Terms and Conditions

Operator / Provider within the meaning of § 312j German Civil Code (BGB) and Art. 4(7) GDPR:
nous ventures GmbH
Im Horben 38
71560 Sulzbach an der Murr
Germany
Register: Amtsgericht Stuttgart, HRB 796898
Email: kontakt@afterbon.de

1. These Terms apply to all contracts for the use of the platform between the operator and business customers (retailers, advertisers, agencies, other undertakings) and additionally to use by end customers in accordance with Part B of these Terms.
2. Deviating, conflicting or supplementary terms of the customer do not become part of the contract unless the operator expressly agrees to their application in text form.
3. Order of precedence: Individual agreements, service descriptions, price lists, service level agreements (SLA) or data processing agreements (DPA) take precedence over these Terms in the event of conflict.

• Platform: AfterBon including portals, API, database and reporting functions.
• Retailer: Undertaking that provides receipts/QR codes or other channels through which end customers can access campaigns.
• Advertiser: Undertaking that delivers campaigns/offers via the platform.
• End customers: Users who scan QR codes and consume/execute campaign content.
• Campaign: Advertising/marketing measure (e.g. voucher, landing page, redirect) delivered via the platform.
• Events: Technical events in connection with campaigns (e.g. scan, view, click/redirect).
• Portal access: User account for the Admin/Retailer/Advertiser portal.

1. The operator makes the platform available to the customer for the term of the contract. The specific scope of services is set out in the respective service description (e.g. package/plan, scope of functions, limits, support channels).
2. The core function is the delivery of campaigns via channels provided by the retailer (e.g. QR code on receipt) and the technical recording of events for evaluation and, where agreed, billing.
3. Unless expressly agreed, the operator does not guarantee any specific economic result (e.g. increase in revenue, conversion rate).

1. The contract is formed by: acceptance of an offer from the operator, or registration in the portal and confirmation/acceptance of these Terms (click-through), or use of the platform after access has been granted, where provided for in the service description.
2. The customer must provide complete and correct information on registration and keep it up to date.
3. Access data must be kept confidential. The customer is liable for misuse to the extent that it is responsible for it.
4. The operator may block access if there is evidence of misuse, security risks or breach of contract.

1. The customer shall provide in good time all information, content and technical prerequisites required for the provision of the services.
2. The retailer shall in particular ensure that QR codes/resolve links are properly implemented and readable and that delivery takes place via the agreed channels.
3. The advertiser shall provide campaign content in the required formats and guarantee its legal admissibility (see section 9).
4. The customer shall ensure that its systems and devices meet the usual security requirements (e.g. up-to-date browsers, protection against malware).

1. The operator endeavours to ensure high availability. Specific availability commitments apply only if expressly agreed in an SLA.
2. Maintenance, updates and security-related measures may lead to temporary restrictions. The operator will, where possible, announce maintenance and carry it out outside usual business hours where reasonable.
3. The operator may develop the platform further and change functions insofar as this is necessary to maintain security, compatibility or legal compliance or does not unreasonably disadvantage the customer and the purpose of the contract is preserved.

1. Where agreed, reporting and/or billing is based on technical events of the platform (e.g. scan/view/redirect).
2. The operator is entitled to use fraud/bot detection and plausibility checks to ensure data quality and to appropriately correct or exclude events where there is suspicion of manipulation or misuse.
3. Unless otherwise agreed, the measurement values shown in the platform form the basis for billing and remuneration, provided there are no obvious errors.
4. The customer may raise objections to invoices in text form within 30 days of receipt; otherwise the invoices are deemed approved if the operator has drawn attention to this on the invoice.

1. The customer is solely responsible for the content it uploads or transmits (in particular campaign texts, graphics, links, landing pages, vouchers).
2. The customer warrants that content and campaigns do not infringe third-party rights (in particular copyright, trade mark, personality rights), do not violate applicable law (e.g. UWG, JuSchG, law on advertising of medicinal products, gambling, tobacco, alcohol advertising law, law on price indication) and do not contain malware, tracking without legal basis or other harmful mechanisms.
3. The operator may reject, disable or block content if there is concrete evidence of legal violations or significant risks.
4. The customer shall indemnify the operator against all third-party claims arising from a breach of sections 9.1–9.2, including reasonable legal defence costs.

