Terms

General terms and conditions for the use of Visimatch.com

Status: 29.11.2020

1.     Explanation of terms

2.     General, validity of the GTC

3.     Registration

4.     Functional description (explanation)

5.     Responsibility for the selection of the contractor

6.     Posting offers and data on the platform

7.     Use of distribution groups

8.     Third party services

9.     Prerequisite for the use

10.       Permitted use

11.       suspension of use

12.       Usage failure

13.       Privacy

14.       Intellectual property

15.       changes of the services as well as the GTC

16.       Remuneration

17.       Invoicing & Terms of Payment

18.       Cancellation conditions

19.       Termination for cause

20.       Liability

21.       Declaration on third-party claims, indemnification

22.       Written form regulation

23.       Statement on anti-corruption

24.       Other

25.       Final provisions

1.     Explanation of terms

a)   "T&C" means these terms and conditions.

b)   "Operator" is the designation for VisiTrans GmbH as the company operating the Website.

c)    "Persons responsible for the system" refers to all persons authorized by the operator to operate the website or parts thereof. The group of persons is not limited to employees of the operator itself.

d)   "Website" is the name for the Visimatch.com platform, which is accessible at the Internet addresses: visimatch.com; visimatch.de; visitrans.de of the Operator.

e)   "Software" describes all software necessary for the use and operation of all Function, whether downloaded, provided on data carriers or available via the Internet.

f)     "Updates" refer to additions, updates, changes to the offer, the website as well as the software. The Operator has the right to perform updates at any time, the changes and effects of which are also fully subject to these Terms and Conditions.

g)   "Service" means the services, features, infrastructure, cloud applications and software provided by the Operator, as well as any changes; additions and updates (Updates) to the same.

h)   "Enhanced Service" means all Third Party Components associated with the Offering, their networks, websites, databases, product offerings, applications, information systems, integrated or integrable enabled and optional enabled services, features, products, service, associated internet sites, their services and connected services.

i)     "Service Provider" is the name for a company that operates a service connected to the Website. This includes, for example, the map service provider 'Here (Here.com)', and the payment service provider Mangopay.

j)     "Contractual Partner" is the designation for the company, corporation, organization or legal entity that is to be regarded as the Contractual Partner according to registration. Insofar as responsibility for actions or responsibility is assigned to the Contractual Partner according to these GTC, the corresponding persons acting responsibly are meant.

k)    "User" is the term used for natural persons who, unless identical, are appointed by the Contractual Partner as its representative and are authorized to use the Platform, access its account and perform all actions, transactions and agreements, including to the detriment of its credit.

l)     "Account" is the designation for all user accounts created by the contracting party for the contracting party or on the contracting party's behalf on the platform and identifiable by unique e-mail addresses, insofar as they are also used for connected third-party services.

m)  "User Data": means all data, records and documents submitted to the Operator through the Website, by mail or e-mail or in any other form, as far as they are related to the use of the Website and its Offers and the Extended Offers.

n)   "Case" uniformly refers to the various transportation, capacity and equipment offerings on the Site, such as export lead times, import lead times, depot containers, rail capacity and others. Extensions to these are also described with the term Case or, when referring to several of them, with "Cases".

o)   "Wallet" means the account set up by the Contracting Party for the processing of payments on the Platform and usable by disposal of the Contracting Party with the payment service provider selected by the Platform.

2.     General, validity of the GTC

The website represents a B2B offer solely for companies from the logistics sector, but not for their customers [shippers]. Persons acting on the platform (users) must belong to a company in the logistics sector (contractual partner) in the form of an agency or employment relationship. If this is not the case, use is prohibited.

These Terms and Conditions are agreed upon with the registration as a contract between VisiTrans GmbH, represented by the Managing Director Jan Lüersen, Nordstraße 17 in 31675 Bückeburg in Germany, registered at the Local Court Stadthagen, HRB 201569 and the Contractual Partner.

Any use of the Website, Services, Extended Services and Offers is subject to these Terms and Conditions. The Website may only be used by persons who fully accept these Terms and Conditions.

Deviating general terms and conditions of the contractual partner are not recognized unless the operator expressly agrees to their validity in writing. By registering for the website, the contractual partner and the user agree to the validity of these GTC.

The website, its services, extended services and offers are provided via the Internet under various Internet addresses (e.g. www.visimatch.com.de; www.visi-match.de) as well as under further variations thereof, alias and subdomains, as well as mobile applications, web services, background applications and connected to third-party systems. Certain functionalities and additional options may not be automatically available on all connected services and applications of the website. They may need to be enabled, authorized or switched on.

