General Terms and Conditions for corporate customers ordering Gift Cards via www.adidas.giftcards-store.com
1. Scope and Applicability
1.1. These Terms and Conditions (“Terms”) apply to ordering and delivery of Gift Cards via this platform located at www.adidas.giftcards-store.com (“adidas Gift Card Store” and/or “Platform”), which is a website dedicated to selling adidas corporate Gift Cards to corporate customer, legal entities or agents.
1.2. The Terms apply to contracts for ordering Gift Cards between RLC Solutions GmbH, Schönhauser Allee 141 B, 10437 Berlin, e-mail: info@rlc-solutions.com, registered in the Commercial Register of the Charlottenburg Local Court (HRB 236449 B), represented by the Managing Director Mrs. Rocio Liebana Vinuesa, VAT identification no.: DE355299099 - hereinafter referred to as the "Provider". and the a corporate customer, legal entity or agent - hereinafter referred to as the " Business Customer” or “you " to be closed.
1.3. adidas and you shall be jointly referred to as “parties”.
1.4. “Gift Cards” shall mean any gift card that is issued by adidas, sold by the Provider, in electronic format that shall consist of a code and associated visuals and information permitting the holder of Gift Cards to redeem this code in participating, official adidas stores and on adidas.com.
1.5. The business relationship between the Provider and the Business Customer shall be governed exclusively by the following General Terms and Conditions in the version valid at the time of the order. Deviating general terms and conditions of the Business Customer shall not be recognized unless the Provider expressly agrees to their validity in writing.
1.6. There might be a contractual arrangement between the Provider and the Business Customer relating to Gift Cards and their resell and/or distribution governing the rights and obligations of the parties in detail (“Individual Contract”). The Individual Contract between the parties shall continue to be valid and applicable. In the event of any inconsistency or contradiction between these Terms or Individual Contract, the latter shall prevail.
2. Registration
2.1. To be able to use this Platform, you must register with a corporate customer account. When registering a corporate customer account, an e-mail address and a password of your choice must be provided (“Access Data”). You agree to use an e-mail address that you are authorized to use. During the registration process, you may be asked additional company data. You agree that the registration information that you provide shall be up-to-date and truthful and shall be kept up to date in the event of future changes.
2.2. After completing the registration, Provider will check the data submitted and after a positive review, will approve the corporate customer account for orders. Provider reserves the right to request additional information and documents regarding you, your business operations, and your managing personnel. In such a case, Provider will contact you via email.
2.3. You agree that the Access Data to the corporate customer account in the adidas Gift Card Store may not be passed on to third parties and must be kept safe and inaccessible to unauthorized persons. You agree to notify Provider immediately on any unauthorized use of your account or your Access Data.
2.4. You are responsible for all activities that occur under your account and password, whether or not they are actually or expressly authorized by you. Provider shall not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses or damages incurred by Provider and adidas, their affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.
3. Conclusion of contract, subject matter of the contract, 3 rd party rights
3.1. Information on Gift Cards and prices prior to conclusion of the contract are subject to change and non-binding. The presentation in the adidas Gift Card store does not constitute a legally binding offer, but a non-binding online catalogue that provides information about your options for submitting an offer.
3.2. A contract between Provider and you is concluded as follows: After completing your registration, you will have the possibility to place your binding Gift Card order. You can submit your order by filling out the Order Form. You can determine (i) the country, (ii) the quantity, (iii) value, and (iv) design of Gift Cards according to the selection made in the Order Form. By clicking on the order button, you submit a binding offer to purchase your Gift Cards. Provider will then confirm receipt of your order by email. Provider can refuse to accept the order at any time without giving reasons.
3.3. The Gift Cards will have a nominal value to be determined with a minimum consumer purchase value of EUR 5, with a maximum consumer purchase value of EUR 500, per individual Gift Card (or an equivalent value in any other relevant currency). You will place your binding order by clicking the “order” button. Provider will then confirm receipt of your order.
3.4. Provider reserves the right to refuse any order of Gift Cards: (i) if the order is considered suspicious or (ii) fraudulent, (iii) if Provider is legally required to do so, (iv) if you have provided Provider with false or inaccurate information, or (v) if it is not possible to verify the information provided. As part of the analysis procedure, Provider reserves the right to request additional information and documents regarding you, your business operations, and your managing personnel.
3.5. Provider is entitled to terminate the contractual relationship with the Business Customer if there are indications that the business customer is in breach of applicable law or contractual provisions, including these GTC, in the contractual relationship with Provider.
