These terms and conditions ("T&C") of NFTfolio GmbH, Wellingstr. 19, 70619 Stuttgart, (hereinafter "NFTfolio") apply to the use of the website nftfolio.io ("Website"), to the purchase of a Membership Token (as defined below) [a][b]on the Website and to all services provided in connection with the Membership Token (the underlying agreements incorporating the T&C is herein after referred to as the "Agreement").
1. Defined Terms
In this T&C, except where set forth otherwise, the following terms shall have the following meanings:
1. "Blockchain" means the blockchain or comparable technology named on the Website.
2. "Consumer" means means any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed, in the sense of § 13 of the German Civil Code (BGB).
3. "Membership Token" means the contractual and transferable token which grants the Owner of the Membership Token access to Services (as defined below).
4. "Owner of the Membership Token" is anyone who can dispose of the Membership Token by means of a corresponding cryptographic key and who is at the same time economically entitled to dispose of this Membership Token.
5. "Purchase Agreement" means the underlying agreement on the purchase of a Membership Token between NFTfolio and the User (as defined below) incorporating this T&C.
6. "Purchase Price" means the price to be paid by the User (as defined below) to NFTfolio for the Membership Token as indicated on the Website.
7. "Services" means data processing and the provision of information as well as other features and services connected with the Membership Token as indicated on the Website which can vary depending on the tier [c][d][e]of the membership (e.g., Silver, Gold, Diamond).
8. "Service Agreement" means the underlying agreement on the Services provided by NFTfolio to the Owner of the Membership Token incorporating this T&C.
9. "User" means the visitor of the Website and, if applicable, the purchaser of a Membership Token via the Website and user of the Services via the Website.
2. Purchase of the Membership Token
1. NFTfolio offers Membership Tokens for sale on the Website. NFTfolio's offer on the Website does not yet constitute a binding offer to conclude a Purchase Agreement, but merely an invitation to submit a binding offer by the User.
2. The User makes such a binding offer to purchase a Membership Token via the Website by clicking the "Connect your wallet to BUY[f]" button.
3. NFTfolio accepts the User's offer by transmitting the Membership Token to the User's wallet address, with which he simultaneously confirms the purchase. The acceptance by NFTfolio is conditional upon payment of the Purchase Price in accordance with Section 3.
4. If NFTfolio rejects the User's offer or if the User withdraws his offer prior to the NFTfolio's acceptance, NFTfolio shall return to the User any Purchase Price already paid by the User via the payment method chosen by the User within fourteen (14) days.
5. NFTfolio's offer is directed exclusively at (i) taxable persons within the meaning of European VAT law established in Germany (domestic entrepreneurs) or (ii) non-taxable persons who are established in Germany or in the territory of another EU member state, and, in both cases, insofar as they are natural persons, who have reached the age of eighteen (18).
3. Purchase price
1. The User is obliged to pay the agreed Purchase Price as indicated on the Website. Payment of the Purchase Price shall be made in a cryptocurrency in accordance with the offer description on the Website. Unless otherwise stated, the Purchase Price shall include the respective legally applicable value added tax (VAT) on the Purchase Price and shall become due upon submission of the offer by the User in accordance with section 2 above. The User shall transfer the Purchase Price to the wallet address of NFTfolio as indicated on the Website. NFTfolio may offer the User other payment options by pointing them out to the User before the User submits his offer.
2. External costs (for example gas fees, together hereinafter "Gas Fees") can incur for transactions via the Blockchain. These are in particular associated with the transfer the Purchase Price from a User to NFTfolio and are not influenced and cannot be changed by NFTfolio. The amount of the Gas Fees can only be determined immediately before the transaction of the Purchase Price is triggered and a rough estimate will be communicated in the purchase process; The Gas Fees may vary from purchase to purchase. Paying Gas Fees is the responsibility of the User and Gas Fees are payable in addition to the Purchase Price. The Gas Fees communicated in the ordering process are valid for ten (10) minutes; if the purchase process is not completed within this period, NFTfolio will cancel the purchase process. The User must then initiate the purchase process again.
