General Terms and Conditions (GTC)
for weePartner (offline dealer)
(Status 07.2020)

A. General Terms and Conditions (GTC) for weePartner (offline dealer)

A. General Terms and Conditions (GTC) for weePartner (offline dealer)

Table of contents

  1. Scope of application and contractual partners
  2. Registration and conclusion of contract
  3. Payment transactions
  4. weeAccounts
  5. Cashback
  6. Fees 6.1 Service charge, payment on account 6.2 Commissions
  7. Accounting
  8. Customer cards
  9. System setup and operation of the weePOS app
  10. Obligations of the weePartner
  11. Breach of contract, liability and release
  12. Deactivation of weeAccounts
  13. Complaint management, mediation
  14. Intellectual property, advertising material and other benefits
  15. Warranty
  16. Liability of weeConomy
  17. Confidentiality agreement
  18. Duration and termination of the contract
  19. Amendment of the contractual conditions
  20. Applicable law and place of jurisdiction
  21. Other agreements

General Terms and Conditions (GTC) for weePartner (offline merchant)

(Status 07.2020)

The weeGroup uses an electronic platform (hereinafter "weeMarketplace") to refer customers (hereinafter "weeMembers") to online and stationary retail shops (hereinafter jointly "weePartners"). weeMembers can benefit from the weeConomy cashback system. The cashback system consists of refunds (hereinafter "cashback") that weeMembers receive when they purchase goods or services from weePartners via the weeMarketplace. The cashback can be used as a general means of payment.

1. Scope of application and contractual partners

(1) These GTCs shall apply to the participation of a weePartner in the wee marketplace and cashback system. The GTC apply to all accounts registered from the date of online publication as shown above, or to pre-existing accounts whose holders have subsequently agreed to their validity.

(2) The contractual partner of the weePartner is weeConomy AG. Burgstrasse 8, 8280, Kreuzlingen, Switzerland, commercial register number (UID): CHE-114.819.805 (Commercial Registry Office of the Canton of Thurgau), tel: + 41 71 688 6863, e-mail: info@wee.com (hereinafter "weeConomy").

(3) Participation in the weeMarketplace and the cashback system requires the registration and acceptance of these GTC. Conflicting terms and conditions of the weePartner will not be accepted.

2. Registration and conclusion of contract

(1) Participation in the wee marketplace and cashback system requires the registration of the weePartner and acceptance of these GTC. The registration of the weePartner shall be effected via the website www.wee.com (hereinafter the “Website”) by sending the completed registration form. The registration form (https://my.wee.com/register-business) is deemed to be an integral part of the agreement between the weePartner and weeConomy. weePartners shall complete the registration form carefully and truthfully.

(2) Registration as a weePartner is only possible for natural or legal persons engaging in commercial activities. Registration requires the following information:

(3) After sending the registration, the interested parties shall receive an e-mail to the e-mail address they provided, which contains a link to confirm the registration. Only when this link is clicked the contract between the interested parties and weeConomy enters into effect, provided the interested party meets the conditions of participation in the wee services provided above. All information entered into the registration form may be revised at any time until the registration is complete.

(4) Once the registration has been completed and these GTC have been accepted, the personal account of the weePartner (the "myweeArea") is activated on the weeMarketplace. Via the weemy area, the weePartner shall be given access to his or her payment account ("weeAccount") for the purpose of processing payment transactions, once the payment account has been set up with the payment service provider (Clause 3). weePartners can access their weeAccount using their user name and password, either via an app (the "weeApp") available for IOS and Android, or via the weePOS app or via the Website. User name and password shall be determined by the weePartner during the registration process.

(5) weeConomy will ensure compliance with the obligations of the European General Data Protection Regulation (GDPR). Details are set out in the Privacy Policy, which must be acknowledged as part of the registration process.

(6) weeConomy reserves the right in individual cases to refuse to register a weePartner without giving reasons.

3. Payment transactions

(1) The payment transactions for the cash back payments are carried out by a licensed payment service provider, Mangopay S.A. Luxembourg (hereinafter "Mangopay"). This requires the opening of a payment account with Mangopay, in which the weePartners shall participate. Details are contained in the contractual terms and conditions of Mangopay, that shall be accepted by the weePartner. When opening a payment account, weePartners will be supported by dedified Germany UG, Berlin (hereinafter "dedified"), whose terms and conditions shall also be acknowledged.

