General Terms and Conditions of Refive GmbH

These General Terms and Conditions (“GTC”) govern the use of all services offered by refive GmbH (“Refive”).

1. Scope

1.1  Service Description

Refive operates a digital retail engagement platform designed for brick-and-mortar retailers and other entities with physical locations. The platform spans three functional layers:

• In-store touchpoints: Digital receipt delivery via QR code (displayed on-screen, on a static stand, on a payment terminal, or via NFC tap), with email fallback where required. Additional touchpoints include entrance concierge units and in-aisle product assistants, delivered via QR or NFC. All touchpoints are browser-based and require no app installation. Touchpoints enable attribution pixel firing (Google, Meta), anonymous and identified profile creation, email and WhatsApp capture with marketing opt-in, personalised campaign delivery, retail media placements, feedback collection, and product information display.
• Post-purchase engagement platform: A unified suite comprising a Customer Data Platform (CDP) for profile unification, segmentation, and progressive profiling; CRM and campaign tools for email, WhatsApp, and digital wallet pass marketing; a loyalty programme engine (points, tiers, rewards); digital coupon and personalised offer creation and redemption; and a digital gift card programme.
• Deployment models: Refive is available as (i) an integration layer that feeds data into the Partner’s existing CRM, CDP, or loyalty infrastructure via API; (ii) an end-to-end platform replacing or supplementing the Partner’s engagement stack; or (iii) a white-label solution offered under a partner or reseller brand (including the Avian product). The specific deployment model and included modules are defined in the Contract.

This suite of services is hereinafter referred to collectively as the “Software”. The exact scope of features and modules available to the Partner depends on the package selected in the Contract. Refive reserves the right to modify, expand, or discontinue individual features or functionalities, provided such changes do not materially degrade the core service as agreed in the Contract.

1.2  Contract Classification

The contractual relationship established by these GTC constitutes a Dauerschuldverhältnis (ongoing service relationship) governed exclusively by the law of service contracts (Dienstvertragsrecht, §§ 611 ff. BGB). The provisions of Werkvertragsrecht (§§ 631 ff. BGB) do not apply. Refive’s obligation is to make the Software available for use during the agreed term; Refive does not owe a specific work result (Werkerfolg).

1.3  Parties

The agreement is between Refive and the “Partner”, defined as any individual or entity utilising the services provided by Refive who is not a consumer within the meaning of § 13 BGB. The term “services” refers to all websites, software, products, and services offered by refive GmbH. These GTC apply to all interactions and transactions between refive GmbH and its Partners.

1.4  Exclusion of Conflicting Terms

Differing general terms and conditions of the Partner are not applicable unless Refive explicitly agrees to them in writing.

2. Methods of Contractual Agreement

2.1  Methods of Contracting

“Contract” means any offer, quote, order confirmation, service agreement, or written or electronic acceptance by which Refive and the Partner agree on the commercial terms of a Software subscription, which incorporates these GTC either expressly or by reference. A contractual relationship for the utilisation of the Software may be established through:

(a) Standard Offer: An offer (the “Contract”) formulated by the Refive sales team in written or electronic text form, accepted by the Partner by written/electronic confirmation or by remittance of the invoice.

(b) Self-Service: The Partner selects the service scope via Refive’s self-service interface; an offer is automatically generated and deemed accepted upon confirmation or payment.

(c) Separate IT Services Agreement: A bespoke agreement setting out specific services, terms, and conditions (also the “Contract”).

2.2  Right of Use

Upon contract execution, Refive grants the Partner the right to use the Software for the agreed term, contingent on fulfilment of payment obligations and commencing from the date specified in section 6 or the Separate IT Services Agreement.

3. Subject Matter of the Contract

3.1  SaaS Service

Refive provides the Partner with access to the Software modules selected in the Contract on a Software-as-a-Service basis for the duration of the Agreement. Other services are not included and may be provided under a separate contract.

3.2  Scope of Service

The specific features, modules, touchpoints, and integrations available to the Partner are those defined in the Contract. Refive will make available the functionalities of the Software as agreed, including (where contracted) digital receipt delivery, in-store touchpoints, CDP and CRM capabilities, loyalty and coupon management, gift card programmes, wallet pass marketing, and white-label configurations. The scope may be extended by written agreement.

