General terms and conditions for marketplace and UnlimitedPixel

A. General

1. content

These terms and conditions ("T&C") define your rights and obligations when using the services provided by Unlimitedpixel - Nils Jäkel ("UnlimitedPixel") for you as a partner.

These terms and conditions contain our applicable rules for the following services:

  • Market place (especially section B.)

If you want to use one of our services, you have to agree to the terms and conditions.

2. you should know these terms

"Product types" are our products, regardless of their color or size and without a design.

"Designs" are pictorially representable design elements (images and/or text) for our products.

"Designations" are descriptions and keywords for individual designs.

"Marketplace" is one of our sales channels for products and also the starting point for other sales channels such as third party e-commerce marketplaces (e.g. from Amazon and eBay) on our own websites. On UnlimitedPixel's marketplace and third-party e-commerce marketplaces, customers can choose from various pre-designed products.

"Partner account" is your user account for the administration of your motifs. For the partner account you will receive a user ID from us.

For "Successful Sales" you will receive compensation from us. Successful means that

  • a valid contract for the purchase of a product is concluded
  • the ordered product has been shipped to the customer
  • the customer has paid the purchase price and no chargeback has been made within 14 days of dispatch, and
  • the order has not been cancelled by the customer or returned due to legal regulations or our return policy.

3. how to become a partner

a) Just open a partner account. To publish designs on the marketplace and activate UnlimitedPixel you send us the completed registration form via our website and agree to the terms and conditions. As soon as your design is published and your account is activated, you are a partner.

b) You are responsible for your partner account and therefore also obliged to provide your data completely and correctly and to update it in case of changes. This includes in particular the data about your person, the payment of your remuneration and its tax treatment. We also need a valid e-mail address from you so that we can communicate with you.

c) Before submitting the registration form, you can check the accuracy of your entries and edit them by using the correction tools provided. If we have reasonable doubts about the accuracy of your data or other information provided, we reserve the right to withhold billing and payments to you until clarification.

d) The following languages are currently available for the conclusion of the contract: German, English.

4. our relationship with the customer

We are contractual partners of the customers, so that you can fully concentrate on your designs and ideas.

For example, we take care of production, delivery and customer service. Therefore, we can also reject orders that do not meet our technical and organizational requirements. The same applies if we suspect that orders violate legal regulations or the rights of third parties. UnlimitedPixel

To ensure that orders are processed smoothly, communication with the customer takes place exclusively via us.

5. your partner account

a) We store the data you provide, the content you provide in your partner account and the settings you have made for the marketplace and your profile page. You can view this information via your partner account. These terms and conditions are also stored by us and can be accessed under https://unlimitedpixel.de/static.php?page=terms-partner. For the rest, we do not save the contract text after conclusion of the contract.

b) In your affiliate account you will find an overview of your rewards for successful sales.

c) Please treat your access data (e-mail address and password) for your partner account confidentially and store them in such a way that third parties cannot gain knowledge of them. Do not use your access data for your partner account for other websites and services. If you have reason to suspect that third parties have knowledge of the access data, change your password and inform us immediately.

d) We will send you information and tips about your profile page and/or the marketplace at irregular intervals by e-mail ("Partner Newsletter"). You can unsubscribe from the Partner Newsletter at any time. Please note that you will continue to receive contract-relevant information by e-mail.

B. Provisions for the market place

1. how the marketplace works

a) In your partner account you can upload your designs to UnlimitedPixel. So that your designs can be found easily through our sales channels, please use appropriate names for them.

Afterwards you can publish your designs on the marketplace.

b) Profit from further sales channels: Designs published by you on the marketplace can be offered by us via further sales channels such as e-commerce marketplaces of third parties (e.g. Amazon and eBay).

c) The designs and product templates provided by you via the marketplace can be individualised when using our services within the scope of the technical possibilities; e.g. the size and material of the design can be changed.

2. your remuneration for marketplace sales

a) The basis for the calculation of your remuneration is the "design price".

aa) For each design provided by you, the customer price of the respective products with this design will be increased by the design price.

bb) The amount of the design award is determined according to

  • the product type of the product with your design and
  • the sales channel used by the customer.

b) Your remunerationIn the
event of a successful sale of a product with your design, you will receive the respective design price less any statutory value-added tax on the design price incurred on the sale and delivery of the product to the customer. The amount of sales tax due on a successful sale of a product may vary depending on the country of delivery and further sales tax assessment of the sale.

