General Platform Terms
July 2024
1. OVERVIEW AND ACCEPTANCE OF USE
Welcome to Duffle! Duffle Travel Retail Platform GmbH (“Duffle”) is a curated online marketplace connecting creative brands with consumers, accessible through its websites and mobile applications (together, the “Platform”). Throughout these Terms of Service (“Terms”), the terms “Duffle”, “our”, “us”, and/or “we” refer to Duffle Travel Retail Platform GmbH, located at c/o ACHT Berlin, Schönhauser Allee 8, 10119 Berlin, Germany. The terms “you” and/or “your” refer to any visitor of the Platform and any user of the Services. These Terms govern your access to and use of the Platform and constitute a binding legal agreement between you and Duffle.
Please read these Terms and our Privacy Policy [Link], all of which are incorporated herein by reference and govern your access to and use of the Platform. The Services are offered and available solely to users who are 18 or older. By using the Platform, you represent and warrant that you are of legal age to form a binding contract with Duffle and meet the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Platform. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that party to these Terms and, in such event, “you” and “your” will refer and apply to that party.
YOU ACKNOWLEDGE AND AGREE THAT BY CONFIRMING THE TERMS OF SERVICE WHEN REGISTERING, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS AND POLICIES REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM OR COLLECTIVE CONTENT.
2. MODIFICATION
We reserve the right, at our sole discretion, to modify, suspend, discontinue, or terminate the Platform or any content, feature, or material we provide thereon. We also reserve the right to modify these Terms from time to time upon reasonable prior written notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Platform to users. You agree that it is your responsibility to monitor changes to our Platform. If we modify these Terms, we will provide you with reasonable prior written notice and post the modification on the Platform and/or provide you with notice of the modification. By continuing to access or use the Platform thereafter, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Platform.
3. ACCOUNT REGISTRATION
To access certain features of the Platform and to post any content, you must register to create an account (“Account”). You may register directly via the Platform. During the registration process, you will be required to provide certain information and establish a username and a password. You agree that all information you provide to register for an Account (and/or for any subsequent activity or interaction with Duffle and the Platform), including through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information or information you provide, consistent with our Privacy Policy.
You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. We reserve the right to temporarily suspend or permanently terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You are responsible for safeguarding your password and you agree that you will not disclose it to any third party. You agree that you are solely responsible for any activities or actions under your Account, whether you authorized them or not. You will immediately notify us of any unauthorized use of your Account. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
4. LICENSE GRANTED BY DUFFLE
License Grant. Subject to the terms and conditions of these Terms, Duffle grants you a non-transferable, non-exclusive, royalty-free, revocable, limited license, with no right to sublicense, to use and access the Platform and to view any content to which you are permitted access solely for the purposes set forth in these Terms.
Restrictions. Except as otherwise stated, the rights granted herein are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform or its content; (b) you shall not copy, reproduce, disseminate, distribute, modify, adapt, create derivative works of, publicly display, publicly perform, stream, broadcast, republish, download, disassemble, reverse compile, reverse engineer, store, post, or transmit any of the material or content on our Platform; and (c) you shall not interfere with or circumvent any feature of the Platform, including any security or access control mechanism, in whole or in part, except as permitted in these Terms. Except as expressly granted in these Terms, no licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Duffle, its licensors, or others. If you violate the rights of Duffle, its licensors, or others, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.
5. PLACEMENT OF GOODS AND SERVICES
5.1. Duffle offers the Partner the placement of goods and services in accordance with this Agreement.
5.2. The Partner is not permitted to place links to third-party websites or advertising on the Platform.
5.3. The Partner is obliged to list only those goods and services on the Platform which the Partner can freely dispose of; the goods and services must already be in the Partner's possession at the time of listing in the quantity stated or to be expected on the basis of advertising or must be able to be produced or provided by the Partner by the time the purchase contract is concluded.
5.4. In order to provide End Customers with a unique and innovative user experience on the Platform, Duffle reserves the right to introduce additional specifications and guidelines for the goods and services placed on the Platform by Partners. If Duffle introduces such specifications and guidelines, Duffle will inform the Partner in good time before they become part of the Agreement.
