General Terms and Conditions (GTC) – b2zone business service
1. Introduction and Scope of Application
1.1. b2zone business service
b2zone Ltd is a Swiss corporation with registered seat in 8501 Frauenfeld (company no. CH-440.3.021.144-1) (hereinafter referred to as "b2zone"). b2zone operates (amongst other) the websites b2zone.com, b2zone.net, b2zone.ch and other websites and offers through these websites (hereinafter referred to as "b2zone service") the b2zone business service (hereinafter referred to as "bb-service").
The technology is provided by SSE success software engineering Ltd., a Swiss corporation with registered seat in 8501 Frauenfeld (company no. CH-440.3.020.445-8) (hereinafter referred to as „SSE“). SSE is licensing its technology to b2zone and runs (as a subcontractor for b2zone) the USD account of the respective payment service provider for the bb-service.
The bb-service provides the user the opportunity to become operator of a b2zone-service with the help of a business website that is generated by b2zone (hereinafter referred to as "website"). In this capacity, the user can offer goods, services, booking offers and the download of files (hereinafter referred to as "products") over the internet and transact related business. In addition, b2zone provides over the b2zone service certain assistance to the user for the carrying out of its sales transactions.
The user of the bb-service and operator of the software sales system is hereinafter referred to as "website-operator". The customer of the website-operator who procures over a software sales system products of the website-operator is hereinafter referred to as "customer".
1.2. Contractual Relationship between b2zone and the website-operator
The present general terms and conditions (hereinafter referred to as "GTC") govern the contractual relationship between b2zone and the website-operator. b2zone renders its services solely and exclusively on the basis and under application of these GTC.
Every person that has registered for the bb-service and created a website is a website-operator. Admitted to the bb-service are all natural persons that have full capacity to act, and legal entities. The use of the bb-service by minor persons is not permitted.
1.3. Contractual Relationship with Customers
b2zone does not enter into any contractual relationship with the Customers who procure Products from the website-operator.
The website-operator can solicit and initiate business over its websites, receive orders, and carry out the related transactions with customers. b2zone’s role is limited to the provision of technical applications for such purposes. b2zone has no and enters into no relationship with customers. b2zone does neither act as intermediary between the website-operator and its customers.
The website-operator is responsible for the design of the contractual relationship with its customers and the website-operator is solely, exclusively and fully responsible for the contracts with the customers and the customer relationships.
2. Registration and Contract Formation
For accessing and obtaining the bb-service, a registration is required. By completing and confirming the registration, the website-operator offers to b2zone the conclusion of a contract.
The website-operator is obliged to fully and truly provide the data and information that is required for a registration. b2zone reserves the right to verify such data and information. There is no entitlement to be registered or to use the bb-service.
b2zone confirms the acceptance of the website-operator’s offer by activating a user account for the website-operator. Upon such activation, the contract between the website-operator and b2zone becomes effective, subject to and under application of the present GTC. The registration as well as any use of the bb-service confirms the acceptance by the website-operator of the present GTC.
3. Scope and Description of Services
3.1. Website-operator’s Area
An individual area is available to the website-operator on the b2zone-service. This area can only be accessed with the password of the website-operator. The website-operator can handle his offers and exchange e-mails with its customers over this area. In addition, various individual information can be retrieved over this area.
3.2.1. Description and Functionalities
Widgets are web applications that allow the (digital) presentation and the offering of products on devices that are connected to the internet. Widgets are on an individual basis for the website-operator and each of its offers.
The creation of a widget is controlled by a widget editor (hereinafter referred to as „editor“). The editor guides the website-operator through the steps of registering and of detailing its offer. Once all these steps have been completed, and provided that the registration is successful, the widget is generated automatically and thereafter available to the website-operator in code-form.
The editor imposes certain particular requirements to the design of an offer. There will be an interruption in case of non-compliance with these requirements, and the creation of the widget is no longer possible. For example, this can be the case if mandatory fields are not completed. Every offer needs its own widget.
3.3. Processing of Transactions
b2zone supports the website-operator in the carrying out of its widget transactions with the services and features described below.
