Heartly Merchant Terms of Use

Version: v1.0-2026-04 As of: 2026-04-24 Language: English (translation; the German version is binding)

Preamble / Classification

Heartly is a software-as-a-service provider that gives merchants tools to manage flash sales, discount campaigns and consumer feeds. Heartly is not a seller, not a marketplace operator within the meaning of commercial law, and not a contracting party to consumer purchases. Purchase contracts are concluded exclusively between the merchant and the consumer.

This classification is the legal basis on which all liability clauses rest.

§ 1 Assurance of lawful pricing

(1) The merchant assures that all prices, discounts and price reductions that it communicates via Heartly tools or has displayed on Heartly platforms comply with the applicable German and European rules, in particular the Price Indication Ordinance (PAngV) as amended from time to time, the Act against Unfair Competition (UWG) and consumer protection law.

(2) This includes in particular § 11 PAngV: whenever a price reduction is announced to consumers, the lowest total price of the 30 days before the reduction was applied must be stated correctly.

(3) The merchant is solely responsible for assessing whether a discount is lawful, which reference price applies and how prices are communicated. Technical assistance from Heartly (e.g. reference price calculation, Deal-Gate) does not release the merchant from this responsibility.

§ 3 Deal-Gate and right to block

(1) Heartly operates an automated review system ("Deal-Gate") that checks basic compliance rules before deals are published in the consumer feed, in push notifications or in emails. Its aim is to avoid obvious breaches of § 11 PAngV.

(2) The Deal-Gate is technical assistance, not a conclusive legal review. Heartly does not warrant that deals approved by the gate fully comply with the PAngV. In particular, the Deal-Gate can only assess data known to it (see § 2(2)).

(3) Heartly may at any time, at its own discretion, block individual deals, discount campaigns or a merchant's entire access to the consumer feed if there are indications of a legal violation, a warning letter or an objection by an authority. Prior notice is not required.

(4) Blocking decisions are communicated to the merchant with reasons. The merchant may object within seven days. Heartly decides on the objection within a further seven days.

§ 5 Indemnification against third-party claims

(1) The merchant indemnifies Heartly against all claims asserted by third parties against Heartly for infringement of their rights by content, price information or discount campaigns provided by the merchant. This includes in particular:

• warning letters from consumer protection organisations, competitors or competition associations,
• proceedings by authorities (e.g. Federal Network Agency, Federal Cartel Office),
• civil actions by consumers or third parties,
• preliminary injunctions and actions for injunctive relief.

(2) The indemnification covers the necessary costs of legal defence, including interim relief. Heartly will inform the merchant of incoming claims without undue delay and give it the opportunity to defend itself.

(3) The indemnification does not apply where Heartly caused the infringement intentionally or through gross negligence by its own action.

§ 6 Autopilot — separate consent

(1) The "Autopilot" feature makes automated price changes in the merchant's shop based on rules configured by the merchant. Autopilot is deactivated by default when the contract is concluded and when the shop is connected.

(2) Activating Autopilot requires separate consent from the merchant via the Heartly user interface. By activating it, the merchant agrees to price changes being carried out automatically according to the rules it has configured.

(3) The merchant retains control over pricing for every automated change. Autopilot only executes the rules set by the merchant; Heartly does not pursue any pricing policy of its own.

(4) Heartly subjects every automated price change to a technical compliance check (anti-manipulation protection, § 11 conformity check). If a change cannot be carried out in compliance with the rules, it is not executed.

(5) The merchant may deactivate Autopilot at any time. Deactivation means that no new automated price changes are made; existing prices remain unchanged.

(6) Heartly is not liable for the economic consequences of Autopilot-driven price changes (e.g. margin, lost sales) where the price change was made within the rule defined by the merchant and the technical compliance check.

§ 8 Right of termination for repeated violations

(1) Heartly may terminate the contract with immediate effect without notice if the merchant repeatedly or grossly violates § 11 PAngV, the UWG or other essential pricing rules.

(2) A repeated violation exists in particular in the case of:

• three or more deals hard-blocked by the Deal-Gate within 30 days without correction by the merchant,
• two or more warning letters within 90 days,
• an order by an authority or a preliminary injunction.

(3) Termination under this section entitles Heartly to stop all services immediately without refunding usage fees already paid.

Notes on incorporation

• Versioning: Each version of the terms is versioned with a version ID and date; merchants are informed of material changes 30 days in advance.
• Language versions: The German version is the primary version. English translation for international merchants; in case of conflict, the German version prevails.
• As of: v1.0-2026-04. Subsequent versions are stored with their version in the Heartly compliance repository under compliance/terms/.