Terms of Service

April 2023

§ 1 General regulations

  1. The company DIAL GmbH, Bahnhofsallee 18, 58507 Lüdenscheid, HRB (hereinafter 'DIALux services'), offers entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and legal entities under public law (hereinafter 'users') the opportunity to permanently use their business-to-business online marketplace on the DIALux services platform operated by it in accordance with the provisions of these Terms of Use as part of a service contract.
  2. These terms of use contain the conditions applicable between DIALux services and the user for the services offered by DIALux services within the framework of this service contract. Regulations deviating from these terms of use only apply if they are confirmed in writing by DIALux services. By registering in accordance with Section 3, the user accepts these terms of use as prevailing.
  3. Changes to these terms of use will be communicated to the user by DIALux services in text form or by email. If the user does not object to such changes within four weeks of receipt of the notification, the changes are deemed to have been agreed. The user is informed separately of the right to object and the legal consequences of remaining silent in the event of a change in the terms of use.

§ 2 DIALux services

  1. DIALux services is a brokerage platform (hereinafter 'platform') for buyers (hereinafter 'customer') and providers (hereinafter 'freelancer') for the trade in goods and services. Lightshift has an integrated, automated communication system for the purpose of simplifying the communication between customer and freelancer as well as extensive functionalities for the administration and monitoring of all current business transactions.
  2. DIALux services's services include among others:
    1. Provision of options for using the platform after the user has registered in accordance with § 3;
    2. Enabling the initiation and conclusion of contracts on the platform through offers initiated by the customer or service offers initiated by freelancers in accordance with § 4;
    3. Creation of information and communication opportunities among users or contract parties;
  3. DIALux services owes an annual average availability of the platform for the agreed services of 98.5%. This includes necessary maintenance work. An interruption may not last longer than 48 hours.

§ 3 Registration and access to the platform

  1. The prerequisite for using the platform is registration in DIALux services as a user in accordance with § 1. The platform is only available to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and legal entities under public law. There is no entitlement to registration or use of the platform.
  2. When registering, the user has to name his company data, billing data and a contact person and indicate whether he would like to use the platform as a customer, freelancer or both. The registration is accepted by confirmation via email. By registering, a chargeable service contract for an indefinite period between DIALux services and the respective user is concluded in accordance with these terms of use.
  3. The scope of a freelancer's membership depends on the type of membership he/she has acquired. The different memberships are accepted on a selection page in the respective membership account of the Freelancer. The duration of the respective membership is one month and begins with the conclusion of the respective membership. The membership is automatically renewed for a further month unless it is cancelled via the membership account at the end of the respective term. A conversion of the respective confirmed membership is possible at any time as an upgrade or downgrade.
  4. The user is responsible for ensuring that the information provided to DIALux services and other users, in particular as part of his registration in accordance with Paragraph 2, is true and complete. He undertakes to notify DIALux services immediately of any future changes to the information provided.
  5. DIALux services is entitled to withdraw the registration of a user or to block access to the platform if there is reasonable suspicion that he has violated these terms of use. The user can avert these measures if he eliminates the suspicion by submitting suitable evidence at his own expense.
  6. All logins are individualized and may only be used by the authorized user. The user is obliged to keep login and password secret and to protect them from unauthorized access by third parties. If there is suspicion of abuse by a third party, the user will inform DIALux services of this immediately. As soon as DIALux services becomes aware of the unauthorized use, DIALux services will block the access of the unauthorized user. DIALux services reserves the right to change a user's login and password; in such a case DIALux services will inform the user immediately.

