1.1 FrontNow GmbH, Zimmerstr. 94, 10117 Berlin (hereinafter referred to as "Provider" or "we") offers internet-based applications for the digitalization of sales, performance and product scouting as well as purchasing processes for trade customers and suppliers (hereinafter referred to as "FrontNow Services"), which can be accessed via the website frontnow.com (hereinafter referred to as "Website") in accordance with these General Terms and Conditions (hereinafter referred to as "GTC").
1.2 The offer of the Provider is directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code) who act within the scope of their commercial or independent professional activity (hereinafter referred to as "Customers").
1.3 These GTC apply to the use of our website and the FrontNow services by the Customer in accordance with the current product description. For additional services of the Provider, which can be booked on the website by the Customers or which are agreed upon individually, these GTC as well as the supplementary GTC of the respective service apply.
1.4 The GTC of the Provider shall apply exclusively. Contractual conditions of the customers do not apply. Against confirmations of the customer with reference to his own terms and conditions is expressly contradicted. Subsidiary agreements take precedence over these GTC, but require at least the text form (in the sense of § 126b BGB).
1.5 The customer shall be notified of any amendments to these GTC in writing, by fax or e-mail or via the customer mailbox on the website. If the customer does not object to these amendments in text form within four weeks after receipt of the notification, the amendments shall be deemed agreed. The customer shall be informed separately of the right to object and the legal consequences of silence in the event of an amendment. If the Customer declares his objection, the Provider is entitled to extraordinary termination of the contract within 15 days after receipt of the objection.
2.1 Prerequisite for the provision of the FrontNow services is the registration by the Provider. The FrontNow services are only available to the customers defined in 1.2. There is no entitlement to admission.
2.2 The application for admission to the FrontNow services takes place via the registration function on the website. For this purpose, the Customer must provide its company data and indicate whether it wishes to use the FrontNow Services as a Supplier or as a Purchaser. The application for admission can also be made via any other form of order to set up a customer account (e.g. by telephone, e-mail, fax, letter). Acceptance of the application for admission is effected by means of an admission confirmation by e-mail. The admission constitutes a contract between the Customer and the Provider for the use of the FrontNow services subject to these GTC.
2.3 The Customer warrants that the information provided to the Provider, in particular during the admission process (pursuant to 2.2), is true and complete. He undertakes to notify the Provider immediately of any future changes to the information provided.
2.4 Actions using the respective customer account are generally attributable to the respective customer. Customers are responsible for all declarations of intent made themselves or by third parties on the website via their customer account.
2.5 The Provider is entitled to withdraw a customer's admission or to block the customer's access to the FrontNow services if there is sufficient suspicion that the customer has violated the GTC. The Customer may avert this measure if he eliminates the suspicion by submitting suitable evidence at his own expense.
3.1 The Website is a platform on which companies from the retail trade and manufacturers, suppliers and dealers can network. For this purpose, the Provider also offers other service packages and additional services or add-ons through which suppliers and producers are supported in establishing contact with retailers. Among other things, the FrontNow services offer an integrated and automated messaging system to facilitate communication between customers, as well as between the supplier and the customer.
3.2 The Services provided by the Provider shall consist, inter alia, of:
a. Provision of the usage options of the Website after admission of the Customer in accordance with Section 2;
3.3 The Provider owes an annual average availability of the FrontNow services for the agreed services of 95%. This includes necessary maintenance work. An interruption may not persist for more than 48 hours.
3.4 The Provider reserves the right to change or extend the content and structure of the FrontNow services as well as the associated user interfaces if this does not or not significantly affect the fulfillment of the purpose of the contract concluded with the Customer. The Provider shall inform the Customer of such changes accordingly.
4.1 The Customer is obligated to notify the Provider without undue delay of any software errors, malfunctions or technical changes occurring in his area of use of the FrontNow services if such errors, malfunctions or technical changes are likely to impair the provision of services or the security of the website. Likewise, the Customer undertakes to cooperate in the clarification of attacks by third parties on the FrontNow services to the extent such cooperation is required.
4.2 The Customer is obligated to name a competent employee as contact person to the Provider who can provide the information required for the execution of the contract and who can make or arrange for decisions to be made by the Customer.
4.3 The Customer shall procure and maintain at its own expense the technical operating environment necessary for the use of the FrontNow Services.
4.4 The Customer undertakes vis-à-vis the Provider to observe applicable law and all rights of third parties when using the FrontNow Services. Customer further undertakes in particular:
4.5 The Customer is prohibited from distributing and/or publicly reproducing contents and information of the FrontNow Services (in particular texts, logos, pictures, diagrams, graphics, evaluation results, customer data, etc.) or transferring them to external systems and/or databases, unless such distribution and public reproduction is provided for within the scope of the intended use of the FrontNow Services.
