General terms and conditions

of the company flowkey GmbH, Alt-Moabit 103, 10559 Berlin (register court: AG Berlin-Charlottenburg, register number 156653 B, sales tax identification number according to § 27 a sales tax law: DE293912857), represented by Jonas Gößling, Alexander Heesing, Ahmed Hassan, for the offer called “flowkey Plus”.

- hereinafter referred to as the "Provider" -

§ 1 Scope of application, definitions

(1) These General Terms and Conditions (hereinafter referred to as "GTC") shall apply in the version valid at the time of the order to all contracts for services and the delivery of goods that a consumer or entrepreneur (hereinafter referred to as "Customer") concludes with the Provider with regard to the goods presented by the Provider in its online shop. Deviating general terms and conditions of the Customer shall not be recognized unless the Provider expressly agrees to their validity in writing.

(2) The Customer is a consumer insofar as the purpose of the ordered deliveries and services cannot be predominantly attributed to his commercial or self-employed professional activity. On the other hand, an entrepreneur is any natural person or legal entity or partnership with legal capacity that acts in the exercise of its commercial or self-employed professional activity when concluding the contract.

§ 2 Subject matter of the contract

By the contract, the rental of new and used keyboards, hereinafter referred to as "goods" or "rental object" or "rental objects", for the transfer of use, hereinafter referred to as "rental contract", via the platform is agreed. Linked to the rental agreement is a "flowkey Premium" access to further services of the Provider. The objective of the contract is that the Customer receives the goods and "flowkey Premium" access exclusively for use against payment of the agreed rent.

In addition, the contract may regulate the acquisition of the rented goods.

§ 3 Conclusion of contract, availability and storage of the contract text

(1) The product descriptions contained in the Provider's online shop do not represent binding offers on the part of the Provider, but serve for the submission of a binding offer by the Customer. The offer is directed exclusively at private customers resident in the following countries:
• Belgium
• France
• Germany
• Netherlands
• Spain

(2) By clicking on the button "Confirm order", the Customer submits a binding application to conclude a contract via flowkey plus. Before submitting the order, the Customer can change and view the data at any time. The Customer has the possibility to view, print and save these GTC in a reproducible form during the order process before submitting the order.

(3) The Provider may accept the Customer's offer within five days,
by sending the Customer a written order confirmation or an order confirmation in text form (fax or email), in which case the receipt of the order confirmation by the Customer is decisive, or
by delivering the ordered goods to the Customer, in which case the receipt of the goods by the Customer is decisive, or
by requesting payment from the Customer after the order has been placed.

If several of the aforementioned alternatives exist, the contract shall be concluded at the time when one of the aforementioned alternatives occurs first. The period for acceptance of the offer begins on the day after the Customer sends the offer and ends with the expiry of the fifth day following the sending of the offer. If the seller does not accept the Customer's offer within the aforementioned period, this shall be deemed to be a rejection of the offer with the consequence that the Customer is no longer bound by his declaration of intent.

(4) When paying via the payment service provider PayPal, the contract is concluded as soon as you have clicked on "pay now" in your PayPal account. For the payment method "Apple Pay" or "Google Pay", the contract is concluded when you have confirmed the payment instruction to us. When paying by credit card, the contract is concluded at the time the credit card is charged (when the order is completed). For these cases, the Provider already declares acceptance of the Customer's offer at the time the Customer triggers the payment process by clicking the button that concludes the order process. In all other respects, para. 3 of these GTC shall apply.

(5) When submitting an offer via the Provider's online order form, the text of the contract shall be stored by the Provider after the conclusion of the contract and transmitted to the Customer in text form (e.g., email, fax or letter) after the Customer has sent his order. The Provider does not make the text of the contract accessible beyond this. If the Customer has set up a user account in the Provider's online shop before sending his order, the order data will be archived on the Provider's website and can be accessed free of charge by the Customer via his password-protected user account by providing the corresponding login data.

(6) Order processing and contacting usually take place via email and automated order processing. The Customer must ensure that the email address provided by him for order processing is correct, so that emails sent by the Provider can be received at this address. In particular, when using spam filters, the Customer must ensure that all emails sent by the Provider or by third parties commissioned by the Provider to process the order can be delivered.

(7) The contract shall be concluded in German. Translations of these terms and conditions into other languages are for your information only. In the event of any differences between the language versions, the German text shall take precedence.