PDF: FRAMEWORK AGREEMENT FOR PAYMENT SERVICES MANGOPAY

PDF: TERMS AND CONDITIONS DEDIFIED (GTC)

PDF: PRIVACY NOTICE

(2) Prior to disbursements from the payment account, weePartners shall identify themselves to Mangopay for anti money-laundering purposes. This requires the submission of the following documents:

(a) weePartners who are natural persons

(b) weePartners who are legal entities:

(3) The weePartner agrees to these terms and conditions and gives his or her consent to the disclosure of the information referred to in clauses 2 (2) and 3 (2) to dedified and Mangopay for the purpose of opening a payment account.

4. weeAccounts

(1) For each weePartner, Mangopay maintains three accounts. A prepaid account, a commissions account and a clearing account (together the "weeAcounts").

(2) On the prepaid account, all payments on account according to section 6.1 are booked, which are available for cashback payments. Cashback payments shall be made from the prepaid account only. In addition, the service charge shall be deducted from the prepaid account. A debit account balance is not admissible. Reimbursements from the pre-paid account to the weePartner are not permitted. If a weePartner has not made the payment on account according, or has not made it in full, and if the weePartner's prepaid account shows too little or no credit balance, the weePartner's weeAccount is set to "inactive". The weePartner will then not be able to carry out any transactions on the weeMarketplace and will no longer be displayed on the weeMarketplace with his or her personalised page. The weePartner will then be automatically requested to make another payment on account immediately.

(3) Commissions according clause 6.2. are booked on the broker fee account.

(4) weeMember payments are booked on the clearing account.

(5) The weePartner may only use credit balances in the broker fee and clearing account for reimbursements to his or her own bank account.

(6) The weeAccounts are managed in WEE. One WEE is one Euro. No interest is paid on credit balances.

5. Cashback

(1) The weePartner undertakes to provide the weeMembers with cash backs by transferring the corresponding amounts to their weeAccounts with Mangopay.

(2) The amount of the cashback is determined by the weePartners. The cashback must be at least 0.01 Wee or 1% of the gross price of the goods or services purchased by weeMembers from the weePartner, and will be published on the www.wee.com website. Amounts with three or more decimal places will be rounded to the second decimal place.

6. Fees

6.1 Service charge, payment on account

(1) The weePartner is obliged to pay a participation and service fee (hereinafter referred to as the "Service Fee") to weeConomy for participation in the wee marketplace. The Service Fee depends on the amount of cash back payments. The Service Fee shall be payable when a weeMember purchases goods and/or other services from the weePartner.

(2) The amount of the Service Fee to be paid by the weePartner to weeConomy shall be 30% of the cashback amount, the minimum being EUR 0.01, and shall be charged up to a maximum of 3% of the gross purchase price of the goods or services purchased by a weeMember from the weePartner on the weeMarketplace or using weeApps with weeCards or QR code. Amount with three or more decimal places shall automatically be rounded to the second decimal place.

6.2 Commisions

(1) weePartners are entitled to comissions if they recruit new customers for the cashback system.

(2) The weePartner shall receive a commission (10% of the Service Fee) credited to his commissions account for each transaction executed with the issued weeCard or invited customers (see (Clause 8).

(3) The commission claim arises with the first cashback payment to a new registered customer or weeCard.

(4) If the payment of the credit balance to a bank account involves fees, these fees shall be charged to the weePartner.

7. Settlement

(1) weeConomy shall provide the weePartner with a monthly overview of the transactions carried out and the fees incurred in the myweeArea (hereinafter the "Account Statement").

(2) The weePartner shall be responsible for retrieving and taking note of the Account Statement.

(3) The weePartner expressly acknowledges the Account Statement as binding, unless an objection to weeConomy is submitted within four weeks of its being made available on the weeAccount.

8. weeCards

(1) weePartners may purchase loyalty cards from weeConomy and distribute them to potential weeMembers. weeCards may be issued to potential weeMembers in the form of physical loyalty cards or via an invitation link. In the following, loyalty cards and invitation links are collectively referred to as "weeCards".

(2) Costs may arise for the weePartner when acquiring weeCards. weeCards are not payment cards.

9. System setup and operation of the weePOS app

(1) Transactions between weeMember and weePartner in the shop premises of weePartner shall be recorded via a POS application available for IOS and Android (the "weePOS-App"). In doing so, the weePartner must enter the entire purchase price for the products and/or services sold to the weeMember into the weePOS-App after receiving the purchase price.

(2) The weePOS-App must be installed by the weePartner.

