Terms of Service

  1. Preamble

    1. With the online marketplace under https://www.yatego.com (hereinafter “Marketplace”), Yatego GmbH (hereinafter “Yatego”) offers entrepreneurs in the sense of § 14 BGB (hereinafter “Providers”) the opportunity to offer and distribute goods and services (hereinafter “Products”) under the terms of these General Terms and Conditions. End customers have the opportunity to purchase the offered products.
    2. These General Terms and Conditions (hereinafter “GTC”) apply between Yatego and the Provider.
    3. Yatego provides the Marketplace as a technical service provider. The purchase contracts for the offered products concluded via the Marketplace are exclusively between the respective provider and end customers.
  2. Conclusion of Contract

    1. A contract between Yatego and the Provider for the use of the Marketplace under these GTC comes into effect as follows: The Provider submits a customer request to Yatego by his online registration confirmed by Double Opt-In. This represents the Provider’s offer to conclude the contract. The contract is concluded with Yatego’s acceptance of the offer. Yatego is free to accept or reject the offer without giving any reason. The acceptance of the offer is either expressly declared by a contract confirmation via email to the Provider or implied by setting up the online shop and sending the access data to the Provider by Yatego.
    2. By submitting the offer, the Provider declares that he acts as an entrepreneur within the meaning of § 14 BGB. An entrepreneur within the meaning of § 14 BGB is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their independent professional or commercial activity. Yatego reserves the right to request a copy of the Provider’s business registration as proof of commercial activity.
    3. The right to use the Marketplace is exclusive to the Provider and is not transferable.
    4. The Provider is obliged to provide truthful and complete information required during the conclusion of the contract. Yatego reserves the right, but is not obliged, to verify the accuracy of the Provider’s information.
  3. Nature and Scope of Service

    1. Yatego acts as a technical service provider offering an online marketplace where end customers have the opportunity to submit offers for products offered by vendors and, in the event of acceptance by the vendor, to conclude contracts for the purchase of the products with the vendor. In addition, the marketplace offers interested parties various search functions to inform themselves about the vendors and the products.
    2. After submitting the registration form, the vendor receives an email with a confirmation link to the email address provided in the form. After accessing the link, they are directed to a website that confirms the registration. Thereafter, Yatego sets up an online shop for the vendor (technical creation of the shop on the server without intention to accept). The setup of the shop is done by the vendor (posting products and information), unless otherwise agreed.
    3. The marketplace is offered subject to availability. Continuous availability is technically not feasible. However, Yatego strives to keep the platform as constantly available as possible. Maintenance, security, or capacity issues, as well as events beyond Yatego’s control (disruptions of public communication networks, power failures, etc.), can lead to disruptions or temporary suspension of the marketplace.
    4. Yatego is not obliged to back up the content uploaded by the vendor. The vendor is responsible for backing up their data.
  4. Fees; Billing Modalities

    1. The fees communicated to the vendor at the time of contract conclusion apply, unless otherwise agreed in the customer application. The fees are an essential part of the contract. Fees are subject to statutory value-added tax.
    2. Basic fees are due in advance for the agreed billing period upon invoicing.
    3. The one-time setup fee is due upon the creation of the online shop by Yatego.
    4. Fees for forwarding: The vendor can set links to product-related external websites (e.g., to the externally operated online shop or to the manufacturer’s internet presence). A fee claim arises for each valid click by a visitor on such an external link (pay per click). A click is valid if a visitor clicks on the external link in the vendor’s Yatego shop. The logging of valid clicks is visible in the vendor’s administration area. Billing is done monthly by the 15th of the following month.
    5. The sales fee is the agreed percentage of the gross order value of an order placed by an end customer. The gross order value is the amount shown to the end customer in the shopping cart at the time of placing their order as the total amount due (including value-added tax and shipping costs). The gross order value is also visible in the vendor’s administration area under “Order” as “Total Gross Amount”. Yatego’s claim to the sales fee arises against the vendor at the time of the end customer’s order (end customer’s offer to conclude the purchase contract) and exists regardless of whether the vendor accepts the end customer’s offer or not. Excluded from this regulation are orders by an end customer that were obviously triggered without the intention of concluding a purchase contract (“joke orders”), were triggered with fraudulent intent, or were accidentally triggered multiple times in quick succession. The vendor must provide suitable evidence within 30 days and submit it to Yatego for review.
    6. In case of payment delay, Yatego is entitled to default interest at a rate of 10 percentage points above the respective base interest rate. Yatego’s statutory rights in the event of a vendor’s payment delay remain unaffected. The vendor falls into arrears, if not already in default, without reminder 30 days after the invoice date.
    7. If the vendor is in arrears with payment, Yatego may take measures according to 7.2, in particular block the user account according to 7.3, if the vendor is in arrears with the payment obligations mentioned in 4.2 – 4.5 and Yatego has threatened the block in writing at least two weeks in advance, pointing out the vendor’s option to seek legal protection in the courts.
  5. Payment Processing of the Purchase Price