3.6. Upon confirmation of the order, Provider will issue an invoice corresponding to your order to your registered email address. The invoice can also be downloaded from the “My Orders” section of the Platform. Latest 24 hours after your payment has been received, Provider will release the order. Provider will deliver Gift Cards to you in electronic format: csv / excel files containing the Gift Card numbers, pin codes, and URL links to the Gift Card templates have to be downloaded from your account in the adidas Gift Cards Store. The Gift Cards delivered will be activated cards.
3.7. You represent and warrant that you will only offer, sell, resell, or distribute Gift Cards for lawful purposes. You shall ensure that your design of the Gift Cards, insofar as you use your own or third-party material for this purpose - with the exception of that of adidas, which is provided for the creation of the Gift Card via the adidas Gift Card Store - and your texts written for the Gift Card are free of third-party rights, do not infringe copyrights or do not constitute any other legal infringements. If claims are made against Provider or adidas by third parties due to an infringement on the part of the business customer in relation to sentence 1, the you indemnify Provider and adidas to the full extent, including damages as well as judicial and extrajudicial legal costs.
3.8. You shall not, without Provider’s prior written consent, make any promises or guarantees about Provider’s business or the Gift Cards beyond those contained on the Gift Cards themselves and in any promotional material supplied or agreed with Provider or adidas.
4. Transfer, validity, no interest or cash payment, protection against unauthorized third parties, loss
4.1. The Gift Cards you have ordered is only intended to be passed on to your customers, business partners, employees or other persons connected to your business (authorized persons), but not to other third parties.
4.2. Unless otherwise agreed between the parties, the Gift Cards shall be valid for a period of three (3) years.
4.3. No interest or cash payment will be made on the credit balance of a Gift Card either to you or to authorized persons or other third parties.
4.4. After ordering, the business customer must protect the Gift Cards securely against access or use by unauthorized third parties. The Gift Cards cannot be exchanged for cash and will not be replaced if they are lost or stolen. You will be solely responsible for any loss or unauthorized use of the Gift Cards after delivery by Provider.
5. Retention of title
The delivered goods remain the property of the Provider until full payment has been made.
6. Redeeming the Gift Cards
6.1. A Gift Card ordered by the business customer can be redeemed by the authorized persons named in clause 4.1. of these GTC for the ordering of goods in participating official adidas store and on adidas.com. within the period specified in clause 4.2. of these GTC.
6.2. When using the Gift Cards for purchases, automatic deductions will be made to their balance. The Gift Card holder can check its balance at the moment of purchase. For the terms, instructions of use, a list of participating stores and to check the current balance of the card, please check adidas.com.
6.3. The terms and conditions of use of the Gift Card are also stated on each adidas Gift Card template available via the URL link in the Gift Card code file that can be downloaded from the Platform after your order was fulfilled shall apply.
7. Prices and payment terms
7.1. Where applicable, prices are inclusive of VAT at the applicable rate and, unless otherwise agreed, inclusive of shipping.
7.2. Providers's claims are due immediately after the invoice for your order is issued.
7.3. By placing an order through your Business Customer account, you agree to pay for your order via bank transfer. You must ensure that you are authorized to use the specified payment method during the term of the contract and that you have sufficient funds so that the payment can be made.
7.4. The Business Customer is obliged to ensure that any payment defaults are remedied so that, in addition to the outstanding amount due, any reminder costs can be paid by the Business Customer after default occurs. The business customer is permitted to prove that Provider has incurred no or less damage.
8. Data Protection Clause
8.1. Both parties may process personal data in fulfilling their obligations under the contractual arrangement. Each party, acting as data controller, shall comply with any applicable data protection law including the General Data Protection Regulation (“GDPR”) in the processing of personal data. Parties are responsible that the processing activities relating to the personal data are lawful, fair and transparent in relation to the data subjects. Parties are each responsible for their own compliance with any applicable data protection law.
8.2. Parties shall treat all personal data as strictly confidential and take appropriate steps to ensure the reliability of anyone who may have access to personal data, ensuring that access is strictly limited to those individuals who need to process personal data, necessary for the purpose of fulfilling the contractual obligations.
8.3. Parties shall implement appropriate technical and organizational measures to ensure a sufficient level of security.
8.4. Your Access Data or other data you may provide to us during the ordering process may contain personal data such as name, company name, working title, email address, and company or invoicing address. If you personalize the Gift Cards, the name of the Gift Card recipient may also be processed. We process personal data in order to fulfill our contractual obligation with you. In addition, we process personal data if there is a legitimate interest in our part, e.g., to optimize our processes, investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Platform.