With regard to the use of individual applications, services and offers of the Operator or extended services of connected third party systems, additional terms and conditions and principles of use may apply in addition to the General Terms and Conditions of Use. In the event of a conflict, the additional terms and conditions shall take precedence over those of the General Terms and Conditions, unless this is expressly excluded or otherwise regulated in the additional terms and conditions.

The agreement to the terms and conditions is done by ticking and confirming (send) during registration.

Basis of the terms and conditions is always and exclusively German law. If these terms and conditions are changed or a change is obtained via a judicial decision on them, these must be made in conformity with German law.

3.     Registration

Registration takes place online.

Users of the website must be fully fit to do business in the country in which the contracting party is based. For this purpose, they must be of the minimum age applicable in each case.

Registration on the website represents an offer to conclude a contract by the user. The conclusion of the contract takes place through the acceptance on the part of the operator.

The user must be authorized to act in the name of and on behalf of the contracting party represented by him/her and to incur costs, as well as to post data in the possession and/or property of the contracting party on the website. This requires effective authorization of the user by the company he/she represents prior to registration.

By completing a registration, the operator may assume that this authorization is available to the user in a legally binding form. No registration may be made on the website without this basis.

The operator and its employees are not obligated to check the authorization of a user, but they are allowed to ask the contract partner for proof of authorization without giving reasons or to demand written proof. The mere suspicion of the operator or a person responsible for the system of a missing authorization entitles the operator to block the access of a user immediately until proof in the form required by the operator or the person responsible for the system has been provided, without the operator being able to be charged with any damage whatsoever as a result. In case of suspicion, the blocking is not limited to a specific user. Without an authorization the use of the website is prohibited.

The operator is generally not obliged to accept a registration and the associated offer of the user to conclude a contract or to continue an already concluded contractual agreement of a user. In particular, this does not apply if there are or arise doubts as to the proper conduct and actions of a user among business people.

The operator reserves the right to block registrations if there is suspicion or evidence that the registration may not be legal or in accordance with the terms and conditions. The operator is not obliged to check these points, this is the responsibility of the applicant. This also applies to the admissibility of this regulation.

All information requested during registration must be entered truthfully and completely. The correctness of the entered data is a basic requirement for smoothly functioning processes of all parties involved. Changes are to be updated immediately by the user.

Each user may have only one user account. The e-mail address of the user used for registration shall generally be that of a natural person. The use of group and distribution addresses is not permitted for registration. An e-mail address can only be used for the registration of a user account. If, in exceptional cases, a role e-mail address is used for registration which can be used by several persons, the contracting party shall ensure that the platform is only used via this e-mail address by the group of persons expressly authorized by it to do so. The contracting party shall be solely liable for the misuse of the account associated with this e-mail address and the processing of the orders agreed via the user account in accordance with the agreement.

Registration is completed only after successful verification of the user account by the operator. Only then is access to Visimatch.com basically possible. Security aspects may require a new verification at any time.

The website (Visimatch.com) is a so-called B2B service (Business to Business). It is therefore offered by the operator in principle only for traders and companies. The registration and thus the admissibility of the use of Visimatch.com is further restricted to tradesmen and companies whose predominant business purpose and orientation can be assigned to at least one of the company groupings displayed upon registration. By registering, the user is compulsorily classified into one of the company groupings, according to the predominant business purpose of the contracting party.

If it may be assumed that this assignment is predominantly incorrect, the operator has in principle the right, but not the obligation, to block the user's access to Visimatch.com immediately and without giving reasons. A possible liability of the user remains unaffected by this.

The user may neither leave his access data to third parties nor make them accessible.

The Operator's employees will not ask the User for his/her password at any time. The user is advised to change his password regularly and not to use the same password for other services and applications.

Violations can lead to the blocking or deletion of the user account by the operator.

The operator reserves the right to delete incomplete, incorrect or simply unidentifiable registrations. Insofar as a registration is made with a generic e-mail extension (googlemail.com, t-online.de, ...), the operator may demand evidence that makes it credible that the applicant is a person from a professional and accepted business field of logistics.

Insofar as a user has a user account with administrator rights on the website, the user is able to make advanced settings and use functions, as well as change the status of other colleagues. For example, a user with these rights can invite colleagues from the same company to register and also grant them administrator rights. In this case, an administrator may invite only those persons who are allowed to use the functions of the service on behalf of and for the account of the contracting party. If an administrator grants administrator rights to another person, his actions must be authorized. The authorization must already be given at the time of the invitation.

Users/persons who do not have an actual authorization to use the website together with all services are prohibited from any use of the website.

4.     Functional description (explanation)

The operator provides contract partners and users from the transport and logistics sector with a platform for placing transport orders, offering available capacities and organizing approval processes, in particular for shipping companies.