§ 4 Fraud Prevention and Collaboration with SEON

To detect and prevent fraudulent activities, the Provider relies on the services of SEON, a leading provider of fraud prevention solutions. Before entering into a contract, necessary steps for fraud prevention are taken to ensure the safety and integrity of the Provider's business operations and customers. By agreeing to these Terms and Conditions, you acknowledge and agree that your personal data and information may be transmitted to and processed by SEON for the purpose of conducting fraud prevention measures. The use of your data will be in accordance with the applicable data protection regulations and the Provider's privacy policy.

§ 5 Commencement of the rent, term of the contract, termination

(1) The term of the rental begins with the delivery of the rental object to the Customer, hereinafter "delivery". Delivery is effected by delivery or handover by us or a cooperation partner or a supplier commissioned by us or our cooperation partner. The term of the contract depends on your choice when placing the order. Unless otherwise agreed in individual cases, the contract shall run until the user exercises their right to termination, or their right to purchase the rented property.

(2) The parties shall have the right to terminate the contract by the last day of a contractual month without stating reasons, but, insofar as a minimum term has been agreed, no earlier than the expiry of the agreed minimum contractual term. If the termination takes place less than 48 hours before the end of the current contract month, it is possible that the payment provider has already initiated the contract extension. In this case, the respective amount will still be debited despite the termination. If there is such an overlap between termination and payment processing, the amount will of course be refunded.

(3) The right to extraordinary termination for good cause remains unaffected. The Provider is in particular entitled to extraordinary termination, 
• if the Customer is in default of payment of two consecutive usage fees;
• the Customer is unpunctual in paying the usage fee, although he has already been warned or reminded due to repeated delays in payment;
• the Customer leaves the rented item to third parties without authorization or
• the Customer infringes our rights by significantly endangering the rental object through neglect of the care incumbent upon him, lack of care or improper use.

(4) You can terminate the contract (at the next possible termination date) by (i) declaration in text form or (ii) online in the customer portal by pressing the respective button.

(5) You are obliged to return the rental object with all accessories to the Provider immediately after the end of the contract. You must return the rental object - apart from normal traces of use - in the condition in which you received it; in particular, any settings made that exclude or impair the use of the rental object by third parties must be removed.

If you return the rented item without the accessories rented with it or the rented item incomplete, we are at liberty to demand the residual value of the missing accessories or the missing component, calculated on the basis of the current market value.

(6) The return of the rental item will be organized by flowkey and initiated by external service providers who will collect the rental item within the first 14 days after the end of the contract. You agree to participate in a successful pick-up, which includes being present on a designated day to facilitate handover to the shipping service provider. If you prevent the pick-up, the Provider reserves the right to pass on the resulting costs to you.

Additionally, if you prevent the return, monthly rental fees will continue to be charged. However, this does not mean an extension of the rental contract. You are still required to enable pick-up by our shipping service provider before the end of the month.

Additionally, if you prevent the return, we reserve the right to issue an invoice for the residual value of your instrument. This will be calculated by deducting the subscription payments that you made during the rental period, from the original market value of the product at the time you placed your order. If the rental period has exceeded 12 months, the residual value will be set at €1,00, including VAT.

Additionally, if we are unable to collect the instrument from you, we reserve the right to engage a collection agency in the form of PAIR Finance, a specialized service provider for debt management. In such cases, PAIR Finance will take appropriate measures to obtain the return of the instrument. Both legal and contractual provisions will be observed to protect the interests of both parties.

Customers are obligated to bear the costs incurred by the use of PAIR Finance. The costs may vary depending on the situation and will be communicated by PAIR Finance in advance. By agreeing to these Terms of Service, you acknowledge that you will be responsible for the additional costs incurred by the engagement of PAIR Finance in case of failure to return a rented instrument.

(7) The Provider deletes all data stored on rented items irrecoverably upon return. You must therefore back up any data stored on the rental items yourself before returning them.

(8) The tenancy agreement shall also end in the event of the effective exercise of an agreed purchase option.

§ 6 Acquisition of the rented property

(1) If the subject of the offer is a call option and this call option has become part of the contract, the following provisions shall apply:

(2) You can exercise your purchase option in the 12th month of the rental period. By clicking the respective button, you purchase the goods. After checking the order, you will receive an email from us confirming the purchase of the selected goods, hereinafter referred to as "contract confirmation".

(3) The purchase price results from the offer presentation. The purchase price is understood to be the gross price, including the statutory value added tax valid at the time of the order. If you make use of the purchase option, the rent paid by you up to the exercise of the purchase option will be credited to the purchase price - as listed in the offer presentation - up to a symbolic purchase amount of one euro including VAT. Please note that possible vouchers, discount codes, loyalty programs or similar are regularly only credited to the rental price but not to the purchase price.