4.6 Customer undertakes to protect its account against unauthorized access by means of a sufficiently secure password and to change the password regularly. The Customer is obligated to keep his password and all data enabling unauthorized access via his account secret and to change them immediately or to have the password reset by the Provider if he suspects that unauthorized third parties have gained knowledge thereof. The Customer shall ensure that any employees who are provided with access data also comply with these obligations. The Provider reserves the right to change a Customer's login data and password; in such a case, the Provider shall inform the Customer thereof without delay.
4.7 The Provider's service may not be made available to third parties unless this has been expressly agreed by the parties or is provided for within the scope of the intended use of the FrontNow services.
4.8 The Customer undertakes to refrain from any action that may jeopardize or disrupt the functioning of the website and not to access data to which the Customer is not entitled. Furthermore, he must ensure that his information and posted data transmitted via the platform are not infected with computer viruses or similar. The Customer undertakes to compensate all damages resulting from the Customer's failure to comply with these obligations and furthermore to indemnify the Provider against all claims of third parties, including attorney's fees and court costs, which such third parties assert against the Provider due to the Customer's failure to comply with these obligations.
5.1 The Provider grants the Customer a limited, simple, non-transferable and non-sublicensable license to access and make its own commercial use of the FrontNow services. This license does not include any resale of FrontNow Services or Content, any collection and use of any performance or product information, descriptions, or prices, any derivative use of FrontNow Services or Content, any downloading or copying of account information for the benefit of another merchant or vendor, or any use of data mining, robots, or similar data gathering and extraction programs. No FrontNow Services nor any portion thereof may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without our express written consent.
5.2 Insofar as the Customer provides the Provider with protected content (e.g. images, graphics, logos, trademarks, product descriptions and other content protected by copyright or trademark law), the Customer grants the Provider all rights necessary for the performance of the contractual agreement. This includes, in particular, the right to make the relevant content - including all proprietary rights - available to the public online and offline within the scope of the FrontNow services, on the website, in brand catalogs or other sales materials.
5.3 In this context, Customer warrants that it owns all necessary rights to Customer Materials provided in order to grant the corresponding rights to Provider.
5.4 In this context, the Customer undertakes to indemnify the Provider against any liability and any costs, including potential legal fees and court costs, if a claim is made against the Provider by third parties as a result of alleged copyright or trademark infringements. The Provider shall notify the Customer of the claim and, to the extent legally possible, give the Customer the opportunity to defend the asserted claim. At the same time, the Customer shall immediately provide the Provider with all information available to it regarding the facts that are the subject of the claim.
5.5 Any further claims for damages of the Provider shall remain unaffected.
5.6 Unless otherwise agreed, the Customer agrees to be named as a reference customer by the Provider. Upon notification by the Customer, the Provider shall remove the Customer from the list of reference customers. This also includes the use of possibly protected contents in the sense of 5.2.
6.1 The servers of the Provider are secured according to the state of the art, in particular by firewalls; however, the Customer is aware that there is a risk that transmitted data can be read during transmission. This applies not only to the exchange of information via e-mail leaving the system, but also to the integrated messaging system and all other transmissions of data. The confidentiality of data transmitted in the course of using the marketplace can therefore not be guaranteed.
6.2 The Customer agrees that the Provider may store information and non-personal data about the course of negotiations as well as the behavior of Buyers or Suppliers during the execution of these transactions in anonymized form and use it exclusively in this anonymized form for marketing purposes, e.g. for the preparation of statistics and presentations.
6.3 During the term of this Agreement, the Provider shall be entitled to process and store the non-personal data received from the Customer in connection with the business relationship. Specifically, the Customer agrees that the Provider may:
6.4 Furthermore, the Provider shall treat all data concerning the Customer, which are marked as confidential by the Customer, as confidential and shall only use them in accordance with these GTC. The Provider reserves the right to deviate from this if it has to disclose Customer data due to legal or official orders.
6.6 The Provider is entitled to use the Customer's e-mail address(es) stored in the Customer's account to inform the Customer about its own similar products and services. The use of the e-mail address for this purpose can be objected to at any time by sending an e-mail to the e-mail address of the provider indicated in the imprint of the website.
6.7 The obligations under this clause 6 shall continue to apply even after termination of this contract.
7.1 The provider does not check the content uploaded by the customer. The provider acts exclusively on information provided by the customer or third parties, if an infringement is alleged.
7.2 The Provider assumes no responsibility for content, data and information provided by Customers in the course of using the FrontNow services. This applies in particular, but not exclusively, to information about products, services, promotions, prices, terms of delivery, etc. The provider cannot guarantee that the information is complete, true, accurate, lawful or appropriate. The responsibility lies with the respective customer.
