Terms of Use

of TFJ Buycycle GmbH

Status: July 1st, 2024

1. General Provisions

   1. The company TFJ Buycycle GmbH, headquartered in Munich, business address: Atelierstraße 12, 81671 Munich, registered in the Commercial Register of the Local Court of Munich under HRB 263786, Managing Directors: Theodor Golditchuk and Jonas Jäger, Phone: +49 89 628 24621, E-Mail: info@buycycle.de, Internet: www.buycycle.com, VAT ID: DE341044568 (hereinafter "Buycycle"), offers consumers within the meaning of sec. 13 German Civil Code (Bürgerliches Gesetzbuch „BGB“) (hereinafter referred to as "Consumers") and merchants within the meaning of the German Commercial Code (Handelsgesetzbuch „HGB“) and legal entities within the meaning of sec. 14 BGB (hereinafter referred to as "Businesses") (Businesses and Consumers together hereinafter referred to as "Users") the opportunity to use the trading system on the online Marketplace operated by Buycycle under the domain www.buycycle.com (hereinafter referred to as "Marketplace") in accordance with the provisions of these "Terms of Use" within the framework of a service contract.

   2. The Marketplace serves to bring together suppliers and interested parties with regard to the trade in bicycles and individual bicycle components (hereinafter collectively referred to as "Goods"). Other goods or products cannot be traded via the Marketplace.

   3. These Terms of Use contain, in addition to the General Terms and Conditions of Buycycle (hereinafter "GTC "), the final conditions for the use of the Marketplace and the services offered by Buycycle as well as for the contract of use to be concluded between the User and Buycycle for the full use of the Marketplace. With the use of the Marketplace, but at the latest with the admission according to Section 2, the User recognizes these Terms of Use as authoritative.

   4. General terms and conditions of the User or third parties other than these Terms of Use, in particular deviating, conflicting or supplementary general terms and conditions of the User or third parties, shall only become part of the contract if and to the extent that Buycycle has expressly agreed to their validity in writing. General terms and conditions of the User or third parties therefore do not apply subject to express consent, even if Buycycle does not separately object to their validity in individual cases or refers to the exclusive validity of these Terms of Use. The consent requirement applies in any case. In particular, Buycycle's reference to a letter that contains or refers to the general terms and conditions of the User or a third party, as well as the unconditional performance or delivery in the knowledge of the general terms and conditions of the User or third parties, does not constitute consent to the validity of those general terms and conditions.

2. Admission and access to the Marketplace; user account; user contract

   1. The Marketplace is available for use by both Consumers and Businesses.

   2. By using the Marketplace, even without prior registration, the User recognizes these Terms of Use and the GTC as binding.

   3. A prerequisite for the full use of the Marketplace (in particular for the use of the Buycycle services described in Section 4.2 and for the creation of Advertisements) is the creation of a user account (registration) and authorization by Buycycle. There is no entitlement to admission or use of the Marketplace.

   4. Registration

      1. To register and create a user account, the following data must be entered in the input mask.

      2. Alternatively, the User can log in to the Marketplace to create a user account or to register using the so-called "single sign-on procedure" if the User has a Facebook, Google or Apple account. All relevant information about the User and the profile picture are taken from the respective account.

      3. c) In each case of registration, after entering the required data, the checkboxes GTC ("I hereby confirm that I have read and accept the Terms of Use and the General Terms and Conditions.") and Privacy Policy ("I have read the Privacy Policy. I agree that my personal data may be collected, processed and stored electronically for the purpose of registration and creation of a user account. I can revoke my consent given in this regard at any time for the future by sending an e-mail to info@buycycle.de.") 

      4. Registration is only possible with a valid e-mail address, which is also used for communication between the User and Buycycle.

   5. When registering, the User creates a password for their user account. The User can change the password in his user account at any time. The User may not disclose or make the password accessible to third parties and must keep it safe in order to prevent misuse.