3.3.2. Order and Order Confirmation
The customer places an order and initiates the payment process by clicking a “buy-now or book-now button” in the widget. Payments occur with payment services providers (such as PayPal). b2zone’s systems generate automatically an order confirmation for the website-operator once the payment services provider has notified to b2zone the completion of the payment. This order confirmation is sent by e-mail both to the website-operator and to the customer.
Attached to the e-mail is an automatically generated pdf-file that summarizes invoice-like the details of the transaction.
3.3.3. Payment process
It is mandatory that payments for widget transactions are made with a payment services provider (such as PayPal) designated by b2zone.
b2zone has no influence on the relationship between the payment service provider, the website-operator and his/her customers. The payment process is carried out directly with the respective payment service provider, independently from b2zone.
3.4. Changes of Services
b2zone reserves the right to change, amend or reduce its services at any time, at its sole discretion and without a notice being required.
3.5. No further Services
The description of b2zone’s services in this § 3 is exclusive. b2zone does not provide any further or other than the services described in this § 3. b2zone does, in particular without limitation, not render any support for or in relation to the bb-service. Likewise, b2zone does not provide any assistance or support in relation to the performance of the website-operator's contracts with its customers or to the handling of customer complaints. The website-operator is solely, exclusively and fully responsible for the performance and fulfilment of the contracts with the customers and the handling of complaints.
4. Website-operator's Obligations and Responsibilities
4.1. Offers by website-operators
The website-operator is obliged to provide b2zone all data and information that is required for the registration and for the provision of the bb-service. Any such data and information must be accurate and the website-operator represents and warrants that such data and information are true.
All offers and their details need to be true, clear and without any ambiguity and have to conform to any applicable law.
4.2. Access Information and Password
The website-operator must keep its access information and password confidential. The website-operator must choose a password that is not easy to identify, must keep the Password secret and prevent any access of third parties to the password. The password must immediately be changed if there is any suspicion that any third party has or could have gained knowledge thereof.
The website-operator is solely, exclusively and fully responsible for all acts and activities (including without limitation the creation and use of widgets) that occur under use of its access information or password. The website-operator bears all consequences that might or actually do result from any misuse of its access information or password.
The website-operator can inform b2zone about any actual or suspected misuse. In such a case, b2zone will block the user account of the website-operator.
4.3. Website-operator’s Account with the Payment Services Provider
The website-operator must maintain an account with the payment services provider designated by b2zone. If the website-operator fails to do so, the website-operator cannot do deals by using widgets.
4.4. Design of Offers and Carrying Out of Transactions
4.4.1. Relationship with the Customer
The website-operator is the contract partner of the customers. The design of the contractual relationship with the customers is within the sole and exclusive responsibility of the website-operator. The website-operator is also responsible that the contract provisions applied by the website-operator are in line with the applicable law.
b2zone appears vis-à-vis customers, if ever, in a restricted role and only as auxiliary of the website-operator.
4.4.2. Design of Offers and Responsibility for Products
The website-operator is solely and exclusively responsible for the design of its widget offers and for the products tendered by the website-operator.
The responsibility of the website-operator pertains as well without limitation to the observance of and compliance with all requirements regarding the description of products and the due provision of required consumer information.
4.4.3. Forbidden Offers, Contents and Transactions
It is prohibited to rely on the bb-service or to use widgets for the offering of products:
The same is prohibited to make public or divulge contents via the bb-service or over widgets that violate any applicable law, infringe third party rights or that are otherwise immoral, frivolous or not integer, or that are not in line with the public order.
The order confirmations generated by the systems of b2zone (see § 3.3.2) are of a general nature and it has not been verified whether they comply with the requirements to invoicing under applicable law. The website-operator is responsible to issue, the case given, an invoice that is compliant with the invoicing requirements applicable to the individual transaction.
4.4.5. Proposals by b2zone for the Calling in of Third Parties by the website-operator
b2zone may make in the widget editor certain proposals for the modalities of the carrying out of transactions by the website-operator and possibly there are on the b2zone-service related administration features (for example proposal to rely on a delivery service and related possibility to link the delivery services provider's tracking system with e-mail functionalities).
It is up to the website-operator to decide whether or not the website-operator wishes to rely on such proposals and related features. If the website-operator does so, this is solely and exclusively on website-operator’s own responsibility and risk.