3.3  Service Selection

The Partner selects the scope of functionality via (a) the Refive pricing page, (b) the registration flow, or (c) discussions with the Refive sales team.

3.4  Third-Party Systems and Integrations

The Software may interact with or depend upon third-party systems, APIs, POS systems, payment processors, or other integrations not developed, operated, or controlled by Refive (“Third-Party Systems”). Refive does not guarantee the continuous availability, accuracy, security, or compatibility of any Third-Party System. Failures, errors, incompatibilities, or degradations attributable to Third-Party Systems do not constitute a Defect under this Agreement and give rise to no warranty, liability, or termination rights against Refive. Refive will use reasonable efforts to notify the Partner of known Third-Party System issues affecting the Software.

3.5  Partner Technology Changes (POS and Infrastructure Switches)

Where the Partner changes its POS system, payment processor, or other third-party technical infrastructure to which the Software is integrated (a “Technology Change”), the Partner shall notify Refive in writing at least thirty (30) days in advance. Refive will use reasonable efforts to support integration with the Partner’s new systems but cannot guarantee compatibility with all third-party systems and technologies.

Any reconfiguration, migration, or new integration work required as a result of a Technology Change constitutes additional services outside the scope of this Agreement and is subject to separate agreement and pricing. The Partner’s payment obligations under this Agreement continue uninterrupted during any transition period arising from a Technology Change. Refive is not liable for any degradation or interruption of the Software during a Technology Change transition that is attributable to the Partner’s systems or third-party systems.

If the Partner’s new technology is fundamentally incompatible with the Software and no technically and commercially reasonable integration solution can be agreed between the parties within sixty (60) days of the Technology Change notification, either party may terminate the Agreement with thirty (30) days’ written notice. In such case, section 6.10 (discount clawback) does not apply to the extent the termination is solely attributable to the technology incompatibility.

4. Obligations of Refive

4.1  Service Provision

Refive shall provide the Software in accordance with the availability and quality standards set out in section 11 and the services agreed in the Contract. The Partner commits to the cooperation measures described in section 5.

4.2  Content Responsibility

Refive assumes no responsibility for contents and offers published or delivered to customers via the Software insofar as they are determined or authorised by the Partner.

4.3  Lawful Content

Refive and the Partner are each responsible for ensuring that content and materials provided by them do not infringe third-party rights or applicable law, including criminal, competition, youth protection, labelling, trademark, and copyright provisions.

4.4  Data Security

Refive shall implement and maintain reasonable technical and organisational security measures to protect data processed on behalf of the Partner.

5. Obligations and Rights of the Partner

5.1  Training

The Partner commits to training all relevant employees on the use of the Refive platform.

5.2  Deployment and Operational Obligations

The Partner bears sole responsibility for its own decisions regarding the deployment, use, and promotion of the Software within its business, including decisions about whether to roll it out to specific locations, whether to make it available to customers, and whether to continue using it at all. Such decisions do not constitute a defect in the Software within the meaning of section 8.1 and give rise to no warranty, liability, or termination rights against Refive.

5.3  Licence Grant

The Partner grants Refive a non-exclusive, time-limited, geographically unrestricted, non-transferable licence to use the content and materials provided or approved by the Partner for the purpose of fulfilling the Contract, including brand and copyright-protected content. In the event of a breach, the Partner shall indemnify Refive from all third-party claims arising therefrom, including legal defence costs.

5.4  Mutual Confidentiality

Each party (“Receiving Party”) shall keep confidential all non-public commercial, technical, financial, or personal information disclosed by the other party (“Disclosing Party”) and shall not disclose it to third parties without prior written consent. Each party treats the other’s confidential information as trade secrets and does not exploit it beyond this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known without fault of the Receiving Party; (ii) was already known to the Receiving Party prior to disclosure; or (iii) is lawfully disclosed by a third party. Affiliated companies within the meaning of § 15 AktG and agents are not “third parties” for this purpose. Obligations survive termination for three (3) years.