    1. The vendor agrees that the purchase price will be processed as follows via the external payment service provider Stripe Inc (US) (hereinafter: “Stripe”): After the conclusion of the purchase contract, the end customer initiates the payment of the due purchase price to Stripe via a designated payment method, and the vendor ships the purchased item to the end customer. The payment of the purchase price minus the sales fee mentioned in 4.5 is released to the vendor after delivery of the goods to the end customer at the time agreed between Stripe and Yatego. Simultaneously, the payment of the sales fee to Yatego is released.
    2. Payment services for the vendor on Yatego are provided by Stripe and are subject to the Stripe Connected Account Agreement (Stripe Connected Account Agreement), which includes the Stripe Terms of Service (collectively referred to as the “Stripe Services Agreement“). By agreeing to these General Terms and Conditions and using the marketplace, the vendor accepts the terms of the “Stripe Services Agreement”, which may be adjusted by Stripe from time to time. It is available at https://stripe.com/docs/connect/updating-accounts#tos-acceptance at any time. As a precondition for Yatego to use Stripe’s payment services, the vendor agrees to provide complete and accurate information about themselves and their business to Yatego and authorizes Yatego to share this information and transaction information related to their use of the payment services offered by Stripe.
  6. Vendor Obligations, Responsibilities

    1. The vendor assures that the products and information posted in their online shop are complete, truthful, and comply with legal requirements. The vendor is obliged to keep this information up to date at all times. They assume responsibility for having the right to use the content posted in their online shop and to distribute the products.
    2. The vendor acts in their own name and on their own account. Offering or distributing on behalf of or in the name of third parties is not permitted.
    3. The vendor is prohibited from offering products whose offer, sale, or acquisition violates these General Terms and Conditions, legal provisions, or good morals. In particular, the following products may not be described or offered:
      1. Items whose advertising, offer, or distribution violate copyright and performance rights, industrial property rights (e.g., trademarks, patents, utility models, and design patents), and other rights (e.g., the right to one’s own image, name, and personality rights) of third parties or other vendors;
      2. Propaganda material and items with symbols of unconstitutional organizations;
      3. Pornographic and/or materials harmful to minors;
      4. Weapons in the sense of the Weapons Act, in particular firearms, bladed and stabbing weapons of any kind, and ammunition of any kind;
      5. Tobacco products (e.g., cigarettes, cigars, fine-cut) without German tax stamps;
      6. Radioactive substances, poisons, and explosive materials, as well as other health-endangering and/or dangerous chemicals;
      7. Living animals, products from and preparations of protected animal species, protected plants and their preparations, and furs;
      8. Human organs or body parts;
      9. Securities (especially shares), money market or financial instruments, loans, credits, and financing aids, unless they are offered by credit institutions with a domicile or branch in Germany;
      10. Promissory notes and judicial titles as well as other claims from legal transactions for the purpose of collection;
      11. Vouchers that are available for free to everyone;
      12. Drugs in the sense of the German Narcotics Act (BtmG) or comparable legal norms, as well as devices for the production and consumption of drugs;
      13. Medicinal products in the sense of the Medicinal Products Act and medical devices in the sense of the Medical Devices Act or comparable legal norms, provided that said medical devices do not bear a CE marking and/or are offered by a seller who is based/resides outside the European Community;
      14. Real estate and rights equivalent to real property;
      15. Books, CDs, and/or DVDs may only be offered with Yatego’s explicit prior permission. This also applies accordingly to the publication of other content and to the setting of links by the vendor.
    4. Providers are obliged to adhere to the following principles:
      1. a link to a website outside the Marketplace may only be set with prior consent from Yatego;
      2. offer images must not contain any company names, watermarks, or URLs;
      3. the provider must truthfully describe the products offered, and the description of the products as well as drawings and images may not contain advertising for products other than those offered;
      4. only items that are actually for sale may be offered, not items that are solely for information or linking purposes;
      5. each item must be accompanied by at least one image with a minimum size of 500×500 pixels;