Registered users can network with users from other branches of the same contractor or users from other contractors with the aim of displaying orders and capacities to each other.

The matchboard integrated in the platform calculates fully automatically optimized transport combinations within the framework of the networking specified by the user on the basis of the information on transport requirements and capacities available at the time of the call and suggests these to the user.

Manually searched or automatically suggested orders and capacities can be negotiated by users via the platform.

To participate in negotiations and to apply for shipowner authorizations (drop-off / pick-up change / direct turn requests, etc.), the Contractual Partner requires a digital wallet (account), which can be set up for this purpose by the Contractual Partner with a payment service provider commissioned by the Operator.

In order to conclude a negotiation successfully, it must be ensured that the user has sufficient funds in his digital wallet to cover at least the platform fee incurred for the respective transaction. In the event of success, the fee is collected by the operator from the credit balance in the wallet in the amount shown, and an invoice is issued for this.

The same applies in the event that shipowner approval processes are used. Additional fees may be charged by the respective shipowner, which will be shown on the platform before the order is placed and, if successful, will be collected from the user account against the shipowner's invoice.

The Operator has the right to technically edit User content so that it can be displayed on other applications or mobile devices. The content can also be accessed via Visimatch.com services from other countries.

This service description does not claim to be complete and also does not guarantee that a named function is available. The processes described are also subject to change and permanent further development, without this necessarily being reflected here in the description in a timely manner. The user must inform himself about the current status before acting.

5.     Responsibility for the selection of the contractor

The operator itself does not offer any means of transport and does not request any capacities. It acts exclusively as an intermediary between users or the contractual partners represented by them.

The users themselves decide whether and from which contractual partner they accept offers. The operator does not become a contractual partner of the contracts concluded exclusively between the users or the contractual partners associated with them, nor does it act as a representative or vicarious agent of the contractual parties.

Users must, in the event of a successful agreement on the conclusion of an order between the contracting parties represented by them via the platform, check the suitability of the contracting party in the same way as it would be the case if the offer had been obtained without the operator. The operator excludes any liability for the selection and the suitability for itself.

6.     Posting offers and data on the platform

For the placement and thus the display of offers and data on the platform, sufficient consent of all involved contractual partners must be available. The extent to which this is to be secured is the responsibility of the contractual partner. A check on the part of the operator in this regard does not take place.

In the case of the automatic placement of offers, for example via interfaces, the responsibility lies with the responsible person or persons of the contractual partner, unless another person has been named. In case of doubt, this is the management.

Users themselves are responsible for saving and archiving information stored by and on Visimatch.com, which they need for record keeping, preservation of evidence or other purposes, on a storage medium independent of Visimatch.com.

The user shall ensure that the data posted or uploaded by him is always free of harmful content. For this purpose the user has to take appropriate measures, e.g. to activate current anti-virus software on his systems. The User is not allowed to use other data formats than those specified by Visimatch.com in connection with Visimatch.com.

If a user discovers that data or information is incorrect, he can report this to the operator. The operator is not forced to act because of this. When publishing data, Visimatch.com has no obligation to prevent users from posting the data.

7.     Use of distribution groups

Each user can create one or more distribution groups for the dissemination of information posted on the platform beyond the users already networked with him/her for his/her own use or also for the use of his/her colleagues (of the same or other contractual partners), change, reduce, add to or delete them at any time.

A distribution group is a list of e-mail addresses as well as names and common forms of address. Only e-mail addresses used professionally and linked to a company may be included in the distribution group. The company, in turn, must be one with predominantly logistical business objectives. A distribution group can be freely designated by the user.

When uploading data and also when changing the status of the visibility of data, the names of the distribution groups are displayed. By activating or deactivating, the visibility of one or more data sets can be defined or redefined.

The user himself has to ensure sufficiently legally that the owners of the e-mail addresses registered by him expressly agree to be registered in such a distribution list at Visimatch.com and therefore to receive e-mails. Without such consent the User may not register an address with Visimatch.com. The existence of such consent is neither checked nor required by the operator or the platform. The responsibility and also, if applicable, liabilities for this remain with the user. In this respect, the User indemnifies the Operator upon first request from any claims of third parties and official fines as well as possible costs of the necessary legal defense including all court and reasonable attorney's fees as well as official fines.

If the user enters e-mail addresses in his distribution lists, the platform checks whether they are already registered on visimatch.com or not.

To each e-mail address not yet registered with visimatch.com, Visimatch.com automatically sends a message with an invitation to register (link) and a reference to specific offers posted by the user. Each such message contains the contact details of the contact person or parts of it from his application (registration). Every user agrees to this procedure without any restrictions.

