Terms of Service for Mailingbid for Agencies

1. Scope and contracting parties

1.1 These Terms of Service govern the use of Mailingbid for agencies, a tool at mailingbid.com with which businesses send mailing tenders to their own suppliers and collect, compare and award offers (clause 5). The provider is Christoph Salat, sole trader (salat.tech), Sieveringer Straße 94/10, 1190 Wien, Austria, UID ATU72024025 ("Mailingbid", "we", "us").

1.2 The contracting party is the organisation that registers, for example a fundraising or direct marketing agency, a non-profit organisation or another business ("agency").

1.3 These Terms of Service do not apply to the Mailingbid marketplace, through which clients request offers from printers and lettershops selected by Mailingbid, and terms of the marketplace do not apply to Mailingbid for agencies. An agency's tenders are not marketplace requests.

1.4 The Data Processing Agreement under clause 16.7 forms part of the User Agreement. In the event of conflict, the following prevail in this order: an express individual agreement in text form; for the processing of personal data on behalf of the agency, the Data Processing Agreement; then these Terms of Service. Liability is governed solely by clause 19.

1.5 These Terms of Service apply exclusively. General terms and conditions or purchasing terms of the agency do not apply, even if we do not expressly object to them.

2. Definitions

2.1 The User Agreement is the contract between Mailingbid and the agency for the use of the workspace. It is concluded upon registration (clause 4.2), exists independently of any subscription and ends under clause 11.8, 13.1, 16a.3 or 20.3 or under section 9.2 or 9.3 of the Data Processing Agreement.

2.2 A subscription is the paid subscription to a plan (clause 7) within the User Agreement. It is concluded under clause 4.4 and ends under clause 8.3, 9.6, 11.2 to 11.5, 11.7, 13.1, 16a.3 or 20.3 or under section 9.2 or 9.3 of the Data Processing Agreement; whenever the User Agreement ends, the subscription ends with it. A billing period is one month or one year, depending on the payment interval chosen. The trial is the period under clause 8.

2.3 The workspace is the logged-in area of Mailingbid for agencies. A member is a person who belongs to the agency with their account. Owners are members with extended rights (clause 14.3); on registration, this is the person who registers.

2.4 A supplier is a business that the agency enters in its supplier list, for example a lettershop or a printer. A contact is a person at the supplier whom the agency enters with an email address.

2.5 A tender is the description of a mailing for which the agency obtains offers, with parts, countries, quantities, dates, services and files. An invitation is the request to a supplier to submit an offer for a tender. An award is the selection of one or more offers by the agency in the workspace.

2.6 The API is the access to Mailingbid for agencies for the agency's software using an organisation key; webhooks are messages that we send to addresses entered by the agency (clause 15).

2.7 Text form means a legible declaration on a durable medium, in particular an email.

3. Businesses only

3.1 Mailingbid for agencies is intended exclusively for businesses within the meaning of § 1 of the Austrian Consumer Protection Act (KSchG); this includes non-profit organisations and associations insofar as they operate a business. Consumers may not use Mailingbid for agencies.

3.2 Anyone who registers expressly confirms that they are concluding the contract for a business or organisation that has already commenced its economic activity, not for private purposes and not in preparation for an activity that is merely planned, and that they are authorised to represent it.

4. Registration and conclusion of the contract

4.1 The presentation of Mailingbid for agencies on our website does not constitute a binding offer.

4.2 The agency registers using the form on our website. In the form it states the agency's name, the registering person's own name, an email address, the country, the language and the desired plan including payment interval, gives the confirmation under clause 3.2 and agrees to these Terms of Service and the Data Processing Agreement. We send a login link to the address given. The User Agreement and the Data Processing Agreement are concluded when the person opens the link and confirms the login; at that point we create the agency and, if none exists yet, the account. Before registering, the agency can retrieve, save and print these Terms of Service and the Data Processing Agreement in the version in force.

4.3 The User Agreement without a subscription is free of charge. In the workspace the agency can maintain its supplier list and prepare tenders, but cannot send invitations.

4.4 The subscription is taken out by an owner in the workspace: the owner chooses the plan and payment interval and provides a payment method on the page of our payment service provider. The subscription is concluded when the owner submits that page. What is charged, and from when, is set out in clauses 8 and 9; the workspace shows the current status of the subscription.