5.5  Legal Compliance

The Partner agrees to use the Software exclusively in compliance with all applicable laws and regulations, including data protection laws.

5.6  Cooperation Obligation (Mitwirkungspflicht)

The Partner shall The Partner shall cooperate fully and in good faith with Refive in connection with the investigation and resolution of any reported service issues or defects. This includes providing Refive with reasonable access to relevant systems, test environments, and technical personnel, and retaining and making available error logs and other records as reasonably requested. The specific procedure for reporting defects, including applicable timeframes and required content, is set out in section 8.3. Refive’s obligations to investigate and remedy defects are suspended during any material failure by the Partner to cooperate. Delays attributable to such non-cooperation are not a breach by Refive and give rise to no right to withhold payment, reduce fees, or terminate the Agreement.

6. Fees and Payment

6.1  Basis of Payment

Payment of fees is based on invoices received from Refive, including the payment options and deadlines specified therein. Invoices transmitted by email to the Partner’s email address on record constitute proper delivery and satisfy any written notice requirement for invoicing purposes. In the event of overdue payment, Refive may offset outstanding fee claims against any amounts payable to the Partner.

6.2  Fee Amount

The amount of remuneration for use of the Software is determined by the conditions agreed in the Contract.

6.3  Default Contract Term and Renewal

Unless the Contract expressly provides for a different term, the minimum contract term is twelve (12) months from the commencement date. After expiry of the minimum term, the Agreement automatically renews for successive periods of twelve (12) months each, unless terminated in writing (Textform) by either party at least three (3) months before the end of the then-current term. The provisions of section 7.1 apply to any agreed deviations from this default term.

All payments are due in advance upon invoice issuance.

6.4  Monthly Billing

For contracts expressly agreed on a monthly billing basis, the billing period begins on the date of contract conclusion and is automatically extended by one month at a time unless terminated earlier in accordance with section 7. Refive issues invoices electronically by email.

6.5  Annual Billing

For contracts on annual billing, the billing period begins on the date the Merchant Admin Account is activated and is automatically extended annually unless terminated earlier in accordance with section 7. Payments are generally made by bank transfer, annually in advance.

6.6  Price Tier Changes (Monthly)

In the event of a price tier increase due to a change in locations, cash register systems, or scope of features during a monthly billing period, Refive will invoice the difference up to the end of the billing month. If the price tier decreases, the Partner is not entitled to a pro-rata refund of any prepaid amount.

6.7  Price Tier Changes (Annual)

In the event of a price tier increase during an annual billing period, Refive will invoice the additional amount on a daily pro-rated basis to the end of the annual term. If the price tier decreases, the Partner is not entitled to a pro-rata refund.

6.8  Suspension for Non-Payment

In the event of payment default, if no payment is received within one week of a deadline set after the due date, Refive is entitled to suspend the Partner’s access to the Software after providing advance notice and setting a further one-week deadline. The Partner’s payment obligation and any default interest remain unaffected. The statutory provisions of §§ 286, 288 BGB apply.

6.9  Continuation of Fees / Creditor Default (Annahmeverzug)

Refive’s entitlement to the agreed fees is not affected by the Partner’s failure or decision not to use the Software, including where the Partner disconnects, uninstalls, or ceases use of the Software. Refive’s fee claims continue pursuant to §§ 293–296 BGB (Annahmeverzug) and § 615 BGB (mutatis mutandis). The Partner bears sole risk of impediments to use arising from its own systems, decisions, or sphere. Non-use does not give rise to Minderung, set-off, or pro-rata refund.

6.10  Refund Calculation on Early Termination of Discounted Contracts

Where the Partner received a Discount contingent on a minimum term commitment and the Agreement is terminated before expiry of that term, the following applies by billing model:

• (a) Prepaid (annual) billing: Any refund of prepaid fees for the unused portion shall be calculated by deducting from the total prepaid amount the fees payable at the standard (non-discounted) rate for the period actually used. The remainder, if positive, is refunded within thirty (30) days of the termination date. If standard-rate fees for the period used equal or exceed the prepaid amount, no refund is due. No additional invoice is raised under this sub-clause.
• (b) Monthly billing at a discounted rate: Refive shall invoice the Discount Differential — the difference between the standard monthly rate and the discounted rate actually charged — for each billing period from contract start through the effective termination date, due within fourteen (14) days of invoice.
• (c) This clause applies regardless of the basis for termination, including extraordinary termination under section 7.2, unless a court of final instance has determined by final judgment that such termination was justified by Refive’s material unremedied breach. The refund calculation under (a) and the Discount Differential under (b) are not a Vertragsstrafe but define the economic conditions on which the Discount was granted.