1. The User needs a wallet supported by NFTfolio for the acquisition, disposal and other possible use of the Membership Tokens and to get access to and to use the Services.
2. NFTfolio mentions supported wallets on its Website [g]and during the purchase process. The administration of the Membership Token after its transfer to the wallet address of the User is not part of the services of NFTfolio and is solely the responsibility of the User.
3. NFTfolio transfers the purchased Membership Token to the User's wallet address. The User's wallet contains a cryptographic key with which the User can dispose of his crypto assets. NFTfolio has no access to the cryptographic keys or cannot transfer crypto assets of the User.
4. The User shall ensure that she or he treats the wallet, associated passwords and access data, the cryptographic key and any recovery identifiers (seeds) (together and individually the "Wallet Access Data"), confidentially and that the Wallet Access Data, insofar as he has access to it, is secured against access by third parties by means of appropriate technical and organisational measures. The User is aware that any person who has access to Wallet Access Data may misuse the wallet under his name. The User warrants that third parties are not enabled to use the Wallet Access Data. In particular, to protect the Wallet Access Data, the User shall not store the Wallet Access Data in an unsecured manner and shall prevent spying when entering the Wallet Access Data. If the User discovers that another person has knowledge of the Wallet Access Data or if the User has a corresponding suspicion, the User must immediately change the Wallet Access Data concerned, insofar as this is possible.
5. The User is aware that she or he is solely responsible for the control of his wallet and that the loss of control over the wallet may result in a scenario in which the rights to a Membership Token can no longer be proven and/or that she or he can no longer dispose of Membership Tokens.
6. The User is aware that the wallet is not operated by NFTfolio, but by a third-party provider. NFTfolio has no influence on the third-party provider or the wallet operation. NFTfolio only permits the User to use a third-party wallet on the Website. The User understands that NFTfolio does not have access to the Wallet Access Data and cannot recover the Wallet Access Data. In particular, NFTfolio cannot restore access to Membership Tokens if the User loses the Wallet Access Data or third parties have disposed of Membership Tokens.
5. Use of the Services
1. The use of the Services is free of charge.[h][i]
2. Access to and use of the Services are exclusively provided to Users who are Owners of Membership Tokens. In order to get access to and to use the Services, the User is required to connect his wallet with the Membership Token with the Website. The User can use the Services to the extent shown in the membership description on the Website and depending on the tier of the purchased Membership Token.
3. To use the Services the User is required to have a device that corresponds to the current state of technology. In order to be able to use the Services, it is therefore necessary that the User keeps the device with which the Website is accessed up to date. Furthermore, in order to use the Services, the User must have an internet connection that offers a sufficient data transfer rate and there must be sufficient storage space available on the User's device.
4. The User's right to use the respective current version of the Services for its own purposes is limited to the time during which he is Owner of the Membership Token and the provision of the Services by NFTfolio and is non-exclusive, non-sublicensable and non-transferable.
5. The User shall
1. not misuse the Services and may use the Services only in accordance with the applicable law of the country in which the Services are provided or used;
2. not take any action aimed at circumventing technical protection measures of the Services and refrain from any form of unauthorised use of the Services, in particular attempts to overcome or circumvent the security mechanisms of the Services or disable them in any other way, use computer programs which enable the automatic reading of data, as well as to use/implement and/or disseminate viruses, worms, trojans, brute force attacks, spam or links, programs or procedures which are suitable for damaging NFTfolio, the Services and/or other Users;
3. take all necessary and reasonable steps to prevent or limit any damage caused by the use of the Services;
4. not use the Services for money laundering or other illegal activities;
5. not engage in or promote illegal activities, in particular fraudulent activities;
6. not use, employ or operate bots or other forms of automation and/or multiple accounts when using the Services;
7. not modify, adapt or reverse engineer the Services.
6. Any breach of section 5.5 may result in immediate exclusion from access and use of the Services, burning of the Membership Token[j][k], termination of the Service Agreement without notice and the initiation of civil and criminal proceedings as well as the assertion of claims for damages by NFTfolio against the User.