4.5 An account can belong to only one agency. We may refuse registrations without giving reasons.

5. Services and their limits

5.1 Mailingbid for agencies is a tool. In every plan it includes:

• a supplier list for the agency, which the agency fills one by one or by CSV file, with up to ten contacts per supplier;
• the preparation of mailing tenders with parts, several countries and dates, services and files;
• the sending of invitations by email to the contacts of the selected suppliers, with the tender as a PDF and a personal link to the supplier portal;
• the submission of offers by suppliers via a form in the supplier portal or as a reply by email (clause 6);
• reminders before the offer deadline to suppliers whose invitation has not been withdrawn, who have neither declined nor submitted an offer and who were invited at least two working days before the deadline, and a notice to the agency when the deadline is reached;
• the comparison of offers and the award to one or more suppliers, with a notice of the result to each supplier whose invitation has not been withdrawn;
• team members, team comments and the API with webhooks (clause 15).

5.2 Tenders are currently possible only for mailings, not for print-only jobs.

5.3 Mailingbid is not a broker. The agency selects the suppliers itself from its own list. We do not suggest suppliers, do not check their suitability, reliability or certifications or their offers, and do not act as agent of the agency or of the suppliers. This relates to the contracts between agency and supplier; it does not affect the fact that, by storing and transmitting the agency's content, we provide an intermediary service within the meaning of Regulation (EU) 2022/2065 (Digital Services Act) (clauses 14.8 to 14.11).

5.4 Mailingbid does not become a party to the contracts between agency and supplier. Whether, when and with what content such a contract is concluded is decided solely by the agency and the supplier. We transmit invitations, reminders and result notices on behalf of the agency. The notice to a selected supplier states that the agency will be in touch and is expressly not yet an order. An award cannot be reversed in the workspace.

5.5 Invitations are sent from the platform's sender address and state the name of the agency and the name and email address of the inviting member for questions. Suppliers do not need an account of their own to submit an offer. An offer made via the form is submitted when it is sent and appears immediately at the agency; the agency can return it to the supplier for correction.

5.6 We provide the workspace in the version available at the relevant time. Changes are governed by clause 20.1.

6. Replies by email and review by us

6.1 Each invitation has its own reply address for offers. If this function is not set up, replies go directly to the inviting member.

6.2 Whatever arrives at a reply address is received first by us, not by the agency. Until handover to the agency, we receive and review the emails under our own responsibility. We decide what an email is:

• an offer: we record it in the form of the supplier portal and attach selected PDF attachments as a copy. The agency then sees it as an offer received by email; each contact of the supplier on file receives an email asking them to check the entry;
• a decline: we note it together with the reason, and the agency receives a notice;
• a question or other message: we forward it with subject, text and selected attachments to those members of the agency who also receive the other notices about the tender;
• spam, a duplicate or an email of no relevance: we discard it without notification.

6.3 When recording offers we may use technical aids, including automated extraction by a specialised service that we engage as our processor. To the extent that details from the agency's tender are passed to this service for matching, it is a sub-processor under the Data Processing Agreement. Automated extraction produces only a draft; an email becomes an offer for the agency only through our review.

6.4 We do not commit to any time frame for handling incoming emails. The agency takes this into account when setting the offer deadline. We record an offer only as long as the invitation has not been withdrawn, the supplier has not been deactivated, the tender has been neither awarded nor closed, the agency has not been suspended by us and fewer than three offers exist for the invitation.

6.5 The supplier's email including its attachments is authoritative for the content of an offer. We owe careful recording; it is not part of our service that the recording reproduces every detail correctly and completely. We are liable for errors in recording under clause 19. Before making an award, the agency checks an offer received by email against the attached PDF files or by asking the supplier.

6.6 We assess whether an email actually comes from the stated sender on the basis of the technical details of its delivery. We do not owe any further verification of the sender's identity; we are liable for errors in this assessment under clause 19. If we forward a message whose sender is not verified, the forwarded message says so.

7. Plans and limits

7.1 There are three plans. They include all features and differ only in how many tenders the agency can send in one billing period:

All prices are net, in euros (clause 9.1). With yearly payment the limit is twelve times the monthly limit.

7.2 Tenders are counted at the time of sending, within the running billing period of the subscription, that is from one billing day to the next, not per calendar month or calendar year; the count starts again with each new billing period. During the trial, the limit of one month applies for the whole trial, including any extension. If the agency changes plan within a billing period, the new limit applies at once and the count continues; a change of payment interval starts a new billing period and with it a new count. A tender counts when it goes to suppliers for the first time. Inviting further suppliers, resending an invitation, returning an offer for correction or moving the deadline does not count again. If the agency withdraws all invitations of a tender and then sends it again, this counts as a further tender if the tender has been changed in the meantime or an offer had been received in the previous round; otherwise it does not. Moving the offer deadline alone is not a change in this sense.

7.3 Once the limit of the plan has been reached, no further tender can be sent until the next billing period begins or the agency switches to a larger plan. All other functions remain available.

