General Terms and Conditions
1. General Provisions
- 1.1. Omarbaba.Shop (hereinafter Omarbaba) provides an online B2B
platform under the domain www.omarbaba.shop (hereinafter “Platform”). The Platform
provides online tools and information for promotion, getting in contact, business
initiation, exchanging information and general market intelligence. Upon entering
into a subscription agreement for the use of the Platform with Omarbaba,
manufacturers of all products, retailers and other buyers of such products
(hereinafter “Members”) can connect over the Platform. Omarbaba will constantly
develop and improve the services on the Platform in order to allow manufacturers and
suppliers to display their products on their individual profile and to offer the
manufacturing of products to buyers.
- 1.2. The following terms and conditions apply between Omarbaba and
the Members of the Platform relating to all services provided by Omarbaba to such
Members on the Platform. By subscribing to the Platform the Member accepts these
terms and conditions for use.
- 1.3. Terms and conditions deviating from these terms and conditions
shall only apply if these are confirmed by Omarbaba in writing.
2. Registration and Conclusion of the Subscription Agreement
- 2.1. The Platform is only available to natural persons or legal
entities acting in the execution of their commercial or independent business
activity (according to § 14 BGB - German Civil Code).
- 2.2. Members who are interested in subscribing to the Platform can
fill the online registration form for the Platform. Upon registration, Omarbaba will
confirm your membership under these terms and conditions. Omarbaba may also provide
a subscription form on the Platform, offering further services liable to pay.
- 2.3. In case the membership is liable to pay costs and unless
otherwise agreed, Omarbaba may invoice the monthly, quarterly or annual fees plus
VAT (if applicable) in each case in advance. The Member shall hold Omarbaba harmless
against any such claims for taxes by local authorities at the Member’s place of
- 2.4. The information provided in the registration process has to be
true and complete.
- 2.5. Omarbaba has the right to withdraw the member’s admission or
to block its access to the Platform if the Member is in default of payment of the
fees or if there is sufficient reason to assume that the Member is in breach of
these terms and conditions.
- 2.6. All log-ins are individualized and may only be used by the respective
authorized Member. The Member is obliged to keep the log-in data strictly
confidential and to protect them from unauthorized access by third parties. The
Member is also responsible for the confidentiality of its employees’ log-ins and
shall instruct its staff accordingly. The Member shall inform Omarbaba without delay
of any suspected unauthorized use of the log-in data. Omarbaba reserves the right to
change a Member’s log-in data and/or to deactivate the account, if there are
indications for an unauthorized access by third parties. In such case, Omarbaba
shall inform the Member without delay.
3. Use of the Platform
- 3.1. The Member may use all functions of the Platform that are part of the Member’s
membership scheme. The Members may add information to their Personal Profiles on the
Platform. Manufacturers (Sellers) shall complete their personal business profile
detailed company information and may share up to 50 of their products in the
virtual exhibition on the Platform. Buyers might create their own Business Card
them to contact Manufacturers (Sellers) and to be contacted by sellers following
Buyers and Sellers can add other buyers and sellers as a business contact and
contacted directly. After being added as a business contact buyers and sellers will
receive messages about new posts of their business contacts directly and by e-mail.
Nevertheless buyers and sellers are able to block or unblock added business contacts
at any time.
Even not being a business contact will enable buyers and sellers to follow new
posts/product releases of other sellers.
Comments added by sellers or buyers to products on the platform will be
visible for any visitor on the Platform.
- 3.2 While posting products and messages the Hasthtag (#) shall be used
in combination with product descriptions or names in order to optimize search
the platform for buyers and sellers.
- 3.3. Members are aware that the information provided on the Platform,
e.g. information added to the profile and the virtual exhibition are accessible for
other Members or for the public, depending on the information added.
By adding such information to the Platform, Members agree that such
information is made visible on the Platform.
- 3.4 When being online all visitors will be notified about the online
status of the members unless changed in the privacy settings
- 3.5. Each Member is free to enter into agreements under its own
conditions using the functionalities of the Platform. Each Member is solely
for any agreements entered into with other Members of the Platform. Omarbaba shall
become a part to any agreements between Members of the Platform and shall not be
by agreements between Members. Omarbaba is not responsible for the fullfilment of
agreements between Members of the Platform unless otherwise specified.