To already registered e-mail addresses visimatch.com sends an e-mail with concrete references to uploaded offers of the user at appropriate events. At the same time, the data is made visible to registered users (within the framework of the e-mail distribution list specified by the user or the networking preset via the platform) on cards and the synergetic technical reaction with the user's data in the matchboard is made possible.

8.     Third party services

Each Advanced Service on the Website, whether activated or requiring Contractors or Users to register to activate use, is subject to the terms and conditions of the applicable service provider. Use of the enhanced services requires that contractors and users of the website accept the separate terms and conditions of the enhanced services. Changes to the terms and conditions of the Enhanced Services and their effects must be accepted in order to continue to be eligible to use them. If a contractor or user does not accept modified terms of an extended service, its use must be discontinued. If an extended service of the website is discontinued by the operator itself, this shall not affect this contract.

With the registration or activation of a service of a third party provider, contractual partners and users allow the forwarding of their data, insofar as this is necessary for the use of the offer of the third party provider. This is also permitted in the case where there would have been a separate possibility for the user to enter, for example, his company, address and account data himself or in a different way. The permission for this practice is permanent.

Like the Website itself, Extended Services may only be used in accordance with their intended purpose in connection with the Website's services. Any use that deviates from or is detrimental to the purpose of the Website is prohibited.

In relation to the extended services, the operator is not liable in principle. In particular, he is not liable for promises, services, properties, direct and/or indirect losses, availability, results, interaction, communication as well as their contents, services or the handling of your data and general data, as well as the loss of data. Contractual partners and users waive comprehensively and irrevocably all claims against the operator of the website and its acting persons related to the extended services.

The Contractual Partner and the User accept that the Operator does not itself provide the contact persons and support for the Extended Services and therefore refers the User to the relevant offices of the Extended Service.

9.     Prerequisite for the use

The basic requirement for the use is the connection to the website via a stable, permanent and high performance fast internet connection. Establishing the connection in the necessary and secure quality, as well as ensuring its maintenance, is the responsibility of the Contractual Partner. The operator has no part in it and does not bear any share of the costs.

The Contractual Partner shall be responsible for always using the current version of the browser software used to use the Website and all related services, without this being the only requirement to be met. The browser system used must support the respective current protocols, in particular the current SSL protocols, as well as be able to perform the correct display of the platform.

The contractual partner and the users themselves must keep themselves informed about innovations, notices and risks relating to the protocols, systems, browsers and software, etc. that they use and must always act promptly in accordance with the required security. The operator has no obligation to inform about risks, innovations or improvements to, for example, browsers, server and telecommunication systems, protocols or other systems used by the contractual partner or the users.

The contracting party or its users themselves are responsible for checking all data and information transmitted to them and their users by the website and the connected services, in particular with regard to their suitability, completeness and correctness.

The use of the website via mobile devices is required before registering via the demo variant on www.visimatch.com to test. The display and usability of the website cannot be guaranteed by the operator for all end devices.

The operator is in no case liable for damages resulting from connection problems or their uncertainty.

10.       Permitted use

Prerequisite for the use of Visimatch.com is a corresponding authorization of each User by his Contractual Partner, which is legally and in terms of duration sufficient. The authorization must be such that all ongoing processes and negotiations of the user on the website can always still be completed by the user himself.

If the user loses the authorization to use the website or parts thereof in any way whatsoever, e.g. by leaving the contracting party, the user is obliged to complete all outstanding processes himself/herself as soon as possible or to inform all persons and parties concerned in a timely manner so that they are able to complete all processes satisfactorily without access to his/her user account.

The use is only allowed to the registered users highly personally. Each user must identify himself with a unique user name and a password known only to himself for each use. This data may not be stored, transferred or made accessible to third parties in the browser or in other places. Each user is responsible for the permanently confidential handling of his login data. The user has to inform the operator immediately if he has reason to worry that a third party has gained knowledge of his login data or that login data is being used in an unauthorized manner or that this is likely.

The right to use the Website and its services, for which the Contractor and the Users have registered, implies compliance with these Terms and Conditions and, where applicable, those of the Third Party Providers and acceptance of all the implications.

11.       suspension of use

The Operator has the right to suspend the access to the Website and connected services to any User of a Contractual Partner at its own discretion:

a)   Immediately, when it comes to uploading changes to protect security interests of the operator, even if they could not be announced beforehand (unpredictable downtime).

b)   With advance notice when scheduled updates are uploaded, new services are connected and for maintenance. As far as possible, the operator will endeavor not to perform such activities during peak usage hours (scheduled downtime).

The above points do not claim to be complete. The operator cannot be held responsible for any damage of any kind resulting from actions taken in accordance with the above points. Liability is excluded in this respect.