7. Contract Duration and Termination

7.1  Ordinary Termination

Subject to section 6.3 (default twelve-month term with three-month notice), both parties may agree in the Contract to alternative billing and termination arrangements as follows:

(a) Monthly billing: A minimum term of one month applies. After expiry, the contract extends by one month at a time unless terminated with one month’s notice prior to the start of a renewal period.

(b) Annual billing: A minimum term of one year applies. After expiry, the contract extends by one year at a time unless terminated with three months’ notice prior to the start of a renewal period. Refive provides a new annual invoice at least two weeks before the new renewal period.

The right to terminate for cause remains unaffected.

7.2  Extraordinary Termination

Either party may terminate for cause (außerordentliche Kündigung) pursuant to § 314 BGB only where: (i) a party has committed a serious breach of a material contractual obligation; (ii) the terminating party has given prior written notice (Abmahnung) specifying the breach; and (iii) the breaching party has failed to remedy the breach within thirty (30) calendar days of receipt. Termination without prior notice is only permissible where a cure period is manifestly unreasonable (e.g. intentional misconduct or fraud).

Examples of grounds justifying extraordinary termination after notice:

• repeated material breaches by the Partner continuing after notice to cease;
• false or incomplete information provided by the Partner during registration;
• repeated, not obviously unfounded negative user reports about a Partner.

Alleged Software defects do not constitute grounds for extraordinary termination unless: (a) the defect renders the Software wholly unusable for its core purpose; (b) the Partner has completed the defect reporting process in section 8.3 and cooperated fully under section 5.6; and (c) Refive has failed to provide a remedy within the applicable response period. The Partner’s own decision to cease using or uninstall the Software does not constitute grounds for extraordinary termination and does not relieve the Partner of payment obligations.

7.3  Form of Termination

Termination must be in writing (Textform). Email termination is sufficient. Upon effective termination, the Partner’s access to all Refive services will be deactivated.

7.4  Data Return on Termination

Upon termination for any reason, Refive shall: (a) within thirty (30) days of the termination date, on the Partner’s written request, provide an export of the Partner’s data in a machine-readable format; and (b) thereafter delete or anonymise all Partner data per applicable data protection law and Refive’s retention policies, unless retention is legally required. Data export is contingent on the Partner having no outstanding payment obligations.

8. Defects, Warranty, and Liability

8.1  Defect Definition

A Defect exists only where the Software materially deviates from the agreed functional specification in the Contract or these GTC, and such deviation is reproducible and not attributable to factors within the Partner’s sphere. The following expressly do not constitute Defects:

• failures attributable to Third-Party Systems (section 3.4);
• impairments caused by the Partner’s hardware, network infrastructure, or software environment;
• issues resulting from the Partner’s failure to operate the Software in accordance with Refive’s documentation or instructions;
• failures caused by modifications to the Software or Partner’s systems not authorised by Refive;
• service interruptions during scheduled or emergency maintenance windows notified in advance;
• outcomes attributable to the Partner’s own decisions regarding deployment, use, or promotion of the Software, as further described in section 5.2.

8.2  Defect Classification

Defects are classified as:

• Critical Defect: The Software is entirely unavailable or core receipt issuance is completely non-functional with no workaround.
• Major Defect: A significant function is materially impaired and substantially restricts use, but a workaround exists or core receipt issuance remains operational.
• Minor Defect: A non-essential function is impaired or a cosmetic issue exists that does not materially restrict use.

