GENERAL BUSINESS TERMS AND CONDITIONS FOR ONLINE MERCHANTS

1.1 The General Business Terms and Conditions for online merchants are deemed to be an integral component of the Online Merchant Contract and are only applicable in connection with them. With the signing of the Online Merchant Contract, these General Business Terms and Conditions are accepted.

1.2 Provided that a set-up sheet is completed in the attachment to the Online Merchant Contract for the purpose of clarifying technical details, this shall also be deemed to be a part of the Online Merchant Contract.

2.1 A long term working relationship between the contracting parties is aimed for on the basis of this contract. All jointly implemented undertakings are not to be considered as a means of maximising profit in the short term, but rather as having long term value for the contracting merchants and their shared customers.

2.2 Lyoness members have the possibility to purchase goods and services from Lyoness Loyalty Merchants online and, through this, to receive advantages within the framework of the Lyoness Loyalty Programme.

2.3 Lyoness Cashback AG disposes over a technical system which enables internet activities to be followed and stored ("tracked"). On the basis of this system, Lyoness Cashback AG offers services which can be made available to the Loyalty Merchant. These services, which are described in more detail in Point 3. of the Online Merchant Agreement, make it possible for the Loyalty Merchant to participate in the Lyoness Cashback AG Marketing and Loyalty Merchant Programme ("Online Loyalty Merchant Programme").

2.4 Lyoness Cashback AG receives a one-time payment from the Loyalty Merchant for the connection to the Lyoness tracking system in an amount that is agreed in the Online Merchant Contract. This amount is determined by the number of countries and the number of different used currencies for which the Loyalty Merchant wishes to integrate its online shop with Lyoness.

2.5 The Loyalty Merchant shall, on a monthly basis, pay Lyoness Cashback AG a fixed service payment amount, as well as a payment in the amount that is agreed in the Online Merchant Agreement for every online purchase made by a Lyoness Member from the Loyalty Merchant via the Lyoness Loyalty Programme.

2.6 The contractual rights and responsibilities agreed between the parties are otherwise contained within the Contract for Online Merchants.

3.1 Should Lyoness Members complain that they have ordered from a Loyalty Merchant via Lyoness Cashback AG (order confirmation, confirmation of commissioning or invoice shall be deemed to provide sufficient evidence of this), yet, for reasons that are not understandable (e.g. of a technical nature, operating error, browser configuration error, advert blocker, tracking failure etc.) these purchases were not recorded and they can also not be attributed by the company to any other "publisher", the Loyalty Merchant is, in the sense of mutual customer service, encouraged to retrospectively compensate for these purchases, unless, that is, that said purchases can be unequivocally assigned to another publisher.

3.2 The sales that are the subject of the complaints shall be imported into the system together with a processing time to be suggested by Lyoness and validated there by the Loyalty Merchant within this time period. Should the Loyalty Merchant not validate them within the specified time period, the sales shall be automatically confirmed by the system.

3.3 Should a validation in the system by the Loyalty Merchant not be possible, for example for technical reasons, the sales that are the subject of complaints shall be queried via mail with the responsible Loyalty Merchant contact person and, if confirmed, imported into the system with accepted status.

4.1 Commercial protection rights

Lyoness Cashback AG and/or the group companies that are associated with it, own all ownership and usage rights with respect to all trademarks, copyrights, other miscellaneous commercial protection rights, all know-how or all other rights associated with the service, including in particular the Online Merchant Programme and other software that is required for the service or tracking technology that is used by Lyoness Cashback AG, as well as the data that is collected by Lyoness Cashback AG via publishers. The Loyalty Merchant acknowledges that no rights or usage rights whatsoever are conferred upon it that extend beyond those that are explicitly named in this contract.

4.2 Agreement regarding use of trademarks

The Loyalty Merchant explicitly authorizes Lyoness Cashback AG to use, free of charge, its data, trademarks, including company logos together with writing and company logos, as well as company names and other features, in all media, including those listed subsequently for the purpose of illustration, for the purpose of marketing until the written revocation of this authorization: brochures, Lyoness magazine, reference customer excerpts, Lyoness internet portal, Lyoness Merchant websites, newsletter, SMS services. Lyoness assumes no liability for the accuracy of the data provided to it by the Loyalty Merchant.

4.3 Advertising measures

In the mutual interest of obtaining an organic ranking in the internet, the Loyalty Merchant can take advantage of the possibility of advertising Lyoness on its website and to place a link on the Lyoness websites (www.lyoness.net, www.lyoness.com, www.lyoness.tv). The Loyalty Merchant can, subject to signing the Terms and Conditions of Use of advertising materials, also integrate advertising material from Lyoness on its own website, which in turn encourage its customers to join the shopping community. A use of trademark and copyright protected material cannot be permitted without the signing of the Terms and Conditions of Use.

4.4 NDA

4.4.1 Both parties shall, for the purposes of cooperation, exchange confidential information of commercial as well as technical kind. This information may contain trade secrets of high business policy significance for both parties.