      6. so-called “no pic images” must not be included in the offers;
      7. erotic items may only be listed in the erotic category;
      8. genitalia, sexual acts, and content glorifying violence must not be depicted.
    5. The warning of another provider also registered on the Marketplace is not allowed unless the Yatego arbitration board has been contacted beforehand. Providers commit to taking action against another provider of the Marketplace only after a failed attempt at an amicable settlement before the arbitration board. One week after the case has been presented to the arbitration board, the attempt at settlement is considered failed. Also, in other disputes between providers of the Marketplace, they are obliged to contact the Yatego arbitration board before initiating legal steps. This obligation does not apply to criminal matters. The aforementioned points apply accordingly to the provider in all cases related to the Marketplace regarding their end customers.
    6. The provider must fully inform themselves about the legal regulations they must comply with. Yatego points out, without guarantee, that the following obligations may exist in particular:
      1. Obligations to provide information in electronic commerce and in distance selling transactions, instruction on statutory rights of withdrawal or return against the end customer;
      2. Making available of privacy information;
      3. Provision of the imprint;
      4. Complete and truthful description of the characteristics of the offered products, information about payment and delivery conditions, proper pricing;
      5. Compliance with the Packaging Ordinance. If Yatego has included standard GTCs, an imprint, or other information in the shop when setting up an online shop (usually done automatically), the provider is obliged to check all content for accuracy and compliance with legal requirements, especially regarding their business model. Yatego assumes no liability for this. The provider is responsible for the content set in their shop. The provider commits to including their business phone number in their imprint.
    7. The provider is prohibited from using the addresses, contact details, information, and email addresses obtained through the use of the Marketplace for advertising purposes, especially from using these data for the sending of unsolicited and unrequested advertising (such as spamming).
    8. The provider may not share their password with third parties. The provider is responsible for keeping their password confidential. They must inform Yatego immediately if there are indications that their access has been or is being used by third parties or if the password has become known to third parties. The provider is generally liable for all activities carried out using their access. They are not liable if the misuse of their access is not their fault because there is no breach of the existing duty of care.
    9. The provider guarantees to the end customer that the offered product is available at the stated price. They are responsible for keeping product data and offers up to date.
    10. The provider is responsible for archiving information visible or stored on the platform that they need for purposes of evidence preservation, bookkeeping, etc., on a storage medium independent of the platform. The provider commits to regularly backing up these and their other data.
    11. For the setting up of the online shop, which occurs after Yatego has set up the online shop, as well as the further operation of the shop and the integration of the provider’s products on the Marketplace, the following applies: All new data and changes in the online shop of the provider are, unless otherwise agreed, set by the provider. The technical activation of the change usually occurs within 24 hours. The products are automatically classified, categorized, and sorted according to the provider’s specifications to the categories chosen by them; Yatego is not required to check or guarantee the accuracy. The provider bears the responsibility for the content and the classification of their entry as desired. Yatego is not obliged to check orders, entries, and desired classifications to see if they infringe third-party rights. Yatego reserves the right to deviate from chosen sorting and categorization rules for technical and other important reasons. Yatego has the right at any time to change or delete category and other designations or to deviate from the assignment to an agreed category, especially in the event of incorrect category assignments of products from Yatego’s perspective.
    12. If the contract for the use of the Marketplace is terminated, the provider is obliged to check after the end of the contract whether Yatego has deactivated the provider’s password, blocked their access to the Marketplace, and deleted the provider’s shop content. If this is not the case, they must request Yatego to do so in text form. The provider remains responsible for the content in their shop until they have requested Yatego to delete it.
  7. Rights of Yatego

