General Terms and Conditions

1. Scope of these General Terms and Conditions

one.O makes the MOVEX Platform and one.O Software Services available on the basis of these General Terms and Conditions ("GTC").

The one.O Software Services are exclusively available to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Natural persons who do not act in the course of their commercial or independent professional activity are excluded from using the service. By using the service, the user confirms that it is an entrepreneur pursuant to Section 14 BGB and meets the corresponding statutory requirements; one.O is entitled to demand corresponding evidence from the Customer.

The GTC apply to all business relationships between one.O and the contractual partner designated in an Insertion Order ("Customer") regarding the use of the MOVEX Platform and the one.O Software Services, even if these GTC are not expressly referred to again. Terms and conditions of the Customer that deviate from these GTC shall not apply unless they have been expressly acknowledged by one.O. This also applies if the Customer's terms and conditions have not been expressly objected to.

2. MOVEX Platform

The Customer must first register on the MOVEX Platform in order to be able to order one.O Software Services.

The Customer warrants that the registration data provided is complete and correct and will update its profile without undue delay in the event of any changes. The access credentials for the MOVEX Platform (registration data and access credentials together "Platform Data") shall be treated confidentially by the Customer; unauthorised access to the MOVEX Platform and/or a one.O Software Service using the Customer's access credentials must be reported to one.O without undue delay via the MOVEX Platform.

By registering on the MOVEX Platform, the Customer expressly agrees to the applicability of these General Terms and Conditions.

The MOVEX Platform may be used exclusively for ordering and managing one.O Software Services.

one.O reserves the right to refuse a registration without giving reasons.

After successful registration, the Customer can place an order for one.O Software Services ("Insertion Order"). An Insertion Order for one of the offered software service plans ("Plan") for a one.O Software Service is concluded directly upon confirmation of an Insertion Order within the self-service process on the MOVEX Platform and payment of the fee for the selected Plan. The Customer does not receive a separate confirmation of the content of the Insertion Order; the Customer can view the Insertion Order on the MOVEX Platform. one.O recommends that the Customer download a copy of the Insertion Order and these GTC.

As part of the ordering process, the following supplementary applicable terms and conditions are displayed to the Customer:

  • the relevant service description;

  • applicable special provisions for a one.O Software Service (if available);

  • applicable Service Level conditions;

  • the Data Processing Agreement, where personal data is processed within the one.O Software Service.

The Customer is not entitled to transfer the Insertion Order to third parties and/or to grant third parties rights under the Insertion Order.

3. one.O Software Services

one.O grants the Customer access to the respective one.O software tool via the internet. The condition of the one.O Software Services is exclusively and conclusively determined by the service description for the offered Plans for the one.O Software Services that is valid at the time of conclusion of the Insertion Order and made available to the Customer.

one.O may offer optional services as part of the one.O Software Services. The optional services must be expressly ordered by the Customer in an Insertion Order and remunerated separately. Special service conditions apply to the optional services.

If the Customer wishes to commission Professional Services, e.g. individual feature development services, implementation support or training, for a one.O Software Service, the parties shall conclude a separate Insertion Order for Professional Services for this purpose.

It is the Customer's responsibility to make the necessary system settings for the selected one.O Software Service. one.O merely provides the one.O Software Service and agrees on the initial configuration with the Customer.

one.O may make a one.O Software Service available in whole or in part on a trial basis free of charge. The one.O Software Service is then provided until the end of the agreed trial period or until the start date of a concluded paid Insertion Order. one.O is entitled to terminate a trial at any time without giving reasons. The one.O Software Services are provided "as is" during the trial period; one.O's liability is limited to wilful intent and gross negligence for the duration of the trial period.

The location of the servers used by one.O for the operation of the MOVEX Platform and the one.O Software Services is in Germany. one.O is entitled to change the server location without the Customer's consent, provided it is located within the European Union. A relocation of the server location outside the European Union without the Customer's consent entitles the Customer to declare extraordinary termination of the contract.

Access to the MOVEX Platform and use of the one.O Software Services requires the Customer to fulfil all system and usage requirements listed in the applicable service description; the costs of meeting these requirements are not included in the agreed Plan of the one.O Software Services.

one.O implements patches (small software changes to fix errors or security vulnerabilities) and updates (regular improvements or extensions of the software that include new functions or security improvements) (together "Updates") of the MOVEX Platform and the one.O Software Services at its own discretion. one.O informs the Customer about Updates after implementation on the MOVEX Platform and in the user documentation of the respective one.O Software Service. one.O is not obliged to provide such Updates. If an Update results in the removal of essential functionality of a one.O Software Service without replacement, the Customer has an extraordinary right of termination. In this case, one.O shall inform the Customer of the change at least 60 days before the implementation of the Update and shall draw attention to the right of termination.

