Merchant: All Merchants and vendors of goods and services who make their offer available via the 1-CP System or 1-CP Corporate Checkout (“1-CP”).
Proposal & Contracts: The offers provided by the Merchants for the Buyer / Client trough 1-CP.
Transactions: The payments resulting a successful purchase of Proposal & Contract provided by the Merchants.
Registered user: Legal or natural entities that can purchase – for themselves or for third parties - via 1-CP. Only a registered business user is given access to their configurations of synchronizations, integrations, payment methods as well as a history of their transactions through the 1-CP System.
Unregistered user: All legal and natural entities who use the platform without prior registration.
Buyer/Client: Registered and unregistered users who make a purchase and in whose name a Proposal, Contract and Transaction is executed with the Merchant.
Beneficiary: Registered and unregistered users as well as third parties named as beneficiary (e.g. guest in a purchase related to travel products).
2.1 These Terms of Use apply to all users of the 1-CP System provided by 1-CP GmbH ("1-CP"), in particular to Proposals, Contracts and Transactions being facilitated through 1-CP Corporate Checkout. No other business conditions shall apply to this contract, even if 1-CP does not contradict such other business conditions, or renders its services to the Client in knowledge of these other conditions without reservation. Whilst 1-CP is designed solely as a corporate solution these Terms of Use shall apply both to consumers and to businesses.
2.2 Pursuant to Section 13 of the German Civil Code (“Bürgerliches Gesetzbuch” / “BGB”), a consumer is any natural entity who enters into a legal transaction for purposes that predominantly can be ascribed neither to their commercial business activity nor to their self-employed occupation.
2.3 Pursuant to Section 14 of the German Civil Code, an business is any natural or legal entity or legal partnership which by entering into a legal transaction is exercising its commercial or self-employed occupation.
2.4 Even if during on-going business relationships these Terms of Use are not expressly referred to when concluding similar contracts, the Terms of Use of 1-CP in their respective current version accessible under www.one-cp.com apply exclusively, unless otherwise agreed in text form by the contracting parties.
3.1 1-CP provides transaction facilitation service, bringing B2C conveniences into B2B transactions, providing frictionless purchasing, expense management, and simplified corporate payments directly within merchant channels.
3.2 In this process, 1-CP does not act as Merchant, but merely acts as payment and checkout facilitator for the offers placed by the Merchant. Thus, a contractual relationship is established directly and only with the respective Merchant.
3.3 The online platform as well as the underlying database must only be used as provided for by 1-CP.
3.4 It is prohibited:
(a) to circumvent or disable functions of the online system or perform any actions which may impair the operability of the 1-CP online system, in particular to perform actions which may result in an overload of the infrastructure of the 1-CP System.
(b) to block, overwrite or modify any contents generated by 1-CP.
(c) to employ any automated functions (e.g. algorithms, machines) for the interfaces provided.
4.5 Furthermore, it is prohibited:
(a) to act fraudulently.
(b) to distribute, initiate or promote spam, letter chains or pyramid schemes.
(c) to collect or otherwise access and store other users' information, in particular email addresses, without their prior permission.
(d) to distribute or otherwise make available viruses or other malicious software that could compromise or cause harm to the 1-CP online platform or other users' computer systems.
4.6 For the user, the use of the 1-CP website is free-of-charge.
All contents (such as texts, pictures and graphics etc.) presented on this online system are the intellectual property of 1-CP / the Merchants or they have the respective rights of use of the contents. It is forbidden to copy, disseminate, make otherwise publicly available or transform these contents without consent of the respective owners of these rights. The use of these contents is not permitted without prior consent in text form by 1-CP or the Merchants.
5.1 Users can set-up a 1-CP account by registering for the online platform. The user can register by entering the information requested completely and correctly in the registration form, accepting these Terms of Use and clicking the "Register" button. To complete registration, the user is then requested to click the confirmation link provided in an email sent by 1-CP. The user then creates a password in accordance with 1-CP's password construction guidelines.
5.2 The user can review his information entered during the registration process at any time. He can correct entries directly in the respective fields.
