BidX General Terms and Conditions

A. General section

1. Area of application, relevant version

1.1. The following General Terms and Conditions (hereinafter "GTC") govern the contractual relationship between BidX GmbH, Gräfenhäuser Straße 85b, 64293 Darmstadt, Germany (hereinafter "BidX") and the respective customer who wish to use the offer (hereinafter "customer") made under the domain www.bidx.io (hereinafter "website").

1.2. In addition to these GTC our privacy policy applies (available under: https://www.bidx.io/privacy).

1.3. The version of the GTC valid at the time of conclusion of the contract is decisive.

2. Subject of the contract, scope of service

2.1. The contract subject as well as the scope of service is determined by the special conditions for the service of BidX in sections B, C and D (jointly hereinafter “services”)

2.2. BidX is entitled to amend the content or functionalities (e.g. by patches, updates or modifications) of the services which are reasonable in consideration of the interests of the customer. BidX is also entitled to provide parts or the entirety of its services by third parties, in particular subcontractors.

3. Registration and its preconditions, conclusion of the contract

3.1. Full use of services requires registration and the conclusion of a corresponding service contract on the website. Registration shall be made by creating an account on the website and with agreeing to these GTC. The Registration on the website is free.

3.2. In the registration form, each customer shall enter a valid e-mail address and create a password. By submitting the completed registration form , the customer creates a user account (hereinafter referred to as "account") and submits its offer for a contract conclusion for the website use. If BidX accepts this offer by sending a confirmation e-mail and the customer subsequently confirms its registration by selecting the hyperlink listed in the confirmation e-mail (double opt-in), a contract for the website use is concluded between the customer and BidX (hereinafter "user contract"). A registration that the customer does not confirm within one week by clicking on the activation link can be deleted by BidX.

3.3. The contract conclusion shall only be permitted to entrepreneurs within the meaning of § 14 Abs. 1 BGB (German Civil Code), i.e. natural or legal persons or a partnership with legal capacity who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity. Furthermore, the contract conclusion shall only be permitted to natural persons and legal entities with unlimited legal capacity as well as only in their own name and on their own behalf. The contract conclusion for legal entities shall only be permitted to persons who act as legal representatives or other authorized persons of the respective legal entity or on its behalf and will. Customers must either have reached the age of 18 at the time of registration and contract conclusion, or their legal representatives must have consented to the registration and contract conclusion.

3.4. There is no right to conclude a user contract or any other contract. BidX reserves the right to refuse the registration and the contract conclusion without giving reasons.

3.5. The data requested during registration and within the framework of the contract conclusion shall be provided completely and truthfully by the customer. The same shall apply to data requested when providing the services. If the data changes subsequently, the customer is obliged to update the information immediately. BidX is entitled to verify the data provided in individual cases and to request further information from the customer. Upon BidX's request, the customer shall confirm the data.

4. Payment method

4.1. The provisions in the section B, C and D shall apply to the individual services.

4.2. The customer may be charged with additional costs by third parties in connection with the use of the automation services (e.g. for the use of telecommunication networks); BidX has no influence on such costs.

4.3. The remuneration owed by the customer shall be paid only by using the payment methods supported by BidX. The supported payment methods are listed on the website. BidX reserves the right to refuse individual payment methods for selected customers if there is reasonable cause e.g. if a return debit note or payment cancellation or insufficient funds in the bank account to be debited is expected.

4.4. All prices are exclusive of the statutory value-added tax.

5. Confidentiality

5.1. The customer is obliged to keep the login data, passwords, etc. secret and not to pass on his/her access data to unauthorized third parties and to log out after each session. Declarations and actions that are made or committed after a login with the customer's password and e-mail address may be attributable to the customer even if he has no knowledge of them. An attribution takes place in particular if the customer intentionally or negligently provides third parties (including family members) with access to the password or the account. The customer must inform BidX immediately as soon as he/she becomes aware that the access data are accessible and known to unauthorized third parties.