5.5. There is no entitlement to the placement of certain goods and services. The decision as to which goods and services of the Partner are actually displayed on the Platform is at the discretion of Duffle. In the event of a breach of this Agreement, Duffle reserves the right not to display goods and services of the Partner for end customers or to remove them from the Platform.
6. INTELLECTUAL PROPERTY AND INDEMNIFICATION
6.1. The Partner is obliged to provide Duffle with complete information and materials on the Partner Locations, goods, and services that they wish to place on the Platform as required by applicable law, including but not limited to labeling and information obligations ("Partner Materials"). The Partner shall ensure and warrant that their Partner Materials are always up-to-date, complete, and in compliance with applicable law.
6.2. The Partner is further obliged, at Duffle's first request, to provide images, illustrations, brands, trade names, logos, trademarks, labels, and other data reasonably required by Duffle to present the Partner, Partner Locations, goods, and services on the Platform and to grant Duffle a corresponding right of use.
6.3. The Partner is solely responsible for all Partner Materials provided by them and their legal conformity. The Partner shall indemnify Duffle against all claims of third parties, including governmental authorities, which they assert against Duffle due to the violation of applicable law in relation to the Partner Materials provided by the Partner and published on the Platform and in relation to goods and services sold via the Platform, and shall bear the costs and expenses (including reasonable legal fees) incurred by Duffle due to such claims of third parties. Duffle shall not admit such third-party claims without the consent of the Partner or enter into a settlement with the third party, whereby the Partner may only withhold their consent for good cause. Any claims for compensation for further damages remain unaffected.
6.4. Duffle has the right but not the obligation to add, remove or edit certain Partner Materials regarding Partner Locations, goods, and services on the Platform if necessary, e.g., to ensure a uniform presentation of goods and services on the Platform, compliance with applicable law or this Agreement, or to correct missing and/or incorrect information.
6.5. To the extent that the Partner provides Duffle with Partner Materials that are subject to intellectual property rights (e.g., logos, trademarks, and other content that are subject to copyright, trademark rights, and other rights), the Partner grants Duffle all rights to these Partner Materials necessary for the performance of the contract and the provision of the Services. This includes, in particular, the right to store and reproduce the Partner Materials and content, to market Partner Locations, goods, and services on the Platform, to place and offer them on the Platform and to use them for all other related purposes. In particular, this also includes the right of Duffle to edit, reproduce and store the Partner Materials provided by the Partner (including but not limited to product descriptions and product photos) in a central database on the Platform, to extract them, and to use them for the promotional presentation of goods on the entire Platform and to distribute them in this way. The above in no
way implies that the Partner transfers the intellectual property to Duffle (unless expressly agreed otherwise in a separate contract). Duffle agrees not to use the Partner's Intellectual Property for any purpose other than as expressly authorized in this Agreement.
6.6. The Partner shall ensure and warrant that the Partner Materials provided by them or other content provided by them in this context:
- are free from third party rights or the Partner has all necessary copyright, trademark rights, and other rights to enable Duffle to use the Partner Materials free from third-party rights;
- do not contain viruses, Trojans, spyware, or other malware;
- are not anti-competitive;
- do not contain any defamatory statements or representations,
- are not unlawful or contain criminal content or content that is generally likely to damage the reputation of Duffle.
6.7. The Partner shall indemnify Duffle against all claims of third parties, including governmental authorities, which they assert against Duffle for the use of the Partner Materials (including any websites or other content linked therein) and shall bear the costs and expenses (including reasonable legal fees) incurred by Duffle due to such claims of third parties. Duffle shall not admit such third-party claims without the consent of the Partner or enter into a settlement with the third party, whereby the Partner may only withhold their consent for good cause. Any claims for compensation for further damages remain unaffected.
7. FEES AND PAYMENT
7.1. The commission fee for the services provided by Duffle is 20%. All other terms regarding fees and invoicing are as specified in this Agreement.
7.2. By submitting payment details in conjunction with registering for an Account and/or purchasing goods, you agree to pay the fees for the goods purchased and any applicable taxes and other fees that may accrue and authorize a payment processor appointed by Duffle to charge the payment method with the information you have supplied to us, and/or to credit such payment method to make any adjustments if necessary. We reserve the right to correct any errors in pricing. We have the right to refuse any order.