(c) Increased sales through sales promotion measures

aa) UnlimitedPixel regularly carries out sales promotions and grants customers, for example, discounts on postage and packaging of an order or on the customer prices of all or individual products of an order (discount campaigns).

bb) The costs for discounts on postage and packaging (e.g. free delivery) are borne by UnlimitedPixel alone and therefore have no influence on your remuneration.

cc) If the customer is granted a discount on the customer price of all or individual products in an order, your remuneration for your design in this order is not reduced.

C. Extended provisions for marketplace

1. changes in the product range

1.1 New products

UnlimitedPixel strives to continually improve and expand its product line. "New Products" as used below means utility, promotional and decorative items.

1.2 Offering new products

a) If new products are available at UnlimitedPixel, UnlimitedPixel is entitled to use your designs according to these terms and conditions also for these new products.

2. you should know the following about your remuneration

2.1 Orders via the customer account

Customers can re-order products that have already been ordered once via their customer account. The sales channel used by the customer for the previous order is decisive for your remuneration for such an order.

2.2 Settlement and payment

a) Prerequisite for the settlement of your remuneration by us are:
- the deposit of your data according to section A.3.b) and-
the achievement of a corresponding minimum balance on your partner account.
If these prerequisites are met, you will be invoiced monthly, at the latest on the fifteenth working day of the following month. You will only receive electronic statements (credit notes) in PDF format.

b) There is no minimum balance for the payout.

c) We will pay you the settled amount within 15 working days after the settlement in the resulting currency. We are entitled to make the payment also in Euro; for a conversion of the currencies, the exchange rates of the Deutsche Bundesbank shall apply accordingly.

d) In the partner account you can choose a suitable payout method for you. To receive payouts, please enter the required payout data. You must be the recipient of the payouts. As far as we incur costs from the deposit of false or incorrect payout data, these are to be borne by you.

e) If a payout is not possible, e.g. due to incorrect payout data, we will cancel the settlement and the settled amount will be credited to your partner account.

2.3 Value added tax

Partners with proof of VAT liability in Germany will receive the statutory VAT in addition to the remuneration according to these terms and conditions. The partner is responsible to inform UnlimitedPixel about the current status of his VAT liability in Germany.

For partners abroad, the liability for tax is shifted to us in accordance with §13b UStG (Reverse Charge). These partners receive their remuneration without VAT. Partners with a European VAT identification number are obliged to inform us of this.

2.4 Tax deduction

a) If you are not resident in Germany, your remuneration may be subject to limited tax liability in Germany. In the case of the application of § 50a EStG, the income or corporation tax is levied by way of tax deduction.

b) We are obliged to withhold tax for your account and will reduce the payment of the remuneration accordingly. We will declare the withheld tax to the German Federal Central Tax Office (BZSt) and pay it to them. Upon request, you will receive a tax certificate from us according to the officially prescribed model. However, one of the following exceptions may apply to you.

c) Upon request, the BZSt can authorize us to apply a simplified procedure for tax deduction. This makes it possible for your remuneration not to be taxed in Germany or only at a lower tax rate. In order to apply this procedure, a double taxation agreement between your country of residence and Germany as well as other requirements must be fulfilled. With the application for participation in this simplified procedure, our and your consent to the forwarding of data to your (country of residence) is deemed to have been granted in accordance with § 50d para. 5 sentence 5 EStG. The German tax authorities can inform the tax authorities of your country of residence about the remuneration payments.

d) If the legal requirements are met, you can apply to the BZSt for full or partial exemption from tax deduction. If we have a valid exemption certificate at the time of the settlement of the remuneration, we will not make a tax deduction to the corresponding extent.

e) If you are only partially exempt from tax deduction in the cases of sections c) or d), we are obliged to make the tax deduction for your account for the remaining part and will reduce the payment of the remuneration to you accordingly. In this case, we will declare the withheld tax to the BZSt and pay it to them. As far as required by law, you will receive a tax certificate from us upon request according to the officially prescribed model.

