General Terms and Conditions

General Terms and Conditions of Gifting Technologies GmbH for the provision of the Joy bonus programme ("Joy_ Rewards")

PREAMBLE

Gifting Technologies GmbH, Wilmersdorfer Str. 165, 10585 Berlin, Germany ("Joy"), has developed a voucher solution that enables companies ("Corporate Customer") to obtain Joy gift vouchers from Joy and give them to employees ("Voucher Recipients") ("Joy Bonus Programme"). The Corporate Customer wishes to use the Joy Bonus Programme.

1. SUBJECT MATTER OF THE CONTRACT

This contract governs (a) the purchase of Joy gift vouchers, (b) the transmission of the Joy gift vouchers to the Voucher Recipients at the Corporate Customer's request and (c) the provision of the Joy redemption page at www.givingjoy.de ("Redemption Page") for use by the Voucher Recipients.

The redemption of Joy gift vouchers by the Voucher Recipients is governed by the current General Terms and Conditions of Gifting Technologies GmbH for the purchase and delivery of gifts (Redemption Conditions), available at https://givingjoy.de/legal/terms. In the event of conflicts between this contract and the Redemption Conditions, the Redemption Conditions take precedence.

Joy's offer is directed exclusively at businesses that wish to give Joy gift vouchers to their employees via the Joy Bonus Programme.

2. PURCHASE OF JOY GIFT VOUCHERS

The Corporate Customer can purchase Joy gift vouchers from Joy as required and determine the details of their provision (e.g. provision date).

Joy can be reached by telephone at +49 30 754 25086 or by e-mail at hello@givingjoy.de. Business hours are Monday to Friday from 9:00 am to 5:00 pm, excluding public holidays in Berlin as well as Christmas Eve (24 December) and New Year's Eve (31 December).

3. DESIGN OF THE JOY GIFT VOUCHERS

The Joy gift voucher is issued by Joy in the amount chosen by the Corporate Customer (usually EUR 50). The Joy gift voucher conveys exclusively a right against Joy, according to which Joy, upon the Voucher Recipient's order, purchases goods of the Voucher Recipient's choice as the buyer in its own name and for its own account and delivers them to the Voucher Recipient ("Purchase Right"). Joy gift vouchers cannot be exchanged for cash.

The Joy gift voucher can only be redeemed for goods that are available online at the time of redemption. The details of redemption, in particular the product categories excluded from redemption, are set out in the Redemption Conditions available at https://givingjoy.de/legal/terms. In addition, cash substitutes such as foreign currencies, cryptocurrencies and other financial instruments as well as cash cards and vouchers are excluded from redemption.

The Purchase Right is valid for three years, starting at the end of the year in which the Joy gift voucher was purchased.

Since only Joy is connected to the voucher system and the Joy gift voucher has no IBAN, it is technically ensured that:

• the Joy gift voucher cannot be used to withdraw cash from third parties, for example at cash machines;

• the Joy gift voucher cannot be used to transfer money to third parties;

• the Joy gift voucher cannot be stored or used as a general payment instrument.

4. TRANSMISSION OF JOY GIFT VOUCHERS

4.1. At the Corporate Customer's request, Joy transmits the Joy gift vouchers to the Voucher Recipients on the provision date.

4.2. Provision takes place either by crediting the corresponding voucher balance to the Voucher Recipient's voucher account on the Redemption Page or by sending a Joy gift voucher by e-mail. The Corporate Customer provides Joy with the names and e-mail addresses of the Voucher Recipients.

Provision of the Redemption Page

Joy provides a Redemption Page for the Voucher Recipients designated by the Corporate Customer, through which Voucher Recipients can order goods ("Gifts") by redeeming their Joy gift voucher balance in accordance with the Redemption Conditions. In addition, the Voucher Recipient has access to their voucher balance in a protected area of the Redemption Page. The Redemption Page is provided online at www.givingjoy.de.

The Redemption Page, including its underlying technology, hardware and software, remains the (intellectual) property of Joy. All copyrights and exploitation rights lie exclusively with Joy. Joy grants the Corporate Customer a contractual, non-exclusive, non-transferable right, limited to the term of this contract, to use the Redemption Page in accordance with this contract.

Joy is entitled at any time to make changes to the software (updates and/or new releases) and hardware underlying the Redemption Page, provided such changes do not impair the contractually owed performance. Joy also reserves the right to make design, functional or technical optimisations to the Redemption Page, provided this does not impair the contractually owed performance.