§ 4 Conclusion of contracts on the platform

  1. Customers have the opportunity to open offers and, according to individual criteria, to call on freelancers to submit binding offers. Offers can only be opened by customers and do not contain a legally binding offer in the sense of § 145 German Civil Code, but only represent an invitation to submit offers ('invitatio ad offerendum'). Under no circumstances are customers allowed to participate as freelancers in a offer opened by them. Likewise, customers are not allowed to participate as freelancers in a offer opened by them through third parties acting on their behalf. A offer published by the customer cannot be subsequently adjusted and/or modified as soon as an offer from an freelancer is available.
  2. Freelancers have the opportunity to select customers according to individual criteria and submit binding offers for their offers. The offers of an freelancer are binding and irrevocable declarations for the conclusion of the contract advertised by the customer. Unless otherwise agreed between a customer and an freelancer, an freelancer is bound to his offer for a further 30 days from the end of the duration of the offer determined and possibly extended by the customer. § 156 German Civil Code is expressly excluded. Freelancers are not entitled to be invited to participate in offers.
  3. A customer is free to choose whether and which of the offers he would like to accept. A contract is concluded when a customer accepts the offer of an freelancer by clicking the button 'order with obligation to pay'. A contract for the respective goods and services is concluded exclusively between the customer and the freelancer; DIALux services is not involved in this contractual relationship, but only provides the platform. An freelancer has the option of submitting separate parts of the contract, such as to integrate own general terms and conditions and/or data protection conditions into his offers.
  4. Actions using the respective login of a user are generally attributable to the user. Users are responsible for all of their declarations of intent made on the platform. For declarations made by third parties under the user's member account, they are liable to a foreseeable extent in accordance with the principles of a contract with protective effect for third parties.
  5. For all transactions on the platform, only the relevant system time on the platform applies. Offers can only be submitted within the term of offers specified by the customer.
  6. DIALux services reserves the right to change or expand the content and structure of the platform as well as the associated user interfaces if this does not, or does not significantly, impair the fulfillment of the purpose of the contract concluded with the user. DIALux services will inform the users of the platform about the changes accordingly.
  7. The transaction costs incurred in each case are due immediately after conclusion of the contract without deduction in accordance with the current Price list

§ 5 User obligations

  1. The opening of offers or an offer may not be made if
    1. the information is so incomplete that the subject and price cannot be determined;
    2. the opening or implementation of the offer in accordance with the legal system applicable to the intended contract would violate statutory provisions, official orders or morality. In particular, no objects or services may be offered whose offer or sale violates the rights of third parties; the same applies to articles that are pornographic or harmful to minors, weapons, drugs, propaganda material from unconstitutional organizations and parties, live animals, etc. DIALux services is entitled to immediately remove such a offer or such an offer from the platform.
  2. Goods or services that may only be offered against legally required evidence may only be offered and requested on the platform if the evidence has been included in the description of the goods or services and the goods or services are only provided against the legally required evidence.
  3. By registering in accordance with § 3, the user guarantees DIALux services and all other users that the user will comply with all the data protection requirements with regard to the data transferred by the user and releases DIALux services from any claims, including those of a public nature.

§ 6 Processing of the contracts concluded on the platform

  1. The processing of contracts concluded on the platform is the sole responsibility of the respective user. For the contracts concluded on the platform, DIALux services does not guarantee the fulfillment of the contracts concluded between the users on the platform, nor does it accept liability for material or legal defects in the goods or services traded. DIALux services has no obligation to ensure the fulfillment of the contracts that have come about between the users.
  2. DIALux services cannot guarantee the true identity and the power of disposal of the users. In the event of any doubt, both contracting parties are required to find out about the true identity and the right of disposal of the other contracting party in a suitable manner.

§ 7 DIALux services liability

  1. DIALux services is fully liable for intent and gross negligence, for minor negligence only in the event of a breach of essential contractual obligations. The provision of the platform and the facilitation of the initiation and conclusion of contracts on the platform are considered essential contractual obligations. Liability in the event of a breach of such an essential contractual obligation is limited to the damage typical of the contract, which DIALux services had to expect when the contract was concluded due to the circumstances known at the time.
  2. DIALux services assumes no liability for faults within the network for which DIALux services is not responsible.
  3. DIALux services is only liable for the loss of data in accordance with the preceding paragraphs if such a loss could not have been avoided through appropriate data backup measures on the part of the user.
  4. Liability does not extend to impairments of the contractual use of the services provided by DIALux services on the platform, which are caused by improper or incorrect use by the user.
  5. The above limitations of liability apply mutatis mutandis in favor of the vicarious agents of DIALux services.
  6. Insofar as there is a possibility of forwarding to databases, websites, services etc. of third parties via the platform, e.g. by setting links or hyperlinks, DIALux services is not liable for the accessibility, existence or security of these databases or services, nor for the content of them. In particular, DIALux services is not liable for their legality, correctness of content, completeness, timeliness, etc.