   6. By submitting the registration form, the User submits an offer to conclude a user contract with Buycycle, with which he agrees to these Terms of Use and the GTC. If Buycycle accepts the registration, the User will receive an email with an activation link, whereby Buycycle accepts the offer to conclude a user contract. Through this declaration of acceptance by Buycycle, a contract of use is concluded. The rights and obligations arising from the user contract concluded between the user and Buycycle are exclusively and conclusively governed by these Terms of Use and the GTC. These Terms of Use and the applicable GTC will be sent to the user together with the activation link to the e-mail address provided by the User.

   7. The User's user account is created by clicking on the activation link in accordance with the User's details on the Marketplace.

   8. After the user account has been created, the User must provide a valid delivery or shipping address and can add further information and a profile picture. With the created user account, the User can now use the Marketplace without restrictions and in particular post sales offers (advertisements) directed at other Users, as well as submit purchase offers to other Users and make use of the Additional Paid Services of Buycycle. Further details are regulated by the GTC.

   9. The User warrants that the information provided to Buycycle and other Users, in particular during registration, is true and complete. He undertakes to inform Buycycle immediately of any future changes to the information provided by updating his user account and the data stored there.

   10. All logins are individualized and may only be used by the authorized User. The User is obliged to keep the login and password secret and to protect them from unauthorized access by third parties. The User is also responsible for keeping any employee logins secret and will instruct his employees accordingly. In the event of suspected misuse by a third party, the User will inform Buycycle immediately. As soon as Buycycle becomes aware of the unauthorized use, Buycycle will block the unauthorized User's access. Buycycle reserves the right to change a User's login and password; in such a case, Buycycle will inform the User immediately.

   11. Buycycle is entitled to block access to individual content or to the Marketplace at any time, e.g. if there is a suspicion that the User is violating applicable law, these Terms of Use, the GTC or the rights of third parties. The User can avert these measures if they dispel the suspicion by providing suitable evidence at their own expense. The User has no claim to the maintenance of individual functionalities in the Marketplace.

   12. Each User may only register once for private and/or business use of the Marketplace. A user account is not transferable to third parties.

3. Services offered on the Marketplace by Buycyle

   1. The Marketplace is a platform for Buyers and Sellers to trade bicycles and bicycle components. The Marketplace has an integrated, automated messaging system to simplify communication between Buyer and Supplier (chat) as well as extensive functionalities for managing and monitoring all ongoing business transactions.

   2. The services of Buycycle include, but are not limited to:

      1. Making the Marketplace available for use after approval by the User;

      2. Enabling negotiations and the conclusion of contracts on the Marketplace through sales advertisements initiated by the Seller;

      3. Creation of information and communication opportunities among the Users or contracting parties;

      4. Providing shipping material to the Seller;

      5. Buyer-Protection and other services in accordance with the GTC;

      6. Consulting and support services for users (support) as well as additional paid services from Buycycle in accordance with the GTC.

   3. Buycycle owes an annual average availability of the Marketplace for the agreed services of 98.5%. This includes necessary maintenance work. An interruption may not last longer than 48 hours.

   4. The concrete graphic and functional design of the contractual usage options, the extension or adaptation of the usage options with additional features or services or their supplementation with paid Additional Paid Services are at the discretion of Buycycle. Buycycle is entitled to modify, expand and/or adapt the specific design at any time while retaining the contractual usage options.

   5. Buycycle is entitled to engage third parties as subcontractors for the provision of the contractually owed services. In addition, Buycycle can transfer rights and obligations from the user contract to one or more third parties (contract takeover). In the event of a complete takeover of the contract, the User has the right to terminate the contract without notice.

4. User obligations

   1. The User may only use the Marketplace for the contractually stipulated private and business purposes without the express permission of Buycycle. The User is prohibited from any misuse beyond this purpose limitation.

