Terms of Service

Note: This English version is a convenience translation. The German version is the legally binding one.

§ 1 Provider, scope, conclusion of contract

1.1 Provider

The provider of the “InSleeve Manager” service (the “Service”) is:
InSleeve UG (haftungsbeschränkt)
Am Fischmarkt 13A
18439 Stralsund, Germany
Amtsgericht Stralsund, HRB 23014
VAT ID: DE459774822
Authorised representative: Tom Scheduikat (managing director)
Email: [email protected]

1.2 Scope

(1) These terms of service (the “Terms”) govern the use of the InSleeve Manager, a web-based software-as-a-service application for managing trading card inventories.

(2) The Service is offered to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) — in particular commercial trading card dealers — and to consumers within the meaning of § 13 BGB. On conclusion of the contract the user states in which capacity they are acting. Provisions of these Terms that apply only to consumers or only to entrepreneurs are marked as such; all other provisions apply to both groups. [Placeholder: clarify whether entrepreneur status has to be captured in the ordering process (flag, VAT ID) or whether a warranty by the user is sufficient]

(3) Deviating, conflicting or supplementary terms of the user do not become part of the contract unless the provider expressly agrees to them in text form.

1.3 Conclusion of contract

(1) The Service is in a closed beta. Admission happens in cohorts, by individual arrangement with the provider. There is no entitlement to admission to a cohort or to activation.

(2) The contract is concluded when the user accepts the offer made to them (cohort, scope of services and price under § 4) in text form or via the ordering process and the provider activates the account.

(3) The user warrants that the data provided at registration is accurate and complete and keeps it up to date for the duration of the contract.

(4) Consumers only: Before the order is placed, the provider informs the consumer of the essential characteristics of the Service, the total price including VAT, the contract term and the termination conditions. The ordering process allows input errors to be identified and corrected before submission and concludes with a button expressly labelled “order with obligation to pay” (§ 312j(3) BGB). The provider confirms the conclusion of the contract without undue delay in text form, transmitting the contract text including these Terms and the withdrawal instructions (§ 15).

1.4 Beta notice

The Service is provided as a pre-release version and is under active development. Scope of functions, user interface and technical properties may change (§ 2.3). Malfunctions and outages cannot be ruled out; see § 10.2 (export recommendation).

§ 2 Description of services, right to change, no SLA

2.1 Services

In the beta phase the Service essentially comprises:

• inventory management for trading cards (create, edit, search, filter, bulk edit, import);
• AI-assisted card capture via photo upload; use consumes credits (§ 5) and produces non-binding suggestions (§ 8);
• catalogue and reference price data for trading cards (§ 7);
• channel exports and pricing rules, in particular CSV exports for Cardmarket and the connections to eBay and Cardmarket (§ 9);
• sharing functions, in particular sending list views to a Discord webhook configured by the user;
• data export and account deletion as self-service functions.

What is actually provided in the application is decisive. Marketing statements outside the application do not constitute an agreement on quality.

2.2 Future functions

Announced but not yet productive functions are not part of the contract. There is no entitlement to their introduction.

2.3 Right to change the Service

The provider may change, extend or restrict the Service and its scope of functions to the extent this is reasonable for the user, taking their interests into account, and the core contractual benefit is preserved. Material restrictions are announced in text form with reasonable notice where possible. In the case of a material restriction that is disadvantageous to the user, the user has a right of extraordinary termination under § 11.2. [Placeholder: measure against § 327h BGB towards consumers — changes to digital products during the term require a valid reason, advance notice and a right of termination]

2.4 No SLA during the beta

During the beta there is no entitlement to any particular availability, response or restoration time (no service level agreement). § 10 remains unaffected.

§ 3 User account, organisation, access protection

(1) Each user receives an account assigned to an organisation. The data of one organisation is isolated from that of other organisations.

(2) Sign-in is passwordless via a login link sent to the registered email address (“magic link”). Access to the email inbox is therefore in effect the key to the account. The user must secure their email inbox appropriately — in particular with a strong password and, where available, two-factor authentication — and must not pass login links on to third parties.

(3) The account is not transferable. The user informs the provider without undue delay of any indication of misuse of the account or compromise of the email inbox; the provider may then temporarily suspend access.