4.4.2 This Agreement shall ensure the protection and preservation of any confidential and/or proprietary information disclosed or made available between the parties. All dependants of each party involved, whether they be employees of the parties, employees of their affiliated companies, external employees, agents, external advisors, or other third parties, who receive access to, or are given information directly or indirectly, shall, without limitation, be bound by this Agreement.

4.4.3 The term ‟confidential information” designates each and every information regarding one of the parties of this agreement (whether in oral, written, electronic or other form), which is belonging to either party, or is associated with their business affairs or their business activities, and which is not general knowledge, as well as
a.) which a party labels to be confidential or proprietary,
b.) which one party has stated to the other party either verbally or in writing to be of a confidential nature
c.) which a reasonable person in a similar situation as the contractual receiver of information would treat as confidential given the nature of the information.

4.4.4 The parties agree that they will only use those information provided exclusively for the purpose for which they were made available, or will be made available, to treat them as strictly confidential and to keep them strictly confidential, and in particular, that they will not divulge or disclose the information to third parties. The parties agree to take and comply with all organisational measures necessary to ensure the confidentiality of the information provided. In particular, care must be taken that all documents, paperwork, file notes, meetings and meeting minutes, discussions, analysis and negotiations, storage media, emails etc., which contain confidential information are treated in such a way that ensures the confidentiality of the information and that it will not be seen or given to unauthorised persons who are not part of this Agreement. Also included in this Confidentiality Agreement is all paperwork, storage media, etc. created by the Contractor using the information provided by the Customer.

4.4.5 This applies regardless of whether the information is subject to patents, copyright or other rights. The parties further agree that they will not use the received information for any other purpose, other than that for which it is intended. In particular, the parties agree that they will not use the information for their own benefit or to develop their own product and will not file any protective rights applications, or use the information for their own purposes in any way.

4.4.6 Excepted from this Confidentiality Agreement is any information that at the time of disclosure is
a.)  generally known, public, or generally accepted technical status, or
b.)  already known personally by the receiving party.

4.4.7 The Customer gives no guarantee and accepts no responsibility or liability for the accuracy, completeness, or other quality of the information provided.

4.4.8 The parties agree to return any and all information material upon request including copies and records of any kind that relate to the information, or to shred or otherwise delete any data saved on hard-drives or other storage media.

4.4.9 This Agreement is valid for five years beyond the end of this contract, irrelevant of the length or reason for termination of the contract.

5.1 The contracting parties undertake to use all of the data of which they become aware, exclusively for the approved purposes according to the Online Merchant Contract as well as these General Business Terms and Conditions and to discharge all of their obligations pursuant to European data protection legislation with respect to such information. Both Lyoness Cashback AG and the Loyalty Merchant declare that they will treat all of the customer data of which they obtain knowledge in the course of exercising this agreement as confidential.

5.2 The Loyalty Merchant acknowledges that Lyoness Cashback AG can, if it is necessary to do so, communicate data to subcontractors and/or trade representatives. The Loyalty Merchant confirms that it is obliged to inform its employees and customers concerning a processing of data such as this and to ensure that these employees and customers have agreed to data processing such as this, in accord with European data protection legislation.

6.1 In the event that the Loyalty Merchant fails to pay the full invoiced amount "promptly and without deduction", collection proceedings will be commenced by Lyoness Cashback AG. After a 14 day payment delay following billing, a payment reminder shall be sent to the Loyalty Merchant. Should the outstanding amount still not have been settled 28 days after the date of billing, Lyoness Cashback AG shall commence the 2 stage, 14 day collection proceedings, whereby a charge of € 5.00 shall be levied per reminder.

6.2 Should the outstanding amount not have been paid by the expiry of the date specified in the first reminder, Lyoness Cashback AG shall make use of its right to temporarily discontinue the promotion of the Loyalty Merchant. This suspension shall be lifted again without delay following the presentation of confirmation of payment. Lyoness Cashback AG reserves the right to commission an attorney-at-law in order to recover the invoiced amounts. The Loyalty Merchant shall bear all necessary costs of recovery, including lawyers fees in a reasonable amount.

6.3 Should a (also a partial) complaint regarding an invoice arise based on a deviation in terms of the conveyance commissions, although the Loyalty Merchant had correspondingly maintained the underlying data, the invoice must, in this case, nevertheless be settled immediately and without deduction. Complaints are to be made known by the Loyalty Merchant in text form to the assigned contact person at Lyoness Cashback AG and shall be clarified without delay. Possible credits for the Loyalty Merchant arising from this will be shown as such credit on the following invoice.