   2. The User is also obliged to,

      1. set up and maintain the necessary data security precautions during the entire term of the contract. This essentially relates to the careful and conscientious handling of logins and passwords;

      2. inform Buycycle immediately of any technical changes occurring in its area if they are likely to affect the provision of services or the security of Buycycle's Marketplace;

      3. cooperate in the investigation of attacks by third parties on the Marketplace, insofar as this cooperation by the User is required;

   3. The User undertakes to refrain from all measures that endanger or disrupt the functioning of the Marketplace and not to access data that he is not authorized to access. Furthermore, the User must ensure that the information and data transmitted via the Marketplace is not infected with viruses, worms or Trojan horses.

   4. Furthermore, the following actions by the User in particular are prohibited and shall be deemed improper use of the Marketplace:

      1. the use of software, scripts or databases in connection with the use of the Marketplace;

      2. the automatic reading, blocking, overwriting, modifying, copying of data and/or other content, unless this is necessary for the proper use of the Marketplace;

      3. publishing your own or third-party telephone numbers, Internet addresses or other contact options in the text area or in direct communication; 

      4. systematically reading the contact details of other Users for the purpose of passing them on to third parties;

      5. harassment of other Users through aggressive, obscene, offensive, defamatory, intrusive or other unacceptable forum posts or messages;

      6. inciting other Users to misuse the Marketplace; 

      7. extensive or permanent use of the Marketplace for the publication and distribution of content that does not correspond objectively to the purpose or subject area of the Marketplace and that may impair the attractiveness of the Marketplace for other Users;

      8. the use of third-party identities for registration, the posting of Advertisements for sale or the sending of messages.

1. When creating Advertisements, the following applies: By clicking on the “Publish" button, the Seller also expressly declares to observe and comply with the following obligations when creating Advertisements:

   1. The Seller undertakes not to store any illegal content that violates the law, official requirements or the rights of third parties on the storage space provided.

   2. The Seller undertakes to Buycycle that any content posted in the Marketplace will not violate applicable law or morality either in content or form. Furthermore, the Seller is prohibited from posting content that violates the rights, in particular trademark, patent, other property rights or trade secrets of third parties. The same applies to the setting of external links.

   3. If the content provided by the Seller violates applicable law, morality, legal or official prohibitions, Buycycle may refuse the corresponding processing orders. A violation exists in particular in the provision of content that concerns, represents or contains the following points:

      • Anti-constitutionalism; racism, xenophobia and discrimination;

      • Endangering minors and/or glorification of violence and extremism of any kind;

      • Incitement and incitement to criminal offenses and violations of the law, threats against life, limb or property;

      • incitement against persons or Businesses;

      • statements that violate personality rights, defamation, libel and slander of Users and third parties;

      • copyright infringing content or other infringements of intellectual property rights and breaches of fair-trading law;

      • sexual harassment of Users and third parties as well as offensive, sexist, obscene, pornographic, vulgar, abhorrent or vile materials and expressions.

   4. Content protected by copyright may only be included in contributions without the consent of the respective rights holder within the scope of the applicable quotation law. Quotations are to be marked by highlighting using the quotation function and a reference to the source and must include an intellectual reference to the quoted work. Foreign-language quotations must also be translated into German to such an extent that the content is roughly clear. Incorrectly quoted contributions in particular can be removed or corrected by the moderators. The distribution and/or public reproduction of any content of the Marketplace without the consent of Buycycle is prohibited.

   5. The Seller undertakes to provide complete, truthful and transparent information on the condition of the Goods in the sales advertisements. The seller also undertakes to only offer Goods for sale via the Marketplace of which he is the owner or has been authorized to sell by the respective owner and the respective Goods are not encumbered with any security interests. Buycycle may request information and documents from the Seller that are necessary to prove his ownership rights or other entitlements to the sale.

   6. The User warrants to Buycycle and all other users that the User will comply with the data protection requirements with regard to the data transmitted by the User and indemnifies Buycycle against any claims, including claims under public law.

2. The User undertakes to compensate Buycycle for all damages resulting from the User's non-compliance with these obligations and to indemnify Buycycle against all claims of third parties, including legal fees and court costs, which they assert against Buycycle due to the User's non-compliance with these obligations.

