General Terms and Conditions (GTC) – b2zone Simplify Business Shoplet Service beta


1. Introduction and Scope of Application


1.1. b2zone’s Simplify Business Shoplet 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 and other websites and offers through these websites (hereinafter referred to as "b2zone-Portal") the Simplify Business Shoplet Service Beta (hereinafter referred to as "SBS-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 SBS-Service.

The SBS-Service provides the user the opportunity to become operator of an e-shop with the help of a shoplet that is generated over the b2zone-Portal (hereinafter referred to as "Shoplet"). In this capacity, the user can offer goods, services and the download of files (hereinafter referred to as "Products") over the internet and transact related business. In addition, b2zone provides over the b2zone-Portal certain assistance to the user for the carrying out of its Shoplet transactions.

The user of the SBS-Service and operator of the Shoplet is hereinafter referred to as "Shoplet-Operator". The customer of the Shoplet-Operator who procures over a Shoplet Products of the Shoplet-Operator is hereinafter referred to as "Customer".


1.2. Contractual Relationship between b2zone and the Shoplet-Operator

The present general terms and conditions (hereinafter referred to as "GTC") govern the contractual relationship between b2zone and the Shoplet-Operator. b2zone renders its services solely and exclusively on the basis and under application of these GTC.

Every person that has registered for the SBS-Service and created a Shoplet is a Shoplet-Operator. Admitted to the SBS-Service are all natural persons that have full capacity to act, and legal entities. The use of the SBS-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 Shoplet-Operator.

The Shoplet-Operator can solicit and initiate business over its Shoplets, 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 Shoplet-Operator and its Customers.

The Shoplet-Operator is responsible for the design of the contractual relationship with its Customers and the Shoplet-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 SBS-Service, a registration is required. By completing and confirming the registration, the Shoplet-Operator offers to b2zone the conclusion of a contract.

The Shoplet-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 SBS-Service.

b2zone confirms the acceptance of the Shoplet-Operator’s offer by activating a user account for the Shoplet-Operator. Upon such activation, the contract between the Shoplet-Operator and b2zone becomes effective, subject to and under application of the present GTC. The registration as well as any use of the SBS-Service confirms the acceptance by the Shoplet-Operator of the present GTC.


3. Scope and Description of Services


3.1. Shoplet-Operator’s Area

An individual area is available to the Shoplet-Operatoron the b2zone-Portal. This area can only be accessed with the password of the Shoplet-Operator. The Shoplet-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. Shoplets

3.2.1. Description and Functionalities

Shoplets are web applications that allow the (digital) presentation and the offering of Products on devices that are connected to the internet. Shoplets are on an individual basis for the Shoplet-Operator and each of its offers.

3.2.2. Creation

The creation of a Shoplet is controlled by a Wizard (hereinafter referred to as „Wizard“). The Wizard guides the Shoplet-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 Shoplet is generated automatically and thereafter available to the Shoplet-Operator in code-form.

The Wizard 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 Shoplet is no longer possible. For example, this can be the case if mandatory fields are not completed.

Every offer needs its own Shoplet. Shoplets cannot be modified once they have been created.

3.2.3. Posting and Use

The Shoplet-Operator is free to decide where to post its Shoplets (for example on own websites, or on blogs, platforms or other websites of third parties).

In addition, Shoplets are automatically posted on the b2zone product featuring page, b2zone.com on b2zone-shoplet.com and possibly on further e-market product featuring places as initiated by b2zone.


3.3. Processing of Transactions

3.3.1. General

b2zone supports the Shoplet-Operator in the carrying out of its Shoplet 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 button” in the Shoplet. Payments occur with payment services providers (such as PayPal). b2zone’s systems generate automatically an order confirmation for the Shoplet-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 Shoplet-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 Shoplet transactions are made with a payment services provider (such as PayPal) designated by b2zone. b2zone indicates such payment services providers in the Wizard.

b2zone has no influence on the relationship between the payment service provider, the Shoplet-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 SBS-Service (instead, there is an FAQ-section on the b2zone-Portal). Likewise, b2zone does not provide any assistance or support in relation to the performance of the Shoplet-Operator's contracts with its Customers or to the handling of Customer complaints. The Shoplet-Operator is solely, exclusively and fully responsible for the performance and fulfilment of the contracts with the Customers and the handling of complaints.