6. Modification, updates[l], maintenance
1. NFTfolio reserves the right to modify the Services from time to time by adding, deleting, or modifying features to improve the User's experience or for other business purposes. NFTfolio further reserves the right to discontinue any feature of the Services or any portion thereof at any time during the term at NFTfolio's sole and reasonable discretion. NFTfolio will provide the User with at least fourteen (14) days’ prior notice on the Website of any modification or discontinuation of Services (or portion thereof) that would result in a material diminution of the Services offered to the User, provided that a shorter notice period may be required by law or security reasons.
2. NFTfolio shall from time to time provide updates or upgrades to the Services. NFTfolio may require the Users to install certain software updates on their devices (e.g., mobile, app) in order for it to work optimally in conjunction with the Services. It is the User's responsibility to install these updates on the devices used in connection with the Services. NFTfolio will not be responsible for any use of the Services, to the extent the device used was not updated and will bear no liability for any damage caused due to the inability to use the Services or for any transfer which will not be performed properly, in each case due to the use of a device which was not updated. Furthermore, for certain updates (at NFTfolio's sole discretion), due to security issues, NFTfolio may deny access to non-updated devices. This T&C shall govern any update and upgrade that replaces or supplements the original Services.
3. NFTfolio may only provide updates and upgrades to the Services after having informed the User at least fourteen (14) days in advance on the Website[m][n][o], giving details on the scheduled update/upgrade. In case of emergency updates or if a shorter notice period is required by law or security reasons, such period does not apply but NFTfolio has to inform the User as soon as possible.
4. Modifications, updates and upgrades must not (a) negatively affect the security and performance of the Services; (b) reduce the functionality or features of the Services.[p][q]
5. NFTfolio reserves the right to temporarily restrict access to the Services or the possibility of using them in whole or in part if this is necessary due to capacity limits or the security or integrity of the servers or in order to carry out technical measures which serve the proper provision of the services or improvement (e.g. for maintenance work). During the term of the Service Agreement, NFTfolio will render maintenance services and ensure the operational integrity, security, state of the art and economic use of Services. If possible, NFTfolio will carry out maintenance work during the time after 8 p.m. and before 8 a.m. German time.
7. Warranty for the Membership Token
1. NFTfolio warrants that the Membership Token at the time of transfer to the User corresponds (a) to the standard market quality of an ERC-20[r][s] token, (b) to the condition described on the Website and is thus in accordance with the Purchase Agreement and (3) that no third-party rights oppose the use by the User to the contractually agreed extent.
2. If the User is a Consumer, after the expiry of one year from the date of the transfer, sentence 1 applies only if the User proves that the object of purchase was not in a condition in accordance with the Purchase Agreement at the time of the transfer.
3. Otherwise NFTfolio does not assume any warranty for the quality of the Membership Token, in particular not for the tradability on platforms and marketplaces of third parties and the compatibility with other networks, infrastructures, blockchains and wallets of third-party providers.
4. NFTfolio does not give any guarantees regarding the Membership Token.
5. With regard to the Membership Token, supplementary performance (Nacherfüllung) is only possible by destroying the defective Membership Token ("Burning") and issuing a new Membership Token to the Wallet address of the User. The User is obliged to cooperate in the burning of the defective token in accordance with the NFTfolio's instructions (e.g. by transferring the token to a wallet address specified by NFTfolio) and to accept a new token if the contractual scope of functions is maintained and the acceptance does not lead to significant disadvantages for the User.
6. In all other respects, warranty shall be governed by the statutory provisions, in particular §§ 453 (1), 327 et seq. BGB.
8. Warranty for the Services
1. NFTfolio warrants that the Services during the use of the Services comply with the contractual condition and that its use by the User to the contractually agreed extent does not conflict with any third-party rights. NFTfolio will enable the use of the Services within the framework of the current state of the art and will endeavour to ensure the greatest possible availability.
2. In the event of a functional impairment of the Services, the User shall notify NFTfolio via the contact form on the Website ([please add]), [t][u]describing the defects. In the event of defects, NFTfolio does not owe a remedy for the specific defects. Instead, NFTfolio will provide updates that are necessary to maintain the contractual condition and to remedy defects.