(3) In order to ensure the functionality of the weePOS-App, the weePartner must ensure the connection to the Internet and carry out any necessary software updates. The weePartner shall ensure that a trained staff member is present in the respective business premises of the weePartner during normal business hours to ensure that the weePOS-App is used properly.

(4) If incorrect bookings are made, e.g. as a result of input errors, the weePartner undertakes to contact weeConomy immediately via the service hotline (telephone number: + 49 89 24 88 916 150 or e-mail address: info@wee.com) to inform weeConomy of the incorrect booking.

10. Obligations of weePartners

(1) The weePartner must notify immediately any changes to the weePartner's personal or company-related data in the myweeArea in the online portal.

(2) The weePartner shall comply with all security instructions and other duties of care recommended by weeConomy, and in particular shall protect all devices used by him/her for cashback from unlawful access by third parties, regularly secure data against data loss, and carefully store access data, passwords and PINs and not disclose them to third parties.

(3) The weePartner is obliged to notify weeConomy immediately if access data or passwords are lost or if there are other signs of abuse of his or her personal myweeArea. Alternatively, he or she may contact dedified or Mangopay directly.

11. Breach of contract, liability and indemnity

(1) The weePartner shall remedy any breaches of contractual provisions or provisions of mandatory law as soon as they become known, but no later than 14 days after being requested to do so by weeConomy.

(2) The weePartner shall be liable for all losses incurred by weeConomy as a result of a culpable breach of contractual provisions or provisions of mandatory law by the weePartner.

(3) The weePartner undertakes to indemnify weeConomy from liability in the event of claims against weeConomy by third parties due to the culpable breach of contractual provisions or provisions of mandatory law by the weePartner. In particular, the weePartner undertakes to assume the reasonable and typical costs, in particular lawyers' fees, court costs and other costs associated with legal proceedings, which weeConomy may reasonably be expected to incur in this connection.

12. Deactivation of weeAccounts

(1) weeConomy may deactivate all or part of the weePartner's mywee area without prior notice in the following cases:

(2) The weePartner shall be informed immediately by e-mail of the deactivation. The deactivation can be maintained until the reason for the deactivation no longer applies.

(3) If the weePartner is responsible for the reason for the deactivation, the weePartner may be charged fees of up to EUR 50 for blocking and unblocking, as well as any other costs incurred by weeConomy and/or weeGroup. The weePartner has the option of proving that less or no damage or expense was incurred; in this case, the fee or reimbursement of costs will be reduced accordingly.

13. Complaint management, Mediation

(1) weePartners may contact the weeConomy complaints management team by telephone, in writing or in text form in the following ways: By ordinary mail: weeConomy, Customer Service, Burgstrasse 8, 8280, Kreuzlingen, Switzerland By telephone: +49 89 24 88 916 150 (service hotline) By e-mail: info@wee.com

(2) The handling of complaints shall be free of charge. The weePartner shall receive written information by e-mail as to whether the complaint can be remedied. If the complaint cannot be remedied, the information will be accompanied by a statement of reasons.

(3) If complaints from weePartners cannot be resolved in the manner described in paragraph 1, either party may request mediation to resolve the dispute out of court. weeConomy is prepared to work with the following mediators to achieve an out-of-court settlement with weePartners

IHK Mediation Center 80323 Munich e-mail: info@muenchen.ihk.de Phone: +49 89 5116-0

(4) weeConomy will pay an appropriate share of the costs of a mediation procedure. The amount of the reasonable share shall be determined on the basis of a proposal by the mediator, taking into account all relevant elements of the case, in particular the merits of the respective claims of the parties to the dispute, the behaviour of the parties, and the size and financial strength of the parties to the dispute.

(5) Mediation proceedings shall be voluntary. The right to initiate legal proceedings before, during, or after mediation remains unaffected. weeConomy will participate in good faith in all mediation proceedings initiated by weePartners.

(6) At the request of the weePartner, weeConomy will, before or during mediation, compile information on the functioning and effectiveness of mediation in conjunction with its activities.

14. Intellectual property, advertising and other benefits

(1) All intellectual property rights (including copyrights, patents, trademarks, domain names, etc., whether registered or not) remain the property of weeConomy or its licensors.

(2) Logos, trademarks, text and other content on the Website or on weeApp are protected by trademark and copyright laws. weePartners may not use any material, content or trademarks of weeConomy or its affiliates - in whole or in part - in any form or in any manner for their own purposes, including, but not limited to, reproducing, distributing, selling, licensing, distributing, copying, publishing, streaming, publicly performing or displaying, transmitting, renewing, modifying, editing, translating, adapting or otherwise making unauthorised use of any such material, content or trademarks.