(4) Actions performed via the user's account are attributed to the user unless the user is not responsible for the misuse.

§ 4 Prices, payment, billing period

4.1 List price, annual subscription

(1) The list price for using the Service is EUR 59.00 per month per organisation. All prices are gross prices and include statutory VAT at the applicable rate. Towards entrepreneurs the provider additionally states the net amount and the tax amount separately. Towards entrepreneurs in other EU member states who provide a valid VAT identification number, invoicing is without German VAT under the reverse-charge procedure. [Placeholder: confirm the VAT treatment — OSS scheme for consumers in other EU member states, reverse charge for entrepreneurs, treatment of third countries]

(2) Alternatively the provider offers an annual subscription at EUR 619.50 per year per organisation. This equals ten and a half months at the list price; one and a half months are free of charge. The annual fee is due in advance at the start of each contract year. A contract month within the meaning of these Terms is the period from a given day of the month of the contract start to the day before the corresponding day of the following month.

4.2 Founding terms

(1) Deviating from § 4.1(1), the provider offers new customers who take out a subscription while the provider displays the founding offer in the application (“founding members”) the following terms: EUR 99.00 once for the first three months of use; thereafter the price is EUR 39.00 per month. Those first three months constitute the initial term within the meaning of § 4.3(1). Each organisation may use the founding terms only once; they apply to monthly billing only and cannot be combined with the annual subscription (§ 4.1(2)).

(2) The price of EUR 39.00 per month is guaranteed for six months from the first billing period in which it applies — that is, from the fourth month of the contract up to and including the ninth. A price change under § 4.6 takes effect towards founding members at the earliest once those six months have elapsed; § 4.6(1) (notice period) and § 4.6(2) (right of termination) remain unaffected. The term is bound to the organisation and is not transferable.

(3) There is no entitlement to the founding terms. The provider may change or discontinue the offer for future contracts at any time; contracts already concluded remain unaffected.

4.3 Term, automatic renewal, termination

(1) The initial term is one month, including for the annual subscription; for founding members (§ 4.2) three months. It begins when the account is activated. A termination declared during the initial term takes effect at its end.

(2) After the initial term the contract renews automatically for an indefinite period unless terminated. In that case either party may terminate it at any time. Termination takes effect at the end of the current billing period, for the annual subscription at the end of the current contract month (§ 4.1(2)); the notice period therefore never exceeds one month (§ 309 no. 9 BGB). If the user names a later date, termination takes effect at the end of the billing period or contract month in which that date falls. Billing is monthly in advance, for the annual subscription annually in advance.

(3) If an annual subscription is terminated, the provider refunds the fee for the full contract months of the current contract year remaining after the termination takes effect pro rata at one twelfth of the annual fee per month, without undue delay, to the original payment method.

(4) Termination is possible at any time via the termination button in the application and on the website (§ 11.1) or in text form. No reason need be given.

(5) The provider does not send a separate notice before each renewal or charge; the due date follows from the agreed term. Price changes are notified separately under § 4.6. [Placeholder: check whether a pre-renewal reminder is required or advisable towards consumers]

4.4 Refund

(1) With monthly billing, independently of the statutory right of withdrawal (§ 15), the user may request a refund of the fee paid for the current billing period at any time, informally and in text form. The provider refunds the fee in full and without undue delay; no reason need be given. [Placeholder: clarify whether the refund is pro rata or in full and whether it is time-limited — the current commitment is a full refund with no deadline. This goodwill commitment sits alongside the right of withdrawal and must not curtail it]

(2) Paragraph 1 does not apply to the annual subscription. Besides the statutory right of withdrawal (§ 15), refunds are made exclusively pro rata under § 4.3(3).

(3) The contract ends with a refund under paragraph 1 and access to the Service is terminated. § 11.3 (data export before deletion) applies accordingly.

(4) This commitment is a voluntary benefit going beyond statutory claims. The user's statutory warranty rights remain unaffected.

4.5 Payment processing

(1) Payment is made via the payment service provider Stripe. The fee is collected in advance at the start of each billing period from the payment method stored by the user. The provider makes an invoice available for each billing period.