(4) You are obliged to pay in advance. Payment is due immediately after exercising the purchase option.

(5) The purchased rental object remains the property of the Provider until full payment of the purchase price. You are obliged to keep it free from rights of third parties until the purchase price has been paid in full.

(6) The exercise of the purchase option leads to a conversion of your contract into a monthly flowkey Premium subscription at the price valid in your country at the time of conversion. This subscription can be cancelled monthly until the last day of a contract month without giving reasons. For further details, please refer to the General Terms and Conditions for flowkey Premium Subscriptions (https://www.flowkey.com/en/terms-of-service).

§ 7 Delivery, availability of goods

(1) Delivery times stated by us are calculated from the time of our order confirmation, subject to prior payment of the purchase price. If no delivery time or no deviating delivery time is specified for the respective goods in our online shop, it shall be 10 days.

(2) If no copies of the product selected by the Customer are available at the time of the Customer's order, the Provider shall inform the Customer of this immediately in the order confirmation. If the product is permanently not available, the Provider shall refrain from issuing a declaration of acceptance. In this case, a contract is not concluded.

(3) If the product designated by the Customer in the order is only temporarily unavailable, the Provider shall also inform the Customer of this immediately in the order confirmation.

(4) The goods shall be shipped by parcel service or by freight forwarder. The shipping risk shall be borne by the Provider if the Customer is a consumer.

(5) Unless otherwise stated in the online shop of the Provider, the goods will be delivered to the door of your home by a forwarding agent. The carrier will announce his arrival to you by telephone.

(6) Insofar as a shipment of the goods by us has been agreed and the delivery items are delivered with damage that has obviously occurred during transport, the Customer is requested to complain about this to the forwarding agent or the carrier and to inform us immediately. The Customer's statutory rights, in particular warranty rights, shall not be affected by this.

(7) The following delivery restrictions apply: The Provider only delivers to customers who have their usual place of residence (billing address) in one of the following countries and can provide a delivery address in the same country: Belgium, France, Germany, Netherlands, Spain.

§ 8 Retention of title

Until full payment has been made, the delivered goods remain the property of the Provider.

§ 9 Prices and shipping costs

(1) All prices stated on the website of the Provider are inclusive of the applicable statutory value added tax.

(2) Unless otherwise stated in the online shop of the Provider, delivery shall be free of shipping costs.

§ 10 Payment modalities

(1) The payment options or types of payment are communicated to the Customer in the Provider's online shop.

(2) In the case of payment by means of a payment method offered by PayPal, the payment shall be processed via the payment service provider PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg (hereinafter: "PayPal"), subject to the PayPal Terms of Use, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full or - if the Customer does not have a PayPal account - subject to the Terms and Conditions for Payments without a PayPal Account, which can be viewed at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full.

(3) If payment is made by credit card, the payment will be processed by the respective credit card provider. The corresponding terms of use of your credit card provider apply.

(4) If you choose the "Apple Pay" payment method of Apple Distribution International (Apple), Hollyhill Industrial Estate, Hollyhill, Cork, Ireland, the payment processing is carried out via the "Apple Pay" function of your terminal device operated with iOS, watchOS or macOS by charging a payment card deposited with "Apple Pay". Apple Pay uses security functions integrated into the hardware and software of your device to protect your transactions. To release a payment, you must enter a code that you have previously defined and verify it using the Face ID or Touch ID function on your device.

Information on data protection with Apple Pay can be found at the following Internet address: https://support.apple.com/de-de/HT203027

(5) The Customer can change the payment method stored in his user account at any time.

(6) Payment of the purchase price is due immediately upon conclusion of the contract. If the due date for payment is determined by the calendar, the Customer is already in default by missing the deadline. In this case, he shall pay the Provider interest on arrears for the year in the amount of 5 percentage points above the base interest rate.

(7) The obligation of the Customer to pay interest on arrears does not exclude the assertion of further damages caused by arrears by the Provider.

§ 11 Payment delays and failure

(1) In case of payment delays or failure to return the instruments on time, a multistage reminder process will be initiated, which includes notifications, reminders, and possible negative impacts on your record held by credit rating agencies.

(2) The Provider reserves the right to terminate the rental agreement and initiate the return of the instrument and its accessories in case of payment delays.

(3) The Provider also reserves the right to engage a collection agency in the form of PAIR Finance, a specialized service provider for debt management. In such cases, PAIR Finance will take appropriate measures to collect the outstanding fees and obtain the return of the instruments. Both legal and contractual provisions will be observed to protect the interests of both parties.