8. SUPPORT
8.1. Partners can contact Duffle at support@dtrp.io to request assistance. The support team is available to process requests and assist with questions or problems.
9. REVIEWS BY END CUSTOMERS
9.1. Duffle has the right to display reviews and comments ("Reviews") on the Platform that have been submitted by End Customers in relation to a Partner Location or a good or service. Duffle is not responsible for these reviews and will only remove or edit reviews - and only in accordance with applicable law - if they are unlawful, inappropriate, damaging to reputation, or otherwise objectionable.
9.2. The Partner may not publish its own reviews on the Platform or cause third parties to publish reviews on the Platform that are misleading, untrue, or otherwise in breach of the Platform's terms of use.
10. MARKETING
10.1. For the duration of this Agreement, the Parties grant each other the free and non-exclusive, non-transferable right to use the trademarks, logo, and other designations of the other Party exclusively for the purpose of marketing and advertising the cooperation between the parties in relation to the Platform in accordance with this Agreement on their own website and in other marketing and advertising campaigns online and offline.
10.2. Duffle will provide the Partner in due course with marketing materials and guidelines on how the Partner can use the marketing materials to promote their own business and the joint cooperation with Duffle.
10.3. Otherwise, the Partner is not permitted to use the intellectual property rights of Duffle in any context to which Duffle has not expressly consented, at least in text form (email sufficient).
11. GENERAL OBLIGATIONS OF THE PARTNER
11.1. The Partner shall ensure and warrant that the information provided in the onboarding form is accurate and complete. The Partner will inform Duffle immediately of any future changes to the information provided. If further information or documents are necessary by Duffle in addition to the onboarding form, Duffle is authorized to request these from the Partner at any time.
11.2. The Partner shall use the Platform in accordance with this Agreement and applicable law. Furthermore, the Partner shall refrain from any action that is likely to impair the functionality of the Platform.
11.3. The Partner is obliged to ensure that the prices for the goods and services placed on the Platform correspond to the prices on their own website or other sales channels used by the Partner.
11.4. In addition to the Partner Materials (as defined above), the Partner is obliged to provide Duffle with all legal information required by applicable law, such as an imprint, general terms, instructions to End Customers on the right of cancellation, privacy policy, if applicable, and other consumer notices that are relevant under applicable law, and to check these on an ongoing basis for conformity with applicable law and Duffle's specifications. The Partner may not use terms and conditions or other legal documents that contradict those of Duffle or applicable law.
11.5. The Partner shall obtain and maintain all necessary permits and authorizations (in particular in accordance with the relevant food and beverage and/or health and safety laws and/or regulations) required for the business operations in the participating Partner Locations and the fulfillment of the obligations under this Agreement.
12. RESTRICTION OF ACCESS AND DEACTIVATION OF GOODS AND SERVICES
12.1. Duffle will, to the best of their ability, ensure constant availability of the Platform within the scope of foreseeable requirements and in accordance with the usual technical standard. However, for technical reasons and due to the dependence on external influences, e.g., disruption of the power supply, hardware, and software errors, uninterrupted availability cannot be guaranteed. Duffle may restrict access and availability of the Platform if the security of the Platform operation, the maintenance of the Platform integrity, in particular the avoidance of serious disruptions, the software or stored data, the interoperability of the services or data protection, official or court orders or the rights of third parties require this or if it is necessary for maintenance purposes.
12.2. Without prejudice to any other rights under the terms of the Agreement, Duffle shall have the right to suspend access to the Platform for the Partner in whole or in part and to disable or remove from the Platform any of the Partner's goods and services placed on the Platform if: (i) the Partner has not paid an invoice due under this Agreement; (ii) there are indications that the Partner is in breach of the provisions of this Agreement or applicable law or is negatively affecting the business or reputation of Duffle; the Partner Material on the Platform is misleading, untrue, or otherwise in breach of applicable law or the Agreement; (iii) Duffle is obliged to do so under applicable law or an official order.
12.3. Any restriction or suspension pursuant to clause 12.2 above shall not in itself result in the termination of this Agreement, the provisions of which shall remain in full force and effect.