(2) The user manages payment method and invoices via the payment service provider's subscription management, linked from the application. Termination follows § 4.3(4); the termination button on the website (§ 11.1) requires no login.

(3) By arrangement, payment by invoice is possible; invoices are due for payment without deduction within [Placeholder: e.g. 14 days] of receipt.

(4) If a collection fails, the provider notifies the user in text form and retries within a reasonable period. Statutory provisions apply in the event of default; after prior notice in text form the provider may suspend access until the outstanding amount has been settled.

4.6 Price changes

(1) The provider may change prices with effect for future billing periods. It notifies the change in text form at least [Placeholder: e.g. 6 weeks] before it takes effect, highlights the change and points out the right of termination under paragraph 2.

(2) The user may terminate the contract with effect from the date the change takes effect. If they do not terminate, the changed price applies from the following billing period.

[Placeholder — central question for counsel: the earlier draft needed no change mechanism because the contract did not renew automatically. With automatic renewal (§ 4.3) the construction in paragraph 2 is a deemed-consent clause. Is it tenable towards consumers (cf. BGH XI ZR 26/20), or does a price change require express consent or termination by the provider at the end of the term? The same applies to § 14.2.]

§ 5 Credits for AI capture

(1) AI-assisted card capture (§ 2.1, § 8) consumes credits. A monthly credit allowance is included in the price under § 4; the current amount is shown in the application [Placeholder: state the included allowance here or in a linked service description].

(2) Unused credits of a period expire [Placeholder: expiry rule, e.g. “at the end of the respective billing month”].

(3) Additional credits may be purchased for a fee where offered; the price list shown in the application at the time of purchase applies. Credits are tied to the account, are not transferable and — subject to mandatory statutory claims — are not redeemable for money.

(4) No credit is consumed if recognition fails for technical reasons for which the provider is responsible. A recognition result with low confidence is not a failure in this sense (§ 8).

§ 6 User obligations, prohibited use

(1) The user ensures that all content they introduce — in particular photos, inventory and listing data, descriptions and prices — is lawful and does not infringe third-party rights. For uploaded photos in particular: the user only uploads images they are entitled to use and avoids depicting people or other unnecessary personal information.

(2) Listings on third-party platforms: No payment processing and no contract between the user and their customers takes place via the Service. The user alone is responsible for the content, accuracy, pricing and lawfulness of their listings on third-party platforms — including compliance with those platforms' terms and with commercial, tax and consumer protection obligations. The user checks exported or transferred data before publication.

(3) The user is prohibited in particular from:

• automated extraction of the platform, its catalogues or reference price data (scraping, crawling, bulk download) outside the export and API functions provided;
• reverse engineering, decompiling or disassembling the software, except where mandatorily permitted under § 69e of the German Copyright Act;
• actions that place an excessive load on the platform or impair its availability or security, in particular load tests, circumventing access or quota limits, and automated mass requests;
• passing on access credentials or login links to third parties;
• uploading unlawful or harmful content, including malware;
• using the Service to build a competing product or data set.

(4) § 11.4 (suspension) and statutory provisions apply in the event of breaches. Towards entrepreneurs only: the user indemnifies the provider against third-party claims based on a culpable breach of the obligations under this § 6, including the reasonable costs of legal defence. Towards consumers the statutory provisions apply. The provider informs the user of asserted claims without undue delay and coordinates the legal defence with them.

§ 7 Catalogue and reference price data

(1) The catalogue data (card master data, print runs, conditions) and price data provided in the Service are purely for reference and information. They partly originate from third-party sources and are provided without warranty as to accuracy, completeness or currency.

(2) The price data does not constitute investment, valuation or pricing advice and is not an assurance of achievable sale prices or of value development. The user makes purchase, sale and pricing decisions on their own responsibility.

(3) Prices calculated automatically by pricing rules are based on the rules configured by the user and the reference data under paragraph 1; paragraph 2 applies accordingly. The plausibility check before an export is an aid and does not release the user from checking for themselves.

§ 8 AI-assisted recognition

(1) AI-assisted card capture produces automatically generated suggestions (recognised card, print run, condition indicators). These suggestions may be incorrect, incomplete or ambiguous. No particular recognition accuracy or hit rate is assured; no particular result is owed.