5.2. In the case of a justified suspicion that access data became known to unauthorized third parties, BidX is entitled but not obliged, for security reasons, to change the access data independently without prior notice or to block the use of the account at its own discretion. BidX shall inform the customer of this without delay and shall provide new access data on request within a reasonable period of time. The customer has no right to demand that the original access data be restored.

6. Granting usage rights to customer contents

6.1. In order for BidX to be able to provide the service, the customer grants BidX the simple, spatially, temporally and content unlimited right of use to all contents (e.g. logos, pictures, videos, texts) (hereinafter "customer contents") posted by him/her on the website and contained within the scope of the Amazon-ID (hereinafter "license"). In particular, this includes the right of reproduction, use, operation, copying, public presentation or display, distribution, modification, translation and creation of derived versions of distribution as well as the right of editing. In particular, BidX is entitled to process, prepare and adapt the customer content technically in such a way that it can also be displayed on mobile receiving devices or in services and software applications of third parties.

6.2. The license shall be terminated, once a customer deletes his/her customer content or account.

6.3. The customer guarantees that he/she is the owner of the transferred rights and that it is possible for him/her to effectively grant the license in Section 6.1. The customer also guarantees that the customer content does not infringe any rights of third parties, in particular no trademark, competition, copyright, property or personal rights.

7. Granting usage rights to custom functions

Upon request, BidX offers customers development services relating to custom functions within the services. BidX grants the customer a simple, worldwide right of use to the development services, limited in time to the term of the license agreement and in content to the use within the services.

8. Availability

8.1. BidX guarantees 98% accessibility of services on a quarterly basis. Downtimes that are not based on a breach of duty by BidX, such as attacks on BidX systems by third parties, hardware failures through no fault of BidX or cases of force majeure, as well as related unscheduled and scheduled maintenance work are not taken into account. The possibilities of use may be restricted or temporarily interrupted by maintenance work, further development or malfunctions. This can lead to data loss under certain circumstances

8.2. Plannable maintenance work takes place regularly between 10 pm and 6 am CET and is announced to the customer at least three (3) days in advance by e-mail. Plannable maintenance work will affect the availability of the services for a maximum of ten (10) hours during a calendar month

8.3. BidX provides the services only on the website. Errors or disturbances outside BidX's sphere of influence, such as the functionality of the API of the amazon.de platform, operated by Amazon Europe Core S.à.r.l. (hereinafter “amazon platform”) or the provision of the correct parameters by the customer are not subject to BidX's obligation to perform. In the event of errors or disruptions outside BidX's sphere of influence, the customer shall remain obliged to pay the corresponding remuneration.

8.4. The customer is responsible for creating, maintaining, operating and, if necessary, updating a sufficiently dimensioned hardware and software environment for the use of the services. The necessary requirements for the service use can be viewed by the customer in the FAQ on the website at any time.

9. Term and termination of the user contract

9.1. The user contract can be terminated by both parties at any time, subject to the following sentence, with a notice period of fourteen (14) days to the end of the month. If the customer has concluded a service contract in accordance with the sections B., C. or D. before the cancellation of the user contract, the cancellation will not take effect until the contracts have been completely carried out, canceled or terminated in any other way. In the event of termination, the account will be maintained for as long as is necessary for the processing of completed subscriptions.

9.2. The notice periods of the services shall be in accordance with the provisions of sections B., C. or D.

9.3. Notwithstanding the above provision, BidX may terminate subscriptions without notice if the customer is in default for two consecutive months with the payment of the remuneration or a not inconsiderable part of the remuneration or, in a period of more than two months, with the payment of the remuneration in the amount of an amount which reaches the remuneration for two months.

9.4. The right to terminate without notice for cause remains unaffected.

9.5. An e-mail to hello@bidx.io or any other message in text form to BidX is sufficient for the termination notices. Alternatively, the termination can also be made via the customer's account

10. Execution of the termination

The personal data provided by the customer and the account will be deleted by BidX upon termination of the user contract; in the event of termination by BidX, the customer will have the option of viewing and, if necessary, backing up his stored data for at least 2 weeks. If BidX is entitled not to delete data for legal or other reasons, BidX may alternatively also block it; if this authorization is omitted, the data will be deleted by BidX.

