TERMS OF USE FOR EMERCE MARKETPLACE
 

1. The company emerce GmbH(hereinafter referred to as "emerce") owns and maintains the Marketplace platform (hereinafter referred to as “the Marketplace”) on the website www.emerce-energy.com.
2. The Marketplace is reserved only for the advertising, marketing and sale of products and services within the range of energy systems, particularly photovoltaic systems (hereinafter referred to as “systems”).  
3. Use of the Marketplace platform shall be subject to the following terms and conditions of use.
4. Users of the marketplace can be the system operator of the systems in question, as well as any entrepreneur or a third party acting or trading on his/her/its behalf, in particular the installer and/or purchaser of those systems (hereinafter referred to as “User(s)”).
5. The emerce Marketplace is a digital platform for end users, installers and suppliers of products and services (hereinafter referred to as the “SELLER(S)”) for energy systems. Users of the Marketplace may utilize the platform for information and educational purposes, so as to acquaint/educate themselves about energy systems.
6. Furthermore, Users of the Marketplace can also obtain support in respect of new installations, operations and maintenance of energy systems. In particular emerce supports installers in the development and sale of energy systems. With its Marketplace, emerce offers purchase support to installers for the purchase of products and services from approved providers (SELLER(S)).
7. In this regard emerce actively supports installers in their marketing and sales activities by lead generation and associated mediation of qualified customer inquiries from their respective region(s).
8. Area of Application
   1. These terms of use specifically regulate the access to, and the use of website functions made available on the website by emerce.
   2. With the use of the marketplace, the user acknowledges and agrees to these terms of use and enters into a contract of use with emerce. By utilizing the Marketplace, the User acknowledges and agrees that it has read, understood and agreed to these terms of use.  
   3. Insofar as fee-based services are made available on the Marketplace, these services are further subject to  terms and  conditions of the respective SELLER(S) (hereinafter referred to as "special conditions") in addition to these terms of use, which will be displayed during the respective order process. The presentation of the services offered against payment on the Marketplace does not constitute a legally binding offer. The conclusion of a binding contract for fee-based services, is exclusively subject to the special conditions imposed by the respective SELLER(S) engaged in each sale.
   4. The User of the Marketplace expressly acknowledges that by agreeing to these terms of use and when utilizing fee-based services, any terms and conditions of the User are expressly excluded from such use. In this regard, these terms of use, as reissued or revised by emerce from time to time, shall exclusively apply to all use of the Marketplace.  This is also applicable in circumstances where there is an on-going business relationship between the User in question and emerce.
9. Use and Registration / Use for Third Parties
   1. The use of the marketplace is exclusively available for registered users only.
   2. A registration is required to utilize the Marketplace. The User shall receive one password, as well as one user identifiers (hereinafter referred to as "access data"). The User is obliged to treat this access data as confidential.
   3. This registration entitles the User to utilize the Marketplace only in the context of the content and functionality offered and pursuant to these terms of use and, if applicable, to the special conditions imposed by SELLER(S) in respect of fee-based services.
   4. The approval of a User to the Marketplace, as well as any condition imposed in respect of limitation(s) and/ or exclusion(s) of the Marketplace are at the sole discretion of emerce.
   5. emerce is to be informed immediately in the event of loss or the suspicion of misuse of the access data. If emerce becomes aware of this, emerce may take the necessary countermeasures (of whatsoever nature) to protect the Marketplace platform, and in particular, in circumstances of misuse, may exclude the respective User from any further use of the marketplace. Misuse exists in particular in the event that:
      1. the User does not follow the obligations laid out in clauses 10.2 and 10.3 below;
      2. the User utilizes the Marketplace for criminal or other illegal purposes;
      3. the User conducts itself in a manner that is disruptive, and which conduct results in an excessive load of the website (i.e.  sending mass notifications or messages [spam]); or
      4. the User conducts itself in a manner that results in an unreasonable nuisance to other users or SELLERS (i.e. hacking or the use of and/or the distribution of viruses, worms, Trojan horses).
10. Use Limitations
    1. The Marketplace, which is made available for use and the services available therein, have been developed by emerce and are subject to copyright protection. emerce possesses all rights of use and distribution in respect thereof.
    2. The User may only utilize the information provided on the Marketplace and the results of the online service offering on the Marketplace (i.e. overview of products) within the framework of these terms of use. The use of computer programs for the automatic reading off of data (i.e. crawlers), is strictly prohibited.
    3. The content available one the Marketplace website/platform may not be copied, distributed or made otherwise public (in any form or manner) without the prior written agreement of the respective intellectual property owner.
11. Changes to the Marketplace Content
    1. emerce reserves the right to change, add to or delete the design and content of the Marketplace or to cease publication of the services temporarily or permanently without prior notice to the User. It is specifically recorded and agreed that the User agrees to indemnify, hold harmless and defend emerce and emerce’s directors, officers, employee’s and agents, and the directors, officers, employees and agents of any group company from and against any and all claims, suits, losses, damages, costs, fees and expenses arising out of the change of the Marketplace content.
12. References and Links, Description of Services
    1. Insofar as the Marketplace contains links or references to third-party websites (hereinafter referred to as “third – party content”), the following terms and conditions shall apply:
       1. The responsibility and liability in respect to third-party content lies exclusively with the provider making this content available. emerce only provides access to the third-party content. emerce has no influence on the appearance, content, or authorship of linked/referenced sites. For this reason, emerce hereby expressly distances itself from all linked/referenced site content.
       2. The provider of the site that was referenced and not the one that is simply referencing the respective publication via links is exclusively responsible for illegal, faulty or incomplete content and in particular for any damages of whatsoever nature, howsoever arising from the use or disuse of third-party content /information.
       3. The responsibility and liability in respect of descriptions of services shall not vest with emerce, but with the respective SELLER(S). emerce shall endeavor to ensure that content and descriptions are current and accurate, but specifically makes no warranties in this regard.
    2. It is specifically recorded and agreed that the User agrees to indemnify, hold harmless and defend emerce and emerce’s directors, officers, employee’s and agents, and the directors, officers, employees and agents of any group company from and against any and all claims, suits, losses, damages, costs, fees and expenses arising out of the use of third – party websites and content.
13. Statutory Warranty and Liability
    1. emerce assumes no liability for the accuracy, timeliness, correctness, completeness or quality of the information and services provided.
    2. All liability claims against emerce, which refer to damages of a material or intellectual nature caused by the use or disuse of free information presented or by the use of incorrect and incomplete free information are specifically excluded. In this regard, it is specifically recorded and agreed that the User agrees to indemnify, hold harmless and defend emerce and emerce’s directors, officers, employee’s and agents, and the directors, officers, employees and agents of any group company from and against any and all claims, suits, losses, damages, costs, fees and expenses arising out of the use of Marketplace platform. This further applies to circumstances where damages arise from loss of use, data loss or loss of yields.
    3. It is the sole responsibility of the User to examine the content of the results obtained from the use of the services and their suitability for the respective purpose. A right of the User to the temporal availability of the Marketplace as well as 100% data availability shall not exist.
    4. The provisions of the special conditions apply in the event of defects of fee-based services and the liability arising from the breach of contractual obligations forming the basis of fee-based services. In this regard, it is specifically recorded and agreed that the User agrees to indemnify, hold harmless and defend emerce and emerce’s directors, officers, employee’s and agents, and the directors, officers, employees and agents of any group company from and against any and all claims, suits, losses, damages, costs, fees and expenses arising out of the use of fee-based services.
14. Changes to the Terms of Use