(2) The user must check recognition results before adopting them into their inventory or listings and correct them where necessary. Responsibility for the adopted data lies with the user.

(3) There is no automated decision within the meaning of Art. 22 GDPR; the recognition result is a suggestion the user reviews and can change.

§ 9 Third-party services and channel connections

(1) At the user's initiative the Service can be connected to third-party platforms, in particular eBay (connection via OAuth, creating and maintaining listings) and Cardmarket (CSV export and, where the user stores their own credentials, access via the Cardmarket API). The user may also configure a Discord webhook to which the Service sends list views at their initiative.

(2) Each connection is made at the user's initiative and on their behalf. The relationship between the user and the third-party platform is governed solely by that platform's terms. The user is responsible for complying with those terms and for the lawfulness of the transferred data.

(3) The provider owes neither the availability nor the unchanged continuation of third-party interfaces. If a third-party platform changes or discontinues its interface, the corresponding function may cease to exist; § 2.3 applies accordingly.

(4) Credentials and access tokens stored by the user are held encrypted. The user can disconnect a connection at any time in the application.

§ 10 Availability, maintenance, backups

(1) The provider endeavours to achieve good availability but owes no particular availability during the beta (§ 2.4). Access may be temporarily restricted by maintenance, further development, security incidents or circumstances outside the provider's control. Where possible, planned maintenance is carried out outside usual usage times.

(2) The provider performs regular backups as part of normal operations. Users are strongly advised to use the data export function regularly and to keep their own backup copies, in particular before major changes and before deleting their account.

§ 11 Term, termination, account deletion, suspension

(1) Term and renewal are governed by § 4.3. The user may terminate the contract at any time in accordance with § 4.3(2). For this purpose the provider provides a termination button that leads directly to a confirmation page and is reachable without logging in (§ 312k BGB); the provider confirms receipt of the termination without undue delay in text form. Termination is additionally possible via the termination button in the application, by deleting the account in the application or by declaration in text form. § 4.3(3) (pro-rata refund for the annual subscription), § 4.4 (refund) and § 15 (right of withdrawal) remain unaffected.

(2) The right to extraordinary termination for cause remains unaffected for both parties. Cause exists for the user in particular in the case of a material restriction of the Service under § 2.3 that is disadvantageous to them.

(3) Account deletion and data: On account deletion the user's data is deleted or anonymised; statutory retention obligations and log data the provider keeps on the basis of legitimate interests remain unaffected. Deletion cannot be undone. Users should use the data export function before deletion; afterwards an export is no longer possible. Details are set out in the privacy policy.

(4) Suspension: The provider may temporarily suspend the account or restrict individual functions where there are concrete indications of a breach of these Terms — in particular § 6 — or of applicable law, or where suspension is necessary to protect the platform, other users or third parties. The provider chooses the mildest suitable measure, informs the user of the reasons unless doing so would defeat the purpose of the measure, and gives them an opportunity to comment. For the duration of an unjustified suspension for which the provider is responsible, the provider refunds the pro-rata fee.

§ 12 Liability

(1) The provider is liable without limitation:

• for intent and gross negligence;
• for damage arising from injury to life, body or health;
• under the German Product Liability Act;
• to the extent of a guarantee assumed by the provider.

(2) In the case of slight negligence the provider is liable only for breach of a material contractual obligation — an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the user may regularly rely. In that case liability is limited to the foreseeable damage typical for this type of contract. Towards entrepreneurs only an additional cap of [Placeholder: liability cap, e.g. the fees paid in the preceding twelve months] applies; towards consumers there is no monetary cap. [Placeholder: review the liability regime as a whole against § 309 no. 7 BGB now that the Service is also offered to consumers]

(3) Liability is otherwise excluded. This applies in particular to damage arising from the use of incorrect recognition results (§ 8), incorrect reference data (§ 7), the user's listings on third-party platforms (§ 6(2)) and disruptions of third-party interfaces (§ 9(3)).

(4) For loss of data the provider is liable within the scope of paragraphs 1 to 3 only to the extent that the damage would also have occurred had the user made proper, regular use of the export function provided (§ 10(2)). [Placeholder: check whether this obligation withstands a content review under § 307 BGB towards consumers or has to be limited to entrepreneurs]

(5) The above provisions also apply for the benefit of the provider's legal representatives, employees and vicarious agents.