4.5. Supported Systems / Compatibility / Deactivation of Widgets
The website-operator must verify whether the widgets as posted by the website-operator indeed are operational and functional.
The website-operator must delete or deactivate those widgets that the website-operator no longer wishes to use.
b2zone places highest emphasis on the use by the website-operator of the bb-service and the Widgets being only for offerings and transactions that comply with applicable law and that are moral, not frivolous and integer. The same emphasis is on website-operator's compliance with its obligations and assumption of its responsibilities as set out in this § 4.
b2zone may, and reserves the right to, take without any further notice any measures or sanctions that b2zone deems to be appropriate upon any indications or suspicions that a behaviour is not compliant with applicable law, or immoral, frivolous or not integer (including without limitation in case of illicit offers).
Such measures or sanctions can include without limitation the immediate blocking of user accounts, the deactivation or deletion of the website.
If there is any suspicion or indication of a criminal conduct, b2zone may, and reserves the right to, lodge complaints with the authorities and provide them all information available to b2zone out of or in connection with the provision of the bb-service to the website-operator, and/or about the website-operator's offers and transactions. In case there are criminal investigations, b2zone is under an obligation to and will cooperate with the authorities that conduct the investigation as required.
The website-operator is obliged to indemnify and to hold b2zone fully harmless from any actual or alleged claims of third parties that may be invoked against b2zone under reference or in relation to the use of the bb-service and/or of widgets by the website-operator. This includes without limitation claims of customers of the website-operator, third party claims for infringement of intellectual property rights, rights to one’s name, personality or likeness or other rights, and unfair competition or data protections claims, as well as any sanctions, fines or other measures threatened or imposed by authorities. The indemnification by the website-operator is for any and all such alleged or actual claims and for all of b2zone’s related efforts and financial and other disadvantages or losses and includes any and all court, administration and legal fees related to or incurred in connection which such claims or their defense.
The website-operator is obliged to provide b2zone in all such cases all assistance and information that are required for the evaluation and defense of any such claim. The provision must be immediate and at no charge and all information provided must be true and complete.
The registration for the bb-service and the creation and use of widgets are free of charge.
b2zone charges only a fee from the website-operator once a customer places an order and initiates the payment process by clicking the “buy-now or book-now button” in the Widget. The fee is a fee per order/transaction and amounts to EUR 1,60 or USD 1.60 per order/transaction. Orders with a reduced transaction value of EUR 7,70 or USD 7.70 (goods, services, digital downloads) can profit from a reduced fee (b2zone fee EUR 1,30 / USD 1.30).
Additional b2zone offers (hereinafter refered as „add-on“) are fee-based and available in his/her user account (under „my add-ons“). The add-ons can be ordered by the website-operator. The website-operator decides upon using or not-using of the add-ons. If the website-operator decides to stop using a previously ordered add-on, this add-on will be automatically deactivated and no further payments to b2zone in the following month occur.
5.1 website-operator has chosen PayPal as payment service provider
At the first of each month (at 12 am UTC) b2zone issues an invoice covering its fees, if the website-operator has previously chosen PayPal as a payment service provider. Invoices are issued on a per currency basis and cover the sum of fees from closed deals by the website-operator from the previous month.
The payment of the invoices must be carried out via a designated payment service provider. All other methods of payment (eg. payment in cash) are not allowed.
Invoices are due immediately. If an invoice is not being payed within 14 days, the website-operator is automatically in default. At this point in time all widgets by the website-operator are being deactivated. No further sales via widgets are possible anymore.
This invoice is sent and due on the 1st of the month. At this point in time all widgets and websites by the website-operator are being deactivated. No further sales are possible anymore.
If there are due invoices from previous months which are not being payed until the 1. of the next month, Widgets stay deactivated and can only be activated by the payment of a reactivation fee of USD 50.00 (EUR 50,00).
A repeating delay of payment by the website-operator results in a reactivation fee for each activation.
6. Term and Termination
The contractual relationship between b2zone and the website-operator is entered for an indefinite period of time. It may be terminated by each party at any time with immediate effect.