7.4 To protect operations, we limit the number of certain operations per unit of time, for example new tenders, changes, file downloads and API calls. These limits are far above ordinary use; we may adjust them.

8. Trial

8.1 An agency's first subscription begins with a 30-day trial. The payment method is provided at the start; nothing is charged during the trial.

8.2 The first charge is made at the end of the trial, and only if the agency has sent at least one tender by then. From then on the subscription continues as a paid subscription (clause 11).

8.3 If the agency has not sent any tender by shortly before the end of the trial, we extend the trial once, about one day before it ends, by 30 days from its previous end. If the agency does not send any tender by the end of the extension either, the subscription ends automatically without anything being charged.

8.4 Before the end of the trial we send reminders by email to the owners and to the billing email address on file, as a rule 7 days and 1 day beforehand, stating whether an amount will be charged and, if so, which. Each reminder contains a link for cancelling without logging in (clause 11.3). If an unused trial is extended, the notice of the extension takes the place of the last reminder. If a reminder is not sent, this does not affect clauses 8.2 and 8.3.

8.5 A trial is available only with an agency's first subscription. A new subscription taken out after an earlier one has ended begins without a trial; the first amount is charged at the start. The workspace and the payment service provider's page point this out before the subscription is taken out.

9. Prices, billing and payment

9.1 All prices are net, plus statutory VAT. For agencies in Austria, Austrian VAT is added. For agencies in another EU Member State that provide a valid VAT identification number, the tax liability passes to the agency (reverse charge). Our payment service provider determines the tax from the billing address and the VAT identification number that the agency enters there. The agency keeps these details correct and up to date.

9.2 The fee is payable in advance for each billing period. The first billing period begins at the end of the trial or, for a subscription without a trial, at the start.

9.3 We bill through the payment service provider Stripe. Card and SEPA direct debit are available. The agency authorises us to collect amounts due using the payment method on file and keeps that payment method up to date in the payment service provider's customer portal; there it also finds its invoices and changes its billing address and VAT identification number.

9.4 The agency agrees that we issue and transmit invoices exclusively in electronic form.

9.5 Amounts stated in the workspace or in our emails are net plan prices or estimates. The invoice, which includes discounts, prorated amounts and VAT, is authoritative.

9.6 Payment failure. If a collection fails, the payment service provider retries it for a limited time. As a rule, the agency can still send tenders for at least seven days from the start of the unpaid billing period, and after that only once payment has been received.

• If collection does not succeed, the subscription ends without notice of cancellation and without a payment reminder as soon as the payment service provider gives up its attempts. If a SEPA direct debit is returned, the subscription may end immediately. The User Agreement continues (clause 11.6).
• For the unpaid billing period, the agency owes the fee only pro rata up to the end of the subscription; we issue a corrective invoice for the remainder.
• This pro rata amount and any other outstanding amounts remain payable even after the subscription has ended and after cancellation; a new subscription does not settle them.

9.7 In the event of late payment, the agency owes default interest at 9.2 percentage points above the base rate and a lump sum of €40; it reimburses necessary and appropriate collection costs exceeding this amount under § 1333(2) ABGB (Austrian Civil Code). The agency bears the costs of a returned direct debit for which it is responsible.

9.8 The agency may set off only claims that we have acknowledged or that have been established by a court.

10. Promotion codes and founders' discount

10.1 The agency redeems a promotion code when taking out the subscription on the payment service provider's page. Subsequent redemption, payment of the value in cash and the combination of several codes are excluded. The conditions under which we issue the code apply.

10.2 The founders' discount, which we issue as a promotion code, reduces the first paid invoice by 50%: for monthly payment the first month, for yearly payment the first year. Subsequent invoices are issued at the full price. The founders' discount applies only to an agency's first subscription and can be redeemed only when that first subscription is taken out, not later. The trial does not use it up. If the first subscription ends without any invoice having been paid, for example after an unused trial, the discount lapses; a later subscription does not receive it. It is limited to a total of 50 redemptions; thereafter there is no entitlement to it.

11. Term, renewal and cancellation

11.1 The subscription renews automatically at the end of each billing period for a further period of the same length unless it is cancelled beforehand.

11.2 The agency may cancel the subscription at any time with effect from the end of the current billing period, or during the trial with effect from the end of the trial. An owner can cancel in the workspace under "Subscription" or via the link under clause 11.3; if access is suspended under clause 13.2, also in text form to the address in clause 23. Cancellation is not possible in the payment service provider's customer portal. Termination for good cause (clause 13.1) and the switching request under clause 16a remain unaffected.

