PINPOOLS Terms and Conditions of Use

1. Scope, Definitions

1.1. These Terms of Use apply to the use of the online platform provided by PINPOOLS GmbH, Karlstraße 27, 40210 Düsseldorf (hereinafter “Operator”) under the Internet address www.pinpools.com with the designation “PINPOOLS” (hereinafter “PINPOOLS”) and the software contained therein. The services provided by the Operator are specified in more detail in Section 4. The inclusion of the User’s own Terms and Conditions is hereby contradicted unless otherwise agreed.

1.2. Users within the meaning of these Terms and Conditions of Use are exclusively entrepreneurs who have registered to use PINPOOLS.

1.2.1. Entrepreneur is a natural or legal person or a partnership with legal capacity which, upon conclusion of a legal transaction, acts in the exercise of its commercial or independent professional activity.

1.2.2. Suppliers are registered users who as entrepreneurs offer goods for sale via PINPOOLS.

1.2.3. Buyers are registered users who as entrepreneurs wish to purchase goods via PINPOOLS.

2. Right of Use

2.1. The right of use is granted to natural persons, legal entities and partnerships acting as entrepreneurs. By submitting his declaration of consent to these Terms and Conditions of Use, the User confirms that he fulfils the aforementioned requirements when concluding the contract of use.

2.2. The registration of a legal entity or a partnership may only be carried out by a natural person authorized to represent the company, who must be named.

2.3. Each User may only set up one User account for PINPOOLS. His authorization to use PINPOOLS applies only to him personally and is not transferable.

3. Registration, Contract Conclusion

3.1. Upon successful registration, a contract for the use of PINPOOLS under these Terms and Conditions of Use is concluded between the Operator and the User.

3.2. To register, the User can log in by clicking on the button concluding the registration process after entering his data in the online form provided for this purpose. Sending the registration data represents the User’s offer to conclude the usage contract, which the Operator can accept but is not required to accept. The Operator can accept the User’s offer within five days of receipt of the application by means of an order confirmation sent electronically (e-mail) or by activating the User’s account. If the Operator does not accept the User’s contract offer within the aforementioned period, this shall be deemed to be a rejection of the offer.

3.3. The text of the contract is stored by the Operator, but cannot be called up by the User on the Operator’s website after the User has submitted his contractual declaration.

3.4. Before submitting his contractual declaration, the User can correct his entries continuously using the usual keyboard and mouse functions.

3.5. Only the German and English language is available for the conclusion of the contract.

3.6. The e-mail address is used for identification and personal identification of the User. The User has to ensure that the e-mail address he/she entered during the online registration is correct so that the e-mails sent by the Operator can be received at this address. In particular, when using SPAM filters, User shall ensure that all e-mails sent by the Operator or third parties commissioned by the Operator with processing can be delivered.

3.7. The data requested during registration must be provided by the User completely and correctly. The User is obliged to keep this data (including e-mail addresses) up to date at all times. As a matter of principle, the Operator does not check the transmitted data for correctness and completeness.

4. Type and Scope of the Service of the Operator

4.1. With PINPOOLS the Operator makes available an online platform through which Users can post and/or retrieve User profiles and purchase and sales advertisements for goods using the software provided by the Operator, as well as contact other Users of the platform. PINPOOLS is only an intermediary here and not a contractual partner.

4.2. Contracts for the goods displayed on PINPOOLS can be concluded directly between Users via PINPOOLS. In this respect the Operator acts only as an intermediary and does not itself become a contractual partner in the contracts concluded between the Users. The fulfillment of the contracts concluded between the Users is also exclusively between the Users. The Operator does not accept declarations of intent exchanged between the Users and does not guarantee that a contract will actually be concluded between the Users.

4.3. In order to use PINPOOLS, the Operator enables the User to access his website and provides him with suitable software which remains on the Operator’s server. The Operator is not responsible for establishing and maintaining the data connection between the User’s IT system and the Operator’s server.

4.4. PINPOOLS is offered subject to availability. It is technically impossible to achieve 100% availability and therefore the Operator cannot guarantee the User this. However, the Operator shall endeavour to keep the service available as constantly as possible. In particular, maintenance, security or capacity concerns as well as events beyond the Operator’s control (disruptions to public communications networks, power failures, etc.) can lead to disruptions or to the temporary suspension of the service. The Operator will carry out maintenance work during periods of low usage as far as possible.