The website-operator must provide its notice of termination to b2zone by e-mail to the address email@example.com. Upon providing such notice, the website-operator must immediately and irrevocably deactivate or delete all widgets and websites that have been posted by the website-operator.
b2zone will normally also provide notices of termination, but is not under an obligation to do so. b2zone is entitled to block the bb-service or to terminate the contractual relationship with the website-operator without requirement of a notice. The latter applies in particular without limitation in case of an actual or suspected breach of the present GTC by the website-operator or, more generally, in case of any suspicion that the website-operator is late in payment, violates any applicable law or infringes upon any third party rights.
The contractual relationship between b2zone and the website-operator ends automatically once all widgets and websites of the website-operator are deactivated or deleted.
The provisions of these GTC intended to survive termination survive termination. This includes without limitation § 1.3,(Contractual Relationship with the Customer), § 4 (website-operator'sObligations and Responsibilities), § 7 (Disclaimer of Representations and Warranties, Disclaimerof Liability) and § 13 (Applicable Law and Place of Jurisdiction).
7. Disclaimer of Representations and Warranties, Disclaimer of Liability
7.1. Disclaimer of Representations and Warranties
b2zone provides the bb-service with the care that is usual for comparable automated services that are offered and provided over the internet.
The bb-service is provided as is, and b2zone disclaims any and all representations or warranties for the bb-service.
In particular without limitation b2zone excludes any and all representations and warranties:
7.2. Disclaimer of Liability for Damages
Any liability of b2zone for damages or losses is excluded to the broadest extent permitted by law.
This exclusion includes in particular without limitation any liability of b2zone for
The above exclusion of liability does not apply to damages that b2zone causes willfully or with gross negligence.
7.3. No Responsibility for Third Parties and their Services
In no case b2zone assumes any responsibility or liability for third parties and their services, and b2zone disclaims any responsibility, representations, warranties and liability for services, acts or omission of third parties.
This exclusion and disclaimer includes in particular without limitation:
8. Intellectual Property Rights
b2zone grants to the website-operator for term of the contract a non-assignable, non-exclusive and non-sublicensable right to use its widgets and the bb-service.
All intellectual property rights in and to the Widgets and the bb-service and the technology used to provide the bb-services are and shall remain with b2zone or its third party licensors.
None of such rights shall vest in the website-operator.
9. Data Protection
9.1.2. Personal data of the website-operator
b2zone may transfer and disclose the personal data of the website-operator and its Customers to any third party that is involved in the provision of the bb-service or in the carrying out of the transactions of the website-operator.
10. Contract Amendments and Severability
b2zone reserves the right to amend, modify or adjust at any time the bb-service, the service fees or the present GTC. b2zone will inform the website-operator about such amendments, modifications or adjustments as it deems appropriate and at its sole choice, including without limitation by way of posting a general information on the b2zone-service or by providing e-mail notice.
Any such amendments, modifications or adjustments are deemed to be accepted by the website-operator unless the website-operator immediately terminates the contractual relationship. Should any provision of these GTC turn out to be invalid, the other provisions shall not be affected. The provision that is invalid shall be deemed to be replaced by a provision that comes economically and in its sense to the invalid provision as close as legally possible. The same applies for gaps in these GTC, if any.
Required notices and other communications by b2zone to the website-operator may and will be made by e-mail to the e-mail address indicated by the website-operator in its individual area on the b2zone-service. Any such notice or communication by b2zone is deemed to be validly made upon sending of it to such e-mail address.
All notices of the website-operator to b2zone have to be by e-mail addressed to firstname.lastname@example.org. Other notices will not be accepted by b2zone.
The website-operator may not transfer or assign its rights or obligations under the contract or the contract as a whole to a third party without the prior consent of b2zone.
b2zone may transfer or assign its rights or obligations under the contract or the contract as a whole to any third party at any time and without any consent of the website-operator being required.
13. Applicable Law and Place of Jurisdiction
The contractual relationship between b2zone and the website-operator is subject to Swiss law. The UN Convention on the International Sale of Goods (CISG) is excluded.
Exclusive place of jurisdiction is Frauenfeld (TG), Switzerland.
Last updated: March 15, 2017