3. your content and your use of our services

a) Content that you post using our Services is owned by you ("Your Content").

These include in particular:

  • Your provided designs
  • Your terms and

b) You are responsible for Your Content. Therefore, you warrant and represent to us and our affiliates, legal representatives, employees and agents (collectively, "Authorized Persons") that

  • Your contents
  • Your advertising measures for your contents as well as
  • Your other use of our services does not violate the laws and rights of third parties (in particular copyrights, personal rights, trademark rights and other ancillary copyrights). If such claims are asserted against you, you must inform us immediately.

c) We are not obligated to use your content. Regardless of other provisions in these terms and conditions, we are entitled at any time to refuse the publication of your content, to limit it to certain sales channels or to terminate it.

d) If we have reasonable grounds to suspect that your conduct violates the law or the rights of third parties, we may take the following actions in particular:

  • withhold your compensation pending final resolution of the dispute
  • to immediately stop the publication of your content and
  • provide information requested by third parties about your content (including information about the origin, production, sale and distribution of your content).

e) In the event of a breach of the aforementioned obligations, the entitled parties may demand compensation from you for the resulting damage and indemnification from all third-party claims.

4. advertising

For advertising purposes, we are entitled to use your content and also to name you as a reference. However, there is no obligation to mention you.

5. limitation of liability

a) In the event of simple negligence, we (and our legal representatives, employees and vicarious agents) shall only be liable to you for damages

  • from the injury of the life, the body or the health or
  • from the breach of an essential contractual obligation (obligation, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which you regularly trust and may trust); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage.

b) The aforementioned limitation of liability does not apply, however, insofar as we are liable to you

  • fraudulently conceal a defect,
  • have assumed a guarantee for the quality of a good or
  • are liable without fault on the basis of a statutory provision.

6. contract period

The contract with you is concluded for an indefinite period and can be terminated by either party at any time in text form. It is equivalent to a termination if you close your partner account. After termination, we will bill your partner account in accordance with section D.2.2. without regard to the existence of a minimum balance.

7. final provisions

a) You are only entitled to rights of set-off or retention insofar as your claim has been legally established or is undisputed. Furthermore, you may only exercise a right of retention if your claim is based on this contract. Your defect or warranty claims remain unaffected in any case.

b) You may not transfer your partner account and the contract with us to other persons. The same applies to your claims from the contract with us.

c) Contractual regulations of you that deviate from, contradict or supplement these GTC (for example, your own general terms and conditions) shall not apply.

d) Changes to the contract (including these terms and conditions) with you can also be agreed as follows:

aa) As far as the change of the contract is reasonable for you, we are entitled to change the contract if

  • legal, official, economic or technical framework conditions underlying the contract change, or
  • new functions of our services are introduced or existing functions of the services are adapted.
  • A change is reasonable as long as it does not significantly disturb the contractual balance and does not result in a significant restriction of the services you use.

bb) If we would like to change the contract in the aforementioned cases, we will inform you of this no later than three weeks before the planned entry into force of the contract change and offer you the validity of the new contract. If you do not object to the validity of the new contract within three weeks after receipt of our offer by declaration to us in text form, the changes shall be deemed accepted by you upon expiry of the deadline. If you object to the validity of the new contract in due form and time, the contract will be continued without any changes. However, in this case we reserve the right to terminate the contract with you in order to guarantee a uniform treatment of all partners. At the beginning of the three-week objection period, we will inform you once again about your right to object, the options for declaring the objection and the intended significance of your conduct.

e) The contract with you is subject to the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods, as well as the conflict of laws.

f) In the event that disputes should arise between us and you from the contract, our registered office shall be the place of jurisdiction if

  • you are a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch)
  • you do not have a general place of jurisdiction in Germany
  • you move your domicile or usual place of residence outside Germany after conclusion of the contract, or
  • your domicile or usual place of residence is not known to us at the time the action is brought.

g) Should one or more provisions in these General Terms and Conditions be or become invalid or void in whole or in part, or should these General Terms and Conditions contain a loophole, this shall not affect the validity of the remainder of the contract.

Nice that you have read the terms and conditions to the end. We wish you much success with UnlimitedPixel.