7.3 If the Customer notices any use of the FrontNow services that violates the law or the contract, the Customer shall report such use to the Provider.
7.4 Customers are prohibited from placing content on the website, e.g. by means of links, which violates legal regulations, official orders or morality. Furthermore, they are prohibited from posting content that violates the rights, in particular copyrights or trademark rights, of third parties.
7.5 The Provider reserves the right to block third-party content upon notification by third parties if such content is punishable under the applicable laws or is recognizably used for the preparation of punishable acts.
7.6 The Customer shall indemnify the Provider against all claims asserted by third parties against the Provider due to an infringement of their rights or due to legal violations based on the content posted by the Customer, provided that the Customer is responsible for such infringement. In this regard, the customer also assumes the costs of the legal defense of the provider, including all court and attorney fees.
8.1 The contract is concluded for an indefinite period. It begins with the admission by the Provider in accordance with Section 2. In any case, the contract ends with the termination of the website operation by the Provider.
8.2 The Agreement may be terminated by either party with 30 days' notice to the end of the month.
8.3 Each party has the right to terminate the contract for good cause without observing the notice period. An important reason for the Provider is in particular:
8.4 The provisions of Sections 8.1. to 8.3. may deviate if the Customer makes use of further additional services of the Provider. In this case, the provisions of these GTC shall be supplemented by the supplementary GTC of the respective additional service and replaced in the event of a contradiction between individual provisions.
8.5 The termination can be declared to the Provider in text form, e.g. by e-mail to email@example.com.
8.6 After termination of the contract, the Provider shall delete data related to the present contract, unless there are legal obligations or rights to retain data.
8.7 In the event of a loss of use - for whatever reason - the Customer shall not be entitled to claim damages or reimbursement of expenses. In the event of a loss of use that is not due to intentional or grossly negligent conduct on the part of the Provider, the Customer shall have neither the right to a reduction in price nor to extraordinary termination.
9.1 The provider is liable for intent and gross negligence without limitation, for slight negligence, however, only in the event of a breach of material contractual obligations. An essential contractual obligation is the provision of FrontNow services to eligible customers in accordance with the provisions of these GTC. Liability for breach of this material contractual obligation shall be limited to the damage typical for the contract - if actually incurred - which the Provider could have expected at the time of conclusion of the contract based on the circumstances known at that time.
9.2 The Provider shall not be liable for disruptions within the service network that are not the fault of the Provider and for cases in which the services are not suitable for the Customer's purposes or the website does not function with the software or hardware available at the Customer.
9.3 The Provider shall only be liable for the loss of data in accordance with the above paragraphs if such loss could not have been avoided by reasonable data backup measures on the part of the User.
9.4 The liability of the Provider does not extend to impairments of the contractual use of the services provided by the Provider that have been caused by improper or incorrect use by the Customer.
9.5 The above limitations of liability shall apply mutatis mutandis to the benefit of the Provider's vicarious agents.
9.6 Insofar as the website offers the possibility of forwarding to databases, websites, services, etc. of third parties, e.g. by the provider, the customer shall not be liable. The provider is not liable for accessibility, existence or security of these databases or services, nor for the content of the same. In particular, the provider is not liable for their legality, accuracy of content, completeness, timeliness or the like.
The Provider offers additional services for the Customers on the Website, for which the contracting parties may conclude separate contracts. The corresponding additional GTC applicable to these additional services shall take precedence over the provisions of these GTC and shall be supplemented by these GTC. Insofar as additional services are subject to payment, the relevant regulations in the additional GTC must be observed in particular.
The assignment of rights and obligations under this contract is only permitted with the prior written consent of the provider. The Provider is entitled to entrust third parties with the fulfillment of the obligations arising from this contract.
12.1 The contracting parties agree that communication - also in contractual matters - can take place by e-mail. The Customer undertakes to always store a current e-mail address in his account. The e-mail address of the provider can be found on the website in the imprint or on the page "Contact".
12.2 Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part and/or should an essential point not be regulated in these GTC, the validity of the remaining provisions shall not be affected thereby. In such a case, the contracting parties undertake to replace or supplement the invalid or unenforceable or unregulated provision by mutual agreement with a valid, enforceable provision that corresponds as closely as possible to the spirit and purpose of the GTC. The right of the Provider to amend these GTC within the scope of the provision pursuant to Section 1.5. shall remain unaffected.
12.3 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
12.4 The GTC shall also apply in terms of rights and obligations to all legal successors of the contracting parties, provided that none of the contracting parties expressly objects to the continuation of the contract in text form.
12.5 The place of jurisdiction for all disputes arising from and in connection with these GTC is the registered office of the Provider. In addition, any other statutory place of jurisdiction shall apply to actions of the Provider against the Customer.
Last Edited on 2021-08-30