§ 8 Third party content

  1. Users are prohibited from posting content (e.g. by means of links or frames) on the platform that violates legal regulations, official orders or public morals. They are also prohibited from posting content that violates the rights, in particular copyrights or trademarks, of third parties.
  2. DIALux services does not take ownership of third-party content under any circumstances. The user guarantees DIALux services and the other users of the platform that the goods and services offered by him in offers do not violate any copyrights, trademarks, patents, other property rights or trade secrets.
  3. DIALux services reserves the right to block third-party content if this is punishable under the applicable laws or if it is recognizable that it serves to prepare for criminal acts.
  4. The user will exempt DIALux services from all claims that third parties may assert against DIALux services due to the violation of their rights or due to legal violations due to the offers and/or content posted by the user, provided that the user is responsible for them. In this regard, the user also assumes the costs of DIALux services's legal defense, including all court and lawyer fees.

§ 9 Other obligations of the user

  1. The user undertakes to
    1. set up and maintain the necessary data backup precautions during the entire term of the contract. This essentially relates to the diligent and conscientious handling of logins and passwords;
    2. notify DIALux services immediately of any technical changes occurring in his area if they are likely to impair the service provision or the security of the DIALux services platform;
    3. participate in the investigation of attacks by third parties on the platform, insofar as this cooperation is required by the user;
    4. conduct business on the platform exclusively in the context of business operations for commercial purposes.
  2. The user undertakes to refrain from all measures that endanger or disrupt the functionality of the platform and not to access data that he is not authorized to access. Furthermore, he must ensure that his information and entered data transmitted via the platform are not infected with viruses, worms or Trojan horses. The user undertakes to reimburse DIALux services for all damage that arises from the non-compliance with these obligations for which he is responsible and, in addition, to indemnify DIALux services against all third-party claims, including legal and court costs, that arise against DIALux services due to the user's non-compliance with these obligations.

§ 10 Data processing and compliance with confidentiality through DIALux services, protection of secrets

  1. DIALux services's servers are protected according to the state of the art, in particular secured by firewalls; however, the user is aware that there is a risk for all participants that transmitted data can be read out in the transmission path. This applies not only to the exchange of information via e-mail that leaves the system, but also to the integrated messaging system and all other transfers of data. The confidentiality of the data transmitted when using the platform can therefore not be guaranteed.
  2. The user consents to DIALux services storing information and non-personal data about the course of offers and the behavior of customers or Lighting Professionals when carrying out these transactions in an anonymized form and exclusively in this anonymized form for marketing purposes, e.g. for the creation of statistics and presentations.
  3. DIALux services is entitled to process and save the non-personal data received from the user in connection with the business relationship during the term of this contract. In detail, the user agrees that DIALux services:
    1. saves and processes the information provided by the user as part of the registration application regarding company data and billing data as well as any updates communicated by the user;
    2. saves the data entered by the user independently on the platform in connection with the profile created by him and makes it available for other registered and unregistered users to access in the public and closed area of the platform;
    3. saves non-personal data about the content of the transactions and forwards them to other users and - if the user concerned so wishes by selecting a public transaction - makes it available for other registered and unregistered users to access in the public area of the platform.
  4. In addition, DIALux services will treat as confidential all data relating to the user that is marked as confidential by the user and will only use it in accordance with these terms of use and its Privacy policy. DIALux services reserves the right to deviate from this if DIALux services has to disclose user data due to legal or official orders.
  5. With regard to the processing of personal data, reference is made to DIALux services Privacy policy.
  6. DIALux services may only obtain, use or disclose business secrets of the user within the meaning of § 2 No. 1 GeschGehG in the scope of § 1 GeschGehG in accordance with the provisions of § 3, § 4, § 5 GeschGehG.