4. Shoplet-Operator's Obligations and Responsibilities


4.1. Registration and Offer Details

The Shoplet-Operator is obliged to provide b2zone all data and information that is required for the registration and for the provision of the SBS-Service. Any such data and information must be accurate and the Shoplet-Operator represents and warrants that such data and information are true. The Shoplet-Operator must create new Shoplets with updated and correct data and information as soon as any data or information become out-dated or obsolete. The use of Shoplets that include out-dated, obsolete or false data or information is prohibited.

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 Shoplet-Operator must keep its access information and password confidential. The Shoplet-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 Shoplet-Operator is solely, exclusively and fully responsible for all acts and activities (including without limitation the creation and use of Shoplets) that occur under use of its access information or password. The Shoplet-Operator bears all consequences that might or actually do result from any misuse of its access information or password.

The Shoplet-Operator can inform b2zone about any actual or suspected misuse. In such a case, b2zone will block the user account of the Shoplet-Operator.


4.3. Shoplet-Operator’s Account with the Payment Services Provider

The Shoplet-Operator must maintain an account with the payment services provider designated by b2zone. If the Shoplet-Operator fails to do so, the Shoplet-Operator cannot do deals by using Shoplets.


4.4. Design of Offers and Carrying Out of Transactions

4.4.1. Relationship with the Customer

The Shoplet-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 Shoplet-Operator. The Shoplet-Operator is also responsible that the contract provisions applied by the Shoplet-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 Shoplet-Operator.

4.4.2. Design of Offers and Responsibility for Products

The Shoplet-Operator is solely and exclusively responsible for the design of its Shoplet offers and for the Products tendered by the Shoplet-Operator.

The responsibility of the Shoplet-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 SBS-Service or to use Shoplets for the offering of Products:

  • if the offering, sale or purchase of such products violates any applicable law, infringes rights of third parties, or
  • is immoral, frivolous or otherwise not integer.

The same is prohibited to make public or divulge contents via the SBS-Service or over Shoplets 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.

4.4.4. Invoicing

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 Shoplet-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 Shoplet-Operator

b2zone may make in the Wizard certain proposals for the modalities of the carrying out of transactions by the Shoplet-Operator and possibly there are on the b2zone-Portal 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 Shoplet-Operator to decide whether or not the Shoplet-Operator wishes to rely on such proposals and related features. If the Shoplet-Operator does so, this is solely and exclusively on Shoplet-Operator’s own responsibility and risk.


4.5. Supported Systems / Compatibility / Deactivation of Shoplets

The Shoplet-Operator must verify whether the Shoplets as posted by the Shoplet-Operator indeed are operational and functional.

The Shoplet-Operator must delete or deactivate those Shoplets that the Shoplet-Operator no longer wishes to use.


4.6. Contraventions

b2zone places highest emphasis on the use by the Shoplet-Operator of the SBS-Service and the Shoplets being only for offerings and transactions that comply with applicable law and that are moral, not frivolous and integer. The same emphasis is on Shoplet-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 Shoplets.

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 SBS-Service to the Shoplet-Operator, and/or about the Shoplet-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.


4.7. Indemnification

The Shoplet-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 SBS-Service and/or of Shoplets by the Shoplet-Operator. This includes without limitation claims of Customers of the Shoplet-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 Shoplet-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 Shoplet-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.


5. Fees

The registration for the SBS-Service and the creation and use of Shoplets are free of charge.

b2zone charges only a fee from the Shoplet-Operator once a Customer places an order and initiates the payment process by clicking the “buy-now button” in the Shoplet. The fee is a fee per order/transaction and amounts to EUR 1,20 or USD 1.60 per order/transaction. Orders with a reduced transaction value of EUR 5,00 or USD 7.00 (goods, services, digital downloads) can profit from a reduced fee (b2zone fee EUR 0,90 / USD 1.30)


5.1 Shoplet-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 Shoplet-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 Shoplet-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 Shoplet-Operator is automatically in default. At this point in time all Shoplets by the Shoplet-Operator are being deactivated. No further sales via Shoplets are possible anymore.

This invoice is sent and due on the 1st of the month. Payment reminders are being sent every 4 days until the 15th of the month. The invoice is marked as unpaid on the 16th of the month. At this point in time all Shoplets by the Shoplet-Operator are being deactivated. No further sales are possible anymore. Fees which are occurring from deals prior to the deactivation are due and will be invoiced separately and immediately.

If there are due invoices from previous months which are not being payed until the 1. of the next month, Shoplets stay deactivated and can only be activated by the payment of a reactivation fee of USD 15.00 (EUR 12,00).

A repeating delay of payment by the Shoplet-Operator results in a reactivation fee for each activation.


