means of payment without the amount being transferred to BidX. If the subscription does not come into being or expires or if BidX is not or no longer entitled to remuneration, the blocked amount will be released again.
4.5. All prices are exclusive of the statutory value-added tax.
5.1. The customer is obliged to keep the login data, passwords, etc. secret and not to pass on his/her access data to unauthorized third parties and to log out after each session. Declarations and actions that are made or committed after a login with the customer's password and e-mail address may be attributable to the customer even if he has no knowledge of them. An attribution takes place in particular if the customer intentionally or negligently provides third parties (including family members) with access to the password or the account. The customer must inform BidX immediately as soon as he/she becomes aware that the access data are accessible and known to unauthorized third parties.
5.2. In the case of a justified suspicion that access data became known to unauthorized third parties, BidX is entitled but not obliged, for security reasons, to change the access data independently without prior notice or to block the use of the account at its own discretion. BidX shall inform the customer of this without delay and shall provide new access data on request within a reasonable period of time. The customer has no right to demand that the original access data be restored.
6. Granting usage rights
6.1. BidX grants the customer the locally unlimited, revocable, non-exclusive, non-sublicensable and non-transferable right to use the services for the sole purpose of using the services to the extent and in accordance with these GTC for the duration of the subscription. The property rights and copyrights to the website and the services remain exclusively with BidX.
6.2. The customer grants BidX the simple, spatially, temporally and content unlimited right of use to all contents (e.g. logos, pictures, videos, texts) (hereinafter "customer contents") posted by him/her on the website and contained within the scope of the Amazon-ID (hereinafter "license"). In particular, this includes the right of reproduction, use, operation, copying, public presentation or display, distribution, modification, translation and creation of derived versions of distribution as well as the right of editing. In particular, BidX is entitled to process, prepare and adapt the customer content technically in such a way that it can also be displayed on mobile receiving devices or in services and software applications of third parties.
6.3. The license shall be terminated, once a customer deletes his/her customer content or account.
6.4. The customer guarantees that he/she is the owner of the transferred rights and that it is possible for him/her to effectively grant the license in Section 6.2. The customer also guarantees that the customer content does not infringe any rights of third parties, in particular no trademark, competition, copyright, property or personal rights.
7.1. BidX guarantees 98% accessibility of services on a quarterly basis. Downtimes that are not based on a breach of duty by BidX, such as attacks on BidX systems by third parties, hardware failures through no fault of BidX or cases of force majeure, as well as related unscheduled maintenance work are not taken into account. The possibilities of use may be restricted or temporarily interrupted by maintenance work, further development or malfunctions. This can lead to data loss under certain circumstances
7.2. Plannable maintenance work takes place regularly between 10 pm and 6 am and is announced to the customer at least 3 days in advance by e-mail. Plannable maintenance work will affect the availability of the services for a maximum of 10 hours during a calendar month
7.3. BidX provides the services only on the website. Errors or disturbances outside BidX's sphere of influence, such as the functionality of the API of the amazon.de platform or the provision of the correct parameters by the Customer are not subject to BidX's obligation to perform. In the event of errors or disruptions outside BidX's sphere of influence, the customer shall remain obliged to pay the corresponding remuneration.
7.4. The customer is responsible for creating, maintaining, operating and, if necessary, updating a sufficiently dimensioned hardware and software environment for the use of the services. The customer can view the necessary conditions for using the services at any time here .
8. Term and termination of the user contract and subscription
8.1. The user contract can be terminated by the customer at any time without notice, subject to the following sentence. If the customer has concluded a subscription before the cancellation of the user contract, the cancellation will not take effect until the subscription has been completely carried out, cancelled or terminated in any other way. In the event of termination, the account will be maintained for as long as is necessary for the processing of completed subscriptions.
8.2. The user contract can be terminated by BidX, subject to the following sentence, at any time with a notice period of 14 days to the end of the month. If the customer has concluded a subscription before the cancellation of the user contract, the cancellation will not take effect until the subscription has been completely carried out, cancelled or terminated in any other way. In the event of termination, the account will be maintained for as long as is necessary for the processing of completed subscriptions.
8.3. The customer can choose between a monthly and an annual subscription period.
- a. In the case of a monthly subscription, the subscription begins with the conclusion of the subscription and is concluded for a period of one month. It is extended by a further month in each case if it is not terminated before the beginning of the next contract month.
- b. In the case of the annual subscription period, the subscription begins with the conclusion of the subscription and is concluded for a period of 12 months. It is extended for a further 12 months in each case if it is not terminated before the beginning of the next contract year.
8.4. Notwithstanding the above provision, BidX may terminate the subscription without notice if the customer is in default for two consecutive months with the payment of the remuneration or a not inconsiderable part of the remuneration or, in a period of more than two months, with the payment of the remuneration in the amount of an amount which reaches the remuneration for two months..