§ 11 Payment processing/service

  1. The prerequisite for using the DIALux services platform is acceptance by the payment service provider and the payment service functions of Stripe (Stripe, Inc., 354 Oyster Point Boulevard, South San Francisco, California, 94080, USA). Stripe receives payments and forwards them under certain conditions. The only payment method Stripe accepts is credit and debit cards. Payments between DIALux services and the user are processed exclusively by the payment service provider Stripe, other forms of payment are expressly prohibited. The Stripe GTC apply to the use of the Stripe electronic payment system. With the acceptance and use of the payment service functions of Stripe, a separate contract is concluded between the user and Stripe in accordance with the Stripe GTC. At no point will payment be made via DIALux services. DIALux services only acts as an intermediary.
  2. When the contract is concluded in accordance with § 4, the order amount is debited or secured on the customer's credit card via the payment service provider Stripe. The conclusion of the contract according to § 4 is subject to the condition subsequent that the customer's bank authorizes the order amount. The customer agrees that the amounts agreed upon in the conclusion of the contract (including the transaction costs) can be debited from his account by Stripe by credit card payment. Accordingly, he ensures that his credit/debit card has sufficient credit. In the event that the debt collection at the specified credit institution fails for reasons for which the customer is responsible - in particular due to insufficient funds, incorrect or invalid bank details, objection or insufficient credit limit on the credit card - a contract between the customer and the freelancers within the meaning of § 4 does not come about with the consequence that no transaction costs are owed either.
  3. The transaction costs, if any, shall be due immediately after conclusion of the contract without deduction in accordance with the current Price list. The remuneration to be paid by the freelancers to DIALux services ('transaction costs') is included in the order total. Both the remuneration agreed between the customer and the freelancer and the transaction costs owed by the freelancer to DIALux services are paid out via the payment service provider Stripe if the freelancer sets the order as complete on the DIALux services platform in the 'My Activities' menu by clicking on the button 'Mark as complete', and the customer then also accepts the service provided on the DIALux services platform in the “My Activities” menu by clicking the 'Complete' button or the customer does not file a complaint about the order marked as completed after 5 days. In the latter case, regardless of the contractual claims and/or agreements existing between the users, after the deadline has expired, the order is deemed to have been accepted by the freelancer within the meaning of Section 11 (3) sentence 3. In addition, regardless of the contractual claims and/or agreements existing between the users, the order is deemed to have been accepted after two requests for reworking by the customer within the meaning of Section 11 (3) sentence 3.
  4. The transaction costs are also paid to DIALux services if the delivery period agreed between the customer and the freelancers is exceeded. If the delivery period is exceeded, payment processing of the remuneration agreed between the customer and the freelancer via the platform of DIALux services or the payment service provider Stripe is no longer possible, and is only to be clarified in the legal relationship between the users.
  5. The user agrees to the storage of the billing data for purposes of proof and/or within the framework of the statutory storage obligations.

§ 12 Assignment and offsetting

  1. A partial or complete transfer of the user's rights from the contract with DIALux services to third parties is excluded.
  2. The user is only entitled to offset against DIALux services with undisputed or legally binding counterclaims.

§ 13 Duration of the contract

  1. The contract on which these terms of use are based is concluded for an indefinite period. It begins with the registration by DIALux services according to § 3.
  2. The contract can be terminated by the parties at any time.
  3. Each party has the right to terminate the contract for good cause without observing a period of notice. One important reason for DIALux services in particular is:
    1. the violation of a user against the provisions of these terms of use, which is not remedied even after setting a deadline;
    2. the criminal act of a user or the attempt to do so, e.g. fraud;
    3. the delay of the user with the payment obligation according to the user according to § 3 paragraphs 2 and 3
    4. on operational disruptions due to force majeure that are beyond the control of DIALux services for more than six weeks,
    5. such as natural disasters, fire, breakdown of pipeline networks through no fault of their own.

§ 14 Final provisions

  1. The law of the Federal Republic of Germany shall apply, excluding the Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all legal disputes is Lüdenscheid. DIALux services is also entitled to sue at the user's general place of jurisdiction.
  2. Should individual provisions of these terms of use be or become ineffective and/or contradict the statutory provisions, this shall not affect the effectiveness of the rest of the terms of use. The ineffective provision shall be mutually replaced by the contracting parties with a provision that comes closest to the economic purpose of the ineffective provision in a legally effective manner. The above regulation applies accordingly in the event of loopholes.