4. Rights of Use

For the term of the Insertion Order, the Customer receives a non-exclusive, non-transferable and non-sublicensable right to use the MOVEX Platform and the one.O Software Services in accordance with the respective service description. Unless further agreements are made in writing, the Customer does not receive any further rights to the MOVEX Platform, the one.O Software Services and the associated software, tools and data of one.O.

For AI-generated content, the following rights of use are granted in deviation from clause 4.1: one.O grants the Customer a simple right of use, unrestricted in time, territory and content, to all protectable works produced for the CUSTOMER under this contract. This right includes in particular the right of reproduction, distribution, public accessibility, modification, transfer, sublicensing and commercial use. To the extent that the AI-generated content is not subject to any protective right, in particular not to copyright, one.O is entitled to use the results of the AI tool for itself and for third parties.

The rights to and responsibility for the Customer's data and content, including texts, images, graphics, videos, audio content, chats, etc. ("Customer Content"), uploaded to the one.O Software Services remain with the Customer. The Customer is responsible for the Customer Content transmitted by it or created via the one.O Software Service, in particular for the accuracy, quality and lawfulness of the Customer Content and in particular for ensuring that the Customer Content does not infringe the rights of third parties. In addition, the provisions of clause 6, clause 12 and clause 14 of these GTC apply.

Customer Content of the Customer may only be used by one.O for the purpose of providing the one.O Software Services. one.O is, however, entitled to collect and use anonymised data (including metadata, analytical, diagnostic and technical data as well as usage statistics, hereinafter "Service Usage Data") in addition to the provision of services, also for the purpose of improving the services, for the further development of the MOVEX Platform and the one.O Software Services as well as for marketing purposes.

one.O is entitled to integrate Open Source Software into the MOVEX Platform and the one.O Software Services; the respective applicable licence terms apply to these Open Source Software components. To the extent that the Customer uses the MOVEX Platform and the one.O Software Services exclusively in accordance with clause 4.1, the Customer remains in compliance with the respective Open Source Software licence terms. However, the respective conditions on liability and warranty apply to these Open Source components. Upon request, one.O shall provide the Customer with a list of the integrated Open Source Software components.

If the Customer provides one.O with feedback and/or suggestions ("Feedback") regarding the MOVEX Platform and/or one.O Software Services, one.O may use the Feedback free of charge without restriction. In particular, one.O is granted the simple, sublicensable and transferable rights of use to the Feedback, unrestricted in content, time and territory. The Customer waives its right to be named as the author.

one.O is entitled to verify the contractual use of the MOVEX Platform and the one.O Software Services. At one.O's request, the Customer shall conduct a self-audit and inform one.O of the extent to which the MOVEX Platform and one.O Software Services are being used. In addition, one.O may, no more than once per contract year, inspect or have inspected the extent of use itself or by an independent third party bound to confidentiality vis-à-vis the Customer. Such an inspection must be announced to the Customer at least 14 days in advance and conducted during the Customer's normal business hours. If unauthorised use of the MOVEX Platform or the one.O Software Services is identified during the inspection, the Customer must acquire sufficient rights to cover such use within 30 days.

5. Fees

For the use of the one.O Software Services and optional services, the Customer shall pay a fee in accordance with the respective desired Plan or applicable billing mode. The costs for a selected Plan are paid in advance.

The fees for entering into an Insertion Order for a Plan can be paid via the payment options of the payment service provider Stripe Payments Europe, Limited (a private limited company registered in Ireland under company number 513174) ("Stripe"). When paying for the Plan, the Customer is redirected to Stripe's website and must agree to the Stripe Consumer Terms of Service before payment can be made.

Additional usage fees and other additional fees are generally invoiced by one.O on a monthly basis in arrears and automatically charged via the Stripe payment method on file.

All fees and prices are stated in Euro and are net, plus the applicable statutory value added tax. The Customer shall pay the respective fee to one.O without deduction of withholding taxes or similar charges.

The Customer receives the respective invoice by e-mail. The invoice can additionally be viewed on the Customer's account page in the admin area of the MOVEX Platform.

one.O reserves the right to adjust the fees or the Plans for future billing intervals.

Upgrades to a higher Plan are possible at any time and the Customer pays only the difference between the Plans for an upgrade; an upgrade leads to an extension of the respective Plan by 30 days. A downgrade is only permitted upon expiry of the current Plan.