(4) Customers are obligated to bear the costs incurred by the use of PAIR Finance. The costs may vary depending on the situation and will be communicated by PAIR Finance in advance. By agreeing to these Terms of Service, you acknowledge that you will be responsible for the additional costs incurred by the engagement of PAIR Finance in case of payment delays or failure to return a rented instrument.

CONSEQUENCES OF PAYMENT FAILURE FOR INDIVIDUALS RESIDENT IN BELGIUM
The Provider (flowkey GmbH) is regulated by the incorporation of Book XIX BCEL when pursuing individuals in Belgium in relation to payment failures. The Provider will always communicate with the Customer in line with the consumer rights that are extended in Belgium to the Customer. Specifically:

If we are unable to successfully process your monthly payment for your subscription, we will inform you by email. You do not have to take any further action - we will make a second attempt at processing the payment 10 days later. You will continue to have full access and use of your subscription during this period.

If the second attempt to process your payment is unsuccessful, we will inform you again. You do not have to take any further action - we will make a third and final attempt at processing the payment 10 days later. You will continue to have full access and use of your subscription during this period.

If the third and final attempt to process your payment is unsuccessful, we will cancel your subscription and send an email requesting that you arrange the return of your piano. Replying to the email and facilitating the successful return of your piano will be considered a satisfactory resolution to the termination of the contract. You will not receive any more requests for payment from us.

If you do not respond to our requests to arrange a return collection of your piano within 5 days you will be considered to have defaulted. At this stage we will send you a reminder notice containing the following information:

The amount due and the value of our claim against you.
A description of the goods or services that have been provided to you, and form the basis of our claim against you.
Documented evidence of our claim against you
Information on how you can exercise your right to dispute the claim being made against you
Information on the compensation fees that will be liable if payment is not made
A request to settle the debt within 14 days

The compensation fees that will be claimed in the event of non-payment are outlined in accordance with Book XIX BCEL. They are as follows:

• Outstanding Debt: < € 150,00 / Compensation: € 20,00
  
• Outstanding Debt: < € 150,01 - € 500,00 / Compensation: € 30,00 + 10% of the amount due
  
• Outstanding Debt: < € 150,00 / Compensation: € 60,00 + 5% of the amount due (with a maximum of € 2.000)

§ 12 flowkey Premium Membership

(1) By renting a keyboard via the online shop of the Provider, the Customer simultaneously acquires a Premium Membership limited to the rental period for the use of the "flowkey Service", a software application of the Provider for learning the piano ("flowkey Premium Membership"). It allows you to log in to the flowkey Service on all supported end devices and to access the contents and functions for supported learning.

(2) Customers can find more detailed information on the flowkey service at https://www.flowkey.com. The use of the flowkey Service is subject to the General Terms and Conditions deposited at www.flowkey.com/en/terms-of-service.

(3) The flowkey Premium Membership is an integral part of the respective rental contract and is dependent on it. If you effectively revoke the contract, the claim to the use of the flowkey Premium Subscription will also cease. In this case, it will be blocked by the Provider.

§ 13 Damage to and loss of the rented item

(1) The use of the rented item shall be customary and careful, minimizing the expected damage. In case of any damage or other impairment of the rented item during the rental period, the Customer is obliged to inform the Provider immediately in writing about all details of the event that led to the damage or other impairment of the rented item.

(2) In case of damage, the Customer will be charged a total of EUR 89.99: EUR 59.99 for the processing of the damaged instrument, EUR 24.00 for the collection of the instrument and EUR 6.00 for the shipment of the replacement instrument. The total charge may be subject to change in the future. The cost at the time of notifying us about the damage will be based on the then-up-to-date terms of service.

(3) In case of any other violations of the rental agreement concluded between the Customer and the Provider, the Customer shall be liable according to the legal provisions.

(4) If the Customer is obliged to compensate the Provider for the reason, this compensation shall be paid in full by the Customer.

§ 14 Warranty for material defects, guarantee

(1) The Provider is liable for material defects in accordance with the applicable legal provisions, in particular §§ 434 ff. of the German Civil Code (BGB). The warranty period for goods delivered by the Provider to businesses is 12 months.

(2) Additionally, the Provider agrees to provide a replacement instrument as soon as possible in the event of damage that was not caused by the Customer. Furthermore, the Provider will make every effort to arrange for a prompt pick-up of the damaged item.

(3) Further guarantees exist for goods supplied by the Provider only if they have been expressly given in the order confirmation for the respective item.

(4) In the event that the Customer exercises their right to purchase the rented property, they are entitled to a 2-year warranty against material defects, valid from the original delivery date of the property when the subscription commenced. If the rented property was replaced due to defects or damage, the 2-year warranty is valid from the delivery date of the replacement item.