The operator has the right to restrict or even interrupt access to the service of the website and/or the extended service if capacity limits are reached or maintenance or improvement work or the preservation of security and integrity of the website require this.

The operator will inform the users about scheduled downtimes in advance in order to give the users the opportunity to adjust to them. The limitation of liability of these GTC remain in effect.

12.       Usage failure

The Operator cannot completely exclude the possibility of failures of the Website, its extended services or parts thereof, due to circumstances beyond its reasonable control, for example as a result of force majeure, terrorist actions, riots, disasters, technical failures or government actions. In the event of an attack on the servers of the Website or an extended service, the security systems of the Website may limit or interrupt the availability of the Website. The Operator is not liable in case of loss of use of the Website and/or the Extended Services.

The Contractual Partner and each User acknowledge that the Operator does not guarantee the timely or uninterrupted availability of the Website and/or its extended services. Despite efforts to avoid this, the Operator cannot guarantee that the Website is error-free and free of viruses or malware.

13.  data protection

The User agrees that the Operator and service providers providing third party services on the Platform have the right to access the User's account and use, modify, reproduce, distribute, display and disclose the data to the extent necessary for the provision of the respective service, including but not limited to responding to the User's support requests.

All third party services integrated by the Operator on the Platform will have access to the User's account and its data only as much as is reasonably necessary to provide the service. The Operator may also access and disclose information about the User, his/her account, including all data, in order to

1. Comply with applicable laws or regulations or respond to lawful requests or legal process.

2. protect the right or property of the Operator or its customers or partners, including enforcement of these Terms or other policies related to the Service.

The Operator collects certain information about the User, as well as about the devices, computers used and the use of the Platform, in compliance with the relevant provisions of data protection law. The Operator uses, discloses and protects this information as described in the Privacy Policy, which is available at the following address: https://www.visimatch.com/?page_id=235 .

14.       Intellectual property

The rights granted to the Contractor and the User under these Terms to use this Service, do not give them any additional rights to the Service or any related intellectual property. All rights, title and interest in and to the Service, and all hardware, software and other components used to provide the Service, including all related intellectual property rights, shall remain with and belong exclusively to the Operator. This applies in consideration of the limited rights to access and use the Service explicitly regulated in these Terms.

The Contractual Partner grants the Operator a non-exclusive, transferable, sub-licensable and worldwide license to host, use, distribute, modify, perform, copy, publicly perform or display, translate and create derivative works of the content (offers, data) uploaded to the Website by Users associated with the Operator for the purpose of providing its service. To the same extent, the Operator is entitled to use suggestions, improvement requests, recommendations or other feedback from the Users.

All product and service names and logos (collectively referred to herein and in the following as "Marks") used or disclosed on the Service are registered or unregistered trademarks of VisiTrans GmbH or affiliated companies. Subject to the proviso that you do not now or in the future seek to claim any rights in the Marks, disparage the uniqueness of the Marks, or use the Marks to disparage or misrepresent the Operator, its services or products, you are permitted to use such Marks solely to identify yourself as a User.

15.       changes of the services as well as the GTC

The operator reserves the right to adapt and change services and / or these GTC in a reasonable manner, without giving reasons. Changes may become necessary for the following reasons, for example:

• due to changes in the legal situation

• because rulings force the operator to adapt

• to close security gaps

• for technical or procedural reasons

• to stop behavior that is detrimental to the portal and its goals.

Changes in services and changes to the GTC will be communicated to the Contractual Partner by the Operator in text form (e.g. by e-mail) to the registered e-mail address 30 days before the proposed date of entry into force. In the message with which the changes are communicated, the Operator shall also specifically point out to the Contractual Partner once again the right to object, the deadline for doing so and the possibility to terminate the contract. The amended GTC shall additionally be published on the Operator's Website.

If the Contractual Partner does not object in text form within 30 days after notification of the proposed effective date in the case of simple notification, the respective notified changes shall be deemed accepted. If the Service continues to be used by the Contractual Partner after such a change has come into force, this may be regarded by the Operator as consent to the change.

If the Contractual Partner does not agree with the changes, further use of Visimatch.com is no longer permitted after the changes come into effect. The Contractual Partner has the right to terminate the contractual relationship in text form with a notice period of 14 days to the notified date of the entry into force of the changes. The further use of Visimatch.com after the effective date is considered by the operator as consent to the changes, which cancels a possible objection of the user against them.

The contractual partner's right of termination pursuant to Section 19 shall remain unaffected by any changes to the services or the GTC pursuant to this provision.