11. Warranty

If not otherwise agreed in the sections B., C., D., or hereinafter, the statutory warranty shall apply.

12. Liability limitation

12.1. Subject to the further provisions of this clause 12, BidX shall only be liable if and to the extent that BidX, its legal representatives, executives, employees or other vicarious agents are charged with intent or gross negligence. In the event of BidX's default in payment or the impossibility of performance for which BidX is responsible, and in the event of a breach of material contractual obligations (so-called cardinal obligations), BidX shall, however, be liable for any culpable conduct of its own or that of its legal representatives, executives, employees or other vicarious agents. Essential contractual obligations are defined abstractly as those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely.

12.2. Except in case of willful intent or gross negligence on behalf of BidX, its statutory representatives, executive staff, employees or other vicarious agents, liability shall be limited to such damages foreseeable at the time of conclusion of the contract.

12.3. The limitations of liability contained in clauses 12.1 and 12.2 shall not apply in case BidX has assumed an explicit representation/guarantee as well as in case of any claims due to lack of warranted characteristics and any damage resulting from any injury to life, limb or health. With respect to any default of BidX the limitations of liability contained in clause 12.2 shall not apply to any claims for default interest, the default lump sum pursuant to §§ 288 Abs. 5 BGB (German Civil Code) and any legal costs incurred due to default.

12.4. Claims under the Product Liability Act shall remain unaffected by the provisions of this clause 12.

13. Assignment of claims

13.1. The customer is only entitled to assign claims arising from or in connection with the business relationship with BidX with the prior written consent of BidX; § 354a HGB (German Commercial Code) remains unaffected.

13.2. Unless otherwise agreed in individual cases, neither party shall be entitled to offset claims of another party under this agreement or to assert a right of retention with regard to an obligation arising from the business relationship, unless the claims of the respective party asserting a right to offset or retention are ready for decision and undisputed or have been recognized by the other party or have been established by a final decision of a competent court or arbitration court; this restriction shall not apply to synallagmatic, i.e. mutually interdependent claims.

14. Language, contract text, applicable law, exclusion of foreign terms and conditions, place of jurisdiction

14.1. The contract language is German. In the event that the texts of these GTC provided by BidX are interpreted differently in German and English, the German version shall prevail.

14.2. The contract text of the user contract as well as the contract texts of the subscriptions and the other contract texts are only accessible to the customer on the website in the current version. However, the respective contract text is sent to the customer by e-mail and can thus be saved or printed out by the customer.

14.3. These GTC and the user contract regulated therein as well as the subscriptions regulated therein are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

14.4. The validity of the customer's general terms and conditions of contract or business is expressly excluded. This also applies if BidX has not expressly objected to the customer's conditions and/or provides services without contradiction.

14.5. The exclusive place of jurisdiction for all legal disputes arising from or in connection with the GTC shall be the registered seat of BidX. In all other respects, the statutory places of jurisdiction shall apply.

14.6. The place of performance for companies within the meaning of § 14 Abs. 1 BGB is the registered office of BidX

15. Amendments to the GTC

15.1. Changes to these GTC must be made in text form. There are no ancillary agreements

15.2. BidX reserves the right to change these GTC at any time without giving reasons, unless the change is unreasonable for the customer. BidX will inform the customer immediately by e-mail about changes to the GTC. If the customer does not object to the validity of the amended GTC within a period of four weeks after receipt of the amended GTC, the amended GTC shall be deemed accepted by the customer. BidX will inform the customer separately of the deadline and its significance in the e-mail announcing the changes.

15.3. If any provision of these GTC is invalid, the remaining provisions shall remain unaffected. The ineffective provision shall be deemed replaced by a provision that comes as close as possible in a legally effective manner to the sense and purpose of the ineffective provision. The same applies to possible loopholes in the regulations.

B. Special section: Amazon Advertising automation as a service

1. Service description

1.1. By providing its software solution (so-called Software as a Service, SaaS) on the website for a limited period of time, BidX offers the customer the option to design, manage and evaluate advertising measures on the amazon platform (hereinafter "automation services"). The scope of use of the automation services can be selected by the customer within the scope of various subscriptions and results from the service description in the version applicable at the time of contract conclusion.