§ 15 Liability

(1) Claims of the Customer for damages are excluded. Excluded from this are claims for damages by the Customer arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by the Provider, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the contract.

(2) In the event of a breach of material contractual obligations, the Provider shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the Customer's claims for damages are based on injury to life, limb or health.

(3) The restrictions of paragraphs 1 and 2 shall also apply in favour of the legal representatives and vicarious agents of the Provider if claims are asserted directly against them.

(4) The limitations of liability resulting from paragraphs 1 and 2 do not apply insofar as the Provider has fraudulently concealed the defect or has assumed a guarantee for the quality of the item. The same applies insofar as the Provider and the Customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act shall remain unaffected.

§ 16 Customer service

If you have any questions or problems, please contact our customer service via email: [email protected]

§ 17 Right of withdrawal

(1) If you have a right of withdrawal, you have the right to revoke this contract within 14 days without giving any reasons. The withdrawal period shall be 14 days from the start date of the contract.

To exercise your right of withdrawal, you must notify us, the
flowkey GmbH, Alt- Moabit 103, 10559 Berlin, 
Email: [email protected], Tel: +49 030 20849928

by means of a clear declaration (e.g. a letter sent by post or email) of your decision to revoke this contract. You can use the attached model withdrawal form for this purpose, which is, however, not mandatory.

In order to comply with the withdrawal period, it is sufficient if you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.

CONSEQUENCES OF REVOCATION

If you withdraw from this contract, we must repay you all payments that we have received from you, including the delivery costs (with the exception of the additional costs resulting from the fact that you have chosen a type of delivery other than the cheapest standard delivery offered by us), without delay and at the latest within 14 days from the day on which we received the notification of your withdrawal from this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.

You must return the goods to us, flowkey GmbH, Alt-Moabit 103, 10559 Berlin, in the original packaging without delay and in any case no later than 14 days from the day on which you notify us of the cancellation of this contract. The deadline is met if you send the goods before the expiry of the 14-day period.

We bear the costs of returning the goods.

We will notify you once we have received and inspected your return and let you know if the refund has been approved. Please understand that we must inspect returned items to ensure they are in 'as new' condition. If the return is approved, you will automatically receive a refund to your original payment method. Please remember that it may take a few days for your bank or credit card company to process and post the refund.

You only have to pay for any loss in value of the goods if this loss in value is due to handling of the goods that is not necessary for testing the quality, characteristics and functioning of the goods.

ADDITIONAL NOTES

(1) In the event that you return the goods to us, you must use the original packaging for shipping.

(2) The right of withdrawal does not apply to contracts for the delivery of sound or video recordings or computer software in a sealed package if the seal was removed after delivery.

(3) The Provider shall provide the following information on the model withdrawal form in accordance with the statutory provisions:

Model withdrawal form
pursuant to Annex 2 to Article 246a § 1 para. 2 sentence 1 no. 1 and § 2 para. 2 no. 2 Introductory Act to the German Civil Code (EGBGB)

(If you wish to cancel the contract, please fill in and return this form)

- To flowkey GmbH, Alt- Moabit 103, 10559 Berlin,
Email: [email protected], Tel: +49 030 20849928:

- I/we (*) hereby withdraw from the contract concluded by me/us (*) for the purchase of the following goods (detailed description so that it can be clearly determined to which goods the withdrawal relates), the provision of the following services (detailed description so that it can be clearly determined to which goods the withdrawal relates) (*)

- ordered on/received on;

- Name of the consumer(s);

- Address of the consumer(s);

- Signature of the consumer(s);

(only for communication on paper);

Date

(*) Delete as applicable

§ 18 Data protection

The personal data you provide us with will be processed electronically and used insofar as it is necessary for the performance of the contract. All your personal data will be processed in accordance with German and European data protection law. You can find further information on the handling of your data in our data protection declaration at:
https://www.flowkey.com/en/privacy-policy.

§ 19 Final provisions

(1) The law of the Federal Republic of Germany shall apply to contracts between the Provider and the customers to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The statutory provisions on the restriction of the choice of law and on the applicability of mandatory provisions, in particular of the state in which the Customer has his habitual residence as a consumer, shall remain unaffected.

(2) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the Customer and the Provider shall be the Provider's registered office.

(3) The contract shall remain binding in its remaining parts even if individual points are legally ineffective. The invalid points shall be replaced by the statutory provisions, if any. Insofar as this would represent an unreasonable hardship for one of the contracting parties, the contract shall, however, become ineffective as a whole.