- 3.6. It is the sole responsibility of each Member to gather information
on other Members they enter into agreements with, e.g. relating to creditworthiness
signing authority. Omarbaba is not responsible for the accuracy or completeness of
any information available on its Platform. In particular, Omarbaba is not
responsible for any results leading to the suggestion of business partners by use of
search functionalities, recommendations or the matching data.
- 3.7. Omarbaba reserves the right to amend or extend the content or
structure of the Platform as well as the corresponding user profiles, provided that
fulfilment of the purpose of the contract concluded with the Member is not or not
considerably affected as a result.
4. Member’s Obligations and License
- 4.1. The Member has to ensure that all information shared in the
profile is complete, correct and not misleading and does not violate the rights of
parties, in particular the rights in trademarks, design rights or rights in secret
- 4.2. By uploading content to the Members profile, the Member grants
Omarbaba a non-exclusive, perpetual, worldwide right to use the content in
reproduce the content (according to § 16 UrhG – German Copyright Act) and to make
content available to the public (according to § 19 a UrhG – German Copyright Act).
Member grants Omarbaba the right to use such content. In addition, the Member grants
Omarbaba referring to the terms of this agreement, a non-exclusive, worldwide right
use the Member’s company name and logo, and the brand name and brand logos of all of
Member’s and its subsidiaries’ brands displayed on the Platform, as a reference for
Omarbaba’s services, in newsletters and for advertisement.
- 4.3. The Member shall instruct all employees and other assistants,
have log-in information for the user profile to the membership account, to comply
these terms and conditions. The Member has to ensure that it is entitled to display
personal data of employees on the Platform to the extent such information is used
setting up employee log-ins.
- 4.4. The Member shall be obliged
(a) to implement and maintain regular data backups of information, which is of
commercial and/or legal importance for the Member during the entire term of the
(b) to ensure the careful handling of log-in information and ensure that no
unauthorized person gains access to the log-in information;
(c) to cooperate with Omarbaba in order to prevent unauthorized access
(d) to use the Platform exclusively for the purpose to enable
connection between Platform Members for commercial purposes;
(e) to comply with the Omarbaba Code of Conduct in the
- 4.5 Members shall ensure that the information and data published on
the Platform does not contain any malware such as trojans, viruses and similar
The Member is obliged to compensate Omarbaba for any damages and to hold Omarbaba
harmless from any third party claims resulting from the non-compliance with these
5. Liability of Platform Operator
- 5.1. Omarbaba shall be fully liable for wilful intent and gross
negligence and any harm to body, life and health caused by intent or negligence by
Omarbaba, its representatives or other assistants. For slight negligence Omarbaba
be liable only in case of infringement of essential contractual obligations. The
liability in case of infringement of such essential contractual obligation shall be
limited to the damages typical for the contract which Omarbaba should have expected
entering into the agreement due to the circumstances known to Omarbaba at that
- 5.2. The limitations on liability set out above shall also apply,
mutatis mutandis, to Omarbaba’s employees and other assistants or agents.
- 5.3. Regarding the Platform offers options to redirect to
databases, websites, services etc. of third parties, for example through links or
Omarbaba shall neither be liable for the accessibility, existence or security of
such databases or services nor for its contents. In particular, Omarbaba shall not
liable for its legality, accuracy and completeness.
6. Third Party Contents, Data Security, Confidentiality
- 6.1. The Members shall not publish content which infringes statutory provisions,
official orders or common decency. In addition, Members shall not publish
content which infringes rights, in particular copyrights and trademark rights, of
- 6.2. Omarbaba does not review the contents provided by the Members to the Platform
declines any responsibility for such content.
- 6.3. Omarbaba reserves the right to remove any content if such content violates the
applicable statutory law or if Omarbaba has reasons to consider the
content violating the rights of other Members or third parties.
- 6.4. The Member holds Omarbaba harmless against all claims third parties may have
the infringement of their rights or statutory violations.