1.2. BidX offers the adaptation and evaluation of the customer's advertising measures on the amazon platform on the basis of the customer's information. The customer is responsible for the completion, correctness, legality, up-to-dateness, quality and suitability of the data, content, parameters and information (hereinafter "parameters") provided by the customer. BidX does not undertake to check the parameters provided by the customer for completeness, correctness, legality, up-to-dateness, quality and suitability for a particular purpose or the contractually intended purpose.

2. Booking of automation services

2.1. Within the first fourteen (14) days after successful registration according to clause A. 3.2, the customer may use the automation services free of charge (hereinafter "trial period"). After expiry of the trial period, the customer may use the automation services only on the basis of a contract subject to a charge (hereinafter "subscription”)

2.2. The legally binding contract conclusion regarding a subscription for the automation service shall take place as set out below:

a. The presentation of the subscription on the website does not constitute a legally binding offer, but a non-binding invitation to submit an offer (invitatio ad offerendum).

b. The contract shall only be concluded by using the form provided on the website (hereinafter "order form"). To conclude the subscription, the customer shall fill out the order form completely.

c. By submitting the order form the customer submits an offer to conclude a subscription. Furthermore he/she agrees with the validity of the GTC.

d. The receipt of the offer will be confirmed by BidX immediately by an acknowledgement of receipt.

e. Acceptance of the offer by BidX shall be made by declaration of acceptance in text form or provision of the automation services to the customer.

3. Booking of add-ons

3.1. The customer has the option to add further services (hereinafter referred to as "add-ons") to a subscription on a one-time basis or also in the form of a permanent subscription. The contract shall be concluded as set out in section B. 2.2.

3.2. The scope of services of the add-ons is defined in the service description on the website in the version applicable at the time of contract conclusion as well as in the agreements of the parties.

4. Prices and payment conditions

4.1. The use of the automation services as well as the add-ons are subject to a charge.

4.2. The prices of the automation services and the add-ons shall be governed by the price list for the one-time, monthly or annual remuneration valid at the time of the contract conclusion.

4.3. The remuneration owed by the customer shall be due for payment in advance at the beginning of each booking period (once, monthly or annually).

5. Term and termination of the subscription for the automation services and the add-on

5.1. The subscription for automation services has the term as set out in the service description (monthly or annually).

5.2. The subscription for automation services

a. can be terminated in case of a monthly term with a notice period of fourteen (14) days to the end of the respective term

b. and in case of an annual term with thirty (30) days' notice to the end of the respective term.

5.3. If an add-on is a recurring service, the term is based on the term of the selected subscription and ends with the subscription termination. Alternatively, the add-on can be terminated separately with the same notice periods as the subscription.

6. Warranty

The statutory liability for defects irrespective of fault shall, subject to the provision in clause A. 12., is expressly excluded by BidX in the area of tenancy law and similar usage relationships for defects already existing upon conclusion of the contract (see § 536a Abs.1 Alt. 1 BGB).

7. Enterprise services

7.1. BidX can agree on special terms with enterprise customers upon request.

7.2. In this case the legally binding contract conclusion for automation services shall take place as set out below

1. The contract shall only be concluded using the personalized order form provided to the enterprise customer. To conclude the subscription, the customer shall fill out the personalized order form fully. In the personalized order form, the parties shall make deviating agreements in accordance with the sections B. 2.1, 3., 4.2, 4.3, 5.2 and 5.3 If the parties do not make any arrangements in this respect, the respective clauses shall also apply accordingly to the enterprise customers.
2. By submitting the order, the customer submits an offer to conclude a subscription under the conditions specified in the personalized order form and accepts the validity of these GTC.
3. The receipt of the order will be confirmed by BidX immediately by an acknowledgement of receipt.
4. Acceptance of the offer by BidX shall be made by declaration of acceptance in text form or provision of the automation services to the enterprise customer.

C. Special section: Managed services

1. Service description

BidX also offers the customer a package of the automation services, add-ons and additional consulting services relating to the creation, customization and analysis of advertisements (hereinafter "managed services"). The scope of services of the managed services results from the service description on the website as well as the agreements of the parties as set forth in the order form pursuant to section C. 2.a.