4.5. The software for operating PINPOOLS is updated at irregular intervals by the Operator. Accordingly, the User is granted only one right of use to the software in its current version. The User, on the other hand, has no claim to the creation of a specific state of the software.

5. Changes to Services

5.1. The Operator reserves the right to change the services offered or to offer different services, unless this is not reasonable for the User.

5.2. Furthermore, the Operator reserves the right to change the services offered or to offer different services

• insofar as he is obliged to do so due to a change in the legal situation;
• to the extent that he thereby complies with a court judgment against him or an official decision;
• insofar as the respective change is necessary to close existing security gaps;
• if the change is only advantageous for the User; or
• if the change is of a purely technical or procedural nature without significant consequences for the User.

5.3. Changes with only an insignificant influence on the functions of PINPOOLS do not constitute changes in performance within the meaning of this clause. This applies in particular to changes of a purely graphical nature and the mere change in the arrangement of functions.

6. Duties of the User, Responsibility for Contents

6.1. Each User is solely responsible for the content of the information he or she enters on PINPOOLS, in particular for its truthfulness and legal soundness. The User assures that the data he/she provides is true. The User shall ensure that the content he/she posts does not violate these Terms of Use or applicable law.

6.1.1. Prohibited is in particular the publication of

• copyrighted content, if there is no authorization to use it (e.g. photos that the photographer and/or a person depicted has not consented to their publication on the Internet);
• false factual statements;
• of contributions which aim to personally attack or defame other Users;
• racist, xenophobic, discriminatory or insulting content;
• content harmful to young people;
• contents glorifying violence;
• from links to pages that do not comply with the legal provisions or these Terms of Use.

6.1.2. Furthermore, in particular the goods listed below may not be offered for sale on PINPOOLS

• stolen goods;
• counterfeits, imitation branded products;
• articles which have been produced using child labor;
• articles that do not comply with the legal requirements for distribution in the EU (e.g. REACH).

6.2. Users are generally liable for all activities carried out using their access, insofar as they are responsible for them. The User is responsible for keeping the access data confidential. He must ensure that they are not accessible to third parties. The User must inform the Operator immediately if there are any indications that his access is being or has been used by unauthorized third parties.

7. Rights of the Operator

7.1. If the User violates legal regulations or these Terms of Use or if the Operator has concrete evidence for this, the Operator is entitled without prior notice and further examination

• to delete related entries of the User,
• to modify entries within the scope of the right to edit in accordance with point 9,
• to issue a warning,
• to block the User’s access temporarily or permanently, or
• to take any other necessary and appropriate measures.

Which measure the Operator takes depends on the individual case and is at the Operator’s reasonable discretion.

7.2. If a User is blocked, he may no longer use PINPOOLS and may not register again.

7.3. The Operator expressly reserves the right to take legal action on account of a breach by the User of statutory provisions or these Terms of Use.

8. Granting of Rights of Use by the Operator

8.1. The Operator grants the User a simple right, limited to the duration of the usage contract, to use the online platform provided by the Operator and the software contained therein within the framework of these Terms of use.

8.2. Without the written consent of the Operator, the User is not permitted to make the contents made available to him/her accessible to third parties. The User shall ensure that he does not provide third parties with any means of circumventing access to PINPOOLS.

8.3. If the User violates the agreement reached on the rights of use so seriously that the Operator cannot reasonably be expected to continue the contractual relationship, taking into account the interests of both parties, the Operator may terminate the granting of the rights of use without prior warning on an extraordinary basis and permanently block access to PINPOOLS.

8.4. The other statutory and contractual provisions shall remain unaffected.

9. Granting of Rights of Use by the User

The Operator is entitled to use content and information provided by Users for PINPOOLS or to have it used by third parties. In addition, the Operator may use profile pictures and profile texts from suppliers for external presentation on partner websites of PINPOOLS and/or in search engines. The User grants the Operator the necessary rights of use free of charge, not exclusively and limited to the duration of the usage contract, in particular the right to permanent provision and storage and to make them publicly accessible, the right of reproduction and publication as well as the right of editing and distribution and assures that he is entitled to this granting of rights of use.