- 6.5. Omarbaba’s servers are secured by industry standard technology, in particular
firewalls and/or encryption; however, the Members are aware that there is a risk for
Members of the Platform that data transmitted may be intercepted. This also applies
the integrated messaging system and all other transfers of data.
- 6.6. Omarbaba implements economically reasonable measures to reduce downtimes of the
Platform to a minimum. However, as any technical system, there can be downtimes of
Platform due to software bugs, maintenance, upgrades etc. The Member is responsible
the implementation of measures to ensure that temporary downtime does not affect the
Member’s business operations.
- 6.7. Omarbaba keeps all information being designated as confidential information
provided by its Members strictly confidential and only uses such information in
accordance with these terms and conditions. This does not apply to information that
- is lawfully known by Omarbaba at the time of receipt and not through a prior
disclosure by Omarbaba,
- is at the time of disclosure or thereafter becomes published or otherwise
of the public domain without breach of this agreement by Omarbaba, or
- is substantially disclosed to Omarbaba by a third party who is not
an obligation to maintain the confidentiality of the information.
Omarbaba uses high encryption standards to ensure confidentiality of
critical data provided to Omarbaba.
Omarbaba has the right to disclose information in case and
the extent Omarbaba is legally obliged to.
- 6.8. The content provided by Members on the Platform is accessible to other Members
the Platform. Omarbaba does not make such content accessible to third parties which
not Members of the Platform except in case Omarbaba assigns essentially all parts of
Platform to a third party or in case Omarbaba uses such content for references or
advertisements as set out in Section 3.3 and 4.2. However, Members are aware that
Omarbaba cannot prevent other Members of the Platform from sharing such content with
- 7.1. The initial term of the subscription as indicated in the offer
the subscription agreement starts with the acceptance of the subscription agreement
according to Section 2.2 and shall be extended for another year in case it is
membership liable to pay costs and unless it is terminated by either party at any
before the end of a term, by the end of the term.
- 7.2. Each party shall have the right to terminate this agreement
good cause without a notice period. A good cause for Omarbaba is in particular:
(a) the breach of provisions of these terms and conditions or the Code of
a Member which are not remedied within a deadline set;
(b) criminal activities by a Member or the attempt of such criminal
for example fraud;
(c) if the Member is in default of payment as regards the payment to be
pursuant to Section 2.2 and 2.3 for more than six weeks;
(d) long-term operational disruptions as a result of force
beyond the control of FOURSOURCE, such as natural disasters or fire.
- 7.3. The notice of termination must be made in writing, or, if
available, by using the termination procedure in the members account area on the
Platform. Transmission by e-mail or fax is sufficient.
8. Amendment of the Terms and Conditions for Use
- 8.1. Omarbaba shall inform the Member of amendments of these terms and conditions in
writing, by fax, by e-mail or by a message displayed to Members when logging in to
the Platform. If the Member does not object to such amendments within a period of
two weeks after receipt of the notice, the amendments shall be deemed agreed.
Omarbaba shall inform the Members separately of their right of objection and the
legal consequences of silence in case of amendment of the terms and
- 8.2. If the Member objects to the amendment of the terms and conditions Omarbaba has
the right to terminate the subscription agreement with two weeks’ notice.
9. Law and Venue
- 9.1. The Law of the Federal Republic of Germany shall apply, excluding its conflict
laws rules and the UN Convention on the International Sale of Goods.
- 9.2. All disputes, controversies or claims arising in connection with or relating to
this agreement or its validity or a breach hereof shall be exclusively and finally
settled and resolved by arbitration in accordance with the Arbitration Rules of the
German Institution of Arbitration (DIS) without recourse to the ordinary courts of
The place of arbitration is Cologne. Up to a value in dispute of EUR 100,000.00 the
number of arbitrators is one. For a value in dispute exceeding EUR 100,000.00 the
of arbitrators is three. The language of the arbitral proceedings is English.
- 10.1. Except with the prior written consent of Omarbaba, the Member may not transfer
any rights and obligations under this agreement to third parties. The Member will
consent to any future transfer of this agreement to a company affiliated with
- 10.2. The Member may invoke set-off or exercise a pledge or right to retain only if
the claims made have been acknowledged by Omarbaba or have been adjudicated in court
with legal effect.