11.3 The notice of the first charge and the reminders before the end of the trial contain a link through which the subscription can be cancelled without logging in; the link is valid until three days after the end of the trial for which it was issued. Opening the link does not cancel the subscription; only a button on the page does. A cancellation via this link is attributed to the agency under clause 14.2, even if the email was forwarded; an owner can withdraw it under clause 11.4.

11.4 We confirm a cancellation by email to the owners and the billing email address as soon as it has been registered with the payment service provider. Until the subscription ends, an owner can withdraw the cancellation in the workspace.

11.5 Effect of cancellation: the subscription remains usable until the end of the billing period, and nothing further is charged after that. Fees already paid are not refunded pro rata, not even if the subscription ends under clause 16a before the end of the billing period; this does not apply in the cases of clauses 13.3, 18.3 and 20.3 or to termination under section 9.2 or 9.3 of the Data Processing Agreement. If the subscription is cancelled during the trial, it ends with the trial without any charge, even if the agency sends a tender afterwards. Outstanding amounts remain payable (clause 9.6).

11.6 Once the subscription has ended, the agency can no longer send tenders. The User Agreement continues: the agency's data remain readable in the workspace and retrievable via the API (clause 16.4) until the User Agreement ends (clauses 16.5, 16a.3). An owner may take out a new subscription at any time (clause 8.5).

11.7 We may cancel the subscription by ordinary notice in text form, giving three months' notice to the end of a billing period.

11.8 The agency ends the User Agreement by a switching request under clause 16a; any current subscription ends with it. We may terminate the User Agreement in text form with the notice period under clause 11.7 or, if there is no current subscription, with one month's notice. What happens to the data afterwards is governed by clause 16.5.

12. Changing plans

12.1 An owner can change the plan and the payment interval in the workspace as long as the subscription is running, has not been cancelled and no payment is outstanding. Changes are not possible in the payment service provider's customer portal.

12.2 During the trial a change costs nothing; the trial ends on the same day as before, and the new plan is charged with the first charge.

12.3 After the trial, a new plan with the same payment interval applies immediately; the difference for the current period is offset pro rata on the next invoice.

12.4 If the payment interval changes, a new billing period begins immediately. From monthly to yearly, the yearly price is charged immediately, less the prorated value of the unused part of the month. From yearly to monthly, the unused remainder of the year remains as a credit with the payment service provider and is offset against subsequent invoices. Any credit still outstanding when the subscription ends is paid out on request.

12.5 The invoice is authoritative for the amount resulting from a change (clause 9.5).

12.6 If the agency changes to a plan whose limit it has already reached, clause 7.3 applies.

13. Suspension and extraordinary termination

13.1 Either party may terminate the User Agreement or the subscription for good cause without notice, in text form. For us, good cause exists in particular if the agency

• is more than 30 days in arrears with a payment despite a payment reminder (the subscription ends under clause 9.6 irrespective of this),
• stores or sends content via Mailingbid for agencies that violates clause 14.8, writes to persons without authorisation, or misuses or attacks the platform, the API or other users,
• falsely stated at registration that it is a business,
• commits a material breach of these Terms of Service despite having been called upon to stop.

13.2 Instead of terminating, in these cases we may temporarily suspend the sending of invitations, individual functions, organisation keys or webhook addresses, or the agency's access. We choose the least severe suitable measure and notify the agency of it in text form with our reasons, and, for measures relating to content, with a statement of reasons under clause 14.11. A suspension for which the agency is responsible does not affect the fee.

13.3 If the agency terminates for good cause for which we are responsible, we refund pro rata any fees already paid for the period after the end of the subscription.

14. Obligations of the agency, content and notices

14.1 The agency provides truthful information at registration, in the subscription and in the workspace and keeps it up to date, in particular the billing details.

14.2 Login is by means of links sent to the account's email address. The agency ensures that only authorised persons have access to these mailboxes. Actions taken via its members' accounts, its organisation keys and the cancellation link under clause 11.3 are attributed to the agency unless it proves that it is not responsible for the misuse.

14.3 Owners manage the subscription, invite members, remove them, make them owners and manage webhooks and all organisation keys. Every member can send tenders and make awards. The agency invites only persons who are entitled to act on its behalf and removes members who are no longer so entitled without undue delay.

14.4 Supplier list: The agency alone decides which suppliers and contacts it enters and writes to. It enters only contacts whom it is permitted to contact by email for this purpose, and it is responsible for their data, in particular for the legal basis and for informing the data subjects. The obligations under the Data Processing Agreement remain unaffected.

14.5 Content: Tenders, files, messages to suppliers, comments, own references and labels must not infringe the rights of third parties or statutory provisions. The agency is responsible for this content, including information about its own clients.

14.6 Mailingbid for agencies does not need any personal data of the recipients of a mailing, such as donors' addresses, for a tender. The agency does not upload or enter such data; where necessary, it passes them directly to the supplier it has commissioned.