Unless otherwise agreed, all fees paid are non-refundable.

The Customer is only entitled to set-off if its counterclaims have been finally adjudicated or have been acknowledged in writing by one.O.

6. Restrictions

The Customer is not entitled to upload, create, store or publish Customer Content on the MOVEX Platform or in a one.O Software Service if such content

  • poses a risk to body, life or health;

  • poses a risk of loss or damage to property;

  • constitutes a violation of a law, in particular the German Youth Protection Act (Jugendschutzgesetz);

  • constitutes a criminal offence or unlawful act;

  • contains information or content that is considered unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, harassing, demeaning, libellous, threatening, hostile, violent or pornographic;

  • contains information that discriminates against others on the basis of race, religion, gender, sexual orientation, age, disability, ancestry or national origin;

  • contains information or content that is not correct and current;

  • infringes third-party rights of any kind, including in particular industrial property rights of third parties such as copyright, trademark or design rights, or personal rights; or

  • advertises, presents or supports goods or services of the military / weapons industry, the pornography or prostitution industry, the fur industry or the gambling industry.

The Customer is not authorised

  • use the MOVEX Platform or the one.O Software Services in a manner that is prohibited by law or contract;

  • use the MOVEX Platform or the one.O Software Services if such use is prohibited at the Customer's place of business;

  • copy the MOVEX Platform or the one.O Software Services, unless this process serves the proper use thereof;

  • allow unauthorised third parties access to the MOVEX Platform or the one.O Software Services;

  • rent/lease, sublicense or otherwise commercially exploit the MOVEX Platform or the one.O Software Services;

  • introduce or distribute so-called malware (in particular viruses, trojans, bots, scripts or other malicious software) via the MOVEX Platform or the one.O Software Services;

  • modify, create derivative works of, disassemble, decompile, reverse engineer, reproduce, republish or copy the MOVEX Platform or the one.O Software Services or parts thereof;

  • access or attempt to access content, data, information, materials or accounts of one.O or other customers/third parties;

  • conduct a penetration test of the MOVEX Platform or the one.O Software Services without the prior written consent of one.O.

one.O is entitled to block the Customer's access to the MOVEX Platform and/or the one.O Software Services and/or to (temporarily) remove Customer Content from the MOVEX Platform or the one.O Software Services if there is a suspicion of a material breach of this clause 6. one.O shall inform the Customer of the blocking or removal of the Customer Content — to the extent reasonable for one.O — in advance, but at least within a reasonable period. one.O shall restore access to the MOVEX Platform or the one.O Software Services or make the Customer Content available again as soon as the Customer has remedied the breach. If the Customer repeatedly violates the provisions of this clause 6 or causes a serious breach that makes further cooperation with the Customer unreasonable, one.O is entitled to declare extraordinary termination of the contract.

It is the Customer's responsibility to verify whether it is legally obliged to label content generated with an AI tool as such.

7. Cooperation Obligations

The Customer shall perform the following cooperation obligations free of charge:

  • When registering with MOVEX, the Customer is obliged to provide complete and correct information. Any changes to the information must be reported to one.O without undue delay via the MOVEX Platform. As part of the information, the Customer selects a valid Stripe payment method.

  • The Customer shall ensure that the passwords are treated confidentially, protected against access by unauthorised persons and changed at regular intervals. The Customer may only pass on the passwords to those persons who have been authorised by it to access the MOVEX Platform.

  • The Customer shall designate a person responsible for all technical, contractual and subject-matter questions for each one.O Software Service. The responsible person is authorised to provide and receive subject-matter information. Only the responsible person is authorised to make binding declarations.

  • The Customer is obligated to back up the data and materials it provides.

  • The Customer shall report a defect, providing information useful for remedying the defect. The Customer shall support one.O within its capabilities to the best of its ability in finding the cause of the defect.

  • The Customer shall ensure that virus protection in the respective current version is used on its own computer/server.

Further cooperation obligations may be specified in the special conditions for a one.O Software Service.

If the Customer fails to perform a cooperation obligation incumbent on it as agreed, one.O shall not be in default for the duration of the non-performance of the cooperation obligations, provided that the non-performance of the cooperation obligation is partly causal for the delay. The Customer is obliged to compensate any additional costs incurred by one.O as a result of the non-performance of the aforementioned obligations.