3. Should there be any disruptions in the use of the Marketplace or its functionalities, the User will inform Buycycle of this disruption immediately. The same applies if the User obtains information about content published by third parties that obviously violates these Terms of Use, the GTC applicable law or the rights of third parties.

2. Third party content

   1. Users are prohibited from posting content (e.g. through links or frames) on the Marketplace that violates legal regulations, official orders or morality. They are also prohibited from posting content that violates the rights, in particular copyrights or trademark rights, of third parties. In the event that the content contains hyperlinks to third-party sites, the User warrants that he/she is authorized to use the hyperlink and that the website to which the link refers (so-called landing page) is compatible with applicable law and the rights of third parties.

   2. Buycycle does not adopt third-party content as its own under any circumstances. The Seller guarantees Buycycle and the other Users of the Marketplace that the Goods offered by the Seller do not infringe any copyrights, trademarks, patents, other intellectual property rights or trade secrets.

   3. Buycycle reserves the right to block third-party content if it is punishable under the applicable laws or clearly serves to prepare criminal acts.

   4. The User shall indemnify Buycycle against all claims asserted by third parties against Buycycle due to the infringement of their rights or due to legal violations based on the offers and/or content posted by the User, insofar as the User is responsible for these. In this regard, the User also bears the costs of Buycycle's legal defense, including all court and legal fees.

3. Violations; warning and termination

1. Actions taken using a User's login are generally attributable to the User. Users are responsible for all declarations of intent made on the Marketplace. For declarations made by third parties under the User's member account, they are liable to a foreseeable extent in accordance with the principles of a contract with protective effect for third parties.

2. Buycycle is entitled to warn the User in the event of a violation of these Terms of Use, the GTC or the general rules of decency or morality (in this case Buycycle will inform the User in text form about the violation and request the User to cease and desist) and/or temporarily or permanently exclude the User from using the Marketplace and, if necessary, will initiate civil and/or criminal proceedings.

3. In the case of Section 7.1, the user contract can be terminated without notice even without a prior warning. In this case, Buycycle will block the user's account if necessary.

4. If the contract of use with the User has been terminated or otherwise ended due to a breach within the meaning of Section 7.1, the User is no longer entitled to use the Marketplace or to register for it again. Furthermore, the User is not authorized to use the Marketplace with another user account.

5. Reference is made to Section 2.3, last sentence.

2. Liability of Buycycle

   1. Clarification: In no case does the User's content represent the opinion of Buycycle and Buycycle does not adopt it as its own.

   2. Buycycle is liable for intent and gross negligence without limitation, but for slight negligence only in the event of a breach of material contractual obligations. Liability in the event of a breach of such a material contractual obligation is limited to the damage typical for the contract, the occurrence of which Buycycle had to expect at the time the contract was concluded due to the circumstances known at that time.

   3. Buycycle is not liable for disruptions within the network for which Buycycle is not responsible.

   4. Buycycle is only liable for the loss of data in accordance with the above paragraphs if such a loss could not have been avoided by appropriate data backup measures on the part of the User.

   5. Liability does not extend to impairments of the contractual use of the services provided by Buycycle on the Marketplace caused by improper or incorrect use by the User.

   6. Insofar as Buycycle's liability is excluded or limited, this also applies to the personal liability of Buycycle's legal representatives, executives and other vicarious agents.

   7. Insofar as the Marketplace offers the possibility of forwarding to databases, websites, services, etc. of third parties, e.g. through the posting of links. Buycycle is not liable for the accessibility, existence or security of these databases or services, nor for their content. In particular, Buycycle is not liable for the legality, accuracy, completeness, timeliness, etc.

   8. Liability for damages resulting from injury to life, body or health and under the Product Liability Act remains unaffected by the above limitation of liability.

3. Data processing and compliance with confidentiality by Buycycle; protection of secrets

   1. Buycycle's servers are secured according to the state of the art, in particular by firewalls; however, the User is aware that there is a risk for all participants that transmitted data can be read in the transmission path. This applies not only to the exchange of information via e-mail that leaves the system, but also to the integrated messaging system and all other data transmissions. The confidentiality of the data transmitted when using the Marketplace can therefore not be guaranteed.

