Terms & Conditions
Last updated: 30 October 2026 (Version 1)
Preamble
These Terms & Conditions (“Terms”) are entered into between:
SAM – share and manage e.V., a registered association (eingetragener Verein) under the laws of the Federal Republic of Germany with its seat in Bonn, registered in the register of associations (Vereinsregister) of the Local Court (Amtsgericht) of Cologne under VR 21743, address: Rehfuesstraße 37, 53115 Bonn, Germany, represented by its board (Vorstand), currently Hannah Greiner (Chair), Bianca Fischer (Vice Chair) and Benedikt Breuer (Treasurer), each with sole power of representation (“SAM”, “we”, “us”)
and
the organisation registered on the Platform and classified by SAM either as a non-profit organisation (“NGO Member”) or as a company or business (“Corporate Member”) (Section 3.1), referred to together as “Member”, “you”, or “your organisation”, acting through its duly authorised representative(s).
(each a “Party”, together the “Parties”)
The Member accepts to be bound by these Terms by expressly agreeing to them when registering on the Platform, as described in Section 19.
1. Definitions
- “Platform” means the SAM / Hello SAM website, application, and any related services made available at hello-sam.eu and associated domains.
- “Member” means any NGO Member or Corporate Member registered on the Platform.
- “NGO Member” means a Member classified by SAM as a non-profit, charitable, or equivalent organisation.
- “Corporate Member” means a Member classified by SAM as a company or other for-profit business.
- “Authorised User” means any individual acting on behalf of a Member on the Platform (e.g. an employee or volunteer with login access).
- “Match” means a connection facilitated through the Platform between two or more Members for the donation, exchange, sale, or other provision of goods or services.
- “Offered Goods or Services” means any goods or services a Member makes available to other Members through the Platform.
- “Content” means any information, text, image, listing, message, or other material submitted to the Platform.
2. Scope and Acceptance
2.1 These Terms govern a Member’s access to and use of the Platform, including its conduct, its participation in Matches, and its relationship with SAM and other Members.
2.2 How SAM processes personal data is described in SAM’s Privacy Policy. It does not form part of these Terms (Section 9.1); on data protection matters it is authoritative.
2.3 SAM may update these Terms from time to time in accordance with Section 16. Continued use of the Platform after a non-material update takes effect constitutes acceptance of the updated Terms; material updates require active re-acceptance as described in Section 16.
2.4 Where a provision of these Terms states that it applies only to NGO Members or only to Corporate Members, it binds and benefits only Members with that role. All other provisions apply to all Members.
2.5 Free of charge; availability. Use of the Platform is free of charge for Members. SAM endeavours to keep the Platform available with as few interruptions as possible but does not owe any particular availability or scope of features. Maintenance, further development, and disruptions may temporarily restrict use. SAM may change, add, or discontinue features where this is reasonable for Members.
3. Registration and Eligibility
3.1 To register on the Platform, an organisation must provide accurate, current, and complete information about itself, including its legal name, registration number, country of registration, and the identity of its Authorised User(s). Based on this information, SAM classifies the Member as an NGO Member or a Corporate Member; if the classification is incorrect, the Member informs SAM.
3.2 SAM may request supporting documentation at registration or at any later time – for example, proof of non-profit or charitable registration from an NGO Member, or a commercial register extract from a Corporate Member – and may decline or suspend access until satisfactory documentation is provided.
3.3 The Member is responsible for keeping its registration information accurate and up to date, and for the activity of its Authorised Users on the Platform.
4. Member Representations and Warranties
4.1 Every Member represents and warrants, on an ongoing basis, that:
- (a) Accuracy of information. All information it provides to SAM and to other Members through the Platform – including its identity, registration status, activities or business, and any listings – is true, accurate, and not misleading, and it will promptly correct or update any information that changes or is found to be inaccurate.
- (b) Authority. The individual(s) registering or signing on its behalf are duly authorised to bind the organisation to these Terms.
- (c) Data protection. Where it processes personal data of beneficiaries, staff, employees, or volunteers in connection with the Platform, it does so in compliance with the GDPR and any other applicable data protection law, on a valid legal basis, and it will cooperate with SAM in good faith on data protection matters, including by promptly reporting any data incident connected to its use of the Platform.
4.2 Additional representations by NGO Members. An NGO Member additionally represents and warrants that it is validly established and registered as a non-profit, charitable, or equivalent organisation under the laws of its country (or countries) of operation, is in good standing, and holds all registrations, licenses, permits, and non-profit/charitable status determinations legally required for it to operate as such and to lawfully receive, hold, and/or distribute donated goods, services, or funds in the relevant jurisdiction(s).
4.3 Additional representations by Corporate Members. A Corporate Member additionally represents and warrants that it is validly incorporated or established, registered, and in good standing under the laws of its country (or countries) of operation; that it holds all licenses, permits, and authorisations legally required to carry on its business and to offer, donate, or supply any Offered Goods or Services through the Platform; and that it will comply with all applicable laws in connection with its use of the Platform and any Match, including, where relevant, customs, export/import, product safety, and tax rules applicable to any cross-border donation or provision of goods.