1. The operator grants the customer a simple, non-transferable, non-sublicensable right to use the platform in accordance with the contract for the term of the contract.
2. Source code, database structures, concepts, trade marks and other intellectual property rights remain with the operator or the respective rights holders.
3. The customer may not decompile, reverse engineer, automatically extract (scrape) or otherwise misuse the platform, unless mandatory law provides otherwise.

1. Prices, billing models (e.g. flat rates, usage-based billing, remuneration to retailers) and scope of services are set out in the respective agreement/price list.
2. Invoices are due for payment within 14 days of the invoice date without deduction.
3. In the event of payment default, the statutory provisions (§ 288 BGB) apply. The operator may temporarily suspend services after due notice in the event of default.
4. The customer may only set off or retain to the extent that its counterclaims are undisputed or have been finally determined.

1. The operator processes personal data in the context of the platform in accordance with the operator's privacy policy.
2. Where the operator processes personal data on behalf of the customer (e.g. portal user/end customer data, where applicable), the parties shall conclude a data processing agreement (DPA) in accordance with Art. 28 GDPR if legally required.
3. The customer is responsible for the lawfulness of its content under data protection law and, where applicable, for obtaining any required consents (e.g. newsletter/tracking on its own landing pages).

1. The parties undertake to keep confidential information of the other party secret and to use it only for the performance of the contract.
2. Excluded is information that is publicly known without breach of contract, was lawfully obtained from third parties, or must be disclosed by law (with prior notice where permitted).

1. The statutory provisions apply to the provision of software as a service unless otherwise stipulated below.
2. The operator warrants basic functionality in accordance with the service description. Minor deviations that do not affect the purpose of the contract do not constitute defects.
3. The customer must notify defects without delay in text form and allow the operator reasonable time to remedy them.

1. The operator has unlimited liability for intent and gross negligence, for injury to life, body or health, under the Product Liability Act, and to the extent of a guarantee given.
2. In cases of simple negligence the operator is liable only for breach of essential contractual obligations (cardinal obligations); in such cases liability is limited to typically foreseeable damage.
3. Otherwise liability is excluded to the extent permitted by law.
4. Liability for disruptions for which the customer is responsible (e.g. faulty implementation of codes/links, inadmissible content, system or network failures on the customer side) is excluded.

Events outside the operator's sphere of influence (e.g. natural disasters, war, official measures, failures of networks/backbones, strikes, pandemics) release the operator from its obligation to perform for the duration and scope of the disruption.

1. Term and notice periods for ordinary termination are set out in the respective agreement. In the absence of a provision, a notice period of 30 days to the end of the month applies.
2. The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the case of: serious or repeated breaches of section 9 (legal violations/content), payment default despite reminder, serious security or misuse incidents.
3. The operator may block access and deactivate campaigns in the event of serious breaches. Blocking does not necessarily replace termination.

1. After the end of the contract the customer may within 30 days request an export of the content/structure data it provided in a usual format, insofar as technically available and legally permissible.
2. The operator is entitled to delete or anonymise data after expiry of statutory retention periods and in accordance with the deletion concept.

The operator may name the customer as a reference (name/logo) unless the customer objects in text form. Scope and form are in line with industry practice.

1. The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. Place of jurisdiction for merchants, legal persons under public law or special funds under public law is – where permitted – the seat of the operator.
3. Amendments and supplements to these Terms require text form. This also applies to amendment of this text form clause.
4. If a provision is or becomes invalid, the validity of the remaining provisions is unaffected. The parties will replace the invalid provision with a valid one that comes closest to the economic purpose.

1. End customers may scan QR codes and access campaign content. Use is free of charge unless otherwise indicated.
2. Campaign content generally comes from the respective advertiser. The operator provides the technical delivery.

End customers may not misuse the platform, in particular by: triggering automated mass scans/requests (botting), circumventing security mechanisms, disseminating illegal content or manipulating links.

1. The operator has unlimited liability for intent, gross negligence and for injury to life, body or health.
2. In cases of simple negligence the operator is liable only for breach of essential obligations and limited to typically foreseeable damage.
3. The respective advertiser is primarily responsible for content and offers of advertisers (e.g. vouchers, prices, availability, landing pages).

Personal data is processed in accordance with the operator's privacy policy.

The operator is not obliged to participate in dispute resolution proceedings before a consumer conciliation body.