8. Confidentiality and Data Protection

The parties undertake to maintain confidentiality regarding this contract and all confidential information obtained in the course of the performance of this contract and not to make such information accessible to third parties. "Confidential Information" means all non-public information that is disclosed or made accessible directly or indirectly by one party or an affiliated company in connection with the performance of one.O to the other party or to a company affiliated with that party, if it is marked as confidential or if, due to its content or the circumstances, it can reasonably be regarded as confidential. In particular, the following information of one.O shall be deemed Confidential Information: the software, tools, algorithms, know-how and libraries underlying the MOVEX Platform and the one.O Software Services.

All affiliated companies of both parties within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) are not deemed third parties within the meaning of this clause 8.

The parties shall obligate their employees, freelancers and other involved companies (subcontractors and affiliated companies) in accordance with the above provision and shall supervise them. Confidential Information may only be made available on a need-to-know basis.

The confidentiality obligation does not apply to such documents, knowledge and information for which a party proves that they have become generally known for a reason that the party is not responsible for.

The confidentiality obligation applies for a period of 3 years beyond the end of the respective Insertion Order.

The parties shall observe and comply with the relevant data protection regulations, in particular those arising from the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG) in their respective applicable versions. one.O guarantees that it will use personal data to which it has access in the course of providing the services owed under this contract only to the extent necessary to provide the services. one.O will not transmit and/or make publicly accessible the Customer's personal data to third parties without the Customer's express written consent.

one.O processes the Platform Data as data controller. The provisions of the one.O Privacy Policy, which is made available to the data subjects on the platform, apply additionally here. The Customer Content containing personal data is processed by one.O exclusively on behalf of the Customer. The Customer is responsible for the Customer Content.

For the rest, the processing of personal data takes place in accordance with one.O's Data Processing Agreement.

In the event of any material breach of the confidentiality obligation or the data protection regulations, the other party is entitled to terminate the contract without notice, without prejudice to other rights.

9. Term of Contract

An Insertion Order is concluded for one month at a time and can be terminated by either party at any time at the end of the current contract month. If the contract is not terminated before the end of the contract month and the Customer pays the fee for the renewal of the selected Plan, it is automatically extended for a further month.

The possibility of extraordinary termination for cause remains unaffected by this provision.

In the event of termination of an Insertion Order, all granted rights of use to the one.O Software Services expire with immediate effect and the Customer is obliged to cease using the one.O Software Services without undue delay. Remaining fee claims become due and payable at the end of the Insertion Order. After 2 months, one.O will block the Customer's access credentials and delete the Customer Content stored in the one.O Software Services. The Customer is responsible for backing up its data in good time before the expiry of this period.

one.O has a special right of termination if there is a change of the majority shareholder of the Customer (Change of Control). The Customer shall report a Change of Control to one.O without undue delay. The special right of termination must be exercised by one.O within 4 months of becoming aware of the Change of Control; the notice period is one month to the end of the month.

Any termination must be in writing.

10. Warranty and Service Levels
10.1. Service Levels

The respective applicable Service Levels apply to each one.O Software Service.

10.2. Warranty

Uninterrupted use of the MOVEX Platform and the one.O Software Services is not warranted; the availability stated in the respective applicable Service Levels applies. Furthermore, one.O does not warrant that the MOVEX Platform and/or the one.O Software Services meet the Customer's requirements or that certain revenues or profits can be achieved with a one.O Software Service.

The warranty does not extend to defects caused by deviation from the operating conditions specified by one.O.

one.O generally works with the current state of AI technology in order to provide the AI-generated content in the desired quality. However, one.O does not warrant that the results generated by an AI tool are error-free and/or complete. In particular, one.O does not warrant that the AI content represents photorealistic depictions.

one.O is obliged to remedy defects in the one.O Software Services including the user documentation for the duration of an Insertion Order. The remedy of defects for which one.O is responsible shall initially be carried out, at one.O's option, by free-of-charge subsequent improvement or replacement delivery. one.O is also entitled to remedy a defect by means of a workaround, provided that the use of the software with the workaround is reasonable for the Customer.

Termination of an Insertion Order by the Customer pursuant to Section 543 (2) sentence 1 no. 1 BGB due to non-provision of the contractual use is only permissible after one.O has been given sufficient opportunity to remedy the defect and this has remained unsuccessful or has finally failed. A failure to remedy the defect can only be assumed if remediation is impossible, if it is refused by one.O or unreasonably delayed, if there are justified doubts as to the prospects of success, or if it is unreasonable for the Customer for other reasons.

The strict liability for damages for defects existing at the time of provision under Section 536a (1) BGB is excluded.

The limitation period for all warranty claims is one year and begins with the provision of the contractually agreed service. The provisions of clause 11 apply to claims for damages based on the Customer's warranty rights.