5.3 Once the registration is complete, 1-CP creates a 1-CP account for the user.
5.4 It is the Client's responsibility to protect his user name and his password from unauthorized access and use by third persons. The Client is obliged to inform 1-CP without delay whenever there are indications of a misuse of the data by third persons. In this case, 1-CP shall be entitled to block access to the Client's account. 1-CP will never ask the Client for his password by email or on the phone.
5.5 The Client is liable for all activities which are performed using his account. This does not apply in case of misuse provided that the Client is not responsible for the misuse.
6.1 All goods and services 1-CP presents on its Checkout Process constitute a binding offer by the Merchant to the Client. The Client accepts the offer made by clicking the respective Buy/Pay button provided on the online checkout screen.
6.2 The Merchant named in connection with the goods and services offered, whose contact data is provided in the Checkout Process, will be the exclusive contractual partner. Any and all claims and obligations arising from the contractual relationship with the Merchant exist directly and exclusively between the Client and the Merchant of the accommodation. In Transactions the Client will pay to the Merchant the price confirmed by 1-CP in the course of the Checkout Process.
6.3 The information 1-CP uses for the description of the respective offer is based on the information supplied by the Merchants. The Merchants have access to the information stored in the 1-CP System via a direct interface and/or the 1-CP Dashboard, and are solely responsible for keeping prices and other information up-to-date.
6.4 The Checkout Process usually consists of five steps, which can be mandatory or skipped depending on the requirements that apply to the specific Client/Merchant pre-set configurations as well as pre-stored information in the 1-CP System:
As a first step (Identification & Authentication), the Client must authenticate himself by entering his corporate email address. This allows to initiate all further loading and synchronization of pre-set configurations applying to the Client.
In the second step (Company) the Client can continue the Checkout Process by entering the Client and/or invoice data. This step can be skipped when the applicable information are already pre-stored in the 1-CP system.
As third step (Reporting) the Checkout Process might ask fields for reporting purposes either set by the Client and/or the Merchant. This step can be skipped when the applicable information are already pre-stored in the 1-CP system.
In the fourth step (Payment) of the Checkout Process, the Client has to enter a suitable payment method accepted by the Merchant. This step can be skipped when the applicable information are already pre-stored in the 1-CP system as well when dedicated payment methods that apply to a specific Client/Merchant configruration are available.
As fifth and last step (Summary) of the Checkout Process a summary of the to be completed Proposal, Contract, Transaction is shown to double-check and correct, if necessary, all data (e.g. name, address, reporting fields, method of payment). Before submitting, the Client is provided with the General Terms and Conditions of the respective Merchant. A Proposal, Contract and Transaction is established once a Client clicks the respective Sign/Buy/Pay/Book button provided on the online checkout screen.
7.1 1-CP stores the proposal, contract and transaction details. A confirmation of the transaction including the transaction details is sent to the Client by email either by the Merchant or 1-CP. Following submission of his order, the Client can access the proposal, contract and transactions including their details via the 1-CP systems websites using his transaction and/or login data.
7.2 The e-mail sent to the email address entered by the Client also includes a reference to the General Terms and Conditions of the respective Merchant. The Client can also access and print the General Terms and Conditions of the respective Merchant at any time via the 1-CP systems websites.
7.3 No further costs other than the costs for the mere use of telecommunication means used for the conclusion of the contract will be incurred.
7.4 The Client can conclude the contract in the following languages: German, English.
8.1 All prices are stated in the currency that the Merchants goods and services shall be paid in. For information purposes, the respective amount can be displayed in a standard currency choosen, converted at the current rate of exchange at the given time.
8.2 The methods of payment accepted for a specific offer are determined by the respective Merchant. In addition, the respective Merchant can configurize alternative payment methods applicable to specific clients.
8.4 Payment is due at different points in time, in accordance with the payment conditions stated for the selected offer. The following modes exist:
● Full payment: Payment is due at the time of purchase.
● Scheduled payment: A down payment is due at the times shown in the Checkout Process.
Further payment options based on the Master Agreement with 1-CP: Clients may agree individual conditions of payment with 1-CP. Payment will then be made in accordance with the means of payment / points in time as agreed in the contract.