    1. Yatego may take appropriate measures, in particular those according to paragraph 7.2, if there are concrete indications that a provider is violating these GTC, good morals or legal provisions or infringing the rights of third parties. This also applies if the interests of the marketplace, the providers, end customers (e.g., against fraudulent activities) or of Yatego are impaired or in the case of impairment of other legitimate interests. When choosing a measure, Yatego considers the legitimate interests of the provider affected by the measure, in particular whether there are indications of the provider’s lack of fault and whether a prior warning or announcement of the measure is indicated.
    2. Measures according to paragraph 7.1 are: warning of the provider, deletion of offers or other content, restriction/limitation of the use of the platform, temporary and final blocking.
    3. If a provider is blocked, he may not use the platform for the duration of the block (even with other already registered online shops) and may not register again. A final block (permanent exclusion from the use of the marketplace) may be imposed by Yatego, in particular, if the provider
      1. is insolvent or an application for the opening of insolvency proceedings has been filed for the provider’s assets;
      2. has provided false contact details;
      3. transfers his access authorization;
      4. offers prohibited products according to paragraph 6.3;
      5. complaints from end customers or other providers about him exist, which are not remedied within a reasonable period despite a warning; in individual cases, even a justified complaint is sufficient if a block is proportionate; especially in the case of several complaints, a block is considered proportionate;
      6. does not respond to postal or telephone contact attempts, nor to email contact attempts for more than 4 weeks;
      7. a provider issues a legal warning to another provider, one of his end customers or Yatego without having seriously attempted an amicable settlement beforehand;
      8. reputational damage to Yatego is to be feared;
      9. a provider significantly damages another Yatego provider, an end customer or Yatego, especially misuses services of Yatego;
      10. commits or attempts delinquent acts (e.g., fraud);
      11. a public prosecutor’s investigation has been initiated against the provider, in the case of allegations of fraud or money laundering;
      12. fails to fulfill a duty to cooperate even after being granted an extension twice by Yatego;
      13. has otherwise violated these GTC, good morals or legal provisions;
      14. another important reason exists.
    4. Further claims of Yatego remain unaffected, in particular the right to extraordinary termination and claims for damages.
    5. Yatego is entitled to place advertising for Yatego in the online shop set up on the marketplace by the provider.
  8. Grant of Rights of Use

    Yatego is entitled to use data (images, texts, logos, etc.) uploaded by the provider for the marketplace as well as in the context of advertising measures for the marketplace (e.g., integration on other websites, publication in media, advertising for offers in emails). The provider grants Yatego the rights necessary for this purpose – in particular the right to reproduce and publish – as well as a right to edit, free of charge for the duration of the usage contract with Yatego, and assures that he is entitled to grant these rights of use.

  9. Indemnification

    The provider indemnifies Yatego from all claims made by other providers or third parties against Yatego due to the infringement of their rights by offers, content or link placements uploaded by the provider or due to other use of the marketplace by the provider. This indemnification applies in particular to competition, copyright, trademark, patent, and naming rights claims. The provider assumes the costs of necessary legal defense including all court and legal fees at statutory rates. This does not apply if the legal infringement is not attributable to the provider. The provider is obliged to provide Yatego with all information necessary for the examination of claims and defense immediately, truthfully, and completely in the event of third-party claims.