8.3  Defect Reporting and Escalation

The Partner shall report alleged Defects within five (5) business days of first awareness, in writing to Refive’s support channel, with: (i) a description; (ii) reproduction steps; (iii) frequency and business impact; and (iv) relevant logs or records. Refive acknowledges and assesses within:

• Critical Defect: 4 business hours; workaround or fix within 1 business day;
• Major Defect: 1 business day; workaround or fix within 5 business days;
• Minor Defect: 3 business days; fix in next scheduled update.

Defect rights (including Minderung and extraordinary termination) do not arise unless the Partner has submitted a complete report, cooperated fully under section 5.6, and allowed Refive the applicable response period. Claims raised more than thirty (30) days after first awareness of the underlying issue are excluded.

8.4  Liability for Damages

Refive is liable for damages from intentional or grossly negligent acts by Refive or its agents, and for data loss where the Partner could not have avoided it through reasonable backup measures. Liability for ordinary negligence is excluded, subject to sections 8.5 and 8.7.

8.5  Aggregate Liability Cap

Refive’s total aggregate liability, in contract, tort, or otherwise, shall not exceed the total fees paid by the Partner in the twelve (12) months immediately preceding the event giving rise to the claim. For Agreements in force less than twelve months, the cap is calculated on an annualised projection of fees paid to date.

8.6  Exclusion of Consequential Loss

To the maximum extent permitted by law, neither party is liable for indirect, special, incidental, or consequential loss, loss of profits, revenue, data, goodwill, or business interruption, even if advised of the possibility of such loss.

8.7  Mandatory Liability Provisions

Liability limitations do not apply to: guarantees given by Refive; damages from injury to life, body, or health; fraud or fraudulent misrepresentation; or mandatory statutory provisions.

8.8  Indemnification

The Partner shall indemnify Refive from any third-party claims arising from the Partner’s breaches of duty.

9. Copyright

The platform and its contents are protected by copyright and other protective laws. The removal of company and product identifiers, trademarks, and copyright notices is prohibited.

10. Data Protection

Refive acts as data processor on behalf of the Partner as data controller under applicable data protection law. Refive complies with all applicable German and European data protection provisions and will not disclose personal data to unauthorised third parties. Details are set out in Refive’s data protection provisions. A separate Data Processing Agreement (DPA) may be concluded for additional Partner-specific requirements.

11. Functionality and Availability

Refive strives for high technical standards but cannot entirely rule out errors. Continuous availability is neither owed nor guaranteed. Access may be restricted for maintenance, security, or capacity reasons, communicated in advance where possible.

Refive commits to a minimum service availability of 99.0% measured monthly. Scheduled and emergency maintenance windows are excluded from the calculation.

Temporary interruptions from routine maintenance, internet disruptions outside Refive’s control, and force majeure events are not within Refive’s responsibility. Maintenance windows will be communicated in advance.

Refive continuously updates the Software to address errors and introduce new features. There is no entitlement to maintain the Software in any prior condition.

Warranty does not cover errors caused by the Partner’s operational mistakes. No guarantees in the legal sense are given. Use requires a device with internet access and a standard browser.

SLAs defining specific performance and availability standards are agreed separately and form an integral part of the Contract.

12. Severability

refive GmbH | Angermünder Str. 12, 10119 Berlin | info@refive.io

Managing Directors: Mitul Jain, Cristian Martín Peláez

District Court of Berlin-Charlottenburg, HRB 215390 B

These GTC are valid from 2 June 2023.

13. Amendments to These GTC

Amendments to these GTC will be communicated at least six (6) weeks before taking effect. If the Partner does not terminate within six (6) weeks of notification, consent is deemed granted. The Partner will be expressly notified of this consequence.

14. Governing Law, Jurisdiction

14.1  Export Control

Refive complies with all applicable international trade laws, including export control and sanctions law.

14.2  Governing Law

This Agreement is governed by the laws of the Federal Republic of Germany, excluding conflict of law rules and the CISG. Exclusive jurisdiction for all disputes is Berlin. Partners may additionally be sued at their general place of jurisdiction.

14.3  Mediation

Refive is not obligated to participate in mediation.

15. Severability

If any clause of these GTC is invalid, the remaining clauses are unaffected. The invalid clause is replaced by the closest legally effective equivalent. The same applies to any gaps.

Last updated: 1 April 2026