8.5 In case the payment option “upon invoicing” is selected, 1-CP provides the Client with the bank details in the transaction confirmation. The invoice amount is to be transferred to the designated account within the due date stated in the offer.
8.6 Any retransfer costs charged by the banks for retransfers due to Client error will be borne by the Client.
9.1 By confirming a proposal, contract or transaction, the Client accepts the conditions of the Merchant with regard to cancellations and revocation, as well as the remaining General Terms and Conditions of the Merchant providing the goods and services. During the Checkout Process, as well as in the confirmation email, these General Terms and Conditions of the Merchant are specified. It is possible that certain offers are excluded from cancellation or changes. It is the Client’s responsibility to carefully verify the conditions prior to purchasing.
9.2 In general, changes made prior to the expiration of the cancellation and revocation period as stated in the Merchant’s General Terms and Conditions are free of charge. The Client is responsible to inform himself on the Merchant’s cancellation and revocation periods. Following the expiry of the cancellation and revocation period, fees might be incurred, which are also shall be referred to in the Merchant’s General Terms and Conditions.
If the subject matter of the contract consists of accommodation services exclusively, pursuant to Article 312g (1), no. 9 of the German Civil Code, there is no statutory right for consumers to revoke the contract concluded with the Merchant. However, the Merchant is free to grant the Client a contractual right of revocation on a case-by-case basis.
11.1 1-CP shall be liable without limitation in case of intent or gross negligence, as well as in the absence of a guaranteed feature and in accordance with the German Product Liability Act (“Produkthaftungsgesetz” / “ProdHaftG”) for all damages resulting thereof.
11.2 In the event of simple negligence, 1-CP shall be liable without limitation in case of damage to life, body, or health. In case 1-CP is in arrears with its service due to simple negligence, or the performance becomes impossible, or 1-CP violates a material obligation, the liability for resulting damages to property and financial losses will be limited to typical foreseeable damages with this type of contract. A material obligation is defined as one the fulfilment of which is absolutely necessary for the proper performance of the contract, the infringement of which endangers the contract purpose, and the compliance of which the client may regularly rely on.
11.3 The liability for all other damages is excluded.
12.1 The Client shall only be entitled to offset his claims under the condition that his counter-claims are legally established as final and absolute, or are explicitly recognised in writing by 1-CP.
12.2 The Client can exercise a right of retention only if the claims result from the same contractual relationship.
13.1 The Client has the right to terminate the user contract at any time without stating reasons and without prior notice to 1-CP.
13.2 1-CP has the right to terminate the user contract at any time without stating reasons and by serving one month's notice to the end of the month.
13.3 Both Parties' right of extraordinary termination shall remain unaffected.
13.4 Termination notices must be in text form to be effective.
14.1 In the event individual provisions of these Terms of Use are invalid, the validity of the other provisions shall remain unaffected. In this case, the invalid provision shall be replaced by the applicable statutory regulations. Any gaps shall be filled by supplementary interpretation of the contract.
14.2 In general, the law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Vis-à-vis consumers, this choice of law shall only apply to the extent the consumer is not deprived of his standard legal rights in his country of residence or usual domicile. Thus, these compulsory provisions also apply.
14.3 The place of jurisdiction for any disputes arising from or related to these Terms of Use and the use of the services offered by 1-CP is Frankfurt am Main/Germany for registered traders and for any individuals who have no general place of jurisdiction within the Federal Republic of Germany. This does not apply to legal actions against consumers in terms of § 13 of the German Civil Code who have their residence or usual domicile in an EU country.
The European Commission launched an internet platform for the online resolution of disputes between traders and consumers (ODR platform). This platform can be accessed via https://ec.europa.eu/consumers/odr/. 1-CP is not obliged to take part in alternative dispute resolution procedures provided by a consumer arbitration board and does not do so at present.
1-CP reserves the right to make changes to these terms and conditions of use in particular as a result of a change in the legal situation or supreme Court, market conditions or similar circumstances. The customer will be notified of changes to these Terms of Use in text form at least two months before they come into effect, whereby the respective changes will be highlighted. The changes shall be deemed to have been approved by the customer if the customer does not object to these changes within a period of one month. 1-CP will inform the customer at the beginning of that period to the consequences of his actions.