10. Conclusion of Contracts via PINPOOLS, Right of Withdrawal by the Supplier

10.1. Conclusion of contracts for sales advertisements

10.1.1. The supplier can offer his goods for sale via PINPOOLS by entering information such as the description of the goods, quantity, net price, availability (period and place/area of delivery) and, if applicable, his General Terms and Conditions of Business himself in the fields provided for this purpose on PINPOOLS. The product descriptions posted by the supplier on PINPOOLS represent binding offers to conclude a sales contract.

10.1.2. The buyer can accept the supplier’s offer by placing the selected goods in the virtual shopping cart on PINPOOLS, going through the electronic ordering process specified by PINPOOLS and clicking on the button concluding the order.

10.1.3. The contract between the supplier and the buyer is concluded with the content of the binding offer which the supplier has placed with PINPOOLS.

10.2. Conclusion of contracts for purchase advertisements (applications)

10.2.1. The buyer can submit his application to PINPOOLS using the online form provided by the Operator for this purpose. The buyer is basically free to design the content of the application. However, he must describe the intended transaction as truthfully and as precisely as possible as is necessary for an informed decision on an offer. In addition to the requested product characteristics and quantities, further contractual conditions can be entered which are to apply to the tendered transaction (terms of delivery, terms of payment, shipping costs, etc.) An exception is made for standardised mandatory information which is requested in the input mask and is mandatory for the tender. The purchaser is responsible for the correctness and completeness of the application in terms of content.

10.2.2. The supplier may view the requests published on PINPOOLS and submit binding offers directly via PINPOOLS or contact the respective buyer in order to prepare or execute the conclusion of a contract.

10.2.3. The offer submitted by the supplier via PINPOOLS can only be viewed by the tendering buyer himself. Other Users have no access to the offer.

10.2.4. The buyer can accept the supplier’s offer by means of a declaration of acceptance to be submitted to the supplier in electronic form.

10.2.5. The purchaser is obliged to treat offers from suppliers as confidential, in particular not to transmit the offer data to third parties, unless the supplier has expressly agreed to the publication of his offer data.

10.3. The supplier may withdraw from a contract already concluded with the purchaser (contractual right of withdrawal) if the supplier would violate statutory or official prohibitions through the fulfilment of its contractual obligations towards the purchaser, for example because the purchaser is on a state sanctions list or does not have a permit for the specific trade, if applicable, as required by law or by the authorities.

11. Evaluation System

11.1. The marketplace enables Users to evaluate each other after the execution of a contract concluded via this marketplace. The Operator does not check the content of the evaluation and does not adopt it as his own.

11.2. Users undertake to provide only truthful information in the reviews they submit, to comply with the statutory provisions and not to use the reviews for any other purpose than in connection with the use of the marketplace, unless the author of the respective review expressly agrees to this.

11.3. The Operator reserves the right not to display ratings on the marketplace or to display them for a limited period of time only or to remove them again. Ratings can be removed by the Operator in particular if the User concerned informs the Operator that the facts on which the rating is based are not true.

12. Remuneration

12.1. The user can choose various services on PINPOOLS for which a fee is to be paid to the operator. The description of services and the amount of the remuneration results from the description of services. The user does not incur any costs just by registering.

12.2. The remuneration shall be invoiced to the User at the end of the current period. The remuneration shown in the invoice is due for payment within 14 days, unless otherwise agreed.

12.3. The Operator reserves the right to send invoices to the User exclusively in electronic form by e-mail. The User hereby declares his agreement.

13. Release from liability

The user shall indemnify the Operator against all claims which other Users or other third parties assert against the Operator due to the infringement of their rights due to content posted by the user or due to the User’s other use of PINPOOLS. The User shall assume the costs of the necessary legal defense including all court and attorney’s fees in an appropriate amount. This shall not apply if the User is not responsible for the infringement. In the event of a claim by third parties, the User is obliged to provide the Operator immediately, truthfully and completely with all information required for the examination of the claims and a defense.

14. Liability of the Operator

The Operator is liable to the User from all contractual, quasi-contractual and legal, including tortious claims for damages and reimbursement of expenses as follows:

14.1. The Operator is liable without limitation for any legal reason

• in case of intent or gross negligence,
• in the event of intentional or negligent injury to life, body or health,
• on the basis of a guarantee promise, unless otherwise provided for in this respect,
• due to mandatory liability such as under the Product Liability Act.