  10. Liability of Yatego

    1. If Yatego negligently breaches a fundamental contractual obligation (so-called cardinal obligation), liability is limited to the foreseeable, typically occurring average damage. Cardinal obligations are obligations that the contract imposes on the provider according to its content for the achievement of the contract purpose, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the provider may regularly rely. If Yatego negligently violates a non-essential contractual obligation, liability is limited to the order value. Yatego is not liable for infringements of third-party rights by the provider.
    2. The aforementioned limitations of liability do not apply to claims for intent and gross negligence, for injury to life, body or health, in case of deceit, warranty promises or if liability results from mandatory legal provisions such as the Product Liability Act.
    3. Yatego is not liable for contracts concluded between the provider and end customers. The respective contracting parties are the sole claimants.
  11. Duration, Termination

    1. The usage contract between Yatego and the Provider has a minimum duration of 12 months unless otherwise agreed. If the contract is not terminated by one of the parties 3 months before the expiry of the minimum term, it will be extended by another 12 months each time.
    2. If the Provider orders additional services, the durations and deadlines mentioned in item 11.1 apply accordingly, unless otherwise agreed. Additional services can be terminated separately while continuing the rest of the contract.
    3. The right to extraordinary termination remains unaffected. Yatego has an extraordinary right of termination especially in the cases mentioned in item 7.3. Further claims and rights of Yatego remain unaffected, in particular claims for damages.
    4. In the event of an extraordinary termination, which is not the fault of the Provider, Yatego will refund the Provider the overpaid remuneration on a pro-rata basis beyond the effective date of the termination.
    5. Terminations must be in writing. The written form is maintained by termination via post, fax, or email.
    6. Upon termination of the contract, the Provider’s password is deactivated, and access to the Marketplace is blocked. The right to use the Marketplace expires, and the Provider’s shop contents are deleted by Yatego. Deactivation, blocking, and deletion usually occur promptly after the end of the contract, at the latest at the request of the Provider to Yatego to do so. The Provider checks whether these measures have been taken after the end of the contract. If this is not the case, he must request Yatego to do so in text form. The domain assigned to the Provider and/or the online shop (without the Provider’s content) are deleted, reassigned, or recreated by Yatego.

    Amendment of the GTC

    Yatego is entitled to amend these GTC. The amendment will be communicated to the Provider via email in good time before it comes into effect. An amendment occurs, for example, in the event of changes in legislation, changes in jurisprudence, changes in Yatego’s economic circumstances, and in the event of a change in payment processing. The Provider is entitled to object to the amendments within four weeks of receiving the email. The objection must be in text form. The amendments are deemed to be accepted and binding if the Provider has agreed to the amendments or has not objected within the four-week period. Yatego will specifically point out these legal consequences and the possibility of objection in the notification email.

    Final Provisions

    1. The provisions in the customer application have priority, then the provisions of the price list. In case of contradictions, the provisions of these GTC are subordinate to the provisions of the customer application and the price list.
    2. The Provider is only entitled to offset with its own claims if its claims against Yatego are undisputed or have been legally established.
    3. The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding the UN Convention on Contracts for the International Sale of Goods and excluding conflict of laws.
    4. The place of performance for mutual services is 78048 Villingen-Schwenningen. If the Provider is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is 78048 Villingen-Schwenningen. The same applies if the Provider does not have a general place of jurisdiction in Germany or if their place of residence or usual abode is not known at the time the lawsuit is filed. The authority to call the court at another legal jurisdiction remains unaffected.

    Date: 03.05.2022

    Yatego GmbH

    Schwenninger Str. 20
    78052 Villingen-Schwenningen
    info@yatego.com
    https://www.yatego.com

    Managing Director: Albert Kampf
    District Court: Freiburg HRB 603020
    Tax Number: 22108/31802
    VAT ID: DE228453314