General terms and conditions

1.Scope and provider

1.1  These general terms and conditions (“GTC”) apply to all contracts on the use of the software platform “MukiBasar” (available at mukibasar.de and app.mukibasar.de) between

Martin Januschke (sole trader, operating under the brand “MukiBasar”), Josef-Karl-Str. 3, 92421 Schwandorf, Germany (hereinafter “provider”)

and the respective customer (hereinafter “customer”).

1.2  The provider's offer is aimed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), registered associations, companies and legal entities under public law (e.g. municipalities, parishes, publicly run day-care centres). Concluding a contract with consumers within the meaning of § 13 BGB is excluded. By concluding the contract the customer confirms that they are not acting as a consumer.

1.3  The provider renders its services exclusively on the basis of these GTC. The customer's own terms and conditions do not apply, even if the provider has not expressly objected to them. The customer's acceptance of the services is deemed acknowledgement of these GTC and a waiver of the customer's own terms.

2.Position of the provider; payment flows; tax obligations

2.1  Position of the provider. The provider only supplies the software. The contractual partner of buyers and sellers is always the organizer; no purchase, commission or brokerage contract regarding bazaar articles is concluded with the provider. Sellers are connected to the provider solely through the free usage relationship covering their platform account. The organizer alone is responsible for the articles and their condition, for running the bazaar and for the payout.

2.2  Sales proceeds and platform fees. Sales proceeds never flow through the provider: no receipt, no forwarding, no trust or clearing accounts; cash income remains with the organizer. The platform only records sales digitally and produces settlements; the payout is carried out by the organizer on their own responsibility outside the platform. The provider is not a payment service provider within the meaning of the German Payment Services Supervision Act (ZAG). Only the platform fees (section 5) are settled via Stripe; they concern solely the relationship between provider and customer.

2.3  No certified security module (TSE). The till function records sales, including cash sales, digitally only. It contains no certified technical security device (TSE) within the meaning of § 146a of the German Fiscal Code (AO) and the KassenSichV; the provider does not warrant that the till function satisfies § 146a AO or that till reports will withstand a tax audit.

2.4  Cash-book management. Whether TSE, receipt-issuing or notification obligations exist depends on the organizer's cash-book management and tax situation and must be checked by the organizer themselves. There is currently no general obligation to use a cash register; an open cash box is permitted and does not trigger a TSE obligation. Since 1 January 2025 an electronic recording system for cash turnover must be notified via “Mein ELSTER” pursuant to § 146a (4) AO. The organizer monitors changes in the law themselves; the provider does not replace tax advice.

2.5  PStTG/DAC7. Any reporting and due diligence obligations under the German Platform Tax Transparency Act (PStTG, implementing Directive (EU) 2021/514 – “DAC7”) fall on the reporting platform operator (§ 3 (4) PStTG): the legal entity that makes the platform available to sellers (§ 3 (2) PStTG). In the parties' understanding this is the organizer, not the provider, provided the organizer is a legal entity within the meaning of § 6 (1) PStTG (legal person, association of persons or pool of assets); natural persons cannot be reporting platform operators. Sellers with fewer than 30 sales and a total of less than € 2,000 per reporting period are generally exempt (§ 4 (5) no. 4 PStTG).

2.6  Statutory obligations. The obligations under section 2.5 arise by operation of law; these GTC neither create nor shift them but merely reflect the parties' understanding. The organizer checks and fulfils them themselves. The provider offers neither functions for collecting reportable seller data nor a reporting procedure, and does not provide tax or legal advice.

3.Subject matter and services

3.1  The provider makes web-based software for organizing and running bazaars (in particular children's clothing and toy bazaars) available to the customer as software as a service. The functional scope includes in particular the administration of events, the registration and administration of sellers, article and label management, goods receipt, a till system as well as reports and settlements. Decisive is the functional scope described at mukibasar.de and current at the time the contract is concluded.

3.2  Use takes place via the internet; the software is not handed over in physical form or as a download. What is owed is the provision of the software at the transfer point (the exit of the data centre used by the provider); the customer is responsible for their own internet connection and the condition of their devices.