5. Code of Conduct
5.1 No tolerance policy. Racist, harassing, discriminatory, threatening, or violent comments or content of any kind are not tolerated on the Platform, whether directed at another Member, a SAM team member, or any third party.
5.2 Consequences. Any violation of Section 5.1 will result in immediate removal of the offending content, and may lead to suspension or removal of the responsible Member’s account, at SAM’s discretion, without prejudice to any other remedy available to SAM.
5.3 Reporting. Any Member or Authorised User may report inappropriate behaviour or content using the “Report” function on the Platform or by email to mail@hello-sam.eu. SAM will review each report and take appropriate action within a reasonable time, and will, where practical, inform the reporting party of the outcome.
6. Right to Admit, Suspend, or Remove Members
6.1 SAM reserves the right to review, approve, decline, suspend, or revoke access to the Platform for any organisation or individual, at its reasonable discretion, in order to protect the safety, trust, and mission alignment of the SAM community.
6.2 Grounds for declining or removing a Member include, without limitation: providing false or misleading registration information; violating the Code of Conduct in Section 5; repeatedly failing to fulfil commitments made through the Platform (e.g. donations promised but not delivered, or goods misrepresented); or engaging in activity that exposes SAM or other Members to legal, reputational, or safety risk.
6.3 Where practical, SAM will notify the affected Member of the decision and give it a reasonable opportunity to respond or appeal, except where SAM reasonably believes there is a safety risk, fraud, or illegal activity involved, in which case access may be suspended immediately and without prior notice.
6.4 Statement of reasons and complaints. Where SAM removes Content, restricts, suspends, or terminates access, or removes a Member, SAM informs the affected Member of the decision and the reasons for it in text form, unless this is excluded by law. The Member may lodge a complaint by email to mail@hello-sam.eu within six months of this notice. SAM reviews the complaint promptly and diligently through a person not involved in the original decision, informs the Member of the outcome, and reverses the measure if it proves unfounded.
7. Participation in Matches
7.1 A Member is responsible for the accuracy of any request, need, or listing of Offered Goods or Services it posts on the Platform, and for engaging with resulting Matches in good faith.
7.2 SAM facilitates introductions and Matches between Members but does not itself provide, deliver, inspect, or guarantee the goods or services exchanged, except where it expressly and specifically agrees to take on such a role in an individual case in writing.
7.3 Contracts between Members. Listings may be offered free of charge, against a donation receipt, or for a fee (e.g. at a fixed price or as negotiable). Contracts concerning Offered Goods or Services – such as donation, sale, or loan agreements – are concluded solely between the Members involved. SAM does not become a party to them, does not accept payments, and does not represent any Member. The Members involved are solely responsible for warranty, invoicing, donation receipts, and tax obligations; for contracts against payment, statutory warranty rights also apply.
8. Responsibility Between Parties
This Section applies whenever a Member offers goods or services to another Member through the Platform – in practice, most often a Corporate Member, but the same rules apply to any Member acting in that capacity.
8.1 The Member offering goods or services is responsible for accurately describing their condition, quantity, and any limitations before a Match is confirmed.
8.2 If what is actually delivered materially differs from what was described (for example, goods described as being in “good condition” that arrive unusable), the offering Member is responsible for resolving the discrepancy with the receiving Member – whether by replacement, return, or covering the receiving Member’s reasonable resulting costs.
8.3 SAM facilitates the Match between Members and is not a guarantor of the condition, quality, quantity, or timely delivery of any Offered Goods or Services, unless it expressly and specifically agrees to take on that role in writing for an individual case.
8.4 The offering Member is solely responsible for any transport, customs, insurance, or handling arrangements relating to the Offered Goods or Services, unless otherwise agreed in writing with SAM or the receiving Member.
9. Data Protection
9.1 SAM processes personal data in accordance with its Privacy Policy, available at https://hello-sam.eu/datenschutz/ (as updated from time to time). The Privacy Policy is a separate document and does not form part of these Terms; these Terms do not repeat its content.
9.2 Where the Platform involves a Member sharing personal data of beneficiaries, staff, employees, or volunteers with SAM or with other Members, the Parties will cooperate in good faith to determine and document their respective roles and responsibilities under applicable data protection law (e.g. as independent controllers, or under a data processing arrangement, as applicable).
10. Artificial Intelligence and Machine Translation
10.1 English as platform language. The official language of the Platform is English. The Platform may offer automatic translation of Content and other text into other languages, including German (“AI Translation”). AI Translation is a convenience feature performed by automated systems using artificial intelligence; it is not performed or reviewed by a human. At the date of these Terms, SAM uses artificial intelligence on the Platform solely for this translation function.
10.2 No guarantee of accuracy. AI Translation may contain errors, omissions, or misinterpretations, in particular for technical terms, quantities, descriptions of the condition of goods, or legal wording. The Content as originally submitted by the Member (“Original Content”) is the authoritative version; a translation has no legal effect beyond the Original Content. SAM does not warrant the accuracy or completeness of any AI Translation.