3. NFTfolio shall not be responsible nor liable for any failure in the Services resulting from, caused by or attributable to: (a) the User's delay in or failure to take any actions upon which NFTfolio's provision of the Services is dependent; (b) User's failure to use the Services in accordance with NFTfolio's requirements; (c) User's products or services, or User's gross negligence, willful misconduct, or unauthorized acts or omissions, unless caused in part or in whole by NFTfolio's gross negligence or willful misconduct; or (d) unauthorized access, breach of firewalls or other hacking by third parties, except to the extent such access, breach or hacking is caused by NFTfolio's gross negligence or willful misconduct.
4. NFTfolio gives no guarantees for the Services. In particular, NFTfolio neither warrants nor guarantees that it will continue to provide the Services indefinitely.
5. In all other respects, warranty shall be governed by the statutory provisions, in particular §§ 327 et seq. BGB.
9. Term and Termination of the Service Agreement
1. The term of the Service Agreement is 30 days. It automatically renews unless terminated by either Party or NFTfolio discontinues the Services. [v][w]
2. NFTfolio may, without prejudice to its other rights or remedies arising under or in connection with the Service Agreement, terminate the Service Agreement for convenience at any time by giving not less than thirty (30) day's prior notice on the Website to the respective end of the month.
3. The Owner of the Membership Token may, without prejudice to its other rights or remedies arising under or in connection with the Agreement terminate the Service Agreement at any time by either transferring or destroying the Membership Token or by not using the Services.
4. Without prejudice to the foregoing provisions, either Party may terminate the Agreement for good cause. A good cause on the NFTfolio's side shall be, in particular, but not limited to, the following events:
1. The provision of the Services becomes impossible or economically unreasonable for legal or factual, in particular technical, reasons.
2. The Owner of the Membership Token transfers, destroys or no longer holds the Membership Token in his wallet and therefore is no longer the Owner of the Membership Token.
3. The Owner of the Membership Token is permanently not able to connect his wallet with the Membership Token to the Website (e.g., because of loss of the Wallet Access Data).
1. The User acknowledges that legal regulations in the areas of blockchain-based services, cryptocurrencies and crypto-assets may change and that new regulations or guidelines may develop. New or changing regulations or interpretation of existing laws and regulations may adversely affect the qualification and/or transfer and/or viability and/or value of the Membership Tokens and the Services in the future and NFTfolio's future development solutions. NFTfolio shall not be liable for any losses that the User may incur as a result of such possible developments and the consequences, if any, thereof for NFTfolio, the Membership Tokens and/or their benefit and value, if any.
2. In any case of simple negligence each Party is liable for the breach of a contractual obligation which gives distinction to the contract and on which the other Party may rely on (essential obligation) and limited to the typical and foreseeable damage only; this exception does not apply to culpable damage to life, body or health nor in cases of mandatory liability including without limitation liability for cases in which a procurement risk or a guarantee for damages has been assumed, liability under the Product Liability Act, liability under the GDPR or fraudulent concealment of a defect. In addition, the Parties cannot be held strictly liable for a defect which exists when the Agreement is entered into. The Parties' liability according to sentence 1, first part, is further excluded in case of indirect damages, including loss of profit.
3. The liability of NFTfolio in accordance with section 10.2 sentence 1, first part, is limited to a total of EUR 100,000 for all damages incurred.
4. NFTfolio shall not be liable for any damages resulting from any use or unauthorised modification of the Membership Token and/or the Services by the User or any third party in breach of this T&C.
5. The Parties undertake in the event of damage occurring or having already occurred to make all necessary efforts or to arrange for such efforts to be made without delay in order to limit the damage and its effects to a minimum.
11. Right of withdrawal
Consumers have a right of withdrawal in accordance with the following provisions:
Model instructions on withdrawal
Right of withdrawal
You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract.
To exercise the right of withdrawal, you must inform us
Wellingstr. 19, 70619 Stuttgart
Phone: +49 151 1086 7089
of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
Effects of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
Model withdrawal form
(If you wish to revoke the contract, please complete and return this form).