7.1 Lyoness Cashback AG shall assume no liability whatsoever, beyond the liability arising from the provisions of this contract, also not for negligence. The usage of logos, banners, trademarks and other hypermedia links provided by the Loyalty Merchant to Lyoness Cashback AG and companies associated with it for the purpose of the Online Loyalty Merchant Programme shall take place exclusively for the fulfilment of the purpose of said provision. Lyoness Cashback AG shall never forward these materials to third parties outside of the group without the agreement of the Loyalty Merchant. Lyoness Cashback AG can assume no liability for the unauthorized usage of these materials (e.g. by publishers or by Lyoness members). The Loyalty Merchant shall bear sole responsibility for the legality of the content of the Loyalty Merchant’s web pages and online shop and of websites to which these are linked.

7.2 The Loyalty Merchant shall indemnify Lyoness Cashback AG as well as all other Lyoness companies and hold them free of harm against all claims, expenses, costs (including accrued attorney and court costs), damage claims or other compensation regardless of the type, which occur from, or arise as a consequence of the content of the website, company lettering, banners, trademarks and other hypermedia content of the Loyalty Merchant or its partners, from material provided by the Loyalty Merchant or though the sale, the distribution or the marketing of goods or services on the website of the Loyalty Merchant or of Lyoness Cashback AG or which are caused through the violation of the Loyalty Merchant of this contract, provided that such damages did not occur because of a deliberate and negligent violation of this contract by Lyoness Cashback AG.

7.3 Lyoness Cashback AG undertakes to take appropriate and customary measures in order to prevent unauthorized access to the Lyoness Cashback AG computer system. Lyoness Cashback AG can assume no liability for the consequences of unauthorized access to the Lyoness Cashback AG system which should occur despite these measures. Liability cannot be assumed for the performance of the websites and linked Loyalty Merchant online shops and for the actions or omissions of their operators or for possible errors or delays caused by telecommunication providers or data transfer providers and shall lie with the respective responsible parties.

7.4 The Loyalty Merchant accepts that the provision of services is partly based on hosting and/or other communication services and that the delivery of corresponding services shall possibly not occur free from errors and interruptions.

7.5 Lyoness Cashback AG acknowledges that the capture and provision of the data of the Loyalty Merchant for the determination of commission amounts is partly based on hosting and/or other communication services and that the delivery of corresponding services shall possibly not occur free from errors and interruptions.

7.6 The contractual relationship concerning the purchasing of goods and services is concluded exclusively between the Loyalty Merchant and the member. The Loyalty Merchant therefore bears exclusive responsibility for the fulfilment of the obligations to the member arising from this. The Loyalty Merchant shall be exclusively liable for any claims asserted by the member which are based on the infringement of (pre-) contractual obligations .

8.1 The Loyalty Merchant takes note of the fact that Lyoness Cashback AG shall conclude contracts, in its own name, with natural and legal persons that want to participate in the Lyoness Cashback AG Online Loyalty Merchant Programme.

8.2 The Loyalty Merchant is not authorized without the prior written agreement of Lyoness Cashback AG, to recruit retailers, wholesale dealers and other miscellaneous traders which offer goods and services to consumers as Lyoness Loyalty Merchants or as Lyoness members, to carry out negotiations or initiation discussions or to pursue any type of advertising activity whatsoever for the purpose of acquiring such companies.

8.3 The Loyalty Merchant undertakes to notify Lyoness Cashback AG in writing and without delay regarding changes to its material contractual data. This obligation shall relate in particular to changes of address, bank account details and the official company name. The Loyalty Merchant further undertakes to immediately inform Lyoness Cashback AG of any payment difficulties, in any event however concerning insolvency or over indebtedness.

8.4 Additional, supplementary agreements or agreements deviating from this General Business Terms and Conditions, including the amendment of this clause, require the written form and shall either be recorded in the Online Merchant Contract or, should amendments occur following the conclusion of the contract, signed by both parties or at the least signed invoking their original signature. Verbal ancillary agreements are in any event invalid. Lyoness Cashback AG further states that, as a general principle, it does not adopt the General Business Terms and Conditions of its contractual partner.

8.5 Lyoness Cashback AG reserves the right to amend its General Business terms and Conditions at any given time. The Loyalty Merchant shall be notified of any amendments in text form at the contact address provided by it. The amendments shall be deemed to have been accepted if the Loyalty Merchant does not object to them in text form at the address of the Lyoness Cashback AG contact person within a month following the date of notification.

8.6 The Loyalty Merchant is not authorized to set-off claims against Lyoness Cashback AG. A setting-off is only legally valid when this is expressly recognized by Lyoness Cashback AG or when it is judicially determined.

8.7 Should a provision of this General Business Terms and Conditions be, or become wholly or partly ineffective or unworkable, this shall not affect the effectiveness or implementation of the remaining provisions. The parties undertake to replace this provision by an effective or workable provision which comes as close as possible to the non-effective or non-workable provision in terms of its economic substance. This shall apply correspondingly to loopholes in this General Business terms and Conditions.

8.8 The present General Business Terms and Conditions are subject exclusively to Austrian law under the express exclusion of all rules governing conflicting laws insofar as these refer to something other than Austrian law.