14.2. If the Operator negligently violates an essential contractual obligation, the liability is limited to the contract-typical, foreseeable damage, unless liability is unlimited according to the above clause. Essential contractual obligations are obligations which the contract imposes on the Operator according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the User may regularly rely.

14.3. Any other liability of the Operator is excluded.

14.4. The above liability regulations also apply with regard to the Operator’s liability for his vicarious agents and legal representatives.

15. Duration, termination

15.1. The contract of use is concluded for an indefinite period of time and can be terminated by both parties with a notice period of three months to the end of the respective month.

15.2. The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist if, taking into account all circumstances of the individual case and weighing up the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or the expiry of a notice period.

An important reason is in particular:

• a significant breach of material provisions of these Terms of Use which is not remedied or is repeatedly committed even after a period of notice has been set and which makes the continuation of the contractual relationship impossible or unreasonable;
• the re-registration while a blockage is still in progress according to section 7.1;
• the provision of false profile data to conceal the true identity;
• if the User is in default of payment of the fee or a significant portion of the fee for two consecutive dates;
• if User generally suspends his payments to the Operator;
• if, in the case of chargeable use of PINPOOLS, execution proceedings have been initiated against the entire assets of the other party or a substantial part of these assets or there are grounds for the initiation of insolvency proceedings against the other party, such proceedings have been rejected due to lack of assets, insolvency proceedings have been applied for against the other party or an affidavit has been issued by the other party regarding its assets.

15.4. In the event of a justified extraordinary termination of the usage agreement by the Operator, the User is not entitled to create a new User account for PINPOOLS

15.5. Terminations may be made in writing, in text form (e.g. e-mail) or by the user by deleting his User account with PINPOOLS.

15.6. Upon termination of the contract, the User loses access to his user account. In addition, the Operator’s obligation to store the User’s posted data also expires upon termination of the contract.

16. Data Security

16.1. PINPOOLS processes the personal data received from the User in compliance with the applicable data protection law and the PINPOOLS data protection information, which is available at (https://pinpools.com/jp/privacy-notice)

16.2. The User is solely responsible for ensuring that the transmission of personal data of his authorized representatives, employees or other persons to PINPOOLS and the processing of this data by PINPOOLS (as specified in the PINPOOLS data protection information) complies with the applicable data protection regulations, in particular that the necessary consent has been obtained in a legally valid manner.

17. Modification of the Terms of Use

17.1. The Operator reserves the right to change these Terms of Use at any time without giving reasons, unless this is not reasonable for the User. The Operator shall notify the User of any changes to the Terms of Use in good time in text form. If the User does not object to the validity of the new Terms of Use within a period of four weeks after notification, the amended Terms of Use shall be deemed accepted by the User. In the notification, the Operator shall inform the User of his right to object and the significance of the objection period. If the User objects to the changes within the aforementioned period, the contractual relationship shall continue under the original Terms and Conditions.

17.2. Furthermore, the Operator reserves the right to amend these Terms of Use

• insofar as he is obliged to do so due to a change in the legal situation;
• to the extent that he thereby complies with a court judgment against him or an official decision;
• insofar as he introduces additional, completely new services, services or service elements that require a service description in the Terms of Use, unless the previous usage relationship is changed to the detriment of the User;
• if the change is merely advantageous for the User; or
• if the change is purely technical or process-related, unless it has a significant impact on the User.

17.3. The User’s right of termination pursuant to Section 15 remains unaffected.

18. Assumption of Contract by Third Parties

The Operator is entitled to transfer his rights and obligations from the Contract of Use in whole or in part to a Third Party. The Operator shall notify the User of this in text form in good time, but no later than four weeks before the transfer of the contract. If User does not wish to continue the contractual relationship with the third party, User may terminate the contract within three weeks after receipt of the Operator’s notification with seven days notice.

19. Reference

The user allows PINPOOLS to use his name and logo as a reference.

20. Applicable law

The law of the Federal Republic of Germany shall apply to all legal relationships between the parties.

21. Place of Jurisdiction

If the User acts as a merchant, a legal entity under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of the Operator. If the User’s registered office is outside the territory of the Federal Republic of Germany, the Operator’s registered office shall be the exclusive place of jurisdiction for all disputes arising from this contract, if the contract or claims arising from the contract can be attributed to the User’s professional or commercial activity. In the above cases, however, the Operator is in any case entitled to appeal to the court at the User’s registered office.