Wellingstr. 19, 70619 Stuttgart
+49 151 1086 7089
I/We (*) hereby give notice that I/We (*) withdraw from my/our (*)
contract of sale of the following goods (*)
Ordered on (*)/received on (*),
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
(*) Delete as appropriate.
12. Expiry [z]of the right of withdrawal for digital content
The right of withdrawal shall expire in the case of a contract of sale of a Membership Token as digital content if the User has expressly consented to NFTfolio commencing performance of the contract before the expiry of the withdrawal period, the User has confirmed his knowledge that his consent will cause his right of withdrawal to expire upon commencement of performance of the contract and the User confirms this to NFTfolio.
13. Risk information and confirmation of knowledge
1. The User is aware that the Membership Token has no fixed value and that the price paid for the Membership Token is not indicative of the value of the Membership Token and its future performance.
2. The User is aware that the NFTfolio does not offer the possibility of a secondary sale of a Membership Token and has no influence on whether third parties offer the possibility of a secondary sale. It could therefore be the case that the User can never resell a Membership Token.
3. The User acknowledges that the existence and functioning of the Membership Tokens is dependent on the Blockchain, which NFTfolio cannot influence. For example, NFTfolio cannot influence that a Membership Token is properly created or secured or is retrievable and functional. NFTfolio does not owe the existence, security, interoperability or maintenance of the Membership Tokens. In particular, in the event of a transaction of Membership Tokens to an incorrect address, NFTfolio is neither able nor obliged to return the Membership Tokens to the User. The User is aware that the Blockchain can be changed without NFTfolio being able to intervene.
4. The User is aware that NFTfolio cannot influence the Blockchain. In the absence of control and influence, NFTfolio is therefore not responsible for the existence, security or maintenance of the Blockchain. In the event of a faulty transaction, NFTfolio cannot make any corrections or influence the Blockchain.
5. The User confirms that he has sufficient knowledge of the blockchain technology and knows how to secure his wallet. He will not transfer the Membership Token to other users where he has reasonable doubts that this is the case with the respective users. He undertakes to deal with the associated risks before the purchase and confirms his knowledge of the risk information available at [link].[aa][ab]
6. All materials on the Website or provided with the Services are for informational purposes only. Neither NFTfolio nor any of the persons or entities involved in any way in respect of the Website and/or the Services provide for legal, fiscal, trading, economical and/or any other kind of advice or recommendation that may be relied upon. This means that the information from the Website cannot be used as a basis of investment strategy and nothing in this information can be ensured to contain no errors, mistakes, malpresentations or failures. Users will therefore act at their own risk in accessing or in any way relying on the content of the Website or content provided with the Services and the Users are therefore solely responsible for any consequences thereof.
7. NFTfolio does not owe Users any advice with regard to the Services, in particular with regard to the purchase of NFTs. Any purchase decision must be made by the User on his own responsibility. NFTfolio cannot and will not provide the User with any binding information on future price developments, tradability, market developments or similar economic forecasts. All information on usage options and NFTs, in particular information on price developments, are general comparative values which do not relate to the price development of the specific NFT. They are non-binding indicators. NFTfolio gives no assurance or warranty with regard to forward-looking statements. The User is aware that the value of an NFT is inherently subjective and that there is no inherent or intrinsic value. The value of the NFT follows in particular from the value attributed by the market to the rights to use a medium granted by the licence agreement to the holder of a NFT.
14. Anti-money laundering
1. The User warrants,
1. that the Membership Token will not be used in any manner for any illegal or unethical purpose, including acts related to money laundering, terrorist financing or other acts that violate applicable law;
2. that the User will not use any proceeds of criminal or illegal acts; and
3. that no transactions with the Membership Token will be used to facilitate or engage in criminal or illegal acts, including acts related to money laundering, terrorist financing or other acts that violate applicable law.
2. User represents and warrants that, as of the date of entering this T&C, no criminal or regulatory investigation is pending against User, any affiliate of User, any officer or shareholder of User in connection with User's business activities.