11. Liability

The following provisions apply to all cases of contractual and non-contractual liability and extend to compensation for damages and reimbursement of futile expenses:

In the event of slightly negligent breach of an obligation that is essential for achieving the purpose of the contract (so-called cardinal obligation), one.O's liability shall be limited in amount to the damage and/or expenses that are foreseeable and typical for the type of business in question. A cardinal obligation exists if its fulfilment makes the proper performance of the contract possible in the first place and on its observance the Customer regularly relies and may rely.

In the event of slightly negligent breach of a cardinal obligation, one.O's liability is limited to the respective order value of the current Insertion Order.

Any further liability for other slightly negligent breaches of duty does not exist.

Limitation of liability for AI-generated content

The use of content generated by MOVEX Virtual Content Creator is at the user's own risk. one.O assumes no liability for the accuracy, completeness, currency or suitability of the results generated by AI for a particular purpose. In particular, one.O is not liable for:

  • incorrect or incomplete results, information and depictions;

  • damages arising from the use of the content;

  • content that infringes the rights of third parties;

  • decisions made on the basis of the content.

The Customer is responsible for reviewing such results before the productive use of AI-generated content.

Liability for lost profits and indirect damages is excluded. Guarantees are not generally given unless they are expressly given in individual cases and confirmed as such in writing by one.O.

The Customer is obliged to back up its systems and Customer Content at reasonable intervals using means corresponding to the current and proven state of the art. In the event of a loss of Customer Content, one.O is liable only in the amount of the effort required to restore the data from a properly maintained, machine-readable data backup, provided that one.O is responsible for the data loss.

The above limitations of liability do not apply to

  • damages caused by one.O wilfully or through gross negligence;

  • damages to body, life or health;

  • damages based on fraudulent misrepresentation by one.O;

  • damages based on the absence of a quality for which one.O has assumed a guarantee; and

  • liability under the German Product Liability Act (Produkthaftungsgesetz).

The agreement of these limitations of liability does not entail any change in the burden of proof to the detriment of the Customer.

12. Third-Party Rights

The Customer shall defend and hold one.O harmless against claims based on the assertion that goods, information, samples, specifications, instructions, software, data, Customer Content or other materials ("Material") provided by the Customer infringe a copyright, patent, design, utility model, trademark, personal or other protective right or violate applicable law, provided that one.O notifies the Customer without undue delay (text form is sufficient) and one.O provides the Customer with the support, information and authorisations required to carry out the defence to a reasonable extent.

The defence against the asserted claim shall take place by mutual agreement between the parties. Judicial or extrajudicial settlements with third parties may only be concluded with a confidentiality obligation that prohibits the involved party from disclosing the subject matter and content of the settlement to persons not involved in concluding the settlement. one.O cannot assert any settlement amounts paid to the third party or comparable concessions against the Customer by way of damages if the Customer has not given prior written consent to the settlement.

13. General Provisions

Should a provision of this contract be wholly or partly contrary to statutory regulations or invalid for other reasons, the validity of the rest of the contract shall not be affected. Invalid provisions shall be replaced by the provision that comes closest to the economic purpose of the invalid one.

This contract is exclusively subject to the laws of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980. The place of jurisdiction is Hamburg.

14. Special Conditions for the one.O Software Service "Live-Shopping"

If the Customer concludes an Insertion Order for a one.O Software Service Plan for Live-Shopping, the following supplementary restrictions and obligations apply:

The Customer is responsible for the management and moderation of the chat function. In particular, the Customer must ensure that it has sufficient resources and knowledge to fulfil this task. In doing so, the Customer must observe applicable laws relating to chat services.

The Customer ensures that the participants of a Live-Shopping event are informed about the processing of their personal data and grant their consent to the use of their personal data to the extent required. In particular, the Customer shall obtain the participants' consent to the transmission and use of personal data collected or generated through the use of the platform by means of a declaration of consent, where required under applicable data protection rules. Furthermore, the Customer shall ensure that a visible link to the platform's privacy policy is permanently accessible to each participant.

15. Reference Agreement

The Customer grants the Contractor the right to name the Customer as a reference (including use of name and logo) in the context of reference and marketing activities and to use this reference in online presences and marketing materials (e.g. flyers, brochures, presentations, videos, trade fair appearances). Furthermore, the Customer agrees in principle to support reference contacts (telephone calls/visits) after coordination and/or to enable customer statements/testimonials (incl. quotes and recommendations) as well as lectures/contributions at events. Publications (in particular press releases and user reports/case studies incl. images and logos) shall only take place after prior express approval by the Customer in each individual case.