14.7 The agency does not enter any personal data in the own references that it assigns to tenders and suppliers; these references are passed unchanged to its webhook addresses.

14.8 Prohibited content. Content that violates clauses 14.5 to 14.7 or statutory provisions may be neither stored nor sent in Mailingbid for agencies. This also applies to content that suppliers submit via the supplier portal or by email.

14.9 Moderation. We do not search content without cause. We take action upon a notice under clause 14.10, upon an order from an authority, or if we come across a violation when reviewing incoming emails (clause 6), in the course of operations or when troubleshooting. Decisions on measures are taken by a human being. We do not use automated tools for this, except for the spam rating of incoming emails and the technical check of file type and size on upload. Possible measures, in each case the least severe suitable one, are: blocking or removing content; suspending sending, individual functions, organisation keys or webhook addresses; temporarily suspending access (clause 13.2); terminating the User Agreement (clause 13.1). We decide diligently, objectively and proportionately.

14.10 Notices. Any person may notify us of content they consider to be illegal by email to kontakt@mailingbid.com with the subject “Meldung rechtswidriger Inhalte” (notice of illegal content). The notice should explain why the content is illegal, identify it precisely enough for us to locate it, state the name and email address of the person submitting the notice (except for notices concerning offences under Art 3 to 7 of Directive 2011/93/EU, Art 16(2)(c) of Regulation (EU) 2022/2065) and declare that the information is accurate and complete to the best of that person's knowledge. We confirm receipt, decide promptly and diligently and inform the person who submitted the notice of the decision, together with information on the available means of redress.

14.11 Statement of reasons and objection. If we block or remove content, restrict use under clause 14.9 or terminate the service or the account in whole or in part because of content, including by termination under clause 13.1, we inform the agency in text form of: the type, extent, territorial scope and duration of the measure; the facts on which we rely; whether a notice or our own review gave rise to it; whether automated means were used; the legal provision or the provision of these Terms of Service that the content violates, with an explanation of why the content violates it; and the means of redress. The agency may object to the measure in text form within six months; we then review the case again. Recourse to the courts remains open to the agency irrespective of this.

14.12 The agency indemnifies and holds us harmless if third parties, such as suppliers, their contacts or authorities, assert claims against us because the agency has breached clause 14, to the extent that the agency is responsible for the breach. We inform the agency of such claims without undue delay and do not acknowledge them without its consent.

15. API and webhooks

15.1 Members can create organisation keys, up to 20 valid keys per agency. A key is displayed only once, when it is created, and acts as the member who created it. If that member leaves the agency or is removed, their keys are permanently revoked.

15.2 The API is intended for software running on the agency's servers. The agency keeps keys secret, does not use them in program code that third parties can load, and revokes a key immediately if it believes that an unauthorised person knows it.

15.3 Each key allows at most 120 calls per minute; further limits are set out in the API documentation (clause 7.4).

15.4 Owners can enter webhook addresses using HTTPS. We send signed messages to them containing identifiers and the agency's own references, without names, addresses, prices or texts of suppliers. We reject addresses in private networks. If a delivery fails, we retry it at most eight times, spread over about 24 hours; after eight consecutive failed attempts we deactivate the address and notify the owners. The agency is responsible for the receiving systems and for what they do with the messages.

15.5 Webhooks supplement the API; we do not owe the delivery of every individual message. The API provides the authoritative state.

16. The agency's data

16.1 The supplier list, tenders, files, offers, comments and other content that the agency or its suppliers bring into Mailingbid for agencies remain the agency's and those of the respective rights holders. The agency grants us only the rights we need to provide our services, namely to store and process the content, prepare it as a PDF, transmit it to the invited suppliers and record incoming emails under clause 6; for the term of the User Agreement and thereafter until deletion under clause 16.5 or 16a.3.

16.2 The supplier list remains the agency's own. No other agency and no marketplace customer sees it. We never use it for the marketplace, not even to approach the suppliers entered in it for that purpose, and we do not pass it on. If a supplier is, independently of this, also a provider on the marketplace, that remains unaffected.

16.3 Our administration does not display the agency's supplier list, tenders and comments; the review of incoming emails under clause 6 is excepted. We access stored data only to the extent necessary for operations, security, troubleshooting, supporting the agency, carrying out its instructions, measures under clause 14.9, a switch under clause 16a, deletion or compliance with legal obligations.

16.4 During the User Agreement, including after a subscription has ended, the agency can view its data in the workspace and retrieve it via the API, including as an export under clause 16a.4.

16.5 We delete nothing when the subscription ends. The agency can itself delete tenders that were never sent and suppliers that were never invited; it can remove contacts. If the User Agreement ends under clause 16a, we delete data under clause 16a.3. If it ends in any other way, an owner can still retrieve the exportable data as an export under clause 16a.4 for 30 days after the end; after that we delete the agency with all its data within 30 days. We do not delete data where we must retain them under legal obligations or need them to establish, exercise or defend legal claims; we retain invoices and accounting records in accordance with tax law. Copies in our backups are not deleted separately but are overwritten when the backups expire, at the latest after six months.

16.6 We back up the stored data regularly. The agency additionally keeps important documents itself, for example offers on which an order is based.

16.7 Processing on behalf of the agency. To the extent that we process personal data on behalf of the agency, the Data Processing Agreement in the annex applies, which the agency concludes together with these Terms of Service on registration (clause 4.2). This concerns in particular the supplier list, tenders including their provision in the supplier portal, the sending of invitations, reminders and result notices, the receipt of offers via the form, awards, third-party data in comments and webhooks, and emails after their handover to the agency. As controller in our own right, we process the members' data including the details that the platform records about their actions (such as the author or the inviting, confirming or awarding member), members' accounts and login, data for subscription and billing, data for the accounts and login of contacts in the supplier portal, and data for receiving and reviewing incoming emails until their handover to the agency (clause 6.2); our privacy policy provides information on this.

16a. Switching and data export

16a.1 An owner may at any time request in text form, sent to the address in clause 23, that the agency switch to another provider or to its own systems, or that its exportable data (clause 16a.4) be deleted ("switching request"). The notice period is one month from receipt of the switching request. By the end of the notice period, the agency informs us in text form whether it

a) is switching to another provider, together with the details of that provider required for the switch,

b) is switching to its own systems, or

c) wishes its exportable data to be deleted.

If the agency provides no information by the end of the notice period, this is deemed to be a switch to its own systems.

16a.2 In cases a) and b), a transition period of 30 calendar days begins at the end of the notice period. During this period we make all exportable data available to the agency as an export without undue delay, provide reasonable assistance with the switch to the agency and to third parties designated by it, such as the new provider, continue to provide our services under the User Agreement and inform the agency of known risks to continuity of service. Throughout the switching process and the retrieval period (clause 16a.3) we ensure a high level of security, in particular for the transfer of the data. We also support the agency with its exit strategy, in particular by providing all the information it needs for that purpose. If the transition period is technically unfeasible, we inform the agency of this, with reasons, within 14 working days of receipt of the switching request and specify an alternative transition period of no more than seven months; our services continue until its end. The agency may extend the transition period once by a period it considers appropriate.

16a.3 At the end of the transition period, or upon earlier completion of the switch, a retrieval period of at least 30 calendar days begins during which the agency can still retrieve its exportable data. The User Agreement and the subscription end when the switch is completed and at the latest at the end of the transition period, and in case c) at the end of the notice period; we notify the agency of the end in text form. After the retrieval period, and in case c) after the end of the User Agreement, we completely delete all exportable data and the agency's other data within 30 days; clause 16.5 applies to statutory retention obligations, legal claims and backups.

16a.4 The following data of the agency are exportable, each with their identifiers, timestamps and links to one another; this list is exhaustive, and the items listed in clause 16a.5 are excluded:

a) the details of the agency: name, type, country, language, billing email address, the plan and payment interval chosen at registration, and whether the agency has been suspended by us;

b) members with name, email address, language, role and time of joining, and team invitations with address, role, inviting member and the times of invitation, expiry, acceptance and revocation;

c) suppliers with all fields that the agency keeps on them (including name, type, country, language, own number, notes, ISO 27001 certification details, active or deactivated), and their contacts with email address, name and telephone number as kept by the agency;

d) tenders with all fields (including title, status, parts, countries with quantities, dates and return addresses, scope of services, offer deadline, payment term, notes, on whose behalf the tender is issued, own reference), with their files, the confirmed steps (step, name of the confirming member, time) and the sending rounds;

e) invitations with the invited supplier, released notes and files, the inviting member, the times of sending, first opening in the supplier portal, decline including the reason, and withdrawal, and the records of which email about the tender was sent and when, including reminders and result notices;

f) offers with all fields (including supplier, scope, price lines, totals and postage, currency and exchange rate, dates and validity, terms, deviations per part, name of a variant), their PDF files, their origin (supplier portal, email, API), their status (submitted or returned for correction) and their times;

g) awards with the selected offers, the awarding member, the time and the internal note;

h) comments with text, author, reference to a part and the times of writing, editing and deletion, together with the read status per member;

i) organisation keys with name, first characters, creating member and the times of creation, last use and revocation; webhook addresses with all fields (including address, name, subscribed events, state, creating member); the deliveries including their log, as long as they are stored (clause 15.4);

j) the subscription with plan, payment interval, status, trial including extension and the time of the first tender sent, current billing period, cancellation and end, and the identifiers at the payment service provider; the invoices are available in the payment service provider's customer portal (clause 9.3);

k) incoming emails that are assigned to the agency and that we have reviewed under clause 6.2 and handed over to it as an offer, a decline or a forwarded message, as long as they are stored, with sender, subject, text, attachments, time of receipt, result of the sender check, the draft from automated extraction where available, and the note of how we handled them.

Beyond this, there are no digital assets within the meaning of Art 25(2)(e) of Regulation (EU) 2023/2854. The export consists of files in JSON format and the stored files in their original form, together as a ZIP archive. We describe the data structures at the address given in clause 16a.7.

16a.5 The following data are not exportable, and this list is exhaustive, because their disclosure would endanger the security of the platform, the agency or third parties, because they serve the internal operation of our service, or because they are attributable not to the agency but to third parties or to us:

a) hash values, checksums and secrets, and the values from which secrets are derived, in particular for access links of invitations and tenders, reply addresses, team invitation links, organisation keys and webhook signing secrets;

b) the members' other account, session and login data, because an account can also be used outside the agency, and the accounts of contacts in the supplier portal including their login data, because such an account applies to all supplier lists in which the person appears;

c) abuse counters, logs of background jobs, error logs, the log of notifications from the payment service provider and our internal records of reconciling the subscription with it;

d) incoming emails that are not assigned to the agency, because they are not attributable to it; emails that we have not yet reviewed, or that we have discarded rather than handed over, because under clause 6.2 the agency receives them only after our review; and the record of which person in our office handled an incoming email.

16a.6 We charge no fees for the switch, the export and the assistance under clause 16a.2. The fee for a current subscription remains owed until the subscription ends; if the subscription ends under clause 16a.3 before the end of the billing period, clause 11.5 applies.

16a.7 The procedure for switching and export, the formats, known limitations, the data structures and the information under Art 28 of Regulation (EU) 2023/2854 (Data Act), namely the jurisdiction to which the ICT infrastructure used is subject and our measures against access by third-country authorities to non-personal data, are published at https://mailingbid.com/agenturen/wechsel-und-export. The API is available free of charge for export and switching, including without a subscription and for receiving providers designated by the agency for that purpose.

17. Availability and maintenance

17.1 We do not owe any particular level of availability and, unless these Terms of Service provide otherwise, no reaction, response or recovery times.

17.2 We may interrupt operations for maintenance, updates and to avert dangers.

17.3 Our service ends at systems outside our sphere of control that we do not use to provide our service, such as the suppliers' mail servers and spam filters or the agency's networks and systems. We owe the proper sending of invitations and notices, not their arrival in the suppliers' mailboxes. Disruptions caused by force majeure do not constitute a breach of our obligations. We are liable under clause 19 for service providers that we use to provide our service, for example for hosting, email sending and payment processing, as for our own actions.

18. Warranty

18.1 We provide the services under clause 5 substantially as described. Insignificant deviations do not constitute a defect.

18.2 The agency reports defects in text form with a comprehensible description. We remedy them within a reasonable period; a workaround that allows use without significant restriction is also sufficient for this purpose.

18.3 If a defect significantly impairs use, the fee is reduced appropriately for the duration of the impairment. If the defect cannot be remedied despite a reasonable additional period, the agency may cancel the subscription for good cause under clause 13.1; we refund pro rata any fees already paid for the period thereafter.

18.4 It is not part of our service that suppliers submit offers, that offers are correct, complete or comparable, or that suppliers are suitable or carry out orders. The comparison in the workspace places the suppliers' details side by side; indications such as "lowest price" are based solely on those details.

19. Liability

19.1 We are not liable for suppliers, in particular not for their offers, their services or the performance of contracts between agency and supplier.

19.2 We are liable only for intent and gross negligence. Liability for slight negligence is excluded, except for personal injury.

19.3 In the case of gross negligence, our liability for all cases of damage within twelve months is limited in aggregate to the fees paid by the agency in the twelve months preceding the first of these damaging events, but to no less than €5,000. This does not apply in the case of intent, gross negligence equivalent to intent, personal injury or breach of our obligations in handling the agency's data (clauses 16, 16a, 21 and the Data Processing Agreement).

19.4 Clauses 19.2 and 19.3 also apply to claims under the Data Processing Agreement, unless mandatory law, in particular Art 82 GDPR, precludes this; the exceptions in the second sentence of clause 19.3 also apply there. We are liable for sub-processors under Art 28(4) GDPR as for our own actions.