3. The User warrants that, upon conclusion of the Purchase Agreement,
1. he is not included on a sanctions list of the United Nations, the European Union or the Federal Republic of Germany;
2. he is not acting indirectly (e.g., as a deputy or messenger) for a person who is on one of the sanctions lists referred to in section a).
4. Should any of the events referred to in this section 11 occur after the conclusion of the Purchase Agreement, the User undertakes to notify the NFTfolio immediately and to immediately suspend all transactions in connection with the Membership Token.
5. The User confirms that he is acting exclusively in his own economic interest.
The User undertakes to indemnify NFTfolio in full against any claims by third parties based on an infringement of rights attributable to the User, unless the User proves that he is not responsible for the breach of duty causing the damage.
16. Intellectual property rights
1. All text, graphics, user interfaces, visual interfaces, photographs, logos, artwork and computer code provided on the Website, including but not limited to the design, structure, selection, coordination, expression and arrangement of the content contained on the Website are intellectual property of NFTfolio, and are protected by copyright, patent and trademark laws, and various other intellectual property rights.
2. Except as expressly provided in these Terms, no part of the Website and no content indicated therein may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution for any commercial purpose, without NFTfolio's express prior written consent.
3. The User acknowledges that all enhancements provided by NFTfolio are the sole property of NFTfolio or third parties, even if they are the result of functional requests or bug reports from Users, and that the User has no rights thereto.
17. Links to other websites
Users use all links provided on the Website to visit third-party websites at their own risk. When Users leaves the Website, the information he views is not provided by NFTfolio. These T&C do not govern the use of third-party websites. NFTfolio does not monitor or have any control over and makes no claim or representation regarding these websites. To the extent such links are provided on the Website, they are provided only as a convenience, and a link to another website does not imply NFTfolio's endorsement, adoption or sponsorship of, or affiliation with, such websites.
NFTfolio's data protection notices can be found at [please add link]; [ac][ad]they are not the subject of this T&C.
19. Amendments [ae]to this T&C
20. Dispute Resolution[ah]
1. In accordance with Art. 14 (1) of Regulation (EU) No. 524/2013 on Online Dispute Resolution (ODR Regulation), NFTfolio is legally obliged to refer the User to the European Online Dispute Resolution platform (ODR platform) of the European Commission. The User can reach this at http://ec.eoropa.eu/consumers/odr/.
2. NFTfolio does not participate in dispute resolution proceedings before a consumer arbitration board and is not obliged to do so.
21. Choice of law and jurisdiction
1. This T&C and its interpretation and any non-contractual obligations in connection with it are subject to German substantive law. As far as applicable, the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
2. English language terms used in this T&C describe German legal concepts only and shall not be interpreted by reference to any meaning attributed to them in any jurisdiction other than Germany. Where a German term has been inserted in brackets and/or italics it alone (and not the English term to which relates) shall be authoritative for the purpose of the interpretation of the relevant term whenever it is used in this T&C.
3. Exclusive place of jurisdiction for all disputes regarding rights and duties under this T&C, including its validity shall be Stuttgart, except in the case of disputes with Consumers, unless the User has moved his place of residence or habitual abode outside the area of application of the German Code of Civil Procedure (ZPO) or if his place of residence or habitual abode is not known to NFTfolio at the time of bringing an action.
1. Should individual provisions of this T&C be or become void or ineffective in whole or in part, or should the T&C contain a loophole, this shall not affect the validity of the remaining provisions. Statutory law shall take the place of provisions that are not included or are invalid. In all other respects, the parties shall replace the void or invalid provision with a valid provision that comes as close as possible to the economic purpose of the void or invalid provision, unless a supplementary interpretation of the T&C takes precedence or is possible.
2. Should one or more provisions of this T&C be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of this T&C. In place of any Standard Terms of Business (Allgemeine Geschäftsbedingungen) which are invalid or not incorporated in the T&C the statutory provisions shall apply (§ 306 (2) of the German Civil Code (BGB)). In all other cases, the parties shall replace the void or invalid provision with a valid provision which reflects as closely as possible the original economic purpose of the void or invalid provision, unless a supplementary interpretation (ergänzende Vertragsauslegung) of the T&C takes precedence or is possible.