§ 13 Intellectual property

(1) Software and platform: All rights to the Service, the underlying software, the databases, the design and the content created by the provider belong to the provider or its licensors. For the duration of the contract the user receives a simple, non-transferable, non-sublicensable right to use the Service within the scope of these Terms.

(2) User content: Content introduced by the user, in particular photos and inventory data, remains with the user. The user grants the provider a simple right of use to that content, limited to the term of the contract, to the extent necessary to provide the contractual services — in particular storage, technical reproduction, processing for AI recognition, display, creation of exports and transfer to third-party platforms initiated by the user.

(3) Use of user photos to train the recognition models takes place only where separately agreed. [Placeholder: document the decision — no training with user photos is currently agreed; if desired, an express provision and a data protection basis are required]

(4) Third-party rights in cards and trademarks: Names, trademarks, logos and card artwork of trading card games are the property of their respective rights holders. The Service has no connection to these rights holders and is neither sponsored nor endorsed by them. Catalogue and image data are provided solely for identification and reference purposes.

§ 14 Final provisions

14.1 Data protection

Information on the processing of personal data is set out in the privacy policy. The Service is not designed to process personal data of third parties — in particular of the user's own customers — and stores no buyer or order data. The user does not enter such data into free text fields. A data processing agreement under Art. 28 GDPR is therefore not part of the contract. Should the provider in future offer functions in which it processes personal data on the user's behalf, it will offer a data processing agreement in good time beforehand. [Placeholder: have counsel confirm that no DPA is required under the current functional scope]

14.2 Changes to these Terms

The provider may change these Terms with effect for the future where this is prompted by changes in the law, in supreme court case law or in the functional scope and does not unreasonably disadvantage the user. It notifies the change in text form at least [Placeholder: e.g. 6 weeks] before it takes effect, highlights the amended provisions and points out the right of termination. The user may terminate the contract with effect from the date the change takes effect. [Placeholder: same central question as in § 4.6 — admissibility of a deemed-consent clause towards consumers (BGH XI ZR 26/20)]

14.3 Applicable law

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

14.4 Place of jurisdiction

The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Stralsund, Germany, provided the user is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany.

14.5 Text form

Declarations under these Terms require text form (§ 126b BGB); an email to the address on file is sufficient.

14.6 Severability

Should individual provisions of these Terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid or unenforceable provision.

§ 15 Right of withdrawal for consumers

This section applies to consumers only within the meaning of § 13 BGB. Entrepreneurs have no right of withdrawal.

15.1 Withdrawal instructions

Right of withdrawal. You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of the conclusion of the contract.

To exercise your right of withdrawal, you must inform us (InSleeve UG (haftungsbeschränkt), Am Fischmarkt 13A, 18439 Stralsund, Germany, email: [email protected]) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or an email). You may use the attached model withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal. If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested that the service begin during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract (§ 357(8) BGB).

15.2 Early expiry for credits

The purchase of credits (§ 5) is a supply of digital content. The right of withdrawal expires early if you have expressly consented to us beginning performance before the end of the withdrawal period and have confirmed your awareness that you thereby lose your right of withdrawal once performance begins (§ 356(5) BGB). This consent is obtained expressly during the payment process.

15.3 Model withdrawal form

(Complete and return this form only if you wish to withdraw from the contract.)

• To: InSleeve UG (haftungsbeschränkt), Am Fischmarkt 13A, 18439 Stralsund, Germany, email: [email protected]
• I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service (*)
• Ordered on (*)/received on (*)
• Name of consumer(s)
• Address of consumer(s)
• Signature of consumer(s) (only if this form is notified on paper)
• Date
• (*) Delete as appropriate.

[Placeholder: have counsel check the withdrawal instructions and the model withdrawal form against the statutory models in Annex 1 and Annex 2 to Art. 246a EGBGB. Open in particular is whether the subscription as a digital service (§ 327 BGB) supports the start of the period and the compensation rule used here, and how the waiver under § 15.2 relates to the running subscription.]