(3) All presentation, advertising, training and film materials, etc. (including photographs) of weeConomy or its affiliates are protected by copyright. They may not be exploited by weePartner in any form, either in whole or in part, without the express written consent of weeConomy, and in particular may not be reproduced, disseminated, made publicly available or edited, except as expressly permitted under these GTC, or if they have been made available to weePartner by weeConomy specifically for advertising purposes. The marketing guidelines of weeConomy shall apply.

(4) Any intangible assets, in particular software, associated with weeServices shall remain the property of weeConomy or the respective rights holder. The weePartner is granted a non-transferable, time-limited and non-exclusive right to use these rights in accordance with the contract. The weePartner is not entitled to any further rights.

(5) All free advertising materials and other benefits provided by weeConomy may be revoked at any time with effect for the future.

(6) In business dealings, weePartners must not give the impression that he or she is acting on behalf of weeConomy. The weePartner shall not be permitted to act and/or enter into commitments on behalf of or in the name of weeConomy. In particular, the weePartner must not respond to press enquiries about weeConomy or its affiliates, the contractual products, the distribution system or any other services related to this agreement without the prior written consent of weeConomy. The weePartner is obliged to forward all press enquiries to weeConomy without delay.

(7) The weePartner agrees that weeConomy may create and publish photographs of the weePartner's premises(s), or advertising films.

(8) The weePartner agrees that weeConomy may incorporate protected trademarks, such as, in particular, logos of the company or of weePartner's products or services, into its Website and apps. The purpose of such embedding is to refer customers to the weePartner and to organise the weeMarketplace. The weePartner also agrees that weeConomy may create and publish photographs of weePartner's business premises(s), or promotional films.

15. Warranty

(1) weeConomy undertakes to operate the weeMarketplace in accordance with the provisions of this Agreement and with due diligence, and shall endeavour to ensure that its services are available at all times and in best-as-possible condition.

(2) weeConomy does not guarantee the uninterrupted and trouble-free functioning of its services, such as for specific transmission times and speeds, the continuous availability of the www.wee.com website, content and services created by third parties or other weePartners or available from them, absolute protection of its weeMarketplace against unauthorised access, protection against malicious software, viruses, spamming, Trojans, phishing attacks, and other criminal acts by third parties, or loss of data as a result of disruptions.

(3) For any technical measures (server, capacity limits, maintenance, security, app updates, etc.), weeConomy reserves the right to temporarily restrict its services.

(4) weeConomy does not guarantee the creditworthiness of weeMembers, the provision of their services, or the fulfilment of obligations arising from the underlying transaction between weeMembers and weePartners. weeConomy also does not guarantee that a specific number of weeMembers are connected to the weeMarketplace.

16. Liability of weeConomy

(1) In the event of damage incurred by weeConomy, a legal representative or vicarious agent of weeConomy, weeConomy shall be liable only for intent and gross negligence. Excluded from this limitation of liability are damages arising from injury to life, limb or health, and breaches of cardinal obligations. Cardinal obligations include those obligations whose breach would jeopardise the purpose of the contract in question, and on whose fulfilment the weePartner may therefore legitimately rely.

(2) weeConomy assumes no responsibility and accepts no liability for the content, accuracy, completeness or currency (including the availability of products and services) of the advertisements created by weePartners, nor for the creation, fulfilment or enforceability of any contract concluded between a weePartner and a weeMember via the weeMarketplace. weeConomy is also not liable for the products and services offered on the weeMarketplace (whether under warranty, guarantee, compensation for damages, product liability or other statutory provisions).

(3) It is stated that weeConomy provides the weeMarketplace, on which weePartners have the opportunity to offer products and services for sale. Contracts in connection with the purchase transaction are concluded exclusively between weeMembers and weePartners. Under no circumstances do the advertisements posted represent offers from weeConomy. In connection with the purchase transaction, weeConomy is neither a broker or representative of weePartners, nor a buyer or seller of the products and services offered for sale on the weeMarketplace. weePartners are solely responsible for the content of the advertisement texts, fulfilment of the statutory labelling obligations, the mandatory statutory information and confirmation obligations in distance selling, the obligation to provide information on the statutory right of withdrawal, and the content of their terms and conditions.