3.3  As part of proper performance, the provider ensures regular backups of the data stored in the platform. This does not affect the customer's obligation to export the reports and evaluations they need (e.g. settlements) in good time.

4.Conclusion of contract

4.1  Registering a user account and creating an organization are free of charge. By creating an organization, a usage contract covering the free functions of the platform is concluded on the basis of these GTC.

4.2  A paid contract for a tariff (section 5) is concluded when the customer selects a tariff in the app's ordering process, completes the ordering procedure via the payment service provider, and the provider confirms the order or begins to render the service.

4.3  The contract language is German.

5.Prices and payment terms

5.1  The prices current at the time the contract is concluded apply, as set out in the price overview at mukibasar.de/en/price. The following tariffs are currently offered:

• Flexi: € 0.04 per sold article; unlimited articles, events and team members.
• Komfort: € 149.00 per year; including 10,000 sold articles and 3 events; every further sold article € 0.02.

5.2  All prices are final prices and include the applicable statutory value added tax (gross prices). VAT is shown separately on invoices.

5.3  Billing and payment processing take place via the payment service provider Stripe. Usage-based fees (e.g. fees per sold article) are invoiced by the provider after the respective event has taken place, and at the latest monthly. Invoices are due for payment without deduction no later than 14 calendar days after receipt.

5.4  The customer may only set off or withhold payments on account of defects insofar as they actually have payment claims due to material defects or defects of title. Otherwise the customer may only set off or exercise a right of retention with undisputed or legally established claims.

5.5  If the customer fails to settle a due claim in whole or in part by the contractual payment date, the provider may revoke agreed payment terms for all claims and make further services conditional on advance payment. For the duration of a payment default the provider is entitled to prohibit the customer from further use of the paid services; this does not constitute withdrawal from the contract.

6.Obligations of the customer

6.1  On request the customer names a responsible contact person to the provider. The customer supports the provider to the extent necessary in rendering the services, in particular by providing the required information.

6.2  The customer is responsible for the content and data that they and their team members enter into the platform. They ensure that their use of the platform and that of their team members does not infringe applicable law or the rights of third parties.

6.3  As the organizer, the customer is the controller under data protection law for the personal data of sellers processed in the context of their bazaars (section 12). The customer uses the personal data accessible to them in the platform exclusively to organize and run their bazaars and does not pass it on to third parties without authorisation.

6.4  Access credentials and invitation links must be treated confidentially. The customer informs the provider without undue delay if there are indications that their account is being misused.

6.5  The customer must report defects without undue delay in a comprehensible and detailed form, stating all information useful for identifying and analysing the defect.

7.Availability and changes to services

7.1  The provider renders its services with the care of a prudent businessperson and endeavours to keep the platform available as uninterrupted as possible. Periods of planned maintenance, which where possible fall outside typical event times, as well as disruptions outside the provider's sphere of influence (e.g. disruptions at upstream suppliers, force majeure) are disregarded when assessing availability.

7.2  The provider is entitled to develop the platform further and to change or extend functions, provided the contractually agreed scope of services is not substantially restricted as a result.

8.Disruptions to performance

8.1  If a cause for which the provider is not responsible affects adherence to deadlines (“disruption”), agreed deadlines are postponed by the duration of the disruption, where necessary including a reasonable restart period. Each party must inform the other without undue delay about the cause of a disruption occurring in their sphere and the duration of the postponement.

8.2  If the provider is in default with performance, the customer's claims for damages and reimbursement of expenses due to the default are limited, for each completed week of default, to 0.5 % of the price for the part of the contractual service that cannot be used because of the default, but in total to no more than 5 % of the remuneration for the affected services in the current contract year. This does not apply insofar as the default is due to gross negligence or intent on the part of the provider.

9.Material defects and defects of title

9.1  The provider warrants the contractually owed quality of the services. No claims for material defects exist for merely insignificant deviations from the contractual quality. Furthermore, no claims for defects exist in cases of excessive or improper use, of failure of components of the customer's system environment, or of software errors that cannot be reproduced or otherwise evidenced by the customer.