16.       Remuneration

Provisions on remuneration, its due dates, and terms of payment of Visimatch.com and, if applicable, other related services of third parties, can be found in the current price list on the website. (Link) The Operator can change the amount of remuneration according to the following conditions:

Insofar as the scope of services of the website is expanded more than insignificantly, the operator is entitled to increase the prices appropriately, namely in proportion to the expansion that has occurred. A price increase is also justified if the price increase corresponds to the increase in costs incurred by the operator for the provision of the website, in particular the necessary costs for the maintenance, servicing and further development of the technical and personnel infrastructure used for the provision of services or the necessary costs for the licensing of third-party works, even taking into account any cost savings that may have occurred.

The increase shall take effect at the beginning of the month after next after receipt of the change notification by the contract partner in text form. The contract partner shall be entitled to terminate the contract in text form within a period of 14 days from the date on which the price increase takes effect. If the contract partner does not make use of this right and if this legal consequence has been pointed out to the contract partner in the notification of the price increase, the contract shall be continued at the changed prices. The contractual partner's right to terminate the contract pursuant to Section 19 shall remain unaffected by a price increase pursuant to this provision.

17.       Invoicing & Terms of Payment

The costs, fees and remunerations incurred for the use of a chargeable service of the platform or a connected service (e.g. shipowner approval process) are listed in the price list. They become due immediately when they are incurred.

Some services can only be used with the appropriate credit. Invoices and payment reminders are provided electronically only (e.g., by e-mail or on the user account). Invoices are, at the operator's option, usually issued monthly and in euros (€). The operator is free to adjust the billing interval individually.

Deviating currencies for the management of the account and billing of the services can be agreed individually between the operator and the contractual partner. There is no entitlement to settlement in a specific currency.

The Contractual Partner may settle the invoices by means of the payment methods offered by the Operator, or upload a credit balance. If a collection is not possible, the contract partner bears all resulting costs such as bank and comparable fees. This applies to the extent that the user is responsible for triggering the costs. The payment periods can also be taken from the current price list.

Costs of dunning procedures shall be borne by the contractual partner associated with the user, insofar as the latter is responsible for them.

Registration itself is free of charge. The service is used on the basis of a pay-per-use (PPU) system. In the case of services that require a credit balance, the designated minimum credit balance must be paid into the account of the Contractual Partner before each use of the service.

When using a chargeable service of the platform or a connected service (e.g. shipowner approval process), the account of the contracting party is immediately debited by the operator with the agreed fee and the credit balance is reduced accordingly. Correspondingly, a receipt is generated irrespective of the frequency of invoicing, so that each individual debit can be clearly traced at any time in terms of reason and amount.

If a currency conversion is required, the conversion shall be performed by the Operator at the rates prevailing on the transaction date plus a conversion premium published on the Operator's website. The conversion premium is calculated as a percentage of the amount to be converted; in addition, a certain minimum amount per transaction may be charged. If necessary, the Operator shall charge the statutory sales tax. The Contractual Partner shall receive a statement of account for the conversion, the conversion premium and any taxes at the time of payment.

Balances of the Contractual Partner on his account can be paid out upon request. A withdrawal may be requested once every 60 days. The amount intended for disbursement is reserved on the account and is no longer available to cover costs of further transactions even under negotiation.

Payment shall be made by bank transfer to the account designated by the Contractual Partner in the repayment application within up to 60 days from the date of the complete repayment application in the currency agreed with the Contractual Partner, less an administrative fee for the Operator plus statutory VAT, if applicable. The Contractual Partner shall receive a statement of the payment, the retained fee and any taxes at the time of payment.

Unless otherwise stated, the fees of the Platform and any affiliated service providers stated in the price lists or on the invoices do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes, that may be imposed by any local, state, regional or foreign jurisdiction (collectively referred to herein and below as "Taxes").

If required by law, the contractor is responsible for the declaration and payment of applicable taxes on the services. Taxes levied by the operator based on its income are excluded.

If the operator of the platform or an affiliated third party service is legally obliged to do so, corresponding taxes and duties will be charged to the contracting party and deducted from the contracting party's account together with the fees for the service used. The Contractual Partner agrees to this and declares its willingness to pay these invoiced taxes.

The Contractual Partner undertakes to disclose to the Operator all information necessary for the proper assessment of the tax circumstances. In the event of any changes, the Contractual Partner shall notify the Operator thereof without delay. If it turns out afterwards that the information was incorrect, the Contractual Partner undertakes to pay any taxes determined afterwards. The same shall apply if the tax authorities subsequently change their assessment of the tax liability of transactions. In this case, the operator and the contractual partner will work together to ensure that the tax consequences are offset, if necessary by changing/reissuing documents.

18.       Cancellation conditions

The operator as well as the contractual partner can terminate this contract at any time in accordance with these GTC by e-mail and the agreed way for notifications. All users of a contractual partner are affected by a termination and must therefore be informed in advance. The information is the responsibility of the contracting party, but the operator is not prohibited from informing the affected users.

The termination shall become effective immediately upon proper completion of all outstanding transactions of the user. Without being limited to the processes now mentioned, the following things are to be duly concluded or taken into account by the contractual partner and its users (employees):

• From the moment of termination, no further data, offers or anything else may be uploaded to the website.

• No more negotiations, applications or communications with other parties may be started on the website by the Contractual Partner and its users.

• No more processes, which are liable to pay costs to the operator, may be started.

• Ongoing negotiations and communications with all parties shall be brought to an end in accordance with the principles of ordinary businessmen. This applies to all users of the terminating contractual partner.

• All offers uploaded to Cases by the Contractual Partner or its users (employees) shall be deleted.

If you terminate the use of the website or the extended services, then the operator has the right to immediately delete all negotiations, processes and data related to the terminating party, to the extent permitted by law. If there is a legal time limit for keeping the data, the data may be deleted by the Operator upon expiration of the time limit. Once deleted, data cannot be restored.

The user account will be deleted by the operator promptly thereafter.

19.       Termination for cause

The contracting party and the operator have the right to terminate the contractual relationship for cause at any time without notice. Good cause for extraordinary termination exists if the continuation of the contractual relationship until the expiry of the statutory notice period is unreasonable for the terminating party, taking into account all circumstances of the individual case and weighing the interests of both parties. For the operator such an important reason exists in principle, if the registration of a user is used abusively according to the terms and conditions or in principle contrary to the intention of the service. The use of Visimatch.com requires that all parties behave like ordinary businessmen.

Further important reasons for an extraordinary termination by the operator are in particular, but not conclusively, the following events/actions:

•    Disregard of legal requirements by the contractual partner or the user

•    Violation of contractual obligations by the contractual partner or the user

•    Violation of the terms and conditions of the operator

•    Commercial dishonesty

•    Damage to other contractual partners by the contractual partner or the user

In the event of one of the aforementioned important reasons, the Operator may also impose the following sanctions on the Contractual Partner/User, irrespective of termination in accordance with this Clause 20:

(a) Deletion of content posted by the user;

(b) permanently blocking the user account or individual third-party services; or

(c) Issuance of a warning.

The Operator shall not be liable to the Contractual Partner or other third parties for any damage resulting from or arising from such modification, suspension or termination of a user account, access to the Website and/or a third party service and/or removal or blocking of the data provided/uploaded by the User. There is no claim for restoration of the blocked user account after a user has been finally blocked.

Any suspicion of fraudulent, abusive or illegal activity by the contractor/user may be reported to law enforcement authorities at the discretion of the operator.

20.  Liability

The Operator provides only the servers, the website (platform) together with the extended services with the servers and network components, for the exchange of data and information.

The operator does not provide any guarantee or warranty for the correctness, the availability, as well as for the suitability for the purpose, the quality, the security or the legality of the offers posted by users or interfaces and the associated data. The Operator cannot technically verify the actual identity of the Users and therefore assumes no liability for the accuracy of the stated identity of the Users.

The operator is not involved in any form in contracts concluded between users, or contractual partners associated with them, and is therefore not a contractual party. The components, conditions and scope of offers and contract details are to be explained by the involved parties independently before each contract is concluded.

The operator is also not liable for non-fulfillment of legal transactions and agreements of any kind by users, or companies associated with them, among themselves. These are solely responsible for such contracts and agreements. The Operator does not assume any liability for such contracts, claims, damages and failures resulting, for example, from non-performance, regardless of the party.

The operator is liable without limitation for damages resulting from injury to life, body or health caused by a breach of duty by the operator, a legal representative or vicarious agent of the operator, as well as for damages caused by the absence of a guaranteed quality or in the event of fraudulent conduct by the operator. Furthermore, the operator is liable without limitation for damages caused by the operator or one of its legal representatives or vicarious agents intentionally or through gross negligence.

In the event of a breach of material contractual obligations caused by slight negligence, the operator's liability shall be limited to the amount of damage typically foreseeable under the contract. Essential contractual obligations are abstractly such obligations, the fulfillment of which enables the proper execution of a contract in the first place and on the compliance with which the contracting parties may regularly rely. In all other respects, liability on the part of the operator is excluded.

To the extent that the liability of the operator is limited or excluded, it is also excluded or limited in favor of the personal liability of its legal representatives, executive employees and simple vicarious agents.