12.4. The Partner has the opportunity to remedy the (suspected) violation at their own expense. Duffle may, at their own discretion, revoke the decision to restrict or block access; Duffle will restore access as soon as the Partner proves that the reasons stated for the restriction or blocking do not (or no longer) exist. Further rights of Duffle remain unaffected.
13. COMMENCEMENT AND TERMINATION OF CONTRACT
13.1. This Agreement shall commence on the Start Date specified in the onboarding form and runs for the period specified therein.
13.2. If a fixed term is not specified in the onboarding form or the onboarding form does not specify otherwise, the Agreement can be terminated by either Party with a notice period of three (3) months to the end of the month.
13.3. The right to extraordinary termination for cause remains unaffected. Cause shall be deemed to exist in particular,
13.3.1. in the event of repeated or persistent breach of a provision of this Agreement by the other Party if this breach is not remedied within five (5) days of receipt of a written notice from the other Party. A notice or setting of a deadline is not required if the continuation of the contractual relationship appears unreasonable due to the severity of the breach, if success is not to be expected or if immediate termination appears justified in consideration of the interests of both Parties.
13.3.2. in the event that the Partner is in default with a payment of fees for Duffle's Services by more than four (4) weeks;
13.3.3. for one Party in the event of the insolvency of the other Party, insolvency or comparable official proceedings, dissolution or liquidation, the appointment of an insolvency administrator for all or part of the assets of the other Party.
13.4. If the Partner is listed with several Partner Locations on the Platform and if there is a reason justifying extraordinary termination only with regard to one of the Partner Locations, Duffle reserves the right to terminate the Agreement with the Partner in full or only partially with regard to the respective Partner Location. In any case, termination requires at least text form (email sufficient).
14. DATA PROTECTION
14.1. The Parties shall comply with the data protection law applicable to them. The Parties are each responsible for the personal data processed in connection with this Agreement, each for their own purposes and by their own means and/or on their own behalf. With regard to the processing of personal data by Duffle, Duffle's Privacy Policy [Link] shall apply in addition.
14.2. The Partner shall indemnify Duffle against all claims of third parties, including governmental authorities, which they assert against Duffle due to a breach of the applicable data protection law by the Partner, and shall bear the costs and expenses (including reasonable legal fees) incurred by Duffle due to such claims of third parties. Duffle shall not admit such
third-party claims without the consent of the Partner or enter into a settlement with the third party, whereby the Partner may only withhold their consent for good cause. Any claims for compensation for further damages remain unaffected.
14.3. Duffle retains all intellectual property rights to all data or information (in particular order and End Customer data) made available to the Partner via the Platform. The Partner may only use the data provided for the fulfillment of this contract.
14.4. The Partner shall treat personal data of End Customers confidentially and may not disclose such data to third parties or engage in communication with End Customers except for the purpose of executing this Agreement.
14.5. The Partner is obliged to inform Duffle immediately of any breach of the protection of personal data of which they become aware and which relates to personal data of end customers.
14.6. The Partner acknowledges that Duffle stores information and non-personal data about the transactions carried out via the Platform as well as the behaviors of End Customers on the Platform in anonymized form and, where applicable, uses it further (solely in this anonymized form).
15. FORCE MAJEURE
15.1. Should one of the Parties be prevented from fulfilling their obligations under this Agreement in full or in part due to war, pandemic, industrial action, sovereign orders, or other circumstances beyond their control or which cannot be averted with reasonable technical and economic effort ("Force Majeure"), these obligations shall be suspended until such circumstances and their consequences have been eliminated.
15.2. The Parties undertake to inform the other party immediately, stating the circumstances of the Force Majeure. In addition, the respective Party shall do everything in their power to remedy the Force Majeure event as soon as possible and to limit any damage.
15.3. In case a Force Majeure event lasts longer than 3 weeks, either Party has the right to terminate this Agreement without notice.
16. LIABILITY
16.1. Duffle shall only be liable for damages, except in the event of a breach of material contractual obligations, if and to the extent that Duffle and/or the legal representatives, executives, or other vicarious agents of Duffle are culpable of intent or gross negligence. In the event of a breach of material contractual obligations, Duffle shall be liable for any culpable conduct on the part of Duffle and/or the legal representatives, executives, or other vicarious agents of Duffle. Material contractual obligations are obligations whose fulfillment is essential for the proper execution of the contract and on whose fulfillment the contractual partner regularly relies or may rely.