2. Booking of managed services

The legally binding contract conclusion of a subscription regarding the managed services shall take place as set out below

1. The contract shall only be concluded using the personalized order form provided to the customer. To conclude the subscription, the customer shall fill out the personalized order form fully.
2. By submitting the order, the customer submits an offer to conclude a subscription under the conditions specified in the personalized order form and accepts the validity of these GTC.
3. The receipt of the order will be confirmed by BidX immediately by an acknowledgement of receipt.
4. Acceptance of the offer by BidX shall be made by declaration of acceptance in text form or provision of the managed service to the customer.

3. Prices and payment conditions

3.1. The use of the managed services is subject to a charge. The remuneration listed between the parties in the order form as well as the payment interval listed therein shall be decisive.

3.2. The remuneration owed by the customer for the managed services shall be due for payment in advance at the beginning of each booking period (once, monthly or annually).

4. Term and termination of the managed services

4.1. The term and notice period specified in the personalized order form pursuant to clause C. 2.a. shall apply to the managed services.

4.2. If no agreements have been made in the personalized order form pursuant to clause C. 2.a., the managed services can be

1. terminated with fourteen (14) days' notice to the end of the respective term in the event of a monthly term
2. and with thirty (30) days’ notice to the end of the respective term in the case of an annual term.

D. Special section: DSP-services

1. Service description

1.1. BidX provides the customer with the option to run programmatic advertising via the Amazon Demand Side Platform (hereinafter "Amazon DSP"). Therefore, BidX provides the customer with consulting services and the provision of a software solution limited in time (hereinafter “DSP-services").

1.2. The scope of the DSP-services is subject to the service description set out on the website and the agreements between the parties in accordance with the personalized order form under section D. 2.a.

1.3. If the customer is an owner of an Amazon DSP access and wishes to use the DSP-services, the customer shall provide BidX with access to the customer’s account.

2. Booking of DSP-services

The legally binding contract conclusion regarding the DSP-services shall take place as set out below

1. The contract shall only be concluded using the personalized order form provided to the customer. To conclude the subscription, the customer shall fill out the personalized order form fully.
2. By submitting the order, the customer submits an offer to conclude a subscription under the conditions specified in the personalized order form and accepts the validity of these GTC.
3. The receipt of the order will be confirmed by BidX immediately by an acknowledgement of receipt.
4. Acceptance of the offer by BidX shall be made by declaration of acceptance in text form or provision of the managed service to the customer.

3. Prices and payment conditions

3.1. The monthly fee for the use of the DSP-services (hereinafter "management fee") is calculated according to the percentage share of the Amazon DSP Advertising Spend (hereinafter "media budgets") listed in the personalized order form pursuant to section D. 2.a. Unless otherwise agreed, the percentage share of the Amazon DSP Advertising Spend shall be 15%.

3.2. The parties agree on the monthly media budgets in accordance with the personalized order form under section D. 2.a.

3.3. The parties may set a minimum fee for the use of the DSP -services. The minimum fee may increase as agreed by the parties in the personalized order form pursuant to section D. 2.a. for specified thresholds of advertising expenses increases.

3.4. The management fee owed by the customer as well as the planned media budgets are each due for payment two (2) months in advance, unless otherwise agreed in the personalized order form pursuant to section D. 2.a.

3.5. In the personalized order form pursuant to section D. 2.a., the parties agree on a minimum return of advertising spend (ROAS). If the media budget cannot be invested under this restriction, the remaining media budget will be refunded. Management fees paid will not be refunded.

4. Term and termination of the DSP-services

4.1. The term and the periods of notice specified on the order form in accordance with section D. 2.a. shall apply to the DSP-services.

4.2. If no agreements have been made in the personalized order form pursuant to clause D. 2.a., the DSP-services can be

1. terminated with fourteen (14) days' notice to the end of the respective term in the event of a monthly term
2. and with thirty (30) days’ notice to the end of the respective term in the case of an annual term.

Last updated: January 2023