21.       Declaration on third-party claims, indemnification

The contracting party shall indemnify the operator upon first request against all claims of third parties against the operator, insofar as they are connected with

a)   With a violation of these GTC, regardless of whether this was done by the contracting party or one or more users (employees).

b)   With actions of the Contractual Partner or those of one or more of its users (employees) on the Website and/or the Extended Services.

c)    With actions for which the contractual partner is responsible according to these GTC.

The indemnification by the contractual partner also includes the costs of the necessary legal defense of the operator, including all court and attorney fees in the statutory amount. This shall not apply if the contractual partner is not responsible for the infringement.

In the event of a claim by a third party, the contract partner is obliged to provide the operator immediately, truthfully and completely with all information necessary for the defense and examination of the claims.

22.       Written form regulation

Notifications must be made in writing. This also applies to the waiver of the written form. With regard to the ways in which letters can be delivered to obtain an effectiveness applies:

a)          Unless otherwise provided for in these GTC, the Operator has the right to send letters by post to the address of the Contractual Partner and/or to the respective professionally used e-mail addresses and/or those specified during registration. The Operator is free to choose the way of delivery. Each form is thereby also alone an effective and valid delivery.

b)          In order to be effective, the Contractual Partner must send its notifications by mail to the address of the Operator specified above in the GTC.

c)           A notice sent by e-mail shall be deemed delivered and effective immediately upon sending, regardless of when and whether it is read. A notice delivered by mail shall be deemed to have been delivered as of the date of delivery.

23.       Statement on anti-corruption

The Contractual Partner declares that it and its employees (users) comply with all national and international laws and regulations that apply to the use of the website and its extended services, and ensures that these are also complied with by all companies affiliated with the Contractual Partner, including laws and regulations relating to export control, terrorism, and those relating to anti-money laundering, as well as those of the UK Bribery Act of 2010, and those of the US Foreign Corrupt Practices Act.

The contractual partner declares that it will counteract any form of bribery and corruption and that the legal provisions to this effect will be complied with. This includes, but is not limited to, offering, promising, granting, accepting or soliciting a personal benefit in return for an unlawful or ethically unacceptable act, the breach of a fiduciary duty or any other unlawful act or the rewarding of a person, a company or an official body for such an act, in particular criminal acts within the meaning of Sections 298, 299, 333, 334 of the German Criminal Code (StGB). Personal benefits include all types of gifts, loans, honoraria, rewards or other incentives (taxes, services, donations, etc.).

The aforementioned obligation also applies to all employees of the contracting party, i.e. in particular to members of the board of directors, managing directors, executives, employees or all other persons acting on behalf of a company.

The contractor also agrees to comply with all occupational health and safety, environmental, privacy, wage rates, hours and conditions of employment, discrimination and privacy provisions.

24.       Other

These GTC are the only contractual agreement between the operator and the contractual partner regarding the subject of the contract. It replaces, if necessary, previous verbal agreements and written communications with concessions of any kind.

If a party waives the enforcement of its right under these GTC or the notification of an infringement under these GTC, it shall not forfeit the right to do so differently in future cases, unless the parties agree otherwise in writing. Waiver of a right on the basis of these GTC shall not result in waiver of rights under other provisions of these GTC. All rights and obligations arising from these GTC shall therefore in principle remain effective beyond any waiver.

The contract concluded on the basis of these terms and conditions with the registration does not change the independence of both parties. In particular, the contract does not constitute a joint venture, franchise, trustee, employment or agency relationship.

25.       Final provisions

The operator is entitled to use subcontractors. The Operator remains responsible for the fulfillment of the obligations assumed by it, even if subcontractors are used. For the purpose of fulfilling the contract and exercising the rights to which the Operator is entitled under this contract, the Operator may use other companies.

The operator is entitled to transfer rights and obligations in whole or in part to third parties. The Operator may transmit such declarations to the User in text form (e.g. by e-mail).

Should individual provisions of these GTC be or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Statutory law shall take the place of any provisions of these GTC that are not included or are invalid. If such statutory law is not available in the respective case (loophole) or would lead to an unacceptable result, the parties shall enter into negotiations to replace the non-included or invalid provision with a valid provision that comes as close as possible to it in economic terms.

There are no verbal side agreements. All agreements must be in text form. Failure on the part of the operator to respond to a letter does not constitute an evaluation, in particular no agreement.

The place of performance shall be the registered office of VisiTrans GmbH.

The competent court of jurisdiction for the resolution of all matters, in particular disputes relating to the website and its extended services is Bückeburg.

The origin of these GTC has been written in German. The provisions of this German text have priority over its translations into other languages.

The place of jurisdiction for merchants within the meaning of the German Commercial Code (HGB) shall be the registered office of VisiTrans GmbH.

German law applies.

The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

These General Terms and Conditions are written in German and in English. The German version is authoritative for the content and scope of the General Terms and Conditions.