16.2. Except in the case of intent or gross negligence on the part of Duffle and/or the legal representatives, executives, or other vicarious agents of Duffle, the liability of Duffle is limited to the amount of damages foreseeable at the time of conclusion of the contract that typically arise in transactions of this type.
16.3. Duffle shall only be liable for the loss of data in accordance with the above clauses if such a loss could not have been avoided by appropriate data backup measures on the part of the Partner.
16.4. The aforementioned exclusions and limitations of liability shall not apply in the case of the assumption of any explicit guarantees by Duffle, for claims under the German Product Liability Act, due to fraudulent concealment of defects and for damages resulting from injury to life, limb, or health, and in the case of other mandatory statutory provisions.
17. CONFIDENTIALITY
17.1. The Parties undertake to treat all confidential information (including business secrets) of which they become aware in connection with this contract and its performance as confidential and not to disclose it to third parties or use it in any other way. Confidential information is information that is labeled as confidential or whose confidentiality is evident from the circumstances, regardless of whether it was communicated in written, electronic, embodied, or oral form. The confidentiality obligation does not apply if a Party is obliged to disclose the confidential information by law or on the basis of a legally binding decision by an authority or a court. The Parties undertake to agree to a corresponding regulation with legal representatives, executives, or other vicarious agents.
17.2. All documents and objects that may be provided to the Partner for the fulfillment of its contractual obligations or otherwise within the scope of the contractual relationship remain the property of Duffle and may not be used for other purposes, reproduced, or made accessible to third parties. Upon termination of the Agreement, these documents and objects must be returned to Duffle at the expense of the Partner.
18. ASSIGNMENT
18.1. The Partner may not assign, transfer, or pledge any of its rights or obligations under this Agreement without the prior written consent of Duffle.
18.2. Duffle is authorized to transfer rights and obligations from this Agreement at any time in whole (contract transfer) or in part to an affiliated company. If a transfer of the contract adversely affects the legitimate interests of the Partner, the Partner may terminate the contract without notice with effect from the effective date of the transfer.
19. AMENDMENTS
19.1. Duffle has the right to amend these General Platform Terms and any other terms and conditions of Duffle included with effect for the future ("Amendments"), provided that Duffle notifies the Partner of these Amendments in text form (email sufficient) with at least 15 days' notice prior to the date ("Notice Period") on which the proposed Amendments are to take effect.
19.2. The Partner has the right to object to the changes within the Notice Period. If the Partner does not object to the changes by the date of their entry into force at the latest, the changes shall be deemed accepted. If the Partner objects to the changes in good time, both Duffle and the Partner are entitled to terminate the contract extraordinarily with effect from the date on which the changes come into force. Duffle shall inform the Partner of its right of cancellation and the legal consequences of their non-objection.
20. STATUTE OF LIMITATIONS
All claims of the Partner arising from this Agreement shall lapse after the expiry of one year, beginning at the end of the year in which the claim arose and the Partner became aware of the circumstances giving rise to the claim or should have become aware of them without gross negligence. This does not apply in the case of liability of Duffle due to willful intent. § 199 (2) to (5) of the German Civil Code (BGB) remains unaffected.
21. FINAL PROVISIONS
21.1. In the event of discrepancies between the German version of this Agreement and other language versions or in other cases of doubt, the German version shall prevail.
21.2. Each Party agrees that this Agreement can also be signed electronically using recognized digital signature software (e.g., DocuSign or Adobe Sign).
21.3. This Agreement shall be governed exclusively by the laws of Germany, excluding the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).
21.4. The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement, including its validity, is Berlin.
21.5. The headings of this Agreement are for convenience only and shall not be taken into account in the interpretation.
21.6. Should one of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, the parties agree to replace the same by another provision, as far as legally possible, that comes closest to what the parties intended according to the original purpose of the invalid provision in terms of time, place, scope, and area of application. The same applies to any loopholes or unintended omissions in this contract. It is the express intention of the parties that this severability clause does not result in a mere reversal of the burden of proof, but that § 139 of the German Civil Code (BGB) is waived in its entirety.