17. Confidentiality agreement

The weePartner undertakes to maintain secrecy with regard to confidential information, product and project secrets that become known to the weePartner as a result of contract negotiations and contract implementation. Confidential information, product and project secrets are those that weeConomy designates as such, which are not already in the public domain or which weePartner has not already received from third parties in breach of contractual or legal provisions.

18. Duration and termination of the agreement

(1) The agreement concluded between the weePartner and weeConomy is concluded for an indefinite period.

(2) The agreement shall end automatically on the death of the weePartner, if the weePartner is a natural person in the capacity of a businessperson, or, in the event of a legal entity on its deletion from the commercial register.

(3) A weePartner may terminate this Agreement in writing at any time by giving 30 days' notice.

(4) The right of both parties to terminate the agreement without notice if there is good cause to do so remains unaffected. An important reason is

(a) for weeConomy, in particular where (i) there are indications that the weePartner is using the services of weeConomy for purposes contrary to this Agreement; (ii) a competent court or authority gives weeConomy a final and binding order to cease providing the weeServices to the weePartner; (iii) there is reason to believe that the weePartner provided incorrect or incomplete information when the contract was concluded; (iv) the weePartner is in default of payment or performance after several reminders; (v) overriding public interests so require; (vi) documents and mailings to the weePartner are returned to the weePartner with the notation "moved", "deceased", "not accepted", "unknown" or similar, and the weePartner fails to correct the incorrect data within 30 days of being requested to do so; (vii) the weePartner fails to comply with its obligation to remedy the data in accordance with Clause 11 within the time limit, and the same or a comparable culpable breach occurs again at a later date following the breach; viii) the weePartner's weeAccount is deactivated for reasons for which the weePartner is responsible and the reason is not remedied within 14 days of receipt of a request to that effect; (ix) insolvency proceedings are opened against the weePartner, the opening is rejected due to lack of assets, the weePartner becomes insolvent, or a corresponding declaration of insolvency is made in the course of the execution proceedings.

b) Good cause exists for the weePartner in particular if: i) weeConomy culpably commits a persistent material breach of contract and fails to remedy it despite receiving an appropriate written warning from weePartner ii) insolvency proceedings are opened against weeConomy, the opening is rejected for lack of assets, weeConomy becomes insolvent, or a corresponding declaration of insolvency is made in the course of execution proceedings.

(4) In the event of termination of the contract, the parties shall settle their claims and liabilities with each other. All outstanding liabilities of a party at the time of termination of the contract shall be settled immediately.

(5) If the contract is terminated by weeConomy for good cause, the weePartner shall not be entitled to any further services from weeConomy.

19. Amendment of the terms and conditions of the contract

(1) weeConomy reserves the right to amend the terms and conditions of the contract at any time if justified by the legitimate interests of weeConomy. Changes will be communicated to the weePartner in an appropriate form, and are deemed to have been approved without objection within 30 days of dispatch.

(2) The weePartner must accept changes to the contractual terms and conditions for technical and operational reasons, insofar as these are beneficial to the weePartner or result in a merely negligible reduction in performance, without affecting material provisions of the contractual relationship. Furthermore, changes are permitted that become necessary as a result of legal requirements (e.g. Anti-Money Laundering laws, supervisory law, tax law, etc.) or court orders.

20. Applicable law and place of jurisdiction

(1) The contractual relationship between weeConomy and the weePartner, including these Terms and Conditions, shall be governed exclusively by Swiss law, excluding its conflict-of-law rules and excluding the law of the United Nations Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction shall be determined by the applicable statutory provisions.

21. Other agreements

(1) weeConomy shall communicate with weePartner generally via email or by posting notices on the current website.

(2) Additional agreements, amendments or additions to these Terms and Conditions, special provisions or other contractual documents must be in text form, subject to stricter legal provisions to be legally effective. This also applies to the waiver of the text form requirement.

(3) weeConomy expressly reserves the right to involve third parties in the performance of its obligations under this agreement, or to transfer its business operations to third parties, in whole or in part. weeConomy may also transfer the agreement to third parties without the consent of the weePartner.

(4) The weePartner may transfer some or all of his or her rights and obligations under this contract to third parties exclusively with the written consent of weeConomy.

(5) These GTC have been drawn up in German. The German language shall prevail for any interpretations that may be necessary. Any translation serves only as an explanation, without being legally binding.

(6) Should one or more provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions and all contracts concluded under these GTC. The ineffective provision shall be replaced by an effective provision which corresponds to the original provision. This applies accordingly to regulatory gaps.