   2. The user agrees that Buycycle may store information and non-personal data about the behavior of Users during the execution of these transactions in anonymized form and use it exclusively in this anonymized form for marketing purposes, e.g. for the creation of statistics and presentations.

   3. Buycycle is authorized to process and store the non-personal data received from the User in connection with the business relationship during the term of this contract. Specifically, the User agrees that Buycycle may:

      1. store and processes the company data and invoice data provided by the User as part of the application for admission as well as corresponding updates communicated by the User;

      2. store the data independently entered into the Marketplace by the User in connection with the company presentation desired by the User in the trading area under administration and makes it available for retrieval by other registered and non-registered Users in the public and closed areas of the Marketplace;

      3. store non-personal data on the content of transactions and forwards it to other Users and - if the User concerned so wishes by selecting a public transaction - makes it available for retrieval in the public area of the Marketplace for other registered and non-registered Users.

   4. Buycycle will otherwise treat all data concerning the User, which is marked as confidential by the User, confidentially and only use it in accordance with these Terms of Use and the GTC. Buycycle reserves the right to deviate from this if Buycycle is required to disclose the User's data due to legal or official orders.

   5. With regard to personal data, please refer to Buycycle's privacy policy at [link].

   6. Buycycle may only obtain, use or disclose trade secrets of the User within the scope of application of sec. 1 GeschGehG in accordance with the provisions of sec. 3, sec. 4, sec. 5 GeschGehG.

4. Prohibition of assignment

A partial or complete transfer of the User's rights from the contract with Buycycle to third parties is excluded.

5. Duration of contract

   1. The contract of use on which these Terms of Use are based is concluded for an indefinite period.

   2. The User can terminate the user contract at any time by deleting his user profile.

   3. The user contract can be terminated by Buycycle with a notice period of two weeks.

   4. Each party has the right to terminate the contract for good cause without observing a notice period. An important reason for Buycycle is in particular:

      1. a User's breach of the provisions of these Terms of Use which is not remedied even after a deadline has been set;

      2. the tortious act of a User or the attempt of such, e.g. fraud;

      3. the User is more than six weeks in arrears with a payment due to Buycycle.

      4. ongoing operational disruptions due to force majeure beyond Buycycle's control, e.g. natural disasters, fire, breakdown of supply networks for which Buycycle is not responsible.

   5. Any notice of termination must be given in writing. Notices of termination by fax or e-mail comply with the written form requirement.

6. Final Provisions

   1. 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. 

   2. The exclusive place of jurisdiction for all disputes arising from or in connection with a contract between us and the user is Munich, provided that the contracting parties are merchants, the user has no general place of jurisdiction in Germany or in another EU member state, the user has moved his permanent place of residence abroad after these General Terms and Conditions have come into force or the user's place of residence or habitual abode is not known at the time the action is brought. Buycycle is also entitled to sue at the general place of jurisdiction of the User.

   3. Buycycle reserves the right to change these Terms of Use, provided that the changes are reasonable for the User and the essential provisions of existing contractual relationships remain unaffected. Buycycle will notify the User of the changes in writing at least six (6) weeks before they come into effect. If the User does not agree to the changes, the User may object in writing within one week before the planned entry into force of the changes. Without an objection from the User, the changes are considered approved. Buycycle will expressly inform the User of the significance of his silence when notifying him of the changes to the Terms of Use.

   4. Should provisions of these Terms of Use or a provision included in them in the future be wholly or partially invalid or unenforceable or lose their legal validity or enforceability at a later date, this shall not affect the validity of the Terms of Use. The same applies if contracts between the contracting parties contain a loophole. In place of the invalid or unenforceable provisions or to fill the gap, an appropriate provision shall apply that comes closest to what the contracting parties intended or would have intended according to the meaning and purpose of the contract if they had considered the point when concluding this contract or when subsequently including a provision. 

   5. The severability clause in Section 12.3 is not to be understood as a reversal of the burden of proof, but as a waiver of sec. 139 BGB.