9.2  The limitation period for claims based on material defects is one year from the statutory start of the limitation period. This does not apply in the case of an intentional or grossly negligent breach of duty by the provider, fraudulent concealment of a defect, in cases of injury to life, body or health, or for claims under the German Product Liability Act.

9.3  If a third party asserts against the customer that a service of the provider infringes their rights, the customer notifies the provider without undue delay. The provider is entitled, but not obliged, to defend against the asserted claims at its own expense. If a service of the provider infringes third-party rights, the provider will, at its own discretion and expense, obtain for the customer the right to use the service, render the service non-infringing, or take the service back against reimbursement of the remuneration paid for it (less reasonable compensation for use) if the provider cannot achieve another remedy with reasonable effort.

9.4  The provider may demand remuneration for its expenses insofar as it acts on a defect report without a defect being present, unless the customer could not have recognised with reasonable effort that there was no defect.

10.Liability

10.1  The provider is always liable to the customer

• for damage caused intentionally or through gross negligence by the provider, its legal representatives or vicarious agents,
• under the German Product Liability Act, and
• for damage arising from injury to life, body or health for which the provider, its legal representatives or vicarious agents are responsible.

10.2  In cases of slight negligence the provider is liable only insofar as it has breached a material contractual obligation (cardinal obligation) whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. This liability is limited to the damage typical for the contract and foreseeable; liability for lost profit, savings not realised and other remote consequential damage is excluded. For an individual case of damage, liability under this paragraph is limited to the amount of remuneration owed by the customer in the current contract year, but at least to € 6,000. Liability under section 10.1 remains unaffected.

10.3  Where data has to be restored, in cases of slight negligence the provider is liable only for the effort required for restoration had the customer properly complied with their obligation under section 3.3.

11.Confidentiality

11.1  The parties are obliged to maintain secrecy about trade secrets and other information designated as confidential that becomes known in connection with the performance of the contract, and neither to use it beyond the purpose of the contract nor to disclose it without the other party's consent. For other confidential information this obligation ends five years after it becomes known, but in the case of continuing obligations not before their termination; trade secrets must be kept secret without time limit.

11.2  The parties are aware that electronic and unencrypted communication (e.g. by email) entails security risks. For this type of communication they will not assert claims based on the absence of encryption, except where encryption was agreed beforehand.

12.Data protection

12.1  Insofar as the provider processes personal data in the course of rendering its services for which the customer is the controller under data protection law (in particular data of sellers registered for the customer's bazaars), this takes place as processing on behalf pursuant to Art. 28 GDPR on the basis of the provider's data processing agreement. It is concluded in electronic form (Art. 28 (9) GDPR) when the organization is created and forms part of the contract.

12.2  Information on the processing of personal data by the provider as controller is contained in the privacy policy.

13.Term and termination

13.1  The free usage contract runs for an indefinite period and can be ended by either party at any time without notice; to do so the customer can delete their organization or user account in the app.

13.2  The “Komfort” tariff has a term of one year and is extended by a further year each time unless it is terminated before the end of the respective term. The “Flexi” tariff is not tied to any term and can be ended at any time; usage-based fees already incurred remain payable.

13.3  The right to extraordinary termination for good cause remains unaffected. For the provider, good cause exists in particular if the customer uses the platform unlawfully or is in default with payment of due fees to a not insignificant extent despite a reminder.

13.4  If the customer is economically unable to meet their obligations towards the provider, the provider may terminate continuing obligations without notice, including in the event of an insolvency application by the customer. § 321 BGB and § 112 InsO remain unaffected.

14.Final provisions

14.1  German law applies. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

14.2  Amendments and additions to the contract should be agreed in text or written form.

14.3  The place of jurisdiction vis-à-vis a merchant, a legal entity under public law or a special fund under public law is the registered office of the provider. The provider may also sue the customer at the customer's registered office.

14.4  Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected.