Terms and Conditions for the Marketplace

1. Scope and operator

1.1 These General Terms and Conditions ("Terms") govern the use of the Mailingbid marketplace at mailingbid.com, through which clients request offers for printing, lettershop and mailing services from printers and lettershops selected by Mailingbid (clause 5). The operator is Christoph Salat, sole trader (salat.tech), Sieveringer Straße 94/10, 1190 Wien, Austria, UID ATU72024025 ("Mailingbid", "we", "us").

1.2 Mailingbid for agencies is governed by its own Terms of Service; these Terms do not apply to it. An agency's tenders and the invitations to them are not requests within the meaning of these Terms. A provider never owes a success fee for invitations from an agency, not even if it is also a provider on the marketplace or is on an agency's supplier list.

1.3 In relations with Mailingbid, these Terms apply exclusively. Users' general terms and conditions do not apply to us, even if we do not expressly object to them. What applies between client and provider is governed by clause 10.5.

2. Definitions

2.1 A client is anyone who requests offers for printing, lettershop and mailing services through Mailingbid. A provider is a business, for example a printer or a lettershop, that we have admitted to the marketplace (clause 5.3) and that submits offers in response to requests. A contact is a person at the provider whom we have entered for the provider with their email address. Clients and providers are users.

2.2 A request is the description of the services that a client requests through the marketplace for a mailing, with parts, countries, quantities, dates and scope of services and, to the extent that the client adds them, notes and files. The offer deadline is the date until which we obtain offers for a request. An invitation is our call to a provider to submit an offer for a request. An offer is a provider's offer in response to a request, including any alternative (clause 9.3). Release is the step by which we make an offer accessible to the client (clauses 9.4 and 9.5). An award is the selection of one or more offers by the client (clause 10). A production contract is the contract thereby concluded between the client and a provider. An order is any contract by which a client commissions a provider to provide printing, lettershop or mailing services, whether it is concluded through an award or in any other way; the production contract is also an order.

2.3 The marketplace is the service under clause 1.1. The platform means the website mailingbid.com and the systems with which we provide the marketplace, including the supplier portal and the API. The supplier portal is the area of the platform in which providers see their invitations to requests and submit offers; the same portal also serves invitations from agencies, to which these Terms do not apply (clause 1.2). The API is the access for a client's software using a personal key (clause 17).

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

3. Businesses only

3.1 The marketplace 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 the marketplace.

3.2 Anyone who submits a request or an offer acts for a business or an organisation and is authorised to represent it. Clients expressly confirm this when giving consent under clause 4.2, providers with the consent under clause 4.3.

4. Applicability of these Terms and consent

4.1 Before any use, these Terms can be retrieved, saved and printed on our website in the version in force.

4.2 Clients. When a request is submitted, we refer to these Terms by means of a link; upon submission, they apply to the request. When making an award, the client expressly agrees to these Terms if it has not yet agreed to the version in force, in particular at the first award, through which its account is created; the same applies when it creates an account for the API. We store the consent together with the version, the time and the person.

4.3 Providers. Invitations to requests, and the supplier portal for these invitations, refer to these Terms by means of a link. Before a provider submits an offer in response to an invitation from the marketplace, a signed-in contact expressly agrees to these Terms on the provider's behalf, where the provider has not yet agreed to the version in force, and in doing so confirms that the provider is a business and that the contact is authorised to represent it. At the same time, the contact provides the provider's billing details: company name, address, VAT identification number and an email address for invoices. The consent applies to the provider and all its contacts; we store it with the provider, together with the version, the time and the person. We release an offer only if a contact has agreed to the version in force on behalf of the provider; otherwise the contact agrees before submitting it. This clause does not apply to invitations from an agency (clause 1.2).

4.4 We transfer an offer sent by email (clause 9.6) to the platform and release it only if a contact has agreed to the version in force on behalf of the provider under clause 4.3.

5. Role of Mailingbid

5.1 Mailingbid acts as an intermediary. We forward requests to providers that we select for this purpose, receive their offers and present them to the client side by side.

5.2 Mailingbid does not become a party to the production contract and is the agent neither of the client nor of the provider. We transmit declarations relating to the conclusion of the contract as a messenger (clauses 9.5 and 10.4). The services under the production contract, for example production and postal delivery, and all other obligations under it are owed solely by client and provider to each other.

5.3 We admit providers to the marketplace ourselves; there is no right to be admitted. We decide whom we invite for a request. We do not owe any particular review of the providers, their suitability, their certifications or their details.

5.4 There is no entitlement to receive offers for a request, to have a request sent to particular providers or to any providers at all, or for a provider to be invited to requests. We do not grant any provider exclusivity, and no provider is obliged to respond to an invitation.

5.5 We may decline to forward a request in whole or in part and decline to release an offer without giving reasons. We give reasons only to the extent required by clause 15.7.

6. Account and login

6.1 A request can be made without an account. A client account is created only at the first award or when the client creates one for the API, and only after the client has demonstrated that it receives messages sent to the email address given.

6.2 Providers open an invitation from the marketplace via the personal link in the invitation or after logging in to the supplier portal; there, invitations from the marketplace are visible only to contacts that we have entered for the provider. Contacts entered by an agency also log in to the supplier portal; these Terms do not apply to their invitations (clause 1.2).

6.3 Login is by means of links that we send to the email address of the account or of the contact. Users ensure that only authorised persons have access to these mailboxes and forward links from invitations only within their business. Actions taken via an account, such a link or an API key are attributed to the user unless the user proves that it is not responsible for the misuse.

6.4 Information in requests, offers, accounts and billing details must be true and complete. Providers keep their details up to date, in particular billing details and certifications, and notify us of changes without undue delay, for example the end of a certification.

7. Requests

7.1 Requests are free of charge and without obligation for clients. A request does not oblige the client to make an award.

7.2 The client describes the desired services in such a way that providers can price them. Suggestions and default values shown by the form are aids; the client checks whether they suit its order.

7.3 We may review requests before forwarding them, ask questions and withhold the client's notes and files in whole or in part. As soon as we have invited the first provider for a request, the client can no longer change the request itself; it sends any changes it would like made to us.

7.4 If the client selects the option "Only request providers with ISO 27001 certification", we invite for this request only providers for whom an ISO 27001 certification is recorded with us. The record is based on the provider's statement; we do not verify it. The client itself checks before the award whether the certification is sufficient for the order.

8. Confidentiality and disclosure

8.1 Until the award, providers receive only the information they need for their calculation. The client's name, organisation and contact details and the other information under clause 10.4 are received only by the providers whose offers the client selects, and only with the notification under clause 10.4. Notes and files that the client adds and that we forward may make the client identifiable; what it adds is for the client to decide.

8.2 Providers treat as confidential the requests they receive through Mailingbid after their consent (clause 4.3) and all information they receive in connection with them. They use them only to submit an offer and to carry out an awarded order, and pass them on only to subcontractors who need them for that purpose and whom they bind to the same obligations. Providers do not attempt to identify a client before the award.

8.3 The obligations under clause 8.2 continue to apply after use has ended.

9. Offers

9.1 Providers submit offers in the supplier portal. The offer states all prices net, excluding VAT, and all costs of the requested service. The provider shows postage and other postal charges passed on at cost separately or declares that they are not part of the offer. The provider states payment terms, delivery date, price adjustment clause and deviations from the request in the fields that the supplier portal provides for this purpose; whatever it states there becomes part of the production contract (clause 10.5).

9.2 Each offer states a date until which it is valid. Offers are made in euros or Czech koruna; the currency of the offer is authoritative. We convert into another currency only for the success fee (clause 12.3).

9.3 A provider may submit up to three offers in response to an invitation: its offer and alternatives to it. Of a provider's offers for a request, the client can select only one.

9.4 Review before release. An offer in the supplier portal is initially a draft that the provider can change or withdraw. We review offers before releasing them and may clarify obvious transcription or formal errors with the provider; only the provider can change the offer. The provider remains responsible for the content and accuracy of the offer.

9.5 Binding effect. When we release an offer, we transmit it to the client as the provider's messenger. From then on the provider is bound by the offer until the date stated in it has passed; it can no longer change or withdraw it.

9.6 Offers by email. If, by way of exception, a provider sends an offer by email, we may transfer it to the platform on the provider's behalf; clauses 9.4 and 9.5 apply accordingly. The offer sent by email is authoritative. If the presentation on the platform deviates from it, we inform the client and the provider as soon as we become aware of this; the client may revoke an award that is based on the deviating presentation of the offer within 14 days of this information.

9.7 The success fee under clause 12 is borne by the provider. The provider may not charge it to the client separately.

10. Award and production contract

10.1 The client makes an award by selecting one or more offers on the platform and confirming the selection as binding. By making the award, it accepts the selected offers. Offers whose date under clause 9.2 has passed cannot be selected.

10.2 Each offer is accepted as a whole. A split award, for example by country or by component, is made by the client selecting several offers, each covering part of the order; a separate production contract is concluded with each selected provider. Only one of a provider's offers for a request can be selected (clause 9.3).

10.3 There is only one award per request. It can be neither changed nor withdrawn on the platform.

10.4 Conclusion of the contract. We transmit the acceptance as the client's messenger by email to the addresses we have on file for the selected provider, together with the client's name, organisation and contact details, where given the contracting party and the organisation on whose behalf the client is making the request, and the details for performance that providers do not see before the award, for example the codes of the rows in the country list and return addresses. The production contract is concluded when this email reaches the provider.

10.5 The production contract consists of the request in the version that the provider saw for its invitation in the supplier portal and the accepted offer with everything it states in its fields, in particular prices, payment terms, delivery date, price adjustment clause and deviations from the request; where the offer deviates from the request, the offer prevails. General terms and conditions of the provider or of the client apply between them only if both agree to this; a mere reference to them in the offer is not sufficient for this purpose.

10.6 After the award, client and provider coordinate performance directly with each other, for example print data, approvals, recipient data and delivery.

11. Costs for clients

The marketplace is free of charge for clients. We charge clients no fee, neither for requests nor for the award. The client owes payment for the services solely to the provider under the production contract.

12. Providers' success fee

12.1 Taking part in the marketplace and submitting offers is free of charge for providers. For every order that a provider obtains through Mailingbid, it pays us a success fee of 5% of the final net order value. An order obtained through Mailingbid is an order concluded through an award (clause 10) and any order under clause 13.1. There is no minimum fee and no cap. Providers that do not obtain an order pay nothing.

12.2 The net order value is the total remuneration, excluding VAT, that the client owes the provider for the order, excluding postage and other postal charges passed on at cost. Final means the value that results after all changes, supplements and discounts relating to that order.

12.3 The entitlement to the success fee arises when the production contract is concluded. After the award, we invoice the success fee on the basis of the accepted offer. If the offer is in Czech koruna, we calculate its value in euros using the exchange rate (koruna per euro, with reference date) that we recorded for this offer before its release; the invoice states this rate. The same rate applies to the correction under clause 12.5. If there is no recorded rate, for example for an order under clause 13.1 without a released offer, we use the European Central Bank reference rate for the day on which the order was concluded.

12.4 The success fee is payable within 14 days of the invoice date without deduction. It is exclusive of VAT, which is added where applicable; for providers in another EU Member State with a valid VAT identification number, the tax liability passes to the provider (reverse charge). We issue the invoice to the billing details under clause 4.3 and send it to the email address for invoices given there; the provider agrees to electronic invoicing.

12.5 If the net order value changes by more than 10% compared with the accepted offer, the provider notifies us of the new value by email within 14 days of the change. If the production contract is not performed in whole or in part for reasons for which the provider is not responsible, the success fee is reduced accordingly. We correct the success fee according to the final net order value as soon as we know it; we credit any amounts overpaid, and any additional amount is payable under clause 12.4.

12.6 On request, the provider proves the final net order value by means of the order confirmation and the invoice to the client; in doing so, it redacts recipients' data. We may ask the client whether an order was concluded and at what value.

12.7 Providers remain free to set their prices and terms outside the marketplace. Nothing in these Terms obliges them to offer the lowest prices on the marketplace.

13. Orders outside the platform

13.1 An order is based on a request if it concerns, in whole or in part, services for the mailing described in the request. For every order based on a request that the provider received through Mailingbid after its consent (clause 4.3), the provider owes the success fee under clause 12, regardless of when, where and how the order is concluded, including outside the platform, without an award, after the offer deadline has passed or through third parties.

13.2 If such an order is concluded outside the platform, the provider notifies us of this by email within 14 days, stating the net order value; clauses 12.3 to 12.6 apply accordingly, and amounts in koruna for which no rate has been recorded are converted at the European Central Bank reference rate under clause 12.3.

13.3 No success fee is payable for any other order, including orders from the same client, for example orders for later mailings, orders from existing customers of the provider and orders for requests that the provider did not receive through Mailingbid. Clause 1.2 applies to orders arising from invitations from an agency.

14. Recipient data

14.1 The marketplace does not need any personal data of the recipients of a mailing, such as donors' addresses, for a request. Users do not provide such data, neither in requests, notes and files nor in offers, emails to us or evidence under clause 12.6.

14.2 The client passes recipient data directly to the provider after the award. Client and provider conclude any data processing agreement required for this under Art 28 GDPR directly with each other; Mailingbid is not a party to it.

14.3 How we process users' personal data is set out in our privacy policy.

15. Content, moderation and notices

15.1 Users add only content and files that they are permitted to use and that do not infringe the rights of third parties or statutory provisions. Files of the types PDF, PNG, JPEG and WebP can be uploaded for requests, and only PDF files for offers, in each case within the limits stated by the form.

15.2 The client grants us and the invited providers the right to store, reproduce and pass on the request including notes and files, to the extent necessary for the calculation, the offer and the performance of the order. The provider grants us and the client the same rights in its offers including files.

15.3 By storing and forwarding users' content, we provide a hosting service within the meaning of Art 3(g)(iii) of Regulation (EU) 2022/2065 (Digital Services Act). We do not disseminate any content to the public: requests go only to providers that we invite, offers only to the client who made the request.

15.4 Prohibited content. Users may neither add nor pass on in the marketplace content that violates clause 14.1, clause 15.1 or statutory provisions.

15.5 Moderation. We review requests before forwarding them and offers before releasing them (clauses 7.3 and 9.4). Beyond that, we do not search content without cause; we take action upon a notice under clause 15.6, upon an order from an authority, or if we come across a violation 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 technical check of file type and size on upload. Possible measures, in each case the least severe suitable one, are: not forwarding a request, notes or files, in whole or in part; not releasing an offer; withdrawing an invitation; suspending or excluding a user (clause 16). We decide diligently, objectively and proportionately.

15.6 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.

15.7 Statement of reasons and objection. If we do not forward content because of what it contains, do not release an offer or withdraw an invitation for that reason, or suspend or exclude a user because of content, we inform the user concerned 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 that the content violates, with an explanation of why the content violates it; and the means of redress. The user 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 user irrespective of this.

16. Suspension and exclusion

16.1 We may temporarily suspend a user or exclude it from the marketplace, that is, stop forwarding its requests, withdraw its invitations or stop inviting it, if it breaches these Terms, in particular in the case of false information, including about its status as a business, circumvention under clause 13, breaches of clause 8.2, 14.1 or 15.4, default in paying a success fee despite a reminder, or misuse. We choose the least severe suitable measure and inform the user of it, together with the reasons, in text form, and for measures taken because of content with a statement of reasons under clause 15.7.

16.2 Suspension and exclusion do not affect claims that have already arisen, in particular claims to success fees, or production contracts already concluded.

17. API for clients

17.1 Clients with an account can create API keys and use them to submit, retrieve and change requests from their own software, to the extent permitted by clause 7.3. A key is displayed only once, when it is created, and acts as the account that created it (clause 6.3).

17.2 The client 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.

17.3 The API can be used neither to upload files nor to select offers; awards are made only on the platform (clause 10.1).

17.4 The limits on calls and new requests stated in the API documentation apply; we may adjust them.

17.5 There is no entitlement to an unchanged API. We notify a change that renders existing integrations unusable in the same way as an amendment to these Terms (clause 21.1), unless the change is required immediately for security reasons; in that case we notify it without undue delay.

18. Availability

18.1 We do not owe any particular level of availability or any reaction or processing times, in particular no time limit for forwarding requests and releasing offers.

18.2 We may further develop the marketplace, change functions and interrupt operations for maintenance, updates and to avert dangers.

18.3 We owe the proper sending of emails, not their arrival in the recipients' mailboxes. Disruptions caused by force majeure do not constitute a breach of our obligations.

19. Liability

19.1 We are not liable for the providers' services, in particular not for quality, deadlines, delivery and postal delivery, and not for the accuracy of offers and of users' information, including information on certifications. Claims under the production contract exist only between client and provider.

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

19.3 In relation to a provider, our liability in the case of gross negligence for all cases of damage within twelve months is limited in aggregate to the success fees that the provider paid us 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, or personal injury.

19.4 We are liable under clauses 19.2 and 19.3 for service providers that we use to provide our service, for example for hosting and email sending, as for our own actions.

20. Term, termination and deletion

20.1 Use continues for an indefinite period. Users and Mailingbid may end it at any time without notice in text form. A released offer remains binding until its date under clause 9.2.

20.2 Users may request the deletion of their account, and clients also the deletion of a request, by email to the address in clause 22.1. We delete the data unless statutory retention obligations prevent this or we need the data to establish, exercise or defend legal claims, for example for a success fee. How long we otherwise store data is set out in the privacy policy.

20.3 Clauses 8.2 and 8.3 (confidentiality), 12 (success fee), 13 (orders outside the platform) and 14 (recipient data) continue to apply to requests received and production contracts concluded after use has ended.

21. Amendments to these Terms

21.1 We may amend these Terms with effect for the future. We notify amendments by email at least four weeks before they take effect: to clients with an account at the account's address, and to providers whose contacts have received an invitation in the last twelve months, to those contacts.

21.2 If a user does not object by the time they take effect, the amendments are deemed accepted; we expressly point this out in the notice. If the user objects, either party may end use with effect from the date on which the amendments take effect; until then the previous version applies. If neither party terminates after an objection, the previous version continues to apply to the objecting user. Alternatively, we may require express consent, for example at the next award or before the next offer.

21.3 A change to the success fee applies only to requests that the provider receives after the change takes effect.

22. Contact, communications and point of contact

22.1 For all declarations and matters relating to the marketplace, you can reach us at kontakt@mailingbid.com. We write to clients at the account's address or the contact address of the request and to providers at their contacts on file, and send invoices to the email address for invoices under clause 4.3.

22.2 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.

23. Final provisions

23.1 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.

23.2 The place of jurisdiction for all disputes arising from the use of the marketplace is the court having subject-matter jurisdiction for Vienna Inner City (Wien Innere Stadt). We may also bring proceedings at the user's general place of jurisdiction.

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

23.4 § 9(1) and (2) and § 10(1) and (2) of the Austrian E-Commerce Act (ECG) do not apply.

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

24. Entry into force

These Terms apply to clients from their consent under clause 4.2 and to providers from their consent under clause 4.3.