8.5. The right to terminate without notice for cause remains unaffected.
8.6. An e-mail to email@example.com or any other message in text form to BidX is sufficient for the notice of termination. Alternatively, the cancellation can also be made via the customer's account
9. Execution of the termination
The personal data provided by the customer and the account will be deleted by BidX upon termination of the user contract; in the event of termination by BidX, the customer will have the option of viewing and, if necessary, backing up his stored data for at least 2 weeks. If BidX is entitled not to delete data for legal or other reasons, BidX may alternatively also block it; if this authorization is omitted, the data will be deleted by BidX.
10. Liability limitation
10.1. Subject to the further provisions of this Clause 10, BidX shall only be liable if and to the extent that BidX, its legal representatives, executives, employees or other vicarious agents are charged with intent or gross negligence. In the event of BidX's default in payment or the impossibility of performance for which BidX is responsible, and in the event of a breach of material contractual obligations (so-called cardinal obligations), BidX shall, however, be liable for any culpable conduct of its own or that of its legal representatives, executives, employees or other vicarious agents. Essential contractual obligations are defined abstractly as those obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.
10.2. Except in case of willful intent or gross negligence on behalf of BidX, its statutory representatives, executive staff, employees or other vicarious agents, liability shall be limited to such damages foreseeable at the time of conclusion of the contract.
10.3. The limitations of liability contained in Article 10.1 and 10.2 shall not apply in case BidX has assumed an explicit representation/guarantee as well as in case of any claims due to lack of warranted characteristics and any damage resulting from any injury to life, limb or health. With respect to any default of BidX the limitations of liability contained in Article 10.2 shall not apply to any claims for default interest, the default lump sum pursuant to Sec. 288 Abs. 5 of the German Civil Code (BGB) and any legal costs incurred due to default.
10.4. Claims under the Product Liability Act shall remain unaffected by the provisions of this Clause 10.
11.1. Unless expressly agreed otherwise, the statutory warranty law shall apply.
11.2. The no-fault statutory liability for defects is expressly excluded by BidX, with the exception of the provision in Section 10, in the area of tenancy law and similar usage relationships for errors already existing at the time of conclusion of the contract (§ 536a Para.1 Alt. 1 BGB).
12. Online Dispute Resolution
BidX hereby reminds the customer of the online dispute resolution (ODR) page of the European Commission with the following link: https://ec.europa.eu/consumers/odr/
BidX is not responsible for the contents of this site or the possibility of conducting the complaint procedure via this site.
13. Assignment of claims
13.1. The customer is only entitled to assign claims arising from or in connection with the business relationship with BidX with the prior written consent of BidX; § 354a HGB remains unaffected.
13.2. Unless otherwise agreed in individual cases, neither party shall be entitled to offset claims of another party under this agreement or to assert a right of retention with regard to an obligation arising from the business relationship, unless the claims of the respective party asserting a right to offset or retention are ready for decision and undisputed or have been recognized by the other party or have been established by a final decision of a competent court or arbitration court; this restriction shall not apply to synallagmatic, i.e. mutually interdependent claims.
14. Language, contract text, applicable law, exclusion of foreign terms and conditions, place of jurisdiction
14.1. The contract language is German. In the event that the texts of these GTC provided by BidX are interpreted differently in German and English, the German version shall prevail.
14.2. The contract text of the user contract as well as the contract texts of the subscriptions and the other contract texts are only accessible to the customer on the website in the current version. However, the respective contract text is sent to the customer by e-mail and can thus be saved or printed out by the customer.
14.3. These GTC and the user contract regulated therein as well as the subscriptions regulated therein are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
14.4. The validity of the customer's general terms and conditions of contract or business is expressly excluded. This also applies if BidX has not expressly objected to the customer's conditions and/or provides services without contradiction.
14.5. If the customer is a merchant within the meaning of commercial law, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all legal disputes arising from or in connection with the GTC shall be the registered office of BidX. In all other respects, the statutory places of jurisdiction shall apply.
14.6. The place of performance for companies within the meaning of § 14 (1) BGB is the registered office of BidX
15. Amendments to the GTC
15.1. Changes to these GTC must be made in text form. There are no ancillary agreements
15.2. BidX reserves the right to change these GTC at any time without giving reasons, unless the change is unreasonable for the customer. BidX will inform the customer immediately by e-mail about changes to the GTC. If the customer does not object to the validity of the amended GTC within a period of four weeks after receipt of the amended GTC, the amended GTC shall be deemed accepted by the customer. BidX will inform the customer separately of the deadline and its significance in the e-mail announcing the changes.
15.3. If any provision of these GTC is invalid, the remaining provisions shall remain unaffected. The ineffective provision shall be deemed replaced by a provision that comes as close as possible in a legally effective manner to the sense and purpose of the ineffective provision. The same applies to possible loopholes in the regulations.
Last updated: May 2019