5.2 Shoplet-Operator has chosen Stripe as payment service provider

If the Shoplet-Operator has previously chosen Stripe as a payment service provider, the b2zone transaction fees are automatically and immediately paid once a Customer places an order and initiates the payment process by clicking the “buy-now button” in the Shoplet.


6. Term and Termination

The contractual relationship between b2zone and the Shoplet-Operator is entered for an indefinite period of time. It may be terminated by each party at any time with immediate effect.

The Shoplet-Operator must provide its notice of termination to b2zone by e-mail to the address account-support@b2zone.com. Upon providing such notice, the Shoplet-Operator must immediately and irrevocably deactivate or delete all Shoplets that have been posted by the Shoplet-Operator.

b2zone will normally also provide notices of termination, but is not under an obligation to do so. b2zone is entitled to block the SBS-Service or to terminate the contractual relationship with the Shoplet-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 Shoplet-Operator or, more generally, in case of any suspicion that the Shoplet-Operator is late in payment, violates any applicable law or infringes upon any third party rights.

The contractual relationship between b2zone and the Shoplet-Operator ends automatically once all Shoplets of the Shoplet-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 (Shoplet-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 SBS-Service with the care that is usual for comparable automated services that are offered and provided over the internet.

The SBS-Service is provided as is, and b2zone disclaims any and all representations or warranties for the SBS-Service.

In particular without limitation b2zone excludes any and all representations and warranties:

  • that the Shoplets or the SBS-Service are free from defects;
  • that the Shoplets or the SBS-Service are available without interruptions;
  • that the Shoplets, as posted by b2zone or the Shoplet-Operator, actually are functional;
  • that automatically generated output (such as e-mails, order confirmations and other confirmations) are correct and free from faults; and
  • for services of b2zone's auxiliary persons or subcontractors (for example the hosting provider of b2zone).


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

  • Damages or losses caused by slight negligence or accident;
  • direct, immediate, incidental or indirect damages;
  • consequential damages;
  • loss of profit or anticipated savings;
  • loss of data;
  • damages caused by viruses, Trojans or other malicious code;
  • damages caused by interruptions within b2zone’s business, including without limitation of system interruptions, be they unplanned or planned for the purpose of maintenance or upgrading technologies;
  • additional costs or third party claims;
  • delay damages, and
  • acts or omissions of the auxiliary persons or subcontractors of b2zone.

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:

  • for third parties and their services relied upon by b2zone when providing the SBS-Service (for example payment services providers); and
  • for third parties, proposed by b2zone, like payment service provider for carrying out payments in the context of deals; and
  • for third parties and their services the calling in by the Shoplet-Operator has been proposed by b2zone (for example delivery service providers).


8. Intellectual Property Rights

b2zone grants to the Shoplet-Operator for term of the contract a non-assignable, non-exclusive and non-sublicensable right to use its Shoplets and the SBS-Service.

All intellectual property rights in and to the Shoplets and the SBS-Service and the technology used to provide the SBS-Services are and shall remain with b2zone or its third party licensors.

None of such rights shall vest in the Shoplet-Operator.


9. Data Protection

9.1.1. General

b2zone complies with the applicable Swiss law and in particular with the Swiss Data Protection Act when processing personal data. Details regarding the data processing by b2zone are set out in the privacy policy (available at: b2zone.com). The Shoplet-Operator confirms to have read this privacy policy and to agree with it.

9.1.2. Personal data of the Shoplet-Operator

b2zone may transfer and disclose the personal data of the Shoplet-Operator and its Customers to any third party that is involved in the provision of the SBS-Service or in the carrying out of the transactions of the Shoplet-Operator.


10. Contract Amendments and Severability

b2zone reserves the right to amend, modify or adjust at any time the SBS-Service, the service fees or the present GTC. b2zone will inform the Shoplet-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-Portal or by providing e-mail notice.

Any such amendments, modifications or adjustments are deemed to be accepted by the Shoplet-Operator unless the Shoplet-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.


11. Notices

Required notices and other communications by b2zone to the Shoplet-Operator may and will be made by e-mail to the e-mail address indicated by the Shoplet-Operator in its individual area on the b2zone-Portal. 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 Shoplet-Operator to b2zone have to be by e-mail addressed to account-support@b2zone.com. Other notices will not be accepted by b2zone.


12. Assignment

The Shoplet-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 Shoplet-Operator being required.


13. Applicable Law and Place of Jurisdiction

The contractual relationship between b2zone and the Shoplet-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.

 

Version 0.1.5

Last updated: November 24, 2014