10.3 Member responsibility. A Member relying on an AI Translation must, before confirming a Match, verify essential details (such as condition, quantity, specifications, and delivery terms) against the Original Content or directly with the other Member. The responsibility of an offering Member under Section 8 for the accuracy of its description relates to the Original Content and is not affected by any inaccuracy of a translation.
10.4 Data processing. How text is processed to provide AI Translation, including any service providers involved, is described in the Privacy Policy (see Section 9).
10.5 Personal and sensitive data. Members should not enter personal data of beneficiaries or other individuals, in particular special categories of personal data under Art. 9 GDPR (e.g. health data), into free-text fields that may be translated, unless this is strictly necessary and the Member has ensured that the processing is lawful.
10.6 Labelling. Machine-translated Content is labelled as such on the Platform where technically feasible.
11. Intellectual Property
11.1 A Member retains ownership of the Content it submits to the Platform, and grants SAM a non-exclusive, worldwide, royalty-free licence to host, display, and use that Content solely to operate and promote the Platform.
11.2 All rights in the Platform itself, including its software, design, and the “SAM” / “Hello SAM” names and logos, remain the property of SAM. A Member may not use SAM’s name, logo, or brand to imply an endorsement or partnership beyond its status as a Member, without SAM’s prior written consent.
12. Confidentiality
Each Party will use reasonable care to protect any non-public information it receives from the other Party in connection with the Platform, and will use it only for purposes consistent with these Terms.
13. Term, Suspension, and Termination
13.1 These Terms take effect upon acceptance and continue until terminated in accordance with this Section or Section 6.
13.2 The Member may terminate its participation at any time by notice in text form or by deleting its account. SAM may terminate a Member’s participation with 30 days’ notice in text form; the right to suspend or remove under Section 6 and to terminate for good cause remains unaffected. In all cases, any Match already in progress is to be concluded or wound down in good faith, including the resolution of any outstanding matter under Section 8.
13.3 Sections 5, 6, 8, 11, 12, 14, 15, and 17 survive termination.
14. Disclaimer and Limitation of Liability
14.1 The Platform is provided on an “as is” and “as available” basis. SAM does not warrant that the Platform will be uninterrupted or error-free.
14.2 Except as set out in Section 8, SAM is not a party to, and assumes no responsibility for, the goods, services, funds, or arrangements exchanged directly between Members as a result of a Match.
14.3 To the extent permitted by German law, SAM’s liability is limited to damage caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), and, in the case of ordinary negligence, to a breach of a material contractual obligation (wesentliche Vertragspflicht), in which case liability is limited to the foreseeable, typical damage. Mandatory statutory liability (e.g. for injury to life, body, or health, or under the German Product Liability Act) remains unaffected.
15. Indemnification
A Member agrees to indemnify and hold SAM harmless from third-party claims arising from its breach of these Terms, from Content it submits, or from any Offered Goods or Services it provides, to the extent such breach is attributable to that Member.
16. Amendments
For non-material changes (e.g. formatting or contact details), the updated Terms take effect upon publication on the Platform. For material changes, SAM will give 30 days’ prior notice via the Platform or by email; each Member will be asked to actively accept the updated Terms (e.g. by agreeing again on the Platform) before continuing to use the Platform. If a Member does not accept a material change, it may no longer use the Platform from the change’s effective date, without prejudice to the orderly conclusion of any Match already in progress.
17. Governing Law and Jurisdiction
17.1 These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
17.2 The Parties agree that the courts of Bonn, Germany, have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, to the extent legally permissible.
18. Miscellaneous
18.1 Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force, and the Parties will replace the invalid provision with a valid one that reflects its original intent as closely as possible.
18.2 Entire agreement. These Terms constitute the entire agreement between the Parties regarding the Platform and supersede any prior understanding on the subject. The Privacy Policy provides information on data processing and is not part of the contract (Section 9.1).
18.3 No assignment. Neither Party may assign its rights or obligations under these Terms without the other Party’s prior written consent, except that SAM may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets.
18.4 Notices. Notices under these Terms are sent to the contact details provided at registration, or such other address as a Party notifies in writing.
18.5 Language. These Terms are provided in English and German. In the event of any divergence or inconsistency between the two versions, the German version shall prevail, as SAM is registered in Germany.
19. Acceptance
19.1 The Member accepts these Terms when the person registering expressly confirms during registration on the Platform that they have read and agree to them (e.g. by ticking a checkbox), after having had the opportunity to access and read the then-current version of these Terms in full beforehand.
19.2 By accepting, an NGO Member is additionally bound by the NGO-specific provisions (including Section 4.2), and a Corporate Member is additionally bound by the Corporate-specific provisions (including Section 4.3). Section 8 applies to every Member offering goods or services; all other Sections apply to every Member regardless of role.
19.3 SAM keeps a record of each acceptance, including at minimum: the organisation’s name and role; the name and email address of the individual who accepted; the specific version and date of the Terms accepted; and the date and time of acceptance. This record serves as evidence that the Terms were accepted and is processed as described in the Privacy Policy.