1. Data Protection and Cookies

1. Miscellaneous
   1. Insofar as the User is a corporate user, these terms of use shall be governed by the substantive and procedural laws of the Republic of South Africa. Insofar as the user is a consumer, these terms of use shall be governed by the substantive and procedural laws of the Republic of South Africa, provided that these are not in conflict with any obligatory legal regulations, in particular consumer protection regulations.
   2. These terms of use constitute the entire agreement between the Parties relating to the use of the Marketplace and no representation by either of the Parties or their agents, whether made prior or subsequent to the implementation of the terms of use, shall be binding on the parties unless done in writing and signed by both Parties.
   3. No variation, alteration or consensual cancellation of these terms of use, or any of the terms thereof, shall be of any force or effect, unless done in writing and signed by the Parties.
   4. Each clause of these terms of use is severable.
   5. In the event of a court finding a clause to be invalid it shall be deemed severed from the rest of these terms of use and shall not affect the validity of the remaining provisions contained in these terms of use.
   6. If any provision of these terms of use, or part thereof, shall to any extent be or become invalid or unenforceable, the Parties shall agree upon any necessary and reasonable adjustment of these terms of use, in order to secure the vital interest of the Parties and the main objectives prevailing at the time of implementation of these terms of use.

Niestetal, August 2020
emerce GmbH
© emerce GmbH| Version: 1.0