Joy guarantees availability of the Redemption Page around the clock, 7 days a week (24/7), of an average of 99% per month. Downtime due to maintenance and software updates is excluded from the availability time. Times during which the Redemption Page is unavailable due to urgent adjustments or updates to the IT infrastructure used for the Redemption Page to fix security vulnerabilities or in the event of imminent danger are also disregarded when calculating availability. Maintenance work in urgent cases does not need to be announced. Times during which the Redemption Page is unavailable due to technical or other problems beyond Joy's control (e.g. force majeure) are not taken into account when calculating the availability of the Redemption Page.

5. FEES

The Corporate Customer is obliged to pay Joy the agreed fees.

All fees owed are subject to statutory VAT.

The Corporate Customer may only set off undisputed or legally established claims against claims of Joy.

6. TERM

The contract is concluded for an indefinite period. After a minimum term of six months, the contract can be terminated with three months' notice.

The right of both parties to extraordinary termination for good cause remains unaffected.

Notices of termination must be given in text form.

7. NO LEGAL OR TAX ADVICE

Joy does not provide legal or tax advice.

If the Corporate Customer wishes to use the Joy Bonus Programme for the provision of benefits in kind (Sachbezug), it is solely the Corporate Customer's responsibility to check whether the tax requirements for this are met. Joy recommends having the tax questions relating to the use of the Joy Bonus Programme reviewed by a tax adviser, lawyer or auditor.

Joy also recommends requesting a binding tax ruling (Anrufungsauskunft) from the competent tax office before using the Joy Bonus Programme to provide benefits in kind. Joy accepts no liability for the non-recognition of Joy gift vouchers as benefits in kind.

Download the binding tax ruling request form: download here

8. LIABILITY

Joy is liable to you for intent and gross negligence to the extent provided by law. For other negligent conduct, Joy is liable exclusively for

• personal injury,

• damage for which Joy is liable under mandatory statutory provisions, and

• damage resulting from the breach of material obligations that jeopardises the achievement of the purpose of this contract or whose fulfilment makes the proper performance of this contract possible in the first place and on which you may regularly rely ("cardinal obligations").

In the event of a breach of cardinal obligations, Joy's liability for simple negligence is limited to damage typical for the contract and foreseeable at the time the contract was concluded.

Joy is not liable for damage caused by force majeure or other events for which Joy is not responsible.

9. SPECIAL AGREEMENTS FOR CORPORATE CUSTOMERS

9.1 Joy offers Corporate Customers the option of concluding special agreements based on a fixed minimum purchase volume of gift credit for a specific period.

9.2 Under these special agreements, Corporate Customers receive access to Joy premium features, the scope of which depends on the agreed minimum purchase volume.

9.3 The agreed minimum purchase volume constitutes a purchase obligation. This volume may be exceeded at any time. If the volume is not reached, Joy is entitled to invoice the difference between the volume actually purchased and the agreed minimum purchase volume without providing any additional service for this.

9.4 Invoicing takes place as a monthly collective invoice at the end of the month for the gift credit purchased in the respective month. Payment is made using the means of payment agreed between Joy and the Corporate Customer.

9.5 Details of the minimum purchase volume, term of the agreement, premium features and payment terms are set out in a separate contract between Joy and the Corporate Customer.

10. DATA PROTECTION

Each party is obliged to process personal data only in accordance with the applicable provisions of the relevant data protection regulations, in particular the GDPR.

The Corporate Customer's provision of personal data of the Voucher Recipients takes place within the framework of data processing by Joy on behalf of the Corporate Customer. Details are set out in the data processing agreement pursuant to Art. 28 GDPR attached as the Data Protection Annex, which takes precedence over the other provisions of this contract.

11. CONFIDENTIALITY

The parties are obliged to treat all confidential information obtained in the course of the business relationship as confidential and, in particular, not to disclose it to third parties. The parties will oblige their employees and vicarious agents to maintain confidentiality accordingly. Confidential information is all information of the other party that is marked as confidential or is to be regarded as confidential from the circumstances. This includes in particular trade and business secrets.

Exempt from the above obligations is confidential information

• that was demonstrably already known to the party when the contract was concluded or subsequently becomes known from a third party without breaching a confidentiality agreement;

• that is publicly known when the contract is concluded or is subsequently made public, unless this is due to a breach of this contract;

• that must be disclosed due to legal obligations or by order of a court or authority (in particular BaFin).

The above obligations continue to apply after termination of this contract.

12. APPLICABLE LAW, PLACE OF JURISDICTION

This contract is governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

The place of jurisdiction is Berlin.

13. FINAL PROVISIONS

Amendments and additions to this agreement must be made in writing to be effective; this also applies to any amendment of this written form requirement.

No oral side agreements have been made.

Should any provision of these terms of use be or become invalid, this shall not affect the validity of the remaining provisions.