20. Changes to services, prices and terms

20.1 We may further develop Mailingbid for agencies and change, replace or discontinue functions, provided that the core services are maintained: supplier list, sending tenders, offers via the form, comparison and award. We notify a change that materially impairs use for the agency, including a change to the API that renders existing integrations unusable, in the same way as an amendment to these Terms of Service (clause 20.3), unless the change is required immediately for security reasons; in that case we notify it without undue delay.

20.2 We notify price changes to the owners and the billing email address in text form at least four weeks in advance. They take effect at the earliest from the first billing period beginning after that period has expired. Until then, the agency may cancel the subscription under clause 11.2 with effect from the end of the current period; we point this out in the notice.

20.3 We may amend these Terms of Service to the extent necessary because of a change in legislation or case law, an order from an authority, a change of functions under clause 20.1, the security of operations or changed terms of the service providers we use to provide our service, or to remove ambiguities. We do not change fees, plan limits (clause 7.1) or the core services under clause 20.1 by this route; clauses 20.2 and 20.4 apply to fees. We notify the owners of amendments in text form at least four weeks before they take effect. If the agency does not object by the time they take effect, the amendments are deemed accepted; we expressly point this out in the notice. If the agency objects, either party may terminate the User Agreement and the subscription with effect from the date on which the amendments take effect; until then the previous version applies, and we refund pro rata any fees already paid for the period thereafter. Alternatively, we may require express consent in the workspace.

20.4 Indexation. The fees are index-linked to the Consumer Price Index 2020 published by Statistik Austria or any index replacing it. The base is the index figure for the month in which these Terms of Service enter into force (clause 25). We may adjust the fees once per calendar year by the change in the index since the base or the last adjustment, for the first time for billing periods beginning more than twelve months after entry into force. We notify an adjustment under this clause to the owners and the billing email address in text form at least four weeks in advance; it is not a price change under clause 20.2 and does not trigger the right of cancellation provided for there. If the index falls, we reduce the fees to the same extent at the agency's request.

21. Confidentiality

21.1 We treat the agency's content as confidential, in particular its supplier list, tenders, offers and prices, and information about its clients. We disclose it only to the suppliers invited by the agency, to the extent intended, and to processors that we have bound accordingly, or where we are legally obliged to do so.

21.2 If an authority of a third country requests access to the agency's data, we inform the agency before complying with the request, unless this would conflict with a law enforcement purpose (Art 32(5) Data Act).

21.3 The obligations under clause 21 continue to apply after the end of the User Agreement.

22. Transfer of the agreement

If another party acquires our business and continues Mailingbid for agencies, in particular a company founded by us, the User Agreement including the subscription and the Data Processing Agreement pass to that party under § 38 UGB (Austrian Commercial Code). We or the acquirer notify the agency of the transfer in text form, pointing out its right to object. The agency may object to the transfer within three months of receipt of this notice; the contractual relationship then continues with us (§ 38(2) UGB).

23. Contact, communications and points of contact

23.1 For all declarations and matters relating to Mailingbid for agencies, you can reach us at kontakt@mailingbid.com. Declarations of the agency concerning the User Agreement and the subscription are made by an owner, in the workspace where it provides a function for this, and otherwise in text form to this address; the agency cancels the subscription under clause 11.2. We write to the owners' email addresses, for billing and cancellation additionally to the billing email address on file, and on individual tenders to the members involved.

23.2 The single point of contact under Art 11 and 12 of Regulation (EU) 2022/2065 for users and for the authorities of the Member States, the European Commission and the European Board for Digital Services is kontakt@mailingbid.com. It can be reached by email in German and English; replies come from a human being.

24. Final provisions

24.1 Austrian law applies, excluding the conflict-of-law rules of private international law and the UN Convention on Contracts for the International Sale of Goods.

24.2 The place of jurisdiction for all disputes arising from the User Agreement and the subscription is the court having subject-matter jurisdiction for Vienna Inner City (Wien Innere Stadt). We may also bring proceedings at the agency's general place of jurisdiction.

24.3 The German version of these Terms of Service is binding. Translations are provided for ease of understanding; in the event of discrepancies, the German version prevails.

24.4 § 9(1) and (2) and § 10(1) and (2) of the Austrian E-Commerce Act (ECG) do not apply.

24.5 There are no oral side agreements. Amendments and additions require text form.

24.6 Should any provision of these Terms of Service be invalid, the remaining provisions remain valid. The invalid provision is replaced by a valid provision that comes closest to its purpose.

25. Entry into force

These Terms of Service apply from 3 Nov 2026 to every agency that registers on or after that date.

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Annex: Data Processing Agreement under clause 16.7.