8.5. Provider is the sole owner of all right, title, and interest to all respective information of the Platform, adidas is the sole owner of the logos, trademarks, tradenames, copyrighted information. You acknowledge that you shall not acquire any adidas or Provider’s intellectual property rights or associated materials.
9. Warranty for defects
The Provider is liable for material defects in accordance with the applicable statutory provisions, in particular §§ 434 ff. BGB. Deviations from statutory provisions in the general terms and conditions of the issuer of the Gift Cards do not constitute a defect in the Provider's service.
10. Liability
10.1. Unless otherwise agreed in the Individual Contract, Provider’s liability to you is limited to the actual direct damages directly resulting from gross negligence or willful misconduct. In no event shall Provider be liable for damages of any kind (including, but not limited to, special, incidental, or consequential damages, lost profits, or lost data, regardless of the foreseeability of those damages) arising out of or in connection with your use of the Platform or any other materials or services provided to you by Provider. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.
10.2. You are liable for all damages suffered by Provider due to your failure to comply with the Terms or due to infringement of any other contractual or non-contractual obligation or duty. You shall indemnify, defend, and hold harmless Provider, its personnel and agents, against any claims by third parties or authorities for losses, damages, fines or penalties and other legal actions against Provider arising from your access to or use of the Platform, your violation of these Terms, or your infringement of any intellectual property or other right of any person or entity.
10.3. None of the parties excludes or limits its liability in relation to the Terms in case of death or personal injury arising from their own negligence, gross negligence, willful misconduct, fraud or a breach of an obligation of confidentiality or for any liability that cannot by law be excluded or limited.
10.4. A material breach of these Terms by Business Customer shall also be a material breach of the Individual Contract.
11. Miscellaneous
11.1. You represent and warrant that you have the legal capacity, right, title and authority to enter into, and perform all of your obligations under these Terms. You agree to comply with all applicable laws and regulations, the terms of the Individual Contract if applicable as well as to the Terms of this Platform.
11.2. You agree that you will not violate or attempt to violate any security features of the Platform including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Platform, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Platform, overloading, flooding, spamming, mail bombing, or crashing; (d) using the Platform to send unsolicited emails; or (e) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by adidas in providing the Platform. You warrant to us that: (i) you own or have the requisite authority over any content or information provided by you; (ii) any content or information provided by you will be accurate and complete; (iii) any content or information provided by you and any of your activities on the Platform: (a) do not infringe in any manner on any third party rights, (b) do not violate any applicable laws or regulations, (c) are not defamatory, libelous, slanderous or threatening, (d) do not breach any duty toward or rights of any person or entity, (e) have not resulted in or are not likely to result in any fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity, (f) are not false, deceptive or misleading, and (g) will be free of any viruses or malware, or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information.
11.3. To ensure that Provider provides a high-quality experience for you and for other users of the Platform, you agree that Provider may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, or other unauthorized uses of the Platform. Provider reserves the right to terminate your account or your access to the Platform immediately, with or without notice to you, and without liability to you, if Provider reasonably believes that you have violated any of the Terms, provided Provider with false or misleading information or interfered with use of the Platform.
11.4. Nothing in these Terms shall relieve you from your obligations under the Individual Contract if such contract has been signed by the parties. The Individual Contract and all of its provisions shall continue to apply, including but not limited to the provisions regarding payment terms, pricing, territory and exclusivity, title and risk, licensed use of adidas’s trademarks, resale and distribution of the Gift Cards, liability and confidentiality.
11.5. Provider may, in its sole discretion and without prior notice amend these Terms, modify the Platform and Gift Cards or discontinue the Platform at any time. Provider shall post any revision of these Terms and revision shall be effective immediate upon such posting. It is your responsibility to review these Terms periodically for changes, and you agree that, by continuing to use or access the Platform following any revision, you shall abide by any such revision. If at any time you find these Terms unacceptable, you must leave the Platform and cease use of the same.
11.6. If, for whatever reason, the court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect and any invalid provision will be replaced with a valid provision that most closely approximates the intent of the invalid provision.
11.6. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
11.7. The validity, construction and performance of these Terms (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by the laws of Germany, whereby the exclusive jurisdiction shall be the district court of Berlin.
11.8. German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.